EXHIBIT 14.1
CODE OF ETHICS RELATING TO FINANCIAL REPORTING
The Company has a Code of Business Conduct and Ethics applicable to alldirectors and employees of the Company. The CEO and all senior financialofficers, including the CFO, are bound by the provisions set forth thereinrelating to ethical conduct, conflicts of interest and compliance with law. Inaddition to the Code of Business Conduct and Ethics, the CEO and seniorfinancial officers are subject to the following additional specific policies:
 1. The CEO and all senior financial officers are responsible for full,fair, accurate, timely and understandable disclosure in the periodicreports required to be filed by the Company with the SEC. Accordingly,it is the responsibility of the CEO and each senior financial officerpromptly to bring to the attention of the Disclosure Committee (consistsof CFO, General Counsel, VP of Planning and Reporting, Director ofPlanning and Reporting) any material information of which he or she maybecome aware that affects the disclosures made by the Company in itspublic filings or otherwise assist the Disclosure Committee infulfilling its responsibilities as specified in the Company’s Summary ofProcedures for Securities Exchange Act Filings.  2. The CEO and each senior financial officer shall promptly bring to theattention of the Disclosure Committee or to the Audit Committee anyinformation he or she may have concerning (a) significant deficienciesin the design or operation of internal controls which could adverselyaffect the Company’s ability to record, process, summarize and reportfinancial data or (b) any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in theCompany’s financial reporting, disclosures or internal controls.  3. The CEO and each senior financial officer shall promptly bring to theattention of the General Counsel or to the Audit Committee anyinformation he or she may have concerning any violation of the Company’sBusiness Conduct policy, including any actual or apparent conflicts ofinterest between personal and professional relationships, involving anymanagement or other employees who have a significant role in theCompany’s financial reporting, disclosures or internal controls.  4. The CEO and each senior financial officer shall promptly bring to theattention of the General Counsel or to the Audit Committee anyinformation he or she may have concerning evidence of a materialviolation of the securities or other laws, rules or regulationsapplicable to the Company and the operation of its business, by theCompany or any agent thereof, or of violation of the Business ConductPolicy or of these additional procedures.  5. The Board of Directors shall determine, or designate appropriatepersons to determine, appropriate actions to be taken in the event ofviolations of the Business Conduct Policy or of these additionalprocedures by the CEO and the Company’s senior financial officers. Suchactions shall be reasonably designed to deter wrongdoing and to promoteaccountability for adherence to the Business Conduct Policy and to theseadditional procedures, and may include written notices to the individualinvolved that the Board has determined that there has been a violation,censure by the Board, demotion or re-assignment of the individualinvolved, suspension with or without pay or benefits (as determined bythe Board) and/or termination of the individual’s employment. Indetermining what action is appropriate in a particular case, the Boardof Directors or such designee shall take into account all relevantinformation, including the nature and severity of the violation, whetherthe violation was a single occurrence or repeated occurrences, whetherthe violation appears to have been intentional or inadvertent, whetherthe individual in question had been advised prior to the violation as tothe proper course of action and whether or not the individual inquestion had committed other violations in the past.