1. Section 1 of the Rights Agreement is hereby amended by adding the following definitions thereto:

FOREMOST/Rights Agreement/A#2




EXHIBIT 4.4

                AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as of October 18, 1999,
between FOREMOST CORPORATION OF AMERICA, a Michigan corporation (the "Company"),
and FIRST CHICAGO TRUST COMPANY OF NEW YORK, as successor to National Bank
of Detroit (the "Rights Agent"), amending the Rights Agreement,
dated as of December 14, 1989, between the Company and the Rights Agent,
as amended by Amendment No. 1 on May 19, 1997 (the "Rights Agreement").

W I T N E S S E
T H

                WHEREAS, the Board of Directors of the Company has approved an Agreement
and Plan of Merger (the "Merger Agreement") by and among the Company,
Spartan Parent Corp., a Delaware corporation ("Buyer"), and Spartan
Acquisition Co., a Michigan corporation and wholly-owned subsidiary of
Buyer ("Sub"), providing for the merger of Sub with and into the
Company (the "Merger");
                WHEREAS, the Board of Directors of the Company has determined that
the Merger is fair to and in the best interests of the Company and its
shareholders;
                WHEREAS, the willingness of Buyer and Sub to enter into the Merger
Agreement is conditioned on, among other things, the amendment of the Rights
Agreement on the terms set forth in this Amendment; and
                WHEREAS, Section 26 of the Rights Agreement provides that, among other
things, before the Distribution Date the Company may, and the Rights Agent
shall, if the Company so directs, supplement or amend any provisions of
the Rights Agreement without the approval of any holders of certificates
representing shares of Company Common Stock;
                NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement and this Amendment No. 2, the parties
agree as follows:
        
1.        Section 1 of the Rights Agreement
is hereby amended by adding the following definitions thereto:

        
"Buyer" shall mean Spartan Parent Corp., a Delaware corporation or any
of its permitted transferees.
        
"Merger" shall mean the merger of Sub with and into the Company as provided
in the Merger Agreement.
        
"Merger Agreement" shall mean the Agreement and Plan of Merger, dated as
of October 18, 1999, by and among Buyer, Sub and the Company, as the same
may be amended in accordance with the terms thereof.









        
"Sub" shall mean Spartan Acquisition Co., a Michigan corporation and a
wholly-owned subsidiary of Buyer.
The subsections of Section 1 of the
Rights Agreement shall be relettered to take into account and properly
reference in alphabetical order the additions set forth above.
        
2.        Section 1(a) of the Rights
Agreement (before the relettering contemplated by this Amendment No. 2)
is amended by adding to the end of the section the following:
        
"Notwithstanding anything to the contrary contained herein, neither Buyer
nor Sub shall be or become an "Acquiring Person" (and no Stock Acquisition
Date shall occur) as a result of (i) the announcement of the Merger; or
(ii) the execution of the Merger Agreement (or any amendments thereto in
accordance with the terms thereof); or (iii) the consummation of the transactions
contemplated by the Merger Agreement (including, without limitation, the
Merger)."
        
3.        Section 3(a) of the Rights
Agreement is amended by adding to the end of the section the following:
        "Notwithstanding anything
to the contrary contained herein, no Distribution Date shall occur as a
result of (x) the announcement of the Merger; (y) the execution of the
Merger Agreement (or any amendment thereto in accordance with their terms);
or (z) the consummation of the transactions contemplated by the Merger
Agreement (including, without limitation, the Merger)."
        
4.        Section 7(a) of the Rights
Agreement is hereby amended by replacing the word "earlier" in its first
occurrence with the word "earliest," by deleting the word "or" immediately
before the symbol "(ii)," and by replacing the words "(the earlier of (i)
and (ii) being the "Expiration Date")" with the following:

        
"and (iii) immediately before the effective time of the Merger (the earliest
of (i), (ii) and (iii) being the "Expiration Date")."
        
5.        Section 11 of the Rights Agreement
is amended by adding to the end of the section the following:
        
"(q) Notwithstanding anything to the contrary contained herein, the provisions
of this Section 11 will not apply to or be triggered by (i) the announcement
of the Merger; (ii) the execution of the Merger Agreement (or any amendment
thereto in accordance with their terms); or (iii) the consummation of the
transactions contemplated by the Merger Agreement (including, without limitation,
the Merger)."




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6.        Section 13 of the Rights Agreement
is amended by adding to the end of the section the following:
        
"(f) Notwithstanding anything to the contrary contained herein, the provisions
of this Section 13 will not apply to or be triggered by (i) the announcement
of the Merger; (ii) the execution of the Merger Agreement (or any amendment
thereto in accordance with their terms); or (iii) the consummation of the
transactions contemplated by the Merger Agreement (including, without limitation,
the Merger)."
        
7.        The Rights Agent will not
be liable for or by reason of any of the statements of fact or recitals
contained in this Amendment No. 2.
        
8.        The term "Agreement" as used
in the Rights Agreement shall be deemed to refer to the Rights Agreement
as amended by this Amendment No. 2.
        
9.        Except as set forth in this
Amendment, the Rights Agreement will remain in full force and effect and
will be otherwise unaffected by this Amendment No. 2.
        
10.        This Amendment No. 2 shall
be effective as of, and immediately before, the execution and delivery
of the Merger Agreement.
        
11.        This Amendment No. 2 shall
be considered to be a contract made under the laws of the state that govern
the Rights Agreement as a whole.
        
12.        Exhibits A and B to the Rights
Agreement shall be considered amended in a manner consistent with this
Amendment No. 2.
        
13.        This Amendment No. 2 may
be executed in one or more counterparts, each of which will be considered
an original, but all of which together will constitute one and the same
instrument.




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IN WITNESS WHEREOF, the parties have
caused this Amendment No. 2 to be duly executed, all as of the day and
year first above written.

 








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FOREMOST
CORPORATION OF

AMERICA

 
By:  
        
Xxxxxxx X. Xxxxxxxx

Its:    Chairman,
President and Chief

           
Executive Officer FIRST CHICAGO
TRUST COMPANY OF

NEW YORK, as Rights Agent

 
By:  

Its: