**Exhibit 14.1**

 

**BUSINESS CONDUCT POLICY**

 

**I.****              PREAMBLE**

A reputation of integrity is a priceless asset to any businessenterprise.  Management of VICORP understand the importance of this fundamental truth.  They have worked hard to maintain highstandards of business conduct not only because it makes good business sense butbecause in the final analysis, the way in which a company conducts its businessdirectly reflects the caliber of the business and its people.  Current management believes, as did thosebefore us, that VICORP’s directors, officers, and employees have aresponsibility to society, to VICORP’s customers and clients, and to each otherto continue this tradition.

 

The following policies, practices, and standards generally representthe standards which have been observed over the years by VICORP’spersonnel.  It is important that all ofus recall and periodically reaffirm our commitment to those policies andstandards.

 

These guidelines, which are applicable to all directors, officers,employees, including contract labor, consultants, and representatives of theCompany (“Employees”), deal with matters of ethics and responsible behavior –and are intended to be more than high-sounding words.  You are encouraged to study this material andthink about its application in the discharge of your daily responsibilities andto act accordingly.  A failure to complywith these standards will result in disciplinary action, which may includetermination.

 

**II.****            GENERAL STANDARDS OFBUSINESS CONDUCT BY VICORP EMPLOYEES – COMPLIANCE WITH ALL APPLICABLE LAWS**

It is the policy of VICORP that the business of this Company beconducted in compliance with all applicable laws.  No VICORP Employee should ever underestimatethe importance of this requirement.

 

However, beyond mere legal compliance, VICORP expects each Employee toobserve standards of highest integrity and scrupulous dealings in carrying outhis or her day-to-day responsibilities.

 

VICORP’s management cares how results are obtained.  You are expected to deal honestly andforthrightly with fellow Employees and with others.  VICORP will not tolerate conduct whichachieves results through violations of law or unscrupulous dealings.

 

Employees must acquaint themselves with the legal requirements thatapply to their assigned duties and responsibilities and conduct themselves infull compliance of those requirements. While VICORP will make every effort to provide compliance information to all Employees and to respond to allinquiries, no program, however 

 

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comprehensive, can anticipate everysituation that may present legal and ethical issues.  Therefore, each colleague must exercise goodjudgment, be committed to upholding VICORP’s standards of integrity andbusiness ethics, and must seek guidance when in doubt.  VICORP’s Legal Department is available toconsult with Employees of VICORP regarding guidelines for complying withspecific laws, rules, and regulations.

 

**III.****           CONFLICT OF INTEREST**

All Employees are expected to regulate their activities so as to avoidloss or embarrassment to the Company which might arise from the influence ofthose activities on business decisions or from disclosure or private use of theCompany’s business affairs, information, or plans.

 

All Employees must identify and avoid any potential conflict ofinterest with regard to VICORP’s interests. A “conflict of interest” exists whenever an individual’s privateinterests interfere or conflict in any way (or even appear to interfere orconflict) with the interests of VICORP, or an individual receives improperpersonal benefits because of his or her position with VICORP.

 

Conflicts of interest must be brought to the attention of a supervisor,executive management, or the Board of Directors.  If there is any question as to whether asituation creates a conflict of interest, the facts surrounding the situationmust be brought to the attention of a supervisor or the Employee may consultwith VICORP’s Legal Department.  Allconflicts of interest are prohibited unless the facts surrounding the conflictof interest have been reviewed and approved by the Board of Directors or otherappropriate management.

 

While it is not possible to develop a detailed set of rules coveringall circumstances or serving as a substitute for good judgment, the followingare examples of types of activities by an Employee or member of an Employee’shousehold which might cause conflicts of interest.

 

A.            Ownership in anycompeting business or in any outside concern which does business with theCompany.

 

B.            Rendition of servicesas a director, manager or consultant, employee or independent contractor to anyoutside concern which does business with the Company or is in a competingbusiness, except with the Company’s specific prior knowledge and consent.

 

C.            Representation of theCompany in any transaction in which the Employee or a related person has asubstantial personal interest.

 

D.            Disclosure or useoutside of that required specifically for the performance of your job ofconfidential, special, or inside information of or about the Company.

 

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E.             Direct or indirectcompetition with the Company in the purchase or sale of property or propertyrights or interests.

 

F.             Using employees,materials, equipment, or other assets of the Company for any unauthorizedpurpose.

 

G.            Involvement in anyother business activity, transaction, or relationship which could reasonably beinterpreted by others as illegal or unethical conduct or in conflict with the interestof the Company.

 

Employees owe a duty to the Company to advance its legitimate interestswhen the opportunity to do so arises. Employees may not take personal advantage of opportunities that properlybelong to the Company.  Any opportunitythat an Employee develops on behalf of the Company, using Company informationor using his or her position with the Company, properly belongs to theCompany.  An Employee may not use theCompany’s property or information, or his or her position with the Company, forimproper personal gain.  Employees maynot compete, directly or indirectly, with the Company.

 

**IV.****           GIFTS AND ENTERTAINMENT**

A.            **Acceptanceof 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 commoncourtesies (such as promotional gifts, business meals, entertainment, and thelike) provided:

(1) that the courtesies are consistent withaccepted business practices for that division of the Company; and

(2) that the value of such courtesies is notin excess of prudent and reasonable levels.

 

B.            **Gifts andEntertainment for Others.** VICORP Employees may provide or offer common courtesies (such aspromotional items, business meals, entertainment, and the like) to othersprovided:

(1) that the courtesies served or are intendedto serve a proper VICORP business purpose;

(2) the item, meal, or entertainment isconsistent with accepted business practices for that division of the Company;and

(3) the value of such courtesies is not inexcess 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, publicagent, or public employee.

 

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No Employee shall offer, give, or promise a gift of any kind whatsoeveras a means of persuading a person to do or refrain from doing anything relatingto a business transaction between the Company and any corporation, partnership,or individual proprietorship.  No part ofany payment in connection with any commercial transaction shall be paid topersons other than those legally entitled to such amounts or services lawfullyrendered or material actually furnished. Money paid directly or indirectly to any vendor or agent in connectionwith any commercial transaction shall represent no more than the appropriatefee for services rendered by said vendor or agent in the transaction.

 

C.            **Use ofCommon Sense.**  Ultimately, conductin this area is best guided by common sense. If public disclosure of all facts and circumstances relating to a giftor entertainment would seem likely to embarrass you or the Company, you shouldavoid or withdraw immediately from the course of the conduct.

 

Should you as an Employee have any questions concerning theappropriateness of accepting or offering of gifts and entertainment, directyour inquiries to the Company’s Legal Department.

 

**V.****            ACCOUNTING ANDFINANCIAL INTEGRITY**

The foundation of modern corporate management is a reliable, accurate,and honest system of accounting.  Acorporation simply cannot be properly managed without fundamental commitment tothe integrity of its financial reporting system and its underlying framework ofbooks and records.

 

In furtherance of this commitment is VICORP’s policy:

A.            That Company funds andother assets may only be used for lawful and proper purposes;

B.            That all Company fundsand other assets must be properly and accurately recorded on the books and recordsof the Company; and

C.            That all transactionsinvolving Company funds and other assets must be accurately reflected on thebooks and records of the Company and all documentation to support suchtransactions must clearly and accurately reflect their purpose and nature.

 

Falsification of Company books and records, misleading book entries,and the maintenance of off-record filings, accounts, or other assets arestrictly prohibited.

 

It shall be the responsibility of the Company’s Chief Financial Officerand Controller to use their best efforts to ensure that the Company’s financialcondition and results of operations are at all times fairly and accuratelyreported in accordance with generally accepted accounting principles.  These officers shall maintain books andrecords and a system of financial reporting controls that ensures fair andaccurate reporting of financial information and, together with the ChiefExecutive Officer, will apply these systems and direct their own actions at alltimes in a manner that results in a fair and honest reporting of the Company’sfinancial results and will ensure that the 

 

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principles of fair and honest financialreporting and accountability are adhered to throughout the Company.

If any Employee has concerns or complaints regarding questionableaccounting or auditing matters of the Company, he or she must submit thoseconcerns or complaints to a supervisor, a member of senior management, or theAudit Committee of the Board of Directors. Communications to the Audit Committee may be addressed to itsChairman.  The Audit Committee will keepconcerns and complaints brought to its attention confidential subject to itsduties arising under applicable law, regulations, and legal proceedings.

 

**VI.****           POLITICAL ACTIVITY**

No representative of the Company may make any contribution or agreementto contribute 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 the ChiefExecutive Officer and Corporate Attorney of the Company and will be grantedonly for activities in those states where such contributions and activities arelegal.  Under Federal law, corporatefacilities or other assets may not be used in any manner by or for the benefitof federal political 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.****         UNDISCLOSED INFORMATIONAND SECURITIES LAWS**

It is VICORP’s policy that Employees may not, without proper authority,release or discuss non-public information with anyone not employed by VICORP orwith any VICORP Employee who has no need for the information.  Non-public information is information whichis not available from external sources and which generally gives VICORP someadvantage over others, including financial projections, future business plans andthe like.  Employees should beparticularly careful with information that might adversely affect VICORP’sinterest if conveyed to persons outside the company.

 

It is strict Company policy that any Employee who acquires materialinside information may not use such information to his or her personaladvantage (or that of any immediate family member) by engaging in transactionsin VICORP’s securities.

 

The Company is required to make accurate and timely filings with theSecurities & Exchange Commission.  Dependingon their position with the Company, an Employee may be called upon to providenecessary information to assure that the Company’s public reports are full,fair, accurate, timely, and understandable. In particular, the Company’s Chief Executive Officer and Chief FinancialOfficer shall be responsible for creating, maintaining, and regularlyevaluating the effectiveness of a system of disclosure and control proceduresdesigned to capture and timely and accurately report all information,including, without limitation, financial information, required to be 

 

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disclosed under applicable securities lawsin all filings with the Securities & Exchange Commission.  The Company expects its employees to take thisresponsibility very seriously and to promptly provide accurate answers toinquiries related to the Company’s public disclosure requirements.

 

**VIII.****        INTEGRITY OF RECORDS**

Transactional records between VICORP and outside individuals,businesses, and organizations must be carefully and honestly prepared and mustbe an accurate representation of the transaction.  False or misleading statements and suchdocumentation are not permitted and may be illegal.  In no event shall any person destroy anyCompany records, even if destruction is consistent with the document retentionpolicy, if such person has actual knowledge that such records are relevant toany pending or threatened claim, litigation, arbitration, or governmentalinvestigation or proceeding.

 

**IX.****           USE OF AGENTS ANDNON-EMPLOYEES**

VICORP officers or employees should not retain any agents, consultants,or other representatives to engage in conduct that violates the law or thispolicy, or which circumvents the spirit of either standard.

 

**X.****            USE OF COMPANY ASSETS**

All Employees must use the Company’s assets for legitimate businesspurposes only.  The Company expects itsEmployees to use the Company’s assets efficiently and with care so that theassets can be employed profitably.

 

**XI.****           RESPONSIBILITIES OFMANAGEMENT**

Officers, managers, and supervisors of VICORP are required to be awareof those laws applicable to their respective areas of responsibility and of theCompany’s policies which relate to their respective areas of Companyoperations.  It is also the responsibilityof management to be aware of how those operations are being conducted bypersonnel under their supervision. Managers may be liable under the law for gross and repeated wrongfulactions of employees under their supervision – even though the manager may havehad no actual knowledge of the conduct in question.

 

**XII.****         DISCLOSURE / EMPLOYEECOMPLAINT PROCEDURE**

For the protection of both the Company and the individual, it isessential that each Employee make prompt and full disclosure through the EmployeeComplaint Procedure (which is incorporated into the Business Conduct Policy) ofany situation which may involve a conflict of interest, whether or not theEmployee is personally involved.  Allinformation so disclosed will be treated as confidential, except to the extentnecessary for 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.

 

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**XIII.****        CONCLUSION**

The principal purpose of VICORP’s business conduct policy is to informall VICORP Employees of the standards they are expected to observe inconducting the day-to-day affairs of the Company.  To this end, you are asked to thoroughlyreview this material, to raise questions of interpretation when necessary toensure your own understanding of its terms, and to periodically re-read thispolicy.

 

Over the years VICORP has issued policies addressing many of thematters discussed in this Policy.  Manyof these existing policies provide more detailed guidelines.  All of these existing policies are beingreviewed to ensure that they are up to date and consistent with the BusinessConduct Policy.  In the meantime,Employees should continue to adhere to and be guided by these existingpolicies.  In the event that an existingpolicy is inconsistent with this Business Conduct Policy, you should follow theBusiness Conduct Policy and bring the matter to the attention of seniormanagement and, if necessary, the Company’s Legal Department.

 

This Business Conduct Policy is not a contract of employment and doesnot create any contractual rights of any kind between Employees and theCompany.  VICORP reserves the right tomodify or change the Business Conduct Policy at any time.  Where applicable laws pertaining toemployment contain mandatory requirements that differ from the provisions ofthis Business Conduct Policy, such requirements will prevail for Employeesworking in locations that are subject to those laws.

 

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**EMPLOYEE COMPLAINT PROCEDURE**

 

*The following procedures are to be used forthe submission of complaints or concerns regarding financial statementdisclosures, accounting, internal accounting controls, auditing matters, orviolation of the Company’s Business Conduct Policy.*

 

Any Employee may submit a good faith complaint regarding accounting orauditing matters or code violations to the Company’s management without fear ofdismissal or retaliation of any kind. VICORP is committed to achieving compliance with all applicablesecurities laws and regulations, accounting standards, accounting controls, andaudit practices.  VICORP’s AuditCommittee will oversee treatment of Employee concerns.

 

In order to facilitate the reporting of Employee complaints, theCompany’s Audit Committee has established the following procedures for (i) thereceipt, retention, and treatment of complaints regarding accounting, internalaccounting controls, auditing matters, or violation of the Company’s BusinessConduct Policy (“Accounting Matters”); and (ii) the confidential, anonymoussubmission by Employees of concerns regarding questionable accounting matters.

 

Receipt of Employee Complaints.

Employees may forward concerns regarding accounting matters or otherviolations of the Company’s Business Conduct Policy on a confidential oranonymous basis to the Corporate Attorney through e-mail or regular maildirected to Gary F. Burke, Corporate Attorney, 400 West 48th Avenue, Denver,Colorado 80216, e-mail gary.burke@vicorpinc.com.

 

Scope of Matters Covered by These Procedures

These procedures relate to Employee complaints relating to anyquestionable accounting or auditing matters, including:

•      Fraudor deliberate error in the preparation, evaluation, review, or audit of anyfinancial statement of the Company

•      Fraudor deliberate error in the recording and maintaining of financial records ofthe Company

•      Deficienciesin or non-compliance with the Company’s internal accounting controls

•      Misrepresentationor false statement to or by a senior officer or accountant regarding a mattercontained in the financial records, financial reports, or audit reports of theCompany

•      Deviationfrom full and fair reporting of the Company’s financial condition

•      Violationsof VICORP’s Business Conduct Policy

 

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Treatment of Complaints

Upon receipt of a complaint, VICORP’s Corporate Attorney will (i)determine whether the complaint actually pertains to accounting matters and(ii) when possible, acknowledge receipt of the complaint to the sender.

 

Complaints relating to accounting matters will be reviewed under AuditCommittee direction and oversight by the Chief Financial Officer or CorporateAttorney or such other persons as the Audit Committee determines to beappropriate.  Complaints relating topossible violations of the Business Conduct Policy will be reviewed underCorporate Attorney direction and oversight by the Chief Executive Officer.  Any review will be conducted in aconfidential manner to the fullest extent possible, consistent with the need toconduct an adequate review.  The AuditCommittee or Corporate Attorney may enlist Employees and/or outside legal,accounting, or other advisers, as appropriate, to conduct any investigation ofcomplaints regarding financial statement disclosures, accounting, internal accounting controls, auditing matters, orviolations of the Company’s Business Conduct Policy.

 

Prompt and appropriate corrective action will be taken when and aswarranted in the judgment of the Audit Committee or Corporate Attorney, whichmay include, alone or in combination, a warning or letter of reprimand,demotion, loss of merit increase, bonus or stock options, suspension withoutpay, or termination of employment or other appropriate action as required.

 

The Company will not discharge, demote, suspend, threaten, harass, orin any manner discriminate against any Employee in the terms and conditions ofemployment based upon any lawful action of such Employee with respect to goodfaith reporting of complaints regarding accounting matters or otherwise asspecified in Section 8.06 of Sarbanes-Oxley Act of 2002.

 

Reporting and Retention of Complaints andInvestigation

The Company, through the Corporate Attorney, will maintain a log of allcomplaints, tracking their receipt, investigation, and resolution and prepare asummary report for the Audit Committee on a quarterly basis or more frequentlyif warranted.  If there have been nocomplaints, the quarterly report will specifically state that fact.  Copies of complaints in the log will bemaintained in accordance with the Company’s document retention policy, whichshall be for no less than seven (7) years.

 

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