Brooke Corporation Agrees To Acquire Controlling Interest In First American Capital Corporation

(Friday, October 06, 2006) - Brooke Corporation
(NASDAQ: BXXX) today announced that it has entered into a definitive
agreement to acquire 55 percent of the common stock of First American Capital
Corporation for $3 million in cash and future performance-related
consideration. The closing of the transaction is subject to regulatory
approvals and standard closing conditions, and is expected to occur during
the fourth quarter of this year.

First American Capital Corporation is a public company with headquarters in
Topeka, Kan., and more than 4,000 shareholders. Its primary subsidiary is
First Life America Corporation, a Kansas domiciled life insurance company
that offers life insurance and annuity products. It also owns First Life
Brokerage, Inc., a broker of life, health, disability and annuity products
underwritten by insurance companies other than First Life America.

Robert D. Orr, chairman and chief executive officer of Brooke, stated, "We
are excited about the opportunities that the acquisition of this ownership
interest in First American Capital brings to Brooke, to Brooke franchisees,
and to First American Capital. For Brooke and the independent Brooke
franchisees, it represents the continuation of a strategy to leverage our
relationship to provide additional products and services that complement the
standard property and casualty insurance policies our franchisees currently
offer. In this respect, the rationale supporting this acquisition is the same
rationale behind our proposed acquisition of Generations Bank."

Orr added, "We also believe that our franchise network and our Internet-
based management system offers First Life America and First Life Brokerage
opportunities to significantly expand their distribution networks for their
insurance and annuity products. As a public company, First American Capital
has better access to the capital required to help support the premium growth
anticipated to result from these expanded networks."

Although Brooke and First American Capital expect the synergies between them
to produce long-term results, First American Capital's operations are
expected to have minimal impact on Brooke Corporation's overall consolidated
2006 and 2007 annual earnings.

The definitive agreements provide for Brooke to initially acquire at closing
for a price of $2,552,132 approximately 46.8 percent of First American
Capital's then outstanding common stock and a warrant to purchase additional
common stock that, when exercised, will increase the aggregate ownership to
approximately 55 percent of such common stock on a fully diluted basis. The
warrant is exercisable at a price of $447,818 after First American Capital's
Articles of Incorporation are amended by its shareholders to increase its
authorized shares of common stock to 25 million shares and its authorized
shares of preferred stock to 1,550,000 shares. The amendment will also reduce
the common stock's par value per share from $0.10 to $0.01.

As a part of the transaction, Brooke's brokerage subsidiary will agree not to
engage in any new managing general agent loan brokerage business after the
closing and to then provide support and assistance to First Life Brokerage to
enable it to thereafter conduct that business. In addition to cash
consideration of $3 million for the shares of common stock, the agreements
provide that Brooke shall pay to First American Capital up to $6 million as
additional consideration for such shares if $6 million of pretax profits are
not generated over a three-year period by the life insurance brokerage
subsidiary in accordance with a specified schedule.

Among other things, the agreements also provide for obligations regarding the
future listing of First American Capital common stock on a national stock
exchange and a related 3-for-1 reverse stock split; a modified "Dutch
Auction" style tender offer by First American Capital for $500,000 of
outstanding shares of First American Capital common stock, subject to certain
adjustments; certain human resources, accounting, compliance and
communications services to be provided by Brooke to First American in
exchange for a fee; Brooke's limited support of First American Capital's
capital budget for three years after closing; certain limitations on Brooke's
ability to transfer its First American Capital common stock during that
three-year period; and the formation of a committee of independent directors
of First American Capital's Board of Directors for a limited term to approve
or disapprove certain specified types of actions and transactions.

About our company... Brooke Corporation is listed on the Nasdaq National
Market under the symbol "BXXX." Brooke Corporation is a holding company with
three operating subsidiaries. Brooke Franchise Corporation is a subsidiary
that distributes insurance and financial services through a network of over
650 franchise locations. Brooke Credit Corporation is a subsidiary that
originates loans to insurance agencies and other businesses that sell
insurance or financial services, including Brooke franchisees. Brooke
Brokerage Corporation is a subsidiary that brokers hard-to-place insurance
and offers other services that complement the standard property and casualty
insurance polices Brooke franchisees typically sell. For more information, go
to http://www.brookecorp.com/ .

E-mail Distribution... To receive electronic press alerts, visit the Brooke
Corporation Media Room at http://brookecorp.mediaroom.com/ and subscribe to
our e-mail alerts online through the Get the News link.

This press release contains forward-looking statements. All forward- looking
statements involve risks and uncertainties, and several factors could cause
actual results to differ materially from those in the forward-looking
statements. The following factors, among others, could cause actual results
to differ from those indicated in the forward-looking statements: the
uncertainties that all regulatory approvals will be obtained, that all
closing conditions will be met, that the closing of the transaction will
occur, and that any closing will occur when expected; the uncertainty that
plans relating to the Company's relationship with First American Capital
Corporation and the acquisition will be successfully implemented; the
uncertainty that the parties to the transaction will be successful in listing
First American Capital Corporation's common stock on a national stock
exchange; the uncertainty as to the effect of the potential acquisition on
the Company's earnings; the uncertainty that the Company or First American
Capital Corporation will achieve short-term and long-term profitability and
growth goals, uncertainties associated with market acceptance of and demand
for the products and services of the Company or First American Capital
Corporation, the impact of competitive products and pricing, the dependence
on third-party suppliers and their pricing, the ability of the parties to the
transaction to meet product demand, the availability of capital and funding
sources, the exposure to market risks, uncertainties associated with the
development of technology, changes in the law and in economic, political and
regulatory environments, changes in management, the dependence on
intellectual property rights, the effectiveness of internal controls, and
risks and factors described from time to time in reports and registration
statements filed by Brooke Corporation with the Securities and Exchange
Commission. A more complete description of Brooke's business is provided in
Brooke Corporation's most recent annual, quarterly and current reports, which
are available from Brooke Corporation without charge or at http://www.sec.gov/
.

WITH RESPECT TO THE PROPOSED ISSUER TENDER OFFER FOR FIRST AMERICAN CAPITAL
CORPORATION (FACC) COMMON STOCK DESCRIBED ABOVE, THIS PRESS RELEASE IS FOR
INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF
AN OFFER TO SELL ANY SECURITIES OF FACC. THE SOLICITATION AND THE OFFER TO BUY
SHARES OF FACC COMMON STOCK WILL BE MADE ONLY PURSUANT TO AN OFFER TO PURCHASE
AND RELATED MATERIALS THAT FACC INTENDS TO FILE WITH THE SECURITIES AND
EXCHANGE COMMISSION. FACC STOCKHOLDERS AND OTHER INVESTORS SHOULD READ THESE
MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE
TERMS AND CONDITIONS OF THE OFFER. ONCE FILED, FACC STOCKHOLDERS AND OTHER
INVESTORS WILL BE ABLE TO OBTAIN COPIES OF THE TENDER OFFER STATEMENT ON
SCHEDULE "TO," THE OFFER TO PURCHASE AND RELATED DOCUMENTS WITHOUT CHARGE
FROM THE SECURITIES AND EXCHANGE COMMISSION THROUGH THE COMMISSION'S WEBSITE
AT http://www.sec.gov/ . FACC STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO
READ CAREFULLY THOSE MATERIALS PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO
THE PROPOSED OFFER.

For More Infromation Please contact:
Anita Larson
Phone: 913-661-0123
Email: larsa@brookecorp.com

View all Brooke Press Releases

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