EXHIBIT 4.16









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                                     FORM OF

                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                              OF IM CAPITAL TRUST I




                                DATED AS OF [ , ]




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<PAGE>
   Certain Sections of this Declaration relating to Sections 310 through 318,
                 inclusive, of the Trust Indenture Act of 1939:

Trust Indenture                                                      Declaration
  Act Section                                                        Section

ss.310 (a)(1)..........................................................6.2, 6.3
       (a)(2)...............................................................6.3
       (a)(3)....................................................Not Applicable
       (a)(4) ...................................................Not Applicable
       (a)(5)...............................................................6.3
       (b)..................................................................6.3
       (c).......................................................Not Applicable
ss.311 (a)..................................................................2.2
       (b)..................................................................2.2
       (c).......................................................Not Applicable
ss.312......................................................................2.2
ss.313 (a)..................................................................2.3
       (b)..................................................................2.3
       (c)..................................................................2.3
       (d)..................................................................2.3
ss.314 (a)..................................................................2.4
       (b)..................................................................2.4
       (c)..................................................................2.4
       (d)..................................................................2.4
       (e)..................................................................1.1
ss.315 (a)..................................................................9.2
       (b)..................................................................2.7
       (c)..................................................................3.9
       (d)..................................................................3.9
       (e).......................................................Not Applicable
ss.316 (a).............................................................2.6, 7.5
       (b).................................................................11.1
       (c).................................................................11.2
ss.317 (a)............................................................3.8, 3.16
       (b)..................................................................3.7
ss.318 (a)..................................................................2.1

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

NOTE:    This reconciliation and tie shall not, for any purpose, be deemed to be
         part of the Declaration.

<PAGE>
<TABLE>
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                                Table of Contents

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ARTICLE 1         INTERPRETATION AND DEFINITIONS..................................................................1
         Section 1.1       Interpretation and Definitions.........................................................1

ARTICLE 2         TRUST INDENTURE ACT.............................................................................9
         Section 2.1       Trust Indenture Act; Application.......................................................9
         Section 2.2       Lists of Holders of the Securities....................................................10
         Section 2.3       Reports by the Property Trustee.......................................................10
         Section 2.4       Periodic Reports to the Property Trustee..............................................10
         Section 2.5       Evidence of Compliance with Conditions Precedent......................................10
         Section 2.6       Trust Enforcement Events; Waiver......................................................11
         Section 2.7       Trust Enforcement Event; Notice.......................................................12

ARTICLE 3         ORGANIZATION...................................................................................12
         Section 3.1       Name and Organization.................................................................12
         Section 3.2       Office................................................................................13
         Section 3.3       Purpose...............................................................................13
         Section 3.4       Authority.............................................................................13
         Section 3.5       Title to Property of the Trust........................................................13
         Section 3.6       Powers and Duties of the Regular Trustees.............................................13
         Section 3.7       Prohibition of Actions by the Trust and the Trustees..................................17
         Section 3.8       Powers and Duties of the Property Trustee.............................................18
         Section 3.9       Certain Duties and Responsibilities of the Property Trustee...........................20
         Section 3.10      Certain Rights of Property Trustee....................................................21
         Section 3.11      Delaware Trustee......................................................................23
         Section 3.12      Execution of Documents................................................................23
         Section 3.13      Not Responsible for Recitals or Issuance of Securities................................23
         Section 3.14      Duration of Trust.....................................................................24
         Section 3.15      Mergers...............................................................................24
         Section 3.16      Property Trustee May File Proofs of Claim.............................................25

ARTICLE 4         THE SPONSOR....................................................................................26
         Section 4.1       Responsibilities of the Sponsor.......................................................26
         Section 4.2       Indemnification and Expenses of the Trustees..........................................27
         Section 4.3       Guarantee of Payment of Trust Obligations.............................................27

ARTICLE 5         THE HOLDER OF THE COMMON SECURITIES............................................................28
         Section 5.1       Notes Issuer's Acquisition of the Common Securities...................................28
         Section 5.2       Covenants of the Notes Issuer.........................................................28
         Section 5.3       Holder of the Common Securities.......................................................28

ARTICLE 6         THE TRUSTEES...................................................................................29
         Section 6.1       Number of Trustees....................................................................29
         Section 6.2       Delaware Trustee; Eligibility.........................................................29
         Section 6.3       Property Trustee; Eligibility.........................................................29

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                                            Table of Contents
                                              (Continued)
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         Section 6.4       Qualifications of the Regular Trustees Generally......................................30
         Section 6.5       Initial Trustees......................................................................30
         Section 6.6       Appointment, Removal and Resignation of the Trustees..................................31
         Section 6.7       Vacancies among Trustees..............................................................32
         Section 6.8       Effect of Vacancies...................................................................32
         Section 6.9       Meetings..............................................................................32
         Section 6.10      Delegation of Power by the Regular Trustees...........................................33
         Section 6.11      Merger, Consolidation, Conversion or Succession to Business...........................33

ARTICLE 7         TERMS OF THE SECURITIES........................................................................33
         Section 7.1       General Provisions Regarding the Securities...........................................33
         Section 7.2       Distributions.........................................................................36
         Section 7.3       Redemption of Securities..............................................................38
         Section 7.4       Redemption Procedures.................................................................38
         Section 7.5       Voting Rights of the Preferred Securities.............................................39
         Section 7.6       Voting Rights of the Common Securities................................................41
         Section 7.7       Paying Agent..........................................................................42
         Section 7.8       Listing...............................................................................43
         Section 7.9       Transfer of the Securities............................................................43
         Section 7.10      Mutilated, Destroyed, Lost or Stolen Certificates.....................................44
         Section 7.11      Deemed Holders........................................................................44
         Section 7.12      Global Securities.....................................................................44
         Section 7.13      Authorized Denominations..............................................................46
         Section 7.14      [RESERVED]............................................................................46

ARTICLE 8         DISSOLUTION AND TERMINATION OF THE TRUST.......................................................46
         Section 8.1       Dissolution and Termination of the Trust..............................................46
         Section 8.2       Liquidation Distribution upon Dissolution of the Trust................................47

ARTICLE 9         LIMITATION OF LIABILITY OF HOLDERS OF THE SECURITIES, THE DELAWARE TRUSTEE AND OTHERS..........48
         Section 9.1       Liability.............................................................................48
         Section 9.2       Exculpation...........................................................................49
         Section 9.3       Fiduciary Duty........................................................................49
         Section 9.4       Indemnification.......................................................................50
         Section 9.5       Outside Businesses....................................................................51

ARTICLE 10        ACCOUNTING.....................................................................................51
         Section 10.1      Fiscal Year...........................................................................51
         Section 10.2      Certain Accounting Matters............................................................51
         Section 10.3      Banking...............................................................................52
         Section 10.4      Withholding...........................................................................52

ARTICLE 11        AMENDMENTS AND MEETINGS........................................................................53
         Section 11.1      Amendments............................................................................53
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                                       ii
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                                            Table of Contents
                                              (Continued)
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         Section 11.2      Meetings of the Holders of the Securities; Action by Written Consent..................55

ARTICLE 12        REPRESENTATIONS OF THE PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE...............................56
         Section 12.1      Representations and Warranties of the Property Trustee................................56
         Section 12.2      Representations and Warranties of the Delaware Trustee................................57

ARTICLE 13        MISCELLANEOUS..................................................................................57
         Section 13.1      Notices...............................................................................57
         Section 13.2      Governing Law.........................................................................58
         Section 13.3      Intention of the Parties..............................................................58
         Section 13.4      Headings..............................................................................59
         Section 13.5      Successors and Assigns................................................................59
         Section 13.6      Partial Enforceability................................................................59
         Section 13.7      Counterparts..........................................................................59




Exhibit A.        Form of Preferred Securities Certificate

Exhibit B.        Form of Common Securities Certificate
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                                      iii


<PAGE>

               FORM OF AMENDED AND RESTATED DECLARATION OF TRUST 1

         This Amended and Restated  Declaration  of Trust of IM Capital  Trust I
("Declaration"),  dated as of [ , ], by and among Iron Mountain Incorporated,  a
Pennsylvania corporation, as Sponsor, [John P. Lawrence][, and ], as the initial
Regular Trustees,  [The Bank of New York], as the initial Property Trustee, [The
Bank of New York (Delaware)],  as the initial Delaware Trustee, as Trustees, and
the  Holders,  from  time to  time,  of the  Securities  representing  undivided
beneficial  ownership interests in the assets of IM Capital Trust I to be issued
pursuant to this Declaration.

         WHEREAS, certain of the Trustees and the Sponsor established IM Capital
Trust I (the "Trust"),  a business trust under the Business Trust Act,  pursuant
to a  Declaration  of Trust  dated as of  December  ___,  2001,  (the  "Original
Declaration") and a Certificate of Trust (the "Certificate of Trust") filed with
the Secretary of State of the State of Delaware on December ___, 2001; and

         WHEREAS,  the exclusive purposes and functions of the Trust shall be to
issue the Securities (as defined herein) in exchange for the Notes issued by the
Notes Issuer (each as defined herein) and except as otherwise limited herein, to
engage in only those other activities necessary or incidental thereto; and

         WHEREAS,  the parties hereto,  by this  Declaration,  amend and restate
each and every term and provision of the Original Declaration.

         NOW,  THEREFORE,  it being  the  intention  of the  parties  hereto  to
continue  the Trust as a business  trust under the  Business  Trust Act and that
this Declaration constitute the governing instrument of such business trust, the
Trustees  hereby  declare  that all assets  contributed  to the Trust be held in
trust for the  benefit  of the  Holders,  from time to time,  of the  Securities
representing undivided beneficial ownership interests in the assets of the Trust
issued hereunder, subject to the provisions of this Declaration.

                                   ARTICLE 1

                         INTERPRETATION AND DEFINITIONS

Section  1.1  Interpretation  and  Definitions.  Unless  the  context  otherwise
requires:

--------
         1 Certain  additional  provisions  and defined terms to be added if the
Trust were to issue equity  units  comprised  of (A) a purchase  contract  under
which  (i) the  holder  of the  unit  agrees  to  purchase  from  Iron  Mountain
Incorporated  and Iron  Mountain  Incorporated  agrees  to sell to the  holder a
certain  number of shares of its common  stock  pursuant to a purchase  contract
agreement and (ii) Iron Mountain Incorporated agrees to pay such holder contract
adjustment  payments  and (B) either  beneficial  ownership  of (i) a  Preferred
Security or Note, or in certain circumstances  following the occurrence of a Tax
Event, the appropriate  applicable  ownership interest of the treasury portfolio
or (ii)  following any  remarketing  of the Preferred  Securities  pursuant to a
purchase  contract  agreement  and  a  remarketing  agreement,  the  appropriate
Treasury Consideration (as defined in the purchase contract agreement).
<PAGE>

         (a) capitalized  terms used in this  Declaration but not defined in the
preamble above shall have the meanings assigned to them in this Section 1.1;

         (b) a term  defined  anywhere in this  Declaration  shall have the same
meaning throughout;

         (c) all references to "the Declaration" or "this  Declaration" shall be
to this Declaration as modified, supplemented or amended from time to time;

         (d) all references in this Declaration to Articles,  Sections, Recitals
and Exhibits  shall be to Articles and Sections of, or Recitals and Exhibits to,
this Declaration unless otherwise specified;

         (e) unless otherwise defined in this Declaration, a term defined in the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"),  shall have
the same meaning when used in this Declaration;

         (f) a  reference  to the  singular  shall  include  the plural and vice
versa,  and a  reference  to any  masculine  form of a term  shall  include  the
feminine or neuter form of a term, as applicable; and

         (g) the following terms shall have the following meanings:

         "Affiliate"  of any  specified  Person  shall  mean  any  other  Person
directly or indirectly controlling or controlled by, or under direct or indirect
common control with, such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person shall mean the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms "controlling" and "controlled" shall have meanings  correlative to
the foregoing.

         "Authorized  Officer"  of a  Person  shall  mean  any  Person  that  is
authorized to bind such Person.

         "Beneficial  Owner" shall mean,  with respect to a Global  Security,  a
Person who is the beneficial  owner of such book-entry  interest as reflected on
the books of the  Depositary or on the books of a Person  maintaining an account
with such  Depositary  (directly as a Depositary  Participant  or as an indirect
participant, in each case in accordance with the rules of such Depositary).

         "Beneficiaries" shall have the meaning set forth in Section 4.3.

         "Business Day" shall mean any day other than a Saturday,  Sunday or any
other day on which banking  institutions in the  [Commonwealth of Massachusetts]
are authorized or obligated by law or executive order to be closed.

                                      -2-
<PAGE>

         "Business  Trust Act" shall mean Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to time,
or any successor legislation.

         "Certificate"  shall mean a Common Security  Certificate or a Preferred
Security Certificate.

         "Clearing Agency" shall mean an organization  registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as depository
for the  Preferred  Securities  and in whose name or in the name of a nominee of
that  organization  shall be  registered  a Global  Certificate  and which shall
undertake  to  effect  book  entry   transfers  and  pledges  of  the  Preferred
Securities.

         "Closing  Date" shall mean the date on which the  Preferred  Securities
are issued and sold.

         "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to time, or any successor legislation. A reference to a specific section of
the Code refers not only to such specific section but also to any  corresponding
provision of any federal tax statute enacted after the date of this Declaration,
as such specific section or corresponding  provision is in effect on the date of
application of the provisions of this Declaration containing such reference.

         "Commission"  shall  mean the United  States  Securities  and  Exchange
Commission.

         "Common Securities" shall have the meaning specified in Section 7.1(a).

         "Common Security  Certificate"  shall mean a definitive  certificate in
fully registered form representing a Common Security,  substantially in the form
of Exhibit B hereto.

         "Common Shares" shall mean the shares of common shares, par value $.01,
of the Company.

         "Company"  shall  mean  Iron  Mountain  Incorporated,   a  Pennsylvania
corporation, the Sponsor, Notes Issuer, and the parent of the Trust.

         "Compounded  Distributions" shall have the meaning specified in Section
7.2(b).

         "Corporate  Trust  Office"  shall  mean  the  principal  office  of the
Property  Trustee at which, at any particular time, its corporate trust business
shall be administered,  which office at the date hereof is located at [ ], Attn:
[ ] or such other address as the Property Trustee may designate.

         "Covered  Person"  shall mean (A) any officer,  director,  shareholder,
partner, member, representative,  employee or agent of (i) the Sponsor, (ii) the
Sponsor's Affiliates, (iii) the Trust or (iv) the Trust's Affiliates and (B) any
Holder.

                                      -3-
<PAGE>

         "Delaware  Trustee"  shall mean the  Trustee  meeting  the  eligibility
requirements set forth in Section 6.2.

         "Depositary"  shall mean, with respect to Securities  issuable in whole
or in part in the  form of one or more  Global  Securities,  a  clearing  agency
registered  under the Exchange Act that is designated  to act as depositary  for
such Securities, and initially shall be The Depository Trust Company.

         "Depositary  Agreement"  shall mean the agreement among the Trust,  the
Property  Trustee and the  Depositary  dated as of the Closing Date, as the same
may be amended or supplemented from time to time.

         "Depositary Participant" shall mean a member of, or participant in, the
Depositary.

         "Direct Action" shall have the meaning specified in Section 3.8(e).

         "Distribution"  shall mean a  distribution  payable  to the  Holders in
accordance with Section 7.2.

         "Exchange Act" shall mean the  Securities  Exchange Act of 1934 and any
statute  successor  thereto,  in each case as amended from time to time, and the
rules and regulations of the Commission promulgated thereunder.

         "First  Delivery  Date"  shall  have  the  meaning   specified  in  the
Underwriting Agreement.

         "Fiscal Year" shall have the meaning specified in Section 10.1.

         "Foreign  Person"  shall  mean any Person  that is not a United  States
Person.

         "Global  Certificate"  shall  have the  meaning  specified  in  Section
7.1(h).

         "Global  Security" shall mean a global Preferred  Security  Certificate
registered in the name of a Depositary or its nominee.

         "Guarantee"  shall mean the guarantee of the Company for the benefit of
the  beneficial  holders of the  Preferred  Securities  issued  pursuant  to the
Guarantee  Agreement,  dated as of [ , ], of the Sponsor, as may be amended from
time to time, in respect of the Securities.

         "Holder"  shall  mean any  holder  of  Preferred  Securities  or Common
Securities,  as  registered  on the books and records of the Trust,  such holder
being a beneficial owner within the meaning of the Business Trust Act,  provided
that in determining  whether the Holders of the requisite  liquidation amount of
Preferred  Securities have voted on any matter provided for in this Declaration,
then for the purpose of such  determination  only (and not for any other purpose
hereunder), if the Preferred Securities remain in the form of one or more Global
Securities  and if the Depositary  that is the holder of such Global  Securities
has sent an omnibus proxy to the

                                      -4-
<PAGE>

Depositary  Participants to whose accounts the Preferred Securities are credited
on the record date, the term "Holders" shall mean such  Depositary  Participants
acting at the direction of the Beneficial Owners.

         "Indemnified  Person"  shall mean any  Trustee,  any  Affiliate  of any
Trustee,  any Paying Agent,  any  officers,  directors,  shareholders,  members,
partners,  employees,  representatives or agents of any Trustee,  Affiliate of a
Trustee or Paying Agent,  or any officer,  employee or agent of the Trust or any
of its Affiliates.

         "Indenture" shall mean the indenture dated as of [ , ], as supplemented
by a supplemental  indenture  relating to the Notes,  dated as of [ , ], between
the Notes Issuer and the  Indenture  Trustee  (including  the  provisions of the
Trust Indenture Act that are deemed incorporated therein), pursuant to which the
Notes are to be issued.

         "Indenture  Event of Default"  shall have the meaning given to the term
"Event of Default" in the Indenture.

         "Indenture Trustee" shall mean The Bank of New York, a New York banking
corporation , in its capacity as trustee under the  Indenture,  or any successor
thereto.

         "Investment Company" shall mean an investment company as defined in the
Investment Company Act.

         "Investment Company Act" shall mean the Investment Company Act of 1940,
as amended from time to time,  or any  successor  legislation  and the rules and
regulations of the Commission promulgated thereunder.

         "Legal Action" shall have the meaning specified in Section 3.6(g).

         "List of Holders" shall have the meaning specified in Section 2.2(a).

         "Majority in Liquidation  Amount" shall mean, except as provided by the
Trust  Indenture Act,  Holders of outstanding  Securities,  voting together as a
single class, or, as the context may require,  Holders of outstanding  Preferred
Securities or Holders of the outstanding Common Securities, voting separately as
a class, who are the record owners of more than 50% of the aggregate liquidation
amount   (including  the  stated  amount  that  would  be  paid  on  redemption,
liquidation or otherwise,  plus accumulated and unpaid Distributions to the date
upon which the voting percentages are determined) of all outstanding Securities,
Preferred Securities or Common Securities, as the case may be.

         "New York Stock Exchange" shall mean the New York Stock Exchange,  Inc.
or any successor thereto.

         "Notes"  shall  mean the  series  of [name of  series  of Notes  issued
pursuant  to  Indenture],  due [ ] to be issued by the  Notes  Issuer  under the
Indenture and exchanged for the  Securities  pursuant to Section 3.6 and held by
the Property Trustee.

                                      -5-
<PAGE>

         "Notes  Issuer"  shall mean the  Company or any  successor  entity in a
merger, consolidation, conversion, amalgamation or replacement by or conveyance,
transfer  or  lease  of its  properties  substantially  as an  entirety,  in its
capacity as issuer of the Notes under the Indenture.

         "Obligations" shall have the meaning set forth in Section 4.3.

         "Officers'  Certificate"  shall mean,  when  delivered by the Trust,  a
certificate  signed by a majority of the Regular Trustees of the Trust and, when
delivered by the Sponsor, a certificate signed by (A) the Chairman of the Board,
President or a Vice  President of the Sponsor and (B) the  Treasurer,  Assistant
Treasurer or Secretary of the Sponsor. Any Officers'  Certificate delivered with
respect  to  compliance  with a  condition  or  covenant  provided  for in  this
Declaration shall include, where applicable:

                  (i) a  statement  that  each  officer  signing  the  Officers'
         Certificate  has read the  covenant or  condition  and the  definitions
         relating thereto;

                  (ii)  a  brief  statement  of  the  nature  and  scope  of the
         examination  or  investigation  undertaken by each officer in rendering
         the Officers' Certificate;

                  (iii) a  statement  that  each  such  officer  has  made  such
         examination  or  investigation  as,  in  such  officer's  opinion,   is
         necessary to enable such  officer to express an informed  opinion as to
         whether or not such covenant or condition has been complied with; and

                  (iv) a statement  as to  whether,  in the opinion of each such
         officer, such condition or covenant has been complied with.

         "Original   Declaration"  shall  have  the  meaning  specified  in  the
Recitals.

         "Over-allotment  Option" shall mean the over-allotment option contained
in the Underwriting Agreement.

         "Paying Agent" shall have the meaning specified in Section 3.8(h).

         "Payment Date" shall mean [ ], of each year, commencing [ ].

         "Payment Amount" shall have the meaning specified in Section 7.2(c).

         "Person"  shall  mean  a  legal  person,   including  any   individual,
corporation,  estate,  partnership,  joint  venture,  association,  joint  stock
company,  limited  liability  company,  trust,   unincorporated  association  or
government or any agency or political  subdivision  thereof, or any other entity
of whatever nature.

         "Preferred  Securities"  shall have the  meaning  specified  in Section
7.1(a).

                                      -6-
<PAGE>

         "Preferred Security Certificate" shall mean a definitive certificate in
fully registered form  representing a Preferred  Security,  substantially in the
form of Exhibit A.

         "Primary  Treasury  Dealer"  shall  mean  a  primary  U.S.   government
securities dealer in New York City.

         "Property Account" shall mean a segregated  non-interest  bearing trust
account  maintained  with a banking  institution,  the rating on whose long-term
unsecured indebtedness is at least equal to the rating assigned to the Preferred
Securities by a "nationally  recognized  statistical rating organization" within
the meaning of Rule 436(g)(2) under the Securities Act.

         "Property  Trustee"  shall mean the  Trustee  meeting  the  eligibility
requirements set forth in Section 6.3.

         "Pro  Rata"  shall  mean  pro  rata to  each  Holder  according  to the
aggregate  liquidation  amount of the Securities held by such Holder in relation
to the aggregate liquidation amount of all Securities outstanding.

         "Quorum" shall mean a majority of the Regular Trustees or, if there are
only two Regular Trustees, both of them.

         "Quotation  Agent" shall mean any Primary  Treasury  Dealer selected by
the  Sponsor  to act as the  quotation  agent  in  connection  with a Tax  Event
Redemption.

         "Redemption/Distribution  Notice"  shall have the meaning  specified in
Section 7.4(a).

         "Redemption  Price" shall mean the amount for which the Securities will
be redeemed pursuant to the Indenture, which amount will equal the lesser of (i)
the redemption  price paid by the Notes Issuer to repay or redeem,  in whole but
not in part, the Notes held by the Trust plus an amount equal to accumulated and
unpaid  Distributions on such Securities through the date of their redemption or
the Tax Event  Redemption Date in the case of a Tax Event Redemption or (ii) the
amount received by the Trust in respect of the Notes so repaid or redeemed.

         "Regular  Trustee"  shall mean any  trustee of the Trust other than the
Property Trustee and the Delaware Trustee.

         "Responsible Officer" shall mean, with respect to the Property Trustee,
any officer  within the  corporate  trust  department  of the Property  Trustee,
including any vice  president,  assistant vice president,  assistant  treasurer,
trust  officer or any other  officer of the  Property  Trustee  who  customarily
performs  functions  similar to those performed by persons who at the time shall
be officers,  or who shall have direct  responsibility for the administration of
this  Declaration  and also shall mean,  with respect to a particular  corporate
trust  matter,  any other  officer to whom such matter is  referred  due to that
officer's knowledge of and familiarity with the particular subject.

                                      -7-
<PAGE>

         "Rule  3a-5" shall mean Rule 3a-5 under the  Investment  Company Act or
any successor rule thereunder.

         "Second  Delivery  Date"  shall  have  the  meaning  specified  in  the
Underwriting Agreement.

         "Securities"  shall  mean  the  Common  Securities  and  the  Preferred
Securities.

         "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time, or any successor  legislation and the rules and regulations of the
Commission promulgated thereunder.

         "Security  Registrar"  shall  have the  meaning  specified  in  Section
7.9(a)(iii).

         "Sponsor"  shall mean the Company or any successor  entity in a merger,
consolidation,   conversion,  amalgamation  or  replacement  by  or  conveyance,
transfer  or  lease  of its  properties  substantially  as an  entirety,  in its
capacity as sponsor of the Trust.

         "Successor  Delaware  Trustee"  shall  have the  meaning  specified  in
Section 6.6(b).

         "Successor   Entity"  shall  have  the  meaning  specified  in  Section
3.15(b)(i).

         "Successor  Property  Trustee"  shall  have the  meaning  specified  in
Section 6.6(b).

         "Successor  Security"  shall  have the  meaning  specified  in  Section
3.15(b)(i)(B).

         "Supermajority" shall have the meaning specified in Section 2.6(b)(ii).

         "Tax  Event"  shall mean the receipt by the Sponsor and the Trust of an
opinion of  counsel,  rendered by a law firm having a  recognized  national  tax
practice,  to the effect that,  as a result of any  amendment  to,  change in or
announced  proposed  change in the laws (or any  regulations  thereunder) of the
United  States or any  political  subdivision  or taxing  authority  thereof  or
therein, or as a result of any official administrative decision,  pronouncement,
judicial  decision or action  interpreting or applying such laws or regulations,
which amendment or change is effective or which proposed change,  pronouncement,
action or decision is announced on or after the Closing Date, there is more than
an  insubstantial  increase in the risk that (i) the Trust is, or within 90 days
of the date of such opinion will be, subject to United States federal income tax
with  respect to income  received  or accrued on the Notes,  (ii)  interest  (or
original  issue  discount)  payable by the Notes  Issuer on the Notes is not, or
within 90 days of the date of such opinion will not be,  deductible by the Notes
Issuer,  in whole or in part, for United States federal income tax purposes,  or
(iii) the Trust  is,  or  within  90 days of the date of such  opinion  will be,
subject  to more  than a de  minimis  amount  of other  taxes,  duties  or other
governmental charges.

         "Tax Event  Redemption" shall mean that a Tax Event has occurred and is
continuing  and the Notes  have  been  called  for  redemption  pursuant  to the
Indenture.

         "Tax Event  Redemption Date" shall mean the date specified by the Notes
Issuer  on which  the  Notes are  redeemed  pursuant  to a Tax Event  Redemption
pursuant to the Indenture.

                                      -8-
<PAGE>

         "10% in Liquidation Amount" shall mean, except as provided by the Trust
Indenture Act, Holder(s) of outstanding Securities,  voting together as a single
class,  or,  as the  context  may  require,  Holders  of  outstanding  Preferred
Securities or Holders of outstanding Common  Securities,  voting separately as a
class,  who are the record  owners of 10% or more of the  aggregate  liquidation
amount   (including  the  stated  amount  that  would  be  paid  on  redemption,
liquidation or otherwise,  plus accumulated and unpaid Distributions to the date
upon which the voting percentages are determined) of all outstanding  Securities
of the relevant class.

         "Treasury Regulations" shall mean the income tax regulations, including
temporary  and proposed  regulations,  promulgated  under the Code by the United
States Department of the Treasury,  as such regulations may be amended from time
to time (including corresponding provisions of succeeding regulations).

         "Trust" shall have the meaning specified in the Recitals hereto.

         "Trust  Enforcement Event" in respect of the Securities shall mean that
an Indenture  Event of Default has occurred and is  continuing in respect of the
Notes.

         "Trust  Indenture  Act" shall mean the Trust  Indenture Act of 1939, as
amended  from  time to time,  or any  successor  legislation  and the  rules and
regulations of the Commission promulgated thereunder.

         "Trustee"  or  "Trustees"  shall mean each  Person that has signed this
Declaration  as a  trustee,  so long as  such  Person  continues  in  office  in
accordance  with the terms hereof,  and all other Persons that from time to time
may be duly appointed,  qualified and serving as Trustees in accordance with the
provisions  hereof,  and  references  herein to a Trustee or the Trustees  shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

         "United  States  Person"  shall mean a United  States person for United
States federal income tax purposes.

         "Underwriters"  shall have the  meaning  set forth in the  Underwriting
Agreement.

         "Underwriting Agreement" means the underwriting agreement dated as of [
, ] between the Company and the Underwriters named therein.

                                   ARTICLE 2

                               TRUST INDENTURE ACT

Section 2.1 Trust Indenture Act; Application.

         (a)  This  Declaration  is  subject  to the  provisions  of  the  Trust
Indenture  Act that are  required  to be part of this  Declaration  and,  to the
extent applicable, shall be governed by such provisions.

         (b) The  Property  Trustee  shall be the only Trustee that is a trustee
for the purposes of the Trust Indenture Act.

                                      -9-
<PAGE>

         (c) If and to  the  extent  that  any  provision  of  this  Declaration
conflicts  with the duties  imposed by Sections  310 to 317,  inclusive,  of the
Trust  Indenture  Act,  such  imposed  duties of the Trust  Indenture  Act shall
control.

         (d) The  application  of the Trust  Indenture  Act to this  Declaration
shall not affect the Trust's classification as a grantor trust for United States
federal income tax purposes and shall not affect the nature of the Securities as
equity securities  representing  undivided beneficial ownership interests in the
assets of the Trust.

Section 2.2 Lists of Holders of the Securities.

         (a) Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide the Property Trustee with a list of the names and addresses of the
Holders of the  Securities in such form as the Property  Trustee may  reasonably
require ("List of Holders") (i) as of the record date relating to the payment of
any  Distribution,  at least [one] Business Day prior to the date for payment of
such Distribution,  except while the Preferred Securities are represented by one
or more Global Securities, and (ii) at any other time, within 30 days of receipt
by the  Trust of a  written  request  from the  Property  Trustee  for a List of
Holders  as of a date  no more  than 15 days  before  such  List of  Holders  is
provided to the  Property  Trustee.  If at any time the List of Holders does not
differ from the most recent List of Holders  provided to the Property Trustee by
the Sponsor and the Regular  Trustees on behalf of the Trust,  then  neither the
Sponsor nor the Regular  Trustees  shall be  obligated  to deliver  such List of
Holders.  The  Property  Trustee  shall  preserve,  in as  current  a form as is
reasonably  practicable,  all information contained in Lists of Holders provided
to it or that it  receives in its  capacity  as Paying  Agent (if acting in such
capacity);  provided  that the Property  Trustee may destroy any List of Holders
previously provided to it on receipt of a new List of Holders.

         (b) The Property  Trustee shall comply with its obligations  under, and
shall be entitled to the benefits  of,  Sections  311(a),  311(b) and 312 of the
Trust Indenture Act.

Section 2.3 Reports by the  Property  Trustee.  Within 60 days after [ ] of each
year (commencing  with the year of the first  anniversary of the issuance of the
Preferred Securities),  the Property Trustee shall provide to the Holders of the
Preferred  Securities  such  reports as are required by Section 313 of the Trust
Indenture Act, if any, in the form and in the manner  provided by Section 313 of
the Trust  Indenture  Act.  The  Property  Trustee  also shall  comply  with the
requirements of Section 313(d) of the Trust Indenture Act.

Section 2.4 Periodic  Reports to the Property  Trustee.  Each of the Sponsor and
the  Regular  Trustees  on behalf of the Trust  shall  provide  to the  Property
Trustee such  documents,  reports and  information as required by Section 314 of
the Trust  Indenture  Act (if any) and the  compliance  certificate  required by
Section  314 of the Trust  Indenture  Act in the form,  in the manner and at the
times  required  by Section  314 of the Trust  Indenture  Act.  Delivery of such
reports,  information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute  constructive notice
of any information  contained therein or determinable from information contained
therein,  including the Sponsor's and the Regular Trustees'  compliance with any
of its  covenants  hereunder  (as to  which  the  Trustee  is  entitled  to rely
exclusively on Officers' Certificates).

Section 2.5  Evidence  of  Compliance  with  Conditions  Precedent.  Each of the
Sponsor  and the Regular  Trustees  on behalf of the Trust shall  provide to the
Property Trustee such evidence of compliance with any conditions  precedent,  if
any,  provided  for in this  Declaration  that  relate to any of the matters set
forth in Section 314(c) of the Trust  Indenture Act. Any

                                      -10-
<PAGE>

certificate  or opinion  required to be given by an officer  pursuant to Section
314(c)(1) may be given in the form of an Officers' Certificate.

Section 2.6 Trust Enforcement Events; Waiver.

         (a) An Indenture Event of Default constitutes an event of default under
this Declaration with respect to the Securities.

         (b) The Holders of a Majority in  Liquidation  Amount of the  Preferred
Securities may waive,  by vote or written  consent,  on behalf of the Holders of
all of the Preferred Securities,  any past Trust Enforcement Event in respect of
the Preferred  Securities and its consequences,  provided that if the underlying
Indenture Event of Default:

                  (i) is not  waivable  under  the  Indenture,  then  the  Trust
         Enforcement  Event under this  Declaration  also shall not be waivable;
         and

                  (ii)  requires  the vote or consent of the  holders of greater
         than a majority in principal amount of the Notes (a "Supermajority") to
         be waived under the  Indenture,  the related  Trust  Enforcement  Event
         under  this  Declaration  only may be  waived  by the  vote or  written
         consent of the Holders of at least the same  Supermajority in aggregate
         stated liquidation amount of the Preferred Securities outstanding.

         The  foregoing  provisions  of this Section  2.6(b) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act, and Section 316(a)(1)(B) of the
Trust Indenture Act is hereby  expressly  excluded from this Declaration and the
Securities,  as permitted by the Trust Indenture Act. Upon such waiver, any such
Trust Enforcement  Event in respect of the Preferred  Securities shall be deemed
to have been  cured for every  purpose  of this  Declaration  and the  Preferred
Securities,  but no such waiver  shall extend to any  subsequent  or other Trust
Enforcement  Event with respect to the Preferred  Securities or impair any right
consequent thereon.  Any waiver by the Holders of the Preferred  Securities of a
Trust Enforcement  Event with respect to the Preferred  Securities also shall be
deemed to  constitute  a waiver by the Holders of the Common  Securities  of any
such Trust  Enforcement  Event with  respect  to the Common  Securities  for all
purposes of this  Declaration  without any further  act,  vote or consent of the
Holders of the Common Securities.

         (c) The  Holders  of a  Majority  in  Liquidation  Amount of the Common
Securities may waive,  by vote or written  consent,  any past Trust  Enforcement
Event in respect of the Common Securities and its consequences, provided that if
the underlying  Indenture  Event of Default is not waivable under the Indenture,
then,  except  where the  Holders  of the Common  Securities  are deemed to have
waived such Trust  Enforcement  as provided  below in this Section  2.6(c),  the
related  Trust  Enforcement  Event  under  this  Declaration  also  shall not be
waivable.  The Holders of the Common  Securities  shall be deemed to have waived
any and all Trust Enforcement Events in respect of the Common Securities and the
consequences  thereof  until all Trust  Enforcement  Events  in  respect  of the
Preferred  Securities  shall have been cured,  waived or  otherwise  eliminated.
Until all Trust Enforcement Events in respect of the Preferred  Securities shall
have been so cured, waived or otherwise  eliminated,  the Property Trustee shall
be deemed  to be  acting  solely  on  behalf  of the  Holders  of the  Preferred
Securities,  and only the  Holders of the  Preferred  Securities  shall have the
right to direct the Property Trustee.  The foregoing  provisions of this Section
2.6(c) shall be in lieu of Sections  316(a)(1)(A)  and 316(a)(1)(B) of the Trust
Indenture Act, and Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture
Act are hereby expressly  excluded from this Declaration and the Securities,  as
permitted by the Trust  Indenture  Act.  Subject to the foregoing

                                      -11-
<PAGE>

provisions of this Section 2.6(c),  upon such cure, waiver or other elimination,
any Trust  Enforcement Event in respect of the Common Securities shall be deemed
to have  been  cured  for  every  purpose  of this  Declaration  and the  Common
Securities,  but no such waiver  shall extend to any  subsequent  or other Trust
Enforcement  Event with  respect to the  Common  Securities  or impair any right
consequent thereon.

         (d) A waiver of an Indenture  Event of Default  under the  Indenture by
the Property Trustee at the direction of the Holders of the Preferred Securities
shall constitute a waiver of the  corresponding  Trust  Enforcement  Event under
this  Declaration.  Any such waiver by the Holders of the  Preferred  Securities
also  shall be  deemed  to  constitute  a waiver by the  Holders  of the  Common
Securities  of any such  Trust  Enforcement  Event  with  respect  to the Common
Securities for all purposes of this Declaration without any further act, vote or
consent of the Holders of the Common  Securities.  The  foregoing  provisions of
this  Section  2.6(d)  shall be in lieu of  Section  316(a)(1)(B)  of the  Trust
Indenture  Act, and Section  316(a)(1)(B)  of the Trust  Indenture Act is hereby
expressly excluded from this Declaration and the Securities, as permitted by the
Trust Indenture Act.

Section 2.7 Trust Enforcement Event; Notice.

         (a) Within 90 days after the  occurrence of a Trust  Enforcement  Event
actually known to a Responsible  Officer of the Property  Trustee,  the Property
Trustee shall transmit by mail, first class postage  prepaid,  to the Holders of
the  Securities,  notice of such  Trust  Enforcement  Event,  unless  such Trust
Enforcement Event has been cured before the giving of such notice,  which notice
shall  specify  the  Indenture  Event  of  Default  giving  rise  to  the  Trust
Enforcement  Event and that the Indenture  Event of Default also  constitutes an
event of default under this Declaration;  provided that, except for a default in
the  payment of  principal  of (or  premium,  if any) or  interest on any of the
Notes, the Property Trustee shall be protected in withholding such notice if and
so  long  as a  Responsible  Officer  of the  Property  Trustee  in  good  faith
determines  that the  withholding  of such  notice  is in the  interests  of the
Holders of the Securities.

         (b) The Property  Trustee shall not be deemed to have  knowledge of any
Trust  Enforcement Event except for any default as to which the Property Trustee
shall have  received  written  notice or of which a  Responsible  Officer of the
Property Trustee charged with the  administration of this Declaration shall have
actual knowledge.

                                   ARTICLE 3

                                  ORGANIZATION

Section  3.1 Name and  Organization.  The Trust  hereby  continued  is named "IM
Capital  Trust I," as such name may be modified from time to time by the Regular
Trustees following written notice to the Holders of the Securities.  The Trust's
activities may be conducted under the name of the Trust or any other name deemed
advisable by the Regular Trustees.

                                      -12-
<PAGE>

Section 3.2  Office.  The  address of the  principal  office of the Trust is 745
Atlantic  Avenue,  Boston,  Massachusetts  02111.  On ten Business Days' written
notice to the Holders of the  Securities,  the Regular  Trustees  may  designate
another principal office.

Section 3.3 Purpose.  The exclusive  purposes and functions of the Trust are (a)
to issue the  Securities  in exchange  for the Notes and (b) except as otherwise
limited herein, to engage in only those other activities necessary or incidental
thereto. The Trust shall not borrow money, issue debt, reinvest proceeds derived
from investments,  pledge any of its assets or otherwise undertake (or permit to
be undertaken) any activity that would cause the Trust not to be classified as a
grantor trust for United States federal income tax purposes.

         By the acceptance of this Trust, none of the Trustees, the Sponsor, the
Holders of the Preferred  Securities or the Common  Securities or the Beneficial
Owners of the  Preferred  Securities  will take any position that is contrary to
the  classification  of the Trust as a grantor trust for United  States  federal
income tax purposes.

Section 3.4 Authority.

         (a) Subject to the limitations  provided in this Declaration and to the
specific  duties of the  Property  Trustee,  the  Regular  Trustees  shall  have
exclusive  authority to carry out the purposes of the Trust. Any action taken by
the Regular Trustees in accordance with their powers shall constitute the act of
and shall serve to bind the Trust,  and any action taken by the Property Trustee
in  accordance  with its powers shall  constitute  the act of and shall serve to
bind the Trust.  In dealing with the Trustees  acting on behalf of the Trust, no
Person shall be required to inquire  into the  authority of the Trustees to bind
the Trust.  Persons dealing with the Trust are entitled to rely  conclusively on
the power and authority of the Trustees as set forth in this Declaration.

         (b) Except as expressly set forth in this  Declaration  and except if a
meeting of the Regular  Trustees is called with respect to any matter over which
the Regular Trustees have power to act, any power of the Regular Trustees may be
exercised by or with the consent of any one such Regular Trustee.

         (c) Except as otherwise required by applicable law, any Regular Trustee
may  delegate  to any other  natural  person over the age of 21 that is a United
States Person,  by power of attorney  consistent with applicable law, his or her
power for the purposes of signing any documents  that the Regular  Trustees have
power and authority to cause the Trust to execute pursuant to Section 3.6.

Section 3.5 Title to  Property  of the Trust.  Except as provided in Section 3.8
with respect to the Notes and the Property  Account or as otherwise  provided in
this Declaration,  legal title to all assets of the Trust shall be vested in the
Trust.  The Holders of the Securities  shall not have legal title to any part of
the assets of the Trust but shall have undivided  beneficial ownership interests
in the assets of the Trust.

Section 3.6 Powers and Duties of the  Regular  Trustees.  The  Regular  Trustees
shall have the exclusive power,  duty and authority to cause the Trust to engage
in the following activities:

                                      -13-
<PAGE>

         (a) to issue the  Securities  in exchange  for the Notes in  accordance
with this Declaration (including,  without limitation,  to execute,  deliver and
perform  the  Purchase  and  Subscription  Agreement,  to be  dated as of [ , ],
between the Sponsor and the Trust); provided that:

                  (i) the Trust may issue no more than one  series of  Preferred
         Securities and no more than one series of Common Securities;

                  (ii) there shall be no  interests  in the Trust other than the
         Securities; and

                  (iii) the  issuance  of the  Securities  shall be limited to a
         one-time, simultaneous issuance of both Preferred Securities and Common
         Securities on the Closing  Date,  subject to the issuance of additional
         Securities pursuant to the exercise of any Over-allotment Option;

         (b) in connection with the issue and sale of the Preferred  Securities,
to:

                  (i) assist in the  preparation  of a prospectus in preliminary
         and final form  prepared by the Sponsor in relation to the offering and
         sale of  Preferred  Securities  and to  assist in the  preparation  and
         filing with the  Commission,  on behalf of the Trust, of a registration
         statement  on Form  S-3,  or on  another  appropriate  form,  including
         without limitation any registration  statement under Rule 462(b) of the
         Securities  Act,  in  relation  to the  Preferred  Securities  and  the
         Guarantee,  including any  pre-effective or  post-effective  amendments
         thereto and  including  any  supplements  or  amendments to the form of
         prospectus  included therein, as permitted by the rules and regulations
         of the Commission;

                  (ii) execute and file,  on behalf of the Trust,  any documents
         prepared by the Sponsor,  or take any acts as determined by the Sponsor
         to be  necessary,  in order to qualify or  register  all or part of the
         Preferred  Securities in any state in which the Sponsor has  determined
         to qualify or register such Preferred Securities for sale;

                  (iii) at the  direction of the Sponsor,  execute and file,  on
         behalf of the Trust, any application, statement, certificate, agreement
         or other  instrument,  prepared by the  Sponsor,  to the New York Stock
         Exchange,  or any other  national  securities  exchange  or the  Nasdaq
         National Market for listing or quotation of the Preferred Securities;

                  (iv) to execute and deliver letters, documents, or instruments
         with any Clearing Agencies relating to the Preferred Securities;

                  (v) if  required,  execute  and file with the  Commission,  on
         behalf of the Trust,  a registration  statement on Form 8-A,  including
         any pre-effective or post-effective amendments thereto, prepared by the
         Sponsor, relating to the registration of the Preferred Securities under
         Section 12(b) or 12(g) of the Exchange Act; and

                  (vi) to cause the  Trust to enter  into  such  agreements  and
         arrangements  as may be necessary or desirable in  connection  with the
         sale  of  Preferred  Securities  to the

                                      -14-
<PAGE>

         underwriters  thereof  and the  consummation  thereof,  and to take all
         action  as may  be  necessary  or  desirable  in  connection  with  the
         consummation thereof;

         (c)  to  acquire  the  Notes  with  the  proceeds  of the  sale  of the
Securities; provided, however, that the Regular Trustees shall cause legal title
to the Notes to be held of record in the name of the  Property  Trustee  for the
benefit of the Holders of the Securities;

         (d) to give the Sponsor and the Property  Trustee prompt written notice
of the  occurrence  of a Tax Event;  provided  that the Regular  Trustees  shall
consult with the Sponsor and the Property  Trustee  before  taking or refraining
from taking any action in relation to any such Tax Event;

         (e) to  establish a record date with respect to all actions to be taken
hereunder  that  require a record  date to be  established,  including  and with
respect  to, for the  purposes  of Section  316(c) of the Trust  Indenture  Act,
Distributions,  voting rights,  redemptions and exchanges, and to issue relevant
notices to the  Holders of the  Securities  as to such  actions  and  applicable
record dates;

         (f) to take all actions  and perform  such duties as may be required of
the  Regular  Trustees  pursuant  to the  terms  of  this  Declaration  and  the
Securities;

         (g) to bring or defend, pay, collect, compromise,  arbitrate, resort to
legal  action or  otherwise  adjust  claims or demands  of or against  the Trust
("Legal  Action"),  unless pursuant to Section 3.8(e),  the Property Trustee has
the exclusive power to bring such Legal Action;

         (h) to employ or  otherwise  engage  employees  and agents  (who may be
designated  as officers  with titles) and  managers,  contractors,  advisors and
consultants  to conduct  only those  services  that the  Regular  Trustees  have
authority  to conduct  directly,  and to pay  reasonable  compensation  for such
services,  provided  that any Person so employed  or engaged is a United  States
Person;

         (i) to cause the Trust to comply with the Trust's obligations under the
Trust Indenture Act;

         (j) to give to the Property Trustee the certificate required by Section
314(a)(4) of the Trust  Indenture Act, which  certificate may be executed by any
Regular Trustee;

         (k) to incur expenses that are necessary or incidental to carry out any
of the purposes of the Trust;

         (l) to act as,  or  appoint  another  Person to act as,  registrar  and
transfer  agent  for  the  Securities  or to  appoint  a  Paying  Agent  for the
Securities  as  provided  in  Section  3.8 except for such time as such power to
appoint a Paying Agent is vested in the Property Trustee;

         (m) if  applicable,  to give  prompt  written  notice  to the  Property
Trustee  and to the Holders of any notice  received  from the Note Issuer of its
election to defer  payments of interest on the Notes by  extending  the interest
payment period under the Indenture;

                                      -15-
<PAGE>

         (n) to take all action that may be  necessary  or  appropriate  for the
preservation and continuation of the Trust's valid existence, rights, franchises
and  privileges  as a  statutory  business  trust under the laws of the State of
Delaware and of each other  jurisdiction in which such existence is necessary to
protect the limited  liability of the Holders of the Securities or to enable the
Trust to effect the purposes for which it was created;

         (o) to take any action  not  inconsistent  with  applicable  law,  this
Declaration, the Certificate of Trust or the amended and restated certificate of
incorporation  of the Company,  as in effect from time to time, that the Regular
Trustees  determine in their discretion to be necessary or desirable in carrying
out the purposes  and  functions of the Trust as set forth in Section 3.3 or the
activities of the Trust as set forth in this Section 3.6, including:

                  (i)  causing  the Trust  not to be deemed to be an  Investment
         Company required to be registered under the Investment Company Act;

                  (ii) causing the Trust to be classified as a grantor trust for
         United States federal income tax purposes; and

                  (iii)  cooperating  with the Notes  Issuer to ensure  that the
         Notes will be treated as  indebtedness  of the Notes  Issuer for United
         States federal income tax purposes;

         (p) to take all action  necessary to cause all  applicable  tax returns
and tax  information  reports  that are required to be filed with respect to the
Trust to be duly prepared and filed;

         (q) to prepare,  execute and file a certificate of  cancellation of the
Trust's Certificate of Trust, if at all, pursuant to Section 8.1(b);

         (r) in  connection  with the issuance of the Preferred  Securities,  to
execute, deliver and perform the Depositary Agreement on behalf of the Trust;

         (s) if and to the  extent  that the  Sponsor on behalf of the Trust has
not already done so, to cause the Trust to enter into such other  agreements and
arrangements as may be necessary or desirable in connection with the sale of the
Preferred  Securities to the Underwriters and the consummation  thereof,  and to
take all action,  and exercise all discretion,  as may be necessary or desirable
in connection with the consummation thereof; and

         (t) to execute all  documents  or  instruments,  perform all duties and
powers,  and do all  things  for  and on  behalf  of the  Trust  in all  matters
necessary or incidental to the foregoing.

         The  Regular  Trustees  shall  exercise  the  powers  set forth in this
Section 3.6 in a manner that is  consistent  with the purposes and  functions of
the Trust set out in Section 3.3, and the Regular  Trustees  shall have no power
to, and shall not,  take any action that is  inconsistent  with the purposes and
functions of the Trust set forth in Section 3.3.

         Except as  expressly  set  forth in this  Declaration  and  except if a
meeting of the Regular  Trustees is called with respect to any matter over which
the Regular Trustees have power to act,

                                      -16-
<PAGE>

any power of the Regular  Trustees may be exercised  by, or with the consent of,
any one such Regular Trustee.

         Subject to this Section 3.6,  the Regular  Trustees  shall have none of
the powers or the  authority of the  Property  Trustee set forth in Section 3.8.
Any expenses incurred by the Regular Trustees pursuant to this Section 3.6 shall
be reimbursed by the Notes Issuer.

Section 3.7 Prohibition of Actions by the Trust and the Trustees.

         (a) The Trust  shall not,  and the  Trustees  (including  the  Property
Trustee)  shall  cause the Trust not to,  engage in any  activity  other than as
required or authorized by this Declaration.  In particular,  the Trust shall not
and the Trustees (including the Property Trustee) shall cause the Trust not to:

                  (i) invest any  proceeds  received by the Trust in  connection
         with  its  ownership  of the  Notes,  but  shall  cause  the  Trust  to
         distribute all such proceeds to the Holders of the Securities  pursuant
         to the terms of this Declaration and of the Securities;

                  (ii)  acquire  any  assets  other than as  expressly  provided
         herein;

                  (iii)  possess  property  for any  purpose  other than a Trust
         purpose;

                  (iv) make any loans or incur any indebtedness;

                  (v)  possess  any power or  otherwise  act in such a way as to
         vary the Trust's assets;

                  (vi)  possess any power or  otherwise  act in such a way as to
         vary the terms of the Securities in any way  whatsoever  (except to the
         extent expressly  authorized in this Declaration or by the terms of the
         Securities);

                  (vii) issue any  securities  or other  evidences of beneficial
         ownership  of, or  beneficial  interest  in,  the Trust  other than the
         Securities;

                  (viii)  other than as provided in this  Declaration  or by the
         terms of the  Securities,  (A)  direct  the time,  method  and place of
         exercising any trust or power conferred upon the Indenture Trustee with
         respect to the Notes, (B) waive any past default that is waivable under
         the  Indenture,  (C)  exercise  any  right  to  rescind  or  annul  any
         declaration  that  the  principal  of all the  Notes  shall  be due and
         payable or (D) consent to any amendment, modification or termination of
         the  Indenture or the Notes where such consent is required,  unless the
         Trust has  received  an opinion  of  counsel  to the  effect  that such
         modification  will not cause more than an  insubstantial  risk that the
         Trust  will not be  classified  as a grantor  trust for  United  States
         federal income tax purposes;

                  (ix) take any action inconsistent with the status of the Trust
         as grantor trust for United States federal income tax purposes;

                                      -17-
<PAGE>

                  (x) revoke any action  previously  authorized  or  approved by
         vote of the Holders of the Preferred Securities; or

                  (xi)  after  the  date  hereof,  enter  into any  contract  or
         agreement  (other than any  depositary  agreement or any agreement with
         any securities  exchange or automated  quotation  system) that does not
         expressly  provide that the Holders of Preferred  Securities,  in their
         capacities  as such,  have limited  liability (in  accordance  with the
         provisions  of  the  Business  Trust  Act)  for  the   liabilities  and
         obligations  of  the  Trust,   which  express  provision  shall  be  in
         substantially the following form:

                  The Holders of the Preferred  Securities,  in their capacities
                  as such, shall not be personally liable for any liabilities or
                  obligations  of the Trust arising out of this  Agreement,  and
                  the  parties  hereto  hereby  agree  that the  Holders  of the
                  Preferred  Securities,  in their  capacities as such, shall be
                  entitled to the same limitation of personal liability extended
                  to stockholders of private  corporations  for profit organized
                  under the General Corporation Law of the State of Delaware.

Section 3.8 Powers and Duties of the Property Trustee.

         (a) The legal  title to the Notes  shall be owned by and held of record
in the name of the  Property  Trustee in trust for the  benefit of the Trust and
the Holders of the  Securities.  The right,  title and  interest of the Property
Trustee to the Notes shall vest  automatically in each Person that hereafter may
be appointed as Property  Trustee in accordance with Section 6.6. To the fullest
extent  permitted by law, such vesting and cessation of title shall be effective
whether  or not  conveyancing  documents  with  regard  to the  Notes  have been
executed and delivered.

         (b) The  Property  Trustee  shall not  transfer  its  right,  title and
interest in the Notes to the Regular  Trustees nor to the  Delaware  Trustee (if
the Property Trustee does not also act as Delaware Trustee).

         (c) The Property Trustee shall:

                  (i) establish and maintain the Property Account in the name of
         and under the  exclusive  control of the Property  Trustee on behalf of
         the  Holders of the  Securities  and,  upon the  receipt of payments of
         funds  made in  respect  of the  Notes,  deposit  such  funds  into the
         Property  Account and make  payments  to the Holders of the  Securities
         from the Property  Account in accordance with Section 7.2 (funds in the
         Property  Account to be held  uninvested  until disbursed in accordance
         with this Declaration);

                  (ii)  engage  in  such  ministerial  activities  as  shall  be
         necessary or  appropriate to effect the redemption of the Securities to
         the extent the Notes are redeemed or mature; and

                  (iii) upon  written  direction  by the Sponsor to dissolve the
         Trust, to engage in such  ministerial  activities as shall be necessary
         or appropriate to effect the  distribution  of the Notes to the Holders
         of the Securities in exchange for the Securities.

                                      -18-
<PAGE>

         (d) The Property Trustee shall take all actions and perform such duties
as may be specifically required of the Property Trustee pursuant to the terms of
this Declaration and the Securities.

         (e) The Property Trustee shall take any Legal Action that arises out of
or in  connection  with (i) a Trust  Enforcement  Event  of which a  Responsible
Officer of the  Property  Trustee  has  actual  knowledge  or (ii) the  Property
Trustee's  duties and obligations  under this Declaration or the Trust Indenture
Act;  provided that if a Trust  Enforcement Event has occurred and is continuing
and such  event is  attributable  to the  failure  of the  Notes  Issuer  to pay
interest or  principal  on the Notes on the date such  interest or  principal is
otherwise  payable,  then a Holder  of  Preferred  Securities  may  institute  a
proceeding  directly  against the Notes Issuer to enforce payment to such Holder
of the principal or interest on Notes having an aggregate principal amount equal
to the aggregate  liquidation amount of the Preferred  Securities of such Holder
(a "Direct Action"); provided, further, if the Property Trustee fails to enforce
its rights under the Notes in respect of an Indenture  Event of Default  after a
Holder of  Preferred  Securities  has made a written  request  that the Property
Trustee so enforce its rights,  such Holder of Preferred  Securities may, to the
fullest  extent  permitted  by  applicable  law,  institute  a legal  proceeding
directly  against the Notes Issuer to enforce the rights of the Property Trustee
under the Indenture without first proceeding against the Property Trustee or any
other Person.

         (f) The Property  Trustee  shall  continue to serve as a Trustee  until
either:

                  (i) the Trust has been completely  liquidated and the proceeds
         of  the  liquidation  have  been  distributed  to  the  Holders  of the
         Securities pursuant to the terms of the Securities; or

                  (ii) a Successor  Property  Trustee has been appointed and has
         accepted that appointment in accordance with Section 6.6.

         (g) The Property  Trustee shall have the legal power to exercise all of
the  rights,  powers and  privileges  of a holder of Notes  under the  Indenture
(including,  without  limitation,  the right,  as sole  holder of the Notes,  to
declare the principal of and interest on the Notes,  to be  immediately  due and
payable,  pursuant  to the terms of the  Indenture)  and if a Trust  Enforcement
Event actually known to a Responsible Officer of the Property Trustee occurs and
is continuing, the Property Trustee shall enforce, for the benefit of Holders of
the  Securities,  its rights as holder of the Notes subject to the rights of the
Holders of the Securities pursuant to the terms of the Securities.

         (h) The Property  Trustee may  authorize one or more Persons  (each,  a
"Paying  Agent")  to  pay  Distributions,  redemption  payments  or  liquidation
payments  on behalf of the Trust with  respect to all  Securities,  and any such
Paying Agent shall comply with Section  317(b) of the Trust  Indenture  Act. Any
Paying Agent may be removed by the Property Trustee at any time, and a successor
Paying  Agent or  additional  Paying  Agents may be appointed at any time by the
Property Trustee.

         (i) Subject to this Section 3.8, the Property  Trustee  shall have none
of the duties, liabilities,  powers or the authority of the Regular Trustees set
forth in Section 3.6.

                                      -19-
<PAGE>

         The  Property  Trustee  shall  exercise  the  powers  set forth in this
Section 3.8 in a manner that is  consistent  with the purposes and  functions of
the Trust set out in Section 3.3, and the Property  Trustee  shall have no power
to, and shall not,  take any action that is  inconsistent  with the purposes and
functions of the Trust set out in Section 3.3.

Section 3.9 Certain Duties and Responsibilities of the Property Trustee.

         (a)  The  Property   Trustee,   before  the  occurrence  of  any  Trust
Enforcement Event and after the cure or waiver of all Trust  Enforcement  Events
that may have  occurred,  shall  undertake  to perform  only such  duties as are
specifically set forth in this  Declaration,  and no implied  covenants shall be
read into this Declaration  against the Property Trustee. If a Trust Enforcement
Event has occurred  (that has not been cured or waived  pursuant to Section 2.6)
of which a Responsible Officer of the Property Trustee has actual knowledge, the
Property  Trustee  shall  exercise such of the rights and powers vested in it by
this Declaration and shall use the same degree of care and skill in its exercise
as a prudent person would exercise or use under the circumstances in the conduct
of his or her own affairs.

         (b) No provision of this Declaration  shall be construed to relieve the
Property Trustee from liability for its own negligent action,  its own negligent
failure to act or its own willful misconduct, except that:

                  (i) prior to the occurrence of a Trust  Enforcement  Event and
         after the cure or waiver of all such Trust Enforcement  Events that may
         have occurred:

                           (A) the duties and  obligations of the Property Trust
                  shall be determined  solely by the express  provisions of this
                  Declaration,  and the  Property  Trustee  shall  not be liable
                  except for the  performance of such duties and  obligations as
                  are specifically set forth in this Declaration, and no implied
                  covenants or obligations  shall be read into this  Declaration
                  against the Property Trustee; and

                           (B) in the  absence  of bad  faith on the part of the
                  Property Trustee,  the Property Trustee may conclusively rely,
                  as to the truth of the statements  and the  correctness of the
                  opinions expressed therein,  upon any certificates or opinions
                  furnished  to  the  Property  Trustee  and  conforming  to the
                  requirements of this Declaration;  but in the case of any such
                  certificates  or  opinions  that by any  provision  hereof are
                  specifically required to be furnished to the Property Trustee,
                  the  Property  Trustee  shall be under a duty to examine  such
                  certificates  or  opinions  to  determine  whether or not they
                  conform to the requirements of this Declaration;

                  (ii) the Property Trustee shall not be liable for any error of
         judgment  made in good faith by a  Responsible  Officer of the Property
         Trustee,  unless  it has been  proven  that the  Property  Trustee  was
         negligent in ascertaining the pertinent facts;

                                      -20-
<PAGE>

                  (iii) the Property Trustee shall not be liable with respect to
         any action  taken or omitted to be taken by it without  negligence,  in
         good faith in accordance  with the direction of the Holders of not less
         than a Majority in Liquidation Amount of the Securities relating to the
         time,  method and place of  conducting  any  proceeding  for any remedy
         available to the Property  Trustee,  or  exercising  any trust or power
         conferred upon the Property Trustee under this Declaration;

                  (iv)  no  provision  of this  Declaration  shall  require  the
         Property  Trustee  to expend or risk its own funds or  otherwise  incur
         personal financial liability in the performance of any of its duties or
         in the  exercise of any of its rights or powers,  if it has  reasonable
         grounds for believing  that the repayment of such funds or liability is
         not  reasonably  assured to it under the terms of this  Declaration  or
         indemnity reasonably  satisfactory to the Property Trustee against such
         risk or liability is not reasonably assured to it;

                  (v) the  Property  Trustee's  sole  duty with  respect  to the
         custody,  safe-keeping  and physical  preservation of the Notes and the
         Property  Account  shall be to deal  with  such  property  in a similar
         manner as the Property  Trustee deals with similar property for its own
         account,  subject  to the  protections  and  limitations  on  liability
         afforded to the Property  Trustee under this  Declaration and the Trust
         Indenture Act;

                  (vi) the Property  Trustee shall have no duty or liability for
         or with respect to the value, genuineness,  existence or sufficiency of
         the Notes or the payment of any taxes or assessments  levied thereon or
         in connection therewith;

                  (vii)  the  Property  Trustee  shall  not be  liable  for  any
         interest on any money  received by it except as it otherwise  may agree
         with the Sponsor,  and money held by the  Property  Trustee need not be
         segregated  from  other  funds  held by it  except in  relation  to the
         Property Account maintained by the Property Trustee pursuant to Section
         3.8(c)(i) and except to the extent otherwise required by law; and

                  (viii)  the  Property  Trustee  shall not be  responsible  for
         monitoring the  compliance by the Regular  Trustees or the Sponsor with
         their respective duties under this Declaration,  nor shall the Property
         Trustee be liable for any default or misconduct of the Regular Trustees
         or the Sponsor.

Section 3.10 Certain Rights of Property Trustee.

         (a) Subject to the provisions of Section 3.9:

                  (i) The Property Trustee may  conclusively  rely, and shall be
         fully  protected  in  acting  or  refraining  from  acting,   upon  any
         resolution,   certificate,   statement,  instrument,  opinion,  report,
         notice,  request,  direction,  consent,  order, bond, debenture,  note,
         other evidence of indebtedness  or other paper or document  believed by
         it to be genuine  and to have been  signed,  sent or  presented  by the
         proper party or parties.

                  (ii) Any direction or act of the Sponsor  contemplated by this
         Declaration   shall  be   sufficiently   evidenced   by  an   Officers'
         Certificate.

                                      -21-
<PAGE>

                  (iii) Whenever in the administration of this Declaration,  the
         Property  Trustee  shall deem it  desirable  that a matter be proved or
         established before taking,  suffering or omitting any action hereunder,
         the Property  Trustee  (unless  other  evidence is herein  specifically
         prescribed)  may request,  in the absence of bad faith on its part, and
         conclusively rely upon, an Officers' Certificate which, upon receipt of
         such request, shall be promptly delivered by the Sponsor.

                  (iv) The  Property  Trustee  shall  have no duty to see to any
         recording,  filing or  registration  of any  instrument  (including any
         financing  or  continuation  statement  or  any  filing  under  tax  or
         securities laws) or any re-recording, refiling or registration thereof.

                  (v) The  Property  Trustee  may  consult  with  counsel of its
         choice or other experts,  and the advice or opinion of such counsel and
         experts  with  respect to legal  matters or advice  within the scope of
         such   experts'   area  of   expertise   shall  be  full  and  complete
         authorization  and protection in respect of any action taken,  suffered
         or omitted by it  hereunder in good faith and in  accordance  with such
         advice or opinion. Such counsel may be counsel to the Sponsor or any of
         its  Affiliates  and may include  any of its  employees.  The  Property
         Trustee  shall  have  the  right  at  any  time  to  seek  instructions
         concerning the  administration  of this  Declaration  from any court of
         competent jurisdiction.

                  (vi) The  Property  Trustee  shall be under no  obligation  to
         exercise any of the rights or powers  vested in it by this  Declaration
         at the request or  direction of any Holder of  Securities,  unless such
         Holder of Securities has provided to the Property  Trustee security and
         indemnity, reasonably satisfactory to the Property Trustee, against the
         costs,  expenses  (including  attorneys'  fees  and  expenses  and  the
         expenses of the Property Trustee's agents,  nominees or custodians) and
         liabilities that might be incurred by it in complying with such request
         or direction, including such reasonable advances as may be requested by
         the Property  Trustee;  provided that nothing contained in this Section
         3.10(a)  shall be taken  to  relieve  the  Property  Trustee,  upon the
         occurrence  of an  Indenture  Event of Default,  of its  obligation  to
         exercise the rights and powers vested in it by this Declaration.

                  (vii)  The  Property  Trustee  shall  not be bound to make any
         investigation  into the  facts or  matters  stated  in any  resolution,
         certificate,  statement,  instrument, opinion, report, notice, request,
         direction,  consent,  order, bond,  debenture,  note, other evidence of
         indebtedness or other paper or document,  but the Property Trustee,  in
         its  discretion,  may make such further inquiry or  investigation  into
         such facts or matters as it sees fit.

                  (viii) The  Property  Trustee may execute any of the trusts or
         powers  hereunder or perform any duties hereunder either directly or by
         or through agents, custodians, nominees or attorneys, provided that any
         such action (other than  ministerial  action)  executed or performed by
         such agent or  attorney  is  executed  or  performed  by an agent or an
         attorney that is a United States Person, and the Property Trustee shall
         not be responsible  for any misconduct or negligence on the part of any
         agent or attorney appointed with due care by it hereunder.

                                      -22-
<PAGE>

                  (ix) Any action  taken by the  Property  Trustee or its agents
         hereunder shall bind the Trust and the Holders of the  Securities,  and
         the  signature  of the  Property  Trustee or its agents  alone shall be
         sufficient and effective to perform any such action, and no third party
         shall be  required  to  inquire  as to the  authority  of the  Property
         Trustee  to so act or as to its  compliance  with any of the  terms and
         provisions  of this  Declaration,  both of  which  shall  be  evidenced
         conclusively  by the  Property  Trustee's  or its  agent's  taking such
         action.

                  (x) Whenever in the  administration  of this  Declaration  the
         Property Trustee shall deem it desirable to receive  instructions  with
         respect to  enforcing  any  remedy or right or taking any other  action
         hereunder,  the Property Trustee (A) may request  instructions from the
         Holders of the Securities,  which instructions may only be given by the
         Holders of the same proportion in liquidation  amount of the Securities
         as  would be  entitled  to  direct  the  Property  Trustee  under  this
         Declaration in respect of such remedy, right or action, (B) may refrain
         from  enforcing  such remedy or right or taking such other action until
         such   instructions   are  received  and  (C)  shall  be  protected  in
         conclusively relying on or acting in accordance with such instructions.

                  (xi)   Except  as   otherwise   expressly   provided  by  this
         Declaration,  the Property Trustee shall not be under any obligation to
         take any action  that is  discretionary  under the  provisions  of this
         Declaration.

                  (xii) The Property  Trustee shall not be liable for any action
         taken,  suffered  or omitted to be taken by it without  negligence,  in
         good faith and reasonably believed by it to be authorized or within the
         discretion, rights or powers conferred upon it by this Declaration.

                  (xiii) The rights,  privileges,  protections,  immunities  and
         benefits given to the Property Trustee, including,  without limitation,
         its right to be indemnified,  are extended to, and shall be enforceable
         by, the Property  Trustee in each of its capacities  hereunder,  and to
         each agent, custodian and other Person employed to act hereunder.

                  (xiv)  The  Property  Trustee  may  request  that the  Sponsor
         deliver an Officers' Certificate setting forth the names of individuals
         and/or  titles of officers  authorized  at such time to take  specified
         actions pursuant to this Declaration,  which Officers'  Certificate may
         be signed by any person  authorized  to sign an Officers'  Certificate,
         including any person specified as so authorized in any such certificate
         previously delivered and not superseded.

         (b) No provision of this Declaration shall be deemed to impose any duty
or obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it  shall  be  illegal,  or in  which  the  Property  Trustee  shall be
unqualified  or incompetent in accordance  with  applicable  law, to perform any
such act or acts, or to exercise any such right,  power, duty or obligation.  No
permissive  power  or  authority  available  to the  Property  Trustee  shall be
construed to be a duty.

Section  3.11  Delaware  Trustee.  Notwithstanding  any other  provision of this
Declaration  other than Section 6.2, the Delaware  Trustee shall not be entitled
to exercise any powers of, nor shall the Delaware Trustee have any of the duties
and  responsibilities of, the Regular Trustees or the Property Trustee described
in this  Declaration.  Except as set forth in Section 6.2, the Delaware  Trustee
shall  be a  Trustee  for  the  sole  and  limited  purpose  of  fulfilling  the
requirements  of Section  3807 of the  Business  Trust Act and shall be a United
States Person.

Section 3.12 Execution of Documents.  Except as otherwise required by applicable
law,  any Regular  Trustee is  authorized  to execute on behalf of the Trust any
documents  that the Regular  Trustees  have the power and  authority  to execute
pursuant to Section 3.6.

Section  3.13 Not  Responsible  for  Recitals  or Issuance  of  Securities.  The
recitals  contained in this Declaration and the Securities shall be taken as the
statements of the Sponsor,

                                      -23-
<PAGE>

and the Trustees do not assume any  responsibility  for their  correctness.  The
Trustees make no representations as to the value or condition of the property of
the Trust or any part thereof.  The Trustees make no  representations  as to the
validity or sufficiency of this  Declaration,  the Securities,  the Notes or the
Indenture.

Section 3.14 Duration of Trust.  The Trust shall exist until dissolved  pursuant
to the provisions of Article 8 hereof.

Section 3.15 Mergers.

         (a) The Trust may not  consolidate  with,  amalgamate  or merge with or
into,  be replaced by or convey,  transfer  or lease its  properties  and assets
substantially  as an  entirety  to any Person,  except as  described  in Section
3.15(b) and (c).

         (b) At the  request of the  Sponsor and with the consent of the Regular
Trustees or, if there are more than two, a majority of the Regular  Trustees and
without the consent of the Holders of the  Preferred  Securities,  the  Delaware
Trustee or the Property Trustee,  the Trust may consolidate with,  amalgamate or
merge with or into, be replaced by or convey,  transfer or lease its  properties
substantially  as an entirety to a trust organized as such under the laws of any
state; provided that:

                  (i) if the Trust is not the successor  entity,  such successor
         entity (the "Successor Entity") either:

                           (A) expressly  assumes all of the  obligations of the
                  Trust with respect to the Securities; or

                           (B) substitutes for the Securities  other  securities
                  having  substantially  the same terms as the  Securities  (the
                  "Successor Securities"),  so long as such Successor Securities
                  rank the same as the Securities with respect to  Distributions
                  and payments upon liquidation, redemption and otherwise;

                  (ii) the Notes  Issuer  expressly  appoints  a trustee of such
         Successor  Entity  that  possesses  the same  powers  and duties as the
         Property Trustee as the holder of the Notes;

                  (iii) the Preferred Securities or any Successor Securities are
         or, upon  notification  of  issuance  will be,  listed on any  national
         securities  exchange  or with  any  other  organization  on  which  the
         Preferred Securities are then listed or quoted;

                  (iv) such consolidation,  amalgamation,  merger,  replacement,
         conveyance,  transfer or lease does not cause the Preferred  Securities
         (including any Successor Securities) to be downgraded by any nationally
         recognized statistical rating organization;

                  (v) such  consolidation,  amalgamation,  merger,  replacement,
         conveyance,  transfer  or lease does not  adversely  affect the rights,
         preferences  and privileges of the

                                      -24-
<PAGE>

         Holders  of  the   Preferred   Securities   (including   any  Successor
         Securities)  in any  material  respect  other than with  respect to any
         dilution of the Holders' interest in the new entity;

                  (vi)  such  Successor  Entity  has  a  purpose   substantially
         identical to that of the Trust;

                  (vii)  prior  to  such  consolidation,  amalgamation,  merger,
         replacement, conveyance, transfer or lease, the Sponsor has received an
         opinion  of  nationally  recognized  independent  counsel  to the Trust
         experienced in such matters to the effect that:

                           (A)   such   consolidation,   amalgamation,   merger,
                  replacement,  conveyance, transfer or lease does not adversely
                  affect the rights,  preferences  and privileges of the Holders
                  of the Securities  (including any Successor Securities) in any
                  material  respect  other than with  respect to any dilution of
                  the Holders' interest in the new entity;

                           (B)  following  such   consolidation,   amalgamation,
                  merger,  replacement,  conveyance,  transfer or lease, neither
                  the  Trust  nor such  Successor  Entity  will be  required  to
                  register as an Investment Company under the Investment Company
                  Act; and

                           (C)  following  such   consolidation,   amalgamation,
                  merger, replacement,  conveyance, transfer or lease, the Trust
                  (or such Successor Entity) will continue to be classified as a
                  grantor trust for United States federal income tax purposes;

                  (viii) the Sponsor or any permitted successor or assignee owns
         all of the common  securities of such  Successor  Entity and guarantees
         the   obligations  of  such   Successor   Entity  under  the  Successor
         Securities, at least to the extent provided by the Guarantee; and

                  (ix)  such  Successor  Entity  expressly  assumes  all  of the
         obligations of the Trust.

         (c) Notwithstanding  Section 3.15(b),  the Trust shall not, except with
the  consent  of  Holders  of  100%  in  aggregate  liquidation  amount  of  the
Securities,  consolidate with,  amalgamate or merge with or into, be replaced by
or convey,  transfer  or lease its  properties  and assets  substantially  as an
entirety to, any other entity or permit any other  entity to  consolidate  with,
amalgamate,   merge  with  or  into,  or  replace  it,  if  such  consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Trust or any Successor Entity to be classified as other than a grantor trust for
United  States  federal  income  tax  purposes  or would  cause  any  Holder  of
Securities  not to be  treated  as  owning  an  undivided  beneficial  ownership
interest in the Notes.

Section 3.16 Property  Trustee May File Proofs of Claim. In case of the pendency
of  any  receivership,   insolvency,  liquidation,  bankruptcy,  reorganization,
arrangement,  adjustment,

                                      -25-
<PAGE>

composition or other similar  judicial  proceeding  relative to the Trust or any
other obligor upon the  Securities or the property of the Trust or of such other
obligor or their creditors,  the Property  Trustee  (irrespective of whether any
Distributions on the Securities are then due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Property Trustee has
made any  demand  on the Trust for the  payment  of any past due  Distributions)
shall be entitled  and  empowered,  to the fullest  extent  permitted by law, by
intervention in such proceeding or otherwise:

         (a) to file and prove a claim for the whole amount of any Distributions
owing and  unpaid in  respect  of the  Securities  (or,  if the  Securities  are
original issue discount  securities,  such portion of the liquidation  amount as
may be specified in the terms of such  securities) and to file such other papers
or documents as may be necessary or advisable in order to have the claims of the
Property Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee,  its agents and counsel) and
of the Holders of the Securities allowed in such judicial proceeding; and

         (b) to collect  and  receive  any moneys or other  property  payable or
deliverable  on any such claims and to distribute  the same;  and any custodian,
receiver, assignee, trustee, liquidator,  sequestrator or other similar official
in any  such  judicial  proceeding  is  hereby  authorized  by  each  Holder  of
Securities to make such  payments to the Property  Trustee and, in the event the
Property  Trustee  consents  to the  making  of such  payments  directly  to the
Holders,  to pay to the  Property  Trustee any amount due it for the  reasonable
compensation,  expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

         Nothing  herein  contained  shall be deemed to  authorize  the Property
Trustee to authorize  or consent to or accept or adopt,  on behalf of any Holder
of  Securities,   any  plan  of  reorganization,   arrangement,   adjustment  or
compensation  affecting the Securities or the rights of any Holder thereof or to
authorize the Property  Trustee to vote in respect of the claim of any Holder of
Securities in any such proceeding.

                                   ARTICLE 4

                                  THE SPONSOR

Section 4.1  Responsibilities  of the Sponsor.  In connection  with the sale and
issuance of the Preferred  Securities,  the Sponsor is hereby appointed an agent
of the Trust  pursuant to Section  3806(b)(7)  of the Business  Trust Act and in
such capacity shall have the exclusive right and responsibility to engage in the
following activities:

         (a) to prepare, execute and file with the Commission,  on behalf of the
Trust,  a  registration  statement  on Form  S-3 in  relation  to the  Preferred
Securities,  including any  amendments or supplements  thereto,  and to take any
other action relating to the registration  and sale of the Preferred  Securities
under federal and state securities laws;

         (b) if necessary,  to determine the states in which to take appropriate
action to qualify or register for sale all or part of the  Preferred  Securities
and to do any and all such acts,

                                      -26-
<PAGE>

other  than  actions  that must be taken by the  Trust,  and advise the Trust of
actions it must take; to prepare,  execute and file, on behalf of the Trust, any
documents it deems necessary or advisable in order to comply with the applicable
laws of any such  states;  and to prepare,  execute  and file,  on behalf of the
Trust,  any such documents or take any acts  determined by it to be necessary in
order to qualify or  register  all or part of the  Preferred  Securities  in any
state  in  which  it has  determined  to  qualify  or  register  such  Preferred
Securities for sale;

         (c) if necessary, to prepare,  execute and file on behalf of the Trust,
an application  to the New York Stock Exchange or any other national  securities
exchange or the Nasdaq  National  Market for listing  upon notice of issuance of
any Preferred Securities;

         (d) if necessary, to prepare, execute and file with the Commission,  on
behalf of the  Trust,  a  registration  statement  on Form 8-A  relating  to the
registration  of the  Preferred  Securities  under Section 12(b) of the Exchange
Act, including any amendments thereto;

         (e) to  negotiate  the  terms  of,  and  execute  and  enter  into,  an
Underwriting Agreement providing for the sale of the Preferred Securities; and

         (f) to execute and deliver letters,  documents or instruments on behalf
of the Trust with any Clearing Agency.

Section 4.2 Indemnification and Expenses of the Trustees.  To the fullest extent
permitted by law, the Notes Issuer agrees to indemnify the Regular Trustees, the
Property Trustee and the Delaware Trustee for, and to hold each of them harmless
against, any loss, liability or expense incurred without negligence or bad faith
on the part of the  Regular  Trustees,  the  Property  Trustee  or the  Delaware
Trustee, as the case may be, arising out of or in connection with the acceptance
or  administration  of the Trust hereunder,  including the costs and expenses of
defending such Trustee or the Trust against any claim or liability in connection
with the exercise or  performance  of any of their  respective  powers or duties
hereunder.  The provisions of this Section 4.2 shall survive the  resignation or
removal of the Regular  Trustees,  the Delaware  Trustee or the Property Trustee
and the termination of this Declaration.

Section 4.3 Guarantee of Payment of Trust Obligations.

         (a)  Subject  to the terms and  conditions  of this  Section  4.3,  the
Sponsor hereby irrevocably and unconditionally guarantees to each Person to whom
the Trust is now or hereafter  becomes indebted or liable (the  "Beneficiaries")
the full payment, when and as due, of any and all costs, expenses or liabilities
of the Trust (other than obligations of the Trust to make payments to Holders of
the  Securities   pursuant  to  the  terms  thereof)   ("Obligations")  to  such
Beneficiaries.

         (b) The  agreement  of the Sponsor in Section  4.3(a) is intended to be
for the benefit of, and to be enforceable by, all such Beneficiaries, whether or
not such Beneficiaries have received notice hereof.

         (c) The  agreement  of the  Sponsor set forth in Section  4.3(a)  shall
terminate  and be of no further  force and effect upon the later of (a) the date
on which full payment has been made of all amounts payable to all Holders of all
the Preferred  Securities  (whether upon

                                      -27-
<PAGE>

redemption,  liquidation, exchange or otherwise) and (b) the date on which there
are no Beneficiaries  remaining;  provided,  however,  that such agreement shall
continue to be effective or shall be  reinstated,  as the case may be, if at any
time any Holder of Preferred Securities or any of the Beneficiaries must restore
payment of any sums paid under the Preferred  Securities,  under any Obligation,
under the Guarantee or under this  Declaration for any reason  whatsoever.  Such
agreement is continuing, irrevocable, unconditional and absolute.

                                   ARTICLE 5

                       THE HOLDER OF THE COMMON SECURITIES

Section 5.1 Notes Issuer's  Acquisition of the Common  Securities.  On the First
Delivery  Date,  the Notes  Issuer  shall  acquire all of the Common  Securities
issued by the Trust, in an aggregate  liquidation amount equal to at least three
percent  of the  total  capital  of the  Trust,  at such  time as the  Preferred
Securities  are sold and issued.  If any  additional  Preferred  Securities  are
issued  pursuant to the exercise of any  Over-allotment  Option,  then the Notes
Issuer shall  purchase,  on the Second  Delivery  Date,  an amount of additional
Common  Securities  such that the  aggregate  liquidation  amount of the  Common
Securities  held by the Notes Issuer,  upon such  purchase,  will equal at least
three percent of the total capital of the Trust.

         The  aggregate  stated  liquidation  amount  of the  Common  Securities
outstanding  at any time  shall  not be less  than  three  percent  of the total
capital of the Trust.

Section  5.2  Covenants  of the  Notes  Issuer.  For so  long  as the  Preferred
Securities remain outstanding, the Notes Issuer shall covenant:

                  (i) to maintain, directly or indirectly, 100% ownership of the
         Common Securities;

                  (ii) to  cause  the  Trust  to  remain  a  Delaware  statutory
         business trust and not to voluntarily  dissolve,  wind up, liquidate or
         be terminated, except as permitted by this Declaration;

                  (iii) to use its  commercially  reasonable  efforts  to ensure
         that  the  Trust  will  not be an  Investment  Company  required  to be
         registered under the Investment Company Act; and

                  (iv) not to take any action that would be reasonably likely to
         cause the Trust to be classified as an association or a publicly traded
         partnership  taxable as a corporation  for United States federal income
         tax purposes.

Section  5.3  Holder  of the  Common  Securities.  Each  Holder  of  the  Common
Securities  shall at all times  hold the  Common  Securities  in its  individual
capacity  on its own behalf and shall not,  in its  capacity  as a Holder of the
Common  Securities,  be under (or subject to) the  control or  direction  of any
Foreign Person  (pursuant to a contractual  arrangement or otherwise) other than
by virtue of such Foreign Person's direct or indirect stock  ownership,  if any,
of the Holder of Common Securities. Notwithstanding anything in this Declaration
to the contrary,  each Holder of the Common  Securities  shall at all times be a
United States  Person and shall be

                                      -28-
<PAGE>

authorized to give any direction hereunder with respect to the Trust as shall be
necessary  for the Trust not to be  considered a foreign trust for United States
Federal income tax purposes.

                                   ARTICLE 6

                                  THE TRUSTEES

Section  6.1 Number of  Trustees.  The  number of  Trustees  initially  shall be
[three], and:

         (a) at any time before the issuance of any Securities,  the Sponsor may
increase or decrease the number of Trustees by written instrument; and

         (b) after the issuance of any Securities, the number of Trustees may be
increased  or  decreased  by vote of the  Holders of a Majority  in  Liquidation
Amount of the  Common  Securities  at a meeting  of the  Holders  of the  Common
Securities or by written  consent  without prior notice in lieu of such meeting;
provided  that the number of Trustees  shall be at least  three;  and  provided,
further,  that: (i) the Delaware Trustee, in the case of a natural person, shall
be a person  who is a  resident  of the State of  Delaware  or, if not a natural
person, shall be an entity that has its principal place of business in the State
of Delaware and otherwise  meets the  requirements  of  applicable  law; (ii) at
least a majority of the Regular  Trustees  shall be employees or officers of, or
are Affiliates of, the Sponsor; (iii) one Trustee shall be the Property Trustee,
which,  for so long as this  Declaration  is required to qualify as an indenture
under the Trust  Indenture Act, shall meet the  requirements  of applicable law,
provided  that such  Property  Trustee also may serve as Delaware  Trustee if it
meets the  applicable  requirements;  (iv) each Trustee shall be a United States
Person; and (v) each Trustee, or any delegee of any Trustee,  shall at all times
act as Trustee in its individual capacity on its own behalf and will not, at any
time,  in its  capacity  as  Trustee,  be under (or  subject  to) the control or
direction  of any Foreign  Person  (pursuant  to a  contractual  arrangement  or
otherwise).

Section 6.2 Delaware  Trustee;  Eligibility.  If required by the Business  Trust
Act, one Trustee (which may be the Property  Trustee) (the  "Delaware  Trustee")
shall be:

         (a) a natural person who is a resident of the State of Delaware; or

         (b) if not a natural person,  an entity that has its principal place of
business  in the State of  Delaware  and  otherwise  meets the  requirements  of
applicable law, provided that if the Property Trustee has its principal place of
business  in the State of  Delaware  and  otherwise  meets the  requirements  of
applicable law, then the Property Trustee also shall be the Delaware Trustee and
Section 3.11 shall have no application.

Section 6.3 Property Trustee; Eligibility.

         (a) There shall be at all times one Trustee  (which may be the Delaware
Trustee) that shall act as Property Trustee. Such Property Trustee shall:

                  (i) not be an Affiliate of the Sponsor; and

                                      -29-
<PAGE>

                  (ii) be a corporation that is a United States Person organized
         and doing  business  under the laws of the United  States of America or
         any state or territory  thereof or of the  District of  Columbia,  or a
         corporation or other Person that is a United States Person permitted by
         the  Commission  to act as an  institutional  trustee  under  the Trust
         Indenture Act,  authorized under such laws to exercise  corporate trust
         powers, having a combined capital and surplus of at least fifty million
         U.S. dollars ($50,000,000) and subject to supervision or examination by
         federal, state,  territorial or District of Columbia authority. If such
         corporation publishes reports of condition at least annually,  pursuant
         to law or to the requirements of the supervising or examining authority
         referred to above, then for the purpose of this Section 6.3(a)(ii), the
         combined capital and surplus of such corporation  shall be deemed to be
         its combined capital and surplus as set forth in its most recent report
         of condition so published.

                  (iii) if the  Trust is  excluded  from  the  definition  of an
         Investment  Company solely by means of Rule 3a-7 and to the extent Rule
         3a-7 requires a trustee having certain  qualifications to hold title to
         the "eligible  assets" of the Trust, the Property Trustee shall possess
         those qualifications.

         (b) If at any time the Property  Trustee  shall cease to be eligible to
so act under Section 6.3(a),  the Property Trustee  immediately  shall resign in
the manner and with the effect set forth in Section 6.6(c).

         (c) If the  Property  Trustee  has or shall  acquire  any  "conflicting
interest"  within the meaning of Section 310(b) of the Trust  Indenture Act, the
Property  Trustee  and the Holders of the Common  Securities  (as if it were the
obligor  referred to in Section 310(b) of the Trust  Indenture Act) shall comply
in all respects  with the  provisions of Section  310(b) of the Trust  Indenture
Act.

         (d) The Guarantee shall be deemed to be specifically  described in this
Declaration for purposes of clause (i) of the first proviso contained in Section
310(b) of the Trust Indenture Act.

Section 6.4  Qualifications  of the Regular  Trustees  Generally.  Each  Regular
Trustee  shall be either a natural  person  who is at least 21 years of age or a
legal entity that shall act through one or more Authorized Officers.

Section 6.5 Initial Trustees.

         (a) The initial Regular Trustees shall be [John P.  Lawrence][,  and ],
the business  address of all of whom is in care of Iron  Mountain  Incorporated,
745 Atlantic Avenue, Boston, Massachusetts 02111.

         (b) The initial Property Trustee shall be:

                           The Bank of New York
                           [                       ]
                           [                       ]
                           Attention:  [                ].


                                      -30-
<PAGE>


         (c) The initial Delaware Trustee shall be:

                           The Bank of New York (Delaware)
                           [                       ]
                           [                       ]
                           Attention:  [                ].

Section 6.6 Appointment, Removal and Resignation of the Trustees.

         (a)  Subject  to  Sections  6.6(b)  and  7.5(k),  the  Trustees  may be
appointed or removed without cause at any time:

                  (i)  until  the  issuance  of  any   Securities,   by  written
         instrument executed by the Sponsor; and

                  (ii) after the  issuance of any  Securities,  by a vote of the
         Holders of a Majority in Liquidation Amount of the Common Securities at
         a meeting of the Holders of the Common Securities or by written consent
         without prior notice in lieu of such meeting.

         (b) The  Property  Trustee  shall not be  removed  in  accordance  with
Section  6.6(a) or Section  7.5(k)  until a  successor  Trustee  possessing  the
qualifications  to act as Property  Trustee under  Section  6.3(a) (a "Successor
Property  Trustee")  has been  appointed and has accepted  such  appointment  by
written instrument  executed by such Successor Property Trustee and delivered to
the Regular Trustees and the Sponsor.  The Delaware Trustee shall not be removed
in accordance  with Section 6.6(a) or Section  7.5(k) until a successor  Trustee
possessing the  qualifications to act as Delaware Trustee under Sections 6.2 and
6.4 (a "Successor  Delaware  Trustee") has been  appointed and has accepted such
appointment by written  instrument  executed by such Successor  Delaware Trustee
and delivered to the Regular Trustees and the Sponsor.

         (c) A Trustee  appointed  to office shall hold office until a successor
has been appointed,  until death or dissolution or until removal or resignation.
Any  Trustee  may  resign  from  office  (without  need for prior or  subsequent
accounting) by written instrument  executed by such Trustee and delivered to the
Sponsor and the other Trustees,  which  resignation  shall take effect upon such
delivery or upon such later date as is specified therein; provided that:

                  (i) no such  resignation  of the  Property  Trustee  shall  be
         effective:

                           (A)      until a Successor  Property Trustee has been
                                    appointed and has accepted such  appointment
                                    by  written  instrument   executed  by  such
                                    Successor  Property Trustee and delivered to
                                    the  Regular  Trustees,  the Sponsor and the
                                    resigning Property Trustee; or

                           (B)      until  the  assets  of the  Trust  have been
                                    completely   liquidated   and  the  proceeds
                                    thereof  distributed  to the  Holders of the
                                    Securities; and

                                      -31-
<PAGE>

                  (ii) no such  resignation  of the  Delaware  Trustee  shall be
         effective until a Successor Delaware Trustee has been appointed and has
         accepted  such  appointment  by  written  instrument  executed  by such
         Successor  Delaware Trustee and delivered to the Regular Trustees,  the
         Sponsor and the resigning Delaware Trustee.

         (d) The Holders of the Common  Securities  shall use their best efforts
to promptly appoint a Successor  Property Trustee or Successor Delaware Trustee,
as the case may be, if the Property  Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with this Section 6.6.

         (e) If no Successor Property Trustee or Successor Delaware Trustee,  as
the case may be, has been appointed and accepted appointment as provided in this
Section 6.6 within 60 days after  delivery of an  instrument of  resignation  or
removal,  the  resigning or removed  Property  Trustee or Delaware  Trustee,  as
applicable,  may petition any court of competent  jurisdiction at the expense of
the  Sponsor  for  appointment  of a  Successor  Property  Trustee or  Successor
Delaware  Trustee,  as applicable.  Such court may thereupon,  after prescribing
such notice, if any, as it may deem proper, appoint a Successor Property Trustee
or Successor Delaware Trustee, as the case may be.

         (f) No  Property  Trustee or Delaware  Trustee  shall be liable for the
acts or omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

Section 6.7 Vacancies among Trustees. If a Trustee ceases to hold office for any
reason and the number of Trustees is not reduced  pursuant to Section 6.1, or if
the number of Trustees is  increased  pursuant to Section  6.1, a vacancy  shall
occur.  A  resolution  certifying  the  existence of such vacancy by the Regular
Trustees,  or, if there are more than two, a majority of the  Regular  Trustees,
shall be conclusive evidence of the existence of such vacancy. The vacancy shall
be filled with a Trustee appointed in accordance with Section 6.6.

Section 6.8 Effect of Vacancies. The death,  resignation,  retirement,  removal,
bankruptcy, dissolution,  liquidation, incompetence or incapacity to perform the
duties of a Trustee shall not operate to annul,  dissolve or terminate the Trust
nor to terminate this  Declaration.  Whenever a vacancy in the number of Regular
Trustees  shall  occur  until  such  vacancy is filled by the  appointment  of a
Regular Trustee in accordance with Section 6.6, the Regular  Trustees in office,
regardless  of their  number,  shall have all the powers  granted to the Regular
Trustees and shall discharge all the duties imposed upon the Regular Trustees by
this Declaration.

Section 6.9 Meetings. If there is more than one Regular Trustee, meetings of the
Regular  Trustees  shall be held from time to time upon the call of any  Regular
Trustee.  Regular  meetings  of the Regular  Trustees  may be held at a time and
place fixed by  resolution  of the  Regular  Trustees.  Notice of any  in-person
meetings of the Regular Trustees shall be hand delivered or otherwise  delivered
in writing  (including by facsimile,  with a hard copy by overnight courier) not
less than 48 hours before such meeting. Notice of any telephonic meetings of the
Regular  Trustees  shall be hand  delivered  or  otherwise  delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than 24
hours before a meeting.

                                      -32-
<PAGE>

Notices  shall  contain a brief  statement  of the time,  place and  anticipated
purposes of the meeting.  The presence  (whether in person or by telephone) of a
Regular Trustee at a meeting shall constitute a waiver of notice of such meeting
except  where a Regular  Trustee  attends a meeting for the  express  purpose of
objecting to the  transaction of any activity on the ground that the meeting has
not  been  lawfully  called  or  convened.  Unless  provided  otherwise  in this
Declaration,  any action of the  Regular  Trustees  may be taken at a meeting by
vote of a majority  of the  Regular  Trustees  present  (whether in person or by
telephone)  and eligible to vote with respect to such matter,  provided a Quorum
is  present,  or without a meeting  and without  prior  notice by the  unanimous
written consent of the Regular Trustees.  In the event there is only one Regular
Trustee,  any and all action of such  Regular  Trustee  shall be  evidenced by a
written consent of such Regular Trustee.

Section 6.10 Delegation of Power by the Regular Trustees.

         (a) Except as otherwise required by applicable law, any Regular Trustee
may  delegate  to any other  natural  person over the age of 21 that is a United
States Person,  by power of attorney  consistent with applicable law, his or her
power for the purposes of signing any documents  that the Regular  Trustees have
power and authority to cause the Trust to execute pursuant to Section 3.6.

         (b) The Regular  Trustees shall have the power to delegate from time to
time to such of their number or to officers of the Trust or any other Person the
doing of such things and the execution of such instruments either in the name of
the Trust or the names of the  Regular  Trustees  or  otherwise  as the  Regular
Trustees may deem expedient,  to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein.

Section 6.11 Merger,  Consolidation,  Conversion or Succession to Business.  Any
entity into which the  Property  Trustee,  the  Delaware  Trustee or any Regular
Trustee  that is not a natural  person may be merged or  converted or with which
such  Trustee  may be  consolidated,  or any entity  resulting  from any merger,
conversion  or  consolidation  to which such  Trustee is a party,  or any entity
succeeding  to all or  substantially  all the corporate  trust  business of such
Trustee, shall be the successor of such Trustee hereunder, without the execution
or  filing  of any paper or any  further  act on the part of any of the  parties
hereto, provided that such entity otherwise is qualified and eligible under this
Article.

                                   ARTICLE 7

                            TERMS OF THE SECURITIES

Section 7.1 General Provisions Regarding the Securities.

         (a) The Regular Trustees shall issue, on behalf of the Trust, one class
of preferred securities representing undivided beneficial ownership interests in
the assets of the Trust  (the  "Preferred  Securities")  and one class of common
securities  representing  undivided beneficial ownership interests in the assets
of the Trust (the "Common Securities"). The Trust shall not issue any securities
other than the Preferred Securities and the Common Securities.

                                      -33-
<PAGE>


                  (i)  Preferred  Securities.  There  shall be [ ] million ([ ])
         Preferred   Securities   and  they  shall  have  an  aggregate   stated
         liquidation amount with respect to the assets of the Trust of [ dollars
         ($ )]  (subject  to  increase  to not more than [ dollars  ($ )] in the
         event  of the  exercise  of any  Over-allotment  Option)  and a  stated
         liquidation  amount with respect to the assets of the Trust of $[ ] per
         Preferred Security.  The Preferred Securities are hereby designated for
         identification purposes only as the Preferred Securities. The Preferred
         Security  Certificates  shall be substantially in the form of Exhibit A
         hereto,  with such changes and additions thereto or deletions therefrom
         as may be required by ordinary usage,  custom or practice or to conform
         to the rules of any  exchange  on which the  Preferred  Securities  are
         listed.

                  (ii)  Common  Securities.  There  shall be [ ]  million  ([ ])
         Common Securities and they shall have an aggregate  liquidation  amount
         with  respect to the assets of the Trust of [ dollars ($ )] (subject to
         increase to not more than [ dollars ($ )] in the event of the  exercise
         of any Over-allotment  Option) and a liquidation amount with respect to
         the  assets  of the  Trust  of $[ ] per  Common  Security.  The  Common
         Securities are hereby  designated for  identification  purposes only as
         the  Common  Securities.  The  Common  Security  Certificates  shall be
         substantially  in the form of Exhibit B hereto,  with such  changes and
         additions thereto or deletions therefrom as may be required by ordinary
         usage, custom or practice.

         (b)  Payment of  Distributions  on, and any  payment of the  Redemption
Price upon a redemption of, the Preferred  Securities and the Common Securities,
as applicable,  shall be made Pro Rata based on the  liquidation  amount of such
Preferred  Securities  and Common  Securities;  provided that if, on any date on
which  payment  of a  Distribution  or the  Redemption  Price is to be made,  an
Indenture  Event of Default has occurred and is  continuing,  then such payments
shall  not be made on any of the  Common  Securities,  and no other  payment  on
account of the  redemption,  liquidation  or other  acquisition  of such  Common
Securities  shall be made,  until all accumulated and unpaid  Distributions,  or
payments of the Redemption  Price, as the case may be, on all of the outstanding
Preferred  Securities for which  Distributions  are to be paid or that have been
called for  redemption,  as the case may be, are fully paid. All funds available
to the Property Trustee shall first be applied to the payment in full in cash of
all Distributions on, or the Redemption Price of, the Preferred  Securities then
due and payable.

         (c) The  consideration  received  by the Trust for the  issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

         (d) Upon issuance of the  Securities  as provided in this  Declaration,
the Securities so issued shall be validly issued,  fully paid and non-assessable
undivided beneficial ownership interests in the assets of the Trust.

         (e) Every Person,  by virtue of having become a Holder of Securities or
a Beneficial Owner of Preferred  Securities in accordance with the terms of this
Declaration,  shall

                                      -34-
<PAGE>

be deemed to have  expressly  assented  and agreed to the terms of, and shall be
bound by, this Declaration, the Guarantee, the Indenture, and the Notes.

         (f) The  Holders of the  Securities  shall not have any  preemptive  or
similar rights.

         (g) The  Certificates  shall be  signed  on  behalf  of the  Trust by a
Regular  Trustee.  Such signature shall be the manual or facsimile  signature of
any Regular Trustee. If a Regular Trustee of the Trust who has signed any of the
Certificates ceases to be a Regular Trustee before such signed Certificates have
been delivered by the Trust, such Certificates  nevertheless may be delivered as
though the Person who signed  such  Certificates  had not ceased to be a Regular
Trustee.  Any  Certificate  may be signed on behalf of the Trust by such Persons
who, at the actual date of execution of such  Certificate,  shall be the Regular
Trustees of the Trust,  although at the date of the  execution  and  delivery of
this  Declaration any such Person was not such a Regular  Trustee.  Certificates
shall be  printed,  lithographed  or  engraved  or may be  produced in any other
manner as is  reasonably  acceptable  to the Regular  Trustees,  as evidenced by
their execution  thereof,  and may have such letters,  numbers or other marks of
identification  or designation  and such legends or  endorsements as the Regular
Trustees may deem  appropriate,  or as may be required to comply with any law or
with any rule or regulation of any stock exchange on which the Securities may be
listed, or to conform to usage.

         A Preferred Security Certificate shall not be valid until authenticated
by the manual signature of an authorized signatory of the Property Trustee. Such
signature shall be conclusive evidence that such Preferred Security  Certificate
has been authenticated under this Declaration.

         Upon a written  order of the Trust signed by one Regular  Trustee,  the
Property  Trustee shall  authenticate  the Preferred  Security  Certificates for
original issue.

         The Property Trustee may appoint an authenticating  agent acceptable to
the Trust,  as  determined  by the Regular  Trustees on behalf of the Trust,  to
authenticate Certificates. An authenticating agent may authenticate Certificates
whenever the Property  Trustee may do so. Each reference in this  Declaration to
authentication  by the Property  Trustee  shall include  authentication  by such
agent.  An  authenticating  agent  shall  have the same  rights as the  Property
Trustee to deal with the Sponsor or an Affiliate of the Sponsor.

         (h)  The  Preferred  Security  Certificates,   upon  original  issuance
(including Preferred Securities,  if any, issued pursuant to the exercise of any
Over-allotment  Option), shall be issued as Global Securities in the form of one
or more fully registered global Preferred Security  Certificates (each a "Global
Certificate"),  to be delivered to The  Depository  Trust  Company,  the initial
Depositary,  by or on behalf of the Trust.  Such Global  Certificates  initially
shall be registered on the books and records of the Trust in the name of "Cede &
Co.," the nominee of the initial  Depositary.  No Beneficial  Owner of Preferred
Securities   shall   receive  a  definitive   Preferred   Security   Certificate
representing  such  Beneficial  Owner's  interest in such  Global  Certificates,
except  as  provided  in  Section  7.12.  Unless  and  until  definitive,  fully
registered  Preferred  Security  Certificates have been issued to the Beneficial
Owners of Preferred Securities pursuant to Section 7.12:

                                      -35-
<PAGE>

                  (i) the  provisions  of this  Section  7.1(h) shall be in full
         force and effect;

                  (ii) the Trust and the Trustees shall be entitled to deal with
         the  Depositary  for all purposes of this  Declaration  (including  the
         payment of  Distributions  on the  Global  Certificates  and  receiving
         approvals, votes or consents thereunder) as the Holder of the Preferred
         Securities  and the sole of  holder  of the  Global  Certificates  and,
         except  as set forth  herein or in Rule 3a-7 (if the Trust is  excluded
         from the  definition of an Investment  Company solely by reason of Rule
         3a-7) with respect to the Property Trustee, shall have no obligation to
         the Beneficial Owners of the Preferred Securities;

                  (iii) to the extent that the provisions of this Section 7.1(h)
         conflict with any other provisions of this Declaration,  the provisions
         of this Section 7.1(h) shall control; and

                  (iv) the  rights of the  Beneficial  Owners  of the  Preferred
         Securities  shall be exercised only through the Depositary and shall be
         limited  to  those  established  by law  and  agreements  between  such
         Beneficial   Owners   and  the   Depositary   and/or   the   Depositary
         Participants.  The Depositary  shall make  book-entry  transfers  among
         Depositary  Participants and receive and transmit  Distributions on the
         Global  Certificates  to such  Depositary  Participants;  provided that
         solely for the  purposes  of  determining  whether  the  Holders of the
         requisite  amount of  Preferred  Securities  have  voted on any  matter
         provided  for in this  Declaration,  so long  as  definitive  Preferred
         Security  Certificates  have not been  issued,  the  Trustees  may rely
         conclusively  on, and shall be  protected  in relying  on, any  written
         instrument  (including  a  proxy)  delivered  to  the  Trustees  by the
         Depositary  setting  forth  the votes of the  Beneficial  Owners of the
         Preferred  Securities  or assigning  the right to vote on any matter to
         any other Persons either in whole or in part.

         Whenever a notice or other communication to the Holder of the Preferred
Securities  is  required to be given  under this  Declaration,  unless and until
definitive Preferred Security  Certificates have been issued pursuant to Section
7.1(g), the Trustees shall deliver all such notices and communications specified
herein to be given to the Holders of the Preferred Securities to the Depositary,
and, with respect to any Preferred Security  Certificate  registered in the name
of a Depositary  or the nominee of a Depositary,  the Trustees may  conclusively
rely on, and shall be protected in relying on, any written instrument (including
a proxy) delivered to the Trustees by the Depositary  setting forth the votes of
the Beneficial Owners of the Preferred Securities or assigning the right to vote
on any matter or any other Persons either in whole or in part.

Section 7.2 Distributions.

         (a)   Holders  of  the   Securities   shall  be   entitled  to  receive
Distributions that shall accumulate and be payable at the rate per annum of [ ]%
of the stated  liquidation amount of $[ ] per Security through (and including) [
, ]. The amount of  Distributions  payable for any period  shall be computed (i)
for any full quarterly  distribution  period,  on the basis of a 360-day year of
twelve  30-day  months and (ii) for any  period  shorter  than a full  quarterly
distribution  period, on the basis of a 30-day month and, for any period of less
than one

                                      -36-
<PAGE>

month,  on the basis of the actual  number of days  elapsed  per  30-day  month.
Subject to Section  7.1(b),  Distributions  shall be made on the Securities on a
Pro Rata basis.  Distributions  on the Securities  shall  accumulate from [ , ],
shall be cumulative and shall be payable quarterly,  in arrears, on each Payment
Date, when, as and if available for payment, by the Property Trustee,  except as
otherwise  described  below.  Distributions  shall be payable only to the extent
that payments are made to the Trust in respect of the Notes held by the Property
Trustee and to the extent that the Trust has funds  available for the payment of
such Distributions in the Property Account.

         (b)  Distributions  not  paid  on  the  scheduled  Payment  Date  shall
accumulate and, to the extent permitted by applicable law, compound quarterly at
the  rate  of [  ]%  per  annum  through  (and  including)  [ ,  ]  ("Compounded
Distributions").  "Distributions"  shall mean ordinary cumulative  distributions
together with any Compounded Distributions.

         (c) If and to the  extent  that the Notes  Issuer  makes a  payment  of
principal  of and any  premium or  interest  on the Notes  held by the  Property
Trustee (the amount of any such payment being a "Payment Amount"),  the Property
Trustee  shall and is  directed,  to the  extent  funds are  available  for that
purpose,  to make a Pro Rata  distribution  of the  Payment  Amount to  Holders,
subject to Section 7.1(b).

         (d)  Distributions  on the  Securities  shall be payable to the Holders
thereof as they appear on the  register of the Trust as of the close of business
on the relevant record dates. If the Preferred Securities are represented by one
or more  Global  Securities,  the  relevant  record  dates shall be the close of
business on the Business Day preceding such Distribution's  Payment Date, unless
a different regular record date is established or provided for the corresponding
interest  payment date on the Notes.  The  relevant  record dates for the Common
Securities shall be the same as for the Preferred  Securities.  If the Preferred
Securities are not  represented by one or more Global  Securities,  the relevant
record  dates for the  Preferred  Securities  shall  conform to the rules of any
securities  exchange on which the Preferred  Securities are listed, and if none,
shall be selected by the Regular  Trustees,  provided that such date shall be at
least one (1) Business Day but less than sixty (60)  Business  Days prior to the
relevant  Distribution's Payment Dates. At all times, the Distribution's Payment
Dates shall correspond to the interest payment dates on the Notes. Distributions
payable on any Securities that are not punctually paid on any Payment Date, as a
result of the Notes  Issuer  having  failed to make a payment  under the  Notes,
shall  cease to be  payable  to the  Person in whose  name such  Securities  are
registered on the relevant record date, and such defaulted  Distribution instead
shall be payable to the Person in whose name such  Securities  are registered on
the special record date or other  specified date  determined in accordance  with
the Indenture for payment of the corresponding  defaulted interest on the Notes.
If any  date on which a  Distribution  is  payable  on the  Securities  is not a
Business  Day,  then payment of the  Distribution  payable on such date shall be
made on the next day that is a Business  Day (and  without any interest or other
payment in respect of any such  delay),  except that if such  Business Day is in
the next calendar  year,  such payment  shall be made on the preceding  Business
Day, with the same force and effect as if made on such Payment Date.

         (e) In the event that there is any money or other  property  held by or
for the Trust  that is not  accounted  for  hereunder,  such  property  shall be
distributed  Pro Rata among the  Holders of the  Securities,  subject to Section
7.1(b).

                                      -37-
<PAGE>

Section 7.3 Redemption of Securities.

         (a) Upon the  repayment or  redemption  pursuant to the  Indenture,  in
whole but not in part, of the  outstanding  Notes held by the Trust,  whether at
the stated  maturity of the Notes or upon earlier  redemption as provided in the
Indenture,   the  proceeds   from  such   repayment  or   redemption   shall  be
simultaneously  applied Pro Rata (subject to Section  7.1(b)) to redeem,  at the
Redemption Price, Securities having an aggregate liquidation amount equal to the
aggregate  principal amount of the Notes so repaid or redeemed at the Redemption
Price.  Holders of the Securities  shall be given not less than 30 nor more than
60 days notice of such redemption in accordance with Section 7.4.

         (b) If the Notes  Issuer  redeems  the Notes  upon the  occurrence  and
continuance of a Tax Event,  the proceeds from such redemption  shall be applied
by the Property  Trustee to redeem the Securities,  in whole but not in part, at
the Redemption  Price on a Pro Rata basis. If, following the occurrence of a Tax
Event,  the Notes  Issuer  exercises  its option to redeem the Notes,  the Notes
Issuer shall appoint the Quotation Agent.

Section 7.4 Redemption Procedures.

         (a) Notice of any redemption of, or notice of  distribution of Notes in
exchange for, the Securities (a "Redemption/Distribution  Notice"), which notice
shall be  irrevocable,  shall be given by the  Trust by mail to each  Holder  of
Securities  to be  redeemed  or  exchanged  at least 30 but no more than 60 days
before the date fixed for redemption or exchange thereof which, in the case of a
redemption, shall be the date fixed for redemption of the Notes. For purposes of
the  calculation  of the date of  redemption  or exchange and the dates on which
notices are given  pursuant to this Section  7.4(a),  a  Redemption/Distribution
Notice  shall be  deemed to be given on the day such  notice is first  mailed by
first-class  mail,  postage  prepaid,  to the  Holders of the  Securities.  Each
Redemption/Distribution  Notice  shall  be  addressed  to  the  Holders  of  the
Securities  at the address of each such Holder  appearing in the register of the
Trust.  No defect in the  Redemption/Distribution  Notice or in the  mailing  of
either  thereof  with  respect to any Holder  shall  affect the  validity of the
redemption or exchange proceedings with respect to any other Holder.

         (b) Subject to the Trust's  fulfillment of the notice  requirements set
forth in Section 7.4(a),  if Securities are to be redeemed,  then (provided that
the Notes  Issuer has paid the Property  Trustee a sufficient  amount of cash in
connection  with the  related  redemption  or  maturity  of the  Notes) (i) with
respect  to  the  Preferred  Securities   represented  by  one  or  more  Global
Securities,  by 12:00 noon,  New York City time,  on the  redemption  date,  the
Property  Trustee will deposit  irrevocably  with the  Depositary or its nominee
funds  sufficient  to pay the  applicable  Redemption  Price,  and the  Property
Trustee shall give the Depositary irrevocable  instructions and authority to pay
the Redemption Price to the Beneficial Owners of the Preferred  Securities,  and
(ii)  with  respect  to  Securities  not  represented  by  one  or  more  Global
Securities,  the Property  Trustee shall pay the applicable  Redemption Price to
the  Holders of such  Securities  by check  mailed to the address of each Holder
appearing on the register of the Trust on the redemption date. If any date fixed
for  redemption  of  Securities  is not a  Business  Day,  then

                                      -38-
<PAGE>

payment of the  Redemption  Price payable on such date shall be made on the next
Business Day (without any interest  thereon),  except that if such  Business Day
falls in the next  calendar  year,  such payment  shall be made on the preceding
Business  Day,  in each case with the same  force and  effect as if made on such
date fixed for redemption.  If payment of the Redemption Price in respect of any
Securities is improperly withheld or refused and not paid either by the Trust or
by the Sponsor as guarantor  pursuant to the Guarantee,  then  Distributions  on
such Securities  shall continue to accumulate at the then applicable  rate, from
the original  redemption  date to the actual date of payment,  in which case the
actual  Payment  Date shall be the date fixed for  redemption  for  purposes  of
calculating the Redemption Price. For these purposes,  the applicable Redemption
Price  shall  not  include  Distributions  that are  being  paid to  Holders  of
Securities  who were not Holders of Securities  on a relevant  record date. If a
Redemption/Distribution  Notice has been given and funds have been  deposited or
paid as required, then immediately prior to the close of business on the date of
such  deposit  or  payment,  Distributions  will  cease  to  accumulate  on  the
Securities  called for redemption,  and all rights of Holders of such Securities
so called for  redemption  shall cease,  except the right of the Holders of such
Securities  to receive  the  Redemption  Price,  but  without  interest  on such
Redemption  Price,  and from and  after  the date  fixed  for  redemption,  such
Securities will cease to be outstanding.

         (c)  Neither the  Regular  Trustees  nor the Trust shall be required to
register or cause to be registered the transfer of any Securities that have been
called for redemption.

         (d) Subject to the foregoing and  applicable  law  (including,  without
limitation,  United States  federal  securities  laws),  the Notes Issuer or its
Affiliates  may  purchase,  at any  time  and  from  time to  time,  outstanding
Preferred  Securities  by tender,  in the open market,  by private  agreement or
otherwise.

Section 7.5 Voting Rights of the Preferred Securities.

         (a) Except as provided  under this  Section 7.5 and Section 11.1 and as
otherwise  required by the Business Trust Act, the Trust Indenture Act and other
applicable  law, the Holders of the  Preferred  Securities  shall have no voting
rights.

         (b) Subject to the requirement of the Property Trustee  obtaining a tax
opinion in certain  circumstances set forth in Section 7.5(d),  the Holders of a
Majority in Liquidation Amount of the Preferred Securities, voting separately as
a class, shall have the right to direct the time, method and place of conducting
any proceeding for any remedy  available to the Property  Trustee,  or to direct
the exercise of any trust or power  conferred  upon the Property  Trustee  under
this Declaration,  including the right to direct the Property Trustee, as Holder
of the Notes,  to (i) exercise the remedies  available to it under the Indenture
with respect to the Notes, (ii) waive any past default and its consequences that
are waivable under the  Indenture,  (iii) exercise any right to rescind or annul
any declaration that the principal of all the Notes shall be due and payable, or
(iv) consent to any amendment,  termination or  modification of the Indenture or
the Notes where such consent is required; provided that if an Indenture Event of
Default  has  occurred  and is  continuing,  then  the  Holders  of [25]% of the
aggregate stated liquidation  amount of the Preferred  Securities may direct the
Property  Trustee to declare the  principal of and interest on the Notes due and
payable;  and  provided,  further,  that  where a consent  or  action  under the
Indenture  would  require  the  consent  or act of the  Holders  of more  than a
majority  of the  aggregate  principal

                                      -39-
<PAGE>

amount  of Notes  affected  thereby,  the  Property  Trustee  only may give such
consent or take such action at the direction of the Holders of at least the same
proportion in aggregate stated liquidation amount of the Preferred Securities.

         (c) If the Property Trustee fails to enforce its rights under the Notes
after a Holder of Preferred  Securities has made a written request,  such Holder
of Preferred Securities may institute, to the fullest extent permitted by law, a
legal  proceeding  directly  against the Notes  Issuer to enforce  the  Property
Trustee's  rights  under  the  Indenture  without  first  instituting  any legal
proceeding  against the Property Trustee or any other Person. In addition,  if a
Trust  Enforcement  Event  has  occurred  and is  continuing  and such  event is
attributable to the failure of the Notes Issuer to make any interest,  principal
or other  required  payments  when due  under  the  Indenture,  then a Holder of
Preferred  Securities  may institute a Direct Action against the Notes Issuer on
or after the respective due date specified in the Notes.

         (d) The  Property  Trustee  shall  notify all Holders of the  Preferred
Securities  of any notice of any  Indenture  Event of Default  received from the
Notes  Issuer  with  respect to the Notes.  Such  notice  shall  state that such
Indenture Event of Default also constitutes a Trust  Enforcement  Event.  Except
with respect to directing the time, method, and place of conducting a proceeding
for a remedy,  the Property  Trustee shall be under no obligation to take any of
the actions  described in clauses (i),  (ii) and (iii) of Section  7.5(b) above,
unless the Property  Trustee has obtained an opinion of independent  tax counsel
experienced  in those  matters to the effect  that the Trust will not fail to be
classified as a grantor trust for United States federal income tax purposes as a
result of such  action,  and that each Holder of Preferred  Securities  shall be
treated as owning an undivided beneficial ownership interest in the Notes.

         (e) If the consent of the Property Trustee, as the Holder of the Notes,
is required under the Indenture  with respect to any  amendment,  termination or
modification of the Indenture or the Notes,  the Property  Trustee shall request
the direction of the Holders of the Securities with respect to such amendment or
modification  and shall vote with  respect  to such  amendment,  termination  or
modification  as directed by a Majority in Liquidation  Amount of the Securities
voting  together  as a single  class;  provided  that where a consent  under the
Indenture  would  require  the consent of the Holders of more than a majority of
the aggregate  principal amount of the Notes, the Property Trustee only may give
such consent at the direction of the Holders of at least the same  proportion in
aggregate  stated  liquidation  amount of the Securities.  The Property  Trustee
shall not take any such action in accordance  with the directions of the Holders
of the  Securities  unless  the  Property  Trustee  has  obtained  an opinion of
independent  tax  counsel  experienced  in those  matters to the effect that the
Trust will not be  classified  as other than a grantor  trust for United  States
federal  income tax  purposes as a result of such  action,  and that each Holder
will be treated as owning an  undivided  beneficial  ownership  interest  in the
Notes.

         (f) A waiver of an Indenture Event of Default with respect to the Notes
shall constitute a waiver of the corresponding Trust Enforcement Event.

         (g) Any required  approval or direction of the Holders of the Preferred
Securities  may be given at a separate  meeting of the Holders of the  Preferred
Securities  convened for such purpose, at a meeting of all of the Holders of the
Securities  or  pursuant  to

                                      -40-
<PAGE>

written consent without a meeting.  The Regular Trustees shall cause a notice of
any meeting at which Holders of the Preferred Securities are entitled to vote to
be mailed to each  Holder of record of  Preferred  Securities.  Each such notice
shall include a statement  setting forth:  (i) the date of such meeting;  (ii) a
description  of any  resolution  proposed  for adoption at such meeting on which
such Holders are entitled to vote;  and (iii)  instructions  for the delivery of
proxies.

         (h) No vote or consent of the Holders of the Preferred Securities shall
be  required  for the Trust to redeem  and cancel the  Preferred  Securities  or
distribute the Notes in accordance  with this  Declaration  and the terms of the
Securities.

         (i)  Notwithstanding  that the Holders of the Preferred  Securities are
entitled to vote or consent under any of the circumstances  described above, any
of the Preferred Securities that are owned at such time by the Notes Issuer, the
Trustees or any entity directly or indirectly  controlled by, or under direct or
indirect  common  control  with,  the Notes  Issuer or any Trustee  shall not be
entitled to vote or consent and shall be treated,  for  purposes of such vote or
consent, as if such Preferred Securities were not outstanding.

         (j)  Except as  provided  under  Section  7.5(k),  the  Holders  of the
Preferred  Securities  shall have no rights to  appoint or remove the  Trustees,
who,  subject to Section  6.6,  may be  appointed,  removed or  replaced  by the
Holders of the Common Securities.

         (k) If an Indenture  Event of Default has  occurred and is  continuing,
the  Property  Trustee and the  Delaware  Trustee  may be removed and  replaced,
subject to Section 6.6(b),  at such time by a Majority in Liquidation  Amount of
the Preferred Securities.

Section 7.6 Voting Rights of the Common Securities.

         (a) Except as provided in Section 6.1(b),  this Section 7.6 and Section
11.1 and as otherwise  required by the Business  Trust Act, the Trust  Indenture
Act or other applicable law, the Holders of the Common  Securities shall have no
voting rights.

         (b) Subject to Section  7.5(k),  the  Holders of the Common  Securities
shall be  entitled  to vote to  appoint,  remove or  replace  any  Trustee or to
increase or decrease the number of Trustees in accordance with Article 6.

         (c) Subject to Section 2.6 and only after all Trust Enforcement  Events
with respect to the Preferred  Securities have been cured,  waived, or otherwise
eliminated and subject to the  requirement of the Property  Trustee  obtaining a
tax  opinion in  certain  circumstances  set forth in this  paragraph  (c),  the
Holders of the Common Securities shall have the right to direct the time, method
and place of conducting any proceeding for any remedy  available to the Property
Trustee,  or to direct the  exercise  of any trust or power  conferred  upon the
Property  Trustee  under  this  Declaration,  including  the right to direct the
Property Trustee, as Holder of the Notes, to (i) exercise the remedies available
to it under the Indenture, (ii) waive any past default and its consequences that
are waivable under the  Indenture,  (iii) exercise any right to rescind or annul
any declaration that the principal of all the Notes shall be due and payable, or
(iv) consent to any amendment,  termination or  modification of the Indenture or
the Notes  where such  consent  is  required;  provided  that where a consent or
action under the  Indenture  would  require the consent or act of the Holders of
more  than a  majority  of the  aggregate  principal  amount  of Notes

                                      -41-
<PAGE>

affected  thereby,  only the  Holders  of at least  the same  proportion  of the
aggregate  stated  liquidation  amount of the Common  Securities  may direct the
Property  Trustee to give such consent or take such action.  Except with respect
to directing  the time,  method,  and place of  conducting  a  proceeding  for a
remedy,  the Property  Trustee  shall be under no  obligation to take any of the
actions described in clause 7.6(c)(i),  (ii) and (iii) above unless the Property
Trustee has obtained an opinion of  independent  tax counsel to the effect that,
as a result of such action,  for United States  federal  income tax purposes the
Trust will not fail to be  classified as a grantor trust and each Holder will be
treated as owning an undivided beneficial ownership interest in the Notes.

         (d) If the Property Trustee fails to enforce its rights under the Notes
after the  Holders of the Common  Securities  have made a written  request,  the
Holders of the Common Securities may institute,  to the fullest extent permitted
by law, a legal  proceeding  directly  against  the Notes  Issuer to enforce the
Property  Trustee's  rights under the Notes without first  instituting any legal
proceeding  against the Property Trustee or any other Person. In addition,  if a
Trust  Enforcement  Event  has  occurred  and is  continuing  and such  event is
attributable to the failure of the Notes Issuer to make any interest,  principal
or other required payments when due under the Indenture, then a Holder of Common
Securities  may institute a Direct  Action  against the Notes Issuer on or after
the respective due date specified in the Notes.

         (e) A waiver of an Indenture Event of Default with respect to the Notes
shall constitute a waiver of the corresponding Trust Enforcement Event.

         (f) Any  required  approval or  direction  of the Holders of the Common
Securities  may be given at a  separate  meeting  of the  Holders  of the Common
Securities  convened for such purpose, at a meeting of all of the Holders of the
Securities or pursuant to written  consent.  The Regular  Trustees shall cause a
notice of any meeting at which the Holders of the Common Securities are entitled
to vote to be mailed to the Holders of the Common Securities.  Such notice shall
include  a  statement  setting  forth:  (i) the  date of  such  meeting;  (ii) a
description of any resolution proposed for adoption at such meeting on which the
Holders of the Common  Securities are entitled to vote;  and (iii)  instructions
for the delivery of proxies.

         (g) No vote or consent of the Holders of the Common Securities shall be
required  for the  Trust to  redeem  and  cancel  the  Common  Securities  or to
distribute  Notes in  accordance  with  this  Declaration  and the  terms of the
Securities.

Section 7.7 Paying Agent. If any Preferred Securities are not represented by one
or more Global Securities, the Trust shall maintain in the Borough of Manhattan,
New York  City,  State of New York,  an office  or  agency  where the  Preferred
Securities may be presented for payment ("Paying  Agent").  The Regular Trustees
shall  appoint  the  paying  agent  (which  shall  be a bank  or  trust  company
acceptable  to the Notes Issuer) and may appoint one or more  additional  paying
agents in such other locations as they shall determine.  The term "Paying Agent"
includes any additional paying agent. The Regular Trustees may change any Paying
Agent  without  prior  notice to the  Holders  of the  Securities.  The  Regular
Trustees shall notify the Property Trustee of the name and address of any Paying
Agent not a party to this Declaration. If the Regular Trustees, on behalf of the


                                      -42-
<PAGE>

Trust,  fail to appoint or maintain another entity as Paying Agent, the Property
Trustee  shall act as such.  The Paying  Agent shall be  permitted  to resign as
Paying Agent upon 30 days' written notice to the Property  Trustee and the Notes
Issuer.

Section  7.8  Listing.  The  Sponsor  shall  use its best  efforts  to cause the
Preferred Securities to be listed for quotation on the New York Stock Exchange.

Section 7.9 Transfer of the Securities.

         (a) (i) The Preferred  Securities  may be  transferred,  in whole or in
part,  only in  accordance  with the  terms  and  conditions  set  forth in this
Declaration.  To the fullest extent  permitted by law, any transfer or purported
transfer of any Preferred  Security not made in accordance with this Declaration
shall be null and void.

                  (ii)  Subject  to this  Section  7.9  and  Section  7.12,  the
         Preferred Securities shall be freely transferable.

                  (iii) The Trust shall cause to be kept at the Corporate  Trust
         Office a register in which,  subject to such reasonable  regulations as
         it may  prescribe,  the Trust  shall  provide for the  registration  of
         Preferred  Securities  and of transfers of  Preferred  Securities.  The
         Property  Trustee  is hereby  appointed  "Security  Registrar"  for the
         purpose of registering  Preferred Securities and transfers of Preferred
         Securities as herein provided.

                  (iv)  Upon  surrender  for  registration  of  transfer  of any
         Preferred Securities at an office or agency of the Trust designated for
         such purpose, a Regular Trustee shall execute, and the Property Trustee
         shall  authenticate  and  deliver,   in  the  name  of  the  designated
         transferee or transferees,  one or more new Preferred Securities of any
         authorized denominations and of a like aggregate principal amount.

                  (v) At the option of the Holder,  Securities  may be exchanged
         for other Preferred Securities of any authorized denominations and of a
         like  aggregate  principal  amount,  upon  surrender  of the  Preferred
         Securities  to be  exchanged  at such  office or agency.  Whenever  any
         Preferred Securities are so surrendered for exchange, a Regular Trustee
         shall execute, and the Property Trustee shall authenticate and deliver,
         the  Preferred  Securities  that the  Holder  making  the  exchange  is
         entitled to receive.

                  (vi) If so  required  by the  Trust or the  Property  Trustee,
         every Preferred  Security  presented or surrendered for registration of
         transfer or for exchange  shall be duly  endorsed,  or accompanied by a
         duly executed  written  instrument of transfer in form  satisfactory to
         the Trust and the  Security  Registrar,  by the  Holder  thereof or his
         attorney duly authorized in writing.

                  (vii) No service charge shall be made for any  registration of
         transfer or exchange of Preferred Securities, but the Trust may require
         payment  of a sum  sufficient  to cover  any tax or other  governmental
         charge  that may be  imposed in  connection  with any  registration  of
         transfer or exchange of Preferred Securities.

         (b) The Notes Issuer may not transfer the Common  Securities  except in
connection with the  transactions  permitted under Section 801 of the Indenture;
provided  that

                                      -43-
<PAGE>

each  Holder of the  Common  Securities  shall at all  times be a United  States
Person.  To the fullest extent  permitted by law, any attempted  transfer of the
Common  Securities  other than as set forth in this Section 7.9(b) shall be null
and void.

Section 7.10 Mutilated, Destroyed, Lost or Stolen Certificates. If:

         (a) any mutilated Certificates are surrendered to the Regular Trustees,
or if the  Regular  Trustees  receive  evidence  to  their  satisfaction  of the
destruction, loss or theft of any Certificate; and

         (b) there shall be delivered to the Regular  Trustees  such security or
indemnity  as may be  required by them to keep each of the Sponsor and the Trust
harmless,

then, in the absence of notice that such Certificate has been acquired by a bona
fide purchaser,  any Regular Trustee shall execute and deliver,  in exchange for
or in lieu of any such mutilated,  destroyed, lost or stolen Certificate,  a new
Certificate  of like  denomination.  In connection  with the issuance of any new
Certificate  under this  Section  7.10,  the  Regular  Trustees  may require the
payment of a sum sufficient to cover any tax or other  governmental  charge that
may be  imposed  in  connection  therewith.  Any  duplicate  Certificate  issued
pursuant  to this  Section  7.10  shall  constitute  conclusive  evidence  of an
ownership interest in the relevant Securities,  as if originally issued, whether
or not the lost, stolen or destroyed Certificate is found at any time.

Section 7.11 Deemed Holders. The Trustees may treat the Person in whose name any
Securities  are  registered  on the  register of the Trust as the sole holder of
such  Securities  for  purposes  of  receiving  Distributions  and for all other
purposes whatsoever.  Accordingly,  the Trustees shall not be bound to recognize
any  equitable  or other  claim to or  interest  in such  Certificate  or in the
Securities represented by such Certificate on the part of any Person, whether or
not the Trust has actual or other notice thereof.

Section 7.12 Global Securities.

         (a) The Preferred  Securities  initially shall be issued in the form of
one or more Global Securities. A Regular Trustee shall execute, and the Property
Trustee shall  authenticate and deliver,  one or more Global Securities that (i)
shall  represent and be denominated  in an amount equal to the aggregate  stated
liquidation  amount of all of the Preferred  Securities to be issued in the form
of Global Securities and not yet canceled,  (ii) shall be registered in the name
of the Depositary for the Preferred Securities or the nominee of such Depositary
and (iii) shall be  delivered  by the  Property  Trustee to such  Depositary  or
pursuant  to such  Depositary's  instructions.  Global  Securities  shall bear a
legend substantially to the following effect:

         "This Preferred Security is a Global Security within the meaning of the
         Declaration  and is  registered  in the  name of The  Depository  Trust
         Company, a New York corporation (the "Depositary"), or a nominee of the
         Depositary.  This  Preferred  Security is  exchangeable  for  Preferred
         Securities registered in the name of a person other than the Depositary
         or its  nominee  only in the  limited  circumstances  described  in the
         Declaration,  and no transfer of this Preferred  Security (other than a
         transfer of this Preferred Security as a

                                      -44-
<PAGE>

         whole by the  Depositary to a nominee of the Depositary or by a nominee
         of  the  Depositary  to  the  Depositary  or  another  nominee  of  the
         Depositary) may be reregistered except in limited circumstances. Unless
         this  certificate is presented by an authorized  representative  of the
         Depositary  to IM  Capital  Trust I or its  agent for  registration  of
         transfer, exchange or payment, and any certificate issued is registered
         in the  name  of Cede & Co.  or such  other  name  as  requested  by an
         authorized  representative of the Depositary (and any payment hereon is
         made to Cede & Co.  or to  such  other  entity  as is  requested  by an
         authorized  representative of the Depositary),  and except as otherwise
         provided in the Amended and Restated Declaration of Trust of IM Capital
         Trust I dated as of [ , ], as amended from time to time,  ANY TRANSFER,
         PLEDGE OR OTHER USE HEREOF FOR VALUE OR  OTHERWISE  BY OR TO ANY PERSON
         IS WRONGFUL  since the  registered  owner  hereof,  Cede & Co.,  has an
         interest herein."

         (b) Preferred Securities not represented by a Global Security issued in
exchange  for all or a part of a Global  Security  pursuant to this Section 7.12
shall be registered in such names and in such  authorized  denominations  as the
Depositary, pursuant to instructions from its direct or indirect participants or
otherwise,   shall   instruct  the  Property   Trustee.   Upon   execution   and
authentication,  the Property Trustee shall deliver any Preferred Securities not
represented by a Global  Security to the Persons in whose names such  definitive
Preferred Securities are so registered.

         (c) At such  time as all  interests  in  Global  Securities  have  been
redeemed,  repurchased or canceled,  such Global  Securities  shall be canceled,
upon  receipt  thereof,  by the Property  Trustee in  accordance  with  standing
procedures of the  Depositary.  At any time prior to such  cancellation,  if any
interest  in a  Global  Security  is  exchanged  for  Preferred  Securities  not
represented  by a  Global  Security,  redeemed,  canceled  or  transferred  to a
transferee  who  receives  Preferred  Securities  not  represented  by a  Global
Security,  or if any Preferred  Security not represented by a Global Security is
exchanged or transferred for part of a Global Security, then, in accordance with
the standing procedures of the Depositary, the liquidation amount of such Global
Security  shall be reduced or increased,  as the case may be, and an endorsement
shall be made on such Global  Security by the  Property  Trustee to reflect such
reduction or increase.

         (d)  The   Trust  and  the   Property   Trustee,   as  the   authorized
representative  of the Holders of the  Preferred  Securities,  may deal with the
Depositary  for all  purposes  of this  Declaration,  including  the  making  of
payments due on the Preferred Securities and exercising the rights of Holders of
the Preferred Securities hereunder. The rights of any Beneficial Owners shall be
limited to those  established  by law and  agreements  between  such  owners and
Depository  Participants;  provided  that no such  agreement  shall  give to any
Person any rights against the Trust or the Property  Trustee without the written
consent of the parties so affected.  Multiple  requests and directions  from and
votes of the Depositary as the Holder of the Preferred Securities represented by
Global  Securities  with  respect to any  particular  matter shall not be deemed
inconsistent  to the  extent  they  do not  represent  an  amount  of  Preferred
Securities in excess of those held in the name of the Depositary or its nominee.

         (e) If at any  time  the  Depositary  notifies  the  Trust  that  it is
unwilling or unable to continue as Depositary for the Preferred Securities or if
at any time the  Depositary  no longer is eligible  under this  Section  7.12 to
serve as Depositary,  the Regular Trustees shall

                                      -45-
<PAGE>

appoint a successor  Depositary with respect to the Preferred  Securities.  If a
successor  Depositary  is not  appointed  by the Trust  within 90 days after the
Trust receives such notice or becomes aware of such  ineligibility,  the Trust's
election that the  Preferred  Securities  be  represented  by one or more Global
Securities  shall no longer be effective,  and a Regular  Trustee shall execute,
and the Property Trustee will authenticate and deliver,  Preferred Securities in
definitive  registered  form, in any authorized  denominations,  in an aggregate
stated  liquidation  amount equal to the aggregate stated  liquidation amount of
the Global Securities representing the Preferred Securities in exchange for such
Global Securities.

         (f) The  Regular  Trustees  on  behalf  of the Trust at any time and in
their sole discretion may determine that the Preferred  Securities issued in the
form of one or more Global  Securities  shall no longer be represented by Global
Securities.  In such  event a Regular  Trustee  on  behalf  of the  Trust  shall
execute,  and the Property  Trustee shall  authenticate  and deliver,  Preferred
Securities in definitive registered form, in any authorized denominations, in an
aggregate stated  liquidation  amount equal to the aggregate stated  liquidation
amount of the  Global  Securities  representing  the  Preferred  Securities,  in
exchange for such Global Securities.

         (g)  Notwithstanding  any other provisions of this  Declaration  (other
than the  provisions  set forth in Section 7.9),  Global  Securities  may not be
transferred  as a whole except by the  Depositary to a nominee of the Depositary
or by a nominee of the  Depositary to the  Depositary or another  nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary.

         (h) Interests of Beneficial  Owners may be transferred or exchanged for
Preferred  Securities  not  represented  by a  Global  Security,  and  Preferred
Securities not  represented by a Global Security may be transferred or exchanged
for a Global Security or Securities,  in accordance with rules of the Depositary
and the provisions of Section 7.9.

Section 7.13  Authorized  Denominations.  The Preferred  Securities are issuable
only in denominations of $[ ] and any integral multiple thereof.

Section 7.14 [RESERVED].

                                   ARTICLE 8

                    DISSOLUTION AND TERMINATION OF THE TRUST

Section 8.1 Dissolution and Termination of the Trust.

         (a) The Trust shall dissolve upon the earliest of:

                  (i) the  bankruptcy of the Notes Issuer or of any other holder
         of the Common Securities;

                  (ii)  the  filing  of a  certificate  of  dissolution  or  its
         equivalent  with  respect  to  the  Sponsor  or the  revocation  of the
         Sponsor's  certificate of  incorporation  and the expiration of 90 days
         after the date of revocation without a reinstatement thereof;

                                      -46-
<PAGE>

                  (iii)  the entry of a decree of  judicial  dissolution  of the
         holder of the Common Securities, the Sponsor or the Trust;

                  (iv)  the time  when all of the  Securities  shall  have  been
         called for  redemption and the amounts then due shall have been paid to
         the Holders of the Securities;

                  (v) the time when the Notes  Issuer  shall have  redeemed  the
         Notes  upon the  occurrence  and  continuation  of a Tax  Event and the
         proceeds  from  such   redemption  have  been  applied  to  redeem  the
         Securities pursuant to Section 7.3(b);

                  (vi)  upon  the   direction  of  the  Sponsor,   in  its  sole
         discretion,  by  notice  and  direction  to  the  Property  Trustee  to
         distribute,  after the  satisfaction of liabilities to creditors of the
         Trust,  if any, the Notes to the Holders of the  Securities in exchange
         for all of the  Securities;  provided  that the Sponsor has provided to
         the Property Trustee an opinion of counsel that the distribution of the
         Notes will not be taxable to the  holders of the  Preferred  Securities
         for United States federal income tax purposes; or

                  (vii) [ , ].

         (b) As soon as is practicable after the occurrence of an event referred
to in Section  8.1(a) and upon  completion of the winding up and  liquidation of
the Trust,  the Regular  Trustees  shall  terminate  the Trust by executing  and
filing a certificate of cancellation with the Secretary of State of the State of
Delaware.

         (c) The  provisions  of Section  4.2 and  Article 9 shall  survive  the
termination of the Trust.

Section 8.2 Liquidation Distribution upon Dissolution of the Trust.

         (a)  In  the  event  of  any  voluntary  or  involuntary   liquidation,
dissolution,  or  winding-up  of the Trust (each a  "Liquidation")  based on the
occurrence of an event  specified in Section  8.1(a) (other than clauses (iv) or
(v)),  the Holders of the  Securities  on the date of the  Liquidation  shall be
entitled  to receive on a Pro Rata  basis,  after  satisfaction  of the  Trust's
liabilities to creditors,  Notes in an aggregate  principal  amount equal to the
aggregate stated  liquidation  amount of, with an interest rate identical to the
distribution  rate of, and accrued and unpaid  interest equal to accumulated and
unpaid Distributions on, such Securities in exchange for such Securities.

         (b) Notice of  Liquidation  shall be given by the  Property  Trustee by
first-class mail, postage prepaid mailed not later than 30 nor more than 60 days
prior  to the date of the  Liquidation  to each  Holder  of  Securities  at such
Holder's  address  appearing  in  the  Securities   register.   All  notices  of
Liquidation shall:

                  (i) state the date of the Liquidation;

                  (ii)  state  that from and  after the date of the  Liquidation
         (other  than a  Liquidation  as a  result  of  clauses  (iv) and (v) of
         Section  8.1(a)),  the  Securities  will  no  longer  be  deemed  to be
         outstanding and any  Certificates  not surrendered for exchange

                                      -47-
<PAGE>

         will be deemed to  represent  the Notes in a principal  amount equal to
         the stated  liquidation  amount of the Securities,  bearing accrued and
         unpaid  interest  in an  amount  equal to the  accumulated  and  unpaid
         Distribution on the Securities; and

                  (iii) provide such  information  with respect to the mechanics
         by which  Holders may  exchange  Certificates  for Note,  or if Section
         8.2(d) applies  receive a distribution,  as the Property  Trustee shall
         deem appropriate.

         (c) Except where Section  8.1(a)(iv) or (v) or Section 8.2(d)  applies,
in order to affect the liquidation of the Trust and distribution of the Notes to
Holders,   the  Property   Trustee  shall  establish  a  record  date  for  such
distribution  (which  shall  be not more  than 45 days  prior to the date of the
Liquidation)  and,  either  itself  acting  as  exchange  agent or  through  the
appointment of a separate exchange agent,  shall establish such procedures as it
shall deem  appropriate to effect the  distribution of Notes in exchange for the
outstanding Certificates.

         (d) In the event that,  notwithstanding  the other  provisions  of this
Section 8.2,  whether because of an order for dissolution  entered by a court of
competent  jurisdiction  or otherwise,  distribution  of the Notes in the manner
provided herein is determined by the Property  Trustee not to be practical,  the
property of the Trust shall be  liquidated,  and the Trust shall be wound-up and
terminated,  by the  Property  Trustee in such  manner as the  Property  Trustee
determines.  In such event, on the date of the winding-up and termination of the
Trust,  the Holders of the  Securities on the date of the  Liquidation  shall be
entitled to receive,  out of the assets of the Trust available for  distribution
to the Holders of the Securities after  satisfaction of the Trust's  liabilities
to creditors,  if any, cash or other  immediately  available  funds in an amount
equal to the  aggregate  of the stated  liquidation  amount of $[ ] per Security
plus accumulated and unpaid  Distributions  thereon to the date of payment (such
amount being the "Liquidation Distribution"). If, upon any such Liquidation, the
Liquidation  Distribution  can be paid  only  in  part  because  the  Trust  has
insufficient assets available to pay the aggregate  Liquidation  Distribution in
full, then the amounts payable  directly by the Trust on the Securities shall be
paid on a Pro Rata basis. The Holders of the Common Securities shall be entitled
to  receive  the  Liquidation  Distribution  Pro Rata  with the  Holders  of the
Preferred Securities,  except that if an Indenture Event of Default has occurred
and is continuing,  then the Preferred  Securities  shall have a preference over
the Common Securities with regard to the Liquidation Distribution.

         (e) After the date fixed for any distribution of Notes upon dissolution
of the Trust, (i) the Securities no longer shall be deemed to be outstanding and
(ii) the  Certificates  shall be deemed to  represent  the Notes in a  principal
amount equal to the stated liquidation amount of the Securities, bearing accrued
and  unpaid   interest  in  an  amount  equal  to  the  accumulated  and  unpaid
Distributions  on the Securities,  until such  Certificates are presented to the
Regular Trustees or agent for transfer or reissuance.

                                   ARTICLE 9

       LIMITATION OF LIABILITY OF HOLDERS OF THE SECURITIES, THE DELAWARE
                               TRUSTEE AND OTHERS

         Section 9.1 Liability.

                                      -48-
<PAGE>

         (a) Except as expressly  set forth in this  Declaration,  the Guarantee
and the terms of the Securities, the Sponsor:

                  (i)  shall  not be  personally  liable  for the  return of any
         portion of the  capital  contributions  (or any return  thereon) of the
         Holders of the  Securities  that will be made solely from assets of the
         Trust; and

                  (ii)  shall  not be  required  to pay to the  Trust  or to any
         Holder of the Securities any deficit,  upon dissolution of the Trust or
         otherwise.

         (b) Pursuant to Section  3803(a) of the Business Trust Act,  Holders of
the Securities  shall be entitled to the same  limitation of personal  liability
extended to stockholders of private  corporations for profit organized under the
General Corporation Law of the State of Delaware.

Section 9.2 Exculpation.

         (a) No Indemnified  Person shall be liable,  responsible or accountable
in  damages or  otherwise  to the Trust or to any  Covered  Person for any loss,
damage or claim  incurred by reason of any act or omission  performed or omitted
by such Indemnified  Person in good faith on behalf of the Trust and in a manner
that such Indemnified  Person reasonably  believed to be within the scope of the
authority  conferred on such  Indemnified  Person by this Declaration or by law,
except that an Indemnified  Person shall be liable for any such loss,  damage or
claim incurred by reason of such  Indemnified  Person's gross negligence (or, in
the case of the Property Trustee, negligence) or willful misconduct with respect
to such acts or omissions.

         (b) Each Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports
or  statements  presented  to  the  Trust  by  any  Person  as to  matters  such
Indemnified  Person  reasonably  believes  to  be  within  such  other  Person's
professional or expert competence and who has been selected with reasonable care
by or on  behalf of the  Trust,  including  information,  opinions,  reports  or
statements  as to the value  and  amount of the  assets,  liabilities,  profits,
losses or any other facts  pertinent to the  existence and amount of assets from
which distributions to Holders of the Securities might properly be paid.

Section 9.3 Fiduciary Duty.

         (a) To the extent that, at law or in equity, an Indemnified  Person has
duties  (including  fiduciary  duties) and liabilities  relating  thereto to the
Trust or to any other Covered  Person,  an Indemnified  Person acting under this
Declaration  shall not be liable to the Trust or to any other Covered Person for
its good faith reliance on the provisions of this Declaration. The provisions of
this Declaration, to the extent that they restrict the duties and liabilities of
an  Indemnified  Person  otherwise  existing at law or in equity (other than the
duties  imposed on the Property  Trustee  under the Trust  Indenture  Act),  are
agreed by the parties  hereto to replace  such other duties and  liabilities  of
such Indemnified Person.

         (b) Unless otherwise expressly provided herein whenever:

                                      -49-
<PAGE>

                  (i) a conflict of interest  exists or arises between a Covered
         Person and an Indemnified Person; or

                  (ii)  this  Declaration  or any other  agreement  contemplated
         herein or therein  provides that an  Indemnified  Person shall act in a
         manner that is, or provides  terms that are, fair and reasonable to the
         Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms,  considering  in each case the relative  interest of each
party (including its own interest) to such conflict,  agreement,  transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices and any applicable  generally accepted accounting
practices or principles.  In the absence of bad faith by the Indemnified Person,
the  resolution,  action or term so made,  taken or provided by the  Indemnified
Person shall not constitute a breach of this  Declaration or any other agreement
contemplated  herein or of any duty or obligation of the  Indemnified  Person at
law or in equity or otherwise.

         (c) Whenever in this Declaration an Indemnified  Person is permitted or
required to make a decision:

                  (i) in its "discretion" or under a grant of similar authority,
         the Indemnified Person shall be entitled to consider such interests and
         factors as it desires,  including its own interests,  and shall have no
         duty or  obligation  to give any  consideration  to any  interest of or
         factors affecting the Trust or any other Person; or

                  (ii) in its "good faith" or under  another  express  standard,
         the Indemnified  Person shall act under such express standard and shall
         not be  subject  to any other or  different  standard  imposed  by this
         Declaration or by applicable law.

Section 9.4 Indemnification.

         (a) To the fullest extent permitted by applicable law, the Sponsor,  in
its capacity as Notes Issuer, shall indemnify and hold harmless each Indemnified
Person from and against any loss,  damage or claim incurred by such  Indemnified
Person by reason of any act or omission performed or omitted by such Indemnified
Person in good  faith on behalf  of the Trust and in a manner  such  Indemnified
Person reasonably believed to be within the scope of authority conferred on such
Indemnified Person by this Declaration,  except that no Indemnified Person shall
be entitled to be indemnified  in respect of any loss,  damage or claim incurred
by such Indemnified Person by reason of gross negligence (or, in the case of the
Property Trustee, negligence) or willful misconduct with respect to such acts or
omissions.

         (b) The provisions of this Section 9.4 shall survive the termination of
this Declaration or the resignation or removal of any Trustee.

         (c) The Sponsor or the Trust may  purchase  and  maintain  insurance on
behalf of any Person who is or was an  Indemnified  Person against any liability
asserted against him or her and incurred by him or her in any such capacity,  or
arising out of his or her status as such,  whether or not the Sponsor would have
the power to indemnify him or her against such liability under the provisions of
this Section 9.4.

                                      -50-
<PAGE>

         (d) For purposes of this Section 9.4,  references  to "the Trust" shall
include,  in addition to the  resulting or  surviving  entity,  any  constituent
entity (including any constituent of a constituent)  absorbed in a consolidation
or  merger,  so that any Person who is or was a  director,  trustee,  officer or
employee of such constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee or agent of another
entity,  shall stand in the same position  under the  provisions of this Section
9.4 with respect to the  resulting  or surviving  entity as he or she would have
had with  respect  to such  constituent  entity if its  separate  existence  had
continued.

         (e) The  indemnification  provided  by, or granted  pursuant  to,  this
Section  9.4 shall  continue,  unless  otherwise  provided  when  authorized  or
ratified,  as to a Person who has ceased to be an  Indemnified  Person and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
Person.  The  obligation  to  indemnify  as set forth in this  Section 9.4 shall
survive  the  resignation  or removal of the  Delaware  Trustee or the  Property
Trustee or the termination of this Declaration.

Section 9.5 Outside  Businesses.  Any Covered Person, the Sponsor,  the Delaware
Trustee and the Property  Trustee  (subject to Section  6.3(c)) may engage in or
possess an interest  in other  business  ventures of any nature or  description,
independently  or with others,  similar or dissimilar  to the  activities of the
Trust,  and the Trust and the Holders of the Securities  shall have no rights by
virtue of this Declaration in and to such independent  ventures or the income or
profits  derived  therefrom,  and  the  pursuit  of any  such  venture,  even if
competitive  with the activities of the Trust,  shall not be deemed  wrongful or
improper.  Each  Covered  Person,  the  Sponsor,  the  Delaware  Trustee and the
Property Trustee shall not be obligated to present any particular  investment or
other  opportunity to the Trust even if such opportunity is of a character that,
if presented to the Trust,  could be taken by the Trust, and any Covered Person,
the Sponsor,  the Delaware Trustee and the Property Trustee shall have the right
to take for its own account  (individually  or as a partner or  fiduciary) or to
recommend to others any such  particular  investment or other  opportunity.  Any
Covered Person,  the Delaware  Trustee and the Property Trustee may engage or be
interested  in any  financial  or  other  transaction  with the  Sponsor  or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or
act on any committee or body of holders of,  securities or other  obligations of
the Sponsor or its Affiliates.

                                   ARTICLE 10

                                   ACCOUNTING

Section 10.1 Fiscal Year. The fiscal year ("Fiscal  Year") of the Trust shall be
the calendar year, or such other year as is required by the Code.

Section 10.2 Certain Accounting Matters.

         (a) At all  times  during  the  existence  of the  Trust,  the  Regular
Trustees shall keep, or shall cause to be kept,  full books of account,  records
and  supporting  documents,  which  shall  reflect  in  reasonable  detail  each
transaction  of the  Trust.  The books of  account  shall be  maintained  on the
accrual method of accounting,  in accordance with generally accepted  accounting
principles,  consistently  applied.  The Trust shall use the  accrual  method of
accounting

                                      -51-
<PAGE>

for United  States  federal  income tax  purposes.  The books of account and the
records of the Trust  shall be examined  by and  reported  upon as of the end of
each  Fiscal  Year  of the  Trust  by a firm  of  independent  certified  public
accountants selected by the Regular Trustees.

         (b) The Regular  Trustees  shall cause to be prepared and  delivered to
each Holder of  Securities,  within 90 days after the end of each Fiscal Year of
the Trust, annual financial  statements of the Trust,  including a balance sheet
of the Trust as of the end of such Fiscal Year,  and the related  statements  of
income or loss.

         (c) The Regular  Trustees shall cause to be duly prepared and delivered
to each  Holder of  Securities  an  annual  United  States  federal  income  tax
information  statement,  required by the Code,  containing such information with
regard to the Securities  held by each Holder as is required by the Code and the
Treasury  Regulations.  Notwithstanding  any right under the Code to deliver any
such statement at a later date,  the Regular  Trustees shall endeavor to deliver
all such  statements  within 30 days  after the end of each  Fiscal  Year of the
Trust.

         (d) The Regular Trustees shall cause to be duly prepared and filed with
the  appropriate  taxing  authority an annual United States  federal  income tax
return, on Form 1041 or such other form required by United States federal income
tax law, and any other annual income tax returns  required to be filed on behalf
of the Trust with any state or local taxing authority.

Section 10.3 Banking.  The Trust shall maintain one or more bank accounts in the
name and for the sole benefit of the Trust;  provided that all payments of funds
in respect of the Notes held by the Property  Trustee  shall be made directly to
the  Property  Account and no other funds of the Trust shall be deposited in the
Property Account.  The sole signatories for such accounts shall be designated by
the Regular  Trustees;  provided that the Property  Trustee shall  designate the
signatories for the Property Account.

Section 10.4  Withholding.  The Trust and the Regular Trustees shall comply with
all withholding  requirements under United States federal,  state and local law.
The Regular  Trustees  shall request,  and the Holders of the  Securities  shall
provide to the Trust,  such forms or  certificates as are necessary to establish
an exemption from  withholding with respect to each Holder of Securities and any
representations  and  forms as shall  reasonably  be  requested  by the  Regular
Trustees to assist them in  determining  the extent of, and in  fulfilling,  the
Trust's  withholding  obligations.  The Regular Trustees shall file the required
forms with applicable jurisdictions and, unless an exemption from withholding is
properly  established  by a Holder of Securities,  shall remit amounts  withheld
with respect to such Holder to applicable jurisdictions.  To the extent that the
Trust is  required to withhold  and pay over any amounts to any  authority  with
respect to distributions or allocations to any Holder of Securities,  the amount
withheld shall be deemed to be a distribution  in the amount of the  withholding
to such Holder. In the event of any claimed over withholding,  a Holder shall be
limited to an action against the applicable jurisdiction. If the amount required
to be withheld was not withheld from actual  Distributions  made,  the Trust may
reduce subsequent Distributions by the amount of such withholding.

                                      -52-
<PAGE>

                                   ARTICLE 11

                             AMENDMENTS AND MEETINGS

Section 11.1 Amendments.

         (a)  Except  as  otherwise  provided  in  this  Declaration  or by  any
applicable  terms of the Securities,  this  Declaration may be amended only by a
written instrument approved and executed by:

                  (i) the Sponsor;

                  (ii) the  Regular  Trustees  (or,  if there  are more than two
         Regular Trustees, a majority of the Regular Trustees);

                  (iii) the  Property  Trustee  (if the  amendment  affects  the
         rights,  powers,  duties,  obligations  or  immunities  of the Property
         Trustee); and

                  (iv)  the  Delaware  Trustee  (if the  amendment  affects  the
         rights,  powers,  duties,  obligations  or  immunities  of the Delaware
         Trustee).

         (b) No amendment shall be made, and any such purported  amendment shall
be void and ineffective:

                  (i)  unless,  in the  case  of  any  proposed  amendment,  the
         Property Trustee first has received an Officers'  Certificate from each
         of the Trust and the Sponsor that such  amendment is permitted  by, and
         conforms to, the terms of this Declaration  (including the terms of the
         Securities);

                  (ii)  unless,  in the  case  of any  proposed  amendment  that
         affects the rights,  powers,  duties,  obligations or immunities of the
         Property Trustee, the Property Trustee first has received:

                           (A)      an  Officers'  Certificate  from each of the
                                    Trust and the Sponsor that such amendment is
                                    permitted  by, and conforms to, the terms of
                                    this Declaration (including the terms of the
                                    Securities); and

                           (B)      an opinion of counsel  (which may be counsel
                                    to the  Sponsor  or  the  Trust)  that  such
                                    amendment is permitted  by, and conforms to,
                                    the terms of this Declaration (including the
                                    terms of the Securities); and

                  (iii) to the extent the result of such amendment would be to:

                           (A)      cause the Trust to be classified  other than
                                    as a grantor trust for United States federal
                                    income tax purposes;

                                      -53-
<PAGE>

                           (B)      reduce or  otherwise  adversely  affect  the
                                    powers   of   the   Property    Trustee   in
                                    contravention of the Trust Indenture Act; or

                           (C)      cause  the  Trust  to  be  deemed  to  be an
                                    Investment Company required to be registered
                                    under the Investment Company Act.

         (c) At such time after the Trust has issued any Securities  that remain
outstanding,  (i) any amendment that would (A) materially  adversely  affect the
powers,  preferences  or  special  rights of the  Securities,  whether by way of
amendment to this  Declaration  or  otherwise or (B) result in the  dissolution,
winding-up or  termination of the Trust other than pursuant to the terms of this
Declaration shall not be effective except with the approval of the Holders of at
least a Majority in Liquidation  Amount of the Securities,  voting together as a
single class;  provided that if any amendment or proposal  referred to in clause
(A) above would materially adversely affect only the Preferred Securities or the
Common Securities, then only the affected class will be entitled to vote on such
amendment or  proposal,  and such  amendment or proposal  shall not be effective
except with the  approval of a Majority  in  Liquidation  Amount of the class of
Securities  affected  thereby;  and (ii) any amendment that would (A) change the
amount or timing of any  Distribution  of the Securities or otherwise  adversely
affect  the  amount of any  Distribution  require  to be made in  respect of the
Securities  as of a  specified  date or (B)  restrict  the  right of a Holder of
Securities to institute suit for the  enforcement of an such payment on or after
such date shall not be  effective  except  with the  approval  of each Holder of
Securities affected thereby.

         (d) This Section  11.1 shall not be amended  without the consent of all
of the Holders of the Securities.

         (e)  Article 4 shall not be amended  without the consent of the Holders
of the Common Securities.

         (f) The rights of the Holders of the Common Securities under Articles 6
and 7 to increase or  decrease  the number of, and appoint and remove,  Trustees
shall  not be  amended  without  the  consent  of  the  Holders  of  the  Common
Securities.

         (g)  Notwithstanding  Section 11.1(c),  this Declaration may be amended
without  the  consent  of the  Holders  of the  Securities,  provided  that such
amendment does not have a material adverse effect on the rights,  preferences or
privileges of the Holders of the Securities:

                  (i) to cure any ambiguity;

                  (ii)  to  correct  or   supplement   any   provision  in  this
         Declaration  that may be  defective  or  inconsistent  with  any  other
         provision of this Declaration;

                  (iii) to add to the covenants,  restrictions or obligations of
         the Sponsor;

                  (iv) to conform  to any change in Rule 3a-5 or written  change
         in  interpretation or application of Rule 3a-5 by any legislative body,
         court, government agency or regulatory authority; or

                                      -54-
<PAGE>

                  (v) to  modify,  eliminate  and add to any  provision  of this
         Declaration  to ensure that the Trust will be  classified  as a grantor
         trust for United States  federal  income tax purposes at all times that
         any Securities are  outstanding or to ensure that the Trust will not be
         required to  register as an  Investment  Company  under the  Investment
         Company Act; provided that such  modification,  elimination or addition
         would  not  adversely  affect  in  any  material  respect  the  rights,
         privileges or preferences of any Holder of Securities.

Section  11.2  Meetings  of the  Holders  of the  Securities;  Action by Written
Consent.

         (a) Meetings of the Holders of any class of Securities may be called at
any time by the Regular Trustees (or as provided in the terms of the Securities)
to consider and act on any matter on which  Holders of such class of  Securities
are  entitled  to act  under  the  terms of this  Declaration,  the terms of the
Securities or the rules of any stock exchange on which the Preferred  Securities
are listed or admitted for trading. The Regular Trustees shall call a meeting of
the Holders of such class if directed to do so by the Holders of at least 10% in
Liquidation Amount of such class of Securities. Such direction shall be given by
delivering to the Regular Trustees a writing stating that the signing Holders of
the  Securities  wish to call a meeting and  indicating  the general or specific
purpose  for which the  meeting  is to be  called.  The Holder or Holders of the
Securities  calling a meeting  shall specify in writing the  Securities  held by
such Holder or Holders, and only those Securities specified shall be counted for
purposes of determining  whether the required percentage set forth in the second
sentence of this paragraph has been met.

         (b)  Except  to the  extent  otherwise  provided  in the  terms  of the
Securities,  the following  provisions shall apply to meetings of the Holders of
the Securities:

                  (i)  Notice  of any  such  meeting  shall  be given to all the
         Holders of the Securities having a right to vote thereat at least seven
         days  and not  more  than  60 days  before  the  date of such  meeting.
         Whenever a vote,  consent or approval of the Holders of the  Securities
         is permitted  or required  under this  Declaration  or the rules of any
         stock exchange on which the Preferred Securities are listed or admitted
         for trading,  such vote,  consent or approval may be given at a meeting
         of the  Holders of the  Securities.  Any action  that may be taken at a
         meeting of the Holders of the Securities may be taken without a meeting
         and  without  prior  notice if a consent in writing  setting  forth the
         action so taken is signed by the Holders of the  Securities  owning not
         less than the minimum amount of Securities in  liquidation  amount that
         would be  necessary  to  authorize  or take such action at a meeting at
         which all Holders of the Securities having a right to vote thereon were
         present and  voting.  Prompt  notice of the taking of action  without a
         meeting  shall be given to the  Holders of the  Securities  entitled to
         vote who have not  consented  in  writing.  The  Regular  Trustees  may
         specify  that  any  written  ballot  submitted  to the  Holders  of the
         Securities for the purpose of taking any action without a meeting shall
         be  returned  to the Trust  within the time  specified  by the  Regular
         Trustees.

                  (ii) Each Holder of the Securities may authorize any Person to
         act for it by  proxy on any or all  matters  in which  such  Holder  is
         entitled to participate,  including  waiving notice of any meeting,  or
         voting or participating at a meeting. No proxy shall be valid after the
         expiration of 11 months from the date thereof unless otherwise provided
         in the proxy.  Every proxy shall be  revocable  at the  pleasure of the
         Holder of Securities

                                      -55-
<PAGE>

         executing such proxy.  Except as otherwise provided herein, all matters
         relating to the giving, voting or validity of proxies shall be governed
         by the General  Corporation  Law of the State of  Delaware  relating to
         proxies, and judicial interpretations  thereunder, as if the Trust were
         a  Delaware   corporation  and  the  Holders  of  the  Securities  were
         stockholders of a Delaware corporation.

                  (iii) Each meeting of the Holders of the  Securities  shall be
         conducted  by the  Regular  Trustees  or by such other  Person that the
         Regular Trustees may designate.

                  (iv) Unless the  Business  Trust Act,  this  Declaration,  the
         terms of the  Securities,  the Trust Indenture Act or the listing rules
         of any stock exchange on which the Preferred Securities are then listed
         for trading otherwise  provides,  the Regular  Trustees,  in their sole
         discretion,  shall establish all other provisions  relating to meetings
         of Holders of the Securities,  including  notice of the time,  place or
         purpose  of any  meeting  at which any  matter is to be voted on by any
         Holders of the Securities, waiver of any such notice, action by consent
         without a meeting without prior notice,  the  establishment of a record
         date,  quorum  requirements,  voting in person or by proxy or any other
         matter with respect to the exercise of any such right to vote.

                                   ARTICLE 12

                     REPRESENTATIONS OF THE PROPERTY TRUSTEE
                            AND THE DELAWARE TRUSTEE

Section 12.1 Representations and Warranties of the Property Trustee. The initial
Property Trustee  represents and warrants to the Trust and to the Sponsor at the
date of this  Declaration,  and each Successor  Property Trustee  represents and
warrants  to the Trust and the  Sponsor at the time of such  Successor  Property
Trustee's acceptance of its appointment as Property Trustee, that:

         (a)  the  Property   Trustee  is  a  corporation  or  national  banking
association duly organized, validly existing and in good standing under the laws
of the jurisdiction of its  incorporation or organization,  with trust power and
authority to execute and deliver,  and to carry out and perform its  obligations
under the terms of, this Declaration;

         (b) the  Property  Trustee  satisfies  the  requirements  set  forth in
Section 6.3(a);

         (c) the execution,  delivery and performance by the Property Trustee of
this Declaration have been duly authorized by all necessary  corporate action on
the part of the Property  Trustee;  this  Declaration has been duly executed and
delivered by the Property Trustee, and it constitutes a legal, valid and binding
obligation of the Property  Trustee,  enforceable  against it in accordance with
its  terms,  subject  to  applicable  bankruptcy,  reorganization,   moratorium,
insolvency and other similar laws affecting  creditors'  rights generally and to
general  principles  of equity and the  discretion of the court  (regardless  of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law);

         (d) the execution,  delivery and performance of this Declaration by the
Property  Trustee do not conflict with, nor constitute a breach of, the articles
of  association or

                                      -56-
<PAGE>

incorporation,   as  the  case  may  be,  or  the  by-laws  (or  other   similar
organizational documents) of the Property Trustee; and

         (e) no consent,  approval or authorization  of, or registration with or
notice to, any state or federal banking  authority is required for the execution
delivery or performance by the Property Trustee of this Declaration.

Section 12.2 Representations and Warranties of the Delaware Trustee. The initial
Delaware Trustee  represents and warrants to the Trust and to the Sponsor at the
date of this  Declaration,  and each Successor  Delaware Trustee  represents and
warrants  to the Trust and the  Sponsor at the time of such  Successor  Delaware
Trustee's acceptance of its appointment as Delaware Trustee, that:

         (a) the  Delaware  Trustee  satisfies  the  requirements  set  forth in
Section 6.2 and has the power and authority to execute and deliver, and to carry
out and perform its obligations  under the terms of, this Declaration and, if it
is not a natural person,  is a corporation duly organized,  validly existing and
in  good  standing  under  the  laws of its  jurisdiction  of  incorporation  or
organization;

         (b) the Delaware Trustee has been authorized to perform its obligations
under  the  Certificate  of Trust  and this  Declaration;  and this  Declaration
constitutes a legal,  valid and binding obligation of the Delaware Trustee under
Delaware law,  enforceable  against it in  accordance  with its terms subject to
applicable bankruptcy, reorganization,  moratorium, insolvency and other similar
laws affecting  creditors' rights generally and to general  principles of equity
and the discretion of the court  (regardless of whether the  enforcement of such
remedies is considered in a proceeding in equity or at law); and

         (c) no consent,  approval or authorization  of, or registration with or
notice to, any state or federal banking authority is required for the execution,
delivery or performance by the Delaware Trustee of this Declaration.

                                   ARTICLE 13

                                 MISCELLANEOUS

Section 13.1 Notices.  All notices provided for in this Declaration  shall be in
writing,  duly signed by the party giving such notice,  and shall be  delivered,
telecopied or mailed by registered or certified mail, as follows:

         (a) if given  to the  Trust,  in care of the  Regular  Trustees  at the
Trust's  mailing address set forth below (or such other address as the Trust may
give notice of to the Property Trustee,  the Delaware Trustee and the Holders of
the Securities):

                           IM Capital Trust I
                           745 Atlantic Avenue
                           Boston, Massachusetts  02111
                           Attention:  [John P. Lawrence]
                           Telephone No:  (617) 535-4766
                           Fax No:  (617) 350-7881

                                      -57-
<PAGE>

         (b) if given to the Delaware Trustee,  at the mailing address set forth
below (or such other  address as the Delaware  Trustee may give notice of to the
Regular Trustees, the Property Trustee and the Holders of the Securities):

                           [The Bank of New York (Delaware)]
                           [                                   ]
                           [                                   ]
                           [                                   ]
                           Attention: [                        ]
                           Telephone No: [(    )              ]
                           Fax No: [(    )                     ]

         (c) if given to the Property  Trustee,  at its  Corporate  Trust Office
(telephone  no. [( ) ] and fax no. [( ) ] (or such other address as the Property
Trustee may give notice of to the Regular Trustees, the Delaware Trustee and the
Holders of the Securities);

         (d) if given to the  Holders of the Common  Securities,  at the mailing
address of the Sponsor set forth below (or such other  address as the Holders of
the Common Securities may give notice of to the Property  Trustee,  the Delaware
Trustee and the Trust):

                           Iron Mountain Incorporated
                           745 Atlantic Avenue
                           Boston, Massachusetts  02111
                           Attention:  General Counsel
                           Telephone No:  (617) 535-4766
                           Fax No: (617) 350-7881

         (e) if given to any Holder of Preferred  Securities,  at such  Holder's
address as set forth in the register of the Trust.

         All such  notices  shall be deemed to have been given when  received in
person, telecopied with receipt confirmed or mailed by first class mail, postage
prepaid, except that if a notice or other document is refused delivery or cannot
be  delivered  because of a changed  address of which no notice was given,  such
notice or other  document  shall be deemed to have been delivered on the date of
such refusal or inability to deliver.

Section  13.2  Governing  Law.  This  Declaration  and the rights of the parties
hereunder  shall be governed by and  interpreted in accordance  with the laws of
the State of Delaware, without regard to principles of conflicts of laws.

Section 13.3 Intention of the Parties. It is the intention of the parties hereto
that the Trust be classified  for United States federal income tax purposes as a
grantor  trust.  The  provisions of this  Declaration  shall be interpreted in a
manner consistent with such classification.

                                      -58-
<PAGE>

Section 13.4 Headings.  The headings  contained in this Declaration are inserted
for convenience of reference only and do not affect the  interpretation  of this
Declaration or any provision hereof.

Section 13.5  Successors and Assigns.  Whenever in this  Declaration  any of the
parties hereto is named or referred to, the successors and assigns of such party
shall be  deemed  to be  included,  and all  covenants  and  agreements  in this
Declaration  by the Sponsor and the Trustee  shall bind and inure to the benefit
of their respective successors and assigns, whether so expressed.

Section 13.6 Partial Enforceability. If any provision of this Declaration or the
application of such provision to any Person or circumstance is held invalid, the
remainder of this  Declaration,  or the application of such provision to persons
or  circumstances  other  than those to which it is held  invalid,  shall not be
affected thereby.

Section  13.7   Counterparts.   This  Declaration  may  contain  more  than  one
counterpart of the signature  page, and this  Declaration may be executed by the
affixing of the  signature  of each of the  Trustees to one of such  counterpart
signature pages.  All such  counterpart  signature pages shall be read as though
one,  and they shall have the same force and effect as though all of the signers
had signed a single signature page.

Section  13.8  Waiver of Jury Trial.  Each of the  Sponsor,  the Trust,  and the
Trustees  hereby  irrevocably   waives,  to  the  fullest  extent  permitted  by
applicable  law,  any and all  right to trial  by jury in any  legal  proceeding
arising  out  of  or  relating  to  this  Declaration,  the  Securities  or  the
transactions contemplated hereby.

                                      -59-
<PAGE>



         IN WITNESS  WHEREOF,  the undersigned  have caused these presents to be
executed as of the day and year first above written.

                                    IRON MOUNTAIN INCORPORATED,
                                    as Sponsor and Notes Issuer


                                    By:

                                    Name:    [John P. Lawrence]
                                    Title:   [Vice President and Treasurer]

                                    [THE BANK OF NEW YORK],
                                    as Property Trustee


                                    By:

                                    Name:
                                    Title:

                                    [THE BANK OF NEW YORK (DELAWARE)],
                                    as Delaware Trustee


                                    By:

                                    Name:
                                    Title:



                                    [John P. Lawrence], as Regular Trustee



                                    [                   ], as Regular Trustee



                                    [                   ], as Regular Trustee



[Signature  page for Amended  and  Restated  Declaration  of Trust of IM Capital
Trust I]


                                      -60-
<PAGE>
                                                                       EXHIBIT A

                    FORM OF PREFERRED SECURITIES CERTIFICATE

         [IF THE PREFERRED SECURITY IS TO BE A GLOBAL SECURITY,  INSERT A LEGEND
SUBSTANTIALLY  TO THE  FOLLOWING  EFFECT:  This  Preferred  Security is a Global
Security within the meaning of the Amended and Restated  Declaration of Trust of
IM CAPITAL TRUST I hereinafter  referred to and is registered in the name of The
Depository  Trust  Company,  a New York  corporation  (the  "Depositary"),  or a
nominee of the Depositary. This Preferred Security is exchangeable for Preferred
Securities  registered in the name of a person other than the  Depositary or its
nominee only in the limited circumstances  described in the Amended and Restated
Declaration  of Trust of IM Capital  Trust I, and no transfer of this  Preferred
Security  (other  than a transfer of this  Preferred  Security as a whole by the
Depositary to a nominee of the  Depositary or by a nominee of the  Depositary to
the Depositary or another nominee of the  Depositary) may be registered,  except
in limited circumstances.

         Unless  this  Preferred   Security   Certificate  is  presented  by  an
authorized  representative  of the  Depositary  to the  issuer  or its agent for
registration  of  transfer,  exchange or  payment,  and any  Preferred  Security
Certificate issued is registered in the name of Cede & Co. or such other name as
registered by an authorized  representative  of the Depositary  (and any payment
hereon  is made to Cede & Co. or to such  other  entity  as is  requested  by an
authorized  representative of the Depositary),  and except as otherwise provided
in the Amended and Restated  Declaration of Trust of IM Capital Trust I dated as
of [ , ], ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL, since the registered owner hereof, Cede & Co., has an
interest herein.]




Certificate No. __________          Number of Preferred Securities: ___________
CUSIP No. ________________          Aggregate Liquidation Amount: $____________



                   Certificate Evidencing Preferred Securities
                                       of
                               IM Capital Trust I

                              Preferred Securities
                (liquidation amount $[ ] per Preferred Security)

         IM Capital Trust I, a statutory  business  trust created under the laws
of the State of Delaware (the "Trust"),  hereby certifies that [__________] (the
"Holder") is the  registered  owner of ____  preferred  securities  of the Trust
representing   undivided  beneficial  interests  in  the  assets

                                      A-1
<PAGE>

of the Trust designated the Preferred  Securities  (liquidation  amount $[ ] per
Preferred Security) (the "Preferred  Securities").  The Preferred Securities are
transferable  on the  register of the Trust,  in person or by a duly  authorized
attorney,  upon surrender of this  certificate  duly endorsed and in proper form
for transfer as provided in the Declaration (as defined below).  The designation
rights, privileges, restrictions,  preferences and other terms and provisions of
the Preferred Securities  represented hereby are issued and shall in all respect
be subject to the provisions of the Amended and Restated Declaration of Trust of
the Trust,  dated as of [ , ] (as the same may be amended from time to time (the
"Declaration")),   among  Iron  Mountain  Incorporated,  as  Sponsor,  [John  P.
Lawrence][,  and ], as Regular  Trustees,  [The Bank of New York],  as  Property
Trustee, [The Bank of New York (Delaware)], as Delaware Trustee, and the holders
from time to time, of undivided  beneficial ownership interests in the assets of
the Trust.  Capitalized terms used herein but not defined shall have the meaning
given them in the  Declaration.  The Holder is entitled  to the  benefits of the
Guarantee Agreement,  dated as of [ , ], as the same may be amended from time to
time, of Iron Mountain Incorporated, in respect of the Preferred Securities. The
Sponsor will provide a copy of the Declaration,  the Guarantee and the Indenture
to a Holder without charge upon written  request to the Sponsor at its principal
place of business.

         Upon receipt of this  certificate,  the Holder is bound by the terms of
the Declaration and is entitled to the benefits thereunder.

         By  acceptance,  the Holder agrees to treat,  for United States federal
income tax purposes,  the Notes as indebtedness of the Sponsor and the Preferred
Securities as evidence of undivided beneficial ownership interests in the Notes.

         IN WITNESS  WHEREOF,  the Trust has executed this  certificate this [ ]
day of [ , ].


                                    IM CAPITAL TRUST I



                                    By:
                                       -----------------------------------
                                    [John P. Lawrence], as Regular Trustee





         This  is one  of the  Securities  referred  to in the  within-mentioned
Declaration.

                                    [THE BANK OF NEW YORK], as
                                    Property Trustee


                                      A-2
<PAGE>
                                    By:
                                       ---------------------------------------
                                    Title:
                                          ------------------------------------




                                      A-3
<PAGE>
                                                                       EXHIBIT B

                      FORM OF COMMON SECURITIES CERTIFICATE

 THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE DECLARATION
(AS DEFINED BELOW)

Certificate No.______                      Number of Common Securities: _______
                                           Aggregate Liquidation Amount: $______



                    Certificate Evidencing Common Securities
                                       of
                               IM Capital Trust I

                                Common Securities
                  (liquidation amount $[ ] per Common Security)

                  IM Capital Trust I, a statutory  business  trust created under
the  laws  of the  State  of  Delaware  (the  "Trust"),  hereby  certifies  that
_________________________   (the   "Holder")   is  the   registered   owner   of
_________________  common  securities  of the Trust  representing  an  undivided
beneficial  interest in the assets of the Trust designated the Common Securities
(liquidation amount $[ ] per Common Security) (the "Common Securities").  Except
as provided in the Declaration (as defined below), the Common Securities are not
transferable, and any attempted transfer thereof shall be void. The designation,
rights, privileges, restrictions,  preferences and other terms and provisions of
the Common Securities represented hereby are issued and shall in all respects be
subject to the  provisions of the Amended and Restated  Declaration  of Trust of
the Trust, dated as of [ , ], (as the same may be amended from time to time, the
"Declaration")),   among  Iron  Mountain  Incorporated,  as  Sponsor,  [John  P.
Lawrence][,  and ], as Regular  Trustees,  [The Bank of New York],  as  Property
Trustee,  [The  Bank of New  York  (Delaware)],  as  Delaware  Trustee,  and the
holders,  from time to time, of undivided  beneficial ownership interests in the
assets of the Trust.  The Sponsor will provide a copy of the Declaration and the
Indenture to the Holder  without  charge upon written  request to the Sponsor at
its principal place of business.

                  Upon receipt of this  certificate,  the Holder is bound by the
terms of the Declaration and is entitled to the benefits thereunder.

                  By acceptance,  the Holder agrees to treat,  for United States
federal income tax purposes,  the Notes as  indebtedness  of the Sponsor and the
Common Securities as evidence of an undivided  beneficial  ownership interest in
the Notes.


                                      B-1
<PAGE>



         IN WITNESS  WHEREOF,  the Trust has executed this  certificate this [ ]
day of [ , ].

                                          IM CAPITAL TRUST I


                                          By:
                                             -----------------------------------
                                          [John P. Lawrence], as Regular Trustee

                                      B-2