INVESTMENT MANAGER AGREEMENT


                                 by and between


                 Motors Mechanical Reinsurance Company, Limited


                                       and


                          BlackRock International, Ltd.

<PAGE>

                          INVESTMENT MANAGER AGREEMENT

     THIS  AGREEMENT,  made as of the 8th day of February,  2000, by and between
Motors  Mechanical   Reinsurance   Company,   Limited  (hereinafter  called  the
"Company") and BlackRock International, Ltd. (hereinafter called the "Manager").

                                   WITNESSETH:

     WHEREAS,  the Company has all  requisite  authority  to appoint one or more
investment managers to supervise and direct the investment and reinvestment of a
portion of all of the assets of the Company;

     THEREFORE,  for and in  consideration  of the  premises  and of the  mutual
covenants herein contained, the parties hereby agree as follows:

1.  Appointment  and Status as Investment  Manager;  Delegation  of Duties.  The
Company hereby appoints the Manager as an "Investment Manager." The Manager does
hereby accept said  appointment by its execution of this Agreement.  The Manager
does also  acknowledge  that it is a fiduciary  with respect to the assets under
management  and  assumes  the  duties,  responsibilities  and  obligations  of a
fiduciary. The Company acknowledges that some or all of the Manager's rights and
obligations  under this  Agreement,  including  its  appointment  as  investment
manager to the Company,  may be delegated by the Manager to BlackRock  Financial
Management, Inc.

2.  Representations by Company.  The Company represents and warrants that (a) it
has all requisite  authority to appoint the Manager hereunder,  (b) the terms of
the Agreement do not conflict with any obligation by which the Company is bound,
whether  arising  by  contract,  operation  of law or  otherwise  and  (c)  this
Agreement has been duly authorized by appropriate corporate action.

3. Management Services.  The Manager shall be responsible for the investment and
reinvestment  of those  assets  designated  by the  Company  as  subject  to the
Manager's management (which assets,  together with all additions,  substitutions
and alterations  thereto are hereinafter called the "Account").  The Account may
include all securities and instruments  described in Exhibit A or appropriate to
effect the strategies described therein. The Company does hereby delegate to the
Manager  all of its  powers,  duties and  responsibilities  with  regard to such
investment and reinvestment and hereby appoints the Manager as its agent in fact
with full  authority to buy, sell or otherwise  effect  investment  transactions
involving  the assets in its name and for the Account.  Said powers,  duties and
responsibilities  shall be exercised  exclusively by the Manager pursuant to and
in accordance  with its fiduciary  responsibilities  and the  provisions of this
Agreement.  In deciding on a proper investment of the Account, the Manager shall
consider the following  factors as communicated in writing to the Manager by the
Company from time to time: a) the Company's  financial  needs such as liquidity,
b) applicable  laws,  and c) the  Account's  Investment  Guidelines  attached as
Exhibit A. In addition,  in accordance  with the Manager's  guidelines in effect
from time to time,  the  Manager  or its agent is  authorized,  but shall not be
required,  to vote, tender or convert any securities in the Account;  to execute
waivers,  consents and other  instruments  with respect to such  securities;  to
endorse,  transfer or deliver such securities or to consent to any class action,
plan of  reorganization,  merger,  combination,  consolidation,  liquidation  or
similar plan with reference to such securities;  and the Manager shall not incur
any  liability  to the  Company

<PAGE>

by reason of any exercise of, or failure to exercise, any such discretion in the
absence of gross negligence or bad faith.

4.  Accounting  and Reports.  The Manager shall furnish the Company with monthly
appraisals of the Account,  performance tabulations,  a summary of purchases and
sales and such  other  reports  as shall be agreed  upon from time to time.  The
Manager shall also reconcile accounting, transaction and asset-summary data with
custodian  reports in accordance  with the  Manager's  standard  procedures.  In
addition,   the  Manager   shall   communicate   and  resolve  any   significant
discrepancies with the custodian.

5. Other  Services.  The Manager  shall,  on  invitation,  attend  meetings with
representatives  of the Company to discuss  the  position of the Account and the
immediate  investment  outlook,  or shall  submit  its views in  writing  as the
Company shall suggest from time to time.

6.  Compensation.  For services  hereunder,  the Manager shall be compensated in
accordance  with Exhibit B, attached  hereto.  If the  management of the Account
commences  or ends at any time  other  than the  beginning  or end of a calendar
quarter,  the  quarterly  fee shall be  prorated  based on the  portion  of such
calendar quarter during which this Agreement was in force.

7.  Custodian.  The  securities in the Account shall be held by a custodian duly
appointed by the Company and the Manager is authorized to give  instructions  to
the custodian  with respect to all investment  decisions  regarding the Account.
Except as  provided in  Paragraph 3 above,  nothing  contained  herein  shall be
deemed to authorize the Manager to take or receive physical possession of any of
the assets for the  Account,  it being  intended  that sole  responsibility  for
safekeeping  thereof  (in such  investments  as the  Manager may direct) and the
consummation of all purchases,  sales,  deliveries and investments made pursuant
to the Manager's direction shall rest upon the custodian.

8.  Brokerage.  The Company  hereby  delegates to the Manager sole and exclusive
authority to designate  the brokers or dealers  through whom all  purchases  and
sales on behalf of the Account will be made. The Manager will determine the rate
or rates, if any, to be paid for brokerage services provided to the Account. The
Manager agrees that  securities are to be purchased  through such brokers as, in
the  Manager's  best  judgment,  shall offer the best  combination  of price and
execution.  The  Manager,  in  seeking to obtain  best  execution  of  portfolio
transactions  for the  Account,  may  consider  the quality and  reliability  of
brokerage  services,  as well as research and investment  information  and other
services provided by brokers or dealers. Accordingly, the Manager's selection of
a broker or dealer for  transactions  for the Account may take into account such
relevant  factors  as (i)  price,  (ii) the  broker's  or  dealer's  facilities,
reliability and financial  responsibility,  (iii) when relevant,  the ability of
the broker to effect securities  transactions,  particularly with regard to such
aspects as timing,  order size and execution of the order,  (iv) the broker's or
dealer's  recordkeeping  capabilities  and (v) the research  and other  services
provided by such broker or dealer to the Manager  which are  expected to enhance
its  general  portfolio  management  capabilities  (collectively,   "Research"),
notwithstanding  that the Account may not be the exclusive  beneficiary  of such
Research.

9.  Confidential   Information.   All  information   regarding   operations  and
investments of the Company shall be regarded as confidential by the Manager.

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<PAGE>

10. Directions to the Manager.  All directions by or on behalf of the Company to
the Manager shall be in writing signed by any two of the following:

    Name                                         Title
    ----                                         -----
    Ronald W. Jones                              Vice President, Finance
    Michael R. Boyce                             Secretary
    Peter R.P. Evelyn                            Director

     The Manager  shall be fully  protected  in relying  upon any  direction  in
accordance  with  the  previous  paragraph  with  respect  to  any  instruction,
direction or approval of the Company,  and shall be so protected also in relying
upon a  certification  duly executed on behalf of the Company as to the names of
persons  authorized  to  act  for  it  and  in  continuing  to  rely  upon  such
certification until notified by the Company to the contrary.

     The  Manager  shall be  fully  protected  in  acting  upon any  instrument,
certificate  or paper believed by it to be genuine and to be signed or presented
by the  proper  persons or to any  statement  reasonably  contained  in any such
writing and may accept the same as conclusive evidence of the truth and accuracy
of the statements therein contained.

11. Liabilities of the Manager and the Company. The Company acting in good faith
shall not be liable for any act or omission of the  Manager in  connection  with
the Manager's discharge of its duties; provided,  however, this limitation shall
not act to relieve the Company  from any  responsibility  or  liability  for any
fiduciary  responsibility,  obligation  or  duty.  The  Manager,  its  officers,
directors and employees,  acting in good faith shall not be liable, and shall be
indemnified by the Company against any and all losses,  damages, costs, expenses
(including reasonable attorneys' fees), liabilities, claims and demands, for any
action,  omission,   information  or  recommendation  in  connection  with  this
Agreement, except in the case of the Manager's or such officer's,  director's or
employee's  actual  misconduct,  gross  negligence,  willful  violation  of  any
applicable statute or reckless disregard for its duties; provided, however, this
limitation  shall not act to relieve the Manager,  its  officers,  directors and
employees  from  any   responsibility  or  liability  for  any   responsibility,
obligation or duty which the Manager or such  officer,  director or employee may
have under any applicable securities act.

12.  Non-Exclusive  Management.  The Company  understands  that the Manager will
continue to furnish  investment  management and advisory services to others, and
that  the  Manager  shall  be at all  times  free,  in its  discretion,  to make
recommendations  to others  which may be the same as, or may be  different  from
those made to the Account. The Company further understands that the Manager, its
affiliates,  and any officer, director,  stockholder,  employee or any member of
their families may or may not have an interest in the securities  whose purchase
and sale the Manager may  recommend.  Actions with respect to  securities of the
same kind may be the same as or different from the action which the Manager,  or
any of its affiliates, or any officer,  director,  stockholder,  employee or any
member of their families, or other investors may take with respect thereto.

13.  Aggregation  and  Allocation  of  Orders.  The  Company  acknowledges  that
circumstances may arise under which the Manager  determines that, while it would
be both desirable and suitable that a particular security or other investment be
purchased  or sold for the  account of

                                       3
<PAGE>

more than one of the Manager's clients'  accounts,  there is a limited supply or
demand for the  security  or other  investment.  Under such  circumstances,  the
Company  acknowledges  that,  while  the  Manager  will  seek  to  allocate  the
opportunity  to purchase or sell that security or other  investment  among those
accounts on an  equitable  basis,  the  Manager  shall not be required to assure
equality of treatment  among all of its clients  (including that the opportunity
to purchase or sell that  security or other  investment  will be  proportionally
allocated  among those  clients  according to any  particular  or  predetermined
standards or criteria).  Where,  because of prevailing market conditions,  it is
not  possible  to  obtain  the same  price or time of  execution  for all of the
securities or other investments  purchased or sold for the Account,  the Manager
may average the various prices and charge or credit the Account with the average
price.

14.  Conflict of Interest.  The Company agrees that the Manager may refrain from
rendering any advice or services concerning securities of companies of which any
of the  Manager's,  or  affiliates  of the  Manager's  officers,  directors,  or
employees are directors or officers, or companies as to which the Manager or any
of the Manager's  affiliates or the officers,  directors and employees of any of
them has any  substantial  economic  interest or possesses  material  non-public
information,  unless the  Manager  either  determines  in good faith that it may
appropriately do so without disclosing such conflict to the Company or discloses
such  conflict to the Company  prior to rendering  such advice or services  with
respect to the Account.

     From time to time,  when  determined  by the  Manager in its  capacity of a
fiduciary to be in the best  interest of the  Company,  the Account may purchase
securities  from or sell securities to another account managed by the Manager at
prevailing  market levels in accordance with the procedures  under Rule 17a-7(b)
of the Investment Company Act of 1940 and other applicable law.

15.  Effective  Period of Agreement and Amendments.  This Agreement shall become
effective on the date hereof.  Any amendment to this Agreement  shall be written
and signed by both parties to the Agreement.

16.  Resignation  or Removal of the  Manager.  The Manager may be removed by the
Company or may resign upon 30 days' notice in writing.  On the effective date of
the  removal  or  resignation  of the  Manager  or as close  to such  date as is
reasonably  possible,  the Manager shall provide the Company with a final report
containing the same information as required by paragraph 4 above.

17. Assignment. Except as otherwise specifically set forth in this Agreement, no
assignment  of this  Agreement by the Manager may be made without the consent of
the Company, and any such assignment made without such consent shall be null and
void for all purposes.  Subject to the foregoing,  this Agreement shall inure to
the benefit of and be binding  upon the parties  hereto,  their  successors  and
permitted assigns.

18.  Severable.  Any term or  provision  of this  Agreement  which is invalid or
unenforceable in any applicable jurisdiction shall, as to such jurisdiction,  be
ineffective  to the  extent  of  such  invalidity  or  unenforceability  without
rendering  invalid or  unenforceable  the  remaining  terms or provisions of the
Agreement in any jurisdiction.

19. Applicable Law. This Agreement shall be construed  pursuant to, and shall be
governed by, the laws of Scotland.

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<PAGE>

20. Web-site.  The Manager, at the Company's request, will provide access to its
account  information  electronically,  via the world  wide web,  based  upon the
Company's  use  of  a  BlackRock  issued  user  id  and  password.  The  Company
acknowledges  and agrees the world wide web is a continually  growing medium and
the Manager does not make any  warranty  regarding  the security  related to the
world wide web. The Company must be aware there is no absolute guaranteed system
or  technique  to fully  secure  information  made  available  over the web. The
Company  agrees  that it will not  share  its user id,  password  and  access to
information provided electronically with any third party.

21. Notices.  All notices  required or permitted to be sent under this Agreement
shall be sent, if to the Manager:

                         BlackRock International, Ltd.
                         7 Castle Street
                         Edinburgh EH2 3AM Scotland
                         United Kingdom
                         Attn:  Gordon Anderson, Portfolio Manager

With a copy to:
                         BlackRock Financial Management, Inc.
                         345 Park Avenue, 30th Floor
                         New York, NY 10154
                         Attention: Robert Connolly, General Counsel

                         or by facsimile to (212) 409-3744

if to the Company:
                         One Financial Place
                         Collymore Rock
                         St. Michael, Barbados W.I.

or such other name or address as may be given in writing to the other party. All
notices  hereunder  shall be  sufficient if delivered by  facsimile,  telex,  or
overnight mail. Any notices shall be deemed given only upon actual receipt.

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<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the date first above written.


MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED

By:  s/Ronald W. Jones
     ---------------------------------
Name:  Ronald W. Jones

Title: Vice President, Finance


BLACKROCK INTERNATIONAL, LTD.

By:  s/Laurence D. Fink
     ---------------------------------
Name:  Laurence D. Fink

Title: Chairman

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<PAGE>

                      Motors Mechanical Reinsurance Company
                        Investment Guidelines (Exhibit A)
--------------------------------------------------------------------------------

The Portfolio.......The Motors  Mechanical  Reinsurance  Company  Portfolio (the
                    Portfolio)  is  a  separate  account  managed  by  BlackRock
                    International,  Ltd.  for the  benefit of Motors  Mechanical
                    Reinsurance Company, Limited (the Company).

Investment
Objective...........The Portfolio's  investment  objective is to provide a total
                    return  that   exceeds  the  total   return  of  the  Lehman
                    Intermediate Aggregate Index (the Index).

Duration
Guidelines..........The  Portfolio  will be managed to have a targeted  duration
                    within a band of+/-20% around the duration of the Index.

Asset Guidelines....Following are the eligible investments:
                    (i)  U.S. Treasury and agency securities;
                   (ii)  Agency and non-agency mortgage-backed securities backed
                         by  loans  secured  by  residential,   multifamily  and
                         commercial  properties  including,  but not  limited to
                         pass-throughs,   CMOs,  REMICs,  SMBS,  project  loans,
                         construction loans, and adjustable rate
                  (iii)  obligations  of domestic and foreign  corporations  and
                         banks,   including   Yankees   and   eurobonds;
                   (iv)  asset-backed securities;
                    (v)  taxable municipal securities
                   (vi)  money market instruments

                    The Portfolio may use futures and/or options for purposes of
                    yield curve management,  maintaining the duration within the
                    target range and as a substitute for Treasuries.

                    The  Portfolio may purchase  private  placement or Rule 144A
                    securities.

Asset Allocation....Except for Treasury or Agency  debentures,  pass-throughs or
                    REMICs,  no more than 5% of the  Portfolio's  assets  may be
                    invested in securities of a single issuer.

Credit Criteria.....Securities  must be rated  investment  grade or  better by a
                    nationally  recognized  credit  rating agency at the time of
                    purchase. Split rated credits will be considered to have the
                    higher credit rating.

                    Securities  rated BBB or  equivalent  are  limited to 10% of
                    portfolio net assets.

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<PAGE>

                    In the event that a Portfolio investment is downgraded below
                    these credit  quality  guidelines,  the  Investment  Manager
                    shall  notify the Company and  provide an  evaluation  and a
                    recommended course of action.

                    Money market  instruments must be rated A-1 or P-1 or better
                    at the time of purchase.

Tax Consideration...The   Portfolio's   assets  will  not  be  invested  in  any
                    securities  or  sweep  funds  that to the  knowledge  of the
                    Manager at the time of purchase or  investment,  are subject
                    to U.S. withholding tax.

Other Investment
Practices...........Temporary  cash  balances  may be invested by BlackRock in a
                    money  market  instrument  (A1/P1 or  better,  less than 390
                    days) or in a client  approved  sweep vehicle not subject to
                    U.S. withholding tax.

                    The Portfolio may purchase securities on a when-issued basis
                    or for forward delivery.

                    The   Portfolio   may  enter  into   repurchase   agreements
                    collateralized  102%  with  U.S.  Government  securities  or
                    mortgage  securities as defined  above.  The maximum term of
                    these agreements will be 90 days, and the collateral must be
                    marked-to-market daily.

                    The  Portfolio  may  enter  into  covered  dollar  rolls  on
                    mortgage  securities.  Covered agreements will be defined as
                    having similar maturities.

Reinvestment
of Income...........All investment income of the Portfolio and capital gains, if
                    any,  will be added to the assets of the  Portfolio,  unless
                    otherwise directed by the Company.

Custodian...........Comerica Bank

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<PAGE>

                                    Exhibit B

As compensation for rendering  services under the Investment  Manager Agreement,
the Manager shall be paid a quarterly Management Fee in arrears according to the
Fee Schedule provided below. All assets managed by the Manager for the companies
General Mechanical Reinsurance Company,  Limited,  Motors Mechanical Reinsurance
Company, Limited and any other related entities,  except if otherwise agreed to,
will be consolidated  under this Fee Schedule.  The Management Fee will be based
on the net asset value of the combined  portfolios  at the end of each  calendar
quarter.


Fee Schedule:

Aggregate Portfolio Net Assets              Fee (bps)
------------------------------              ---------
First $50 million                           25
Assets over $50 million                     6.5

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