Exhibit 14.1 

Code of BusinessConduct and Ethics 

1. Complying with Law 

All employees, officers and directorsof the Company should respect and comply with all of the laws, rules and regulations ofthe U.S. and other countries, and the states, counties, cities and other jurisdictions, inwhich the Company conducts its business or the laws, rules and regulations of which areapplicable to the Company. 

Such legal compliance should include,without limitation, compliance with the “insider trading” prohibitionsapplicable to the Company and its employees, officers and directors. Generally, employees,officers and directors who have access to or knowledge of material non-public informationfrom or about the Company are not permitted to buy, sell or otherwise trade in theCompany’s securities. This restriction extends to sharing or tipping others aboutsuch information, especially since the individuals receiving such information mightutilize such information to trade in the Company’s securities. In addition, theCompany has implemented trading restrictions to reduce the risk, or appearance, of insidertrading. Company employees, officers and directors are directed to the Company’sInsider Trading Policy or to the Company’s Law Department if they have questionsregarding the applicability of such insider trading prohibitions. 

This Code of Business Conduct andEthics does not summarize all laws, rules and regulations applicable to the Company andits employees, officers and directors. Please consult the Company’s Law Departmentand the various guidelines which the Company has prepared on specific laws, rules andregulations. 

2. Conflicts of Interest 

All employees, officers and directorsof the Company should be scrupulous in avoiding a conflict of interest with regard to theCompany’s interests. A “conflict of interest” exists whenever anindividual’s private interests interfere or conflict in any way (or even appear tointerfere or conflict) with the interests of the Company. A conflict situation can arisewhen an employee, officer or director has personal or financial interests that may make itdifficult to perform his or her Company work objectively and effectively. The acceptance,by any employee or member of his or her immediate family of any improper personal benefitfrom a third party who does business with the Company shall be considered a violation ofthis code. Loans to, or guarantees of obligations of, employees, officers and directorsand their respective family members may create conflicts of interest. Federal lawprohibits loans to directors and executive officers. 

Conflicts of interest are prohibitedas a matter of Company policy, except under guidelines approved by the Board of Directorsor committees of the Board. Conflicts of interest may not always be clear-cut, so if youhave a question, you should consult with higher levels of management or the Company’sLaw Department. Any employee, officer or director who becomes aware of a conflict orpotential conflict should bring it to the attention of a supervisor, manager or otherappropriate personnel or consult the procedures described in this Code. 

It is almost always a conflict ofinterest for a Company employee to work simultaneously for a competitor, customer orsupplier. You are not allowed to work for a competitor as a consultant or board member.The best policy is to avoid any direct or indirect business connection with our customers,suppliers or competitors, except on our behalf. 

3. Corporate Opportunity 

Employees, officers and directors areprohibited from (a) taking for themselves personally opportunities that properly belong tothe Company or are discovered through the use of corporate property, information orposition; (b) using corporate property, information or position for personal gain; and (c)competing with the Company. Employees, officers and directors owe a duty to the Company toadvance its legitimate interests when the opportunity to do so arises. 

4. Confidentiality 

Employees, officers and directors ofthe Company must maintain the confidentiality of confidential information entrusted tothem by the Company or its suppliers or customers, except when disclosure is authorized bythe Law Department or required by laws, regulations or legal proceedings. Wheneverfeasible, employees, officers and directors should consult the Law Department if theybelieve they have a legal obligation to disclose confidential information. Confidentialinformation includes all non-public information that might be of use to competitors of theCompany, or harmful to the Company or its customers if disclosed. 

5. Fair Dealing 

We seek to outperform our competitionfairly and honestly. We seek competitive advantage through superior performance, neverthrough unethical or illegal business practices. Stealing proprietary information,possessing trade secret information that was obtained without the owner’s consent, orinducing such disclosures by past or present employees of other companies is prohibited. 

6. Protection and ProperUse of Company Assets 

All employees, officers and directorsshould protect the Company’s assets and ensure their efficient use. Theft,carelessness, and waste have a direct impact on the Company’s profitability. AllCompany assets should be used for legitimate business purposes. 

7. Accounting Complaints 

The Company’s policy is tocomply with all applicable financial reporting and accounting regulations applicable tothe Company. If any employee, officer or director of the Company has concerns orcomplaints regarding questionable accounting or auditing matters of the Company, then heor she is encouraged to submit those concerns or complaints (anonymously, confidentiallyor otherwise) to the Audit Committee of the Board of Directors (which will, subject to itsduties arising under applicable law, regulations and legal proceedings, treat suchsubmissions confidentially.) Such submissions may be through the toll free telephonenumber established for this purpose; through the compliance reporting system on theCompany’s internet web page; or in writing to the attention of the Audit Committee,or any director who is a member of the Audit Committee, at the principal executive officesof the Company. 

8. Reporting Any Illegalor Unethical Behavior 

Employees are encouraged to talk tosupervisors, managers or other appropriate personnel about observed illegal or unethicalbehavior and, when in doubt, about the best course of action in a particular situation.Employees, officers and directors who are concerned that violations of this Code or thatother illegal or unethical conduct by employees, officers or directors of the Company haveoccurred or may occur should either contact their supervisor or superiors. If they do notbelieve it appropriate or are not comfortable approaching their supervisors or superiorsabout their concerns or complaints, then they may contact either the Law Department of theCompany or the Audit Committee or Nominating & Governance Committee of the Board ofDirectors of the Company. If their concerns or complaints require confidentiality,including keeping their identity anonymous, then this confidentiality will be protected,subject to applicable law, regulation or legal proceedings. 

9. Gifts or Payments:Foreign Corrupt Practices Act 

The U.S. Foreign Corrupt PracticesAct prohibits giving anything of value, directly or indirectly to foreign governmentofficials or foreign political candidates in order to obtain or retain business. It isstrictly prohibited to make illegal payments to government officials of any country. Inaddition, the U.S. government has a number of laws and regulations regarding businessgratuities which may be accepted by U.S. government personnel. The promise, offer ordelivery to an official or employee of the U.S. government of a gift, favor or othergratuity in violation of these rules would not only violate Company policy but could alsobe a criminal offense. State and local governments, as well as foreign governments, mayhave similar rules. The Company’s Law Department can provide guidance to you in thisarea. 

The purpose of business entertainmentand gifts in a commercial setting is to create good will and sound working relationships,not to gain unfair advantage with customers. No gift or entertainment should be offered,given, provided or accepted by any Company employee, family member of an employee or agentunless it: (1) is not a cash gift, (2) is consistent with customary business practices,(3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) doesnot violate any laws or regulations. Please discuss with your supervisor any gifts orproposed gifts which you are not certain are appropriate. 

10. No Retaliation 

The Company will not permitretaliation of any kind by or on behalf of the Company and its employees, officers anddirectors against good faith reports or complaints of violations of this Code or otherillegal or unethical conduct. 

11. Public CompanyReporting; Books and Records 

As a public company, it is ofcritical importance that the Company’s filings with the Securities and ExchangeCommission be accurate and timely. Depending on their position with the Company, anemployee, officer or director may be called upon to provide necessary information toassure that the Company’s public reports are complete, fair and understandable. TheCompany expects employees, officers and directors to take this responsibility veryseriously and to provide prompt accurate answers to inquiries related to theCompany’s public disclosure requirements. 

All of the Company’s books,records, accounts and financial statements must be maintained in reasonable detail, mustappropriately reflect the Company’s transactions and must conform both to applicablelegal requirements and to the Company’s system of internal controls. Unrecorded or“off the books” funds or assets should not be maintained unless permitted byapplicable law or regulation. 

Records should always be retained ordestroyed according to the Company’s record retention policies. In accordance withthose policies, in the event of litigation or governmental investigation please consultthe Company’s Law Department. 

12. Employment and theWork Place 

Company policy prohibits all unlawfuldiscrimination against any employee or applicant for employment; indeed, the Company haslong been committed to the proposition that all employees be treated with dignityand respect. Violation of the policy may not only be illegal, but it may also violate thecore values of the Company. All employees are encouraged to discuss any concerns they mayhave with their immediate manager, human resources personnel, or higher management, aswarranted. Alternatively, such concerns may be forwarded on a confidential or anonymousbasis to corporate headquarters in Westfield, Massachusetts by mail, telephone, or othersystems the Company has established for the handling of confidential concerns. 

13. Amendment,Modification and Waiver 

This Code may be amended, modified orwaived by the Board of Directors and waivers may also be granted by the Nominating &Governance Committee, subject to the disclosure and other provisions of the SecuritiesExchange Act of 1934, and the rules thereunder and the applicable rules of the New YorkStock Exchange. 

Dated: December 9, 2002 

Revision: December 9, 2003