Second Amendment to Loan Documents

     This  Amendment  is  effective  as of the 31st day of January,  1999 and is
entered into by and among Blue Valley Ban Corp ("Borrower"), Bank of Blue Valley
(the "Subsidiary  Bank"),  and NationsBank,  N.A.,  successor to Boatmen's First
National Bank of Kansas City ("Bank").

     Whereas,  Borrower is indebted to Bank as evidenced  by a  Promissory  Note
dated  December  31,  1996  in the  face  principal  amount  of  $2,887,500  and
Promissory  Note being amended by an Amendment of Loan Documents  dated December
26, 1997 which  Amendment,  among other  matters,  increased the face  principal
amount of said Promissory Note to $4,387,500 (as amended,  the "Note"), the Note
having an anticipated  outstanding  principal  balance of $3,450,000 if and when
Borrower shall pay a scheduled principal payment due on January 31, 1999;

     Whereas,  the loan  evidenced  by the Note is  governed  by the terms of an
Agreement dated January 2, 1997 by and among Borrower,  the Subsidiary Bank, and
Bank said Loan Agreement being amended by the above described  Amendment of Loan
Documents dated December 26, 1997 (as amended,  the "Loan  Agreement"),  and the
loan is secured  by a Security  Agreement  dated  June 7, 1994 and  executed  by
Borrower in favor of Bank (the "Security  Agreement") whereby Borrower pledged a
security  interest  in,  among  other  items of  collateral,  258,000  shares of
Borrower's stock in Subsidiary Bank; and

     Whereas,  Borrower has requested that the Final Maturity (as defined in the
Note) date of the Note be extended to January 31,  2000,  and Bank has agreed to
do so upon the terms and conditions hereinafter set forth.

     Now,  therefore,  in consideration of the foregoing  premises and for other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged  by the parties  hereto,  Borrower,  the Subsidiary  Bank, and Bank
agree as follows:

     1.  Replacement  of Note.  The Note shall be amended and  replaced by a new
note to be dated as of the effective date hereof (the "New Note") which shall be
in the form of Exhibit A attached hereto,  which New Note shall extend the Final
Maturity  as  described  above and  provide  for such  other  changes  as may be
provided  for  therein.  All sums  outstanding  under  the Note  shall  from the
effective date of this Amendment be evidenced by the New Note referenced herein,
and all terms in the Loan Agreement and the Security  Agreement  referencing the
Note or the Promissory Note shall mean the Note as replaced by the New Note.

     2.  Amendment of Loan  Agreement.  The Loan  Agreement  shall be amended as
follows:

          a.   Notwithstanding  anything to the contrary in the Loan  Agreement,
               the terms  thereof  shall be changed  and  hereby are  changed to
               reflect  the amended  Maturity  Date or Final  Maturity,  as more
               specifically set forth in the New Note.

          b.   Section 1.3 of the Loan Agreement shall be supplemented by adding
               the following paragraph thereto:
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                    "It is the Bank's  expectation that, if the Borrower reduces
                    the outstanding principal amount of the Note, as amended, to
                    not more than  $2,950,000 on or before January 31, 2000, the
                    Bank will  consider  the renewal and  extension of the Final
                    Maturity  date as set forth in the Note,  as amended,  along
                    principally the same terms and  conditions.  Notwithstanding
                    the foregoing,  the Borrower understands and agrees with the
                    Bank that should the Bank determine, in its sole discretion,
                    that the Borrower's  credit standing is no longer acceptable
                    to the Bank,  the Note, as amended,  will not be renewed and
                    extended by the Bank."

     3.  Security  Agreement.  The  collateral  provided  for  in  the  Security
Agreement shall continue to secure the  "Obligations" as defined therein,  which
shall include indebtedness evidenced by the Note, as replaced by the New Note.

     4. Except as amended  hereby,  all other terms and  conditions in the Note,
the Loan Agreement and the Security Agreement shall remain unchanged and in full
force and effect.

     5.  Borrower  represents  and  warrants  to Bank that it is not,  as of the
effective  date hereof,  in default under the Note, the Loan  Agreement,  or the
Security Agreement.  Borrower further warrants and represents to Bank that as of
the  effective  date  hereof  Borrower  has no claim,  counterclaim,  defense or
set-off with respect to the amounts due to Bank under the Note as amended.

This Second  Amendment of Loan Documents  shall become  effective as of the date
set forth above upon Borrower's delivery to Bank of the original executed copies
of this Second Amendment and the New Note.

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  YOU  (BORROWER)  AND  US  (CREDITOR)  FROM
MISUNDERSTANDING  OR  DISAPPOINTMENT,  ANY  AGREEMENTS  WE REACH  COVERING  SUCH
MATTERS  ARE  CONTAINED  IN THIS  WRITING,  WHICH WITH THE OTHER LOAN  DOCUMENTS
REFERRED TO IN THIS SECOND  AMENDMENT  OF LOAN  DOCUMENTS  IS THE  COMPLETE  AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN
WRITING TO MODIFY IT.
<PAGE>

                                             Blue Valley Ban Corp

                                             By:  /s/ Robert D. Regnier
                                             Title:  President


                                             Bank of Blue Valley

                                             By:  /s/ Robert D. Regnier
                                             Title:  President


                                             NationsBank, N.A., successor to
                                             Boatmen's First National Bank of
                                             Kansas City

                                             By:  /s/
                                             Title:  Sr. V. P.