MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED

                                     NOTICE

NOTICE is hereby given that the Fourteenth 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 Wednesday,  May
9, 2001 at 11:00 a.m. for the following purposes:

1.   Adoption of minutes of  previous  meeting of  Shareholders  held on May 10,
     2000.

2.   To receive and consider  the  financial  statements  of the Company for the
     twelve month period ended  December 31, 2000 together with the  independent
     auditors' report thereon.

3.   To elect directors.

4.   To consider proposed amendments to 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, 2001.

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





                        DATED THE 12th DAY OF APRIL, 2001

                              BY ORDER OF THE BOARD

                                  MICHAEL BOYCE

                                 AS SECRETARY OF
                 MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED



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                 MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED

                           Annual Meeting May 9, 2001

                                 PROXY STATEMENT

                                 April 12, 2001

     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 9,
2001 at 11:00 a.m. 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  25,600
participating  shares outstanding,  held by 452 persons representing 256 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.  Each  amendment to the Company's
Restated  Articles of  Incorporation  described in this proxy  statement must be
approved by the affirmative vote of a majority of the shares of Common Stock and
of the participating shares, present at the meeting by proxy or otherwise.  Such
amendments  are also  subject to the  approval  of the  Barbados  Supervisor  of
Insurance and Registrar of Companies.

     This proxy  statement is  accompanied  by notice of the meeting,  financial
statements for the year ended December 31, 2000 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.

     Mr.  J.  Theodore  Linhart  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.,  Peter R.P.  Evelyn,  Thomas D. Callahan and Robert E. Capstack to serve as
directors.

     Information  regarding the age and current  occupation of persons nominated
to be 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           58               Chairman, CEO, President & Director
                                           (President, MIC, 1999; Executive
                                           Vice President & Chief Financial
                                           Officer, MIC, 1993-1999).

                                           Mr. Noll became President & Director
                                           in 1995 and became Chairman and CEO
                                           in 1996.

Thomas D. Callahan        48               Executive Vice-President and Director
                                           (Senior Vice President, MIC, 1998;
                                           Vice President, MIC, 1994-1998).

                                           Mr. Callahan became Executive
                                           Vice-President and Director in 1999.

John J. Dunn, Jr.         42               Vice-President & Director (Vice
                                           President & Treasurer, MIC, 1998;
                                           Assistant Treasurer, MIC, 1995-1998;
                                           Manager, Coopers & Lybrand L.L.P.).

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


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                        ELECTION OF DIRECTORS (CONTINUED)

Robert E. Capstack        60               Vice-President and Director
                                           (Section Manager, MIC, 1994;
                                           Vice-President, GMAC Securities
                                           Corporation, 1999)

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

Peter R.P. Evelyn         59               Director (Attorney, Evelyn Gittens &
                                           Farmer, a Barbados law firm).

                                           Mr. Evelyn became a Director in 1986.

J. Theodore Linhart       53               Nominee for Director to be elected by
                                           the participating shareholders.
                                           (Dominion Auto Group, Richmond,
                                           Virginia).



                AMENDMENTS OF RESTATED ARTICLES OF INCORPORATION

     1.   MIC Agency Accounts

     Management  proposes that the Company's  Restated Articles of Incorporation
("Articles")  be amended by substituting  the term "MIC Mechanical  Account" for
"MIC Agency Account" wherever it appears in the Articles in order to conform the
Articles to terminology used by Motors Insurance Corporation ("MIC"), the ceding
company.

     2.   Risk Fund Calculation

     Under Section 3(1)(1)(a) of the Articles,  an amount equal to 1-1/3% of net
premiums ceded to the Company is allocated to the Subsidiary Capital Account for
the  Common  shares.  The  Retrocession  Agreement  ("Retrocession   Agreement")
currently in place  between the Company and MIC is to be amended to clarify that
premiums  are  ceded to the  Company  on a gross  basis and the  Company  pays a
specified  ceding  commission  to MIC.  Accordingly,  Management  proposes  that
Sections  3(1)(1)(a),  (b) and (d) of the Articles be amended to read as follows
with such  amendments  to take effect upon the  effective  date of the foregoing
amendment of the Retrocession Agreement:


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               (a) With respect to premiums  ceded to the  Company,  one hundred
               percent  (100%)  shall be  allocated  to the  related  Subsidiary
               Capital Account;  provided,  however, that an amount equal to one
               percent  (1%) of such  premiums  shall be  subtracted  from  such
               Subsidiary  Capital  Account  and  allocated  to  the  Subsidiary
               Capital Account of the Common shares.

               (b) With respect to 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, one hundred percent (100%) shall be
               allocated to the related Subsidiary Capital Account.

               (d) With respect to return  premiums,  ninety-nine  percent (99%)
               shall be allocated to the related  Subsidiary Capital Account and
               one percent  (1%) shall be allocated  to the  Subsidiary  Capital
               Account for the Common shares.

     3.   Advances With Respect to Shares

     The Company has, on occasion,  provided advance distributions to holders of
Shares of series with respect to which no new business was being written and the
existing business of which had substantially run-off.  Management has determined
that the Articles  should be modified to clarify that for purposes of allocating
certain expenses and liabilities and investment income, and calculating dividend
payments  and  payments  upon  liquidation  of  the  Company  or  repurchase  or
redemption  of Shares by the  Company,  the  balance of the  Subsidiary  Capital
Account with  respect to which an advance  distribution  has been made,  will be
deemed  to  have  been  reduced  by  the  outstanding  amount  of  such  advance
distribution.  Accordingly,  Management proposes that the Articles be amended by
adding the following subsection (9) to Section 3(1)(1) of the Articles:

               (9) 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(1)(1)(9), 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.


<PAGE>


     4.   Repayments of Deficits

                  The Articles provide that deficits attributable to a series of
Shares that have been  allocated  to other  series of Shares,  after  January 1,
1995,  will be repaid if the Subsidiary  Capital Account for the series that had
such deficits would otherwise have a positive balance as of a subsequent  fiscal
quarter.  Management  has  determined  that the  Articles  should be modified to
clarify that when a Subsidiary  Capital  Account for a series of Shares that had
deficits  that were  allocated to other series of Shares after  January 1, 1995,
otherwise  would  have a  positive  balance  at the end of a  subsequent  fiscal
quarter,  such positive balances should be reallocated to the Subsidiary Capital
Accounts for the other series of Shares,  pro rata, based on the total amount of
deficits that have been  allocated to each series after January 1, 1995 and that
have  not  been   repaid.   Accordingly,   Management   proposes   that  Section
3(1)(7)(c)(ii) of the Articles be amended to read as follows:

               (ii) then, 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(1)(7)(a)(ii) or (iii)) 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(1)(7)(a)  with  respect to the series of Shares  from which the
               reallocation hereunder is being made have been restored.

     5.   Subsidiary Capital Accounts for Redeemed/Repurchased Shares

     Management has determined  that the Articles  should be modified to clarify
that when a series of Shares is  repurchased  or  redeemed by the  Company,  the
Subsidiary  Capital  Account  for such  series  will  remain  in  existence  for
accounting  purposes  until all  premiums  allocated  to such  account have been
earned.  Accordingly,  Management  proposes  that  Section  3(1)(8)(b)  shall be
amended to read as follows:

               (b) Where all shares of a series of Shares are repurchased by the
               Company  pursuant to Section 4 below,  or redeemed in  accordance
               with the Company's procedures for redemption set forth in Section
               3(6) 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  Sections 4 and 3(6),  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(1)(7)(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 accounts for
               the  calendar  quarter  then ending and any net  deficit  will be
               allocated  in   accordance   with  the   provisions   of  Section
               3(1)(7)(a).


<PAGE>


                        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,  2001.
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

                           PARTICIPATING SHAREHOLDERS

     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 May 9,
2001 or at any adjournment thereof and in particular to vote for:

     (i)  The  election  of Mr.  J.  Theodore  Linhart  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
          April 12, 2001.

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

                  Dated this ________ day of __________, 2001.


------------------------------                       ---------------------------
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) 436-4895             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

     MOTORS INSURANCE CORPORATION,  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 9, 2001 or at any adjournment thereof
and in particular to vote for:

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

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

(ii) The  adoption  of  amendments  to  the  Company's   Restated   Articles  of
     Incorporation as contained in the Company's Proxy Statement dated April 12,
     2001.

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

                   Dated this ________ day of __________, 2001


                          MOTORS INSURANCE CORPORATION


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

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


<PAGE>


Signature of the proxy was not provided by Michael Boyce.

After discussion with Jim Knott, and referencing  By-Law 18.7, it was determined
that the  typewritten  name of the Secretary was sufficient for the notice to be
sent to the shareholders.