S-3

    As filed with the Securities and Exchange Commission on December 13, 2001
                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


  IRON MOUNTAIN INCORPORATED          Pennsylvania               23-2588479
       IM CAPITAL TRUST I               Delaware           [Application Pending]
(Exact name of registrant as        (State or other          (I.R.S. Employer
  specified in its charter)         jurisdiction of          Identification No.)
                                     incorporation
                                    or organization)

                745 Atlantic Avenue, Boston, Massachusetts 02111

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                     C. RICHARD REESE                       Copy to:
           Chairman of the Board of Directors        WILLIAM J. CURRY, ESQ.
              and Chief Executive  Officer          Sullivan & Worcester LLP
                    745 Atlantic Avenue              One Post Office Square
                Boston, Massachusetts 02111        Boston, Massachusetts 02109
                      (617) 535-4766                    (617) 338-2800

(Name, address,  including zip code, and telephone number,  including area code,
of agent for service)

   Approximate date of commencement of proposed sale to the public: From time to
time after the effective  date of this  registration  statement as determined in
light of market conditions and other factors.

         If the only securities  being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the box. / /

         If any of the  securities  being  registered  on  this  form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933,  other than  securities  offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering.  / /

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.  / /

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box.  / /










                                          CALCULATION OF REGISTRATION FEE

==================================================================================================================
                                                      Proposed Maximum      Proposed Maximum
    Title of Each Class of          Amount to be     Offering Price Per    Aggregate Offering         Amount of
Securities to be Registered(1)     Registered(2)         Unit(2)(3)        Price(1)(2)(3)(4)      Registration Fee
- ------------------------------------------------------------------------------------------------------------------
                                                                                          

Debt Securities of Iron
Mountain(5)(9)
- ------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value
per share, of Iron
Mountain(6)(9)
- ------------------------------------------------------------------------------------------------------------------
Preferred Stock, $0.01 par
value per share, of Iron
Mountain(7)(9)
- ------------------------------------------------------------------------------------------------------------------
Depositary Shares Representing
Preferred Stock of Iron
Mountain(8)(9)
- ------------------------------------------------------------------------------------------------------------------
Warrants of Iron Mountain(10)
- ------------------------------------------------------------------------------------------------------------------
Stock Purchase Contracts of
Iron Mountain(11)
- ------------------------------------------------------------------------------------------------------------------
Stock Purchase Units of Iron
Mountain(12)
- ------------------------------------------------------------------------------------------------------------------
Trust Preferred Securities of
IM Capital Trust I(13)
- ------------------------------------------------------------------------------------------------------------------
Guarantees of Trust Preferred
Securities of IM Capital Trust
I by Iron Mountain(14)
- ------------------------------------------------------------------------------------------------------------------
Guarantees of Debt Securities
of Iron Mountain(15)
==================================================================================================================

Total                            $435,000,000(1)(16)        100%          $435,000,000(1)(16)       $108,750(17)
==================================================================================================================



(1)  In no event will the aggregate  initial offering price of all securities  issued from time to time pursuant to
     the prospectus  contained in this registration  statement exceed $500,000,000 or the equivalent thereof in one
     or more foreign  currencies,  foreign currency units or composite  currencies.  The aggregate amount of common
     stock of Iron  Mountain  registered  hereunder  is further  limited to that  which is  permissible  under Rule
     415(a)(4)  under the  Securities  Act of 1933, as amended.  The  securities  registered  hereunder may be sold
     separately,  together or as units with other securities registered hereunder.  There are also being registered
     hereunder  contracts that may be issued by the  registrants  under which the  counterparty  may be required to
     purchase or sell the other  securities  registered  hereunder.  These  contracts would be issued together with
     securities registered hereunder.  There are also being registered hereunder an indeterminate  principal amount
     of the  securities  as may be issuable  upon  conversion or exchange of debt  securities,  preferred  stock or
     warrants or pursuant to antidilution  provisions  thereof.  These are also being  registered an  indeterminate
     principal amount of guarantees of debt securities by the Guarantors (as defined herein).

(2)  Not required to be included in accordance with General  Instruction II.D. of Form S-3 under the Securities Act
     of 1933.

(3)  The proposed  maximum  offering price per unit and the aggregate  offering price per class of security will be
     determined  from time to time by Iron  Mountain in  connection  with the  issuance by the  registrants  of the
     securities registered hereunder.

(4)  Estimated solely for purposes of determining the registration fee pursuant to Rule 457(o) under the Securities
     Act of 1933.

(5)  Subject to Note (1) above, there is being registered  hereunder an indeterminate  amount of debt securities of
     Iron  Mountain as may be sold,  from time to time.  If any debt  securities  are issued at an  original  issue
     discount,  then the  offering  price  shall be in such  greater  principal  amount as shall  not  result in an
     aggregate  initial  offering price  exceeding  $500,000,000  or the equivalent  thereof in one or more foreign
     currencies,  foreign  currency  units or composite  currencies.  Debt  securities may be issued and sold to IM
     Capital Trust I in which event such debt securities may later be distributed to the holders of trust preferred
     securities of IM Capital Trust I in certain  circumstances  including upon a dissolution of IM Capital Trust I
     and the distribution of its assets.

(6)  Subject to Note (1) above, there is being registered hereunder an indeterminate amount of common stock of



     Iron Mountain as may be sold from time to time.

(7)  Subject to Note (1) above, there is being registered  hereunder an indeterminate  amount of preferred stock of
     Iron Mountain as may be sold from time to time.

(8)  Subject to Note (1) above there is being  registered  hereunder an indeterminate  amount of depositary  shares
     representing preferred stock of Iron Mountain as may be sold from time to time.

(9)  Subject to Note (1) above,  there is being registered  hereunder an  indeterminate  amount of debt securities,
     common stock,  preferred stock and depositary shares of Iron Mountain, as shall be issuable upon conversion or
     redemption of debt securities,  common stock,  preferred stock or depositary  shares of Iron Mountain,  as the
     case may be, or upon the  exercise of warrants or upon  settlement  of the stock  purchase  contracts  of Iron
     Mountain registered hereunder.

(10) Subject to Note (1) above,  there is being registered  hereunder an  indeterminate  amount of warrants of Iron
     Mountain,  representing  rights to purchase certain of the debt securities,  common stock,  preferred stock or
     depositary shares of Iron Mountain registered hereunder.

(11) Subject to Note (1) above,  there is being  registered  hereunder an  indeterminate  amount of stock  purchase
     contracts of Iron Mountain as may be sold from time to time.

(12) Subject to Note (1) above, there is being registered hereunder an indeterminate number of stock purchase units
     of Iron Mountain as may be sold from time to time.  Each stock  purchase unit consists of (a) a stock purchase
     contract,  under which the holder, upon settlement,  will purchase an indeterminate number of shares of common
     stock of Iron Mountain and (b) a beneficial interest in either trust preferred  securities of IM Capital Trust
     I or debt obligations of third parties,  including U.S. treasury securities.  Each beneficial interest will be
     pledged to secure  the  obligation  of such  holder to  purchase  such  shares of common  stock.  No  separate
     consideration will be received for the stock purchase contracts.

(13) Subject to Note (1) above,  there is being  registered  hereunder an  indeterminate  amount of trust preferred
     securities of IM Capital Trust I as may be sold from time to time.

(14) Subject to Note (1) above, there is being registered  hereunder all guarantees and other obligations that Iron
     Mountain  may have with respect to trust  preferred  securities  that may be issued by IM Capital  Trust I. No
     separate consideration will be received for the guarantees or any other such obligations.

(15) Subject to Note (1) above,  there is being  registered  hereunder all  guarantees and other  obligations  that
     certain of Iron  Mountain's  subsidiaries  may have with respect to debt securities that may be issued by Iron
     Mountain. No separate consideration will be received for the guarantees or another other such obligations.

(16) Pursuant to Rule 429 under the Securities  Act of 1933, in addition to the  $435,000,000  aggregate  amount of
     securities being registered under this registration statement, the combined prospectuses contained herein will
     also  relate to  $65,000,000  aggregate  amount of  securities  previously  registered  under Iron  Mountain's
     registration  statement  on Form S-3  (Registration  No.  333-54030)  initially  filed on January 19, 2001 and
     remaining unsold, for which a registration fee in the amount of $16,250 was paid.

(17) Calculated  pursuant to Rule 457(o) of the rules and  regulations  under the  Securities  Act of 1933, and not
     including  the filing fee of $16,250  previously  paid in respect of  $65,000,000  aggregate  amount of unsold
     securities being carried forward from Iron Mountain's  registration  statement on Form S-3  (Registration  No.
     333-54030) pursuant to Rule 429.



         The registrants  hereby amend this registration  statement on such date
or dates as may be necessary to delay its effective  date until the  registrants
shall file a further amendment which specifically  states that this registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933 or until this  registration  statement  shall become
effective on such date as the SEC,  acting  pursuant to said Section  8(a),  may
determine.

         PURSUANT  TO  RULE  429(A)  UNDER  THE  SECURITIES  ACT  OF  1933,  THE
PROSPECTUSES  CONTAINED IN THIS REGISTRATION STATEMENT ARE COMBINED PROSPECTUSES
AND RELATE TO SECURITIES  REGISTERED UNDER THIS  REGISTRATION  STATEMENT AND THE
SECURITIES  REGISTERED AND REMAINING  UNSOLD UNDER IRON MOUNTAIN'S


REGISTRATION  STATEMENT  ON FORM S-3 (FILE  NO.  333-54030)  INITIALLY  FILED ON
JANUARY 19, 2001 AND DECLARED  EFFECTIVE  ON JANUARY 31, 2001.  PURSUANT TO RULE
429(B) THIS REGISTRATION STATEMENT, WHICH IS A NEW REGISTRATION STATEMENT, SHALL
ACT, UPON EFFECTIVENESS,  AS A POST-EFFECTIVE AMENDMENT NO. 1 TO IRON MOUNTAIN'S
REGISTRATION  STATEMENT  ON FORM S-3 (FILE  NO.  333-54030).  IN THE EVENT  THAT
SECURITIES PREVIOUSLY REGISTERED UNDER IRON MOUNTAIN'S REGISTRATION STATEMENT ON
FORM S-3 (FILE NO.  333-54030)  ARE OFFERED AND SOLD PRIOR TO THE EFFECTIVE DATE
OF  THIS  REGISTRATION  STATEMENT,  THE  AMOUNT  OF SUCH  PREVIOUSLY  REGISTERED
SECURITIES SO SOLD WILL NOT BE INCLUDED IN THE PROSPECTUSES HEREUNDER.

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

                                EXPLANATORY NOTE

         This  registration  statement  consists  of two  separate  prospectuses
covering:

         (1)  debt  securities,   guarantees,  common  stock,  preferred  stock,
depositary shares,  warrants,  stock purchase contracts and stock purchase units
of Iron  Mountain  and trust  preferred  securities  of IM Capital  Trust I, and
guarantees  thereof by Iron  Mountain,  to be  offered  from time to time by the
registrants; and

         (2) common  stock of Iron  Mountain to be issued  under a direct  stock
purchase plan of Iron Mountain.

    The  information in this  prospectus is not complete and may be changed.  We
may not sell these securities  until the  registration  statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.


    PRELIMINARY PROSPECTUS
                              Subject to Completion
                 Preliminary Prospectus Dated December 13, 2001

                                  $500,000,000
                           Iron Mountain Incorporated

              Debt Securities, Preferred Stock, Depositary Shares,
                            Common Stock and Warrants
                             ----------------------

     We may from time to time offer:

     o    debt securities;

     o    shares of our preferred stock;

     o    fractional  shares of our  preferred  stock in the form of  depositary
          shares;

     o    shares of our common stock;

     o    warrants to purchase any of these securities; or

     o    stock purchase contracts.

     The securities we offer will have an aggregate  public offering price of up
to $500,000,000. These securities may be offered and sold separately or together
in units with other securities described in this prospectus.

     In connection with the debt  securities,  substantially  all of our present
and future wholly owned domestic subsidiaries may, on a joint and several basis,
offer  full and  unconditional  guarantees  of our  obligations  under  the debt
securities.

     IM Capital Trust I may, from time to time, offer trust preferred securities
which will be fully and unconditionally  guaranteed by us. Our guarantees may be
senior or subordinated.  The trust preferred  securities may be offered and sold
separately  or  together  in  units  with  other  securities  described  in this
prospectus.

     We and IM Capital Trust I will indicate the particular  securities we offer
and their  specific  terms in a supplement to this  prospectus.  In each case we
would  describe the type and amount of securities  we are offering,  the initial
public offering price and the other terms of the offering.

     Our common stock is listed on the New York Stock  Exchange under the symbol
"IRM." We will  make  applications  to list any  shares  of  common  stock  sold
pursuant to a supplement to this  prospectus on the NYSE. We have not determined
whether we will list any of the other securities we may offer on any exchange or
over-the-counter  market.  If we decide to seek listing of any  securities,  the
supplement will disclose the exchange or market.

     Investing in our securities involves risks. See "Risk Factors" beginning on
page 2.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

    Our and IM Capital  Trust I's  principal  place of business is 745  Atlantic
Avenue,  Boston,  Massachusetts 02111 and our and IM Capital Trust I's telephone
number is (617) 535-4766.

               The date of this prospectus is __________ __, 2001.




                                TABLE OF CONTENTS

                                                                            Page
About This Prospectus......................................................  (i)
Cautionary Note Regarding Forward-Looking Statements....................... (ii)
Our Company................................................................   1
IM Capital Trust...........................................................   1
Risk Factors...............................................................   2
Ratio of Earnings to Fixed Charges.........................................   7
Use of Proceeds............................................................   8
Description of Our Debt Securities.........................................   8
Description of Our Capital Stock...........................................  15
Description of Our Depositary Shares.......................................  17
Description of Our Warrants................................................  20
Description of the Stock Purchase Contracts and the Stock Purchase Units...  21
Description of the Trust Preferred Securities..............................  22
Description of the Trust Preferred Securities Guarantee....................  23
Relationship Among the Debt Securities, the Trust Preferred Securities
       and the Trust Preferred Securities Guarantee........................  26
Description of Certain Provisions of Pennsylvania Law and Our
       Articles of Incorporation and Bylaws................................  28
Plan of Distribution.......................................................  30
Validity of the Offered Securities.........................................  30
Experts....................................................................  31
Where You Can Find More Information........................................  31
Documents Incorporated By Reference........................................  31

                              ABOUT THIS PROSPECTUS

    This  prospectus  is part of a  registration  statement  we  filed  with the
Securities and Exchange  Commission,  or the SEC,  using a "shelf"  registration
process. Under this shelf process, we may sell any combination of the securities
described  in this  prospectus  in one or more  offerings  up to a total  dollar
amount of proceeds of  $500,000,000  or the  equivalent  denominated  in foreign
currency.  This  prospectus  provides  you  with a  general  description  of the
securities  we may  offer.  Each  time we sell  securities,  we will  provide  a
prospectus  supplement  containing specific  information about the terms of that
offering.  The prospectus supplement may also add, update, or change information
contained  in this  prospectus.  You should  read both this  prospectus  and any
prospectus supplement,  together with additional information described under the
heading "Where You Can Find More  Information"  and "Documents  Incorporated  By
Reference."

    We have not  included,  or  incorporated  by reference,  separate  financial
statements of IM Capital Trust I in this  prospectus.  Neither we nor IM Capital
Trust I consider  these  financial  statements  material to holders of the trust
preferred securities because:

     o    IM Capital Trust is a special purpose entity;

     o    IM Capital  Trust does not have any operating  history or  independent
          operations; and

     o    IM  Capital  Trust is not  engaged  in,  nor will it  engage  in,  any
          activity   other  than  issuing  trust   preferred  and  trust  common
          securities,  investing in and holding our debt securities and engaging
          in related activities.

    Furthermore,  the combination of our obligations  under our debt securities,
the  associated  indentures,  IM Capital  Trust's  declaration  of trust and our
related  guarantees  provide a full and  unconditional  guarantee of payments of
distributions  and other  amounts  due on the  trust  preferred  securities.  In
addition,  we do not expect that IM Capital Trust will file reports with the SEC
under the Securities Exchange Act of 1934, as amended.

                                      (i)


    You  should  rely  only on the  information  incorporated  by  reference  or
provided  in this  document  and any  prospectus  supplement.  Neither we nor IM
Capital  Trust  have  authorized  anyone  else to  provide  you  with  different
information.  Neither  we nor IM  Capital  Trust  are  making  an offer of these
securities in any jurisdiction where it is unlawful. If anyone provides you with
different or inconsistent information, you should not rely on it. You should not
assume that the  information in this prospectus is accurate as of any date other
than the date on the front of this document.

    References  in this  prospectus  to the terms  "we,"  "our" or "us" or other
similar terms mean Iron Mountain Incorporated and its consolidated subsidiaries,
unless we state otherwise or the context indicates otherwise. References in this
prospectus to "IM Capital Trust" means IM Capital Trust I.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    We have made and incorporated by reference  statements in this document that
constitute  "forward-looking  statements" as that term is defined in the federal
securities  laws.  These  forward-looking  statements  concern  our  operations,
economic performance and financial condition. The forward-looking statements are
subject to various known and unknown  risks,  uncertainties  and other  factors.
When we use words such as "believes," "expects,"  "anticipates,"  "estimates" or
similar expressions, we are making forward-looking statements.

    Although  we  believe  that  our  forward-looking  statements  are  based on
reasonable  assumptions,  our  expected  results may not be achieved  and actual
results may differ  materially  from our  expectations.  Important  factors that
could cause actual results to differ from  expectations  include,  among others,
those set forth below. For a more detailed  discussion of some of these factors,
please read carefully the information under "Risk Factors" beginning on page 2.

     o    difficulties related to the integration of acquisitions generally and,
          more  specifically,  the  integration  of our  operations and those of
          Pierce Leahy Corp.;

     o    unanticipated costs as a result of our acquisition of Pierce Leahy;

     o    the uncertainties related to international expansion and operations;

     o    the  uncertainties  related  to  expansion  into  digital  businesses,
          including  the timing of  introduction  and market  acceptance  of the
          Company's products and services;

     o    rapid and significant changes in technology;

     o    the cost and availability of appropriate storage facilities;

     o    changes in customer preferences and demand for our services;

     o    our  significant   indebtedness  and  the  cost  and  availability  of
          financing for contemplated growth; and

     o    other general economic and business conditions.

    These cautionary  statements should not be construed by you to be exhaustive
and they are made only as of the date of this prospectus.  You should read these
cautionary  statements  as being  applicable to all  forward-looking  statements
wherever  they  appear.  We  assume  no  obligation  to  update  or  revise  the
forward-looking  statements  or to update the reasons why actual  results  could
differ from those projected in the forward-looking statements.

                                      (ii)



                                   OUR COMPANY

    We are the leader in records and information  management services. We are an
international,  full-service provider of records and information  management and
related  services,  enabling  customers to outsource these functions.  We have a
diversified  customer base, which includes more than half of the Fortune 500 and
numerous  commercial,   legal,  banking,  healthcare,   accounting,   insurance,
entertainment  and government  organizations.  We provide  storage for all major
media, including paper, which is the dominant form of records storage,  magnetic
media,  including  computer tapes,  microfilm and  microfiche,  master audio and
video  tapes,  film and optical  disks,  X-rays and  blueprints.  Our  principal
services provided to our storage customers include courier pick-up and delivery,
filing,  retrieval and destruction of records,  database management,  customized
reporting  and  disaster  recovery  support.  We also  sell  storage  materials,
including   cardboard  boxes  and  magnetic  media,  and  provide   confidential
destruction,   consulting,   facilities   management,   fulfillment   and  other
outsourcing services.

    As of September  30,  2001,  we provided  services to over 125,000  customer
accounts in 77 markets in the United States and 44 markets outside of the United
States.  We  employ  over  10,000  people  and  operate  more  than 650  records
management facilities in the United States, Canada, Europe and Latin America.

                                IM CAPITAL TRUST

    IM Capital Trust is a subsidiary of ours. IM Capital Trust was created under
the Delaware Business Trust Act and is governed by a declaration of trust, as it
may be amended and restated from time to time,  among the trustees of IM Capital
Trust and us.

    When IM Capital Trust issues its trust preferred securities,  the holders of
the trust preferred  securities will own all of the issued and outstanding trust
preferred  securities of IM Capital Trust. We will acquire all of the issued and
outstanding  trust  common  securities  of IM  Capital  Trust,  representing  an
undivided beneficial interest in the assets of IM Capital Trust of at least 3%.

    IM Capital Trust will exist primarily for the purposes of:

     o    issuing its trust preferred and trust common securities;

     o    investing the proceeds from the sale of its trust  preferred and trust
          common securities in our debt securities; and

     o    engaging in other  activities  only as are  necessary or incidental to
          issuing its securities and purchasing and holding our debt securities.

    The debt  securities IM Capital Trust  purchases from us may be subordinated
debt securities or senior debt securities,  and may be fully and unconditionally
guaranteed by substantially  all of our present and future wholly owned domestic
subsidiaries.  We  will  specify  the  type  of debt  security  in a  prospectus
supplement.

    The number of trustees of IM Capital  Trust is three.  One of the  trustees,
referred  to as the  regular  trustee,  is an  individual  who is an officer and
employee of Iron Mountain.  Additional  regular trustees may be appointed in the
future. The second trustee is The Bank of New York, which serves as the property
trustee under the  declaration of trust for purposes of the Trust  Indenture Act
of 1939.  The third  trustee is The Bank of New York  (Delaware),  which has its
principal place of business in the State of Delaware, and serves as the Delaware
trustee of IM Capital Trust.

    The Bank of New York, acting in its capacity as guarantee trustee, will hold
for the benefit of the holders of trust  preferred  securities a trust preferred
securities  guarantee,  which  will be  separately  qualified  under  the  Trust
Indenture Act of 1939.

    Unless otherwise provided in the applicable prospectus  supplement,  because
we will own all of the trust common securities of IM Capital Trust, we will have
the exclusive  right to appoint,  remove or replace  trustees and to increase or
decrease  the number of  trustees.  In most cases,  there will be at least three
trustees.  The term of IM Capital  Trust

                                      -1-


will be  described in the  applicable  prospectus  supplement,  but may dissolve
earlier,  as provided in IM Capital  Trust's  declaration of trust, as it may be
amended and restated from time to time.

    The rights of the holders of the trust  preferred  securities  of IM Capital
Trust,  including  economic rights,  rights to information and voting rights and
the  duties  and  obligations  of the  trustees  of IM  Capital  Trust,  will be
contained in and governed by the declaration of trust of IM Capital Trust, as it
may be amended and restated from time to time,  the Delaware  Business Trust Act
and the Trust Indenture Act of 1939.

                                  RISK FACTORS

    You should consider carefully the following factors and other information in
this prospectus before deciding to invest in our securities.

Acquisition and International Expansion Risks

Failure to successfully  integrate  acquired  operations could reduce our future
results of operations.

    The success of any  acquisition  depends in part on our ability to integrate
the acquired company. The process of integrating acquired businesses may involve
unforeseen  difficulties  and  may  require  a  disproportionate  amount  of our
management's attention and our financial and other resources.

    In particular, the integration of our operations and the operations formerly
conducted under the name Pierce Leahy has presented and will continue to present
a significant  challenge to our management.  We began  integrating the cultures,
operating systems,  procedures and information technologies of Iron Mountain and
Pierce Leahy  approximately two years ago. The integration process is continuing
and will proceed for up to one more year.

    We can give no  assurance  that we will  ultimately  be able to  effectively
integrate and manage the operations of any acquired  business,  in general,  and
Pierce  Leahy,  in  particular.  Nor can we  assure  you that we will be able to
maintain or improve  the  historical  financial  performance  of Iron  Mountain,
Pierce Leahy or our other  acquisitions.  The failure to successfully  integrate
these cultures, operating systems, procedures and information technologies could
have a material adverse effect on our results of operations.

Failure to achieve  expected  cost savings and  unanticipated  costs  related to
integrating acquired companies could adversely affect our results of operations.

    Our estimates of annual operating cost savings for acquired  companies are a
function of the nature and timing of individual  acquisition  integration plans.
These savings  result  primarily  from the  elimination  of redundant  corporate
expenses and more efficient operations and utilization of real estate.  However,
unanticipated  future operating  expenses or acquisition  related  expenses,  or
other  adverse  developments,  could reduce or delay  realization  of these cost
savings and  materially  affect our results of  operations.  The  integration of
Pierce  Leahy  poses a  particular  risk due to the size and  complexity  of the
integration plan.

    Our  operating  results  may  fluctuate  from  quarter to quarter due to the
integration  of current and future  acquisitions.  It is  difficult to precisely
forecast the magnitude and timing of integration  and  merger-related  expenses.
These  expenses  may be material to the  financial  results of a given  quarter.
Therefore, operating results for any fiscal quarter may not be indicative of the
results  that may be achieved  for any  subsequent  quarter or for a full fiscal
year.

We may be unable to continue our international expansion.

    Our  growth  strategy  involves  expanding   operations  into  international
markets, and we expect to continue this expansion. Europe and Latin America have
been our primary  areas of focus for  international  expansion.  We have entered
into joint ventures and have acquired all or a majority of the equity in records
and information  management services businesses operating in these areas and are
actively pursuing additional opportunities. This growth strategy involves risks.
We may be unable to pursue this strategy in the future.  For example,  we may be
unable to:

                                      -2-


     o    identify suitable companies to acquire;

     o    complete acquisitions on satisfactory terms;

     o    incur  additional debt necessary to acquire  suitable  companies if we
          are unable to pay the purchase  price out of working  capital,  common
          stock or other equity securities; or

     o    enter into successful business  arrangements for technical  assistance
          or management and acquisition expertise outside of the United States.

    We also  compete  with other  records and  information  management  services
providers for companies to acquire.  Some of our competitors may possess greater
financial and other  resources than we do. If any such competitor were to devote
additional resources to such acquisition candidates or focus its strategy on our
international markets, our results of operations could be adversely affected.

We may not be able to effectively expand our digital businesses.

    We have  implemented the early stages of our planned  expansion into various
digital businesses.  Our entrance into these markets poses certain unique risks.
For example, we may be unable to:

     o    raise the amount of capital  necessary to  effectively  participate in
          these businesses;

     o    develop, hire or otherwise obtain the necessary technical expertise;

     o    accurately  predict the size of the markets for any of these services;
          or

     o    compete  effectively  against  other  companies  who  possess  greater
          technical expertise, capital or other necessary resources.

    In addition,  the business  partners  upon whom we depend for  technical and
management  expertise,  as well as the hardware and software products we need to
complement our services, may not perform as expected.

Operational Risks

We have a history of net losses.

    Our net losses are primarily  attributable to significant  non-cash  charges
and interest expense associated with our acquisition and growth strategies.  The
non-cash charges consist primarily of:

     o    depreciation   expenses  associated  with  the  expansion  of  storage
          capacity; and

     o    goodwill amortization associated with acquisitions accounted for under
          the purchase method.

    Our primary  financial  goal has been,  and will continue to be, to increase
consolidated  Adjusted  EBITDA(1)  in relation to capital  invested,  even as we
shift our focus from growth through  acquisitions to internal revenue growth.
__________

    (1) Adjusted EBITDA and Adjusted  EBITDA-based  calculations are used by the
holders of our publicly  issued debt as important  criteria for  evaluating  our
business and, as a result, all of our bond indentures contain covenants in which
Adjusted EBITDA-based  calculations are used as the primary measure of financial
performance. In addition, we use Adjusted EBITDA as the basis for evaluating the
performance  of and  allocating  resources to our internal  operating  segments.
However, you should not consider EBITDA or Adjusted EBITDA to be substitutes for
operating or net income (as  determined in accordance  with  generally  accepted
accounting principles, or GAAP) as indicators of our performance or to cash flow
from  operations  (as  determined  in  accordance  with  GAAP)  as  measures  of
liquidity.
                                      -3-

We  define  Adjusted  EBITDA  as  EBITDA  (earnings   before  interest,   taxes,
depreciation   and   amortization)   adjusted   for  other   income   (expense),
merger-related   expenses,   stock  option  compensation  expense  and  minority
interest.  Adjusted  EBITDA  is a source of funds for  investment  in  continued
growth and for servicing debt.

    Having  an  objective  of  increasing   consolidated   Adjusted  EBITDA  may
negatively affect other measures of financial  performance,  such as net income.
In addition,  execution of our growth strategy could result in future net losses
due to increased  interest  expense  associated  with  borrowings  and increased
depreciation and amortization expenses.

Our  customers  may shift from paper storage to  alternative  technologies  that
require less physical space.

    We derive  most of our  revenues  from the  storage of paper  documents  and
related services. This storage requires significant physical space.  Alternative
storage technologies exist, many of which require  significantly less space than
paper. These technologies include computer media, microform,  CD-ROM and optical
disk. To date,  none of these  technologies  has replaced paper as the principal
means for storing  information.  However,  we can provide no assurance  that our
customers  will  continue  to store  most of their  records in paper  format.  A
significant  shift by our customers to storage of data through  non-paper  based
technologies,  whether now existing or developed in the future,  could adversely
affect our business.

We may be subject to certain costs and potential liabilities associated with the
real estate required for our businesses.

    Because our businesses are heavily dependent on real estate, we face special
risks attributable to the real estate we own or operate. Such risks include:

     o    variable occupancy costs and difficulty locating suitable sites due to
          fluctuations in the real estate market;

     o    uninsured  losses  or  damage  to  our  storage  facilities  due to an
          inability to obtain full coverage on a  cost-effective  basis for some
          casualties,  such as earthquakes,  or any coverage for certain losses,
          such as losses from riots or terrorist activities;

     o    loss of our investment in, and anticipated profits and cash flow from,
          damaged property that is uninsured;

     o    liability   under  certain   environmental   laws  for  the  costs  of
          investigation  and cleanup of contaminated real estate owned or leased
          by us,  whether  or not we know  of,  or  were  responsible  for,  the
          contamination,  or the contamination occurred while we owned or leased
          the property;

     o    third  party  claims   resulting   from  the  off-site   migration  of
          contamination  initiating  on real estate  that we own or operate,  or
          exposure  to  hazardous  substances,   including   asbestos-containing
          materials, located on our property; and

     o    an inability to sell, rent,  mortgage or use contaminated  real estate
          owned or leased by us.

    Some  of  our  current  and  formerly  owned  or  operated  properties  were
previously used for industrial or other purposes that involved the use, storage,
generation  and/or  disposal of hazardous  substances  and wastes and  petroleum
products.   In  some  instances  these  properties  included  the  operation  of
underground storage tanks.  Although we have from time to time conducted limited
environmental  investigations and remedial  activities at some of our former and
current facilities,  we have not undertaken an in-depth  environmental review of
all of our properties.  We therefore may be potentially liable for environmental
costs like those discussed above.

International operations may pose unique risks.

    As of September  30, 2001,  we provided  services in 44 markets  outside the
United States. As part of our growth strategy,  we expect to continue to acquire
records and  information  management  services  businesses  in foreign  markets.
International operations are subject to numerous risks, including:

                                      -4-

     o    the risk that the business  partners upon whom we depend for technical
          assistance  or management  and  acquisition  expertise  outside of the
          United States will not perform as expected;

     o    the impact of foreign government regulations;

     o    the volatility of certain foreign economies in which we operate;

     o    political uncertainties;

     o    differences in business practices; and

     o    foreign currency fluctuations.

    In particular,  our net income can be significantly affected by fluctuations
in foreign  currencies  associated with the U.S. dollar denominated debt of some
of our  foreign  subsidiaries  and  certain  intercompany  balances  between our
domestic entities and our foreign subsidiaries.

We face competition for customers.

    We compete with our current and potential  customers'  internal  records and
information management services  capabilities.  We can provide no assurance that
these  organizations  will begin or continue to use an outside company,  such as
our company, for their future records and information  management services needs
or that  they  will use us to  provide  these  services.  We also  compete  with
multiple records and information management services providers in all geographic
areas where we operate.

Indebtedness and Other Risks

Our substantial indebtedness could adversely affect our financial health.

    We have substantial indebtedness, which could have important consequences to
you. Our  indebtedness  may increase as we continue to borrow under existing and
future  credit  arrangements  in order to finance  future  acquisitions  and for
general corporate  purposes,  which would increase the associated  risks.  These
risks include:

     o    sensitivity to adverse economic conditions;

     o    inability  to  fund  future  working  capital,  acquisitions,  capital
          expenditures and other general corporate requirements;

     o    limits on our  flexibility in planning for, or reacting to, changes in
          our  business  and the records  and  information  management  services
          industry;

     o    limits  on  future  borrowings  under our  existing  or future  credit
          arrangements,  which could affect our ability to pay our  indebtedness
          or to fund our other liquidity needs;

     o    inability to generate  sufficient funds to cover required  interest or
          principal amortization payments; and

     o    restrictions   on  our  ability  to  refinance  our   indebtedness  on
          commercially reasonably terms.

Restrictive loan covenants may limit our ability to pursue our growth strategy.

    Our credit  facility and our  indentures  contain  covenants  restricting or
limiting our ability to, among other things:

     o    incur additional indebtedness;

                                      -5-


     o    pay dividends or make other restricted payments;

     o    make asset dispositions;

     o    create or permit liens; and

     o    make capital expenditures and other investments.

    These   restrictions   may  adversely  affect  our  ability  to  pursue  our
acquisition and other growth strategies.

Certain  provisions  in  our  governing   documents  and  indentures,   and  the
composition of our shareholders,  might discourage or prevent third parties from
acquiring control of our outstanding capital stock.

    Certain provisions of our articles of incorporation, our bylaws and existing
indentures  might  discourage or prevent a third party from acquiring  actual or
potential control of us by:

     o    making it more difficult to consummate  certain types of  transactions
          such as mergers, tender offers or proxy contests;

     o    limiting  shareholders'  ability to quickly change the  composition of
          our board of directors due to our classified board of directors;

     o    allowing existing management to exercise  significant control over our
          affairs during periods where we are threatened by a change in control;

     o    allowing our board of directors to issue shares of preferred  stock in
          the  future  without  further  shareholder   approval  and  with  full
          discretion   as  to  terms,   conditions,   rights,   privileges   and
          preferences; and

     o    requiring  that we offer to  purchase  all or some of our  outstanding
          senior  subordinated  notes and other publicly issued notes in certain
          circumstances that amount to a change of control under our indentures.

    In addition, because relatively few large shareholders control a significant
percentage of our voting power, these shareholders may:

     o    prevent certain types of transactions involving an actual or potential
          change of control of us, including  transactions  made at prices above
          the prevailing market price of our common stock; and

     o    significantly  affect the  election  of our  directors  who,  in turn,
          control our management and affairs.


                                      -6-



                       RATIO OF EARNINGS TO FIXED CHARGES

    The following table sets forth our  consolidated  ratio of earnings to fixed
charges for the periods indicated (dollars in thousands):



                                                                                          Nine Months Ended
                                              Year Ended December 31,                       September 30,
                          -----------------------------------------------------------------------------------
                             1996        1997        1998         1999        2000                2001
                             ----        ----        ----         ----        ----                ----
                                                                            
Ratio of earnings to
 fixed charges               1.1x      0.9x(1)       1.1x           1.1x       0.9x(1)          0.9x(1)

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

(1)  We reported a loss from  continuing  operations  before  provision  (benefit)  for income taxes and
     minority  interest,  for the years ended  December  31, 1997 and December 31, 2000 and for the nine
     months ended September 30, 2001. We would have needed to generate additional income from operations
     before provision for income taxes and minority interest of $4,601,  $18,032 and $7,786 to cover our
     fixed charges of $37,489, $154,975 and $133,292, respectively.



    The ratios of earnings to fixed  charges  presented  above were  computed by
dividing our earnings by fixed  charges.  For this  purpose,  earnings have been
calculated by adding fixed charges to income (loss) from  continuing  operations
before provision (benefit) for income taxes and minority interest. Fixed charges
consist of  interest  costs,  whether  expensed  or  capitalized,  the  interest
component of rental expense, if any, amortization of debt discounts and deferred
financing costs, whether expensed or capitalized.


                                      -7-


                                 USE OF PROCEEDS

    Unless  otherwise  described in any  applicable  prospectus  supplement,  we
intend  to use the net  proceeds  from the sale of the  offered  securities  for
general corporate purposes, which may include acquisitions,  investments and the
repayment of  indebtedness  outstanding  at a  particular  time,  including  the
reduction of amounts  outstanding under our credit agreement or any other credit
facility.  Pending this  utilization,  the proceeds from the sale of the offered
securities will be invested in short-term,  dividend-paying or  interest-bearing
investment grade securities.

    IM  Capital  Trust  will use all net  proceeds  from  the sale of its  trust
preferred  securities  and its trust  common  securities  to  purchase  our debt
securities.

                       DESCRIPTION OF OUR DEBT SECURITIES

    The debt securities will be direct obligations of ours, which may be secured
or unsecured,  and which may be senior or  subordinated  indebtedness.  The debt
securities  may  be  fully  and  unconditionally  guaranteed  on  a  secured  or
unsecured,  senior or subordinated basis, jointly and severally by substantially
all of our direct and indirect  wholly owned  subsidiaries.  The debt securities
will be issued  under  one or more  indentures  between  us and a  trustee.  Any
indenture will be subject to, and governed by, the Trust  Indenture Act of 1939,
as amended.  The statements made in this  prospectus  relating to any indentures
and the debt  securities  to be issued  under the  indentures  are  summaries of
certain anticipated provisions of the indentures and are not complete.

    We  have  filed  copies  of the  forms  of  indentures  as  exhibits  to the
registration  statement of which this prospectus is part and will file any final
indentures and supplemental  indentures if we issue debt securities.  You should
refer to those  indentures  for the complete terms of the debt  securities.  See
"Where You Can Find More  Information."  In  addition,  you should  consult  the
applicable prospectus supplement for particular terms of our debt securities.

General

    We may issue debt securities that rank "senior,"  "senior  subordinated"  or
"subordinated." The debt securities that we refer to as "senior securities" will
be direct  obligations  of ours and will rank  equally  and  ratably in right of
payment with other  indebtedness of ours that is not subordinated.  We may issue
debt  securities  that will be  subordinated  in right of  payment  to the prior
payment in full of senior indebtedness,  as defined in the applicable prospectus
supplement,  and may  rank  equally  and  ratably  with our  outstanding  senior
subordinated  indebtedness and any other senior  subordinated  indebtedness.  We
refer to these as  "senior  subordinated  securities."  We may also  issue  debt
securities  that  may  be  subordinated  in  right  of  payment  to  the  senior
subordinated securities. These would be "subordinated securities." We have filed
with the registration  statement of which this prospectus is part three separate
forms of indenture, one each for the senior securities,  the senior subordinated
securities and the subordinated securities.

    We may issue the debt  securities  without  limit as to aggregate  principal
amount,  in one or more  series,  in each  case as we  establish  in one or more
supplemental indentures.  We need not issue all debt securities of one series at
the same time. Unless we otherwise provide, we may reopen a series,  without the
consent of the holders of such series, for issuances of additional securities of
that series.

    We  anticipate  that any  indenture  will provide that we may, but need not,
designate more than one trustee under an indenture,  each with respect to one or
more series of debt securities. Any trustee under any indenture may resign or be
removed with respect to one or more series of debt securities and we may appoint
a successor trustee to act with respect to that series.

    The  applicable  prospectus  supplement  will  describe the  specific  terms
relating  to the  series of debt  securities  we will  offer,  including,  where
applicable, the following:

     o    the  title  and  series   designation  and  whether  they  are  senior
          securities, senior subordinated securities or subordinated securities;

                                      -8-


     o    the aggregate principal amount of the securities;

     o    the percentage of the principal amount at which we will issue the debt
          securities  and,  if  other  than  the  principal  amount  of the debt
          securities, the portion of the principal amount of the debt securities
          payable upon maturity of the debt securities;

     o    if convertible,  the initial  conversion  price, the conversion period
          and any other terms governing such conversion;

     o    the stated maturity date;

     o    any fixed or variable interest rate or rates per annum;

     o    the place where  principal,  premium,  if any,  and  interest  will be
          payable and where the debt securities can be surrendered for transfer,
          exchange or conversion;

     o    the date from  which  interest  may accrue  and any  interest  payment
          dates;

     o    any sinking fund requirements;

     o    any provisions for redemption,  including the redemption price and any
          remarketing arrangements;

     o    whether the securities are denominated or payable in U.S. dollars or a
          foreign currency or units of two or more foreign currencies;

     o    the events of default and covenants of such securities,  to the extent
          different from or in addition to those described in this prospectus;

     o    whether  we  will  issue  the  debt   securities  in  certificated  or
          book-entry form;

     o    whether the debt  securities will be in registered or bearer form and,
          if in  registered  form,  the  denominations  if  other  than  in even
          multiples  of $1,000 and, if in bearer  form,  the  denominations  and
          terms and conditions relating thereto;

     o    whether we will issue any of the debt  securities in permanent  global
          form  and,  if so,  the  terms  and  conditions,  if any,  upon  which
          interests  in the global  security  may be  exchanged,  in whole or in
          part, for the  individual  debt  securities  represented by the global
          security;

     o    the applicability,  if any, of the defeasance and covenant  defeasance
          provisions described in this prospectus or any prospectus supplement;

     o    whether we will pay additional amounts on the securities in respect of
          any tax, assessment or governmental charge and, if so, whether we will
          have the option to redeem the debt  securities  instead of making this
          payment;

     o    the subordination provisions, if any, relating to the debt securities;

     o    if the debt  securities  are to be issued  upon the  exercise  of debt
          warrants,  the time, manner and place for them to be authenticated and
          delivered;

     o    whether  any of our  subsidiaries  will be bound  by the  terms of the
          indenture, in particular any restrictive covenants;

     o    the  provisions  relating  to  any  security  provided  for  the  debt
          securities; and

                                      -9-


     o    the provisions relating to any guarantee of the debt securities.

    We may issue debt securities at less than the principal  amount payable upon
maturity.  We refer to these securities as "original issue discount securities."
If  material  or  applicable,  we will  describe  in the  applicable  prospectus
supplement special U.S. federal income tax, accounting and other  considerations
applicable to original issue discount securities.

    Except as may be set forth in any prospectus  supplement,  an indenture will
not  contain  any  other  provisions  that  would  limit  our  ability  to incur
indebtedness or that would afford holders of the debt  securities  protection in
the event of a highly  leveraged or similar  transaction  involving us or in the
event of a change  of  control.  You  should  review  carefully  the  applicable
prospectus  supplement  for  information  with  respect to events of default and
covenants applicable to the securities being offered.

Denominations, Interest, Registration and Transfer

    Unless otherwise described in the applicable prospectus supplement,  we will
issue the debt  securities  of any  series  that are  registered  securities  in
denominations  that are even multiples of $1,000,  other than global securities,
which may be of any denomination.

    Unless otherwise specified in the applicable prospectus supplement,  we will
pay the interest, principal and any premium at the corporate trust office of the
trustee. At our option, however, we may make payment of interest by check mailed
to the  address  of the  person  entitled  to the  payment  as it appears in the
applicable  register  or by wire  transfer of funds to that person at an account
maintained within the United States.

    If we do not  punctually  pay or duly  provide for  interest on any interest
payment date, the defaulted interest will be paid either:

     o    to the person in whose name the debt  security  is  registered  at the
          close of business on a special record date we will fix; or

     o    in any other lawful manner as the applicable indenture describes.

    You may have your debt  securities  divided  into  more debt  securities  of
smaller   denominations  or  combined  into  fewer  debt  securities  of  larger
denominations,  as long as the total  principal  amount is not changed.  We call
this an "exchange."

    You may exchange or transfer debt securities at the office of the applicable
trustee.  The trustee acts as our agent for  registering  debt securities in the
names  of  holders  and  transferring  debt  securities.   We  may  change  this
appointment to another entity or perform it ourselves. The entity performing the
role of maintaining the list of registered holders is called the "registrar." It
will also perform transfers.

    You will not be  required  to pay a service  charge to  transfer or exchange
debt  securities,  but  you  may  be  required  to pay  for  any  tax  or  other
governmental charge associated with the exchange or transfer. The registrar will
make the  transfer  or  exchange  only if it is  satisfied  with  your  proof of
ownership.

Merger, Consolidation or Sale of Assets

    Under any indenture, we are generally permitted to consolidate or merge with
another company.  We are also permitted to sell  substantially all of our assets
to another company.  However, we may not take any of these actions unless all of
the following conditions are met:

     o    If we merge out of  existence  or sell our assets,  the other  company
          must be a corporation, partnership or other entity organized under the
          laws of a State or the District of Columbia or under  federal law. The
          other  company  must  agree  to be  legally  responsible  for the debt
          securities.

                                      -10-


     o    Immediately after the consolidation or merger or sale of assets we are
          not in  default on the debt  securities.  A default  for this  purpose
          would  include  any event that  would be an event of  default  without
          regard to notice obligations or the length of time of the default.

Certain Covenants

    Provision of Financial Information. We will deliver to the trustee a copy of
its annual report to  shareholders,  our reports on Forms 10-K, 10-Q and 8-K and
any other  reports that we are required to file with the SEC pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.

    Additional   Covenants.   Any   additional   or  different   covenants,   or
modifications  to the  foregoing  covenants,  with respect to any series of debt
securities will be set forth in the applicable prospectus supplement.

Events of Default and Related Matters

    Events of Default.  The term "event of default" means any of the following:

     o    we do not pay the  principal or any premium on a debt  security on its
          due date;

     o    we do not pay  interest on a debt  security  within 30 days of its due
          date;

     o    we do not deposit any sinking fund payment on its due date;

     o    we remain in breach of any other term of the applicable  indenture for
          60 days after we receive a notice of default stating we are in breach.
          Either the trustee or the holders of 25% in  principal  amount of debt
          securities of the affected series may send the notice;

     o    we default  in the  payment  of any of our other  indebtedness  over a
          specified  amount that results in the  acceleration of the maturity of
          the  indebtedness  or  constitutes  a default  in the  payment  of the
          indebtedness  at final maturity,  but only if the  indebtedness is not
          discharged or the acceleration is not rescinded or annulled;

     o    we or one of our  "significant  subsidiaries"  files for bankruptcy or
          certain  other  events in  bankruptcy,  insolvency  or  reorganization
          occur; and

     o    any other event of default,  or  modification  of any of the foregoing
          events of default,  described in the applicable  prospectus supplement
          occurs.

The term "significant subsidiary" means each of our significant subsidiaries (as
defined in Regulation S-X promulgated under the Securities Act of 1933).

    Remedies If an Event of Default Occurs.  If an event of default has occurred
and has not been cured,  the trustee or the holders of at least 25% in principal
amount of the debt  securities  of the  affected  series may  declare the entire
principal  amount  of all  the  debt  securities  of that  series  to be due and
immediately  payable.  We call this a "declaration of acceleration of maturity."
If an  event  of  default  occurs  because  of  certain  events  in  bankruptcy,
insolvency or reorganization, the principal amount of all the debt securities of
that series will be automatically accelerated, without any action by the trustee
or any holder. At any time after the trustee or the holders have accelerated any
series of debt  securities,  but before a judgment  or decree for payment of the
money due has been  obtained,  the holders of at least a majority  in  principal
amount  of the  debt  securities  of the  affected  series  may,  under  certain
circumstances, rescind and annul such acceleration.

    The  trustee  will  be  required  to  give  notice  to the  holders  of debt
securities within 90 days of a default under the applicable indenture unless the
default has been cured or waived. The trustee may withhold notice to the holders
of any series of debt  securities  of any default  with  respect to that series,
except a default in the  payment of the  principal

                                      -11-

of or interest on any debt  security of that series,  if  specified  responsible
officers of the trustee in good faith  determine that  withholding the notice is
in the interest of the holders.

    Except in cases of default,  where the trustee has some special duties,  the
trustee is not required to take any action under the applicable indenture at the
request  of  any  holders  unless  the  holders  offer  the  trustee  reasonable
protection  from expenses and liability.  We refer to this as an "indemnity." If
reasonable indemnity is provided,  the holders of a majority in principal amount
of the outstanding securities of the relevant series may direct the time, method
and place of  conducting  any lawsuit or other formal  legal action  seeking any
remedy  available to the  trustee.  These  majority  holders may also direct the
trustee in performing any other action under the applicable  indenture,  subject
to certain limitations.

    Before you bypass the  trustee  and bring your own  lawsuit or other  formal
legal  action  or take  other  steps to  enforce  your  rights or  protect  your
interests relating to the debt securities, the following must occur:

     o    you must give the trustee  written notice that an event of default has
          occurred and remains uncured;

     o    the  holders of at least 25% in  principal  amount of all  outstanding
          securities of the relevant series must make a written request that the
          trustee take action because of the default,  and must offer reasonable
          indemnity  to the trustee  against the cost and other  liabilities  of
          taking that action; and

     o    the trustee  must have not taken  action for 60 days after  receipt of
          the above notice and offer of indemnity.

However,  you are  entitled  at any time to bring a lawsuit  for the  payment of
money due on your security after its due date.

    Every year we will furnish to the trustee a written  statement by certain of
our officers  certifying  that to their  knowledge we are in compliance with the
applicable indenture and the debt securities, or else specifying any default.

Modification of an Indenture

    There are three types of changes we can make to the  indentures and the debt
securities:

    Changes Requiring Your Approval.  First, there are changes we cannot make to
your debt securities without your specific approval.  The following is a list of
those types of changes:

     o    change the stated  maturity  of the  principal  or  interest on a debt
          security;

     o    reduce any amounts due on a debt security;

     o    reduce  the  amount of  principal  payable  upon  acceleration  of the
          maturity of a debt security following a default;

     o    change the currency of payment on a debt security;

     o    impair your right to sue for payment;

     o    modify  the  subordination  provisions,  if any,  in a manner  that is
          adverse to you;

     o    reduce the percentage of holders of debt  securities  whose consent is
          needed to modify or amend an  indenture  or to waive  compliance  with
          certain provisions of an indenture or to waive past defaults;

     o    waive a default or event of default in the payment of  principal of or
          premium, if any, or interest on the debt securities; or

                                      -12-


     o    modify any of the foregoing provisions.

    Changes Requiring a Majority Vote. The second type of change to an indenture
and the debt  securities is the kind that requires a vote in favor by holders of
a majority of the principal  amount of the particular  series of debt securities
affected.  Most changes fall into this category,  except for clarifying  changes
and certain other changes that would not materially  adversely affect holders of
the debt  securities.  We  require  the same  vote to  obtain a waiver of a past
default.  However,  we cannot obtain a waiver of a payment  default or any other
aspect of an  indenture  or the debt  securities  listed  in the first  category
described above under "--Changes  Requiring Your Approval" unless we obtain your
individual consent to the waiver.

    Changes Not  Requiring  Approval.  The third type of change does not require
any vote by holders of debt securities.  This type is limited to  clarifications
and certain other changes that would not materially  adversely affect holders of
the debt securities.

    Further  Details  Concerning  Voting.  Debt  securities  are not  considered
outstanding,  and therefore  not eligible to vote,  if we have  deposited or set
aside in trust for you money for their  payment or redemption or if we or one of
our affiliates own them.  Debt  securities are also not eligible to vote if they
have been fully  defeased as  described  immediately  below under  "--Discharge,
Defeasance  and  Covenant  Defeasance--Full   Defeasance."  For  original  issue
discount  securities,  we will use the  principal  amount  that would be due and
payable  on  the  voting  date  if the  maturity  of the  debt  securities  were
accelerated to that date because of a default.

Discharge, Defeasance and Covenant Defeasance

    Discharge.  We may discharge  some  obligations  to holders of any series of
debt  securities that have become due and payable or will become due and payable
within one year, or are scheduled for redemption within one year, by irrevocably
depositing with the trustee,  in trust,  funds in the applicable  currency in an
amount  sufficient  to pay  the  debt  securities,  including  any  premium  and
interest.

    Full  Defeasance.  We can,  under  particular  circumstances,  effect a full
defeasance  of your  series of debt  securities.  By this we mean we can legally
release  ourselves from any payment or other  obligations on the debt securities
if we deliver certain  certificates and opinions to the trustee and put in place
the following arrangements to repay you:

     o    We must deposit in trust for your benefit and the benefit of all other
          direct holders of the debt  securities a combination of money and U.S.
          government or U.S. government agency notes or bonds that will generate
          enough cash to make interest,  principal and any other payments on the
          debt securities on their various due dates. If the debt securities are
          denominated  in a  foreign  currency,  then  we  may  deposit  foreign
          government notes or bonds.

     o    The  current  federal tax law must be changed or an IRS ruling must be
          issued permitting the above deposit without causing you to be taxed on
          the  debt  securities  any  differently  than if we did not  make  the
          deposit and just repaid the debt securities  ourselves.  Under current
          federal  tax law,  the  deposit  and our legal  release  from the debt
          securities  would  be  treated  as  though  we  took  back  your  debt
          securities  and  gave you  your  share of the cash and  notes or bonds
          deposited in trust. In that event, you could recognize gain or loss on
          the debt securities you give back to us.

     o    We must deliver to the trustee a legal opinion  confirming the tax law
          change described above.

    If we did accomplish full  defeasance,  you would have to rely solely on the
trust deposit for repayment on the debt securities. You could not look to us for
repayment in the  unlikely  event of any  shortfall.  The trust  deposit  would,
however, most likely be protected from claims of our lenders and other creditors
if we ever became  bankrupt or  insolvent.  You would also be released  from any
subordination provisions.

                                      -13-


    Notwithstanding  the foregoing,  the following rights and obligations  shall
survive full defeasance:

     o    your rights to receive payments from the trust when payments are due;

     o    our obligations  relating to  registration  and transfer of securities
          and lost or mutilated certificates; and

     o    our  obligations  to maintain a payment  office and to hold moneys for
          payment in trust.

    Covenant  Defeasance.  Under  current  federal tax law, we can make the same
type of deposit  described  above and be released  from some of the  restrictive
covenants in the debt securities.  This is called "covenant defeasance." In that
event,  you would lose the protection of those  restrictive  covenants but would
gain the  protection of having money and  securities set aside in trust to repay
the debt securities and you would be released from any subordination provisions.
In order to achieve covenant  defeasance,  we must do certain things,  including
the following:

     o    we must deposit in trust for your benefit and the benefit of all other
          direct holders of the debt  securities a combination of money and U.S.
          government or U.S.  government  agency notes or bonds (or, in the case
          of  debt  securities  denominated  in  a  foreign  currency,   foreign
          government  notes or bonds)  that will  generate  enough  cash to make
          interest,  principal and any other payments on the debt  securities on
          their various due dates; and

     o    we must deliver to the trustee a legal opinion  confirming  that under
          current  federal tax law we may make the above deposit without causing
          you to be taxed on the debt securities any differently  than if we did
          not make the deposit and just repaid the debt securities ourselves.

    If  we  accomplish  covenant  defeasance,  the  following  provisions  of an
indenture and the debt securities would no longer apply:

     o    any  covenants  applicable  to  the  series  of  debt  securities  and
          described in the applicable prospectus supplement;

     o    any subordination provisions; and

     o    certain  events  of  default  relating  to  breach  of  covenants  and
          acceleration of the maturity of other debt set forth in any prospectus
          supplement.

    If we accomplish covenant defeasance, you can still look to us for repayment
of the debt securities if a shortfall in the trust deposit  occurred.  If one of
the remaining  events of default occurs,  for example,  our bankruptcy,  and the
debt securities  become  immediately due and payable,  there may be a shortfall.
Depending  on the  event  causing  the  default,  you may not be able to  obtain
payment of the shortfall.

Subordination

    We will set  forth in the  applicable  prospectus  supplement  the terms and
conditions,  if any, upon which any series of senior subordinated  securities or
subordinated  securities is subordinated to debt securities of another series or
to other indebtedness of ours. The terms will include a description of:

     o    the indebtedness ranking senior to the debt securities being offered;

     o    the  restrictions,  if any,  on  payments  to the  holders of the debt
          securities  being  offered  while a default with respect to the senior
          indebtedness is continuing;

     o    the  restrictions,  if any,  on  payments  to the  holders of the debt
          securities being offered following an event of default; and

                                      -14-


     o    provisions  requiring  holders of the debt securities being offered to
          remit some payments to holders of senior indebtedness.

Conversion Rights

    The  terms and  conditions,  if any,  upon  which  the debt  securities  are
convertible  into shares of our common or  preferred  stock will be set forth in
the prospectus  supplement relating thereto. Such terms will include whether the
debt  securities are convertible  into shares of our common or preferred  stock,
the conversion price (or manner of calculation thereof),  the conversion period,
provisions as to whether  conversion  will be at the option of the holders,  the
events requiring an adjustment of the conversion price and provisions  affecting
conversion  in the  event of the  redemption  of such  debt  securities  and any
restrictions on conversion.

Global Securities

    If so set forth in the applicable  prospectus  supplement,  we may issue the
debt  securities  of a series,  in whole or in part,  in the form of one or more
global  securities  that will be deposited  with a depositary  identified in the
prospectus  supplement.  We may issue global  securities in either registered or
bearer form and in either temporary or permanent form. The specific terms of the
depositary  arrangement  with respect to any series of debt  securities  will be
described in the prospectus supplement.

                        DESCRIPTION OF OUR CAPITAL STOCK

    The  description  below  summarizes the more important  terms of our capital
stock.  We  have  previously  filed  with  the SEC  copies  of our  articles  of
incorporation and bylaws, as amended. See "Where You Can Find More Information."
You should refer to those documents for the complete terms of our capital stock.
This summary is subject to and qualified by reference to the  description of the
particular  terms of your  securities  described  in the  applicable  prospectus
supplement.

General

    Our authorized capital stock consists of 150,000,000 shares of common stock,
par value $.01 per share,  and 10,000,000  shares of preferred  stock, par value
$.01 per share.

Preferred Stock

    We are authorized to issue up to 10,000,000 shares of preferred stock, $0.01
par value per share.

    This section  describes  the general  terms and  provisions of our preferred
stock that we may offer from time to time. The applicable  prospectus supplement
will  describe  the  specific  terms of the shares of  preferred  stock  offered
through that  prospectus  supplement.  We will file a copy of the statement with
respect to shares that contains the terms of each new series of preferred  stock
with the SEC each  time we issue a new  series  of  preferred  stock,  and these
statements  with respect to shares will be  incorporated  by reference  into the
registration  statement of which this  prospectus is a part. Each statement with
respect to shares will  establish the number of shares  included in a designated
series and fix the designation,  powers,  privileges,  preferences and rights of
the shares of each series as well as any applicable qualifications,  limitations
or restrictions.  A holder of our preferred stock should refer to the applicable
statement  with  respect  to  shares,  our  articles  of  incorporation  and the
applicable prospectus supplement for more specific information.

    Our board of directors has been authorized,  subject to limitations provided
in our articles of  incorporation,  to provide for the issuance of shares of our
preferred  stock in  multiple  series.  No  shares  of our  preferred  stock are
currently outstanding.

    With respect to each series of our preferred  stock,  our board of directors
has the authority to fix the following terms:

                                      -15-


     o    the designation of the series;

     o    the number of shares within the series;

     o    whether  dividends are cumulative  and, if cumulative,  the dates from
          which dividends are cumulative;

     o    the rate of any  dividends,  any conditions  upon which  dividends are
          payable, and the dates of payment of dividends;

     o    whether the shares are redeemable,  the redemption price and the terms
          of redemption;

     o    the  amount  payable  to a  holder  for  each  share  owned  if we are
          dissolved or liquidated;

     o    whether the shares are convertible or exchangeable,  the price or rate
          of exchange, and the applicable terms and conditions;

     o    any restrictions on issuance of shares in the same series or any other
          series; and

     o    your voting rights for the shares you own.

    Holders of our preferred stock will not have preemptive  rights with respect
to shares of our preferred stock. In addition,  rights with respect to shares of
our preferred stock will be subordinate to the rights of our general  creditors.
If we receive the  appropriate  payment,  shares of our preferred  stock that we
issue will be fully paid and nonassessable.

    As described under  "Description  of Our Depositary  Shares," we may, at our
option, elect to offer depositary shares evidenced by depositary receipts. If we
elect to do this, each depositary  receipt will represent a fractional  interest
in a share of the particular  series of the preferred stock issued and deposited
with a  depositary.  The  applicable  prospectus  supplement  will  specify that
fractional interest.

    We currently plan to retain  EquiServe Trust Company,  N.A. as the registrar
and transfer agent of any series of our preferred stock.

Common Stock

    Voting Rights. Holders of common stock are entitled to one vote per share on
each matter to be decided by our shareholders,  subject to the rights of holders
of any  series of  preferred  stock that may be  outstanding  from time to time.
Pursuant to our articles of incorporation, there are no cumulative voting rights
in the election of directors.  Accordingly,  the holders of a majority of common
stock  entitled  to vote in any  election  of  directors  may  elect  all of the
directors standing for election.

    Dividend Rights and Limitations. Holders of common stock will be entitled to
receive ratably any dividends or  distributions  that our board of directors may
declare from time to time out of funds legally available for this purpose.

    Dividends  and other  distributions  on common stock are also subject to the
rights of holders of any series of preferred stock that may be outstanding  from
time to time and to the restrictions in our credit agreement and indentures. See
"--Preferred Stock."

    Liquidation  Rights. In the event of liquidation,  dissolution or winding up
of our affairs,  after  payment or provision for payment of all of our debts and
obligations and any preferential distributions to holders of shares of preferred
stock, if any, the holders of the common stock will be entitled to share ratably
in our remaining assets available for distribution.

                                      -16-


    Miscellaneous.  All  outstanding  shares of common stock are validly issued,
fully  paid and  nonassessable.  Our board of  directors  has the power to issue
shares of  authorized  but unissued  common stock  without  further  shareholder
action.  The issuance of these unissued shares could have the effect of diluting
the earnings per share and book value per share of currently  outstanding shares
of common stock.  The holders of common stock have no preemptive,  subscription,
redemption or conversion rights.

    Reference is made to the applicable  prospectus  supplement  relating to the
common  stock  offered  by  that  prospectus   supplement  for  specific  terms,
including:

     o    amount and number of shares offered;

     o    the initial offering price, if any, and market price; and

     o    information with respect to dividends.

    Transfer  Agent and  Registrar.  The transfer  agent and  registrar  for our
common  stock is EquiServe  Trust  Company,  N.A.,  150 Royall  Street,  Canton,
Massachusetts 02021. Its telephone number is (781) 575-2000.

                      DESCRIPTION OF OUR DEPOSITARY SHARES

General

    The description shown below, and in any applicable prospectus supplement, of
certain  provisions of any deposit  agreement and of the  depositary  shares and
depositary  receipts  representing  depositary  shares  does not  purport  to be
complete  and is subject to and  qualified  in its  entirety by reference to the
forms of deposit  agreement and depositary  receipts relating to each applicable
series of preferred  stock.  The deposit  agreement and the depositary  receipts
contain the full legal text of the matters  described in this  section.  We will
file a copy of  those  documents  with  the  SEC at or  before  the  time of the
offering of the  applicable  series of  preferred  stock.  This  summary also is
subject to and qualified by reference to the description of the particular terms
of your series of  depositary  shares  described  in the  applicable  prospectus
supplement.

    We may,  at our  option,  elect  to  offer  depositary  shares  representing
fractional  interests  in shares  of  preferred  stock,  rather  than  shares of
preferred  stock.  If we exercise  this option,  we will appoint a depositary to
issue depositary  receipts  representing those fractional  interests.  Preferred
stock of each series  represented by depositary shares will be deposited under a
separate  deposit  agreement  between  us and  the  depositary.  The  prospectus
supplement  relating to a series of depositary shares will disclose the name and
address  of the  depositary.  Subject  to the  terms of the  applicable  deposit
agreement,  each  holder of  depositary  shares  will be  entitled to all of the
distribution,  voting, conversion,  redemption, liquidation and other rights and
preferences of the preferred stock represented by those depositary shares.

    Depositary receipts issued pursuant to the applicable deposit agreement will
evidence ownership of depositary shares.  Upon surrender of depositary  receipts
at the office of the depositary, and upon payment of the charges provided in and
subject to the terms of the deposit  agreement,  a holder of  depositary  shares
will be  entitled  to  receive  the shares of  preferred  stock  underlying  the
surrendered depositary receipts.

Distributions

    A depositary will be required to distribute all cash distributions  received
in respect of the applicable preferred stock to the record holders of depositary
shares in proportion  to the number of depositary  shares held by the holders on
the relevant record date,  which will be the same as the record date fixed by us
for the applicable series of preferred stock.  Fractions will be rounded down to
the nearest whole cent.

    If the  distribution is other than in cash, a depositary will be required to
distribute  property  received by it to the record holders of depositary  shares
entitled  thereto,  in proportion,  as nearly as  practicable,  to the number of
depositary shares owned by those holders on the relevant record date, unless the
depositary determines that it is not

                                      -17-


feasible to make the  distribution.  In that case, the depositary  may, with our
approval, sell the property and distribute the net proceeds from the sale to the
holders.

    Depositary shares that represent preferred stock converted or exchanged will
not be  entitled  to  distributions.  The deposit  agreement  will also  contain
provisions relating to the manner in which any subscription or similar rights we
offer to holders of the  preferred  stock will be made  available  to holders of
depositary  shares.  All distributions will be subject to obligations of holders
to file proofs,  certificates  and other  information and to pay certain charges
and expenses to the depositary.

Withdrawal of Preferred Stock

    Holders of  depositary  shares may receive the number of whole shares of the
applicable series of preferred stock and any money or other property represented
by those depositary  shares after  surrendering  the depositary  receipts at the
corporate trust office of the depositary and paying the charges  provided in the
depositary  agreement.  Partial shares of preferred stock will not be issued. If
the depositary receipts that a holder surrenders evidence a number of depositary
shares in excess of the number of depositary  shares  representing the number of
whole  shares  of  preferred  stock the  holder  wishes  to  withdraw,  then the
depositary will deliver to the holder at the same time a new depositary  receipt
evidencing the excess number of depositary  shares.  Once a holder has withdrawn
the  holder's  preferred  stock,  the holder will not be entitled to  re-deposit
those shares of preferred stock under the deposit  agreement in order to receive
depositary shares. We do not expect that there will be any public trading market
for withdrawn shares of preferred stock.

Redemption of Depositary Shares

    If we redeem a series  of the  preferred  stock  underlying  the  depositary
shares,  the depositary will redeem those  depositary  shares  representing  the
preferred stock so redeemed from the proceeds  received by it in connection with
the  redemption.  The depositary will mail notice of redemption not less than 30
and not more than 60 days  before  the date fixed for  redemption  to the record
holders of the depositary  shares we are redeeming at their addresses  appearing
in the  depositary's  books.  The redemption  price per depositary share will be
equal to the applicable  fraction of the redemption price per share payable with
respect to the series of the preferred stock. The redemption date for depositary
shares will be the same as that of the preferred stock. If we are redeeming less
than all of the depositary  shares,  the  depositary  will select the depositary
shares we are redeeming by lot or pro rata as the depositary may determine.

    After the date  fixed for  redemption,  the  depositary  shares  called  for
redemption  will no longer be deemed  outstanding.  All rights of the holders of
the  depositary  shares and the related  depositary  receipts will cease at that
time,  except  the right to  receive  the money or other  property  to which the
holders of depositary shares were entitled upon redemption. Receipt of the money
or other  property is subject to surrender to the  depositary of the  depositary
receipts evidencing the redeemed depositary shares.

Voting of the Preferred Stock

    Upon  receipt  of notice of any  meeting at which the  holders of  preferred
stock  represented by depositary  shares are entitled to vote, a depositary will
be required to mail the  information  contained  in the notice of meeting to the
record  holders of the  applicable  depositary  shares.  Each  record  holder of
depositary  shares on the record date, which will be the same date as the record
date for the preferred stock,  will be entitled to instruct the depositary as to
the exercise of the voting rights  pertaining  to the amount of preferred  stock
represented  by the holder's  depositary  shares.  The  depositary  will try, as
practical,  to vote the depositary  shares as instructed by the record holder of
depositary  shares.  We will  agree  to take  all  reasonable  action  that  the
depositary deems necessary in order to enable it to do so. If a record holder of
depositary  shares does not  instruct  the  depositary  how to vote the holder's
depositary shares, the depositary will abstain from voting those shares.

                                      -18-

Liquidation Preference

    Upon our  liquidation,  whether  voluntary  or  involuntary,  each holder of
depositary shares will be entitled to the fraction of the liquidation preference
accorded each share of preferred stock represented by the depositary  shares, as
shown in the applicable prospectus supplement.

Conversion or Exchange of Preferred Stock

    The  depositary   shares  will  not   themselves  be  convertible   into  or
exchangeable for common stock, preferred stock or any of our other securities or
property. Nevertheless, if so specified in the applicable prospectus supplement,
the  depositary  receipts  may be  surrendered  by  holders  to  the  applicable
depositary with written instructions to it to instruct us to cause conversion of
the preferred  stock  represented by the  depositary  shares.  Similarly,  if so
specified in the applicable  prospectus  supplement,  we may require  holders of
depositary  shares  to  surrender  all  of  their  depositary  receipts  to  the
applicable  depositary  upon our  requiring  the  conversion  or exchange of the
preferred stock  represented by the depositary  shares into a different class of
our  securities.  We will agree that,  upon receipt of the  instruction  and any
amounts payable in connection with the conversion or exchange, we will cause the
conversion or exchange using the same  procedures as those provided for delivery
of  preferred  stock to  effect  the  conversion  or  exchange.  If a holder  of
depositary  shares  is  converting  only a part of the  depositary  shares,  the
depositary  will issue the holder a new depositary  receipt for any  unconverted
depositary shares.

Taxation

    A holder of depositary  shares will be treated for U.S.  federal  income tax
purposes as if it were a holder of the series of preferred stock  represented by
the  depositary  shares.  Therefore,  the holder of  depositary  shares  will be
required to take into account for U.S.  federal  income tax purposes  income and
deductions  to which it would be entitled if it were a holder of the  underlying
series of preferred stock. In addition:

     o    no  gain or loss  will be  recognized  for  U.S.  federal  income  tax
          purposes  upon the  withdrawal  of  preferred  stock in  exchange  for
          depositary shares provided in the deposit agreement;

     o    the tax basis of each share of  preferred  stock issued to a holder as
          exchanging owner of depositary shares will, upon exchange, be the same
          as the aggregate tax basis of the depositary  shares exchanged for the
          preferred stock; and

     o    if a holder held the depositary  shares as a capital asset at the time
          of the exchange for preferred  stock, the holding period for shares of
          the  preferred  stock will include the period  during which the holder
          owned the depositary shares.

Amendment and Termination of a Deposit Agreement

    We and the  applicable  depositary  are  permitted  to amend the form of the
depositary  receipt and the provisions of the deposit  agreement.  However,  the
holders  of at  least  a  majority  of the  applicable  depositary  shares  then
outstanding must approve any amendment that adds or increases fees or materially
and  adversely  alters the rights of  holders.  Every  holder of an  outstanding
depositary receipt at the time any amendment becomes effective, by continuing to
hold the receipt, will be bound by the applicable deposit agreement, as amended.

    Any deposit  agreement  may be  terminated by us upon not less than 30 days'
prior written notice to the  applicable  depositary if a majority of each series
of preferred stock affected by the termination consents to the termination. When
that event occurs,  the depositary will be required to deliver or make available
to each holder of depositary shares,  upon surrender of the depositary  receipts
held by the holder,  the number of whole or fractional shares of preferred stock
as are  represented  by  the  depositary  shares  evidenced  by  the  depositary
receipts,  together with any other property held by the depositary  with respect
to the depositary  shares. In addition,  a deposit agreement will  automatically
terminate if:

     o    all outstanding depositary shares have been redeemed;

                                      -19-

     o    there shall have been a final  distribution  in respect of the related
          preferred   stock  in  connection   with  our   liquidation   and  the
          distribution  has been  made to the  holders  of  depositary  receipts
          evidencing the depositary shares underlying the preferred stock; or

     o    each  of the  shares  of  related  preferred  stock  shall  have  been
          converted or exchanged into  securities not  represented by depositary
          shares.

Charges of a Depositary

    We will pay all transfer and other taxes and  governmental  charges  arising
solely from the existence of a deposit agreement.  In addition,  we will pay the
fees and expenses of a depositary in connection  with the initial deposit of the
preferred stock and any redemption of the preferred stock.  However,  holders of
depositary shares will pay any transfer taxes or other governmental  charges and
the fees and expenses of a  depositary,  including a fee for the  withdrawal  of
shares  of  preferred  stock  upon  surrender  of  depositary  receipts,  as are
expressly provided in the deposit agreement to be for their accounts.

Resignation and Removal of Depositary

    A  depositary  may  resign  at any time by  delivering  to us  notice of its
election  to do so. In  addition,  we may at any time remove a  depositary.  Any
resignation  or removal will take effect when we appoint a successor  depositary
and it accepts the appointment. We must appoint a successor depositary within 60
days after delivery of the notice of resignation or removal.  A depositary  must
be a bank or trust company having its principal office in the United States that
has a combined capital and surplus of at least $50 million.

Miscellaneous

    A depositary will be required to forward to holders of depositary shares any
reports and communications  that it receives from us with respect to the related
preferred  stock.  Holders of  depository  shares  will be able to  inspect  the
transfer books of the  depository  and the list of holders of depositary  shares
upon reasonable notice.

    Neither  we nor a  depositary  will be liable if either of us are  prevented
from, or delayed in performing,  by law or any circumstances beyond our control,
our  obligations  under a deposit  agreement.  Our  obligations and those of the
depositary under a deposit agreement will be limited to performing our duties in
good faith and without gross  negligence or willful  misconduct.  Neither we nor
any depositary will be obligated to prosecute or defend any legal  proceeding in
respect of any depositary receipts, depositary shares or related preferred stock
unless  satisfactory  indemnity is  furnished.  We and each  depositary  will be
permitted to rely on written  advice of counsel or  accountants,  on information
provided  by  persons  presenting  preferred  stock for  deposit,  by holders of
depositary shares, or by other persons believed in good faith to be competent to
give the information,  and on documents believed in good faith to be genuine and
signed by a proper party.

    If a depositary receives  conflicting claims,  requests or instructions from
any holders of depositary  shares,  on the one hand,  and us, on the other hand,
the depositary shall be entitled to act on the claims,  requests or instructions
received from us.

                           DESCRIPTION OF OUR WARRANTS

    This section  describes the general terms and  provisions of our warrants to
acquire  our  securities  that we may issue  from time to time.  The  applicable
prospectus  supplement will describe the specific terms of the warrants  offered
through that prospectus supplement.

    We  may  issue,   together  with  any  other  securities  being  offered  or
separately,  warrants entitling the holder to purchase from or sell to us, or to
receive  from us the cash  value  of the  right to  purchase  or sell,  our debt
securities, preferred stock, depositary shares or common stock. We and a warrant
agent will enter a warrant  agreement  pursuant  to which the  warrants  will be
issued.  The warrant agent will act solely as our agent in  connection  with the
warrants and will not assume any obligation or  relationship  of agency or trust
for or with any holders or beneficial

                                      -20-

owners  of  warrants.  We will  file a copy  of the  warrants  and  the  warrant
agreement  with the SEC at or before the time of the offering of the  applicable
series of warrants.  A holder of our warrants  should refer to the provisions of
the applicable  warrant  agreement and  prospectus  supplement for more specific
information.

    In the case of each series of warrants, the applicable prospectus supplement
will describe the terms of the warrants being offered thereby. These include the
following, if applicable:

     o    the offering price;

     o    the number of warrants offered;

     o    the securities underlying the warrants;

     o    the exercise  price,  the amount of  securities  you will receive upon
          exercise,   the  procedure  for  exercise  of  the  warrants  and  the
          circumstances,   if  any,   that  will  cause  the   warrants   to  be
          automatically exercised;

     o    the rights, if any, we have to redeem the warrants;

     o    the date on which the warrants will expire;

     o    U.S. federal income tax consequences;

     o    the name of the warrant agent; and

     o    any other terms of the warrants.

    Warrants may be exercised at the appropriate  office of the warrant agent or
any other office indicated in the applicable prospectus  supplement.  Before the
exercise of warrants,  holders will not have any of the rights of holders of the
securities  purchasable  upon exercise and will not be entitled to payments made
to holders of those securities.

    The warrant agreements may be amended or supplemented without the consent of
the holders of the  warrants to which it applies to effect  changes that are not
inconsistent  with the provisions of the warrants and that do not materially and
adversely  affect the  interests of the holders of the  warrants.  However,  any
amendment  that  materially  and  adversely  alters the rights of the holders of
warrants will not be effective  unless the holders of at least a majority of the
applicable warrants then outstanding  approve the amendment.  Every holder of an
outstanding  warrant at the time any amendment becomes effective,  by continuing
to hold the  warrant,  will be  bound by the  applicable  warrant  agreement  as
amended. The prospectus supplement applicable to a particular series of warrants
may provide that certain  provisions of the warrants,  including the  securities
for which they may be exercisable,  the exercise price and the expiration  date,
may not be altered without the consent of the holder of each warrant.

                   DESCRIPTION OF THE STOCK PURCHASE CONTRACTS
                          AND THE STOCK PURCHASE UNITS

    We may issue  contracts  obligating  holders to purchase  from us, and us to
sell to the  holders,  a specified  number of shares of common stock at a future
date or dates, which we refer to herein as "stock purchase contracts." The price
per share of common  stock and the number of shares of common stock may be fixed
at the time the stock  purchase  contracts  are issued or may be  determined  by
reference to a specific formula set forth in the stock purchase  contracts.  The
stock purchase contracts may be issued separately or as part of units consisting
of a stock purchase contract and debt securities,  trust preferred securities or
debt obligations of third parties,  including U.S.  treasury  securities,  which
secure the  holders'  obligations  to purchase  the common stock under the stock
purchase  contracts.  We refer to these units herein as "stock purchase  units."
The stock  purchase  contracts may require  holders to secure their  obligations
thereunder in a specified manner.  The stock purchase contracts also may require
us to make periodic  payments to the holders of the stock purchase units or vice
versa, and such payments may be unsecured or refunded on some basis.

                                      -21-


    The applicable  prospectus  supplement  will describe the terms of the stock
purchase  contracts or stock purchase  units.  The description in the applicable
prospectus  supplement will not  necessarily be complete,  and reference will be
made  to the  stock  purchase  contracts,  and,  if  applicable,  collateral  or
depositary  arrangements,  relating  to the stock  purchase  contracts  or stock
purchase units.  Material U.S. federal income tax  considerations  applicable to
the stock purchase units and the stock purchase contracts will also be discussed
in the applicable prospectus supplement.

                  DESCRIPTION OF THE TRUST PREFERRED SECURITIES

    If and  when  IM  Capital  Trust  issues  trust  preferred  securities,  its
declaration of trust will be replaced by an amended and restated  declaration of
trust which will  authorize its trustees to issue one series of trust  preferred
securities  and one series of trust common  securities.  The form of amended and
restated  declaration  of  trust  is filed  with  the SEC as an  exhibit  to the
registration statement of which this prospectus is a part.

    The terms of the trust preferred  securities will include those stated in IM
Capital  Trust's  declaration  of trust,  as it may be amended and restated from
time to time, and those made a part of that  declaration by the Trust  Indenture
Act of 1939.  This section  describes  the general  terms and  provisions  of IM
Capital  Trust's  amended  and  restated  declaration  of  trust  and the  trust
securities  IM  Capital  Trust  may  offer  from  time to time.  The  applicable
prospectus  supplement  will  describe  the  specific  terms of the  amended and
restated declaration of trust and the trust preferred securities offered through
that prospectus supplement.  Any final amended and restated declaration of trust
will  be  filed  with  the  SEC  if IM  Capital  Trust  issues  trust  preferred
securities.  A holder of trust preferred  securities  should read the applicable
prospectus supplement and the amended and restated declaration of trust for more
specific information.

    The prospectus  supplement relating to the trust preferred  securities being
offered will include  specific terms relating to the offering.  These terms will
include some or all of the following:  o the  designation of the trust preferred
securities;

     o    the number of trust preferred securities to be issued;

     o    the  annual   distribution   rate  and  any   conditions   upon  which
          distributions are payable,  the distribution payment dates, the record
          dates for distribution  payments and the additional  amounts,  if any,
          that may be payable with respect to the trust preferred securities;

     o    whether  distributions  will be cumulative and compounding and, if so,
          the dates from which distributions will be cumulative or compounded;

     o    the amounts  that will be paid out of the assets of IM Capital  Trust,
          after the  satisfaction  of  liabilities  to  creditors  of IM Capital
          Trust, to the holders of trust preferred  securities upon dissolution,
          winding up or termination of IM Capital Trust;

     o    any repurchase, redemption or exchange provisions;

     o    any preference or  subordination  rights upon a default or liquidation
          of IM Capital Trust;

     o    any voting  rights of the trust  preferred  securities  in addition to
          those  required  by law,  including  the  number  of votes  per  trust
          preferred security and any requirement for the approval by the holders
          of trust preferred securities, as a condition to a specified action or
          amendments to the declaration of trust;

     o    terms for any conversion or exchange of the related series of our debt
          securities or the trust preferred securities into other securities;

     o    any rights to defer distributions on the trust preferred securities by
          extending  the interest  payment  period on the related  series of our
          debt securities;

                                      -22-

     o    any terms and  conditions  upon which the  related  series of our debt
          securities  may  be   distributed   to  holders  of  trust   preferred
          securities; and

     o    any other relevant terms, rights, preferences, privileges, limitations
          or restrictions of the trust preferred securities.


    The  regular  trustee,  on behalf of IM Capital  Trust and  pursuant  to the
declaration of trust, will issue one class of trust preferred securities and one
class  of  trust  common  securities.  The  trust  preferred  and  trust  common
securities will represent undivided beneficial ownership interests in the assets
of  IM  Capital  Trust.  Except  as  described  in  the  applicable   prospectus
supplement,  the trust preferred securities will rank equally, and payments will
be made thereon  proportionately,  with the trust common  securities.  The trust
preferred  securities  will be  issued  to the  public  under  the  registration
statement of which this  prospectus is a part. The trust common  securities will
be issued directly or indirectly to us.

    The only source of cash to make payments on the trust  preferred  securities
issuable  by IM Capital  Trust will be payments  on debt  securities  IM Capital
Trust  purchases  from us. The  property  trustee of IM Capital  Trust will hold
legal title to the debt  securities IM Capital Trust  purchases in trust for the
benefit of the holders of its trust preferred securities. If IM Capital Trust is
dissolved,  after  satisfaction  of IM Capital Trust's  creditors,  the property
trustee may  distribute  the debt  securities  held in trust on a  proportionate
basis to the holders of trust preferred and trust common securities.

    We will execute a guarantee  agreement for the benefit of the holders of the
trust preferred securities.  The terms of our guarantee will be set forth in the
applicable   prospectus   supplement  and  are  summarized   under  the  caption
"Description of the Trust Preferred Securities  Guarantee" included elsewhere in
this prospectus.  The guarantee will not guarantee the payment of distributions,
as defined  below,  or any amounts  payable on redemption or  liquidation of the
trust  preferred  securities when IM Capital Trust does not have funds available
to make these payments.

    In the  applicable  prospectus  supplement  we will  also  describe  certain
material  U.S.  federal  income  tax  consequences  and  special  considerations
applicable to the trust preferred securities.

             DESCRIPTION OF THE TRUST PREFERRED SECURITIES GUARANTEE

    If and when IM Capital  Trust issues  trust  preferred  securities,  we will
fully and unconditionally  guarantee payments on the trust preferred  securities
as described in this  section,  any  applicable  prospectus  supplement  and the
guarantee  executed by us in connection with the issuance of the trust preferred
securities.  The Bank of New York, as guarantee trustee, will hold the guarantee
for the benefit of the holders of trust preferred securities.

    This  section  describes  the  general  terms  and  provisions  of our trust
preferred  securities  guarantee.  The  applicable  prospectus  supplement  will
describe the specific terms of the trust  preferred  securities  guarantee.  The
form of trust guarantee is filed with the SEC as an exhibit to the  registration
statement of which this  prospectus is a part. We will file with the SEC a final
guarantee if IM Capital  Trust issues trust  preferred  securities.  A holder of
trust preferred securities should refer to the applicable  prospectus supplement
and to the full text of our  guarantee,  including the  definitions of the terms
used and not defined in this  prospectus or the related  prospectus  supplement,
and those terms made a part of the guarantee by the Trust  Indenture Act of 1939
for more specific information.

    We will irrevocably and  unconditionally  agree to pay in full to holders of
trust  preferred  securities the following  amounts to the extent not paid by IM
Capital Trust:

     o    any accumulated and unpaid  distributions  and any additional  amounts
          with  respect to the trust  preferred  securities  and any  redemption
          price for trust  preferred  securities  called  for  redemption  by IM
          Capital  Trust,  if and to the extent that we have made  corresponding
          payments on the debt securities to the property  trustee of IM Capital
          Trust; and

                                      -23-

     o    payments upon the  dissolution of IM Capital Trust equal to the lesser
          of:

          (1)  the   liquidation   amount  plus  all   accumulated   and  unpaid
               distributions  and  additional  amounts  on the  trust  preferred
               securities  to the  extent IM  Capital  Trust  has funds  legally
               available for those payments; and

          (2)  the  amount of  assets  of IM  Capital  Trust  remaining  legally
               available  for  distribution  to the  holders of trust  preferred
               securities in liquidation of IM Capital Trust.

    We will not be required to make these liquidation payments if:

     o    IM Capital  Trust  distributes  the debt  securities to the holders of
          trust  preferred  securities  in exchange  for their  trust  preferred
          securities; or

     o    IM Capital Trust redeems the trust  preferred  securities in full upon
          the maturity or redemption of the debt securities.

    We may satisfy our  obligation to make a guarantee  payment either by making
payment  directly  to  the  holders  of  trust  preferred  securities  or to the
guarantee  trustee for  remittance to the holders or by causing IM Capital Trust
to make the payment to them.

    The  guarantee  is a guarantee  from the time of issuance of the  applicable
series of trust  preferred  securities.  THE  GUARANTEE  ONLY  COVERS,  HOWEVER,
DISTRIBUTIONS  AND OTHER  PAYMENTS ON TRUST  PREFERRED  SECURITIES IF AND TO THE
EXTENT THAT WE HAVE MADE  CORRESPONDING  PAYMENTS ON THE DEBT  SECURITIES TO THE
APPLICABLE PROPERTY TRUSTEE.  IF WE DO NOT MAKE THOSE CORRESPONDING  PAYMENTS ON
THE DEBT SECURITIES, IM CAPITAL TRUST WILL NOT HAVE FUNDS AVAILABLE FOR PAYMENTS
AND WE WILL HAVE NO OBLIGATION TO MAKE A GUARANTEE PAYMENT.

    The obligations  under the debt  securities,  the associated  indenture,  IM
Capital Trust's declaration of trust and our related guarantee,  taken together,
will provide a full and unconditional guarantee of payments of distributions and
other amounts due on the trust preferred securities.

Iron Mountain Covenants

    In the  guarantee,  we will  agree  that,  as long  as any  trust  preferred
securities  issued by IM  Capital  Trust are  outstanding,  we will not make the
payments and distributions described below if:

     o    we  are  in  default  on  our  guarantee  payments  or  other  payment
          obligations under the related guarantee;

     o    any trust  enforcement  event under IM Capital Trust's  declaration of
          trust has occurred and is continuing; or

     o    we elect to defer payments of interest on the related debt  securities
          by extending the interest payment period,  and that deferral period is
          continuing.

    In these circumstances, we will agree that we will not:

     o    declare or pay any dividends or distributions on, or redeem, purchase,
          acquire,  or make a  liquidation  payment  with respect to, any of our
          capital stock; or

     o    make any payment of  principal,  interest  or  premium,  if any, on or
          repay,  repurchase  or redeem any debt  securities  that rank  equally
          with,  or junior in interest  to, the debt  securities  we issue to IM
          Capital  Trust or

                                      -24-

          make any guarantee payments with respect to any guarantee by us of the
          debt of any of our  subsidiaries  if that guarantee ranks equally with
          or junior in  interest to the debt  securities  we issue to IM Capital
          Trust.

    However, even during these circumstances, we may:

     o    purchase  or  acquire  our  capital  stock  in  connection   with  the
          satisfaction  of our obligations  under any employee  benefit plans or
          pursuant to any contract or security  outstanding  on the first day of
          any extension period requiring us to purchase our capital stock (other
          than a contract or security ranking expressly by its terms on a parity
          with or junior to the debt securities);

     o    reclassify  our  capital  stock or  exchange  or convert  one class or
          series of our capital stock for another class or series of our capital
          stock;

     o    purchase fractional  interests in shares of our capital stock pursuant
          to the  conversion or exchange  provisions of our capital stock or the
          security being converted or exchanged;

     o    declare  dividends  or  distributions  in our capital  stock where the
          dividend  stock is the same  stock as that on which  the  dividend  is
          being paid;

     o    redeem, repurchase or issue any rights pursuant to a rights agreement;
          and

     o    make  payments  under the  guarantee  related  to the trust  preferred
          securities.

    In  addition,  as long as trust  preferred  securities  issued by IM Capital
Trust are outstanding, we will agree that we will:

     o    remain the sole direct or indirect owner of all the outstanding  trust
          common  securities  of IM Capital  Trust,  except as  permitted by its
          declaration of trust;

     o    permit  the  trust  common  securities  of  IM  Capital  Trust  to  be
          transferred only as permitted by its declaration of trust; and

     o    use  reasonable  efforts to cause IM Capital  Trust to  continue to be
          treated  as a grantor  trust for U.S.  federal  income  tax  purposes,
          except in connection  with a  distribution  of debt  securities to the
          holders of trust  preferred  securities as provided in its declaration
          of trust, in which case IM Capital Trust would be dissolved.

Amendments and Assignment

    We and the guarantee  trustee may amend the guarantee without the consent of
any holder of trust  preferred  securities if the  amendment  does not adversely
affect the rights of the holders in any material respect. In all other cases, we
and the guarantee  trustee may amend the guarantee  only with the prior approval
of the holders of at least a majority of outstanding trust preferred  securities
issued by IM Capital Trust.

    We may assign our obligations  under the guarantee only in connection with a
consolidation,  merger or asset sale  involving us that is  permitted  under the
indenture governing the debt securities.

Termination of the Guarantee

    Our guarantee will terminate upon:

     o    full payment of the redemption price of all trust preferred securities
          of IM Capital Trust;

                                      -25-

     o    distribution  of the related debt  securities,  or any securities into
          which those debt  securities  are  convertible,  to the holders of the
          trust  preferred  and trust common  securities  of IM Capital Trust in
          exchange for all the securities issued by IM Capital Trust; or

     o    full  payment of the amounts  payable upon  liquidation  of IM Capital
          Trust.

    The  guarantee  will,  however,   continue  to  be  effective,  or  will  be
reinstated,  if any holder of trust preferred  securities must repay any amounts
paid on those trust preferred securities or under the guarantee.

Status of the Guarantee

    We will specify in the applicable  prospectus  supplement the ranking of the
guarantee  with respect to our capital  stock and other  liabilities,  including
other guarantees.

    The guarantee  will be deposited  with the guarantee  trustee to be held for
the  benefit of the holders of the trust  preferred  securities.  The  guarantee
trustee will have the right to enforce the guarantee on the holders' behalf.  In
most cases, the holders of a majority of outstanding trust preferred  securities
issued by IM Capital  Trust  will have the right to direct the time,  method and
place of:

     o    conducting any  proceeding for any remedy  available to the applicable
          guarantee trustee; or

     o    exercising  any trust or other  power  conferred  upon that  guarantee
          trustee under the guarantee.

    The  guarantee  will  constitute  a  guarantee  of payment and not merely of
collection.  This  means  that  the  guarantee  trustee  may  institute  a legal
proceeding  directly  against  us  to  enforce  the  payment  rights  under  the
guarantee, without first instituting a legal proceeding against IM Capital Trust
or any other person or entity.

    If the guarantee trustee fails to enforce the guarantee or we fail to make a
guarantee  payment,  a holder of the trust preferred  securities may institute a
legal  proceeding  directly against us to enforce the holder's rights under that
guarantee without first instituting a legal proceeding against IM Capital Trust,
the guarantee trustee or any other person or entity.

Periodic Reports Under Guarantee

    We will be required to provide annually to the guarantee trustee a statement
as to our  performance of our obligations and our compliance with all conditions
under the guarantee.

Duties of Guarantee Trustee

    The guarantee  trustee normally will perform only those duties  specifically
set  forth  in the  guarantee.  The  guarantee  will  not  contain  any  implied
covenants.  If a default occurs on the guarantee,  the guarantee trustee will be
required to use the same degree of care and skill in the  exercise of its powers
under  the  guarantee  as a  prudent  person  would  exercise  or use  under the
circumstances  in the conduct of his own  affairs.  The  guarantee  trustee will
exercise  any of its  rights or powers  under the  guarantee  at the  request or
direction of holders of the trust  preferred  securities  only if the  guarantee
trustee is offered security and indemnity satisfactory to it.

     RELATIONSHIP AMONG THE DEBT SECURITIES, THE TRUST PREFERRED SECURITIES
                  AND THE TRUST PREFERRED SECURITIES GUARANTEE

    To the  extent  set  forth in the  guarantee  and to the  extent  funds  are
available,  we will irrevocably guarantee the payment of distributions and other
amounts due on the trust  preferred  securities.  If and to the extent we do not
make payments on the debt securities to the property  trustee,  IM Capital Trust
will not have sufficient funds to pay  distributions or other amounts due on the
trust  preferred  securities.  The  guarantee  does not  cover  any  payment  of
distributions or other amounts due on the trust preferred  securities  unless IM
Capital  Trust has  sufficient  funds for the payment of such  distributions  or
other  amounts.  In such  event,  a holder  of trust  preferred  securities  may
institute

                                      -26-

a legal proceeding  directly against us to enforce payment of such distributions
or other amounts to such holder after the respective due dates.  Taken together,
our obligations under the debt securities,  the associated indenture, IM Capital
Trust's  declaration of trust and our related  guarantee will provide a full and
unconditional  guarantee of payments of  distributions  and other amounts due on
the trust preferred  securities.  No single document standing alone or operating
in  conjunction  with fewer  than all of the other  documents  constitutes  such
guarantee.  It is only the combined operation of these documents that provides a
full and unconditional guarantee of IM Capital Trust's payment obligations under
the trust preferred securities.

Sufficiency of Payments

    As long as payments of interest  and other  amounts are made when due on the
debt  securities,  such payments will be sufficient to cover  distributions  and
payments due on the trust preferred securities because of the following factors:

     o    the aggregate principal amount of the debt securities will be equal to
          the  sum of the  aggregate  stated  liquidation  amount  of the  trust
          preferred securities;

     o    the interest rate and the interest and other payment dates on the debt
          securities will match the distribution rate and distribution and other
          payment dates for the trust preferred securities;

     o    we, as issuer of the debt  securities,  will pay, and IM Capital Trust
          will not be  obligated  to pay,  directly  or  indirectly,  any costs,
          expenses,  debts and obligations of IM Capital Trust,  other than with
          respect to the trust preferred securities; and

     o    the  declaration  of trust will further  provide that IM Capital Trust
          will  not  engage  in any  activity  that is not  consistent  with the
          limited purposes of IM Capital Trust.

    Notwithstanding anything to the contrary in the indenture, we have the right
to set off any payment we are otherwise  required to make thereunder against and
to the extent we have  already  made,  or are  concurrently  on the date of such
payment making, a related payment under the guarantee.

Enforcement Rights of Holders of Preferred Securities

    The  declaration of trust provides that if we fail to make interest or other
payments  on the debt  securities  when due,  taking  account  of any  extension
period,  the holders of the trust  preferred  securities may direct the property
trustee to enforce its rights under the  applicable  indenture.  If the property
trustee  fails to enforce its rights under the  indenture in respect of an event
of  default  under the  indenture,  any  holder  of  record  of trust  preferred
securities may, to the fullest extent  permitted by applicable law,  institute a
legal proceeding  against us to enforce the property  trustee's rights under the
indenture  without first  instituting  any legal  proceeding  against IM Capital
Trust, the property trustee or any other person or entity.  Notwithstanding  the
foregoing,  if a trust enforcement event has occurred and is continuing and such
event is  attributable  to our failure to pay interest,  premium or principal on
the debt securities on the date such interest, premium or principal is otherwise
payable,  then a holder of trust  preferred  securities  may  institute a direct
action  against us for  payment of such  holder's  pro rata  share.  If a holder
brings such a direct action,  we will be entitled to that holder's  rights under
IM Capital Trust's  declaration of trust to the extent of any payment made by us
to that holder.

    If we fail to make payments under the guarantee, a holder of trust preferred
securities may institute a proceeding directly against us for enforcement of the
guarantee for such payments.

Limited Purpose of Trust

    The trust  preferred  securities  evidence  undivided  beneficial  ownership
interests in the assets of IM Capital Trust, and IM Capital Trust exists for the
sole  purpose  of issuing  and  selling  the trust  preferred  and trust  common
securities and using the proceeds to purchase our debt  securities.  A principal
difference  between the rights of a holder of trust  preferred  securities and a
holder  of our debt  securities  is that a  holder  of our  debt  securities  is
entitled to receive

                                      -27-

from us the principal  amount of, and interest  accrued on, the debt  securities
held,  while a holder of trust  preferred  securities  is  entitled  to  receive
distributions  and other  payments from IM Capital  Trust,  or from us under the
guarantee,  only if, and to the extent, IM Capital Trust has funds available for
the payment of such distributions and other payments.

Rights Upon Dissolution

    Upon any voluntary or involuntary  dissolution of IM Capital Trust involving
the  redemption  or repayment of the debt  securities,  the holders of the trust
preferred  securities  will be  entitled  to  receive,  out of assets held by IM
Capital Trust,  subject to the rights of creditors of IM Capital Trust,  if any,
the  liquidation  distribution  in cash.  Because we are the guarantor under the
guarantee and, as issuer of the debt  securities,  we have agreed to pay for all
costs,  expenses  and  liabilities  of IM  Capital  Trust  other than IM Capital
Trust's  obligations  to the  holders  of the trust  preferred  securities,  the
positions  of a  holder  of trust  preferred  securities  and a  holder  of debt
securities  relative to other creditors and to our  stockholders in the event of
liquidation or bankruptcy of us would be substantially the same.

          DESCRIPTION OF CERTAIN PROVISIONS OF PENNSYLVANIA LAW AND OUR
                      ARTICLES OF INCORPORATION AND BYLAWS

    We are organized as a Pennsylvania  corporation.  The following is a summary
of  our  articles  of  incorporation  and  by-laws  and  certain  provisions  of
Pennsylvania  law.  Because  it is a  summary,  it  does  not  contain  all  the
information  that may be  important  to you. If you want more  information,  you
should read our entire articles of incorporation and by-laws, copies of which we
have previously  filed with the SEC, see "Where You Can Find More  Information,"
or refer to the provisions of Pennsylvania law.

    Pennsylvania  law, our articles of incorporation and our bylaws contain some
provisions  that could delay or make more  difficult  the  acquisition  of us by
means of a tender  offer,  a proxy contest or otherwise.  These  provisions,  as
described below, are expected to discourage  certain types of coercive  takeover
practices  and  inadequate  takeover  bids and to encourage  persons  seeking to
acquire  control of us first to negotiate  with us. We believe that the benefits
of increased  protection  of our ability to negotiate  with the  proponent of an
unfriendly or  unsolicited  proposal to acquire or  restructure  us outweigh the
disadvantages  of  discouraging  such  proposals  because,  among other  things,
negotiations  with respect to such  proposals  could result in an improvement of
their terms.

Pennsylvania Anti-Takeover Statutory Provisions

    We are subject to the anti-takeover  provisions of Section 2538 and Sections
2551-2556 of the Pennsylvania  Business Corporation Law of 1988, as amended (the
"PBCL"),  which in certain cases impose restrictions on, including providing for
supermajority  shareholder approval of, business  combinations  involving us and
any "interested  shareholder."  "Interested  shareholder" includes generally, in
the  case  of  Section  2538,  shareholders  who  are a  party  to the  business
combination or who are treated differently from other shareholders,  and, in the
case of Sections 2551-2556,  shareholders beneficially owning 20% or more of the
voting  power of a  "registered"  corporation,  such as us, or an  affiliate  or
associate  of such  corporation  which,  during  the  prior  five  year  period,
beneficially owned 20% or more of the voting power of such corporation. The term
"business  combination"  is  broadly  defined to  include  various  transactions
including mergers,  consolidations,  asset sales and other similar transactions.
The PBCL provides for further  statutory  anti-takeover  provisions  relating to
control  transactions,  control-share  acquisitions  and  disgorgement.  We have
specifically  opted  out  of  these  provisions  pursuant  to  our  articles  of
incorporation.

    The PBCL also provides that when making  decisions  concerning  takeovers or
any other matters,  the directors of a corporation  may consider,  to the extent
that they deem appropriate,  among other things, (1) the effects of any proposed
transaction upon any or all groups affected by the transaction, including, among
others, shareholders, employees, suppliers, customers, creditors and communities
in which we have offices,  (2) the  short-term  and  long-term  interests of the
corporation  and (3) the  resources,  intent and  conduct of the person  seeking
control.

                                      -28-

Classified Board of Directors

    Our bylaws  provide that,  other than  directors to be elected by holders of
any series of preferred stock, our board of directors is to be composed of three
classes,  with staggered  three-year  terms, each class to be as nearly equal in
number  as  reasonably  possible.   Accordingly,   at  each  annual  meeting  of
shareholders, only approximately one-third of the directors will be elected. The
classification of directors has the effect of making it more difficult to change
the composition of our board of directors.

    Our bylaws  provide  that a vacancy on the board of  directors,  including a
vacancy  created by an  increase  in the size of the board of  directors  by the
directors,  may be filled by a majority of the remaining directors, or by a sole
remaining director, or by the shareholders,  and each person so elected shall be
a  director  to serve for the  balance  of the  unexpired  term of that class of
directors. Likewise, under the PBCL, without an unanimous vote, shareholders may
only remove  directors for cause.  These  provisions  are to ensure that a third
party would be precluded from removing  incumbent  directors and  simultaneously
gaining  control of the board of directors by filling the vacancies with its own
nominees.

    Certain other provisions of our articles of  incorporation  and bylaws could
also have the  effect of  preventing  or  delaying  any change in control of us,
including:

     o    the  advance  notification  procedures  imposed  on  shareholders  for
          shareholder  nominations  of candidates for the board of directors and
          for other  shareholder  business to be  conducted at annual or special
          meetings;

     o    the absence of authority for shareholders to call special  shareholder
          meetings,  except in certain  limited  circumstances  mandated  by the
          PBCL; and

     o    the  absence of  authority  for  shareholder  action by  unanimous  or
          partial written consent in lieu of an annual or special meeting.

    These   provisions,   the  classified   board  of  directors  and  statutory
anti-takeover  provisions,  could make it more  difficult  for a third  party to
acquire, or discourage a third party from seeking to acquire, control of us.

Limitation of Directors' Liability

    As permitted by the PBCL,  our bylaws  provide that a director  shall not be
personally  liable for monetary  damages for any action taken, or any failure to
take any action,  unless the director breaches or fails to perform the duties of
his office  under the PBCL,  and the  breach or  failure to perform  constitutes
self-dealing,  willful  misconduct  or  recklessness.  These  provisions  of our
bylaws,  however,  do not apply to the responsibility or liability of a director
pursuant to any  criminal  statute,  or to the  liability  of a director for the
payment of our taxes  pursuant  to local,  Pennsylvania  or federal  law.  These
provisions offer persons who serve on the board of directors  protection against
awards of monetary damages for negligence in the performance of their duties.

Indemnification of Directors and Officers

    Our bylaws also  provide  that  directors  or  officers  made a party to, or
threatened  to be made a party to, or  otherwise  involved  in, any  proceeding,
because  he or she is or was a  representative  of us or is or was  serving as a
representative of another corporation or any partnership,  joint venture, trust,
employee benefit plan or other enterprise,  on our behalf,  shall be indemnified
and held  harmless by us to the fullest  extent  permitted by  Pennsylvania  law
against all expenses,  liabilities and losses reasonably  incurred by or imposed
upon him or her, in connection with any threatened, pending or completed action,
suit  or  proceeding.  Indemnification  is not  available,  however,  if a court
determines  that the act or failure to act giving rise to the claim  constitutes
willful misconduct or recklessness.

    Pursuant to our bylaws,  amending the provisions to reduce the limitation of
director's  liability or limit the right to  indemnification  requires unanimous
vote of the directors or a majority vote of the shareholders.

                                      -29-

                              PLAN OF DISTRIBUTION

    We and IM  Capital  Trust  may sell the  offered  securities  to one or more
underwriters  for public  offering and sale by them. We and IM Capital Trust may
also sell the offered  securities to investors  directly or through  agents.  We
will name any underwriter or agent involved in the offer and sale of the offered
securities in the applicable prospectus supplement.

    The distribution of offered  securities may be effected from time to time in
one or more transactions at:

     o    a fixed price or varying prices;

     o    market prices prevailing at the time of sale;

     o    prices related to the market prices; or

     o    negotiated prices.

    Underwriters,  dealers and agents  participating  in the distribution of the
securities may be deemed to be  underwriters,  and any discounts and commissions
received by them and any profit realized by them on resale of the securities may
be deemed to be underwriting  discounts and commissions under the Securities Act
of 1933. Underwriters, dealers and agents may be entitled, under agreements with
us and/or IM Capital Trust, to indemnification  against and contribution  toward
certain civil  liabilities,  including  liabilities  under the Securities Act of
1933, and to reimbursement by us and/or IM Capital Trust for certain expenses.

    If an  underwriter  or  underwriters  are  used  in the  offer  or  sale  of
securities,  we and/or IM Capital Trust will execute an  underwriting  agreement
with the underwriters at the time of sale of the securities to the underwriters,
and the  names of the  underwriters  and the  principal  terms of our  and/or IM
Capital  Trust's  agreements  with  the  underwriters  will be  provided  in the
applicable prospectus supplement.

    If we so indicate in the prospectus supplement,  we and IM Capital Trust may
authorize  agents,  underwriters or dealers to solicit offers from certain types
of institutions to purchase securities from us or IM Capital Trust at the public
offering price under delayed delivery  contracts.  These contracts would provide
for payment and delivery on a specified date in the future.  The contracts would
be subject only to those conditions described in the prospectus supplement.  The
prospectus  supplement will describe the commission  payable for solicitation of
those contracts.

    Unless otherwise specified in the related prospectus supplement, each series
of offered  securities,  other than shares of common stock,  will be a new issue
with no established  trading market. Any shares of common stock sold pursuant to
a prospectus  supplement will be listed on the New York Stock Exchange,  subject
to official  notice of issuance.  We and IM Capital  Trust may elect to list any
other  series or class of offered  securities  on an  exchange  or on the Nasdaq
National  Market,  but are not  obligated  to do so.  Any  underwriters  to whom
offered securities are sold by us for public offering and sale may make a market
in those  offered  securities.  Underwriters  will not be  obligated to make any
market,  however,  and may  discontinue  any market  making at any time  without
notice. No assurance can be given as to the liquidity of, or the trading markets
for, any offered securities.

    Certain of the  underwriters and their affiliates may engage in transactions
with and perform  services for us in the  ordinary  course of business for which
they receive compensation.

    The  specific  terms and manner of sale of the  offered  securities  will be
shown or summarized in the applicable prospectus supplement.

                       VALIDITY OF THE OFFERED SECURITIES

    Sullivan & Worcester LLP, Boston, Massachusetts, will pass upon the validity
of the debt  securities,  preferred  stock,  depositary  shares,  common  stock,
warrants,  guarantees,  stock purchase contracts and stock purchase units. As to
certain matters of Pennsylvania  law, Sullivan & Worcester LLP will rely upon an
opinion of Ballard Spahr

                                      -30-

Andrews & Ingersoll,  LLP,  Philadelphia,  Pennsylvania.  Jas. Murray Howe is of
counsel to  Sullivan & Worcester  LLP and  beneficially  owns  30,000  shares of
common stock.

    The validity of the trust  preferred  securities  to be issued by IM Capital
Trust, and the enforceability of its declaration of trust and the creation of IM
Capital  Trust,  will be passed  upon by  Richards,  Layton  and  Finger,  P.A.,
Wilmington, Delaware.

                                     EXPERTS

    The consolidated  financial statements of Iron Mountain Incorporated and its
subsidiaries  for the three years ended December 31, 2000, and its  supplemental
schedule,  Valuation and Qualifying  Accounts,  included in its Annual Report on
Form 10-K for the year  ended  December  31,  2000,  dated  March  23,  2001 and
incorporated by reference into this registration statement, have been audited by
Arthur  Andersen  LLP,  independent  public  accountants,  as set forth in their
reports. In their report on Iron Mountain's  consolidated  financial statements,
that firm states  that,  with  respect to certain  subsidiaries,  its opinion is
based on the report of RSM Robson Rhodes,  independent public  accountants.  The
consolidated financial statements and supporting schedule referred to above have
been  incorporated  by reference  herein in reliance upon the authority of those
two firms as experts in giving said reports.

    The consolidated  financial statements of Iron Mountain  Incorporated (f/k/a
Pierce Leahy Corp.), and its subsidiaries for the three years ended December 31,
1999, and its supplemental schedule, Valuation and Qualifying Accounts, included
in its Annual  Report on Form 10-K for the year ended  December 31, 1999,  dated
March 30, 2000,  have been audited by Arthur  Andersen LLP,  independent  public
accountants,  as  indicated  in their  reports  with  respect  thereto,  and are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said reports.

    The  financial  statements  of Data Base,  Inc. and  Affiliate for the three
years ended  December 31, 1998,  included in Iron  Mountain's  Current Report on
Form 8-K dated April 16, 1999, have been audited by Moss Adams LLP,  independent
public accountants,  as indicated in their report with respect thereto,  and are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said report.

    The  financial  statements of Data Storage  Center,  Inc. as of December 31,
1998  and  1999,  and  for the  years  then  ended,  included  in Iron  Mountain
Incorporated's  Current Report on Form 8-K dated May 15, 2000, have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated  herein by reference,  and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

    We file annual,  quarterly and current  reports,  proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information  on file at the SEC's  public  reference  room at 450 Fifth  Street,
N.W.,  Washington,  D.C.  20549.  You can request copies of those documents upon
payment of a duplicating fee to the SEC.  Please call the SEC at  1-800-SEC-0330
for further  information on the operation of the public reference rooms. You can
review our SEC filings and the  registration  statement by  accessing  the SEC's
Internet site at http://www.sec.gov.  Our common stock is listed on the New York
Stock Exchange where reports,  proxy statements and other information concerning
us can also be  inspected.  The  offices  of the NYSE  are  located  at 20 Broad
Street, New York, New York 10005.

                       DOCUMENTS INCORPORATED BY REFERENCE

    The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents.  The information incorporated by reference is considered
to be part of this  prospectus.  Statements  in this  prospectus  regarding  the
contents of any contract or other document may not be complete. You should refer
to the  copy of the  contract  or other  document

                                      -31-

filed as an exhibit to the registration statement.  Later information filed with
the SEC will update and supersede  information we have included or  incorporated
by reference in this prospectus.

    We incorporate by reference the following documents filed by us:

     o    Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          2000.

     o    Quarterly  Reports on Form 10-Q for the quarters  ended March 31, June
          30 and September 30, 2001.

     o    Current  Reports  on Form 8-K filed  March 23,  2001,  April 3,  2001,
          September 7, 2001, September 17, 2001 and December 13, 2001.

     o    The  description  of the common stock  contained  in the  Registration
          Statement on Form 8-A dated May 27, 1997, including all amendments and
          reports filed for the purpose of updating such description.

    In addition to the documents  listed above,  we incorporate by reference any
future filings made by us, including  filings made prior to the effectiveness of
this  registration  statement,  with the SEC under Section 13(a),  13(c),  14 or
15(d)  of the  Securities  Exchange  Act  of  1934  until  our  offering  of the
securities made by this prospectus is completed or terminated.

     We will provide you with a copy of the information we have  incorporated by
reference,  excluding exhibits other than those to which we specifically  refer.
You may obtain this  information at no cost by writing or telephoning us at: 745
Atlantic  Avenue,  Boston,  Massachusetts  02111,  (617)  535-4799,   Attention:
Investor Relations.


                                      -32-


The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

                              Subject To Completion
                 Preliminary Prospectus Dated December 13, 2001

                           Iron Mountain Incorporated

                           Direct Stock Purchase Plan



     This  prospectus  relates to our Direct Stock  Purchase  Plan.  The plan is
designed to provide  investors  with a convenient and economical way to purchase
shares of our common stock. Under the plan, participants may:

     o    Purchase  their first  shares of our common stock by making an initial
          cash investment of at least $1,000 and up to $10,000.

     o    Purchase additional shares of our common stock by making optional cash
          investments  at any time of at  least  $500  per  payment  and up to a
          maximum of $10,000 per month.

     o    Make optional  cash  investments  in excess of $10,000 per month,  but
          only after submission of a written request for waiver has been made to
          us and after we have given our written approval, which we may grant or
          refuse to grant in our sole discretion.

     o    On  investments  in excess of $10,000 that we approve,  purchase newly
          issued shares of our common stock at a discount of up to 5%, as we may
          determine from time to time in our sole discretion.

     o    Elect to automatically reinvest cash dividends, if any, that we pay in
          the future on all or a portion of their shares of common stock.

     Our common stock is listed on the New York Stock  Exchange under the symbol
"IRM."

     Investing in our securities involves risks. See "Risk Factors" beginning on
page 1.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

                      The date of this prospectus is , 2001

                                TABLE OF CONTENTS
                                                                      Page
Cautionary Note Regarding Forward-Looking Information.............     (i)
Our Company.......................................................      1
Risk Factors......................................................      1
Description of Our Direct Stock Purchase Plan.....................      1
Use of Proceeds...................................................     16
Plan of Distribution..............................................     16
Sales of Shares by Participants...................................     16
Validity of the Offered Securities................................     17
Experts...........................................................     17
Where You Can Find More Information...............................     17
Documents Incorporated By Reference...............................     17

     You  should  rely only on the  information  incorporated  by  reference  or
provided in this document and any prospectus supplement.  We have not authorized
anyone  else to provide  you with  different  information.  We are not making an
offer of these  securities in any jurisdiction  where it is unlawful.  If anyone
provides you with different or inconsistent information,  you should not rely on
it. You should not assume that the information in this prospectus is accurate as
of any date other than the date on the front of this document.

     References  in this  prospectus  to the terms  "we," "our" or "us" or other
similar terms mean Iron Mountain Incorporated and its consolidated subsidiaries,
unless we state otherwise or the context indicates otherwise.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made and  incorporated  by reference  statements  in this  document that
constitute  "forward-looking  statements" as that term is defined in the federal
securities  laws.  These  forward-looking  statements  concern  our  operations,
economic performance and financial condition. The forward-looking statements are
subject to various known and unknown  risks,  uncertainties  and other  factors.
When we use words such as "believes," "expects,"  "anticipates,"  "estimates" or
similar expressions, we are making forward-looking statements.

Although we believe that our forward-looking  statements are based on reasonable
assumptions,  our expected  results may not be achieved  and actual  results may
differ  materially  from our  expectations.  Important  factors that could cause
actual  results to differ from  expectations  include,  among others,  those set
forth below.  For a more detailed  discussion of some of these  factors,  please
read carefully the information under "Risk Factors" beginning on page 2.

     o    difficulties related to the integration of acquisitions generally and,
          more  specifically,  the  integration  of our  operations and those of
          Pierce Leahy Corp.;

     o    unanticipated costs as a result of our acquisition of Pierce Leahy;

     o    the uncertainties related to international expansion and operations;

     o    the  uncertainties  related  to  expansion  into  digital  businesses,
          including  the timing of  introduction  and market  acceptance  of the
          Company's products and services;

     o    rapid and significant changes in technology;

     o    the cost and availability of appropriate storage facilities;

     o    changes in customer preferences and demand for our services;

     o    our  significant   indebtedness  and  the  cost  and  availability  of
          financing for contemplated growth; and

     o    other general economic and business conditions.

These cautionary  statements should not be construed by you to be exhaustive and
they are made only as of the date of this  prospectus.  You  should  read  these
cautionary  statements  as being  applicable to all  forward-looking  statements
wherever  they  appear.  We  assume  no  obligation  to  update  or  revise  the
forward-looking  statements  or to update the reasons why actual  results  could
differ from those projected in the forward-looking statements.

                                      (i)

                                   OUR COMPANY

     We are the leader in records and information management services. We are an
international,  full-service provider of records and information  management and
related  services,  enabling  customers to outsource these functions.  We have a
diversified  customer base, which includes more than half of the Fortune 500 and
numerous  commercial,   legal,  banking,  healthcare,   accounting,   insurance,
entertainment  and government  organizations.  We provide  storage for all major
media, including paper, which is the dominant form of records storage,  magnetic
media,  including  computer tapes,  microfilm and  microfiche,  master audio and
video  tapes,  film and optical  disks,  X-rays and  blueprints.  Our  principal
services provided to our storage customers include courier pick-up and delivery,
filing,  retrieval and destruction of records,  database management,  customized
reporting  and  disaster  recovery  support.  We also  sell  storage  materials,
including   cardboard  boxes  and  magnetic  media,  and  provide   confidential
destruction,   consulting,   facilities   management,   fulfillment   and  other
outsourcing services.

     As of September  30, 2001,  we provided  services to over 125,000  customer
accounts in 77 markets in the United States and 44 markets outside of the United
States.  We  employ  over  10,000  people  and  operate  more  than 650  records
management facilities in the United States, Canada, Europe and Latin America.

                                  RISK FACTORS

     Investing in our securities involves risk. Potential investors are urged to
read and consider the risk factors  relating to an  investment  in Iron Mountain
described in our  Securities  and Exchange  Commission  filings,  including  our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, which is
incorporated  by  reference  in this  prospectus.  Before  making an  investment
decision, you should carefully consider these risks as well as other information
we  include  or  incorporate  by  reference  in this  prospectus.  The risks and
uncertainties  we have  described  are not the only  ones  facing  our  company.
Additional  risks  and  uncertainties  not  presently  known  to us or  that  we
currently consider immaterial may also affect our business operations.

                  DESCRIPTION OF OUR DIRECT STOCK PURCHASE PLAN

     The following questions and answers explain and constitute our Direct Stock
Purchase Plan, which we refer to below as the plan.

1. WHAT IS THE PURPOSE OF THE PLAN?

     The plan is intended to provide  investors  with a simple,  convenient  and
economical method of purchasing shares of our common stock.

     In turn, the plan provides us with an economical and flexible  mechanism to
raise equity capital  through sales of our common stock. To the extent shares of
common  stock are  purchased  directly  from us under the plan,  we will receive
proceeds  that we will use for our  general  corporate  purposes.  We will  not,
however,  receive any  proceeds  from  shares of our common  stock that the plan
administrator  may  purchase,  at  our  direction,  in  the  open  market  or in
negotiated  transactions  with third parties in order to supply shares issued to
participants under the plan.

2. WHAT OPTIONS ARE AVAILABLE UNDER THE PLAN?

     The plan allows participants to:

     o    make  initial  cash  investments  in our common stock in amounts of at
          least $1,000 and up to $10,000;

     o    make additional cash  investments in our common stock in amounts of at
          least  $500 per  payment  and up to $10,000  per  month,  or more if a
          request for waiver is granted by us; and

                                      -1-

     o    have cash  dividends,  if any, that we pay in the future on our common
          stock  automatically  reinvested  in  additional  shares of our common
          stock  (although  it is  unlikely  we will pay cash  dividends  in the
          foreseeable future).

3. WHAT ARE THE ADVANTAGES OF PARTICIPATING IN THE PLAN?

     Participants in the plan will enjoy certain benefits:

     o    You will be able to  purchase  our  common  stock  without  paying any
          brokerage  commission  and,  for  purchases  in excess of $10,000  per
          month,  potentially  at a discount of up to 5%, which discount will be
          determined at our sole discretion.

     o    Your funds will be fully invested  because the plan permits  fractions
          of shares to be credited to your account  (although  fractional  share
          certificates will not be issued).

     o    You  can  be  free  of  cumbersome  safekeeping  requirements,  as our
          custodial service will safely hold your shares in book-entry form.

     o    You will have a simple way of making periodic cash  investments in our
          company, when and as you choose, in order to build your ownership over
          time and also to utilize  dollar-cost-averaging  if such  technique is
          part of your general investment strategy.

     o    You may direct the plan  administrator  to sell or  transfer  all or a
          portion of the shares held in your plan account and  therefore you may
          find the plan an  economical  way to liquidate  holdings  from time to
          time.

     o    You will receive periodic  statements,  called statements of holdings,
          reflecting  all  current  activity  in your  plan  account,  including
          purchases,  sales and latest balances, which will simplify your record
          keeping.

4. WHAT ARE THE DISADVANTAGES OF MAKING INVESTMENTS IN IRON MOUNTAIN THROUGH THE
   PLAN?

     The plan may present certain  disadvantages to a participant as compared to
investing in our company through a brokerage firm:

     o    We may, without giving you prior notice,  change our  determination as
          to whether the plan administrator will purchase shares of common stock
          directly  from  us,  in the open  market  or in  privately  negotiated
          transactions from third parties.

     o    You will not know the actual  number of shares  purchased in any month
          for your account under the plan until after the applicable  investment
          date.

     o    Because  the  investment  price may  represent  an average of numerous
          market  prices,  it may  actually  exceed the price at which you could
          have purchased shares in the open market on the investment date.

     o    Sales of shares for  participants  that have made valid sale elections
          during any month are made at specified  times and in a manner designed
          not to disrupt the market for our common stock.  Accordingly,  you may
          experience delays in the execution of sales of your shares held in the
          plan.

     o    On purchases in excess of $10,000 that we approve, you may not be able
          to depend on the  availability  of a discount on newly  issued  shares
          acquired under the plan.  While a discount from market prices of up to
          5% may be  established  for a  particular  period,  a discount for one
          period will
                                      -2-

          not ensure the  availability  of the same  discount or any discount in
          future  periods.  For any  period  we may,  without  giving  you prior
          notice, change or eliminate the discount.

     o    Shares  deposited in a plan account may not be pledged.  If you desire
          to pledge shares  deposited in a plan  account,  you must withdraw the
          shares from the plan.

     o    You will not receive interest on funds held by the plan  administrator
          pending investment or on funds returned if we suspend or terminate the
          plan.

5. WHO WILL ADMINISTER THE PLAN?

     The  plan  will  be  administered  by  Equiserve  Trust  Company,  N.A.,  a
registered transfer agent, or any successor plan administrator we designate. The
plan administrator acts as agent for participants, keeps records of the accounts
of participants,  sends regular account statements to participants, and performs
other duties relating to the plan.  Shares purchased for each participant  under
the plan will be held by the plan  administrator  and will be  registered in the
name of such  participant  unless and until a participant  requests that a stock
certificate for all or part of such shares be issued, as more fully described in
this prospectus. Correspondence with the plan administrator should be sent to:

                      Iron Mountain Incorporated Direct Stock Purchase Plan
                      Fleet National Bank
                      c/o Equiserve
                      P.O. Box XXXXXX
                      XXXXXXXXXX, XX XXXXX

     Plan  participants  may also contact the plan  administrator by telephoning
toll free  (###)-###-####,  24 hours a day, seven days a week.  Customer service
representatives  are  available  between  the hours of 8:30 a.m.  and 6:00 p.m.,
Eastern  Time,   Monday  through  Friday.   You  may  also  refer  to  the  plan
administrator's website at www.equiserve.com.

6. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?

     Our existing  shareholders,  as well as persons  seeking to purchase  their
first shares in our company, may participate in the plan.

     A registered holder, which means a shareholder whose shares of common stock
are registered in our stock  transfer books in his or her name, may  participate
in the plan directly. A beneficial owner, which means a shareholder whose shares
are registered in our stock transfer books in a name other than his or her name,
for example, in the name of a broker, bank, or other nominee, must either become
a registered holder by having the shares  transferred into his or her name, make
arrangements with his or her broker, bank or other nominee to participate in the
plan on the participant's  behalf, or follow procedures for interested investors
who are not already shareholders.

     An interested  investor that is not currently a shareholder may participate
in the plan by making an initial cash investment in our common stock of not less
than $1,000 and not more than $10,000.  In some  circumstances,  however, we may
permit greater optional cash investments if an appropriate  waiver is filed with
us and accepted.

     The right to participate in the plan is not transferable to another person.
We reserve the right to exclude from  participation  in the plan persons who use
the plan to engage in short-term  trading  activities that cause  aberrations in
the  trading of our common  stock.  In  addition,  we reserve the right to treat
optional cash investments  submitted on forms reflecting  participants  with the
same name,  address or social  security or taxpayer  identification  number as a
single investment for purposes of determining  whether the maximum investment of
$10,000 per month would be exceeded.

                                      -3-

     If you live outside the U.S. and are not a citizen,  you can participate in
the plan provided there are not any laws or governmental  regulations that would
prohibit  your  participation  in the plan.  We reserve  the right to  terminate
participation  of any shareholder if we deem it advisable under any foreign laws
or  regulations.  All  plan  funds  must be in U.S.  funds  and  drawn on a U.S.
financial institution. If you are not in the U.S., please contact your financial
institution to verify that they can provide you with a check that clears through
a U.S. financial  institution and can print the dollar amount in U.S. funds. Due
to the longer clearing  period,  we are unable to accept checks clearing through
non-U.S. financial institutions. Please contact your local financial institution
for  details  on how to make  the  transaction.  If we  ever  pay  dividends  to
shareholders,  all dividends will be subject to  withholding  under the terms of
any  applicable  tax treaty  provisions.  Please see  Question 8 for  additional
information on dividend reinvestment.

     Participants  residing in  jurisdictions,  foreign or U.S.,  in which their
participation  in the plan would be unlawful will not be eligible to participate
in the plan.

7. HOW DOES AN ELIGIBLE PERSON PARTICIPATE IN THE PLAN?

     A person may participate in the plan by following the appropriate procedure
set forth below.

Our Registered Holders

     If you are a registered  holder of our common stock,  you may enroll in the
plan and become a participant by:

     o    completing and signing a shareholder authorization form; and

     o    returning  it to the plan  administrator  at the  address set forth in
          Question 5.

     Please note,  that if the shares you currently  own are  registered in more
than one name, for example, joint tenants or trustees, all registered holders of
such shares must sign the shareholder  authorization form exactly as their names
appear on the account registration.

     Registered  holders may obtain  additional  information  and the  necessary
shareholder  authorization form at any time by contacting the plan administrator
at the address or phone number set forth in Question 5.

Our Beneficial Owners

     If you are a  beneficial  owner  of our  common  stock  and you  desire  to
participate in the plan, you must:

     o    instruct the registered holder who holds the shares of common stock on
          your behalf, usually a broker, bank or other intermediary, to have all
          or a portion of those  shares  registered  directly in your name.  You
          would  then  follow  the  procedures  described  above for  registered
          holders; or

     o    make  arrangements  with the  broker,  bank or other  intermediary  to
          participate in the plan on your behalf.

     Alternatively,  a  beneficial  holder  may  enroll  in the plan in the same
manner  as  someone  who is not  currently  an owner  of our  common  stock,  as
described in the procedures below for interested investors.

Interested Investors Who Do Not Currently Own Our Common Stock.

     An interested  investor who is not presently one of our  shareholders,  but
desires to become a participant in the plan by making an initial cash investment
in our common stock, may join the plan by:

     o    completing and signing an initial purchase form; and

     o    forwarding it, together with a check in the amount of the initial cash
          investment  of at least  $1,000 and not more than  $10,000,  unless an
          appropriate  waiver  is  filed  with  us and  accepted,  to  the  plan
          administrator at the address set forth in Question 5.

                                      -4-

     Any offer to make an initial cash  investment  greater than $10,000 must be
made in accordance  with the procedures  described below in Question 14. Initial
cash  investments  can be made by check or money order  payable to  "EquiServe -
Iron Mountain Incorporated" All forms of payment must be in U.S. funds and drawn
on a U.S. bank. Cash and third party checks will not be accepted.

     Interested  investors may obtain  additional  information and the necessary
initial purchase form by contacting the plan administrator at the address, phone
number or website set forth in Question 5. Some state  securities  laws  require
that a registered  broker-dealer  send the  information  to their  residents.  A
registered  broker-dealer,  rather than the plan  administrator,  will forward a
copy of this prospectus and the enrollment form to residents of those states.

8. WHAT IS THE PURPOSE AND EFFECT OF COMPLETING AND  FORWARDING THE  SHAREHOLDER
   AUTHORIZATION FORM AND THE INITIAL PURCHASE FORM?

     The  shareholder  authorization  form and the  initial  purchase  form will
appoint the plan  administrator as your agent for purposes of your participation
in the plan. The forms direct the plan  administrator to apply any optional cash
investments made by you, whether transmitted with the shareholder  authorization
form, the initial  purchase form or made at dates subsequent to your enrollment,
to the purchase on your behalf of additional  full and fractional  shares of our
common stock in accordance with the plan.

     The shareholder authorization form and the initial purchase form also allow
participants to provide for the  reinvestment of dividends,  if any, through the
following options:

     o    Full  dividend  reinvestment.  This  option  allows  you  to  reinvest
          automatically all cash dividends  received on all shares of our common
          stock registered in your name and held in your plan account.

     o    Partial dividend reinvestment.  This option allows you to receive cash
          dividends  on a  specified  number  of  shares  of  our  common  stock
          registered  in your name and held in your plan account and to reinvest
          automatically  only the  dividends on any  remaining  shares of common
          stock.

     o    No  dividend  reinvestment.  This  option  allows you to receive  cash
          dividends  on all shares of our common stock  registered  in your name
          and held in your plan account.

     Any one of the above three  options  may be  selected.  In each case,  cash
dividends, if any, will be reinvested on all shares designated for participation
in the plan until the participant specifies otherwise or withdraws from the plan
altogether,  or until  the plan is  terminated.  Participation  in the  dividend
reinvestment  portion of the plan will commence  with the next dividend  payment
date after the plan administrator  receives your shareholder  authorization form
or  initial  purchase  form,  as  the  case  may  be,  provided  that  the  plan
administrator receives the form at least three business days prior to the record
date  for  such  dividend  payment.  If the  plan  administrator  receives  your
shareholder authorization form or initial purchase form less than three business
days prior to the record date for a particular  dividend payment,  participation
in the  dividend  reinvestment  portion of the plan may not  commence  until the
following dividend payment date.

     A participant may change his or her dividend  reinvestment  election at any
time by contacting the plan administrator.  Changes in the dividend reinvestment
election will be effective for a particular  dividend  payment date provided the
request is received at least three  business days prior to the related  dividend
record date. If a change in the dividend  reinvestment election is received less
than three business days prior to the related  dividend  record date, the change
may not be effective until the following dividend payment date.

     Notwithstanding our discussion of your ability to reinvest dividends, it is
unlikely that we will pay cash dividends in the  foreseeable  future and nothing
in this prospectus is intended to indicate otherwise.

     Any participant who returns a properly executed  shareholder  authorization
form or  initial  purchase  form to the plan  administrator  without  electing a
dividend  reinvestment  option will be enrolled as having selected full dividend
reinvestment.
                                      -5-

9.       WHAT ARE THE EXPENSES OF THE PLAN, AND WHO PAYS THEM?

     We  will  pay  all  fees,  brokerage  commissions,   and  related  expenses
associated with the purchase of common stock in the open market or in negotiated
transactions  with third parties on behalf of participants.  Shares for the plan
purchased  directly from us will not involve  brokerage  commissions  or trading
fees.  There is,  however,  a one-time  enrollment  fee of $10.00  which will be
deducted from the initial investment of interested investors who are not already
shareholders of Iron Mountain.

     In the event that any form of payment is  returned  unpaid for any  reason,
such as a returned check,  the participant will be subject to a $25.00 fee which
will be deducted from the participant's account.

     In addition, participants that request the sale of any of their shares held
in the plan  must  pay a  service  charge  equal to  $15.00,  plus a  commission
currently  equal  to  $0.12  per  share  plus  any  applicable  taxes.  The plan
administrator   may  effect  any  sales  of  shares  for  the  plan   through  a
broker-dealer,  in which case the broker-dealer  will receive the commission for
effecting the transaction.

     The plan administrator may also charge participants for additional services
not provided under the plan.  Brokers or nominees that  participate on behalf of
beneficial  owners for whom they are holding  shares may charge such  beneficial
owners additional fees in connection with such participation,  for which neither
the plan administrator nor we will be responsible.

     Participation  in the plan is voluntary and a participant  may  discontinue
his or her participation at any time.

10. WHAT ARE THE SOURCES OF SHARES PURCHASED UNDER THE PLAN?

     Purchases  of  shares of our  common  stock by the plan  administrator  for
participants in the plan may be made, at our election,  either (1) directly from
us out of our authorized but unissued  shares of common stock or treasury stock,
(2) in the open market,  or (3) in negotiated  transactions  with third parties.
Under  the  terms  of  our  outstanding  debt  securities  and  other  financing
arrangements,  there are limitations on our ability to repurchase  shares of our
common stock. As a result,  for the foreseeable  future,  we anticipate that all
purchases of our common stock under the plan would be made directly from us.

11. WHEN ARE SHARES PURCHASED UNDER THE PLAN?

     Optional  cash  purchases for  investments  under $10,000 will begin on the
investment date, which is the last trading day of a pricing period. Newly issued
shares will be posted to participants'  accounts as of the applicable investment
date.  Shares  purchased in the open market or in negotiated  transactions  with
third parties,  however, will be posted to the participants'  accounts after the
settlement  period.  Settlement  normally  occurs three  business days after the
investment is completed. Please see the attached Schedule A for information with
respect to pricing periods, investment dates and other information.

     Pursuant to an approved  request for waiver,  the plan  administrator  will
only acquire  shares of common stock  directly from us out of our authorized but
unissued  shares  of  common  stock or  treasury  shares.  Newly  issued  shares
purchased  with  optional  cash  investments  over  $10,000  will be  posted  to
participants' accounts as of the investment date as defined above.

     If  dividends  are  declared  at some time in the  future,  purchases  with
dividend  investments  will begin on the  dividend  payment  date.  Newly issued
shares will be posted to participants' accounts as of the dividend payment date.
Purchases  with  dividend  investments  in  the  open  market  or in  negotiated
transactions  with  third  parties,  however,  will be posted  to  participants'
accounts after the settlement period.  Settlement normally occurs three business
days after the investment is completed.  Dividends that are not invested  within
30 days of the dividend date will be paid to the participant.

     Purchases  of shares of our common stock by the plan  administrator  on the
open market or in negotiated  transactions  with third  parties  usually will be
completed  no  later  than 30 days  after  the  investment  date,  except

                                      -6-

where  completion at a later date is necessary or advisable under any applicable
securities  laws or  regulations;  provided,  however,  initial  investments and
optional cash  payments that are not invested  within 35 days of receipt will be
returned.

12. HOW IS THE PRICE DETERMINED FOR SHARES ACQUIRED THROUGH THE PLAN?

     Each  month the plan will  acquire  shares for  participants  who have made
valid and timely cash investments during that month.

     The  purchase  price  of  shares  acquired   through  the  plan  with  cash
investments of $10,000 or less during any month will be equal to:

     o    in the case of newly issued shares of our common stock, the average of
          the high and low sale  prices of our common  stock as  reported by the
          New York  Stock  Exchange  on the  investment  date,  as that  term is
          defined  above.  If no trading is reported  for that  trading day, the
          purchase  price will be equal to the  average of the high and low sale
          prices of our common stock as reported by the New York Stock  Exchange
          on the trading day immediately prior to the investment date; or

     o    in the case of shares  purchased  in the open  market or in  privately
          negotiated  transactions,  the  weighted  average  price of all shares
          purchased.

     If a request for waiver is granted by us for an  investment of greater than
$10,000 in one month, the purchase price of shares acquired through the plan for
such an investment will be equal to the volume  weighted  average price obtained
from  Bloomberg,  LP for the trading hours from 9:30 a.m. to 4:00 p.m.,  Eastern
Time, for each day during the twelve consecutive trading days ending on the last
day of the pricing period (the investment  date) assuming the threshold price is
met on each day,  less any discount  established  by us as described in Question
14,  calculated pro rata on a daily basis. For example,  if a cash investment of
$12 million is made  pursuant to an approved  request for waiver,  the number of
shares will be  calculated  for each day of the  pricing  period by taking a pro
rata portion of the total cash  investment  for each day of the pricing  period,
which would be $1 million,  and dividing it by the volume weighted average price
obtained  from  Bloomberg LP for the trading  hours from 9:30 a.m. to 4:00 p.m.,
Eastern Time,  less the  discount.  On the last day of the pricing  period,  the
total  investment  amount,  $12 million,  will be divided by the total number of
shares  acquired over the twelve days (assuming the threshold  price is met each
day) in order to establish the purchase price.

     The plan will also  acquire  shares for  participants  who have  elected to
reinvest all or a portion of their  dividends if, at some time in the future,  a
dividend  is  declared  by our board of  directors.  Purchases  of shares of our
common stock through the  reinvestment of dividends,  if any are declared,  will
begin on the  dividend  payment  date.  The  purchase  price of shares  acquired
through the plan through the reinvestment of dividends will be equal to:

     o    in the case of newly issued shares of our common stock, the average of
          the high and low sale  prices of our common  stock as  reported by the
          New York Stock Exchange on the dividend payment date. If no trading is
          reported for the dividend  payment  date,  the purchase  price will be
          equal to the  average  of the high and low sale  prices of our  common
          stock as  reported  by the New York Stock  Exchange on the trading day
          immediately prior to the dividend payment date; or

     o    in the case of shares  purchased  in the open  market or in  privately
          negotiated  transactions,  the  weighted  average  price of all shares
          purchased with the dividend funds.

     The price at which  shares are  acquired  under the plan is  referred to in
this  prospectus  as the  investment  price.  The trading  period over which the
investment  price is calculated  for purchases in excess of $10,000 per month is
referred to as the pricing  period.  The single date each month on which  shares
are acquired under the plan for  participants  who have made purchase  elections
for such month is referred to in this prospectus as the investment date.

     Please  note  that  participants  will  not be able to  instruct  the  plan
administrator to purchase shares at a specific time or at a specific price.

                                      -7-

13. HOW ARE OPTIONAL CASH INVESTMENTS FOR AMOUNTS OF $10,000 OR LESS MADE?

     All  participants,  including  brokers,  banks and nominees with respect to
shares registered in their name on behalf of beneficial  owners, are eligible to
make optional cash investments at any time.

     Other  interested  investors that are not  shareholders  of our company are
also  eligible to make  initial  investments  in our common stock at any time by
submitting an initial purchase form and funds representing their desired initial
investments.

     The plan  administrator  will apply all investments under $10,000 per month
by check or money order, for which good funds are received at least one business
day before the first day of the pricing period, to the purchase of shares of our
common stock on the applicable  investment date for that pricing period. If good
funds are received by the plan  administrator  for checks and money orders after
this deadline,  they will not be invested  until the next  following  investment
date.  No interest will be paid on any funds  pending  investment.  All optional
cash  investments are subject to collection by the plan  administrator  for full
face value in U.S. dollars.

     There is no obligation to make an optional cash investment at any time, and
the amount of such investments may vary from time to time.

     All optional cash  investments  made by check or money order should be made
payable to:

                             "EquiServe - Iron Mountain Incorporated"

and mailed to the plan  administrator,  along with the cash  investment or other
transaction  form attached to the bottom of each  statement of holdings,  at the
address  listed  on the  form.  Due to the  longer  clearance  period,  the plan
administrator  is unable to accept checks  clearing  through  non-United  States
banks.  Any checks not drawn on a United  States  bank or not  payable in United
States  dollars will be returned to the  participant,  as will any cash or third
party checks.  If you are not in the United States,  contact your bank to verify
that they can provide you with a check that clears  through a United States bank
and can print the dollar amount in United States funds.  Other forms of payment,
such as wire transfers, may be made, but only if approved in advance by the plan
administrator. Inquiries regarding other forms of payments and all other written
inquiries should be directed to the plan  administrator at the address set forth
in Question 5.

     In the event that any form of payment is  returned  unpaid for any  reason,
the plan  administrator  will consider the request for  investment of such funds
null  and void and  shall  immediately  remove  from the  participant's  account
shares,  if any,  purchased  upon  the  prior  credit  of such  funds.  The plan
administrator  shall  then be  entitled  to sell  those  shares to  satisfy  any
uncollected  amounts.  If the net  proceeds  of the  sale of  these  shares  are
insufficient  to  satisfy  the  balance  of the  uncollected  amounts,  the plan
administrator  shall  be  entitled  to sell  such  additional  shares  from  the
participant's  account necessary to satisfy the uncollected balance. Any deposit
returned  unpaid will be subject to a $25.00 fee that will be deducted  from the
participant's account.

14. HOW ARE OPTIONAL CASH INVESTMENTS OF MORE THAN $10,000 MADE?

     Optional cash  investments  in excess of $10,000 per month may be made only
pursuant to a request  for waiver  accepted by us.  Participants  may  ascertain
whether we are  accepting  requests for waiver in any given  month,  and certain
other important information, by telephoning Investor Relations at (617) 535-4799
or such other  number as we may  establish  for this  purpose from time to time.
Participants  who wish to make an optional cash  investment in excess of $10,000
for any investment  date,  including those whose proposed  investments have been
aggregated  so as to exceed  $10,000 as described  above,  must obtain our prior
written  approval and a copy of such written  approval  must  accompany any such
optional  cash  investment.  Good  funds  for  such  optional  cash  investments
exceeding $10,000 per month must be received by the plan  administrator no later
than one business day prior to the first day of the pricing period.  To obtain a
request for waiver or additional  information,  a participant  may call Investor

                                      -8-

Relations at the number  above.  Completed  requests for waiver  should be faxed
directly to Investor Relations at (617) 535-7881.

     We also  may make  the  foregoing  information  available  on the  Investor
Relations  segment of our website at  http://www.ironmountain.com  or on another
website we may  establish  for this purpose  from time to time.  The website may
also contain a form for submitting a request for waiver via electronic mail.

     We have sole discretion to grant any approval for optional cash investments
in excess of the  allowable  maximum  amount.  In deciding  whether to approve a
request for waiver, we will consider relevant factors including, but not limited
to:

     o    our need for additional funds,

     o    the attractiveness of obtaining such additional funds through the sale
          of our common stock as compared to other sources of funds,

     o    the purchase price likely to apply to any sale of common stock,

     o    the participant submitting the request,

     o    the extent and nature of such participant's prior participation in the
          plan,

     o    the number of shares held of record by such participant, and

     o    the aggregate amount of optional cash investments in excess of $10,000
          for which requests for waiver have been submitted by all participants.

     If  requests  for  waiver  are  submitted  for any  investment  date for an
aggregate  amount in excess of the amount we are then willing to accept,  we may
honor such requests in order of receipt, pro rata or by any other method that we
determine, in our sole discretion, to be appropriate.

     We reserve the right to modify,  suspend or terminate  participation in the
plan by otherwise eligible registered holders or beneficial owners of our common
stock for any reason whatsoever, including elimination of practices that are not
consistent with the purposes of the plan.

Threshold  Price with  Respect to Optional  Cash  Investments  Made  Pursuant to
Requests for Waiver

     We may establish  for any pricing  period a threshold  price  applicable to
optional cash investments  made pursuant to requests for waiver.  At least three
trading days prior to the first day of the applicable  pricing  period,  we will
determine  whether to establish a threshold  price and, if a threshold  price is
established,  its  amount,  and  will so  notify  the plan  administrator.  This
determination  will be made  by us in our  sole  discretion  after a  review  of
current market  conditions,  the level of participation in the plan, and current
and projected  capital  needs.  Participants  may ascertain  whether a threshold
price has been set or waived for any given  pricing  period  and any  applicable
discount by  telephoning  Investor  Relations at (617) 535-4799 or at such other
number as we may establish from time to time.

     If established for any pricing  period,  the threshold price will be stated
as a  dollar  amount  that the  volume  weighted  average  price  obtained  from
Bloomberg,  LP for the trading hours from 9:30 a.m. to 4:00 p.m.,  Eastern Time,
must equal or exceed on each trading day of the relevant pricing period.  In the
event that the threshold price is not satisfied for a trading day in the pricing
period or there are no trades of our common stock reported by the New York Stock
Exchange  for a trading  day,  then that  trading day will be excluded  from the
pricing  period  with  respect to optional  cash  investments  made  pursuant to
requests for waiver,  and all trading  prices for that day will be excluded from
the determination of the purchase price. For example,  if the threshold price is
not  satisfied  for three of the 12 trading days in a pricing  period,  then the
purchase  price will be based upon the remaining  nine trading days on which the
threshold price was satisfied.

                                      -9-

     In  addition,  a pro rata portion of each  optional  cash  investment  made
pursuant  to a request for waiver  will be  returned  for each  trading day of a
pricing period on which the threshold price is not satisfied or for each trading
day on which no trades of shares or common  stock are  reported  on the New York
Stock  Exchange,  as soon as  reasonably  practicable  after the pricing  period
without interest. The returned amount will equal one-twelfth of the total amount
of such optional cash  investment,  not just the amount exceeding  $10,000,  for
each trading day that the threshold  price is not satisfied.  Thus, for example,
if in January 2002,  the  threshold  price is not satisfied or no such sales are
reported for three of the twelve trading days in a pricing  period,  3/12 , that
is 25%, of such optional  cash  investment  will be returned to the  participant
without interest.

     The  establishment  of the  threshold  price and the  possible  return of a
portion  of the  investment  applies  only to  optional  cash  investments  made
pursuant  to a request  for  waiver  but  applies  to the  entire  amount of the
optional cash investment, including the first $10,000. Setting a threshold price
for a pricing  period shall not affect the setting of a threshold  price for any
subsequent  pricing period.  For any particular month, we may waive our right to
set a threshold price. Neither we nor the plan administrator will be required to
provide any written  notice to  participants  as to the threshold  price for any
pricing period.  Participants may, however,  ascertain whether a threshold price
has been set or waived for any given pricing period and any applicable  discount
by telephoning  Investor  Relations at (617) 535-4799 or at such other number as
we may establish from time to time.

Discount

     Each  month,  at least  three  trading  days  prior to the first day of the
applicable pricing period, we may establish a discount from the investment price
applicable to shares purchased under the plan with cash investments in excess of
$10,000 pursuant to a request for waiver during that month. Such discount, which
we refer to as the discount, may range between 0% and 5% of the investment price
and may vary each month. The discount may be increased,  decreased or eliminated
by us in any given  month.  We also  reserve  the right to  establish  a reverse
auction  procedure  by  which   participants   seeking  to  make  optional  cash
investments under a waiver may submit to us a "bid" with respect to the discount
at which they are willing to make the optional cash investment. Participants may
obtain  the  discount  applicable  to the next  pricing  period  by  telephoning
Investor Relations at (617) 535-4799 or at such other number as we may establish
from time to time.  Setting a discount for a  particular  month shall not affect
the setting of a discount for any subsequent month.

15. WHAT LIMITATIONS AND EXCEPTIONS APPLY TO OPTIONAL CASH INVESTMENTS?

Minimum/Maximum Limits

     For any investment date, optional cash investments made by our shareholders
are subject to a minimum of $500 per payment and a maximum of $10,000 per month,
unless a request for waiver has been approved as described  above,  and optional
cash investments made by interested  investors who are not then  shareholders of
our company are subject to a minimum initial  investment of $1,000 and a maximum
of $10,000, unless a request for waiver has been approved.

     Optional cash investments of less than the allowable monthly minimum amount
and that  portion of any optional  cash  investment  that exceeds the  allowable
monthly  maximum  amount will be returned,  except as noted  above,  promptly to
participants,  without  interest,  but  subject to a $25.00 fee.  Optional  cash
investments  submitted  by  brokerage  firms or other  nominees  on  behalf of a
participant  may be aggregated for purposes of  determining  whether the $10,000
limit will be exceeded. In addition, we reserve the right to treat optional cash
investments  submitted  on forms  reflecting  participants  with the same  name,
address  or  social  security  or  taxpayer  identification  number  as a single
investor  for  purposes  of  determining  whether  the  $10,000  limit  would be
exceeded.  Please note that  dividend  funds,  if any, will not be combined with
optional  cash  investments  in  determining  whether the $10,000 limit has been
exceeded.

                                      -10-

16. WHAT IF A PARTICIPANT HAS MORE THAN ONE ACCOUNT IN THE PLAN?

     For the purpose of the limitations discussed in this prospectus, we reserve
the right to aggregate all optional cash investments for participants  with more
than one  account  using the same name,  address or social  security or taxpayer
identification  number.  For participants  unable to supply a social security or
taxpayer  identification number,  participation may be limited by us to only one
plan account.  Also for the purpose of such limitations,  all plan accounts that
we believe to be under common  control or management or to have common  ultimate
beneficial  ownership may be  aggregated.  In the event we exercise our right to
aggregate investments and the result would be an investment in excess of $10,000
without an approved request for waiver, we will return,  without  interest,  but
subject to a $25.00 fee, as  promptly as  practicable,  any amounts in excess of
the investment limitations.

17. IN WHAT SITUATIONS WILL AN INVESTMENT BE RETURNED TO A PARTICIPANT?

     The plan  administrator  will return  optional cash  investments  less than
$10,000 to a  participant  provided  the plan  administrator  receives a written
request at least one business day prior to the first day of the pricing  period.
Optional cash investments  less than $10,000 will be returned by check,  without
interest,  as soon as  reasonably  practicable.  Please note that  optional cash
investments  greater  than  $10,000  for which a  participant  has  received  an
approved  request for waiver will not be returned to a participant.  Question 11
further  provides for returns of optional and initial cash  investments  if such
investments  are not made  within 35 days of  receipt  of  funds.  Additionally,
Question 11 provides  that cash  dividends  will be  disbursed  if not  invested
within 30 days of the dividend payment date.

18.  WILL  CERTIFICATES BE ISSUED TO  PARTICIPANTS  FOR THE SHARES OF OUR COMMON
     STOCK PURCHASED UNDER THE PLAN?

     All shares purchased pursuant to the plan will be held in "book entry" form
through accounts  maintained by the plan  administrator.  This serves to protect
against  the loss,  theft or  destruction  of  certificates  evidencing  shares.
Participants  may contact  the plan  administrator  at the address or  telephone
number set forth in Question 5 above,  or may utilize  the cash  investment  and
other transaction form attached to the bottom of each statement of holdings,  in
order to  request a  certificate  for all or a  portion  of the  shares  held in
book-entry form. Upon such a request,  the plan administrator  will, within five
business days of receipt of the request,  issue and deliver certificates for the
whole shares credited to that participant's account. Certificates will be issued
only in the  same  names  as  those  enrolled  in the  plan.  In no  event  will
certificates for fractional shares be issued.

     If a  participant  requests a  certificate  for whole  shares of our common
stock held in his or her account, distributions on those shares will continue to
be reinvested  under the plan in the same manner as prior to the request so long
as the shares of common stock remain registered in the participant's name.

19.  MAY A  PARTICIPANT  DEPOSIT WITH THE PLAN  ADMINISTRATOR  CERTIFICATES  FOR
     SHARES WHICH HE OR SHE ALREADY OWNS OUTSIDE THE PLAN?

     Yes, if the certificates are  unrestricted.  Whether or not the participant
has previously authorized reinvestment of dividends,  certificates registered in
the participant's name that do not bear any legend  restricting  transfer may be
surrendered  to the plan  administrator  for deposit in the  participant's  plan
account.  If a  participant  desires to deposit  certificates  for shares of our
common stock with the plan  administrator,  the participant may contact the plan
administrator  at the address or telephone  number  listed in Question 5 for the
proper procedure.

20.  CAN PARTICIPANTS SELL SHARES HELD UNDER THE PLAN?

     Participants  may  contact the plan  administrator  in order to request the
sale of all or a portion of the shares  held in their  plan  account.  Following
receipt of instructions from a participant,  the plan  administrator  will sell,
through  an  independent  broker  or  institution,   those  shares  as  soon  as
practicable and will remit a check for the proceeds of such sale, less a service
charge equal $15.00, brokerage commissions and any applicable taxes.

     Shares  to be  sold  will  be  aggregated  by the  plan  administrator  and
generally  sold within  five  business  days.  The sales price per share will be
equal to the weighted  average price of all shares sold on the trading day, less
brokerage commissions, which are currently equal to $0.12 per share.

     Please note that the plan administrator is not able to accept  instructions
to sell on a particular date or at a specific price.

                                      -11-

21.  CAN A PARTICIPANT TRANSFER SHARES HELD IN THE PLAN TO SOMEONE ELSE?

     Participants may transfer  ownership of a portion or all of the shares held
in their plan account. Participants should contact the plan administrator at the
address  or  telephone  number  listed  in  Question  5  for  detailed  transfer
instructions.

22.  WHAT  HAPPENS  IF A  PARTICIPANT  SELLS OR  TRANSFERS  SHARES  OR  ACQUIRES
     ADDITIONAL SHARES?

     If a participant has elected to have dividends automatically  reinvested in
the  plan and  subsequently  sells or  transfers  all or any part of the  shares
registered in the participant's  name,  automatic  reinvestment will continue as
long as shares are  registered  in the name of the  participant  or held for the
participant  by the plan  administrator  or  until  termination  of  enrollment.
Similarly,  if a participant has elected the "Full Dividend Reinvestment" option
under the plan and subsequently  acquires  additional  shares  registered in the
participant's  name,  dividends  paid  on  such  shares  will  automatically  be
reinvested  until  termination of enrollment.  If,  however,  a participant  has
elected the "Partial  Dividend  Reinvestment"  option and subsequently  acquires
additional shares that are registered in the participant's name,  dividends will
be reinvested  according to the participant's  instructions as given on the most
recent shareholder  authorization  form.  Participants may change their dividend
reinvestment elections by submitting a new shareholder  authorization form or by
contacting the plan administrator. However, we remind you that it is unlikely we
will pay cash dividends in the foreseeable future.

23.  WHAT REPORTS ARE SENT TO PARTICIPANTS?

     After any activity  occurs relating to a  participant's  plan account,  the
participant  will be sent a statement of holdings  that will provide a record of
the costs of the shares of our common stock purchased or the price of the shares
sold for that  account,  the  purchase  or sale date and the number of shares of
common stock then in that account. We recommend that you retain these statements
for income tax and general record keeping purposes.

     In addition,  each  participant  will be sent our annual report,  notice of
annual  meeting and proxy  statement  and income tax  information  for reporting
distributions received. All reports and notices from the plan administrator will
be addressed to the participant's last known address. Participants should notify
the plan administrator promptly in writing of any change of address.

24.  MAY A PARTICIPANT TERMINATE HIS OR HER PLAN ACCOUNT?

     Yes, a participant  may terminate his or her plan account by contacting the
plan administrator at the address or telephone number listed in Question 5 or by
utilizing  the cash  investment  and other  transaction  form  attached  to each
statement of holdings.  Participation  will be terminated as soon as practicable
provided  the  request is received  at least  seven  business  days prior to the
payable date for a dividend payment.  If the request is received less than seven
business days prior to the payable date for a dividend payment,  the termination
may be postponed  until after the  reinvestment of any dividends on the dividend
payment  date.  After that time all cash  dividends,  if any, on shares owned by
such participant will be sent to the participant.

     If a purchase of shares on behalf of a participant  pursuant to the plan is
pending,   such  participant  may  not  terminate  enrollment  until  after  the
investment date relating to such pricing period.  Any fractional  shares held in
the plan at the time of  termination  will be  converted to cash on the basis of
the last applicable  investment  price. If a participant's  plan account balance
falls  below  one full  share,  the plan  administrator  reserves  the  right to
liquidate the fraction and remit the proceeds,  less any applicable fees, to the
participant at its address of record.

25.  WHAT HAPPENS WHEN A PARTICIPANT TERMINATES AN ACCOUNT?

     As soon as practicable  after notice of  termination is received,  the plan
administrator  will send to the  participant  (1) a certificate  evidencing  all
whole  shares  of  our  common  stock  held  in  the  account  and  (2) a  check

                                      -12-

representing the value of any fractional  shares of our common stock held in the
account.  After an account is terminated,  we will pay all distributions for the
terminated  account to the  participant  unless  the  participant  re-elects  to
participate in the plan.

     When terminating an account, the participant may request that all shares of
our common stock,  both whole and fractional,  held in the plan account be sold,
or that certain of the shares of such common stock be sold and a certificate  be
issued  for the  remaining  shares.  The plan  administrator  will  remit to the
participant  the  proceeds of any sale of shares of our common  stock,  less the
charges,  fees and  commissions  listed in Question 20. The sale price per share
will be equal to the  weighted  average  price of all shares sold on the trading
day, less brokerage commissions, which are currently $0.12 per share.

26.  WHEN MAY A FORMER PARTICIPANT RE-ELECT TO PARTICIPATE IN THE PLAN?

     Generally,  any former participant may re-elect to participate at any time.
However,  the plan administrator  reserves the right to reject any authorization
form on the grounds of excessive  joining and  withdrawing.  This reservation is
intended to minimize unnecessary  administrative expense and to encourage use of
the plan as a long-term investment service.

27.  WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN THE PLAN?

     The  tax   consequences   resulting  from  optional  cash  investments  are
uncertain. Participants may be deemed to receive a distribution from us upon the
purchase  of shares  pursuant to the plan in an amount  equal to the excess,  if
any, of the fair market value of the shares acquired on the investment date plus
the  participant's  share of any fees paid by us over the purchase price for the
shares.  The fair market value of shares  acquired on an investment  date is not
likely to differ from the amount of optional  cash  investment  by  participants
making  investments  not  exceeding  $10,000 in any single  month.  Participants
making  investments  exceeding  $10,000 in a single month who are eligible for a
discount may be more likely to have a  difference  between the fair market value
of  shares  acquired  on an  investment  date and the  amount of  optional  cash
investment.

     Any such deemed  distribution  will be treated as a taxable dividend to the
extent attributable to our current or accumulated  earnings and profits and then
only if other  shareholders  receive or are deemed to receive  distributions  of
cash or other  property  from us. If the  deemed  distribution  is  taxable as a
dividend, the shares purchased under the plan will have a tax basis equal to the
amount  of  the  optional  cash   investment  plus  the  amount  of  the  deemed
distribution,  if any,  which is  treated as a taxable  dividend.  If the deemed
distribution  is  not  treated  as  a  taxable  dividend,  the  effect  of  such
distribution  on a  shareholder's  basis  in his  shares  is  uncertain.  If the
distribution  is  treated as made  solely  with  respect  to the newly  acquired
shares,  or if the shareholder  does not own other shares of our common stock at
the time of the  optional  cash  investment,  the basis of such  newly  acquired
shares will  generally  equal the amount paid for such shares.  However,  if the
distribution  is treated as made with respect to both the newly acquired  shares
(or  fraction  thereof)  and the other  shares of our common  stock held by such
shareholder,  the basis of the newly acquired  shares (or fraction  thereof) may
exceed the amount  paid for such  shares and the basis for the shares held prior
to the optional  investment would be correspondingly  reduced. In any event, the
aggregate  bases for all of a  shareholder's  shares of our common stock will be
equal to the  aggregate  bases for the shares  previously  owned plus the amount
paid for the newly  acquired  shares.  Finally,  it is unclear as to whether any
gain or loss  realized  with  respect to a deemed  nondividend  distribution  in
excess  of  stock  basis  would  be  calculated  on a  per-share  basis or on an
aggregate  basis  for all of the  holder's  shares,  including  the  shares,  or
fraction thereof, purchased under the plan.

     As to reinvested dividends, participants will be treated as having received
a distribution  from us equal to the fair market value on the investment date of
the shares, if any, acquired with reinvested dividends pursuant to the plan plus
the  participant's  share  of any fees  paid by us.  Such  distribution  will be
treated as a taxable  dividend  to the  extent  attributable  to our  current or
accumulated  earnings and profits.  If we do not have earnings and profits,  any
excess  will  first be  treated  as a  tax-free  return  of  capital,  causing a
reduction  in the basis of existing  shares,  and the balance will be treated as
capital gain recognized on a sale or exchange.  A participant's tax basis in the
distributed  shares  will  equal  the fair  market  value of such  shares on the
investment date plus the participant's share of any fees paid by us.

                                      -13-

     A  participant's  holding period for shares  acquired  pursuant to the plan
will begin on the day following the date on which the shares are credited to the
participant's account. When a participant receives certificates for whole shares
credited to the  participant's  account under the plan, the participant will not
realize  any  taxable  income.  However,  a  participant  that  receives  a cash
adjustment for a fraction of a share will realize a gain or loss with respect to
such fraction.  A gain or loss also will be realized by the participant whenever
whole  shares are sold,  either  pursuant  to the  participant's  request,  upon
withdrawal  from the plan or after  withdrawal from the plan. The amount of such
gain or loss will be the  difference  between  the amount  that the  participant
receives  for the  shares  or  fraction  of a share  and  the tax  basis  of the
participant in the shares.

     THE FOREGOING IS ONLY A SUMMARY OF THE FEDERAL INCOME TAX  CONSEQUENCES  OF
PARTICIPATION  IN THE PLAN AND DOES NOT CONSTITUTE  TAX ADVICE.  THIS SUMMARY IS
BASED ON THE  CURRENT  STATE OF  FEDERAL  LAW AND  DOES  NOT TAKE  INTO  ACCOUNT
POSSIBLE CHANGES IN SUCH LAW. ANY SUCH CHANGES MAY HAVE  RETROACTIVE  EFFECT AND
MAY  ADVERSELY  AFFECT THE  DISCUSSION  IN THIS  SUMMARY.  THIS SUMMARY DOES NOT
ADDRESS  THE  SPECIAL  TAX  CONSEQUENCES  THAT  MAY  BE  APPLICABLE  TO  CERTAIN
PARTICIPANTS   SUBJECT   TO  SPECIAL   TAX   TREATMENT   (INCLUDING   TAX-EXEMPT
ORGANIZATIONS, BROKERS, DEALERS AND FOREIGN SHAREHOLDERS). THIS SUMMARY DOES NOT
REFLECT EVERY POSSIBLE OUTCOME THAT COULD RESULT FROM  PARTICIPATION IN THE PLAN
AND,  THEREFORE,  PARTICIPANTS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS FOR
FURTHER  INFORMATION WITH RESPECT TO THE FEDERAL,  FOREIGN,  STATE AND LOCAL TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN.

28.  HOW ARE THE  PARTICIPANT'S  SHARES OF  COMMON  STOCK  VOTED AT  SHAREHOLDER
     MEETINGS?

     The plan administrator will send participants proxy materials,  including a
proxy card,  relating to both the shares for which  participants  hold  physical
certificates  and the  shares of our common  stock held in their plan  accounts.
Shares  will be voted at  shareholder  meetings as that  participant  directs by
proxy. Shares of our common stock may also be voted in person at the meeting.

29.  WHAT IS THE  RESPONSIBILITY  OF IRON  MOUNTAIN  AND THE PLAN  ADMINISTRATOR
     UNDER THE PLAN?

     Our company and the plan administrator,  in administering the plan, are not
liable  for any act done in good faith or for any good  faith  omission  to act,
including, without limitation, any claim of liability:

     o    with  respect to the  prices  and times at which  shares of our common
          stock are purchased or sold for a participant; or

     o    with  respect to any  fluctuation  in market value before or after any
          purchase or sale of shares of our common stock; or

     o    arising out of any failure to terminate a  participant's  account upon
          that participant's death prior to the plan administrator's  receipt of
          notice in writing of the death.

     o    Neither  our  company  nor the  plan  administrator  can  provide  any
          assurance of a profit, or protect a participant from a loss, on shares
          of our common stock  purchased  under the plan.  These  limitations of
          liability  do not affect any  liabilities  arising  under the  federal
          securities laws, including the Securities Act.

     The plan  administrator may resign as plan administrator of the plan at any
time, in which case we will appoint a successor plan administrator. In addition,
we may replace the plan administrator with a successor plan administrator at any
time.

                                      -14-


30.  WHAT HAPPENS IF WE MAKE A  DISTRIBUTION  OF SHARES OF COMMON STOCK OR SPLIT
     OUR SHARES?

     If there is a  distribution  payable  in  shares of our  common  stock or a
common  stock  split,  the plan  administrator  will  receive  and credit to the
participant's  plan account the  applicable  number of whole  and/or  fractional
shares of common stock based on the number of shares of common stock held in the
participant's  plan account and  registered  in the  participant's  name.  If we
effect a reverse  stock split,  the number of shares held in each  participant's
plan account will be proportionately reduced.

31.  WHAT HAPPENS IF WE HAVE A RIGHTS OFFERING?

     If we have a rights offering in which  separately  tradable and exercisable
rights are issued to registered  holders of shares of our common stock,  we will
transfer the rights  attributable  to whole shares of our common stock held in a
participant's  plan account and registered in the participant's name to the plan
participant as promptly as practicable after the rights are issued.

32.  MAY A  PARTICIPANT  PLEDGE  SHARES OF COMMON  STOCK HELD IN HIS OR HER PLAN
     ACCOUNT?

     A participant  may not pledge shares of our common stock held in his or her
plan account,  and any such  purported  pledge will be void. A  participant  who
wishes to pledge shares of our common stock must request that a certificate  for
those  shares  first be issued in the  participant's  name or  transferred  to a
brokerage account.

33.  MAY WE SUSPEND OR TERMINATE THE PLAN?

     We may  suspend  or  terminate  the  plan at any  time.  If we  suspend  or
terminate the plan, all funds held by us for investment will be returned without
interest.  We also  reserve the right to modify,  suspend,  terminate  or refuse
participation in the plan to any person at any time.

34.  MAY WE AMEND THE PLAN?

     We may  amend  or  supplement  the  plan  at any  time.  Any  amendment  or
supplement  will only be effective  upon mailing  appropriate  written notice at
least 30 days prior to the effective date thereof to each  participant.  Written
notice  is not  required  when  an  amendment  or  supplement  is  necessary  or
appropriate  to comply with the rules or policies of the Securities and Exchange
Commission,  the Internal Revenue Service or other regulatory  authority or law,
or when an  amendment or  supplement  does not  materially  affect the rights of
participants.  The  amendment or  supplement  will be deemed to be accepted by a
participant unless,  prior to the effective date thereof, the plan administrator
receives written notice of the termination of a participant's plan account.  Any
amendment may include an  appointment  by the plan  administrator  or by us of a
successor bank or agent,  in which event we are authorized to pay that successor
bank  or  agent  for  the  account  of the  participant  all  distributions  and
distributions  payable on shares of our common stock held by the participant for
application by that successor bank or agent as provided in the plan.

35.  WHAT HAPPENS IF WE TERMINATE THE PLAN?

     If the plan is terminated,  each participant will receive (1) a certificate
for all whole shares of our common stock held in the participant's  plan account
and (2) a check  representing  the value of any fractional  shares of our common
stock held in the  participant's  plan account and any uninvested  distributions
held in the account.

36.  WHO INTERPRETS AND REGULATES THE PLAN?

     We are authorized to issue such interpretations, adopt such regulations and
take such action as we may deem reasonably necessary to effectuate the plan. Any
action  we or the plan  administrator  take to  effectuate  the plan in the good
faith exercise of our judgment will be binding on participants.

                                      -15-

                                 USE OF PROCEEDS

     Unless  otherwise  described in any applicable  prospectus  supplement,  we
intend  to use the net  proceeds  from  the  sale of our  common  stock  offered
pursuant  to  the  plan  for  general  corporate  purposes,  which  may  include
acquisitions,  investments  and the repayment of  indebtedness  outstanding at a
particular time, including the reduction of amounts outstanding under our credit
agreement or any other credit facility.  Pending this utilization,  the proceeds
from the sale of our common stock offered  pursuant to the plan will be invested
in short-term, dividend-paying or interest-bearing investment grade securities.

                              PLAN OF DISTRIBUTION

     Subject  to the  discussion  below,  we will  distribute  newly  issued  or
treasury shares of our common stock sold under the plan,  rather than through an
underwriter,  broker or dealer. There are no brokerage commissions in connection
with the purchases of such newly issued or treasury shares of common stock.

     In connection with the  administration  of the plan, we may be requested to
approve  investments  made  pursuant to  requests  for waiver by or on behalf of
participants or other investors who may be engaged in the securities business.

     Persons who acquire shares of common stock through the plan and resell them
shortly after  acquiring  them,  including  coverage of short  positions,  under
certain circumstances, may be participating in a distribution of securities that
would require compliance with Regulation M under the Securities  Exchange Act of
1934  and  may be  considered  to be  underwriters  within  the  meaning  of the
Securities  Act of 1933.  We will not  extend to any such  person  any rights or
privileges other than those to which it would be entitled as a participant,  nor
will we enter into any  agreement  with any such person  regarding the resale or
distribution  by any such person of the shares of our common stock so purchased.
We may, however, accept investments made pursuant to requests for waiver by such
persons.

     From time to time, financial intermediaries, including brokers and dealers,
and other  persons may engage in  positioning  transactions  in order to benefit
from any waiver  discounts  applicable to investments  made pursuant to requests
for waiver under the plan.  Those  transactions  may cause  fluctuations  in the
trading  volume of our common  stock.  Financial  intermediaries  and such other
persons who engage in positioning transactions may be deemed to be underwriters.
We have no arrangements or understandings,  formal or informal,  with any person
relating  to the sale of shares of our  common  stock to be  received  under the
plan. We reserve the right to modify, suspend or terminate  participation in the
plan by otherwise eligible persons to eliminate  practices that are inconsistent
with the purpose of the plan.

     We will pay any and all brokerage commissions and related expenses incurred
in connection with purchases of our common stock under the plan. Upon withdrawal
by a  participant  from the plan by the sale of shares of our common  stock held
under the plan,  the  participant  will receive the proceeds of that sale less a
service charge, brokerage commission and any applicable  withholdings,  transfer
or other taxes.

     Our common stock may not be available under the plan in all states.  We are
not  making an offer to sell our  common  stock in any state  where the offer or
sale is not permitted.

                         SALES OF SHARES BY PARTICIPANTS

     Participants  that  request the sale of any of their shares of common stock
held in the plan must pay a service  charge  equal to $15.00,  plus a commission
currently  equal to $0.12 per share,  plus any applicable  taxes.  Shares of our
common stock may not be available under the plan in all states.  This prospectus
does not constitute an offer to sell, or a solicitation  of an offer to buy, any
shares  of our  common  stock  or other  securities  in any  state or any  other
jurisdiction  to any  person to whom it is  unlawful  to make such offer in such
jurisdiction.

                                      -16-

                       VALIDITY OF THE OFFERED SECURITIES

     Sullivan  &  Worcester  LLP,  Boston,  Massachusetts,  will  pass  upon the
validity of the common stock offered pursuant to this prospectus.  As to certain
matters of Pennsylvania  law, Sullivan & Worcester LLP will rely upon an opinion
of Ballard  Spahr Andrews & Ingersoll,  LLP,  Philadelphia,  Pennsylvania.  Jas.
Murray  Howe is of counsel to  Sullivan & Worcester  LLP and  beneficially  owns
30,000 shares of common stock.

                                     EXPERTS

     The consolidated financial statements of Iron Mountain Incorporated and its
subsidiaries  for the three years ended December 31, 2000, and its  supplemental
schedule,  Valuation and Qualifying  Accounts,  included in its Annual Report on
Form 10-K for the year  ended  December  31,  2000,  dated  March  23,  2001 and
incorporated by reference into this registration statement, have been audited by
Arthur  Andersen  LLP,  independent  public  accountants,  as set forth in their
reports. In their report on Iron Mountain's  consolidated  financial statements,
that firm states  that,  with  respect to certain  subsidiaries,  its opinion is
based on the report of RSM Robson Rhodes,  independent public  accountants.  The
consolidated financial statements and supporting schedule referred to above have
been  incorporated  by reference  herein in reliance upon the authority of those
two firms as experts in giving said reports.

     The consolidated  financial statements of Iron Mountain Incorporated (f/k/a
Pierce Leahy Corp.), and its subsidiaries for the three years ended December 31,
1999, and its supplemental schedule, Valuation and Qualifying Accounts, included
in its Annual  Report on Form 10-K for the year ended  December 31, 1999,  dated
March 30, 2000,  have been audited by Arthur  Andersen LLP,  independent  public
accountants,  as  indicated  in their  reports  with  respect  thereto,  and are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said reports.

     The  financial  statements  of Data Base,  Inc. and Affiliate for the three
years ended  December 31, 1998,  included in Iron  Mountain's  Current Report on
Form 8-K dated April 16, 1999, have been audited by Moss Adams LLP,  independent
public accountants,  as indicated in their report with respect thereto,  and are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said report.

     The financial  statements of Data Storage  Center,  Inc. as of December 31,
1998  and  1999,  and  for the  years  then  ended,  included  in Iron  Mountain
Incorporated's  Current Report on Form 8-K dated May 15, 2000, have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated  herein by reference,  and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and current reports,  proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information  on file at the SEC's  public  reference  room at 450 Fifth  Street,
N.W.,  Washington,  D.C.  20549.  You can request copies of those documents upon
payment of a duplicating fee to the SEC.  Please call the SEC at  1-800-SEC-0330
for further  information on the operation of the public reference rooms. You can
review our SEC filings and the  registration  statement by  accessing  the SEC's
Internet site at http://www.sec.gov.  Our common stock is listed on the New York
Stock Exchange where reports,  proxy statements and other information concerning
us can also be  inspected.  The  offices  of the NYSE  are  located  at 20 Broad
Street, New York, New York 10005.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The SEC allows us to  "incorporate  by reference"  the  information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered  to be  part  of  this  prospectus.  Statements  in  this  prospectus
regarding  the contents of any  contract or other  document may not be complete.
You  should  refer to the copy of the  contract  or other  document  filed as an
exhibit to the registration statement. Later information filed with the SEC will
update and supersede  information we have included or  incorporated by reference
in this prospectus.

                                      -17-

We incorporate by reference the following documents filed by us:

     o    Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          2000.

     o    Quarterly  Reports on Form 10-Q for the quarters  ended March 31, June
          30 and September 30, 2001.

     o    Current  Reports  on Form 8-K filed  March 23,  2001,  April 3,  2001,
          September 7, 2001, September 17, 2001 and December 13, 2001.

     o    The  description  of the common stock  contained  in the  Registration
          Statement on Form 8-A dated May 27, 1997, including all amendments and
          reports filed for the purpose of updating such description.

In addition to the  documents  listed  above,  we  incorporate  by reference any
future filings made by us, including  filings made prior to the effectiveness of
this  registration  statement,  with the SEC under Section 13(a),  13(c),  14 or
15(d)  of the  Securities  Exchange  Act  of  1934  until  our  offering  of the
securities made by this prospectus is completed or terminated.

     We will provide you with a copy of the information we have  incorporated by
reference,  excluding exhibits other than those to which we specifically  refer.
You may obtain this  information at no cost by writing or telephoning us at: 745
Atlantic  Avenue,  Boston,  Massachusetts  02111,  (617)  535-4799,   Attention:
Investor Relations.


                                      -18-


                                   SCHEDULE A

                  IMPORTANT DATES FOR OPTIONAL CASH INVESTMENTS

                                   (2002-2003)

THRESHOLD PRICE AND
  WAIVER DISCOUNT      CASH PURCHASE       PRICING PERIOD          CASH PURCHASE
 ANNOUNCEMENT DATE        DUE DATE        COMMENCEMENT DATE          INVESMENT

      1/4/02               1/8/02              1/9/02                 1/25/02
      2/4/02               2/6/02              2/7/02                 2/25/02
      3/5/02               3/7/02              3/8/02                 3/25/02
      4/5/02               4/9/02              4/10/02                4/25/02
      5/7/02               5/9/02              5/10/02                5/28/02
      6/5/02               6/7/02              6/10/02                6/25/02
      7/5/02               7/9/02              7/10/02                7/25/02
      8/6/02               8/8/02              8/9/02                 8/26/02
      9/5/02               9/9/02              9/10/02                9/25/02
      10/7/02             10/9/02             10/10/02               10/25/02
      11/5/02             11/7/02              11/8/02               11/25/02
      12/5/02             12/9/02             12/10/02               12/26/02
      1/6/03               1/8/03              1/9/03                 1/27/03
      2/4/03               2/6/03              2/7/03                 2/25/03
      3/5/03               3/7/03              3/10/03                3/25/03
      4/4/03               4/8/03              4/9/03                 4/25/03
      5/6/03               5/8/03              5/9/03                 5/27/03
      6/5/03               6/9/03              6/10/03                6/25/03
       7/703               7/9/03              7/10/03                7/25/03
      8/5/03               8/7/03              8/8/03                 8/25/03
      9/5/03               9/9/03              9/10/03                9/25/03
      10/7/03             10/9/03             10/10/03               10/27/03
      11/5/03             11/7/03             11/10/03               11/25/03
      12/5/03             12/9/03             12/10/03               12/26/03





                           IMPORTANT TELEPHONE NUMBERS

TO OBTAIN                                                                                     CALL
                                                                                          
Information Concerning Your Plan Account..................................................... (###) ###-####
Authorization and enrollment forms, B/N Forms and Gift/Transfer Forms........................ (###) ###-####
Whether Requests for Waiver are being accepted; Price and Discount Information............... (617) 535-4799
Requests for Waiver.......................................................................... (617) 535-4799


                                      -19-


                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.          Other Expenses of Issuance and Distribution

    Set forth below is an estimate (except in the case of the registration  fee)
of the  amount  of fees and  expenses  to be  incurred  in  connection  with the
issuance and distribution of the offered shares  registered  hereby,  other than
underwriting  discounts and commission,  if any, incurred in connection with the
sale of the offered  shares.  All such  amounts  will be borne by Iron  Mountain
Incorporated ("Iron Mountain" or the "Company").

    Registration Fee Under Securities Act of 1933.........       $108,750
    Blue Sky Fees and Expenses............................         10,000
    Legal Fees and Expenses...............................        300,000
    Accounting Fees and Expenses..........................        300,000
    Printing and Engraving Expenses.......................        100,000
    Trustee's Fees (including counsel fees)...............        100,000
    Rating Agencies Fees..................................        100,000
    Miscellaneous Fees and Expenses.......................        100,000
                                                               ----------
         Total:...........................................     $1,118,750
                                                               ==========
Item 15. Indemnification of Directors and Officers

    Subchapter D (Sections 1741 through 1750) of Chapter 17 of the  Pennsylvania
Business  Corporation Law of 1988, as amended (the "PBCL"),  contains provisions
for mandatory and discretionary  indemnification  of a corporation's  directors,
officers,  employees  and agents  (collectively  "Representatives")  and related
matters.

    Under Section 1741,  subject to certain  limitations,  a corporation has the
power to indemnify directors,  officers and other  Representatives under certain
prescribed   circumstances   against  expenses   (including   attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection  with a  threatened,  pending or completed  action or  proceeding,
whether civil, criminal,  administrative or investigative,  to which any of them
is a party or  threatened to be made party by reason of he or she or she being a
Representative  of the  corporation or serving at the request of the corporation
as a Representative of another corporation, partnership, joint venture, trust or
other  enterprise,  if he or she  acted in good  faith and in a manner he or she
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation  and,  with respect to any criminal  proceeding,  had no  reasonable
cause to believe his or her conduct was unlawful.  The termination of any action
or proceeding by judgment, order or settlement or conviction upon a plea of nolo
contendere shall not itself create a presumption that the Representative did not
act in good faith and in a manner he or she reasonably believes to be in, or not
opposed  to, the best  interests  of the  corporation,  and with  respect to any
criminal proceeding, has reasonable cause to believe that his or her conduct was
unlawful.

    Section 1742 provides for  indemnification  with respect to  derivative  and
corporate   actions   similar  to  that  provided  by  Section  1741.   However,
indemnification  is not  provided  under  Section  1742 in respect of any claim,
issue or matter as to which a  Representative  has been adjudged to be liable to
the corporation  unless and only to the extent that the proper court  determines
upon application that,  despite the adjudication of liability but in view of all
the  circumstances  of the  case,  a  Representative  is fairly  and  reasonably
entitled to indemnity for the expenses that the court deems proper.

    Section 1743 provides that  indemnification  against  expenses  actually and
reasonably  incurred is mandatory to the extent that a  Representative  has been
successful  on the  merits  or  otherwise  in  defense  of any  such  action  or
proceeding referred to in Section 1741 or 1742.

    Section 1744 provides that unless  ordered by a court,  any  indemnification
under Section 1741 or 1742 shall be made by the corporation as authorized in the
specific case upon a determination  that  indemnification of a Representative is
proper because the  Representative met the applicable  standard of conduct,  and
such  determination will be made by the board of directors by a majority vote of
a quorum of directors  not parties to the action or  proceeding;  if a quorum is
not  obtainable or is obtainable  and a majority of  disinterested  directors so
directs,  by  independent  legal  counsel  in  a  written  opinion;  or  by  the
shareholders.
                                      II-1

    Section  1745  provides  that  expenses  incurred  by  a  Representative  in
defending any action or proceeding  referred to in Subchapter D of Chapter 17 of
the PBCL may be paid by the  corporation in advance of the final  disposition of
such action or proceeding upon receipt of any undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that he
or she is not entitled to be indemnified by the corporation.

    Section 1746 provides  generally  that,  except in any case where the act or
failure to act giving rise to the claim for  indemnification  is determined by a
court   to  have   constituted   willful   misconduct   or   recklessness,   the
indemnification  and advancement of expenses provided by Subchapter D of Chapter
17 of the PBCL  shall not be  deemed  exclusive  of any other  rights to which a
Representative  seeking  indemnification  or  advancement  of  expenses  may  be
entitled  under any bylaw,  agreement,  vote of  shareholders  or  disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding that office.

    Section  1747  grants a  corporation  the  power to  purchase  and  maintain
insurance on behalf of any Representative  against any liability incurred by him
or her  in  his  or  her  capacity  as a  Representative,  whether  or  not  the
corporation  would have the power to indemnify him against that liability  under
Subchapter D of Chapter 17 of the PBCL.

    Section 1748 and 1749 apply the  indemnification and advancement of expenses
provisions  contained  in  Subchapter  D of Chapter 17 of the PBCL to  successor
corporations resulting from consolidation,  merger or division and to service as
a representative of a corporation with respect to an employee benefit plan.

    Section 7.2 of the Company's  bylaws provides  indemnification  to directors
and officers  for all actions  taken by them and for all failures to take action
to the fullest  extent  permitted  by  Pennsylvania  law  against  all  expense,
liability and loss  reasonably  incurred or suffered by them in connection  with
any  threatened,  pending or completed  action,  suit or proceeding  (including,
without  limitation,  an action,  suit or  proceeding  by or in the right of the
Company),  whether civil,  criminal,  administrative,  investigative  or through
arbitration.  Section 7.2 also  permits the  Company,  by action of its board of
directors, to indemnify officers, employees and other persons to the same extent
as directors.  Amendments,  repeals or  modifications of Section 7.2 can only be
prospective  and such changes require the unanimous vote of all of the directors
then  serving  or the  affirmative  vote of the  holders  of a  majority  of the
outstanding  shares of stock of the  Company  entitled to vote in  elections  of
directors. Section 7.2 further permits the Company to maintain insurance, at its
expense,  for the benefit of any person on behalf of whom insurance is permitted
to be  purchased by  Pennsylvania  law against any such  expenses,  liability or
loss,  whether or not the Company would have the power to indemnify  such person
against such expense, liability or loss under Pennsylvania or other law.

    Pursuant to a certain employment agreement,  dated February 1, 2000, between
Iron Mountain (f/k/a Pierce Leahy Corp.) and J. Peter Pierce, a director of Iron
Mountain,  Mr. Pierce received specific  indemnification  rights. In addition to
those rights he or she holds generally as a director pursuant to our bylaws, Mr.
Pierce is entitled (i) to obtain an advance of all costs and  expenses  incurred
in connection  with any  proceeding  giving rise to a potential  indemnification
claim within  twenty (20) days of receipt by Iron Mountain of a request for such
amounts.  and (ii) to  indemnification if in fact he or she meets the applicable
standard  of  conduct,  without  regard to any  determination  by Iron  Mountain
(whether through the board, the shareholders, independent legal counsel or other
party) regarding such conduct.  Mr. Pierce's  written consent,  which may not be
unreasonably   withheld,  is  required  before  Iron  Mountain  may  settle  any
proceeding or claim which would impose any penalty or limitation on Mr. Pierce.

    Reference is made to the Underwriting  Agreements  (Exhibits 1.1 through 1.5
hereto),  which  may  contain  certain  provisions  for  indemnification  by the
underwriters of the Company,  directors,  officers and controlling persons under
certain circumstances.

Item 16. Exhibits

    Certain exhibits  indicated below are incorporated by reference to documents
of Iron  Mountain  on file with the  Securities  and  Exchange  Commission  (the
"SEC").  Exhibit  numbers in  parentheses  refer to the  exhibit  numbers in the
applicable filing.


                                      II-2





 Exhibit No.                                        Item                                               Exhibit
 -----------                                        ----                                               -------
                                                                                                   
     1.1       Form of Underwriting Agreement (for Debt Securities).                                      *

     1.2       Form of Underwriting Agreement (for Preferred Stock).                                      *

     1.3       Form of Underwriting Agreement (for Depositary Shares).                                    *

     1.4       Form of Underwriting Agreement (for Common Stock).                                         *

     1.5       Form of Underwriting Agreement (for Warrants).                                             *

     1.6       Form of Underwriting Agreement (for Stock Purchase Contracts).                             *

     1.7       Form of Underwriting Agreement (for Stock Purchase Units).                                 *

     1.8       Form of Underwriting Agreement (for Trust Preferred Securities).                           *

     2.1       Asset Purchase and Sale Agreement, dated February 18, 2000, by and among Iron           (2.1)3
               Mountain Records Management, Inc. ("IMRM"), Data Storage Center, Inc., DSC of
               Florida, Inc., DSC of Massachusetts, Inc., and Suddath Van Lines, Inc.

     2.2       Amendment No. 1 to Asset Purchase and Sale Agreement, dated May 1, 2000, by             (2.1)6
               and among IMRM, Data Storage Center, Inc., DSC of Florida, Inc., DSC of
               Massachusetts, Inc., Suddath Van Lines, Inc. and Suddath Family Trust U/A
               11/8/79.

     2.3       Agreement  and Plan of Merger,  dated as of October  20,  1999,  by and between         (2.1)4
               Iron Mountain and Pierce Leahy.

     2.4       Stock Purchase Agreement, dated as of February 28, 1999, by and among the               (2.10)1
               Company, Data Base, Inc. ("Data Base") and all of the stockholders of Data
               Base. (confidential treatment granted as to certain portions).

     2.6       First Amendment to Stock Purchase Agreement, dated as of April 8, 1999, by and          (10.1)2
               among the Company, Data Base and all of the stockholders of Data Base.

     4.1       Form of Senior Indenture.                                                               (4.1)7

     4.2       Subordinated Indenture, dated as of April 3, 2001, among the Company, the               (4.1)8
               Guarantors named therein and The Bank of New York, as trustee.

     4.3       First  Supplemental  Indenture,  dated as of April 3, 2001, among                       (4.2)8
               the Company,  the Guarantors named therein and The Bank of
               New York, as trustee.

     4.4       Form of Junior Subordinated Indenture.                                                     *

     4.5       Form of Senior Debt Security.                                                              *

     4.6       Form of Subordinated Debt Security.                                                        *

     4.7       Form of Junior Subordinated Debt Security.                                                 *

     4.8       Form of stock certificate representing shares of Common Stock, $.01 par value           (4.1)5
               per share, of the Company.

     4.9       Form of Statement with Respect to Shares for shares of Preferred Stock, $.01               *
               par value per share, of the Company.



                                      II-3




 Exhibit No.                                        Item                                               Exhibit
 -----------                                        ----                                               -------
                                                                                                   

    4.10       Form of stock certificate representing shares of Preferred Stock, $.01 par                 *
               value per share, of the Company.

    4.11       Form of Deposit Agreement, including form of Depositary Receipt for Depositary             *
               Shares.

    4.12       Form of Warrant Agreement, including form of Warrant.                                      *

    4.13       Form of Stock Purchase Contract.                                                           *

    4.14       Form of Stock Purchase Unit.                                                               *

    4.15       Declaration  of Trust of IM Capital Trust I, dated as of December                 Filed  herewith as
               10, 2001 among the Company, The Bank of New York,  The Bank of                       Exhibit 4.15
               New York  (Delaware)  and  John P.     Lawrence, as trustees.

    4.16       Form of Amended and Restated Declaration of Trust of IM Capital Trust I.           Filed herewith as
                                                                                                    Exhibit 4.16

    4.17       Certificate of Trust of IM Capital Trust I.                                        Filed herewith as
                                                                                                    Exhibit 4.17

    4.18       Form of Trust Preferred Security.                                                     Included in
                                                                                                    Exhibit 4.16

    4.19       Form of Iron Mountain Incorporated Guarantee Agreement.                            Filed herewith as
                                                                                                    Exhibit 4.19

     5.1       Opinion of Sullivan & Worcester LLP.                                               Filed herewith as
                                                                                                     Exhibit 5.1

     5.2       Opinion of Ballard Spahr Andrews & Ingersoll, LLP.                                 Filed herewith as
                                                                                                     Exhibit 5.2

     5.3       Opinion of Richards, Layton & Finger, P.A., relating to IM Capital Trust I.        Filed herewith as
                                                                                                     Exhibit 5.3

      8        Opinion of Sullivan & Worcester LLP regarding tax matters.                                 *

     12        Statement Regarding Computation of Ratios of Earnings to Fixed Charges.            Filed herewith as
                                                                                                     Exhibit 12

    23.1       Consent of Sullivan & Worcester LLP.                                                  Included in
                                                                                                     Exhibit 5.1

    23.2       Consent of Ballard Spahr Andrews & Ingersoll, LLP.                                    Included in
                                                                                                     Exhibit 5.2

    23.3       Consent of Richards, Layton & Finger, P.A.                                            Included in
                                                                                                     Exhibit 5.3

    23.4       Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Pennsylvania).         Filed herewith as
                                                                                                    Exhibit 23.4

    23.5       Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Pennsylvania           Filed herewith as
               (f/k/a Pierce Leahy Corp.)).                                                         Exhibit 23.5

    23.6       Consent of RSM Robson Rhodes (Iron Mountain Europe Limited (f/k/a Britannia        Filed herewith as
               Data Management Limited)).                                                           Exhibit 23.6


                                      II-4




 Exhibit No.                                        Item                                               Exhibit
 -----------                                        ----                                               -------
                                                                                                   

    23.7       Consent of Moss Adams LLP (Data Base, Inc. and Affiliate).                         Filed herewith as
                                                                                                    Exhibit 23.7

    23.8       Consent of Deloitte & Touche LLP (Data Storage Center, Inc.).                      Filed herewith as
                                                                                                    Exhibit 23.8

     24        Powers of Attorney.                                                               Contained on Pages
                                                                                                   II-8 and II-13
                                                                                                 of the Registration
                                                                                                      Statement

    25.1       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Senior Indenture.
    25.2       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Subordinated Indenture.
    25.3       Statement of  Eligibility  of Trustee on Form T-1 under the Trust                          *
               Indenture  Act  of 1939,  as amended,  of the trustee  under the
               Junior Subordinated Indenture.
    25.4       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Amended and Restated Declaration
               of Trust of IM Capital Trust I.
    25.5       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Iron Mountain Incorporated
               Guarantee Agreement for IM Capital Trust I.
- -------------


*        To be filed by amendment  or  incorporated  by reference in  connection
         with the offering of offered securities, as appropriate.

1.       Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1998,
         filed with the SEC, File No. 0-27584.
2.       Filed as an exhibit to the Company's Current Report on Form 8-K dated April 16, 1999, filed with the
         SEC, File No. 0-27584.
3.       Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1999,
         filed with the SEC, File No. 1-13045.
4.       Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
         1999, filed with the SEC, File No. 1-14937.
5.       Filed as an exhibit to the Company's Current Report on Form 8-K dated February 1, 2000, filed with the
         SEC, File No. 1-13045.
6.       Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
         filed with the SEC, File No. 1-13045.
7.       Filed as an exhibit to Amendment No. 1 to the Company's Registration Statement No. 333-54030, filed with
         the SEC on January 29, 2001.
8.       Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,
         filed with the SEC, File No. 1-13045.



                                      II-5

Item 17.          Undertakings

(a) The undersigned registrants hereby undertake:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   this   registration   statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the SEC pursuant to Rule 424(b) under the Securities Act if,
               in the  aggregate,  the changes in volume and price  represent no
               more than a 20 percent change in the maximum  aggregate  offering
               price set forth in the "Calculation of Registration Fee" table in
               the effective registration statement; and

          (iii)To include any material  information  with respect to the plan of
               distribution  not  previously   disclosed  in  this  registration
               statement  or any  material  change to such  information  in this
               registration statement;

     provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply
     if the information required to be included in a post-effective amendment by
     those  paragraphs  is  contained  in the  periodic  reports  filed  with or
     furnished  to the SEC by Iron  Mountain  pursuant  to Section 13 or Section
     15(d) of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
     Act"), that are incorporated by reference in this registration statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The undersigned registrants hereby further undertake that, for the purposes
     of determining  any liability under the Securities Act, each filing of Iron
     Mountain's  annual report pursuant to Section 13(a) or Section 15(d) of the
     Exchange Act (and,  where  applicable,  each filing of an employee  benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in this registration statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     registrants  pursuant  to the  provisions  described  under Item 15 of this
     registration  statement,  or otherwise,  the registrants  have been advised
     that in the  opinion  of the SEC such  indemnification  is  against  public
     policy as expressed in the Securities Act and is, therefore, unenforceable.
     In the event  that a claim for  indemnification  against  such  liabilities
     (other than the payment by the registrants of expenses  incurred or paid by
     a  director,  officer  or  controlling  person  of the  registrants  in the
     successful  defense of any action,  suit or proceeding) is asserted by such
     director,  officer or controlling  person in connection with the securities
     being  registered,  the  registrants  will,  unless in the opinion of their
     counsel the matter has been settled by controlling  precedent,  submit to a
     court of appropriate jurisdiction the question whether such indemnification
     by it is against  public policy as expressed in the Securities Act and will
     be governed by the final adjudication of such issue.

                                      II-6


(d)  The undersigned registrants hereby undertake that:

     (1)  For purposes of determining  any liability  under the Securities  Act,
          the information  omitted from the form of prospectus  filed as part of
          this  registration  statement in reliance upon Rule 430A and contained
          in a form of  prospectus  filed  by  Iron  Mountain  pursuant  to Rule
          424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
          be part of this registration  statement as of the time it was declared
          effective;

     (2)  For purposes of determining  any liability  under the Securities  Act,
          each post-effective amendment that contains a form of prospectus shall
          be  deemed  to  be  a  new  registration  statement  relating  to  the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.

(e)  The undersigned registrants hereby undertake to file an application for the
     purpose  of  determining  the  eligibility  of each  trustee  to act  under
     subsection  (a) of  Section  310 of the  Trust  Indenture  Act of 1939,  as
     amended  (the  "Act"),   in  accordance  with  the  rules  and  regulations
     prescribed by the SEC under Section 305(b)(2) of the Act.


                                      II-7

                                   SIGNATURES

    Pursuant to the  requirements of the Securities  Act, the Company  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused  this  registration  statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Boston, Commonwealth of Massachusetts, on December 13, 2001.

                                  IRON MOUNTAIN INCORPORATED


                                   By:    /s/ C. Richard Reese
                                      C. Richard Reese
                                      Chairman of the Board of Directors, Chief
                                      Executive Officer and President


    Pursuant  to the  requirements  of the  Securities  Act,  this  registration
statement  on Form S-3 has been  signed  below by the  following  persons in the
capacities and on the dates indicated. The undersigned officers and directors of
the Company hereby severally constitute and appoint C. Richard Reese and John F.
Kenny,  Jr., and each of them acting  singly,  our true and lawful  attorneys to
sign  for us and in our  names in the  capacities  indicated  below  any and all
amendments or supplements,  whether  pre-effective  or  post-effective,  to this
registration  statement  on  Form  S-3  (including,   without  limitation,   any
registration  statement and  post-effective  amendment thereto filed pursuant to
Rule  462(b)  under  the  Securities  Act) and to file the same,  with  exhibits
thereto and other documents in connection therewith, with the SEC, granting unto
each of said  attorneys,  acting  singly,  full  power and  authority  to do and
perform  each and every act and thing  requisite  or necessary to be done in and
about the  premises,  as fully to all intents and purposes as he or she might or
could do in person,  hereby  ratifying  and  confirming  our  signatures to said
amendments to this  registration  statement signed by our said attorneys and all
else that said attorneys may lawfully do and cause to be done by virtue hereof.



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

/s/ C. Richard Reese      Chairman, Chief Executive Officer,   December 13, 2001
C. Richard Reese               President and Director

/s/ John F. Kenny, Jr.    Executive Vice President, Chief      December 13, 2001
John F. Kenny, Jr.             Financial Officer and Director

/s/ Clarke H. Bailey      Director                             December 13, 2001
Clarke H. Bailey

/s/ Constantin R. Boden   Director                             December 13, 2001
Constantin R. Boden

/s/ Kent P. Dauten        Director                             December 13, 2001
Kent P. Dauten

_______________________   Director                             December __, 2001
Eugene B. Doggett

                                      II-8

/s/ B. Thomas Golisano    Director                             December 13, 2001
B. Thomas Golisano

/s/ Arthur D. Little      Director                             December 13, 2001
Arthur D. Little

/s/ J. Peter Pierce       Director                             December 13, 2001
J. Peter Pierce

/s/ Howard D. Ross        Director                             December 13, 2001
Howard D. Ross

/s/ Vincent J. Ryan       Director                             December 13, 2001
Vincent J. Ryan

/s/ Jean A. Bua           Vice President and                   December 13, 2001
Jean A. Bua               Corporate Controller



                                      II-9



    Pursuant to the  requirements  of the  Securities  Act,  IM Capital  Trust I
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Boston,  Commonwealth of Massachusetts,  on December
13, 2001.

                         IM CAPITAL TRUST I

                         By: Iron Mountain Incorporated, as Sponsor


                         By:    /s/ C. Richard Reese
                            --------------------------------------------------
                            C. Richard Reese
                            Chairman of the Board of Directors, Chief Executive
                            Officer and President

                                   II-10


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Act, Arcus Data Security,
LLC, COMAC, Inc., DSI Technology Escrow Services, Inc., IM Billerica, Inc., Iron
Mountain  Business Trust #1, Iron Mountain  Confidential  Destruction  LLC, Iron
Mountain  Consulting  Services,  LLC, Iron Mountain Global,  Inc., Iron Mountain
Global,  LLC, Iron  Mountain/National  Underground  Storage,  LLC, Iron Mountain
Off-Site Data  Protection,  Inc., Iron Mountain Records  Management,  Inc., Iron
Mountain Records Management of Michigan, Inc., Mountain Real Estate Assets, Inc.
and PLRH, Inc. have each duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Boston,
Commonwealth of Massachusetts, on December 13, 2001.


                               COMAC, INC.
                               DSI TECHNOLOGY ESCROW SERVICES, INC.
                                BILLERICA, INC.
                               IRON MOUNTAIN GLOBAL, INC.
                               IRON MOUNTAIN OFF-SITE DATA PROTECTION, INC.
                               IRON MOUNTAIN RECORDS MANAGEMENT, INC.
                               IRON MOUNTAIN RECORDS MANAGEMENT OF
                                  MICHIGAN, INC.
                               MOUNTAIN REAL ESTATE ASSETS, INC.
                               PLRH, INC.


                               By:    /s/ C. Richard Reese
                               Name:  C. Richard Reese
                               Title: Sole Director


                               IRON MOUNTAIN CONFIDENTIAL DESTRUCTION LLC
                               IRON MOUNTAIN CONSULTING SERVICES, LLC
                               IRON MOUNTAIN/NATIONAL UNDERGROUND
                                    STORAGE, LLC

                               By:  Iron Mountain Records Management, Inc.
                                       Its Manager

                               By:    /s/ C. Richard Reese
                               Name:  C. Richard Reese
                               Title: Sole Director



                               IRON MOUNTAIN GLOBAL, LLC

                               By:  Iron Mountain Global, Inc.,
                                       Its Manager

                               By:    /s/ C. Richard Reese
                               Name:  C. Richard Reese
                               Title: Sole Director


                                     II-11


                               ARCUS DATA SECURITY, LLC

                               By:  Iron Mountain Off-Site Data Protection, Inc.
                                       Its Sole Member

                               By:     /s/ C. Richard Reese
                                       C. Richard Reese
                                        Sole Director

                               IRON MOUNTAIN BUSINESS TRUST #1

                               /s/ C. Richard Reese
                               C. Richard Reese, Trustee

                               /s/ John F. Kenny, Jr.
                               John F. Kenny, Jr., Trustee

                               /s/ Garry B. Watzke
                               Garry B. Watzke, Trustee


                                     II-12

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement  on Form  S-3 has  been  signed  below  on  December  13,  2001 by the
following persons in the capacities and on the dates indicated;  and each of the
undersigned  officers or directors or managers or trustees of COMAC,  Inc.,  DSI
Technology  Escrow  Services,  Inc., IM Billerica,  Inc., Iron Mountain  Global,
Inc.,  Iron  Mountain  Off-Site Data  Protection,  Inc.,  Iron Mountain  Records
Management,  Inc., Iron Mountain Records Management of Michigan,  Inc., Mountain
Real  Estate   Assets,   Inc.,   PLRH,   Inc.   (collectively,   the  "Corporate
Subsidiaries"),  Iron  Mountain  Confidential  Destruction  LLC,  Iron  Mountain
Consulting Services, LLC, Iron Mountain/National  Underground Storage, LLC, Iron
Mountain Global, LLC, Arcus Data Security,  LLC and Iron Mountain Business Trust
#1,  hereby  severally  constitutes  and appoints C.  Richard  Reese and John F.
Kenny,  Jr.,  and each of them,  to sign for him,  and in his or her name in the
capacity  indicated  below,  such  registration  statement  for the  purpose  of
registering such securities under the Securities Act, and any and all amendments
thereto,   including   without   limitation   any   registration   statement  or
post-effective  amendment  thereof filed under and meeting the  requirements  of
Rule 462(b) under the  Securities  Act,  hereby  ratifying  and  confirming  our
signatures as they may be signed by our attorneys to such registration statement
and any and all amendments thereto.





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

                                                                              

/s/ C. Richard Reese                           Chief Executive Officer and            December 13, 2001
C. Richard Reese                               President; Sole Director of the
                                               Corporate Subsidiaries; and Trustee
                                               of Iron Mountain Business Trust #1


/s/ John F. Kenny,  Jr.                        Chief Financial Officer and Trustee    December 13, 2001
John F. Kenny, Jr.                             of Iron Mountain Business Trust #1



/s/ Jean A. Bua                                Vice President and Corporate           December 13, 2001
Jean A. Bua                                    Controller



/s/ Garry B. Watzke                            Trustee of Iron Mountain Business      December 13, 2001
Garry B. Watzke, Esq.                          Trust #1


Iron Mountain Records Management, Inc.         Manager of Iron Mountain               December 13, 2001
                                               Confidential Destruction LLC, Iron
By:  /s/ C. Richard Reese                      Mountain Consulting Services, LLC
      Name:  C. Richard Reese                  and Iron Mountain/National
      Title:    Sole Director                  Underground Storage, LLC


Iron Mountain Global, Inc.                     Manager of Iron Mountain Global,       December 13, 2001
                                                LLC
By:  /s/ C. Richard Reese
      Name:  C. Richard Reese
      Title:    Sole Director


Iron Mountain Off-Site Data Protection, Inc.   Sole Member of Arcus Data              December 13, 2001
                                               Security, LLC
By:  /s/ C. Richard Reese
      Name:  C. Richard Reese
      Title:    Sole Director


                                     II-13




                                                   EXHIBIT INDEX


 Exhibit No.                                        Item                                               Exhibit
                                                                                                   

     1.1       Form of Underwriting Agreement (for Debt Securities).                                      *

     1.2       Form of Underwriting Agreement (for Preferred Stock).                                      *

     1.3       Form of Underwriting Agreement (for Depositary Shares).                                    *

     1.4       Form of Underwriting Agreement (for Common Stock).                                         *

     1.5       Form of Underwriting Agreement (for Warrants).                                             *

     1.6       Form of Underwriting Agreement (for Stock Purchase Contracts).                             *

     1.7       Form of Underwriting Agreement (for Stock Purchase Units).                                 *

     1.8       Form of Underwriting Agreement (for Trust Preferred Securities).                           *

     2.1       Asset Purchase and Sale Agreement, dated February 18, 2000, by and among Iron           (2.1)3
               Mountain Records Management, Inc. ("IMRM"), Data Storage Center, Inc., DSC of
               Florida, Inc., DSC of Massachusetts, Inc., and Suddath Van Lines, Inc.

     2.2       Amendment No. 1 to Asset Purchase and Sale Agreement, dated May 1, 2000, by             (2.1)6
               and among IMRM, Data Storage Center, Inc., DSC of Florida, Inc., DSC of
               Massachusetts, Inc., Suddath Van Lines, Inc. and Suddath Family Trust U/A
               11/8/79.

     2.3       Agreement  and Plan of Merger,  dated as of October  20,  1999,  by and between         (2.1)4
               Iron Mountain and Pierce Leahy.

     2.4       Stock Purchase Agreement, dated as of February 28, 1999, by and among the               (2.10)1
               Company, Data Base, Inc. ("Data Base") and all of the stockholders of Data
               Base. (confidential treatment granted as to certain portions).

     2.6       First Amendment to Stock Purchase Agreement, dated as of April 8, 1999, by and          (10.1)2
               among the Company, Data Base and all of the stockholders of Data Base.

     4.1       Form of Senior Indenture.                                                               (4.1)7

     4.2       Subordinated Indenture, dated as of April 3, 2001, among the Company, the               (4.1)8
               Guarantors named therein and The Bank of New York, as trustee.

     4.3       First  Supplemental  Indenture,  dated as of April 3, 2001, among                       (4.2)8
               the Company,   the Guarantors named therein and The Bank of
               New York, as trustee.

     4.4       Form of Junior Subordinated Indenture.                                                     *

     4.5       Form of Senior Debt Security.                                                              *

     4.6       Form of Subordinated Debt Security.                                                        *

     4.7       Form of Junior Subordinated Debt Security.                                                 *

     4.8       Form of stock certificate representing shares of Common Stock, $.01 par value           (4.1)5
               per share, of the Company.




 Exhibit No.                                        Item                                               Exhibit
                                                                                                   
     4.9       Form of Statement with Respect to Shares for shares of Preferred Stock, $.01               *
               par value per share, of the Company.

    4.10       Form of stock certificate representing shares of Preferred Stock, $.01 par                 *
               value per share, of the Company.

    4.11       Form of Deposit Agreement, including form of Depositary Receipt for Depositary             *
               Shares.

    4.12       Form of Warrant Agreement, including form of Warrant.                                      *

    4.13       Form of Stock Purchase Contract.                                                           *

    4.14       Form of Stock Purchase Unit.                                                               *

    4.15       Declaration  of Trust of IM Capital Trust I, dated as of December                 Filed  herewith as
               10, 2001 among the Company, The Bank of New York,  The Bank of                       Exhibit 4.15
               New York  (Delaware)  and  John P.     Lawrence, as trustees.

    4.16       Form of Amended and Restated Declaration of Trust of IM Capital Trust I.           Filed herewith as
                                                                                                    Exhibit 4.16

    4.17       Certificate of Trust of IM Capital Trust I.                                        Filed herewith as
                                                                                                    Exhibit 4.17

    4.18       Form of Trust Preferred Security.                                                     Included in
                                                                                                    Exhibit 4.16

    4.19       Form of Iron Mountain Incorporated Guarantee Agreement.                            Filed herewith as
                                                                                                    Exhibit 4.19

     5.1       Opinion of Sullivan & Worcester LLP.                                               Filed herewith as
                                                                                                     Exhibit 5.1

     5.2       Opinion of Ballard Spahr Andrews & Ingersoll, LLP.                                 Filed herewith as
                                                                                                     Exhibit 5.2

     5.3       Opinion of Richards, Layton & Finger, P.A., relating to IM Capital Trust I.        Filed herewith as
                                                                                                     Exhibit 5.3

      8        Opinion of Sullivan & Worcester LLP regarding tax matters.                                 *

     12        Statement Regarding Computation of Ratios of Earnings to Fixed Charges.            Filed herewith as
                                                                                                     Exhibit 12

    23.1       Consent of Sullivan & Worcester LLP.                                                  Included in
                                                                                                     Exhibit 5.1

    23.2       Consent of Ballard Spahr Andrews & Ingersoll, LLP.                                    Included in
                                                                                                     Exhibit 5.2

    23.3       Consent of Richards, Layton & Finger, P.A.                                            Included in
                                                                                                     Exhibit 5.3

    23.4       Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Pennsylvania).         Filed herewith as
                                                                                                    Exhibit 23.4

    23.5       Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Pennsylvania           Filed herewith as
               (f/k/a Pierce Leahy Corp.)).                                                         Exhibit 23.5




 Exhibit No.                                        Item                                               Exhibit
                                                                                                   
    23.6       Consent of RSM Robson Rhodes (Iron Mountain Europe Limited (f/k/a Britannia        Filed herewith as
               Data Management Limited)).                                                           Exhibit 23.6

    23.7       Consent of Moss Adams LLP (Data Base, Inc. and Affiliate).                         Filed herewith as
                                                                                                    Exhibit 23.7

    23.8       Consent of Deloitte & Touche LLP (Data Storage Center, Inc.).                      Filed herewith as
                                                                                                    Exhibit 23.8

     24        Powers of Attorney.                                                               Contained on Pages
                                                                                                   II-8 and II-13
                                                                                                 of the Registration
                                                                                                      Statement

    25.1       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Senior Indenture.
    25.2       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Subordinated Indenture.
    25.3       Statement of  Eligibility  of Trustee on Form T-1 under the Trust                          *
               Indenture  Act of 1939,  as amended,  of the trustee  under the
               Junior Subordinated Indenture.
    25.4       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Amended and Restated Declaration
               of Trust of IM Capital Trust I.
    25.5       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Iron Mountain Incorporated
               Guarantee Agreement for IM Capital Trust I.
- -------------

*        To be filed by amendment  or  incorporated  by reference in  connection
         with the offering of offered securities, as appropriate.

1.       Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1998,
         filed with the SEC, File No. 0-27584.
2.       Filed as an exhibit to the Company's Current Report on Form 8-K dated April 16, 1999, filed with the
         SEC, File No. 0-27584.
3.       Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1999,
         filed with the SEC, File No. 1-13045.
4.       Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
         1999, filed with the SEC, File No. 1-14937.
5.       Filed as an exhibit to the Company's Current Report on Form 8-K dated February 1, 2000, filed with the
         SEC, File No. 1-13045.
6.       Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
         filed with the SEC, File No. 1-13045.
7.       Filed as an exhibit to Amendment No. 1 to the Company's Registration Statement No. 333-54030, filed with
         the SEC on January 29, 2001.
8.       Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,
         filed with the SEC, File No. 1-13045.

EX-4.15

                                                                    Exhibit 4.15

                              DECLARATION OF TRUST
                                       OF
                               IM CAPITAL TRUST I

         THIS  DECLARATION  OF  TRUST,  dated  as of  December  10,  2001  (this
"Declaration  of Trust"),  is made by and among Iron  Mountain  Incorporated,  a
Pennsylvania  corporation,  as  sponsor  (the  "Sponsor"),  The Bank of New York
(Delaware), a Delaware banking corporation, as trustee (the "Delaware Trustee"),
The Bank of New York, a New York banking corporation,  as trustee (the "Property
Trustee"), and John P. Lawrence, as trustee (the "Regular Trustee" and, together
with the Delaware Trustee and the Property Trustee, the "Trustees"). The Sponsor
and the Trustees hereby agree as follows:

         1. The trust created hereby shall be known as "IM Capital Trust I" (the
"Trust"),  in which name the  Trustees or the  Sponsor,  to the extent  provided
herein, may conduct the business of the Trust, make and execute  contracts,  and
sue and be sued.

         2. The Sponsor hereby assigns, transfers,  conveys and sets over to the
Trust the sum of $10.  The Trust hereby  acknowledges  receipt of such amount in
trust from the Sponsor,  which amount shall constitute the initial trust estate.
The  Trustees  hereby  declare that they will hold the trust estate in trust for
the Sponsor.  It is the  intention of the parties  hereto that the Trust created
hereby  constitute a business trust under Chapter 38 of Title 12 of the Delaware
Code,  12 Del. C. ss. 3801, et seq. (the  "Business  Trust Act"),  and that this
document  constitutes  the governing  instrument of the Trust.  The Trustees are
hereby  authorized  and directed to execute and file a certificate of trust with
the  Delaware  Secretary  of State in  accordance  with  the  provisions  of the
Business Trust Act.

         3. The Sponsor and the Trustees will enter into an amended and restated
Declaration of Trust,  satisfactory to each such party and  substantially in the
form to be included  as an exhibit to the 1933 Act  Registration  Statement  (as
defined below),  to provide for the contemplated  operation of the Trust created
hereby and the  issuance  of the trust  preferred  securities  of the Trust (the
"Preferred Securities") and the trust common securities of the Trust referred to
therein.  Prior to the  execution  and  delivery of such  amended  and  restated
Declaration  of  Trust,  the  Trustees  shall  not have  any duty or  obligation
hereunder or with respect to the trust estate,  except as otherwise  required by
applicable  law or as may be  necessary to obtain  prior to such  execution  and
delivery any  licenses,  consents or  approvals  required by  applicable  law or
otherwise.

         4. The Sponsor,  as the sponsor of the Trust, is hereby authorized,  in
its  discretion,  (i) to  prepare  and file  with the  Securities  and  Exchange
Commission  (the  "Commission")  and to  execute,  in each case on behalf of the
Trust, (a) the Registration Statement on Form S-3 or other appropriate form (the
"1933 Act  Registration  Statement"),  including the prospectus and the exhibits
included therein, any pre-effective or post-effective amendments thereto and any
registration  statements filed subsequent  thereto under Rule 462(b) promulgated
under the Securities  Act of 1933, as amended (the "1933 Act"),  relating to the
registration  under the 1933 Act of the Preferred  Securities  and certain other
securities,  (b) any preliminary  prospectus or prospectus or supplement thereto
relating to the Preferred  Securities  required to be filed pursuant to the 1933
Act, and (c) a Registration Statement on Form 8-A or other appropriate form (the
"1934  Act   Registration   Statement"),   including   all   pre-effective   and
post-effective amendments thereto, relating to the registration of the Preferred
Securities  under the  Securities  Exchange  Act of 1934,  as amended (the "1934
Act"), and such other documents, forms or filings as may be required by the 1933
Act, the 1934 Act, or the Trust Indenture



Act of 1939, as amended, in each case relating to the Preferred Securities; (ii)
to prepare and file with the New York Stock Exchange or other exchange (each, an
"Exchange")  or the National  Association  of  Securities  Dealers  ("NASD") and
execute on behalf of the Trust a listing  application  or  applications  and all
other applications,  statements, certificates,  agreements and other instruments
as shall be  necessary  or desirable  to cause the  Preferred  Securities  to be
listed on any such  Exchange  or the NASD's  Nasdaq  National  Market;  (iii) to
prepare,  file and  execute on behalf of the Trust such  applications,  reports,
surety  bonds,  irrevocable  consents,  appointments  of attorney for service of
process and other papers and  documents as the Sponsor,  on behalf of the Trust,
may deem  necessary or desirable to register,  or establish the  exemption  from
registration  of, the Preferred  Securities  under the  securities or "Blue Sky"
laws of such  jurisdictions  as the  Sponsor,  on behalf of the Trust,  may deem
necessary or desirable;  (iv) to execute and deliver letters or documents to, or
instruments for filing with, a depository relating to the Preferred  Securities;
and (v) to negotiate the terms of, and execute, deliver and perform on behalf of
the Trust, one or more  underwriting  agreements with one or more  underwriters,
purchase  agreements,  dealer manager  agreements,  escrow  agreements and other
documents and agreements, in each case relating to the offering of the Preferred
Securities  as the  Sponsor,  on  behalf of the  Trust,  may deem  necessary  or
desirable.  In the event that any filing  referred to in clauses  (i),  (ii) and
(iii) above is  required by the rules and  regulations  of the  Commission,  any
Exchange,  the NASD or state  securities  or "Blue Sky" laws,  to be executed on
behalf of the Trust by one or more of the Trustees, any of the Regular Trustees,
in their capacity as trustees of the Trust, are hereby authorized to join in any
such filing and to execute on behalf of the Trust any and all of the  foregoing,
it being understood that the Regular Trustees,  in their capacity as trustees of
the Trust, shall not be required to join in any such filing or execute on behalf
of the Trust any such document  unless  required by the rules and regulations of
the Commission, any Exchange, the NASD or state securities or "Blue Sky" laws.

         5.  This   Declaration  of  Trust  may  be  executed  in  one  or  more
counterparts.

         6. The number of trustees of the Trust initially shall be three (3) and
thereafter  the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written  instrument signed by the Sponsor which may
increase or decrease  the number of  trustees of the Trust;  provided,  however,
that to the extent  required by the Business Trust Act, one trustee of the Trust
shall either be a natural  person who is a resident of the State of Delaware or,
if not a natural person,  an entity which has its principal place of business in
the State of  Delaware  and  otherwise  meets  the  requirements  of  applicable
Delaware law.  Subject to the  foregoing,  the Sponsor is entitled to appoint or
remove  without  cause any trustee of the Trust at any time.  Any trustee of the
Trust may resign upon thirty  (30) days' prior  notice to the Sponsor  provided,
however, such notice shall not be required if it is waived by the Sponsor.

         7. The Delaware Trustee, in its capacity as trustee of the Trust, shall
not have any of the powers or duties of the Trustees set forth herein (except as
may be  required  under the  Business  Trust  Act) and shall be a trustee of the
Trust for the sole and limited purpose of fulfilling the requirements of Section
3807 of the Business Trust Act.

         8. The Sponsor  hereby  agrees to (i)  reimburse  the  Trustees for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts),  and (ii) indemnify,  defend and hold harmless the Trustees and any of
the officers, directors,  employees and agents of the Trustees (the "Indemnified
Persons")  from and against any and all losses,  damages,  liabilities,  claims,
actions,  suits, costs, expenses,  disbursements  (including the reasonable fees
and expenses of counsel),  taxes and penalties of any kind and nature whatsoever
(collectively, "Expenses"), to the extent that such Expenses arise out of or are
imposed upon or asserted at any time against such


Indemnified  Persons  with respect to the  performance  of this  Declaration  of
Trust,  the creation,  operation or termination of the Trust or the transactions
contemplated hereby;  provided,  however, that the Sponsor shall not be required
to indemnify any  Indemnified  Person for any Expenses which are a result of the
willful misconduct, bad faith or gross negligence of such Indemnified Person.

         9. The Trust may be dissolved and terminated before the issuance of the
Preferred Securities at the election of the Sponsor.

         10. This  Declaration  of Trust shall be governed by, and  construed in
accordance  with, the laws of the State of Delaware  (without regard to conflict
of laws principles).





         IN WITNESS WHEREOF,  the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.

                                      IRON MOUNTAIN INCORPORATED,
                                      as Sponsor


                                      By:     /s/ John P. Lawrence
                                      Name:   John P. Lawrence
                                      Title:  Vice President and Treasurer


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


                                      By:     /s/ William T. Lewis
                                      Name:   William T. Lewis
                                      Title:  Senior Vice President


                                      THE BANK OF NEW YORK,
                                      as Property Trustee


                                      By:     /s/ Kisha A. Holder
                                      Name:   Kisha A. Holder
                                      Title:  Assistant Treasurer



                                      /s/ John P. Lawrence
                                      JOHN P. LAWRENCE,
                                      as Regular Trustee

EX-4.16

                                                                  EXHIBIT 4.16









     =====================================================================




                                     FORM OF

                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                              OF IM CAPITAL TRUST I




                                DATED AS OF [ , ]




     =====================================================================



   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.





                                Table of Contents

                                                                                                                Page

                                                                                                              

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



                                       i




                                            Table of Contents
                                              (Continued)
                                                                                                               Page
                                                                                                            

         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


                                       ii






                                            Table of Contents
                                              (Continued)
                                                                                                               Page
                                                                                                            

         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


                                      iii




               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).


         (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-


         "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-


         "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-


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-


         "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-


         "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-


         "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-


         "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-


         (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-


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-


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-


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-


         (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-


         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-


         (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-


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-


                  (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-


         (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-


         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-


                  (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-


                  (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-


                  (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-


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-


         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-


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-


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-


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-


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-


                  (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-



         (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-


                  (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-


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-



                  (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-


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-


                  (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-


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-


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-


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-


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-


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-


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-


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-


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-


         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-


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-


                  (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-


         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-


         (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-


                  (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-


         (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-


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-


                                   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-


                           (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-


                  (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-


         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-


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-


         (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-


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-




         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-

                                                                       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


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

                                    By:
                                       ---------------------------------------
                                    Title:
                                          ------------------------------------




                                      A-3

                                                                       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




         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

EX-4.17

                                                                    Exhibit 4.17


                              CERTIFICATE OF TRUST
                                       OF
                               IM CAPITAL TRUST I

         THIS Certificate of Trust of IM Capital Trust I (the "Trust"), dated as
of December 10, 2001,  is being duly executed and filed by the  undersigned,  as
trustees,  to form a business  trust under the Delaware  Business  Trust Act (12
Del. C.ss.3801 et seq.) (the "Act").


         1. Name.  The name of the business  trust formed  hereby is "IM Capital
Trust I".

         2. Delaware  Trustee.  The name and business  address of the trustee of
the Trust in the State of Delaware  are The Bank of New York  (Delaware),  White
Clay Center, Route 273, Newark, Delaware 19711.

         3. Effective  Date.  This  Certificate of Trust shall be effective upon
filing.

         IN WITNESS WHEREOF,  the undersigned,  being the trustees of the Trust,
have duly executed this  Certificate of Trust in accordance with Section 3811(a)
of the Act.

                             THE BANK OF NEW YORK (DELAWARE), not in
                             its individual capacity but solely as
                             trustee of the Trust

                             By:    /s/ William T. Lewis
                             Name:  William T. Lewis
                             Title: Senior Vice President

                             THE BANK OF NEW YORK, not in its individual
                             capacity but solely as trustee of the Trust

                             By:    /s/ Kisha A. Holder
                             Name:  Kisha A. Holder
                             Title: Assistant Treasurer


                             /s/ John P. Lawrence
                             JOHN P. LAWRENCE, not in his individual capacity
                             but solely as trustee of the Trust

EX-4.19

                                                                   Exhibit 4.19

                                     FORM OF

                           IRON MOUNTAIN INCORPORATED

                               GUARANTEE AGREEMENT

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

                           Dated as of _____ ___, ____




 Certain Sections of this Trust Agreement relating to Sections 310 through 318,
                 inclusive, of the Trust Indenture Act of 1939:

Trust Indenture                                                Trust
  Act Section                                                  Agreement Section

ss.310 (a)(1)..............................................................4.01
       (a)(2)..............................................................4.01
       (a)(3)....................................................Not Applicable
       (a)(4)....................................................Not Applicable
       (a)(5)..............................................................4.01
       (b).................................................................2.08
       (c).......................................................Not Applicable
ss.311 (a)...............................................................2.08(b)
       (b)...............................................................2.08(b)
       (c).......................................................Not Applicable
ss.312...............................................................2.02, 2.07
ss.313 (a).................................................................2.03
       (b).................................................................2.03
       (c).................................................................2.03
       (d).................................................................2.03
ss.314 (a).................................................................2.04
       (b).......................................................Not Applicable
       (c).................................................................2.05
       (d).......................................................Not Applicable
       (e).................................................................1.01
ss.315 (a).................................................................3.02
       (b).................................................................3.01
       (c).................................................................3.02
       (d).................................................................3.02
       (e).......................................................Not Applicable
ss.316 (a)...........................................................5.04, 2.06
       (b).................................................................5.03
       (c).......................................................Not Applicable
ss.317.....................................................................2.01
ss.318 (a).................................................................2.01

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

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




                                Table of Contents

                                                                            Page

ARTICLE I  DEFINITIONS.........................................................1
         Section 1.01  Definitions.............................................1

ARTICLE II  TRUST INDENTURE ACT................................................4
    Section 2.01  Trust Indenture Act; Application.............................4
    Section 2.02  Lists of Holders of Preferred Securities.....................5
    Section 2.03  Reports by the Guarantee Trustee.............................5
    Section 2.04  Periodic Reports to the Guarantee Trustee....................5
    Section 2.05  Evidence of Compliance with Conditions Precedent.............5
    Section 2.06  Events of Default; Waiver....................................6
    Section 2.07  Disclosure of Information....................................6
    Section 2.08  Conflicting Interest.........................................6

ARTICLE III  POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE................6
    Section 3.01  Powers and Duties of the Guarantee Trustee...................6
    Section 3.02  Certain Rights and Duties of the Guarantee Trustee...........7
    Section 3.03  Not Responsible for Recitals or Issuance of Guarantee........9
    Section 3.04  The Guarantee Trustee May Own Preferred Securities...........9
    Section 3.05  Moneys Received by the Guarantee Trustee to Be Held in
                    Trust Without Interest.....................................9
    Section 3.06  Compensation and Expenses of Guarantee Trustee...............9

ARTICLE IV  GUARANTEE TRUSTEE.................................................10
    Section 4.01  Qualifications..............................................10
    Section 4.02  Appointment, Removal and Resignation of the
                    Guarantee Trustee.........................................11

ARTICLE V  GUARANTEE..........................................................11
    Section 5.01  Guarantee...................................................11
    Section 5.02  Waiver of Notice............................................11
    Section 5.03  Obligations Not Affected....................................12
    Section 5.04  Enforcement of Guarantee....................................13
    Section 5.05  Guarantee of Payment........................................13
    Section 5.06  Subrogation.................................................13
    Section 5.07  Independent Obligations.....................................13

ARTICLE VI  LIMITATION OF TRANSACTIONS; [SUBORDINATION].......................14
    Section 6.01  Limitation of Transactions..................................14
    Section 6.02  [Subordination..............................................15

ARTICLE VII  TERMINATION......................................................15
    Section 7.01  Termination.................................................15

ARTICLE VIII  LIMITATION OF LIABILITY; INDEMNIFICATION........................15
    Section 8.01  Exculpation.................................................15
    Section 8.02  Indemnification.............................................16
    Section 8.03  Survive Termination.........................................16

                                       i


                                Table of Contents
                                   (continued)
                                                                            Page


ARTICLE IX  MISCELLANEOUS.....................................................16
    Section 9.01  Successors and Assigns......................................16
    Section 9.02  Amendments..................................................16
    Section 9.03  Notices.....................................................17
    Section 9.04  Genders.....................................................17
    Section 9.05  Benefit.....................................................17
    Section 9.06  Governing Law...............................................17
    Section 9.07  Counterparts................................................18
    Section 9.08  [Exercise of Overallotment Option...........................18
    Section 9.09  Limited Liability...........................................18


                                       ii






         This GUARANTEE AGREEMENT, dated as of __________, ____, is executed and
delivered  by  IRON  MOUNTAIN  INCORPORATED,  a  Pennsylvania  corporation  (the
"Guarantor"),  and The Bank of New York, a New York banking corporation , as the
initial Guarantee Trustee (as defined herein) for the benefit of the Holders (as
defined  herein)  from  time to time of the  Preferred  Securities  (as  defined
herein)  of IM  Capital  Trust  I, a  Delaware  statutory  business  trust  (the
"Issuer").

         WHEREAS,  pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"),  dated as of  ______________,  ____,  among the  trustees of the
Issuer named therein,  Iron Mountain  Incorporated,  as Sponsor, and the Holders
from time to time of preferred undivided  beneficial  interests in the assets of
the  Issuer,  the Issuer may issue up to  $_____________  aggregate  liquidation
amount of its _____%  [Convertible]  Trust Preferred  Securities (the "Preferred
Securities") representing preferred undivided beneficial interests in its assets
and having  the terms set forth in the  Declaration  [, of which  $_____________
liquidation  amount  of  Preferred  Securities  is being  issued  as of the date
hereof.  Up to the  remaining  $______________  liquidation  amount of Preferred
Securities  may  be  issued  by  the  Issuer  if and  to  the  extent  that  the
over-allotment  option  granted by the Guarantor and the Issuer  pursuant to the
Underwriting  Agreement (as may be defined in the  Declaration)  is exercised by
the Underwriters named in the Underwriting Agreement]; and

         WHEREAS, as incentive for the Holders to purchase Preferred Securities,
the Guarantor  desires to irrevocably and  unconditionally  agree, to the extent
set forth  herein,  to pay to the Holders  the  Guarantee  Payments  (as defined
herein) and to make certain other payments on the terms and conditions set forth
herein;

         NOW,  THEREFORE,  in  consideration  of the  purchase by each Holder of
Preferred  Securities,  which purchase the Guarantor hereby agrees shall benefit
the Guarantor,  the Guarantor executes and delivers this Guarantee Agreement for
the benefit of the Holders from time to time.

                                   ARTICLE I

                                  DEFINITIONS

Section 1.01  Definitions.

         (a) Capitalized terms used in this Guarantee  Agreement but not defined
in the preamble or recitals above have the respective  meanings assigned to them
in this Section 1.01.

         (b) A term defined  anywhere in this  Guarantee  Agreement has the same
meaning throughout.

         (c) All  references to "the  Guarantee  Agreement"  or "this  Guarantee
Agreement" are to this Guarantee Agreement as modified,  supplemented or amended
from time to time.

         (d) All references in this Guarantee Agreement to Articles and Sections
are to  Articles  and  Sections of this  Guarantee  Agreement  unless  otherwise
specified.


         (e) A term defined in the Trust Indenture Act has the same meaning when
used in this  Guarantee  Agreement  unless  otherwise  defined in this Guarantee
Agreement or unless the context otherwise requires.

         (f) A reference to the singular includes the plural and vice versa.

         "Affiliate" of any specified  Person means any other Person directly or
indirectly  controlling  or  controlled  by, or under direct or indirect  common
control with, such specified Person. For purposes of this definition,  "control"
of a 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.

         "Business Day" has the meaning set forth in the Declaration.

         "Commission"   means  the  United   States   Securities   and  Exchange
Commission.

         "Declaration" has the meaning set forth in the recitals above.

         "Distributions"  means the periodic  distributions  and other  payments
payable to Holders in accordance with the terms of the Preferred  Securities (as
set forth in the Declaration).

         "Event of  Default"  means a  default  by the  Guarantor  on any of its
payment or other obligations under this Guarantee Agreement;  provided, however,
that, except with respect to a default in payment of any Guarantee Payment,  any
such default shall  constitute  an Event of Default only if the Guarantor  shall
have  received  notice of such  default  and shall not have cured  such  default
within 60 days after receipt of such notice.

         ["Extension Period" has the meaning set forth in the Indenture.]

         "Guarantee  Payments"  means the following  payments or  distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by or on behalf  of the  Issuer:  (i) any  accumulated  and  unpaid
Distributions  and the Redemption  Price,  including all  accumulated and unpaid
Distributions  to  the  date  of  redemption,  with  respect  to  any  Preferred
Securities  called  for  redemption  by the Issuer but only if and to the extent
that in each case the Issuer has fund legally available therefor and (ii) upon a
voluntary or  involuntary  dissolution,  winding up or termination of the Issuer
(other than in connection with the  distribution of Notes to Holders in exchange
for Preferred  Securities or the redemption of the Preferred  Securities in full
upon  the  maturity  or  redemption  of all  of the  Notes  as  provided  in the
Declaration),  the lesser of (a) the aggregate of the liquidation amount and all
accumulated and unpaid  Distributions on the Preferred Securities to the date of
payment, to the extent the Issuer has funds legally available therefor,  and (b)
the amount of assets of the Issuer remaining  legally available for distribution
to Holders upon liquidation of the Issuer.

         "Guarantee  Trustee"  means  The Bank of New York,  a New York  banking
corporation , in its capacity as guarantee trustee hereunder,  until a Successor
Guarantee Trustee has been appointed and has accepted such appointment  pursuant
to the  terms of this  Guarantee

                                      -2-


Agreement,  and thereafter means each such Successor  Guarantee Trustee,  in its
capacity as guarantee trustee hereunder.

         "Holder"  means any holder,  as  registered on the books and records of
the Issuer, of any Preferred Securities;  provided, however, that in determining
whether the Holders of the  requisite  percentage of Preferred  Securities  have
given any  request,  notice,  consent or waiver  hereunder,  "Holder"  shall not
include the Guarantor or any Affiliate of the Guarantor.

         "Indemnified  Person" means the Guarantee Trustee, any Affiliate of the
Guarantee Trustee, and any officers, directors, shareholders, members, partners,
employees, representatives or agents of the Guarantee Trustee.

         "Indenture"  means the Indenture  dated as of  __________  between Iron
Mountain  Incorporated and The Bank of New York, as trustee,  as supplemented by
the ________  Supplemental  Indenture  thereto dated as of _______ __, ____ (the
"Supplemental Indenture"), pursuant to which the Notes are to be issued.

         "Majority  of  Outstanding  Preferred  Securities"  means  Holder(s) of
outstanding Preferred Securities, voting together as a single class, who are the
record owners of more than 50% of the outstanding Preferred Securities.

         "Notes"  means  the [name of series  of Notes  issued  pursuant  to the
Indenture] issued to the [Property Trustee/Issuer] by Iron Mountain Incorporated
under the Indenture.

         "Officers'   Certificate"   means,   with  respect  to  any  Person,  a
certificate  signed  by the  Chairman  of the  Board,  the  President,  any Vice
Chairman of the Board,  any Vice  President,  the Chief Financial  Officer,  the
Treasurer,  any  Assistant  Treasurer,  the  Controller,  the  Secretary  or any
Assistant Secretary of such Person, and delivered to the Guarantee Trustee.  One
of the officers signing an Officers'  Certificate given pursuant to Section 2.04
shall  be the  principal  executive,  financial  or  accounting  officer  of the
Guarantor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant  provided for in this Guarantee  Agreement  shall include,
where applicable:

                  (i) a statement  that the person making such  certificate  has
         read such covenant or condition;

                  (ii) a brief  statement  as to the  nature  and  scope  of the
         examination  or  investigation  upon which the  statements  or opinions
         contained in such certificate are based;

                  (iii) a statement  that, in the opinion of such person,  he or
         she has made such  examination  or  investigation  as is  necessary  to
         enable him or her 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 or not, in the opinion of such
         person, such condition or covenant has been complied with.

         "Person" means a legal person,  including any individual,  corporation,
estate, partnership,  limited liability company, joint venture,  incorporated or
unincorporated   association,   joint  stock

                                      -3-


company,  trust,  unincorporated  organization  or government or other agency or
political subdivision thereof, or other entity of any kind.

         "Preferred Securities" has the meaning set forth in the recitals above.

         "Property  Trustee"  means The Bank of New York,  as  Property  Trustee
under the Declaration,  or any successor trustee that is a financial institution
unaffiliated with the Issuer acting as Property Trustee under the Declaration.

         "Redemption  Price"  means the  amount  payable  on  redemption  of the
Preferred Securities in accordance with the terms of the Preferred Securities.

         "Responsible  Officer"  means,  when used with respect to the Guarantee
Trustee,  any officer  within the  corporate  trust  department of the Guarantee
Trustee,  including any vice  president,  assistant  vice  president,  assistant
secretary,  assistant  treasurer,  trust  officer  or any other  officer  of the
Guarantee Trustee who customarily  performs functions similar to those performed
by the Persons who at the time shall be such officers,  respectively, or to whom
any corporate trust matter is referred because of such Person's knowledge of and
familiarity  with the  particular  subject and, in either  case,  who shall have
direct responsibility for the administration of this Guarantee Agreement.

         "Successor  Guarantee  Trustee"  means a  successor  Guarantee  Trustee
possessing the qualifications to act as a Guarantee Trustee under Section 4.01.

         "Supplemental Indenture" has the meaning specified in the definition of
Indenture.

         "Trust Indenture Act" means 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.

                                   ARTICLE II

                              TRUST INDENTURE ACT

Section 2.01  Trust Indenture Act; Application.

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

         (b) If and to the extent that any provision of this Guarantee Agreement
limits,  qualifies or conflicts  with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

         (c) The  application  of the  Trust  Indenture  Act to  this  Guarantee
Agreement  shall not  affect the nature of the  Preferred  Securities  as equity
securities  representing  preferred undivided beneficial interests in the assets
of the Issuer.

                                      -4-


Section 2.02  Lists of Holders of Preferred Securities.

         (a) The  Guarantor  shall  provide the  Guarantee  Trustee  (unless the
Guarantee Trustee is the registrar of the Preferred  Securities) with a list, in
such form as the  Guarantee  Trustee may  reasonably  require,  of the names and
addresses of the Holders  ("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  Guarantor  of a written  request  from the  Guarantee
Trustee for a List of Holders as of a date no more than 15 days before such List
of Holders is given to the  Guarantee  Trustee;  provided  that in each case the
Guarantor  shall not be  obligated  to provide  such List of Holders at any time
that the List of Holders  does not differ  from the most  recent List of Holders
given to the Guarantee  Trustee by the  Guarantor.  The Guarantee  Trustee shall
preserve,  in as current a form as is reasonably  practicable,  all  information
contained  in the Lists of  Holders  given to it;  provided  that the  Guarantee
Trustee may destroy any List of Holders  previously  given to it on receipt of a
new List of Holders.

         (b) The  Guarantee  Trustee  shall  comply with its  obligations  under
Section 312(b) of the Trust Indenture Act.

Section 2.03  Reports by the Guarantee Trustee.

         Within 60 days after ______ of each year,  commencing ______, 200_, the
Guarantee  Trustee  shall deliver to the Holders such reports as are required by
Section 313 of the Trust  Indenture  Act, if any, in the form, in the manner and
at the times  provided by Section 313 of the Trust  Indenture Act. The Guarantee
Trustee  shall also  comply  with the other  requirements  of Section 313 of the
Trust  Indenture  Act.  A copy of each such  report  shall,  at the time of such
transmission  to the  Holders,  be  filed  by the  Guarantee  Trustee  with  the
Guarantor, with each stock exchange or quotation system upon which any Preferred
Securities  are  listed or traded  (if so  listed or  traded)  and also with the
Commission.  The  Guarantor  agrees to notify  the  Guarantee  Trustee  when any
Preferred Securities become listed on any stock exchange or quotation system and
of any delisting thereof.

Section 2.04  Periodic Reports to the Guarantee Trustee.

         The Guarantor  shall provide to the Guarantee  Trustee such  documents,
reports and  information  (if any) as required by Section  314(a)(1)-(3)  of the
Trust  Indenture  Act  and  the  compliance  certificates  required  by  Section
314(a)(4)  and (c) of the  Trust  Indenture  Act,  any such  certificates  to be
provided  in the form,  in the  manner  and at the  times  required  by  Section
314(a)(4)  and  (c) of the  Trust  Indenture  Act.  Delivery  of  such  reports,
information and documents to the Guarantee Trustee is for informational purposes
only  and  the  Guarantee   Trustee's  receipt  of  such  shall  not  constitute
constructive  notice of any information  contained  therein or determinable from
information contained therein,  including the Guarantor's compliance with any of
its covenants  hereunder (as to which the Guarantee  Trustee is entitled to rely
exclusively on Officers' Certificates).

Section 2.05  Evidence of Compliance with Conditions Precedent.

         The Guarantor  shall provide to the Guarantee  Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this Guarantee
Agreement  which relate to any of the matters set forth in Section 314(c) of the
Trust  Indenture  Act.  Any  certificate  or opinion  required to be given by an
officer  pursuant  to Section  314(c)  may be given in the form of an  Officers'
Certificate.

                                      -5-


Section 2.06  Events of Default; Waiver.

         (a) The Holders of a Majority of Outstanding  Preferred Securities may,
by vote,  on behalf of the  Holders,  waive any past  Event of  Default  and its
consequences.  Upon such waiver, any such Event of Default shall cease to exist,
and any Event of Default  arising  therefrom shall be deemed to have been cured,
for every purpose of this Guarantee  Agreement,  but no such waiver shall extend
to any  subsequent  or other  default or Event of  Default,  or impair any right
consequent thereon.

         (b) Notwithstanding Section 2.06(a), the right of any Holder to receive
payment of the Guarantee  Payments in accordance with this Guarantee  Agreement,
or to  institute  suit for the  enforcement  of any such  payment,  shall not be
impaired without the consent of each such Holder.

Section 2.07  Disclosure of Information.

         The  disclosure  of  information  as to the names and  addresses of the
Holders in accordance with Section 312 of the Trust Indenture Act, regardless of
the source from which such information was derived,  shall not be deemed to be a
violation  of any  existing  law, or any law  hereafter  enacted  which does not
specifically  refer to Section  312 of the Trust  Indenture  Act,  nor shall the
Guarantee Trustee be held accountable by reason of mailing any material pursuant
to a request made under Section 312(b) of the Trust Indenture Act.

Section 2.08  Conflicting Interest.

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

         (b) The  Guarantee  Trustee  shall  comply with its  obligations  under
Sections 310(b) and 311 of the Trust Indenture Act.

                                  ARTICLE III

                            POWERS, DUTIES AND RIGHTS
                            OF THE GUARANTEE TRUSTEE

Section 3.01  Powers and Duties of the Guarantee Trustee.

         (a) This Guarantee  Agreement shall be held by the Guarantee Trustee in
trust for the benefit of the Holders.  The Guarantee  Trustee shall not transfer
its right, title and interest in this Guarantee Agreement to any Person except a
Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of
its appointment to act as Guarantee Trustee or to a Holder exercising his or her
rights  pursuant  to Section  5.04(iv).  The right,  title and  interest  of the
Guarantee Trustee to this Guarantee  Agreement shall vest  automatically in each
Person who may hereafter be appointed as Guarantee  Trustee in  accordance  with
Article IV. Such vesting and  cessation  of title shall be effective  whether or
not conveyancing documents have been executed and delivered.

                                      -6-


         (b)  If an  Event  of  Default  has  occurred  and is  continuing,  the
Guarantee Trustee shall enforce this Guarantee  Agreement for the benefit of the
Holders.

         (c) This Guarantee  Agreement and all moneys  received by the Guarantee
Trustee in respect of the  Guarantee  Payments will not be subject to any right,
charge,  security  interest,  lien or claim of any kind in favor  of, or for the
benefit of, the Guarantee Trustee or its agents or their creditors.

         (d) The Guarantee Trustee shall, within 90 days after the occurrence of
an Event of Default  actually  known to a  Responsible  Officer of the Guarantee
Trustee, transmit by mail, first class postage prepaid, to the Holders, as their
names and addresses  appear upon the List of Holders,  notice of all such Events
of Default, unless such defaults shall have been cured before the giving of such
notice;  provided that the Guarantee  Trustee shall be protected in  withholding
such notice if and so long as the board of directors, the executive committee or
a trust  committee of directors  and/or  Responsible  Officers of the  Guarantee
Trustee in good faith  determines  that the withholding of such notice is in the
interests  of the Holders.  The  Guarantee  Trustee  shall not be deemed to have
knowledge  of any Event of  Default  except any Event of Default as to which the
Guarantee  Trustee shall have received  written notice or a Responsible  Officer
charged with the administration of this Guarantee  Agreement shall have obtained
written notice of such Event of Default.

         (e) The Guarantee  Trustee shall continue to serve as a trustee until a
Successor  Guarantee Trustee has been appointed and accepted that appointment in
accordance with Article IV.

Section 3.02  Certain Rights and Duties of the Guarantee Trustee.

         (a) The Guarantee Trustee, before the occurrence of an Event of Default
and after the curing or waiving of all Events of Default that may have occurred,
shall  undertake  to perform only such duties as are  specifically  set forth in
this  Guarantee  Agreement,  and no  implied  covenants  shall be read into this
Guarantee  Agreement against the Guarantee Trustee.  In case an Event of Default
has occurred (that has not been cured or waived  pursuant to Section 2.06),  the
Guarantee  Trustee shall  exercise such of the rights and powers vested in it by
this  Guarantee  Agreement,  and use the same  degree  of care and  skill in its
exercise  thereof,  as  a  prudent  person  would  exercise  or  use  under  the
circumstances in the conduct of his own affairs.

         (b) No  provision  of this  Guarantee  Agreement  shall be construed to
relieve the Guarantee 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 an Event of Default and after
         the  curing or  waiving  of all such  Events of  Default  that may have
         occurred:

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

                                      -7-


                           (B) in the  absence  of bad  faith on the part of the
                  Guarantee  Trustee,  the  Guarantee  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 Guarantee Trustee and conforming to
                  the  requirements  of  this  Guarantee  Agreement;   provided,
                  however, that in the case of any such certificates or opinions
                  that by any  provision  hereof or the Trust  Indenture Act are
                  specifically   required  to  be  furnished  to  the  Guarantee
                  Trustee,  the  Guarantee  Trustee  shall  be  under  a duty to
                  examine the same to  determine  whether or not they conform to
                  the  requirements  of this  Guarantee  Agreement  or the Trust
                  Indenture Act, as the case may be;

                  (ii) the  Guarantee  Trustee shall not be liable for any error
         of  judgment  made  in  good  faith  by a  Responsible  Officer  of the
         Guarantee Trustee, unless it shall be proved that the Guarantee Trustee
         was  negligent  in  ascertaining  the  pertinent  facts upon which such
         judgment was made;

                  (iii) the  Guarantee  Trustee shall not be liable with respect
         to any  action  taken or  omitted  to be  taken by it in good  faith in
         accordance  with  the  direction  of  the  Holders  of  a  Majority  of
         Outstanding Preferred Securities relating to the time, method and place
         of conducting any proceeding for any remedy  available to the Guarantee
         Trustee,  or exercising any trust or power conferred upon the Guarantee
         Trustee under this Guarantee Agreement; and

                  (iv) no provision of this  Guarantee  Agreement  shall require
         the  Guarantee  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 shall
         have reasonable  grounds for believing that the repayment of such funds
         or  liability is not  reasonably  assured to it under the terms of this
         Guarantee   Agreement  or  adequate  indemnity  against  such  risk  or
         liability is not reasonably assured to it.

         (c) Subject to the provisions of Section 3.02(a) and (b):

                  (i)  whenever  in  the   administration   of  this   Guarantee
         Agreement,  the Guarantee Trustee shall deem it desirable that a matter
         be proved or  established  prior to taking,  suffering  or omitting any
         action  hereunder,  the Guarantee  Trustee  (unless  other  evidence is
         herein specifically prescribed) may, in the absence of bad faith on its
         part,  request  and rely upon an  Officers'  Certificate,  which,  upon
         receipt of such request, shall be promptly delivered by the Guarantor;

                  (ii) the Guarantee Trustee (A) may consult with counsel (which
         may be  counsel  to the  Guarantor  or any of its  Affiliates  and  may
         include any of its employees) selected by it in good faith and with due
         care and the written  advice or opinion of such counsel with respect to
         legal matters 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 reliance  thereon and in accordance  with such advice
         and  opinion,  and  (B)  shall  have  the  right  at any  time  to seek
         instructions  concerning the administration of this Guarantee Agreement
         from any court of competent jurisdiction;

                  (iii) the  Guarantee  Trustee may execute any of the trusts or
         powers  hereunder or perform any duties hereunder either directly or by
         or through agents or attorneys,  and the

                                      -8-


         Guarantee  Trustee  shall  not be  responsible  for any  misconduct  or
         negligence on the part of any agent or attorney appointed by it in good
         faith and with due care;

                  (iv) the  Guarantee  Trustee  shall be under no  obligation to
         exercise  any of the  rights or powers  vested in it by this  Guarantee
         Agreement at the request or direction of any Holder, unless such Holder
         shall have offered to the  Guarantee  Trustee  security  and  indemnity
         satisfactory  to the  Guarantee  Trustee  against  the costs,  expenses
         (including  attorneys' fees and expenses) and liabilities that might be
         incurred by it in complying  with such request or  direction;  provided
         that nothing  contained in this clause (iv) shall relieve the Guarantee
         Trustee of the  obligation,  upon the occurrence of an Event of Default
         (which has not been cured or waived) to exercise such of the rights and
         powers vested in it by this  Guarantee  Agreement,  and to use the same
         degree of care and skill in this  exercise  as a prudent  person  would
         exercise  or use  under the  circumstances  in the  conduct  of his own
         affairs;

                  (v) any action  taken by the  Guarantee  Trustee or its agents
         hereunder  shall bind the Holders,  and the  signature of the Guarantee
         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  Guarantee  Trustee to so act, or as
         to its  compliance  with  any of  the  terms  and  provisions  of  this
         Guarantee Agreement,  both of which shall be conclusively  evidenced by
         the Guarantee Trustee's or its agent's taking such action; and

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

                  (vii) the  Guarantee  Trustee may request  that the  Guarantor
         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 Guarantee,  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.

Section 3.03  Not Responsible for Recitals or Issuance of Guarantee

         The recitals  contained in this Guarantee  Agreement  shall be taken as
the statements of the Guarantor,  and the Guarantee  Trustee does not assume any
responsibility   for  their   correctness.   The  Guarantee   Trustee  makes  no
representations as to the validity or sufficiency of this Guarantee Agreement.

Section 3.04  The Guarantee Trustee May Own Preferred Securities.

         The Guarantee  Trustee,  in its individual or any other  capacity,  may
become the owner or pledgee of Preferred  Securities and may otherwise deal with
the  Guarantor  with the same rights it would have if it were not the  Guarantee
Trustee.

Section  3.05  Moneys  Received  by the  Guarantee  Trustee  to Be Held in Trust
Without Interest.

         All moneys  received by the  Guarantee  Trustee in respect of Guarantee
Payments shall,  until used or applied as herein provided,  be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Guarantee Trustee shall be under
no liability for interest on any moneys received by it hereunder  except such as
it may agree in writing to pay thereon.

                                      -9-


Section 3.06  Compensation and Expenses of Guarantee Trustee.

         The Guarantor covenants and agrees to pay to the Guarantee Trustee from
time to time, and the Guarantee  Trustee shall be entitled to, such compensation
as the  Guarantor  and the  Guarantee  Trustee  shall from time to time agree in
writing  (which  shall not be limited by any  provision  of law in regard to the
compensation  of a  Guarantee  Trustee  of an express  trust)  for all  services
rendered by it in the exercise and  performance  of any of the powers and duties
hereunder of the Guarantee Trustee,  and the Guarantor will pay or reimburse the
Guarantee  Trustee upon its request for all reasonable  expenses,  disbursements
and advances incurred or made by the Guarantee Trustee in accordance with any of
the   provisions  of  this   Guarantee   Agreement   (including  the  reasonable
compensation and the reasonable expenses and disbursements of its counsel and of
all persons not regularly in its employ)  except any such expense,  disbursement
or advance as may arise from its  negligence or bad faith.  The  Guarantor  also
covenants  to  indemnify  each  of the  Guarantee  Trustee  or  any  predecessor
Guarantee Trustee and their officers,  agents,  directors and employees for, and
to hold them harmless against,  any and all loss,  liability,  damage,  claim or
expense including taxes (other than taxes based upon, measured by, or determined
by, the income,  profit,  franchise or doing business of the Guarantee  Trustee)
incurred  without  negligence or bad faith on the part of the Guarantee  Trustee
and arising out of or in connection  with services  rendered in accordance  with
this  Guarantee  Agreement,  including  the  reasonable  costs and  expenses  of
defending  itself  against any claim  (whether  asserted by the  Guarantor,  any
Holder or any other Person) of liability in the premises. The provisions of this
Section 3.06 shall  survive the  termination  of this  Guarantee  Agreement  and
resignation or removal of the Guarantee Trustee.

                                   ARTICLE IV

                                GUARANTEE TRUSTEE

Section 4.01  Qualifications.

         There shall at all times be a Guarantee Trustee that shall:

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

                  (ii)  be  a  national   banking   association  or  corporation
         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 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 $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 purposes of this
         clause (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.  If at any time the
         Guarantee  Trustee shall cease to satisfy the  requirements  of clauses
         (i) and (ii) above, the Guarantee Trustee shall  immediately  resign in
         the  manner  and  with  the  effect  set out in  Section  4.02.  If the
         Guarantee  Trustee  has or shall  acquire  any  "conflicting  interest"
         within the meaning of Section  310(b) of the Trust  Indenture  Act, the
         Guarantee  Trustee and the Guarantor  shall in all respects comply with
         the provisions of Section 310(b) of the Trust Indenture Act.


                                      -10-


Section 4.02  Appointment, Removal and Resignation of the Guarantee Trustee.

         (a) Subject to Section 4.02(b),  the Guarantee Trustee may be appointed
or removed without cause at any time by the Guarantor.

         (b) The  Guarantee  Trustee  shall not be  removed in  accordance  with
Section   4.02(a)   until  a  Successor   Guarantee   Trustee   possessing   the
qualifications to act as Guarantee Trustee under Section 4.01 has been appointed
and has  accepted  such  appointment  by  written  instrument  executed  by such
Successor  Guarantee  Trustee and  delivered to the  Guarantor and the Guarantee
Trustee being removed.

         (c) The Guarantee  Trustee  appointed to office shall hold office until
its successor shall have been appointed or until its removal or resignation.

         (d) The  Guarantee  Trustee may resign from  office  (without  need for
prior or subsequent  accounting) by an instrument (a  "Resignation  Request") in
writing signed by the Guarantee  Trustee and delivered to the  Guarantor,  which
resignation  shall take effect upon such  delivery or upon such later date as is
specified therein; provided,  however, that no such resignation of the Guarantee
Trustee shall be effective until a Successor  Guarantee  Trustee  possessing the
qualifications to act as Guarantee Trustee under Section 4.01 has been appointed
and has accepted  such  appointment  by  instrument  executed by such  Successor
Guarantee  Trustee and delivered to the  Guarantor  and the resigning  Guarantee
Trustee.

         (e) If no Successor  Guarantee  Trustee  shall have been  appointed and
accepted  appointment  as  provided  in this  Section  4.02 within 60 days after
delivery to the Guarantor of a  Resignation  Request,  the  resigning  Guarantee
Trustee may petition any court of competent  jurisdiction  for  appointment of a
Successor Guarantee Trustee. Such court may thereupon after such notice, if any,
as it may deem proper, appoint a Successor Guarantee Trustee.

                                   ARTICLE V

                                   GUARANTEE

Section 5.01  Guarantee.

         The Guarantor irrevocably and unconditionally  agrees to pay in full to
the Holders the Guarantee Payments (without  duplication of amounts  theretofore
paid by the  Issuer),  as and when  due,  regardless  of any  defense,  right of
set-off or  counterclaim  which the Issuer may have or assert.  The  Guarantor's
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Guarantor to the Holders or to the Guarantee Trustee for
remittance  to the Holders or by causing  the Issuer to pay such  amounts to the
Holders.

Section 5.02  Waiver of Notice.

         The Guarantor  hereby  waives  notice of  acceptance of this  Guarantee
Agreement  and of any  liability to which it applies or may apply,  presentment,
demand for payment,  any right to require a proceeding  first against the Issuer
or any other Person before proceeding against the Guarantor,  protest, notice of
nonpayment,  notice of dishonor,  notice of redemption and all other

                                      -11-


notices and  demands.  Notwithstanding  anything  to the  contrary  herein,  the
Guarantor  retains all of its rights under the  Indenture to extend the interest
payment period on the Notes and the Guarantor  shall not be obligated  hereunder
to make any Guarantee  Payment during any [Extension  Period] (as defined in the
Supplemental  Indenture)  with  respect to the  Distributions  on the  Preferred
Securities.

Section 5.03  Obligations Not Affected.

         The  obligations,  covenants,  agreements  and duties of the  Guarantor
under this Guarantee Agreement shall in no way be affected or impaired by reason
of the happening from time to time of any of the following:

         (a) the release or waiver,  by  operation of law or  otherwise,  of the
performance  or  observance  by the Issuer of any express or implied  agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Issuer;

         (b) the  extension  of time for the payment by the Issuer of all or any
portion of the  Distributions  (other than an  extension  of time for payment of
Distributions  that  result  from any  [Extension  Period]),  Redemption  Price,
Liquidation  Distribution  (as may be defined in the  Declaration)  or any other
sums payable  under the terms of the  Preferred  Securities  or the extension of
time for the performance of any other  obligation  under,  arising out of, or in
connection with, the Preferred  Securities  (other than an extension of time for
payment of Distributions that result from any [Extension Period]);

         (c) any  failure,  omission,  delay or lack of diligence on the part of
the Guarantee  Trustee or the Holders to enforce,  assert or exercise any right,
privilege,  power or remedy  conferred on the  Guarantee  Trustee or the Holders
pursuant to the terms hereof or of the Preferred  Securities,  respectively,  or
any action on the part of the Issuer  granting  indulgence  or  extension of any
kind;

         (d) the voluntary or involuntary liquidation,  dissolution, sale of any
collateral, receivership,  insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization,  arrangement, composition or readjustment of debt of,
or other similar proceedings  affecting,  the Issuer or any of the assets of the
Issuer;

         (e) any  invalidity  of, or  defect or  deficiency  in,  the  Preferred
Securities;

         (f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or

         (g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable  discharge or defense of a guarantor,  it being the intent of
this  Section 5.03 that the  obligations  of the  Guarantor  with respect to the
Guarantee  Payments  shall  be  absolute  and  unconditional  under  any and all
circumstances.

         There shall be no obligation of the Guarantee Trustee or the Holders to
give  notice  to, or obtain  consent  of,  the  Guarantor  with  respect  to the
happening of any of the foregoing.

                                      -12-


Section 5.04  Enforcement of Guarantee.

         The Guarantor and the Guarantee Trustee expressly acknowledge and agree
that (i) this Guarantee  Agreement will be deposited with the Guarantee  Trustee
to be held for the benefit of the Holders;  (ii) the  Guarantee  Trustee has the
right to  enforce  this  Guarantee  Agreement  on behalf of the  Holders;  (iii)
Holders  representing  not  less  than  a  Majority  of  Outstanding   Preferred
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee  Trustee in respect of this
Guarantee  Agreement or exercising  any trust or other power  conferred upon the
Guarantee  Trustee  under this  Guarantee  Agreement;  and (iv) if the Guarantee
Trustee  fails to enforce this  Guarantee  Agreement as provided in clauses (ii)
and (iii) above,  any Holder may institute a legal  proceeding  directly against
the  Guarantor to enforce its rights  under this  Guarantee  Agreement,  without
first instituting a legal proceeding  against the Issuer,  the Guarantee Trustee
or any other Person.  Notwithstanding the foregoing, if the Guarantor has failed
to make a  Guarantee  Payment,  a Holder may  directly  institute  a  proceeding
against the  Guarantor  for  enforcement  of this  Guarantee  Agreement for such
payment without first  instituting a legal  proceeding  against the Issuer,  the
Guarantee Trustee or any other Person.

Section 5.05  Guarantee of Payment.

         This Guarantee  Agreement creates a guarantee of payment and not merely
of collection. This Guarantee Agreement will not be discharged except by payment
of the Guarantee  Payments in full (without  duplication of amounts  theretofore
paid by the  Issuer)  or upon the  distribution  of the Notes to the  Holders as
provided in the Declaration.

Section 5.06  Subrogation.

         The Guarantor shall be subrogated to all (if any) rights of the Holders
against  the  Issuer  in  respect  of any  amounts  paid to the  Holders  by the
Guarantor under this Guarantee Agreement;  provided, however, that the Guarantor
shall not (except to the extent  required  by  mandatory  provisions  of law) be
entitled  to  enforce or  exercise  any  rights  which it may  acquire by way of
subrogation or any indemnity,  reimbursement or other agreement, in all cases as
a result of payment under this Guarantee Agreement,  if, at the time of any such
payment, any amounts are due and unpaid under this Guarantee  Agreement.  If any
amount shall be paid to the  Guarantor in violation of the  preceding  sentence,
the  Guarantor  agrees to hold such  amount in trust for the  Holders and to pay
over such amount to the Holders or to the  Guarantee  Trustee for  remittance to
the Holders.

Section 5.07  Independent Obligations.

         The  Guarantor   acknowledges   that  its  obligations   hereunder  are
independent  of the  obligations  of the Issuer  with  respect to the  Preferred
Securities  and that the  Guarantor  shall be liable as principal  and as debtor
hereunder to make  Guarantee  Payments  pursuant to the terms of this  Guarantee
Agreement notwithstanding the occurrence of any event referred to in subsections
(a) through (g), inclusive, of Section 5.03 hereof.

                                      -13-


                                   ARTICLE VI

                  LIMITATION OF TRANSACTIONS; [SUBORDINATION]

Section 6.01  Limitation of Transactions.

         So long as any Preferred Securities remain outstanding,  and if at such
time (i) the  Guarantor  shall  be in  default  with  respect  to its  Guarantee
Payments or other payment obligations hereunder,  (ii) there shall have occurred
and be continuing any Trust Enforcement Event under the Declaration or (iii) the
Guarantor  shall have given notice of its election of an [Extension  Period] and
such period, or any extension  thereof,  is continuing,  the Guarantor shall not
(1) make any payment of  principal,  interest  or premium,  if any, on or repay,
repurchase  or redeem any debt  securities  that rank equally with, or junior in
interest to, the Notes in the right of payment issued by the Guarantor, [except,
in the  case of an  [Extension  Period],  payments  as  contemplated  under  the
Indenture],  or make any guarantee payments with respect to any guarantee by the
Guarantor of any debt of any of its subsidiaries if such guarantee ranks equally
with or  junior  to the Notes in right of  payment,  [except,  in the case of an
[Extension  Period],  payments  as  contemplated  under the  Indenture,]  or (2)
declare or pay any dividends or distributions on, or redeem,  purchase,  acquire
or make a liquidation  payment with respect to, any of the  Guarantor's  capital
stock,  except,  in each of cases (1) and (2),  nothing  contained  herein shall
prevent the  Guarantor  from (a)  purchasing  or acquiring  its capital stock in
satisfaction  of its  obligations  under any benefit plans for the Guarantor and
the  Guarantor's  subsidiaries'  directors,  officers or  employees or under any
dividend reinvestment plans, or pursuant to any contract or security outstanding
[on the first day of any [Extension Period] requiring us to purchase our capital
stock]  (other than a contract or security  ranking  expressly by its terms on a
parity with or junior to the Notes), (b) effecting the  reclassification  of the
Guarantor's  capital stock, or any exchange or conversion of one class or series
of the Guarantor's  capital stock for another class or series of the Guarantor's
capital  stock,  (c)  purchasing  of  fractional  interests  in  shares  of  the
Guarantor's  capital stock pursuant to the conversion or exchange  provisions of
such capital stock or the security being  converted or exchanged,  (d) declaring
dividends or distributions  in the Guarantor's  capital stock where the dividend
stock is the same stock as that on which the dividend is being paid;  (e) making
any  declaration  of a  dividend  in  connection  with the  implementation  of a
shareholder's  rights plan, or the issuance of shares under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto; and
(f) making  any  payments  under this  Guarantee.  In  addition,  so long as any
Preferred Securities remain outstanding,  the Guarantor (i) will remain the sole
direct or indirect owner of all of the outstanding  Common  Securities and shall
not cause or permit the Common Securities to be transferred except to the extent
such transfer is permitted under Section 7.9 of the  Declaration;  provided that
any permitted  successor of the Guarantor under the Indenture may succeed to the
Guarantor's  direct or indirect ownership of the Common Securities and (ii) will
use  reasonable  efforts  to cause the  Issuer to  continue  to be  treated as a
grantor  trust  for  United  States  federal  income  tax  purposes,  except  in
connection with a distribution of Notes as provided in the Declaration.

                                      -14-


Section 6.02  [Subordination.  If applicable:

         This Guarantee Agreement will constitute an unsecured obligation of the
Guarantor  and will rank (i)  subordinate  and junior in right of payment to all
other liabilities of the Guarantor and any guarantees of the Guarantor  relating
to such liabilities, except in each case those made pari passu or subordinate by
their  terms,  and (ii) senior to all capital  stock (other than the most senior
preferred  stock  issued  from time to time,  if any,  by the  Guarantor,  which
preferred  stock will rank pari passu with this Guarantee  Agreement) and to any
guarantee  now or hereafter  entered into by the  Guarantor in respect of any of
its capital  stock  (other than the most senior  preferred  stock  issued by the
guarantor) now or hereafter issued by the Guarantor. The Guarantor's obligations
under this Guarantee  Agreement will rank pari passu with respect to obligations
under other  securities  (other than capital stock) the Guarantor may issue from
time to time and other guarantee agreements which it may enter into from time to
time to the  extent  that (i)  such  agreements  shall  provide  for  comparable
guarantees by the Guarantor of payment on preferred  securities  issued by other
trusts,  partnerships  or other entities  affiliated with the Guarantor that are
financing  vehicles of the  Guarantor  and (ii) the notes or other  evidences of
indebtedness  of  the  Guarantor  relating  to  such  preferred  securities  are
subordinated, unsecured indebtedness of the Guarantor.]

                                  ARTICLE VII

                                  TERMINATION

Section 7.01  Termination.

         This Guarantee Agreement shall terminate and be of no further force and
effect  (i)  upon  full  payment  of  the  Redemption  Price  of  all  Preferred
Securities,  (ii) upon the  distribution of the Notes [, or any securities in to
which such Notes are  convertible,] to Holders and holders of Common  Securities
in exchange for all of the Preferred  Securities and Common  Securities or (iii)
upon full payment of the amounts payable in accordance with the Declaration upon
liquidation  of  the  Issuer.  Notwithstanding  the  foregoing,  this  Guarantee
Agreement will continue to be effective or will be  reinstated,  as the case may
be, if at any time any Holder must restore payment of any sums paid with respect
to the Preferred Securities or under this Guarantee Agreement.

                                  ARTICLE VIII

                    LIMITATION OF LIABILITY; INDEMNIFICATION

Section 8.01  Exculpation.

         (a) No Indemnified  Person shall be liable,  responsible or accountable
in damages or otherwise to the  Guarantor or any Holder for any loss,  damage or
claim  incurred  by reason of any act or omission  performed  or omitted by such
Indemnified Person in good faith in accordance with this Guarantee Agreement and
in a manner such Indemnified  Person reasonably  believed to be within the scope
of the  authority  conferred  on  such  Indemnified  Person  by  this  Guarantee
Agreement or by law,  except that an Indemnified  Person shall be liable for any
such

                                      -15-


loss, damage or claim incurred by reason of such Indemnified Person's negligence
or willful misconduct with respect to such acts or omissions.

         (b) An Indemnified  Person shall be fully  protected in relying in good
faith upon the records of the  Guarantor  and upon such  information,  opinions,
reports or statements presented to the Guarantor by any Person as to matters the
Indemnified   Person   reasonably   believes  are  within  such  other  Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Guarantor,  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 might properly be paid.

Section 8.02  Indemnification.

         To the fullest extent  permitted by applicable law, the Guarantor 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 in
accordance with this Guarantee Agreement and in a manner such Indemnified Person
reasonably  believed  to be within  the  scope of  authority  conferred  on such
Indemnified  Person by this  Guarantee  Agreement,  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  negligence or willful
misconduct with respect to such acts or omissions.

Section 8.03  Survive Termination.

         The provisions of Sections 8.01 and 8.02 shall survive the  termination
of this  Guarantee  Agreement  or the  resignation  or removal of the  Guarantee
Trustee.

                                   ARTICLE IX

                                  MISCELLANEOUS

Section 9.01  Successors and Assigns.

         All  guarantees and  agreements  contained in this Guarantee  Agreement
shall bind the successors, assignees, receivers, trustees and representatives of
the Guarantor  and shall inure to the benefit of the  Guarantee  Trustee and the
Holders then outstanding.  Except in connection with a consolidation,  merger or
sale involving the Guarantor that is permitted under Article X of the Indenture,
the Guarantor shall not assign its obligations hereunder.

Section 9.02  Amendments.

         Except with respect to any changes  which do not  adversely  affect the
rights of Holders in any  material  respect (in which case no consent of Holders
will be required),  this Guarantee  Agreement may only be amended with the prior
approval of the  Guarantor,  the  Guarantee  Trustee and the Holders of not less
than a Majority of Outstanding Preferred Securities. The provisions of Section [
] of the Declaration concerning meetings, and actions by written consent without
a meeting, of Holders shall apply to the giving of such approval.

                                      -16-


Section 9.03  Notices.

         Any notice,  request or other communication required or permitted to be
given hereunder shall be in writing, in English, duly signed by the party giving
such notice, and delivered, telecopied or mailed by first class mail as follows:

         (a) if given to the  Guarantor,  to the address set forth below or such
other address as the Guarantor may give notice of to the Holders:

                                    Iron Mountain Incorporated
                                    745 Atlantic Avenue
                                    Boston, Massachusetts  02111
                                    Attention:  General Counsel

         (b) if given to the Guarantee  Trustee,  to the address set forth below
or such  other  address  as the  Guarantee  Trustee  may give  notice  of to the
Holders:

                                    The Bank of New York
                                    101 Barclay Street
                                    Floor 21 West
                                    New York, New York  10286
                                    Attention: Corporate Trust Administration

         (c) if given to any  Holder,  at the address set forth on the books and
records of the Issuer.

         All  notices  hereunder  shall be deemed to have  been  given  when (i)
received in person,  (ii) telecopied with receipt confirmed,  or (iii) mailed by
first class mail,  postage  prepaid,  when received,  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 9.04  Genders.

         The  masculine,  feminine and neuter  genders used herein shall include
the masculine, feminine and neuter genders.

Section 9.05 Benefit.

         This  Guarantee  Agreement  is solely for the benefit of the  Guarantee
Trustee and the  Holders  and,  subject to Section  3.01(a),  is not  separately
transferable from the Preferred Securities.

Section 9.06  Governing Law.

THIS GUARANTEE  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS).

                                      -17-


Section 9.07  Counterparts.

         This Guarantee Agreement may be executed in counterparts, each of which
shall be an original;  but such counterparts  shall together  constitute one and
the same instrument.

Section 9.08  [Exercise of Overallotment Option.

         If and to the extent that Preferred Securities are issued by the Issuer
upon  exercise of the  overallotment  option  referred  to in the first  WHEREAS
clause,  the  Guarantor  agrees to give prompt  notice  thereof to the Guarantee
Trustee but the failure to give such notice  shall not relieve the  Guarantor of
any of its obligations hereunder.]

Section 9.09  Limited Liability.

         Neither the Guarantee  Trustee nor the Holders,  in their capacities as
such,  shall be personally  liable for any  liabilities  or  obligations  of the
Guarantor  arising out of this Guarantee  Agreement.  The parties further hereby
agree that the Holders,  in their  capacities as such,  shall be entitled to the
same limitation of personal  liability  extended to the  stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

Section 9.10  Waiver of Jury Trial.

         The Guarantor and the Guarantee  Trustee hereby  irrevocably  waive, 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 Guarantee,  the
Securities or the transactions contemplated hereby.



                  [Remainder of Page Intentionally Left Blank]


                                      -18-



         THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.

                                        IRON MOUNTAIN INCORPORATED


                                        By:
                                           -----------------------------------
                                             Name:
                                             Title:


                                        THE BANK OF NEW YORK
                                        as Guarantee Trustee


                                        By:
                                           -----------------------------------
                                             Name:
                                             Title:


                                      -19-

EX-5.1

                                                                     Exhibit 5.1




                              SULLIVAN & WORCESTER LLP
                               ONE POST OFFICE SQUARE
                             BOSTON, MASSACHUSETTS 02109
                                   (617) 338-2800
                                FAX NO. 617-338-2880
     IN WASHINGTON, D.C.                                   IN NEW YORK CITY
     1666 K STREET, N.W.                                   565 FIFTH AVENUE
   WASHINGTON, D.C. 20006                              NEW YORK, NEW YORK 10017
       (202) 775-8190                                       (212) 486-8200
    FAX NO. 202-293-2275                                 FAX NO. 212-758-2151





                                                              December 13, 2001


Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111

         Re:      Iron Mountain Incorporated Registration Statement on Form S-3

Ladies and Gentlemen:

         We are  rendering  this  opinion  in  connection  with  a  registration
statement on Form S-3 (the  "Registration  Statement") to be filed today by Iron
Mountain  Incorporated,  a Pennsylvania  corporation (the "Company"),  and by IM
Capital Trust I, a statutory  business  trust formed under the laws of the State
of Delaware (the  "Trust"),  with the Securities  and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act"). The Registration Statement relates to the proposed issuance and sale from
time to time pursuant to Rule 415 under the  Securities  Act as set forth in the
final  prospectus  that  forms  a  part  of  the  Registration   Statement  (the
"Prospectus"),  and as to be set forth in one or more final  supplements  to the
Prospectus (each, a "Prospectus  Supplement") of up to $500,000,000 in aggregate
amount of the  following  securities  (the  "Registered  Securities"):  (i) debt
securities of the Company (the "Debt Securities"),  which may be guaranteed (the
"Subsidiary  Guarantees")  by certain  present and future wholly owned  domestic
subsidiaries  of the  Company  (the  "Subsidiary  Guarantors");  (ii)  shares of
preferred  stock,  $0.01 par value per share,  of the  Company  (the  "Preferred
Shares"); (iii) depositary shares representing fractional interests in Preferred
Shares (the "Depositary Shares"), evidenced by depositary receipts therefor (the
"Depositary Receipts");  (iv) shares of common stock, $0.01 par value per share,
of the Company (the "Common Shares");  (v) warrants to purchase Debt Securities,
Preferred  Shares,  Depositary  Shares or Common Shares (the  "Warrants");  (vi)
preferred securities of the Trust (the "Trust Preferred Securities");  (vii) the
Company's  guarantee  with  respect to the Trust  Preferred  Securities  (each a
"Trust  Guarantee"  and,  collectively,  the  "Trust  Guarantees");  (viii)  the
Company's stock purchase contracts (the "Stock Purchase  Contracts") to purchase
Common Shares at a future date; and (ix) the Company's stock purchase units (the
"Stock  Purchase  Units"),  consisting  of a Stock  Purchase  Contract  and Debt
Securities,  Trust  Preferred  Securities or debt  obligations  of third parties
securing the holders'  obligations to purchase the Common Shares under the Stock
Purchase Contract. The following opinion is furnished to the Company to be filed
with the  Commission as Exhibit 5.1 to the  Registration  Statement.  As used in
this

Iron Mountain Incorporated
December 13, 2001
Page 2

opinion, the term "Registration  Statement"  includes,  unless otherwise stated,
such  Registration   Statement,  as  amended  when  declared  effective  by  the
Commission (including any necessary post-effective amendments thereto); the term
"Convertible  Registered  Securities"  means  Registered  Securities  which  are
convertible   into,   exchangeable  for  or  exercisable  for  other  Registered
Securities, and the term "Underlying Registered Securities" means any Registered
Securities  which  are  issuable  upon  conversion,   exchange  or  exercise  of
Convertible Registered Securities.

         In  connection  with this  opinion,  we have examined and relied upon a
copy of the  Registration  Statement to be filed with the Commission on or about
the date hereof.  We have also  examined and relied upon  originals or copies of
such records, agreements and instruments of the Company,  certificates of public
officials  and of officers of the Company and such other  documents and records,
and such matters of law, as we have deemed necessary as a basis for the opinions
hereinafter  expressed.  In  making  such  examination,   we  have  assumed  the
genuineness  of all  signatures,  the legal  capacity  of natural  persons,  the
authenticity of all documents submitted to us as originals and the conformity to
the  originals of all documents  submitted to us as copies,  which facts we have
not independently verified.

         We have necessarily  assumed in connection with the opinions  expressed
below that the terms and conditions of the Registered Securities and any related
indentures,  agreements and  instruments,  except to the extent described in the
Registration Statement and the form of preliminary prospectus contained therein,
as originally  filed,  will be, and that any related  proceedings of the Company
conducted  after the date hereof will be conducted,  (i) in accordance  with all
applicable laws and the Company's Amended and Restated Articles of Incorporation
(the "Restated Articles") and Amended and Restated By-laws,  (ii) in the case of
the  Subsidiary  Guarantees,  in  accordance  with all  applicable  laws and the
Subsidiary  Guarantors' charters and by-laws, and (iii) not in conflict with any
contractual or other  restrictions  which are binding on the Company,  and that,
without limiting the generality of the foregoing,  any agreements or instruments
that  are  hereafter  required  to be filed as an  exhibit  to the  Registration
Statement will be properly  filed by an amendment  thereto or by the filing of a
Form 8-K by the Company under the  Securities  Exchange Act of 1934, as amended,
and  properly  incorporated  by  reference  in the  Registration  Statement,  as
permitted by the Securities Act and the rules and  regulations of the Commission
thereunder.

         We have  also  necessarily  assumed  in  connection  with the  opinions
expressed below that (i) the Registration Statement,  and any amendments thereto
(including  post-effective  amendments),  will have become  effective  under the
Securities  Act;  (ii) a  Prospectus  Supplement  will have been  filed with the
Commission  pursuant  to Rule  424  under  the  Securities  Act  describing  the
Registered  Securities  offered thereby;  (iii) the Company's Board of Directors
(the  "Board"),  and,  if  applicable,   the  Subsidiary  Guarantors'  Board  of
Directors,  or a duly authorized committee thereof shall have duly adopted final
resolutions (the "Final  Resolutions")  authorizing the issuance and sale of the
applicable  Registered  Security as contemplated by the Registration  Statement,
the  Prospectus,   the  applicable  Prospectus  Supplement  and  any  applicable
Principal Document (as defined below); (iv) evidence of each Registered Security
shall have been duly executed,  countersigned,  authenticated and registered, as
required by the  applicable  Principal

Iron Mountain Incorporated
December 13, 2001
Page 3


Document and Final Resolution for that Registered Security,  and shall have been
duly  delivered  to  the  purchasers  thereof  against  payment  of  the  agreed
consideration  therefor  (which shall, in any event, be an amount at least equal
to the par value, if any, thereof),  as provided in the Registration  Statement,
the Prospectus and the applicable Prospectus Supplement,  Principal Document and
Final Resolutions for such Registered  Security;  (v) all Registered  Securities
will be  issued  and  sold in  compliance  with  applicable  federal  and  state
securities laws and in the manner stated in the  Registration  Statement and the
applicable  Prospectus  Supplement;  (vi) any Underlying  Registered  Securities
being offered will be duly authorized, created and, if appropriate, reserved for
issuance upon such conversion,  exchange, redemption or exercise; and (vii) with
respect to any Common Shares or Preferred  Shares  offered,  or any  Convertible
Registered  Securities  as to which Common  Shares or  Preferred  Shares are the
related  Underlying  Registered  Securities  that,  at the time of the  issuance
thereof,  the  Company  will have a  sufficient  number of shares of  authorized
Common  Shares or  Preferred  Shares,  as the case may be,  under  the  Restated
Articles that will be unissued and not otherwise reserved for issuance.

         To the extent that the  obligations of the Company under each Indenture
or any Depositary  Agreement,  Warrant  Agreement,  Guarantee  Agreement,  Stock
Purchase  Contract  Agreement or Stock Purchase Unit Agreement  (each as defined
below and  collectively,  the "Principal  Documents") may be dependent upon such
matters,  we have assumed for  purposes of this  opinion that (i) each  Trustee,
Depositary,  Warrant Agent, Guarantee Trustee, Stock Purchase Contract Agent and
Stock  Purchase Unit Agent (each as defined  below) is duly  organized,  validly
existing  and  in  good  standing  under  the  laws  of  its   jurisdiction   of
organization, and is duly qualified to engage in the activities contemplated by,
and has the  requisite  organizational  and legal power and authority to perform
its obligations under, each Principal Document to which it is a party; (ii) each
Trustee,  Depositary,  Warrant Agent, Guarantee Trustee, Stock Purchase Contract
Agent and Stock  Purchase Unit Agent will be in compliance  with all  applicable
laws and  regulations,  with  respect to acting as a trustee or agent under each
applicable  Principal  Document;  and (iii) each Principal  Document will be the
valid and binding  agreements  of each party  thereto  (other than the Company),
enforceable against such parties in accordance with their respective terms.

         We express no opinion herein as to the laws of any  jurisdiction  other
than the laws of The Commonwealth of  Massachusetts  and the federal laws of the
United  States of America,  and we express no opinion as to state  securities or
blue sky laws.  Insofar as this opinion  involves matters of Pennsylvania law we
have,  with your  permission,  relied  solely on the  opinion of  Ballard  Spahr
Andrews & Ingersoll,  LLC dated December 13, 2001, a copy of which we understand
you are filing herewith as Exhibit 5.2 to the  Registration  Statement,  and our
opinion is subject to the exceptions,  qualifications  and  limitations  therein
expressed.

         Our  opinions  set forth below with  respect to the validity or binding
effect of any  security or  obligation  are subject to (i)  limitations  arising
under applicable bankruptcy, insolvency, reorganization,  fraudulent conveyance,
moratorium or other  similar laws  affecting  the  enforcement  generally of the
rights and  remedies of  creditors  and secured  parties or the  obligations  of
debtors;  (ii) general principles of equity (regardless of whether considered in
a proceeding at law or in equity), including, without limitation, the discretion
of any court of

Iron Mountain Incorporated
December 13, 2001
Page 4


competent  jurisdiction in granting specific  performance or injunctive or other
equitable relief;  and (iii) an implied duty on the part of the party seeking to
enforce  rights  or  remedies  to  take  action  and  make  determinations  on a
reasonable basis and in good faith to the extent required by applicable law.

         Based on and subject to the foregoing,  and subject to the assumptions,
limitations and  qualifications set forth herein, we are of the opinion that, as
of the date hereof:

                  1.  Each  series  of  Debt   Securities   and  the  Subsidiary
         Guarantees,  if any, will be validly issued and binding  obligations of
         the Company and the Subsidiary Guarantors when (i) the indentures filed
         as Exhibits 4.1 and 4.2 to the  Registration  Statement,  including any
         necessary supplemental indenture, or any other indenture, including any
         necessary  supplemental  indenture thereto,  filed as an exhibit to the
         Registration  Statement,  as the case may be (the applicable indenture,
         as so  filed  and  supplemented,  the  "Indenture"),  shall  have  been
         qualified under the Trust  Indenture Act of 1939, as amended;  and (ii)
         the Indenture shall have been duly  authorized,  executed and delivered
         by the Company and a trustee named thereunder (the "Trustee").  If such
         Debt Securities are Underlying Registered  Securities,  the opinion set
         forth in this  paragraph is subject to the further  condition  that the
         Convertible Registered Securities relating to such Debt Securities,  at
         the time of the issuance or delivery thereof, as applicable, and of the
         conversion,  exchange or exercise  thereof,  are validly issued,  fully
         paid  and  non-assessable  by the  Company  or are  valid  and  binding
         obligations of the Company, as applicable.

                  2. Each series of  Preferred  Shares  will be validly  issued,
         fully paid and  non-assessable  by the Company  when (i) the Board or a
         duly authorized  committee thereof shall have duly adopted  resolutions
         approving a Statement with Respect to Shares setting forth the terms of
         such series of Preferred  Shares,  including  establishing a sufficient
         quantity  thereof  and  setting  forth the  preferences,  restrictions,
         limitations as to dividends, qualifications and terms and conditions of
         redemption,  consistent  with the Final  Resolutions for such series of
         Preferred  Shares;  and (ii) the Statement with Respect to Shares shall
         have been duly  executed  and filed with and accepted for record by the
         Department  of  State  of the  Commonwealth  of  Pennsylvania.  If such
         Preferred Shares are Underlying Registered Securities,  the opinion set
         forth in this  paragraph is subject to the further  condition  that the
         Convertible Registered Securities relating to such Preferred Shares, at
         the time of the issuance or delivery thereof, as applicable, and of the
         conversion,  exchange or exercise  thereof,  are validly issued,  fully
         paid  and  non-assessable  by the  Company  or are  valid  and  binding
         obligations of the Company, as applicable.

                  3. The Depositary  Shares will be validly  issued,  fully paid
         and  non-assessable by the Company and the Depositary  Receipts will be
         validly  issued  and will  entitle  the  holders  thereof to the rights
         specified therein and in the applicable Depositary Agreement,  when (i)
         the  conditions  set forth in  paragraph  2 above  with  respect to the
         related  Preferred  Shares are met; (ii) the Board or a duly authorized
         committee thereof shall have duly adopted resolutions  approving one or
         more depositary agreements,  including a form of Depositary Receipt set
         forth therein or related  thereto  (each,  a

Iron Mountain Incorporated
December 13, 2001
Page 5


         "Depositary  Agreement"),  relating to such Depositary Shares,  between
         the  Company  and  a  financial   institution   identified  therein  as
         depositary  (each, a  "Depositary");  (iii) the  applicable  Depositary
         Agreement  shall have been duly  executed and  delivered by the Company
         and the Depositary;  and (iv) the related  Preferred  Shares shall have
         been duly deposited with the Depositary under the Depositary Agreement.

                  4. The Common  Shares will be validly  issued,  fully paid and
         non-assessable  by the Company.  If such Common  Shares are  Underlying
         Registered  Securities,  the  opinion  set forth in this  paragraph  is
         subject to the condition  that the  Convertible  Registered  Securities
         relating to such Common Shares, at the time of the issuance or delivery
         thereof,  as applicable,  and of the  conversion,  exchange or exercise
         thereof,  are  validly  issued,  fully paid and  non-assessable  by the
         Company  or are  valid  and  binding  obligations  of the  Company,  as
         applicable.

                  5. The Warrants will be duly authorized and validly issued and
         binding  obligations  of the  Company  when  (i)  the  Board  or a duly
         authorized  committee  thereof  shall  have  duly  adopted  resolutions
         approving one or more warrant  agreements,  including a form of warrant
         set forth therein or related  thereto  (each,  a "Warrant  Agreement"),
         establishing  the terms and  conditions of such  Warrants,  between the
         Company and a financial institution identified therein as warrant agent
         (each, a "Warrant  Agent");  and (ii) the applicable  Warrant Agreement
         shall have been duly  executed  and  delivered  by the  Company and the
         Warrant Agent. If such Warrants are Underlying  Registered  Securities,
         the  opinion  set forth in this  paragraph  is subject  to the  further
         condition that the Convertible  Registered  Securities relating to such
         Warrants,  at  the  time  of  the  issuance  or  delivery  thereof,  as
         applicable,  and of the conversion,  exchange or exercise thereof,  are
         validly  issued,  fully paid and  non-assessable  by the Company or are
         valid and binding obligations of the Company, as applicable.

                  6. The Trust  Guarantees  will be duly  authorized and validly
         issued and binding  obligations  of the Company when (i) the Board or a
         duly authorized  committee thereof shall have duly adopted  resolutions
         approving one or more guarantee  agreements,  ("Guarantee  Agreement"),
         establishing the terms and conditions of such Trust Guarantees, between
         the Company and a financial institution identified therein as guarantee
         trustee  ("Guarantee  Trustee");  and  (ii)  the  applicable  Guarantee
         Agreement  shall have been duly  executed and  delivered by the Company
         and the Guarantee Trustee.

                  7. The Stock Purchase  Contracts  will be duly  authorized and
         validly  issued and binding  obligations  of the  Company  when (i) the
         Board or a duly  authorized  committee  thereof shall have duly adopted
         resolutions  approving one or more stock purchase  agreements,  ("Stock
         Purchase Contract Agreement"), establishing the terms and conditions of
         such Stock  Purchase  Contract,  between  the  Company  and a financial
         institution identified therein as stock purchase contract agent ("Stock
         Purchase  Contract  Agent");  and (ii) the  applicable  Stock  Purchase
         Contract  Agreement  shall have been duly executed and delivered by the
         Company and the Stock Purchase Contract Agent.

Iron Mountain Incorporated
December 13, 2001
Page 6


                  8.  The  Stock  Purchase  Units  will be duly  authorized  and
         validly  issued and binding  obligations  of the  Company  when (i) the
         Board or a duly  authorized  committee  thereof shall have duly adopted
         resolutions  approving one or more stock  purchase  agreements  ("Stock
         Purchase  Unit   Agreement")   covering  the  Stock   Purchase   Units,
         establishing  the terms and  conditions of such Stock  Purchase  Units,
         between the Company and a financial  institution  identified therein as
         stock purchase unit agent ("Stock  Purchase Unit Agent");  and (ii) the
         Stock Purchase Agreement shall have been duly executed and delivered by
         the Company and the Stock Purchase Unit Agent.

         All of the  opinions  set  forth  herein  are  rendered  as of the date
hereof, and we assume no obligation to update such opinions to reflect any facts
or circumstances which may hereafter come to our attention or any changes in the
law which may hereafter occur.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement  and to the  reference  to our  firm  in the  Prospectus
forming a part of the Registration  Statement. In giving such consent, we do not
thereby  admit that we come  within the  category  of persons  whose  consent is
required  under  Section  7 of  the  Securities  Act  or  under  the  rules  and
regulations of the Commission promulgated thereunder.

                                                 Very truly yours,



                                                 /s/ SULLIVAN & WORCESTER LLP
                                                 SULLIVAN & WORCESTER LLP

EX-5.2

                                                                    Exhibit 5.2

             [Letterhead of Ballard Spahr Andrews & Ingersoll, LLP]




                                                              December 13, 2001
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts  02111

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109

         Re:      Registration Statement on Form S-3, to be filed with
                  the Securities and Exchange Commission on December 13, 2001

Ladies and Gentlemen:

         We have acted as special  Pennsylvania  counsel, in a limited capacity,
to Iron Mountain Incorporated,  a Pennsylvania  corporation (the "Company"),  in
connection  with  certain  matters  of  Pennsylvania  law  arising  out  of  the
registration of up to $500,000,000 in an aggregate  amount of one or more series
of  the  following  securities  (collectively,   the  "Securities"):   (a)  debt
securities of the Company  ("Debt  Securities"),  which may be  guaranteed  (the
"Subsidiary  Guarantees")  by certain  present and future wholly owned  domestic
subsidiaries  of the  Company  (the  "Subsidiary  Guarantors"),  (b)  shares  of
preferred stock, $0.01 par value per share, of the Company ("Preferred Shares"),
(c) depositary  shares  representing  fractional  interests in Preferred  Shares
("Depositary  Shares"),  evidenced by depositary receipts therefor  ("Depository
Receipts"),  (d)  shares of common  stock,  $0.01  par value per  share,  of the
Company ("Common Shares"),  (e) warrants to purchase Debt Securities,  Preferred
Shares,   Depositary  Shares  or  Common  Shares  ("Warrants"),   (f)  preferred
securities  of IM Capital  Trust I (the  "Trust"),  a statutory  business  trust
formed  under  the  laws  of  the  State  of  Delaware  (the  "Trust   Preferred
Securities"),  each  of  which  may  be  guaranteed  (collectively,  the  "Trust
Guarantees")  by the Company,  (g) the Company's  stock purchase  contracts (the
"Stock Purchase  Contracts") to purchase Common Shares at a future date, and (h)
the Company's stock purchase units (the "Stock Purchase Units"), consisting of a
Stock Purchase Contract and Debt Securities,  Trust Preferred Securities or debt
obligations of third parties  securing the holders'  obligations to purchase the
Common Shares under the Stock Purchase Contract,  as covered by the registration
statement on Form S-3 (the  "Registration  Statement"),  to be filed on or about
the date hereof by the Company and the Trust with the  Securities  and  Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"1933  Act").  Capitalized  terms  used but not  defined  herein  shall have the
meanings given to them in the Registration Statement.

         In connection with this opinion,  we have examined originals or copies,
certified  or  otherwise  identified  to  our  satisfaction,  of  the  following
documents (collectively, the "Documents"):


Iron Mountain Incorporated
Sullivan & Worcester LLP
December 13, 2001
Page 2



         1. The  Registration  Statement  and the  related  form of  preliminary
prospectus  included therein in the form to be transmitted to the Commission for
filing under the 1933 Act on or about the date hereof;

         2. The Amended and Restated  Articles of  Incorporation  of the Company
(the  "Restated  Articles"),  certified as of a recent date by the  Secretary of
State of the Commonwealth of Pennsylvania;

         3. The Amended and  Restated  Bylaws of the Company  certified  as of a
recent date by the Secretary of the Company (the "Restated Bylaws");

         4.  Resolutions  adopted by the Board of  Directors of the Company (the
"Board") relating to the registration and offering of the Securities,  certified
as of a recent date by the Secretary of the Company (the "Resolutions"); and

         5. A  certificate  of the  Secretary  of State of the  Commonwealth  of
Pennsylvania as to the subsistence of the Company, dated as of a recent date.

         In addition,  we have made such  examinations  of law as we have deemed
necessary in connection with the opinions set forth below.

         In all cases, we have assumed the legal capacity and competence of each
natural person signing each of the Documents and all other instruments presented
to us,  the  genuineness  of  all  signatures,  the  authenticity  of  documents
submitted to us as originals,  the conformity to original documents of documents
submitted to us as certified,  conformed,  photostatic or facsimile copies,  the
authenticity   of  the  originals  of  such   documents  and  the  accuracy  and
completeness of all corporate records and other information made available to us
by the Company.

         We have also assumed,  without verification,  (i) that prior to issuing
the Securities,  the Registration  Statement,  including any amendments  thereto
(including post-effective amendments) and the final prospectus that forms a part
of the  Registration  Statement,  shall  have  been  declared  effective  by the
Commission and that any necessary prospectus supplement shall have properly been
filed  with the  Commission,  (ii)  that the  Securities  will not be  issued or
transferred  in  violation of any  restriction  or  limitation  contained in the
Restated Articles,  the Restated Bylaws, the Trust's declaration of trust or any
other  governing  document of the Trust;  (iii) all Preferred  Shares and Common
Shares  when  issued  will be  evidenced  by  duly  executed  and  countersigned
certificates  meeting the requirements of the Pennsylvania  Business Corporation
Law of 1988,  as amended (the  "PaBCL") and the  Restated  Bylaws,  (iv) that in
accordance  with the  Resolutions,  the issuance and terms and conditions of the
Securities  to be  issued  by the  Company  from  time to  time,  including  any
indenture and supplemental  indentures pursuant to which any Debt Securities may
be issued by the Company (the  "Indenture"),  will be in  compliance  with,  and
approved by the Board or a duly authorized committee thereof in accordance with,
the PaBCL,  the Restated  Bylaws and the Restated  Articles (with such approvals

Iron Mountain Incorporated
Sullivan & Worcester LLP
December 13, 2001
Page 3



referred  to  herein  as the  "Board  Approvals"),  and (v) that the  Trust is a
statutory  business trust duly formed and validly existing under the laws of the
State of Delaware.

         Based upon the foregoing,  and subject to the assumptions,  exceptions,
limitations and qualifications stated herein, we are of the opinion that:

         1.  The  Company  is  a  corporation  duly   incorporated  and  validly
subsisting under the laws of the Commonwealth of Pennsylvania.

         2.  Upon  the  completion  of  all  Board  Approvals  relating  to  the
Securities  that are Debt  Securities and the applicable  Indenture and upon the
necessary  corporate  approval  by  each  of the  Subsidiary  Guarantors  of the
Subsidiary  Guarantees,  if any,  the  issuance of the Debt  Securities  and the
execution by the Company of the applicable  Indenture will be duly authorized by
all necessary Board action.

         3.  Upon  the  completion  of  all  Board  Approvals  relating  to  the
Securities that are Preferred Shares (the "Preferred  Securities"),  and the due
execution  and  filing  with the  Department  of State  of the  Commonwealth  of
Pennsylvania  of a Statement  with Respect to Shares  relating to the  Preferred
Securities  and assuming  that the sum of (a) all  Preferred  Shares  issued and
reserved for issuance as of the date hereof, (b) any Preferred Shares issued and
reserved for  issuance  between the date hereof and the date on which any of the
Preferred  Securities  are actually  issued (not  including any of the Preferred
Securities) and (c) the Preferred Securities will not exceed the total number of
Preferred  Shares that the Company is then  authorized  to issue,  the Preferred
Securities will be duly authorized and, when delivered  against payment therefor
in accordance  with the  Resolutions  and the Board  Approvals,  will be validly
issued, fully paid and non-assessable. If such Preferred Securities are issuable
upon conversion, exchange or exercise of other Securities, the opinion set forth
in this paragraph is subject to the further condition that such other Securities
relating to such Preferred  Securities,  at the time of the issuance or delivery
thereof, as applicable, and of the conversion, exchange or exercise thereof, are
validly issued,  fully paid and  non-assessable  by the Company or are valid and
binding obligations of the Company, as applicable.

         4.  Upon  the  completion  of  all  Board  Approvals  relating  to  the
Securities that are Common Shares (the "Common  Securities"),  and assuming that
the sum of (a) all Common Shares issued and reserved for issuance as of the date
hereof,  (b) any Common Shares issued and reserved for issuance between the date
hereof and the date on which any of the Common  Securities  are actually  issued
(not including any of the Common  Securities) and (c) the Common Securities will
not exceed the total number of Common Shares that the Company is then authorized
to issue,  the Common  Securities  will be duly  authorized  and, when delivered
against  payment  therefor  in  accordance  with the  Resolutions  and the Board
Approvals, will be validly issued, fully paid and non-assessable. If such Common
Securities  are  issuable  upon  conversion,   exchange  or  exercise  of  other
Securities,  the opinion set forth in this  paragraph  is subject to the further
condition that such other Securities relating to such Common Securities,  at the
time of the

Iron Mountain Incorporated
Sullivan & Worcester LLP
December 13, 2001
Page 4


issuance or delivery thereof, as applicable, and of the conversion,  exchange or
exercise  thereof,  are validly  issued,  fully paid and  non-assessable  by the
Company or are valid and binding obligations of the Company, as applicable.

         5.  Upon  the  completion  of  all  Board  Approvals  relating  to  the
Securities  that  are  Warrants,  the  issuance  of the  Warrants  will  be duly
authorized by all necessary Board action.

         6.  Upon  the  completion  of  all  Board  Approvals  relating  to  the
Securities  that are Trust  Guarantees and the related  guarantee  agreement(s),
establishing  the terms and  conditions  of such Trust  Guarantees,  between the
Company and a financial institution identified therein as guarantee trustee, the
Trust Guarantees will be duly authorized by all necessary Board action.

         7.  Upon  the  completion  of  all  Board  Approvals  relating  to  the
Securities  that are Stock  Purchase  Contracts and the related  stock  purchase
agreement(s),  establishing  the terms and  conditions  of such  Stock  Purchase
Contracts, between the Company and a financial institution identified therein as
stock  purchase  contract  agent,  the  Stock  Purchase  Contracts  will be duly
authorized by all necessary Board action.

         8.  Upon  the  completion  of  all  Board  Approvals  relating  to  the
Securities  that  are  Stock  Purchase  Units  and the  related  stock  purchase
agreement(s),  establishing  the terms and  conditions  of such  Stock  Purchase
Units,  between the Company and a financial  institution  identified  therein as
stock purchase unit agent,  the Stock Purchase Units will be duly  authorized by
all necessary Board action.

         We express no opinion as to the law of any jurisdiction  other than the
law of the  Commonwealth of Pennsylvania and we further express no opinion as to
the application or requirements of the Pennsylvania Securities Act.

         This  opinion is limited to the matters  expressly  stated  herein.  No
implied  opinion  may be  inferred  to extend  this  opinion  beyond the matters
expressly stated herein. We do not undertake to advise you or anyone else of any
changes in the opinions  expressed herein resulting from changes in law, changes
in facts or any other  matters that  hereafter  might occur or be brought to our
attention.




Iron Mountain Incorporated
Sullivan & Worcester LLP
December 13, 2001
Page 5




         This opinion is being furnished to you for submission to the Commission
as an exhibit to the Registration Statement and, accordingly,  may not be relied
upon by,  quoted in any manner to, or  delivered  to any other  person or entity
without, in each instance, our prior written consent.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this  consent,  we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.

                                    Very truly yours,

                                    /s/ Ballard Spahr Andrews & Ingersoll, LLP

EX-5.3

                                                                     Exhibit 5.3




                 [LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]




                                December 13, 2001



IM Capital Trust I
c/o Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts  02111

                  Re:      IM Capital Trust I

Ladies and Gentlemen:

         We  have  acted  as  special   Delaware   counsel  for  Iron   Mountain
Incorporated,  a Pennsylvania corporation (the "Company"),  and IM Capital Trust
I, a Delaware  business trust (the "Trust"),  in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.

         For  purposes  of  giving  the  opinions  hereinafter  set  forth,  our
examination  of documents  has been limited to the  examination  of originals or
copies of the following:

         (a) The  Certificate  of Trust of the Trust,  dated as of December  10,
2001 (the  "Certificate"),  as filed in the office of the  Secretary of State of
the State of Delaware (the "Secretary of State") on December 10, 2001;

         (b) The  Declaration  of Trust of the Trust,  dated as of December  10,
2001,  between  the  Company,  as sponsor,  and the  trustees of the Trust named
therein;

         (c) A form of Amended and  Restated  Declaration  of Trust of the Trust
(including  Exhibits A and B thereto)  (the  "Declaration"),  to be entered into
among the Company, as sponsor,  the trustees of the Trust named therein, and the
holders,  from time to time, of undivided  beneficial interests in the assets of
the Trust,  attached  as an exhibit to the  Registration  Statement  (as defined
below);

         (d)  The  Registration   Statement  on  Form  S-3  (the   "Registration
Statement"),  including a prospectus (the  "Prospectus"),  relating to the trust
preferred securities of the Trust






representing  undivided beneficial interests in the assets of the Trust (each, a
"Preferred Security" and collectively,  the "Preferred Securities"), as proposed
to be filed by the  Company  and the  Trust  with the  Securities  and  Exchange
Commission (the "SEC") on or about December 13, 2001; and

         (e) A Certificate  of Good Standing for the Trust,  dated  December 13,
2001, obtained from the Secretary of State.

         Capitalized  terms used  herein and not  otherwise  defined are used as
defined in the Declaration.

         For purposes of this opinion,  we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document  (other than the  documents  listed in paragraphs
(a) through (e) above) that is referred to in or  incorporated by reference into
the documents  reviewed by us. We have assumed that there exists no provision in
any document  that we have not reviewed that is  inconsistent  with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing  documents,  the statements and
information  set forth  therein and the  additional  matters  recited or assumed
herein,  all of which we have  assumed to be true,  complete and accurate in all
material respects.

         With respect to all  documents  examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic  originals,  (ii) the
conformity  with the  originals  of all  documents  submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

         For purposes of this opinion,  we have assumed (i) that the Declaration
and the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below,  that each of the parties to
the documents examined by us has been duly created,  organized or formed, as the
case may be,  and is validly  existing  in good  standing  under the laws of the
jurisdiction governing its creation,  organization or formation, (iii) the legal
capacity of natural  persons who are  parties to the  documents  examined by us,
(iv) that each of the parties to the documents  examined by us has the power and
authority to execute and deliver,  and to perform its  obligations  under,  such
documents, (v) that each of the parties to the documents examined by us has duly
authorized,  executed and  delivered  such  documents,  (vi) the receipt by each
Person to whom a Preferred Security is to be issued by the Trust  (collectively,
the "Preferred  Security Holders") of a Preferred Security  Certificate for such
Preferred Security and the payment for the Preferred Security acquired by it, in
accordance with the Declaration and the Registration  Statement,  and (vii) that
the Preferred  Securities are issued and sold to the Preferred  Security Holders
in accordance with the Declaration and the Registration  Statement.  We have not
participated  in the  preparation  of the  Registration  Statement and assume no
responsibility for its contents.






         This opinion is limited to the laws of the State of Delaware (excluding
the  securities  laws of the State of Delaware),  and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations  relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules,  regulations and orders  thereunder that are
currently in effect.

         Based upon the foregoing, and upon our examination of such questions of
law and  statutes of the State of Delaware as we have  considered  necessary  or
appropriate,  and subject to the  assumptions,  qualifications,  limitations and
exceptions set forth herein, we are of the opinion that:

         1. The Trust has been duly  created  and is  validly  existing  in good
standing as a business  trust  under the  Delaware  Business  Trust Act (12 Del.
C.ss.3801, et seq.).

         2. The Preferred  Securities will represent  valid and,  subject to the
qualifications  set forth in  paragraph  3 below,  fully paid and  nonassessable
undivided beneficial interests in the assets of the Trust.

         3. The Preferred  Security Holders,  as beneficial owners of the Trust,
will 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.  We note that the Preferred  Security
Holders may be obligated to make payments as set forth in the Declaration.

         We consent to the filing of this  opinion with the SEC as an exhibit to
the  Registration  Statement.  In addition,  we hereby consent to the use of our
name under the heading  "Validity of the Offered  Securities" in the Prospectus.
In giving the  foregoing  consents,  we do not thereby admit that we come within
the  category  of Persons  whose  consent  is  required  under  Section 7 of the
Securities  Act of 1933,  as amended,  or the rules and  regulations  of the SEC
thereunder.  Except as stated  above,  without our prior written  consent,  this
opinion may not be  furnished  or quoted to, or relied upon by, any other Person
for any purpose.

                                      Very truly yours,


                                      /s/ Richards, Layton & Finger, P.A.
BJK/ENF

EX-12

                                                                                                                          EXHIBIT 12


                                                     IRON MOUNTAIN INCORPORATED

                                 STATEMENT OF THE CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                                       (Dollars in thousands)

                                                                                                                Nine Months Ended
                                                                      Year Ended December 31,                      September 30,
                                                 -------------------------------------------------------------  -----------------
                                                  1996           1997         1998        1999        2000             2001
                                                  ----           ----         ----        ----        ----             ----
                                                                                                  

Earnings:
  Income (loss) from continuing operations
  before provision (benefit) for Income taxes
  & Minority Interest                            $   1,792    $  (4,601)   $   3,391    $   9,841   $ (18,032)       $  (7,786)
  Add: Fixed charges                                21,939       37,489       61,169       73,957     154,975          133,292
                                                 ---------    ---------    ---------    ---------   ---------        ---------
                                                 $  23,731    $  32,888    $  64,560    $  83,798   $ 136,943        $ 125,506
                                                 =========    =========    =========    =========   =========        =========

Fixed Charges:
  Interest Expense                                $  14,901    $  27,712    $  45,673    $  54,425   $ 117,975        $ 101,451
  Interest Portion of rent expense                    7,038        9,777       15,496       19,532      37,000           31,841
                                                  ---------    ---------    ---------    ---------   ---------        ---------
Ratio of earnings to fixed charges                $  21,939    $  37,489    $  61,169    $  73,957   $ 154,975        $ 133,292
                                                  =========    =========    =========    =========   =========        =========
                                                      1.1 x        0.9 x        1.1 x        1.1 x       0.9 x            0.9 x
                                                                    (1)                                   (1)              (1)






(1)   We reported a loss from continuing operations before provision (benefit) for income taxes and minority interest, for the years
      ended December 31, 1997 and December 31, 2000, and for the nine months ended September 30, 2001, the Company would have needed
      to generate additional income from operations before provision for income taxes and minority interest of $4,601,  $18,032, and
      $7,786 to cover its fixed charges of $37,489, $154,975 and $133,292, respectively.

EX-23.4

                                                                   Exhibit 23.4



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement  on Form S-3 and in the  registration
statement on Form S-3 (File No. 333-54030) of our report dated February 23, 2001
on the  consolidated  financial  statements  of Iron  Mountain  Incorporated,  a
Pennsylvania  corporation,  and its  subsidiaries,  as well as our report  dated
February  23,  2001  on the  supplemental  schedule,  Valuation  and  Qualifying
Accounts, included in its Annual Report on Form 10-K for the year ended December
31, 2000,  filed with the Securities  and Exchange  Commission on March 23, 2001
and to all references to our Firm included in this registration statement.




                                              /s/     Arthur Andersen LLP

Boston, Massachusetts
December 11, 2001

EX-23.5

                                                                    Exhibit 23.5



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement  on Form S-3 and in the  registration
statement on Form S-3 (File No. 333-54030) of our report dated February 22, 2000
on the consolidated  financial  statements of Iron Mountain  Incorporated (f/k/a
Pierce Leahy Corp.), a Pennsylvania corporation,  and its subsidiaries,  as well
as our report dated February 22, 2000 on the  supplemental  schedule,  Valuation
and Qualifying Accounts, included in its Annual Report on Form 10-K for the year
ended December 31, 1999,  filed with the  Securities and Exchange  Commission on
March 30, 2000 and to all  references to our Firm included in this  registration
statement.




                                                     /s/     Arthur Andersen LLP

Philadelphia, Pennsylvania
December 11, 2001

EX-23.6

                                                                 Exhibit 23.6






                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement  on Form S-3 and in the  registration
statement on Form S-3 (File No. 333-54030) of our report dated February 23, 2001
on Iron Mountain Europe  Limited's  (f/k/a  Britannia Data  Management  Limited)
consolidated financial statements, as well as our report dated February 23, 2001
on the supplemental  schedule,  Valuation and Qualifying  Accounts,  included in
Iron Mountain  Incorporated's,  a Pennsylvania corporation Annual Report on Form
10-K for the year  ended  December  31,  2000,  filed  with the  Securities  and
Exchange Commission on March 23, 2001 and to all references to our Firm included
in this registration statement.




/s/ RSM Robson Rhodes

Birmingham, England
December 11, 2001

EX-23.7

                                                                   Exhibit 23.7



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement  on Form S-3 and in the  registration
statement on Form S-3 (File No.  333-54030) of our report dated April 8, 1999 on
the  combined  financial  statements  of Data Base,  Inc.  and  Affiliate  as of
December 31, 1997 and 1998,  and for each of the three years in the period ended
December  31,  1998,  included  in  Iron  Mountain  Incorporated's  (a  Delaware
corporation)  Current  Report on Form 8-K filed with the Securities and Exchange
Commission  on April 16,  1999,  and to the  reference  to us under the  heading
"Experts" included in this registration statement.



/s/ Moss Adams LLP

Seattle, Washington
December 11, 2001

EX-23.8

                                                                  Exhibit 23.8





INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in this  Registration  Statement of
Iron Mountain Incorporated on Form S-3 and in the registration statement of Form
S-3 (File No.  333-54030)  of our report  dated March 24,  2000 on Data  Storage
Center,  Inc.'s  consolidated  financial  statements  included in Iron  Mountain
Incorporated's Current Report of Form 8-K filed with the Securities and Exchange
Commission  on May 15,  2000,  and to the  reference  to us  under  the  heading
"Experts" in the Prospectus, which is part of such Registration Statement.




/s/ Deloitte & Touche LLP

Jacksonville, Florida
December 11, 2001