Form S-1/A

S-1/A 1 forms1a_111008.htm S-1/A Form S-1/A


    As filed with the Securities and Exchange Commission on November 10, 2008
                                                     Registration No. 333-154414
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 1 TO

                                    FORM S-1
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  -------------
                              BLUE VALLEY BAN CORP.
             (Exact name of registrant as specified in its charter)
                                 -------------


            Kansas                            6022                  48-1070996
(State or other jurisdiction of   (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)    Classification Code Number)   Identification No.)
                                  -------------

                                   11935 Riley
                        Overland Park, Kansas 66225-6128
                                 (913) 338-1000
                                 -------------


             Agent for Service:                     Copies of Communications to:
             Robert D. Regnier                         Steven F. Carman, Esq.
   President and Chief Executive Officer            Husch Blackwell Sanders LLP
           Blue Valley Ban Corp.                    4801 Main Street, Suite 1000
                11935 Riley                         Kansas City, Missouri 64112
      Overland Park, Kansas 66225-6128                     (816) 983-8000
               (913) 338-1000



                                  -------------

     Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, check the following box. |_|

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_|

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(d)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|


     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated  filer, a non-accelerated  filer, or a smaller reporting company.
See the  definitions  of "large  accelerated  filer,"  "accelerated  filer"  and
"smaller reporting company" in Rule 12b2 of the Exchange Act.

Large accelerated filer    |_|             Accelerated filer         |_|

Non-accelerated filer      |_|             Smaller reporting company |X|

                         CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                                      Proposed
  Title of Each Class                                 Offering       Proposed
   of Securities to                     Amount to be  Price Per      Aggregate         Amount of
     be Registered                       Registered     Share     Offering Price    Registration Fee
-------------------------------------------------------------------------------------------------------------
Nontransferable common                   2,470,242        --           --               -- (1)
stock subscription rights
                                                                  $6,012,000 (2)
Common Stock, par value $1.00 per share    334,000      $18.00 (2)                     $335.47
=============================================================================================================

(1)  The   nontransferable   subscription   rights  are  being  issued   without
     consideration. Pursuant to Rule 457(g) under the Securities Act of 1933, as
     amended,  no separate  registration  fee is required because the rights are
     being registered in the same registration statement as the securities to be
     offered pursuant thereto.
(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(o) under the Securities Act of 1933, as amended.


================================================================================




                                   PROSPECTUS



                  Nontransferable Subscription Rights for up to
                         334,000 Shares of Common Stock



     We are  distributing  to holders of our  outstanding  common  stock,  at no
charge,  non-transferable  subscription rights to purchase up to an aggregate of
334,000  shares of our common stock at a cash  subscription  price of $18.00 per
share.

     You are  receiving  this  prospectus  because you held shares of our common
stock as of the close of business on November 10, 2008, the record date for this
rights  offering.  We have  granted  you one right for each  share of our common
stock  that you owned on the  record  date.  You may  purchase  one share of our
common stock for every 7.396 rights  granted to you. If you exercise your rights
in full,  you may also  exercise an  oversubscription  right to purchase (at the
same  subscription  price)  additional  shares of common  stock  that may remain
unsubscribed at the expiration of the rights offering.

     The  rights  will  expire  if  they  are  not  exercised  and  paid in full
(including final clearance of any checks) by 5:00 p.m., Eastern Time on December
5 , 2008, unless we extend the rights offering in our sole discretion.

     Shares of our  common  stock are  traded on the Over the  Counter  Bulletin
Board  ("OTCBB")  under the  trading  symbol  "BVBC." On October 31 ,  2008,  the
closing sales price for our common stock was $25.00 per share.

                                OFFERING SUMMARY

                                         Per Share                Total
                                   -------------------     -------------------

Subscription Price                       $  18.00             $   6,012,000
Proceeds, before expenses, to Blue       $  18.00             $   6,012,000
Valley Ban Corp.

     Investing in our common stock  involves a high degree of risk.  We urge you
to  carefully  read the "Risk  Factors"  section  beginning  on page 21  of this
prospectus,  the Section titled "Risk Factors" in our Annual Report on Form 10-K
for the year ended  December 31, 2007 and all other  documents  incorporated  by
reference  in this  prospectus  to read about the  important  factors you should
consider before determining whether to exercise your subscription rights.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.


     The shares of our common  stock are not  deposits  or savings  accounts  or
other obligations of any bank or savings association, and are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency.

                The date of this prospectus is November 10 , 2008


                                TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING.............................. 1
PROSPECTUS SUMMARY........................................................... 7
       The Company........................................................... 7
       The Rights Offering...................................................7
       Other Developments.................................................... 9
       Our Market Area...................................................... 10
       Lending Activities................................................... 11
       Loan Portfolio....................................................... 11
       Investment Activities................................................14
       Deposit Services..................................................... 15
       Investment Brokerage Services........................................15
       Trust Services.......................................................15
       Competition.......................................................... 16
       Employees............................................................ 16
       Properties...........................................................16
       Legal Proceedings.................................................... 17
       Summary Financial Data............................................... 17
FORWARD-LOOKING STATEMENTS.................................................. 20
RISK FACTORS................................................................ 21
       Risks Related to the Rights Offering................................. 21
       Risks Related to Blue Valley......................................... 22
       Risks Related to Investment in our Common Stock...................... 25
USE OF PROCEEDS............................................................. 25
MARKET PRICE AND DIVIDENDS ON OUR COMMON STOCK.............................. 26
DILUTION.................................................................... 27
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES............................... 27
PLAN OF DISTRIBUTION........................................................ 29
DESCRIPTION OF SECURITIES TO BE REGISTERED.................................. 30
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................................... 31
MANAGEMENT.................................................................. 32
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS........................... 32
CERTAIN RELATIONSHIPS WITH RELATED PARTY TRANSACTIONS....................... 35
INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES....................... 35
LEGAL MATTERS............................................................... 36
EXPERTS..................................................................... 36
INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS............................. 36 

                                      (i)


                 QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING

     The following are examples of what we anticipate  will be common  questions
about the rights  offering.  The answers are based on selected  information from
this prospectus and may not contain all of the information  that is important to
you. This prospectus includes specific terms of the rights offering,  as well as
information  regarding our business,  including  potential  risks related to the
rights  offering and our common stock.  We encourage you to read this prospectus
in its entirety.


Q:   What is the rights offering?

A:   The rights offering is a distribution to holders of our common stock, at no
     charge,  of  nontransferable  rights to purchase shares of our common stock
     based on your ownership of common stock as of November 10 , 2008, the record
     date.  You may  purchase  one whole share of our common stock at $18.00 per
     share for every 7.396 rights granted to you.

Q:   Why do I need to  exercise  7.396  rights to  purchase  one share of common
     stock?

A:   As of September 30, 2008, we had outstanding 2,470,242 shares of our common
     stock.  By  granting  one right for each  share of  common  stock,  we have
     granted an  aggregate  of  2,470,242  rights.  As a result,  because we are
     targeting  the sale of  334,000  shares  of  common  stock  in this  rights
     offering, you must exercise 7.396 rights to acquire one share.

Q:   What is a subscription right?

A:   A subscription  right is the right to purchase  shares of our common stock.
     Because we have  2,470,242  shares of common stock  outstanding  and we are
     targeting  the  sale of  334,000  shares  in  this  rights  offering,  each
     subscription  right carries with it a basic  subscription right to purchase
     .1352 of a share of our common stock. Each subscription right also includes
     a conditional  oversubscription  right to purchase additional shares of our
     common stock.

Q:   What is the basic subscription right?

A:   Each  subscription  right  entitles you to purchase .1352 of a share of our
     common stock at the subscription price of $18.00 per share. We have granted
     to you, as a stockholder of record on the record date, a subscription right
     for each  share of our  common  stock  you owned at that  time.  Fractional
     shares  of our  common  stock  resulting  from the  exercise  of the  basic
     subscription right will be eliminated by rounding down to the nearest whole
     share, with the total subscription payment being adjusted accordingly.  For
     example,  if you owned 1,000 shares of our common stock on the record date,
     your basic  subscription  right  would  permit the  purchase  of 135 shares
     [1,000  purchase  rights / 7.396= 135.21  shares,  with  fractional  shares
     rounded  down to the  nearest  whole  number].  You may  exercise  all or a
     portion of your basic subscription right, or you may choose not to exercise
     any  subscription  rights at all.  However,  if you exercise less than your
     full basic  subscription  right,  you will not be entitled to exercise your
     oversubscription right.


Q:   What is the oversubscription right?

A:   If any holders of  subscription  rights do not fully  exercise  their basic
     subscription  rights as of the expiration time of the rights  offering,  we
     will permit  stockholders  who do fully exercise  their basic  subscription
     rights to subscribe for  additional  shares of our common stock at the same
     subscription  price  per  share,  on the pro rata  basis  described  below,
     rounded down to the nearest whole share number. This oversubscription right
     will  be  available   only  to   stockholders   who  exercise  their  basic
     subscription rights in full.

     If sufficient  shares of common stock are available,  we will seek to honor
     your  oversubscription  request  in  full.  If,  however,  oversubscription
     requests  exceed the number of shares of common  stock  available,  we will
     allocate  the  available  shares of common  stock  among  stockholders  who
     oversubscribed  by  multiplying  the  number  of shares  requested  by each
     stockholder  through  the  exercise of their  oversubscription  rights by a
     fraction  that  equals  (x) the  number  of shares  available  to be issued
     through  oversubscription  rights divided by (y) the total number of shares

                                       1


     requested by all subscribers through the exercise of their oversubscription
     rights.  As described above for the basic  subscription  right, we will not
     issue fractional shares through the exercise of oversubscription rights.

     If the  number of basic  subscription  rights and  oversubscription  rights
     exercised  exceeds 334,000 shares,  our Board of Directors may, at its sole
     discretion,  elect to honor these oversubscription requests in an amount up
     to an additional  66,800  shares.  These  proceeds will be used for general
     corporate purposes and capital enhancement.  See the section captioned "Use
     of Proceeds," for more details.

Q:   How many shares may I purchase if I exercise my subscription rights?

A:   The  number of shares of common  stock you can  purchase  under  your basic
     subscription  rights will depend on the number of  subscription  rights you
     receive.  You will receive one basic  subscription  right for each share of
     our common stock you hold on the record date. Each basic subscription right
     entitles  you to  purchase  .1352  of a share  of our  common  stock at the
     subscription price of $18.00 per share.

     Upon  exercising  your basic  subscription  right,  you may  exercise  your
     oversubscription  right to subscribe for additional  shares.  However,  the
     actual  number of shares you will be entitled to receive  upon  exercise of
     your  oversubscription  rights  will not be  determinable  until  after the
     expiration time of the rights offering and the pro rata allocation.

Q:   What  if  there  is  an  insufficient  number  of  shares  to  satisfy  the
     oversubscription requests?

A:   If there is an insufficient number of shares available to fully satisfy the
     oversubscription requests of rightsholders,  each subscription rightsholder
     who exercised his or her oversubscription  right will receive the available
     shares  pro rata,  rounded  down to the  nearest  whole  share  number,  as
     described above. Any excess subscription payments will be returned, without
     interest  or  deduction,  promptly  after  the  expiration  of this  rights
     offering.

Q:   Am I required to participate in the rights offering?

A:   No.

Q:   Why are we conducting the rights offering?

A:   We are  conducting  the  rights  offering  to  raise  capital  for  general
     corporate  purposes and capital  enhancement.  Our Board of  Directors  has
     chosen to raise capital through a rights offering to give our  stockholders
     the  opportunity  to  limit  ownership  dilution  from a  capital  raise by
     allowing  our current  stockholders  to purchase  additional  shares of our
     common stock. We cannot determine the amount of dilution that a stockholder
     will  experience  or whether the rights  offering will be  successful.  See
     the section captioned, "Use of Proceeds," for more details.

Q:   Will the Company be issuing fractional shares of common stock?

A:   No. You may not purchase  fractional shares of common stock pursuant to the
     exercise of subscription rights. We will accept any subscription indicating
     a purchase of fractional shares by rounding down to the nearest whole share
     number and promptly  refunding  without interest any payment received for a
     fractional share.

Q:   If I wish to exercise my rights, do I have to exercise all of my rights?

A:   No.  You  may  exercise  some  or all of your  basic  subscription  rights.
     However, if you subscribe for fewer than all the shares represented by your
     basic subscription  rights, your remaining rights are  non-transferable and
     will expire at the expiration time of the rights offering. You may not sell
     your  remaining  rights.  In  addition,  you may  only  participate  in the
     oversubscription portion of this rights offering if you exercise your basic
     subscription rights in full.

Q:   How long will the rights offering remain open?

A:   The rights  offering will commence on the day this  registration  statement
     becomes  effective.  The rights offering will remain open for 24 days after
     commencement,  and the rights will expire at 5:00 p.m.,  Eastern  Time,  on

                                       2


     December 5, 2008 unless we extend the rights offering. We reserve the right
     to extend the rights  offering at our discretion for a period not to exceed
     45  additional  days  beyond  December  5,  2008,  in which  event the term
     "expiration  time" will mean the  latest  date and time to which the rights
     offering  has been  extended.  We will  make a public  announcement  of any
     extension by issuing a press release  prior to 9:00 a.m.,  Eastern Time, on
     the next business day after the previously  scheduled  expiration  time and
     filing a  Current  Report  on Form 8-K with  the  Securities  and  Exchange
     Commission.  In addition,  if the  commencement  of the rights  offering is
     delayed,  the  expiration  time of the rights  offering  will be  similarly
     delayed.  In that event,  we will notify you by issuing a press release and
     filing a  Current  Report  on Form 8-K with  the  Securities  and  Exchange
     Commission.

Q:   When must I exercise my oversubscription rights?

A:   You must exercise your oversubscription rights when you exercise your basic
     subscription  rights in full.  However,  the number of shares for which you
     will be entitled to subscribe under your oversubscription  rights cannot be
     determined until after the expiration time of the rights offering period.

Q:   What happens if I choose not to exercise my subscription rights?

A:   You will retain your current  number of shares of our common stock.  If you
     choose not to exercise your subscription rights, then the percentage of our
     capital stock held by you will decrease, and the magnitude of the reduction
     will depend upon the extent to which other  rightsholders  subscribe in the
     rights offering.

Q:   Will I be charged a sales  commission or a fee by the Company if I exercise
     my subscription rights?

A:   No. We will not charge a brokerage commission or a fee to rightsholders for
     exercising  their  subscription  rights.  However,  if  you  exercise  your
     subscription  rights  through  a  broker  or  nominee,  then  you  will  be
     responsible for any transaction fees charged by your broker or nominee.

Q:   What is the Board of Directors'  recommendation  regarding whether I should
     exercise my rights in the rights offering?

A:   Our Board of Directors is not making any  recommendation  as to whether you
     should  exercise  your  subscription  rights.  You are  urged to make  your
     decision  based on your  own  assessment  of our  business  and the  rights
     offering.

Q:   Will  our  directors  and  executive  officers  participate  in the  rights
     offering?

A:   We expect our  directors  and  executive  officers and the directors of the
     Company's  primary  wholly-owned  subsidiary,  Bank  of  Blue  Valley  (the
     "Bank"),   together  with  their  affiliates,  to  subscribe  for,  in  the
     aggregate,  246,421  shares of common stock in the rights  offering,  which
     includes shares expected to be acquired with their oversubscription rights.
     The purchase price paid by them will be $18.00 per share,  the same paid by
     all other  persons who  purchase  shares of our common stock in this rights
     offering.  Assuming our directors and their affiliates  purchase the number
     of shares in this rights offering  reflected  herein,  and assuming we sell
     334,000 shares of stock in the rights offering, our directors and executive
     officers and the directors of the Bank, together with their affiliates, are
     expected  to  own   approximately   1,443,402   shares  of  common   stock,
     representing  approximately 51% of our total  outstanding  shares of common
     stock.

Q:   How was the subscription price established?

A:   In determining the subscription price, our Board of Directors  considered a
     number of factors,  including: the price at which our stockholders might be
     willing to  participate  in the rights  offering,  historical  and  current
     trading  prices for our common  stock,  the need for liquidity and capital,
     potential  market  conditions,  and the desire to provide an opportunity to
     our stockholders to participate in the rights offering on a pro rata basis.
     In  conjunction  with its review of these  factors,  our Board of Directors
     also  reviewed our history and  prospects,  including  our past and present
     earnings,   our  prospects  for  future  earnings,  our  current  financial
     condition and our regulatory status.  Although we did not seek or obtain an
     opinion of a financial  advisor in establishing the  subscription  price, a
     special  committee of the Board of Directors  was provided  with  financial
     information  concerning current market conditions,  trading values of other
     bank holding companies, and recent public common stock offerings (and other

                                       3


     recent capital raising efforts) of bank holding companies. The subscription
     price is not necessarily  related to our book value, net worth or any other
     established  criteria  of value and may or may not be  considered  the fair
     value of our common stock. You should not assume or expect that, after this
     offering,  our shares of common stock will trade at or above the $18.00 per
     share purchase price.

Q:   Is exercising my subscription rights risky?

A:   Yes.  Investing in our securities  involves  risks.  Exercising your rights
     should be considered as carefully as any other equity  investment.  Some of
     the risks include the following:

     •    You may not revoke your subscription rights once you exercise them and
          so you could be committed to buying shares above the prevailing market
          value of our common stock.

     •    If you do not act promptly and follow subscription instructions,  then
          we may reject your exercise of subscription rights.

     •    For a  more  complete  discussion  of the  risks  associated  with  an
          investment  in our  common  stock,  you  should  carefully  review the
          section captioned "Risk Factors".

Q:   May I transfer  my  subscription  rights if I do not want to  purchase  any
     shares?

A:   No. Your subscription rights are not transferable.

Q:   How many shares will be outstanding after the rights offering?

A:   There were 2,470,242 shares of our common stock outstanding as of September
     30,  2008.  If all of the  rights  we are  offering  are  exercised  by our
     stockholders,  and the  Board of  Directors  does not  decide,  in its sole
     discretion,  to increase the offering by up to 66,800 shares, there will be
     2,804,242 shares of our common stock outstanding.

Q:   After I exercise my subscription rights, can I change my mind and cancel my
     purchase?

A:   No. All exercises of subscription rights are irrevocable.

Q:   What are the federal income tax  consequences of receiving or exercising my
     subscription rights as a holder of common stock?

A:   A holder of common  stock  will not  recognize  income or loss for  federal
     income tax purposes upon the receipt or exercise of subscription  rights in
     the rights  offering.  We urge you to  consult  your own tax  adviser  with
     respect to the particular tax  consequences  of the rights  offering or any
     related share purchases by you. See the section  captioned,  "Material U.S.
     Federal Income Tax Consequences," for more details.

Q:   If the rights offering is not completed,  will my  subscription  payment be
     refunded to me?

A:   Yes. The subscription agent will hold all funds it receives in escrow until
     completion of the rights offering.  If the right offering is not completed,
     the  subscription  agent  will  return  promptly,   without  interest,  all
     subscription  payments.  We reserve the right to terminate  the offering at
     any time if, due to market conditions or otherwise,  the Board of Directors
     deems it advisable not to proceed with the rights offering.

Q:   To whom should I send my forms and payment?

A:   If your shares are held in the name of a broker,  or other nominee  holder,
     then you  should  send your  subscription  documents,  subscription  rights
     certificate,   notice  of   guaranteed   delivery  (if   applicable),   and
     subscription payment to that record holder. If you are the record holder of
     the shares, then you should send your subscription documents,  subscription
     rights  certificate,  and  subscription  payment  to  Computershare  at the
     following address:

                                       4


                                By Mail,

                        Computershare Trust Company, N.A.
                             Attn: Corporate Actions
                                               P.O. Box 43011, Suite V
                       Providence, Rhode Island 02940-3011


                              By Overnight Courier

                        Computershare Trust Company, N.A.
                             Attn: Corporate Actions
                           250 Royall Street, Suite V
                           Canton, Massachusetts 02021


     You are solely  responsible  for completing  delivery to the  Computershare
     (the  "Subscription  Agent") of your subscription  documents,  subscription
     rights  certificate,  notices of guaranteed  delivery (if applicable),  and
     subscription  payment. We urge you to allow sufficient time for delivery of
     your  subscription  materials  to the  subscription  agent so that they are
     received by the subscription  agent by 5:00 p.m., Eastern Time, on December
     5, 2008.

     If you send a payment that is insufficient to purchase the number of shares
     you requested, or if the number of shares you requested is not specified in
     the  forms,   the  payment  received  will  be  applied  to  exercise  your
     subscription  rights to the fullest extent  possible based on the amount of
     the  payment  received,  subject to the  availability  of shares  under the
     oversubscription right and the elimination of fractional shares. Any excess
     subscription  payments received by the subscription agent will be returned,
     without  interest,  as soon as practicable  following the expiration of the
     rights offering.

Q:   What form of  payment  is  required  to  purchase  the shares of our common
     stock?

A:   As described in the subscription rights certificate,  payments submitted to
     the Subscription Agent must be made in full by United States currency by:

     •    personal or certified check to Computershare Inc., drawn upon a United
          States bank; or

     •    postal,  telegraphic  or express money order payable to  Computershare
          Inc.

     See the exhibit  captioned,  "Form of Instructions As to Use of Blue Valley
     Ban Corp. Subscription Rights Certificates" for more details.

Q:   What should I do if I want to  participate  in the rights  offering  but my
     shares are held in the name of my broker, custodian bank, or other nominee?

A:   If you hold shares of our common stock through a broker, custodian bank, or
     other  nominee,  then we will ask your  broker,  custodian  bank,  or other
     nominee to notify you of the rights offering.  If you wish to exercise your
     subscription  rights,  then you will  need to have your  broker,  custodian
     bank, or other nominee act for you.

Q:   When will I receive my new shares?

A:   If you purchase  stock in the rights  offering by submitting a subscription
     rights  certificate  and  payment,  we will  mail  you a stock  certificate
     representing your new shares as soon as practicable after the expiration of
     the rights offering; however, we will not be able to begin calculations for
     any  oversubscription pro rata allocations and adjustments until three days
     after the expiration time of the rights offering,  which is the latest date
     for  our

                                       5


     stockholders to deliver the subscription  rights  certificate  according to
     the  guaranteed  delivery  procedures.  If  your  shares  are  held by your
     nominee, and you participate in the rights offering, you will not receive a
     stock  certificate for your new shares.  Your nominee will be credited with
     the shares of common stock you  purchase in the rights  offering as soon as
     practicable after the expiration of the rights offering.

Q:   What should I do if I have other questions?

A:   If you have questions or need assistance about the procedure for exercising
     your  rights,  please  contact  Computershare,   which  is  acting  as  our
     subscription agent and transfer agent, at:


                                   By Telephone


                        (800) 546-5141 or (781) 575-2765


        (From 9:00 a.m. to 5:30 p.m, Eastern Time, Monday through Friday)


                                     By Mail

                        Computershare Trust Company, N.A.
                             Attn: Corporate Actions
                            P.O. Box 43011, Suite V
                      Providence, Rhode Island 02940-3011


     You may also  contact  Bob  Regnier,  our  President  and  Chief  Executive
     Officer,  at (913) 234-2240 or Mark Fortino our Chief Financial Officer, at
     (913)  234-2345 from 8:00 a.m. to 5:00 p.m.,  Central Time,  Monday through
     Friday, if you have any questions.

                                       6


                               PROSPECTUS SUMMARY

     This summary highlights  information contained elsewhere in this prospectus
or incorporated  herein.  Because this is a summary, it does not contain all the
information that may be important to you. For a more complete understanding, you
should  carefully read the more detailed  information set out in this prospectus
or in the documents  incorporated  by reference,  especially  the "Risk Factors"
section,  as well as the  financial  statements  and the related  notes to those
statements included elsewhere in this prospectus.

                                   The Company

     All references in this prospectus to "we," "us," "our," "Company" and "Blue
Valley"  refers to Blue  Valley  Ban  Corp.,  a Kansas  corporation,  unless the
context requires  otherwise.  Blue Valley is a $788 million dollar  bank holding
company organized in 1989. The Company's primary  wholly-owned  subsidiary,  the
Bank, was also  organized in 1989 to provide  banking  services to  closely-held
businesses  and their owners,  professionals  and  residents in Johnson  County,
Kansas, a high growth,  demographically  attractive area within the Kansas City,
Missouri -- Kansas  Metropolitan  Statistical  Area (the "Kansas City MSA"). The
focus of Blue Valley has been to take  advantage of the current and  anticipated
growth in our market  area as well as to serve the needs of small and  mid-sized
commercial borrowers -- customers that we believe currently are underserved as a
result of banking  consolidation in the industry generally and within our market
specifically.  In addition,  Blue Valley has established a national  presence by
originating    residential    mortgages    nationwide    through    the   Bank's
InternetMortgage.com website.

     The Bank  operates  a total of six  banking  center  locations  in  Johnson
County,  Kansas,  including our main office and a mortgage  operations office in
Overland Park,  both of which include lobby banking  centers,  and  full-service
offices in Leawood, Lenexa, Olathe, and Shawnee, Kansas.

     The lending activities are focused on commercial  lending,  and to a lesser
extent, consumer lending, residential mortgage origination services and leasing.
The Company  strives to  identify,  develop and  maintain  diversified  lines of
business that provide  acceptable  risk-adjusted  returns.  Our primary lines of
business  consist of commercial,  commercial real estate,  construction,  lease,
residential real estate, consumer, and home equity loans.

     The Company also seeks to develop  lines of business that  diversifies  the
Bank's  revenue  sources,  increases the Bank's  non-interest  income and offers
additional value-added services to the Bank's customers. We develop these new or
existing lines of business while monitoring related risk factors. In addition to
fees  generated  in  conjunction  with  lending  activities,  the  Bank  derives
non-interest income by providing mortgage origination services, deposit and cash
management services, investment brokerage services and trust services.

     In addition to the Bank, the Company has three  wholly-owned  subsidiaries:
Blue Valley  Building  Corp.,  which owns the  buildings  and real property that
comprise the headquarters,  mortgage operations facility and the Leawood banking
center; and BVBC Capital Trust II and BVBC Capital Trust III, which were created
to offer the Company's  trust  preferred  securities  and to purchase our junior
subordinated debentures.

     The  proceeds  from the sale of common  stock  resulting  from this  rights
offering will be invested by the Company in the Bank to further  strengthen  the
well  capitalized  condition  of the Bank.  See the  section of this  prospectus
captioned "Use of Proceeds" for further details.

     Our principal executive offices are located at 11935 Riley,  Overland Park,
Kansas  66225-6128,  and our  telephone  number is (913)  338-1000.  Our website
address is  http://www.bankbv.com.  Information  included  or referred to on our
website  is not  incorporated  by  reference  in or  otherwise  a part  of  this
prospectus.


                               The Rights Offering


Securities Offered By Us:  We are  distributing  to you,  at no charge,  a  non-transferable
                           subscription  right for each share of our  common  stock that you
                           owned as of 5:00 p.m.,  Eastern Time,  on November

                                       7


                           10, 2008,  the record  date,  either as a holder of record or, in
                           the case of shares held of record by  custodian  banks,  brokers,
                           dealers,  or other nominees on your behalf, as a beneficial owner
                           of such shares. If the rights offering is fully  subscribed,  the
                           gross proceeds from the rights offering will be $6,012,000.

Subscription Price:        $18.00 per share

Common Stock to be         Assuming no options are exercised  prior to the expiration of the
Outstanding  Immediately   rights  offering  and  assuming all shares are sold in the rights
After This Offering:       offering, we expect approximately 2,804,242 shares of our  common
                           stock will  be outstanding  immediately  after  completion of the
                           rights offering.

Record Date:               5:00 p.m. Eastern Time on November 10, 2008

Basic Rights of Common     Each holder of our common stock on the record date is entitled to
Stockholders:              receive a  subscription  right for each whole share of our common
                           stock  owned by such  holder on the record date.  For each  basic
                           subscription right you hold, you may purchase .1352 of a share of
                           our common stock.

Oversubscription Right:    In the event  that you  purchase  all of the shares of our common
                           stock  available  to you  pursuant  to  your  basic  subscription
                           right,  you may also  choose to purchase a  portion of any shares
                           of our common stock that our other  stockholders  do not purchase
                           through  the  exercise of their basic  subscription  rights.  The
                           number  of shares  of our  common  stock that  you  may  purchase
                           pursuant to this oversubscription right may be limited.

Nontransferability:        You may not transfer your subscription rights.

Maximum Offering:          The  maximum  number  of  shares  to be sold in this  offering  is
                           334,000,  plus any  oversubscription  rights  that  the  Board  of
                           Directors, in its sole discretion, elects to honor in an amount up
                           to an additional 66,800 shares.

Irrevocability:            Once you submit a subscription, you may not revoke it.

Best Efforts Offering:     We are offering the shares on a best  efforts  basis.  This means
                           there is no guarantee  that we will be able to sell all or any of
                           the shares offered.  We intend to pay no commissions on shares we
                           sell in this  offering.  However,  we have  reserved the right to
                           retain  brokers  or sales  agents  to assist  us in  selling  the
                           shares, if we deem it necessary.

No Recommendation:         Our Board of Directors is making no  recommendation as to whether
                           you should  subscribe  for shares  pursuant  to either your basic
                           right or your oversubscription right.

Board and Executive        We expect our directors and executive  officers and the directors
Officer Commitment:        of the Bank, together with their affiliates, to subscribe for, an
                           aggregate  of  246,421  shares  of  common  stock  in the  rights
                           offering, which includes shares acquired in connection with their
                           oversubscription  rights. The purchase price paid by them will be
                           $18.00 per share, the same paid by all other persons who purchase
                           shares of our common stock in this rights offering.

Use Of Proceeds:           We intend to use these net proceeds for capital  enhancement  and
                           for  general  corporate   purposes.   See  the  section  of  this
                           prospectus captioned "Use of Proceeds" for further details.

Risk Factors:              See the  section of  this  prospectus  captioned  "Risk  Factors"
                           beginning  on  page 21 and  other  information  included  in this
                           prospectus  for a discussion  of certain  factors that you should
                           carefully  consider  before  making a  decision  to invest in our
                           common stock.

                                       8


Expiration Date:           The offering will terminate on December 5, 2008,  unless extended
                           by our Board of Directors for up to an additional 45 days.

Subscription Agent and     We  have  retained   Computershare  Inc.,  and  its  fully  owned
Transfer Agent:            subsidiary  Computershare  Trust  Company,  N.A.,  to  act as the
                           subscription agent and information agent for the rights offering.
                           The process for you to follow in communicating with Computershare
                           is  set  forth  in  the  section  of  this  prospectus  captioned
                           "QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING".

Additional Documents:      In addition to the information contained in this prospectus, this
                           document also incorporates by reference portions of our March 31,
                           2008, June 30, 2008, and September 30, 2008 Quarterly  Reports on
                           Form  10-Q,  our  Annual  Report on Form 10-K for the year  ended
                           December 31, 2007, and our definitive proxy statement on Schedule
                           14A filed April 14, 2008.

                               Other Developments

     As result of one deteriorating commercial credit and a continued decline in
the credit  quality of the real estate and  construction  loan  portfolio,  Bank
management  decided  recently to increase the  provision  for loan losses at the
Bank.  Management  of the Bank also  recognized  the impact of the industry wide
decline in the real  estate  market and the  general  economy.  Bank  management
assessed the loan portfolio,  specifically the non performing loans, on a credit
by credit basis and reached the judgment that it would be  appropriate to charge
down $9.7 million in non performing  loans to account for these impaired  loans.
Based on this  analysis,  Bank  management  made a provision  for loan losses of
$12.1 million in the third quarter of 2008. Of the $9.7 million in loans written
down, 48% related to the real estate and  construction  market and the remaining
amount was a result of one  deteriorating  commercial  credit.  Bank  management
believes they have  identified the  significant  non  performing  loans and will
continue to aggressively  pursue collection of these loans.  Management believes
they have  aggressively  addressed  the  decline  in its loan  portfolio  credit
quality with this  provision.  Included in the  provision  for loan losses was a
$1.1 million  reserve for  potential  uncollected  deposit  overdrafts  with one
commercial  relationship.  The Bank's credit  administration  function  performs
monthly  analyses  on the loan  portfolio  to assess and report on risk  levels,
delinquencies,  internal  ranking  system  and  overall  credit  exposure.  Bank
management  and the Bank's  Board of  Directors  review the  allowance  for loan
losses  monthly,  considering  such  factors as current and  projected  economic
conditions,  loan growth, the composition of the loan portfolio, loan trends and
classifications, and other factors. The Bank makes provisions for loan losses in
amounts that  management  deems  necessary to maintain  the  allowance  for loan
losses at an appropriate level.

     Even though the  provision  for loan losses was the primary  reason for the
$6.2 million net loss for the quarter  ending  September 30, 2008,  the Bank had
$11.8 million more capital as of September 30, 2008 than the amount necessary to
remain  "well-capitalized"  by regulatory  standards.  However,  in an effort to
immediately replace the capital, the Board of Directors has approved this rights
offering  to  existing  shareholders  to raise  approximately  $6.0  million  in
capital.  The capital raised will be invested in the Bank to further enhance its
capital levels and for general corporate purposes.

     Management  and the  Board of  Directors  believe  that as the  residential
construction  development markets become more stable, the remaining level of non
performing assets will decrease and potential recoveries of amounts written down
are possible.  If the level of non  performing  assets do not  decrease,  we are
likely to be under increased regulatory scrutiny,  which may include enforcement
actions  against us. In response to these  factors,  the Board of Directors  has
chosen  to take the  following  actions,  along  with the  increase  in  capital
resulting  from this rights  offering.  The following list is not intended to be
all inclusive and other actions may be necessary as economic conditions change:

•    We have developed a classified asset team, including individuals whose
     sole responsibility will be to continue to reduce  non-performing assets as
     quickly as possible.

                                        9


•    We will continue to review and revise,  as appropriate,  our loan portfolio
     management    procedures   and   processes    which   will   include   loan
     diversification,  increased underwriting standards, intensified loan review
     and aggressive problem asset identification.

•    We will  take  necessary  steps in  order to  remain  well  capitalized  as
     determined by regulatory standards applicable to the Bank and the Company.

•    The Bank has done a  restructuring  of staffing and reduced the number
     of employees by approximately 10%. In particular, the Bank restructured its
     banking  center  operations,   mortgage  division,  and  leasing  portfolio
     divisions, along with implementing other potential cost saving measures. As
     a result,  the Bank expects to save approximately $1.1 million on an annual
     basis in salary and employee benefits.

     In early  October,  2008,  President  Bush  signed  into law the  Emergency
Economic Stabilization Act ("EESA"),  which is principally designed to allow the
U.S. Treasury and other government  agencies to take action to restore liquidity
and  stability  to the  U.S.  financial  system.  As part of  EESA,  the  FDIC's
insurance  coverage for deposits has increased  from $100,000 to $250,000  until
December 31, 2009.  Further,  the FDIC has  announced  the  Temporary  Liquidity
Guarantee Program. The program is designed to encourage confidence and liquidity
in the banking system by guaranteeing  the newly issued senior unsecured debt of
banks,  thrifts,  and certain holding  companies.  The program will also provide
full coverage of non-interest bearing deposit transaction  accounts,  regardless
of the dollar amount.

                                 Our Market Area

     The Bank operates  primarily as a community bank, serving the banking needs
of small- and  medium-sized  companies and  individuals  in the Kansas City MSA.
Specifically, our trade area consists of Johnson County, Kansas. We believe that
coupling  our  strategy  of  providing  exceptional  customer  service and local
decision making with  attractive  market  demographics  has led to the continued
growth of our total assets and deposits.

     The income  levels  and  growth  rate of  Johnson  County,  Kansas  compare
favorably to national averages. Johnson County's population growth rate ranks in
the top 9% of counties nationally, and its per capita income ranks in the top 2%
of counties  nationally.  Johnson County is also a significant banking market in
the State of Kansas and in the Kansas City MSA.  According to available industry
data, as of June 30, 2008, total deposits in Johnson County,  including those of
banks,  thrifts and credit  unions,  were  approximately  $14.5  billion,  which
represented  25.14% of total deposits in the state of Kansas and 31.44% of total
deposits in the Kansas City MSA.

     As our founders  anticipated,  the trade area  surrounding our main banking
facility in Overland  Park,  Kansas has become one of the most highly  developed
retail  areas in the Kansas  City MSA.  Our Olathe,  Kansas  facility is located
approximately  10 miles  southwest  of our main  office and opened in 1994.  The
Shawnee,  Kansas banking  facility is  approximately  20 miles  northwest of our
headquarters  location.  We entered  into the Shawnee  market in 1999 and in the
first quarter of 2001,  construction  of our  freestanding  banking  facility in
Shawnee was completed and operations  commenced in that  facility.  The Leawood,
Kansas  banking   facility  is   approximately   five  miles  southeast  of  our
headquarters  location.  We entered into the Leawood  market in 2002, and in the
second quarter of 2004 we completed  construction  of our  freestanding  banking
facility in Leawood and operations  commenced in that  facility.  During 2003 we
acquired an office  building in Overland  Park,  Kansas  approximately  one mile
northwest of our headquarters  location.  At this location,  we consolidated our
mortgage operations and certain bank operations  and  opened a banking facility.
The Lenexa,  Kansas banking facility is  approximately  seven miles northwest of
our headquarters  location. The Lenexa facility was opened in February 2007 when
we acquired Unison Bancorp, Inc., and its subsidiary,  Western National Bank. We
made this  acquisition  to  continue  our  expansion  in  Johnson  County and to
establish our first presence in the Lenexa market.

                                       10


                               Lending Activities

Overview

     Our principal loan categories include  commercial,  commercial real estate,
construction,  leasing  and  residential  mortgages.  We also offer a variety of
consumer loans and home equity loans.  Our primary source of interest  income is
interest  earned on our loan  portfolio.  As of September  30,  2008,  our loans
represented approximately 81.55% of our total assets, our legal lending limit to
any one borrower was $21.6 million,  and our largest single  borrower as of that
date had outstanding loans of $12.8 million.

     We have been  successful  in expanding  our loan  portfolio  because of the
commitment of our staff and the economic  growth in our area of  operation.  Our
staff has significant  experience in lending and has been successful in offering
our products to both potential and existing  customers.  We believe that we have
been   successful  in   maintaining   our  customers   because  of  our  staff's
attentiveness  to their  financial  needs and the  development  of  professional
relationships  with them. We strive to become a strategic  business partner with
our customers, not just a source of funds.

     We conduct our lending activities  pursuant to the loan policies adopted by
our Board of Directors.  These  policies  currently  require the approval of our
loan committee of all commercial  credits in excess of $1.5 million and all real
estate  credits  in  excess  of $2.5  million.  Credits  up to $1.5  million  on
commercial  loans and $2.5  million on real estate  loans can be approved by the
Bank's President and a combination of two senior loan management  officers.  Our
management  information systems and loan review policies are designed to monitor
lending  sufficiently  to ensure  adherence to our loan policies.  The following
table shows the composition of our loan portfolio at September 30, 2008.


                                 Loan Portfolio

                                                        As of September 30, 2008
                                                    --------------------------------
                                                        Amount           Percent
                                                             (In thousands)
Commercial......................................    $      160,576          24.98 %
Commercial real estate..........................           163,095          25.37
Construction....................................           186,731          29.05
Lease financing.................................            19,595           3.05
Residential real estate.........................            43,236           6.72
Consumer........................................            15,684           2.44
Home equity.....................................            53,929           8.39
                                                      -------------   ------------
      Total loans and leases....................           642,846         100.00 %
Less allowance for loan losses..................            11,756
                                                      -------------
Loans receivable, net...........................    $      631,090
                                                      =============

Commercial Loans.

     As of September 30, 2008,  approximately  $160.6 million, or 24.98%, of our
loan portfolio  represented  commercial  loans.  The Bank has developed a strong
reputation for providing and servicing  small business and commercial  loans. We
have expanded this portfolio  through the addition of commercial  lending staff,
their business development efforts, our reputation and the acquisition of Unison
Bancorp,  Inc. and its subsidiary,  Western  National Bank, in 2007.  Commercial
loans have historically been a significant  portion of our loan portfolio and we
expect to continue our emphasis on this loan category.

     The Bank's commercial lending activities historically have been directed to
small and medium-sized  companies in or near Johnson County, Kansas, with annual
sales  generally  between  $100,000  and  $20  million.  The  Bank's  commercial
customers  are  primarily  firms  engaged  in  manufacturing,  service,  retail,
construction,  distribution and sales with significant  operations in our market
areas.  The  Bank's  commercial  loans are  primarily  secured  by real

                                       11


estate, accounts receivable,  inventory and equipment,  and the Bank may seek to
obtain  personal  guarantees  for  its  commercial  loans.  The  Bank  primarily
underwrites  its commercial  loans on the basis of the borrowers'  cash flow and
ability to service the debt, as well as the value of any  underlying  collateral
and the financial strength of any guarantors.

     Approximately  $6.9 million,  or 4.32%,  of our commercial  loans are Small
Business  Administration  (SBA)  loans,  of which  $5.2  million  is  government
guaranteed.  The SBA  guarantees  the  repayment  in the event of a default of a
portion of the principal on these loans, plus accrued interest on the guaranteed
portion of the loan. Under the federal Small Business Act, the SBA may guarantee
up to 85% of  qualified  loans of  $150,000  or less and up to 75% of  qualified
loans in excess of $150,000,  up to a maximum guarantee of $2.0 million.  We are
an active SBA lender in our market area and have been approved to participate in
the SBA Certified Lender Program.

     Commercial  lending is subject to risks  specific  to the  business of each
borrower. In order to address these risks, we seek to understand the business of
each borrower,  place appropriate value on any personal  guarantee or collateral
pledged to secure the loan, and structure the loan  amortization to maintain the
value of any collateral during the term of the loan.

Commercial Real Estate Loans.

     The Bank also makes  loans to provide  permanent  financing  for retail and
office  buildings,  multi-family  properties  and churches.  As of September 30,
2008, approximately $163.1 million, or 25.37%, of our loan portfolio represented
commercial real estate loans.  Our commercial real estate loans are underwritten
on the  basis of the  appraised  value  of the  property,  the cash  flow of the
underlying property, and the financial strength of any guarantors.

     Risks inherent in commercial  real estate lending are related to the market
value of the  property  taken as  collateral,  the  underlying  cash  flows  and
documentation.   Commercial   real  estate  lending   involves  more  risk  than
residential  real  estate  lending  because  loan  balances  may be greater  and
repayment  is  dependent on the  borrower's  operations.  We attempt to mitigate
these risks by carefully assessing property values,  investigating the source of
cash flow  servicing  the loan on the  property  and adhering to our lending and
underwriting policies and procedures.

Construction Loans.

     Our  construction   loans  include  loans  to  developers,   home  building
contractors  and  other   companies  and  consumers  for  the   construction  of
single-family homes, land development,  and commercial buildings, such as retail
and office  buildings  and  multi-family  properties.  As of September 30, 2008,
approximately $186.7 million, or 29.05%, of our loan portfolio  represented real
estate  construction  loans. The builder and developer loan portfolio has been a
consistent  component  of our  loan  portfolio  over  our  history.  The  Bank's
experience and reputation in this area have grown,  thereby enabling the Bank to
focus on  relationships  with a smaller number of larger builders and increasing
the total value of the Bank's real estate construction  portfolio.  Construction
loans  are made to  qualified  builders  to build  houses  to be sold  following
construction,  pre-sold  houses  and model  houses.  These  loans are  generally
underwritten  based on several  factors,  including the  experience  and current
financial  condition of the  borrowing  entity,  amount of the loan to appraised
value,  and  general  conditions  of the  housing  market  with  respect  to the
subdivision  and  surrounding  area,  which the bank receives from a third party
reporting  entity.  Construction  loans  are also made to  individuals  for whom
houses are being  constructed  by  builders  with whom the Bank has an  existing
relationship.  Such  loans are made on the basis of the  individual's  financial
condition,  the loan to value ratio, the reputation of the builder,  and whether
the individual will be pre-qualified for permanent financing.

     Risks related to construction  lending include assessment of the market for
the finished product,  reasonableness of the construction budget, ability of the
borrower to fund cost  overruns,  and the  borrower's  ability to liquidate  and
repay the loan at a point when the loan-to-value ratio is the greatest.  We seek
to manage these risks by, among other things, ensuring that the collateral value
of the  property  throughout  the  construction  process  does  not  fall  below
acceptable  levels,  ensuring that funds disbursed are within  parameters set by
the original  construction  budget,  and properly  documenting each construction
draw.

                                       12


Lease Financing.

     Our lease  portfolio  includes  capital leases that we have  originated and
leases that we have acquired from brokers or third parties.  As of September 30,
2008,  our lease  portfolio  totaled $19.6  million,  or 3.05% of our total loan
portfolio,  consisting of $16.1 million principal amount of leases originated by
us and $3.5 million  principal  amount of leases that we  purchased.  We provide
lease  financing  for a variety of equipment  and  machinery,  including  office
equipment,  heavy equipment,  telephone systems, tractor trailers and computers.
Lease terms are  generally  from three to five  years.  We have  provided  lease
financing in the past and will continue to do so for our customers.  However, we
don't expect to aggressively  pursue lease financing unless the lessor maintains
an additional  banking  relationship  with the Bank.  Our lease  portfolio as of
September 30, 2008 was $19.6 million, but as result of recent changes, we expect
the portfolio to decrease over time. Our leases are generally underwritten based
upon several factors,  including the overall credit  worthiness,  experience and
current  financial  condition  of the  lessee,  the amount of the  financing  to
collateral value, and general conditions of the market.

     The  primary  risks  related  to our lease  portfolio  are the value of the
underlying  collateral  and  specific  risks  related  to the  business  of each
borrower.  To address these risks, we attempt to understand the business of each
borrower,  value the underlying collateral  appropriately and structure the loan
amortization  to  ensure  that the  value of the  collateral  exceeds  the lease
balance during the term of the lease.

Residential Real Estate Loans.

     Our residential real estate loan portfolio  consists primarily of first and
second mortgage loans on residential properties. As of September 30, 2008, $43.2
million, or 6.72%, of our loan portfolio represented residential mortgage loans.
The terms of these loans typically  include 2-5 year balloon payments based on a
15 to 30 year

amortization,  and accrue interest at a fixed or variable rate. By
offering  these   products,   we  can  offer  credit  to  individuals   who  are
self-employed or have significant income from partnerships or investments. These
individuals are often unable to satisfy the underwriting criteria permitting the
sale of their mortgages into the secondary market.

     In  addition,  we  also  originate  residential  mortgage  loans  with  the
intention of selling  these loans in the  secondary  market.  For the nine month
period ending September 30, 2008, we originated  approximately $115.7 million of
residential  mortgage  loans,  and we sold  approximately  $120.5 million in the
secondary market in 2008. We originate conventional first mortgage loans through
our  internet  website as well as through  referrals  from real estate  brokers,
builders,  developers,  prior customers and media  advertising.  We have offered
customers  the  ability  to apply  for  mortgage  loans and to  pre-qualify  for
mortgage  loans over the Internet  since 1999. In 2001, we expanded our internet
mortgage  application  capacity with the acquisition of the internet domain name
InternetMortgage.com  and created a separate  National  Mortgage  division.  The
timing of this  expansion  allowed us to establish this division in a relatively
low-rate  environment,  and reap  the  benefits  of a  significant  increase  in
mortgage originations and refinancing  experienced from 2001 through 2003. While
the volume of mortgage  originations and refinancing has declined since 2004, we
continue to take  advantage of the  national  presence  established  in previous
years and originate residential mortgage loans through our  InternetMortgage.com
website. The origination of a mortgage loan from the date of initial application
through  closing  normally takes 15 to 60 days. We acquire  forward  commitments
from  investors  on  mortgage  loans  that we intend to sell into the  secondary
market  to  reduce  interest  rate  risk  on  mortgage  loans  to be sold in the
secondary market.

      Our mortgage  loan credit review  process is consistent  with the standards
set by traditional  secondary market sources. We review appraised value and debt
service ratios, and we gather data during the underwriting process in accordance
with  various  laws  and  regulations  governing  real  estate  lending.   Loans
originated  by the Bank are sold with  servicing  released to  increase  current
income  and  reduce  the  costs  associated  with  retaining  servicing  rights.
Commitments are obtained from the purchasing investor on a loan-by-loan basis on
a 30, 45 or 60-day  delivery  commitment.  Interest  rates are  committed to the
borrower when a rate commitment is obtained from the investor.  Loans are funded
by the Bank and  purchased  by the  investor  within 30 days  following  closing
pursuant  to  commitments   obtained  at  the  time  of  origination.   We  sell
conventional conforming loans and all loans that are non-conforming as to credit
quality to secondary  market  investors for cash on a limited recourse basis. In
our recent

                                       13


experience,  we have not been asked to repurchase  significant amounts of loans.
Consequently,   foreclosure   losses  on  all  sold  loans  are   primarily  the
responsibility of the investor and not that of the Bank.

     As with  other  loans to  individuals,  the risks  related  to  residential
mortgage loans include  primarily the value of the  underlying  property and the
financial  strength  and  employment  stability of the  borrower.  We attempt to
manage these risks by performing a pre-funding underwriting that consists of the
verification   of  employment   and  utilizes  a  detailed   checklist  of  loan
qualification  requirements,  including the source and amount of down  payments,
bank accounts, existing debt and overall credit.

Consumer Loans.

     As of September 30, 2008, the Bank's  consumer loans totaled $15.7 million,
or  2.44%  of its  total  loan  portfolio.  A  substantial  part of this  amount
consisted of installment  loans to  individuals in our market area.  Installment
lending  offered  directly  by the Bank in our market area  includes  automobile
loans,  recreational  vehicle loans, home improvement loans,  unsecured lines of
credit and other loans to professionals,  people employed in education, industry
and government, as well as retired individuals and others. A significant portion
of the Bank's  consumer loan  portfolio  consists of indirect  automobile  loans
offered through automobile  dealerships  located primarily in our trade area. As
of September  30, 2008,  approximately  $6.0 million,  or 38.12%,  of the Bank's
consumer loan portfolio, represented indirect automobile loans. The Bank's loans
made  through  this program  generally  represent  loans to purchase new or late
model  automobiles.  There are currently 13  dealerships  participating  in this
program.  The Bank's  consumer  and other  loans are  underwritten  based on the
borrower's  income,  current  debt,  past credit  history,  collateral,  and the
reputation of the  originating  dealership  with respect to indirect  automobile
loans.

     Consumer loans are subject to the same risks as other loans to individuals,
including the financial  strength and employment  stability of the borrower.  In
addition,  some consumer loans are subject to the additional  risk that the loan
is not  secured  by  collateral.  For some of the loans  that are  secured,  the
underlying  collateral may be rapidly  depreciating  and not provide an adequate
source of repayment if we are required to  repossess  the  collateral.  The Bank
attempts to  mitigate  these risks by  requiring  a down  payment and  carefully
verifying and documenting the borrower's credit quality,  employment  stability,
monthly income, and with respect to indirect automobile loans, understanding and
documenting  the value of the collateral  and the reputation of the  originating
dealership.

Home Equity Loans.

     As of  September  30,  2008,  the Bank's home equity  loans  totaled  $53.9
million,  or 8.39% of the total loan portfolio.  Home equity loans are generally
secured by second liens on  residential  real estate and are  underwritten  in a
similar manner as our consumer loans.


                              Investment Activities

The objectives of our investment policies are to:

     •    secure the safety of principal;

     •    provide adequate liquidity;

     •    provide  securities for use in pledging for public funds or repurchase
          agreements; and

     •    maximize after-tax income.

     We invest  primarily in  obligations  of agencies of the United  States and
bank-qualified  obligations of state and local political subdivisions.  Although
direct  obligations  of the  United  States  and  obligations  guaranteed  as to
principal  and interest by the United  States are  permitted  by our  investment
policy,  we currently do not hold any in our  portfolio.  In order to ensure the
safety of principal, we do not invest in mortgage-backed securities or sub-prime
mortgages and we typically do not invest in corporate  debt or other  securities
even though they are permitted by our investment  policy. In addition,  we enter
into federal funds  transactions  with our principal  correspondent  banks,  and
depending on our liquidity  position,  act as a net seller or purchaser of these
funds.  The sale of federal funds is

                                       14


effectively  a short-term  loan from us to
another bank; while  conversely,  the purchase of federal funds is effectively a
short-term loan from another bank to us.

                                Deposit Services

     The  principal  sources  of funds for the Bank are core  deposits  from the
local market areas  surrounding the Bank's offices,  including  demand deposits,
interest-bearing  transaction accounts, money market accounts,  savings deposits
and  time  deposits.   Transaction   accounts   include   interest-bearing   and
non-interest-bearing  accounts,  which  provide  the Bank  with a source  of fee
income and cross-marketing  opportunities as well as a low-cost source of funds.
Since 2001,  the Bank has realized a  significant  level of deposit  growth from
commercial checking accounts. While these accounts do not earn interest, many of
them receive an earnings  credit on their average  balance to offset the cost of
other services  provided by the Bank. The Bank's money market account is a daily
access  account  that bears a higher rate and allows for  limited  check-writing
ability.  This account pays a tiered rate of interest.  We believe  money market
accounts have proven to be attractive products in our market area and provide us
with a more attractive  source of funds than other  alternatives such as Federal
Home Loan Bank  borrowings,  as it provides us with the  potential to cross-sell
additional  services  to these  account  holders.  During  2007,  we  introduced
performance  checking accounts.  This  interest-bearing  demand product has also
proven to be an  attractive  product in our market area as it pays a higher rate
than most checking accounts as long as the customer meets the requirements of at
least 12 signature based debit card transactions and at least one direct deposit
or ACH debit each statement  cycle. The Bank realizes  non-interest  income from
the signature based debit card  transactions  that, when netted against the high
rate paid to the customer,  results in a very  attractive  low cost of funds for
the Bank.  Time and savings  accounts also provide a relatively  stable customer
base and source of funding.  Because of the nature and behavior of these deposit
products, management reviews and analyzes our pricing strategy in comparison not
only to  competitor  rates,  but also as compared to other  alternative  funding
sources to determine the most  advantageous  source.  In pricing  deposit rates,
management  also  considers  profitability,  the  matching of term  lengths with
assets, the  attractiveness to customers,  and rates offered by our competitors.
The  Bank has  joined  the  Certificate  of  Deposit  Account  Registry  Service
("CDARS") which  effectively  lets depositors  receive FDIC insurance on amounts
larger than $100,000. CDARS allows the Bank to break large deposits into smaller
amounts  and place them in a network of other  CDARS  banks to ensure  that full
FDIC  insurance  coverage  is gained on the entire  deposit.  The  Bank's  Funds
Management  policy  allows for  acceptance of brokered  deposits,  up to certain
policy  limits,  which can be utilized to support the growth of the Bank.  As of
September 30, 2008, the Bank had $86.8 million in brokered deposits.

                          Investment Brokerage Services

     In 1999, the Bank began offering  investment  brokerage services through an
unrelated  broker-dealer.  These  services are  currently  offered at all of our
locations.  Four individuals  responsible for providing these services are joint
employees of the Bank and the  registered  broker-dealer.  Investment  brokerage
services  provide a source of fee income for the Bank. For the nine month period
ending  September  30,  2008,  the  amount  of our  fee  income  generated  from
investment brokerage services was $307,000.

                                 Trust Services

     The Bank began  offering  trust  services in 1996.  Until 1999,  the Bank's
trust services were offered exclusively through the employees of an unaffiliated
trust company.  The Bank hired a full-time officer in 1999 to develop the Bank's
trust business and the trust department now has three full-time officers and two
trust  administrators.  Trust  services  are  marketed  to  both  existing  Bank
customers and new customers. We believe that the ability to offer trust services
as a part of our  financial  services to new  customers  of the Bank  presents a
significant cross-marketing  opportunity.  The services currently offered by the
Bank's  trust  department   include  the   administration  of  personal  trusts,
investment  management  agency  accounts,  self-directed  individual  retirement
accounts, qualified retirement plans, corporate trust accounts and custodial and
directed trust  accounts.  For the nine month period ending  September 30, 2008,
the Bank's  trust  department  administered  225  accounts,  with  assets  under
administration of approximately $121.5 million.  Trust services provide the Bank
with a source of fee income and additional  deposits.  As of September 30, 2008,
the amount of our fee income from trust services was $330,000.

                                       15



                                   Competition

     The Bank  encounters  competition  primarily  in  seeking  deposits  and in
obtaining loan  customers.  The level of competition  for deposits in our market
area is high. The Bank's principal  competitors for deposits are other financial
institutions within a few miles of our locations including other banks,  savings
institutions and credit unions.  Competition  among these  institutions is based
primarily on interest rates offered,  the quality of service  provided,  and the
convenience of banking facilities.  Additional competition for depositors' funds
comes from U.S. government  securities,  private issuers of debt obligations and
other providers of investment alternatives for depositors.

     The Bank competes in lending,  investment  brokerage  and trust  activities
with other financial institutions, such as banks and thrift institutions, credit
unions,  automobile financing companies,  mortgage companies,  securities firms,
investment companies and other finance companies. Many of the Bank's competitors
are not  subject to the same  extensive  federal  regulations  that  govern bank
holding companies and  federally-insured  banks and state regulations  governing
state-chartered  banks.  As a  result,  these  non-bank  competitors  have  some
advantages over the Bank in providing certain products and services. Many of the
financial  institutions  with which the Bank  competes  are  larger and  possess
greater financial resources, name recognition and market presence.


                                    Employees

     The Bank has 204 employees, of which 190 are full time. The Company and its
other subsidiaries do  not have any employees.  None of the Bank's employees are
subject  to  a  collective   bargaining   agreement.   We  consider  the  Bank's
relationship with its employees to be excellent.

                                   Properties

     The Bank currently  operates six full service banking centers in the Kansas
City MSA, which includes our principal office located at 11935 Riley in Overland
Park, Kansas. The portions of these premises not occupied by the Bank are leased
to third  parties.  The following  table sets forth the locations of the banking
and mortgage centers, dates opened, mortgage indebtedness, and occupancy dates:

---------------------------------- ------------------ --------------------------------- ----------------------------
                                                           Mortgage Indebtedness
            Location                 Year Occupied        as of September 30, 2008               Occupancy
---------------------------------- ------------------ --------------------------------- ----------------------------
Overland Park Banking Center
11935 Riley                                                                                        80%,
Overland Park, KS *                      1994                   $2.1 Million            One sublease occupying 20%
---------------------------------- ------------------ --------------------------------- ----------------------------
Olathe Banking Center
1235 E. Santa Fe
Olathe, KS **                            2001                       None                           100%
---------------------------------- ------------------ --------------------------------- ----------------------------
Shawnee Banking Center
5520 Hedge Lane Terrace
Shawnee, KS **                           2001                       None                           100%
---------------------------------- ------------------ --------------------------------- ----------------------------
Mortgage and Banking Center
7900 College Boulevard
Overland Park, KS *                      2003                   $3.5 Million                       100%
---------------------------------- ------------------ --------------------------------- ----------------------------
Leawood Banking Center
13401 Mission Road                                                                                 55%,
Leawood, KS *                            2004                       None                 Four subleases occupying
                                                                                                    45%
---------------------------------- ------------------ --------------------------------- ----------------------------

                                       16


---------------------------------- ------------------ --------------------------------- ----------------------------
Lenexa Banking Center
9500 Lackman Road
Lenexa, KS **                            2007                       None                           100%
---------------------------------- ------------------ --------------------------------- ----------------------------

* The building is owned by Blue Valley  Building  Corp.
** The building is owned by the Bank.

                                Legal Proceedings

     We are  periodically  involved  in  routine  litigation  incidental  to our
business.  We are not  currently  a party to any legal  proceedings,  nor are we
aware of any threatened litigation, that we believe is likely to have a material
adverse effect on our financial position, liquidity, or results of operations.

                             Summary Financial Data

     The following table presents our  consolidated  financial data for the nine
months  ended  and as of  September  30,  2008 and for  each of the  five  prior
calendar  years ended as of December 31. The  information in these tables should
be read in conjunction with our financial  statements,  the related notes, "Risk
Factors,"  "Use of  Proceeds"  and  "Management's  Discussion  and  Analysis  of
Financial   Condition  and  Results  of   Operations"   included   elsewhere  or
incorporated  by  reference  in this  prospectus.  The  selected  statements  of
financial  condition and  statements  of income data,  insofar as they relate to
each of the five  prior  calendar  years  have  been  derived  from our  audited
consolidated  financial  statements.  The historical results are not necessarily
indicative of the results to be expected for any future period.

                                        As of and For the
                                        Nine Months Ended                        As of and for the
                                          September 30                        Year Ended December 31,
                                         ---------------   ---------------------------------------------------------
                                              2008            2007        2006         2005        2004        2003
                                         ---------------   ---------   ----------   ----------   --------    -------
                                                                    (In thousands, except share and per share data)
Selected Statement of Income Data
Interest income:
  Loans, including fees                      $  31,331     $  47,194    $  44,537    $  37,492    $ 29,245  $ 28,293
  Federal funds sold and
       interest-bearing deposits                   301           557          256          580         157        49
  Availaible-for-sale securities                 2,596         4,466        4,039        2,317       2,301     2,070
                                             ---------     ---------    ---------    ---------    --------  --------
  Total interest income                         34,228        52,217       48,832       40,389      31,703    30,412
                                             ---------     ---------    ---------    ---------    --------  --------

Interest expense:
  Interest-bearing demand deposits                 933           656           97           94         169       165
  Savings and money market deposit
       accounts                                  2,097         6,362        4,356        3,861       2,932     2,204
  Other time deposits                            8,965        13,134       11,254        9,171       7,297     6,935
  Funds borrowed                                 4,394         5,430        5,255        4,867       4,115     4,245
                                             ---------     ---------    ---------    ---------    --------  --------
    Total interest expense                      16,389        25,582       20,962       17,993      14,513    13,549
                                             ---------     ---------    ---------    ---------    --------  --------
    Net interest income                         17,839        26,635       27,870       22,396      17,190    16,863
Provision for loan losses                       15,400         2,855        1,255          230       1,965     1,350
                                             ---------     ---------    ---------    ---------    --------  --------
    Net interest income after provision
       for loan losses                           2,439        23,780       26,615       22,166      15,225    15,513
                                             ---------     ---------    ---------    ---------    --------  --------

Non-interest income:

  Loans held for sale fee income                 1,740         3,160        5,046        7,408      10,358    19,866
  NSF charges & service fees                     1,221         1,413        1,244        1,129       1,326     1,283
  Other service charges                          1,231         1,417        1,247        1,037       1,115       924

                                       17



                                        As of and For the
                                        Nine Months Ended                        As of and for the
                                          September 30                        Year Ended December 31,
                                         ---------------   ---------------------------------------------------------
                                              2008            2007        2006         2005        2004        2003
                                         ---------------   ---------   ----------   ----------   --------    -------
                                                                    (In thousands, except share and per share data)
Selected Statement of Income Data
  Realized gain on available-for-sale
       securities                                  702           105            -            -         524         -
                                                                                                  --------
  Contingency Gain                               1,000             -            -            -           -         -
  Other income                                   1,006         1,105        1,344        1,727         617       463
                                             ---------     ---------    ---------    ---------    --------  --------
    Total non-interest income                    6,900         7,200        8,881       11,301      13,940    22,536
                                             ---------     ---------    ---------    ---------    --------  --------
Non-interest expense:
  Salaries and employee benefits                 9,801        13,570       14,737       15,986      16,670    19,670
  Occupancy                                      2,400         3,200        3,059        3,307       3,433     3,137
  General & administrative                       5,918         7,447        6,578        6,841       6,467     6,478
                                             ---------     ---------    ---------    ---------    --------  --------

    Total non-interest expense                  18,119        24,217       24,374       26,134      26,570    29,285
                                             ---------     ---------    ---------    ---------    --------  --------
  Income before income taxes                   (8,780)         6,763       11,122        7,333       2,595     8,764
    Income tax provision                       (3,224)         2,275        4,199        2,764         665     3,130
                                             ---------     ---------    ---------    ---------    --------  --------
    Net income                               $ (5,556)     $   4,488    $   6,923    $   4,569    $  1,930  $  5,634
                                             =========     =========    =========    =========    ========  ========
Per Share Data
  Basic earnings                             $  (2.28)     $    1.86    $    2.93    $    1.95    $   0.84  $    2.51
  Diluted earnings                              (2.26)          1.84         2.88         1.91        0.82       2.43
  Dividends                                          -          0.36         0.30         0.25        0.20       0.15
  Book value basic (at end of period)            21.97         24.34        22.45        19.42       17.78      17.64
  Weighted average common shares
       outstanding:
    Basic                                    2,434,515     2,410,621    2,365,932    2,348,805   2,302,564  2,244,930
    Diluted                                  2,458,141     2,438,203    2,407,802    2,388,531   2,360,061  2,320,840
  Dividend payout ratio                              -         19.35%       10.23%      12.82%       23.80%      5.98%


                                       18



                                           As of and For the
                                           Nine Months Ended                         As of and for the
                                              September 30                        Year Ended December 31,
                                              ------------                        -----------------------
                                                2008           2007         2006         2005        2004         2003
                                        ---------------------------------------------------------------------------------
                                                                     (In thousands, except share and per share data)
Selected Financial Condition Data
  (at end of period):
Total securities                               $  66,060   $    76,653   $    87,206    $   99,987    $   66,350    $   106,036
Total mortgage loans held for sale                 6,141        10,978        21,805        13,906        44,144         18,297
Total loans                                      642,846       596,646       528,515       503,143       507,170        424,620
Total assets                                     788,261       736,213       692,219       689,589       672,717        627,073
Total deposits                                   560,733       536,370       535,864       529,341       522,646        470,495
Funds borrowed                                   170,261       134,942        96,577       104,394       102,469        111,741
Total stockholders' equity                        53,701        58,934        53,820        46,255        41,384         40,198
Trust assets under administration                121,497       104,167       104,445        93,988       118,074         90,389

Selected  Financial  Ratios  and Other
Data:
Performance Ratios:
  Net interest margin (1)                            3.31%         3.95%        4.34%         3.50%         2.91%          3.01%
  Non-interest   income   to   average
  assets                                             1.19          0.99          1.29         1.63          2.16           3.62
  Non-interest   expense   to  average
  assets                                             3.13          3.34          3.54         3.77          4.11           4.71
  Net overhead ratio (2)                             1.94          2.35          2.25         2.14          1.96           1.08
  Efficiency ratio (3)                              73.24         71.57         66.32        77.56         85.35          74.33
  Return on average assets (4)                      -0.96          0.62          1.00         0.66          0.30           0.91
  Return on average equity (5)                     -12.40          7.88         13.81        10.44          4.69          14.85

Asset Quality Ratios:
  Non-performing    loans   to   total
  loans                                              4.80%         4.22%        1.31%         0.87%         0.86%          0.72%
  Allowance  for possible  loan losses
  to:
    Total loans                                      1.83          1.51         1.16          1.33          1.45           1.66
    Non-performing loans                            38.10         35.65        88.16        153.27        168.60         230.79
  Net  charge-offs  to  average  total
  loans                                              2.02          0.06         0.35          0.17          0.36           0.30
  Non-performing    loans   to   total
  assets                                             3.91          3.42         1.00          0.63          0.65           0.50

Balance Sheet Ratios:
  Loans to deposits                                114.64%       111.24%       98.63%        95.05%        97.04%         90.25%
  Average interest-earning assets
          to average interest-bearing
liabilities                                        115.66        117.84        119.12       116.78        114.38         114.61

Capital Ratios:
  Total equity to total assets                       6.81%         8.01%        7.77%         6.71%         6.15%          6.42%
  Total   capital   to   risk-weighted
  assets ratio                                      10.33         11.53         12.47        12.04         11.15          12.41
  Tier  1  capital  to   risk-weighted
  assets  ratio                                      8.92         10.28         11.33        10.25          9.00          10.04
  Tier 1  capital  to  average  assets
  ratio                                              8.48          9.86         10.29         8.86          8.45           8.31
  Average  equity  to  average  assets
  ratio                                              7.74          7.85          7.27         6.31          6.37           6.10

(1) Net interest  income,  on a full  tax-equivalent  basis,  divided by average
interest-earning assets.
(2)  Non-interest  expense less  non-interest  income  divided by average  total
assets.
(3)  Non-interest  expense  divided  by  the  sum of net  interest  income  plus
non-interest income.
(4) Net income divided by average total assets.
(5) Net income divided by average common equity.

                                       19



                           FORWARD-LOOKING STATEMENTS

         This   prospectus   contains    forward-looking    statements.    These
forward-looking  statements are subject to a number of risks and  uncertainties,
many of which are beyond our control.  All statements,  other than statements of
historical fact,  contained in this prospectus,  including  statements regarding
future events, our future financial performance, business strategy and plans and
objectives of management for future operations, are forward-looking  statements.
We  have  attempted  to  identify  forward-looking   statements  by  terminology
including  "anticipates,"  "believes," "can," "continue," "could,"  "estimates,"
"expects,"  "intends,"  "may,"  "plans,"  "potential,"  "predicts,"  "should" or
"will" or the negative of these terms or other comparable terminology.  Although
we do not make forward-looking statements unless we believe we have a reasonable
basis for doing so, we cannot  guarantee  their accuracy.  These  statements are
only  predictions and involve known and unknown risks,  uncertainties  and other
factors,  including  the risks  outlined  under  "Risk  Factors"  or  referenced
elsewhere  in this  prospectus,  which may cause  our or our  industry's  actual
results,  levels of  activity,  performance  or  achievements  to be  materially
different  from  any  future  results,   levels  of  activity,   performance  or
achievements expressed or implied by these forward-looking statements. Moreover,
we operate in a very  competitive and rapidly  changing  environment.  New risks
emerge  from time to time,  and it is not  possible  for us to predict  all risk
factors.  Nor can we address  the impact of all  factors on our  business or the
extent to which any factor,  or  combination  of  factors,  may cause our actual
results  to  differ  materially  from  those  contained  in any  forward-looking
statements. The factors impacting these risks and uncertainties include, but are
not limited to:

     •    general economic  conditions,  either nationally or locally in some or
          all of the  areas  in  which  we do  business,  or  conditions  in the
          securities or real estate markets or the banking  industry may be less
          favorable than we currently anticipate;

     •    the timing and occurrence or  non-occurrence  of events may be subject
          to circumstances beyond our control;

     •    there  may  be  increases  in  competitive  pressure  among  financial
          institutions or from non-financial institutions;

     •    changes in the interest rate  environment  could adversely  affect our
          results of operations and financial condition;

     •    changes in accounting principles, policies or guidelines;

     •    legislative or regulatory changes may adversely affect our business;

     •    changes in management's  estimate of the adequacy of the allowance for
          loan losses;

     •    litigation or matters before  regulatory  agencies,  whether currently
          existing or  commencing  in the future,  may delay the  occurrence  or
          non-occurrence of events longer than we anticipate;

     •    changes  in  deposit  flows,  loan  demand or real  estate  values may
          adversely affect our business;

     •    technological  changes  may be more  difficult  or  expensive  than we
          anticipate; and

     •    success  or  consumption  of new  business  initiatives  may  be  more
          difficult or expensive than we anticipate.

         You should not place undue reliance on any  forward-looking  statement,
each of which applies only as of the date of this prospectus.  Before you invest
in our  common  stock,  you should be aware  that the  occurrence  of the events
described  in  the  section  entitled  "Risk  Factors"  and  elsewhere  in  this
prospectus,  or incorporated in this prospectus by reference,  could  negatively
affect our business,  operating  results,  financial  condition and stock price.
Except as  required  by law,  we  undertake  no  obligation  to update or revise
publicly any of the forward-looking statements after the date of this prospectus
to conform our statements to actual results or changed expectations.


                                       20



                                  RISK FACTORS

     Investing in our common stock  involves a high degree of risk.  In addition
to  the  following  risk  factors  and  other   information   contained  in,  or
incorporated by reference into, this prospectus, including the matters under the
caption  "Forward-Looking  Statements," you should carefully  consider the risks
described below before deciding whether to invest in our common stock. If any of
the following risks actually occur, our business, financial condition, operating
results and  prospects  would  suffer.  In that case,  the trading  price of our
common  stock  would  likely  decline  and you  might  lose  all or part of your
investment.  The risks described below are not the only ones we face. Additional
risks that we  currently  do not know about or that we  currently  believe to be
immaterial may also impair our operations and business results.

Risks Related to the Rights Offering

The subscription price determined for this rights offering is not necessarily an
indication of our value.

     The  subscription  price  per  share  was  arbitrarily  set by our Board of
Directors and approximates a slight premium to the current  trading value of our
common stock as of the date of  this prospectus. The subscription price does not
necessarily  bear  any  relationship  to the  book  value  of our  assets,  past
operations,  cash flows,  income,  financial  condition or any other established
criteria  for value.  You  should  not  consider  the  subscription  price as an
indication of the value of our common stock.

Because  our  management  will  have  broad  discretion  over the use of the net
proceeds  from  the  rights  offering,  you may not  agree  with  how we use the
proceeds, and we may not invest the proceeds effectively.

     We will use the  proceeds  of the  rights  offering  to invest in the Bank,
where it will be used for general  corporate  purposes.  Management  of the Bank
will retain the  discretion  to allocate the proceeds  among such purposes as it
deems  appropriate.  The net  proceeds may be applied in ways with which you and
other investors in the offering may not agree.  Moreover, our management may use
the proceeds for  corporate  purposes  that may not increase our market value or
make us profitable. In addition, it may take us some time to deploy the proceeds
from  this  offering   effectively   in  accordance   with  our  intended  uses.
Management's  failure to utilize the proceeds  effectively could have an adverse
effect on our business, financial condition and results of operations.

All exercises of subscription  rights are irrevocable,  even if the market price
of our common stock declines below the subscription price you have paid.

     Once you exercise your subscription  rights, you may not revoke them. It is
possible  that the market price of our common stock will decline after you elect
to exercise your subscription  rights. If you exercise your subscription  rights
and,  afterwards,  the public trading market price of our common stock decreases
below the  subscription  price,  you will have committed to buying shares of our
common  stock at a price  above the  prevailing  market  price and could have an
immediate unrealized loss.


The  subscription  rights  are not  transferable  and there is no market for the
subscription rights.

     You may not sell, give away or otherwise transfer your subscription rights.
The subscription  rights are only  transferable by operation of law. Because the
subscription rights are otherwise non-transferable,  there is no market or other
means for you to directly  realize any value  associated  with the  subscription
rights. You must exercise the subscription  rights and acquire additional shares
of our common stock to realize any value from your subscription rights.


                                       21



If you do not exercise your subscription  rights,  your percentage  ownership in
the Company will be diluted.

     Assuming we sell the full  amount of common  stock  issuable in  connection
with the rights offering,  we will issue approximately  334,000 shares.  Because
certain of our directors and executive officers intend to purchase shares of our
common stock,  if you choose not to exercise your  subscription  rights prior to
the expiration of the rights offering,  your relative  ownership interest in our
common stock will be diluted.

We may cancel the rights  offering  at any time prior to the  expiration  of the
rights  offering,  and  neither  we nor the  subscription  agent  will  have any
obligation to you except to return your exercise payments.

     We may,  in our sole  discretion,  decide not to  continue  with the rights
offering or cancel the rights  offering  prior to the  expiration  of the rights
offering.  If the rights offering is cancelled,  all subscription  payments that
the subscription agent has received will be returned,  without interest, as soon
as practicable.

If you do not act  promptly  and follow the  subscription  instructions,  we may
reject your exercise of subscription rights.

     If you  desire to  purchase  shares in the  rights  offering,  you must act
promptly to ensure that the  subscription  agent actually  receives all required
forms and payments  before the  expiration of the rights  offering at 5:00 p.m.,
Eastern Time, on December 5, 2008. If you are  beneficial  owner of shares,  you
must act promptly to ensure that your broker,  custodian  bank or other  nominee
holder  acts for you and that all  required  forms  and  payments  are  actually
received by the subscription agent before the expiration of the rights offering.
We are not responsible if your broker, or other nominee holder,  fails to ensure
that the subscription  agent receives all required forms and payments before the
expiration of the rights offering. If you fail to complete and sign the required
subscription  forms,  send an incorrect  payment  amount,  or otherwise  fail to
follow  the  subscription   procedures  that  apply  to  the  exercise  of  your
subscription  rights  prior  to the  expiration  of  the  rights  offering,  the
subscription  agent may reject your subscription or accept it only to the extent
of the payment  received.  Neither we nor our  subscription  agent undertake any
responsibility to contact you concerning an incomplete or incorrect subscription
form or  payment,  nor are we under any  obligation  to  correct  such  forms or
payment.  We have  the sole  discretion  to  determine  whether  a  subscription
exercise properly complies with the subscription procedures.

Our  position for U.S.  federal  income tax  consequences  on the receipt of the
subscription rights may not be sustained by the Internal Revenue Service.

     A risk exists as to the value,  if any, of the  subscription  right. If the
value  is more  than 15% of the  value  of the  common  stock,  or you  elect to
allocate  basis  to the  subscription  right,  a risk  exists  that  the IRS may
challenge the value of the subscription  right, which could affect the amount of
gain or loss  recognized  on the sale of  particular  shares of our common stock
owned by you. The Company has not sought any third party  appraisal for guidance
on the value of the subscription rights.

Risks Related to Blue Valley

Our  operations  may be  adversely  affected  if we are unable to  maintain  and
increase our deposit base and secure adequate funding.

     We fund our  banking  and  lending  activities  primarily  through  demand,
savings  and  time  deposits  and,  to  a  lesser   extent,   lines  of  credit,
sale/repurchase facilities from various financial institutions, and Federal Home
Loan Bank borrowings. The success of our business depends in part on our ability
to maintain and increase our deposit base and our ability to maintain  access to
other funding sources.  Our inability to obtain funding on favorable terms, on a
timely basis,  or at all,  would  adversely  affect our operations and financial
condition.

                                       22



The loss of our key personnel could adversely affect our operations.

     We are a relatively small organization and depend on the services of all of
our employees.  Our growth and  development to date has depended in a large part
on a few key employees who have primary  responsibility for maintaining personal
relationships with our largest customers. The unexpected loss of services of one
or more of these key  employees  could  have a  material  adverse  effect on our
operations.  Our key employees are Robert D. Regnier, Mark A. Fortino,  Ralph J.
Schramp,  Bruce A. Easterly,  and Sheila C. Stokes.  Each of these persons is an
officer of the Bank. We do not have written employment or non-compete agreements
with any of these key  employees;  however,  if employment was  terminated,  Mr.
Fortino,  Ralph J.  Schramp,  Mr.  Easterly, and Ms. Stokes would all lose three
years of Blue  Valley  Ban Corp.  Restricted  Stock  Awards  as well as  amounts
awarded in their  Long-Term  Retention  Bonus Pools.  Mr. Regnier would lose one
year of Restricted  Stock and amounts  awarded in his Long-Term  Retention Bonus
Pool.  We carry a $1 million "key person" life  insurance  policy on the life of
Mr. Regnier.

Changes in interest rates may adversely affect our earnings and cost of funds.

     Changes in interest  rates affect our operating  performance  and financial
condition in diverse ways. A substantial  part of our  profitability  depends on
the  difference  between the rates we receive on loans and  investments  and the
rates we pay for deposits and other  sources of funds.  Our net interest  spread
will depend on many  factors  that are partly or entirely  outside our  control,
including  competition,  federal  monetary  and fiscal  policies,  and  economic
conditions  generally.  Historically,  net interest  spreads for many  financial
institutions  have widened and narrowed in response to these and other  factors,
which are often  collectively  referred  to as  "interest  rate risk." We try to
minimize our exposure to interest rate risk, but are unable to eliminate it.

Because our business is  concentrated  in the Kansas City MSA, a downturn in the
economy of the Kansas City MSA may adversely affect our business.

     Our success is dependent to a significant  extent upon the general economic
conditions in the Kansas City MSA,  including  Johnson County,  Kansas,  and, in
particular,  the conditions for the medium- and small-sized  businesses that are
the focus of our customer base.  Adverse  changes in economic  conditions in the
Kansas City MSA, including Johnson County,  Kansas,  could impair our ability to
collect loans,  reduce our growth rate and have a negative effect on our overall
financial condition.  The recent downturn in the residential construction market
in Johnson  County,  Kansas has had an adverse  impact on the Bank,  and further
deterioration  in that market could result in a more  significant  and prolonged
adverse impact.

If our  allowance for loan losses is  insufficient  to absorb losses in our loan
portfolio,  it will  adversely  affect our  financial  condition  and results of
operations.

     Some  borrowers  may not  repay  loans  that we make to them.  This risk is
inherent in the banking business. Like all financial  institutions,  the Company
maintains an  allowance  for loan losses to absorb  probable  loan losses in our
loan  portfolio.  As  noted  elsewhere  in this  prospectus,  we  have  recently
significantly  increased the level of our loan loss allowance.  The level of the
allowance   reflects    management's    continuing    evaluation   of   industry
concentrations,  specific  credit  risks,  loan loss  experience,  current  loan
portfolio  credit quality,  economic and regulatory  conditions and unidentified
losses inherent in the current loan portfolio.  However,  we cannot predict loan
losses with  certainty,  and we cannot  assure you that our  allowance,  even as
recently  increased,  will be sufficient  to cover our future loan losses.  Loan
losses in excess of our  reserves  would have a material  adverse  effect on our
financial  condition and results of operations.  The loan loss provision related
to real estate  construction loans has increased during the second half of 2008.
This  increase  is a result of the  industry  wide  decline  in the real  estate
market.  If the recent trend is prolonged and losses  continue to increase,  our
results of operations could be negatively  impacted by higher loan losses in the
future.

     In  addition,  various  regulatory  agencies,  as an  integral  part of the
examination process,  periodically review our loan portfolio. These agencies may
require us to add to the allowance for loan losses based on their  judgments and
interpretations  of  information   available  to  them  at  the  time  of  their
examinations.  If these  agencies  require us to

                                       23


increase our allowance for loan losses,  our earnings will be adversely affected
in the period in which the increase occurs.

We may incur significant costs if we foreclose on  environmentally  contaminated
real estate.

     If we foreclose on a defaulted real estate loan to recover our  investment,
we may be subject to environmental liabilities in connection with the underlying
real property.  It is also possible that  hazardous  substances or wastes may be
discovered on these properties  during our ownership or after they are sold to a
third party. If they are discovered on a property that we have acquired  through
foreclosure  or  otherwise,  we may be required to remove those  substances  and
clean up the property. We may have to pay for the entire cost of any removal and
clean-up  without the  contribution  of any other third parties.  We may also be
liable to tenants  and other  users of  neighboring  properties.  These costs or
liabilities may exceed the fair value of the property.  In addition, we may find
it  difficult or  impossible  to sell the  property  prior to or  following  any
environmental clean-up.


If we are not able to  compete  effectively  in the highly  competitive  banking
industry, our business will be adversely affected.

     Our business is extremely competitive.  Many of our competitors are, or are
affiliates of,  enterprises  that have greater  resources,  name recognition and
market  presence  than we do.  Some of our  competitors  are  not  regulated  as
extensively as we are and, therefore,  may have greater flexibility in competing
for business.  Some of these  competitors are subject to similar  regulation but
have the  advantages of  established  customer  bases,  higher  lending  limits,
extensive branch  networks,  numerous ATMs, and more ability to absorb the costs
of maintaining technology or other factors.

We are in default on a covenant to a secured lender and our future  inability to
obtain a waiver  or renew  our  financing  arrangements  could  have a  material
adverse impact on our business.

     For the past  twelve  months we have been in default on a covenant  owed to
our  secured  lender on a $2.3  million  term note and a $15.0  million  line of
credit. Since the default first occurred,  we have routinely obtained waivers of
non-compliance with the terms of the underlying agreements. On October 15, 2008,
we executed another waiver for the customary  three-month period. As part of the
waiver,  the maturity  date for the term note and line of credit has been set at
January 31, 2009. Our inability to obtain a waiver in the future, our failure to
renew the line of credit, or our inability to obtain alternative financing could
have a material adverse impact on our business.

The goodwill noted on our balance sheet may become impaired.

     As required by accounting standards,  the goodwill reflected on our balance
sheet is tested  annually for impairment or more frequently if events or changes
in circumstances  indicate the asset may be impaired.  Goodwill could be subject
to impairment upon the occurrence of certain  triggering  events such as current
period  losses  combined with  historical  losses or  significant  impairment of
earning assets.  In the event of a significant  downturn in our business,  it is
possible  that we may need to recognize a partial or complete  impairment of our
goodwill.

Blue Valley and the Bank are subject to extensive governmental regulation.

     Blue Valley and the Bank are subject to extensive governmental  regulation.
Blue Valley,  as a bank holding company,  is regulated  primarily by the Federal
Reserve Bank. The Bank is a commercial bank chartered by the State of Kansas and
regulated by the Federal Reserve, the Federal Deposit Insurance Corporation, and
the Office of the State Banking Commissioner of Kansas (OSBC). These federal and
state bank regulators have the ability,  should the situation require,  to place
significant  regulatory and operational  restrictions  upon us and the Bank. Any
such restrictions  imposed by federal and state bank regulators could affect the
profitability of the Blue Valley and the Bank. Blue Valley and the Bank recently
entered into an agreement with the Federal Reserve and the OSBC imposing certain
limitations and requirements on the Bank and Blue Valley.


Confidential customer information  transmitted through the Bank's online banking
service is vulnerable  to security  breaches and computer  viruses,  which could
expose the Bank to litigation and adversely affect its reputation and ability to
generate deposits.

                                       24


     The Bank  provides its clients with the ability to bank online.  The secure
transmission of confidential information over the Internet is a critical element
of online  banking.  The Bank's  network  could be  vulnerable  to  unauthorized
access, computer viruses, phishing schemes and other security problems. The Bank
may be required to spend  significant  capital  and other  resources  to protect
against the threat of security  breaches and computer  viruses,  or to alleviate
problems caused by security  breaches or viruses.  To the extent that the Bank's
activities or the activities of its clients involve the storage and transmission
of confidential information, security breaches and viruses could expose the Bank
to claims,  litigation and other possible liabilities.  Any inability to prevent
security  breaches or computer viruses could also cause existing clients to lose
confidence in the Bank's systems and could  adversely  affect its reputation and
its ability to generate deposits.

Risks Related to Investment in our Common Stock


Limited trading  activity for shares of our common stock may contribute to price
volatility.

     While  our  common  stock is traded on the  OTCBB,  there has been  limited
trading  activity in our common stock. The average monthly trading volume of our
common stock since it began  trading in July 2002 has been less than [*] shares.
Due to the limited trading activity of our common stock, relatively small trades
may have a significant impact on the price of our common stock.


Future sales of our common stock could  further  depress the price of our common
stock.

     Sales of a  substantial  number of shares of our common stock in the public
market by our  stockholders,  or the  perception  that such  sales are likely to
occur, could cause the market price of our common stock to decline.

     We cannot predict what effect, if any, future sales of our common stock, or
the availability of shares for future sale, may have on the trading price of our
common  stock.  Future  sales of  shares  of our  common  stock by our  existing
stockholders  or by us, or the  perception  that such  sales  may  occur,  could
adversely  affect the market price of shares of our common stock and may make it
more  difficult  for you to sell your  shares of our common  stock at a time and
price that you deem appropriate.


Our management and directors will hold a large portion of our common stock.

     Upon  closing of this  rights  offering,  assuming  the  offering  is fully
subscribed,  we anticipate that our directors and executive officers, along with
the Bank's directors,  will  beneficially own approximately  1,443,402 shares of
our common stock, or approximately  51%, of our total  outstanding  shares. As a
result,  our  management  and  directors,  if  acting  together,  may be able to
influence or control matters requiring  approval by our stockholders,  including
the election of directors  and the  approval of mergers,  acquisitions  or other
extraordinary transactions.

     Management and the directors may also have interests that differ from yours
and may vote in a way that is adverse to your interests.  The  concentration  of
ownership  may delay,  prevent or deter a  change-in-control,  could deprive our
stockholders  of an  opportunity  to receive a premium for their common stock as
part of a sale of our company and might  ultimately  affect the market  price of
our common stock.


Your shares of common stock will not be an insured deposit.

     The shares of our common stock that you purchase in this  offering will not
be a bank deposit and will not be insured or guaranteed by the FDIC or any other
government  agency.  Your investment will be subject to investment risk, and you
must be capable of affording the loss of your entire investment.



                                 USE OF PROCEEDS

     Assuming the rights  offering  results in the sale of  $6,012,000 in common
stock,   we  expect  the  net  proceeds   (after   deducting  the  payments  for
transactional  expenses totaling approximately $75,000) to be approximately $5.9
million. We intend to use the net proceeds from the rights offering to invest in
the Bank for its general corporate

                                       25


purposes.  The expected result is to enhance  capital levels at the Bank.  While
the  Bank  is  considered  well  capitalized  under  regulatory  standards,  the
additional  capital  will  bolster  the  reputation  of the Bank as  being  well
capitalized and permit the Bank to continue to expand its asset base.

     The precise  amounts and timing of the application of the net proceeds from
this  offering  depend  upon many  factors,  including,  but not limited to, the
amount of any such proceeds and actual funding requirements.  Until the proceeds
are  used,  the Bank  will  invest  the  proceeds,  depending  on its cash  flow
requirements, in short- and long-term investments, including, but not limited to
treasury bills, commercial paper, certificates of deposit,  securities issued by
U.S. government agencies,  money market funds,  repurchase  agreements and other
similar investments.


                 MARKET PRICE AND DIVIDENDS ON OUR COMMON STOCK

     We began our status as a  reporting  company  under the  Exchange  Act as a
result of the trust preferred securities offering we completed during July 2000.
Shares of our common  stock have  traded on the OTCBB  since July 2002 under the
symbol  "BVBC."  As  of  September  30,  2008,  there  were   approximately  316
stockholders who held stock as record holders,  as well as stockholders who held
stock  through  the  restricted  stock  award  program  and/or  through the ESPP
program. The following table sets forth the high and low prices of the Company's
common  stock  since the first  quarter  of 2006 based on  closing  stock  price
quotations  providedby  Yahoo.com.  These prices  reflect  inter-dealer  prices,
without  retail  mark-up,  mark-down  or  commission  and  may  not  necessarily
represent actual transactions.

                                             2008                      2007                    2006
                                  --------------------------- ----------------------- -----------------------
         Fiscal Quarter                 High             Low        High         Low        High      Low

            First                 $    34.00      $    31.00  $    38.25  $    33.50  $    32.00  $    29.75
            Second                     34.00           26.00       40.00       33.50       31.00       28.15
            Third                      31.00           25.00       38.50       33.00       33.00       28.15
            Fourth                       N/A             N/A       36.00       31.00       35.00       33.00

The closing price of the Company's stock as of October 31, 2008 was $25.00.


                                    Dividends

     Our board of  directors  declared  cash  dividends  on our common  stock as
follows:


               Declaration Date             Amount              Record Date                   Pay Date
                                            Per Share
     ----------------------------------- -------------- ----------------------------- ----------------------
               December 21, 2006              $0.30          December 29, 2006          January 29, 2007
               December 20, 2007              $0.36          December 31, 2007          January 31, 2008

     Because our  consolidated  net income consists largely of the net income of
the Bank,  our ability to pay  dividends  on our common  stock is subject to our
receipt of dividends  from the Bank.  The ability of the Bank to pay  dividends,
and thus our ability to pay  dividends  to our  stockholders,  is  regulated  by
federal banking laws. In addition, if we elect to defer interest payments on our
outstanding junior  subordinated  debentures,  we will be prohibited from paying
dividends on our common stock during such deferral.  As a result of an agreement
with the  Federal  Reserve  Bank and the  OSBC,  prior  regulatory  approval  is
currently  required  prior to the payment of any dividends by the Company or the
Bank. After that agreement is terminated, our Board of Directors anticipates the
ability  to  declare  future  dividends,   subject  to  limitations  imposed  by
regulatory capital guidelines,  as permitted by the Company's  profitability and
liquidity.  However,  because of our lack of earnings and regulatory constraints
we do not  anticipate  paying cash dividends to our common  stockholders  in the
fiscal  year  ending  2008,  nor do we  know  when we will  resume  paying  cash
dividends.

                                       26



                                    DILUTION

     The sales price for the common  stock  under this  rights  offering is less
than the book value and tangible book value as of September  30, 2008.  Assuming
we sell the full amount of common stock  issuable in connection  with the rights
offering,  we will issue  approximately  334,000 shares.  Because certain of our
directors and executive  officers and certain Bank directors  intend to purchase
shares of our common  stock,  if you choose not to  exercise  your  subscription
rights prior to the expiration of the rights offering,  your relative  ownership
interest in our common stock will be diluted.  In  particular,  dilution will be
experienced  by any  stockholder  who (i) does  not  exercise  any of the  basic
subscription  rights or (ii) although  exercising all of the basic  subscription
rights, fails to exercise oversubscription rights in the proportion necessary to
maintain the same percentage of ownership.


                  MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

     The following  discussion is a summary of the material  federal  income tax
consequences  to U.S.  Holders  (as  defined  below) of our common  stock of the
receipt  of  subscription  rights  in the  rights  offering  and the  ownership,
exercise and  disposition  of the  subscription  rights.  This  discussion  is a
summary and does not consider all aspects of U.S.  federal income  taxation that
may be  relevant to  particular  U.S.  Holders in the light of their  individual
investment circumstances or to certain types of U.S. Holders that are subject to
special tax rules,  including  partnerships,  banks,  financial  institutions or
other  "financial  services"  entities,  broker-dealers,   insurance  companies,
tax-exempt organizations, regulated investment companies, real estate investment
trusts,  retirement plans,  individual retirement accounts or other tax-deferred
accounts,  persons  who use or are  required to use  mark-to-market  accounting,
persons that received our common stock in satisfaction of our prior indebtedness
to such  persons,  persons  that hold  rights or our  common  stock as part of a
"straddle,"  a  "hedge"  or a  "conversion  transaction,"  persons  that  have a
functional  currency  other  than the U.S.  dollar,  investors  in  pass-through
entities,  certain former  citizens or permanent  residents of the United States
and persons  subject to the  alternative  minimum tax. This discussion also does
not address any federal  non-income,  state, local or foreign tax considerations
to U.S.  Holders,  nor does it address any tax  considerations  to persons other
than U.S.  Holders.  This summary assumes that U.S. Holders have held our common
stock exclusively as a "capital asset" within the meaning of Section 1221 of the
Internal Revenue Code of 1986, as amended,  or the "Code." This summary is based
on  the  Code  and  applicable  Treasury  Regulations,  rulings,  administrative
pronouncements  and decisions as of the date hereof, all of which are subject to
change  or  differing  interpretations  at any time  with  possible  retroactive
effect.

     For purposes of this discussion,  a "U.S.  Holder" is a beneficial owner of
our common  stock who is (1) a citizen or an  individual  resident of the United
States;  (2) a corporation (or entity treated as a corporation for U.S.  federal
income tax purposes)  created or organized,  or treated as created or organized,
in or under the laws of the United  States or any political  subdivision  of the
United  States;  (3) an estate the  income of which is  subject to U.S.  federal
income taxation  regardless of its source;  or (4) a trust (a) if a court within
the  United   States  is  able  to  exercise   primary   supervision   over  its
administration  and one or more U.S.  persons  have  authority  to  control  all
substantial  decisions  of the trust or (b) that has a valid  election in effect
under applicable Treasury Regulations to be treated as a U.S. person.

     If a partnership  (or entity or  arrangement  treated as a partnership  for
U.S. federal income tax purposes) holds our common stock, the tax treatment of a
partner in the  partnership  will  depend upon the status of the partner and the
activities of the partnership. In this event, the partner and partnership should
consult  their tax  advisors  concerning  the tax  treatment  of the  receipt of
subscription  rights in the rights  offering  and the  ownership,  exercise  and
disposition of the subscription rights.

     EACH  HOLDER OF OUR  COMMON  STOCK IS URGED TO  CONSULT  THEIR TAX  ADVISOR
REGARDING THE SPECIFIC  FEDERAL,  STATE,  LOCAL AND FOREIGN INCOME AND OTHER TAX
CONSIDERATIONS OF THE RECEIPT OF SUBSCRIPTION  RIGHTS IN THE RIGHTS OFFERING AND
THE OWNERSHIP, EXERCISE AND DISPOSITION OF THE SUBSCRIPTION RIGHTS.

                                       27



Receipt,  Exercise and  Expiration  of the  Subscription  Rights;  Tax Basis and
Holding Period of Shares Received upon Exercise of the Subscription Rights

     You  should  not  recognize  taxable  income  for U.S.  federal  income tax
purposes in  connection  with the receipt of  subscription  rights in the rights
offering.  If you allow the  subscription  rights  received  in the  offering to
expire,  you should not  recognize  any gain or loss upon the  expiration of the
subscription  rights.  You also should not  recognize  any gain or loss upon the
exercise of the subscription rights received in the rights offering, and the tax
basis of the shares of our common  stock  acquired  through the  exercise of the
subscription  rights  should  equal  the sum of the  subscription  price for the
shares and your tax basis, if any, in the subscription rights.

     Your tax basis in the  subscription  rights will  generally  be zero unless
either  (1) the fair  market  value of the  subscription  rights on the date the
subscription  rights  are  distributed  is equal to or  exceeds  15% of the fair
market  value on that  date of our  common  stock  with  respect  to  which  the
subscription rights are received or (2) you elect, in your United States federal
income tax  return for the  taxable  year in which the  subscription  rights are
received,  to  allocate  part  of the  tax  basis  of the  common  stock  to the
subscription rights. In the case of (1) or (2) above, a portion of your basis in
our common stock with respect to which the subscription rights are received will
be allocated to the  subscription  rights in proportion to the  respective  fair
market  values of our common stock and the  subscription  rights on the date the
subscription  rights are distributed.  The fair market value of the subscription
rights on the date the  subscription  rights are  distributed is uncertain,  and
Blue Valley has not obtained, and does not intend to obtain, an appraisal of the
fair market value of the  subscription  rights on that date. In determining  the
fair market value of the subscription  rights,  you should consider all relevant
facts and circumstances, including any difference between the subscription price
set forth in the  subscription  rights and the trading price of our common stock
on the date that the  subscription  rights  are  distributed,  the length of the
period during which the  subscription  rights may be exercised and the fact that
the  subscription  rights  are  non-transferable.  If you have tax  basis in the
subscription  rights and you allow the  subscription  rights to expire,  the tax
basis of our common stock owned by you with  respect to which such  subscription
rights were  distributed  will be restored to the tax basis of such common stock
immediately  before  the  receipt  of the  subscription  rights  in  the  rights
offering. The holding period for the shares of our common stock acquired through
the exercise of the rights will begin on the date the rights are exercised.

     If you exercise the  subscription  rights  received in this rights offering
after  disposing  of the  shares of our common  stock with  respect to which the
subscription  rights are received,  then certain aspects of the tax treatment of
the  exercise  of  the  subscription  rights  are  unclear,  including  (1)  the
allocation  of tax  basis  between  our  common  stock  previously  sold and the
subscription  rights, (2) the impact of that allocation on the amount and timing
of gain or loss recognized with respect to our common stock previously sold, and
(3) the impact of that  allocation on the tax basis of our common stock acquired
through  exercise of the subscription  rights.  If you exercise the subscription
rights  received in the rights  offering  after  disposing  of the shares of our
common stock with respect to which the  subscription  rights are  received,  you
should consult your tax advisor.

Sale of Shares of Our Common Stock and Receipt of Distributions on Shares of Our
Common Stock

     You will  recognize  capital gain or loss upon the sale of our common stock
acquired  through the exercise of subscription  rights in an amount equal to the
difference  between the amount  realized  and your tax basis in our common stock
that you sold. The capital gain or loss will be long-term if your holding period
in the shares is more than one year.

     Long-term capital gains recognized by individuals are taxable under current
law at a  maximum  rate of 15%.  Under  current  law,  long-term  capital  gains
recognized by  individuals  will be taxable at a maximum rate of 20% for taxable
years beginning after December 31, 2010.  Long-term  capital gains recognized by
corporations are taxable at ordinary  corporate tax rates. If you have held your
shares of our common stock for one year or less,  your capital gain or loss will
be short-term. Short-term capital gains are taxed at a maximum rate equal to the
maximum rate applicable to ordinary income. Your ability to use any capital loss
is subject to certain limitations.

     Distributions,  if any, on shares of our common stock acquired  through the
exercise  of  subscription  rights  will be taxable to you as a dividend  to the
extent that the cash and fair  market  value of  property  is  allocable  to our
current and  accumulated  earnings and profits for the taxable year in which the
distribution  is made.  Dividends  received by  corporate  holders of our common
stock are taxable at ordinary  corporate  tax rates,  subject to any

                                       28




applicable
dividends-received  deduction.  Dividends received by noncorporate  (individual)
holders of our common stock in taxable years  beginning  before  January 1, 2011
are taxed under  current law at the  holder's  capital  gain tax rate (a maximum
rate of 15%) provided that the holder meets applicable  holding period and other
requirements.  Under current law, dividends received by noncorporate  holders of
our common stock in taxable years after 2010 will be taxed as ordinary income at
a  maximum  rate  of  35%.  Any  distributions  in  excess  of our  current  and
accumulated  earnings and profits will be treated as a tax-free return of basis,
and any further  distributions  in excess of your basis in our common stock will
be treated as gain from the sale or exchange of such common stock.

Information Reporting and Backup Withholding

     You may be subject to information  reporting and/or backup withholding with
respect to dividend  payments on or the gross  proceeds from the  disposition of
our common stock acquired  through the exercise of subscription  rights.  Backup
withholding  may apply under  certain  circumstances  if you (1) fail to furnish
your social  security  or other  taxpayer  identification  number,  or TIN,  (2)
furnish an incorrect TIN, (3) fail to report interest or dividends properly,  or
(4) fail to provide a certified statement, signed under penalty of perjury, that
the TIN provided is correct and that you are not subject to backup  withholding.
Any  amount  withheld  from a payment  under  the  backup  withholding  rules is
allowable as a credit  against (and may entitle you to a refund with respect to)
your federal  income tax  liability,  provided that the required  information is
furnished  to the  Internal  Revenue  Service.  Certain  persons are exempt from
backup  withholding,  including  corporations  and financial  institutions.  You
should  consult your tax advisors as to your  qualification  for exemption  from
withholding and the procedure for obtaining such exemption.


Investment by IRA Investors

    If you own shares of our common  stock  through  an  individual  retirement
account or individual  retirement annuity  (collectively the "IRA") described in
Section  408 of the Code,  then you should  consult  with your tax  advisers  to
determine  whether  participation  in this  offering will result in a non-exempt
prohibited transaction under Section 4975 of the Code. "Prohibited Transactions"
generally  include (i) a transfer of plan income or assets to, or use of them by
or for the benefit of, a  disqualified  person;  (ii) any act of a fiduciary  by
which  plan  income or assets  are used for his or her own  interest;  (iii) the
receipt of  consideration  by a fiduciary  for his or her own  account  from any
party  dealing  with the plan in a  transaction  that  involves  plan  income or
assets;  (iv) the  sale,  exchange,  or lease of  property  between a plan and a
disqualified  person;  (v)  lending  or  extending  credit  between a plan and a
disqualified  person; or (vi) the furnishing of goods,  services,  or facilities
between a plan and a disqualified  person.  The most likely  scenario in which a
prohibited  transaction  may occur is if the Bank is serving as trustee for your
IRA. If an IRA participates in a prohibited  transaction,  then the IRA may lose
its tax-qualified status,  resulting in immediate taxation and other adverse tax
consequences to the IRA beneficiary.

                              PLAN OF DISTRIBUTION

     We are offering  shares of our common stock directly to you pursuant to the
rights offering.  We have not engaged,  nor do we intend to engage in connection
with this rights offering, any underwriter,  broker, dealer,  placement agent or
finder. Our directors and executive officers may participate in the solicitation
of the exercise of subscription  rights for the purchase of common stock.  These
persons will be  reimbursed  only for their  reasonable  out-of-pocket  expenses
incurred in connection with any  solicitation.  Other trained  employees of Blue
Valley may assist in the rights  offering in ministerial  capacities,  providing
clerical  work in  effecting  an exercise of  subscription  rights or  answering
questions of a ministerial nature. None of our officers,  directors or employees
will be compensated in connection  with their  participation  in the offering by
the  payment of  commissions  or other  remuneration  based  either  directly or
indirectly on the transactions in the shares of common stock.

     We have agreed to pay the subscription  agent a fee plus certain  expenses,
which we estimate will total  approximately  $10,250. We estimate that our total
expenses in connection with the rights offering will be approximately $75,000.

     To the  extent  we have  shares  remaining  available  (after  taking  into
consideration all requested  over-subscription rights), we expect to offer those
shares to the public at $18.00 per share purchase price. We may use

                                       29


the services of an underwriter,  brokers, and/or dealers,  although there are no
present  arrangements  with any of the  foregoing  parties  with respect to this
offering.

                   DESCRIPTION OF SECURITIES TO BE REGISTERED

Common Stock

     The Company has  authorized  15,000,000  shares of common stock,  $1.00 par
value. We are also authorized to issue 15,000,000 shares of preferred stock, but
there are no  preferred  shares  issued and  outstanding.  The holders of common
stock are  entitled  to receive  dividends  when and as declared by the Board of
Directors.  In the event of our  liquidation,  dissolution  or  winding-up,  the
holders of common  stock are  entitled  to share pro rata in the  Company's  net
assets,  if any,  after  payment  or  provision  for  payment  of all  debts and
liabilities of the Company.

     The  holders  of  common  stock are  entitled  to one vote per share on all
matters submitted to a vote of the stockholders and may not cumulate their votes
for the election of directors.  Thus, the holders of a majority of the shares of
common  stock  have the power to elect all the  directors.  Each share of common
stock is  entitled to  participate  on a pro rata basis in  dividends  and other
distribution to holders of common stock. There are no redemption,  sinking fund,
conversion or preemptive  rights with respect to the shares of common stock. The
transfer  agent  for the  common  stock is  Computershare,  Inc.  (successor  to
American  Securities  Transfer & Trust,  Inc.). As of September 30, 2008,  there
were  2,470,242  shares of  common  stock  issued  and  outstanding  held by 316
stockholders who held stock as record holders,  as well as stockholders who held
stock  through  the  restricted  stock  award  program  and/or  through the ESPP
program.  All shares of common stock currently  outstanding  are, and the shares
offered hereby, when issued, will be, fully paid and nonassessable.

Restrictions on Changes in Control

     Certain provisions of the Kansas General Corporation Code (the "KGCC"), the
Amended and  Restated  Articles  and the Bylaws of the  Company  could make more
difficult the  acquisition  of the Company by means of a tender  offer,  a proxy
contest or otherwise or the removal of incumbent  officers and directors.  These
provisions  are  expected  to  discourage  certain  types of  coercive  takeover
practices  and  inadequate  takeover  bids and to encourage  persons  seeking to
acquire control of the Company to first negotiate with the Company.  The Company
believes that the benefits of increased  protection  of the Company's  potential
ability to negotiate with the proponent of an unfriendly or unsolicited proposal
to acquire or restructure the Company outweigh the disadvantages of discouraging
such proposals because, among other things,  negotiation of such proposals could
result in an improvement of the terms.

     The Company will be subject to the provisions of Section  17-12,100 et seq.
of the KGCC (the  "Business  Combination  Statute").  In general,  the  Business
Combination  Statute prohibits a publicly held Kansas  corporation from engaging
in a "business  combination"  with an "interested  stockholder"  for a period of
three  years  after the date that the person  became an  interested  stockholder
unless (with certain exceptions) the business  combination or the transaction in
which the person  became an interested  stockholder  is approved in a prescribed
manner. Generally a "business combination" includes a merger, assets sale, stock
sale, or other transaction  resulting in a financial benefit to the stockholder.
Generally, an "interested stockholder" is a person who, together with affiliates
and  associates,  owns (or within three year prior,  did own) 15% or more of the
corporation's  outstanding  voting stock.  This provision may have the effect of
delaying,  deferring or  preventing  a change in control of the Company  without
further action by the interested stockholder.

     The Company will also be subject to the  provisions  of Section  17-1286 of
the KGCC (the "Control Share  Statute").  In general,  the Control Share Statute
provides  that  shares of a Kansas  corporation  acquired  in a  "control  share
acquisition"  have no voting rights except to the extent approved by a vote of a
majority of the votes  entitled to be cast on the  matter,  excluding  shares of
stock owned by the acquirer or by officer or directors  who are employees of the
corporation.  A control share acquisition means,  subject to certain exceptions,
the  acquisition  of beneficial  ownership of voting  shares of stock which,  if
aggregated  with all other shares of stock which then have voting rights and are
beneficially  owned by such a person,  would  entitle  the  acquirer to exercise
voting power in electing  directors

                                       30


within one of the  following  ranges of voting  power:  (i) 20% or more but less
than 33 1/3%; (ii) 33 1/3% or more but less than a majority; or (iii) a majority
of all voting power. The acquisition of shares of stock in addition to shares an
acquiring person is entitled to vote as a result of having  previously  obtained
stockholder  approval does not constitute a control share acquisition unless, as
a result of such acquisition,  the voting power of the shares beneficially owned
by the acquirer  would  exceed the range in respect of which  voting  rights had
previously been granted.  A number of other acquisition of shares are not deemed
to constitute control share acquisitions,  including good faith gifts, transfers
pursuant to will,  purchases  pursuant to an  issuance  by the  corporation  and
certain mergers involving the corporation.

     If voting  rights are not approved at a meeting of  stockholders  or if the
acquiring  person does not deliver an acquiring person statement as permitted by
statute,  then, subject to certain  conditions and limitations,  the corporation
may redeem at market  value any and all of the shares  acquired  in the  control
share  acquisition.  If  voting  rights  for  such  shares  are  restored  at  a
stockholders'  meeting and the acquirer  becomes  entitled to vote a majority of
the shares entitled to vote,  stockholders who properly  objected to the control
share  acquisition may exercise  appraisal  rights and receive,  in exchange for
their  stock,  the fair  value of such  stock.  The fair  value of the  stock as
determined  for  purposes  of such  appraisal  rights  may not be less  than the
highest price per share paid in the control share acquisition.

     The  Company's  Amended and  Restated  Articles  require  that the Board of
Directors  consist of three classes with staggered  three-year terms. The number
of directors in each class must be as nearly equal as possible.  Thus, one class
of  directors  will be elected at each  annual  meeting of  stockholders  of the
Company, with the other classes continuing for the remainder of their respective
three-year  terms.  The  classification  of the Board of Directors makes it more
difficult  for the  Company's  existing  stockholders  to  replace  quickly  the
majority  of the  Board of  Directors  as well as for  another  party to  obtain
control of the Company by  replacing  the  majority  of the Board of  Directors.
Since the Board of Directors has the power to retain and  discharge  officers of
the  Company,  these  provisions  also  make  it  more  difficult  for  existing
stockholders or another party to effect quickly a change in management.

     The Company's Bylaws, as amended,  provide special meetings of stockholders
can be called only by a majority of the Board of Directors,  the  President,  or
20%  or  more  of the  stockholders.  Moreover,  the  business  permitted  to be
conducted at any special meeting of stockholders will be limited to the business
for which the meeting was called. The Amended and Restated Articles set forth an
advance notice procedure with regard to the nomination,  other than by or at the
direction of the Board of Directors, of candidates for election as directors and
with regard to business to be brought before an annual  meeting of  stockholders
of the Company.  Stockholders  will not be  permitted  to fill  vacancies on the
Board of Directors caused by resignation or newly created directorships.

     The Company's Amended and Restated  Articles and Bylaws contain  provisions
requiring  the  affirmative  vote of the holders of at least  two-thirds  of the
voting stock of the Company to amend many of the foregoing provisions.


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

The management's  discussion and analysis sets forth the major factors that have
affected our financial condition and results of operations and provides a better
understanding  of  the  major  factors  and  trends  that  affect  our  earnings
performance  and  financial  condition,  and how  our  performance  during  2008
compares with prior years. See our Form 10-K and Quarterly  Reports on Form 10-Q
containing our updated  financial  results through September 30, 2008 as well as
updated  management's  discussion  and analysis,  all of which are  incorporated
herein by reference.

                                       31

MANAGEMENT

Directors and Executive Officers

For each of our directors and our executive officers, we have set forth below
their ages as of September 30, 2008, and their principal positions.

Name Age Positions

Directors

Robert D. Regnier ................................. 59 President, Chief Executive Officer and Chairman of the
Board of Directors of Blue Valley; President, Chief
Executive Officer and Chairman of the Board of
Directors of the Bank
Donald H. Alexander................................ 70 Director of Blue Valley and the Bank
Michael J. Brown................................... 51 Director of Blue Valley
Thomas A. McDonnell................................ 63 Director of Blue Valley
Anne D. St. Peter.................................. 43 Director of Blue Valley
Robert D. Taylor................................... 61 Director of Blue Valley

Additional Directors of the Bank

Harvey S. Bodker................................... 72 Director of the Bank
Richard L. Bond.................................... 73 Director of the Bank
Suzanne E. Dotson.................................. 61 Director of the Bank
Charles H. Hunter.................................. 66 Director of the Bank

Executive Officers who are not Directors

Mark A. Fortino.................................... 42 Executive Vice President and Chief Financial Officer
of the Bank; Chief Financial Officer of Blue Valley
Bruce A. Easterly.................................. 49 Executive Vice President and Chief Lending Officer
of the Bank
Ralph J. Schramp................................... 59 Senior Vice President - Commercial Lending, Mortgage
Originations and Business Development for the Bank
Sheila C. Stokes................................... 46 Senior Vice President - Retail Division of the Bank

Over the past five years, none of the Blue Valley or Bank directors or
executive officers have been involved in any bankruptcy proceeding or criminal
proceeding or have violated any federal or state securities or commodities laws.

SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth, as of September 30, 2008, for each of our
directors, each of our named executive officers, each owner of more than 5% of
our common stock, and all of our executive officers and directors as a group,
the following information:

(i) the proposed purchases of shares, assuming sufficient shares of common
stock are available to fulfill purchase intentions; and

(ii) the total amount of our common stock to be held following the
rights offering.

Under the rules of the SEC, a person is deemed to be a "beneficial owner"
of a security if that person has or shares "voting power," which includes the
power to vote or to direct the voting of the security, or "investment power,"
which includes the power to dispose of or to direct the disposition of the
security. The rules also treat as outstanding all shares of common stock that a
person would receive upon exercise of stock options or warrants held by that
person, which are immediately exercisable or exercisable within 60 days of the
determination date. Under these rules, more than one person may be deemed a
beneficial owner of the same securities and a person may be deemed to be a
beneficial owner of securities as to which that person has no economic interest.
The address of each person listed below is c/o Blue Valley Ban Corp., 11935
Riley, Overland Park, Kansas 66213.

Proposed Purchases of
Common Stock in the Rights
Offering
-----------------------------
Percentage
Common Stock of Class
Beneficially Owned Before Common Stock to be
Before Rights Rights Number of Beneficially Owned After
Offering Offering Shares Amount Rights Offering
--------------------- ------------- ------------- --------------- ----------------------------
Robert D. Regnier 708,894 (1)(3) 28.70% 95,848 $1,725,264 804,472
Thomas A. McDonnell 160,352 (1)(4) 6.49% 77,326 (5) 1,390,258 237,588
Donald H. Alexander 152,432 (1)(6) 6.17% 55,556 (7) 1,000,008 207,988
Robert D. Taylor 7,974 (1)(8) .32% 1,078 19,404 9,052
Michael J. Brown 27,944 (1)(9) 1.13% 3,778 68,004 31,722
Anne D. St. Peter 600 (1)(10) .02% 636 (11) 11,448 1,236
Mark A. Fortino 10,349 (1)(12) .42% 1,399 (13) 25,182 11,748
Sheila C. Stokes 9,012 (1)(14) .37% 407 7,326 9,419
Ralph J. Schramp 3,609 (1) (15) .15% 365 7,300 3,974
Harvey S. Bodker 67,032 (1)(16) 2.71% 6,112 110,016 73,144
Richard L. Bond 600 (1) (17) .02% 81 1,458 681
Suzanne E. Dotson 27,900 (1) (18) 1.13% 2,096 37,728 29,996
Charles H. Hunter 18,748 (1) (19) .76% 1,534 27,612 20,282
Bruce A. Easterly 1,895 (1) (20) .08% 205 3,690 2,100
--------------------------------------------------------------------------------------------------------------------------
All Directors and 48.47% 246,421 $4,434,698 1,443,402
Executive Officers, 14 in
number, as a Group

(1) All entries based on information provided to us by our directors and
executive officers.

(2) For purposes of this table, a person is considered to beneficially own
shares of common stock if he or she directly or indirectly has or
shares voting power, which includes the power to vote or to direct the
voting of the shares, or investment power, which includes the power to
dispose or direct the disposition of the shares, or if he/she has the
right to acquire the shares under options which are exercisable
currently or within 60 days of September 30, 2008. Each person named
in the above table has sole voting power and sole investment power
with respect to the indicated shares unless otherwise noted. A person
is considered to have shared voting and investment power over shares
indicated as being owned by the spouse or the IRA of the spouse of
that person.

(3) Includes 119,919 shares held in family limited partnerships and a
corporate entity; 499,047 shares held individually; 1,800 shares
issued to Mr. Regnier under the restricted stock award program; and
88,128 shares held in a family limited partnership with his spouse.

(4) Consists of 2,400 shares held individually; 157,352 shares jointly
held by Mr. McDonnell and his spouse in a trust; and 600 shares issued
to Mr. McDonnell under the restricted stock award program.


     (5)  Consists of 21,681 shares  acquired once Mr.  McDonnell  exercises his
          basic  subscription  rights;  and  55,645  shares  acquired  once  Mr.
          McDonnell exercises his oversubscription rights, if available.

     (6)  Includes  151,832 shares held  individually;  and 600 shares issued to
          Mr. Alexander under the restricted stock award program.

     (7)  Consists of 20,610 shares  acquired once Mr.  Alexander  exercises his
          basic  subscription  rights;  and  34,946  shares  acquired  once  Mr.
          Alexander exercises his oversubscription rights, if available.

     (8)  Includes 7,374 shares held individually;  and 600 shares issued to Mr.
          Taylor under the restricted stock award program.

     (9)  Includes 600 shares held individually; 26,744 shares held individually
          by his spouse; and 600 shares issued to Mr. Brown under the restricted
          stock award program.

     (10) Includes 600 shares issued to Ms. St. Peter under the restricted stock
          award program.

     (11) Consists of 81 shares  acquired  once Ms.  Peter  exercises  her basic
          subscription  rights;  and 555 shares to be  acquired  once Ms.  Peter
          exercises her oversubscription rights, if available.

     (12) Consists of 4,329 shares held individually; 1,800 shares issued to Mr.
          Fortino under the restricted stock award program; 3,400 shares jointly
          held by Mr.  Fortino  and his spouse in a trust;  and 820 shares  held
          individually by his spouse.

     (13) Consists of 1,288 shares acquired once Mr. Fortino exercises his basic
          subscription  rights;  and 111 shares to be acquired once Mr.  Fortino
          exercises his oversubscription rights, if available.

     (14) Consists of 812 shares held  individually;  1,800 shares issued to Ms.
          Stokes under the restricted stock award program;  and 6,400 shares Ms.
          Stokes has the right to acquire  under vested  stock  options that she
          has not exercised.

     (15) Consists of 1,209 shares held individually; 1,800 shares issued to Mr.
          Schramp under the restricted  stock award program;  and 600 shares Mr.
          Schramp has the right to acquire  under vested  stock  options that he
          has not exercised.

     (16) Consists of 39,768 shares held individually;  600 shares issued to Mr.
          Bodker under the  restricted  stock award  program;  and 26,664 shares
          jointly held in a family trust.

     (17) Consists of 600 shares issued to Mr. Bond under the  restricted  stock
          award program.

     (18) Consists of 14,900 shares held individually;  600 shares issued to Ms.
          Dotson under the restricted stock award program; and 12,400 shares Ms.
          Dotson has the right to acquire  under vested  stock  options that she
          has not exercised.

     (19) Consists of 10,748 shares held individually;  600 shares issued to Mr.
          Hunter under the restricted stock award program;  and 7,400 shares Mr.
          Hunter has the right to acquire under vested stock options that he has
          not exercised.

     (20) Consists of 620 shares  held  individually;  900 shares  issued to Mr.
          Easterly under the restricted stock award program;  and 375 shares Mr.
          Easterly has the right to acquire  under vested stock  options that he
          has not  exercised.

                                       34


              CERTAIN RELATIONSHIPS WITH RELATED PARTY TRANSACTIONS

     The Bank periodically  makes loans to the executive  officers and directors
of the Bank and Blue  Valley,  the  members  of  their  immediate  families  and
companies with which they are affiliated. As of September 30, 2008, the Bank had
aggregate  loans  outstanding  to such persons of  approximately  $24.8 million,
which represented  46.23% of our  stockholders'  equity of $53.7 million on that
date. These loans:

      •   were made in the ordinary course of business;

      •   were made on substantially  the same terms,  including  interest rates
          and  collateral,  as  those  prevailing  at the  time  for  comparable
          transactions with other persons; and

      •   did not involve more than the normal risk of collectibility or present
          other unfavorable features.

     As of September 30, 2008, related party transactions were as follows:

                                                           2008                   2007
                                                           ----                   ----
                                                     (In Thousands)          (In Thousands)
           Balance, beginning of year             $         20,288        $        10,773
           New loans                                        15,709                 19,035
           Repayments and reclassifications               (11,173)                (9,520)
                                                ------------------        ---------------

           Balance, end of year                   $         24,824        $        20,288



              INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES


     The KGCC  authorizes a company to indemnify  its  directors and officers in
certain instances  against certain  liabilities that they may incur by virtue of
their  relationship  with the company.  A company may  indemnify  any  director,
officer, employee or agent against judgments, fines, penalties,  amounts paid in
settlement, and expenses incurred in any pending, threatened or completed civil,
criminal,  administrative,  or investigative proceeding (except an action by the
Company)  against the individual in his or her capacity as a director,  officer,
employee,  or agent of the  company,  or  another  company  if  serving  in such
capacity at the  company's  request if the  individual  (i) acted in good faith;
(ii)  acted in a  manner  which he or she  reasonably  believed  to be in or not
opposed  to the best  interests  of the  company;  and (iii)  with  respect to a
criminal  action,  had no  reasonable  cause to believe  his or her  conduct was
unlawful.  Furthermore, a company may indemnify any director,  officer, agent or
employee  against  expenses  incurred in defense or settlement of any proceeding
brought by the  company  against  the  individual  in his or her  capacity  as a
director,  officer,  employee  or agent of the  company,  or another  company if
serving in such capacity at the company's request, if the individual:  (i) acted
in good faith; (ii) acted in a manner which he or she reasonably  believed to be
in or not  opposed  to the  best  interests  of the  company;  and  (iii) is not
adjudged to be liable to the  company  (unless the court finds that he or she is
nevertheless reasonably entitled to indemnity for expenses which the court deems
proper). A company must repay the expenses of any director, officer, employee or
agent who is successful on the merits of an action against the individual in his
or her capacity as such.

     A Kansas company is authorized to make any other or further indemnification
or  advancement  of expenses of any of its directors,  officers,  employees,  or
agents,  except for acts or omissions  which  constitute  (i) a violation of the
criminal  law  (unless the  individual  had  reasonable  cause to believe it was
lawful); (ii) a transaction in which the individual derived an improper personal
benefit;  (iii) in the case of a director,  a  circumstance  under which certain
liability provisions of the KGCC are applicable (related to payment of dividends
or other  distributions  or repurchases of shares in violation of the KGCC);  or
(iv) willful  misconduct  or a conscious  disregard for the best interest of the
company in a  proceeding  by the  company,  or a company  stockholder.  A Kansas
company also is authorized to purchase and maintain liability  insurance for its
directors, officers, employees and agents.

                                       35


     Under our  Bylaws,  we may  indemnify  our  directors  and  officers to the
fullest extent permitted by applicable law.

     Federal  banking  law,  which is  applicable  to us as a financial  holding
company and to the Bank as an insured depository institution, limits our and the
Bank's ability to indemnify their  directors and officers.  Neither the Bank nor
we   may   make,   or   agree   to   make,   indemnification   payments   to  an
institution-affiliated  party such as an officer or director in connection  with
any  administrative or civil action instituted by a federal banking agency if as
a result of the banking  agency action the  indemnitee is assessed a civil money
penalty,  is removed from office or prohibited from participating in the conduct
of our or the Bank's affairs,  or is subject to a cease and desist order.  Prior
to the resolution of any action instituted by the applicable banking agency, the
Bank, or we, as  applicable,  may indemnify  officers and directors  only if the
respective  board of  directors,  as the case may be, (i)  determines in writing
that the indemnified  person acted in good faith and in a manner he/she believed
to  be  in  the  best  interest  of  the  institution,   (ii)  determines  after
investigation that making  indemnification  payments would not affect our safety
and soundness or the safety and soundness of the Bank, as the case may be, (iii)
if the  indemnified  party agrees in writing to reimburse us or the Bank, as the
case may be, for any indemnity payments which turn out to be impermissible,  and
(iv)  determines  that the  indemnification  payments  would  not  otherwise  be
prohibited by federal banking law.



                                  LEGAL MATTERS

     The  validity of the issuance of the common  stock  offered  hereby will be
passed upon for us by Husch Blackwell Sanders LLP.


                                     EXPERTS

     BKD, LLP,  independent  registered  public accounting firm, has audited our
consolidated financial statements included in our Annual Report on Form 10-K for
the year ended December 31, 2007,  which are  incorporated  by reference in this
prospectus and elsewhere in the registration statement. Our financial statements
are  incorporated by reference in reliance on BKD, LLP's report,  given on their
authority as experts in accounting and auditing.

     With respect to the unaudited interim financial information for the periods
ended  September  30, 2008,  June 30, 2008 and March 31, 2008,  incorporated  by
reference in this  prospectus,  the independent  accountants  have reported that
they have applied limited  procedures in accordance with professional  standards
for a review of such  information.  However,  their separate reports included in
the Company's  quarterly  reports on Form 10-Q for the quarters ended  September
30,  2008,  June 30, 2008 and March 31,  2008,  and  incorporated  by  reference
herein,  state  that they did not audit and they do not  express  an opinion on
that interim financial information. Accordingly, the degree of reliance on their
report on such  information  should be restricted in light of the limited nature
of the  review  procedures  applied.  The  accountants  are not  subject  to the
liability  provisions  of  Section  11 of the  Securities  Act of 1933 for their
report on the unaudited interim financial information because that report is not
a "report" or a "part" of the  registration  statement  prepared or certified by
the accountants within the meaning of Sections 7 and 11 of the Act.

                 INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS

     You  should  rely  only on the  information  provided  or  incorporated  by
reference in this prospectus.  We have not authorized anyone to provide you with
any different information. This prospectus does not constitute an offer to sell,
or a solicitation  of an offer to buy,  these  securities in any state where the
offer or sale is prohibited.  You should not assume that the information in this
prospectus  or any  prospectus  supplement is accurate as of any date other than
the date on the front of the document.

     The  Securities  and  Exchange  Commission,   or  the  SEC,  allows  us  to
"incorporate by reference" the information  that we file with it, meaning we can
disclose  important  information  to you by  referring  you to  those

                                       36


documents  already  on file  with  the  SEC.  The  information  incorporated  by
reference is considered to be part of this prospectus except for any information
that is superseded by other information that is included in this prospectus.

     This filing  incorporates  by reference the following  documents,  which we
have previously filed with the SEC:

Blue Valley Ban Corp. SEC Filings                   Period or Date Filed
(SEC File 001-15933);
(CIK No. 0000901842)
--------------------------------------------------------------------------------------------------------------------

Annual Report on Form 10-K                          Year ended December 31, 2007

Quarterly Report on Form 10-Q                       Quarters ended March 31, 2008,  June 30, 2008 and September 30,
                                                    2008

Current reports on Form 8-K                         January 17, 2008, April 25, 2008, August 4, 2008, and
                                                    October 17, 2008

Definitive proxy statement on Schedule 14A          April 14, 2008


In addition to  information  elsewhere  incorporated  herein,  the  following is
hereby incorporated by reference:

     •    Information  from our Annual Proxy  Statement on Schedule 14A filed on
          April 14, 2008 includes  information related to director and executive
          officer  terms  of  office,   director   positions  and  offices  with
          registrant,  director  independence,  director and  executive  officer
          family  relationships,  director and executive  officer  compensation,
          director  and  executive  officer  business  experience,  and  general
          corporate governance information.

     •    Information  from our Form 10-Q for quarter  ended  September 30, 2008
          includes   information   related  to   quantitative   and  qualitative
          disclosures about market risk.


     These documents may also be accessed through our website at www.bankbv.com.
The  information  and other content  contained on or linked from our website are
not part of this Prospectus.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this prospectus to the extent that a statement  contained herein
or in any  other  subsequently  filed  document  that also is or is deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this prospectus.

     We will provide,  without charge, to each person,  including any beneficial
owner, to whom this  prospectus is delivered,  on the written or oral request of
such person,  a copy of any or all of the reports or documents  incorporated  by
reference in this prospectus but not delivered with this prospectus. Any request
may be made by  writing  or calling  us at the  following  address or  telephone
number:

                              Blue Valley Ban Corp.
                                   11935 Riley
                        Overland Park, Kansas 66225-6128
                               Attn: Mark Fortino
                            Telephone: (913) 338-1000


     We file annual,  quarterly  and current  reports with the SEC. You may read
and copy these  materials at

                                       37


the SEC's Public Reference Room at 100 F. Street,  N.E.,  Washington,  DC 20549.
The public may obtain  information on the operation of the Public Reference Room
by calling  the SEC at  800-SEC-0330.  The SEC  maintains  an  internet  site at
http://www.sec.gov  that contains reports,  proxy and information statements and
other information regarding the company.

                                       38



You should rely only on the information  contained in this  prospectus.  We have
not authorized anyone to provide you with different information. This prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any of
the securities  offered by this prospectus to any person or in any  jurisdiction
in which an offer or  solicitation  is not  authorized  or in which  the  person
making an offer or  solicitation  is not qualified to do so, or to any person to
whom it is unlawful to make an offer or solicitation in those jurisdictions. The
information contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or of any sale
of the Blue Valley Ban Corp. common stock.







                              Blue Valley Ban Corp.

                                    Shares of

                                  COMMON STOCK


                                   PROSPECTUS




                                November 10, 2008 





                                       39



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution

     The  following  table sets forth all costs and  expenses,  payable by us in
connection with the common stock  subscription  rights offering being registered
hereunder.  All of the amounts shown are estimates except for the Securities and
Exchange Commission registration fee.

 SEC registration fee........................................    $   335.47
                                                                 ----------
 Printing and mailing expenses*..............................    $    3,750
                                                                 ----------
 Legal fees and expenses*....................................    $   45,000
                                                                 ----------
 Accounting fees and expenses*...............................    $   15,000
                                                                 ----------
 Subscription Agent fees and expenses*.......................    $   10,250
                                                                 ----------
          Total..............................................    $74,335.47
                                                                 ==========
-----------
* Estimated pursuant to instruction to Rule 511 of Regulation S-K.

Item 14.  Indemnification of Directors and Officers

     Section  17-6305 of the Kansas  General  Corporation  Code (the "KGCC") and
Article VIII of Blue Valley's  Bylaws  provide  generally and in pertinent  part
that Blue Valley may  indemnify  its  directors,  officers,  employees or agents
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by them in connection  with any
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,  except  actions  by or in the right of the  corporation,  if, in
connection  with the matters in issue,  they acted in good faith and in a manner
they reasonably  believed to be in, or not opposed to, the best interests of the
corporation,  and in  connection  with any criminal  suit or  proceeding,  if in
connection  with the matters in issue,  they had no reasonable  cause to believe
their conduct was unlawful.  Article VIII of Blue Valley's  Bylaws provides that
Blue Valley shall not be required to indemnify or advance expenses to any person
in connection with an action, suit or proceeding initiated by such person (other
than an action, suit or proceeding initiated by such person to enforce his right
to indemnification  and advancement of expenses pursuant to Section 7 of Article
VIII of the Bylaws) unless the initiation of such action, suit or proceeding was
authorized  in advance by the Board of  Directors.  Section  17-6305 and Article
VIII of our  Bylaws  further  provide  that in  connection  with the  defense or
settlement  of any  action by or in the right of the  corporation  to  procure a
judgment  in its favor,  Blue  Valley may  indemnify  its  directors,  officers,
employees or agents against expenses actually and reasonably incurred by them in
connection with the defense or settlement of the action or suit if they acted in
good faith and in a manner they reasonably believed to be in, or not opposed to,
the  best   interests   of  the   corporation;   provided,   however,   that  no
indemnification  shall be made in any action as to which they have been adjudged
to be liable to the  corporation  unless,  and only to the extent  that, a court
deciding such action determines that,  despite the adjudication of liability but
in view of all of the  circumstances of the case, they are fairly and reasonably
entitled to indemnification for such expenses as the court deems proper.

     Section 9 of Article VIII of our Bylaws and Section  17-6305(g) of the KGCC
provides that upon resolution passed by the Board of Directors,  Blue Valley may
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director,  officer, employee or agent of the Blue Valley or is or was serving at
the request of Blue  Valley,  against  any  liability  asserted  against him and
incurred by him in such capacity,  or arising out of his status as such, whether
or not Blue Valley would have the power to indemnify him against such  liability
under the provisions of the Bylaws or Section 17-6305 of the KGCC. Blue Valley's
directors and officers are insured against losses arising from any claim against
them as such for wrongful acts or omissions, subject to certain limitations.

     Article IX of Blue Valley's Amended and Restated  Articles of Incorporation
(the  "Articles")  provides  that Blue  Valley  shall  indemnify  its  officers,
directors and advisory directors to the fullest extent permitted by law. Article
X provides that Blue  Valley's  directors  and advisory  directors  shall not be
liable for monetary damages for breach of a fiduciary duty, except to the extent
such exemption  from  liability is not permitted  under the KGCC. As

                                   Part II-1


provided in Section 17-6002(b)(8) of the KGCC, Articles IX and X do not limit or
eliminate liability (i) for any breach of the director's duty of loyalty to Blue
Valley or its  shareholders,  (ii) for acts or  omissions  not in good  faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
paying a dividend or  approving a stock  repurchase  in violation of the KGCC or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.


     Federal  banking  law,  which is  applicable  to us as a financial  holding
company and to the Bank as an insured depository institution, limits our and the
Bank's ability to indemnify their  directors and officers.  Neither the Bank nor
we   may   make,   or   agree   to   make,   indemnification   payments   to  an
institution-affiliated  party such as an officer or director in connection  with
any  administrative or civil action instituted by a federal banking agency if as
a result of the banking  agency action the  indemnitee is assessed a civil money
penalty,  is removed from office or prohibited from participating in the conduct
of our or the Bank's affairs,  or is subject to a cease and desist order.  Prior
to the resolution of any action instituted by the applicable banking agency, the
Bank, or we, as  applicable,  may indemnify  officers and directors  only if the
respective  board of  directors,  as the case may be, (i)  determines in writing
that the indemnified  person acted in good faith and in a manner he/she believed
to  be  in  the  best  interest  of  the  institution,   (ii)  determines  after
investigation that making  indemnification  payments would not affect our safety
and soundness or the safety and soundness of the Bank, as the case may be, (iii)
if the  indemnified  party agrees in writing to reimburse us or the Bank, as the
case may be, for any indemnity payments which turn out to be impermissible,  and
(iv)  determines  that the  indemnification  payments  would  not  otherwise  be
prohibited by federal banking law.

Item 15.  Recent Sales of Unregistered Securities

Not applicable.

Item 16. Exhibits and Financial Statement Schedules

(a)      Exhibits

 Exhibit No.   Description
 -----------   -----------

          1    Omitted - Inapplicable.

          2.1  Agreement and Plan of Merger between Unison  Bancorp,  Inc., BVBC
               Acquisition  I,  Inc.  and Blue  Valley  Ban  Corp.,  dated as of
               November 2, 2006*****

          2.2  Acquisition Agreement and Plan of Merger among Northland National
               Bank, Blue Valley Ban Corp. and Western  National Bank,  dated as
               of March 2, 2007 *****

          2.3  Purchase and Assumption  Agreement among Northland National Bank,
               Bank of Blue Valley and Blue Valley Ban Corp.,  dated as of March
               2, 2007*****

          3.1  Amended and Restated Articles of Incorporation of Blue Valley Ban
               Corp. *

          3.2  Bylaws, as amended, of Blue Valley Ban Corp. *

          4.1  1998 Equity Incentive Plan. *

          4.2  1994 Stock Option Plan. *

          4.3  Form of Agreement as to Expenses and Liabilities. *

          4.4  Form of Indenture  dated April 10, 2003,  between Blue Valley Ban
               Corp. and Wilmington Trust Company **

                                   Part II-2


          4.5  Amended and Restated Declaration of Trust dated April 10, 2003 **

          4.6  Guarantee Agreement dated April 10, 2003 **

          4.7  Fee Agreement dated April 10, 2003 **

          4.8  Specimen of Floating Rate Junior Subordinated Debt Security **

          4.9  Form of  Indenture  dated as of July 29, 2005 between Blue Valley
               Ban Corp. and Wilmington Trust Company***

          4.10 Amended and Restated Declaration of Trust dated July 29, 2005***

          4.11 Guarantee Agreement dated July 29, 2005***

          5    Opinion of Husch  Blackwell  Sanders  LLP as to  legality  of the
               common stock being registered and sold.

          8    Omitted - Inapplicable.

          9    Omitted - Inapplicable.

          10.1 Promissory Note of Blue Valley Building dated July 15, 1994. *

          10.2 Mortgage,  Assignment of Leases and Rents and Security  Agreement
               between Blue Valley Building and Businessmen's  Assurance Company
               of America, dated July 15, 1994. *

          10.3 Assignment of Leases and Rents  between Blue Valley  Building and
               Businessmen's Assurance Company of America dated July 15, 1994. *

          10.4 Line of Credit Note with JP Morgan Chase dated June 15, 2005 ****

          10.5 Term Note with JP Morgan Chase dated June 15, 2005 ****

          10.6 Agreement and Plan of Merger between Unison  Bancorp,  Inc., BVBC
               Acquisition  I,  Inc.  and Blue  Valley  Ban  Corp.,  dated as of
               November 2, 2006 (included in Exhibit 2)*****

          10.7 Acquisition Agreement and Plan of Merger among Northland National
               Bank, Blue Valley Ban Corp. and Western  National Bank,  dated as
               of March 2, 2007 (included in Exhibit 2)*****

          10.8 Purchase and Assumption  Agreement among Northland National Bank,
               Bank of Blue Valley and Blue Valley Ban Corp.,  dated as of March
               2, 2007 (included in Exhibit 2)*****

          10.9 Waiver  Letter and Proposed Term Sheet with JP Morgan Chase dated
               October 15, 2008.
          11  Statement regarding computation of per share earnings.+

          12   Omitted - Inapplicable.

          15   BKD, LLP letter regarding unaudited interim financial information.

          16   Omitted - Inapplicable.

          21   Subsidiaries of Blue Valley Ban Corp.+

                                   Part II-3



          23.1 Consent of BKD, LLP. (included in Exhibit 15)

          23.2 Consent of Husch Blackwell Sanders LLP (included in Exhibit 5).

          24.1 Power of Attorney.#

          25   Omitted - Inapplicable.

          26   Omitted - Inapplicable.

          99.1 Form of Letter of Transmittal to Stockholders.

          99.2 Form of Letter of Transmittal to Nominees.

          99.3 Form of Instructions as to use of Blue Valley Subscription Rights
               Certificates.

          99.4 Form of Notice of Guaranteed Delivery.

          99.5 Form of Beneficial Owner Election Form.

          99.6 Form of Subscription Rights Certificate.

          99.7 Form of Subscription Agent Agreement.

-----------------------
*    Filed with the  Commission on April 11, 2000 as an Exhibit to Blue Valley's
     Registration  Statement on Form S-1,  Amendment  No. 1, Fine No.  333-3428.
     Exhibit incorporated herein by reference.
**   Filed with the  Commission on March 19, 2004 as an Exhibit to Blue Valley's
     Annual Report on Form 10-K incorporated herein by reference.
***  Filed with the  Commission  on July 29, 2005 as an Exhibit to Blue Valley's
     Current Report on From 8-K. Exhibit incorporated herein by reference.
**** Filed with the  Commission on March 24, 2005 as an Exhibit to Blue Valley's
     Annual Report on Form 10-K. Exhibit incorporated herein by reference.
***** Filed with the Commission on March 28, 2007 as an Exhibit to Blue Valley's
     Annual Report on Form 10-K. Exhibit incorporated herein by reference.
+    Filed with the  Commission on March 27, 2008 as an Exhibit to Blue Valley's
     Annual Report on Form 10-K. Exhibit incorporated herein by reference.
#    Set forth on the signature page to Blue Valley's Registration  Statement on
     Form S-1 filed with the SEC on October 17, 2008.


(b)      Financial Statement Schedules

     All financial statement schedules have been omitted because they are either
not applicable or the required information has been included in the consolidated
financial  statements  or notes  thereto  incorporated  by  reference  into this
Prospectus.

Item 17.  Undertakings.


     The undersigned registrant hereby undertakes:

                                   Part II-4


     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) to include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) to reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement.

     Notwithstanding  the  foregoing,  any  increase  or  decrease  in volume of
     securities  offered (if the total dollar value of securities  offered would
     not exceed that which was  registered)  and any  deviation  from the low or
     high end of the estimated  maximum  offering  range may be reflected in the
     form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
     the aggregate,  the changes in volume and price  represent no more than 20%
     change  in  the  maximum   aggregate   offering  price  set  forth  in  the
     "Calculation  of  Registration  Fee"  table in the  effective  registration
     statement;

          (iii) to include any material  information with respect to the plan of
     distribution not previously disclosed in this registration statement or any
     material change to such information in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser,  each prospectus filed pursuant to Rule 424(b) as part
of the registration  statement relating to an offering,  other than registration
statements  relying on Rule 430B or other than prospectuses filed in reliance on
Rule  430A,  shall be  deemed  to be part of and  included  in the  registration
statement  as of the  date  it is  first  used  after  effectiveness.  Provided,
however, that no statement made in the registration statement or prospectus that
is part of the  registration  statement  or made in a document  incorporated  or
deemed  incorporated by reference into the registration  statement or prospectus
that is part of the  registration  statement will, as to a purchaser with a time
of contract of sale prior to such first use,  supersede or modify any  statement
that was made in the  registration  statement or prospectus that was part of the
registration  statement or made in any such document  immediately  prior to such
date of first use.

     (5) That, for the purpose of determining  liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial  distribution  of the
securities,  the undersigned registrant undertakes that in a primary offering of
securities  of  the  undersigned   registrant   pursuant  to  this  registration
statement,  regardless of the underwriting method used to sell the securities to
the purchaser,  if the securities are offered or sold to such purchaser by means
of any of the following  communications,  the  undersigned  registrant will be a
seller to the purchaser and will be considered to offer or sell such  securities
to such purchaser:

          (i)  Any  preliminary  prospectus  or  prospectus  of the  undersigned
     registrant  relating to the offering  required to be filed pursuant to Rule
     424;

          (ii) Any free writing prospectus  relating to the offering prepared by
     or on behalf of the  undersigned  registrant  or used or referred to by the
     undersigned registrant;

          (iii) The portion of any other free writing prospectus relating to the
     offering containing material  information about the undersigned  registrant
     or its securities  provided by or on behalf of the undersigned  registrant;
     and

          (iv) Any other  communication that is an offer in the offering made by
     the undersigned registrant to the purchaser.

                                   Part II-5


     The undersigned  registrant hereby undertakes to supplement the prospectus,
after the expiration of the subscription period, to set forth the results of the
subscription offer, the amount of unsubscribed securities,  and the terms of any
subsequent  reoffering  thereof.  If any public  offering is to be made on terms
differing  from  those  set  forth  on  the  cover  page  of the  prospectus,  a
post-effective amendment will be filed to set forth the terms of such offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   Part II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Overland Park, State of
Kansas, on the 10th day of November, 2008.

BLUE VALLEY BAN CORP.

By: /s/ Robert D. Regnier
-------------------------------------------------
Robert D. Regnier, President, Chief Executive Officer and
Director (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ Robert D. Regnier President, Chief Executive Officer and November 10, 2008
--------------------- Director (Principal Executive Officer)
Robert D. Regnier

/s/ Mark A. Fortino Chief Financial Officer (Principal
--------------------- Financial [and Accounting] Officer) November 10, 2008
Mark A. Fortino

*
---------------------
Donald H. Alexander Director

*
---------------------
Michael J. Brown Director

*
---------------------
Thomas A. McDonnell Director

*
---------------------
Anne D. St. Peter Director

*
---------------------
Robert D. Taylor Director

*By: /s/ Robert D. Regnier
------------------------------------
Robert D. Regnier, Attorney in Fact




                                  EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------

          1    Omitted - Inapplicable.

          2.1  Agreement and Plan of Merger between Unison  Bancorp,  Inc., BVBC
               Acquisition  I,  Inc.  and Blue  Valley  Ban  Corp.,  dated as of
               November 2, 2006*****

          2.2  Acquisition Agreement and Plan of Merger among Northland National
               Bank, Blue Valley Ban Corp. and Western  National Bank,  dated as
               of March 2, 2007 *****

          2.3  Purchase and Assumption  Agreement among Northland National Bank,
               Bank of Blue Valley and Blue Valley Ban Corp.,  dated as of March
               2, 2007*****

          3.1  Amended and Restated Articles of Incorporation of Blue Valley Ban
               Corp. *

          3.2  Bylaws, as amended, of Blue Valley Ban Corp. *

          4.1  1998 Equity Incentive Plan. *

          4.2  1994 Stock Option Plan. *

          4.3  Form of Agreement as to Expenses and Liabilities. *

          4.4  Form of Indenture  dated April 10, 2003,  between Blue Valley Ban
               Corp. and Wilmington Trust Company **

          4.5  Amended and Restated Declaration of Trust dated April 10, 2003 **

          4.6  Guarantee Agreement dated April 10, 2003 **

          4.7  Fee Agreement dated April 10, 2003 **

          4.8  Specimen of Floating Rate Junior Subordinated Debt Security **

          4.9  Form of  Indenture  dated as of July 29, 2005 between Blue Valley
               Ban Corp. and Wilmington Trust Company***

          4.10 Amended and Restated Declaration of Trust dated July 29, 2005***

          4.11 Guarantee Agreement dated July 29, 2005***

          5    Opinion of Husch  Blackwell  Sanders  LLP as to  legality  of the
               common stock being registered and sold.

          8    Omitted - Inapplicable.

          9    Omitted - Inapplicable.

          10.1 Promissory Note of Blue Valley Building dated July 15, 1994. *

          10.2 Mortgage,  Assignment of Leases and Rents and Security  Agreement
               between Blue Valley Building and Businessmen's  Assurance Company
               of America, dated July 15, 1994. *


          10.3 Assignment of Leases and Rents  between Blue Valley  Building and
               Businessmen's Assurance Company of America dated July 15, 1994. *

          10.4 Line of Credit Note with JP Morgan Chase dated June 15, 2005 ****

          10.5 Term Note with JP Morgan Chase dated June 15, 2005 ****

          10.6 Agreement and Plan of Merger between Unison  Bancorp,  Inc., BVBC
               Acquisition  I,  Inc.  and Blue  Valley  Ban  Corp.,  dated as of
               November 2, 2006 (included in Exhibit 2)*****

          10.7 Acquisition Agreement and Plan of Merger among Northland National
               Bank, Blue Valley Ban Corp. and Western  National Bank,  dated as
               of March 2, 2007 (included in Exhibit 2)*****

          10.8 Purchase and Assumption  Agreement among Northland National Bank,
               Bank of Blue Valley and Blue Valley Ban Corp.,  dated as of March
               2, 2007 (included in Exhibit 2)*****

          10.9 Waiver  Letter and Proposed Term Sheet with JP Morgan Chase dated
               October 15, 2008.

          11   Statement regarding computation of per share earnings. +

          12   Omitted - Inapplicable.

          15   BKD, LLP letter regarding unaudited interim financial information.

          16   Omitted - Inapplicable.

          21   Subsidiaries of Blue Valley Ban Corp. +

          23.1 Consent of BKD, LLP

          23.2 Consent of Husch Blackwell Sanders LLP (included in Exhibit 5).

          24.1 Power of Attorney.#

          25   Omitted - Inapplicable.

          26   Omitted - Inapplicable.

          99.1 Form of Letter of Transmittal to Stockholders.

          99.2 Form of Letter of Transmittal to Nominees.

          99.3 Form of Instructions as to use of Blue Valley Subscription Rights
               Certificates.

          99.4 Form of Notice of Guaranteed Delivery.

          99.5 Form of Beneficial Owner Election Form.

          99.6 Form of Subscription Rights Certificate.


          99.7 Form of Subscription Agent Agreement.

---------------------

*    Filed  with  the SEC on  April  11,  2000 as an  Exhibit  to Blue  Valley's
     Registration  Statement on Form S-1,  Amendment  No. 1, Fine No.  333-3428.
     Exhibit incorporated herein by reference.
**   Filed with the SEC on March 19, 2004 as an Exhibit to Blue Valley's  Annual
     Report on Form 10-K incorporated herein by reference.
***  Filed with the SEC on July 29, 2005 as an Exhibit to Blue Valley's  Current
     Report on From 8-K. Exhibit incorporated herein by reference.
**** Filed with the SEC on March 24, 2005 as an Exhibit to Blue Valley's  Annual
     Report on Form 10-K. Exhibit incorporated herein by reference.
***** Filed with the SEC on March 28, 2007 as an Exhibit to Blue Valley's Annual
     Report on Form 10-K. Exhibit incorporated herein by reference. + Filed with
     the SEC on March 27, 2008 as an Exhibit to Blue  Valley's  Annual Report on
     Form  10-K.  Exhibit  incorporated  herein by  reference.
#    Set forth on the signature page to Blue Valley's Registration  Statement on
     Form S-1 filed with the SEC on October 17, 2008.