**Exhibit 10.29****STOCK PLEDGE AND SECURITY AGREEMENT**     **BROOKE CAPITAL CORPORATION**, a Kansas corporation (“**Debtor**”), for valuable consideration, thereceipt and sufficiency of which is hereby acknowledged, hereby grants to **BROOKE CAPITAL ADVISORS,INC.**, a Kansas corporation, (“**Secured Party**”), a lien upon and security interest in the propertydescribed in **Exhibit A**attached hereto and by this reference made a part hereof (“**Collateral**”),effective this 31st day of December, 2008.     This **Stock Pledge and Security Agreement**(“**Pledge Agreement**”) is entered into to securepayment of Debtor’s loan (“**Loan**”) in the amount of **TWELVE MILLION THREE HUNDRED EIGHTY-TWO THOUSANDDOLLARS**(**$12,382,000.00**), with interest, as evidenced by a Note of even date herewith and otherLoan Documents including, but not limited to, the Commercial Loan Agreement, the Note, this PledgeAgreement, the Guaranty, and any other loan documents to secure performance by Debtor of itsobligations under the Note and other loan documents (hereinafter referred to as the “**Obligations**”).     Incident thereto, Debtor agrees with Secured Party as follows:     **1. DEBTOR’S COVENANTS, WARRANTIES AND REPRESENTATIONS.**Debtor covenants, warrants andrepresents that:          (a) The security interest granted to Secured Party in the Collateral shall constitute a firstlien, and that Debtor is the lawful owner of such Collateral and has good right to pledge, sell,assign, co-sign, transfer and create a security interest in the same;          (b) The Collateral shall continue to be free from any pledges, liens, encumbrances andsecurity interests or other claims in favor of others and that Debtor will warrant and, at SecuredParty’s request, defend the same from all claims and demands of all persons;          (c) Debtor shall pay all costs necessary to obtain, preserve, and enforce this securityinterest and preserve the Collateral, including, but not limited to, taxes, assessments, insurancepremiums, reasonable attorneys’ fees and legal expenses; and          (d) Immediately upon Debtor’s completion of its acquisition of Delta Plus Holdings, Inc., theholding company that owns one hundred percent (100%) of Traders Insurance Company and one hundredpercent (100%) of Traders Insurance Connection, the Managing General Agency associated withTraders Insurance Company, Debtor shall cause to have executed an amendment to Exhibit A to includeas Collateral one hundred percent (100%) of Debtor’s right, title and interest in Delta PlusHoldings, Inc., Traders Insurance Company, and Traders Insurance Connection.
 

 
     **2. COMPLIANCE WITH LAWS.**Upon request and as instructed by Secured Party, Debtor agrees tocomply with the requirements of all applicable state and federal laws in order to grant SecuredParty a valid lien upon, and a security interest in, the Collateral described herein, or which maybe described in any amendment supplementary hereto. Secured Party shall retain physical possessionof any certificates or documents evidencing Debtor’s ownership of the Collateral.     **3. FINANCIAL CONDITION.**Debtor shall furnish Secured Party with any information on theCollateral, the Obligations, the financial condition of Debtor any information relating to theCollateral or other assets reasonably requested by Secured Party.     **4. RIGHT OF INSPECTION.**Debtor shall allow Secured Party to inspect the Collateral andinspect and copy all records relating to the Collateral and the Obligations at all reasonable timesupon reasonable notice.     **5. MAINTENANCE OF SECURITY INTEREST.**Debtor shall sign any papers furnished by Secured Partythat are necessary to obtain and maintain this first priority security interest.     **6. REQUIRED NOTIFICATION**. Debtor shall promptly notify Secured Party of any loss, damage, orother such change in or to the Collateral or in any fact or circumstance warranted or representedby Debtor in this Pledge Agreement or any loan document furnished to Secured Party, or if any Eventof Default occurs.     **7. EVENT OF DEFAULT.**The occurrence of any of the following shall constitute an Event ofDefault under this Pledge Agreement: (a) any default under the Note or the Loan Agreement, or anyother Loan Documents; (b) any default in the payment or performance of any obligation and theexpiration, waiver or termination of Debtor’s cure rights applicable thereto (if any), or anydefined event of default and expiration, waiver or termination of Debtor’s cure rights applicablethereto (if any), under (i) any contract or instrument evidencing any Obligations, or (ii) anyother agreement between Debtor and Secured Party, including without limitation the Loan Agreementand Note referenced above, relating to or executed in connection with any Obligations; (c) anyrepresentation or warranty made by Debtor herein shall prove to be incorrect, false, or misleadingin any material respect when made; (d) Debtor shall fail to observe or perform any obligation oragreement contained herein; (e) any impairment of the rights of Secured Party in any Collateral, orany attachment or like levy on any property or assets of Debtor; and (f) Secured Party, in goodfaith, believes any or all of the Collateral to be in danger of misuse, dissipation, commingling,loss, theft, damage or destruction, or otherwise in jeopardy or unsatisfactory in character orvalue.     **8. REMEDIES.**          (A) Upon the occurrence of any Event of Default, Secured Party shall have the right to declareimmediately due and payable any and all Obligations securedhereby and to terminate any commitments of Secured Party to Debtor. Upon the occurrence of anyEvent of Default, Secured Party shall have all other rights, powers,
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privileges and remediesgranted to a secured party upon default under the Uniform Commercial Code or otherwise provided bylaw, including without limitation, the right (a) to contact all persons obligated to Debtor on anyCollateral and to instruct such person to deliver all Collateral directly to Secured Party, and (b)to sell, lease, license or otherwise dispose of any or all Collateral in accordance with applicablelaw and regulations. All rights, powers, privileges and remedies of the Secured Party shall becumulative. No delay, failure or discontinuance of Secured Party in exercising any right, power,privilege or remedy; nor shall any single or partial exercise of any such right, power, privilegeor remedy preclude, waive or otherwise affect any other or further exercise thereof or the exerciseof any other right, power, privilege, or remedy. Any waiver, permit, consent or approval of anykind by Secured Party of any default hereunder, or any such waiver of any provisions or conditionshereof, must be in writing and shall be effective only to the extent set forth in writing. Whilean Event of Default exists: (a) Debtor will deliver to Secured Party from time to time, asrequested by Secured Party, current lists of all Collateral; (b) Debtor will not dispose of anyCollateral except on terms approved by Secured Party; (c) Secured Party may, at any time and atSecured Party’s sole option and in accordance with applicable laws and regulations, liquidate atany time deposits pledged to Secured Party hereunder and apply the proceeds thereof to payment ofthe Obligations, whether or not said time deposits have matured and notwithstanding the fact thatsuch liquidation may give rise to penalties for early withdrawal of funds; and (d) at SecuredParty’s request, Debtor will assemble and deliver all Collateral and books and records pertainingthereto, to Secured Party at a reasonably convenient place designated by Secured Party. Debtorfurther agrees that Secured Party shall have no obligation to process or prepare any Collateral forsale or other disposition.          (B) Notwithstanding anything herein to the contrary, Secured Party acknowledges and agreesthat Secured Party shall not be entitled to vote the pledged stock of First Life America InsuranceCompany or Traders Insurance Company, or assert ownership or transfer ownership of First LifeAmerica or Traders Insurance Company until Secured Party has complied with any and all applicablelaws of Kansas and Missouri and has obtained any required regulatory approval of the KansasDepartment of Insurance and/or the Missouri Department of Insurance.     **9. DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF OBLIGATIONS**. In disposing ofCollateral hereunder, Secured Party may disclaim all warranties of title, possession, quietenjoyment and the like. Any proceeds of any disposition of any Collateral, or any part thereof,may be applied by Secured Party to the payment of expenses incurred by Secured Party in connectionwith the foregoing, including reasonable attorneys’ fees, and the balance of such proceeds may beapplied by Secured Party toward the payment of the Obligations in such order of application asSecured Party may from time to time elect. Upon the transfer of all or any part of theObligations, Secured Party may transfer all or any part of the Collateral and shall be fullydischarged thereafter from all liability and responsibility with respect to any of the foregoing sotransferred, and the transferee shall be vested with all rights and powers of Secured Partyhereunder with respect to any of the foregoing so transferred; but withrespect to any Collateral not so transferred Secured Party shall retain all rights, powers,privileges and remedies herein given.
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     **10. TERMINATION.**This Pledge Agreement shall terminate and Secured Party shall release all ofSecured Party’s security interest in the Collateral upon full and indefeasible payment of allDebtor’s obligations under the Loan Agreement, Note and Loan Documents to Secured Party’sreasonable satisfaction.     **11. STATUTE OF LIMITATIONS.**Until all Obligations shall have been paid in full and allcommitments by Secured Party to loan money to Debtor have been terminated, the power of sale orother disposition and all other rights, powers, privileges and remedies granted to Secured Partyhereunder shall continue to exist and may be exercised by Secured Party at any time and from timeto time irrespective of the fact that the Obligations or any part thereof may have become barred byany statute of limitations, or that the liability of Debtor may have ceased, unless such liabilityshall have ceased due to the payment in full of all Obligations secured hereunder.     **12. MISCELLANEOUS.**Debtor hereby waives any right to require Secured Party to (i) proceedagainst Debtor or any other person, (ii) marshal assets or proceed against or exhaust any securityfrom Debtor or any other person, (iii) perform any obligation of Debtor with respect to anyCollateral, and (d) make any presentment or demand, or give any notice of nonpayment ornonperformance, protest, notice of protest or notice of dishonor hereunder or in connection withany Collateral. Debtor further waives any right to direct the application of payments or securityfor any Obligations of Debtor.     **13. NOTICES.**All notices, requests and demands required under this Pledge Agreement must bein writing, addressed to Secured Party at the address specified in any other loan documents enteredinto between Debtor and Secured Party and to Debtor at the address of its chief executive office(or principal residence, if applicable) specified below or to such other address as any party maydesignate by written notice to each other party, and shall be deemed to have been given or made asfollows: (a) if personally delivered, upon delivery; (b) if sent by mail, upon the earlier of thedate of receipt or three (3) days after deposit in the U.S. mail, first class and postage prepaid;and (c) if sent by telecopy, upon receipt.     **14. COSTS, EXPENSES AND ATTORNEYS’ FEES.**Debtor shall pay to Secured Party immediately upondemand the full amount of all payments, advances, charges, costs and expenses, including reasonableattorneys’ fees (to include outside counsel fees and all allocated costs of Secured Party’sin-house counsel), expended or incurred by Secured Party in connection with (a) the perfection andpreservation of the Collateral or Secured Party’s interest therein, and (b) the realization,enforcement and exercise of any right, power, privilege or remedy conferred by this PledgeAgreement, whether incurred at the trial or appellate level, in an arbitration proceeding orotherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding(including without limitation, any adversary proceeding, contested matter or motion brought bySecured Party or any other person) relating to Debtor or in any way affecting any of the Collateralor Secured Party’s ability to exercise any of its rights or remedies with respect thereto. All ofthe foregoing shall be paid by Debtor with interestfrom the date of demand until paid in full at a rate per annum equal to the greater of ten
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percent(10%) or Prime Rate as published in the Wall Street Journal in effect from time to time.     **15. SUCCESSORS; ASSIGNS; AMENDMENT.**This Pledge Agreement shall be binding upon and inure tothe benefit of the heirs, executors, administrators, legal representatives, successors and assignsof the parties, and may be amended or modified only in writing signed by Secured Party and Debtor.     **16. SEVERABILITY OF PROVISIONS**. If any provision of this Pledge Agreement shall be held to beprohibited by or invalid under applicable law, such provision shall be ineffective only to theextent of such prohibition or invalidity, without invalidating the remainder of such provision orany remaining provisions of this Pledge Agreement.     **17. GOVERNING LAW**. This Pledge Agreement shall be governed by and construed in accordancewith the laws of the State of Kansas.     **18. JURISDICTION; VENUE.**In the event that any action, suit or other proceeding is brought inconnection with this Pledge Agreement, the parties hereto hereby (a) irrevocably consent to theexercise of jurisdiction over them and, to the extent permitted by applicable laws, their property,by the trial courts (State or federal) seated in Phillips County, Kansas, or a U.S. District Courthaving jurisdiction over Phillips County, Kansas, and (b) irrevocably waive any objection they orany of them might now or hereafter have or assert to the venue of any such proceeding in any courtdescribed in clause (a) above.WITNESS the due execution of this Pledge Agreement by the respective duly authorized officers orother authorized Persons of the undersigned as of the date first written above.         **DEBTOR**           **BROOKE CAPITAL CORPORATION**           By: KYLE GARST           Name: Kyle Garst    Title: President & CEO  
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**EXHIBIT A**