EXHIBIT A

                      AMENDED AND RESTATED PROMISSORY NOTE


$7,450,000.00                                                December 30, 1999

The undersigned ("Borrower") promises to pay to the order of Bank of America,
N.A., successor to NationsBank, N.A., successor to Boatmen's First National Bank
of Kansas City ("Bank"), at such address as Bank shall designate from time to
time ("Bank's Address") the principal sum of Seven Million Four Hundred Fifty
Thousand Dollars ($7,450,000.00), plus interest thereon as required below.

From the effective rate hereof, interest shall accrue on the outstanding
principal balance of this Note at the Bank's Prime Rate of interest per annum,
as such Prime Rate changes from time to time, minus one per cent (1%). Bank's
Prime Rate of interest is that interest rate established by Bank from time to
time as its Prime Rate, which rate may not be the best or lowest rate charged by
Bank to its customers. Changes in such rate shall be made without notice to the
undersigned and shall be effective on the date of each such change.

After maturity, whether upon the lapse of time or by acceleration, all past due
principal, and interest to the extent permitted by law, shall bear interest
until paid at the same rate as would be applicable if it was before maturity,
plus 2.0%. All interest shall be calculated on the basis of the days actually
elapsed over a year deemed to consist of 360 days.

Notwithstanding anything to the contrary contained in this Note, the rate of
interest payable under this Note shall not exceed the maximum amount Bank
lawfully may charge. If Bank receives anything of value deemed interest under
applicable law which would exceed the maximum amount of interest permissible
under applicable law, or if application of any variable rate, used of a 360-day
year or any other circumstance, including acceleration, prepayment, or demand,
would cause the effective interest rate under this Note to exceed such maximum
rate, then the interest rate under this Note shall be deemed reduced to such
maximum rate, and the excessive interest shall, at the option of Bank, be
applied to the reduction of the outstanding principal balance under this Note or
refunded to Borrower.

The entire outstanding principal balance and all accrued interest thereon shall
be due and payable on JULY 31, 2000 ("Final Maturity").

Until Final Maturity, Borrower shall make payments as follows:

      QUARTERLY principal payments of $187,500 each, plus (at the same time)
      accrued interest, commencing on July 31, 1999 and continuing on the last
      day of each quarter-year thereafter, until July 31, 2000, on which date
      the entire unpaid principal balance and all interest accrued thereon shall
      be due and payable.

This Note is secured by that certain Security Agreement dated June 7, 1994 and
the collateral specified therein. This Note is also related tot he terms of that
certain Agreement dated

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January 2, 1997 (as such Agreement has been amended by that certain Amendment of
Loan Documents dated December 26, 1997, that certain Second Amendment of Loan
Documents dated January 31, 1999, that certain Third Amendment of Loan Documents
dated June 21, 1999 and that certain Fourth Amendment of Loan Documents of even
date herewith), with this Note being issued by Borrower in favor of Bank
pursuant to the provisions set forth in said Fourth Amendment of Loan Documents
of even date herewith between Borrower and Bank.

There may be other security and Borrower acknowledges that omitting to list it
here shall not constitute a waiver or abandonment thereof. The holder of this
Note, in addition to any other rights the holder may have, shall have the right
to offset against amounts due under this Note all deposit, funds, securities,
and other property of Borrower in the possession of the holder.

If Borrower does not pay any principal or interest when due hereunder, or if
Borrower or any other party defaults under or fails to perform or pay any
covenant or obligation in any agreement that secures this Note or has been
executed and delivered to the holder hereof in connection with the indebtedness
evidenced by this Note, the holder hereof my declare all principal and unpaid
accrued interest to be immediately due and payable. Failure to do so at any time
shall not constitute a waiver of the right of the holder hereof to do so at any
other time.

Borrower and all others who are or become parties to this Note, whether as
makers, endorsers, or guarantors, by becoming parties to this Note, waive
presentment for payment, notice of dishonor, protest, notice of protest, and all
other notices and lack of diligence in the enforcement of this Note. Every such
party be becoming a party to this Note assents to each and every extension or
postponement of the time of payment or other indulgence by the holder of this
Note, whenever made, and waives notice thereof. Every such party by becoming a
party to this Note further waives any and all defenses which such party may have
based on suretyship or impairment of collateral with respect to this Note.

If this Note is not paid strictly according to its terms, Borrower shall (to the
extent permitted by law) pay all costs of collection, including but not limited
to court costs and attorney's fees and expenses (whether or not there is
litigation), and all costs of the holder hereof incurred in connection with any
proceedings affecting this Note under the United States Bankruptcy Code and
under similar sate debtor relief laws.

Borrower agrees that it will use the proceeds of this Note for business purposes
only, and not for personal, family or household purposes.

THIS NOTE AMENDS AND REPLACES THAT CERTAIN PROMISSORY NOTE PERVIOUSLY DATED JUNE
21, 1999 FROM BORROWER TO BANK IN TH FACE PRINCIPAL AMOUNT OF $5,825,000.00.
THIS NOTE EVIDENCES OUTSTANDING BALANCES PERVIOUSLY EXISTING UNDER SUCH PRIOR
NOTE AS WELL AS ADVANCES OF LOAN PROCEEDS MADE TO BORROWER FROM AND AFTER THE
DATE HEREOF ALL AS MORE SPECIFICALLY SET FORTH IN THAT CERTAIN FOURTH AMENDMENT
OF LOAN DOCUMENTS DATED OF EVEN DATE HEREWITH.
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ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE. TO PROTECT BORROWER AND BANK FROM MISUNDERSTANDING OR
DISAPPOINTMENTS, ANY AGREEMENTS WE REACH CONCERNING SUCH MATTERS ARE CONTAINED
IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN BORROWER AND BANK, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

EFFECTIVE:  December 30, 1999.

BORROWER:

Blue Valley Ban Corp

By:  /s/ Robert D. Regnier

Name:  Robert D. Regnier

Title:  President