Exhibit 20(a)



                 MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED



                                     NOTICE



NOTICE is hereby given that the Seventeenth Annual Meeting of the Shareholders
of MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED (the "Company") will be held
at the Royal Pavilion Hotel, St. James, Barbados on Wednesday, May 12, 2004 at
10:00 a.m. for the following purposes:

1.   To approve the minutes of the previous meeting of Shareholders held on May
     14, 2003.

2.   To adopt the financial statements of the Company for the twelve-month
     period ended December 31, 2003 together with the independent auditors'
     report thereon.

3.   To elect directors.

4.   To adopt the proposed amendments to the Company's Restated Articles of
     Incorporation.

5.   To confirm the proposed amendments to the Company's By-Law No. 1.

6.   To confirm the appointment of Deloitte & Touche as the Company's
     independent auditors for the year ending December 31, 2004.

7.   To conduct any other business that may properly be transacted at an annual
     meeting.




<PAGE>


                        DATED THE 19th DAY OF APRIL, 2004

                              BY ORDER OF THE BOARD





                                  MICHAEL BOYCE

                                 AS SECRETARY OF
                 MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED


                 MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED

                           Annual Meeting May 12, 2004



                                 PROXY STATEMENT

                                 April 19, 2004




          This proxy statement is furnished by management of Motors Mechanical
Reinsurance Company, Limited (the "Company") in connection with the solicitation
of proxies for use at the annual meeting of the Company to be held on May 12,
2004 at 10:00 a.m. at the Royal Pavilion, St. James, Barbados. Please complete
and return the attached proxy indicating whether or not you plan to attend the
meeting. A proxy may be revoked at any time prior to the meeting in writing or
by attendance of the shareholder at the meeting.

          Shareholders of record as of the date of this proxy statement are
entitled to notice and to vote at the meeting. As of such date, there were
19,900 Participating Shares outstanding, held by 350 persons representing 199
series. All of the existing Common Shares are held by GMAC Insurance Holdings,
Inc. ("GMACI"). Each share entitles the holder to one vote on matters on which
that class of stock is entitled to vote.

          This proxy statement is accompanied by notice of the meeting, minutes
of the Annual General Meeting of the Shareholders held May 14, 2003, financial
statements for the year ended December 31, 2003, a copy of the proposed Articles
of Amendment to the Restated Articles of Incorporation and the proposed Restated
Articles of Incorporation (as amended), a copy of the proposed amendments to
By-Law No. 1 and a form of proxy.



<PAGE>


             APPROVAL OF MINUTES OF PREVIOUS MEETING OF SHAREHOLDERS

          The previous meeting of the Shareholders was held May 14, 2003.
Minutes of that meeting were taken by the secretary of the Company. They are
enclosed herewith. The Board of Directors proposes that the Shareholders approve
the minutes of the previous meeting of shareholders.

                        ADOPTION OF FINANCIAL STATEMENTS

          The financial statements of the Company for the twelve-month period
ended December 31, 2003 together with the independent auditors' report thereon,
enclosed herewith, will be considered at the Annual General Meeting of the
Shareholders. The Board of Directors proposes that the Shareholders adopt such
financial statements and independent auditors' report.

                              ELECTION OF DIRECTORS

          The Company has a board of directors consisting of six members. Five
directors, of whom one is a resident of Barbados, are elected by the holder of
the existing Common Shares and one director is elected by holders of the
Participating Shares. Directors serve without compensation other than
reimbursement of actual expenses. They are elected for one-year terms.

          Donald A. Urquhart Jr. has been nominated to stand for election as
director by the Participating Shareholders. Other nominations can be made by the
holders of at least two series of Participating Shares by notifying the
secretary in writing at least ten days prior to the meeting. The nominee
receiving the highest number of votes will be elected.

          In addition, five directors will be elected by the holder of the
existing Common Shares. It is anticipated that GMACI will choose to re-elect
William B. Noll, Thomas D. Callahan, John J. Dunn, Jr., Robert E. Capstack and
Peter R.P. Evelyn to serve as directors.

          Information regarding the age and current occupation of persons
nominated to be re-elected as directors by the holder of the existing Common
Shares and the person nominated to be elected as director by the holders of the
Participating Shares is set forth below.

                                Position with the Company and Other
      Name                Age   Employment During the Past Five Years
--------------            ---   -------------------------------------

Thomas D. Callahan        51    Chairman, Chief Executive Officer, President and
                                a Director
                                (Senior Vice President, MIC, 1998 to present;
                                Vice President, MIC, 1994-1998).

                                Mr. Callahan became President in May of 2003 and
                                a Director in April of 1999.

William B. Noll           61    Executive Vice-President and a Director
                                (President, GMAC Insurance Holdings, Inc., 1997



<PAGE>


                                to present; President, Motors Insurance
                                Corporation ("MIC"), 1999 to present; Executive
                                Vice President & Chief Financial Officer, MIC,
                                1993-1999).

                                Mr. Noll became Executive Vice-President in May
                                of 2003 and a Director in 1995.

John J. Dunn, Jr.         45    Vice-President and a Director
                                (Treasurer, GMAC Insurance Holdings, Inc., 1997
                                to present; Vice President-Finance, MIC, 1998
                                to present; Treasurer, MIC, 1998-March 2004).

                                Mr. Dunn became Vice-President and a Director
                                in 1996.

Robert E. Capstack        63    Vice-President and a Director
                                (Section Manager, MIC, 1994; Vice-President,
                                GMAC Securities Corporation, 1999 to present)

                                Mr. Capstack became Vice-President and a
                                Director in 1999.

Peter R.P. Evelyn         62    Director (Attorney, 2002 to present; Partner,
                                Evelyn, Gittens & Farmer, a Barbados law firm
                                (1986-2002)).

                                Mr. Evelyn became a Director in 1986.

Donald A. Urquhart, Jr.   53    Director (Dealer Principal, U-J Chevrolet, Inc.)


                  AMENDMENTS TO THE COMPANY'S RESTATED ARTICLES
                                OF INCORPORATION

          Since its inception, as a result of its ownership structure and
retrocession program, the Company has been a controlled foreign corporation (a
"CFC") for U.S. tax purposes, and its U.S. Shareholders have been subject to
current taxation on the earnings of the Company regardless of whether the
Company has distributed such earnings to the Shareholders. The Board of
Directors has determined that it would be in the best interest of the
Shareholders at this time to restructure the Company so that it no longer is a
CFC that causes the Shareholders to have currently taxable imputed income. In
order to achieve this result, neither Motors Insurance Company ("MIC"), the U.S.
insurer that retrocedes business to the Company, nor any entity related to MIC
may own any shares of the Company. Because GMACI, the owner of all of the
Company's existing Common Shares, is MIC's parent, its ownership of the existing
Common Shares will have to be ended.


<PAGE>


          To implement the proposed restructuring, the Shareholders are asked to
vote at the Annual General Meeting on various proposed amendments to the
Company's Restated Articles of Incorporation (the "Articles"). The proposed
amendments would, among other things:

1.   authorize a new share of non-voting common stock, hereafter referred to as
     the "new Common Share";

2.   convert the existing Common Shares to redeemable non-voting stock
     designated Class A Shares with a Subsidiary Capital Account ("SCA") equal
     to the existing balance in the SCA for the existing Common Shares on the
     date of the conversion of such shares to Class A Shares;

3.   eliminate the concept of Restricted Earned Surplus and increase the
     percentage of premiums and return premiums allocated to the SCAs of the
     Participating Shareholders to 100%;

4.   allocate future deficits in SCAs and future repayments of deficits only
     among the SCAs for the Participating Shares;

5.   provide for the nomination of two directors by the holder of the new Common
     Share;

6.   provide for the election of all directors by the holders of the
     Participating Shares;

7.   prohibit the payment of any dividend to any holder of the new Common Share
     or of the Class A Shares;

8.   require the vote of the holders of 75% of the Participating Shares to
     approve: (a) any merger, consolidation, liquidation or dissolution of the
     Company, (b) any reinsurance or retrocession agreement with any company
     other than MIC or an MIC affiliate or to terminate any material amendment
     of any reinsurance or retrocession agreement to which the Company is a
     party, or (c) any sale, lease or exchange of the Company's assets other
     than in the ordinary course of business, and require a vote of the holders
     of 75% of the Participating Shares to amend this requirement; and otherwise
     require a vote of the holders of 66-2/3% of the Participating Shares to
     alter, amend or repeal the Company's Articles;

9.   require an affirmative vote of all of the Participating Shares outstanding
     to alter the rights of the new Common Share or the rights and duties of the
     directors nominated by the holder of the new Common Share; and

10.  change the minimum number of directors to 2 and the maximum number of
     directors to 9.

          The proposed amendments also would make several non-substantive
wording and organizational changes to update the Articles. The proposed
amendments to the Articles, as approved by the Board of Directors, are reflected
in the copies of the Articles of Amendment and of the complete Articles (as
amended) attached hereto as Exhibit A. The proposed amendments would become
effective as of July 1, 2004. The proposed amendments to the Articles will


<PAGE>


require the affirmative vote of the holders of a majority of the existing Common
Shares and of the Participating Shares present at the Annual General Meeting.
The Board of Directors recommends the adoption of the proposed amendments to the
Articles.

                       AMENDMENTS TO THE COMPANY'S BY-LAW

          Further, to implement the proposed restructuring, discussed above, the
Shareholders will be asked to vote to confirm the adoption by the Board of
Directors of amendments to the Company's By-Law No. 1. Those amendments would
become effective as of July 1, 2004. The proposed amendments would, among other
things:

     1.   change the number of directors to 7;

     2.   require two directors to be resident in Barbados;

     3.   require all directors, except the two resident in Barbados, to be
          holders of Participating Shares;

     4.   give the holder of the new Common Share the ability to nominate two
          directors for election;

     5.   provide for an initial nominating committee consisting of the two
          directors resident in Barbados and an ongoing nominating committee
          consisting of the two directors nominated by the holder of the new
          Common Share;

     6.   designate a one-year term for the directors nominated by the holder of
          the new Common Share;

     7.   designate two-year terms for the remaining directors, served on a
          staggered basis;

     8.   allow the Board to change the number of directors up to a maximum of 9
          and down to a minimum of 2;

     9.   require the presence of two directors at least one of whom was
          nominated by the holder of the new Common Share to form a quorum;

     10.  require a vote of 66-2/3% of directors present to approve any question
          arising at a meeting of the Board; and

     11.  require all officers of the Company to reside in Barbados.

          In addition, the proposed amendments would make several
non-substantive wording changes to update By-Law No. 1. The proposed amendments
to By-Law No. 1 will be substantially in the form of the marked copy of By-Law
No. 1 attached hereto as Exhibit B. To become effective, the adoption of the
proposed amendments to By-Law No. 1 will require confirmation by an affirmative
vote of the holders of a majority of the existing Common Shares and of the
Participating Shares present at the Annual General Meeting and the filing of the


<PAGE>


changes to the Articles discussed above. The Board of Directors recommends the
confirmation of the adoption of the proposed amendments to By-Law No. 1.

         CONVERSION OF EXISTING COMMON SHARES TO CLASS A SHARES AND TAX
                                  CONSEQUENCES

          If adopted, the amended Articles will be filed with the Barbados
Registrar of Companies. Upon approval by the Barbados Registrar of Companies,
the amended Articles would become effective as of July, 1, 2004. At that time,
the Company intends to issue the new Common Share to Aon Insurance Managers
(Isle of Man), Ltd. ("Aon (Isle of Man)"), and the existing Common Shares will
be converted to Class A Shares. The Class A Shares will be redeemed promptly by
the Company and the related SCA paid to GMACI. Also at that time, it is expected
that all of the directors, except Peter R. P. Evelyn and the director elected by
the holders of the Participating Shares, will resign from the Board of
Directors. Thereafter, the remaining directors will appoint new directors, one
from Barbados, and the remainder from among the holders of the Participating
Shares to serve until the next Annual General Meeting.

          After the steps of the restructuring are complete, the Company expects
that the earnings of the Company will no longer be required to be reported as
income by the Shareholders if not distributed. However, for the part of the
current year prior to such action, earnings of the Company will be taxable to
the Shareholders. With respect to those amounts, the Company will perform the
same imputed income calculations it has in the past and will provide IRS Forms
5471 reporting the imputed income amounts to the Shareholders prior to the due
dates for filing federal income tax returns for the 2004 year.

          Actual distributions after the restructuring will be taxed only to the
extent they were not previously taxed. Any Company earnings that a shareholder
has previously included in income under the CFC rules are considered to be
"previously taxed income" or "PTI." Because the Company has not paid out all of
the income it has earned when it was a CFC, it continues to hold some earnings
that are PTI. As noted, distributions of a shareholder's PTI are not subject to
tax (even after conversion to non-CFC status). Distributions made by the Company
to each shareholder will be treated as coming out of that shareholder's PTI
until all of that shareholder's PTI is distributed. The amount of each
shareholder's PTI is computed by subtracting the aggregate amount of the
shareholder's dividends over the period he held his shares from the aggregate
amount imputed income reported by the shareholder over that period.

          It should be noted that dividends paid by the Company will not be
qualified dividends eligible for reduced U.S. tax rates because the Company is a
Barbados Company. It is also to be noted that even after the conversion gain on
the disposition of stock of the Company may be taxed as ordinary income rather
than capital gains.

                        ELECTION OF INDEPENDENT AUDITORS

          The Board of Directors proposes that the Shareholders confirm the
appointment of Deloitte & Touche, Bridgetown, Barbados, as independent auditors
to audit the financial statements of the Company for the year ending December
31, 2004. Deloitte & Touche has


<PAGE>


served as the Company's independent auditors since its inception in 1986.
Representatives of Deloitte & Touche are expected to be present at the Annual
Meeting of Shareholders.



<PAGE>


                                    EXHIBIT A


                                                                         FORM 13
                          THE COMPANIES ACT OF BARBADOS

                                   SCHEDULE TO

                       RESTATED ARTICLES OF INCORPORATION

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

                                   SCHEDULE 1

3.   The classes and any maximum number of shares that the Company is authorized
     to issue:

1.   The Company is authorised to issue:-

     one share of one class without nominal or par value to be designated the
     Common share;

     2,000 shares of one class without nominal or par value to be designated
     Class A shares; and

     100,000 shares of one class without nominal or par value to be designated
     Participating shares which shall be divided into 1,000 series and issued in
     series of 100 shares and each series will have a number between 0001 and
     1000.

The rights preferences and limitations of the said classes of shares are as
follows:

(A)  Definitions

     In these Articles and any amendment thereto and in the Company's By-Laws
     the following terms shall mean:

     Board - The Company's Board of Directors.

     Company - Motors Mechanical Reinsurance Company, Limited

     MIC - Motors Insurance Corporation, a Michigan corporation with its
     administrative offices in Southfield, Michigan.

     MIC Mechanical Account - The separate business record maintained by MIC or
     any of its affiliates to track volume, experience, and commissions with
     respect to mechanical service agreements sold by one or more particular
     entities selling new and/or used motor vehicles.

     Shares - Shares of the Participating shares of the Company.

     Stock Purchase Agreement - The agreement entered into between the Company
     and the purchaser of Shares, in the form approved by the Board.

     Subsidiary Capital Account - The subsidiary bookkeeping record established
     by the Company for a particular series or class of shares and maintained
     for the purpose of accounting for items of income and expense, gains and
     losses, capital contributions, and shareholder distributions which are
     allocated to the particular series or class of shares.


                                  Page 1 of 13
<PAGE>

                                                                         FORM 13
                          THE COMPANIES ACT OF BARBADOS

                                   SCHEDULE TO

                       RESTATED ARTICLES OF INCORPORATION

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

(B)  Allocations to Subsidiary Capital Accounts

     The Company will establish a Subsidiary Capital Account with respect to the
     Class A shares as a class and to each series of Shares of the Company at
     the time a series is issued.

     The Subsidiary Capital Account balance of the Class A shares shall be equal
     to the balance of the Subsidiary Capital Account established for the Common
     shares from which such Class A shares were created on the date of the
     conversion of the Common shares to Class A shares. The consideration
     received by the Company upon the issuance of a particular series of Shares
     will be allocated to the Subsidiary Capital Account for that series. Items
     of income and expense, and losses, attributable to insurance underwriting
     activities shall be determined as of the end of each calendar quarter and
     shall be allocated to the Subsidiary Capital Accounts as of the end of the
     fiscal quarter of the Company in which the respective calendar quarter
     ends. Investment experience, and other items of income and expense, gains,
     and losses and distributions with respect to shares of the Company will be
     determined and allocated to the Subsidiary Capital Accounts as of the end
     of each fiscal quarter of the Company. All such accounting determinations
     and allocations provided for in this section 3(B) shall be made using
     United States generally accepted accounting principles, unless otherwise
     required or permitted by these Articles. For purposes of such allocations,
     items shall be "related" to a Subsidiary Capital Account which is
     identified with the same MIC Mechanical Account to which such items can be
     attributed.

     (1)  The following items of income and expense, and losses, attributable to
          insurance underwriting activities shall be allocated one hundred
          percent (100%) to the related Subsidiary Capital Account:

          (a)  premiums ceded to the Company and return premiums;

          (b)  any agents' or brokers' commissions, ceding commissions, any
               commissions or ceding commissions recaptured, unearned premiums,
               reinsurance premiums ceded by the Company, and any United States
               excise tax; and

          (c)  losses incurred, and any amount of losses recovered through
               salvage, subrogation, reimbursement or otherwise. For the purpose
               of this Section 3(B)(1), losses incurred includes both paid and
               unpaid (reported and unreported) losses.

     (2)  The following expenses or liabilities shall be allocated among all
          Subsidiary Capital accounts for the Shares pro rata on the basis of
          the number of series issued and outstanding at the end of the fiscal
          quarter in which the expense or liability is incurred, provided that
          for purposes of such allocation, series of Shares



                                  Page 2 of 13

<PAGE>

                                                                         FORM 13
                          THE COMPANIES ACT OF BARBADOS

                                   SCHEDULE TO

                       RESTATED ARTICLES OF INCORPORATION

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

          issued at any time during the 12 calendar months preceding the end of
          the fiscal quarter in which the expense or liability is incurred, and
          series with respect to which the unearned premium is zero as of such
          date, shall be excluded:

          (a)  any expenses or liabilities attributable to ordinary day-to-day
               Company operations, excluding any United State Federal income
               taxes; and

          (b)  any expenses or liabilities attributable to the organization of
               th Company or to the offer, sale or issuance of Shares, including
               but not limited to the costs of compliance with regulations and
               requirements of the United States Securities and Exchange
               Commission and the various states and other jurisdictions of the
               United States as they pertain thereto.

     (3)  Any United States Federal income tax liability (and any interest
          thereon or any penalties related thereto) incurred by the Company
          shall be allocated among the Subsidiary Capital Accounts based upon
          the relative contribution of each of those accounts to the taxable
          income of the Company upon which the tax (and any interest or
          penalties) is imposed.

     (4)  Any expenses or liabilities of the Company not allocable in the manner
          described in paragraphs (1) through (3) above shall be allocated among
          the Subsidiary Capital Accounts on the basis of the relative balances
          of such Accounts as of the end of the fiscal quarter preceding the
          date on which the expense or liability is incurred, provided that for
          purposes of such allocation, series of Shares issued at any time
          during the 12 calendar months precedin the end of the fiscal quarter
          in which the expense or liability is incurred, and series with respect
          to which the unearned premium is zero as of such date, shall be
          excluded.

     (5)

          (a)  Investment income, net of any direct investment expense, shall be
               allocated amount the Subsidiary Capita Accounts pro rata based
               upon the relative Investment Asset Balance (as defined in
               Subparagraph (b) below) of each such account as of the last da of
               the fiscal quarter preceding the quarter for which the investment
               incom is being allocated. For these purposes, net investment
               income will include realized (but not unrealized) gains and
               losses.

          (b)  The Investment Asset Balance of each Subsidiary Capital Account
               shall be equal to the capital and surplus allocated to such
               account, increased by:


                                    Page 3 of 13
<PAGE>

                                                                         FORM 13
                          THE COMPANIES ACT OF BARBADOS

                                   SCHEDULE TO

                       RESTATED ARTICLES OF INCORPORATION

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

               (i)    the unearned portions of the written premiums that have
                      been collected by the Company and allocated to such
                      account as of the last day of the fiscal quarter preceding
                      the quarter for which the income is being allocated, net
                      of any applicable commissions and taxes;

               (ii)   the outstanding loss reserves attributable to such account
                      as of the last day of the fiscal quarter preceding the
                      quarter for which the income is being allocated; and

               (iii)  any other outstanding liability that has been charged to
                      such account as of the last day of the fiscal quarter
                      preceding the quarter for which the income is being
                      allocated.

     (6)

          (a)  If, after the credits and charges described in paragraphs (1)
               through (5 above are made to the Subsidiary Capital Accounts
               there exists a defici in one or more of such accounts, then each
               such deficit will be allocated to and charged against:

               (i)    first, the Subsidiary Capital Accounts for the Shares, pro
                      rata, based upon the relative earne premiums allocated to
                      each such account for the fiscal quarte for which the
                      allocation is being made; provided, however, that only
                      accounts which have positive balances will be taken into
                      account fo the purposes of this allocation; and

               (ii)   then, any remaining unallocated deficit to the remaining
                      Subsidiary Capital Accounts for the Shares with positive
                      balances as of the last day of the fiscal quarte for which
                      the allocation is being made, pro rata, based upon such
                      balances.

          (b)  If, as a result of an allocation of a deficit as described in
               subparagraph (i) or (ii) of paragraph (a) above, a deficit is
               created in one or more of the Subsidiary Capital Accounts, then
               the resulting deficit(s) will be further allocated in the manner
               provided in that subparagraph.

          (c)  Although this paragraph (6) shall be applied in a manner that
               does not result in a balance in any Subsidiary Capital Account
               for a series of Shares that is less than zero, if any such
               account had a deficit that was allocated to and charged against
               the Subsidiary Capital Account for any series of Shares pursuant
               to Section 3(B)(6)(a) hereof (after taking into account the
               provisions of Section 3(B)(6)(b)) after January 1, 1995, or to
               the Subsidiary Capital Account for the Common shares pursuant to
               Section 3(1)(7)(a)(i)



                                  Page 4 of 13

<PAGE>

                                                                         FORM 13
                          THE COMPANIES ACT OF BARBADOS

                                   SCHEDULE TO

                       RESTATED ARTICLES OF INCORPORATION

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

               of the Articles of Incorporation as in effect prior to July 1,
               2004, then at the end of any succeeding fiscal quarter for which
               that account otherwise would show an account balance greater than
               zero, such account balance will be reallocated and credited:

               (i)    first to the Subsidiary Capital Accounts for the Shares,
                      pro rata, based upon the relative amounts, through the end
                      of the fiscal quarter preceding the quarter for which the
                      reallocation hereunder is being made, of deficits that
                      were allocated after January 1, 1995 to those accounts
                      (whether under Section 3(B)(6)(a)(i) o (ii) or their
                      predecessors) from any Subsidiary Capital Account an that
                      have not previously been restored, until all Subsidiar
                      Capital Account reductions after January 1, 1995 under
                      Section 3(B)(6)(a) or its predecessor with respect to the
                      series of Shares from which the reallocation hereunder is
                      being made have been restored and

               (ii)   then, to the Subsidiary Capital Accounts for the Shares
                      with positive balances as of the last day of the fiscal
                      quarte for which the allocation is being made, pro rata,
                      based upon such balances, until all Subsidiary Capital
                      Account reductions under Section 3(B)(6)(a) or its
                      predecessor with respect to the series of Shares from
                      which the reallocation hereunder is being made have been
                      restored.

     (7)

          (a)  Dividends, payments upon redemption or liquidation (described
               below), and any other distributions with respect to shares of the
               Company will be allocated to the Subsidiary Capital Account for
               the class or series with respect to which the dividend, payment
               or distribution was made.

          (b)  Where all shares of a series of Shares are repurchased by the
               Company pursuant to Section 4 of Schedule 2 below, or redeemed in
               accordance with the Company's procedures for redemption set forth
               in Section 3(H) below, the Subsidiary Capital Account for such
               series shall be terminated as of the last day of the fiscal
               quarter in which the unearned portion of premiums that have been
               ceded to the Company and allocated to such account becomes zero.
               Subsequent to the Repurchase date or Redemption Date (as those
               terms are defined in Section 4 of Schedule 2 and Section 3(H)
               hereof respectively), as the case may be, any positive balance as
               of the last day of any calendar quarter for the Subsidiary
               Capital Account of any repurchased or redeemed series of Shares,
               after application of the provisions of Section 3(B)(6)(c), will
               be allocated among the Subsidiary Capital Accounts of the
               existing series of Shares pro rata


                                  Page 5 of 13

<PAGE>

                                                                         FORM 13
                          THE COMPANIES ACT OF BARBADOS

                                   SCHEDULE TO

                       RESTATED ARTICLES OF INCORPORATION

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

               based upon relative earned premiums attributable to such account
               for the calendar quarter then ending and any net deficit will be
               allocated in accordance with the provisions of Section
               3(B)(6)(a).

     (8)  For purposes of allocating expenses and liabilities (that are
          allocated based on Subsidiary Capital Account balances) and investment
          income, and of calculating the amount of dividends and of payments
          upon liquidation of the Company or upon redemption or repurchase of
          Shares by the Company pursuant to these Articles, the Subsidiary
          Capital Account for a series of Shares shall be deemed to have been
          reduced by the outstanding amount of any advance of funds made with
          respect to such series of Shares as of the applicable date for
          determination of the balance of the Subsidiary Capital Account. For
          purposes of this Section 3(A)(8), an advance of funds is "made with
          respect to a series of Shares" if the advance has been paid to one or
          more holders of Shares of that series.

(C)  Class A Shares

     (1)  VOTING

          The outstanding Class A shares shall have no voting rights except as
     otherwise provided by law.

     (2)  REDEMPTION

          Subject to compliance with any applicable statute or act, the Company
          may redeem any of its issued and outstanding Class A shares if
          redemption of such shares is approved by a majority of the board.

          The redemption of the Class A shares shall be effective on such future
          date as determined by the Board, which shall be no later than the last
          business day of the calendar year in which such redemption was
          approved by the Board. Such date is herein called the "Redemption
          Date."

          The consideration payable to the holders of redeemed Class A shares
          shall be the Subsidiary Capital Account balance for the Class A shares
          as of the Redemption Date. Such consideration shall be paid
          immediately upon redemption.

          Upon redemption of the Class A shares as aforesaid, the holder(s)
          thereof shall cease to have any further interest in the shares being
          redeemed. The Class A shares redeemed pursuant to this Section 3(C)(2)
          shall return to the status of authorized but unissued Class A shares.

          If any A Class share shall be redeemed, repurchased or otherwise
          retired, it shall


                                  Page 6 of 13
<PAGE>

                                                                         FORM 13
                          THE COMPANIES ACT OF BARBADOS

                                   SCHEDULE TO

                       RESTATED ARTICLES OF INCORPORATION

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

          return to the status of an authorized but unissued share of such
          class.

     (3)  DIVIDENDS

          In no event shall any dividend whatever be paid upon or declared or
          set apart for the Class A shares.

     (4)  LIQUIDATION

          The Company may be liquidated upon the vote of the holders of at least
          seventy- five percent (75%) of the Shares issued and outstanding. In
          the event of any voluntary or involuntary liquidation, dissolution or
          winding up of the affairs of the Company, after payment of all
          liabilities of the Company, the holder of the outstanding Class A
          shares shall be entitled to receive an amount equal to the Subsidiary
          Capital Account balance related to the Class A shares before any
          distribution of the assets of the Company shall be made to the holder
          of the Common share. A consolidation or merger of the Company, or sale
          or transfer of all or substantially all its assets, or any purchase or
          redemption of shares of the Company of any class or series, shall not
          be regarded as a "liquidation, dissolution, or winding up" within the
          meaning of this paragraph.

(D)  Common share

     (1)  VOTING

          The outstanding Common share shall have no voting rights except as
          otherwise provided by law, provided that the holder of the Common
          share shall be entitled to nominate two individuals, both of whom must
          reside in Barbados and one of whom must be a resident of Barbados, to
          stand for election as directors of the Company.

     (2)  REDEMPTION

          The Common share is non-redeemable.

     (3)  DIVIDENDS

          In no event shall any dividend whatever be paid upon or declared or
          set apart for the Common share.

     (4)  LIQUIDATION

          After the procedure set down in sections 3(C)(4) and 3(E)(6) has been
          followed the


                                  Page 7 of 13
<PAGE>

                                                                         FORM 13
                          THE COMPANIES ACT OF BARBADOS

                                   SCHEDULE TO

                       RESTATED ARTICLES OF INCORPORATION

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

          remaining assets of the Company, if any, shall be distributed to the
          holder of the Common share.

(E)  Participating Shares

     (1)  A series of Shares shall be issued with respect to a specific MIC
          Mechanical Account. Only one series of Shares shall be issued with
          respect to an MIC Mechanical Account. A series of Shares shall be
          issued only to persons or entities acceptable to the Board and
          certified by the owner(s) of the entity or entities to which the MIC
          Mechanical Account relate. Certification will be effected in
          accordance with procedures adopted by the Board from time to time. No
          Share of any particular series of Shares shall be issued unless all
          Shares of such series are issued.

     (2)  The rights associated with any Shares of a series shall be identical
          to the rights associated with all other Shares of the same series.

     (3)  VOTING

          The holders of Shares shall among them have the right to elect all
          directors of the Company. Each outstanding Share shall entitle the
          registered holder thereof to one vote on all resolutions of the
          Company.

     (4)  REDEMPTION

          Subject to compliance with any applicable statute or act, the Company
          may redeem any of its issued and outstanding Shares if:

          (a)  all Shares of the series involved are redeemed,

          (b)  the redemption of such Shares is approved by a majority of the
               Board,

          (c)  after giving effect to such redemption, there are at least eleven
               (11) series of Shares issued and outstanding and owned by
               unrelated person, and

          (d)  after giving effect to such redemption, the Company is not a
               "controlled foreign corporation" as defined under Subpart F of
               the United States Internal Revenue Code, or any successor
               provisions.

          The consideration payable to the holders of redeemed Shares shall be
          the Subsidiary Capital Account balance for the series of such shares
          as of the Redemption Date as adjusted by the Board to reflect any
          contingent liabilities allocable to such account. Such consideration
          shall be paid within five (5) months of the Redemption Date, provided
          that the holder(s) of the redeemed Shares shall


                                    Page 8 of 13
<PAGE>

                                                                         FORM 13
                          THE COMPANIES ACT OF BARBADOS

                                   SCHEDULE TO

                       RESTATED ARTICLES OF INCORPORATION

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

          have delivered to the Company, certificates representing the Shares
          being redeemed duly endorsed and accompanied by such other documents
          as the Company may require. Such consideration shall bear interest
          from the Redemption Date until the earlier of the date of payment or
          the date that is five (5) months from the Redemption Date, at a rate
          equal to the rate of interest paid on 26-week United States Treasury
          Bills for the issue following the Redemption Date.

          Upon redemption of the Shares as aforesaid, the holder(s) thereof
          shall cease to have any further interest in the Shares being redeemed.
          The Shares redeemed pursuant to this Section 3(E)(4) shall return to
          the status of authorized but unissued Shares.

          If any Share shall be redeemed, repurchased or otherwise retired, it
          shall return to the status of an authorized but unissued Share of such
          class.

     (5)  DIVIDENDS

          Each outstanding Share shall entitle the registered holder of record
          of such Share to dividends in accordance with the following rules:

          (a)  Subject to the following paragraphs, dividends may be paid at the
               discretion of the Board.

          (b)  Dividends, payable in cash or such other property as the Board
               may determine, on a series of Shares shall be declared and
               payable, only if the Company shall have, after giving effect to
               the dividend, sufficient net assets, without regard to any Letter
               of Credit or Guarantee, to meet the general business solvency
               margin prescribed by the Exempt Insurance Act and Section 51 of
               the Act; provided that dividends with respect to any series of
               shares may be paid only out of earned surplus attributable to the
               Subsidiary Capital Account identified with those shares and only
               to the extent that, after giving effect to the dividend, the
               capital and surplus identified with that Subsidiary Capital
               Account (without regard to any Guarantee or Letter or Credit)
               would meet its pro rata share, based on allocable premium income,
               of the minimum net assets required of the Company under the
               Exempt Insurance Act. Subject to the right of the holders of
               shares to receive minimum dividends pursuant to the following
               paragraph, to the extent a dividend is declared on the shares, it
               shall be declared and paid subject to the foregoing limitations
               for each series of shares as a percentage of the net income for
               the preceding calendar year and/or earned surplus as of the end
               of the preceding calendar year, attributable to each series,
               provided that such percentage may vary among series of shares
               with the level of net income and/or earned surplus.


                                    Page 9 of 13
<PAGE>

                                                                         FORM 13
                          THE COMPANIES ACT OF BARBADOS

                                   SCHEDULE TO

                       RESTATED ARTICLES OF INCORPORATION

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

          (c)  Subject to the preceding paragraph, the holders of Shares of each
               series shall be entitled to receive minimum annual dividends,
               payable annually within each fiscal year, in cash or such other
               property as the Board may determine. The minimum annual dividend
               payable on each Share shall be such Share's pro rata portion of
               an amount equal to twenty percent (20%) of the net income, if
               any, of the preceding fiscal year attributable to the Subsidiary
               Capital Account associated with the series of which that Share is
               a part. If a holder of Shares receives no dividend or a limited
               dividend in any annual period as a result of the limitations set
               forth in the preceding paragraph, any unpaid portion of the
               minimum dividend otherwise payable pursuant to this paragraph
               shall not become payable pursuant to this paragraph in any
               subsequent year.

     (6)  LIQUIDATION

          The Company may be liquidated upon the vote of the holders of at least
          seventy- five percent (75%) of the Shares issued and outstanding. In
          the event of any voluntary or involuntary liquidation, dissolution or
          winding up of the affairs of the Company, after payment of all
          liabilities of the Company, each holder of the outstanding Shares of a
          series shall be entitled to receive an amount equal to his share
          (based on his proportionate ownership of such series) of the
          Subsidiary Capital Account balance related to his series of Shares
          before any distribution of the assets of the Company shall be made to
          the holder of the Common share. After such payment shall have been
          made in full to the holders of the outstanding Shares, or funds
          necessary for such payment shall have been set aside in trust for the
          account of the holders of the outstanding Shares so as to be available
          therefor, the holders of the outstanding Shares shall be entitled to
          no further participation in the distribution of the assets of the
          Company, and the remaining assets of the Company, if any, shall be
          distributed to the holder of the Common share. A consolidation or
          merger of the Company, or sale or transfer of all or substantially all
          its assets, or any purchase or redemption of shares of the Company of
          any class or series, shall not be regarded as a "liquidation,
          dissolution, or winding up" within the meaning of this paragraph.


--------------------------------------------------------------------------------

                                   SCHEDULE 2

4.   Restrictions, if any, on share transfers:

(A)  Subject to the exceptions listed below, Shares (whether owned by the
     original or any subsequent holder thereof) shall not be transferred in any
     manner unless the holder(s) has


                                  Page 10 of 13
<PAGE>

                                                                         FORM 13
                          THE COMPANIES ACT OF BARBADOS

                                   SCHEDULE TO

                       RESTATED ARTICLES OF INCORPORATION

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

     furnished written notice to the Company which notice shall identify the
     proposed transferee of such Shares. The Company may elect, at any time
     within sixty (60) days of the receipt of the notice of the proposed
     transfer, to purchase the shares identified in the notice required by this
     Section 4(A). If the Company elects to purchase such Shares, the price will
     be the balance of the Subsidiary Capital account related to such series of
     Shares as of the last day of the fiscal quarter immediately preceding the
     date on which the offer to purchase was accepted by the Company (the
     "Repurchase Date") (or if less than all such Shares are offered, then the
     pro rata portion of such account attributable to the Shares offered).
     Payment by the company may be deferred until the end of the fiscal quarter
     in which the offer to purchase was accepted by the Company. Shares
     purchased by the Company pursuant to this paragraph shall return to the
     status of authorized but unissued shares of such class. If the Company does
     not elect to purchase the Shares pursuant to this paragraph, they may be
     transferred to the party identified in the notice referred to above within
     the following sixty (60) days, subject to the requirements of the following
     paragraphs. After such further sixty (60) days, any attempted transfer of
     the Shares shall be subject to all the requirements of this paragraph.

(B)  In addition to the requirements of the preceding paragraph and except as
     provided in paragraph (D) below, transfers of less than all Shares of a
     series shall not be made unless the holder(s) has received the written
     consent of the Company thereto. A request for such consent must be made in
     writing and set forth the name(s) and address(es) of the intended
     transferee(s), the desired date of the transfer, and the consideration to
     be paid. The Company shall have sixty (60) days from receipt of such
     request to grant or withhold its consent to the intended transfer. If the
     Company fails to give its written consent, any subsequent transfer shall be
     void and of no effect.

(C)  Shares may not be transferred unless and until the Company has received
     such assurances of compliance with all applicable laws and regulations as
     it may deem necessary and the transferee has agreed to abide by the
     requirements set forth in the Stock Purchase Agreement entered into by the
     transferor. Certificates representing shares of any class of the Company's
     shares shall bear a legend substantially to the effect of this Section 4 of
     these Articles.

(D)  A sale, gift, assignment, pledge or other transfer of Shares shall be
     exempt from the requirements of paragraphs (A) and (B) of this Section 4 if
     the Company determines that the transferee or assignee of the shares is:
     (i) a member of the transferring shareholder's immediate family; (ii) a
     trust for the benefit of the transferring shareholder, or for the benefit
     of other exempted transferees described in this paragraph; (iii) if the
     transferor is a corporation, any shareholder of the transferor; (iv) if the
     transferor is a partnership, any of its partners; (v) a corporation which
     is controlled by or under common control with the transferor; (vi) the
     estate of a deceased shareholder or legatees and heirs of such deceased
     shareholder; (vii) a charitable or other qualifying organization described
     in Section 170(c)(2) of the United States Internal Revenue code of 1986;
     (viii) in the case of a transfer of less than all of the shares of a
     series, a person who immediately prior to such



                                  Page 11 of 13

<PAGE>

                                                                         FORM 13
                          THE COMPANIES ACT OF BARBADOS

                                   SCHEDULE TO

                       RESTATED ARTICLES OF INCORPORATION

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

     transfer is a holder of Shares of that series; or (ix) a key employee of
     the entity with respect to which the Shares held by the transferor were
     issued.

--------------------------------------------------------------------------------

                                   SCHEDULE 3


7.   Other provisions if any:

(A)  Preferential/Preemptive Rights

     No holder of shares of the Company of any class, now or hereafter
     authorized, shall have any preferential or preemptive right to subscribe
     for, purchase or receive any shares of the Company of any class, now or
     hereafter authorized, or any options or warrants for such shares, or any
     rights to subscribe for or purchase such shares, or any securities
     convertible into or exchangeable for such shares, which may at any time be
     issued, sold or offered for sale by the Company.

(B)  Voting Requirements

     (1)  Except as otherwise provided herein, approval of the shareholders of
          the Company requires the affirmative vote of the holders of a majority
          of the Shares present in person or by proxy and voting at a meeting at
          which the issue is put forth for a vote.

     (2)  The affirmative vote of the holders of seventy-five percent (75%) of
          the Shares shall be required to approve:

          (a)  any merger, consolidation, liquidation or dissolution of the
               Company,

          (b)  any reinsurance or retrocession agreement with any company other
               than MIC or an MIC affiliate or to terminate any material
               amendment of any reinsurance or retrocession agreement to which
               the Company is a party, or

          (c)  the sale, lease or exchange of the Company's assets other than in
               the ordinary course of business.

     (3)  Except for Section 7(B)(2) of these Articles, the Company's Articles
          and By-Laws shall not be altered, amended or repealed and no provision
          inconsistent therewith shall be adopted, without the affirmative vote
          of the holders of at least sixty-six and 2/3 percent (66-2/3%) of
          Shares present in person or by proxy and voting at a meeting at which
          that issue is put forth for a vote provided that the rights associated
          with the rights associated with any series of Shares shall not be
          varied, unless the rights associated with all other series are
          similarly changed, without the


                                  Page 12 of 13
<PAGE>

                                                                         FORM 13
                          THE COMPANIES ACT OF BARBADOS

                                   SCHEDULE TO

                       RESTATED ARTICLES OF INCORPORATION

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

          affirmative vote of each series represented in person or by proxy, the
          vote of each series being determined by the holders of at least
          sixty-six and 2/3 percent (66- 2/3%) of the Shares of such series, and
          provided further that the rights of the Class A shares, the rights of
          the Common share and the rights and duties of the directors nominated
          by the holder of the Common share shall not be altered unless such
          change is approved by the affirmative vote of all of the Shares
          outstanding. Section 7(B)(2) of these Articles shall not be altered,
          amended or repealed and no provision inconsistent therewith shall be
          adopted without the affirmative vote of the holders of at least
          seventy-five percent (75%) of Shares.

(C)  Restrictions on Share Ownership

     (1)  No share of the Company of any class shall be allotted, issued or
          transferred to any person who is a resident within the Caribbean
          community as defined in the Exempt Insurance Act Corp. 308A.

     (2)  An invitation to the public to subscribe for shares or security
          interest is prohibited.









--------------------------------------------------------------------------------
Date                             Signature                        Title
--------------------------------------------------------------------------------


                           Peter R. P. Evelyn, Q.C.              Director
--------------------------------------------------------------------------------


                                  Page 13 of 13


<PAGE>

                                                                         Form 13

                            COMPANIES ACT OF BARBADOS
                                  (Section 205)

                       RESTATED ARTICLES OF INCORPORATION

-------------------------------------------------------------------------

1.   Name of Company                                  2.   Company Number

     Motors Mechanical Reinsurance Company, Limited            1485

-------------------------------------------------------------------------

3.   The classes and any maximum number of shares that the Company is
     authorized to issue

     The annexed Schedule 1 is incorporated in this form.

-------------------------------------------------------------------------

4.   Restriction if any on share transfers

     The annexed Schedule 2 is incorporated in this form.

-------------------------------------------------------------------------

5.   Number (or minimum and maximum number) of Directors

     There shall be a minimum of 2 and a maximum of 9 Directors.

-------------------------------------------------------------------------

6.   Restrictions if any on the business the company may carry on

     The principal object and activity of the Company is to engage in
     Exempt Insurance business within the meaning of the Exempt
     Insurance Act, 1983 of Barbados and the business of the Company
     shall be restricted accordingly.

-------------------------------------------------------------------------

7.   Other provisions if any

     The annexed Schedule 3 is incorporated in this form.

-------------------------------------------------------------------------

The foregoing restated articles of incorporation correctly set out,
without substantive change to the corresponding provisions of the
articles of incorporation as amended and supercede the original
articles of incorporation.

-------------------------------------------------------------------------
8.   Date                    Signature                 Title
-------------------------------------------------------------------------

                                                      Director

                       Peter R. P. Evelyn, Q.C.
-------------------------------------------------------------------------

--------------------------------------------------------------------------------
For Ministry use only
Company Number:                                Filed:


<PAGE>

                                                                          FORM 5
                          THE COMPANIES ACT OF BARBADOS
                              (Sections 33 and 203)

                                   SCHEDULE TO

                              ARTICLES OF AMENDMENT

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

                                   SCHEDULE 1

(B)  Allocations to Subsidiary Capital Accounts

     The Company will establish a Subsidiary Capital Account with respect to the
     Class A shares as a class and to each series of Shares of the Company at
     the time a series is issued.

     The Subsidiary Capital Account balance of the Class A shares shall be equal
     to the balance of the Subsidiary Capital Account established for the Common
     shares from which such Class A shares were created on the date of the
     conversion of the Common shares to Class A shares. The consideration
     received by the Company upon the issuance of a particular series of Shares
     will be allocated to the Subsidiary Capital Account for that series. Items
     of income and expense, and losses, attributable to insurance underwriting
     activities shall be determined as of the end of each calendar quarter and
     shall be allocated to the Subsidiary Capital Accounts as of the end of the
     fiscal quarter of the Company in which the respective calendar quarter
     ends. Investment experience, and other items of income and expense, gains,
     and losses and distributions with respect to shares of the Company will be
     determined and allocated to the Subsidiary Capital Accounts as of the end
     of each fiscal quarter of the Company. All such accounting determinations
     and allocations provided for in this section 3(B) shall be made using
     United States generally accepted accounting principles, unless otherwise
     required or permitted by these Articles. For purposes of such allocations,
     items shall be "related" to a Subsidiary Capital Account which is
     identified with the same MIC Mechanical Account to which such items can be
     attributed.

     (1)  The following items of income and expense, and losses, attributable to
          insurance underwriting activities shall be allocated one hundred
          percent (100%) to the related Subsidiary Capital Account:

          (a)  premiums ceded to the Company and return premiums;

          (b)  any agents' or brokers' commissions, ceding commissions, any
               commissions or ceding commissions recaptured, unearned premiums,
               reinsurance premiums ceded by the Company, and any United States
               excise tax; and

          (c)  losses incurred, and any amount of losses recovered through
               salvage, subrogation, reimbursement or otherwise. For the purpose
               of this Section 3(B)(1), losses incurred includes both paid and
               unpaid (reported and unreported) losses.

     (2)  The following expenses or liabilities shall be allocated among all
          Subsidiary


                                  Page 1 of 14
<PAGE>

                                                                          FORM 5
                          THE COMPANIES ACT OF BARBADOS
                              (Sections 33 and 203)

                                   SCHEDULE TO

                              ARTICLES OF AMENDMENT

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

          Capital accounts for the Shares pro rata on the basis of the number of
          series issued and outstanding at the end of the fiscal quarter in
          which the expense or liability is incurred, provided that for purposes
          of such allocation, series of Shares issued at any time during the 12
          calendar months preceding the end of the fiscal quarter in which the
          expense or liability is incurred, and series with respect to which the
          unearned premium is zero as of such date, shall be excluded:

          (a)  any expenses or liabilities attributable to ordinary day-to-day
               Company operations, excluding any United States Federal income
               taxes; and

          (b)  any expenses or liabilities attributable to the organization of
               the Company or to the offer, sale or issuance of Shares,
               including but not limited to the costs of compliance with
               regulations and requirements of the United States Securities and
               Exchange Commission and the various states and other
               jurisdictions of the United States as they pertain thereto.

     (3)  Any United States Federal income tax liability (and any interest
          thereon or any penalties related thereto) incurred by the Company
          shall be allocated among the Subsidiary Capital Accounts based upon
          the relative contribution of each of those accounts to the taxable
          income of the Company upon which the tax (and any interest or
          penalties) is imposed.

     (4)  Any expenses or liabilities of the Company not allocable in the manner
          described in paragraphs (1) through (3) above shall be allocated among
          the Subsidiary Capital Accounts on the basis of the relative balances
          of such Accounts as of the end of the fiscal quarter preceding the
          date on which the expense or liability is incurred, provided that for
          purposes of such allocation, series of Shares issued at any time
          during the 12 calendar months preceding the end of the fiscal quarter
          in which the expense or liability is incurred, and series with respect
          to which the unearned premium is zero as of such date, shall be
          excluded.

     (5)

          (a)  Investment income, net of any direct investment expense, shall be
               allocated amount the Subsidiary Capital Accounts pro rata based
               upon the relative Investment Asset Balance (as defined in
               Subparagraph (b) below) of each such account as of the last day
               of the fiscal quarter preceding the quarter for which the
               investment income is being allocated. For these purposes, net
               investment income will include realized (but not unrealized)
               gains and losses.

          (b)  The Investment Asset Balance of each Subsidiary Capital Account
               shall be equal to the capital and surplus allocated to such
               account, increased by:


                                  Page 2 of 14
<PAGE>

                                                                          FORM 5
                          THE COMPANIES ACT OF BARBADOS
                              (Sections 33 and 203)

                                   SCHEDULE TO

                              ARTICLES OF AMENDMENT

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

               (i)    the unearned portions of the written premiums that have
                      been collected by the Company and allocated to such
                      account as of the last day of the fiscal quarter preceding
                      the quarter for which the income is being allocated, net
                      of any applicable commissions and taxes;

               (ii)   the outstanding loss reserves attributable to such account
                      as of the last day of the fiscal quarter preceding the
                      quarter for which the income is being allocated; and

               (iii)  any other outstanding liability that has been charged to
                      such account as of the last day of the fiscal quarter
                      preceding the quarter for which the income is being
                      allocated.

     (6)

          (a)  If, after the credits and charges described in paragraphs (1)
               through (5) above are made to the Subsidiary Capital Accounts
               there exists a deficit in one or more of such accounts, then each
               such deficit will be allocated to and charged against:

               (i)    first, the Subsidiary Capital Accounts for the Shares, pro
                      rata, based upon the relative earned premiums allocated to
                      each such account for the fiscal quarter for which the
                      allocation is being made; provided, however, that only
                      accounts which have positive balances will be taken into
                      account for the purposes of this allocation; and

               (ii)   then, any remaining unallocated deficit to the remaining
                      Subsidiary Capital Accounts for the Shares with positive
                      balances as of the last day of the fiscal quarter for
                      which the allocation is being made, pro rata, based upon
                      such balances.

          (b)  If, as a result of an allocation of a deficit as described in
               subparagraph (i) or (ii) of paragraph (a) above, a deficit is
               created in one or more of the Subsidiary Capital Accounts, then
               the resulting deficit(s) will be further allocated in the manner
               provided in that subparagraph.

          (c)  Although this paragraph (6) shall be applied in a manner that
               does not result in a balance in any Subsidiary Capital Account
               for a series of Shares that is less than zero, if any such
               account had a deficit that was allocated to and charged against
               the Subsidiary Capital Account for any series of Shares pursuant
               to Section 3(B)(6)(a) hereof (after taking into account the


                                  Page 3 of 14
<PAGE>

                                                                          FORM 5
                          THE COMPANIES ACT OF BARBADOS
                              (Sections 33 and 203)

                                   SCHEDULE TO

                              ARTICLES OF AMENDMENT

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

               provisions of Section 3(B)(6)(b)) after January 1, 1995, or to
               the Subsidiary Capital Account for the Common shares pursuant to
               Section 3(1)(7)(a)(i) of the Articles of Incorporation as in
               effect prior to July 1, 2004, then at the end of any succeeding
               fiscal quarter for which that account otherwise would show an
               account balance greater than zero, such account balance will be
               reallocated and credited:

               (i)    first to the Subsidiary Capital Accounts for the Shares,
                      pro rata, based upon the relative amounts, through the end
                      of the fiscal quarter preceding the quarter for which the
                      reallocation hereunder is being made, of deficits that
                      were allocated after January 1, 1995 to those accounts
                      (whether under Section 3(B)(6)(a)(i) or (ii) or their
                      predecessors) from any Subsidiary Capital Account and that
                      have not previously been restored, until all Subsidiary
                      Capital Account reductions after January 1, 1995 under
                      Section 3(B)(6)(a) or its predecessor with respect to the
                      series of Shares from which the reallocation hereunder is
                      being made have been restored, and

               (ii)   then, to the Subsidiary Capital Accounts for the Shares
                      with positive balances as of the last day of the fiscal
                      quarter for which the allocation is being made, pro rata,
                      based upon such balances, until all Subsidiary Capital
                      Account reductions under Section 3(B)(6)(a) or its
                      predecessor with respect to the series of Shares from
                      which the reallocation hereunder is being made have been
                      restored.

     (7)

          (a)  Dividends, payments upon redemption or liquidation (described
               below), and any other distributions with respect to shares of the
               Company will be allocated to the Subsidiary Capital Account for
               the class or series with respect to which the dividend, payment
               or distribution was made.

          (b)  Where all shares of a series of Shares are repurchased by the
               Company pursuant to Section 4 of Schedule 2 below, or redeemed in
               accordance with the Company's procedures for redemption set forth
               in Section 3(H) below, the Subsidiary Capital Account for such
               series shall be terminated as of the last day of the fiscal
               quarter in which the unearned portion of premiums that have been
               ceded to the Company and allocated to such account becomes zero.
               Subsequent to the Repurchase date or Redemption Date (as those
               terms are defined in Section 4 of Schedule 2 and Section 3(H)
               hereof respectively), as the case may be, any positive balance as
               of the last day of any calendar quarter for the Subsidiary


                                  Page 4 of 14
<PAGE>

                                                                          FORM 5
                          THE COMPANIES ACT OF BARBADOS
                              (Sections 33 and 203)

                                   SCHEDULE TO

                              ARTICLES OF AMENDMENT

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

               Capital Account of any repurchased or redeemed series of Shares,
               after application of the provisions of Section 3(B)(6)(c), will
               be allocated among the Subsidiary Capital Accounts of the
               existing series of Shares pro rata based upon relative earned
               premiums attributable to such account for the calendar quarter
               then ending and any net deficit will be allocated in accordance
               with the provisions of Section 3(B)(6)(a).

     (8)  For purposes of allocating expenses and liabilities (that are
          allocated based on Subsidiary Capital Account balances) and investment
          income, and of calculating the amount of dividends and of payments
          upon liquidation of the Company or upon redemption or repurchase of
          Shares by the Company pursuant to these Articles, the Subsidiary
          Capital Account for a series of Shares shall be deemed to have been
          reduced by the outstanding amount of any advance of funds made with
          respect to such series of Shares as of the applicable date for
          determination of the balance of the Subsidiary Capital Account. For
          purposes of this Section 3(A)(8), an advance of funds is "made with
          respect to a series of Shares" if the advance has been paid to one or
          more holders of Shares of that series.

--------------------------------------------------------------------------------

                                   SCHEDULE 2

3.   The classes and any maximum number of shares that the Company is authorized
     to issue:

     The Company is authorised to issue:-

     2,000 shares of one class without nominal or par value to be designated
     Class A shares;

     one share of one class without nominal or par value to be designated the
     Common share; and

     100,000 shares of one class without nominal or par value to be designated
     Participating shares which shall be divided into 1,000 series and issued in
     series of 100 shares and each series will have a number between 0001 and
     1000.

The rights preferences and limitations of the said classes of shares are as
follows:

(C)  Class A Shares

     (1)  VOTING
          The outstanding Class A shares shall have no voting rights except as
          otherwise provided by law.


                                  Page 5 of 14
<PAGE>

                                                                          FORM 5
                          THE COMPANIES ACT OF BARBADOS
                              (Sections 33 and 203)

                                   SCHEDULE TO

                              ARTICLES OF AMENDMENT

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------


     (2)  REDEMPTION
          Subject to compliance with any applicable statute or act, the Company
          may redeem any of its issued and outstanding Class A shares if
          redemption of such shares is approved by a majority of the board.

          The redemption of the Class A shares shall be effective on such future
          date as determined by the Board, which shall be no later than the last
          business day of the calendar year in which such redemption was
          approved by the Board. Such date is herein called the "Redemption
          Date."

          The consideration payable to the holders of redeemed Class A shares
          shall be the Subsidiary Capital Account balance for the Class A shares
          as of the Redemption Date. Such consideration shall be paid
          immediately upon redemption.

          Upon redemption of the Class A shares as aforesaid, the holder(s)
          thereof shall cease to have any further interest in the shares being
          redeemed. The Class A shares redeemed pursuant to this Section 3(C)(2)
          shall return to the status of authorized but unissued Class A shares.

          If any A Class share shall be redeemed, repurchased or otherwise
          retired, it shall return to the status of an authorized but unissued
          share of such class.

     (3)  DIVIDENDS

          In no event shall any dividend whatever be paid upon or declared or
          set apart for the Class A shares.

     (4)  LIQUIDATION

          The Company may be liquidated upon the vote of the holders of at least
          seventy-five percent (75%) of the Shares issued and outstanding. In
          the event of any voluntary or involuntary liquidation, dissolution or
          winding up of the affairs of the Company, after payment of all
          liabilities of the Company, the holder of the outstanding Class A
          shares shall be entitled to receive an amount equal to the Subsidiary
          Capital Account balance related to the Class A shares before any
          distribution of the assets of the Company shall be made to the holder
          of the Common share. A consolidation or merger of the Company, or sale
          or transfer of all or substantially all its assets, or any purchase or
          redemption of shares of the Company of any class or series, shall not
          be regarded as a "liquidation, dissolution, or winding up" within the
          meaning of this paragraph.

(D)  Common share


                                  Page 6 of 14
<PAGE>

                                                                          FORM 5
                          THE COMPANIES ACT OF BARBADOS
                              (Sections 33 and 203)

                                   SCHEDULE TO

                              ARTICLES OF AMENDMENT

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------


     (1)  VOTING

          The outstanding Common share shall have no voting rights except as
          otherwise provided by law, provided that the holder of the Common
          share shall be entitled to nominate two individuals, both of whom must
          reside in Barbados and one of whom must be a resident of Barbados, to
          stand for election as directors of the Company.

     (2)  REDEMPTION

          The Common share is non-redeemable.

     (3)  DIVIDENDS

          In no event shall any dividend whatever be paid upon or declared or
          set apart for the Common share.

     (4)  LIQUIDATION

          After the procedure set down in sections 3(C)(4) and 3(E)(6) has been
          followed the remaining assets of the Company, if any, shall be
          distributed to the holder of the Common share.

(E)  Participating Shares

     (1)  A series of Shares shall be issued with respect to a specific MIC
          Mechanical Account. Only one series of Shares shall be issued with
          respect to an MIC Mechanical Account. A series of Shares shall be
          issued only to persons or entities acceptable to the Board and
          certified by the owner(s) of the entity or entities to which the MIC
          Mechanical Account relate. Certification will be effected in
          accordance with procedures adopted by the Board from time to time. No
          Share of any particular series of Shares shall be issued unless all
          Shares of such series are issued.

     (2)  The rights associated with any Shares of a series shall be identical
          to the rights associated with all other Shares of the same series.

     (3)  VOTING

                  The holders of Shares shall among them have the right to elect
                  all directors of the Company. Each outstanding Share shall
                  entitle the registered holder thereof to one vote on all
                  resolutions of the Company.


                                  Page 7 of 14
<PAGE>

                                                                          FORM 5
                          THE COMPANIES ACT OF BARBADOS
                              (Sections 33 and 203)

                                   SCHEDULE TO

                              ARTICLES OF AMENDMENT

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------


     (4)  REDEMPTION

          Subject to compliance with any applicable statute or act, the Company
          may redeem any of its issued and outstanding Shares if:

          (a)  all Shares of the series involved are redeemed,

          (b)  the redemption of such Shares is approved by a majority of the
               Board,

          (c)  after giving effect to such redemption, there are at least eleven
               (11) series of Shares issued and outstanding and owned by
               unrelated person, and

          (d)  after giving effect to such redemption, the Company is not a
               "controlled foreign corporation" as defined under Subpart F of
               the United States Internal Revenue Code, or any successor
               provisions.

          The consideration payable to the holders of redeemed Shares shall be
          the Subsidiary Capital Account balance for the series of such shares
          as of the Redemption Date as adjusted by the Board to reflect any
          contingent liabilities allocable to such account. Such consideration
          shall be paid within five (5) months of the Redemption Date, provided
          that the holder(s) of the redeemed Shares shall have delivered to the
          Company, certificates representing the Shares being redeemed duly
          endorsed and accompanied by such other documents as the Company may
          require. Such consideration shall bear interest from the Redemption
          Date until the earlier of the date of payment or the date that is five
          (5) months from the Redemption Date, at a rate equal to the rate of
          interest paid on 26-week United States Treasury Bills for the issue
          following the Redemption Date.

          Upon redemption of the Shares as aforesaid, the holder(s) thereof
          shall cease to have any further interest in the Shares being redeemed.
          The Shares redeemed pursuant to this Section 3(E)(4) shall return to
          the status of authorized but unissued Shares.

          If any Share shall be redeemed, repurchased or otherwise retired, it
          shall return to the status of an authorized but unissued Share of such
          class.

     (5)  DIVIDENDS

          Each outstanding Share shall entitle the registered holder of record
          of such Share to dividends in accordance with the following rules:

          (a)  Subject to the following paragraphs, dividends may be paid at the
               discretion of the Board.


                                  Page 8 of 14
<PAGE>

                                                                          FORM 5
                          THE COMPANIES ACT OF BARBADOS
                              (Sections 33 and 203)

                                   SCHEDULE TO

                              ARTICLES OF AMENDMENT

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------


          (b)  Dividends, payable in cash or such other property as the Board
               may determine, on a series of Shares shall be declared and
               payable, only if the Company shall have, after giving effect to
               the dividend, sufficient net assets, without regard to any Letter
               of Credit or Guarantee, to meet the general business solvency
               margin prescribed by the Exempt Insurance Act and Section 51 of
               the Act; provided that dividends with respect to any series of
               shares may be paid only out of earned surplus attributable to the
               Subsidiary Capital Account identified with those shares and only
               to the extent that, after giving effect to the dividend, the
               capital and surplus identified with that Subsidiary Capital
               Account (without regard to any Guarantee or Letter or Credit)
               would meet its pro rata share, based on allocable premium income,
               of the minimum net assets required of the Company under the
               Exempt Insurance Act. Subject to the right of the holders of
               shares to receive minimum dividends pursuant to the following
               paragraph, to the extent a dividend is declared on the shares, it
               shall be declared and paid subject to the foregoing limitations
               for each series of shares as a percentage of the net income for
               the preceding calendar year and/or earned surplus as of the end
               of the preceding calendar year, attributable to each series,
               provided that such percentage may vary among series of shares
               with the level of net income and/or earned surplus.

          (c)  Subject to the preceding paragraph, the holders of Shares of each
               series shall be entitled to receive minimum annual dividends,
               payable annually within each fiscal year, in cash or such other
               property as the Board may determine. The minimum annual dividend
               payable on each Share shall be such Share's pro rata portion of
               an amount equal to twenty percent (20%) of the net income, if
               any, of the preceding fiscal year attributable to the Subsidiary
               Capital Account associated with the series of which that Share is
               a part. If a holder of Shares receives no dividend or a limited
               dividend in any annual period as a result of the limitations set
               forth in the preceding paragraph, any unpaid portion of the
               minimum dividend otherwise payable pursuant to this paragraph
               shall not become payable pursuant to this paragraph in any
               subsequent year.

     (6)  LIQUIDATION

          The Company may be liquidated upon the vote of the holders of at least
          seventy-five percent (75%) of the Shares issued and outstanding. In
          the event of any voluntary or involuntary liquidation, dissolution or
          winding up of the affairs of the Company, after payment of all
          liabilities of the Company, each holder of the outstanding Shares of a
          series shall be entitled to receive an amount equal to his share
          (based on his proportionate ownership of such series) of the
          Subsidiary Capital Account balance related to his series of Shares
          before any distribution of

                                  Page 9 of 14
<PAGE>

                                                                          FORM 5
                          THE COMPANIES ACT OF BARBADOS
                              (Sections 33 and 203)

                                   SCHEDULE TO

                              ARTICLES OF AMENDMENT

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

          the assets of the Company shall be made to the holder of the Common
          share. After such payment shall have been made in full to the holders
          of the outstanding Shares, or funds necessary for such payment shall
          have been set aside in trust for the account of the holders of the
          outstanding Shares so as to be available therefor, the holders of the
          outstanding Shares shall be entitled to no further participation in
          the distribution of the assets of the Company, and the remaining
          assets of the Company, if any, shall be distributed to the holder of
          the Common share. A consolidation or merger of the Company, or sale or
          transfer of all or substantially all its assets, or any purchase or
          redemption of shares of the Company of any class or series, shall not
          be regarded as a "liquidation, dissolution, or winding up" within the
          meaning of this paragraph.

--------------------------------------------------------------------------------

                                   SCHEDULE 3

4.   Restrictions, if any, on share transfers:

(A)  Subject to the exceptions listed below, Shares (whether owned by the
     original or any subsequent holder thereof) shall not be transferred in any
     manner unless the holder(s) has furnished written notice to the Company
     which notice shall identify the proposed transferee of such Shares. The
     Company may elect, at any time within sixty (60) days of the receipt of the
     notice of the proposed transfer, to purchase the shares identified in the
     notice required by this Section 4(A). If the Company elects to purchase
     such Shares, the price will be the balance of the Subsidiary Capital
     account related to such series of Shares as of the last day of the fiscal
     quarter immediately preceding the date on which the offer to purchase was
     accepted by the Company (the "Repurchase Date") (or if less than all such
     Shares are offered, then the pro rata portion of such account attributable
     to the Shares offered). Payment by the company may be deferred until the
     end of the fiscal quarter in which the offer to purchase was accepted by
     the Company. Shares purchased by the Company pursuant to this paragraph
     shall return to the status of authorized but unissued shares of such class.
     If the Company does not elect to purchase the Shares pursuant to this
     paragraph, they may be transferred to the party identified in the notice
     referred to above within the following sixty (60) days, subject to the
     requirements of the following paragraphs. After such further sixty (60)
     days, any attempted transfer of the Shares shall be subject to all the
     requirements of this paragraph.

(B)  In addition to the requirements of the preceding paragraph and except as
     provided in paragraph (D) below, transfers of less than all Shares of a
     series shall not be made unless the holder(s) has received the written
     consent of the Company thereto. A request for such consent must be made in
     writing and set forth the name(s) and address(es) of the intended
     transferee(s), the desired date of the transfer, and the consideration to
     be paid. The Company shall have sixty (60) days from receipt of such
     request to grant or withhold its consent to the intended transfer. If the
     Company fails to give its written consent, any


                                  Page 10 of 14
<PAGE>

                                                                          FORM 5
                          THE COMPANIES ACT OF BARBADOS
                              (Sections 33 and 203)

                                   SCHEDULE TO

                              ARTICLES OF AMENDMENT

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

     subsequent transfer shall be void and of no effect.

(C)  Shares may not be transferred unless and until the Company has received
     such assurances of compliance with all applicable laws and regulations as
     it may deem necessary and the transferee has agreed to abide by the
     requirements set forth in the Stock Purchase Agreement entered into by the
     transferor. Certificates representing shares of any class of the Company's
     shares shall bear a legend substantially to the effect of this Section 4 of
     these Articles.

(D)  A sale, gift, assignment, pledge or other transfer of Shares shall be
     exempt from the requirements of paragraphs (A) and (B) of this Section 4 if
     the Company determines that the transferee or assignee of the shares is:
     (i) a member of the transferring shareholder's immediate family; (ii) a
     trust for the benefit of the transferring shareholder, or for the benefit
     of other exempted transferees described in this paragraph; (iii) if the
     transferor is a corporation, any shareholder of the transferor; (iv) if the
     transferor is a partnership, any of its partners; (v) a corporation which
     is controlled by or under common control with the transferor; (vi) the
     estate of a deceased shareholder or legatees and heirs of such deceased
     shareholder; (vii) a charitable or other qualifying organization described
     in Section 170(c)(2) of the United States Internal Revenue code of 1986;
     (viii) in the case of a transfer of less than all of the shares of a
     series, a person who immediately prior to such transfer is a holder of
     Shares of that series; or (ix) a key employee of the entity with respect to
     which the Shares held by the transferor were issued.

--------------------------------------------------------------------------------

                                   SCHEDULE 4

7.   Other provisions if any:

(A)  Preferential/Preemptive Rights

     No holder of shares of the Company of any class, now or hereafter
     authorized, shall have any preferential or preemptive right to subscribe
     for, purchase or receive any shares of the Company of any class, now or
     hereafter authorized, or any options or warrants for such shares, or any
     rights to subscribe for or purchase such shares, or any securities
     convertible into or exchangeable for such shares, which may at any time be
     issued, sold or offered for sale by the Company.

(B)  Voting Requirements

     (1)  Except as otherwise provided herein, approval of the shareholders of
          the Company requires the affirmative vote of the holders of a majority
          of the Shares present in person or by proxy and voting at a meeting at
          which the issue is put forth for a vote.


                                  Page 11 of 14
<PAGE>

                                                                          FORM 5
                          THE COMPANIES ACT OF BARBADOS
                              (Sections 33 and 203)

                                   SCHEDULE TO

                              ARTICLES OF AMENDMENT

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

     (2)  The affirmative vote of the holders of seventy-five percent (75%) of
          the Shares shall be required to approve:

          (a)  any merger, consolidation, liquidation or dissolution of the
               Company,

          (b)  any reinsurance or retrocession agreement with any company other
               than MIC or an MIC affiliate or to terminate any material
               amendment of any reinsurance or retrocession agreement to which
               the Company is a party, or

          (c)  the sale, lease or exchange of the Company's assets other than in
               the ordinary course of business.

     (3)  Except for Section 7(B)(2) of these Articles, the Company's Articles
          and By-Laws shall not be altered, amended or repealed and no provision
          inconsistent therewith shall be adopted, without the affirmative vote
          of the holders of at least sixty-six and 2/3 percent (66-2/3%) of
          Shares present in person or by proxy and voting at a meeting at which
          that issue is put forth for a vote provided that the rights associated
          with the rights associated with any series of Shares shall not be
          varied, unless the rights associated with all other series are
          similarly changed, without the affirmative vote of each series
          represented in person or by proxy, the vote of each series being
          determined by the holders of at least sixty-six and 2/3 percent
          (66-2/3%) of the Shares of such series, and provided further that the
          rights of the Class A shares, the rights of the Common share and the
          rights and duties of the directors nominated by the holder of the
          Common share shall not be altered unless such change is approved by
          the affirmative vote of all of the Shares outstanding. Section 7(B)(2)
          of these Articles shall not be altered, amended or repealed and no
          provision inconsistent therewith shall be adopted without the
          affirmative vote of the holders of at least seventy-five percent (75%)
          of Shares.

(C)  Restrictions on Share Ownership

     (1)  No share of the Company of any class shall be allotted, issued or
          transferred to any person who is a resident within the Caribbean
          community as defined in the Exempt Insurance Act Corp. 308A.

     (2)  An invitation to the public to subscribe for shares or security
          interest is prohibited.

--------------------------------------------------------------------------------
Date                         Signature                     Title
--------------------------------------------------------------------------------

                     Peter R. P. Evelyn, Q.C.            Director
--------------------------------------------------------------------------------

                                  Page 12 of 14
<PAGE>

                                                                          FORM 5
                          THE COMPANIES ACT OF BARBADOS
                              (Sections 33 and 203)

                                   SCHEDULE TO

                              ARTICLES OF AMENDMENT

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

                                   SCHEDULE 5

Resolution of the Company amending its Articles:

                               SPECIAL RESOLUTION

               Special Resolution of the Company passed at a meeting
               of the Shareholders of the Company held on the 12th day
               of May, 2004.

BE IT RESOLVED as follows:

1.    That the Restated Articles of the Company be amended as follows:-

1.1   in Schedule 1 of Item 3 inserting the letter "A" before the section titled
      "Definitions";

1.2   in Schedule 1 of Item 3 in the subsection titled "MIC" of the Definitions
      section deleting "New York" and replacing it with "Michigan" and deleting
      "Detroit" and replacing it with "Southfield";

1.3   in Schedule 1 of Item 3 deleting the subsection titled "Restricted Earned
      Surplus" in the Definitions section;

1.4   in Schedule 1 of Item 3 deleting the existing subsection titled
      "Allocations to Subsidiary Account" and replacing it with the subsection
      numbered "B" titled "Allocations to Subsidiary Account" as set out in
      Schedule 1 which is annexed to the Articles of Amendment;

1.5   the 2,000 common shares issued and outstanding at the date hereof that the
      Company is authorised to issue are converted to 2,000 Class A shares
      issued and outstanding at the rate of one Class A share for each common
      share issued and outstanding in the capital of the company with the
      rights, privileges, restrictions and conditions as set out in Schedule 2
      which is annexed to the Articles of Amendment;

1.6   creating one share of one class without nominal or par value to be
      designated the Common share with the rights, privileges, restrictions and
      conditions as set out in Schedule 2 which is annexed to the Articles of
      Amendment;

1.7   in Schedule 1 of Item 3 deleting the existing rights of the Participating
      shares and replacing them with the rights as set out in Schedule 2 which
      is annexed to the Articles of Amendment;

1.8   deleting Schedule 2 of Item 4 titled "Restriction if any on Share
      Transfers" in its entirety


                                  Page 13 of 14
<PAGE>

                                                                          FORM 5
                          THE COMPANIES ACT OF BARBADOS
                              (Sections 33 and 203)

                                   SCHEDULE TO

                              ARTICLES OF AMENDMENT

--------------------------------------------------------------------------------
1.   Name of Company:                                           Company No:

     Motors Mechanical Reinsurance Company, Limited             1485
--------------------------------------------------------------------------------

      and replacing it with Schedule 3 which is annexed to the Articles of
      Amendment;

1.9   deleting Schedule 2 of Item 7 titled "Other Provisions if any" and
      replacing it with Schedule 4 which is annexed to the Articles of
      Amendment; and

1.10  reducing the minimum number of directors of the Company from the existing
      5 directors to 2 directors and increasing the maximum number of directors
      of the Company from the existing 6 directors to 9 directors in Item 5.

2.    That the Company shall take such steps as shall be necessary to cause the
      above amendments to be put into effect as from the 1st day of July, 2004.

3.    That any director and/or the secretary of the Company be and is hereby
      authorised to sign all documents and do all things necessary or desirable
      to effect such amendment including the delivery of Articles of Amendment
      in prescribed form to the Registrar of Companies under the Companies Act
      Cap. 308 of the Laws of Barbados.


CERTIFIED A TRUE COPY:


                         -------------------------------
                            Peter R. P. Evelyn, Q.C.
                                    Director







--------------------------------------------------------------------------------
Date                         Signature                     Title
--------------------------------------------------------------------------------

                     Peter R. P. Evelyn, Q.C.            Director
--------------------------------------------------------------------------------

                                  Page 14 of 14


<PAGE>

                                                                          Form 5

                            COMPANIES ACT OF BARBADOS
                              (Section 33 and 203)

                              ARTICLES OF AMENDMENT


1.   Name of Company Motors    Mechanical Reinsurance Company, Limited

2.   Company Number            1485

3.   The articles of the above named company are amended as follows:

(1)  Pursuant to Section 197(1)(m) of the Companies Act Cap. 308 of the Laws of
     Barbados (the "Act"), Schedule 1 of Item 3 of the Restated Articles of
     Incorporation are amended by:

     i)   inserting the letter "A" before the section titled "Definitions";
     ii)  in the subsection titled "MIC" in the Definitions section deleting
          "New York" and replacing it with "Michigan" and deleting "Detroit" and
          replacing it with "Southfield";
     iii) deleting the subsection titled "Restricted Earned Surplus" in the
          Definitions section; and
     iv)  deleting the existing subsection titled "Allocations to Subsidiary
          Account" and replacing it with the subsection numbered "B" titled
          "Allocations to Subsidiary Account" as set out in the annexed Schedule
          1 which is incorporated in this Form.

(2)  Pursuant to Section 197 (1)(f) of the Act the 2,000 common shares issued
     and outstanding at the date hereof that the Company is authorised to issue
     are converted to 2,000 Class A shares issued and outstanding at the rate of
     one Class A share for each common share issued and outstanding in the
     capital of the company with the rights, privileges, restrictions and
     conditions as set out in the annexed Schedule 2 which in incorporated in
     this Form.

(3)  Pursuant to Section 197(1)(d) of the Act the Articles of Incorporation of
     the Company are amended to create one share of one class without nominal or
     par value to be designated the Common share with the rights, privileges,
     restrictions and conditions as set out in Schedule 2 which is incorporated
     in this Form.

(4)  Pursuant to Section 197(1)(e) of the Act the Restated Articles are amended
     by deleting the existing rights of the Participating shares and replacing
     them with the rights as set out in Schedule 2 which is incorporated in this
     Form.

(5)  Pursuant to Section 197(1)(l) of the Act the Restated Articles are amended
     by deleting Schedule 2 of Item 4 titled "Restriction if any on Share
     Transfers" in its entirety and replacing it with the annexed Schedule 3
     which is incorporated in this Form.

(6)  Pursuant to Section 197(1)(m) of the Act the Restated Articles are amended
     by deleting Schedule 3 of Item 7 titled "Other Provisions if any" in its
     entirety and replacing it with the annexed Schedule 4 which is incorporated
     in this Form.

(7)  Pursuant to Section 197(1)(k) of the Act Item 5 of the Restated Articles is
     amended by reducing the minimum number of directors of the Company from the
     existing 5 directors to 2 directors and increasing the maximum number of
     directors of the Company from the existing 6 directors to 9 directors.

(8)  The annexed Schedule 5 is incorporated in this Form.

    ----------------------------------------------------------------------------
     Date:       Signature:                              Title:
                                                                        Director
                              Peter R. P. Evelyn, Q.C.
    ----------------------------------------------------------------------------
     Date:       Signature:                              Title:


    ----------------------------------------------------------------------------
     Date:       Signature:                              Title:


    ----------------------------------------------------------------------------


--------------------------------------------------------------------------------

For Ministry use only

Company Number:                             Filed:


<PAGE>


                                    EXHIBIT B

(Please note that due to technological limitations of the Edgar System, the
Edgar version of Exhibit B does not accurately reflect the document mailed to
shareholders.  An accurate copy of Exhibit B as mailed to shareholders is
attached hereto as a separate PDF file.)


                                    Barbados
                             The Companies Act 1982
                        Amended and Restated By-Law No. 1

          A By-Law relating generally to the conduct of the affairs of:
                 Motors Mechanical Reinsurance Company, Limited


Be it enacted as the general by-law of Motors Mechanical Reinsurance Company,
Limited (hereinafter called the "Company") as follows:

1.   INTERPRETATION


1.1. In this by-law and all other by-laws of the Company, unless the context
otherwise requires:

     (a) "Act" means the Companies Act CAP 308 1982-1991 of the Laws of Barbados
as from time to time amended and every statute substituted therefor and, in the
case of such substitution, any references in the by-laws of the Company to
provisions of the Act shall be read as references to the substituted provisions
therefor in the new statute or statutes;

     (b) "Regulations" means any regulations made under the Act, and every
regulation substituted therefor and, in the case of such substitution, any
references in the by-laws of the Company to provisions of the Regulations shall
be read as references to the substituted provisions therefore in the new
regulations;


     (c) "By-laws" means any by-law of the Company from time to time in force;


     (d) all terms that are contained in the by-laws and defined in the Act or
the Regulations shall have the meanings given to such terms in the Act or the
Regulations; and

     (e) the singular includes the plural and the plural includes the singular;
the masculine gender includes the feminine and neuter genders; the word "person"
includes bodies corporate, companies, partnerships, syndicates, trusts and any
association of persons; and the word "individual" means a natural person.


2.   REGISTERED OFFICE

2.1. The registered office of the Company shall be in Barbados at such address
as the directors may fix from time to time by resolution.

3.   SEAL

3.1. The common seal of the Company shall be such as the directors may by
resolution from time to time adopt.


<PAGE>


4.   DIRECTORS


4.1. Powers: Subject to any unanimous agreement to the contrary by and among the
shareholders, the business and affairs of the Company shall be managed by the
directors.

4.2. Number: The authorized number of directors constituting the board shall be
seven, subject to adjustment by the directors pursuant to paragraph 4.6 hereof.
At all times, there must be two directors who reside in Barbados, one of whom
must be a resident and citizen of Barbados. Except for the two resident
directors, all directors must be holders of Participating shares of the Company.

4.3. Nomination of Directors: Prior to the first annual meeting of shareholders
held after the adoption of these Amended and Restated By-laws, there shall be a
nominating committee consisting of the two directors that reside in Barbados.
Thereafter, the nominating committee shall consist of the two directors
nominated by the holder of the Company's common shares and the Secretary of the
Company. At each annual meeting of the shareholders, the holder of the Company's
common share shall nominate two individuals to stand for election as directors.
Prior to the first annual meeting of shareholders held after the adoption of
these Amended and Restated By-laws, the nominating committee shall nominate five
individuals to stand for election as directors, with two of such nominees to
serve until the second annual meeting of shareholders following the annual
meeting at which they were elected and three of such nominees to serve until the
third annual meeting of shareholders following the annual meeting at which they
were elected. After the first annual meeting of shareholders held after the
adoption of these Amended and Restated By-laws, the duties of the nominating
committee shall be limited to nominating one person to stand for election as a
director at the next annual meeting for each director whose term expires on the
date of such meeting. The nominating committee shall notify the Secretary of the
names of its nominees not less than thirty days prior to the meeting at which
such nominees shall be considered for election.

     Holders of at least two series of Participating shares also can nominate a
holder of Participating shares to stand for election as director, provided that
the Secretary be notified in writing of such nomination not less than ten days
prior to meeting at which such nominee shall be considered for election.

4.4. Election: The holders of the Participating shares shall be entitled to
elect all directors. The directors shall be elected on a show of hands unless a
ballot is demanded in which case such election shall be by ballot.



<PAGE>



4.5. Tenure: The term of all directors nominated by the holder of the Common
share shall be one year. The term of all other directors shall be two years
except for the three directors elected pursuant to paragraph 4.3 here of who
shall serve an initial term of three years. Unless his tenure is sooner
determined, a director shall hold office from the date on which he is elected or
appointed until his successor is elected or appointed. Directors are eligible to
serve an unlimited number of consecutive terms.


4.5.1. A director shall cease to be a director:

     (a)  if he becomes bankrupt or compounds with his creditors or is declared
          insolvent;

     (b)  if he is found to be of unsound mind; or

     (c)  if by notice in writing to the Company he resigns his office (any such
          resignation shall be effective at the time it is sent to the Company
          or at the time specified in the notice), whichever is later.


4.5.2. The holders of Participating shares may, by ordinary resolution passed at
a special meeting of such shareholders, remove any director from office and a
vacancy created by the removal of a director may be filled at the meeting of the
holders of Participating shares at which the director is removed.

4.6. Change in Number of Directors: The Board may alter the number of directors
provided that the number may not be increased to more than nine nor decreased to
less than two. In the event that the number of directors is altered, the
nominating committee will nominate such persons and for such terms so that the
number of directors elected at each annual meeting of shareholders will be as
equal as possible.

4.7. Casual Vacancy Among the Directors: Where there is any vacancy or vacancies
among the directors, the directors then in office may exercise all of the powers
of the directors so long as a quorum of the directors remain in office. Any
vacancy occurring among the directors may be filled, for the remainder of the
term, by such directors, subject to the requirement that two directors reside in
Barbados and one director is a resident and citizen of Barbados.

4.8. Committees: The directors may appoint from among their number a committee
or committees and subject to section 80(2) of the Act may delegate to such
committee any of the powers of the directors. Non-directors may be appointed to
serve on such committees.



<PAGE>


5.   BORROWING POWERS OF DIRECTORS

5.1. The directors may from time to time pursuant to a duly adopted resolution:

     (a)  borrow money upon the credit of the Company;

     (b)  issue, reissue, sell or pledge debentures of the Company;


     (c)  subject to section 53 of the Act, give a guarantee on behalf of the
Company to secure performance of an obligation of any person; and


     (d)  mortgage, charge, pledge or otherwise create a security interest in
all or any property of the Company, owned or subsequently acquired, to secure
any obligation of the Company.

5.2. The directors may from time to time by resolution delegate to any officer
of the Company all or any of the powers conferred on the directors by paragraph
5.1 hereof to the full extent thereof or such lesser extent as the directors may
in any such resolution provide.

5.3. The powers conferred by paragraph 5.1 hereof shall be in supplement of and
not in substitution for any powers to borrow money for the purposes of the
Company possessed by its directors or officers independently of a borrowing
by-law.

6. MEETINGS OF DIRECTORS


6.1. Place of Meeting: Meetings of the directors and of any committee of the
directors may be held within or outside Barbados provided that no such meeting
shall be held in the United States of America.

6.2. Notice: A meeting of the directors may be convened at any time by any
director or the Secretary, when directed or authorized by any director. Except
for meetings held in conjunction with the annual meeting of shareholders, notice
of all meetings must specify the purpose of or the business to be transacted at
the meeting. Subject to subsection 76(1) of the Act, the notice of any such
meeting held in conjunction with an annual meeting of shareholders need not
specify the purpose of or the business to be transacted at the meeting. Notice
of any meeting of the directors shall be served in the manner specified in
paragraph 18.1 hereof not less than fifteen days (exclusive of the day on which
the notice is delivered or sent but inclusive of the day for which notice is
deemed given) before the meeting is to take place. A director may in any manner
waive notice of a meeting of the directors and attendance of a director at a
meeting of the directors shall constitute a waiver of notice of the meeting
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business on the grounds that the meeting is not
lawfully called.


6.2.1. It shall not be necessary to give notice of a meeting of the directors to
a newly elected or appointed director for a meeting held immediately following
the election of directors by the shareholders or the appointment to fill a
vacancy among the directors.


<PAGE>



6.3. Quorum: Two directors, at least on of whom was nominated by the holder of
the Common share, shall form a quorum for the transaction of business and,
notwithstanding any vacancy among the directors, a quorum may exercise all the
powers of the directors. No business shall be transacted at a meeting of
directors unless a quorum is present.


6.3.1. A director may, if all the directors consent, participate in a meeting of
directors or of any committee of the directors by means of such telephone or
other communications facilities as permit all persons participating in the
meeting to hear each other and a director participating in such a meeting by
such means is deemed to be present at that meeting and such meeting shall be
deemed to be held in Barbados, provided that at least two directors are together
in Barbados.


6.4. Voting: Questions arising at any meeting of the directors shall be decided
by the approval of sixty-six and 2/3 percent (66 2/3%) of the directors present
at such meeting.

6.5. Resolution in Lieu of Meeting: Notwithstanding any of the foregoing
provisions of this by-law, a resolution in writing signed by all the directors
entitled to vote on that resolution at a meeting of the directors or any
committee of the directors is as valid as if it had been passed at a meeting of
the directors or any committee of the directors.


7.   REMUNERATION OF DIRECTORS


7.1. The directors, other than the directors who are residents of Barbados,
shall serve without remuneration. The remuneration to be paid to the directors
who are residents of Barbados shall be such as the shareholders may from time to
time determine. The directors may award special remuneration to any director
undertaking any special services on the Company's behalf other than the routine
work ordinarily required of a director and the confirmation of any such
resolution or resolutions by the shareholders shall not be required. The
directors shall also be entitled to be paid their reasonable traveling and other
expenses properly incurred by them in connection with the affairs of the Company
as the Board may from time to time determine.


8.   SUBMISSION OF CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL


8.1. The directors in their discretion may submit any contract, act or
transaction for approval or ratification at any annual meeting of the
shareholders or at any special meeting of the shareholders called for the
purpose of considering the same and, subject to the provisions of section 89 of
the Act, any such contract, act or transaction that is approved or ratified or
confirmed by a resolution passed by a majority of the votes cast at any such
meeting, unless any different or additional requirement is imposed by the Act or
by the Company's Articles or any other by-law shall be as valid and as binding
upon the Company and upon all the shareholders as though it had been approved,
ratified or confirmed by every shareholder of the Company.



<PAGE>



9.   FOR THE PROTECTION OF DIRECTORS AND OFFICERS


9.1. No director or officer of the Company shall be liable to the Company for:

(a) the acts, receipts, neglects or defaults of any other director or officer or
employee or for joining in any receipt or act for conformity;

(b) any loss, damage or expense incurred by the Company through the
insufficiency or deficiency of title to any property acquired by the Company or
for or on behalf of the Company;

(c) the insufficiency or deficiency of any security in or upon which any of the
moneys of or belonging to the Company shall be placed out or invested;

(d) any loss or damage arising from the bankruptcy, insolvency or tortious act
of any person, including any person with whom any moneys, securities or effects
shall be lodged or deposited;

(e) any loss, conversion, misapplication or misappropriation of or any damage
resulting from any dealings with any moneys, securities or other assets
belonging to the Company;



(f) any other loss, damage or misfortune whatever which may happen in the
execution of the duties of his respective office or trust or in relation
thereto; unless the same happens by or through his failure to exercise the
powers and to discharge the duties of his office honestly and in good faith with
a view to the best interests of the Company and in connection therewith to
exercise the care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances.


9.2. Nothing herein contained shall relieve a director or officer from the duty
to act in accordance with the Act or regulations made thereunder or relieve him
from liability for a breach thereof.

9.2.1. The directors for the time being of the Company shall not be under any
duty or responsibility in respect of any contract, act or transaction whether or
not made, done or entered into in the name or on behalf of the Company, except
such as are submitted to and authorized or approved by the directors.

9.2.2. If any director or officer of the Company is employed by or performs
services for the Company otherwise than as a director or officer or is a member
of a firm or a shareholder, director or officer of a body corporate which is
employed by or performs services for the Company, the fact of his being a
shareholder, director or officer of the Company shall not disentitle such
director or officer of such firm or body corporate, as the case may be, from
receiving proper remuneration for such services.


<PAGE>


10.  INDEMNITIES TO DIRECTORS AND OFFICERS


10.1. The Company shall indemnify and advance expenses to every director,
officer and employee, in the manner and to the full extent permitted by the Act,
against any and all judgments, fines, amounts paid in settlement and reasonable
expenses, including Attorneys-at-Law fees, incurred by such person in connection
with any claim, action, suit or proceeding whether civil, criminal,
administrative or investigative by reason of the fact that such person is or was
a director, officer or employee of the Company or is or was serving at the
request of the Company as a director, officer, employee, fiduciary or
shareholder of any other corporation, partnership, joint venture, trust,
enterprise or organization.


10.2. The rights of indemnification provided by paragraph 10 hereof shall not be
exclusive to any rights to which any such director, officer or employee may
otherwise be entitled by reason of contract or statute. Nor shall the
indemnification provided herein be deemed to limit the right of the Company to
indemnify any other person to the full extent permitted by law.

10.3. The directors may, to the full extent permitted by the Act, authorize an
appropriate officer or officers to purchase and maintain at the Company's
expense insurance (i) to indemnify the Company for any obligation which it
incurs as a result of the indemnification of the directors, officers and
employees under the provisions of paragraph 10 hereof, and (ii) to indemnify
directors, officers and employees in the instances in which they may not
otherwise be indemnified by the Company under the provisions of paragraph 10
hereof.

10.4. Nothing contained in paragraph 10 hereof shall be construed to permit
indemnification of any director, officer or employee for any costs, losses and
expenses which any such person may incur or become liable for by reason of any
contract entered into, or act or thing done or omitted to be done by him in
performance of his office or in any way in the discharge of his duties, if the
same happens through his not acting in good faith and in the best interests of
the Company.

11.  OFFICERS


11.1. Appointment: The directors shall as often as may be required appoint a
Secretary and, if deemed advisable, may as often as may be required appoint any
or all of the following officers: a Chairman, a Deputy-Chairman, a Managing
Director, a President, one or more Vice-Presidents, a Treasurer, one or more
Assistant Secretaries or one or more Assistant Treasurers. A director may be
appointed to any office of the Company but none of the officers except the
Chairman, the Deputy-Chairman, the Managing Director, and the President need be
a director. Two or more of the aforesaid offices may be held by the same person.
In case and whenever the same person holds the offices of Secretary and
Treasurer he may but need not be known as the Secretary-Treasurer. The directors
may from time to time appoint such other officers and agents as they deem
necessary who shall have such authority and shall perform such duties as may
from time to time be prescribed by the directors. All officers of the Company
must reside in Barbados.


11.2. Remuneration: The remuneration of all officers appointed by the directors
shall be determined from time to time by resolution of the directors. The fact
that any officer or


<PAGE>


employee is a director or shareholder of the Company shall not disqualify him
from receiving such remuneration as may be determined.

11.3. Powers and Duties: All officers shall sign such contracts, documents or
instruments in writing as require their respective signatures and shall
respectively have and perform all powers and duties incident to their respective
offices and such other powers and duties respectively as may from time to time
be assigned to them by the directors.

11.4. Delegation: In case of the absence or inability to act of any officer of
the Company except a Managing Director or for any other reason that the
directors may deem sufficient the directors may delegate all or any of the
powers of such officer to any other officer or to any director.


11.5. Chairman: A Chairman shall be the chief executive officer of the Company
and shall, when present, preside at all meetings of the directors, of any
committee of the directors or of the shareholders.

11.6. Deputy-Chairman: If the Chairman is absent or is unable or refuses to act,
the Deputy-Chairman (if any) shall, when present, preside at all meetings of the
directors, of any committee of the directors or of the shareholders.


11.7. Managing Director: A Managing Director shall exercise such powers and have
such authority as may be delegated to him by the directors in accordance with
the provisions of section 80 of the Act.

11.8. President: A President shall be vested with and may exercise all the
powers and shall perform all the duties of a Chairman and Deputy-Chairman if
none be appointed or if the Chairman and Deputy-Chairman are absent or are
unable or refuse to act.


11.9. Vice-President: A Vice-President shall be vested with all the powers and
shall perform all the duties of the President in the absence or inability or
refusal to act of the President.

11.10. Secretary: The Secretary shall give or cause to be given notices for all
meetings of the directors, of any committee of the directors and of the
shareholders when directed to do so and shall have charge of the minute books
and seal of the Company and, subject to the provisions of paragraph 14.1 hereof,
of the records (other than accounting records) referred to in section 170 of the
Act.


11.11. Treasurer: Subject to the provisions of any resolution of the directors,
a Treasurer shall have the care and custody of all the funds and securities of
the Company and shall deposit the same in the name of the Company in such bank
or banks or with such other depository or depositories as the directors may
direct. He shall keep or cause to be kept the accounting records referred to in
section 172 of the Act. He may be required to give such bond for the faithful


<PAGE>


performance of his duties as the directors in their uncontrolled discretion may
require but no director shall be liable for failure to require any such bond or
for the insufficiency of any such bond or for any loss by reason of the failure
of the Company to receive any indemnity thereby provided.

11.12. Assistant Secretary and Assistant Treasurer: The Assistant Secretary or,
if more than one, the Assistant Secretaries in order of seniority, and the
Assistant Treasurer or, if more than one, the Assistant Treasurers in order of
seniority, shall respectively perform all the duties of the Secretary and the
Treasurer, respectively, in the absence or inability or refusal to act of the
Secretary or the Treasurer, as the case may be.


11.13. General Manager or Manager: The directors may from time to time appoint
one or more General Managers or Managers and may delegate to him or them full
power to manage and direct the business and affairs of the Company (except such
matters and duties as by law must be transacted or performed by the directors or
by the shareholders) and to employ and discharge agents and employees of the
Company or may delegate to him or them any lesser authority. A General Manager
or Manager shall conform to all lawful orders given to him by the directors of
the Company and shall at all reasonable times give to the directors or any of
them all information they may require regarding the affairs of the Company. Any
agent or employee appointed by the General Manager or Manager may be discharged
by the directors.

11.14. Vacancies: If the office of any officer of the Company becomes vacant by
reason of death, resignation, disqualification or otherwise, the directors by
resolution shall, in the case of the Secretary, and may, in the case of any
other office, appoint a person to fill such vacancy, provided such person
resides in Barbados.


12.  SHAREHOLDERS' MEETINGS


12.1. Annual Meeting: Subject to the provisions of section 105 of the Act, the
annual meeting of the shareholders shall be held on such day in each year and at
such time as the directors may by resolution determine.

12.2. Special Meetings: Special meetings of the shareholders may be convened by
order of the Chairman, the Deputy-Chairman, the Managing Director, the
President, a Vice-President or by the directors.

12.2.1. The directors shall, on the requisition of the holders of not less than
five percent of the issued shares of the Company that carry a right to vote at
the meeting requisitioned, forthwith convene a meeting of shareholders, and in
the case of such requisition the following provisions shall have effect:


(1) The requisition must state the purposes of the meeting and must be signed by
the requisitionists and deposited at the Registered Office, and may consist of
several documents in like form each signed by one or more of the
requisitionists.

(2) If the directors do not, within twenty-one days from the date of the
requisition being so deposited, proceed to convene a meeting, the
requisitionists or any of them may


<PAGE>


themselves convene the meeting, but any meeting so convened shall not be held
after three months from the date of such deposit.

(3) Unless subsection 3 of section 129 of the Act applies, the directors shall
be deemed not to have duly convened the meeting if they do not give such notice
as is required by the Act within fourteen days from the deposit of the
requisition.


(4) Any meeting convened under this paragraph by the requisitionists shall be
called as nearly as possible in the manner in which meetings are to be called
pursuant to the by-laws and Divisions E and F of Part I of the Act.


(5) A requisition by joint holders of shares must be signed by all such holders.


12.3. Notice: A printed, written or typewritten notice stating the day, hour and
place of meeting shall be given by serving such notice on each shareholder
entitled to vote at such meeting, on each director and on the auditor of the
Company in the manner specified in paragraph 18.1 hereof, not less than
twenty-one days or more than fifty days (in each case exclusive of the day on
which the notice is delivered or sent and of the day for which notice is deemed
given) before the date of the meeting. Notice of a meeting at which special
business is to be transacted shall state (a) the nature of that business in
sufficient detail to permit the shareholder to form a reasoned judgment thereon,
and (b) the text of any special resolution to be submitted to the meeting.


12.4. Waiver of Notice: A shareholder and any other person entitled to attend a
meeting of shareholders may in any manner waive notice of a meeting of
shareholders and attendance of any such person at a meeting of shareholders
shall constitute a waiver of notice of the meeting except where such person
attends a meeting for the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called.

12.5. Omission of Notice: The accidental omission to give notice of any meeting
or any irregularity in the notice of any meeting or the non-receipt of any
notice by any shareholder, director or the auditor of the Company shall not
invalidate any resolution passed or any proceedings taken at any meeting of the
shareholders.


12.6. Votes: Every question submitted to any meeting of shareholders shall be
decided in the first instance by a show of hands unless a person entitled to
vote on the question has demanded a ballot and, if the Articles so provide, in
the case of an equality of votes the Chairman of the meeting shall on a ballot
have a casting vote in addition to any votes to which he may be otherwise
entitled.


12.6.1. On every question on which he is entitled to vote, every shareholder,
proxy holder or individual authorized to represent a shareholder who is present
in person shall have one vote on a show of hands. Upon a ballot at which he is
entitled to vote, every shareholder, proxy holder or individual authorized to
represent a shareholder shall, subject to the articles, have one vote for every
share held by the shareholder.

12.6.2. At any meeting unless a ballot is demanded, a declaration by the
Chairman of the meeting that a resolution has been carried or carried
unanimously or by a particular majority or lost or not carried by a particular
majority shall be conclusive evidence of the fact.


12.6.3. When the Chairman, the Deputy-Chairman, the President and the
Vice-President are absent, the persons who are present and entitled to vote
shall choose another director as Chairman of the meeting; but if no director is
present or all the directors present decline to take the chair, the persons who
are present and entitled to vote shall choose one of their number to be
Chairman.


12.6.4. A ballot may, either before or after any vote by a show of hands, be
demanded by any person entitled to vote on the question. If at any meeting a
ballot is demanded on the election of a Chairman or on the question of
adjournment it shall be taken forthwith without adjournment. If at any meeting a
ballot is demanded on any other question or as to the election of directors, the
vote shall be taken by ballot in such manner and either at once, later in the
meeting or after adjournment as the Chairman of the meeting directs. The result
of a ballot shall be deemed to be the resolution of the meeting at which the
ballot was demanded. A demand for a ballot may be withdrawn.

12.6.5. If two or more persons hold shares jointly, one of those holders present
at a meeting of shareholders may, in the absence of the other, vote the shares;
but if two or more of those persons who are present, in person or by proxy,
vote, they must vote as one on the shares jointly held by them.


12.7. Proxies: Votes at meetings of shareholders may be given either personally
or by proxy or, in the case of a shareholder who is a body corporate or
association, by an individual authorized by a resolution of the directors or
governing body of that body corporate or association to represent it at meetings
of shareholders of the Company.

12.7.1. A proxy shall be executed by the shareholder or his attorney authorized
in writing and is valid only at the meeting in respect of which it is given or
any adjournment thereof.

12.7.2. A person appointed by proxy must be a director, officer or shareholder
of the Company.

12.7.3. Subject to the provisions of Part V of the Regulations, a proxy may be
in the following form: The undersigned shareholder of Motors Mechanical
Reinsurance Company, Limited hereby appoints ____________________ of
_______________________________, or failing him, __________________________ of
________________________________ as the nominee of the undersigned to attend and
act for the undersigned and on behalf of the undersigned at the meeting of the
shareholders of the said Company to be held on the ________ day of
_______________, 20___ and at any adjournment or adjournments thereof in the
same manner, to the same extent and with the same powers as if the undersigned
were present at the said meeting or such adjournment or adjournments thereof.
Dated this ___________ day of ___________ 20___.


                            Signature of Shareholder


<PAGE>



12.8. Adjournment: The chairman of any meeting may with the consent of the
meeting adjourn the same from time to time to a fixed time and place and no
notice of such adjournment need be given to the shareholders unless the meeting
is adjourned by one or more adjournments for an aggregate of thirty days or more
in which case notice of the adjourned meeting shall be given as for an original
meeting. Any business that might have been brought before or dealt with at the
original meeting in accordance with the notice calling the same may be brought
before or dealt with at any adjourned meeting for which no notice is required.

12.9. Quorum: Holders of the majority of the Shares issued and outstanding,
present in person or by proxy, shall constitute a quorum for any meeting of the
shareholders.


     If a quorum is present at the opening of any meeting of the shareholders,
the shareholders present or represented may proceed with the business of the
meeting notwithstanding a quorum is not present throughout the meeting. If a
quorum is not present within 30 minutes of the time fixed for a meeting of
shareholders, the persons present and entitled to vote may adjourn the meeting
to a fixed time and place but may not transact any other business.


12.10. Resolution in Lieu of Meeting: Notwithstanding any of the foregoing
provisions of this by-law a resolution in writing signed by all the shareholders
entitled to vote on that resolution at a meeting of the shareholders is, subject
to section 128 of the Act, as valid as if it had been passed at a meeting of the
shareholders.


13.  SHARES


13.1. Allotment and Issuance: Subject to the Act, the Articles and any unanimous
agreement by and among the shareholders, shares in the capital of the Company
may be allotted and issued by resolution of the directors at such times and on
such terms and conditions and to such persons or class of persons as the
directors determine.

13.2. Certificates: Share certificates and the form of share transfer shall
(subject to section 181 of the Act) be in such form as the directors may by
resolution approve and such certificates shall be signed by a Chairman or a
Deputy-Chairman or a Managing Director or a President or a Vice-President and
the Secretary or an Assistant Secretary holding office at the time of signing.

13.2.1. The directors or any agent designated by the directors may in their or
his discretion direct the issuance of a new share or other such certificate in
lieu of and upon cancellation of a certificate that has been mutilated or in
substitution for a certificate claimed to have been lost, destroyed or
wrongfully taken, upon payment of such reasonable fee and upon such terms as to
indemnity, reimbursement of expenses and evidence of loss and of title as the
directors may from time to time prescribe, whether generally or in any
particular case.



<PAGE>


14.  TRANSFER OF SHARES AND DEBENTURES


14.1. Transfer: Subject to the Articles, the shares or debentures of the Company
may be transferred by a written instrument of transfer signed by the transferor
and naming the transferee.

14.2. Registers: Registers of shares and debentures issued by the Company shall
be kept at the registered office of the Company or at such other place in
Barbados as may from time to time be designated by resolution of the directors.

14.3. Surrender of Certificates: Subject to section 179 of the Act, no transfer
of shares shall be registered unless or until the certificate representing the
shares or debentures to be transferred has been surrendered for cancellation.

14.4. Shareholder Indebted to the Company: If so provided in the Articles, the
Company has a lien on a share registered in the name of a shareholder or his
personal representative for a debt of that shareholder to the Company. By way of
enforcement of such lien the directors may refuse to permit the registration of
a transfer of such share.


15.  DIVIDENDS


15.1. The directors may from time to time by resolution declare and the Company
may pay dividends on the issued and outstanding Participating shares of the
Company subject to the provisions of the Articles and sections 51 and 52 of the
Act. Dividends may not be declared on the Common share or the Class A shares of
the Company.


15.1.1. In case several persons are registered as the joint holders of any
shares, any one of such persons may give effectual receipts for all dividends
and payments on account of dividends.

16.  VOTING IN OTHER COMPANIES


16.1. All shares or debentures carrying voting rights in any other body
corporate that are held from time to time by the Company may be voted at any and
all meetings of shareholders, debenture holders (as the case may be) of such
other body corporate and in such manner and by such person or persons as the
directors of the Company shall from time to time determine. The officers of the
Company may for and on behalf of the Company from time to time:


     (a)  execute and deliver proxies; and

     (b)  arrange for the issuance of voting certificates or other evidence of
the right to vote; in such names as they may determine without the necessity of
a resolution or other action by the directors.


<PAGE>


17.  INFORMATION AVAILABLE TO SHAREHOLDERS


17.1. The directors may from time to time, subject to rights conferred by the
Act, determine whether and to what extent and at what time and place and under
what conditions or regulations the documents, books and registers and accounting
records of the Company or any of them shall be open to the inspection of
shareholders and no shareholder shall have any right to inspect any document or
book or register or accounting records of the Company except as conferred by
statute or authorized by the directors or by a resolution of the shareholders.


18.  NOTICES


18.1. Method of Giving Notice: Any notice or other document required by the Act,
the Regulations, the Articles or the by-laws to be sent to any shareholder,
debenture holder, director or auditor may be delivered personally or sent by
prepaid air mail, facsimile, cable or telex to any such person at his latest
address as shown in the records of the Company or its transfer agent and to any
such director at his latest address as shown in the records of the Company or in
the latest notice filed under section 66 or 74 of the Act, and to the auditor at
his business address.

18.2. Waiver of Notice: Notice may be waived or the time for the notice may be
waived or abridged at any time with the consent in writing of the person
entitled thereto.

18.3. Undelivered Notices: If a notice or document is sent to a shareholder or
debenture holder by prepaid mail in accordance with this paragraph and the
notice or document is returned on three consecutive occasions because the
shareholder or debenture holder cannot be found, it shall not be necessary to
send any further notices or documents to the shareholder or debenture holder
until he informs the Company in writing of his new address.

18.4. Shares and Debentures Registered in More Than One Name: All notices or
other documents with respect to any shares or debentures registered in more than
one name shall be given to whichever of such persons is named first in the
records of the Company and any notice or other document so given shall be
sufficient notice or delivery to all the holders of such shares or debentures.

18.5. Persons Becoming Entitled by Operation of Law: Subject to Section 184 of
the Act, every person who by operation of law, transfer or by any other means
whatsoever becomes entitled to any share is bound by every notice or other
document in respect of such share that, previous to his name and address being
entered in the records of the Company, is duly given to the person from whom he
derives his title to such share.

18.6. Deceased Shareholders: Subject to section 184 of the Act, any notice or
other document delivered or sent by prepaid mail, facsimile, cable or telex or
left at the address of any shareholder as the same appears in the records of the
Company shall, notwithstanding that such shareholder is deceased , and whether
or not the Company has notice of his death, be deemed to have been duly served
in respect of the shares held by him (whether held solely or with any other
person) until some other person is entered in his stead in the records of the
Company as the holder or one of the holders thereof and such service



<PAGE>


shall for all purposes be deemed a sufficient service of such notice or document
on his personal representatives and on all persons, if any, interested with him
in such shares.


18.7. Signature to Notices: The signature of any director or officer of the
Company to any notice or document to be given by the Company may be written,
stamped, typewritten or printed or partly written, stamped, typewritten or
printed.

18.8. Computation of Time: Where a notice extending over a number of days or
other period is required under any provisions of the articles or the by-laws,
the day of sending the notice shall, unless it is otherwise provided, be counted
in such number of days or other period.

18.9. Proof of Service: Where a notice required under paragraph 18.1 hereof is
delivered personally to the person to whom it is addressed or delivered to his
address as mentioned in paragraph 18.1 hereof, service shall be deemed to be at
the time of delivery of such notice.


18.9.1. Where such notice is sent by post, service of the notice shall be deemed
to be effected seventy-six hours after posting if the notice was properly
addressed and posted by prepaid air mail.


18.9.2. Where the notice is sent by facsimile, cable or telex, service is deemed
to be effected on the date on which the notice is so sent.

18.9.3. A certificate of an officer of the Company in office at the time of the
making of the certificate or of any transfer agent of shares of any class of the
Company as to facts in relation to the delivery or sending of any notice shall
be conclusive evidence of those facts.

19.  CHEQUES, DRAFTS AND NOTES


19.1. All cheques, drafts or orders for the payment of money and all notes and
acceptances and bills of exchange shall be signed by such officers or persons
and in such manner as the directors may from time to time designate by
resolution.


20.  EXECUTION OF INSTRUMENTS

20.1. Contracts, documents or instruments in writing requiring the signatures of
two officers of the Company may be signed by:

     (a)  a Chairman, a Deputy Chairman, a Managing Director, a President or a
Vice-President together with the Secretary or the Treasurer, or


     (b)  any two directors


and all contracts, documents and instruments in writing so signed shall be
binding upon the Company without any further authorization or formality. The
directors shall have power from time to time by resolution to appoint any
officers or persons on behalf of the Company either to sign certificates for
shares in the Company and contracts,



<PAGE>


documents and instruments in writing generally or to sign specific contracts,
documents or instruments in writing.


20.1.2. The common seal of the Company may be affixed to contracts, documents
and instruments in writing signed as aforesaid or by any officers or persons
appointed pursuant to paragraph 20.1 hereof.

20.1.3. Subject to section 134 of the Act


     (a)  The Chairman together with the Secretary, or

     (b)  any two directors


shall have authority to sign and execute (under the seal of the Company or
otherwise) all instruments that may be necessary for the purpose of selling,
assigning, transferring, exchanging, converting or conveying any shares, stocks,
bonds, debentures, rights, warrants or other securities.

21.  SIGNATURES

21.1. The signature of a Chairman, a Deputy-Chairman, a Managing Director, a
President, a Vice-President, the Secretary, the Treasurer, an Assistant
Secretary or an Assistant Treasurer or any director of the Company or of any
officer or person, appointed pursuant to paragraph 20 hereof by resolution of
the directors may, if specifically authorized by resolution of the directors, be
printed, engraved, lithographed or otherwise mechanically reproduced upon any
certificate for shares in the Company or contract, document or instrument in
writing, bond, debenture or other security of the Company executed or issued by
or on behalf of the Company. Any document or instrument in writing on which the
signature of any such officer or person is so reproduced shall be deemed to have
been manually signed by such officer or person whose signature is so reproduced
and shall be as valid to all intents and purposes as if such document or
instrument in writing had been signed manually and notwithstanding that the
officer or person whose signature is so reproduced has ceased to hold office at
the date on which such document or instrument in writing is delivered or issued.

22.  FINANCIAL YEAR

22.1. The directors may from time to time by resolution establish the financial
year of the Company.

Enacted this  ______ day of ______, ______.




Director                                             Secretary





<PAGE>


                                    P R O X Y
                 MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED

                           PARTICIPATING SHAREHOLDERS

          I/We, ____________________________, a member of the above-named
company hereby appoint Ronald W. Jones, Vice-President, Finance of Motors
Mechanical Reinsurance Company, Limited (the "Company") or failing him Michael
R. Boyce, Secretary of the Company, as my/our proxy to vote for me/us on my/our
behalf at the Shareholders meeting to be held on May 12, 2004 or at any
adjournment thereof and in particular to vote for:

     (i)     The approval of minutes of the previous meeting of Shareholders
             held on May 14, 2003.

     (ii)    The adoption of the financial statements of the Company for the
             twelve-month period ended December 31, 2003 together with the
             independent auditors' report thereon.

     (iii)   The election of Mr. Donald A. Urquhart, Jr. to serve as a director
             representing the Participating Shareholders.

     (iv)    The adoption of amendments to the Company's Restated Articles of
             Incorporation as contained in the Company's Proxy Statement dated
             April 19, 2004, to become effective as of July 1, 2004.

     (v)     The confirmation of the adoption by the Board of Directors of the
             amendments to the Company's By-Law No. 1 as contained in the
             Company's Proxy Statement dated April 19, 2004, to become
             effective July 1, 2004.

     (vi)    The authorization of any director and/or the secretary of the
             Company to sign all documents and do all things necessary or
             desirable to effect such amendments.

     (vii)   The confirmation of Deloitte & Touche as the independent auditors
             of the Company for the current fiscal year.

          In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.


                    Dated this ____ day of __________, 2004.


------------------------------                       ---------------------------
Signature                                            Print Name

          As a Shareholder in Series # __________
          (for identification purposes, please indicate the series in which you
          are a shareholder)

--------------------------------------------------------------------------------

Completed Proxy forms should be returned either by facsimile or overnight mail
to the Company's Barbados address as follows:

         Motors Mechanical Reinsurance Company, Limited
         c/o Aon Insurance Managers (Barbados) Ltd.
         One Financial Place, P.O. Box 1304,
         Collymore Rock,
         St. Michael, Barbados, W.I.
         Tel.#:  (246) 437-6878                      Fax#:  (246) 436-9016


--------------------------------------------------------------------------------
ANY QUESTIONS RELATIVE TO THE CONTENT OR COMPLETION OF THIS PROXY SHOULD BE
DIRECTED TO MR. RONALD W. JONES, VICE-PRESIDENT, FINANCE AT THE ABOVE LOCATION.
--------------------------------------------------------------------------------


<PAGE>



                                      PROXY

                 MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED

                               COMMON SHAREHOLDER

          GMAC INSURANCE HOLDINGS, INC., a member of the above-named company,
hereby appoints Thomas D. Callahan, Director of the Company or failing him
Robert E. Capstack, Director of the Company, as its proxy to vote for it on its
behalf at the Shareholders meeting to be held on May 12, 2004 or at any
adjournment thereof and in particular to vote for:

(i)      The approval of minutes of the previous meeting of Shareholders held
         on May 14, 2003.

(ii)     The adoption of the financial statements of the Company for the
         twelve-month period ended December 31, 2003 together with the
         independent auditors' report thereon.

(iii)    The election of the following individuals to serve as directors
         representing the Common Shareholder:

                 Thomas D. Callahan
                 William B. Noll
                 John J. Dunn, Jr.
                 Robert E. Capstack
                 Peter R.P. Evelyn

(iv)    The adoption of amendments to the Company's Restated Articles of
        Incorporation as contained in the Company's Proxy Statement dated April
        19, 2004, to become effective as of July 1, 2004.

(v)     The confirmation of the adoption by the Board of Directors of the
        amendments to the Company's By-Law No. 1 as contained in the Company's
        Proxy Statement dated April 19, 2004, to become effective July 1, 2004.

(vi)    The authorization of any director and/or the secretary of the Company
        to sign all documents and do all things necessary or desirable to
        effect such amendments.

(vii)   The confirmation of Deloitte & Touche as the independent auditors of
        the Company for the current fiscal year.

          In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.

                 Dated this ________ day of ______________, 2004


                          GMAC INSURANCE HOLDINGS, INC.

------------------------------                  --------------------------------
Signature                                       Print Name

                                                --------------------------------
                                                Title