EXHIBIT 10(A)

                         FOREMOST CORPORATION OF AMERICA
                              ANNUAL INCENTIVE PLAN

                            Restated January 1, 1996

PURPOSE:    Annual cash incentive based upon performance against calendar year 
            goals.

ELIGIBILITY:

      1.    Person must be in an exempt job position with a Foremost Job Size
            rating of 220 Foremost Points or more.

      2.    Must be employed at least 20 hours per week by Foremost Insurance
            Company Grand Rapids, Michigan or its property and casualty
            affiliates.

      3.    Participants in this plan may not receive any other annual incentive
            payment or sales bonus, unless pro-rated among plans due to a change
            in jobs during the year.

      4.    As a general rule, the participant must be employed by a
            participating company from the 1st working day of July through
            December 31 of the plan year.

            a.    The exception to the 1st working day of July employment 
                  requirement is for persons on approved leave of absence;

            b.    Exceptions to the December 31 employment requirement are:

                  (1)   Persons on approved leave of absence;

                  (2)   Retirement at age 55 or more; or

                  (3)   Permanent disability or death.

            In the event that an eligible plan participant was not actively
            employed in an eligible job for the entire year or in the event of
            an exception, as provided in subparagraphs (a) or (b) above, bonus
            payment will be prorated based upon the number of full calendar
            months the person was actively employed in an eligible position
            during the calendar year if actual goals are ultimately met as of
            December 31 of the plan year.

            Any person who is terminated, for reasons other than those set forth
            above, or who resigns from employment during a plan year will not be
            eligible for payment for the year of termination or resignation.


<PAGE>


BASIS OF AWARD:

      1.    The Committee on Executive Management and Compensation of the Board
            of Directors of Foremost Corporation of America ("Compensation
            Committee") shall establish the following performance goals by
            December 31st of each year prior to the year of performance
            measurement, subject to ratification by the Board of Directors:

            a.    EARNINGS PER SHARE ("EPS") OF FOREMOST CORPORATION OF AMERICA
                  ("FCOA") - Threshold (Minimum), On-Plan (Target) and
                  Outstanding (Maximum) Goals for the applicable performance
                  year. EPS Goals shall remain confidential and shall not be
                  disclosed to the plan participants until after the end of the
                  performance year.

            b.    COMBINED LOSS AND EXPENSE RATIO ("COMBINED RATIO") OF THE FCOA
                  PROPERTY AND CASUALTY INSURANCE GROUP - Threshold (Minimum),
                  On-Plan (Target) and Outstanding (Maximum) Goals for the 
                  applicable performance year.

            c.    WRITTEN PREMIUM OF THE FCOA PROPERTY AND CASUALTY INSURANCE
                  GROUP - Threshold (Minimum), On-Plan (Target), and
                  Outstanding (Maximum) for the applicable year.

      2.    SENIOR EXECUTIVE OFFICERS - For the Chief Executive Officer,
            President, Executive Vice Presidents and the Senior Vice President,
            Secretary and General Counsel of FCOA, the awards under this plan
            shall be based 50% on the EPS, 30% on the Combined Ratio and 20% on
            Written Premium results.

      3.    OTHER PARTICIPANTS - For most other participants, the awards under
            this plan shall be based 50% on the Combined Ratio, 30% on the EPS
            and 20% on Written Premium or other divisional goals approved by the
            CEO. The CEO shall also have authority to establish different bonus
            goals or objectives for employee groups or for employees involved in
            special initiatives.

COMPUTATION OF PAYMENT:

      1.    The measurement of performance against the goals will be on a GAAP
            basis as calculated by the Treasurer of FCOA. The Earnings Per Share
            calculation shall take into account the change (increase or
            decrease) in unrealized gain (after tax) on the "Total Return"
            investment portfolio of the FCOA consolidated group at year end
            compared to prior year end.

      2.    Payment, if any, will be a percent of a participant's average annual
            base salary for the plan year.

      3.    The opportunity percent will be established from time to time for
            each job based upon Foremost Job Size ratings. However, the
            Compensation Committee shall establish the opportunity percentages
            of the Senior Executive Officers.


<PAGE>


      4.    Within each Foremost Job Size Range there will be a range of 
            opportunity levels providing:

            a.    A maximum percent (defined as 150% of target percent) if
                  performance meets or exceeds the "Outstanding Performance"
                  goal;

            b.    A target percent if performance meets the "On-Plan" goal;

            c.    A minimum percent (defined as 50% of target percent) if
                  performance meets the "Threshold" goal, but is less than the
                  "On-Plan" goal; and

            d.    No bonus (0%) if the "Threshold" goal is not met.

      5.    If results fall within the Opportunity Levels, percentages will be
            pro-rated at least to the nearest 1/10th of a percentage point.

      6.    Persons whose jobs change from one Foremost Job Size Range to
            another during a calendar year will be subject to pro-rated payment
            based upon the number of months in each range (partial months shall
            be credited to the previous position).

      7.    The Compensation Committee shall certify in writing that the EPS,
            Combined Ratio and Written Premium performance goals were achieved
            prior to payment of the awards under this plan.

PAYMENT:

            Will be made in cash after certificate of results by the
            Compensation Committee.


<PAGE>


EXHIBIT 10(B)

                                 FIRST AMENDMENT
                                       TO
                         FOREMOST CORPORATION OF AMERICA
                            LONG TERM INCENTIVE PLAN

      The First Amendment was made this 5th day of December, 1996, to be
effective as set forth below:

      WHEREAS, Foremost Corporation of America ("Company") adopted a Long Term
Incentive Plan, dated December 8, 1994, and effective January 1, 1995 ("Plan");
and

      WHEREAS, the Board of Directors of the Company approved the following
amendments to said Plan effective as stated below;

      NOW, THEREFORE, the Plan is amended as follows:

      1. The definition of "Committee" as contained at Section 2.(c) of the Plan
is amended, effective November 1, 1996, by substituting the word "two" for the
word "three" as contained in the seventh line of said definition.

      2. Section 6.(a) is amended, effective January 1, 1996, by adding the
following between the first and second sentences thereof:

            "ROE calculation for each year, beginning with 1996, shall take into
            account the change (increase or decrease) in the unrealized gain
            (after tax) on the "Total Return" investment portfolio of the
            Company and its consolidated subsidiaries as of December 31st of
            each applicable year compared to the prior December 31st."

      3. All other terms and conditions of the Plan, as amended, shall continue
in force and effect as written, except as expressly amended above.

      IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed by a proper officer as of the day and year first above written.

                                    FOREMOST CORPORATION OF AMERICA

                                    By

                                      ---------------------------------
                                          R. L. Antonini
                                    Its:  President and Chief Executive
                                          Officer


<PAGE>


EXHIBIT 10(B) (CONTINUED)

                            LONG-TERM INCENTIVE PLAN

                                DECEMBER 8, 1994

      1. PURPOSE. The purpose of the Foremost Corporation of America Long-Term
Incentive Plan (the "Plan") is to promote the growth and profitability of the
Company by providing the incentive of long-term equity rewards to those key
employees who have had, and who are expected to continue to have, a significant
impact on the performance of the Company, to encourage such employees to remain
with the Company and to further identify their interest with those of the
Company's stockholders.

      2. DEFINITIONS. For the purpose of the Plan, the following terms shall
have the meanings indicated:

            (a) "Board of Directors" or "Board" shall mean the Board of
      Directors of Foremost.

            (b) "Change in Control" shall mean a change in control of a nature
      that would be required to be reported in response to Item 6(e) of Schedule
      14A of Regulation 14A promulgated under the Securities Exchange Act of
      1934, as amended (the "Exchange Act"), whether or not Foremost is then
      subject to such reporting requirement, other than an acquisition of
      control by the Company or an employee benefit plan maintained by the
      Company; PROVIDED, THAT, without limitation, a Change in Control shall be
      deemed to have occurred if (i) any "person" (as such term is used in
      Section 13(d) or 14(d)(2) of the Exchange Act) other than Foremost or an
      employee benefit plan maintained by the Company becomes the "beneficial
      owner" (as defined in Rule 13d-3 of the General Rules and Regulations
      under the Exchange Act), directly or indirectly, of securities of Foremost
      representing twenty percent (20%) or more of the combined voting power of
      Foremost's then outstanding securities entitled to vote in the election of
      directors of Foremost; or (ii) during any period of two (2) consecutive
      years, individuals who at the beginning of such period constituted the
      Board of Directors cease for any reason to constitute a majority thereof
      (unless the election or nomination for election by Foremost's stockholders
      of each new director was approved by a vote of at least two-thirds of the
      directors then still in office who were directors at the beginning of the
      period) or (iii) Foremost enters into an agreement, the consummation of
      which would result in the occurrence of a Change in Control as described
      above.

            (c) "Committee" shall mean either (i) the Board of Directors,
      PROVIDED, that, any action by the Board of Directors with respect to the
      Plan complies with the requirements of paragraph (b) of Rule 16b-3
      promulgated under the Securities Exchange Action of 1934 ("Rule 16b-3") or
      (ii) the Committee on Executive Management and Compensation of the Board
      of Directors, or its functional successor, unless some other committee of
      the Board of Directors has been designated by the Board of Directors to
      administer the Plan, PROVIDED, that any such committee shall consist of
      three or more members of the Board of Directors who are not officers, or
      in the employ, of the Company and who are not eligible, and for a period
      of one year prior to the commencement of their service on the Committee
      have not been eligible, to participate in the Plan and who are
      disinterested persons within the terms of Rule 16b-3. Committee members
      shall serve at the pleasure of the Board of Directors.


<PAGE>



            (d) "Common Stock" shall mean the common stock of Foremost, par
      value $1.00 per share.

            (e) "Company" shall mean Foremost and shall include each of its
      present or future subsidiaries, which are defined to include any
      corporation, partnership, or other organization in which Foremost has a
      proprietary interest by reason of stock ownership or otherwise, but only
      if Foremost owns or controls, directly or indirectly, stock or other
      interest possessing not less than 50% of the total combined voting power
      of all classes of stock or other equity interests in such corporation,
      partnership, or organization.

            (f) "Fair Market Value" of the Common Stock on any given date(s)
      shall mean: (i) the mean of the high and low sales prices on the date(s)
      in question of the Common Stock on the New York Stock Exchange or, if the
      Common Stock shall not have been traded on such exchange on any such
      date(s), the mean of the high and low sales process on Common Stock so
      traded; (ii) if the Common Stock is not traded on the New York Stock
      Exchange but is the subject of any published market quotations, the last
      sales price of the Common Stock on the date(s) in question as quoted on
      the NASDAQ National Market System, or if such price is not available on
      any such date(s) it shall be the mean between the high and low sales or
      between the bid and asked prices whether or not reported on NASDAQ on the
      date next preceding during which such stock was traded; and (iii) if no
      published market quotations for the Common Stock are available, Fair
      Market Value shall be determined in good faith by the Company.

            (g) "Foremost" means the Foremost Corporation of America, a Delaware
      corporation.

            (h) "Participant" shall mean an employee of the Company who has met
      the eligibility requirements set forth in Section 5 hereof and to whom a
      grant has been made and is outstanding under the Plan.

            (i) "Permanent Disability" shall mean a physical or mental condition
      of a Participant that, in the judgment of the Company, based on a
      certification by a licensed physician, prevents such Participant from
      being able to perform his normal duties and such condition has continued
      for a period of at least six months and is expected to continue.

            (j) "Restricted Shares" means shares of Common Stock awarded and
      transferred to a Participant subject to the conditions and restrictions
      specified in Section 7 of the Plan.

            (k) "Retirement" shall mean the cessation of employment, after the
      Participant has attained at least age 55 and completed at least 10 years
      of service with the Company, including service prior to the adoption of
      this Plan or at an earlier age or with fewer years of service with the
      consent of the Committee.


<PAGE>


      3. ADMINISTRATION.

            (a) The Plan shall be administered by the Committee. Subject to the
      provisions of the Plan, the Committee shall have sole and complete
      authority to: (i) select Participants after receiving the recommendations
      of the Chief Executive Officer of Foremost; (ii) determine the number of
      Restricted Shares subject to each grant; (iii) determine the time or times
      when grants are to be made; and (iv) prescribe the form or forms of the
      instruments evidencing any grants made hereunder, provided that such forms
      are consistent with the Plan. The Committee may (i) adopt, amend, and
      rescind such rules and regulations as, in its opinion, may be advisable
      for the administration of the Plan; (ii) construe and interpret the Plan
      and any related documents such as the Restricted Share Agreement (as
      defined in Section 7(b); and (iii) make all other determinations necessary
      for the administration of the Plan. All determinations by the Committee
      shall be final and binding.

            (b) The Committee shall hold meetings at such times and places as it
      may determine or may act by telephonic conference or by written consent.
      The Committee may request advice or assistance or employ such other
      persons as are necessary for the proper administration of the Plan, and
      may delegate ministerial and clerical duties to management personnel of
      the Company, as it deems necessary.

      4. SHARES OF COMMON STOCK SUBJECT TO THE PLAN. No more than 75,000 shares
of Common Stock shall be issued as Restricted Shares under the Plan, subject to
adjustment as provided in Section 9 hereof. All Shares of Common Stock granted
as Restricted Shares hereunder shall either be newly authorized or treasury
shares.

      5. ELIGIBILITY AND PARTICIPATION.

            (a) Participation is limited to Executives as recommended by the
      Chief Executive Officer and further subject to approval by the Committee.

            (b) The Participant must be employed full time by the Company from
      January 1 through December 31 of each three year plan period. The first
      such plan commencing on January 1, 1992 and ending on December 31, 1994.
      An exception to the January 1 employment requirement would apply for
      persons who become eligible for participation not later than January 1 of
      the second year of the applicable three year plan.

      6. AWARDS. The award shall be based on Foremost's average annual return on
beginning shareholders' equity (ROE) over three year periods. The Committee
shall establish ROE performance goals by December 31st of the year prior to the
start of each three year plan including a Threshold (minimum), On-Plan (target)
and Outstanding (Maximum) goal for each three year plan. A three year goal, and
plan will be started each year and will overlap and be independent of the plans
initiated in the prior years. All awards paid after December 31, 1994 (including
awards for the 1992-1994, 1993-1995 and 1994-1996 plans) shall be paid
approximately 70% in Common Stock (rounded to nearest full shares) and the
balance in cash. The award will be calculated as follows:

            (a) The measurement of results against the goals will be calculated
      at the end of each three year plan by the Treasurer of the Company based
      on GAAP results. Unrealized gains and losses as a result of the
      "mark-to-market" requirements for the fixed income investment portfolio
      will be excluded for purposes of the measurement.

            (b) The award, if any, will be a percent of the Participant's
      average annual base salary over the applicable three year period.


<PAGE>


            (c) Opportunity percentages will be established for each Participant
      by the Committee at the following opportunity levels:

                  i. A maximum percent if Foremost's ROE meets or exceeds the
            "Outstanding Performance" goal;

                  ii. A target percent if Foremost's ROE meets the "On-Plan"
            goal;

                  iii. A minimum percent if Foremost's ROE meets the "Threshold"
            goal but is less than the "On-Plan" goal; and

                  iv. No award will be made if the Threshold goal is not met for
            the applicable three-year period.

            (d) If results fall within the Opportunity Levels, award percentages
      will be pro-rated at least to the nearest 1/10th of a percentage point.

            (e) If a Participant's opportunity percentage is changed by the
      Committee during a three year plan the Participant will be subject to a
      pro-rated award based on the effective date of the change.

            (f) The Committee shall certify in writing that the performance goal
      was achieved prior to issuance of the awards under this Plan.

            (g) Awards will be made on or before February 15 of the year
      following the applicable three year plan after certification of results by
      the Committee.

      7. PROVISIONS APPLICABLE TO RESTRICTED SHARES.

            (a) RESTRICTED PERIOD. With respect to any grant of Restricted
      Shares, such grant shall be fully vested on December 31st of the third
      year of the applicable three year plan, but are subject to a three (3)
      year resale restriction provided in Section 7(c) while the Participant is
      employed by the Company. The resale restriction shall lapse upon
      termination (voluntary or involuntary) or in the event of a Change in
      Control. The three (3) year restricted period shall be measured from
      January 1 of the year in which the grant was made as specified in the
      Restricted Share Agreement (as defined in Section 7(b)) executed by
      Foremost and such Participant in connection with a grant under this Plan.

            (b) GRANTS OF RESTRICTED SHARES. The number of shares of Common
      Stock will be determined by multiplying the award calculated as set forth
      in Section 6 above by 0.70(70%) and dividing that product by the Fair
      Market Value of the Common Stock on December 31st of the third year of the
      applicable three year period, or the next preceding trading day if the
      Common Stock was not traded on December 31st. The number of shares shall
      be rounded to the nearest whole share and the balance of the award
      (approximately 30%) will be paid in cash. Each grant shall be evidenced by
      a written agreement, signed by the Participant (the "Restricted Share
      Agreement"), which shall state the number of Restricted Shares granted,
      and any other terms, conditions and rights with respect to such grant.

            (c) RESTRICTION. When Restricted Shares are granted, share
      certificates representing the appropriate number of Restricted Shares
      granted to a Participant shall be registered in the name of the
      Participant but held by the Corporate Secretary of Foremost for the
      account of the Participant. Such certificates may bear a legend
      restricting their transferability as provided herein. Except as provided
      in Section 21, during the Restricted Period, the Participant shall have
      the right to receive all dividends payable with respect to such Restricted
      Shares and to vote such Restricted Shares. The Restricted Shares may not
      be sold, transferred, assigned, pledged, or otherwise encumbered or
      disposed of by the Participant during the applicable Restricted Period,
      except as provided in the Plan and by operation of law.
<PAGE>

            (d) DISABILITY OR TERMINATION OF EMPLOYMENT. In the event of
      Permanent Disability or if a Participant ceases to be an employee of the
      Company prior to the end of a Restricted Period by reason of death,
      Retirement, or termination (voluntary or involuntary), all restrictions
      contained in the applicable Restricted Share Agreement and in the Plan
      shall terminate as to the Restricted Shares granted to such Participant,
      and certificates for the appropriate number of shares of Common Stock free
      of the restrictions of the Plan and the Restricted Share Agreement shall
      be delivered to the Participant as set forth in Section 7(e) hereof.

            (e) DELIVERY OF SHARES FREE OF RESTRICTIONS. At the end of the
      applicable Restricted Period or at such earlier time as provided for in
      Section 7(d) hereof, all restrictions contained in the Plan and the
      applicable Restricted Share Agreement shall terminate as to the Restricted
      Shares and certificates for the appropriate number of shares of Common
      Stock free of the restrictions of this Plan and the Restricted Share
      Agreement, registered in the name of the Participant, shall be delivered
      to the Participant or his beneficiary or estate, as the case may be;
      PROVIDED, HOWEVER, that the Committee shall have the option, in its sole
      discretion, to make a cash payment to the Participant, in lieu of the
      delivery of such shares of Common Stock, in an amount equal to the Fair
      Market Value of the Common Stock on the date of payment but, in no event
      shall any such cash payment be made which would not satisfy the
      requirements of paragraph (e) of Rule 16b-3.

      8. CHANGE IN CONTROL. Any other provision of the Plan to the contrary
notwithstanding, in the event a Change in Control shall occur, all restrictions
continued in the applicable Restricted Share Agreement and in the Plan shall
terminate as to the Restricted Shares granted to such Participant, and
certificates for the appropriate number of shares of Common Stock, free of the
restrictions of the Plan and the Restricted Share Agreement, shall be delivered
to the Participant as set forth in Section 7(e) hereof. In the event of a Change
in Control, no changes in the Plan, or in any documents evidencing grants of
Restricted Shares, and no adjustments, determinations or other exercises of
discretion by the Committee or the Board of Directors, that were made subsequent
to the Change in Control and that would have the effect of diminishing a
Participant's rights under the Plan shall be effective.

      9. CHANGES IN CAPITALIZATION. Except as provided in Section 8, if any
change shall occur in or affect the Common Stock on account of a merger,
consolidation, reorganization, dividend, split or combination, reclassification,
recapitalization, or distribution to holders of the Common Stock (other than
regular dividends) or, if in the opinion of the Board of Directors, after
consultation with the Company's independent public accountants, changes in the
Company's accounting policies, acquisitions, divestitures, distributions, or
other unusual or extraordinary items have disproportionately and materially
affected the value of the Restricted Shares, the Board of Directors shall make
such adjustments, if any, that it may deem, in its sole discretion, necessary or
equitable in (a) the maximum number of shares of Common Stock available for
issuance under the Plan and (b) the number of shares of Common Stock subject to
or reserved for issuance under outstanding Restricted Share grants. In the event
of any other change affecting the Common Stock, such adjustment shall be made as
may be deemed equitable by the Board of Directors to give proper effect to such
event including, without limitation, the acceleration of the end of the
Restricted Periods.

      10. DESIGNATION OF BENEFICIARY. A Participant may designate a person or
persons to receive, in the event of his death, any rights to which he would be
entitled under the Plan. Such a designation shall be made in writing and filed
with the Company. A beneficiary designation may be changed or revoked by a
Participant at any time by filing a written statement of such change or
revocation with the Company. If a Participant fails to designate a beneficiary,
then his estate shall be deemed to be his beneficiary.
<PAGE>

      11. RIGHTS AS AN EMPLOYEE. Neither the Plan nor any action taken hereunder
shall be construed as giving any employee of the Company the right to become a
Participant, and a grant under the Plan shall not be construed as giving any
Participant any right to be retained in the employ or service of the Company.

      12. NONTRANSFERABILITY. A Participant's rights under the Plan, including
the right to any amounts or Common Stock payable, may not be assigned, pledged,
or otherwise transferred except, in the event of a Participant's death, to his
designated beneficiary or, in the absence of such a designation, by will or the
laws of descent and distribution.

      13. WITHHOLDING. The employer of a Participant shall have the right,
before any payment is made or a certificate of any Common Stock is delivered, to
deduct or withhold from any payment under the Plan to satisfy any Federal,
state, or local taxes, including transfer taxes, required by law to be withheld
or to require the Participant or his beneficiary or estate, as the case may be,
to pay any amount, or the balance of any amount, required to be withheld.

      14. NO TRUST OR FUND CREATED. Neither the Plan nor any grant made
hereunder shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company and a Participant or any
other person. To the extent that any person acquires a right to receive payments
from the Company pursuant to a grant under the Plan, such right shall be no
greater than the right of any unsecured general creditor of the Company.

      15. EXPENSES. The expenses of administering the Plan shall be borne by the
Company.

      16. INDEMNIFICATION. Service on the Committee shall constitute service as
a member of the Board of Directors so that members of the Committee shall be
entitled to indemnification and reimbursement as directors of the Company
pursuant to its Certificate of Incorporation, By-Laws, or resolutions of its
Board of Directors or stockholders.

      17. TAX LITIGATION. The Company shall have the right to contest, at its
expense, any tax ruling or decision, administrative or judicial, on any issue
that is related to the Plan and that the Company believes to be important to
Participants in the Plan and to conduct any such contest or any litigation
arising therefrom to a final decision.

      18. AMENDMENT OR TERMINATION. The Board of Directors may modify, amend, or
terminate the Plan at any time; PROVIDED, HOWEVER, that no modification,
amendment, or termination of the Plan shall adversely affect the rights of a
Participant under a grant previously made to him without the consent of such
Participant.

      19. GOVERNMENTAL AND OTHER REGULATIONS. The Plan and any grant hereunder
shall be subject to all applicable Federal and state laws, rules, and
regulations and to such approvals by any regulatory or governmental agency that,
in the opinion of the counsel for the Company, may be required.

      20. GOVERNING LAW. The Plan shall be construed and its provisions enforced
and administered in accordance with the laws of the State of Michigan.


<PAGE>



      21. EFFECTIVE DATE. The Plan shall be effective as of January 1, 1995;
PROVIDED, HOWEVER, that it shall be a condition to the effectiveness of the
Plan, and any grant hereunder, that the stockholders of Foremost shall approve
the adoption of the Plan at the 1995 annual meeting. If the stockholders fail to
approve the Plan, then any grants of Common Stock hereunder shall be null and
void ab initio. A Participant's right to vote the Restricted Shares or receive
dividends with respect thereto shall not be effective until such stockholder
approval, PROVIDED, that, dividends payable on the Restricted Shares prior to
such stockholder approval shall be held by the Treasurer of Foremost and be paid
in arrears following stockholder approval of the Plan.

      22. PRIOR PLAN. This Plan replaces and supersedes the Company's Long-Term
Incentive Plan which was adopted effective January, 1, 1987. If this plan is not
approved by the stockholders the prior plan adopted January 1, 1987, as amended,
shall be reinstated as of January 1, 1995 and all awards will be paid in cash.

      23. NOTICES. All notices under this Plan shall be in writing, and if to
the Company, shall be personally delivered to the Secretary of the Company or
mailed to its principal office, 5600 Beech Tree Lane, P.O. Box 2450, Grand
Rapids, Michigan 49501, addressed to the attention of the Secretary; and if to
the Participant, shall be delivered personally or mailed to the Participant at
the address appearing in the payroll records of the Company. Such addresses may
be changed at any time by written notice to the other party.

      IN WITNESS WHEREOF, this Plan has been adopted and ratified this 8th day
of December, 1994.

                                    FOREMOST CORPORATION OF AMERICA

                                    By

                                      --------------------------------------
                                          Richard L. Antonini
                                    Its: President & Chief Executive Officer

                                    By

                                      --------------------------------------
                                          Paul D. Yared
                                    Its: Senior Vice President & Secretary


<PAGE>


EXHIBIT 10(B) (CONTINUED)

                FOREMOST CORPORATION OF AMERICA LONG-TERM INCENTIVE PLAN
                               RESTRICTED SHARE AGREEMENT

      Agreement made as of the       day of              , 19  , by and
                               ------       -------------    --
between Foremost Corporation of America, a Delaware corporation (the "Company"),
having its principal place of business at 5600 Beech Tree Lane, Caledonia,
Michigan 49316, and
                   -------------------------------------------------------------
residing at
            -------------------------------------------------------------
                                                        , (the "Participant").
--------------------------------------------------------
     WHEREAS, pursuant to the terms of the Foremost Corporation of America
Long-Term Incentive Plan (the "Plan"), by action of the Committee, the
Participant has been granted        Restricted Shares which shall be subject
                            --------
to restrictions until January 1, 20  ;
                                   --
     WHEREAS, the Participant wishes to satisfy a condition of the grant by
entering into this Agreement,

     NOW, THEREFORE, the Company and the Participant hereby agree as follows:

     1. The terms used in this Agreement shall have the same meaning as in the
Plan, unless the context requires otherwise, except:

          (a)  "Restricted Shares" shall refer only to the Restricted Shares
               that are the subject of this Agreement; and

          (b)  "Restricted Period" shall refer to the following period of time
               with respect to the following number of Restricted Shares:

                        Number of
                     Restricted Shares               Restricted Period
                     -----------------               -----------------
 


     2. A certificate for the Restricted Shares will be registered in the name
of the Participant but held by the Secretary of the Company during the
Restricted Period. The Participant will not sell, transfer, assign, pledge or
otherwise encumber or dispose of the Restricted Shares during the Restricted
Period, except as permitted in Section 7 of the Plan.

     3. Upon the issuance of the Restricted Shares, the Company may require the
Participant to pay any taxes or other amounts required by law to be withheld and
will not be required to deliver a certificate for shares of Common Stock, free
of the restrictions of the Plan and this Agreement, representing the Restricted
Shares until such required amounts have been paid.

     4. The Participant has received a copy of the Plan and agrees to be bound
by the terms and conditions set forth therein whether or not specifically
incorporated into this Agreement, and further agrees that, if any conflict
arises between this Agreement and the Plan, the terms and conditions of the Plan
will prevail.


<PAGE>


      5. The grant of Restricted Shares is conditional upon (a) receipt by the
Company of a copy of this Agreement signed by the Participant and (b) the
approval of the Plan by the stockholders of the Company at the 1995 Annual
Meeting and will be null and void AB INITIO if such shareholder approval is not
obtained at such meeting.

      6. All the terms and conditions set forth herein are binding upon the
Participant's beneficiaries, heirs, distributees, executors, administrators, and
estate.

      7. This Agreement may not be amended, modified, or waived except by a
writing signed by the parties.

      8. This Agreement shall be governed by the laws of the State of Michigan.

      IN WITNESS WHEREOF, the parties have executed this agreement the day and
year first above written.

                                    FOREMOST CORPORATION OF AMERICA

                                    By

                                      ---------------------------------
                                          R. L. Antonini
                                    Its:  President & Chief Executive Officer

                                    -----------------------------------
                                                           , Participant