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