##### 



EXHIBIT 14.0
 
 CODE OF BUSINESS CONDUCT AND ETHICS
 SCOPE
  ACCOUNTABILITY/COMPLIANCE WITH THIS CODE AND ALL COMPANY POLICIES
  MECHANISMS TO REPORT CLAIMS OF ANY ILLEGAL OR UNETHICAL BEHAVIOR
  
    
    Your immediate supervisor or another member of management (all managers maintain an
Open Door relationship that encourages direct communication in order to promptly
resolve issues).
    
    Your Human Resources or Safety Manager.
    
    The Companys General Counsel or other attorney of the Corporate Legal Department.
    
    With respect to specific claims regarding accounting violations, the Companys Vice
President, Internal Audit, who will coordinate the review with the Audit Committee of
the Board of Directors.
    
    If you are reluctant to talk directly with a Company representative about a
potential violation of the law or Company policy or prefer to remain anonymous, the
Company also offers a confidential toll-free number to call, the AWARE Line, at
1-866-3-AWARE-4 (1-866-329-2734), which is available in English and Spanish, 24 hours a
day, seven days a week. This toll-free number is operated by an independent service.
  If you have
a question about this Code or whether particular acts or conduct may be illegal or violate Company
policies, you should contact one of the persons listed above.
 Whistleblowers and Non-Retaliation
  Investigating Claims
  September 2006
 Page 1 of 4




---



##### 



WAIVERS OF THIS CODE
  ACKNOWLEDGMENT FORM
  STANDARDS TO BE FOLLOWED
  BE AWARE OFSTANDARDS
    
    SUMMARY OF STANDARDS
    
    NON-COMPLIANT BEHAVIOR(1)MAINTAIN HIGH ETHICAL 
STANDARDS
    
       Conduct business in conformance with the
highest standards of ethics and responsibility.
    
    ü  Achieving business
results by illegal acts
or unethical conduct.   Proactively promote honest and ethical behavior
as a responsible partner among peers, in the
work environment and the community.COMPLIANCE WITH LAWS, RULES
AND REGULATIONS
(Note: Refer to the
Companys Insider Trading
Policy for detailed
compliance obligations.)
    
       Comply with applicable laws, rules and
regulations of federal, state and local
governments, and other private and public
regulatory agencies; including insider trading
laws. Insider trading is both unethical and
illegal, and will be dealt with decisively.
    
    ü  Trading Company
stock, or tipping
information to others,
based on inside
information or other
improper means.CONFLICTS OF INTEREST
(Note: Refer to the
Companys Conflicts of
Interest and Related
Party Transactions
Policies for specific
disclosure requirements in
reporting a possible
conflict of interest.)
    
       Conduct ethical handling of actual or apparent
conflicts of interest between personal and
professional relationships.
    
    ü  Not properly
disclosing a conflict of
interest with the Company.   Avoid any situation in which personal interests
conflict with those of the Company.
    
    ü  Financial or other
personal interest in a
competitor or vendor.   Do not receive or attempt to receive personal
benefits from the Company.
    
    ü  Giving or receiving
impermissible gifts.   Disclose to the Companys General Counsel any
transaction or relationship that reasonably
could be expected to give rise to a conflict of
interest.   Directors must disclose any possible conflict
of interest to the Governance Committee of the
Board of Directors.COMPETITION AND CORPORATE 
OPPORTUNITIES
    
       Do not compete with the Company or use Company
property, information or position for personal
gain.
    
    ü  Operating a personal
business or being
involved with any other
entity that competes with the Company.   Do not benefit personally from opportunities
that are discovered or obtained through the use
of Company property, information or position.CONFIDENTIALITY
    
       Maintain the confidentiality of non-public
proprietary information.
    
    ü  Releasing customer
information to third parties.   Do not use confidential information for
personal gain.
    
    ü  Releasing trade
secrets to third parties.
 Page 2 of 4




---



##### 



BE AWARE OFSTANDARDS
    
    SUMMARY OF STANDARDS
    
    NON-COMPLIANT BEHAVIOR(1)PROTECTIONS AND PROPER USE OF 
COMPANY ASSETS
    
       Achieve responsible use of and control over all
assets and resources employed or entrusted.
    
    ü  Theft of cash,
materials or time.  All Company assets should be used for
legitimate business purposes.
    
    ü  Sabotaging,
destroying, salvaging or
removal of Company
property.ü  Using Company funds
or property for any
political contribution
without prior approval of
a Senior Vice President,
Regional Operations.FAIR DEALINGS
    
       Deal fairly with the Companys customers,
suppliers, competitors and employees.
    
    ü  Fighting,
threatening, intimidating
or coercing any fellow
employee.   Do not take advantage of anyone through
manipulation, coercion, concealment, abuse of
privileged information, misrepresentation or
omission of material facts or any other
unfair-dealing practice.
    
    ü  Engaging in unfair
competition or deceptive
trade practices.ü  Discussing or
agreeing with competitors
regarding price, dividing
up customers and/or
geographic markets.ü  Making false or
disparaging statements
about competitors.ü  Accepting any bribe
or kickback.FULL AND FAIR DISCLOSURE
    
       Ensure that the Company makes full, fair,
accurate, timely and understandable disclosures
in reports and documents that the Company files
with, or submits to, the Securities and
Exchange Commission and in all other public
communications made by the Company.
    
    ü  Making any false or
misleading
representations regarding
the Company.
 Note: (1) These are examples of non-compliant behavior and are not
intended to be an all inclusive list of such conduct.
 
 A W A R E
 Page 3 of 4




---



##### 



CODE OF BUSINESS CONDUCT AND ETHICS
 ACKNOWLEDGMENT FORM
  Print Name
    
    SignatureJob Title
    
    DateDivision Number
 You must sign this Acknowledgment Form and return it to your supervisor.
 Page 4 of 4