**Exhibit 14.1**

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**BUSINESS CONDUCT POLICY**

 

**I.****              Preamble**

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A reputationof integrity is a priceless asset to any business enterprise.  Management of VICORP understands theimportance of this fundamental truth. They have worked hard to maintain high standards of business conduct notonly because it makes good business sense but because in the final analysis,the way in which a company conducts its business directly reflects the caliberof the business and its people.  Currentmanagement believes, as did those before us, that VICORP’s directors, officers,and employees have a responsibility to society, to VICORP’s stockholders and toeach other to continue this tradition.

 

The followingpolicies, practices, and standards generally represent the standards which havebeen observed over the years by VICORP’s personnel.  It is important that all of us recall andperiodically reaffirm our commitment to those policies and standards.

 

Theseguidelines, which are applicable to all directors, officers, employees,including contract labor, consultants, and representatives of the Company (“Employees”),deal with matters of ethics and responsible behavior – and are intended to bemore than high-sounding words.  You areencouraged to study this material and think about its application in thedischarge of your daily responsibilities and to act accordingly.

 

**II.****            GENERALSTANDARDS OF BUSINESS CONDUCT BY VICORP EMPLOYEES**

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It is thepolicy of VICORP that the business of this Company be conducted in compliancewith all applicable laws.  No VICORPEmployee should ever underestimate the importance of this requirement.

 

However,beyond mere legal compliance, VICORP expects each Employee to observe standardsof highest integrity and scrupulous dealings in carrying out his or herday-to-day responsibilities.

 

VICORP’smanagement cares how results are obtained. You are expected to deal honestly and forthrightly with fellow Employeesand with others.  VICORP will nottolerate conduct which achieves results through violations of law or unscrupulousdealings.

 

**III.****           CONFLICTOF INTEREST**

 

All Employeesare expected to regulate their activities so as to avoid loss or embarrassmentto the Company which might arise from the influence of those activities onbusiness decisions or from disclosure or private use of the Company’s businessaffairs, information, or plans.

 

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While it isnot possible to develop a detailed set of rules covering all circumstances orserving as a substitute for good judgment, the following are examples of typesof activities by an Employee or member of an Employee’s household which mightcause conflicts of interest.

 

A.            Ownershipin any competing business or in any outside concern which does business withthe Company.

 

B.            Renditionof services as a director, manager or consultant, employee or independentcontractor to any outside concern which does business with the Company or is ina competing business, except with the Company’s specific prior knowledge andconsent.

 

C.            Representationof the Company in any transaction in which the Employee or a related person hasa substantial personal interest.

 

D.            Disclosureor use outside of that required specifically for the performance of your job ofconfidential, special, or inside information of or about the Company, includingtransactions either by yourself or “tipees” in the Company’s securities.

 

E.             Director indirect competition with the Company in the purchase or sale of property orproperty rights or interests.

 

F.             Usingemployees, materials, equipment, or other assets of the Company for anyunauthorized purpose.

 

G.            Involvementin any other business activity, transaction, or relationship which couldreasonably be interpreted by others as illegal or unethical conduct or inconflict with the interest of the Company.

 

**IV.****           GIFTSAND ENTERTAINMENT**

 

A.            **Acceptance of Gifts and Entertainment by VICORP Employees.**  In general, VICORP Employees should not seekor accept any gifts, services, valuable privileges, vacations, or pleasuretrips without a business purpose, loans (other than conventional loans fromlending institutions), or other favors from any person or business organizationthat does or seeks to do business with or is a competitor of VICORP.  However, Employees may accept common courtesies(such as promotional gifts, business meals, entertainment, and the like)provided:

 

(1) that thecourtesies are consistent with accepted business practices for that division ofthe Company; and

 

(2) that thevalue of such courtesies is not in excess of prudent and reasonable levels.

 

B.            **Gifts and Entertainment for Others.**  VICORP Employees may provide or offer commoncourtesies (such as promotional items, business meals, entertainment, and thelike) to others provided:

 

(1) that thecourtesies served or are intended to serve a proper VICORP business purpose;

 

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(2) the item,meal, or entertainment is consistent with accepted business practices for thatdivision of the Company; and

(3) the valueof such courtesies is not in excess of prudent and reasonable levels.

 

However,VICORP Employees shall not provide or offer gifts, services, entertainment,privileges, or favors of any kind to any government, public agent, or publicemployee.

 

C.            **Use of Common Sense.**  Ultimately, conduct in this area is bestguided by common sense.  If publicdisclosure of all facts and circumstances relating to a gift or entertainmentwould seem likely to embarrass you or the Company, you should avoid or withdrawimmediately from the course of the conduct.

 

**V.****            ACCOUNTINGAND FINANCIAL INTEGRITY**

 

The foundationof modern corporate management is a reliable, accurate, and honest system ofaccounting.  A corporation simply cannotbe properly managed without fundamental commitment to the integrity of itsfinancial reporting system and its underlying framework of books and records.

 

In furtheranceof this commitment is VICORP’s policy:

 

A.            ThatCompany funds and other assets may only be used for lawful and proper purposes;

 

B.            Thatall Company funds and other assets must be properly and accurately recorded onthe books and records of the Company; and

 

C.            Thatall transactions involving Company funds and other assets must be accuratelyreflected on the books and records of the Company and all documentation tosupport such transactions must clearly and accurately reflect their purpose andnature.

 

Falsificationof Company books and records, misleading book entries, and the maintenance ofoff-record filings, accounts, or other assets are strictly prohibited.

 

**VI.****           POLITICALACTIVITY**

 

Norepresentative of the Company may make any contribution or agreement tocontribute any money, property, or services of any officer or employee atCompany expense to any political candidate, party, organization, committee, orindividual or for any other political purpose whatsoever unlessauthorized.  Authorization must bereceived in advance of any proposed activity and must be in writing from thePresident of the Company and will be granted only for activities in thosestates where such contributions and activities are legal.  Under Federal law, corporate facilities orother assets may not be used in any manner by or for the benefit of federalpolitical candidates or parties. Accordingly, no authorization will be given for such purposes.  Employees may, of course, personallyparticipate and contribute to political organizations or campaigns, but forsuch participation, they must do so on their own time, away from the Companypremises with their own funds, and in their own names.

 

**VII.****         UNDISCLOSEDINFORMATION AND SECURITIES LAWS**

 

It is VICORP’spolicy that Employees may not, without proper authority, release or discussnon-public information with anyone not employed by VICORP or with any VICORPEmployee who has no need for the information. Non-public information is information which is not available fromexternal sources and which generally gives

 

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VICORP some advantage overothers, including financial projections, future business plans and thelike.  Employees should be particularlycareful with information that might adversely affect VICORP’s interest ifconveyed to persons outside the company.

 

The SecuritiesLaws also regulate the handling of undisclosed (“insider”) information bycompanies whose securities are traded on public stock exchanges.  These laws are designed to protect publicinvestors by requiring timely disclosure of material information by suchcorporations.  The laws also restrictcertain stock trading practices by persons having advance access to materialinside information (significant information which has not been publiclydisclosed by the corporation).  Violationof these laws may lead to civil and criminal actions against the individual andVICORP.

 

It is strictCompany policy that any Employee who acquires material inside information maynot use such information to his or her personal advantage (or that of anyimmediate family member) by engaging in transactions in VICORP’ssecurities.  VICORP Employees may not buyor sell VICORP stock if they have information which might influence the valueof the Company’s stock and which is not readily available to the public.

 

**VIII.****        USEOF AGENTS AND NON-EMPLOYEES**

 

VICORPofficers or employees should not retain any agents, consultants, or otherrepresentatives to engage in conduct that violates the law or this policy, orwhich circumvents the spirit of either standard.

 

**IX.****           RESPONSIBILITIESOF MANAGEMENT**

 

Officers,managers, and supervisors of VICORP are required to be aware of those lawsapplicable to their respective areas of responsibility and of the Company’spolicies which relate to their respective areas of Company operations.  It is also the responsibility of managementto be aware of how those operations are being conducted by personnel undertheir supervision.  Managers may beliable under the law for gross and repeated wrongful actions of employees undertheir supervision – even though the manager may have had no actual knowledge ofthe conduct in question.

 

**X.****            DISCLOSURE**

 

For theprotection of both the Company and the individual, it is essential that eachEmployee make prompt and full disclosure to his or her supervisor of anysituation which may involve a conflict of interest, whether or not the Employeeis personally involved.  All informationso disclosed will be treated as confidential, except to the extent necessaryfor the protection of the interests of the Company.  In any case where a VICORP Employee isuncertain as to the status of a particular action, the matter should bediscussed with the appropriate level of management and, if necessary, theCompany’s legal department prior to the taking of any such action.

 

**XI.****           CONCLUSION**

 

The principalpurpose of VICORP’s business conduct policy is to inform all VICORP Employeesof the standards they are expected to observe in conducting the day-to-dayaffairs of the Company.  To this end, youare asked to thoroughly review this material, to raise questions of interpretationwhen necessary to ensure your own understanding of its terms, and toperiodically re-read this policy.

 

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