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Exhibit 99.2
[LOGO]
Blue Valley Ban Corp.
FORM OF LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER
NOMINEES
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THE RIGHTS OFFERING SUBSCRIPTION PERIOD WILL EXPIRE AT 5:00 P.M., EASTERN TIME
ON DECEMBER 5, 2008, UNLESS BLUE VALLEY BAN CORP. EXTENDS THE RIGHTS OFFERING
(SUCH TIME AND DATE WITH RESPECT TO THE EXPIRATION OF THE RIGHTS OFFERING, AS IT
MAY BE EXTENDED, THE "EXPIRATION TIME").
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To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
This letter is being provided to explain the rights offering (the "Rights
Offering") by Blue Valley Ban Corp. (the "Company") of nontransferable rights to
subscribe for and purchase shares of Common Stock (as defined below) (the
"Rights") distributed to all stockholders of Company common stock, par value
$1.00 per share ("Common Stock"), who hold stock as record holders, at 5:00
p.m., Eastern time on November 10, 2008 (the "Record Date"). The Rights, the
Rights Offering and Common Stock are described in the accompanying prospectus
(the "Prospectus"). The Rights are evidenced by a nontransferable subscription
rights certificate (the "Subscription Rights Certificate") registered in your
name or the name of your nominee. We are requesting that you contact your
clients for whom you hold shares of Common Stock beneficially, and who are to
receive the Rights distributable with respect to those shares, regarding the
Rights Offering.
In the Rights Offering, the Company is offering an aggregate of
approximately 334,000 shares of Common Stock. As described in the Prospectus,
each beneficial owner of shares of Common Stock registered in your name or the
name of your nominee, is entitled to one Right for each share of Common Stock
owned on the Record Date. Each Right will allow such holder to subscribe for
..1352 of a share of Common Stock at a subscription price of $18.00 per share
(the "Subscription Price"). In addition, each subscribing stockholder who
exercises his or her Rights in full will be eligible to subscribe for additional
shares of Common Stock (the "Over-Subscription Right") at the Subscription Price
for shares of Common Stock that are not otherwise purchased pursuant to the
exercise of Rights, subject to availability and pro ration as described in the
Prospectus.
Holders will not receive fractional shares of Common Stock or cash in lieu
of fractional shares of Common Stock as a result of their exercise of Rights
pursuant to the Rights Offering, but instead shares of Common Stock received
upon the exercise of Rights will be rounded down to the nearest whole number.
We are asking that you contact your clients for whom you hold shares of
Common Stock registered in your name or in the name of your nominee to obtain
instructions with respect to the Rights.
We have enclosed copies of the following documents for your use:
1. The Prospectus;
2. Instructions as to Use of Blue Valley Ban Corp. Subscription Rights
Certificates;
3. A Notice of Guaranteed Delivery of Subscription Rights Certificates
Issued by the Company;
4. A Beneficial Owner Election Form, on which you may obtain your
clients' instructions with regard to the Rights;
5. A Nominee Holder Certificate Form; and
6. A return envelope addressed to Computershare (the "Subscription
Agent").
To exercise your Rights, you should deliver the properly completed and
signed Subscription Rights Certificate (or the Notice of Guaranteed Delivery),
with payment of the Subscription Price for each share of Common Stock subscribed
for, to the Subscription
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Agent prior to the Expiration Time, as described in the Prospectus. The
Subscription Agent must receive the Notice of Guaranteed Delivery at or prior to
the Expiration Time. All exercises of Rights are irrevocable. Rights not
exercised at or prior to the Expiration Time will expire and will be void and no
longer exercisable. Any payment made in connection with a Notice of Guaranteed
Delivery must be made by wire transfer of funds.
If you hold Common Stock for the account of more than one client, you
may aggregate your exercise of Rights for all your clients, provided that you
identify the number of Rights you are exercising for each client. Please note
that you do not have to provide the name or other identity of your clients. You
may exercise such Rights in the aggregate by completing the form entitled
"Nominee Holder Certificate," which we have enclosed.
All commissions, fees and other expenses (including brokerage
commissions and transfer taxes) incurred in connection with the exercise of the
Rights will be for the account of the holder of the Rights, and none of such
commissions, fees or expenses will be paid by the Company or the Subscription
Agent.
Additional copies of the enclosed materials may be obtained from the
Subscription Agent. The telephone number of Computershare is (800) 546-5141 or
(781) 575-2765. Any questions or requests for assistance concerning the Rights
Offering should be directed to the Subscription Agent.
Very truly yours,
Blue Valley Ban Corp.
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NOTHING IN THIS LETTER OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF BLUE VALLEY BAN CORP. OR ANY OTHER PERSON MAKING OR
DEEMED TO BE MAKING OFFERS OF THE RIGHTS OR COMMON STOCK ISSUABLE UPON EXERCISE
OF THE RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON
BEHALF OF ANY OF THEM WITH RESPECT TO THE RIGHTS, THE RIGHTS OFFERING OR THE
COMMON STOCK, EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.
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