Amendment of Loan Documents


     This  Amendment is  effective  as of the 26th day of December,  1997 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  currently  evidenced  by  a
Promissory  Note  dated  December  31,  1996 in the  face  principal  amount  of
$2,887,500  (the  "Note")  with  a  current  outstanding  principal  balance  of
$2,537,500;

     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 (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 the Subsidiary Bank; and

     Whereas,  Borrower  has,  among other  requests,  requested  an  additional
advance or loan in the amount of  $1,500,000  for the purpose of  injecting  the
proceeds  thereof into the Subsidiary Bank as a capital  contribution,  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.   Amendment of Note. The Note shall be amended as follows:

          a.   Bank shall  advance  $1,500,000  to Borrower on or aboutthe  date
               hereof; therefore, the face principal amount of the Note shall be
               and  hereby is  amended  to  reflect a face  principal  amount of
               $4,387,500.   Borrower   agrees  to  pay  to  Bank  the   current
               outstanding  principal  amount under the Note, as so amended,  of
               $4,037,500 according to the terms of the Note, as herein amended.

          b.   The "Reference Rate" (i. e., the "Corporate Base Rate") described
               in the Note shall mean the prime rate of interest  ("Prime Rate")
               established  from time to time by Bank,  which Prime Rate may not
               be the best or lowest rate charged by Bank to its customers;  and
               the Note shall be and hereby is amended to reflect the  foregoing
               change.

          c.   From the effective date hereof,  principal  outstanding under the
               Note,  as amended  hereby,  shall bear  interest at the per annum
               rate equal to Bank's  Prime Rate,  minus  one-half of one percent
               (0.50%).  The interest  rate charged  under the Note,  as amended
               hereby,  shall change as of the date on which Bank makes  changes
               to its Prime Rate.
<PAGE>

          d.   The "Final  Maturity"  date set forth in the Note,  at which time
               all sums due under the Note, as amended, shall be due and payable
               in full,  shall be and hereby is changed from January 31, 1998 to
               January 31, 1999.

          e.   Notwithstanding anything to the contrary contained in the Note or
               the Loan Agreement,  the payments  paragraph of the Note shall be
               amended and hereby is amended to read as follows:

               "Borrower  shall  make  a  principal  payment  in the  amount  of
               $87,500, plus accrued interest, on January 31, 1998;  thereafter,
               on the  30th  day of  each  April,  July,  October  and  January,
               Borrower  shall make a principal  payment of  $125,000,  together
               with accrued  interest  outstanding  on each such  payment  date.
               Borrower shall pay the entire amount  outstanding under this Note
               on January 31, 1999,  unless the Final  Maturity is extended with
               Bank's consent."

     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  face  principal  amount of the  Note,  the
               amended Maturity Date or Final Maturity, and the amended interest
               rate, all as more specifically set forth in Section 1 hereof.

          b.   Section 1.3 of the Loan Agreement shall be supplemented by adding
               the following paragraph thereto:

               "It is the Bank's  expectation  that, if the Borrower reduces the
               outstanding principal amount of the Note, as amended, to not more
               than  $3,450,000  on or before  January 31,  1999,  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."

          c.   Borrower agrees to add, and by the execution hereof adds, two new
               covenants to the Loan  Agreement  under Section 3 (Conditions  of
               Lending) as follows:

               "3.5 Borrower  shall not pay any dividends or make  distributions
               of any kind on the stock of Borrower.

               3.6 Borrower shall not incur any additional indebtedness."
<PAGE>

     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 amended hereby.

     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.


                                        Blue Valley Ban Corp


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



                                        Bank of Blue Valley


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



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


                                        By:      /s/ Deon Pitsor
                                        Title:   Vice President