BXXX Brooke Corp (MM)

Item 1.01—Entry into a Material Definitive Agreement

On September 13, 2007, Bank of the West, a California banking corporation, and Brooke Savings Bank, a federal savings bank and a wholly-owned subsidiary of Brooke Corporation, a Kansas corporation (the “Company”) (NASDAQ: BXXX), announced a definitive agreement (the “Purchase Agreement”) for Brooke Savings Bank to purchase (the “Purchase”) approximately $8 million in loans and $103 million in deposits. Brooke Savings Bank has agreed to pay a deposit premium of between $2.7 and $3.3 million. A copy of the press release announcing these matters is attached as Exhibit 99.1 to this Form 8-K.

These assets and deposits were acquired by referral from a network of contractual agents in Kansas. In 2005, Bank of the West acquired Commercial Federal Bank, a $10.4 billion-asset, 205-branch savings bank operating in seven states, which had acquired the Kansas agent network in its merger with Railroad Savings Bank. The agent network currently consists of Kansas-based bank agents that refer deposit and loan business to Bank of the West, which has 25 branches in the state.

The Purchase is expected to close within 150 days and is subject to regulatory approval and standard closing conditions. The Purchase Agreement contains certain termination rights for both Bank of the West and Brooke Savings Bank in certain circumstances.

The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which is filed as Exhibit 2.1, hereto and incorporated herein by reference.

The Purchase Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Bank of the West and Brooke Savings Bank. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Bank of the West and Brooke Savings Bank or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be reflected fully in the Company’s public disclosures.

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