UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material under Rule 14a-12

BLUE VALLEY BAN CORP
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD

MAY 10, 2006
5:45 P.M.

BLUE VALLEY BAN CORP
135TH & MISSION ROAD
LEAWOOD, KANSAS 66209

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 10, 2006

The Annual Meeting of Stockholders of Blue Valley Ban Corp ("Blue Valley" or the
"Company") will be held in the lobby at the Bank of Blue Valley banking center
located at 13401 Mission Road (135th and Mission Road), Leawood, Kansas 66209 on
May 10, 2006, at 5:45 p.m. to consider and vote on the following matters:

1. The election of directors to hold office until the expiration of their
three-year terms, or until their successors shall be elected and
qualified.

Only stockholders of record at the close of business on March 31, 2006 will be
entitled to notice of or to vote at this meeting or any adjournments thereof.

It is important that your shares be represented at the meeting, and we invite
you to attend. However, if you are unable to personally attend, we urge you to
exercise your right to vote by completing and returning the enclosed proxy in
the envelope provided. If you are a stockholder of record and attend the
meeting, you may revoke your proxy by voting in person.

By Order of the Board of Directors,

/s/ Patricia L. Day
----------------------------------------
Patricia L. Day
Corporate Secretary

The date of this notice is April 10, 2006.

PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND MAIL IT PROMPTLY, regardless of
the number of shares you may own and whether or not you plan to attend the
meeting in person. You may revoke your proxy and vote your shares in person if
revoked in accordance with the procedures described in the attached proxy
statement.

BLUE VALLEY BAN CORP
11935 RILEY
OVERLAND PARK, KANSAS 66225

PROXY STATEMENT

GENERAL INFORMATION

This Proxy Statement and the accompanying proxy will first be sent on or about
April 10, 2006, to the stockholders of record of the common stock, par value one
dollar ($1.00) per share, of Blue Valley Ban Corp ("Blue Valley" or the
"Company") as of March 31, 2006 (the "Record Date"). The Company's Board of
Directors (the "Board") is soliciting proxies to be used at the 2006 Annual
Meeting of its stockholders and any adjournment thereof (the "Annual Meeting"),
which will be held at 5:45 p.m. on May 10, 2006, in the Bank of Blue Valley
banking center located at 135th & Mission Road, Leawood, Kansas, 66209.

Attendance at the Annual Meeting is limited to stockholders of record or their
proxies, beneficial owners of Company common stock having evidence of such
ownership, and guests of the Company.

Proxies are being solicited to give all stockholders of record an opportunity to
vote on the matter to be presented at the Annual Meeting. In the following pages
of this Proxy Statement, you will find information on the matter to be voted
upon at the Annual Meeting.

Only record holders of the Company's common stock at the close of business on
the Record Date are entitled to notice of and to vote at the Annual Meeting. As
of the Record Date, there were 2,389,969 shares of Company common stock issued
and outstanding. Each share is entitled to one vote on each matter properly
brought before the meeting. Shares can be voted at the meeting only if the
stockholder is present or represented by a valid proxy.

Many stockholders cannot personally attend the meeting and choose to be
represented by proxy. Any stockholder of record giving the accompanying proxy
has the power to revoke it at any time before it is exercised at the Annual
Meeting by (i) delivery of written notice to the Corporate Secretary, (ii)
delivery of a properly executed, later-dated written proxy, or (iii) voting by
ballot at the Annual Meeting. Providing a proxy will in no way limit your right
to vote at the Annual Meeting if you later decide to attend in person. If your
shares are held in the name of a bank, broker or other holder of record, you
must obtain a proxy, executed in your favor, from the holder of record to be
able to vote at the meeting.

All shares entitled to vote and represented by properly executed proxies
received prior to the Annual Meeting and not revoked will be voted at the Annual
Meeting in accordance with the instructions indicated on those proxies. If you
sign the proxy but do not specify how you want your shares to be voted, your
shares will be voted in the manner recommended by the Board on all matters
subject to vote by proxy. Votes will be counted by the inspectors of the
election appointed by the Chairman at the meeting.

If any other matters are properly presented for consideration at the Annual
Meeting, including, among other things, consideration of a motion to adjourn the
Annual Meeting to another time or place, the persons named in the enclosed form
of proxy will have discretion to vote on those matters according to their best
judgment to the same extent as you would be entitled to vote. The Company does
not anticipate that any other matters will be raised at the Annual Meeting.

SOLICITATION OF PROXIES

The Company will pay the cost of this solicitation of proxies. In addition to
the use of the mail, proxies may be solicited personally or by telephone by
directors or by employees of the Company. In addition, the Company will
reimburse brokers and other custodians, nominees or fiduciaries for their
expenses in forwarding proxy materials to stockholders.

REQUIRED VOTES--ELECTION OF DIRECTOR NOMINEES

The Board is divided into three classes. At each annual meeting of stockholders,
the director(s) constituting one class are elected for a three-year term.

Any shares not voted (whether by abstention, withheld votes, broker non-votes or
otherwise) have no impact on the election of director(s) except to the extent
that the failure to vote for an individual may result in another individual
receiving a larger proportion of the total votes. If you sign the proxy but do
not specify how you want your shares to be voted, your shares will be voted in
favor of the election of each nominee listed on the proxy.

Each nominee must be elected by a plurality of the votes cast in person or by
proxy at a meeting at which a quorum is present.

Each nominee has agreed to serve as director if elected and the Company is not
aware of any nominee that will be unable to serve. If for any reason the nominee
is unable to do so, the proxies will be voted for a substitute nominee selected
by the Board.

(THIS SPACE INTENTIONALLY LEFT BLANK)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial
ownership of the Company's common stock as of March 31, 2006 by (1) persons
known by the Company to own of record or beneficially five percent or more of
the outstanding common stock; (2) the Company's directors; (3) each of the
executive officers of the Company named in the Summary Compensation Table; and
(4) all of the directors and executive officers of the Company as a group.
Unless otherwise indicated, the address of each person listed below is c/o 11935
Riley, Overland Park, Kansas 66213. This information has been prepared based
upon the SEC's "beneficial ownership" rules. Unless otherwise indicated, each of
the following persons has sole voting and investment power with respect to the
shares of common stock beneficially owned.

Amount and Nature of Percentage of Class
Name and Address of Beneficial Owner Beneficial Ownership (2)
- ------------------------------------ -------------------- -------------------

Robert D. Regnier 749,430 31.36%
Thomas A. McDonnell 159,152 6.66%
Donald H. Alexander 151,232(1) 6.33%
Wayne A. Henry, Jr. 127,480(1) 5.33%
Mark A. Fortino 10,121 .42%
Sheila C. Stokes 8,532(1) .36%
Ralph J. Schramp 2,600(1) .11%
Gary L. Sherrer 1,532 .06%
All directors and executive officers,
9 in number, as a group 1,210,079(1) 50.63%

(1) Includes options that are currently exercisable, or become exercisable
within 60 days of March 31, 2006, to purchase from us the number of shares
of common stock indicated for the following persons: Donald H. Alexander,
8,400; Wayne A. Henry, Jr., 12,400; Sheila C. Stokes, 6,400; and Ralph J.
Schramp, 600.

(2) Based on the number of shares of common stock outstanding on March 31,
2006, which was 2,389,969 shares.

COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE

The Board had six meetings during the last fiscal year. The only director who
attended fewer than 75% of the meetings of the Board and Board-designated
committees on which they served was Mr. McDonnell. The Company does not have a
policy covering Board member attendance at the Annual Meeting of Stockholders.
However, four of the Company's five Board members attended the 2005 Annual
Meeting of Stockholders.

The Board has a standing Audit Committee appointed from among its members. In
addition, the Board determined that Messrs. Henry and Alexander qualify as Audit
Committee financial experts.

The Board does not have a standing Nominating Committee or Compensation
Committee. With the exception of the CEO, the full Board is composed of
independent directors who nominate persons to serve as directors of the Company.
The Board therefore believes that it is appropriate to not have a Nominating
Committee or a Nominating Committee charter. The full Board of Directors of the
Company's subsidiary bank (the "Bank") nominates persons to serve as directors
of the Bank. When considering director candidates, the Company's Board will
consider properly submitted stockholder nominations for candidates. The Board
utilizes a variety of methods for identifying and evaluating nominees for
directors. The Board assesses the size of the Board of Directors periodically
and determines whether any vacancies on the Board are expected due to retirement
or otherwise. In the event that vacancies are anticipated, or otherwise arise,
the full Board considers various potential candidates for director. Candidates
may come to the attention of

the Board through current Board members, stockholders or other persons. These
candidates are evaluated and may be considered at any point during the year.
Stockholder nominations should be addressed to:

Blue Valley Ban Corp.
Attn: Chairman of the Board
11935 Riley
Overland Park, KS 66213

The Board will consider properly submitted stockholder nominations for director
candidates, following verification of the stockholder status of persons
proposing the candidates. In evaluating nominations, the Board seeks to achieve
a balance of knowledge, experience and capability on the Board.

The Board considers candidates based upon several criteria, including their
broad-based business and professional skills and experience, education,
accounting, financial expertise, reputation, civic and community relationships,
concern for the long-term interest of stockholders, personal integrity and
judgment, and knowledge and expertise in the banking industry. When evaluating
nominees, the composition of the entire Board is taken into account including
the need for a majority of independent directors. In addition the assessment of
a candidate includes consideration of the number of public boards on which he or
she serves because of the time requirements for duties and responsibilities
associated with serving on the Board.

AUDIT COMMITTEE REPORT

During 2005, the Company's Audit Committee consisted of three "independent"
directors, as defined by the listing standards of the American Stock Exchange,
as well as two advisory members who are directors of the Bank. In December 2005,
one of the three "independent" directors (C. Ted McCarter) resigned from the
Board. His replacement on the Audit Committee will be approved at the next Board
meeting. The Audit Committee reports to the Board of the Company in performing
its responsibilities relating to our accounting, reporting and financial control
practices. The Audit Committee has general responsibility for oversight of
financial controls, as well as our accounting, regulatory and audit activities,
and annually reviews the qualifications of our independent auditors. The Audit
Committee operates pursuant to a written charter which was last reviewed by the
Board in March, 2006 and is attached hereto as Appendix A. As stated in the
charter, the preparation, integrity, and fair presentation of the Company's
financial statements are the responsibility of management, as are the
establishment and maintenance of an internal control structure over financial
reporting, and safeguarding and management of assets and ensuring compliance
with federal and state laws and regulations. The Company's independent auditors
are responsible for auditing the Company's financial statements and expressing
an opinion on their conformity with accounting standards generally accepted in
the United States of America.

During the year ended December 31, 2005, the Audit Committee met five times and
the Audit Committee discussed with management and the independent auditors all
interim financial information prior to public release.

In executing its oversight responsibility as to the audit process, the Audit
Committee obtained from the independent auditors a formal written statement
describing all relationships between the auditors and the Company that might
bear on the auditors' independence, consistent with Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees," and discussed
with the independent auditor the independent auditor's independence, including
but not limited to any relationships that may impact their objectivity and
independence and satisfied itself as to the independent auditors independence.
The Audit Committee also discussed with management, the internal auditors and
the independent auditors the quality and adequacy of the Company's internal
controls and the internal audit function's organization, responsibilities,
budget and staffing. The Committee reviewed with both the independent and the
internal auditors their audit plans, audit scope, and identification of audit
risks.

The Audit Committee discussed and reviewed with the independent auditors all
communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards

No. 61, as amended, "Communication with Audit Committees" and discussed and
reviewed the results of the independent auditors examination of the financial
statements.

The Audit Committee reviewed with management and the independent auditors, the
audited financial statements of the Company as of and for the fiscal year ended
December 31, 2005. Pursuant to this review, the Audit Committee recommended to
the Board that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2005 that was filed
with the Securities and Exchange Commission.

Members of the Audit Committee:
Wayne A. Henry, Jr.
Donald H. Alexander
Charles H. Hunter (advisory member)
Suzanne E. Dotson (advisory member)

INDEPENDENT AUDITORS

BKD, LLP has served as independent auditor of the Company since 1989. Such
services include the audit of the financial statements of the Company for the
fiscal year ending on such date, review of the Company's quarterly financial
statements during that period and other appropriate services. A member of BKD,
LLP will attend the annual meeting and will have the opportunity to make a
statement if desired. Such member will also be available to respond to
appropriate questions from the stockholders.

INDEPENDENT AUDITOR FEE INFORMATION

2005 2004
---- ----
(dollars in
thousands)

Audit fees $ 98 $105
Audit-Related fees 7 6
Tax fees 23 35
All other fees 16 8
---- ----
Total $144 $154
==== ====

Audit fees include amounts the Company paid to BKD, LLP for the audits of the
Company's annual financial statements and reviews of the financial statements
included in the quarterly reports on Form 10-Q. Audit-Related fees include fees
for the audit of the Company's profit-sharing plan. Tax fees include fees paid
for the preparation and review of the Company's state and federal tax returns
and tax advice. All other fees include fees for the examination of the Company's
Trust Department and fees paid other permitted advisory services. The Audit
Committee has considered and found that the provision of services by BKD, LLP
covered above is compatible with maintaining their independence. During 2005,
91% of the total fees disclosed in the Independent Auditor Fee Information table
were specifically approved by the Audit Committee.

The Audit Committee has adopted the following guidelines regarding the
engagement of the Company's independent auditor to perform services for the
Company:

For audit services, the independent auditor provides the Audit Committee with a
fee proposal and engagement letter during the first quarter of the year
outlining the scope of the audit services proposed to be performed during the
fiscal year. If agreed to by the Audit Committee, the engagement letter is
formally accepted by the Audit Committee.

For non-audit services, Company management submits to the Audit Committee for
approval significant non-audit services that it recommends the Audit Committee
engage the independent auditor to provide for the fiscal year. Company
management and the independent auditor will each confirm to the Audit Committee
that each non-audit service recommended is permissible under all applicable
legal requirements.

EXECUTIVE COMPENSATION

The Summary Compensation Table below provides summary information concerning
compensation that we paid or accrued during 2005, 2004 and 2003 to or on behalf
of our Chief Executive Officer and the four other highest paid executive
officers whose salary and bonus for 2005 was in excess of $100,000. None of our
executive officers have employment contracts assuring continued employment.

TOTAL COMPENSATION
-------------------------------------------------------------------------
ANNUAL COMPENSATION (1) LONG-TERM COMPENSATION AWARDS
------------------------------------ ----------------------------------
OTHER RESTRICTED SECURITIES ALL
ANNUAL STOCK UNDERLYING OTHER
NAME AND PRINCIPAL POSITIONS YEAR SALARY BONUS COMP.(2) AWARDS (3) OPTIONS COMP.(4)
---------------------------- ---- -------- ------- -------- ---------- ---------- --------

Robert D. Regnier............................ 2005 $248,800 $27,680 $-- $54,000 -- $26,704
President, Chief Executive Officer and 2004 248,800 -- -- 43,200 -- 23,293
Chairman of the Board of Directors of 2003 239,200 80,000 -- 54,000 -- 24,126
Blue Valley; Chief Executive Officer and
Director of the Bank

Mark A. Fortino.............................. 2005 $128,000 $27,680 $-- $18,000 -- $14,371
Chief Financial Officer of Blue Valley; 2004 119,000 -- -- 14,400 -- $17,739
Senior Vice President and Chief Financial 2003 114,400 45,000 -- 18,000 -- 22,412
Officer of the Bank

Ralph J. Schramp............................. 2005 $111,000 $27,680 $-- $18,000 -- $11,877
Senior Vice President - Commercial 2004 105,000 -- $-- $14,400 -- $13,706
Division of the Bank 2003 93,600 35,000 -- 18,000 -- 6,330

Sheila C. Stokes............................. 2005 $115,000 $27,680 $-- $18,000 -- $12,407
Senior Vice President - Retail Division of 2004 $105,000 $ -- $-- $14,400 -- $16,207
the Bank 2003 93,600 45,000 -- 18,000 -- 14,907

Gary L. Sherrer (5).......................... 2005 $125,000 $27,680 $-- $18,000 -- $ 5,047
Senior Vice President - Mortgage
Division of the Bank

- ----------
(1) The salary and bonus column does not include the cost to us of benefits
executive officers receive in addition to salary and cash bonuses. Those
amounts are included in the column "Other Annual Comp."

(2) Includes the dollar value of other annual compensation not properly
categorized as salary or bonus, including perquisites and other personal
benefits unless the aggregate amount of such compensation is the lesser of
either $50,000 or 10% of the total annual salary and bonus.

(3) During 2005, 2004 and 2003, Mr. Regnier was awarded 1,800 shares of
restricted stock and Mr. Fortino, Mr. Schramp and Ms. Stokes were each
awarded 600 shares of restricted stock. During 2005, Mr. Sherrer was
awarded 600 shares of restricted stock. Management's estimate of the fair
value of our common stock at December 31, 2005, 2004 and 2003 was $30.00
per share, $24.00 per share, and $30.00 per share, respectively.

(4) Includes the amount of the Company's contributions to our Profit Sharing
Plan and 401(k) Savings Plan.

(5) Mr. Sherrer was hired by the Company in December 2004.

Mr. Regnier, Mr. Fortino, Mr. Schramp, Ms. Stokes, and Mr. Sherrer have an oral
agreement with the Company for "at will" employment which includes the
following:

1. entitled to a salary, adjusted annually by the Board

2. participation in the annual incentive bonus program, incentive is
based upon the return on equity of the Company

3. eligible for incentive awards under the 1998 Equity Incentive Plan, as
determined by the Board

4. entitled to medical and disability insurance and other forms of
health, life and other insurance and/or benefits provided by the
Company to its employees, and

5. entitled to vacation, paid sick leave and all other employee benefits
provided by the Company to its employees.

OFFICERS' BACKGROUND

ROBERT D. REGNIER (age 57) has been a director and the President and Chief
Executive Officer of Blue Valley and the Bank since their formation in 1989. He
has also been the sole director and President and Chief Executive Officer of
Blue Valley Investment Corporation since its formation in 1995, and of Blue
Valley Building Corp. since its formation in 1994. Prior to forming Blue Valley,
Mr. Regnier held various managerial positions with Boatmen's Bank and Trust and
Boatmen's First National Bank of Kansas City. Mr. Regnier has nearly 30 years of
experience in a number of banking areas, including lending, investments,
personnel, administration, trust, operations, new business development and
mergers.

MARK A. FORTINO (age 39) has been Chief Financial Officer and/or Treasurer of
Blue Valley, Blue Valley Investment Corporation and Blue Valley Building Corp.,
and Senior Vice President and Chief Financial Officer of the Bank since May
1998. As such, he is responsible for oversight of all financial reporting and
analysis for Blue Valley, as well as oversight of operations, human resources,
compliance, internal audit, loan review, information technology and
administration. Mr. Fortino also serves on the Technology, Asset/Liability
Management and Work-Life Committees of the Bank. Mr. Fortino is a certified
public accountant, and for ten years prior to joining Blue Valley served in
various positions, including Audit Manager, at Baird, Kurtz & Dobson (now BKD,
LLP), a public accounting firm in Kansas City, Missouri. His prior experience
includes bank consulting and auditing, bank mergers and acquisitions, public
securities offerings and periodic SEC reporting. Mr. Fortino is a member of the
Missouri Society of CPAs and the American Institute of CPAs. Mr. Fortino is also
Treasurer and serves on the Finance Committee of the Girl Scouts of Midcontinent
Council and is the chairman of the University of Kansas Accounting and
Information Systems Advisory Board.

RALPH J. SCHRAMP (age 56) joined the Bank in 2002 and is currently Senior Vice
President - Commercial Lending and Business Development. In this capacity, he is
responsible for managing and directing the commercial credit sales efforts at
all Bank locations. Mr. Schramp has over 28 years of banking experience in Iowa,
Missouri, and Kansas. He began his banking career with Davenport Bank & Trust
Company, Davenport, Iowa in 1972 to 1976. He served in several capacities with
United Missouri Bank beginning in 1976, including President & CEO of United
Missouri Bank of Blue Springs, Missouri from 1979 to 1983. He served as Senior
Commercial Loan Officer at MidAmerican Bank & Trust Company, Roeland Park,
Kansas from 1984 to 1986 and President and CEO of Truman Bank and Trust Company,
Grandview, Missouri from 1986 to 1993. After holding lending and business
development positions from 1993 to 1999 with Mercantile Bank, Kansas City,
Missouri and Community Bank, Prairie Village, Kansas, Mr. Schramp spent three
years as Vice President of Finance & Administration for a manufacturing company
in Grandview, Missouri.

SHEILA C. STOKES (age 44) has been with the Bank since 2001 as Senior Vice
President heading the Bank's Retail Division. Ms. Stokes is responsible for all
Retail sales and activities, Private Banking, Call Center, Consumer Lending,
Marketing, and Signature Financial Services. Ms. Stokes has been employed in
banking for twenty years with experience as a Personal Banker, Banking Center
Manager and Regional Sales Manager. Most recently, she was Vice President,
Regional Sales Manager at Bank of America, Kansas City from 1997 to 2001.
Previously, she had served as Assistant Vice President, Banking Center Manager,
Bank of America, Kansas City from 1991 to 1996, Assistant Cashier, Assistant
Banking Center Manager, Bank of America from 1985 to 1990.

GARY L. SHERRER (age 65) joined the Bank in December 2004 as Senior Vice
President and leads our Mortgage Division. In that role, Mr. Sherrer is in
charge of all mortgage activities including origination, operations,
underwriting and secondary market activities. Mr. Sherrer has spent most of his
professional career in banking, including serving as a senior officer in Kansas'
largest bank holding company. His banking service was interrupted by 8 years of
public service during which he served as Lieutenant Governor and Secretary of
Commerce for the State of Kansas. Mr. Sherrer also serves on the boards of
Citizens for Higher Education, Liberty Memorial and KCPT-Public Television.

EXERCISES OF STOCK OPTIONS

The following table sets forth information with respect to the executive
officers identified in the prior table concerning the exercise of options during
2005, and unexercised options held as of December 31, 2005.

AGGREGATED OPTION EXERCISES IN 2004 AND
2004 YEAR-END OPTION VALUES

Number of Number of Securities Value of Unexercised In-the
Shares Underlying -Money Options
Acquired Unexercised Options at Year-End: at Year-end (1):
Through Value -------------------------------- ---------------------------
NAME Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- --------- -------- ----------- ------------- ----------- -------------

Robert D. Regnier.... -- -- -- -- $ -- $--
Mark A. Fortino...... 8,400 68,400 -- -- $ -- $--
Ralph Schramp........ -- -- 600 -- $ 3,000 $--
Sheila Stokes........ -- -- 6,400 -- $54,000 $--

- ----------
(1) Shares of the Company's common stock are traded on the Over-The-Counter
Bulletin Board; however, there were no trades on December 31, 2005.
Management's estimate of the fair value of our common stock at December 31,
2005 was $30.00 per share based upon the last trade of 2005 which occurred
on December 28, 2005.

DIRECTOR COMPENSATION

We pay each of our non-employee directors a fee of $1,500 for each meeting of
our board of directors, and a fee of $350 for each committee meeting that they
attend. Directors are also eligible to receive stock options, restricted stock
and deferred share unit grants under our 1998 Equity Incentive Plan. In 2005,
each non-employee director of the Company received 600 shares of our restricted
stock. Mr. Regnier received 1,800 shares of restricted stock.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

All of our executive officers and employees are employed by the Bank and do not
receive separate compensation for positions held with the Company, Blue Valley
Investment Corporation., or Blue Valley Building Corp. Executive compensation is
determined jointly by the full boards of directors of the Company and the Bank.
During 2005, Robert D. Regnier, who is a director of the Company and the Bank
and President and Chief Executive Officer of the Company and the Bank as well,
as Mark A. Fortino, who is Chief Financial Officer of the Company and Senior
Vice President and Chief Financial Officer of the Bank, participated in the
deliberations of the boards of directors of the Company and the Bank concerning
executive compensation for employees other than themselves. There are no other
reportable compensation committee interlocks or insider participation matters.

BOARD REPORT ON EXECUTIVE COMPENSATION

The Company seeks to attract and retain highly-qualified executive officers and
compensate them accordingly to maximize short-term and long-term benefits to the
Company and its stockholders. To accomplish this goal, the total compensation of
the Company's executive officers includes base compensation as well as incentive
compensation in the form of cash bonuses and equity incentive grants. When
determining the appropriate level of executive compensation, including that for
the CEO, the boards of directors consider factors such as compensation surveys
and research data, duties performed by each executive and the level of
performance of each executive's department(s) and/or area(s) of responsibility,
as well as the overall performance of the Company.

BOARD OF DIRECTORS OF THE COMPANY AND THE BANK

Name Age Positions
- ---- --- --------------------------------------

Directors of Blue Valley Ban Corp.

Robert D. Regnier.................. 57 President, Chief Executive Officer
and Chairman of the Board of Directors
of Blue Valley; President, Chief
Executive Officer and Chairman of the
Board of Directors of the Bank
Donald H. Alexander................ 67 Director of Blue Valley and the Bank
Michael J. Brown................... 49 Director of Blue Valley
Wayne A. Henry, Jr................. 53 Director of Blue Valley
Thomas A. McDonnell................ 60 Director of Blue Valley

Additional Directors of the Bank

Harvey S. Bodker................... 70 Director of the Bank
Suzanne E. Dotson.................. 59 Director of the Bank
Charles H. Hunter.................. 63 Director of the Bank

PROPOSAL # 1: ELECTION OF DIRECTORS

The Company's directors are divided into three classes as nearly equal in number
as the total number of directors constituting the entire Board permits. At each
annual meeting of stockholders, the directors of each class are elected to serve
a three-year term, and continue to hold office until their successors are
elected and qualified. Two Class III Directors are to be elected at the Annual
Meeting and each will serve until expiration of their three-year terms at the
Company's 2009 Annual Meeting of Stockholders or until their successor shall be
elected and qualified. The persons named in the accompanying Proxy will vote the
shares represented by the Proxy for the election of the following:

NOMINEES FOR ELECTION

Class III Directors: Terms expiring in 2009

COMPANY
DIRECTOR
NAME AGE POSITION WITH THE COMPANY SINCE
- ---- --- --------------------------------------- --------

Robert D. Regnier 57 President, Chief Executive Officer and 1989
Chairman of the Board of Directors of
the Company; President, Chief Executive
Officer and Chairman of the Board of
Directors of the Bank
Thomas A. McDonnell 60 Director of the Company 1996

ROBERT D. REGNIER has been a director and the President and Chief Executive
Officer of Blue Valley and the Bank since their formation in 1989. He has also
been the sole director and President and Chief Executive Officer of Blue Valley
Investment Corporation. since its formation in 1995, and of Blue Valley Building
Corp. since its formation in 1994. Prior to forming Blue Valley, Mr. Regnier
held various managerial positions with Boatmen's Bank and Trust and Boatmen's
First National Bank of Kansas City. Mr. Regnier has nearly 30 years of
experience in a number of banking areas, including lending, investments,
personnel, administration, trust, operations, new business development and
mergers.

THOMAS A. MCDONNELL has been a director of Blue Valley since 1996. Mr. McDonnell
has served as the Chief Executive Officer of DST Systems, Inc. in Kansas City,
Missouri since 1984, as President since 1973 (except for a 30-month period from
October 1984 to April 1987) and as a director of DST since 1971. DST Systems,
Inc. is a provider of information processing and software services to the
financial services and other industries. Mr. McDonnell is also a director of
Kansas City Southern, Euronet Worldwide, Inc., Commerce Bancshares, Inc., and
Garmin LLC.

The Board of Directors recommends a vote "FOR" the election of Mr. Regnier and
Mr. McDonnell.

DIRECTORS WHO WILL CONTINUE IN OFFICE

Class I Director: Term expiring in 2007

COMPANY
DIRECTOR
NAME AGE POSITION WITH THE COMPANY SINCE
- ---- --- ------------------------- --------

Wayne A. Henry, Jr. 53 Director of the Company 1992
Michael J. Brown 49 Director of the Company 2005

Class II Director: Term expiring in 2008

COMPANY
DIRECTOR
NAME AGE POSITION WITH THE COMPANY SINCE
- ---- --- ------------------------- --------

Donald H. Alexander 67 Director of the Company 1992
and of the Bank

Below we have provided information regarding the principal occupations and
business experience of each director of the Company named above. Unless
otherwise indicated, each person has held the indicated positions for at least
the past five years. Except as otherwise indicated below, there are no
reportable family relationships among our directors and executive officers.

WAYNE A. HENRY, JR. has been a director of Blue Valley since 1992. Mr. Henry has
also been the President and Treasurer and a director of Personal Financial
Designs, Inc. in Holden, Missouri, a registered investment advisory firm
providing portfolio management and financial planning services, since 1986. Mr.
Henry is a licensed financial planning practitioner and has served on the board
of directors of the Kansas City Chapter of the International Association of
Financial Planning and as President and Chairman of the Heart of America Society
of the Institute of Certified Financial Planners.

MICHAEL J. BROWN was nominated and approved by the Board as a director of the
Company in August 2005. Mr. Brown has served as the Chairman and Chief Executive
Officer of Euronet Worldwide, Inc. since its formation in 1994. Euronet
Worldwide is a multinational company with a diverse product and service offering
that enables financial institutions to offer secure electronic financial
transactions at any time and place.

DONALD H. ALEXANDER has been a director of the Company and member of its Audit
Committee since 1992. Mr. Alexander has also been a director of the Bank since
its formation in 1989. Mr. Alexander is a private investor with a background in
commercial banking. In addition to his positions with Blue Valley and the Bank,
Mr. Alexander has also been Chairman of Ventaire Corporation in Tulsa, Oklahoma,
a metal fabrication company, since 1989; Chairman of Tulsa Power, LLC in Tulsa,
Oklahoma, a machinery fabrication company, since 1998; Chairman of Huebert
Fiberboard Corp. in Boonville, Missouri, a manufacturing company, since 1996;
and President and director of Alexander & Associates, Inc. in Kansas City,
Missouri, a private investment company, since 1987.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Bank periodically makes loans to our executive officers and directors, the
members of their immediate families and companies that they are affiliated with.
As of December 31, 2005, the Bank had aggregate loans outstanding to such
persons of approximately $12.3 million, which represented 26.59% of our
stockholders' equity of $46.1 million on that date. These loans:

- were made in the ordinary course of business;

- were made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable
transactions with other persons; and

- did not involve more than the normal risk of collectibility or present
other unfavorable features.

COMMUNICATIONS WITH THE BOARD

Individuals may communicate directly with any member of the Board of Directors
or any individual chairman of a committee of the Board of Directors by writing
directly to those individuals at the following address:

Blue Valley Ban Corp.
11935 Riley
Overland Park, KS 66213

Communications that are intended for the non-management independent directors
generally should be marked as such. The Company's general procedure is to
forward, and not to intentionally screen, any mail received at the Company's
corporate office unless the Company believes the communication may pose a
security risk.

OTHER MATTERS

The Board of Directors knows of no matters expected to be presented for
consideration at the Annual Meeting that are not described herein. However, if
other matters properly come before the meeting, persons named in the
accompanying form of proxy may vote thereon in accordance with their best
judgment.

COMPLIANCE WITH EXCHANGE ACT FILING REQUIREMENTS

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires every director and officer and each person owning directly or
indirectly more than 10% of any class of equity security which is registered
pursuant to Section 12 of the Exchange Act, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Because the
Company's equity securities are not registered pursuant to Section 12 of the
Exchange Act, such beneficial ownership reporting requirements are not
applicable.

STOCKHOLDER PROPOSALS FOR THE 2007 ANNUAL MEETING OF STOCKHOLDERS

PROPOSALS IN THE COMPANY'S PROXY STATEMENT

2007 Stockholder proposals submitted for inclusion as a stockholder proposal in
the Company's proxy materials for the 2007 Annual Meeting of Stockholders must
be received by the Company at its principal executive office at 11935 Riley,
Overland Park, Kansas 66225 no later than December 21, 2006.

PROPOSALS TO BE INTRODUCED AT THE ANNUAL MEETING BUT NOT INTENDED TO BE INCLUDED
IN THE COMPANY'S PROXY STATEMENT

Pursuant to the advance notice provision of the Company's Articles of
Incorporation, a stockholder intending to introduce any proposal at the 2007
Annual Meeting of Stockholders (including a proposal to nominate a director),
but not intending the proposal to be included in the Company's proxy materials,
must give notice to the Company's Secretary no later than December 21, 2006.

By Order of the Board of Directors

/s/ Robert D. Regnier
----------------------------------------
Chairman of the Board and
Chief Executive Officer

April 10, 2006

PROXY PROXY

BLUE VALLEY BAN CORP

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PLEASE FILL IN, DATE AND SIGN PROXY AND RETURN
IN THE ENCLOSED PREPAID ENVELOPE PROMPTLY

The undersigned hereby constitutes and appoints Patricia L. Day and Mark A.
Fortino, and each or any of them, the attorneys and proxies of the undersigned,
each with the power of substitution, to attend and act for the undersigned at
the Annual Meeting of Stockholders of Blue Valley Ban Corp to be held at the
Bank of Blue Valley banking center located at 13401 Mission Road (135th and
Mission Road), Leawood, Kansas 66209, on Wednesday, May 10, 2006, at 5:45 p.m.
and at any adjournments or postponements thereof, and in connection therewith to
vote all of the shares of Blue Valley Ban Corp's common stock which the
undersigned would be entitled to vote, as set forth below. This proxy revokes
all prior proxies given by the undersigned.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS SET FORTH BELOW.

PROPOSAL 1: ELECTION OF DIRECTORS - NOMINEES ARE: ROBERT D. REGNIER AND THOMAS
A. MCDONNELL.

[ ] FOR NOMINEES [ ] WITHHOLD AUTHORITY FOR NOMINEES

[ ] FOR ALL EXCEPT:
-------------------------------------------------------

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT PERSON'S NAME ON THE LINE ABOVE.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE CHOICES SPECIFIED BY THE
UNDERSIGNED ON THIS PROXY. IF NO INSTRUCTIONS TO THE CONTRARY ARE INDICATED
HEREON, THIS PROXY WILL BE TREATED AS A GRANT OF AUTHORITY TO VOTE FOR THE
NOMINEES FOR DIRECTOR AND ACCORDING TO THE DISCRETION OF THE PROXY HOLDERS ON
ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.

NO PROPOSAL IS CONDITIONED UPON THE APPROVAL OF ANY OTHER PROPOSAL.

Receipt of Notice of Meeting and Proxy Statement is hereby acknowledged.

Dated: , 2006
--------------

Signature:
--------------------------

Important: Please date this Proxy; sign exactly as your name(s) appear hereon.
When signing as joint tenants, all parties to the joint tenancy should sign.
When signing the Proxy as attorney, executor, administrator, trustee or
guardian, please give full title as such.