Item 1.01 Entry into a Material Definitive Agreement.

On December 5, 2008, we issued and sold to the United States Department of the Treasury (the "Treasury") 21,750 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, (the "Preferred Shares"), along with a ten year warrant (the "Warrant") to purchase 111,083 shares of the Company's common stock for $29.37 per share, for a total cash price of $21.75 million (the "Transaction"). The Transaction occurred pursuant to, and is governed by, the U.S. Treasury's Capital Purchase Program (the "CPP"), which is designed to attract broad participation by healthy institutions, to stabilize the financial system, and to increase lending for the benefit of the U.S. economy. Part of the proceeds received in the Transaction allowed us to pay off in full our loans with J.P. Morgan Chase totaling approximately $17.5 million, and the remaining proceeds will be used for capital enhancements into the Bank as needed and general corporate purposes.

In connection with the Transaction, we entered into a letter agreement (the "Letter Agreement") with the Treasury which includes, a Securities Purchase Agreement - Standard Terms (the "SPA"). The designation, powers, preferences and rights of the Preferred Shares are set forth in the Certificate of Designation (the "Designation"). Significant terms of the Letter Agreement, the Designation, the Warrant, and the SPA, include the following:

a. The Preferred Shares carry a 5% per year cumulative preferred dividend rate, payable quarterly. The dividend rate increases to 9% after five years. Dividends compound if they accrue and are not paid. The Preferred Shares have a liquidation preference of $1,000 per share, plus accrued unpaid dividends.

b. The Preferred Shares have no redemption date and the holder of the Preferred Shares has no right to compel the Company to purchase or redeem the Preferred Shares. The holder may have certain registration rights to facilitate a sale of the Preferred Shares upon written request to the Company. If requested by the Treasury, the Preferred Shares may need to be listed on a national securities exchange.

c. During the first three years after the Transaction, the Company may not redeem the Preferred Shares except in conjunction with a qualified equity offering meeting certain requirements. After three years, the Company may redeem the Preferred Shares for $1,000 per share, plus accrued unpaid dividends, in whole or in part, subject to the approval of the Company's primary federal banking regulator.

d. During the time that the Preferred Shares are outstanding, a number of restrictions apply to the Company, including, among others:

(1) The Preferred Shares have a senior rank. The Company is not free to issue other preferred stock that is senior to the Preferred Shares.

(2) Until the third anniversary of the sale of the Preferred Shares, unless the Preferred Shares have been redeemed in whole or the Treasury has transferred all of the shares to a non-affiliated third party, the Company may not increase its common stock cash dividend or repurchase common stock or other equity shares (subject to certain limited exceptions) without the Treasury's approval.

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(3) If the Company were to pay a cash dividend in the future, any such dividend would have to be discontinued if a Preferred Share dividend were missed. Thereafter, dividends on common stock could be resumed only if all Preferred Share dividends in arrears were paid. Similar restrictions apply to the Company's ability to repurchase common stock if Preferred Share dividends are missed.

(4) Failure to pay the Preferred Share dividend is not an event of default. However, a failure to pay a total of six Preferred Share dividends, whether or not consecutive, gives the holders of the . . .

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated herein by reference. The sale of the Preferred Shares and the Warrant to the Treasury on December 5, 2008 was not registered under the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act. The sale to the Treasury involved no public offering.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 3, 2008, the Company filed with the Secretary of State of the State of Kansas a Certificate of Designations to its Articles of Incorporation, as amended, establishing the terms of the Preferred Shares. The Certificate of Designations was effective immediately upon filing. A copy of the Certificate of Designations is attached hereto as Exhibit 3.3 and is incorporated by reference.

Item 8.01 Other Events.

On December 8, 2008, the Company issued a press release announcing the issuance and sale of the Preferred Shares and the Warrant. The press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) EXHIBITS 3.3 Certificate of Designations dated December 3, 2008. 4.12 Warrant to purchase Common Stock dated December 5, 2008. 10.10 Letter Agreement dated December 5, 2008, including Securities Purchase Agreement - Standard Terms incorporated by reference therein, between Blue Valley Ban Corp. and the United States Department of the Treasury. 10.11 Amendment and Waiver by and among Bank of Blue Valley, Blue Valley Ban Corp. and its Senior Executive Officers. 99.1 Press Release Dated December 8, 2008.

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