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                                                                     EXHIBIT 4.1

                              BLUE VALLEY BAN CORP
                        2004 EMPLOYEE STOCK PURCHASE PLAN
                                  PLAN DOCUMENT


1.       Purpose.

         The purpose of this Employee Stock Purchase Plan (the "Plan") is to
provide employees of Blue Valley Ban Corp (the "Company") and its Subsidiaries
with an opportunity to purchase Stock of the Company through accumulated payroll
deductions, enabling such persons to acquire or increase a proprietary interest
in the Company in order to strengthen the mutuality of interests between such
persons and the Company's shareholders, and to provide a benefit that will
assist the employer in competing to attract and retain employees of high
quality. This Plan consists of options ("Qualified Options") intended to qualify
under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code")
that are granted to employees of the Company or its Subsidiaries. It is the
intention of the Company that the Plan qualifies as an "employee stock purchase
plan" under Section 423 of the Code. Accordingly, the provisions of the Plan
shall be construed in a manner consistent with the requirements of the Code.

2.       Definitions.

         For purposes of the Plan, the following terms shall be defined as set
forth below, in addition to such terms as defined in Section 1 hereof:

         (a) "Account" means the account maintained on behalf of the participant
by the Custodian for the purpose of investing in Stock.

         (b) "Board" means the Company's Board of Directors.

         (c) "Change in Control" means either one of the following: (i) when any
'person,' as such term is used in Sections 13(d) and 14(d) of the Exchange Act
(other than the Company, a subsidiary thereof or a Company employee benefit
plan, including any trustee of such plan acting as trustee) becomes the
'beneficial owner' (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing fifty percent (50%) or
more of the combined voting power of the Company's then outstanding securities;
or (ii) the occurrence of a transaction requiring shareholder approval, and
involving the sale of all or substantially all of the assets of the Company or
the merger of the Company with or into another corporation.

         (d) "Committee" means the Board of Directors of the Company or any
committee thereof who is authorized to act on behalf of the Board with respect
to this Plan.

         (e) "Compensation" means regular straight time earnings, plus bonuses
and overtime payments, payments for incentive compensation and other special
payments except to the extent that any such item is specifically excluded from
the definition of Compensation by the Committee.



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         (f) "Custodian" means a custodian or any successor thereto as appointed
by the Committee from time to time.

         (g) "Employee" means any common law employee employed continuously for
at least thirty (30) days prior to the Enrollment Date by the Company or a
Subsidiary. The Company or Subsidiary's employment classification of a person
shall be binding and controlling on all persons and shall apply irrespective of
any contrary classification by the Internal Revenue Service, a court of
competent jurisdiction or any other person or entity.

         (h) "Enrollment Date" means the first day of each Offering Period.

         (i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         (j) "Exercise Date" means the last day of each Offering Period.

         (k) "Fair Market Value" means the closing price for the Stock of the
Company as reported on the Over The Counter Bulletin Board or, if that day is
not a Trading Day, then on the latest previous Trading Day; or if not traded on
the Over The Counter Bulletin Board, then the fair market value as determined by
the Board.

         (l) "Offering Period" means the approximately one-year period
commencing on the first Trading Day of each Plan Year and terminating on the
last Trading Day of the same Plan Year. The beginning and ending dates and
duration of Offering Periods may be changed pursuant to Section 4 of the Plan.

         (m) "Plan Year" means the 12-month period commencing on February 1 of
each year and ending on the following January 31.

         (n) "Purchase Price" means the per share price paid by a Participant to
acquire Stock under this Plan. The Purchase Price shall be determined by the
Committee in its discretion prior to the commencement date of each Offering
Period; provided, however, in no event may the Purchase Price be less than:

                  1)       an amount equal to 85 percent of the Fair Market
                           Value of a share of Stock on the Enrollment Date or
                           85 percent of the Fair Market Value of a share of
                           Stock on the Exercise Date, if lower; or

                  2)       the par value of the Company's Stock.

         (o) "Stock" means the Company's common stock, $1.00 par value, and such
other securities as may be substituted for Stock pursuant to Section 16 hereof.

         (p) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing 50 percent or more of the total combined voting power of all classes
of stock in one of the other corporations in the chain.



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         (q) "Trading Day" means a day on which the Over The Counter Bulletin
Board is open for trading; or if not traded on the Over The Counter Bulletin
Board, each day specified by the Board in its discretion.

3.       Eligibility.

         (a) All Employees (as determined in accordance with Section 2(h)
hereof) of the Company and its Subsidiaries on a given Enrollment Date shall be
eligible to participate in the Plan, subject to Section 5(a).

         (b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) to the extent that,
immediately after the grant, such Employee (or any other person whose Stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital stock and/or hold outstanding options to purchase such stock
possessing five percent or more of the total combined voting power or value of
all classes of the capital stock of the Company or of any Subsidiary, (ii) to
the extent that his or her rights to purchase stock under all employee stock
purchase plans of the Company and its Subsidiaries accrue at a rate which
exceeds $25,000 worth of stock (determined at the fair market value of the
shares at the time such option is granted) for each calendar year in which such
option is outstanding at any time.

         (c) All participants in the Plan shall have equal rights and privileges
(subject to the terms of the Plan) with respect to options outstanding during
any given Offering Period.

4.       Offering Periods.

         The Plan shall have consecutive Offering Periods with an initial
Offering Period commencing on the first Trading Day in February 2004 and
terminating in the last Trading Day of January 2005. The Committee shall have
the power to change the beginning date, ending date and duration of Offering
Periods with respect to future offerings without shareholder approval if such
change is announced at least five days prior to the scheduled beginning of the
first Offering Period to be affected thereafter, provided that Offering Periods
will in all cases comply with applicable limitations under Section 423(b)(7) of
the Code.

5.       Participation.

         (a) Any person who will be an eligible Employee on a given Enrollment
Date may become a participant in the Plan by enrolling in the manner designated
by the Committee.

         (b) Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last payroll in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10 hereof.

6.       Payroll Deductions.

         (a) At the time a participant enrolls, he or she shall elect to have
payroll deductions made on each payday during the Offering Period in a regular
amount, expressed as a fixed dollar



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amount, no less that any minimum deduction specified by the Committee and not to
exceed $21,250.

         (b) All payroll deductions made for a participant shall be credited to
his or her Account under the Plan. A participant may not make any additional
payments into such Account.

         (c) A participant may discontinue or suspend his or her participation
in the Plan as provided in Section 10 hereof. Unless otherwise authorized by the
Committee, a participant may not change his or her payroll deduction rate during
any Offering Period. Absent Committee authorization, any change in the rate
shall be effective as of the next Offering Period. A participant's enrollment
election shall remain in effect for successive Offering Periods unless
terminated as provided in Section 10 hereof.

         (d) The foregoing notwithstanding, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's
payroll deductions may be terminated at such time during any Offering Period
which is scheduled to end during the current calendar year if the aggregate of
all payroll deductions accumulated with respect to the current calendar year
equals $25,000 (or such other limit as may apply under Code Section 423(b)(8)).
Payroll deductions shall recommence at the rate provided in such participant's
subscription agreement (as previously on file or as changed in accordance with
Section 6(c)) at the beginning of the next Offering Period which is scheduled to
begin in the following calendar year, unless terminated by the participant as
provided in Section 10 hereof.

         (e) The Company and each Subsidiary is authorized to withhold from any
payment to be made to a participant, including any payroll and other payments
not related to the Plan, amounts of withholding and other taxes due in
connection with any transaction under the Plan, including any disposition of
Stock acquired under the Plan, and a participant's enrollment in the Plan will
be deemed to constitute his or her consent to such withholding. At the time of a
participant's exercise of an option or disposition of Stock acquired under the
Plan, the Company may require the participant to make other arrangements to meet
tax withholding obligations as a condition to exercise of rights or distribution
of Stock or cash from the participant's Account. In addition, a Participant may
be required to advise the Company of sales and other dispositions of Stock
acquired under the Plan in order to permit the Company to comply with tax laws
and to claim any tax deductions to which the Company may be entitled with
respect to the Plan.

7.       Grant of Option.

         On the Enrollment Date of each Offering Period, each eligible Employee
participating in such Offering Period shall be granted an option to purchase on
the Exercise Date of such Offering Period, at the applicable Purchase Price, up
to a number of shares of Stock determined by dividing such Employee's payroll
deductions accumulated prior to such Exercise Date and retained in the
Participant's Account as of the Exercise Date by the applicable Purchase Price,
provided that such purchase shall be subject to the limitations set forth in
Sections 3(b) and 12 hereof. Exercise of the option shall occur as provided in
Section 8 hereof, unless the participant has withdrawn pursuant to Section 10
hereof.



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8.       Exercise of Option.

         Each participant's option for the purchase of Stock shall be exercised
automatically on the Exercise Date, and the maximum number of shares subject to
option shall be purchased for such participant at the applicable Purchase Price
with the accumulated payroll deductions in his or her Account. Shares purchased
shall include fractional shares. During a participant's lifetime, a
participant's option to purchase shares hereunder is exercisable only by him or
her.

9.       Delivery of Shares; Participant Accounts.

         (a) At or as promptly as practicable after the Exercise Date for an
Offering Period, the Company will deliver the shares of Stock purchased to the
Custodian for deposit into the participant's Account.

         (b) Cash dividends on any Stock credited to a participant's Account
will be disbursed by the Custodian as a cash dividend.

         (c) Each participant will be entitled to vote the number of shares of
Stock credited to his or her Account (including any fractional shares credited
to such Account) on any matter as to which the approval of the Company's
shareholders is sought. If a participant does not vote or grant a valid proxy
with respect to shares credited to his or her Account, such shares will be voted
by the Custodian in accordance with any stock exchange or other rules governing
the Custodian in the voting of shares held for customer accounts. Similar
procedures will apply in the case of any consent solicitation of Company
shareholders.

10.      Withdrawal or Suspension of Payroll Deductions or Shares; Termination
         of Employment.

         (a) If a participant terminates his or her payroll deduction rate
during an Offering Period, the cash balance contributed for the month shall be
refunded (without interest) as soon as practicable. Payroll deductions shall NOT
automatically resume at the beginning of the succeeding Offering Period unless
such individual re-enrolls in the plan.

         (b) If a participant suspends his or her payroll deduction rate during
an Offering Period, the cash balance will remain in his or her Account until the
end of the Offering Period. The Participant's option for the purchase of shares
shall then be exercised automatically on the Exercise Date, and the maximum
number of shares subject to option shall be purchased for such participant at
the applicable Purchase Price with the accumulated payroll deductions in his or
her Account. Shares purchased shall include fractional shares. Payroll
deductions shall NOT automatically resume at the beginning of the succeeding
Offering Period unless such individual re-enrolls in the plan.

         (c) Upon a participant's ceasing to be an Employee for any reason
(including upon the participant's death), he or she shall be deemed to have
elected to withdraw from the Plan and the payroll deductions credited to such
participant's Account during the Offering Period but not yet used to exercise
the option shall be returned to such participant (without interest) as soon as
practicable or, in the case of his or her death, to his or her estate, and such
participant's option shall be automatically terminated.


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         (d) If a participant elects to withdraw shares of Stock from his or her
Account, one or more certificates for whole shares shall be issued in the name
of, and delivered to, the participant, with such participant receiving cash in
lieu of fractional shares based on the Fair Market Value of a share of Stock on
the date of withdrawal. If shares of Stock are transferred from a participant's
Account to a broker-dealer or financial institution that maintains an account
for the participant, only whole shares shall be transferred and cash in lieu of
any fractional share shall be paid to such participant based on the Fair Market
Value of a share of Stock on the date of transfer. A Participant seeking to
withdraw or transfer shares of Stock must give instructions to the Custodian in
such manner and form as may be prescribed by the Committee and the Custodian,
which instructions will be acted upon as promptly as practicable. Withdrawals
and transfers will be subject to any fees imposed in accordance with Section
10(f) hereof.

         (e) Upon a participant's ceasing to be an Employee for any reason, the
Custodian will continue to maintain the participant's Account until such time as
the participant withdraws or transfers all Stock in the Account.

         (f) Costs and expenses incurred in the administration of the Plan and
maintenance of Accounts will be paid by the Company, including annual fees of
the Custodian. The foregoing notwithstanding, the Custodian may impose or pass
through a reasonable fee for the withdrawal of Stock in the form of stock
certificates (as permitted under Section 10(d)), and reasonable fees for other
services unrelated to the purchase of Stock under the Plan, to the extent
approved in writing by the Company and communicated to participants. In no
circumstance shall the Company pay any brokerage fees and commissions for the
sale of Stock acquired under the Plan by a participant.

11.      Interest.

         No interest shall accrue on the payroll deductions of a participant in
the Plan.

12.      Stock.

         (a) The maximum number of shares of Stock which shall be made available
for purchase under the Plan shall be one hundred thousand (100,000) shares,
subject to further adjustment as provided in Section 17 hereof. If, on a given
Exercise Date, the number of shares with respect to which options are to be
exercised exceeds the number of shares then available under the Plan, the
Company shall make a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable.

         (b) The participant shall have no interest or voting right in shares
purchasable upon exercise of his or her option until such option has been
exercised.

13.      Administration.

         (a) The Plan shall be administered by the Committee. The Committee
shall have full and final authority to construe, interpret and apply the terms
of the Plan, to determine eligibility and to adjudicate all disputed claims
filed under the Plan. The Committee may, in its discretion, delegate authority
to one or more persons acting on behalf of the Committee. Every finding,


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decision and determination made by the Committee shall, to the full extent
permitted by law, be final and binding upon all parties. The Committee shall be
entitled to, in good faith, rely or act upon any report or other information
furnished to him or her by any executive officer, other officer or employee of
the Company, Subsidiary, the Company's independent auditors, consultants or any
other agents assisting in the administration of the Plan. Members of the
Committee and any officer or employee of the Company or its Subsidiary acting at
the direction or on behalf of the Committee shall not be personally liable for
any action or determination taken or made in good faith with respect to the
Plan, and shall, to the extent permitted by law, be fully indemnified and
protected by the Company with respect to any such action or determination.

         (b) The Custodian will act as custodian under the Plan, and will
perform such duties as are set forth in the Plan and in any agreement between
the Company and the Custodian. The Custodian will establish and maintain, as
agent for each Participant, an Account and any sub-accounts as may be necessary
or desirable for the administration of the Plan.

14.      Transferability.

         Neither payroll deductions credited to a participant's Account nor any
rights with regard to the exercise of an option or shares of Stock received
under the Plan may be assigned, transferred, pledged or otherwise disposed of in
any way by the participant. Any such attempt at assignment, transfer, pledge or
other disposition shall be without effect.

15.      Use of Funds.

         All payroll deductions received or held by the Company or Subsidiary
under the Plan may be used for any corporate purpose, and neither the Company
nor any Subsidiary shall be obligated to segregate such payroll deductions.

16.      Reports.

         An individual Account shall be maintained by the Custodian for each
participant in the Plan. Statements of Account shall be given to each
participant at least annually, the statements shall set forth the amounts of
payroll deductions used to purchase shares, the Purchase Price and the number of
shares purchased.

17.      Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
         or Change in Control.

         (a) Changes in Capitalization. The Committee shall proportionately
adjust the number of remaining shares available for purchase under the Plan and
the price per share and the number of shares of Stock covered by each option
under the Plan which has not yet been exercised for any increase or decrease in
the number of issued shares of Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Stock, or other
extraordinary corporate event which affects the Stock in order to prevent
dilution or enlargement of the rights of participants. The determination of the
Committee with respect to any such adjustment shall be final, binding and
conclusive.



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         (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period shall terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Committee.

         (c) Change in Control. In the event of a Change in Control, the
Committee shall shorten the Offering Period then in progress by setting a new
Exercise Date (the "New Exercise Date"). The New Exercise Date shall be before
the date that will constitute the Change in Control. The Committee shall notify
each participant that the Exercise Date for the participant's option has been
changed to the New Exercise Date and that the participant's option shall be
exercised automatically on the New Exercise Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in Section 10
hereof.

18.      Amendment or Termination.

         (a) The Board may at any time and for any reason terminate or amend the
Plan. Except as provided in Section 17 hereof, no such termination can affect
options previously granted, provided that an Offering Period may be terminated
by the Board of Directors by shortening the Offering Period and accelerating the
Exercise Date to a date not prior to the date of such Board action if the Board
determines in its sole discretion that termination of the Plan is in the best
interests of the Company and its shareholders. Except as provided in Section 17
and this Section 18, no amendment may make any change in any option theretofore
granted which materially adversely affects the rights of any participant, and
any amendment will be subject to the approval of the Company's shareholders not
later than one year after Board approval of such amendment if such shareholder
approval is required by any federal or state law or regulation or the rules of
any stock exchange or automated quotation system on which the Stock may then be
listed or quoted, or if such shareholder approval is necessary in order for the
Plan to continue to meet the requirements of Section 423 of the Code, and the
Board may otherwise, in its discretion, determine to submit any amendment to
shareholders for approval. For the avoidance of doubt, any action to increase
the number of shares to be made available for sale under the Plan shall always
be subject to shareholder approval unless such increase is an adjustment as
provided for in Section 17.

         (b) Without shareholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Committee shall be entitled to change the Offering Periods, change the
percentage applied to the Fair Market Value to determine the Purchase Price,
limit the frequency and/or number of changes in the amount withheld during an
Offering Period, establish the exchange ratio applicable to amounts withheld in
a currency other than U.S. Dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Stock for each
participant properly correspond with amounts withheld from the participant's
compensation, and establish such other limitations or procedures as the
Committee determines in its sole discretion are advisable and consistent with
the Plan. Without limiting the generality of the foregoing, the Committee may,
but shall not be required to, modify or eliminate grants to persons who are
otherwise eligible to receive options under this Plan who are foreign nationals
or employed outside the United States to recognize differences in local law, tax
policy or custom.



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19.      Notices.

         All notices or other communications by a participant to the Company
under or in connection with the Plan shall be deemed to have been duly given
when received in the form specified by the Company at the location, or by the
person, designated by the Company for the receipt thereof.

20.      Conditions Upon Issuance of Shares.

         The Company shall not be obligated to issue shares of Stock with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Exchange Act, the Securities Act of 1933, as amended, all regulations
promulgated there under, and the requirements of any stock exchange or automated
quotation system upon which the shares may then be listed or quoted, and shall
be further subject to the approval of counsel for the Company with respect to
such compliance.

21.      No Right to Options or to Employment.

         Participation in the Plan shall in no way constitute any form of
agreement or understanding binding on the Company or any Subsidiary, express or
implied, of continued employment for any length of time, nor shall participation
in the Plan interfere in any way with the lawful rights of the actual employer
to terminate the employment relationship, which rights are hereby reserved for
that particular legal entity.

22.      Limitations on Sales of Stock Purchased Under the Plan.

         The Plan is intended to provide common stock for investment and not for
resale. The Company does not, however, intend to restrict or influence any
participant in the conduct of his or her own affairs. A participant, therefore,
may sell stock purchased under the Plan at any time, subject to compliance with
any applicable Federal or state securities laws; provided, however, that because
of certain Federal tax requirements, each participant will agree by entering the
Plan, promptly to give the Company notice of any such stock disposed of within
two years after the date of the grant of the applicable option, showing the
number of such shares disposed of. THE INDIVIDUAL EMPLOYEE ASSUMES THE RISK OF
ANY MARKET FLUCTUATIONS IN THE PRICE OF THE STOCK.

23.      Plan Effective Date and Shareholder Approval.

         The Plan shall become effective upon approval by the Company's
shareholders by a vote sufficient to meet the requirements of Section 423(b)(2)
of the Code at the next annual meeting of the shareholders to be held May 19,
2004, which is prior to the first Exercise Date. If the Plan is not approved by
the Company's shareholders, then the cash balances credited to the Accounts of
participants shall be returned to such participants (without interest) as soon
as administratively practicable.




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