**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 fundamentaltruth. 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. 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’s personnel. Itis important that all of us recall and periodically reaffirm our commitment tothose policies and standards.

 

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 tostudy this material and think about its application in the discharge of yourdaily responsibilities and to act accordingly. A failure to comply with thesestandards will result in disciplinary action, which may include termination.

 

**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 shouldever underestimate the 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 todeal honestly and forthrightly with fellow Employees and with others. VICORPwill not tolerate conduct which achieves results through violations of law orunscrupulous 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 toprovide compliance 

 

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information to all Employees and to respond to all inquiries, noprogram, however comprehensive, can anticipate every situation that may presentlegal 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 LegalDepartment is available to consult with Employees of VICORP regardingguidelines for complying with specific 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” existswhenever an individual’s private interests interfere or conflict in any way (oreven appear to interfere or conflict) with the interests of VICORP, or anindividual receives improper personal benefits because of his or her positionwith 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 towhether a situation creates a conflict of interest, the facts surrounding thesituation must be brought to the attention of a supervisor or the Employee mayconsult with VICORP’s Legal Department. All conflicts of interest areprohibited unless the facts surrounding the conflict of interest have beenreviewed and approved by the Board of Directors or other appropriatemanagement.

 

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 the Company.

 

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 theinterest of 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 advantageof opportunities that properly belong to the Company. Any opportunity that anEmployee develops on behalf of the Company, using Company information or usinghis or her position with the Company, properly belongs to the Company. AnEmployee may not use the Company’s property or information, or his or herposition with the Company, for improper personal gain. Employees may notcompete, directly or indirectly, with the Company.

 

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

 

A.            **Acceptanceof Gifts and Entertainment by VICORP Employees.**In general, VICORPEmployees should not seek or accept any gifts, services, valuable privileges,vacations, or pleasure trips without a business purpose, loans (other thanconventional loans from lending institutions), or other favors from any personor business organization that does or seeks to do business with or is acompetitor of VICORP. However, Employees may accept common courtesies (such aspromotional gifts, business meals, entertainment, and the like) provided:

 

(1) that the courtesies are consistent with accepted business practicesfor that division of the Company; and

 

(2) that the value of such courtesies is not in excess of prudent andreasonable levels.

 

B.            **Gifts andEntertainment for Others.**VICORP Employees may provide or offercommon courtesies (such as promotional items, business meals, entertainment,and the like) to others provided:

 

(1) that the courtesies served or are intended to serve a proper VICORPbusiness purpose;

 

(2) the item, meal, or entertainment is consistent with acceptedbusiness practices for that division of the Company; and

 

(3) the value of such courtesies is not in excess of prudent andreasonable 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 of any payment in connection with anycommercial transaction shall be paid to persons other than those legallyentitled to such amounts or services lawfully rendered or material actuallyfurnished. Money paid directly or indirectly to any vendor or agent inconnection with any commercial transaction shall represent no more than theappropriate fee for services rendered by said vendor or agent in thetransaction.

 

C.            **Use ofCommon Sense.**Ultimately, conduct in this area is best guided bycommon sense. If public disclosure of all facts and circumstances relating to agift or entertainment would seem likely to embarrass you or the Company, youshould avoid 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. A corporation simply cannot be properlymanaged without fundamental commitment to the integrity of its financialreporting system and its underlying framework of books 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 andrecords of 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. Theseofficers shall maintain books and records and a system of financial reportingcontrols that ensures fair and accurate reporting of financial information and,together with the Chief Executive Officer, will apply these systems and directtheir own actions at all times in a manner that results in a fair and honestreporting of the Company’s financial results and will ensure that the 

 

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principles of fair and honest financial reporting and accountabilityare 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 AuditCommittee may be addressed to its Chairman. 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 unless authorized. Authorizationmust be received in advance of any proposed activity and must be in writingfrom the Chief Executive Officer and Corporate Attorney of the Company and willbe granted only for activities in those states where such contributions andactivities are legal. Under Federal law, corporate facilities or other assetsmay not be used in any manner by or for the benefit of federal politicalcandidates or parties. Accordingly, no authorization will be given for suchpurposes. Employees may, of course, personally participate and contribute topolitical organizations or campaigns, but for such participation, they must doso on their own time, away from the Company premises with their own funds, andin 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-publicinformation is information which is not available from external sources andwhich generally gives VICORP some advantage over others, including financialprojections, future business plans and the 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. Depending on their position with theCompany, an Employee may be called upon to provide necessary information toassure that the Company’s public reports are full, fair, accurate, timely, andunderstandable. In particular, the Company’s Chief Executive Officer and ChiefFinancial Officer 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 laws in all filings with theSecurities & Exchange Commission. The Company expects its employees to takethis responsibility 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 misleadingstatements and such documentation are not permitted and may be illegal. In noevent shall any person destroy any Company records, even if destruction isconsistent with the document retention policy, if such person has actualknowledge that such records are relevant to any pending or threatened claim,litigation, arbitration, or governmental investigation 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 its Employees to use the Company’s assetsefficiently and with care so that the assets 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 Company operations.It is also the responsibility of management to be aware of how those operationsare being conducted by personnel under their 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.

 

**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. All information so disclosed will be treatedas confidential, except to the extent necessary for the protection of theinterests of the Company. In any case where a VICORP Employee is uncertain asto the status of a particular action, the matter should be discussed with theappropriate level of management and, if necessary, the Company’s Legal Departmentprior 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 tothoroughly review this material, to raise questions of interpretation whennecessary to ensure your own understanding of its terms, and to periodicallyre-read this policy.

 

Over the years VICORP has issued policies addressing many of thematters discussed in this Policy. Many of these existing policies provide moredetailed guidelines. All of these existing policies are being reviewed toensure that they are up to date and consistent with the Business Conduct Policy.In the meantime, Employees should continue to adhere to and be guided by theseexisting policies. In the event that an existing policy is inconsistent withthis Business Conduct Policy, you should follow the Business Conduct Policy andbring the matter to the attention of senior management and, if necessary, theCompany’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 the Company.VICORP reserves the right to modify or change the Business Conduct Policy atany time. Where applicable laws pertaining to employment contain mandatoryrequirements that differ from the provisions of this Business Conduct Policy,such requirements will prevail for Employees working in locations that aresubject 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 achievingcompliance with all applicable securities laws and regulations, accountingstandards, accounting controls, and audit practices. VICORP’s Audit Committeewill 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 any questionableaccounting 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

 

Treatment of Complaints

 

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

 

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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 to possible violations of the Business ConductPolicy will be reviewed under Corporate Attorney direction and oversight by theChief Executive Officer. Any review will be conducted in a confidential mannerto the fullest extent possible, consistent with the need to conduct an adequatereview. The Audit Committee or Corporate Attorney may enlist Employees and/oroutside legal, accounting, or other advisers, as appropriate, to conduct anyinvestigation of complaints regarding financial statement disclosures,accounting, internal accounting controls, auditing matters, or violations ofthe 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 no complaints, the quarterly report willspecifically 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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