<DOCUMENT>
<TYPE>EX-99.(R)(3)
<SEQUENCE>17
<FILENAME>file016.txt
<DESCRIPTION>CODE OF ETHICS OF J.J.B. HILLIARD
<TEXT>
<PAGE>



       J.J.B. Hilliard, W.L. Lyons, Inc is an afilliate of PNC Bank Corp. 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;

<PAGE>

         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:

                                                             CODE
       SITUATION                                             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.

                                       2
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       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.

                                       3
<PAGE>


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

       1.07  WRITTEN ACKNOWLEDGEMENT

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

2.00   STANDARDS OF CONDUCT

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

2.01   CONFIDENTIALITY

       FUNDAMENTAL PRINCIPLE

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

       DEFINITIONS

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

         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

                                       4
<PAGE>


         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.

                                       5
<PAGE>

2.03   CLIENTS' PROPERTY

       FUNDAMENTAL PRINCIPLE

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

2.04   CORPORATE PROPERTY

       FUNDAMENTAL PRINCIPLE

       Corporate property may be used and removed from PNC premises only for
       business purposes, UNLESS APPROVED BY YOUR SUPERVISOR, or in accordance
       with policies adopted by the Board of Directors of PNC or a committee of
       the Board.

       Corporate property includes, but is not limited to:

              information;

              files;

              products;

              office supplies and furnishings;

              services;

              automobiles;

              technologies;

              concepts;

              client lists;

              policies and procedures manuals;

              computer and other equipment, such as facsimile machines;

              computer data bases, programs and software;

              data processing systems;

              voice mail;

              E-Mail; and

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

                                       6
<PAGE>


       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:

                                       7
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       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.

                                       8
<PAGE>


       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
             -D even of nominal value -D are prohibited. In Philadelphia County,
             the aggregate value of gifts may not exceed $100 annually. However,
             in Philadelphia County, gifts of food and beverage consumed at an
             event or meeting at which the official is attending are not
             restricted as to dollar amount and do not count against the
             aggregate annual limit.

                                       9
<PAGE>


         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.

                                       10
<PAGE>


       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.

                                       11
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       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.

                                       12
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       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.

                                       13
<PAGE>


       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:

                                       14
<PAGE>

         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.

                                       15
<PAGE>


       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:

                                       16
<PAGE>


       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.

                                       17
<PAGE>


       2.08     FAIR COMPETITION

       FUNDAMENTAL PRINCIPLE

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

       REQUIREMENTS

       ALSO, YOU ARE REQUIRED TO NOTIFY YOUR SUPERVISOR AND MARKET HR
       REPRESENTATIVE BY SUBMITTING A NOTIFICATION/APPROVAL FORM IF YOU HAVE ANY
       OBLIGATIONS THAT MAY INTERFERE WITH YOUR ABILITY TO PERFORM YOUR JOB
       DUTIES AT PNC BANK. THESE OBLIGATIONS MAY INCLUDE AN AGREEMENT WITH A
       FORMER EMPLOYER, BUSINESS PARTNER OR OTHER PERSON OR ENTITY THAT SAYS:

              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.


                                       18
<PAGE>


       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.

                                       19
<PAGE>


       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.

                                       20
<PAGE>


         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.

                                       21
<PAGE>


       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.

                                       22
<PAGE>


       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


                                       23
<PAGE>


       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

                                       24
<PAGE>


       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.
       -----------------------------------------------------------------------

                                       25
<PAGE>

       -----------------------------------------------------------------------
       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.

                                       26
<PAGE>


         WHAT IS "INSIDER TRADING"?

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

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

         WHAT IS "MATERIAL INFORMATION"?

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

         WHAT IS "NON-PUBLIC INFORMATION"?

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

         EXAMPLES OF INSIDE INFORMATION

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

         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;

                                       27
<PAGE>


         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

                                       28
<PAGE>


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

            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,


                                       29
<PAGE>


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

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

            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.

                                       30
<PAGE>


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

         OTHER PRE-CLEARANCE AND REPORTING REQUIREMENTS

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

         SECURITIES OF CLIENTS

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

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

         SECURITIES OF AFFILIATES

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

         INFORMATION BARRIERS

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

         POLICY PRESENTATION

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


                                       31
<PAGE>


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

         AUDIT

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

         NONCOMPLIANCE

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

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

         EXHIBIT 3: DRUG ABUSE POLICY SUMMARY

         SUMMARY

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

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

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

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

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

                                       32
<PAGE>


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

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

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

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

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

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

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

         EXHIBIT 4: PNC BANK ELECTRONIC MEDIA POLICY

         INTRODUCTION

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

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

            o  accessed on, or from, company premises;

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

                                       33
<PAGE>


            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.

                                       34
<PAGE>


         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.

                                       35
<PAGE>


         ENFORCEMENT

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

         Any employee found to be abusing the privilege of company-facilitated
         access to electronic media or devices is subject to disciplinary
         action, which may include termination of employment. Please speak to
         your supervisor or manager if you have any questions or contact the
         resources identified above. You may also use your KEY CONTACTS AND
         REFERENCE GUIDE in your CODE OF ETHICS ADDENDUM to help you reach the
         appropriate person at PNC to assist you.

         (Note - there is no Exhibit 5)

         EXHIBIT 6: PNC STOCK OWNERSHIP POLICY

           (POLICY REGARDING OWNERSHIP OF STOCK IN PUBLICLY HELD SUBSIDIARIES)

         PURPOSE

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

         SCOPE

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

         DEFINITIONS

         1. For purposes of this policy, PNC includes PNC Financial Services
            Group, Inc. and its subsidiaries other than the publicly held
            subsidiary in question.

         2. PNC personnel includes directors, officers and employees of PNC
            Financial Services Group, Inc. and any of its subsidiaries other
            than persons whose principal employment or relationship is with the
            publicly held subsidiary in question.

         3. Publicly held subsidiary means any entity in which PNC Financial
            Services Group, Inc. directly or indirectly owns at least 25% of the
            outstanding capital stock or other equity interest and that is
            subject to periodic reporting requirements under the federal
            securities laws.

         RELATIVE OWNERSHIP REQUIREMENT

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

                                       36
<PAGE>


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

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

         MONITORING REQUIREMENTS

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

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

         QUESTIONS

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

         EXHIBIT 7: PNC POLICY FOR EMPLOYEES HOLDING DIRECTOR AND OFFICER
                    POSITIONS IN OUTSIDE PROFIT AND NON-PROFIT ORGANIZATIONS

         INTRODUCTION

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

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

         SERVING AT THE REQUEST OF PNC

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

                                       37
<PAGE>


         NOTE: "AT THE REQUEST OF PNC" MEANS AT THE REQUEST OF THE PNC ENTITY BY
         WHICH THE EMPLOYEE IS EMPLOYED UNLESS OTHERWISE SPECIFIED ON THE
         WRITTEN APPROVAL FORM.

         APPROVAL REQUIREMENTS IF YOU ARE SERVING AT THE REQUEST OF PNC

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

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

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

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

         PUBLIC OFFICE DIRECTORS/OFFICERS

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

         ALL OTHER OUTSIDE DIRECTOR/OFFICER POSITIONS

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

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

         NOTE: FOR PURPOSES OF THIS POLICY, A COMPETITOR MEANS ANY ORGANIZATION,
         WHEREVER LOCATED, THAT ENGAGES IN ANY OF THE SAME BUSINESSES AS PNC.
         FURTHER, IF AN OUTSIDE ORGANIZATION IS OR HAS A BANK, THRIFT OR OTHER
         DEPOSITORY ORGANIZATION ANYWHERE WITHIN ITS GROUP OF AFFILIATES, ALL
         MEMBERS OF THAT GROUP ARE CONSIDERED COMPETITORS.

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

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

                                       38
<PAGE>


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

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

         NOTE: EQUITY HELD BY PNC INCLUDES EQUITY HELD FOR PNC'S OWN ACCOUNT AND
         EQUITY PNC HOLDS AS A TRUSTEE OR OTHER FIDUCIARY. EQUITY INTERESTS MAY
         ALSO INCLUDE OPTIONS, CONVERTIBLE DEBT AND OTHER INSTRUMENTS.

         CERTAIN ADDITIONAL RESPONSIBILITIES

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

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

         DATA COLLECTION

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

         EXCEPTIONS

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

         EXHIBIT 8: PNC PUBLIC OFFICE POLICY

         INTRODUCTION

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

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

                                       39
<PAGE>


         GENERAL RULES

         SERVICE IN A PUBLIC OFFICE POSITION IS NOT AT THE REQUEST OF PNC.
         EMPLOYEES WISHING TO SERVE IN A PUBLIC OFFICE POSITION ARE NOT REQUIRED
         TO PROVIDE NOTIFICATION TO OR OBTAIN APPROVAL FROM PNC. HOWEVER, THE
         FOLLOWING RULES APPLY.

         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.

                                       40
<PAGE>


            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.

         KEY CONTACTS

                                       41
<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
 BUSINESS                         NAME                 PHONE                 FAX                MAILSTOP
---------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>                  <C>                   <C>
HUMAN RESOURCES/ EMPLOYEE RELATIONS REPRESENTATIVES
EMPLOYEES WORKING IN:
---------------------------------------------------------------------------------------------------------------
 BlackRock                 Robert P. Connolly      (212) 409-3743       (212) 409-3744        XX-R345-30-1
---------------------------------------------------------------------------------------------------------------
 Corporate
 Bank/Treasury
 Management                     Jim Popp           (412) 768-2378       (412) 762-3985        P2-PTPP-02-1
---------------------------------------------------------------------------------------------------------------
 Employees in Other
 Areas                     Linda K. Williamson     (412) 762-5413       (412) 762-2256        P2-PTPP-02-1
---------------------------------------------------------------------------------------------------------------
 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
 Management &
 Administrator
 of the Code                   Eva T. Blum         (412) 762-2748       (412) 705-0829        P1-POPP-22-2
---------------------------------------------------------------------------------------------------------------
 Senior Compliance
 Manager                   Michelle O. Manning     (412) 762-8234       (412) 705-0829        P1-POPP-22-2
---------------------------------------------------------------------------------------------------------------
 Code of Ethics Manager        Peg Holmes          (412) 762-8205       (412) 705-0829        P1-POPP-22-2
---------------------------------------------------------------------------------------------------------------
  GENERAL COUNSEL: For Any Matter Under the Code
---------------------------------------------------------------------------------------------------------------
     General Counsel         Helen P. Pudlin       (412) 762-7987       (412) 762-5920        P1-POPP-21-1
                                                   (215) 585-5174       (215) 585-8564        F5-F012-02-7
---------------------------------------------------------------------------------------------------------------
</TABLE>

REFERENCE GUIDE

PNC BANK CODE OF ETHICS FORMS

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

--------------------------------------------------------------------------------
 FORM                                           DESCRIPTION
--------------------------------------------------------------------------------
 Notification/Approval      Form This Form is used to provide notification or
 (Exhibit 1A)               obtain 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           This Form is used to obtain all necessary approvals
to Serve at the Request     in accordance with the PNC Policy for Employees
of PNC (Exhibit 1-B)        Holding Director and Officer Positions in Outside
                            Profit and Non-Profit Organizations (attached as
                            Exhibit 7 to the Code).
--------------------------------------------------------------------------------

                                       42

</TEXT>
</DOCUMENT>
