**EXHIBIT 99.0**

** **

**EFJ, Inc.**

**E.F. Johnson Company**

**Transcrypt International, Inc.**

 

**CODE OF BUSINESS CONDUCT AND ETHICS**

 

**I.**                                         GENERAL POLICYSTATEMENT

** **

It is the policy of EFJ, Inc. (“theCompany”), the parent company of E.F. Johnson Company and Transcrypt International,Inc. to conduct its business in accordance with the highest ethical standardsin order to merit and maintain the complete confidence and trust of itsconsumers and the public in general. This Code of Personal and Business Conduct and Ethics (“Code”) addressesboth business and social relationships that may present legal and ethicalconcerns and also sets forth a code of conduct to guide the members of theboard of directors and staff members. We expect every employee, officer and director of the Company to readand understand the Code and its application to the performance of his or herbusiness responsibilities.  Directorsand staff members must conduct their personal affairs and maintain theirbusiness transactions in a manner which does not result in adverse comments orcriticisms from the public.

 

The term “staff member” refers to allofficers and employees of the Company.

Because the principlesdescribed in this Code are general in nature, you should also review allapplicable Company policies and procedures for more specific instruction, andcontact the Human Resources Department if you have any questions.

 

Nothing in this Code,in any Company policies and procedures, or in other related communications(verbal or written) creates or implies an employment contract or term ofemployment.

 

We are committed toregularly reviewing and updating our policies and procedures.  Therefore, this Code is subject tomodification. This Code supersedes all other such codes, policies, procedures,instructions, practices, rules or written or verbal representations to theextent they are inconsistent.

 

A.                                   Compliancewith Laws and Regulation

 

Ethicalbusiness conduct is critical to our business. It is our policy to fully comply with the spirit and intent of all applicablelaws, rules and regulations.  Violationsof these laws, rules and regulations can create significant civil and/orcriminal liability for you, the Company, our directors, officers and otheremployees.  We expect you to use goodjudgment and high ethical standards and to refrain from any form of illegal,dishonest or unethical conduct.

 

While we donot expect you to memorize every detail of these laws, rules and regulations,we want you to be able to determine when to seek advice from others.  If you do have a question in the area oflegal compliance, it is important that you not hesitate to seek answers fromyour supervisor or the Compliance Officer.

 

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Disregardof the law will not be tolerated.  Youshould be aware that conduct and records, including emails, are subject tointernal and external audits, and to discovery by third parties in the event ofa government investigation or civil litigation.  It is in everyone’s best interests to know and comply with ourlegal and ethical obligations.

 

B.                                     Administrationof the Code

 

It is yourresponsibility to be familiar with the Code. Supervising officers are expected to make every reasonable effort toensure that their subordinate staff continues to comply with the provisions ofthe Code.

 

Seniormanagement shall administer the Code, determine matters of interpretation, andcoordinate periodic changes to the Code. The continued implementation of the Code shall be accomplished by audit,examination and personnel procedures.

 

You areencouraged to seek the advice of the appropriate supervisor regarding questionsof interpretation and of the applicability of the provisions of the Code to aparticular situation.  You will berequired to sign a written acknowledgment of receipt of a copy of the Code andof any subsequent changes thereto andreturn the form to the Human Resources Department indicating that you havereceived, read, understand and agree to comply with the Code. The signedacknowledgment form will be located in your personnel file.

 

Part of your job and ethical responsibility is to help enforce this Code.You should be alert to possible violations and report possible violations tothe Human Resources Department. You must cooperate in any internal or externalinvestigations of possible violations. Reprisal, threats, retribution orretaliation against any person who has in good faith reported a violation or asuspected violation of law, this Code or other Company policies, or against anyperson who is assisting in any investigation or process with respect to such aviolation, is prohibited.

 

Violations of law, this Code, or other Company policies or proceduresshould be reported in accordance with Section VII.

 

Violations of law, this Code or other Company policies or procedures bystaff members can lead to disciplinary action up to and including termination.

 

In trying to determine whether any given action is appropriate, use thefollowing test.  Imagine that the wordsyou are using or the actions you are taking are going to be fully disclosed inthe media with all the details, including your photo. If you are uncomfortablewith the idea of this information being made public, perhaps you should thinkagain about your words or your course of action.

 

In all cases, if you are unsure about the appropriateness of an event oraction, please seek assistance in interpreting the requirements of thesepractices by contacting the Human Resources Department.

 

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**II.**                                     CONFLICTS OFINTEREST

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Each of us has aresponsibility to the Company, our stockholders and each other.  Although this duty does not prevent us fromengaging in personal transactions and investments, it does demand that we avoidsituations where a conflict of interest might occur or appear to occur.

 

A.                                   Policy

 

It is ourpolicy that directors, officers and employees do not engage in personal conductwhich will conflict with the interest of the Company.  It is important to avoid even the appearance of a conflict ofinterest, since the appearance can be as damaging to our reputation as anactual conflict.  Whether or not aconflict of interest exists or will exist can be unclear.  Conflicts of interest are prohibited unlessspecifically authorized as described below.

 

If you haveany questions about a potential conflict or if you become aware of an actual orpotential conflict, and you are not an officer or director of the Company, youshould discuss the matter with your supervisor or the Compliance Officer (asfurther described in Section VII). Supervisors may not authorize conflictof interest matters without first seeking the approval of the ComplianceOfficer and filing with the Compliance Officer a written description of theauthorized activity.  If the supervisoris involved in the potential or actual conflict, you should discuss the matterdirectly with the Compliance Officer. Officers and directors may seek authorization from the CorporateGovernance Committee. Factors that may be considered in evaluating a potentialconflict of interest are, among others:

 

•                                          whether it may interferewith the individual’s job performance, responsibilities or morale;

 

•                                          whether the individual hasaccess to confidential information;

 

•                                          whether it may interferewith the job performance, responsibilities or morale of others within theorganization;

 

•                                          any potential adverse orbeneficial impact on our business;

 

•                                          any potential adverse orbeneficial impact on our relationships with our customers or suppliers or otherservice providers;

 

•                                          whether it would enhance orsupport a competitor’s position;

 

•                                          the extent to which it wouldresult in financial or other benefit (direct or indirect) to the individual;

 

•                                          the extent to which it wouldresult in financial or other benefit (direct or indirect) to one of ourcustomers, suppliers or other service providers; and

 

•                                          the extent to which it wouldappear improper to an outside observer.

 

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B.                                     Gifts,Entertainment and Loans

 

An employee should notborrow money or accept gifts, entertainment or favors, directly or indirectly,from any organization or individual if doing so might impair or appear toimpair the employee’s ability to perform company duties or to exercise judgmentin a fair and unbiased manner. Employees may accept such gifts and offers onlyif:

 

•                                          they are of modest value and are customarybusiness items or activities

 

•                                          they are not excessive in frequency, and

 

•                                          they do not violate any law or these policies

 

Any gift, loan, favor or offer of entertainment thatviolates these guidelines must be returned promptly to the donor with anappropriate explanation. A gift to a close relative of an employee is alsotreated as a gift to the employee. If you have any questions concerning whetheran offer or gift violates this policy, you should discuss it with the HumanResources Department.

 

C.                                     PoliticalContributions

 

It is ourpolicy to strictly comply with all applicable federal and state politicalcampaign laws.

 

D.                                    OutsideActivities

 

Wediscourage staff members from holding outside employment.  In those instances where it is justified,written approval from the Human Resources Department is required.  No outside employment or activity will beapproved which might subject us to criticism or which will impact the staffmember’s productivity.

 

E.                                      RelatedParties

 

As a general rule, you should avoid conducting Company business with arelative or significant other, or with a business in which a relative orsignificant other is associated in any significant role. Relatives includespouse, sister, brother, daughter, son, mother, father, grandparents, aunts,uncles, nieces, nephews, cousins, step relationships and in-laws.  Significant others include persons living ina spousal or familial fashion with you.

 

If such a related party transaction is unavoidable, you must fullydisclose the nature of the related party transaction to the Company’s ChiefFinancial Officer. If determined to be material to the Company by the ChiefFinancial Officer, the Company’s Audit Committee must review and approve inwriting in advance such related party transactions. The most significantrelated party transactions, particularly those involving the Company’sdirectors or executive officers, must be reviewed and approved in writing inadvance by the Company’s Board of Directors. The Company must report all suchmaterial related party transactions under applicable accounting rules, federalsecurities laws, Securities and Exchange Commission rules and regulations, and

 

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securities market rules. Any dealings with a related party must beconducted in such a way that no preferential treatment is given to this business.

 

The Company prohibits the employment of relatives and significant othersin positions or assignments that have a financial dependence or influence (*e.g.*,an auditing or control relationship, or a supervisor/subordinate relationship).The purpose of this policy is to prevent the organizational impairment andconflicts that are a likely outcome of the employment of relatives orsignificant others, especially in a supervisor/subordinate relationship. If aquestion arises about whether a relationship is covered by this policy, theHuman Resources Department is responsible for determining whether anapplicant’s or transferee’s acknowledged relationship is covered by thispolicy. The Human Resources Department shall advise all affected applicants andtransferees of this policy. Willful withholding of information regarding aprohibited relationship/reporting arrangement may be subject to correctiveaction, up to and including termination. If a prohibited relationship exists ordevelops between two employees, the employee in the senior position must bringthis to the attention of his/her supervisor. The Company retains theprerogative to separate the individuals at the earliest possible time, eitherby reassignment or by termination, if necessary.

 

**III.**                                 OBLIGATIONSUNDER SECURITIES LAWS – “INSIDER” TRADING

** **

Directors and staff members who have accessto confidential (or “inside”) information are not permitted to use or sharethat information for stock trading purposes or for any other purpose except toconduct our business.  All non-publicinformation about the Company****or about companies with which we dobusiness is considered confidential information.  To use material non-public information in connection with buyingor selling securities, including “tipping” others who might make an investmentdecision on the basis of this information, is not only unethical, it isillegal.  You must exercise the utmostcare when handling material inside information.  We have adopted a separate Insider Trading Policy to which you arebound as a condition of your employment here.** **You should consult the Insider Trading Policy for morespecific information on the definition of “material inside information” and onbuying and selling our****securities or securities of companies withwhich we do business.

 

**IV.**                                MAINTAINING ANDMANAGING RECORDS

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A.                                   General

 

The purpose of this policy is to set forth and convey the Company’sbusiness and legal requirements in managing records, including all recordedinformation regardless of medium or characteristics. Records include paperdocuments, CDs, computer hard disks, email, floppy disks, microfiche, microfilmor all other media. We are required by local, state, federal, foreign and otherapplicable laws, rules and regulations to retain certain records and to followspecific guidelines in managing its records. Civil and criminal penalties forfailure to comply with such guidelines can be severe for employees, agents,contractors and the Company, and failure to comply with such guidelines maysubject the employee, agent or contractor to disciplinary action, up to andincluding termination of employment or business relationship at the Company’ssole discretion.

 

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B.                                     Records on Legal Hold

 

A legal hold suspends all document destruction procedures in order topreserve appropriate records under special circumstances, such as litigation orgovernment investigations.  Legalcounsel determines and identifies what types of Company records or documentsare required to be placed under a legal hold. Every Company staff member, agentand contractor must comply with this policy. Failure to comply with this policymay subject the staff member, agent or contractor to disciplinary action, up toand including termination of employment or business relationship at the Company’ssole discretion, and potentially to criminal prosecution.

 

The Compliance Officer will notify you if a legal hold is placed onrecords for which you are responsible. You then must preserve and protect thenecessary records in accordance with instructions from the Company’s legalcounsel. **RECORDSOR SUPPORTING DOCUMENTS THAT HAVE BEEN PLACED UNDER A LEGAL HOLD MUST NOT BEDESTROYED, ALTERED OR MODIFIED UNDER ANY CIRCUMSTANCES**. A legal holdremains effective until it is officially released in writing by the Company’slegal counsel. If you are unsure whether a document has been placed under alegal hold, you should preserve and protect that document while you check withthe Compliance Officer.

 

If you have any questions about this policy you should contact theCompliance Officer.

 

C.                                     Document Integrity

 

The integrity of our records and public disclosure depends on thevalidity, accuracy and completeness of the information supporting the entriesto our books of account.  Therefore, ourcorporate and business records should be completed accurately andhonestly.  The making of false ormisleading entries, whether they relate to financial results or test results,is strictly prohibited.  Our recordsserve as a basis for managing our business and are important in meeting ourobligations to customers, suppliers, creditors, employees and others with whomwe do business.  As a result, it isimportant that our books, records and accounts accurately and fairly reflect,in reasonable detail, our assets, liabilities, revenues, costs and expenses, aswell as all transactions and changes in assets and liabilities.  We require that:

 

•                                          no entry be made in our books and records that intentionally hides ordisguises the nature of any transaction or of any of our liabilities, ormisclassifies any transactions as to accounts or accounting periods;

 

•                                          transactions be supported by appropriate documentation;

 

•                                          the terms of sales and other commercial transactions be reflectedaccurately in the documentation for those transactions and all suchdocumentation be reflected accurately in our books and records;

 

•                                          employees comply with our system of internal controls; and

 

•                                          no cash or other assets be maintained for any purpose in any unrecordedor “off-the-books” fund.

 

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Our accounting records are also relied upon to produce reports for ourmanagement, stockholders and creditors, as well as for governmentalagencies.  In particular, we rely uponour accounting and other business and corporate records in preparing theperiodic and current reports that we file with the SEC.  These reports must provide full, fair,accurate, timely and understandable disclosure and fairly present our financialcondition and results of operations. Employees who collect, provide or analyze information for or otherwisecontribute in any way in preparing or verifying these reports should strive toensure that our financial disclosure is accurate and transparent and that ourreports contain all of the information about the Company that would beimportant to enable stockholders and potential investors to assess thesoundness and risks of our business and finances and the quality and integrityof our accounting and disclosures.  Inaddition:

 

•                                          no employee may take or authorize any action that would cause our financialrecords or financial disclosure to fail to comply with generally acceptedaccounting principles, the rules and regulations of the SEC or other applicablelaws, rules and regulations;

 

•                                          all employees must cooperate fully with our Accounting Department, aswell as our independent public accountants and counsel, respond to theirquestions with candor and provide them with complete and accurate informationto help ensure that our books and records, as well as our reports filed withthe SEC, are accurate and complete; and

 

•                                          no employee should knowingly make (or cause or encourage any other personto make) any false or misleading statement in any of our reports filed with theSEC or knowingly omit (or cause or encourage any other person to omit) anyinformation necessary to make the disclosure in any of our reports accurate inall material respects.

 

Any employee who becomes aware of any departure from these standards hasa responsibility to report his or her knowledge promptly to a supervisor, theCompliance Officer or one of the other compliance resources described inSection VII.  The falsification ofany books, records or documents of the Company is grounds for dismissal.

 

**V.**                                    MISCELLANEOUSGUIDELINES FOR CONDUCT

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A.                                   Dealingwith Competitors

 

It is ourpolicy to require staff members to observe fair and ethical conduct in dealingwith our competitors. Staff members are prohibited from involving the Companyin arrangements with its competitors which provide for the setting orcontrolling of rates, prices, or marketing policies.

 

B.                                     Dealingswith Auditors and Examiners

 

Staffmembers are required to fully cooperate with the audits conducted by theCompany’s internal audit staff, external auditing firms, and anyregulators.  Questions raised by theauditors or examiners must be responded to honestly, and no adverse informationin response to a question may be concealed.

 

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C.                                     Falsificationof Books and Records

 

It is ourpolicy to maintain records and accounts that accurately reflect its assets,liabilities, receipts and disbursements. The falsification of any books, records or documents of the Company isgrounds for dismissal.

 

D.                                    ElectronicMail (“E-mail”)

 

Electronicmail (“E-mail”) is a means of communication established for Company businessreasons only.  Staff members who useE-mail for personal messages do so with the knowledge that the Company reservesthe right to monitor and/or review all electronic communications if and when itdeems appropriate.  All E-mail messages,all Company records and the equipment and systems are Company property.  Accordingly, Company employees are expectedto use the E-mail system properly and not assume that their messages areconfidential.  Also the improper use ofE-mail, e.g. for the purposes of harassment and discriminating behavior, willresult in disciplinary action up to and including dismissal.

 

**VI.**                                WAIVERS

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Any waiver of anyprovision of this Code for a member of the Company’s Board of Directors or anexecutive officer must be approved in writing by the Company’s Board ofDirectors and promptly disclosed in accordance with law. Any waiver of anyprovision of this Code with respect any other employee, agent or contractormust be approved in writing by the Company’s Compliance Officer.

 

**VII.**                            COMPLIANCE STANDARDS AND PROCEDURES – REPORTING AND INVESTIGATINGMISCONDUCT

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A.                                   Compliance Resources

 

To facilitate compliance with this Code, we have implemented a program ofCode awareness, training and review.  Wehave established the position of Compliance Officer to oversee thisprogram.  The Compliance Officer is aperson to whom you can address any questions or concerns.  The Compliance Officer, R. Andrew Massey,can be reached at 402-479-8311.  Inaddition to fielding questions or concerns with respect to potential violationsof this Code, the Compliance Officer is responsible for:

 

•                                          investigating possible violations of the Code;

 

•                                          conducting training to refresh employees’ familiarity with the Code;

 

•                                          distributing copies of the Code annually via email to each employee witha reminder that each employee is responsible for reading, understanding andcomplying with the Code;

 

•                                          updating the Code as needed and alerting employees to any updates, withappropriate approval of the Corporate Governance Committee of the Board of Directors,to reflect changes in the law, Company operations and in recognized bestpractices, and to reflect Company experience; and

 

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•                                          otherwise promoting an atmosphere of responsible and ethical conduct.

 

Your most immediate resource for any matter related to the Code is yoursupervisor.  He or she may have theinformation you need, or may be able to refer the question to anotherappropriate source.  There may, however,be times when you prefer not to go to your supervisor.  In these instances, you should feel free todiscuss your concern with the Compliance Officer. If you are uncomfortablespeaking with the Compliance Officer because he or she works in your departmentor is one of your supervisors, please contact Nancy Morrison.

 

If you have questions about the Company policy, need guidance on specificsituations or want to report violations of the Code, see Section B below.

 

B.                                     Clarifying Questions and Concerns; ReportingPossible Violations

 

If you encounter a situation or are considering a course of action andits appropriateness is unclear, discuss the matter promptly with yoursupervisor or the Compliance Officer; even the appearance of impropriety can bevery damaging and should be avoided.

 

If you are aware of a suspected or actual violation of Code standards byothers, you have a responsibility to report it.  You are expected to promptly provide a compliance resource with aspecific description of the violation that you believe has occurred, includingany information you have about the persons involved and the time of theviolation.  Whether you choose to speakwith your supervisor or the Compliance Officer, you should do so without fearof any form of retaliation.  We willtake prompt disciplinary action against any employee who retaliates againstyou, up to and including termination of employment.

 

Supervisors must promptly report any complaints or observations of Codeviolations to the Compliance Officer. The Compliance Officer will investigateall reported possible Code violations promptly and with the highest degree ofconfidentiality that is possible under the specific circumstances.  Your cooperation in the investigation willbe expected. As needed, the Compliance Officer will consult with the Human Resourcesdepartment and/or the Audit Committee of the Board of Directors

 

If the investigation indicates that a violation of the Code has probablyoccurred, we will take such action as we believe to be appropriate under thecircumstances. If we determine that an employee is responsible for a Code violation,he or she will be subject to disciplinary action up to, and including,termination of employment and, in appropriate cases, civil action or referralfor criminal prosecution.  Appropriateaction may also be taken to deter any future Code violations.

 

Anyone can communicate with the Compliance Officer, either anonymously orby name, by any of the following methods:

 

•                                          In writing, addressed to the Compliance Officer, either by internal mailto R. Andrew Massey or by U.S. mail to 4800 NW 1st Street, Suite 100, Lincoln,NE 68521.

 

•                                          By phone at 402-479-8311.

 

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•                                          By phoning MessagePro Confidential Employee Hotline (1-866-469-8447), anindependent firm that is available to 24 hours, 7 days a week, that will reportany accounting or auditing concern while protecting your identity.

 

You may also contact the Compliance Officer by any of these methods withany questions about the Code.

 

**VIII.**                        DISCIPLINARYACTIONS

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The matters covered inthis Code are of the utmost importance to the Company, its stockholders and itsbusiness partners, and are essential to the Company’s ability to conduct itsbusiness in accordance with its stated values. We expect all of our directors,officers, employees, agents, contractors and consultants to adhere to theserules in carrying out their duties for the Company.

 

The Company will takeappropriate action against any director, officer, employee, agent, contractoror consultant whose actions are found to violate these policies or any otherpolicies of the Company. Disciplinary actions may include immediate terminationof employment or business relationship at the Company’s sole discretion. Wherethe Company has suffered a loss, it may pursue its remedies against theindividuals or entities responsible. Where laws have been violated, the Companywill cooperate fully with the appropriate authorities.

 

**IX.**                                ACKNOWLEDGMENTOF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS

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I have received andread the Company’s Code of Personal and Business Conduct and Ethics. Iunderstand the standards and policies contained in the Company Code of Personaland Business Conduct and Ethics and understand that there may be additionalpolicies or laws specific to my job. I further agree to comply with the CompanyCode of Personal and Business Conduct and Ethics.

 

If I have questionsconcerning the meaning or application of the Company Code of Personal andBusiness Conduct and Ethics, any Company policies, or the legal and regulatoryrequirements applicable to my job, I know I can consult my manager or the HumanResources Department, knowing that my questions or reports to these sourceswill be maintained in confidence.

 
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