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.

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)."

> "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)."



> "and (iii) immediately before the effective time of the Merger (the earliest
> of (i), (ii) and (iii) being the "Expiration Date")."



> "(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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> "(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)."

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.

|FOREMOST
CORPORATION OF
AMERICA
 
By:
        
Richard L. Antonini
Its:    Chairman,
President and Chief
           
Executive Officer | FIRST CHICAGO
TRUST COMPANY OF
NEW YORK, as Rights Agent
 
By:
Its:
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