Policy Statement

Am I following the spirit, as well as the letter, of any law, this Code or other Company policy?

Would I want my actions reported on 60 Minutes?

What would my family, friends or neighbors think of my actions?

Will there be any direct or indirect negative consequences for the Company?

Compliance with Laws and Regulations (including insider trading laws)

Full, Fair, Accurate, Timely and Understandable Disclosure

Special Ethics Obligations For Employees With Financial Reporting Responsibilities

Perform his or her duties in an honest and ethical manner;

Handle all actual or apparent conflicts of interest between his or her personal and professional relationships in an ethical manner;

Maintain familiarity with and comply with the Company's disclosure controls and procedures and its internal control over financial reporting;

Take all necessary actions to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, government agencies and in other public communications;

Comply with all applicable laws, rules and regulations of federal, state and local governments; and

Proactively promote and be an example of ethical behavior in the work environment.

Conflicts of Interest and Corporate Opportunities

you, or a member of your family, receive improper personal benefits as a result of your position in the Company;

you use Company property for your personal benefit;

you engage in activities that interfere with your loyalty to the Company or your ability to perform Company duties or responsibilities effectively;

you work simultaneously (whether as an employee or a consultant) for a competitor, customer or supplier;

you, or a member of your family, have a financial interest in a customer, supplier, or competitor which is significant enough to cause divided loyalty with the Company or the appearance of divided loyalty (the significance of a financial interest depends on many factors, such as size of investment in relation to your income, net worth and/or financial needs, your potential to influence decisions that could impact your interests, and the nature of the business or level of competition between the Company and the supplier, customer or competitor);

you, or a member of your family, acquire an interest in property (such as real estate, patent or other intellectual property rights or securities) in which you have reason to know the Company has, or might have, a legitimate interest;

you, or a member of your family, receive a loan or a guarantee of a loan from a customer, supplier or competitor (other than a loan from a financial institution made in the ordinary course of business and on an arm’s-length basis);

you divulge or use the Company’s confidential information – such as financial data, customer information, or computer programs – for your own personal or business purposes;

you make gifts or payments, or provide special favors, to customers, suppliers or competitors (or their immediate family members) with a value significant enough to cause the customer, supplier or competitor to make a purchase, or take or forego other action, which is beneficial to the Company and which the customer, supplier or competitor would not otherwise have taken; or

you are given the right to buy stock in other companies or you receive cash or other payments in return for promoting the services of an advisor, such as an investment banker, to the Company.

Entertainment, Gifts and Gratuities

Receipt of Gifts and Entertainment.  Company directors, officers and employees must not accept any gifts, entertainment or gratuities that could influence or be perceived to influence their business decisions on behalf of the Company.  They must never request or ask for gifts, entertainment or any other business courtesies from people doing business with the Company.  Unsolicited gifts and business courtesies, including meals and entertainment, are permissible if they are customary and commonly accepted business courtesies; are not excessive in value (based on reasonable business judgment); and are given and accepted without an express or implied understanding that the individual is in any way obligated by his or her acceptance of the gift.  Without limiting the foregoing, an employee may not accept gift cards or gift certificates in excess of $100.00 from any single individual or entity doing business with the Company during any calendar year.  Gifts that are outside these guidelines may not be accepted without the prior written approval of the Company’s General Counsel or in the case of directors, from the Chairman of the Audit Committee.  Except for gift cards and gift certificates, any other gifts of cash or cash equivalents (including securities, below-market loans, etc.) in any amount are prohibited and must be returned promptly to the donor.  Loans (not including loans at market rates from financial institutions made in the ordinary course of business) from any counter-party, or entity in which the Company has an interest, are prohibited.

Offering Gifts and Entertainment.  When the Company is providing a gift, entertainment or other accommodation in connection with Company business, it must do so in a manner that is in good taste and without excessive expense.  Company directors, officers and employees may not furnish or offer to furnish any gift that goes beyond the common courtesies associated with accepted business practices or that are excessive in value.  The above guidelines for receiving gifts should be followed in determining when it is appropriate to give gifts and when prior written approval is necessary.  Companies with which we do business likely have gift and entertainment policies of their own.  We must be

Confidentiality

Record Retention

Fair Dealing

bribery or payoffs to induce business or breaches of contracts by others;

acquiring a competitor's trade secrets through bribery or theft;

making false, deceptive or disparaging claims or comparisons about competitors or their products or services; or

mislabeling products or services.

Protection and Proper Use of Company Assets

Responding to Inquiries from Press and Others

Interacting With Government

Reporting Violations of Company Policies and Receipt of Complaints Regarding Financial Reporting or Accounting Issues

In the event you believe a violation of this Code, or a violation of applicable laws and/or governmental regulations has occurred or you have observed or become aware of conduct which appears to be contrary to the Code, immediately report the situation to your supervisor, the General Counsel or the Chairman of the Audit Committee.  Supervisors or managers who receive any report of a suspected violation must report the matter to the General Counsel.

If you have or receive notice of a complaint or concern regarding the Company’s financial disclosure, accounting practices, internal accounting controls, auditing,

If you wish to report any such matters anonymously or confidentially, then you may do so as follows:

Mail a description of the suspected violation or other complaint or concern to:

Call the toll-free line established by the Company at (800) 574-4614 or submit a form at ucp.silentwhistle.com. A verbatim written transcription of your compliant will immediately be directed to the Audit Committee members.

Use common sense and good judgment; Act in good faith.  You are expected to become familiar with and to understand the requirements of this Code.  If you become aware of a suspected violation, don’t try to investigate it or resolve it on your own.  Prompt disclosure to the appropriate parties is vital to ensuring a thorough and timely investigation and resolution.  The circumstances should be reviewed by appropriate personnel as promptly as possible, and delay may affect the results of any investigation.  A violation of the Code, or of applicable laws and/or governmental regulations is a serious matter and could have legal implications.  Allegations of such behavior are not taken lightly and should not be made to embarrass someone or put him or her in a false light.  Reports of suspected violations should always be made in good faith.

Internal investigation.  When an alleged violation of this Code, applicable laws and/or governmental regulations is reported, the Company will take appropriate action in accordance with the compliance procedures outlined in Section 14 of this Code.  You are expected to cooperate in internal investigations of alleged misconduct or violations of this Code or of applicable laws or regulations.

No fear of retaliation.  It is Company policy that there be no intentional retaliation against any person who provides truthful information to a Company or law enforcement official concerning a possible violation of any law, regulation or Company policy, including this Code.  Persons who retaliate may be subject to civil, criminal and administrative penalties, as well as disciplinary action, up to and including termination of employment.  In cases in which you report a

Compliance Procedures

Compliance.  You are expected to become familiar with and understand the requirements of this Code.  Most importantly, you must comply with it.

Responsibility.  The Company’s General Counsel shall be responsible for ensuring that the Code is established and effectively communicated to all employees, officers and Directors.  Although the day-to-day compliance issues will be the responsibility of the Company’s managers, the Audit Committee Chairman and the General Counsel have ultimate accountability with respect to the overall implementation of and successful compliance with this Code.

Internal Reporting of Violations.  The Company’s efforts to ensure observance of, and adherence to, the goals and policies outlined in this Code mandate that all employees, officers and directors of the Company report suspected violations in accordance with Section 13 of this Code.

Screening of Employees.  The Company shall exercise due diligence when hiring and promoting employees and, in particular, when conducting an employment search for a position involving the exercise of substantial discretionary authority, such as a member of the executive team, a senior management position or an employee with financial management responsibilities.  The Company shall make reasonable inquiries into the background of each individual who is a candidate for such a position.  All such inquiries shall be made in accordance with applicable laws and good business practice.

Access to the Code.  The Company shall ensure that employees, officers and directors may access this Code on the Company’s website.  In addition, each

Monitoring.  The officers of the Company shall be responsible for reviewing this Code with all of the Company’s managers.  In turn, the Company’s managers with supervisory responsibilities should review this Code with their direct reports.  Managers are the “go to” persons for employee questions and concerns relating to this Code, especially in the event of a potential violation.  Managers or supervisors will immediately report any violations or allegations of violations to the General Counsel.  Managers will work with the General Counsel in assessing areas of concern, potential violations, any needs for enhancement of this Code or remedial actions to affect this Code’s policies and overall compliance with this Code and other related policies.

Internal Investigation.  When an alleged violation of this Code is reported, the Company shall take prompt and appropriate action in accordance with the law and regulations and otherwise consistent with good business practice.  If the suspected violation appears to involve either a possible violation of law or an issue of significant corporate interest, or if the report involves a complaint or concern of any person, whether employee, a shareholder or other interested person regarding the Company’s financial disclosure, internal accounting controls, questionable auditing or accounting matters or practices or other issues relating to the Company’s accounting or auditing, then the manager or investigator must immediately notify the General Counsel,  who, in turn, shall notify the Chairman of the Audit Committee.  If a suspected violation involves any director or executive officer or if the suspected violation concerns any fraud, whether or not material, involving management or other employees who have a significant role in the Company’s internal controls, any person who received such report should immediately report the alleged violation to the General Counsel and the Chairman of the Audit Committee. The General Counsel and the Chairman of the Audit Committee shall assess the situation and determine the appropriate course of action.  At a point in the process consistent with the need not to compromise the investigation, a person who is suspected of a violation shall be apprised of the alleged violation and shall have an opportunity to provide a response to the investigator.

Disciplinary Actions.  Subject to the following sentence the General Counsel, after consultation with the human resources and legal departments, shall be responsible for implementing the appropriate disciplinary action in accordance with the Company’s policies and procedures for any employee who is found to have violated this Code.  If a violation has been reported to the Audit Committee or another committee of the Board, that Committee shall be responsible for determining appropriate disciplinary action.  Any violation of applicable law or any deviation from the standards embodied in this Code will result in disciplinary action, up to and including termination of employment.  Any employee engaged in the exercise of substantial discretionary authority who is found to have engaged in a violation of law or unethical conduct in connection with the performance of

Retention of Reports and Complaints.  All reports and complaints made to or received by the General Counsel or the Chairman of the Audit Committee shall be logged into a record maintained for this purpose by the General Counsel and the record of such report shall be retained for five (5) years.

Required Government Reporting.  Whenever conduct occurs that requires a report to the government, the General Counsel shall be responsible for complying with such reporting requirements.

Corrective Actions.  Subject to the following sentence, in the event of a violation of the Code, the manager and General Counsel should assess the situation to determine whether the violation demonstrates a problem that requires remedial action as to Company policies and procedures.  If a violation has been reported to the Audit Committee, that Committee shall be responsible for determining appropriate remedial or corrective actions.  Such corrective action may include providing revised public disclosure, re-training Company employees, modifying Company policies and procedures, improving monitoring of compliance under existing procedures and other action necessary to detect similar non-compliant conduct and prevent it from occurring in the future.  Such corrective action shall be documented, as appropriate.

At-Will Employment

Disclosure and Consent Procedures for Directors

Publication of the Code of Business Conduct and Ethics; Amendments and Waivers of the Code of Business Conduct and Ethics

serves as UCP's corporate memory;

has enduring business value (for example, it provides a record of a business transaction, evidences UCP's rights or obligations, protects UCP's legal interests or ensures operational continuity); and

must be kept to satisfy legal, accounting or other regulatory requirements.

Appointment books and calendars.

Audio and video recordings.

Computer programs.

Printed Documents.

Electronic files.

E-mails.

Handwritten notes.

Invoices.

Letters and other correspondence.

Memory in cell phones and PDAs.

Online postings, such as on Facebook, Twitter, Vine and other sites.

Test samples.

Voicemails.

Duplicates of originals that have not been annotated.

Preliminary drafts of letters, memoranda, reports, worksheets and informal notes that do not represent significant steps or decisions in the preparation of an official record.

Books, periodicals, manuals, training binders and other printed materials obtained from sources outside of UCP and retained primarily for reference purposes.

Spam and junk mail.

Administering the document management program and helping department heads implement it and related best practices.

Planning, developing and prescribing document disposal policies, systems, standards and procedures.

Monitoring departmental compliance so that employees know how to follow the document management procedures and the Legal Department has confidence that UCP's records are controlled.

Ensuring that senior management is aware of their departments' document management responsibilities.

Developing and implementing measures to ensure that the Legal Department knows what information UCP has and where it is stored, that only authorized users have access to the information, and that UCP keeps only the information it needs, thereby efficiently using space.

Establishing standards for filing and storage equipment and recordkeeping supplies.

In cooperation with department heads, identifying essential records and establishing a disaster plan for each office and department to ensure maximum availability of UCP's records in order to reestablish operations quickly and with minimal interruption and expense.

Developing procedures to ensure the permanent preservation of UCP's historically valuable records.

Providing document management advice and assistance to all departments by preparing manuals of procedure and policy and by on-site consultation.

Determining the practicability of and, if appropriate, establishing a uniform filing system and a forms design and control system.

Ensuring that the maintenance, preservation, microfilming, computer disk storage, destruction or other disposition of UCP's records is carried out in accordance with this policy, the procedures of the document management program and the requirements of federal and state law.

Planning the timetable for the annual records destruction exercise and the annual records audit, including setting deadlines for responses from departmental staff.

Maintaining records on the volume of records destroyed under the Records Retention Schedule and the records stored electronically.

Evaluating the overall effectiveness of the document management program.

Reporting annually to the Legal Department on the implementation of the document management program in each of UCP's departments.

Bringing to the attention of the Legal Department any noncompliance by department heads or other employees with this policy and UCP's document management program.