<DOCUMENT>
<TYPE>EX-99.(R)(3)
<SEQUENCE>5
<FILENAME>dex99r3.txt
<DESCRIPTION>CODE OF ETHICS OF J.J.B. HILLIARD, W.L. LYONS, INC.
<TEXT>

<PAGE>

                                                                Exhibit (R)

J. J. B Hilliard, W. L. Lyons, Inc. is an affiliate of Black Rock. It has
adopted PNC Bank Corp.'s Code of Ethics


PNC Code of Ethics

Introduction

The PNC Bank Code of Ethics ("Code") conveys key information to assist you in
discharging your responsibilities on behalf of PNC Bank Corp. and its
subsidiaries ("PNC Bank" or "PNC") in an ethical and legally proper manner.

The PNC Code of Ethics (formerly known as the Guidelines for Corporate Conduct
at PNC Bank) is based on the principles that PNC Bank believes in:

        .  We conduct business with the highest ethical standards;

        .  We obey the law;

        .  We follow the policies and procedures of PNC Bank;

        .  We maintain confidentiality;

        .  We have a work environment that is fair and bias-free; and

        .  We are honest and trustworthy.

The Code applies to all employees and directors as well as to agents when acting
on behalf of PNC. Certain provisions of the Code also apply to others (such as
family members).

Supervisors and managers should help their staff understand and apply the above
principles and comply with the standards in the Code.

The conduct of each of us reflects on our organization and affects how we are
perceived. Whether inside or outside of work, your personal conduct should be an
asset to PNC Bank.

Use your good judgment, follow the standards set forth in the Code, and report
your concerns as provided in the Code. By doing so, we can ensure that PNC Bank
continues to stand for honesty, integrity and fairness.

Responsibilities and Standards of Conduct

1.00     RESPONSIBILITIES

As part of your responsibilities, you must:

        .  understand and comply with the Code, other PNC policies and
           procedures, and applicable laws and regulations;

        .  provide the required notifications and obtain the necessary approvals
           in accordance with the Code; and

        .  report any possible violations of the Code of which you are aware.
<PAGE>

You are not permitted to act in a way that violates the Code. Lines of business
or departments may have supplemental policies or procedures with which employees
also must comply.



1.01     Administration

The PNC Code of Ethics is administered by PNC's Director of Compliance or a
designee (referred to in the Code as "Director of Compliance"). A PNC Code of
Ethics Policy Committee ("Ethics Policy Committee") has been established to
determine policy issues relating to the Code, oversee resolution of major
ethical issues, and receive and review reports relating to the Code's
administration.


1.02     Notifications/Approvals

You should become familiar with the following situations in the Code that
require you to provide notification or obtain prior approval:

<TABLE>
<CAPTION>

<S>                                                                                     <C>
Situation                                                                               Code
                                                                                        Section
  Insider Trading                                                                        2.02
  Corporate Property                                                                     2.04
  Inventions                                                                             2.04
  Conflicts of Interest                                                                  2.05
  Gifts and Entertainment                                                                2.05.1
  Gifts to Public Officials                                                              2.05.2
  Inheritances; Fiduciary Compensation and Fees for Personal Services                    2.05.7
  Outside Activities                                                                     2.05.9
  Other Employment                                                                       2.05.9a
  Officer or Directorships                                                               2.05.9b/
                                                                                         Exhibit 7
                                                                                         2.05.10
  Public Office                                                                          2.05.11
  Expert Witnesses                                                                       2.07
  Antitrust                                                                              2.08
  Fair Competition                                                                       2.10
  Political Contributions
</TABLE>


You can provide notification or obtain approval either (i) by contacting the
Director of Compliance or (ii) through submission of the Code of Ethics
Notification/Approval Form ("Notification/Approval Form")to your supervisor and
market Human Resources ("HR") representative, as designated in the Code. A
sample of the Notification/Approval Form is attached as Exhibit 1; the form is
available from your Human Resources Department. If employees have any questions
regarding how to provide notification or obtain approval, they should contact
their market HR representative. Directors and agents should contact the Director
of Compliance regarding notifications or approvals, questions or any other
matters under the Code.



1.03     Reporting Procedures
<PAGE>

Reports of any possible violations of the Code, including dishonest or
fraudulent acts, or questions or concerns regarding matters covered by the Code,
should be made immediately to any of the following people:

        .  your supervisor;

        .  your market HR representative;

        .  the Security Services representative;

        .  the Director of Compliance; or

        .  the General Counsel.

You have been provided with several alternative people to whom you can report a
possible violation so that you can choose a person with whom you feel
comfortable. You may make an anonymous report if you wish.

Note: Any supervisor who receives a report of a possible violation should refer
it immediately to the market HR representative, the Security Services
representative, the Director of Compliance, or the General Counsel.

When you report a possible violation, you will be protected from any employment
discrimination, retaliation, or retribution for good faith reporting.


1.04    Key Contacts

Market HR representatives, the Security Services representative, the Director of
Compliance, the General Counsel and others referenced in the Code are Key
Contacts to assist you on Code matters for PNC Bank. Their telephone numbers can
be found in the Key Contacts and Reference Guide attached as an Addendum to the
Code or on the PNC intranet.


1.05    Exceptions/Questions

Exceptions to the Code and certain approvals will need to be made by the Ethics
Policy Committee. If you would like to ask for an exception or have a question
about any part of the Code, you should first discuss it with your supervisor and
your market HR representative who will process your request, or you may contact
the Director of Compliance. The Director of Compliance, as appropriate, will
present requests for exceptions or approvals to the Ethics Policy Committee.




1.06    Enforcement

If an employee violates the Code, PNC policies and procedures or any applicable
laws or regulations, the employee may be subject to disciplinary action, which
may include termination of employment. Violation of laws could also result in
legal proceedings and penalties, including, in some circumstances, criminal
penalties.
<PAGE>

        You are required to cooperate fully with investigations, audits,
        monitoring procedures, and other inquiries regarding Code matters,
        including requests to provide documentation. Refusal to comply may
        result in disciplinary action, which may include termination of
        employment.


        1.07  Written Acknowledgement

        When you are hired, and at certain times during your employment, you
        will be required to sign a written acknowledgment certifying that you
        have received, have read, understand, and will comply with the Code.
        Refusal to complete the acknowledgment may result in disciplinary
        action, which may include termination of employment.


2.00    STANDARDS OF CONDUCT

        The following are standards of conduct for some specific issues that may
        arise in our business. We may amend or change these standards from time
        to time.


2.01    Confidentiality

        Fundamental Principle
        Confidentiality is a fundamental principle in PNC Bank's business. You
        may deal with confidential, non-public information concerning PNC Bank,
        its clients, shareholders, employees and suppliers. You must protect all
        confidential information from unauthorized disclosure.

        Definitions
        The term "confidential information" includes, but is not limited to:

        .   PNC's business information, records, activities and plans;

        .   The identity, business information, records, activities and plans of
            clients and prospective clients;

        .   the identity of, or information relating to, merger and acquisition
            candidates;

        .   PNC's sources of supply, sales methods and sales proposals;

        .   PNC's computer programs, system documentation, special hardware,
            product hardware, software and technology developments;

        .   manuals, formulae, processes, methods, machines, compositions,
            ideas, improvements, inventions, or other confidential or
            proprietary information belonging to PNC or related to PNC's
            affairs;

        .   security information such as passwords, personal identification
            numbers (PIN's), and electronic keys;

        .   reports written to and by regulatory agencies; and

        .   any additional confidential information described in PNC's Insider
            Trading Policy (attached as Exhibit 2).
<PAGE>

Your Responsibilities
Your responsibilities with regard to confidential information are:

    []   You must not disclose confidential information to any person within
         PNC, unless that person has a need to know such information in
         connection with his or her employment responsibilities.

    []   You must not disclose confidential information to anyone outside of
         PNC, unless:

         .    such person is employed by an outside firm (i.e., a law,
              accounting or other firm) retained by PNC and that person needs to
              know the information in connection with the service to be provided
              by the firm to PNC;

         .    pursuant to proper legal process or regulation. (PNC's Legal
              Department has written guidelines for handling legal process. If
              you receive a request for confidential information, or subpoena or
              other legal process, you must immediately inform your supervisor
              who will contact the Legal Department.); or

         .    the individual or organization to which the information relates
              gives written consent, and release of the information is approved
              by the Legal Department.

    []   You must never use confidential information for personal financial gain
         or to compete with PNC.

    []   You must keep in a secure way all files, records, or inquiries
         regarding clients and employees, and other records that contain
         confidential information.

    []   You must keep all identification and access codes, security equipment,
         security programs, and security procedures confidential.

    []   You must avoid discussing confidential information in public places
         (for example, elevators, restaurants or at social events).

    []   You must avoid discussing confidential information on cellular or car
         phones.

    []   You must be sensitive to whether information is confidential when using
         E-mail, or facsimile machines.

    []   You must not disclose confidential information, whether it is in
         written form or in your memory, even after you leave your employment or
         position with PNC.

In addition, you must comply with all other PNC policies and procedures relating
to confidentiality, including those that have been adopted for your line of
business or department. All employees should also become familiar with and
follow the standards relating to confidentiality of information set forth in the
Information Security Policy Manual, available on the PNC Intranet and from
Information Security.




2.02     Insider Trading

         PNC has adopted an Insider Trading Policy which is attached as Exhibit
         2 to this Code. You should become familiar with the requirements of the
         Policy and must comply with its rules and standards.
<PAGE>

2.03     Clients' Property

         Fundamental Principle
         You must maintain the highest standards of honesty and integrity in
         handling clients' money and other property. You are not permitted to
         make unauthorized use of any client's money or property.


2.04     Corporate Property

         Fundamental Principle
         Corporate property may be used and removed from PNC premises only for
         business purposes, unless approved by your supervisor, or in accordance
         with policies adopted by the Board of Directors of PNC or a committee
         of the Board.

         Corporate property includes, but is not limited to:

            information;

            files;

            products;

            office supplies and furnishings;

            services;

            automobiles;

            technologies;

            concepts;

            client lists;

            policies and procedures manuals;

            computer and other equipment, such as facsimile machines;

            computer data bases, programs and software;

            data processing systems;

            voice mail;

            E-Mail; and

            any other electronic messaging systems or information about PNC's
            business.


Inspections
Corporate property and personal possessions that you may bring onto PNC premises
are subject to inspection.
<PAGE>

Inventions
If you invent something, make a discovery, improve something or write something
during your employment which is related to PNC's business or activities, you are
required to:

        .   disclose your work to your supervisor;

        .   assign any rights to the work to PNC, if appropriate; and

        .   assist PNC, either during or after your employment, in getting
            the use and benefits of the work, including anything necessary
            for PNC to get a patent or copyright or obtain other protection
            for the work.




2.05     Conflicts of Interest

         Fundamental Principle
         You owe PNC Bank and its clients undivided loyalty. You should not have
         an interest that conflicts with, or may reasonably appear to conflict
         with PNC Bank or its clients, unless approved as set forth in this
         Code.

         Definition
         A conflict of interest exists when:

        .   you engage in a personal activity or have a personal interest that
            may influence your decisions when acting for PNC or that may be at
            odds wiith PNC's interests; or

        .   you use your position with PNC or use PNC's confidential
            information to benefit yourself rather than PNC.

A conflict of interest may be based on your financial, business, family or other
personal relationships with clients, suppliers, competitors or others, or on
some other factor.

Appearance Of Conflict
The appearance of a conflict can be as damaging as an actual conflict and can
erode trust and confidence in PNC. When faced with a situation involving a
potential conflict of interest, you should ask yourself whether public
disclosure of the matter would embarrass PNC or lead an outside observer to
believe a conflict exists.

Disclosure Requirements
You must disclose in writing to your supervisor and your market HR
representative all known or potential conflicts of interest by submitting a
Notification/Approval Form. The Director of Compliance should be contacted on
how to handle a situation, if necessary.

Illustrations
Some illustrations of areas where potential conflicts of interests could occur
and PNC's policies are:




2.05.1   Gifts and Entertainment

Fundamental Principle
<PAGE>

You may not ask for or accept a gift or anything of value from anyone (before or
after a transaction is discussed or concluded or a business decision is made) if
you intend to be influenced or rewarded, or you believe the giver intends to
exert influence, in connection with any business decision or transaction
involving PNC. Where this is not the case, under certain circumstances, you may
accept gifts or something of value from someone doing or seeking to do business
with PNC. Examples of such circumstances are:

Permissible Gifts

        .  accepting a gift that is based on obvious family or personal
           relationships (such as between you and your parents, children, spouse
           or close friend) and it is clear that the gift is being accepted
           because of the relationship rather than any PNC business;

        .  letting someone else occasionally pay for meals, refreshments, travel
           arrangements, accommodations, or entertainment to discuss business or
           foster business relationships if the expense is of reasonable value.
           In general, such items are of "reasonable value" if they involve a
           level of expense that customarily would be reimbursed by PNC as a
           reasonable business expense if not paid for by the other party;

        .  accepting loans from other banks or financial institutions on normal
           terms to finance usual activities, such as home mortgage loans,
           except where prohibited by law;

        .  occasionally accepting advertising or promotional material having a
           value not in excess of $100, such as pens, pencils, note pads, key
           chains, calendars and similar items;

        .  accepting discounts or rebates on merchandise or services that is not
           more than those available to other clients;

        .  accepting gifts having a value not in excess of $100 that are related
           to commonly recognized events or occasions, such as a promotion, new
           job, wedding, retirement, holiday, birthday, or bar or bat mitzvah;
           and

        .  accepting civic, charitable, educational or religious organizational
           awards for recognition of service and accomplishment.

Disclosure Requirements
You must make every effort to refuse or return a gift or something of value that
goes beyond those permissible circumstances listed above. In the following
circumstances, you must promptly notify your supervisor and market HR
representative, or the Director of Compliance, to discuss how to handle the
situation:

        .  if you are offered a gift or something of value that goes beyond
           those permissible circumstances above and you cannot refuse or return
           it; or

        .  you have any doubts about whether it is permissible to accept a gift
           or something of value.

Only the Ethics Policy Committee can give approval to accept a gift or something
of value outside of the permissible circumstances listed above.

You can provide notification or obtain approval by submitting the Notification/
Approval Form to your supervisor and market HR representative, or you may
contact the Director of Compliance.

Giving Gifts
The above standards for accepting gifts also apply to giving gifts, except that
giving gifts to public officials is addressed separately in the next section.
<PAGE>

2.05.2   Gifts to Public Officials

Monetary Gifts Prohibited
You may not give a gift of money to a public official, except for legitimate
personal campaign contributions to candidates for public office. (Certain
employees must obtain prior written approval before making political
contributions. See Section 2.10)

Gifts Of Value To Influence Particular Acts Prohibited
You may not give anything of value (including, for example, gifts, meals,
recreation, entertainment, flowers, transportation, lodging or sporting event
tickets, which will be referred to in this section as "gifts") to a public
official for the purpose of influencing a particular act by the official or his
or her agency.

Limitations On Other Types Of Gifts
Limitations on giving items of value are discussed below with respect to
different types of public officials with whom PNC employees are likely to have
contact. These limitations, which should be interpreted as applying also to the
spouse or family members of the public official, do not apply to gifts based on
obvious family or close personal relationships.

Limitations for Different Types of Public Officials

        .   Federal Officials -- Gifts of over $20 in value may not be offered
            to officials in the executive branch of the federal government
            ("executive branch official"). For example, the value of an
            executive branch official's meal paid for by PNC may not be greater
            than $20. If all of the gifts to an executive branch official are
            added together in any calendar year, they may not be greater than
            $50. Any gift to an executive branch official must receive advance
            written approval from the Director of Compliance so that the $50
            limit can be monitored. Advance approval of each gift, regardless of
            amount, is important because gifts given by all PNC officers to one
            executive branch official will be aggregated.

            Members of Congress and Congressional staff are subject to
            restrictions on gifts they may accept. Any gift to a member of
            Congress or to Congressional staff members must receive advance
            written approval from the Director of Compliance.

        .   Pennsylvania State Officials -- Gifts of more than nominal value may
            not be offered to officials in the executive branch of Pennsylvania
            government. Although nominal value does not have a specific dollar
            limit, you should be guided by the principles set forth in Section
            2.05.1 above concerning PNC employees' receipt of gifts. Any gift to
            a Pennsylvania State official must receive advance written approval
            from the Director of Compliance so that reporting requirements
            imposed by the Lobbying Disclosure Act may be satisfied.

        .   Pennsylvania County Officials -- In counties in which PNC employees
            are likely to have significant activity, the rules for Pennsylvania
            state officials apply, except as follows. In Erie County, all
            gifts -D even of nominal value -D are prohibited. In Philadelphia
            County, the aggregate value of gifts may not exceed $100 annually.
            However, in Philadelphia County, gifts of food and beverage consumed
            at an event or meeting at which the official is attending are not
            restricted as to dollar amount and do not count against the
            aggregate annual limit.

        .   Kentucky State and Jefferson County Officials -- Gifts, even of
            nominal value, may not be given to Kentucky state officials. Gifts
            to Jefferson County officials are prohibited if they are
<PAGE>

            based on an understanding that they are given for the purpose of
            influencing the officer, directly or indirectly, in the discharge of
            his/her official duties.

        .   Ohio State and County Officials -- Gifts of more than $20 in value
            may not be offered to Ohio state or county officials. Gifts of $20
            or less in value (for example, business lunches) may not be offered
            on a regular basis.

        .   Delaware State and New Castle County Officials -- Gifts of more than
            nominal value may not be offered to officials in the executive
            branch of Delaware government. Although nominal value does not have
            a specific dollar limit, you should be guided by the principles set
            forth in Section 2.05.1 above concerning PNC employees' receipt of
            gifts.

        .   Massachusetts State and County Officials -- Gifts of $50 or more may
            not be offered to Massachusetts state, county or municipal
            officials. Gifts of less than $50 in value (for example, business
            lunches) may not be offered on a regular basis or in a pattern.

        .   New Jersey State Officials -- Gifts, even of nominal value, may not
            be given to officials in the executive branch of New Jersey
            government.

        .   Indiana State Officials -- Gifts of more than $25 in value may not
            be offered to officials in the executive branch of Indiana
            government; in certain cases, the official may be required to obtain
            written approval from a designated state official before accepting
            the gift.

In preparing this section, the laws and regulations of only the states and
counties which are referred to above were reviewed. Check with the Director of
Compliance before offering gifts to other public officials.

The restrictions discussed above apply to gifts given to public officials
directly or indirectly (for example, through another person).

Questions
If you have doubts about whether a gift to a public official is allowed under
the Code, you should either not give the gift or you should contact the Director
of Compliance for an interpretation or to obtain approval from the Ethics Policy
Committee.




2.05.3   Borrowing from Clients or Suppliers/Lending

Fundamental Principle
Employees cannot accept a loan from clients, suppliers or any other business
contact of PNC unless the client, supplier or business contact is an immediate
family member, or:

        .   the loan is given by those who lend money in the usual course of
            their business; and

        .   then only in accordance with the law and on terms offered to
            others who have similar credit standing, without special
            arrangements on interest rates, security, repayment terms and
            other conditions.

Additional Restrictions
Employees must not lend personal funds to, or cosign, endorse, or guarantee, or
otherwise assume responsibility for the borrowing of any client, supplier or any
other business contact of PNC unless the client, supplier or business contact is
an immediate family member.
<PAGE>

2.05.4   Self-Dealing

Self-dealing means using your employment or position for personal gain. Whether
you are acting individually, through a business, or in a fiduciary capacity (a
position of trust for another person), you are prohibited from self-dealing.

Prohibitions

        .   You may not accept from someone either doing business or trying to
            do business with PNC a business opportunity that is not available to
            other people on similar terms, or that is made available to you
            because of your position with PNC.

        .   You may not take for yourself a business opportunity that belongs to
            PNC Bank. An opportunity belongs to PNC when the company has pursued
            the opportunity, it has been offered to PNC, it is the kind of
            business PNC competes in, PNC has funded it, or PNC has devoted
            time, facilities, personnel, or other corporate resources to develop
            it.





2.05.5   Sales/Purchases of Property Services to/from Employees

You may not purchase property or services from PNC other than products or
services offered:

        .   to the general public; and

        .   on terms that are available to all employees or similarly
            situated clients.

Further, you may not sell any property or services to PNC.





2.05.6   Dealing with Suppliers

Merit Based Awards
Awards of orders, contracts and commitments for goods and services should always
be made in the best interests of PNC. In your dealings with suppliers, you may
not request or accept any kick-backs or other inducements.


2.05.7   Inheritances; Fiduciary Compensation and Fees for Personal Services

Fundamental Principle
Neither you nor any member of your immediate family may accept any inheritance
from any PNC client or the immediate family of any PNC client, unless the person
giving you the inheritance is your relative or a relative of someone in your
immediate family (through blood, marriage or adoption).

Application of Rule
<PAGE>

This rule applies only if the relationship between the client and you or your
immediate family was established through your employment or position with PNC.

Prohibited Appointments
Also, neither you nor any member of your immediate family may accept appointment
as:

        .   executor;

        .   administrator;

        .   personal representative;

        .   attorney-in-fact;

        .   guardian;

        .   custodian under any Uniform Transfer or Gifts to Minors Act; or

        .   Trustee

for any PNC client or the immediate family of any PNC client if the relationship
between that person and you or your immediate family was established through
your employment or position with PNC and you are to be compensated for the
appointment through payment of fees or otherwise.

If the appointment is to be uncompensated, you must receive prior approval from
the Ethics Policy Committee. You should contact the Director of Compliance to
obtain approval.

Client Relations
If you have advance knowledge of any inheritance or appointment that may violate
this rule, you must try to discourage the client from making the gift or
appointment. You must also notify the Director of Compliance.





2.05.8   Use of Position or Authority

Fundamental Principles
You may not act on behalf of PNC in any transaction involving a member of your
immediate family or in any situation where you or a member of your immediate
family has a personal or financial interest. You also may not act on behalf of
PNC in connection with an organization with which you or a member of your
immediate family is associated or has a personal or financial interest.

Note: This section does not apply to your actions related to publicly held PNC
subsidiaries in which you own stock where your acquisition of the stock was
approved by the Ethics Policy Committee or PNC's Board of Directors and you
comply with the Stock Ownership Policy adopted by the Ethics Policy Committee
which is attached to this policy as exhibit #6.





2.05.9   Outside Activities
<PAGE>

Limits on Outside Activities
PNC encourages employees to participate in charitable or community activities
outside of the company. These activities must not interfere with your ability to
meet your employment responsibilities nor cause harm to PNC's reputation in the
community or business interests.

Some typical examples of outside activities are described below:

A.       Other Employment

         Restrictions on Outside Employment/Positions
         You may not have any outside employment with a competitor or hold a
         position with a competitor while an employee of PNC. Nor may you be
         self-employed in competition with PNC.

         In addition, you may not engage in any outside employment (including
         self-employment) or hold any position which PNC determines may
         interfere with your PNC employment responsibilities. PNC may also
         determine that you are legally prohibited from or restricted in such
         outside employment while an employee of PNC, such as in the securities
         industry. You should be aware of your department's supplemental
         policies and procedures in this regard, if any.


         Notification/Approval
         All outside employment (including self-employment) for PNC employees
         must be approved in advance and in writing by submitting the
         Notification/Approval form to your supervisor and your market HR
         representative.

         In some instances where approval to engage in outside employment has
         been given, it may be necessary to revisit the issue. In particular,
         where PNC determines that the outside activity is interfering with your
         PNC responsibilities, or where PNC determines that the outside activity
         or position is in competition with PNC, authorization to continue such
         outside employment or in such position may be withdrawn.

B.       Officer or Directorships
         Importance to PNC
         PNC has adopted a Policy for Employees Holding Director and Officer
         Positions in Outside Profit and Non-Profit Organizations which is
         attached as Exhibit #7 to the Code. You must become familiar and comply
         with this Policy.






2.05.10  Public Office

Guidelines
PNC has adopted a Public Office Policy which is attached as Exhibit #8 to this
Code. You must become familiar and comply with this Policy.

Except for lobbyists and other officers authorized to act on behalf of PNC,
employees participating in political activities do so as individuals and not at
the request of or as representatives of PNC.
<PAGE>

2.05.11  Expert Witnesses

Handling Request To Serve
You may be asked to serve as an expert witness or to provide technical
assistance in litigation or other proceedings not involving PNC. These
activities generally take a lot of time and may be in conflict with PNC's
policies and practices or with positions PNC has taken in other lawsuits. For
these reasons, if you are asked to serve as an expert witness or provide
technical assistance for a party other than PNC, you must receive advance
written approval. You should submit the Notification/Approval Form to your
supervisor and market HR representative to request such approval.




2.05.12  Insider Lending

Regulatory Requirements
No PNC bank, under the requirements of Regulation O, may extend credit on
preferential terms to:

        .   any of PNC's directors or executive officers; or

        .   any related interest of these individuals.

Reviewing Regulation O Policy
PNC has adopted a Regulation O Policy to implement the provisions of the
regulation in all PNC markets. You should contact your Compliance Department
representative to obtain a copy of the policy if applicable to your line of
business or department.





2.05.13  Interest on Deposits of Directors, Officers, Attorneys and Employees

Fundamental Principle
PNC Banks are not permitted to pay any of their directors, officers, attorneys
or employees a greater rate of interest on their deposits than that paid to
other depositors on similar deposits with such bank.





2.05.14  Sales/Purchases of Property and Services to/from Non-Officer Directors

Unless pre-approved by a majority of disinterested members of the Board of
Directors of PNC Bank Corp. or the appropriate subsidiary PNC Bank, non- officer
directors and their firms may not:

        .   purchase property or services from PNC unless such property or
            services are offered in the regular course of PNC's business, and on
            terms not more favorable to the director or his or her firm than
            those offered to other similarly situated clients who are not
            directors; or
<PAGE>

        .   sell any property or services to PNC other than property or services
            that are sold in the regular course of the director's (or firm's)
            business and are sold upon terms not less favorable to PNC than
            those offered to similarly situated clients of the director (or
            firm).





2.06     Discrimination,  Bias and Harassment


         2.06.1   Equal Employment Opportunity Policy

         It is the policy of PNC affirmatively to implement equal opportunity
         for all qualified applicants and existing employees without regard to
         race, religion, color, national origin, sex, age (over 40), disability,
         status as a Vietnam-era veteran or any other basis which would be in
         violation of any applicable ordinance or law. All personnel actions,
         including recruitment, selection, hiring, training, transfer,
         promotion, termination, compensation and benefits conform to this
         policy.

         A copy of the full Equal Employment Opportunity (EEO) policy may be
         obtained from your market HR representative.

         What To Do
         If you believe you have been denied equal employment opportunity
         because of discrimination, bias or harassment, you should report it to
         your supervisor or market HR representative or you may contact the
         Director of Compliance or the General Counsel. You will be protected
         from any employment discrimination, retaliation or retribution for good
         faith reporting.





         2.06.2   Bias and Harassment

         You are entitled to a work environment free of racial, sexual, ethnic,
         and religious bias and harassment. Racial, sexual, ethnic or religious
         jokes or comments are subject to individual interpretation and may be
         offensive to some employees. Intimidation, coercion and threats, or
         actions leading to bodily harm are also unacceptable.





         2.06.3   Sexual Harassment

         Definition
         Sexual harassment is any unwelcome conduct of a sexual nature that is
         sufficiently severe or pervasive so as to unreasonably interfere with
         an individual's work performance or create an intimidating, hostile or
         offensive working environment.

         Forms Of Sexual Harassment
         Sexual harassment can take various forms, including:
<PAGE>

      .  verbal (for example, sexual innuendo, sexual propositions, threats,
         suggestive or insulting comments or sounds and jokes of a sexual
         nature);

      .  non-verbal (sexually suggestive pictures or objects, graphic
         commentaries and obscene gestures); and

      .  physical (unwelcome physical contact).

Criteria Of Sexual Harassment
Any one or a combination of three basic criteria determines whether conduct is
sexual harassment:

      .  If you are required to submit to the conduct as either an express or
         implied qualification for a job or a requirement of your employment
         relationship;

      .  If submission to, or rejection of, the conduct is used as a basis for
         employment decisions affecting you; or

      .  If the conduct has the purpose or effect of unreasonably interfering
         with your work performance, or creating an intimidating, hostile or
         offensive working environment.

Compliance Requirement
Sexual harassment by a manager/supervisor, or other employee, or client,
supplier or visitor will not be tolerated within PNC. All employees must comply
with this policy and take appropriate measures to ensure that sexual harassment
does not occur.


What To Do
If you are confronted with actions that may be sexual harassment, you should
report it to your supervisor or your market HR representative, or you may
contact the Director of Compliance or the General Counsel.





2.07     Antitrust

What are the Antitrust Laws?
You must obey the antitrust laws. The antitrust laws, which contain criminal and
civil penalties, prohibit unfair methods of competition and agreements that
restrain the way companies compete. The antitrust laws are most often enforced
against agreements between separate businesses (for example, agreements between
PNC and other companies) that limit competition. These agreements need not be in
writing to raise a concern.

As a general matter, all of PNC strategies and other decisions should be made
independently, without consultation with PNC's competitors. You may not enter
into any of the following three types of arrangements or agreements:

Types of Arrangements

      .  Price-Fixing Agreements are agreements with competitors about the
         prices, terms, or conditions to be charged clients. To avoid even an
         allegation of price fixing, you should not discuss our prices, terms or
         conditions with a competitor, except as noted below.
<PAGE>

     Note: Where we are openly working jointly with our competitors to provide a
     loan or other product or service to a client (for example, loan
     syndications), agreements with such competitors on the price to be charged
     to the client generally do not constitute price fixing. You should only
     enter into such agreements if we have legitimate business reasons for
     working jointly with our competitors rather than providing the product or
     service on our own (for example, in loan syndications, because of undue
     credit risk to PNC).

 .    Group Boycott Agreements are agreements among two or more companies to
     "boycott" or otherwise not do business with another company.

 .    Market, Client, Territory or Location Allocation Agreements Among
     Competitors are agreements with competitors not to compete in a particular
     line of business or product, not to "poach" competitors' clients, or not to
     compete in a particular geographic area.

Because the following arrangements may raise antitrust concerns under certain
circumstances, you should consult with the General Counsel before entering into
any of them:

 .    Tying Arrangements arise when a seller has a product or service buyers
     need, and requires buyers of that product or service to purchase a second
     product or service from the seller.

         .    Banking laws also prohibit certain ties. PNC Bank has adopted a
              Policy Statement on Product Tying Restrictions that you can obtain
              from your Compliance Department representative.

              Note: Most tying arrangements that are long established in banking
              (such as compensating balances) that facilitate reasonable
              arrangements intended to assure the soundness of credit do not
              pose a problem under either the banking or antitrust laws.


         .    Predatory pricing is pricing at an unfairly low price for the
              purpose of driving all competitors out of the marketplace to reap
              the benefits of higher prices after the competitors are gone.

         .    Exclusive Dealing involves agreements to do business with one
              supplier or client that preclude PNC from doing business with
              other suppliers or clients. You should consult with the Director
              of Compliance if PNC's purchases or sales account for a
              substantial portion of the market for the product or service being
              purchased or sold.

         .    Reciprocity involves a company conditioning the purchase of
              products or services from suppliers on those suppliers' purchases
              of services from the company.

Other Instances in Which You Should Consult With The General Counsel You should
always consult the General Counsel:

         .    before a PNC unit that you manage merges with or acquires another
              company (including a division of another company or substantial
              assets of another company outside of the ordinary course of
              business); or

         .    if you believe that any activity that may be undertaken by PNC
              could be viewed as restraining fair or open competition, or if you
              have any questions about whether any such activities may fall
              within any of the categories of conduct described above.
<PAGE>

2.08     Fair Competition

Fundamental Principle
PNC Bank expects you to engage in vigorous, but fair competition with our
competitors. Unfair ways to compete are not permitted. For example, you must
never direct or encourage any applicant or new employee to violate any
contractual or legal obligations to a former employer, such as a responsibility
to protect confidential business information, technical information or trade
secrets.

Requirements
Also, you are required to notify your supervisor and market HR representative by
submitting a Notification/Approval Form if you have any obligations that may
interfere with your ability to perform your job duties at PNC Bank. These
obligations may include an agreement with a former employer, business partner or
other person or entity that says:

        .    you may not compete with them for a certain time or in a specific
             location;

        .    you may not ask their employees if they are interested in working
             for PNC;

        .    you may not ask their clients to do business with PNC;

        .    you may not take work-related inventions, developments, or writings
             to use at another business or place of employment;

        .    you may be limited in your use of trade secrets, business
             information, materials, training or techniques that you learned
             there; or

        .    you may have to notify them of any new employment or business
             venture.



2.09     Personal Responsibilities of Employees


         2.09.1   Drug Abuse

         Drug-Free Workplace
         PNC Bank is committed to promoting and maintaining a drug-free
         workplace. The illegal use of drugs interferes with effective and safe
         job performance. For this reason, PNC Bank has adopted a Drug Abuse
         Policy to prohibit employees from illegally using, possessing,
         distributing, or manufacturing drugs, or being under the illegal
         influence of drugs, while working or while on PNC property.

         Consequence of violation Employees who violate the Drug Abuse Policy
         (including the refusal to take a drug screening test) will be subject
         to disciplinary action.

         A summary of the Drug Abuse Policy is attached as Exhibit 3. PNC's Drug
         Abuse Policy is available from your market HR representative.





         2.09.2   Alcohol Abuse
<PAGE>

         Fundamental Principle
         The use of alcohol can have wide-ranging effects in the workplace,
         including declining job performance and diminished safety of co-workers
         and clients. For this reason, PNC prohibits any use of alcohol that may
         affect your fitness for work, the safety of co-workers or the public,
         your job performance or any operation of PNC.


         2.09.3   Personal Finances

         Employee Responsibilities
         Because one of the primary functions of PNC Bank is the efficient and
         effective management of money, you must demonstrate trustworthiness and
         financial responsibility. You are expected to maintain your personal
         account relationships and financial affairs in the same responsible
         manner that is expected of clients and to manage debts in relation to
         income and net worth. Abuse of employee checking accounts, credit cards
         or loans obtained through PNC Bank is not in the best interest of PNC
         Bank and may result in revocation of these privileges.

         In addition, you must use your expense account in accordance with the
         guidelines set forth in the Employee Expense Reimbursement Guide,
         available from your market HR representative, as well as the standards
         set forth in the Code.




         2.09.4   Solicitation

         Fundamental Principle
         You are prohibited from soliciting other employees on behalf of any
         cause or organization during working time (that is, when the soliciting
         employee or the receiving employee is required to be performing work
         duties) or in client areas. Examples of prohibited solicitation include
         raffles, lotteries or memberships. You are also prohibited from
         distributing advertising materials, handbills, literature or other
         materials which are not prepared, supplied or approved by PNC, on PNC
         premises during working time or in any work area or any area where
         clients are routinely present to transact any business with PNC.

         It will not be a violation of this policy, however, if the solicitation
         or distribution is part of a campaign officially approved or sponsored
         by PNC, such as United Way.

         Non-employees of PNC are prohibited from soliciting or distributing
         literature on behalf of any cause or organization at any time on any of
         PNC's premises.





         2.10     Political Contributions

         Prohibitions
         PNC cannot make direct or indirect contributions to political
         candidates or office holders.

         You should abide by the following:
<PAGE>

        .     no payment or thing of value may be made or given by or on behalf
              of PNC to any political party, candidate for public office in
              relation to his or her candidacy, or to any committee or group
              formed to support a party or candidate.

        .     PNC will not reimburse you for personal political contributions.

        .     you may not use PNC facilities or equipment in connection with any
              federal, state, or local election.

        .     you may not participate in political activities during your
              working hours or on PNC property. For example, branch offices may
              not be used by candidates running for election for fund raisers or
              other activities related to running for office.

        .     if you are a foreign national, you may not make a contribution in
              connection with any election (federal, state or local) or make a
              contribution to a PNC-affiliated political action committee. This
              prohibition does not apply to U.S. citizens living outside the
              United States. If you are not a U.S. citizen and if you have not
              been lawfully admitted for permanent residence in the United
              States, you should not make any political contributions, directly
              or indirectly, without first checking with the Director of
              Compliance.

Permitted Activities
Except as prohibited by Rule G-37 of the Municipal Securities Rulemaking Board
("MSRB") and other related policies of PNC discussed below, the following
activities are permissible:

        .     you may use your own funds to make contributions to political
              parties, candidates, or political action committees;

        .     you may participate in volunteer political activities during non-
              working time and away from PNC premises, as long as you do not use
              any PNC resources in connection with your activities; and

        .     PNC may make its facilities available to an affiliated political
              action committee ("PAC") for PAC-related functions, including
              speeches by political candidates. In addition, PNC may absorb
              administrative or other expenses incurred by an affiliated PAC.

Additional Rules For Certain Employees
Employees of PNC Securities Corp, PNC Brokerage Corp, and certain other PNC
employees associated with municipal securities or municipal finance, are subject
to the following rules by MSRB Rule G-37 and PNC policies:

        .     you may not make contributions to PACs affiliated with PNC or PACs
              controlled by any municipal finance professional.

        .     you may not participate in the management of any PACs affiliated
              with PNC.

        .     you must obtain prior written approval for any political
              contributions to candidates or PACs. Contact your Compliance
              Department or consult the PNC policy implementing Rule G-37 for
              more information on obtaining approval.

        .     you must limit any contributions to $250 per election and per
              candidate, and you may only make contributions to candidates for
              whom you are eligible to vote.

        .     you may not make any direct or indirect political contribution for
              the purpose of influencing the award of municipal securities
              business to PNC.
<PAGE>

A copy of the PNC policy implementing MSRB Rule G-37 is located in the PNC
Securities Corp and PNC Brokerage Corp Compliance Manuals.





2.11     Lobbying

Specific laws apply to lobbying activities undertaken on behalf of PNC. You may
obtain a summary of these laws and a copy of PNC's lobbying policy from the
Director of Compliance.


2.12     Other Matters

Crimes, Suspected Crimes, and Dishonest Acts Reporting Requirements
PNC Bank must file information with law enforcement agencies under certain
circumstances when criminal acts involving PNC Bank have occurred or are
suspected. If you have knowledge of a mysterious disappearance or loss or an
unexplained shortage, or know or suspect that any criminal, dishonest, or
fraudulent act has occurred that may affect PNC, its employees, officers or
clients, you should immediately use any of the Reporting Procedures set forth in
Section 1.03 of the Code.

Fidelity Bond Coverage
PNC holds a fidelity bond that covers all employees of PNC. The bond coverage
for any employee may end as soon as PNC learns of any dishonest or fraudulent
act that was or may have been committed by the employee at any time, whether or
not the act was committed while in PNC's employment.

Bonding Requirement
If an employee does not meet the standard for bonding, employment usually must
be terminated. To comply with the bonding requirements and other requirements
imposed by law, PNC reserves the right to investigate the personal history of
any applicant or employee, including any law enforcement records.

Convictions Involving Dishonesty or Breach of Trust Any person who at any time:

        .    has been convicted of or plead guilty to any criminal offense
             involving dishonesty or breach of trust or money laundering; or

        .    has agreed to enter into a pretrial diversion or similar program in
             connection with a prosecution for such an offense is prohibited
             from participating, directly or indirectly, in any manner in the
             conduct of the affairs of any PNC bank without prior written
             consent from the appropriate regulatory agency.

Consequences Of Violation
If any employee or officer of a PNC Bank is convicted of or pleads guilty to
such an offense or enters into a pretrial diversion or similar program to avoid
such a conviction, employment will be terminated in the absence of consent from
the appropriate regulatory agency.




2.13     Media Inquiries

Media Inquiries
<PAGE>

You may be contacted by the media for information concerning PNC's position on
various matters. You must always direct these inquiries to the Public Relations
Department.

Prohibitions
You also may not give information to the media about PNC activities, the
activities of other employees, PNC clients or suppliers without the consent of
the Public Relations Department. PNC (through the Public Relations Department)
will speak out on issues of importance to PNC when appropriate. PNC will not,
nor should you, without the consent of the Public Relations Department, identify
clients or provide client information or do the following:

        .   comment on actions of any other company, entity or person;

        .   comment on issues that are in litigation or under governmental
            review;

        .   discuss financial projections;

        .   discuss plans, programs, products, or operations that have not
            been announced publicly;

        .   provide testimonials or endorsements; or

        .   describe the content of regulatory examination reports.




2.14     Recordkeeping Policy

PNC maintains a record retention policy in accordance with legal, regulatory,
and appropriate business requirements.

Prohibitions
You may not dispose of or destroy any records that document or record the
business of PNC, except in accordance with PNC's record retention policy.


If there is threatened or pending litigation, an administrative charge, a
subpoena or other legal process, or if a government audit or review is in
process, you must not dispose of or destroy any relevant records.

Intentional destruction of records to avoid disclosure is prohibited.

Questions
If you have questions about record retention, ask your supervisor. Supervisors
may direct their questions to the Corporate Records Retention Coordinator.





2.15     Accounting Practices/Foreign Corrupt Practices Act

Requirements
PNC has established internal accounting controls and recordkeeping policies to
meet legal and business requirements, including the following:
<PAGE>

        .    all business transactions and payments will be recorded accurately
             in supporting records;

        .    no unrecorded fund or asset of PNC will be established or
             maintained for any reason;

        .    the use or transfer of PNC funds for any purpose that would be in
             violation of any law or regulation or that would be improper is
             prohibited; and

        .    the accounting records of PNC, and any public record, must be
             complete, accurate, and in reasonable detail, and no false,
             artificial, or misleading entries will be made for any reason.

Foreign Corrupt Practices Act of 1977
Any dealings that you may have with an official of a foreign government, a
foreign political party or party official, or candidate for foreign political
office, must comply with the requirements of the Foreign Corrupt Practices Act
of 1977, as amended. The Act also applies to officials of public international
organizations.

        .    This law requires the use of proper accounting procedures.

        .    You are prohibited from giving or promising anything of value to
             such foreign officials for the purpose of influencing any act or
             decision of the official in his/her official capacity, or to obtain
             or retain business, or direct business to, any person. Violations
             may result in criminal penalties.

All laws of the applicable foreign country must be obeyed.




2.16     Bank Secrecy/Money Laundering Control Act

Policy
It is the policy of PNC Bank to have an effective Bank Secrecy Act (BSA) and
anti-money laundering program. You are responsible for knowing and carrying out
your responsibilities under the company's BSA polices and procedures. In
particular, you must be aware of your responsibility regarding:

        .    requirements to report cash transactions on Currency Transaction
             Reports (CTRs);

        .    the company's systems and procedures to avoid being used by persons
             who are laundering money through the bank from drug activities and
             other illegal activities;

        .    "Know Your Customer" procedures; and

        .    the procedures to identify a client's suspicious activities and
             transactions and to report such matters to Security Services.

Your market's BSA Compliance Officer should be contacted regarding any BSA
questions or concerns.



2.17     Community Reinvestment Act/Fair Lending

Policy
It is the policy of PNC to respond to the credit needs of the communities in
which it has facilities, including those of low and moderate income
neighbor-hoods. In addition, each PNC Bank is expected to devote human and
financial resources, consistent with safe and sound banking practices, to the
solution of community problems.
<PAGE>

It is the policy of PNC Bank to conduct its business in accordance with fair
lending laws. It is your responsibility to treat all clients fairly.

A copy of the Corporate Community Reinvestment Act (CRA) and Fair Lending
Compliance Statements may be obtained from your Compliance Department
representative or market CRA Officer.



2.18     Safety, Health and Environment

Compliance Requirement
You must comply with safety and health requirements governed by federal, state,
and local laws. You have a responsibility:

   .     to follow safe operating procedures;

   .     to promote your own and your co-workers' health; and

   .     to encourage regard for the environment among fellow employees and in
         the community.

Firearms Prohibition
You are not permitted to possess firearms or other dangerous weapons on PNC
premises, in PNC-owned vehicles or on work time, unless this is required as part
of your job.

How To Report
Reports of any actual or potential safety, health, or environmental problems
should be reported using the Reporting Procedures set forth in Section 1.03 of
the Code.

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

This Code reflects principles PNC intends to abide by. It is not necessarily a
statement of the law and in many instances may go beyond what the law and
industry practice require. This Code is not intended to result in the imposition
of legal liability on PNC, or on any employee or any person who becomes subject
to provisions of the Code, if such liability would not exist under law or
regulations in the absence of the Code.

You are responsible for complying with the Code. This Code, however, does not,
nor should it be construed to, imply an employment contract between you and PNC.


Exhibit 1: Forms

Copy of the Notification/Approval Form


Exhibit 2: Insider Trading

SUMMARY OF REQUIREMENTS

This chart summarizes certain rules described in PNC Financial Services Group,
Inc.'s Insider Trading Policy (the "Policy"). It is intended to be used as a
reference to help you in your compliance with the Policy. However, you should
not use this summary in place of the Policy because, in addition to
<PAGE>

containing more detailed information on the rules summarized below, the Policy
contains other rules and standards on topics that are not included in the
summary. The Policy also applies to the following members of your immediate
family: your spouse, minor children, older children who live in your household
or who rely primarily on you for financial support, and any other relatives (by
blood, marriage, or otherwise) living in your household. You are responsible for
these family members' compliance with the Policy, and you must seek approval of
and report their personal securities transactions in accordance with this Policy
as if such transactions were for your own account.


--------------------------------------------------------------------------------
Securities Transactions Restrictions for All Employees, Directors and Family
Members:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 .    If you are aware of material, non-public information concerning any issuer
     or its securities, including but not limited to PNC, you are prohibited
     from buying, selling, or recommending securities of that issuer. Nor may
     you disclose such information to others except as set forth in this Policy.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 .        You are prohibited from conducting the following activities regarding
         PNC securities:

         []   transactions in any derivative of a PNC security, including but
              not limited to puts, calls, and options (other than stock options
              granted by PNC), subject to certain exceptions for employees who
              received PNC securities in connection with an acquisition day
              trading (buying and selling the same security during one calendar
              day)

         []   short selling (selling the securities at a specified price and on
              a specified date without owning the securities on the trade date)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Pre-Clearance Approval/Reporting Requirements for Restricted Employees and Their
Family Members:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 .    Restricted Employees include members of the senior officer committee (as of
     the date of this Policy, the Marketing Committee), Section 16 officers,
     designated employees of Mergers and Acquisitions, and other employees
     designated by the Director of Corporate Compliance.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 .    If you are a Restricted Employee, you must obtain the approval of the
     Corporate Secretary or designate before buying or selling PNC securities
     (including securities issued by PNC affiliates that are publicly traded),
     changing elections or making intra-plan transfers involving PNC securities
     or phantom shares, using PNC securities to secure a loan (including a
     margin account), or making a gift of PNC securities. Subject to certain
     exceptions, before buying or selling any publicly traded security other
     than securities issued by PNC or a PNC affiliate you must pre-clear through
     the Insider Transaction Authorization System. You also must provide to
     Corporate Compliance periodic statements at least quarterly of purchases or
     sales of any publicly traded securities.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Pre-Clearance Approval/Reporting Requirements for Outside Directors and Their
Family Members:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 .    Members of the Boards of Directors of PNC and PNC Bank, National
     Association must obtain the approval of the Corporate Secretary or
     designate before buying or selling PNC securities (including securities
     issued by PNC affiliates that are publicly traded), using PNC securities to
     secure a loan (including a margin account), making a gift of PNC
     securities, or reallocating investments within the Directors Deferred
     Compensation Plan. You must also have your broker(s) send duplicate copies
     of confirmations of all your purchases and sales of PNC securities
     (including securities issued by PNC affiliates) to the Corporate Secretary,
     and report to the Corporate Secretary within 7 calendar days any trade in
     PNC securities that was made other than through a broker.
--------------------------------------------------------------------------------
<PAGE>

--------------------------------------------------------------------------------
Other Pre-Clearance Approval/Reporting Requirements:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 .    As a supplement to this Policy, there are special policies and procedures
     on personal securities transactions that are applicable to certain business
     units within PNC. Employees of these business units are subject to
     additional requirements as set forth in the special policies for their
     business unit, which may include pre-clearance and/or reporting
     requirements. You will be informed if you are in a business unit that has
     special policies applicable to you.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Securities of Clients
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 .    Employees of "Designated Units" are prohibited from purchasing or selling
     client securities. You will be informed if you are in a Designated Unit.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Securities of Affiliates:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 .    Certain PNC employees may be subject to different or additional
     restrictions with respect to their transactions in securities issued by PNC
     affiliates that are publicly traded companies. You will be informed of any
     such restrictions if they are applicable to you.
--------------------------------------------------------------------------------




PNC INSIDER TRADING POLICY

Introduction

The purpose of this Insider Trading Policy ("Policy") is to further compliance
by PNC Financial Services Group, Inc. ("PNC") and its subsidiaries, employees,
and directors with the federal securities laws and regulations. The Policy is
designed not only to protect us from civil or criminal liability under these
laws, but also to protect our reputation for integrity.

The Code of Ethics contains additional standards with respect to confidential
information, and should be read in conjunction with this Policy. Further, your
business unit may impose additional requirements. You may also be subject to
Office of the Comptroller of the Currency requirements for fiduciary activities,
Securities and Exchange Commission requirements, and other requirements of
various self-regulatory organizations.

Certain of the following standards and rules are, of necessity, general in
nature. In practice, there may be situations that warrant exceptions or
interpretations that must be approved by the General Counsel's office of PNC
("General Counsel").

If you have questions regarding the Policy, you should contact the Director of
Corporate Compliance or the General Counsel. Further, if you suspect a violation
of this Policy, you should contact the Director of Corporate Compliance or the
General Counsel, or use any of the reporting procedures set forth in the PNC
Code of Ethics.

You are required to be familiar with and abide by this Policy. You must read it
carefully and retain it. New employees will be required to certify in writing
that they understand and will comply with the Policy. From time to time
employees may also be asked to re-certify in writing that they have followed the
Policy.

References to "PNC" apply to PNC Financial Services Group, Inc. and all
organizations directly or indirectly under its control. References to an
"affiliate" apply to the organization under the control of PNC with which an
employee or director is associated.
<PAGE>

What is "Insider Trading"?

"Insider trading" generally involves the purchase or sale of securities while
aware of material, non-public information ("inside information"). A person who
communicates inside information (a "tipper") to another person (a "tippee") may
also be liable if the tippee purchases or sells a security while aware of such
information.

Penalties for insider trading violations are substantial. Civil penalties may be
as high as three times the profit gained or loss avoided as a result of an
unlawful purchase or sale of a security. For controlling persons who knowingly
or recklessly fail to take appropriate measures designed to prevent the
occurrence of insider trading violations, civil penalties of up to the greater
of three times the profit gained or loss avoided or $1,000,000 may be imposed.
In addition, criminal fines and jail terms may be imposed.


What is "Material Information"?

Material information generally means information relating to a company that
issues securities (an "issuer"), such as information about its business
operations or securities, the public dissemination of which would likely affect
the market price of any of its securities, or which would likely be considered
important by a reasonable investor in determining whether to buy, sell, or hold
such securities.


What is "Non-Public Information"?

Information that has not been disclosed to the public is generally non-public.
To show that information is public, there must be evidence that it is widely
disseminated. Information would generally be considered widely disseminated if
it has been disclosed, for example on the Dow Jones broad tape, news wire
services such as AP or Reuters, radio or television; or in newspapers or
magazines, or public disclosure documents filed with the Securities and Exchange
Commission, such as prospectuses, proxy statements, and periodic reports.


Examples of Inside Information

It is impossible to provide a complete list of information that may constitute
inside information, but it may include:

        .     Unpublished financial reports or projections;

        .     Information about current, proposed, or contemplated transactions,
              business plans, financial restructurings, or acquisition targets;

        .     Dividend increases or decreases;

        .     Extraordinary borrowings or liquidity problems;

        .     Material defaults under agreements or actions by creditors,
              clients, or suppliers relating to a company's credit standing;

        .     Proposed or contemplated issuance, redemption, or repurchase of
              securities or stock splits;

        .     Significant expansions or contractions of operations, including
              acquisitions, mergers, divestitures, and joint ventures, and
              purchases or sales of substantial assets;
<PAGE>

        .     Major new product developments;

        .     Significant increase or decrease in business or information about
              major contracts;

        .     Institution of, or developments in, major litigation,
              investigations, or regulatory actions or proceedings; and

        .     Developments regarding a company's senior management.


        Statement of General Policy Applicable to All Employees and Directors

        The following rules relate to your personal securities transactions. For
        purposes of these rules, your personal securities transactions include
        the securities transactions of your immediate family members, and the
        securities transactions of accounts in which you or your immediate
        family members have a beneficial interest or over which you or your
        immediate family members exercise investment discretion or control. If
        you or an immediate family member exercises investment discretion or
        control over non-related customer accounts in the normal course of
        employment responsibilities, those accounts are not subject to the pre-
        clearance and reporting requirements described below. However,
        transactions in such accounts may be subject to review by audit or
        compliance personnel.

        Immediate family members consist of your spouse, any minor children,
        older children living in your household, older children who rely
        primarily on you for financial support, and any other relatives (by
        blood, marriage, or otherwise) living in your household. The personal
        securities transactions of your immediate family members are subject to
        this Policy. You are responsible for their transactions being in
        compliance with these rules, and you must pre-clear and report their
        personal securities transactions as if such transactions were for your
        own account.

        1. General prohibition on insider trading:

           .   If you are aware of inside information concerning an issuer or
               its securities, including but not limited to PNC, you are
               prohibited from buying, selling, or recommending securities of
               that issuer. You also may not disclose such information to any
               other person, unless:

                  []    that person is employed by PNC and has a need to know
                        such information in connection with his or her
                        employment or supervisory responsibilities;

                  []    that person is employed by an outside firm (such as a
                        law, accounting, or investment banking firm) retained by
                        PNC and needs to know the information in connection with
                        the service to be provided by the firm to PNC; or

                  []    disclosure is otherwise authorized by the General
                        Counsel.

           .   Once the inside information is released to the public and has
               been widely disseminated, then you may buy, sell, or recommend
               securities of that issuer unless otherwise restricted in this
               Policy.

           .   Unless you are sure that information is not inside information,
               you should presume that it is or consult with the General
               Counsel.

2. Special rules regarding PNC Financial Services Group, Inc. securities:

           .   You are prohibited from purchasing or selling PNC securities
               beginning 15 days before the end of a calendar quarter until the
               second business day after PNC releases its earnings results for
               that
<PAGE>

        quarter (the "Blackout Period"). This prohibition does not include
        exercising with cash or already-owned PNC securities an option on PNC
        securities granted by PNC and holding the underlying securities received
        as a result of the option exercise. All pending purchase and sale orders
        regarding PNC securities that could be executed during a Blackout Period
        must be canceled before the beginning of the Blackout Period.

   .    You are prohibited from engaging in transactions in any derivative of
        PNC securities, including but not limited to puts, calls, and options.
        You are also prohibited from day trading (buying and selling the same
        securities during one calendar day) and short selling (selling the
        securities at a specified price on a specified date without owning the
        securities on the trade date) PNC securities. The receipt or exercise of
        an option grant or other derivative security pursuant to a PNC
        compensation plan is not a violation of the Policy.

        Note: There is a limited exception to the prohibition on derivative
        transactions for employees who have received PNC securities in
        connection with an acquisition. This exception is not available to PNC
        executive officers who are subject to Section 16 of the Securities
        Exchange Act of 1934. You will be informed if this exception applies to
        you. If this exception applies:

        []   You may sell or "write" covered call options, or purchase
             protective puts (either alone or in combination, as, for example,
             in establishing a collar), provided that such derivative
             instruments relate only to the number of PNC shares you originally
             acquired in connection with the acquisition.

        []   You may not enter into these transactions during a Blackout Period
             or at any time when you are aware of inside information regarding
             PNC.

        []   You must remain "covered" (that is, you must not sell the
             underlying PNC shares with respect to which you have entered into
             the derivative transaction) at all times during the term of the
             derivative instrument.

        []   You may not exercise any such instrument during a Blackout Period
             or at any time when you are aware of inside information regarding
             PNC. (The exercise by a counterparty to such a derivative
             transaction would not be deemed to violate this restriction.)

   .    If you fail to meet a margin call or otherwise default on a loan secured
        by PNC securities, and the PNC securities are liquidated during a
        Blackout Period or while you are aware of inside information, you may be
        deemed to be in violation of this Policy.


Pre-Clearance and Reporting Requirements

Restricted Employees and Directors (each as defined below) are subject to
additional pre-clearance and reporting requirements. If you are subject to these
requirements, under no circumstance may you effect a transaction in any
securities while you are aware of inside information, even if you have received
pre-clearance. The ultimate responsibility for determining whether you have
inside information rests with you. Pre-clearance of any particular transaction
under this Policy will not necessarily protect you from liability under the laws
prohibiting insider trading.

Restricted Employees
--------------------

Restricted Employees include members of PNC's senior officer committee (the
Marketing Committee, as of the effective date of this Policy), executive
officers who are subject to the reporting requirements of Section 16 of the
Securities Exchange Act of 1934, designated employees of Mergers and
Acquisitions,
<PAGE>

and other employees designated by the Director of Corporate Compliance. You will
be informed if you have been designated a Restricted Employee.

If you are a Restricted Employee, you must obtain the approval of the Corporate
Secretary or designate before:

            .    buying or selling PNC securities and securities issued by PNC
                 affiliates that are publicly traded companies,

            .    making changes in elections or intra-plan transfers involving
                 PNC securities or phantom shares under any PNC compensation or
                 benefit plan,

            .    using PNC securities to secure a loan (including a margin
                 account), or

            .    making a gift of PNC securities.

You must also pre-clear through the Insider Transaction Authorization System
before buying or selling any publicly traded security other than securities
issued by PNC or a PNC affiliate.

If you are a Restricted Employee, you must have your broker(s) send periodic
statements at least quarterly of all of your purchases and sales of publicly
traded securities to Corporate Compliance at the same time the broker sends such
statements to you. In addition, you must provide periodic statements at least
quarterly to Corporate Compliance of all of your purchases and sales of publicly
traded securities other than through a broker-dealer.

The pre-clearance and reporting requirements do not apply to security
transactions involving open-end mutual funds (such as money market funds), unit
investment trusts, and U.S. government or federal agency obligations;
reinvestment of dividends pursuant to an issuer's dividend reinvestment plan
(but do apply to additional voluntary purchases or sales effected through such a
plan); purchases of PNC securities under the Employee Stock Purchase Plan; or
other situations where the Director of Corporate Compliance determines that
pre-clearance or reporting is not necessary.

Outside Directors
-----------------

Members of the Boards of Directors of PNC and PNC Bank, National Association
must obtain the approval of the Corporate Secretary before:

            .    buying or selling PNC securities and securities issued by PNC
                 affiliates that are publicly traded companies,

            .    using PNC securities to secure a loan (including a margin
                 account),

            .    making a gift of PNC securities, or

            .    reallocating investments within the Directors Deferred
                 Compensation Plan.

If you are a director, you must have your broker(s) send duplicate copies of
trade confirmations of all of your purchases and sales of PNC securities (and
PNC affiliates' publicly traded securities) to the Corporate Secretary at the
same time the broker sends confirmations to you. In addition, you must report to
the Corporate Secretary any transaction in PNC securities other than through a
broker-dealer not later than 7 calendar days after such transaction.
<PAGE>

The pre-clearance and reporting requirements do not apply to the reinvestment of
dividends pursuant to PNC's dividend reinvestment plan (but do apply to
additional voluntary purchases or sales effected through the plan).



Other Pre-clearance and Reporting Requirements

A business unit may have or adopt policies governing the personal securities
transactions of some or all of the employees of that business unit. For example,
certain fiduciary, investment advisory, securities brokerage, and similar
business units have supplemental policies governing the personal securities
transactions of their employees. Such additional restrictions may include the
pre-clearance of securities transactions or reporting requirements. You will be
informed if you are in a business unit that has special policies applicable to
you, and you will be required to be familiar with and abide by these policies.


Securities of Clients

Employees of certain business units ("Designated Units") are prohibited from
purchasing or selling securities of their clients. Employees will be informed if
they are in a Designated Unit to which this restriction applies.

If you are in a designated unit and acquired securities of a client in a
transaction permitted by the Insider Trading Policy in effect before this
Policy, or before commencing employment in your business unit, you may continue
to hold such securities, but may not acquire any additional securities of that
client. You must disclose this investment to your business unit manager and
Corporate Compliance, and must obtain clearance from your business unit manager
and Corporate Compliance before selling any such client securities.


Securities of Affiliates

Certain PNC employees may be subject to different or additional restrictions
with respect to their transactions in securities issued by PNC affiliates that
are publicly-traded companies. You will be informed of any such restrictions if
they are applicable to you.


Information Barriers

Because PNC is a diversified financial institution, one business unit may have
inside information about an issuer while another business unit that does not
have such information may wish to buy or sell that issuer's securities or
recommend a purchase or sale of such securities. Information Barriers are
policies and procedures designed to separate business units that are likely to
receive inside information from business units that purchase, sell, or recommend
the purchase or sale of securities. Information Barrier policies and procedures
will be implemented for each applicable business unit.



Policy Presentation

A video tape that includes a summary of insider trading laws and review of this
Policy will be shown to each new employee of PNC. All new employees will be
required to certify in writing that they have seen or listened to the video
tape, understand this Policy, and will comply with the rules and standards set
forth in this Policy. Existing employees may from time to time also be required
to provide a written certification
<PAGE>

that they have followed this Policy. Periodically, the rules set forth in this
Policy will be reviewed with all employees through meetings, internal
communications and publications, or other means.


Audit

The General Auditor of PNC has the authority to audit compliance with this
Policy and the policies of the business units. Each employee must cooperate with
such an audit, including requests to provide documentation.


Noncompliance

If you fail to comply with this Policy (including the refusal to re-certify
compliance with it upon request or cooperate with an audit), you will be subject
to disciplinary action, which could include termination of employment. In
addition, apparent or suspected violations of laws applicable to PNC's business
may be reported to appropriate authorities.

This Policy is not intended to result in the imposition of legal liability that
would not exist in the absence of the Policy.


Exhibit 3: Drug Abuse Policy Summary

Summary
We are committed to promoting and maintaining a drug-free workplace. An
employee's illegal use of drugs interferes with effective and safe job
performance, which is a matter of company concern. For this reason, it is our
policy to prohibit employees from illegally using, possessing, distributing,
selling or manufacturing, or being under the illegal influence of drugs while
working or while on company property.

"Drugs" refer to, but are not limited to, controlled substances and any
potentially mind-altering chemicals. This includes, but is not limited to,
depressants (barbiturates); stimulants (amphetamines); cocaine; narcotics
(opiates, such as heroin, morphine and codeine); hallucinogens (PCP, LSD);
methadone, marijuana and other cannabinoids; legally obtainable drugs, with
prescriptions (Darvon, Valium, Librium); and over-the-counter drugs.

According to the PNC Bank Drug Abuse Policy, a job applicant who is offered
employment must successfully pass a drug screening test as a condition of
employment. Failure to pass the test will render the offer null and void. In
addition, an employee may be asked to submit to a drug screening test where
there is reason to believe that he or she may have violated the Drug Abuse
Policy. Further, in the future, drug screening tests may be conducted on those
employees whose jobs are of a sensitive nature and whose use of drugs,
therefore, would pose a risk to the company or the security or safety of
co-workers and the public.

We have developed procedures and guidelines for determining whether to require
an employee to take a drug test. The procedures include possible consultation
with designated legal and Human Resources personnel and/or a medical evaluation.
Because employees will only be required to take a test when there is reasonable
cause to believe that the employee may have violated the Drug Abuse Policy, and
after specified procedures have been followed, the employment of an employee who
refuses to take a drug test will be terminated.

All drug screening tests will be conducted by an independent, certified
toxicology laboratory, and all test results will be reviewed by an independent
Medical Review Officer.
<PAGE>

We have the right to search all company property assigned to employees and
personal possessions brought onto company property or premises. The privacy of
employees will be preserved to the extent possible.

Employees who violate the Drug Abuse Policy will be subject to disciplinary
action up to and including employment termination.


Employees are encouraged to seek help with any drug abuse problem and are
reminded of the availability of the various corporate benefit programs. Any
eligible employee may voluntarily participate in a recognized drug
rehabilitation and/or other appropriate counseling program to treat an existing
drug use problem provided that he or she has not previously violated the Drug
Abuse Policy. In that event, admitting to drug use and participating in a drug
rehabilitation and/or other appropriate counseling program will not be
considered a violation of the Drug Abuse Policy as long as the employee
successfully completes the program and agrees to be subject to random drug
screening tests for a period of two years and one month following initiation of
the program.

Any employee who participates in a drug rehabilitation and/or counseling
program, whether voluntarily or as a result of disciplinary action, will be
subject to random drug screening tests for a period of two years and one month
following initiation of the program.

Employees who are convicted in a court of law or plead guilty to the use,
possession, manufacture, distribution and/or sale of drugs occurring on company
premises are required to notify us in writing within five days of such
conviction or plea.

Notwithstanding the foregoing, management has the right to take whatever
disciplinary action it deems advisable, and deny any or all benefits under the
Drug Abuse Policy, if such employee has violated any other PNC Bank and/or
company policy or procedure.

Any employee who wishes to review the PNC Bank Drug Abuse Policy should contact
his or her market Human Resources representative.


Exhibit 4: PNC Bank Electronic Media Policy

Introduction

PNC Bank ("PNC") employees have access to and use one or more forms of
electronic media, for example, e-mail products such as OfficeVision and Lotus
Notes, online services, the Internet, the World Wide Web, PNC Intranet, and
electronic devices such as cellular phones and facsimile machines. PNC
encourages proper use of these media because they make communication more
efficient and effective and because they are valuable sources of information.

The purpose of this Electronic Media Policy ("Policy") is to summarize key
elements of what constitutes the proper use of electronic media by PNC
employees. The Policy applies to your use of all electronic media and services
when:

        .   accessed on, or from, company premises;

        .   accessed using company computers, facsimile machines or other
            equipment;
<PAGE>

        .   using PNC's leased or purchased services (e.g., the PNC
            corporate network, the company's Internet connection or
            external service providers); or

        .   the media is used in a manner that identifies the employee with
            PNC Bank (e.g., you join a chat room or publish a comment on
            the Internet referencing PNC).

You should be aware that the Policy applies even when using your own personal
computer, cellular phone or other resources, if one of the above factors
applies.

This Policy is part of the PNC Bank Code of Ethics. Other PNC policies and
procedures may also be applicable and should be considered.


Electronic Media:  Company Property and Business Use

Electronic media and services are resources provided by the company to
facilitate company-related business. Employees need to demonstrate a sense of
responsibility and good judgment, just as with any company resource.

        .   You may not create, scan, fax, download, copy, or send articles,
            jokes, stories, chain letters and other similar items of personal
            interest to another employee, person or entity.

        .   You may not use e-mail products for any purpose unrelated to
            performance of your job duties, such as to sell raffle tickets or
            tickets to personal dinner events, unless directed by your
            supervisor or manager. Solicitations are governed by PNC's
            solicitation policy (ss.2.09.4, Code of Ethics)

        .   You may never use electronic (or any other) media to communicate
            offensive, harassing, pornographic or other inappropriate material.

Should you have questions on what is appropriate business use of electronic
media, please contact your supervisor, your Human Resources representative or
any other Key Contact as set forth in the Addendum to PNC's Code of Ethics.

Software and Copyrights

Only software developed, owned or licensed by PNC Bank may be installed on PNC
computing resources and used for the purpose of promoting PNC's business. All
employees are required to comply with software copyright laws and licensing
agreements. Unauthorized duplication of licensed software and documentation is
strictly prohibited.


Electronic Media Privacy

PNC Bank does not guarantee the privacy of communications transmitted over
company established electronic media links. You should assume such
communications are not private, and you should observe the Confidentiality
section of the PNC Bank Code of Ethics (ss. 2.01). Especially with cellular
phones, you should assume that a third party may have the opportunity to
overhear your conversation. Your use of electronic media, and the content of
your communications, is subject to monitoring by PNC for operational,
maintenance, security, business, legal or regulatory reasons.


System Security
<PAGE>

PNC policies regarding system security are set forth in PNC's Information
Security Policy Manual; detailed Internet security controls and design
requirements are provided at ss.1100, No. 1104. Important considerations you
should be aware of:

        .     Any business requirement resulting in file transfers over the
              Internet must be approved by your cost center manager. All files
              downloaded from the Internet must be from "known" reliable sources
              and must be scanned with PNC Bank standard anti-virus software.

        .     You may not use the Internet to communicate sensitive or
              confidential information unless management approved encryption
              standards are implemented. The Confidentiality section of the Code
              of Ethics (ss.2.01) should be observed in any communications using
              electronic media.

        .     Access to the Internet from company resources (i.e., from PNC
              equipment or through PNC employees) must be approved through
              secured corporate gateways, approved and configured in accordance
              with PNC Information Technology Services standards. Passwords
              maintained on Internet-based systems must be different from
              passwords used on PNC Bank systems.

        .     Certain Internet browsers and other similar technologies which are
              used to access World Wide Web-based resources and services,
              include the ability to store information locally in files that can
              be retained for an indefinite period. Browsers must be configured
              to ensure that any "temporary" information used during online
              sessions is not permanently stored on local user computers.

You should be aware that the network services and World Wide Web sites can
identify individuals and companies accessing their services, and can and do
monitor access and usage.


PNC Products and Services:  Public Relations and Customer Interaction

Products and services provided by PNC, regardless of the media used, are subject
to a variety of legal and regulatory restrictions applicable to such matters as
advertising, product and service availability, costs and fees, and disclosures
and descriptions. Existing guidelines regarding product functions and features
need to be complied with by all employees. The policies and procedures that
govern employee behavior regarding customer contact are applicable to all
interactions via electronic media.

        .     Employees should not use their status as PNC employees to set
              forth opinions, comments or information that may be contrary to
              PNC's interests. Therefore, participation in online chat rooms and
              publication of information involving PNC must be conducted with
              care. You may not use company resources to create your own pesonal
              Web site.

        .     Any negative or misleading information found on electronic media
              concerning PNC Bank should be referred to Public Relations
              immediately. Individual employees should not respond to such
              items.

        .     The standards for the Internet apply the same basic, corporate
              identity standards as those used in print which meet the
              objectives of visual clarity and consistency.

        .     Lines of business creating a PNC Intranet must observe corporate
              standards, including those defined for the PNC logo.

The Public Relations Department should be consulted if you have any questions.
<PAGE>

Enforcement

In today's business environment, electronically distributed information can be
transmitted much more quickly than in the past, so it is important to use
caution and abide by the above principles in all stages of the use of electronic
media.

Any employee found to be abusing the privilege of company-facilitated access to
electronic media or devices is subject to disciplinary action, which may include
termination of employment. Please speak to your supervisor or manager if you
have any questions or contact the resources identified above. You may also use
your Key Contacts and Reference Guide in your Code of Ethics Addendum to help
you reach the appropriate person at PNC to assist you.


(Note - there is no Exhibit 5)

Exhibit 6: PNC Stock Ownership Policy


      (POLICY REGARDING OWNERSHIP OF STOCK IN PUBLICLY HELD SUBSIDIARIES)

Purpose

This is the stock ownership policy contemplated by Section 2.05.8 of the PNC
Code of Ethics. The purpose of this policy is to avoid conflicts of interest or
the appearance of conflicts of interest on the part of PNC personnel who are
responsible for the relationship or transactions between PNC and its publicly
held subsidiaries, while promoting ownership of stock in PNC and its publicly
held subsidiaries.


Scope

This policy applies to PNC personnel who act, and exercise decision-making
authority, on behalf of PNC with respect to the relationship or transactions
between PNC and its publicly held subsidiaries. This policy does not apply to
directors, officers and employees of a publicly held subsidiary whose principal
employment or relationship is with that subsidiary.


Definitions

1.   For purposes of this policy, PNC includes PNC Financial Services Group,
     Inc. and its subsidiaries other than the publicly held subsidiary in
     question.
2.   PNC personnel includes directors, officers and employees of PNC Financial
     Services Group, Inc. and any of its subsidiaries other than persons whose
     principal employment or relationship is with the publicly held subsidiary
     in question.
3.   Publicly held subsidiary means any entity in which PNC Financial Services
     Group, Inc. directly or indirectly owns at least 25% of the outstanding
     capital stock or other equity interest and that is subject to periodic
     reporting requirements under the federal securities laws.


Relative Ownership Requirement

PNC personnel within the scope of this policy shall not acquire or hold an
equity interest in a publicly held subsidiary of PNC that materially exceeds in
value such person's equity interest in PNC Financial Services Group, Inc.
<PAGE>

Your equity interest will be based for this purpose on the fair market value of
securities (including phantom stock units) owned directly or indirectly through
employee benefit or deferred compensation plans, owned beneficially through
trusts or other vehicles, or that may be acquired upon exercise of stock
options, whether exercisable or not.

Your equity interest includes securities owned by your spouse, any minor
children, older children living in your household, older children who rely
primarily on you for financial support, and other relatives (by marriage or
otherwise) living in your household.


Monitoring Requirements

PNC personnel within the scope of this policy should monitor their compliance
with this Policy.

PNC personnel subject to this policy have 90 days from discovering an instance
of noncompliance to reestablish compliance with this policy, unless an exception
is granted or, under applicable insider trading policy or law, securities
transactions to reestablish compliance are restricted in this time frame. In the
latter event, compliance must be reestablished promptly after such restriction
lapses.


Questions

Questions regarding this policy should be directed to PNC's General Counsel or
Corporate Secretary.



Exhibit 7: PNC Policy for Employees Holding Director and Officer Positions
in Outside Profit and Non-Profit Organizations

Introduction

The purpose of the PNC Policy for Employees Holding Director and Officer
Positions in Outside Profit and Non-Profit Organizations ("Policy") is to
establish certain rules and procedures for employees who hold or are considering
taking a position as a director, trustee, officer or other similar position in a
for-profit or non-profit corporation or other organization outside of PNC
("director/officer positions"). This Policy applies to all outside
director/officer positions you currently hold as well as to any future positions
and should be read together with the entire PNC Code of Ethics. It is your
responsibility to understand and comply with this Policy and the PNC Code of
Ethics.

If you have any questions regarding this Policy, you should contact your
manager, your Human Resources (HR) representative, the Corporate Ethics Office,
or any of the Key Contacts identified in the Addendum to the PNC Code of Ethics.
References to "PNC" apply to The PNC Financial Services Group, Inc. and/or its
subsidiaries.

Serving at the Request of PNC

Employees will be deemed to be serving in a director/officer position in an
organization outside of PNC at the request of PNC only if they obtain written
approval from the CEO or the Vice Chairman of The PNC Financial Services Group,
Inc. (or in the case of the CEO or the Vice Chairman, from the Board of
Directors or its Corporate Governance Committee).
<PAGE>

Note: "At the request of PNC" means at the request of the PNC entity by which
the employee is employed unless otherwise specified on the written approval
form.


Approval Requirements if You are Serving at the Request of PNC

Employees who are asked to serve in a director/officer position in an outside
organization at the request of PNC must submit the "Form for Approval to Serve
at the Request of PNC" to the Corporate Ethics Office. Prior to submission for
final approval by the CEO or the Vice Chairman, the request must first be
approved by the employee's Manager, Business CEO or Director of Staff Function,
and Business HR Manager (as applicable). You can obtain a copy of this Form from
PNC's internal website, from your HR representative, or from the Corporate
Ethics Office.

The CEO or the Vice Chairman will be deemed to be serving at the request of PNC
if the outside director/officer position is approved by The PNC Financial
Services Group, Inc. Board of Directors or its Corporate Governance Committee.

Approvals for all such requests will be based on the best interest of PNC.
Approvals will be reviewed annually by the CEO or Vice Chairman or, in the case
of the CEO or the Vice Chairman, by the Corporate Governance Committee, and may
be modified or withdrawn at any time.

Employees will be considered for possible coverage in their capacity as outside
directors/officers under PNC's directors and officers liability insurance policy
and for possible indemnification by the applicable PNC entity only with respect
to outside director/officer positions approved as being at the request of PNC in
accordance with this Policy, subject in each case to applicable law and
governing documents. Any exceptions must be approved by the CEO or the Vice
Chairman of The PNC Financial Services Group, Inc. (or, in the case of the CEO
or the Vice Chairman, by the Board of Directors or its Corporate Governance
Committee).

Public Office Directors/Officers

Employees considering or accepting a director/officer position that is also a
public office position (such as school board director) must comply with the PNC
Public Office Policy, which is Exhibit 8 to the PNC Code of Ethics.


All Other Outside Director/Officer Positions

Employees otherwise wishing to serve in a director/officer position in an
outside organization are not required to provide notification or to obtain
approval from PNC. However, the following rules apply:

1.   You may not serve if the outside organization is a PNC competitor.

Note: For purposes of this Policy, a competitor means any organization, wherever
located, that engages in any of the same businesses as PNC. Further, if an
outside organization is or has a bank, thrift or other depository organization
anywhere within its group of affiliates, all members of that group are
considered competitors.

2. You may not serve if your involvement with the outside organization would
interfere with or impede your ability to perform your job duties and
responsibilities at PNC.

3. You may not serve if your involvement with the outside organization would
create a conflict with, or be reasonably perceived as conflicting with, the
interests of PNC. If you accept a director/officer position in
<PAGE>

an outside organization and a conflict of interest (actual or perceived)
develops, you may be required to leave the outside organization or to resign
your position with PNC.

4. Under certain circumstances, you may not serve if PNC holds an equity
interest in the outside organization. It is your responsibility to ask the
outside organization if PNC holds such an interest. If so, you must contact the
Corporate Ethics Office to determine whether or not you may accept the
director/officer position.

Note: Equity held by PNC includes equity held for PNC's own account and equity
PNC holds as a trustee or other fiduciary. Equity interests may also include
options, convertible debt and other instruments.

Certain Additional Responsibilities

By serving as a director/officer in an outside organization, you will also have
certain responsibilities to that organization. You should be sure that you
understand and comply with those responsibilities.

There may be occasions where contracts or transactions involving PNC are
discussed or decided by that outside organization (e.g., the outside
organization is interested in obtaining a loan from PNC or in engaging PNC as a
trustee of a plan, program or fund, such as a pension plan or an endowment
fund). In these instances, after disclosing your relationship with PNC, you
should not participate in such discussions or in the decision-making process. If
you are a director of the outside organization, you should ask the Board
secretary to reflect in the meeting minutes that you did not participate in the
discussions and did not vote on that matter because of your relationship with
PNC.

Data Collection

PNC may collect information related to director/officer positions held by PNC
employees in outside organizations from you for marketing or other business
purposes. Neither a request for information related to outside director/officer
positions nor an employee response to such a request will mean or imply that the
employee is serving in such position(s) at the request of PNC.

Exceptions

Any exceptions or amendments to this Policy must be approved by the PNC Ethics
Policy Committee or the Director of Compliance or as otherwise provided in this
Policy.


Exhibit 8: PNC Public Office Policy


Introduction

The purpose of the PNC Public Office Policy ("Policy") is to establish certain
rules for employees who campaign for or seek appointment to a public office, who
serve as public officials, or who serve as members of another candidate's
political campaign committee ("public office positions"). This Policy applies to
all public office positions you currently hold as well as to any future
positions and should be read together with the entire PNC Code of Ethics. It is
your responsibility to understand and comply with this Policy and the PNC Code
of Ethics.

If you have any questions regarding this Policy, you should contact your
manager, your Human Resources (HR) representative, the Corporate Ethics Office,
or any of the Key Contacts identified in the Addendum to the PNC Code of Ethics.
References to "PNC" apply to The PNC Financial Services Group, Inc. and/or its
subsidiaries.
<PAGE>

General Rules

Service in a public office position is not at the request of PNC. Employees
wishing to serve in a public office position are not required to provide
notification to or obtain approval from PNC. However, the following rules apply.

    .    General

         []  You may not serve if your involvement would interfere with or
             impede your ability to perform your job duties and responsibilities
             at PNC.

         []  You may not serve if your involvement would create a conflict with,
             or be reasonably perceived as conflicting with, the interests of
             PNC. If you accept a public office position and a conflict of
             interest (actual or perceived) develops, you may be required to
             leave your public office position or to resign your position with
             PNC.

         []  You may not represent or act on behalf of PNC in connection with
             any matter or transaction between PNC and your campaign, the
             governmental entity you serve, or the campaign of any other
             political candidate for which you are a member of the political
             campaign committee.


    .    While You are Campaigning for or Seeking Appointment To a Public Office
         or Serving as a Member Of Another Candidate's Political Campaign
         Committee

         Before beginning a campaign for public office or accepting such
         position, you must receive confirmation from the solicitor or other
         counsel for the governmental entity that your service as a public
         official would not prevent PNC from doing business with that
         governmental entity. All correspondence concerning campaign business,
         including but not limited to, campaign fundraising, must be on campaign
         letterhead exclusively and may not contain any reference to your status
         as a PNC employee other than to factually state your employment
         history.

         []  You may not engage in campaign business during working hours. To
             avoid any appearance of sponsorship or endorsement, PNC's name may
             not be used in any campaign material or in any fundraising
             activities, other than to factually state your employment history.

         []  You may not take a paid leave of absence to work on your or another
             candidate's campaign, except earned vacation time. If you take an
             unpaid leave of absence, either you or the campaign must promptly
             reimburse PNC for any benefits (e.g., insurance) provided by PNC to
             you during that leave of absence.

         []  You may not solicit contributions from any employee of PNC Capital
             Markets or any other PNC employee without first obtaining
             preclearance from the PNC Legal Department.

         []  Your campaign (or the campaign you are serving) may not use PNC's
             facilities, equipment, supplies or personnel in connection with the
             campaign effort. Volunteer efforts conducted after working hours
             off PNC premises are permitted, but PNC equipment and supplies may
             not be used in such efforts.

         []  You may not direct or coerce any PNC employee to provide services
             to a campaign, or make the provision of such services a condition
             of employment. You may not ask PNC employees to work on your or
             another candidate's campaign, even on a volunteer basis, unless you
             have obtained preclearance from the PNC Legal Department.
<PAGE>

         []   PNC does not make political contributions to any candidate or
              campaign committee. You must therefore avoid any circumstance
              involving the use of PNC facilities or personnel that could be
              interpreted as an in-kind corporate contribution to the campaign.

    .    While Serving as a Public Official

         []   You may not solicit business between PNC and any governmental
              entity of which you are a public official.

         []   If at any time you are contemplating a change in your PNC duties
              that would involve the municipal securities business undertaken by
              a PNC affiliate, you must have your situation reviewed by the PNC
              Legal Department before accepting any such position.

Certain Additional Responsibilities

By serving as a public official, you will also have certain responsibilities to
the governmental entity you serve. You should be sure that you understand and
comply with those responsibilities.

There may be occasions where contracts or transactions involving PNC are
discussed or decided by the governmental entity you serve. In these instances,
after disclosing your relationship with PNC, you should not participate in such
discussions or in the decision making process.

Data Collection

PNC may collect information related to public office positions held by PNC
employees from you for various business purposes. Neither a request for
information related to public office positions nor an employee response to such
a request will mean or imply that the employee is serving in such position(s) at
the request of PNC.

Exceptions

Any exceptions or amendments to this Policy must be approved by the PNC Ethics
Policy Committee or the Director of Compliance.


Key Contacts and Reference Guide


Under the PNC Bank Code of Ethics, the Reporting Procedures outlined in the Code
provide a number of individuals to contact to assist you regarding
notifications, prior approvals, report a potential Code violation or a concern,
or any questions regarding the Code. The Key Contacts and Reference Guide lists
those persons you will be dealing with most frequently regarding Code matters
and how to contact them, as well as resource materials and how to obtain them.
You are encouraged to call anyone with whom you feel comfortable.

KEY CONTACTS
<PAGE>

<TABLE>
<CAPTION>

<S>                           <C>                  <C>                  <C>                  <C>
---------------------------------------------------------------------------------------------------------------
 BUSINESS                         NAME                 PHONE                 FAX                MAILSTOP
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Human Resources/ Employee Relations Representatives
Employees working in:
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
 BlackRock                 Robert P. Connolly      (212) 409-3743       (212) 409-3744        XX-R345-30-1
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
 Corporate                      Jim Popp           (412) 768-2378       (412) 762-3985        P2-PTPP-02-1
 Bank/Treasury
 Management
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
 Employees in Other        Linda K. Williamson     (412) 762-5413       (412) 762-2256        P2-PTPP-02-1
 Areas
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
 Regional Community Bank     Theresa Kiwior         570-961-6174         570-961-6340         N1-NADM-04-A
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
 PNC Advisors                  Vic Orriola          412-768-5983         412-762-3142         P1-POPP-29-1
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
 TPS
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
 Staff Services               Marilyn Crump        (412) 762-2193       (412) 762-2256        P2-PTPP-02-1
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
SECURITY SERVICES
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
 PNC Bank Helpline:       1-800-937-4445 When calling, select option #2 (Security Services), then select #4
                          (Incident Reporting)
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
 Director of Corporate       John P.Ericksen       (412) 762-7761       (412) 762-0726        P2-PTPP-06-1
 Security Services
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
CORPORATE COMPLIANCE:  For Any Matter Under the Code
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
 Director, Corporate
 Compliance/Risk               Eva T. Blum         (412) 762-2748       (412) 705-0829        P1-POPP-22-2
 Management &
 Administrator
 of the Code
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
 Senior Compliance         Michelle O. Manning     (412) 762-8234       (412) 705-0829        P1-POPP-22-2
 Manager
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
 Code of Ethics Manager        Peg Holmes          (412) 762-8205       (412) 705-0829        P1-POPP-22-2
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
  GENERAL COUNSEL: For Any Matter Under the Code
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
     General Counsel         Helen P. Pudlin       (412) 762-7987       (412) 762-5920        P1-POPP-21-1
                                                   (215) 585-5174       (215) 585-8564        F5-F012-02-7
---------------------------------------------------------------------------------------------------------------
</TABLE>


REFERENCE GUIDE

PNC Bank Code of Ethics Forms

All Code Forms are available on PNC's Intraweb, Lotus Notes, or from your Human
Resources Department. Sample copies of the Forms are attached as Exhibit 1 to
the Code.

<TABLE>
<CAPTION>

<S>                                             <C>
---------------------------------------------------------------------------------------------------------------
 Form                                              Description
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
 Notification/Approval Form                        This Form is used to provide notification or obtain
 (Exhibit 1A)                                      approval under the Code. You should follow the
                                                   instructions on the reverse side. Matters which require
                                                   notification or prior approval are summarized in Section
                                                   1.02 of the Code.
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
 Form for Approval to Serve at the Request of     This Form is used to obtain all necessary approvals in
 necessary approvals in PNC (Exhibit 1-B)         accordance with the PNC Policy for Employees Holding Director
                                                  and Officer Positions in Outside Profit and Non-Profit
                                                  Organizations (attached as Exhibit 7 to the Code).
---------------------------------------------------------------------------------------------------------------
</TABLE>
</TEXT>
</DOCUMENT>
