Brooke Corporation And First American Capital Corporation Close Stock Transaction

(Friday, December 08, 2006) - Brooke Corporation (NASDAQ: BXXX), and First American Capital Corporation
today announced the closing of Brooke's acquisition of approximately 46.8
percent of FACC's outstanding common stock and a warrant to purchase
additional FACC common stock that, when exercised, will increase Brooke's
aggregate ownership to approximately 55 percent of FACC common stock on a
fully diluted basis. Brooke paid $2,552,182 in cash for the stock and
warrant, and will pay an additional $447,818 to FACC upon exercise of the
warrant, for total cash consideration of $3 million. The definitive agreement
between the parties also requires Brooke to pay up to $6 million in additional
consideration to FACC should First Life Brokerage Inc., a wholly owned FACC
subsidiary, not meet a three-year, $6 million pretax profit goal in
accordance with a schedule set forth therein. First Life Brokerage will now
operate a managing general agent loan brokerage business with support and
assistance from the brokerage subsidiary of Brooke.

"We are excited to have closed this transaction in order to begin our offer
of life insurance and annuity products though an expanded network of agents
and brokers that will include Brooke's independent franchisees," said Robert
Orr, Brooke Corporation's chief executive officer. "We look forward to
working with the First American team and our franchisees to provide more
innovative, high-quality products and services to more customers."

"Brooke's distribution network, Internet-based management system and support
services will allow us to focus on enhancing premium growth, product
offerings and customer service," said John Van Engelen, chief executive
officer of FACC. "We appreciate this opportunity to work with Brooke to grow
our life insurance business and the managing general agent loan brokerage
business that Brooke developed and First Life Brokerage will now operate."

The closing occurred after the Kansas Insurance Department approved Brooke's
acquisition of control of First Life America Corporation, FACC's wholly owned
life insurance subsidiary, and the satisfaction of other closing conditions.

The warrant acquired by Brooke at closing becomes exercisable after FACC'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. A special meeting
of FACC shareholders is expected to be held in January 2007, following
issuance of a notice of the meeting and an information statement related to
the meeting. Executed proxies representing a majority of FACC shares and
directing votes in favor of the proposals to be submitted at the special
meeting were delivered at closing. Brooke expects to exercise the warrant as
soon as practicable after the amendment becomes effective.

Pursuant to the agreements, FACC shareholders will also be asked to approve
at the special meeting a 3-for-1 reverse stock split by which each three
shares of outstanding common stock will be reverse split into one share of
common stock. The reverse split is expected to occur after Brooke's exercise
of the warrant in 2007. In addition, Brooke and FACC have agreed to seek
listing of the FACC common stock on the American Stock Exchange or the Nasdaq
Capital Market. Further, Brooke and FACC have agreed that, subject to
adjustment, up to $500,000 of FACC's net cash proceeds from the transaction
will be used to repurchase shares of FACC stock through a modified Dutch
auction tender offer, to be commenced within three months after the closing.

FACC intends to use remaining net cash proceeds from the transaction and
profits realized by First Life Brokerage from its new loan brokerage business
to fund the expansion of the life insurance business of First Life America and
the brokerage business of First Life Brokerage, and for general corporate
purposes.

Among other things, the agreements also provide for the provision by Brooke
of certain human resources, accounting, compliance, communications and
administrative support services to FACC in exchange for a fee; Brooke's
limited support of FACC's capital plan for three years after closing; certain
limitations on Brooke's ability to transfer its FACC common stock during that
three-year period; and the formation of a committee of independent directors
of FACC's Board of Directors for a limited term to approve or disapprove
certain specified types of actions and transactions.

About Brooke Corporation ... Brooke Corporation is listed on the Nasdaq
Global 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 700 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/ .

About First American Capital Corporation ... First American Capital
Corporation is a Topeka, Kansas based financial services company founded in
1997. It is the parent company of First Life America Corporation, which
sells innovative customer-driven life insurance and annuity products in eight
states throughout the Midwest and First Life Brokerage, Inc., which brokers
life, health, disability and annuity products underwritten by insurance
companies other than First Life America, as well as loans for general
insurance agencies specializing in hard-to-place insurance sales.

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
uncertainty that plans relating to the relationship between Brooke
Corporation and First American Capital Corporation and the transaction 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, uncertainties
associated with the use of proceeds from this transaction or any profits
generated from business operations, the uncertainty as to the effect of the
transaction on the companies' respective earnings, the uncertainty that
Brooke Corporation 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 Brooke Corporation or First American Capital Corporation, the impact of
competitive products and pricing, the dependence by the parties to the
transaction 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 and/ or First American
Capital Corporation with the Securities and Exchange Commission. More
complete descriptions of the businesses of Brooke Corporation and First
American Capital Corporation are provided in their most recent annual,
quarterly and current reports, which are available from the companies 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.

SOURCE: Brooke Corporation

CONTACT: Anita Larson of Brooke Corporation, larsa@brookecorp.com or
+1-913-661-0123, or Harland Priddle of First American Capital Corporation,
hpriddle@firstlifecorp.com or +1-866-211-0811

Web site: http://www.brookecorp.com/

View all Brooke Press Releases

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