AGREEMENT AS TO EXPENSES AND LIABILITIES


      AGREEMENT AS TO EXPENSES AND LIABILITIES  (this  "Agreement")  dated as of
________________, 2000, between BLUE VALLEY BAN CORP., a Kansas corporation (the
"Company"), and BVBC CAPITAL TRUST I, a Delaware business trust (the "Trust").

                                    RECITALS

      WHEREAS,  the Trust  intends to issue its common  securities  (the "Common
Securities") to, and receive  Debentures from, the Company and to issue and sell
up to 1,437,500  _____%  Cumulative  Trust Preferred  Securities (the "Preferred
Securities")  with such powers,  preferences and special rights and restrictions
as are set forth in the Amended and Restated Trust  Agreement of the Trust dated
as of  ______________,  2000,  as the same may be amended from time to time (the
"Trust Agreement");

     WHEREAS,  the Company shall  directly or  indirectly  own all of the Common
Securities of the Trust and shall issue the Debentures;

      NOW,  THEREFORE,  in  consideration  of the purchase by each holder of the
Preferred Securities, which purchase the Company hereby agrees shall benefit the
Company and which  purchase the Company  acknowledges  shall be made in reliance
upon the execution and delivery of this Agreement, the Company, including in its
capacity  as holder of the  Common  Securities,  and the Trust  hereby  agree as
follows:

                                    ARTICLE I

      Section 1.1.  Guarantee by the Company.

      Subject to the terms and conditions hereof, the Company,  including in its
capacity  as  holder  of  the  Common   Securities,   hereby   irrevocably   and
unconditionally  guarantees to each person or entity to whom the Trust is now or
hereafter becomes indebted or liable (the "Beneficiaries") the full payment when
and as  due,  of any  and  all  Obligations  (as  hereinafter  defined)  to such
Beneficiaries.  As used  herein,  "Obligations"  means any  costs,  expenses  or
liabilities  of the Trust other than  obligations of the Trust to pay to holders
of any Preferred  Securities or other similar interests in the Trust the amounts
due such holders pursuant to the terms of the Preferred Securities or such other
similar interests,  as the case may be. This Agreement is intended to be for the
benefit of, and to be  enforceable  by, all such  Beneficiaries,  whether or not
such Beneficiaries have received notice hereof.

      Section 1.2.  Term of Agreement.

      This Agreement  shall terminate and be of no further force and effect upon
the later of (a) the date on which  full  payment  has been made of all  amounts
payable to all holders of all the Preferred Securities (whether upon redemption,
liquidation,  exchange  or  otherwise);  and (b) the date on which  there are no
Beneficiaries remaining;  provided,  however, that this Agreement shall continue
to be effective or shall be  reinstated,  as the case may be, if at any time any
holder of




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Preferred  Securities or any  Beneficiary  must restore payment of any
sums paid  under the  Preferred  Securities,  under  any  obligation,  under the
Preferred  Securities  Guarantee  Agreement dated the date hereof by the Company
and Wilmington Trust Company,  as guarantee trustee, or under this Agreement for
any reason whatsoever. This Agreement is continuing, irrevocable,  unconditional
and absolute.

      Section 1.3.  Waiver of Notice.

      The Company  hereby waives  notice of acceptance of this  Agreement and of
any  obligation to which it applies or may apply,  and the Company hereby waives
presentment,  demand  for  payment,  protest,  notice of  nonpayment,  notice of
dishonor, notice of redemption and all other notices and demands.

      Section 1.4.  No Impairment.

      The  obligations,  covenants,  agreements  and duties of the Company under
this  Agreement  shall  in no way be  affected  or  impaired  by  reason  of the
happening from time to time of any of the following:

      (a) the  extension  of time  for the  payment  by the  Trust of all or any
portion of the Obligations or for the performance of any other obligation under,
arising out of, or in connection with, the Obligations;

      (b) any failure,  omission,  delay or lack of diligence on the part of the
Beneficiaries  to enforce,  assert or exercise  any right,  privilege,  power or
remedy  conferred on the  Beneficiaries  with respect to the  Obligations or any
action on the part of the Trust granting indulgence or extension of any kind; or

      (c) 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,  the Trust or any of the assets of the
Trust.

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

      Section 1.5.  Enforcement.

      A Beneficiary may enforce this Agreement directly against the Company, and
the  Company  waives any right or remedy to  require  that any action be brought
against the Trust or any other person or entity  before  proceeding  against the
Company.

                                   ARTICLE II

      Section 2.1.  Binding Effect.

      All guarantees and agreements  contained in this Agreement  shall bind the
successors,  assigns, receivers, trustees and representatives of the Company and
shall inure to the benefit of the Beneficiaries.





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      Section 2.2.  Amendment.

      So long as there remains any  Beneficiary  or any Preferred  Securities of
any series are  outstanding,  this Agreement shall not be modified or amended in
any  manner  adverse to such  Beneficiary  or to the  holders  of the  Preferred
Securities.

      Section 2.3.  Notices.

      Any notice,  request or other  communication  required or  permitted to be
given  hereunder  shall be given in writing by delivering  the same by facsimile
transmission  (confirmed by mail),  telex,  or by registered or certified  mail,
addressed as follows (and if so given, shall be deemed given when mailed or upon
receipt of an answer back, if sent by telex):

            Wilmington Trust Company
            Rodney Square North
            1100 North Market Street
            Wilmington, Delaware 19890
            Facsimile No.: (302) 651-1576
            Attention: Corporate Trust Administration

            Blue Valley Ban Corp.
            11935 Riley
            Overland Park, Kansas  66225-6128
            Facsimile No.: (913) 338-2801
            Attention: Robert D. Regnier, Chief Executive Officer

      Section 2.4.  Governing Law.

      This  agreement  shall be governed by and  construed  and  interpreted  in
accordance  with the laws of the State of Kansas  (without regard to conflict of
laws principles).

      THIS AGREEMENT is executed as of the day and year first above written.

                                   BLUE VALLEY BAN CORP.



                                   By:_________________________________________
                                   Robert D. Regnier, Chief Executive Officer


                                   BVBC CAPITAL TRUST I



                                   By:_________________________________________
                                      _________________, Administrative Trustee