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                   PREFERRED SECURITIES GUARANTEE AGREEMENT


                              BLUE VALLEY BAN CORP.


                                       and


                            WILMINGTON TRUST COMPANY




                        Dated: ___________________, 2000




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<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I....................................................................1

   1.01 DEFINITIONS AND INTERPRETATIONS......................................1


ARTICLE II...................................................................5

   2.01 TRUST INDENTURE ACT; APPLICATION.....................................5

   2.02 LISTS OF HOLDERS OF SECURITIES.......................................5

   2.03 REPORTS BY THE PREFERRED GUARANTEE TRUSTEE...........................5

   2.04 PERIODIC REPORTS TO PREFERRED GUARANTEE TRUSTEE......................5

   2.05 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.....................5

   2.06 EVENTS OF DEFAULT; WAIVER............................................6

   2.07 EVENT OF DEFAULT; NOTICE.............................................6

   2.08 CONFLICTING INTERESTS................................................6


ARTICLE III..................................................................6

   3.01 POWERS AND DUTIES OF THE PREFERRED GUARANTEE TRUSTEE.................6

   3.02 CERTAIN RIGHTS OF PREFERRED GUARANTEE TRUSTEE........................8

   3.03 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF GUARANTEE...............10

   3.04 COMPENSATION AND REIMBURSEMENT......................................10


ARTICLE IV..................................................................11

   4.01 PREFERRED GUARANTEE TRUSTEE; ELIGIBILITY............................11

   4.02 APPOINTMENT, REMOVAL AND RESIGNATION OF PREFERRED
             GUARANTEE TRUSTEES.............................................11


ARTICLE V...................................................................12

   5.01 GUARANTEE...........................................................12

   5.02 WAIVER OF NOTICE AND DEMAND.........................................12

   5.03 OBLIGATIONS NOT AFFECTED............................................13

   5.04 RIGHTS OF HOLDERS...................................................13

   5.05 GUARANTEE OF PAYMENT................................................14

   5.06 SUBROGATION.........................................................14

   5.07 INDEPENDENT OBLIGATIONS.............................................14

                                       i
<PAGE>

ARTICLE VI..................................................................14

   6.01 LIMITATION OF TRANSACTIONS..........................................14

   6.02 RANKING.............................................................15


ARTICLE VII.................................................................15

   7.01 TERMINATION.........................................................15


ARTICLE VIII................................................................15

   8.01  SUCCESSORS AND ASSIGNS.............................................15

   8.02 AMENDMENTS..........................................................15

   8.03 NOTICES.............................................................15

   8.04 BENEFIT.............................................................16

   8.05 GOVERNING LAW.......................................................16







                                       ii
<PAGE>


                              CROSS REFERENCE TABLE


   Section of Trust Indenture Act
      of 1939, as Amended                 Section of Guarantee Agreement

            310(a)..............................4.01(a)
            310(b)..............................4.01(c), 2.08
            310(c)..............................Inapplicable
            311(a)..............................2.02(b)
            311(b)..............................2.02(b)
            311(c)..............................Inapplicable
            312(a)..............................2.02(a)
            312(b)..............................2.02(b)
            313.................................2.03
            314(a)..............................2.04
            314(b)..............................Inapplicable
            314(c)..............................2.05
            314(d)..............................Inapplicable
            314(e)..............................1.01, 2.05, 3.02
            314(f) .............................2.01, 3.02
            315(a)..............................3.01(d)
            315(b)..............................2.07
            315(c)..............................3.01
            315(d)..............................3.01(d)
            316(a)..............................1.01, 3.06, 5.04
            316(b)..............................5.03
            316(c)..............................8.02
            317(a)..............................Inapplicable
            317(b)..............................Inapplicable
            318(a)..............................2.01(b)
            318(b)..............................2.01
            318(c)..............................2.01(a)




                                      iii
<PAGE>



                   PREFERRED SECURITIES GUARANTEE AGREEMENT

      This GUARANTEE AGREEMENT (the "Preferred Securities Guarantee"),  dated as
of  ___________________,  2000,  is executed  and  delivered  by BLUE VALLEY BAN
CORP., a Kansas corporation (the  "Guarantor"),  and WILMINGTON TRUST COMPANY, a
Delaware banking  corporation,  as trustee (the "Preferred  Guarantee Trustee"),
for the  benefit of the Holders  (as  defined  herein)  from time to time of the
Preferred  Securities  (as defined  herein) of BVBC CAPITAL  TRUST I, a Delaware
statutory business trust ("BVBC Trust").

      WHEREAS,  pursuant to an Amended and Restated Trust  Agreement (the "Trust
Agreement")  dated as of  ______________,  2000 among the trustees of BVBC Trust
named therein,  the Guarantor,  as sponsor, and the holders from time to time of
undivided  beneficial  interests  in the  assets of BVBC  Trust,  BVBC  Trust is
issuing up to 1,437,500 preferred  securities,  having an aggregate  liquidation
amount of up to $11,500,000  designated the _____%  Cumulative  Trust  Preferred
Securities (the "Preferred Securities"); and

      WHEREAS,   as  incentive   for  the  Holders  to  purchase  the  Preferred
Securities,  the Guarantor desires  irrevocably and unconditionally to agree, to
the  extent  set forth in this  Preferred  Securities  Guarantee,  to pay to the
Holders of the Preferred  Securities the Guarantee  Payments (as defined herein)
and to make certain other payments on the terms and conditions set forth herein.

      NOW,  THEREFORE,  in  consideration  of the  purchase  by each  Holder  of
Preferred  Securities,  which purchase the Guarantor hereby agrees shall benefit
the Guarantor,  the Guarantor  executes and delivers this  Preferred  Securities
Guarantee for the benefit of the Holders.

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

      1.01  DEFINITIONS AND INTERPRETATIONS.  In this Preferred Securities
Guarantee, unless the context otherwise requires:

            (a) capitalized  terms used in this Preferred  Securities  Guarantee
      but not  defined  in the  preamble  above  have  the  respective  meanings
      assigned to them in this Section 1.01;

            (b)   a term defined anywhere in this Preferred Securities
      Guarantee has the same meaning throughout;

            (c) all references to "the Preferred Securities  Guarantee" or "this
      Preferred Securities Guarantee" are to this Preferred Securities Guarantee
      as modified, supplemented or amended from time to time;

            (d)  all  references  in  this  Preferred  Securities  Guarantee  to
      Articles  and  Sections  are to Articles  and  Sections of this  Preferred
      Securities Guarantee, unless otherwise specified;



                                       1
<PAGE>

            (e) a term defined in the Trust  Indenture  Act has the same meaning
      when used in this Preferred Securities Guarantee, unless otherwise defined
      in this  Preferred  Securities  Guarantee or unless the context  otherwise
      requires; and

            (f)   a reference to the singular includes the plural and vice
      versa.

      "Affiliate"  has the same meaning as given to that term in Rule 405 of the
Securities Act of 1933, as amended, or any successor rule thereunder.

      "Business  Day" means any day other than (a) a Saturday  or Sunday,  (b) a
day on which  banking  institutions  in the State of Kansas  are  authorized  or
required by law or executive  order to remain closed,  or (c) a day on which the
Preferred Guarantee Trustee's Corporate Trust Office is closed for business.

      "Corporate  Trust  Office"  means the  office of the  Preferred  Guarantee
Trustee at which the corporate trust business of the Preferred Guarantee Trustee
shall, at any particular time, be principally administered,  which office at the
date of  execution of this  Agreement  is located at 1100 North  Market  Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration.

      "Covered  Person"  means  any  Holder  or  beneficial  owner of  Preferred
Securities.

      "Debt" means with respect to any person,  whether  recourse is to all or a
portion of the assets of such  person and whether or not  contingent:  (a) every
obligation  of such  person for money  borrowed;  (b) every  obligation  of such
person  evidenced  by bonds,  debentures,  notes or other  similar  instruments,
including  obligations  incurred in connection with the acquisition of property,
assets or  businesses;  (c) every  reimbursement  obligation of such person with
respect to letters of credit,  bankers' acceptances or similar facilities issued
for the account of such person;  (d) every  obligation  of such person issued or
assumed as the deferred  purchase  price of property or services (but  excluding
trade accounts payable or accrued  liabilities arising in the ordinary course of
business);  (e) every  capital lease  obligation  of such person;  and (f) every
obligation of the type referred to in clauses (a) through (e) of another  person
and all dividends of another person the payment of which,  in either case,  such
person  has  guaranteed  or for which  such  person is  responsible  or  liable,
directly or indirectly, as obligor or otherwise.

      "Event of Default"  means a default by the Guarantor on any of its payment
or other obligations under this Preferred Securities Guarantee.

      "Guarantee  Payments"  means  the  following  payments  or  distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by BVBC Trust: (a) any accrued and unpaid Distributions (as defined
in the  Trust  Agreement)  that  are  required  to be  paid  on  such  Preferred
Securities to the extent BVBC Trust shall have funds available therefor, (b) the
redemption price,  including all accrued and unpaid Distributions to the date of
redemption (the "Redemption Price") to the extent BVBC Trust has funds available
therefor, with respect to any Preferred Securities called for redemption by BVBC
Trust,  and (c) upon a  voluntary  or  involuntary  dissolution,  winding-up  or
termination  of BVBC Trust (other than in connection  with the  distribution  of
Junior  Subordinated  Debentures  to  the  Holders  in  exchange  for  Preferred
Securities as provided in the Trust Agreement), the lesser of (i) the



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<PAGE>

aggregate of the liquidation amount and all accrued and unpaid  Distributions on
the Preferred  Securities to the date of payment, to the extent BVBC Trust shall
have  funds  available  therefor,  and (ii) the  amount of assets of BVBC  Trust
remaining available for distribution to Holders in liquidation of BVBC Trust (in
either case, the "Liquidation Distribution").

      "Holder" shall mean any holder,  as registered on the books and records of
BVBC Trust of any Preferred Securities;  provided, however, that, in determining
whether the holders of the  requisite  percentage of Preferred  Securities  have
given any  request,  notice,  consent or waiver  hereunder,  "Holder"  shall not
include the Guarantor or any Affiliate of the Guarantor.

      "Indemnified  Person" means the Preferred Guarantee Trustee, any Affiliate
of the Preferred  Guarantee Trustee, or any officers,  directors,  shareholders,
members, partners, employees, representatives, nominees, custodians or agents of
the Preferred Guarantee Trustee.

      "Indenture"    means   the    Subordinated    Indenture    dated   as   of
___________________,  2000,  among the Guarantor  (the  "Debenture  Issuer") and
Wilmington Trust Company,  as trustee,  and any indenture  supplemental  thereto
pursuant  to which the Junior  Subordinated  Debentures  are to be issued to the
Property Trustee (as defined in the Trust Agreement) of BVBC Trust.

      "Junior  Subordinated  Debentures" means the series of junior subordinated
deferrable  interest  debt  securities of the  Guarantor  designated  the _____%
Junior  Subordinated  Debentures  due 2030 held by the Property  Trustee of BVBC
Trust.

      "Majority in liquidation amount of the Preferred Securities" means, except
as  provided  by the  Trust  Indenture  Act,  a vote  by  Holders  of  Preferred
Securities,  voting  separately as a class,  of more than 50% of the liquidation
amount   (including  the  stated  amount  that  would  be  paid  on  redemption,
liquidation or otherwise, plus accrued and unpaid Distributions to the date upon
which the voting percentages are determined) of all Preferred Securities.

      "Officers'  Certificate"  means, with respect to any Person, a certificate
signed by two  Authorized  officers of such Person.  Any  Officers'  Certificate
delivered with respect to compliance  with a condition or covenant  provided for
in this Preferred Securities Guarantee shall include:

          (a) a statement  that each officer  signing the Officers'  Certificate
     has read the covenant or condition and the definition relating thereto;

          (b) a brief  statement of the nature and scope of the  examination  or
     investigation  undertaken  by  each  officer  in  rendering  the  Officers'
     Certificate;

          (c) a statement  that each such officer has made such  examination  or
     investigation  as, in such officer's  opinion,  is necessary to enable such
     officer to express an informed  opinion as to whether or not such  covenant
     or condition has been complied with; and

          (d) a statement  as to whether,  in the opinion of each such  officer,
     such condition or covenant has been complied with.




                                       3
<PAGE>

      "Person"  means a legal  person,  including any  individual,  corporation,
estate, partnership,  joint venture,  association,  joint stock company, limited
liability  company,  trust,  unincorporated  association,  or  government or any
agency or political subdivision thereof, or any other entity of whatever nature.

      "Preferred  Guarantee  Trustee" means  Wilmington  Trust Company,  until a
Successor  Preferred  Guarantee Trustee has been appointed and has accepted such
appointment  pursuant to the terms of this  Preferred  Securities  Guarantee and
thereafter means each such Successor Preferred Guarantee Trustee.

      "Responsible  Officer"  means,  with  respect to the  Preferred  Guarantee
Trustee,  any  officer  within  the  Corporate  Trust  Office  of the  Preferred
Guarantee  Trustee with direct  responsibility  for the  administration  of this
Preferred  Securities  Guarantee,  including any  vice-president,  any assistant
vice-president,  any assistant secretary, the treasurer, any assistant treasurer
or other  officer  of the  Corporate  Trust  Office of the  Preferred  Guarantee
Trustee  customarily  performing  functions similar to those performed by any of
the above  designated  officers  and also means,  with  respect to a  particular
corporate  trust  matter,  any other  officer  to whom such  matter is  referred
because of that  officer's  knowledge  of and  familiarity  with the  particular
subject.

      "Successor  Preferred  Guarantee  Trustee"  means  a  successor  Preferred
Guarantee Trustee  possessing the  qualifications to act as Preferred  Guarantee
Trustee under Section 4.01.

      "Senior and  Subordinated  Debt" means the principal of (and  premium,  if
any) and interest, if any (including interest accruing on or after the filing of
any  petition in  bankruptcy  or for  reorganization  relating to the  Guarantor
whether  or not  such  claim  for  post-petition  interest  is  allowed  in such
proceeding), on Debt of the Guarantor,  whether incurred on or prior to the date
of the Indenture or thereafter  incurred,  unless, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such  obligations  are not  superior  in right of payment to the  Preferred
Securities  Guarantee or to other Debt which is pari passu with, or subordinated
to, the  Preferred  Securities  Guarantee;  provided,  however,  that Senior and
Subordinated  Debt shall not be deemed to include (a) any Debt of the  Guarantor
which when incurred and without respect to any election under section 1111(b) of
the United States  Bankruptcy Code of 1978, as amended,  was without recourse to
the Guarantor, (b) any Debt of the Guarantor to any of its subsidiaries, (c) any
Debt to any  employee  of the  Guarantor,  (d) any Debt  which  by its  terms is
subordinated  to trade accounts  payable or accrued  liabilities  arising in the
ordinary  course of business to the extent that  payments made to the holders of
such Debt by the holders of the Junior  Subordinated  Debentures  as a result of
the  subordination  provisions  of the  Indenture  would be  greater  than  they
otherwise  would have been as a result of any  obligation of such holders to pay
amounts  over  to the  obligees  on  such  trade  accounts  payable  or  accrued
liabilities  arising  in the  ordinary  course  of  business  as a result of the
subordination  provisions  to  which  such  Debt  is  subject,  (e)  the  Junior
Subordinated  Debentures,  and (f) any other debt securities  issued pursuant to
the Indenture.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.



                                       4
<PAGE>

                                   ARTICLE II
                               TRUST INDENTURE ACT

      2.01  TRUST INDENTURE ACT; APPLICATION.

            (a) This Preferred Securities Guarantee is subject to the provisions
      of the Trust  Indenture Act that are required to be part of this Preferred
      Securities  Guarantee and shall, to the extent applicable,  be governed by
      such provisions; and

            (b) If and to the  extent  that  any  provision  of  this  Preferred
      Securities  Guarantee  limits,  qualifies  or  conflicts  with the  duties
      imposed by Sections 310 to 317,  inclusive,  of the Trust  Indenture  Act,
      such imposed duties shall control.

      2.02  LISTS OF HOLDERS OF SECURITIES.

            (a) The Guarantor shall provide the Preferred Guarantee Trustee with
      a list, in such form as the  Preferred  Guarantee  Trustee may  reasonably
      require,  of the names  and  addresses  of the  Holders  of the  Preferred
      Securities  ("List of Holders") (i) on or before January 15 and July 15 of
      each  year,  and (ii) at any other  time  within 30 days of receipt by the
      Guarantor of a written request for a List of Holders, as of a date no more
      than 14 days  before  such  List of  Holders  is  given  to the  Preferred
      Guarantee Trustee  provided,  that the Guarantor shall not be obligated to
      provide  such List of  Holders  at any time the List of  Holders  does not
      differ  from the  most  recent  List of  Holders  given  to the  Preferred
      Guarantee  Trustee by the Guarantor.  The Preferred  Guarantee Trustee may
      destroy  any List of  Holders  previously  given to it on receipt of a new
      List of Holders.

            (b)  The   Preferred   Guarantee   Trustee  shall  comply  with  its
      obligations under Sections 311(a),  311(b) and Section 312(b) of the Trust
      Indenture Act.

      2.03 REPORTS BY THE PREFERRED  GUARANTEE TRUSTEE.  On or before July 31 of
each year, the Preferred  Guarantee  Trustee shall provide to the Holders of the
Preferred  Securities  such  reports as are required by Section 313 of the Trust
Indenture Act, if any, in the form and in the manner  provided by Section 313 of
the Trust Indenture Act. The Preferred  Guarantee Trustee shall also comply with
the requirements of Section 313(d) of the Trust Indenture Act.

      2.04 PERIODIC REPORTS TO PREFERRED GUARANTEE TRUSTEE.  The Guarantor shall
provide  to  the  Preferred  Guarantee  Trustee  such  documents,   reports  and
information  as required by Section 314 of the Trust  Indenture Act, if any, and
the compliance certificate required by Section 314 of the Trust Indenture Act in
the form,  in the manner and at the times  required  by Section 314 of the Trust
Indenture Act.

      2.05 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. The Guarantor shall
provide to the Preferred  Guarantee Trustee such evidence of compliance with the
conditions  precedent,  if  any,  provided  for  in  this  Preferred  Securities
Guarantee  that relate to any of the matters set forth in Section  314(c) of the
Trust  Indenture  Act.  Any  certificate  or opinion  required to be given by an
officer pursuant to Section 314(c)(1) of the Trust Indenture Act may be given in
the form of an Officers' Certificate.




                                       5
<PAGE>

      2.06 EVENTS OF DEFAULT;  WAIVER.  The Holders of a Majority in liquidation
amount of Preferred  Securities may, by vote, on behalf of the Holders of all of
the Preferred Securities,  waive any past Event of Default and its consequences.
Upon such waiver,  any such Event of Default shall cease to exist, and any Event
of  Default  arising  therefrom  shall be deemed to have been  cured,  for every
purpose of this Preferred Securities Guarantee,  but no such waiver shall extend
to any  subsequent  or other  default  or Event of  Default  or impair any right
consequent thereon.

      2.07  EVENT OF DEFAULT; NOTICE.

            (a) The Preferred  Guarantee Trustee shall, within 90 days after the
      occurrence of an Event of Default actually known to a Responsible  Officer
      of the Preferred Guarantee Trustee,  transmit by mail, first class postage
      prepaid, to the Holders of the Preferred Securities, notices of all Events
      of  Default  actually  known to a  Responsible  Officer  of the  Preferred
      Guarantee Trustee,  unless such defaults have been cured before the giving
      of such notice,  provided,  that, the Preferred Guarantee Trustee shall be
      protected  in  withholding  such  notice  if and so long as a  Responsible
      Officer of the Preferred  Guarantee  Trustee in good faith determines that
      the  withholding  of such notice is in the interests of the Holders of the
      Preferred Securities.

            (b) The  Preferred  Guarantee  Trustee  shall  not be deemed to have
      knowledge of any Event of Default unless the Preferred  Guarantee  Trustee
      shall have received a properly  addressed  written  notice,  or of which a
      Responsible  Officer of the Preferred  Guarantee  Trustee charged with the
      administration   of  the  Trust   Agreement  shall  have  obtained  actual
      knowledge.

      2.08  CONFLICTING  INTERESTS.  The Trust  Agreement  shall be deemed to be
specifically  described in this Preferred  Securities Guarantee for the purposes
of clause (i) of the first  proviso  contained  in  Section  310(b) of the Trust
Indenture Act.

                                   ARTICLE III
                          POWERS, DUTIES AND RIGHTS OF
                           PREFERRED GUARANTEE TRUSTEE

      3.01  POWERS AND DUTIES OF THE PREFERRED GUARANTEE TRUSTEE.

            (a)  This  Preferred  Securities  Guarantee  shall  be  held  by the
      Preferred  Guarantee  Trustee  for  the  benefit  of  the  Holders  of the
      Preferred  Securities,  and the  Preferred  Guarantee  Trustee  shall  not
      transfer this Preferred Securities Guarantee to any Person except a Holder
      of  Preferred  Securities  exercising  such  Holder's  rights  pursuant to
      Section  5.04(b)  or  to  a  Successor   Preferred  Guarantee  Trustee  on
      acceptance  by  such  Successor   Preferred   Guarantee   Trustee  of  its
      appointment to act as Successor  Preferred  Guarantee Trustee.  The right,
      title and interest of the Preferred  Guarantee Trustee shall automatically
      vest in any Successor  Preferred  Guarantee Trustee,  and such vesting and
      cessation  of  title  shall  be  effective  whether  or  not  conveyancing
      documents have been executed and delivered  pursuant to the appointment of
      such Successor Preferred Guarantee Trustee.




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<PAGE>

            (b) If an Event of Default  actually known to a Responsible  Officer
      of the Preferred  Guarantee  Trustee has occurred and is  continuing,  the
      Preferred  Guarantee  Trustee  shall  enforce  this  Preferred  Securities
      Guarantee for the benefit of the Holders of the Preferred Securities.

            (c) The Preferred  Guarantee  Trustee,  before the occurrence of any
      Event of Default  and after the  curing of all Events of Default  that may
      have  occurred,  shall  undertake  to  perform  only  such  duties  as are
      specifically  set forth in this  Preferred  Securities  Guarantee,  and no
      implied covenants shall be read into this Preferred  Securities  Guarantee
      against the Preferred  Guarantee Trustee.  In case an Event of Default has
      occurred (that has not been cured or waived  pursuant to Section 2.06) and
      is actually  known to a  Responsible  Officer of the  Preferred  Guarantee
      Trustee, the Preferred Guarantee Trustee shall exercise such of the rights
      and powers vested in it by this Preferred  Securities  Guarantee,  and use
      the same degree of care and skill in its  exercise  thereof,  as a prudent
      person  would  exercise or use under the  circumstances  in the conduct of
      such person's own affairs.

            (d) No provision of this  Preferred  Securities  Guarantee  shall be
      construed to relieve the Preferred  Guarantee  Trustee from  liability for
      its own negligent  action,  its own  negligent  failure to act, or its own
      willful misconduct, except that:

               (i) prior to the occurrence of any Event of Default and after the
          curing  or  waiving  of all  such  Events  of  Default  that  may have
          occurred:

                    (A) the duties and  obligations  of the Preferred  Guarantee
               Trustee shall be determined  solely by the express  provisions of
               this Preferred Securities Guarantee,  and the Preferred Guarantee
               Trustee  shall not be liable except for the  performance  of such
               duties  and  obligations  as are  specifically  set forth in this
               Preferred  Securities  Guarantee,  and no  implied  covenants  or
               obligations   shall  be  read  into  this  Preferred   Securities
               Guarantee against the Preferred Guarantee Trustee; and

                    (B) in the absence of bad faith on the part of the Preferred
               Guarantee   Trustee,   the   Preferred   Guarantee   Trustee  may
               conclusively  rely,  as to the  truth of the  statements  and the
               correctness  of  the  opinions   expressed   therein,   upon  any
               certificates  or opinions  furnished to the  Preferred  Guarantee
               Trustee and  conforming  to the  requirements  of this  Preferred
               Securities Guarantee; but in the case of any such certificates or
               opinions that by any provision hereof are  specifically  required
               to be furnished to the Preferred Guarantee Trustee, the Preferred
               Guarantee  Trustee  shall be under a duty to examine  the same to
               determine whether or not they conform to the requirements of this
               Preferred Securities Guarantee;

               (ii) the Preferred  Guarantee Trustee shall not be liable for any
          error of judgment made in good faith by a  Responsible  Officer of the
          Preferred Guarantee



                                       7
<PAGE>

          Trustee,  unless  it shall be  proved  that  the  Preferred  Guarantee
          Trustee was negligent in  ascertaining  the pertinent facts upon which
          such judgment was made;

               (iii) the  Preferred  Guarantee  Trustee shall not be liable with
          respect to any action taken or omitted to be taken by it in good faith
          in  accordance  with the  direction  of the Holders of not less than a
          Majority in liquidation amount of the Preferred Securities relating to
          the time, method and place of conducting any proceeding for any remedy
          available to the Preferred  Guarantee Trustee, or exercising any trust
          or power  conferred  upon the Preferred  Guarantee  Trustee under this
          Preferred Securities Guarantee; and

               (iv) no provision of this Preferred  Securities  Guarantee  shall
          require  the  Preferred  Guarantee  Trustee  to expend or risk its own
          funds  or  otherwise  incur  personal   financial   liability  in  the
          performance  of any of its  duties  or in the  exercise  of any of its
          rights  or  powers  if the  Preferred  Guarantee  Trustee  shall  have
          reasonable  grounds for believing  that the repayment of such funds or
          liability  is not  reasonably  assured  to it under  the terms of this
          Preferred Securities Guarantee or indemnity,  reasonably  satisfactory
          to the Preferred Guarantee Trustee,  against such risk or liability is
          not reasonably assured to it.

     3.02 CERTAIN RIGHTS OF PREFERRED GUARANTEE TRUSTEE.

          (a) Subject to the provisions of Section 3.01:

               (i) The Preferred  Guarantee  Trustee may conclusively rely upon,
          and shall be fully protected in acting or refraining from acting upon,
          any resolution,  certificate,  statement, instrument, opinion, report,
          notice, request,  direction,  consent,  order, bond, debenture,  note,
          other evidence of indebtedness or other paper or document  believed by
          it to be genuine and to have been  signed,  sent or  presented  by the
          proper party or parties.

               (ii) Any direction or act of the Guarantor  contemplated  by this
          Preferred Securities  Guarantee shall be sufficiently  evidenced by an
          Officers' Certificate.

               (iii)  Whenever,   in  the   administration   of  this  Preferred
          Securities  Guarantee,  the Preferred  Guarantee Trustee shall deem it
          desirable  that a matter  be  proved  or  established  before  taking,
          suffering or omitting any action  hereunder,  the Preferred  Guarantee
          Trustee (unless other evidence is herein specifically prescribed) may,
          in the absence of bad faith on its part, request and conclusively rely
          upon an Officers'  Certificate  which,  upon receipt of such  request,
          shall be promptly delivered by the Guarantor.

               (iv) The Preferred Guarantee Trustee shall have no duty to see to
          any  recording,  filing  or  registration  of any  instrument  (or any
          re-recording, re-filing or registration thereof).




                                       8
<PAGE>

               (v) The Preferred Guarantee Trustee may consult with counsel, and
          the written  advice or opinion of such  counsel  with respect to legal
          matters  shall be full and complete  authorization  and  protection in
          respect of any action  taken,  suffered or omitted by it  hereunder in
          good faith and in accordance with such advice or opinion. Such counsel
          may be  counsel  to the  Guarantor  or any of its  Affiliates  and may
          include any of its employees.  The Preferred  Guarantee  Trustee shall
          have  the  right  at any  time to  seek  instructions  concerning  the
          administration of this Preferred  Securities  Guarantee from any court
          of competent jurisdiction.

               (vi) The Preferred Guarantee Trustee shall be under no obligation
          to exercise any of the rights or powers vested in it by this Preferred
          Securities Guarantee at the request or direction of any Holder, unless
          such Holder shall have  provided to the  Preferred  Guarantee  Trustee
          such security and indemnity,  reasonably satisfactory to the Preferred
          Guarantee Trustee,  against the costs,  expenses (including attorneys'
          fees  and  expenses  and  the  expenses  of  the  Preferred  Guarantee
          Trustee's  agents,  nominees or custodians) and liabilities that might
          be  incurred  by it in  complying  with  such  request  or  direction,
          including  such  reasonable  advances  as  may  be  requested  by  the
          Preferred Guarantee Trustee;  provided that, nothing contained in this
          Section  3.02(a)(vi) shall be taken to relieve the Preferred Guarantee
          Trustee,  upon the occurrence of an Event of Default actually known to
          a  Responsible  Officer of the  Preferred  Guarantee  Trustee,  of its
          obligation  to  exercise  the rights  and powers  vested in it by this
          Preferred Securities Guarantee.

               (vii) The Preferred  Guarantee Trustee shall not be bound to make
          any investigation  into the facts or matters stated in any resolution,
          certificate,  statement, instrument, opinion, report, notice, request,
          direction,  consent,  order, bond, debenture,  note, other evidence of
          indebtedness or other paper or document,  but the Preferred  Guarantee
          Trustee,  in  its  discretion,   may  make  such  further  inquiry  or
          investigation  into  such  facts or  matters  as it may see  fit.  The
          reasonable  expense of every such  investigation  shall be paid by the
          Guarantor or, if paid by the  Preferred  Guarantee  Trustee,  shall be
          repaid by the Guarantor upon demand.

               (viii) The  Preferred  Guarantee  Trustee  may execute any of the
          trusts or powers  hereunder  or perform  any duties  hereunder  either
          directly or by or through agents,  nominees,  custodians or attorneys,
          and the Preferred  Guarantee  Trustee shall not be responsible for any
          misconduct  or  negligence  on the  part  of  any  agent  or  attorney
          appointed with due care by it hereunder.

               (ix) Any action taken by the Preferred  Guarantee  Trustee or its
          agents  hereunder shall bind the Holders of the Preferred  Securities,
          and the  signature of the  Preferred  Guarantee  Trustee or its agents
          alone shall be sufficient and effective to perform any such action. No
          third party shall be  required to inquire as to the  authority  of the
          Preferred Guarantee Trustee to so act or as to its compliance with any
          of the terms and provisions of this Preferred Securities



                                       9
<PAGE>

          Guarantee,  both of  which  shall  be  conclusively  evidenced  by the
          Preferred Guarantee Trustee's or its agent's taking such action.

               (x) Whenever in the  administration of this Preferred  Securities
          Guarantee the Preferred  Guarantee  Trustee shall deem it desirable to
          receive  instructions with respect to enforcing any remedy or right or
          taking any other action hereunder, the Preferred Guarantee Trustee (A)
          may request instructions from the Holders of a Majority in liquidation
          amount of the  Preferred  Securities,  (B) may refrain from  enforcing
          such  remedy  or  right  or  taking  such  other   action  until  such
          instructions are received,  and (C) shall be protected in conclusively
          relying on or acting in accordance with such instructions.

               (xi) The  Preferred  Guarantee  Trustee shall not be charged with
          knowledge  of any  default  or Event  of  Default  hereunder  unless a
          Responsible  Officer of the Guarantee  Trustee shall have knowledge of
          the default or Event of Default.

          (b) No  provision  of this  Preferred  Securities  Guarantee  shall be
     deemed to impose any duty or obligation on the Preferred  Guarantee Trustee
     to perform any act or acts or exercise any right, power, duty or obligation
     conferred  or  imposed  on it in any  jurisdiction  in  which  it  shall be
     illegal,  or in which the Preferred  Guarantee Trustee shall be unqualified
     or incompetent in accordance  with  applicable law, to perform any such act
     or acts or to  exercise  any such  right,  power,  duty or  obligation.  No
     permissive power or authority  available to the Preferred Guarantee Trustee
     shall be construed to be a duty.

      3.03 NOT RESPONSIBLE  FOR RECITALS OR ISSUANCE OF GUARANTEE.  The recitals
contained  in  this  Preferred  Securities  Guarantee  shall  be  taken  as  the
statements of the Guarantor, and the Preferred Guarantee Trustee does not assume
any responsibility for their correctness.  The Preferred Guarantee Trustee makes
no representation as to the validity or sufficiency of this Preferred Securities
Guarantee.

      3.04  COMPENSATION AND REIMBURSEMENT.

            (a) The  Guarantor  covenants  and  agrees  to pay to the  Preferred
      Guarantor Trustee,  and the Preferred  Guarantor Trustee shall be entitled
      to,  such  reasonable  compensation  (which  shall not be  limited  by any
      provision of law in regard to the  compensation of a trustee of an express
      trust), as the Guarantor and the Preferred Guarantor Trustee may from time
      to time agree in writing, for all services rendered by it in the execution
      of the trusts hereby created and in the exercise and performance of any of
      the powers and duties hereunder of the Preferred  Guarantee Trustee,  and,
      except as otherwise  expressly  provided herein, the Guarantor will pay or
      reimburse  the  Preferred  Guarantor  Trustee  upon  its  request  for all
      reasonable  expenses,  disbursements  and advances incurred or made by the
      Preferred  Guarantor  Trustee in accordance  with any of the provisions of
      this Preferred Securities Guarantee (including the reasonable compensation
      and the expenses and  disbursements  of its counsel and of all Persons not
      regularly in its employ) except any such expense,  disbursement or advance
      as may  arise  from  its  negligence  or bad  faith.  The  Guarantor  also
      covenants to indemnify the



                                       10
<PAGE>

     Preferred  Guarantor  Trustee  (and its  officers,  agents,  directors  and
     employees)  for, and to hold it harmless  against,  any loss,  liability or
     expense  incurred  without  negligence  or bad  faith  on the  part  of the
     Preferred  Guarantor  Trustee and arising out of or in connection  with the
     acceptance  or  administration  of this  trust,  including  the  costs  and
     expenses  of  defending  itself  against  any  claims of  liability  in the
     premises.

          (b) When the Preferred  Guarantor  Trustee incurs  expenses or renders
     services after an Event of Default  specified in Section  7.01(iv),  (v) or
     (vi) of the Indenture  occurs,  the expenses and the  compensation  for the
     services are intended to constitute  expenses of  administration  under the
     Bankruptcy Reform Act of 1978 or any successor  statute.  The provisions of
     this Section 3.04 shall survive  termination  of the  Preferred  Securities
     Guarantee.

                                   ARTICLE IV
                           PREFERRED GUARANTEE TRUSTEE

      4.01  PREFERRED GUARANTEE TRUSTEE; ELIGIBILITY.

            (a)   There shall at all times be a Preferred Guarantee Trustee
      which shall:

                  (i)   not be an Affiliate of the Guarantor; and

                  (ii) be a corporation  organized and doing  business under the
            laws of the  United  States of  America  or any  state or  territory
            thereof or of the District of Columbia,  or a corporation  or Person
            permitted by the  Securities  and Exchange  Commission  to act as an
            institutional  trustee  under the Trust  Indenture  Act,  authorized
            under  such  laws to  exercise  corporate  trust  powers,  having  a
            combined capital and surplus of at least $50,000,000, and subject to
            supervision  or  examination  by  federal,  state,   territorial  or
            District  of  Columbia  authority.  If  such  corporation  publishes
            reports of  condition at least  annually,  pursuant to law or to the
            requirements of the supervising or examining  authority  referred to
            above,  then,  for the  purposes of this  Section  4.01(a)(ii),  the
            combined capital and surplus of such corporation  shall be deemed to
            be its combined  capital and surplus as set forth in its most recent
            report of condition so published.

            (b) If at any time the Preferred Guarantee Trustee shall cease to be
      eligible to so act under Section 4.01(a),  the Preferred Guarantee Trustee
      shall  immediately  resign in the  manner  and with the  effect set out in
      Section 4.02(c).

            (c) If the  Preferred  Guarantee  Trustee  has or shall  acquire any
      "conflicting  interest"  within the meaning of Section 310(b) of the Trust
      Indenture Act, the Preferred  Guarantee Trustee and Guarantor shall in all
      respects  comply  with the  provisions  of  Section  310(b)  of the  Trust
      Indenture Act.

      4.02  APPOINTMENT, REMOVAL AND RESIGNATION OF PREFERRED GUARANTEE
TRUSTEES.




                                       11
<PAGE>

            (a) Subject to Section 4.02(b),  the Preferred Guarantee Trustee may
      be appointed or removed without cause at any time by the Guarantor.

            (b)  The  Preferred  Guarantee  Trustee  shall  not  be  removed  in
      accordance  with Section  4.02(a)  until a Successor  Preferred  Guarantee
      Trustee has been  appointed and has accepted such  appointment  by written
      instrument  executed by such  Successor  Preferred  Guarantee  Trustee and
      delivered to the Guarantor.

            (c) The Preferred  Guarantee  Trustee appointed to office shall hold
      office  until a  Successor  Preferred  Guarantee  Trustee  shall have been
      appointed or until its removal or  resignation.  The  Preferred  Guarantee
      Trustee  may resign  from  office  (without  need for prior or  subsequent
      accounting)  by  an  instrument  in  writing  executed  by  the  Preferred
      Guarantee Trustee and delivered to the Guarantor,  which resignation shall
      not take effect  until a Successor  Preferred  Guarantee  Trustee has been
      appointed  and has accepted  such  appointment  by  instrument  in writing
      executed by such Successor  Preferred  Guarantee  Trustee and delivered to
      the Guarantor and the resigning Preferred Guarantee Trustee.

            (d) If no  Successor  Preferred  Guarantee  Trustee  shall have been
      appointed and accepted appointment as provided in this Section 4.02 within
      60 days after  delivery to the Guarantor of an instrument of  resignation,
      the  resigning  Preferred  Guarantee  Trustee  may  petition  any court of
      competent  jurisdiction for appointment of a Successor Preferred Guarantee
      Trustee. Such court may thereupon,  after prescribing such notice, if any,
      as it may deem proper, appoint a Successor Preferred Guarantee Trustee.

            (e) No Preferred  Guarantee  Trustee shall be liable for the acts or
      omissions to act of any Successor Preferred Guarantee Trustee.

            (f) Upon  termination  of this  Preferred  Securities  Guarantee  or
      removal or resignation of the Preferred Guarantee Trustee pursuant to this
      Section 4.02, the Guarantor shall pay to the Preferred  Guarantee  Trustee
      all  amounts  accrued  to  the  date  of  such  termination,   removal  or
      resignation.

                                    ARTICLE V
                                    GUARANTEE

      5.01 GUARANTEE.  The Guarantor  irrevocably and unconditionally  agrees to
pay in full to the  Holders  the  Guarantee  Payments  (without  duplication  of
amounts  theretofore  paid by BVBC Trust),  as and when due,  regardless  of any
defense,  right of set-off or  counterclaim  that BVBC Trust may have or assert.
The  Guarantor's  obligation  to make a Guarantee  Payment may be  satisfied  by
direct  payment of the  required  amounts by the  Guarantor to the Holders or by
causing BVBC Trust to pay such amounts to the Holders.

      5.02 WAIVER OF NOTICE AND DEMAND.  The  Guarantor  hereby waives notice of
acceptance of this Preferred  Securities Guarantee and of any liability to which
it applies or may apply, presentment, demand for payment, any right to require a
proceeding  first  against  BVBC  Trust or any other  Person  before  proceeding
against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice
of redemption and all other notices and demands.




                                       12
<PAGE>

      5.03 OBLIGATIONS NOT AFFECTED. The obligations,  covenants, agreements and
duties of the Guarantor  under this Preferred  Securities  Guarantee shall in no
way be affected or impaired by reason of the happening  from time to time of any
of the following:

            (a) the release or waiver, by operation of law or otherwise,  of the
      Performance  or  observance  by  BVBC  Trust  of any  express  or  implied
      agreement,   covenant,   term  or  condition  relating  to  the  Preferred
      Securities to be performed or observed by BVBC Trust;

            (b) the  extension  of time for the  payment by BVBC Trust of all or
      any  portion  of  the   Distributions,   Redemption   Price,   Liquidation
      Distribution  or any other sums payable  under the terms of the  Preferred
      Securities  or the  extension  of time for the  performance  of any  other
      obligation  under,  arising out of, or in connection  with,  the Preferred
      Securities  (other than an extension of time for payment of Distributions,
      Redemption  Price,  Liquidation  Distribution  or other sum  payable  that
      results from the  extension of any interest  payment  period on the Junior
      Subordinated  Debentures  or any  extension  of the  maturity  date of the
      Junior Subordinated Debentures permitted by the Indenture);

            (c) any failure, omission, delay or lack of diligence on the part of
      the Holders to enforce, assert or exercise any right, privilege,  power or
      remedy  conferred  on the Holders  pursuant to the terms of the  Preferred
      Securities, or any action on the part of BVBC Trust granting indulgence or
      extension of any kind;

            (d) the voluntary or involuntary liquidation,  dissolution,  sale of
      any collateral,  receivership,  insolvency, bankruptcy, assignment for the
      benefit  of  creditors,   reorganization,   arrangement,   composition  or
      readjustment  of debt of, or other  similar  proceedings  affecting,  BVBC
      Trust or any of the assets of BVBC Trust;

            (e)   any invalidity of, or defect or deficiency in, the
      Preferred Securities;

            (f)   the settlement or compromise of any obligation guaranteed
      hereby or hereby incurred; or

            (g)  any  other   circumstance   whatsoever   that  might  otherwise
      constitute  a legal or equitable  discharge or defense of a guarantor,  it
      being  the  intent  of this  Section  5.03  that  the  obligations  of the
      Guarantor  hereunder shall be absolute and unconditional under any and all
      circumstances.

      There shall be no  obligation  of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.

      5.04  RIGHTS OF HOLDERS.

            (a) The Holders of a Majority in liquidation amount of the Preferred
      Securities  have  the  right to  direct  the  time,  method  and  place of
      conducting  of any  proceeding  for any remedy  available to the Preferred
      Guarantee Trustee in respect of this



                                       13
<PAGE>

     Preferred  Securities  Guarantee or exercising any trust or power conferred
     upon the  Preferred  Guarantee  Trustee  under  this  Preferred  Securities
     Guarantee.

            (b)  Any  Holder  of  Preferred  Securities  may  institute  a legal
      proceeding directly against the Guarantor to enforce its rights under this
      Preferred  Securities   Guarantee,   without  first  instituting  a  legal
      proceeding  against BVBC Trust,  the  Preferred  Guarantee  Trustee or any
      other Person.

      5.05  GUARANTEE OF PAYMENT.  This Preferred Securities Guarantee
creates a Guarantee of payment and not of collection.

      5.06 SUBROGATION. The Guarantor shall be subrogated to all (if any) rights
of the  Holders of  Preferred  Securities  against  BVBC Trust in respect of any
amounts paid to such Holders by the Guarantor  under this  Preferred  Securities
Guarantee; provided, however, that the Guarantor shall not (except to the extent
required by mandatory  provisions of law) be entitled to enforce or exercise any
right that it may acquire by way of subrogation or any indemnity,  reimbursement
or other  agreement,  in all cases as a result of payment  under this  Preferred
Securities  Guarantee,  if, at the time of any such payment, any amounts are due
and unpaid under this  Preferred  Securities  Guarantee.  If any amount shall be
paid to the  Guarantor in violation of the  preceding  sentence,  the  Guarantor
agrees to hold such  amount in trust for the Holders and to pay over such amount
to the Holders.

      5.07  INDEPENDENT   OBLIGATIONS.   The  Guarantor  acknowledges  that  its
obligations  hereunder are  independent  of the  obligations  of BVBC Trust with
respect to the Preferred  Securities,  and that the Guarantor shall be liable as
principal and as debtor  hereunder to make  Guarantee  Payments  pursuant to the
terms of this Preferred Securities  Guarantee  notwithstanding the occurrence of
any event  referred to in  subsections  (a) through (g),  inclusive,  of Section
5.03.

                                   ARTICLE VI
                  LIMITATION OF TRANSACTIONS; SUBORDINATION

      6.01  LIMITATION  OF  TRANSACTIONS.  So long as any  Preferred  Securities
remain  outstanding,  if there shall have occurred and be continuing an Event of
Default or an event of default under the Trust Agreement, then (a) the Guarantor
shall not declare or pay any dividend or distributions on, or redeem,  purchase,
acquire,  or make a  liquidation  payment  with  respect  to, any of its capital
stock,  (b) the Guarantor  shall not make any payment of interest,  principal or
premium, if any, on or repay, repurchase or redeem any debt securities issued by
the Guarantor  (including other Junior Subordinated  Debentures) which rank pari
passu with or junior in interest to the Junior  Subordinated  Debentures  or (c)
the  Guarantor  shall  not make  any  guarantee  payments  with  respect  to any
guarantee  by the  guarantor of the debt  securities  of any  subsidiary  of the
Guarantor if such guarantee ranks pari passu or junior in interest to the Junior
Subordinated  Debentures  (other than (i) dividends or  distributions  in common
stock, (ii) any declaration of a dividend in connection with the  implementation
of a shareholders'  rights plan, or the issuance of stock under any such plan in
the future or the redemption or repurchase of any such rights pursuant  thereto,
(iii) payments under this Preferred Securities Guarantee and (iv)



                                       14
<PAGE>

purchases  of common  stock  related to the  issuances of common stock or rights
under any of the  Guarantor's  benefit  plans  for its  directors,  officers  or
employees).

      6.02 RANKING.  This  Preferred  Securities  Guarantee  will  constitute an
unsecured  obligation of the Guarantor and will rank  subordinate  and junior in
right of payment to all Senior and Subordinated Debt of the Guarantor.

                                   ARTICLE VII
                                   TERMINATION

      7.01 TERMINATION. This Preferred Securities Guarantee shall terminate upon
(a) full payment of the Redemption Price of all Preferred  Securities,  (b) upon
full payment of the amounts  payable in accordance with the Trust Agreement upon
liquidation of BVBC Trust or (c) upon  distribution  of the Junior  Subordinated
Debentures  to the  Holders of the  Preferred  Securities.  Notwithstanding  the
foregoing,  this Preferred Securities Guarantee will continue to be effective or
will be  reinstated,  as the case may be, if at any time any Holder of Preferred
Securities must restore payment of any sums paid under the Preferred  Securities
or under this Preferred Securities Guarantee.

                                  ARTICLE VIII
                                  MISCELLANEOUS

      8.01  SUCCESSORS AND ASSIGNS.  All guaranties and agreements  contained in
this  Preferred  Securities  Guarantee  shall  bind  the  successors,   assigns,
receivers,  trustees and representatives of the Guarantor and shall inure to the
benefit of the Holders of the Preferred Securities then outstanding.

      8.02 AMENDMENTS. Except with respect to any changes that do not materially
adversely affect the rights of Holders (in which case no consent of Holders will
be required),  this Preferred  Securities Guarantee may only be amended with the
prior  approval of the Holders of at least a Majority in  liquidation  amount of
the Preferred Securities;  provided, however, that no amendment that affects the
rights,  powers,  duties,  obligations or immunities of the Preferred  Guarantee
Trustee shall be effective unless approved in writing by the Preferred Guarantee
Trustee.  The  provisions of Article VI of the Trust  Agreement  with respect to
meetings of Holders of the Securities apply to the giving of such approval.

      8.03  NOTICES.  All  notices  provided  for in this  Preferred  Securities
Guarantee shall be in writing,  duly signed by the party giving such notice, and
shall be delivered,  telecopied  or mailed by  registered or certified  mail, as
follows:

          (a) If given to the  Preferred  Guarantee  Trustee,  at the  Preferred
     Guarantee  Trustee's mailing address set forth below (or such other address
     as the Preferred Guarantee Trustee may give notice of to the Holders of the
     Preferred Securities):




                                       15
<PAGE>

                            WILMINGTON TRUST COMPANY
                            1100 North Market Street
                           Wilmington, Delaware 19890
                        Attention: Corporate Trust Administration

          (b) If given to the Guarantor,  at the Guarantor's mailing address set
     forth below (or such other  address as the  Guarantor may give notice of to
     the Holders of the Preferred Securities):

                        BLUE VALLEY BAN CORP.
                        11935 Riley
                        Overland Park, Kansas 66225-6128
                       Attention: Chief Executive Officer

          (c) If given to any Holder of Preferred Securities, at the address set
     forth on the books and records of BVBC Trust.

      All such  notices  shall be deemed to have been  given  when  received  in
person,  telecopied  with  receipt  confirmed,  or mailed by first  class  mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered  because of a changed  address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

      8.04  BENEFIT.  This  Preferred  Securities  Guarantee  is solely  for the
benefit  of the  Holders of the  Preferred  Securities  and,  subject to Section
3.01(a), is not separately transferable from the Preferred Securities.

      8.05  GOVERNING LAW. THIS PREFERRED  SECURITIES  GUARANTEE,  INCLUDING THE
IMMUNITIES  AND THE STANDARD OF CARE OF THE  TRUSTEE,  SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF KANSAS.

THIS  PREFERRED  SECURITIES  GUARANTEE  is executed as of the day and year first
above written.

                                         BLUE VALLEY BAN CORP.,
                                         as Guarantor



                                         By:___________________________________
                                            Robert Regnier
                                            Chief Executive Officer






                                       16
<PAGE>


                                         WILMINGTON TRUST COMPANY,
                                         as Preferred Guarantee Trustee



                                         By:___________________________________
                                         Name:_________________________________
                                         Title:________________________________












                                       17