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<TYPE>EX-99
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<DESCRIPTION>EXHIBIT (R)(3)
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                                                             Exhibit (r)(3)


J. J. B. Hilliard, W. L. Lyons Inc.
is an affiliate of BlackRock.
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:

o        We conduct business with the highest ethical standards;

o        We obey the law;

o        We follow the policies and procedures of PNC Bank;

o        We maintain confidentiality;

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

o        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:

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

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

o        report any possible violations of the Code of which you are aware.

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:


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
  Public Office                                         2.05.10
  Expert Witnesses                                      2.05.11
  Antitrust                                             2.07
  Fair Competition                                      2.08
  Political Contributions                               2.10



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

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:

o        your supervisor;

o        your market HR representative;

o        the Security Services representative;

o        the Director of Compliance; or

o        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.

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:

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

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

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

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

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

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

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

o        reports written to and by regulatory agencies; and

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

Your Responsibilities
Your responsibilities with regard to confidential information are:

o        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.

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

         o    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;

         o    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

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

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

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

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

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

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

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

o        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.


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.

         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:

o        disclose your work to your supervisor;

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

o        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:

o        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 with PNC's interests; or

o        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

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

o        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;

o        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;

o        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;

o        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;

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

o        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

o        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:

o        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

o        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.


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

o        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.

o        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.

o        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 -- even of nominal value -- 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.

o        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 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.

o        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.

o        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.

o        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.

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

o        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:

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

o        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.


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

o        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.

o        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:

o        to the general public; and

o        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
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:

o        executor;

o        administrator;

o        personal representative;

o        attorney-in-fact;

o        guardian;

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

o        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

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.


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:

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

o        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:

o        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

o        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:

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

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

o        physical (unwelcome physical contact).

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

o        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;

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

o        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

o    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.

     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).

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

o    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:

o    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.

         o    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.


o        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.

o        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.

o        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:

o        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

o        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.


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:

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

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

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

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

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

o        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

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:

o        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.

o        PNC will not reimburse you for personal political contributions.

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

o        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.

o        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:

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

o        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

o        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:

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

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

o        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.

o        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.

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

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:

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

o        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
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:

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

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

o        discuss financial projections;

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

o        provide testimonials or endorsements; or

o        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:

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

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

o        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

o        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.

o        This law requires the use of proper accounting procedures.

o        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:

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

o        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;

o        "Know Your Customer" procedures; and

o        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.

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:

o        to follow safe operating procedures;

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

o        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 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:

o        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.

o        You are prohibited from conducting the following activities
         regarding PNC securities:

         o    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)

         o    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:

o        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.

o        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:

o        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.


Other Pre-Clearance Approval/Reporting Requirements:

o    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

o    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:

o    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.


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:

o        Unpublished financial reports or projections;

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

o        Dividend increases or decreases;

o        Extraordinary borrowings or liquidity problems;

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

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

o        Significant expansions or contractions of operations, including
         acquisitions, mergers, divestitures, and joint ventures, and
         purchases or sales of substantial assets;

o        Major new product developments;

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

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

o        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:

o       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:

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

         o    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

         o    disclosure is otherwise authorized by the General Counsel.

o        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.

o        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:

o       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 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.

o       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:

         o    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.

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

         o    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.

         o    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.)

o       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, 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:

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

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

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

o        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:

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

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

o        making a gift of PNC securities, or

o        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.

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 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.

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:

o        accessed on, or from, company premises;

o        accessed using company computers, facsimile machines or other
         equipment;

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

o        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.

o        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.

o        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)

o        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

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:

o        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.

o        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.

o        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.

o        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.

o        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.

o        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.

o        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.

o        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.


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.

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).

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 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.

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.

o        General

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

         o    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.

         o    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.


o        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.

         o    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.

         o    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.

         o    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.

         o    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.

         o    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.

         o    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.

o        While Serving as a Public Official

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

         o    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.

<TABLE>
<CAPTION>
KEY CONTACTS

---------------------------------------------------------------------------------------------------------------
<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>



<TABLE>
<CAPTION>
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.

---------------------------------------------------------------------------------------------------------------
<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 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>
