MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED


                                     NOTICE


NOTICE is hereby given that the Twelfth  Annual Meeting of the  Shareholders  of
MOTORS  MECHANICAL  REINSURANCE  COMPANY,  LIMITED  will be held at the  Miramar
Conference  Centre,  Royal Pavilion Hotel,  St. James,  Barbados on Thursday the
22nd day of April, 1999 at 12:00 noon for the following purposes:


1.   Adoption of minutes of previous meeting of Shareholders held on April 23rd,
     1998.

2.   To receive and consider  the  financial  statements  of the Company for the
     twelve month period ended  December 31, 1998 together with the  independent
     auditors' report thereon.

3.   To elect directors.

4.   To consider the proposal to amend the Restated Articles of Incorporation.

5.   To  confirm  the   appointment  of  Deloitte  &  Touche  as  the  Company's
     independent auditors for the year ended December 31, 1999.

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




                             DATED THE DAY OF , 1999

                              BY ORDER OF THE BOARD





                                Michael R. Boyce
                                 AS SECRETARY OF
                 MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED


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                 MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
                         Annual Meeting April 22nd, 1999

                                 PROXY STATEMENT
                                 March 29, 1999


     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 April
22nd, 1999 at 12:00 noon at the Miramar Conference Centre, Royal Pavilion Hotel,
St. James,  Barbados.  Please  complete and return the attached proxy 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  31,500
participating  shares outstanding,  held by 545 persons representing 315 series.
All the common  stock is held by Motors  Insurance  Corporation  ("MIC"),  which
organized the Company.  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,  financial
statements for the year ended December 31, 1998 and a form of proxy.


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                              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 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.

     Ms. Diane Sauer 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 common shareholder.  It
is anticipated  that MIC will choose to re-elect  William B. Noll, John J. Dunn,
Jr.  and Peter  R.P.  Evelyn  and to elect  Thomas  D.  Callahan  and  Robert E.
Capstack, to serve as directors.

     Information  regarding the age and current  occupation of persons nominated
to be elected or  re-elected  as  directors  by the common  shareholder  and the
person nominated to be elected as director by the participating  shareholders is
set forth below.

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

William B. Noll             56          President & Director
                                        (President, MIC, 1998, President, GMAC
                                        Insurance Holdings Inc., 1997, Executive
                                        Vice President & Chief Financial
                                        Officer, MIC, 1993; Group Vice
                                        President, MIC, 1991-1993; Vice
                                        President, MIC, 1989-1990).

                                        Mr. Noll has been President & Director
                                        since 1995.

Thomas D. Callahan          46          Nominee Director
                                        Vice President, MIC 1994 - 1998, Senior
                                        Vice President, MIC from 1998)

Robert E. Capstack          58          Nominee Director
                                        (Section Manager, MIC, Vice President
                                        GMAC Securities Corporation from 1998)

John J. Dunn, Jr.           40          Vice President & Director
                                        (Vice President & Treasurer, MIC, from
                                        April 1998; Assistant Treasurer, MIC,
                                        1995-1998; Manager, Coopers & Lybrand
                                        L.L.P., 1990-1995)

                                        Mr. Dunn has been Vice President and
                                        Director since 1996.


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                        ELECTION OF DIRECTORS (CONTINUED)


Peter R.P. Evelyn          57           Director
                                        (Attorney, Evelyn Gittens & Farmer, A
                                        Barbados Law firm).

                                        Mr. Evelyn has been a Director since
                                        1986.

Diane Sauer                44           Nominee for Director to be elected by
                                        the participating shareholders. (Martin
                                        Chevrolet Inc., Warren, Ohio)




                AMENDMENTS OF RESTATED ARTICLES OF INCORPORATION

     The terms of the Company's Restated Articles of Incorporation  ("Articles")
provide  that  Shares  are to be issued  with  respect  to  specific  MIC Agency
Accounts,  each of  which  relate  to one or  more  specific  "Franchises."  The
Articles define the term  "Franchise" as the right to sell "new" motor vehicles.
Management  proposes to amend the  Articles to clarify that Shares may be issued
with respect to entities  selling  used motor  vehicles  exclusively  as well as
entities selling new motor vehicles.  Accordingly,  Management proposes that the
Company's Articles be amended as follows:

     1.  The  term  "Franchise"  and the  definition  thereof  contained  in the
Definitions section of paragraph 1 of the Articles is deleted in its entirety.

     2. The  definition  of "MIC Agency  Account"  contained in the  Definitions
section of  paragraph 1 of the  Articles is deleted in it entirety  and replaced
with the following:

          "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."

     3. The second  sentence of Paragraph  3(2)(b) of the Articles is deleted in
its entirety and replaced with the following:

          "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 Agency Account relates."

     4. Clause (ix) of Paragraph 4(d) of the Articles is deleted in its entirety
and replaced with the following:

          "(ix) a key  employee of the entity  with  respect to which the Shares
          held by the transferor were issued".


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                        ELECTION OF INDEPENDENT AUDITORS





     The Board of Directors proposes that the shareholders confirm the selection
of Deloitte & Touche, Bridgetown, Barbados, as independent auditors to audit the
financial  statements  of the  Company  for the year ended  December  31,  1999.
Deloitte & Touche has 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.


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                                    P R O X Y

                 MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED

     I/We,  __________________,  a  member  of the  above-named  company  hereby
appoint Ronald W. Jones,  Vice President,  Finance of 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 the 22nd day of April,
1999 or at any adjournment thereof and in particular to vote for:

          (i)  The   election  of  Ms.  Diane  Sauer  to  serve  as  a  director
               representing the participating shareholders.

          (ii) The adoption of amendments to the Company's  Restated Articles of
               Incorporation as contained in the Company's Proxy Statement dated
               March 29, 1999.

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



               Dated this ________ day of __________, 1999.


------------------------------                       ---------------------------
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:

         c/o Aon Insurance Managers (Barbados) Ltd.
         Financial Services Centre, P.O. Box 1304,
         Bishops Court Hill,
         St. Michael, Barbados, W.I.
         Facsimile #:  (246) 436-9016

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                                      PROXY

                 MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED




     MOTORS INSURANCE CORPORATION,  a member of the above-named company,  hereby
appoints  Thomas D.  Callahan,  Nominee  Director  of the Company or failing him
Robert E. Capstack, Nominee Director of the Company, as its proxy to vote for it
on its behalf at the  shareholders  meeting to be held on the 22nd day of April,
1999 or at any adjournment thereof.

                           Dated this ________ day of __________, 1999



                           MOTORS INSURANCE CORPORATION



                               By______________________________


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                               Print Name

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