UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14A-101)

14a-101)

Proxy Statement Pursuant to Section 14(a) of the


Securities Exchange Act of 1934

Filed by the Registrantx                            Filed by a Party other than the Registrant¨

Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:

¨oPreliminary Proxy Statement

¨
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)14a-6(e)(2))

x
þDefinitive Proxy Statement

¨
oDefinitive Additional Materials

¨
oSoliciting Material Pursuant to §240.14a-12

Crawford & Company

(Name of Registrant as Specified In Itsin its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

xþNo fee required.

¨
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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¨Fee paid previously with preliminary materials:

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oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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LOGO

TABLE OF CONTENTS

PROPOSAL 1 -- ELECTION OF DIRECTORS
EXECUTIVE OFFICERS
CORPORATE GOVERNANCE
DIRECTOR COMPENSATION TABLE
COMPENSATION DISCUSSION AND ANALYSIS
SUMMARY COMPENSATION TABLE
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
STOCK OWNERSHIP INFORMATION
INFORMATION WITH RESPECT TO CERTAIN BUSINESS RELATIONSHIPS AND RELATED TRANSACTIONS
EQUITY COMPENSATION PLANS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
PROPOSAL 2 -- ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION
PROPOSAL 3 -- ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE
PROPOSAL 4 -- RATIFICATION OF INDEPENDENT AUDITOR
AUDIT COMMITTEE REPORT
SHAREHOLDER PROPOSALS
OTHER MATTERS

(CRAWFORD LOGO)
March 28, 2008

25, 2011

Dear Shareholder:

You are cordially invited to attend the Company’s 20082011 Annual Meeting of Shareholders, which will be held on Tuesday,Thursday, May 6, 2008,5, 2011, beginning at 2:00 p.m. Eastern Time at the Company’s headquarters, 1001 Summit Boulevard, N.E., Atlanta, Georgia 30319.

The official Notice of Annual Meeting of Shareholders, Proxy Statement and form of Proxy are included with this letter and contain information about the annual meeting and the various matters on which you are being asked to vote.

As is our custom, a brief report will be made at thisimmediately after the annual meeting on the Company’s 20072010 activities and the outlook for 2008.2011. We hope you will be able to attend the annual meeting.Whether or not you plan to attend, it is important that you sign and return your Proxy, or vote electronically by telephone or through the Internet, promptly, as your vote is important to the Company.

On behalf of our Board of Directors, officers, and employees, we wish to thank you for your continued interest in and support of Crawford & Company.
Sincerely,
-s- Jeffrey T. Bowman
Jeffrey T. Bowman
President and Chief Executive Officer

Sincerely,
LOGO
Jeffrey T. Bowman
President and Chief Executive Officer

CRAWFORDCRAWFORD & COMPANY

COMPANY
P.O. Box 5047


Atlanta, Georgia 30302

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 6, 20085, 2011

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Crawford & Company (the “Company”) will be held inat the Home Office Building of the Company,Company’s headquarters, 1001 Summit Boulevard, N.E., Atlanta, Georgia, 30319, on Tuesday,Thursday, May 6, 2008,5, 2011, at 2:00 p.m. local time,Eastern Time, for the following purposes:

1. To elect ten (10) Directorsnine (9) directors to serve until the next Annual Meetingannual meeting of Shareholders orshareholders and until their successors are elected and qualified;

2. To consider andapprove, on an advisory basis, the compensation of certain of the Company’s executive officers;
3. To vote, on a Company proposal adoptingan advisory basis, on the Crawford & Company Executive Stock Bonus Plan as Amended and Restated March 1, 2008;

3.frequency of the advisory vote on executive compensation;

4. To ratify the appointment of Ernst & Young LLP as independent auditorsauditor for the Company for the 20082011 fiscal year; and

4.

5. To transact any and all other such business as may properly come before the meeting or any adjournment or postponement thereof.

Information relating to the above matters is set forth in the accompanying Proxy Statement dated March 28, 2008.25, 2011. Only shareholders of record of Class B Common Stock of the Company as of the close of business on March 6, 2008 will be7, 2011 are entitled to vote at the annual meeting andor any adjournment or postponement thereof.

Shares of Class A Common Stock of the Company are not entitled to be voted at the annual meeting.
By Order of The Board of Directors,
LOGO
Allen W. Nelson,
Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 5, 2011:
The proxy statement and 2010 annual report are available at https://materials.proxyvote.com/224633. If you need directions to the annual meeting, please call(404) 300-1000.
By Order of The Board of Directors,
-s- Allen W. Nelson
Allen W. Nelson,
Secretary
Atlanta, Georgia

March 28, 2008

25, 2011

It is important that your shares of Class B Common Stock be represented at the Meetingannual meeting whether or not you are personally able to be present.attend. Accordingly, if you do not plan to attend the Meeting, please complete and sign the enclosed Proxy and return it in the accompanying postage prepaid envelope.

postage-paid envelope, or vote your Proxy electronically by telephone or through the Internet. Signing and returning the Proxy, or submitting it electronically, will not affect your right to attend and vote in person at the annual meeting.

This Proxy is being solicited with respect to shares of Class B Common Stock of the Company by the Board of Directors.Directors of the Company. Proxies are not being solicited with respect to the shares of Class A Common Stock of the Company.

CRAWFORDCRAWFORD & COMPANY

COMPANY
P.O. Box 5047


Atlanta, Georgia 30302

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS


To be Held on May 6, 20085, 2011

The Annual Meeting of Shareholders, and any adjournment or postponement thereof (the “Annual Meeting”), will be held inat the worldwide corporate headquarters of the Company, located at 1001 Summit Boulevard, N.E., Atlanta, Georgia 30319 on Tuesday,Thursday, May 6, 20085, 2011 at 2:00 p.m., local time. We first mailed thisEastern Time. This Proxy Statement and the form of Proxy are first being mailed or delivered electronically to shareholders and made available on the Internet at https://materials.proxyvote.com/224633, on or about March 28, 2008.25, 2011. Our Annual Report to Shareholders for the fiscal year ended December 31, 20072010 is also enclosed.

being delivered with the Proxy Statement.

Why am I receivingbeing furnished this Proxy Statement and Proxy?

You are receivingbeing furnished this Proxy Statement and the accompanying Proxy Card, or “Proxy,” from us because you own shares of our common stock. Onlythe Company’s Class B Common Stock. A Proxy is a legal designation of another person to vote the stock that you own. That other person is called a “proxy.” If you designate someone as your proxy in a written document, that document is also called a proxy, a proxy card or a form of proxy.
All of the Company’s shareholders on the Record Date, described below, are being furnished a copy of the Notice of Annual Meeting. However, only holders of the Company’s Class B Common Stock of the Company are entitled to vote.vote on the matters subject to a vote at the Annual Meeting. The Proxy Statement describes the proposalsmatters which will be voted on which we would like you to vote.at the Annual Meeting. It also gives you information so that you can make an informed voting decision.

When

If you sign and return the Proxy, you appoint J. T.are appointing J.T. Bowman, W. B.W.B. Swain and A. W.A.W. Nelson as your representatives at the Annual Meeting. Messrs. Bowman, Swain and Nelson will vote your shares of Class B Common Stock at the Annual Meeting as you have instructedinstruct them on the proxy card, or “Proxy.”Proxy. This way, your shares will be voted at your direction whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is a good idea to complete, sign and return your Proxy, vote by telephone or vote over the Internet in advance of the Annual Meeting just in case your plans change.

If an issue comes up for

Who is furnishing the Proxy Statement and Proxy?
The Board of Directors of the Company is furnishing this Proxy Statement and Proxy to solicit proxies on its behalf to vote at the Annual Meeting that is not on the Proxy, Messrs. Bowman, Swain and Nelson will vote your shares, under your proxy, at their discretion.

Meeting.

How do I know if I am entitled to vote? What is thea record date?

Only shareholders of record of our Class B Common Stock as of the close of business on March 6, 2008,7, 2011, which we refer to as the “Record Date” will beDate,” are entitled to notice of, and to vote at the Annual Meeting.

How many shares of Class B Common Stock are outstanding? How many votes is each share of Class B Common Stock entitled to at the Annual Meeting?

As of the Record Date, we had outstanding 24,697,172 shares of Class B Common Stock and each share beingis entitled to one vote.vote for each of the director nominees and one vote on each other matter acted upon at the Annual Meeting.

I own shares of Class A Common Stock. Why did I receive this Proxy Statement?

For information only, this

This Proxy Statement is being mailed to shareholders of our Class A Common Stock as of the Record Date.Date for information only. Shares of Class A Common Stock are not entitled to vote at the Annual Meeting of Shareholders.Meeting. Accordingly, no Proxy is being requested and no Proxy should be sentreturned with respect to such shares.

Other than with respect to voting rights, what are the differences between Class A Common Stock and Class B Common Stock?
Other than with respect to voting rights, the Company’s two classes of stock have essentially identical rights, except that, under the Company’s Articles of Incorporation, the Board of Directors may pay greater or equal (but not lesser) cash dividends on the Class A Common Stock than on the Class B Common Stock. In addition, generally with respect to mergers or similar transactions in which shares of the Company’s common stock are proposed to be exchanged, holders of Class A Common Stock must receive the same type and amount of consideration as holders of Class B Common Stock, unless approved by the holders of 75% of the Class A Common Stock, voting as a class.
How many votes do you need to hold the Annual Meeting?

In order for us to conduct business at the Annual Meeting, we must have a quorum at the Annual Meeting, which means that a majority of the issued and outstanding shares of Class B Common Stock as of the Record Date must be present at the Annual Meeting.present. Your vote will be counted as present for purposes of determining the presence of a quorum if you:

• vote over the Internet or by telephone,
• properly submit a Proxy (even if you do not provide voting instructions), or
• attend the Annual Meeting and vote in person.
Abstentions and “broker non-votes” will be counted as present and entitled to vote overfor purposes of determining a quorum. A “broker non-vote” occurs when a registered holder (such as a broker or bank) holding shares in “street name” for a beneficial owner does not vote on a particular proposal because the Internetregistered holder does not have discretionary voting power with respect to that particular proposal and has not received voting instructions from the beneficial owner. Please note that banks and brokers which have not received voting instructions from their clients may not vote their clients’ shares on the election of directors, the advisory vote on compensation of certain of our executive officers or by telephone,

properly submit a Proxy (even if you dothe advisory vote on the frequency of the advisory vote on executive compensation, but may, although they are not provide voting instructions), or

attendrequired to, vote such shares with respect to the Annual Meeting and vote in person.

ratification of the appointment of independent auditor.

On what items am I voting?being asked to vote?

You are being asked to vote on threefour items:

the election of ten (10) directors;

• the election of nine (9) directors;
• an advisory vote on the compensation of certain of our executive officers;
• an advisory vote on the frequency of the advisory vote on executive compensation; and
• the ratification of Ernst & Young LLP as our independent auditor for the Company’s 2011 fiscal year.

to consider and vote on the adoption of the Crawford & Company Executive Stock Bonus Plan as Amended and Restated March 1, 2008; and

the ratification of Ernst & Young LLP as our independent auditors for the 2008 fiscal year.

How may I vote foron all of the nominees for director, and how many votes are neededmatters to elect directors?be considered at the Annual Meeting?

With respect to the election of directors, you may:
• vote FOR all nominees;
• WITHHOLD AUTHORITY to vote for one or more of the nominees and vote FOR the remaining nominees; or
• WITHHOLD AUTHORITY to vote for all nine (9) nominees.


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vote FOR all nominees;

WITHHOLD AUTHORITY to vote for one or more of the nominees and vote FOR the remaining nominees; or

WITHHOLD AUTHORITY to vote for all ten nominees.

Each share of Class B Common Stock is entitled to cast an affirmative vote for up to ten (10) Directornine (9) director nominees. Cumulative voting is not permitted. The tennine nominees for Directordirector who receive the highest number of votes cast, in person or by Proxy, at the Annual Meeting will be elected Directors.as directors. Votes withheld, abstentions and broker non-votes, will have no effect on the outcome of the election of Directors.

How may I vote for the Crawford & Company Executive Stock Bonus Plan, and how many votes are needed to approve the Crawford & Company Executive Stock Bonus Plan?

directors.

With respect to the proposal to consider andadvisory vote on the adoptioncompensation of certain executive officers and the Crawford & Company Executive Stock Bonus Plan as Amended and Restated March 1, 2008,ratification of our independent auditor, you may:

vote FOR the proposal;

• vote FOR the proposal;
• vote AGAINST the proposal; or
• ABSTAIN from voting on the proposal.

vote AGAINST the proposal; or

ABSTAIN from voting on the proposal.

The vote required under Georgia law for the proposal to approve the Crawford & Company Executive Stock Bonus Plan as Amended and Restated March 1, 2008these proposals is a majority of the shares of Class B Common Stock present in person or represented by Proxy. For this purpose,these purposes, abstentions and broker non-votes, as applicable, are neither counted as votes cast for or against this proposal. In addition, to satisfya proposal and therefore have no effect on the New York Stock Exchange, or “NYSE,” listing standards, the proposal must also receive the affirmative vote of a majorityoutcome of the votes cast on this proposal provided that the total number of votes cast on this matter represents greater than 50% of the Company’s outstanding shares entitled to vote. For purposes of the NYSE listing standards, abstentions are counted as votes cast on this proposal and, as a result have the same effect as a vote against the proposal.

How may I vote for the ratification of the appointment of our independent auditors, and how many votes are needed to ratify the appointment of our independent auditors for the year 2008?

With respect to the proposal to ratify the appointment of Ernst & Young LLP as our independent auditors for the 2008 fiscal year, you may:

advisory vote FOR the proposal;

vote AGAINST the proposal; or

ABSTAIN from voting on the proposal.

The vote required under Georgia law for the ratificationfrequency of the appointment of Ernst & Young LLP asadvisory vote on executive compensation, you may:

• vote ONE YEAR;
• vote TWO YEARS;
• vote THREE YEARS; or
• ABSTAIN from voting on the proposal.
The advisory vote on the Company’s independent auditors for the year 2008 is a majorityfrequency of the sharesadvisory vote on executive compensation that receives a plurality (that is, the largest number) of Class B Common Stock present in person or representedvotes cast will be the preference selected by Proxy.

shareholders. Abstentions and broker non-votes are not considered to be votes cast and therefore will have no effect on the outcome of this advisory vote.

How do I vote?

You may attend the Annual Meeting and vote your shares in person, or you may choose to submit your proxiesProxy by any of the following methods:

• Voting by Mail.  If you choose to vote by mail, simply complete the enclosed Proxy, date and sign it, and return it in the postage-paid envelope provided. Your shares will be voted in accordance with the instructions on your Proxy unless it is properly revoked by you.
• Voting by Telephone.  You may vote your shares by telephone by calling the toll-free telephone number provided on the Proxy. Telephone voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on the Proxy. The procedures allow you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by telephone, you should not return your Proxy.
• Voting by Internet.  You also may vote your shares through the Internet by signing on to the website identified on the Proxy and following the procedures described on the website. Internet voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on the Proxy. The procedures allow you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by Internet, you should not return your Proxy.
Voting by Mail.    If you choose to vote by mail, simply complete the enclosed Proxy, date and sign it, and return it in the postage-paid envelope provided. Your shares will be voted in accordance with the instructions on your Proxy unless it is revoked.

Voting by Telephone.    You may vote your shares by telephone by calling the toll-free telephone number provided on the Proxy. Telephone voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on the Proxy. The procedures allow you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by telephone, you should not return your Proxy.

Voting by Internet.    You also may vote your shares through the Internet by signing on to the website identified on the Proxy and following the procedures described in the website. Internet voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on the Proxy. The procedures allow you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by Internet, you should not return your Proxy.

What if I return my Proxy but do not provide voting instructions?

If you properly execute and return your Proxy but do not indicate any voting instructions with respect to one or more matters to be voted upon at the Annual Meeting, your shares will be voted in accordance with the recommendation of the Board of Directors as to all such matters.
If you sign your Proxy and return it without marking any voting instructions, your shares will be voted FOR the election of all Directordirector nominees, FOR the adoptionadvisory vote on the compensation of certain of our executive officers,


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for TWO YEARS on the frequency of the Crawford & Company Executive Stock Bonus Plan as Amended and Restated March 1, 2008,advisory vote on executive compensation and FOR the ratification of the appointment of Ernst & Young LLP as independent auditorsauditor of the Company for 2008 andthe 2011 fiscal year, as well as in the discretion of the persons named as proxies on all other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Meeting.

Are voting procedures different if I hold my shares in the name of a broker, bank or other nominee?

If you are a shareholder whose shares are held in “street name”,name,” (i.e., in the name of a broker, bank or other record holder), you must either direct the record holder of your shares how to vote your shares or obtain a Proxy, executed in your favor, from the record holder to be able to vote at the Annual Meeting.

We encourage shareholders who hold shares in street name to provide instructioninstructions to that record holder by voting their Proxy.on how to vote your shares. Providing voting instructions ensures that your shares will be voted at the meeting.Annual Meeting. If shares are held through a brokerage account, the brokerage firm, under certain circumstances, may vote the shares without instructions. On certain “routine” matters, such as the electionratification of directors,the appointment of auditors, brokerage firms have authority under New York Stock Exchange, or NYSE, rules to vote their customers’ shares if the customers do not provide voting instructions. When a brokerage firm votes its customers’ shares on a routine matter without receiving voting instructions, these shares are counted both for establishing a quorum to conduct business at the meeting and in determining the number of shares voted for or against the routine matter. The proposal relating to the election of directors and the proposal to ratify the appointment of Ernst & Young LLP as our independent auditorsauditor for the year 2008 are2011 is considered a routine matters.

matter.

On “non-routine” matters, if the brokerage firm has not received voting instructions from the shareholder, the brokerage firm cannot vote the shares on that proposal, which is considered a “broker non-vote.” Broker non-votes will be counted for purposes of establishing a quorum to conduct business at the meetingAnnual Meeting, but not for determining the number of shares voted for or against the non-routine matter. The proposalproposals relating to approve the adoptionelection of directors, the advisory vote on the compensation of certain executive officers and the advisory vote on the frequency of the Crawford & Company Executive Stock Bonus Plan as Amended and Restated March 1, 2008 is aadvisory vote on executive compensation are each considered non-routine matter.

matters.

What if I change my mind after I return my proxy card?Proxy?

Any shareholder giving a Proxy has the power to revoke it at any time before it is voted by the execution of another Proxy bearing a later date or by written notification to the Secretary of the Company. Shareholders who are present at the Annual Meeting maywill have the opportunity to revoke their Proxy and vote in person if they so desire.

How can I obtain a copy of the 20072010 Annual Report onForm 10-Kand the 20072010 Annual Report to Shareholders?
Our Annual Report onForm 10-K?10-K

Our annual report to the Shareholders (“Annual Report”) for the fiscal year ended December 31, 20072010 is enclosed herewith. The annual report forms no part of the material for the solicitation of proxies. Our Annual Report, on Form 10-K for 2007, filed with the Securities and Exchange Commission, or “SEC,” and our annual reportAnnual Report to the Shareholders, are available free of charge upon written request to the Secretary, Crawford & Company, P. O. Box 5047, Atlanta, Georgia 30302 and on the Company’s web sitewww.crawfordandcompany.com.

www.crawfordandcompany.com.

Who is paying for the expenses of this solicitation?

The cost of solicitation of proxies will be borne by the Company. In an effort to have as large a representation at the Annual Meeting as possible, special solicitation of proxies may, in certain instances, be made personally, or by telephone, electronic mail or by mail by one or more of our employees. We maywill also reimburse brokers, banks, nominees or other fiduciaries for the reasonable clerical expenses of forwarding the proxy material to their principals, the beneficial owners of the Company’s Class A or Class B Common Stock.


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PROPOSAL 1 — ELECTION OF DIRECTORS

Nominees and Voting

Our

Currently, the Board of Directors hasis fixed at ten members. From and after the numberAnnual Meeting, the Board of Directors constitutingwill be fixed at nine members and, in accordance therewith, the full Board at ten and has nominated the tennine persons listed below as Directors,directors, to hold office until the next Annual Meetingannual meeting and until their successors are elected and qualified. Each nominee, except Jeffrey T. Bowman,Harsha V. Agadi and Joia M. Johnson, was elected by the shareholders at the last Annual MeetingCompany’s previous annual meeting on May 3, 2007.4, 2010. Mr. Bowman, the President and Chief Executive OfficerAgadi is a member of the Company,present Board of Directors and was appointed as a member of the Board on August 3, 2010. Ms. Johnson is a member of the present Board of Directors and was appointed as a member of the Board on February 5, 2008.1, 2011. Mr. BowmanAgadi was recommended to the BoardNominating and Corporate Governance Committee by Thomas W. Crawford, Chairman ofMr. Ogburn and Ms. Johnson was recommended to the BoardNominating and previously the Company’s President and Chief Executive Officer.Corporate Governance Committee by Dr. Benson. If, at the time of the Annual Meeting, any of the nominees should be unable to serve, the persons named in the Proxy will vote for substitute nominees selected by the Board of Directors.Directors or, as an alternative, the Board of Directors could reduce the size of the Boardand/or the number of directors to be elected at the Annual Meeting. We have no reason to believe that any of the nominees will not be available for electionunable or unwilling to serve as a Director.

director for his or her full term until the next annual meeting and until his or her successor is elected and qualified.

Nominee Information

The following table gives certain information as to each person nominated by our Board of Directors for election as a Director:

Name

  Age  

Principal Occupation And Directorships

  Director
Since

J. Hicks Lanier

  67  

Chairman of the Board and Chief Executive Officer of Oxford Industries, Inc., a manufacturer of apparel products; Director of Genuine Parts Company, and SunTrust Banks, Inc.

  1976

Jesse C. Crawford

  59  

President of Crawford Communications, Inc., a full-service provider of teleproduction services including audio/video production and post production, multimedia title design, satellite services, animation, and special effects.

  1986

Larry L. Prince

  69  

Chairman of the Executive Committee of the Board of Directors of Genuine Parts Company, a service organization engaged in automotive and industrial parts and office products distribution; Director of Equifax, Inc. and SunTrust Banks, Inc.

  1987

E. Jenner Wood, III

  56  

Chairman of the Board, President and Chief Executive Officer of SunTrust Bank, Central Group; Director of Oxford Industries, Inc., and Georgia Power Company.

  1997

Clarence H. Ridley

  65  

Chairman of the Board of Haverty Furniture Companies, Inc. a furniture retailer, Director of STI Classic Funds and Variable Trust.

  2004

Robert T. Johnson

  72  

Retired Partner of Arthur Andersen LLP

  2004

James D. Edwards

  64  

Retired Partner of Arthur Andersen LLP, Director of IMS Health Incorporated, Cousins Properties, Inc., Transcend Services, Inc., and Huron Consulting Group, Inc.

  2005

Thomas W. Crawford

  65  

Chairman of the Board of the Company; Director of Duck Creek Technologies, Inc.

  2005

P. George Benson

  61  

President of the College of Charleston, Director of Nutrition 21, Inc., and AGCO, Inc.

  2005

Jeffrey T. Bowman

  54  

President and Chief Executive Officer of the Company.

  2008

Mr. Prince retired asdirector:

Harsha V. Agadi, age 48, is the Chairman of the Board of Genuine Parts Company on March 31, 2005, a position he had held since 1990. He was also Chief Executive Officer of Genuine Parts Company from 1990 until August 2004. Mr. Johnson retired as a partner of Arthur Andersen LLP in 1993. Mr. Edwards retired in April 2002 as managing partner-global markets of Arthur Andersen LLP, a position he had held since 1998. Mr. T.W. Crawford was appointed Chairman of the Board effective January 1, 2008 and prior to that and from September 1, 2004 was President and Chief Executive Officer of Friendly’s Ice Cream Corp., a family friendly restaurant which provides signature sandwiches and ice cream desserts. Mr. Agadi joined Friendly’s Ice Cream Corp. on August 16, 2010. From December 26, 2004 until December 2, 2009, Mr. Agadi was Chairman and Chief Executive Officer of Church’s Chicken, a franchised quick service chicken restaurant. In addition, from 2000 until the present Mr. Agadi was Chairman and Chief Executive Officer of GHS Holdings, LLC, an investing and restaurant consulting business. He serves on the boards of Bijoux Terner and Sbarro’s Pizza as well as the Fuqua School of Business and the SKSVMA College of Engineering. Mr. Agadi was appointed as a member of the Board on August 3, 2010. The Board believes Mr. Agadi’s experience in establishing global brands and improving the operations of companies he has led qualifies him to serve as a director of the Company. From June 1998 until his retirement in January 2003, he was
P. George Benson, age 64, is the President of the Retail Distribution divisionCollege of Prudential Financial, Inc., and

from May 2004 until September 2004,Charleston, a position he was Chairman of The Bodie Group, Inc., a business consulting firm. Dr. Benson was appointed to his present positionhas held since February of 2007. From June 1998 until January 2007, he was Dean of the Terry College of Business at the University of Georgia. Dr. Benson has served as a member of the Board of Directors since 2005. Dr. Benson also serves as a member of the boards of directors of Primerica, Inc. and AGCO, Inc. Dr. Benson’s distinguished professional background in academics and leadership positions at the College of Charleston and University of Georgia, together with the experience he brings to the Board as a director of the Company for more than five years, led to the Board’s decision to nominate Dr. Benson for reelection to our Board.

Jeffrey T. Bowman, age 57, is the President and Chief Executive Officer of the Company. Mr. Bowman was appointed President and Chief Executive Officer of the Company effective January 1, 2008. Prior to that, and from January 1, 2006 he was Chief Operating Officer –— Global Property & Casualty of the Company in charge of the U.S. Property & Casualty and International Operations segments. From April 1, 2001 to December 31, 2005, he was President of Crawford & Company International, Inc. managing the Company’s international operations. The principal occupation or employment of eachMr. Bowman has served as a member of the other nominees duringBoard of Directors since 2008. The Board believes Mr. Bowman’s executive leadership, and the past fiveextensive industry expertise he has developed working in senior management, uniquely qualify Mr. Bowman to continue to serve as a director of the Company.
Jesse C. Crawford, age 62, is the President and Chief Executive Officer of Crawford Media Services, Inc., an Atlanta, Georgia based provider of electronic media services for television, film and archival clients, and was appointed to this position on January 15, 2010. Prior to that and since September, 1984, he was President and Chief Executive Officer of Crawford Communications, Inc., a full-service provider of teleproduction services including audio/video production and post production, multimedia title design, satellite services, animation, and special


5

effects. Mr. Crawford has served as a member of the Board of Directors since 1986. Mr. Crawford’s significant experience in senior management of a services company with both international and disaster recovery components, as well as the significant knowledge base acquired by having served as a director of the Company for more than 20 years qualify him to continue to serve on the Board.
James D. Edwards, age 67, is a retired partner of Arthur Andersen LLP. Mr. Edwards has served as a member of the Board of Directors since 2005. Mr. Edwards also serves as a member of the boards of directors of Cousins Properties, Inc., Transcend Services, Inc. and Huron Consulting Group, Inc. Mr. Edwards’ significant financial expertise developed through 30 years’ experience in public accounting, as well as his public company board experience in varied industries, were important considerations in the Board’s belief that Mr. Edwards is highly qualified to serve on our Board.
Russel L. Honoré, age 63, Lieutenant General (U.S. Army, Ret.), has served as a member of the Board of Directors since 2009. From 2004 through 2008, Gen. Honoré served as a lieutenant general in the U.S. Army, holding the post of Commanding General, First U.S. Army. Since his retirement in February 2008, Gen. Honoré has been indicatedself employed as a public speaker. Gen. Honoré has significant experience relating to disaster preparedness, particularly including his role as commander of the joint task force responsible for coordinating military relief efforts after Hurricane Katrina. The Board believes Gen. Honoré is highly qualified to serve as a director as a result of his significant public service background and his high level management insight and experience related to catastrophes and similar large-scale operations.
Joia M. Johnson, age 51, is the Chief Legal Officer, General Counsel and Corporate Secretary for Hanesbrands Inc., marketer of innerwear, outerwear and hosiery apparel based in Winston-Salem, North Carolina. Ms. Johnson joined Hanesbrands Inc. in January 2007. From January 2001 until January 2007 she was Executive Vice President, General Counsel and Secretary for RARE Hospitality International, Inc., a publicly traded restaurant franchise owner and operator based in Atlanta, Georgia. Ms. Johnson serves on the H. J. Russell & Company board and on several professional and civic boards. Ms. Johnson was appointed as a member of the Board on February 1, 2011. Her experience in managing operations and in establishing and leading corporate legal functions, and particularly her leadership in the above table. There are no family relationships amongarea of corporate social responsibility, qualify her to serve as a director of the director nominees.

Company.

Charles H. Ogburn, age 55, served as an Executive Director of Arcapita Inc., an international private equity firm, from March 2001 until his retirement on July 31, 2010. Mr. Ogburn has served as a member of the Board of Directors since February 2009. Mr. Ogburn also serves as a member of the board of directors of Caribou Coffee Company and as a trustee of The Cook & Bynum Fund, a mutual fund. Mr. Ogburn has extensive experience in international business matters as well as financial counseling to public and private companies in various life-cycle stages, which experience the Board considered in determining that it believes Mr. Ogburn remains qualified to serve on the Board.
E. Jenner Wood, III, age 59, is the Chairman of the Board, President and Chief Executive Officer of SunTrust Bank Atlanta/Georgia Division, a position he has held since April 2010. From June 2002 until April 2010, he was Chairman of the Board, President and Chief Executive Officer of SunTrust Bank, Central Group. Mr. Wood has served as a member of the Board of Directors since 1997. Mr. Wood also serves as a member of the boards of directors of Oxford Industries, Inc. and Georgia Power Company. Mr. Wood’s experience in financing matters for companies in various industries and of various sizes, as well as his experience gained from sitting as a member of the board of other publicly-traded companies and the depth of his experiences with Crawford, led to the Board’s decision that Mr. Wood is highly qualified to serve on our Board.
Shareholder Vote

Each share of Class B Common Stock may:
• vote FOR the election of the nine (9) nominees for director;
• WITHHOLD AUTHORITY to vote for one or more of the nominees and vote FOR the remaining nominees; or
• WITHHOLD AUTHORITY to vote for all nine (9) nominees.


6

vote FOR the election

Election of the 10 nominees for director;

WITHHOLD AUTHORITY to vote for one or moredirectors is determined by a plurality of the nominees and vote FOR the remaining nominees; or

WITHHOLD AUTHORITY to vote for the 10 nominees.

votes. The 10nine nominees receiving the highest number of affirmative votes will be elected as directors. This number is called a plurality. Cumulative voting is not permitted. Votes withheld, or abstentions, and broker non-votes, will have no effect on the outcome of the election of directors.

The Board of Directors unanimously recommends a vote FOR each of its nominees for Directors.director.
EXECUTIVE OFFICERS
The following are the names, positions held, and ages of each of the executive officers of the Company:
Name
Office
Age
J. T. BowmanPresident and Chief Executive Officer57
W. B. SwainExecutive Vice President, Chief Financial Officer47
A. W. NelsonExecutive Vice President, General Counsel, Corporate Secretary and Chief Administrative Officer46
K. B. FrawleyChief Executive Officer, Property & Casualty — Americas59
D. A. IsaacChief Executive Officer, The Garden City Group, Inc.46
K. F. MartinoChief Executive Officer & President, Broadspire Services, Inc.52
I. V. MuressChief Executive Officer, Property & Casualty — EMEA & Asia-Pacific53
G. T. GibsonChief Strategy Officer58
M. F. ReevesExecutive Vice President, Global Markets58
P. G. PorterSenior Vice President60
B. S. FlynnSenior Vice President51
P. R. AustinSenior Vice President51
R. J. CormicanSenior Vice President63
W. F. BellVice President and Controller50
Mr. Bowman was appointed to his present position with the Company on January 1, 2008. From January 1, 2006 to December 31, 2007 he was Executive Vice President and Chief Operating Officer — Global Property & Casualty of the Company, and was in charge of the Company’s U.S. Property & Casualty and International Operations segments. From April 1, 2001 to December 31, 2005 he was President of Crawford & Company International, Inc. managing the Company’s international operations.
Mr. Swain was appointed to his present position with the Company on October 6, 2006 and from May 2, 2006 acted as interim Chief Financial Officer of the Company. Prior to that and from January 1, 2000 he was Senior Vice President and Controller of the Company.
Mr. Nelson was appointed to his present position with the Company on January 7, 2008. From October 17, 2005 through January 6, 2008 he was Executive Vice President — General Counsel and Corporate Secretary of the Company. Prior to that and from October 1997 he served in various positions with BellSouth Corporation, a telecommunications company, most recently as Chief Compliance Counsel. In that capacity he was in charge of all legal compliance issues facing BellSouth domestically and internationally.
Mr. Frawley was appointed to his present position as CEO — Americas in charge of the Company’s U.S. Property & Casualty segment and certain international operations in all the Americas effective January 7, 2008. Prior to that and from February 23, 2005 when he joined the Company, he was responsible for the Legal Settlement Administration segment of the Company’s business. Prior to joining the Company and since 1996 he was Chief Compliance Officer — Insurance Division for Prudential Financial, Inc. which, through its subsidiaries, provides various financial products and services.


7

Mr. Isaac was appointed to his current position with The Garden City Group, Inc. (“GCG”), a wholly owned subsidiary of the Company, in October 2006. Prior to that and from February 2000 he was President of GCG.
Mr. Martino was appointed to his present position as CEO & President, Broadspire Services, Inc. effective December 29, 2008. Prior to that and from November 27, 2007, when he joined the Company, he was President of Broadspire Services, Inc., responsible for operations. Prior to joining the Company and since February 1999, he was employed by Specialty Risk Services, a claims administration and risk management services provider, where he served as Senior Vice President, Chief Financial Officer and Senior Vice President — Account Management.
Mr. Muress was appointed to his present position as CEO — EMEA/Asia-Pacific, in charge of the Company’s European, Middle Eastern, African and Asia-Pacific operations effective January 7, 2008. Prior to that and from January 2006 he was CEO-EMEA and from August 2002, when he joined the Company’s U.K. subsidiary, until January 2006 he was CEO — UK & Ireland, in charge of the Company’s operations in the United Kingdom and Ireland.
Mr. Gibson was appointed to his present position in charge of Global Strategy, Projects and Development effective January 7, 2008. Prior to that and from January 2006 he was Chief Executive Officer — The Americas, in charge of the international operations for the Company in the Americas outside of the United States. From January 2000 to January 2006 he was Chief Executive Officer — Canada in charge of the Company’s Canadian operations.
Mr. Reeves was appointed to his present position in charge of Global Markets effective January 7, 2008. Prior to that and from November 1, 2004 he was Senior Vice President — Corporate Multinational Risks, responsible for the strategy, sales and account management of the Company’s relationship with the Fortune 1000 market. From November 1, 2002 to November 1, 2004 he was Senior Vice President — Technical Services (UK) responsible for the Company’s Technical Services service line in the United Kingdom.
Mr. Porter was appointed to his current position January 19, 2005 and was interim Senior Vice President — Claims Management from December 15, 2004. Prior to that and from May 1, 2001 he was Senior Vice President in charge of business development for Claims Management Services.
Mr. Flynn was appointed to his present position in charge of the Company’s global information technology operations effective December 10, 2007. Prior to joining the Company and since May 2001 he was Senior Vice President-Technology of BCD Travel USA, LLC, a travel management company.
Ms. Austin was appointed to her present position with the Company on April 24, 2006. Prior to joining the Company and since October 1998 she was Vice President-Human Resources of D. S. Waters of America LP, a bottled water distributor.
Mr. Cormican was appointed to his present position February 15, 2005. Prior to joining the Company from August 2002 until February 2005 he was Senior Vice President and Chief Financial Officer of Assurance America Corporation, an insurance holding company.
Mr. Bell was appointed to his present position with the Company December 4, 2006. Prior to joining the Company and since December 2002, he was Controller of Rock-Tenn Company, a producer of paperboard and packaging.
CORPORATE GOVERNANCE

Director Independence

Our Corporate Governance Guidelines provide that a majority of our directors will be independent directors under the NYSE corporate governance listing standards, as in effect from time to time. In addition, our Corporate Governance Guidelines include certain categorical independence standards to assist the Board in determining director independence that meet the NYSE listing standards. The portion of our Corporate Governance Guidelines addressing director independence is attached to this proxy statement as Appendix B.independence. The full text of theour Corporate Governance Guidelines can be found on our website at www.crawfordandcompany.com by clicking on the Corporate Governance tab.“Corporate Governance” tab, and are available in print to any shareholder that requests it.


8

As required by theour Corporate Governance Guidelines, the Board of Directors reviewed and analyzed the independencerelationships of each director and director nominee.nominee with the Company and its management. The purpose of the review was to determine whether any particular relationships or transactions involving directors or director nominees, or their respective affiliates or immediate family members, were inconsistent with a determination that the director is independent for purposes of serving on the Board and any of its committees. During this review, the Board examined whether there were any transactions and/or relationships between directors or their affiliates or immediate family members and the Company and the substance of any such transactions or relationships.

Committees.

As a result of this review, the Board has determined, pursuant to the listing standards of the NYSE and our Corporate Governance Guidelines, that all Directors standing for electiondirector nominees are independent for purposes of serving on the Board of Directors, except Mr. T.W. Crawford and Mr. Bowman. In addition, allBowman, who is an employee of the members of the Audit Committee and the Nominating/Corporate Governance/Compensation Committee are independent. The companies with whichCompany. Mr. Prince and Mr. Wood are affiliated, Genuine Parts Company andWood’s employer, SunTrust Banks, Inc., respectively, are customersis a customer of the Company and, in the ordinary course of its business, provides certain banking services to the Company, is a customer of SunTrust Banks, Inc.including as an agent and lender under the Company’s credit facility. The Board has determined that the payments to the Company or from the Company with respect to Genuine Parts Company and SunTrust Banks, Inc., as a percentage of either entities’entity’s consolidated gross revenuerevenues are immaterial and, because the Company’s credit facility was entered into in the ordinary course of SunTrust’s business, such loans were and are made on substantially the same terms, including interest rates and collateral, as affecting each director’s independence. In addition, SunTrust Banks, Inc. is a lender tothose prevailing at the Company. The Board has determined

that thesetime for comparable loans with other parties, such loans do not involve more than the normal risk of collectability or present other unfavorable features, and such relationships do not affect the independence of Mr. Wood, since the annual repaymentsWood’s independence. For additional information regarding this relationship, see “Information with Respect to Certain Business Relationships and interest payments on the loans by the Company, and the outstanding total loan balance itself, are not material when compared to the consolidated gross annual revenues of SunTrust Banks, Inc.

Related Transactions.”

Standing Committees and Attendance at Board and Committee Meetings

The Board of Directors has threefour standing committees. Mr. Bowman was elected as a Director bycommittees: the Audit Committee; the Executive Committee; the Nominating and Corporate Governance Committee; and the Compensation Committee. Prior to May 4, 2010, the Board of Directors on February 5, 2008 and is not currently a member of a Committee. Mr. Bowman is expected to become a member ofhad three standing committees: the Audit Committee; the Executive Committee; and the Nominating/Corporate Governance/Compensation Committee.

On May 4, 2010, the Nominating/Corporate Governance/Compensation Committee was separated into two committees, the Nominating and Corporate Governance Committee and the Compensation Committee, and in connection therewith, the Board made certain changes in committee membership.

The Executive Committee.The Executive Committee currently consists of Mr. J.C. Crawford as Chairman, and Messrs. Prince, T.W.Bowman and Ogburn as members. Prior to May 4, 2010, the Executive Committee consisted of Mr. Crawford as Chairman, and WoodMessrs. Bowman, Ogburn and Clarence H. Ridley as members. The Executive Committee may exercise all the authority of the Board of Directors between its meetings with respect to all matters not specifically reserved by law to the Board of Directors. The Executive Committee held fivefour meetings during 2007.

2010.

The Audit Committee.The Audit Committee currently consists of Mr. Edwards as Chairman and Messrs. Lanier, JohnsonWood and PrinceOgburn as members. Prior to May 4, 2010, the Audit Committee consisted of Mr. Johnson wasEdwards as Chairman, and Messrs. Ridley and Ogburn as members. The Board has determined that all of the members of the Audit Committee from April 27, 2004 until May 3, 2007 when Mr. Edwards became Chairman. Mr. Edwards, Mr. Johnson, Mr. Lanier and Mr. Prince are independent under the NYSE listing standards andRule 10A-3 promulgated under the Securities Exchange Act of 1934 and(the “Exchange Act”). In addition, the Board has determined that Mr. Edwards and Mr. Johnson are Auditis an “Audit Committee Financial ExpertsExpert” as defined by Item 401(h)407(d) of SECRegulation S-K. In making such determination, the Board took into consideration, among other things, the express provision in Item 407(d) of SECRegulation S-K under that the Securities Exchange Actdetermination that a person has the attributes of 1934.an audit committee financial expert shall not impose any greater responsibility or liability on that person than the responsibility and liability imposed on such person as a member of the Audit Committee and the Board of Directors, nor shall it affect the duties and obligations of other Audit Committee members or the Board.
The Audit Committee has adopted a written charter, approved by our Board of Directors. The Audit Committee appoints orand discharges our independent auditors,auditor, reviews with the independent auditorsauditor the audit plan and results of the audit engagement, reviews the scope and results of our internal auditing procedures and the adequacy of our accounting controls, approves professional services provided by the independent auditors,auditor, reviews the independence of the independent auditors,auditor, and approves the independent auditor’s audit and non-audit fees.
The Audit Committee also reviews and approves related party transactions in accordance with the Company’s Related Party Transactions Policy. The Company’s Related Party Transactions Policy is designed to eliminate


9

conflicts of interest and improper valuation issues, and applies to the Company’s directors, senior officers, shareholders holding 5% or more of the Company’s stock and family members or controlled affiliates of such persons. The Audit Committee has adoptedFor purposes of the Company’s Related Party Transactions Policy, a written charter, approved by our Board of Directors. “related party transaction” is a transaction between the Company and any related party, other than transactions generally available to all employees and certain de minimis transactions.
The Audit Committee held five meetings during 2007.

2010.

The Nominating/Nominating and Corporate Governance/CompensationGovernance Committee.The Nominating/Nominating and Corporate Governance/ CompensationGovernance Committee currently consists of Mr. LanierDr. Benson as Chairman, and Messrs. Wood, RidleyHonoré and BensonCrawford as members. Mr. Edwards wasThe Nominating and Corporate Governance Committee operates under a memberwritten charter, approved by the Board of the Nominating/Directors. The Nominating and Corporate Governance/Compensation Committee from February 7, 2006 to May 3, 2007. The Nominating/Corporate Governance/CompensationGovernance Committee actively reviews and selects director nominees for the Board and advises and makes recommendations to the Board on all matters concerning corporate governance and directorship practicespractices. The Nominating and Corporate Governance Committee also identifies and evaluates nominees for director according to the guidelines stated in this written charter, and will also consider director candidates recommended by shareholders on the same terms. Except as described below, given evolving needs and challenges of the Company, the Committee does not believe it is appropriate to specify criteria for directors, but rather believes that appropriate candidates should show evidence of leadership in their particular field, have the interest and ability to devote sufficient time to carrying out their respective duties and responsibilities, and that the Board as a whole should have diversity of experience (which may, at any one or more times, include differences with respect to personal, educational or professional experience, gender, ethnicity, geographic origin and location, and age) and the ability to exercise sound business judgment, possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the Company’s shareholders. Pursuant to our Bylaws, except for persons who hold shares entitled to ten percent or more of the voting power of the Company, no person shall be eligible for nomination or renomination to the Board after such person has reached the age of 70. In selecting directors, the Board generally seeks a combination of active or former senior officers of businesses, academics and entrepreneurs whose backgrounds are relevant to the Company’s mission, strategy, operations and perceived needs.
The Nominating and Corporate Governance Committee held five meetings during 2010.
Compensation Committee.  The Compensation Committee currently consists of Mr. Wood as Chairman, and Messrs. Agadi, Edwards and Ogburn as members. The Board of Directors has determined that all members of the Compensation Committee are independent under the NYSE listing standards. The Compensation Committee has adopted a written charter, approved by the Board of Directors. The Compensation Committee formulates and approves salaries,the salary, grants of stock options, performance share units and restricted stock and other compensation to the Chief Executive Officer and, upon recommendation byof the Chief Executive Officer, salaries, grants of stock options, performance share units and restricted stock and other compensation for all other officers of the Company. The Board of Directors has determined that all members of the Nominating/Corporate Governance/Compensation Committee are independent pursuant to the NYSE Listing Rules. The Nominating/Corporate Governance/Compensation Committee has adopted a written charter, approved by the Board of Directors. The Nominating/Corporate Governance/Compensation Committee identifies and evaluates nominees for director according to the guidelines stated in this written charter. The Nominating/Corporate Governance/Compensation Committee will consider director candidates recommended by shareholders. See “Communications with the Board, Board Attendance at Annual Meetings, Shareholder Nominees” below. This Committee held fourthree meetings in 2007.2010. For additional information about the Nominating/Corporate Governance/Compensation Committee’s processes and its role, as well as the role of executive officers and compensation consultants in determining compensation, see “Compensation Discussion and Analysis” below. During 2007:

none of our executive officers was a director of another entity where one of that entity’s executive officers served on our Nominating/Corporate Governance/ Compensation Committee;

no member of the Nominating/Corporate Governance/ Compensation Committee was an officer or employee of the Company or any of its subsidiaries;

no member of the Nominating/Corporate Governance/ Compensation Committee entered into any transaction with our Company in which the amount involved exceeded $120,000;

none of our executive officers served on the compensation committee of any entity where one of that entity’s executive officers served on our Nominating/Corporate Governance/ Compensation Committee; and

none of our executive officers served on the compensation committee of another entity where one of that entity’s executive officers served as a director on our Board.

Executive Sessions of Non-Management Directors

Non-management and independent directors are required to meet regularly without management participation. During 20072010, there were four suchmeetings of non-management and independent directors. Mr. Ogburn, as Non-Executive Chairman of the Board, presides at these meetings. The Presiding Director for each of these meeting was Mr. J.C. Crawford.

Meetings of the Board of Directors and Board Attendance

During 2007,2010, the Board of Directors held five meetings. Each of the Company’s Directorsdirectors attended at least seventy-five percent (75%) of the aggregate number of meetings of the Board of Directors and any committees thereof of which such Directordirector was a member.member (during the period that he or she served). The Company encourages all directors to attend each annual meeting. The Company also holds a full Board meeting the same day as the annual meeting to further encourage all directors to attend the annual meeting. At the 2010 annual meeting, all director nominees who were then members of the Board attended.


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Corporate Governance Guidelines, Charters and Code of Business Conduct

The Company’s

Corporate Governance Guidelines, Committee Charters and Code of Business Conduct
The Company’s Corporate Governance Guidelines, committee charters, and Code of Business Conduct and Ethics are available on its website at www.crawfordandcompany.com under the tab “Corporate Governance,” and are also available without charge in print to any shareholder who makes a request by writing to Corporate Secretary, Legal Department, Crawford & Company, 1001 Summit Boulevard, N.E., Atlanta, Georgia 30319.
Leadership Structure
The Chairman of the Board presides at all meetings of the Board and the shareholders, and exercises such other powers and duties as the Board may assign him. Generally, the Chairman of the Board provides leadership to the Board and works with the Board to define its structure and activities in the fulfillment of its responsibilities. The Company believes that the members of the Board possess considerable and unique knowledge of the challenges and opportunities the Company faces, and therefore are in the best position to evaluate the needs of the Company and how best to organize the capabilities of our directors and executives to meet those needs. As a result, the Company believes that the decision as to who should serve as Chairman and as President and Chief Executive Officer, and whether the offices should be combined or separate, is properly the responsibility of the Board, to be exercised from time to time in appropriate consideration of then-existing facts and circumstances.
Mr. Ogburn has served as a member of the Board since February 2009 and as Non-Executive Chairman of the Board since January 1, 2010. The Board currently believes that, based on the skills and responsibilities of the various Board members and management, and in light of the general economic, business and competitive environment facing the Company, such separation of the chairman and chief executive officer roles enhances (i) appropriate oversight of management by the Board, (ii) Board independence, (iii) the accountability to our shareholders by the Board and (iv) our overall leadership structure. Furthermore, we believe that maintenance of separation of the chairman function from that of the chief executive officer currently allows the chief executive officer to properly focus on managing the business, rather than requiring a significant portion of his efforts to be spent on also overseeing Board matters.
Risk Management
The Company takes a comprehensive approach to risk management and seeks to include risk management principles in all of its management processes. This comprehensive approach is reflected in the reporting processes pursuant to which management provides information to the Board to support the Board’s role in oversight, approval and decision-making.
The Board maintains oversight responsibility for the management of the Company’s risks, and closely monitors the information it receives from management to provide oversight and guidance to our management team concerning the assessment and management of risk. The Board approves the Company’s high level goals, strategies and policies to set the tone and direction for appropriate levels of risk taking within the business.
Our Board also reviews, at least biannually, the Company’s enterprise risk management (ERM) program to ensure that an appropriate ERM process is in place. This review includes a discussion of the major risk exposures identified by senior management, the key strategic plan assumptions considered during the assessment and steps implemented to monitor and mitigate such exposures on an ongoing basis.
In addition to these reviews, our executives with responsibility for various business functionalities provide the Board and its committees with periodic updates regarding the Company’s strategies and objectives, and the risks inherent thereto. Members of management most knowledgeable of relevant issues attend Board meetings to provide additional insight into items being discussed, including risk exposures. In addition, our directors have access to Company management at all times and at all levels to discuss any matters of interest, including those related to risk. The Board and its committees call special meetings when necessary to address specific issues.
The Board has delegated oversight for matters involving certain specific areas of risk exposure to its committees. Each committee reports to the Board of Directors at regularly scheduled Board meetings, and more frequently if appropriate, with respect to the matters and risks for which the committee provides oversight.


11

The Audit Committee oversees the integrity of our financial statements, risks related to our financial reporting process and internal controls, the internal audit function, the independent auditor’s qualifications, independence and performance, and the Company’s corporate finance matters, including its capital structure. The Audit Committee also provides oversight with respect to the Company’s risk management process, including, as required by the NYSE, discussing with management the Company’s significant financial risk exposures, steps management has taken to monitor, control and report such exposures and our policies with respect to risk assessment and risk management.
Our Compensation Committee is responsible primarily for the design and oversight of the Company’s executive compensation policies, plans and practices. A key objective of the Compensation Committee is to ensure that the Company’s overall executive compensation program appropriately links pay to performance and aligns the interests of the Company’s executives with its shareholders, while seeking to encourage an appropriate level of risk-taking behavior consistent with the Company’s long-term strategy. The Compensation Committee also monitors the design and administration of the Company’s overall incentive compensation programs to ensure that they include appropriate safeguards to avoid encouraging unnecessary or excessive risk taking by Company employees.
The Nominating and Corporate Governance Committee oversees risks related to our corporate governance, including Board and director performance, director succession and the Company’s Corporate Governance Guidelines and other governance documents.
Director Compensation

During 2010, each non-employee member of the Board was entitled to receive an aggregate of $60,000 in cash and stock. The cash portion of the compensation was paid quarterly in $7,500 increments. The remainder of such compensation was paid in restricted shares of the Company’s Class A common stock, and was paid in February 2011 to individuals who were on the Board on December 31, 2010. Annual restricted share grants to directors vest on the January 1 next following the grant date. In addition to the foregoing, each non-employee director was entitled to receive $1,000 for each Board or committee meeting attended. Further, the Chairman of the Board and the Chairman of the Audit Committee were also each entitled to a retainer of $3,000 per quarter, and the Chairman of each of the Executive, Compensation and Nominating and Corporate Governance Committees was also entitled to a retainer of $2,500 per quarter. Directors who also serve as employees of the Company do not receive separate compensation for their service to the Board.
The following table provides compensation information for the one-year periodyear ended December 31, 20072010 for each non-executiveindividual who served as a non-management member of our Board of Directors. During 2007 each director of the Company received a quarterly fee of $5,000 and $1,000Directors during 2010. See “Summary Compensation Table” for each Board of Directors and Committee meeting attended. The Chairman of each Committee received an additional fee of $5,000 per quarter with the exception of the Chairman of the Audit Committee, who received $6,000 per quarter.information relating to Mr. Bowman was not a director during 2007.

Bowman’s compensation.

DIRECTOR COMPENSATION TABLE
                         
           Change in
       
           Pension
       
           Value and
       
  Fees
        Nonqualified
       
  Earned
     Stock
  Deferred
       
  or Paid in
  Stock
  Option
  Compensation
  All Other
    
Name
 Cash  Awards(1)  Awards(1)  Earnings  Compensation  Total 
 
Harsha V. Agadi $12,500  $14,999   —   —   —  $27,499 
P. George Benson  43,000   29,999   —   —   —   72,999 
Jesse C. Crawford  53,000   29,999   —   —   —   82,999 
James D. Edwards  55,000   29,999   —   —   —   84,999 
Russel L. Honoré  46,500   29,999   —   —   —   76,499 
J. Hicks Lanier(2)  15,667   —   —   —   —   15,667 
Charles H. Ogburn  62,000   29,999   —   —   —   91,999 
Clarence H. Ridley(3)  39,000   29,999   —   —   —   68,999 
E. Jenner Wood, III  44,000   29,999   —   —   —   73,999 


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Name

  Fees
Earned
or Paid in
Cash(1)		  Stock
Awards		  Stock
Option
Awards(2)		  Non-Equity
Incentive Plan
Compensation		  Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings		  All Other
Compensation		  Total

J. Hicks Lanier

  $56,000  —  $31,017  —  —  —  $87,017

Jesse C. Crawford

   50,000  —   31,017  —  —  —   81,017

Larry L. Prince

   35,000  —   31,017  —  —  —   66,017

E. Jenner Wood, III

   26,000  —   31,017  —  —  —   57,017

Clarence H. Ridley

   28,000  —   31,017  —  —  —   59,017

Robert T. Johnson

   49,000  —   31,017  —  —  —   80,017

James D. Edwards

   39,000  —   31,017  —  —  —   70,017

P. George Benson

   29,000  —   31,017  —  —  —   60,017

(1)See Summary Compensation Table for Disclosure related to Mr. T.W. Crawford.

(2)AmountsRepresents the grant date fair value of awards calculated utilizing the provisions of Statement of Financial Accounting Standards Codification Topic 718 “Compensation-Stock Compensation” (“SFAS”ASC 718”) No. 123R, “Share-based Payment.” (“SFAS 123(R)”), excluding the normal reduction for estimated forfeiture.. See Note 911 of the consolidated financial statements in Item 8 of the Company’s Annual Report for year ended December 31, 2007 regarding assumptions underlying the valuation of equity awards. The full grant date fair value of the awards to each director, computed in accordance with SFAS 123(R), is $31,017. Thestock awards were made pursuant to the terms of the 2007Company’s Non-Employee Director Stock Option Plan. Each non-employee director elected at the 2007 Annual Meeting on May 3, 2007 received an option for 15,000 shares of the Company’s Class A Common Stock at a price of $6.51 per share, the fair market value of the Class A Common Stock on that date. The options are non-transferable; are exercisable at any time after grant; and lapse on the date the holder is no longer a Director, if that occurs on or before the fifth anniversary of the grant date, or otherwise on the tenth anniversary of the grant date. At fiscal year end December 31, 20072010, the aggregate number of stock option awards outstanding for each non-executivenon-employee director was as follows: Dr. Benson 36,000; Mr. Crawford 30,000; Mr. Edwards 39,000; Mr. Lanier, 15,000; Mr. Ridley 42,000; Mr. J.C. Crawford 36,000; Mr. Prince 42,000;and Mr. Wood 42,000; 36,000.
(2)Mr. Ridley 39,000; Mr. Johnson 36,000; Mr. Edwards 36,000; Mr. Benson 33,000.Lanier did not stand for re-election at the 2010 annual meeting.
(3)Not standing for re-election at the Annual Meeting.

Communications with our Board Board Attendance at Annual Meetings,and Shareholder Nominees

Individuals may communicate with our Board by sending a letter to Board of Directors, Crawford & Company, P. O. Box 1261, Tucker, Georgia30085-1261. Your letter will be shared with all members of our Board and may, at the discretion of our Board, be shared with Company management, unless your letter requests otherwise. Communications that are specifically intended for non-managementnon-employee directors should be addressed to “Presiding Director,“Chairman of the Board,” Board of Directors, Crawford & Company at this same address.

The Company encourages all Directors to attend the Company’s Annual Meeting and schedules the Annual Meeting to accommodate all Directors. The Company also holds a full Board meeting the same day as the Annual Meeting to further encourage all Directors to attend the Annual Meeting. At the last Annual Meeting all then current Directors attended.

Any shareholder who certifies that he or she is the continuous record owner of at least one percent (1%) of the common stock of the Company for at least one year prior to the submission of thea candidate and who provides a written statement that he or she intends to continue ownership of the shares through the Annual Meetingdate of Shareholdersthe applicable annual meeting of shareholders may submit a nomination for director. The candidate must meet the qualifications stated in the Company’s By-lawsby-laws and the submission must be made to the Nominating/Nominating and Corporate Governance/CompensationGovernance Committee at P. O. Box 1261, Tucker, Georgia 30085, no more than 180 days and no less than 120 days prior to the anniversary date of this Proxy Statement. The Nominating/Corporate Governance/Compensation Committee will review all candidates submitted by Shareholdersshareholders for consideration as director nominees pursuant to its general practices and the guidelines stated in its charter and the Company’s Corporate Governance Guidelines before submittingdetermining whether to submit any nominee to the full Board of Directors for consideration.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion

The following discussion and Analysis explainsanalysis of our compensation philosophy, objectives, policies and practices are focused primarily on our executive officers, with respect toadditional detail provided for our CEO, CFO and the other three most highly-compensated executive officers, as determined in accordance with applicable SEC rules whichand as set out in the “Summary Compensation Table” below, whom we collectively refer to as our “named executive officers.” The fundamental philosophy of the Nominating/Corporate Governance/Compensation Committee which we referwith respect to in this section as the “Compensation Committee,”executive compensation is to ensure that our compensation programs will enable us to attract and retain key executives critical to our long-term success, through the establishment of a performance-oriented environment that rewards the achievement of both short- and long-term strategic management goals, with the attendant enhancement of shareholder value. This philosophy is implemented through the core principles of “pay for performance” and aligning management’s interests with our shareholders’ interest to support long-term value creation. The Compensation Committee regularly reviews these compensation programs, and makes adjustments as appropriate to accomplish these objectives.

Role of the Compensation Committee and Administration of Compensation

The role of the Compensation Committee, among other responsibilities, is to (1) to annually review the Company’s goals and objectives relative to CEO and senior executive officer compensation, including, as the

Compensation Committee deems appropriate, consideration of the Company’s performance and relative stockholdershareholder return, the value and construct of compensation packages offor comparable officers at comparable companies and the awards given to the Company’s executive officers in past years, (2) annually review, evaluate and such other factorsupdate, as the Compensation Committee deems relevant, (2) to annually evaluateappropriate, the components of the Company’s executive compensation programprograms in view of those goals and objectives, and set compensation levels for seniorthe Company’s executive officers, (3) to annually evaluate the CEO’s and the other senior executives’ performance in light of theestablished goals and objectives, and approve compensation to be paid


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with respect to such performance, including certifying the degree of achievement of performance goals where called for under the terms of performance-based compensation programs, (4) to review and approve the adoption, terms and operation of the Company’s compensation plans for senior executives, including incentive compensation plans and equity-based plans, and (5) in light of the foregoing, to consider and grant bonuses, stock options, performance share units, restricted stock and other discretionary awards, as appropriate, under the Company’s incentive compensation and equity-based plans. Our
The Compensation Committee also servesgenerally does not follow a precise formula for allocating between the three key elements (described below) of compensation to its executive officers. Each element of compensation operates independently of the other functions within our Company including acting as our Nominating and Corporate Governance Committee.

is designed to motivate towards, and reward, a different component of results, thus the Compensation Committee does not believe it is appropriate that payment (or lack thereof) of one element in any period generally should impact payment of any other elements. However, the Compensation Committee reviews information that compares each element of senior executive compensation, both separately and in the aggregate, to amounts paid for positions with similar duties and responsibilities at comparable or peer group companies, and believes it appropriate to target each element of compensation near the median, or midpoint, of compensation paid by such companies.

Role of Certain Senior Executive Officers in Executive Compensation Matters

Our executive officers (particularly our CEO, CFO, Senior Vice President, Human Resources and our Executive Vice President – General Counsel, Corporate Secretary and Chief Administrative Officer)also play an important role with respect to the setting and determination of the annual cash portion of executive compensation, including base salary and payments ofany annual cash incentive compensation. TheseCertain of the Company’s most senior executive officers make recommendations to our Compensation Committee with respect to the setting of performance goals for executive officers under our incentive compensation plans and assessthe assessment of the performance of employeesexecutive officers who are direct reports to such officers. As a result of regular interaction, these senior executive officers are able to provide personal insight as to the performance of their direct reports as well as overall performance trends of executives of the Company. Our Compensation Committee takes theserelies, in part, on this information in connection with its overall assessment as to the adequacy and appropriateness of executive compensation as well as the compensation programs of the Company as a whole. Our Compensation Committee considers any such recommendations into consideration when determining overall individual compensation. Our Compensation Committee approveshas approved ranges of cash compensation for our executive officers (other than our CEO) and, allowswithin those constructs, due to the nature of the working relationship between the CEO and such other executives, and the nature and level of the regular interaction, believes it is appropriate for our CEO to make the final determination with respect to such decisions within those ranges. Our senior officers described above (not including the CEO) attend Compensation Committee meetings as appropriate in order to provide recommendations and insight.

Compensation Consultants

The Compensation Committee’s Chartercharter provides for the Compensation Committee to retain and terminate, as deemed necessary, any compensation consultant to be used to assist in the evaluation of director, CEO or executive compensation. The Compensation Committee has the sole authority to select such consultant and to approve the consultant’s fees and other retention terms. In 2007, with the Compensation Committee’s approval, management engaged2010, Mercer Human Resource Consulting (“Mercer”) was engaged to review and advise the Company and the Compensation Committee on executive and general compensation matters for the Company.
During 2010, the Company paid Mercer and its affiliates fees totaling $418,010, of which $26,464 were paid to Mercer and related to executive compensation matters. The other services provided related to human resources matters and actuarial services. The other services provided by Mercer performed a comprehensive pay analysis ofand its affiliates typically have not been presented to the Company’s key employees during 2007. That pay analysis focused on the elements of the Company’s compensation, as enumerated below, and is referred to in the following discussion as applicable.

For 2007, our Compensation Committee reviewed materials presented by Mercer that included data from a number of published compensation sources including Mercer proprietary sources. For benchmarking purposes, Mercer focused on financial services and insurance firms with (i) gross premiums infor approval as the $2 billion to $6 billion range or (ii) assets in the $4 billion to $9 billion range. The Compensation Committee was not provided with the names of the companies included in the surveys.

Our Compensation Committee determined with Mercer’s input that base salary compensation for our named executive officers generally meets or exceeds comparable market levels, but annual incentives and long-term incentives are below market levels. The Committee has taken action in 2008 to raise annual incentives and long-term incentives closer to market levels as described under “Annual Incentive Compensation” and “Long-term Incentive Compensation” below. Based on recent Company performance, the Committee elected to phase-in the increase in annual incentives and long-term incentives, and it is anticipated that both will remain below market levels for 2008.

Elements of Compensation

There are three key elements in the Company’s executive compensation program:

Pay Element

What the Element Rewards

Purpose of the Pay Element

Base Salary

Individual job performance and merit.Provide competitive compensation. Reward good performance (at individual and Company levels). Ensure internal pay equity among executives.

Annual Incentives

Achievement of targeted revenue, operating earnings(1), accounts receivable management or other performance objectives.Provides focus on meeting annual financial and other operational goals that lead to our long-term success.

Long-term Incentives

Delivering shareholder value. Vesting periods designed to encourage employee retention.

The combination of options, restricted stock and performance share units provides a blended focus on:

•  Increase in stock price

•  Increase in earnings per share

•  Operating earnings

•  Executive ownership of stock

(1)The term ‘operating earnings’ as referred to in this section is defined in Note 10 to the Consolidated Financial Statements in our 2007 Annual Report on Form 10-K.

The Compensation Committee does not follow a precise formula for allocating betweenbelieve that the nature, scope or amount of these three key elements of compensation to its executive officers. However,services negatively affects the Compensation Committee reviews information that compares each element of executive compensation both separatelyconsulting services that Mercer provides to the Company and in the aggregate, to amounts paid for positions with similar duties and responsibilities at comparable or peer group companies. The Compensation Committee’s objective generally is to target total compensation at approximately the median, or midpoint, among comparable companies.

Committee. The Compensation Committee alsodetermined that the other services provided in 2010 did not affect the objectivity or quality of Mercer’s executive compensation consulting services to the Compensation Committee.


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Elements of Compensation
In executing its role with respect to compensation matters, the Compensation Committee considers a variety of factors, in making compensation decisions including recommendations from our senior executive officers and any compensation consultants, both described above, the recent historical (and expected) performance of the individual named executive officer, prior yearthe Company’s historical financial results and shareholder return, an individual executive’s performance in the prior year, cumulative compensation history (to the extent that it impacts pay receivable currently and in the future) and internal pay equity (i.e., compensation levels of our senior executives relative to each other), all as described below.
In 2010, there were three key elements in the Company’s executive compensation program:
Pay Element
What the Element Rewards
Purpose of the Pay Element
Base SalaryIndividual job performance and merit.Provide competitive level of guaranteed cash compensation. Reward performance (at individual and Company levels).
Annual IncentivesCompany-wide or business unit, as applicable, achievement of targeted revenue, operating earnings (1), accounts receivable management or other identified performance objectives, as deemed appropriate.Provide focus on meeting annual financial and other operational goals that are designed to lead to our long-term success.
Long-term IncentivesDelivery of shareholder value. Vesting periods designed to encourage employee retention.
Provide a blended focus on:

•   Increase in stock price;

•   Increase in earnings per share;

•   Net income; and

•   Executive ownership of stock.
(1)The term “operating earnings” as referred to in this section is discussed and defined in Note 12 to the consolidated financial statements in Item 8 of the Company’s Annual Report onForm 10-K for the year ended December 31, 2010.
Compensation and Risk Management
The Compensation Committee does not believe that our executive compensation programs encourage excessive or unnecessary risk-taking. By dividing our executives’ compensation into multiple key elements, the Compensation Committee believes it properly weights the performance compensation eligible to be earned by our executives appropriately between short-term and long-term goals. Additionally, both short-term and long-term incentive compensation awards are capped at a set percentage of an executive’s applicable target award, adding protection against disproportionately large incentives. Our long-term performance compensation is payable in shares of the Company’s Class A Common Stock, and any such awards vest over time. We believe this delayed vesting encourages our executives’ sustained focus on the long-term performance of the Company. The Compensation Committee believes these long-term incentives, when coupled with our executive stock ownership guidelines, promote appropriate alignment of our executives’ interests with those of the Company’s shareholders.
Our executive stock ownership guidelines set out specified equity ownership targets for members of our Board and certain Board elected officers. Non-management Board members are required to own shares in the Company equal in value to their annual cash retainer (currently $30,000). Current non-management members of the Board have until December 31, 2011 to meet the applicable ownership targets. The CEO is required to own shares in the Company equal in value to three times his annual base salary. Executive vice presidents (which includes the remainder of our named executive officers) are required to own shares in the Company equal in value to two times their annual base salary. Certain other Board elected officers are required to own shares in the Company equal in value to their annual base salary. All Board elected officers subject to these guidelines who were employed by the Company on March 1, 2009 have until December 31, 2013 to meet the applicable ownership targets. Any individual hired, promoted or elected to the Board after March 31, 2009 has three years from the date of such hiring, promotion


15

or election, as applicable, to comply with the applicable ownership targets. We currently expect that all individuals subject to these guidelines will comply therewith in a timely manner.
Base Salary Compensation

The

With respect to certain executive officers, including the named executive officers, the Company deemed it appropriate to enter into written employment arrangements with such persons. These employment arrangements typically provide for, among other things, a minimum base salary, which was determined based on, among other things, negotiations with the applicable person, and the Compensation Committee’s overall compensation philosophy discussed above, at the time of hire or the entry into such agreement, as applicable.
In addition, the Compensation Committee has approved, and we have implemented, a comprehensive Wage and Salary Administration Policy applicable to employees of the Company and its U.S. subsidiaries. This policy includes a program for grading each position, including the named executive officers of the Company,officer positions, to ensure appropriate levels of pay forbase salary are paid to each positionexecutive officer as compared to similar positions within the Company and internal and external pay equity. Additionally,at the benchmarked companies. The policy sets forth grade levels and salary ranges for those grade levels, and provides for annual merit adjustments within those ranges and tied to individual job performance as measured primarily through annual performance reviews. Based on a variety of data (including published national surveys, recent and anticipated Company performance and other relevant information), the Compensation Committee annually considers merit increase budgets as a percent of current salariesthe budget for merit-based salary increases and any increases inadjustments to salary ranges for the next fiscal year. Consistent with the overall merit increase percentage,If determined to be appropriate, the Compensation Committee establishes guidelines for individual salary adjustments based primarily on the individual’s performance rating. The base salaries for all employees other than the CEO are determinedreview, as described above under “Role of Senior Executive Officers in this manner. Executive Compensation Matters.”
Based on recent Company performance and general economic conditions, senior management electedrecommended, and the Compensation Committee agreed, that it was appropriate to not provide any merit-based salary increases to our executive officers in 2010. The freeze on merit increases for 2008.

did not apply to executive officers of GCG or to the Company’s international executive officers due to recent positive performance of those segments.

The Compensation Committee re-evaluates the base salary of the CEO on an annual basis. In re-evaluating the base salary for the CEO, the Compensation Committee looks primarily at the year over year growth in pre-tax earningsperformance of the Company. The Compensation Committee also takes into account the Compensation Committee’sperforms an assessment of the personal performance of the CEO during the preceding year and external circumstances which may have impacted that performance which were not within the control of the Company or the CEO. For both establishing and re-evaluating the base salary of the CEO, the Compensation Committee also looks at market conditions, both within the Company’s industry peer group and otherwise, including competitive market data to see how ourthe CEO’s pay level compares to others.

that of CEOs at other comparable companies. Consistent with the Company’s decision to not award merit-based salary increases to its executive officers, Mr. Bowman did not receive a merit-based salary increase in 2010.

Annual Cash Incentive Compensation

The parameters for annual incentive cash compensation are set by our Compensation Committee in annual incentive bonus programs adopted by the Compensation Committee or in letter agreements or employment agreements entered into with specific employees. Actual awardsour executive officers as described above.
For 2010, the Compensation Committee continued the operation of a comprehensive Short-Term Incentive Plan (“STIP”) applicable to, among others, the named executive officers haveofficers. The STIP, as a discretionary component within these parameters.

CEO

Mr. Crawford’sof the Crawford & Company 2007 Management Team Incentive Compensation Plan (the “Management Team Incentive Compensation Plan”), approved by the shareholders at the 2007 annual meeting, is intended to continue the direct linkage between our annual short term performance and compensation package asto the persons who are most responsible for such performance in accordance with the Compensation Committee’s overall compensation philosophy discussed above. Under the terms of the STIP, each participating executive officer is provided clear goals that can, from year to year, include corporate, segment and individual targets, weighted appropriately for the employee’s position in the Company. In 2010, the goals were developed by our executives, in consultation with Mercer, and were reviewed and approved by the Compensation Committee. Each actual performance metric is adjusted to eliminate the impact of


16

movements in exchange rates so that individuals do not benefit from or are not negatively impacted by the movement in exchange rates. Accordingly, the actual results disclosed in this discussion may not agree to our published results.
Achievement of STIP performance targets is designed to result in the payment of meaningful cash bonuses. If maximum Company, segmentand/or individual targeted goals, as applicable and as discussed below, are exceeded, the STIP allows for payment of up to 250% of the STIP target bonus amounts, subject to “negative discretion” retained by the Compensation Committee providesto reduce any overall award payouts. With respect to certain executives (i.e.,those potentially subject to Internal Revenue Code Section 162(m) (discussed below)), bonuses under the STIP are designed to be fully deductible and are awarded under the Management Team Incentive Compensation Plan.
Notwithstanding any individual employee’s goals, for 2010 the Compensation Committee determined that overall Company performance, as determined by consolidated operating earnings, was a critical performance measure that would serve as a minimum requirement to be met for any 2010 STIP payout to be considered. As a result, and after consideration and review of the Company’s expected results, the Compensation Committee determined that 2010 STIP awards would only be considered for payout if consolidated operating earnings exceeded $49,096,800. Such amount was determined after review and consideration of certain internal company projections and operating forecasts.
Annual incentive award opportunities and payouts for each of the named executive officers are discussed below. Threshold, target, and maximum incentive award levels (as a percentage of base salary) for the named executive officers were determined after taking into account, among other market-competitive factors, the information provided by Mercer as to the level and amount of the Company’s historical annual incentive compensation of up to $400,000 at the discretion of the Compensation Committee. As with decisions regarding base salary for the CEO,and any contractually mandated payout levels contained in any applicable employment contracts.
Mr. Bowman
The 2010 STIP award granted by the Compensation Committee considers growthfor Mr. Bowman provided for a target incentive award of 32.5% of his base salary as of January 1, 2010, or $237,250. Based on his level of responsibility and Company oversight obligations, the Compensation Committee determined that it was appropriate to correlate Mr. Bowman’s performance metrics solely to corporate-wide performance, and targets were based on three metrics deemed critical to the Company’s overall success: (1) revenues, (2) operating earnings and (3) workdays outstanding in pre-taxtotal billed and unbilled accounts receivable. 20% of his STIP award was based on revenues, 60% was based on operating earnings when making determinations regarding the CEO’s annual incentive compensation.and 20% was based on workdays outstanding in total billed and unbilled accounts receivable. The Compensation Committee approveddetermined, with input from our executives and Mercer, that these three metrics and percentage allocations provided the most appropriate measures for evaluation of the Company’s annual performance. More weight was allocated to operating earnings as the Compensation Committee believes this is the most critical of the three metrics.
Mr. Bowman’s 2010 STIP award was deemed earned only if achievement of the performance metrics exceeded specified threshold levels. Threshold levels were based on a bonuspercentage of $400,000the target levels as follows: (1) for revenues, the threshold level was set at 95% of the target level; (2) for operating earnings, the threshold level was set at 90% of the target level; and (3) for workdays outstanding in total billed and unbilled accounts receivable, the threshold level was set at 95% of the target level. In addition to the requirement that threshold operating earnings be exceeded for any payout under the 2010 STIP to be made, if the threshold levels of any other metric were not exceeded, Mr. Bowman was not entitled to any payout allocated to that specific metric under the 2010 STIP award.
If target levels were achieved, Mr. Bowman would be entitled to 100% of the 2010 STIP award. If maximum levels of the performance metrics were achieved, Mr. Bowman was entitled to 250% of the 2010 STIP award. If the achievement of performance metrics was in between threshold and target levels, or in between target and maximum levels, Mr. Bowman was entitled to a ratable portion of the 2010 STIP award based upon linear formulas.
                 
  
Threshold
  
Target
  
Maximum
  
Actual
 
 
Revenues
 $940,034,000  $989,509,000  $1,038,984,000  $1,035,574,000 
Operating Earnings
 $55,234,000  $61,371,000  $79,782,000  $75,695,000 
Workdays outstanding in Total Accounts Receivable
  66.5 days or less   63.3 days or less   57.0 days or less   59.9 days 


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Based on the actual performance of the Company during 2010, Mr. Bowman’s STIP award earned from each of the three categories was: (1) $113,719 based on actual revenues; (2) $308,472 based on actual operating earnings, and (3) $85,680 based on workdays outstanding in total billed and unbilled accounts receivable. This resulted in a total earned STIP award of $507,871.
Mr. Swain
The 2010 STIP award granted by the Compensation Committee for Mr. CrawfordSwain provided for 2007,a target incentive award of 23.75% of his base salary, or $95,000. Mr. Swain’s performance metrics and threshold, target and maximum goals were identical to Mr. Bowman’s, discussed above, for the reasons discussed above applicable to Mr. Bowman. Based on the actual performance of the Company during 2010, Mr. Swain’s STIP award earned from each of the three categories was: (1) $45,536 based on actual revenues; (2) $123,519 based on actual operating earnings, and (3) $34,308 based on workdays outstanding in total billed and unbilled accounts receivable. This resulted in a total earned STIP award of $203,363.
Mr. Muress
The 2010 STIP award granted by the Compensation Committee to Mr. Muress provided for a target incentive award of 47.5% of his base salary, or $291,406 based on the exchange rate in effect on December 31, 2010. Based upon his level of seniority in the Company and his specific oversight responsibilities, the Compensation Committee determined that it was appropriate that Mr. Muress’ performance metrics be paidbased 30% on the metrics outlined above for Mr. Bowman (with allocation among this 30% in 2008. However,the same proportion as Mr. Crawford requested thatBowman’s total allocation), and 70% on the “UCA division” performance, which consists of portions of the Company’s International Operations segment from the United Kingdom, Australia, continental Europe, the Middle East, Africa and Asia. The Compensation Committee believes this pro-ration of Mr. Muress’ bonus be eliminated; thus no bonusopportunity based on the performance of the total Company and the division he manages appropriately ties and weights various performance metrics. The Company does not make separate resource allocation decisions, and does not separately report financial results, for the UCA division.
Mr. Muress’ UCA division performance metrics were based on the same three metrics used to evaluate Company performance, which categories were also deemed indicative of the UCA division’s overall success. As a result, 20% of his STIP award eligibility attributable to UCA division performance was actuallybased on revenue, 60% was based on operating earnings, and 20% was based on workdays outstanding in total billed and unbilled accounts receivable. As with total Company performance, more weight was allocated to operating earnings as the Compensation Committee believed this was the most critical of the three metrics to overall success.
                 
  
Threshold
  
Target
  
Maximum
  
Actual
 
 
UCA Revenues
 $259,940,000  $273,621,000  $300,983,000  $290,873,000 
UCA Operating Earnings
 $19,175,000  $21,305,000  $42,610,000  $25,132,000 
UCA Workdays outstanding in Total Accounts Receivable
  89.9 days or less   85.6 days or less   77.0 days or less   89.0 days 
Mr. Muress’ performance metrics and threshold, target and maximum goals for total Company performance were identical to Mr. Bowman’s, discussed above, for the reasons discussed above applicable to Mr. Bowman. Based on the actual performance of the Company during 2010, Mr. Muress’ STIP award earned from each of those three metrics was: (1) $33,763 based on actual revenues; (2) $93,262 based on actual operating earnings, and (3) $26,876 based on workdays outstanding in total billed and unbilled accounts receivable. Based on the actual performance of the UCA division during 2010, Mr. Muress’ STIP award earned from each of the three metrics was: (1) $66,520 based on actual revenues; (2) $144,375 based on actual operating earnings, and (3) $8,388 based on workdays outstanding in total billed and unbilled accounts receivable. This resulted in a total earned STIP award paid to Mr. CrawfordMuress for 2007.

2010 performance of $373,184.

CFOMr. Isaac

Named executive officers who are

Employees of GCG, the Company’s wholly owned subsidiary, such as Mr. Isaac, did not otherwise entitled to specified bonuses in their negotiated employment letters or agreements may participate in our comprehensive annual bonus program. For 2007, only Mr. Swain, our CFO, participated in this program. Bonuses under this program are awarded in the discretion of our CEO from a pool established under2010 STIP. Instead, the terms of a bonus plan approved by our Compensation Committee. Funding for the management bonus plan pool has two components: (1) a base component of 1.5% of pretax income for the Company and (2) a growth component based on achieving growth in pretax income over threshold pretax income. If targeted earnings growth is achieved, the growth component equals 5.22% of pretax income for the Company. If earnings growth is less than targeted growth, the growth component is prorated based on the ratio of actual growth achieved to the target. If there is no earnings growth, the growth component is zero. For 2007, the Company did not achieve the targeted growth in pretax income and therefore the pool did not reflect a growth component. Mr. Swain was paid a discretionary bonus from this pool of $40,000 for 2007.

Mr. Isaac

The annual incentive compensation for Mr. Isaac was determined underpursuant to his negotiated


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employment agreement, which links his bonus to the pre-tax income of The Garden City Group (“GCG”).GCG. Pre-tax income of GCG is determined before taxes but after expense and interest on borrowed funds (if any) at the Company’s prevailing rate of interest. For 2007Under this agreement, for 2008 and later performance years, growth will beis measured by comparing the pre-tax income in the relevant performance year to the average actual pre-tax income in the three preceding years. No amount is payable forif cumulative performance exhibits less than 10% growth. TheHis employment agreement provides for a threshold, target and maximum bonusincentive award of $200,000,$250,000, $400,000 and $600,000, respectively. However, in 2007, noIn 2010, Mr. Isaac earned the maximum of $600,000 available as annual incentive compensation was paid to Mr. Isaac as cumulative performance was less than 10%exceeded 20% compound annual growth.

Mr. Bowman and Mr. FrawleyNelson

For 2007, target bonuses to be paid to Mr. Bowman and Mr. Frawley were determined under letter agreements with these officers, which provided for maximum bonuses of $250,000 and $535,600, respectively,

and the actual amount of bonus was determined in the discretion of our CEO. Mr. Bowman received a $250,000 bonus and Mr. Frawley received a $200,000 bonus.

Recent actions

The 2010 STIP award granted by the Compensation Committee with respect to AnnualMr. Nelson provided for a target incentive award of 23.75% of his base salary, or $100,938. Mr. Nelson’s performance metrics and threshold, target and maximum goals were identical to Mr. Bowman’s, discussed above, for the reasons discussed above applicable to Mr. Bowman. Based on the actual performance of the Company during 2010, Mr. Nelson’s STIP award earned among the three categories was: (1) $48,382 based on the actual revenues; (2) $131,239 based on actual operating earnings, and (3) $36,452 based on workdays outstanding in total billed and unbilled accounts receivable. This resulted in a total earned STIP award of $216,073.
Long-Term Incentive Compensation

Based on input from

After consulting with Mercer that annual incentives for our named executive officers were below market, for 2008 and future years,the evaluation of other competitive considerations, the Compensation Committee has adopteddesigned the Company’s long-term incentive compensation program with a comprehensive Short-Term Incentive Plan (“STIP”) that will cover all key employeesgoal of incentivizing management towards the long-term future success of the Company (other than employeesCompany. Long-term incentive compensation is payable in shares of GCG, such as Mr. Isaac). The STIP, together with the Crawford & Company 2007 Management Team Incentive Compensation Plan, adopted by the shareholders at the 2007 Annual Meeting, are intended to continue the direct linkage between our performance and compensationCompany’s Class A Common Stock pursuant to the persons who are most responsible for such performance. Under the terms of the STIP, each employee is provided clear goals that can include corporate, segment and individual targets, weighted appropriately for the employee’s position in the Company. The CEO and certain other members of senior management have their performance targets keyed solely to corporate-wide performance. Achievement of STIP performance targets provide for payment of meaningful cash bonuses. If Company, segment or individual targeted goals, as applicable, are exceeded, the STIP allows for payment of up to 200% of the STIP bonus amounts. With respect to certain senior executives (i.e., those potentially subject to Internal Revenue Code Section 162(m) (discussed below)), bonuses under the STIP that are designed to be fully deductible are also subject to the additional terms and conditions of the 2007 Management Team Incentive Compensation Plan. Notwithstanding any individual employee’s goals, 2008 STIP awards are only earned if consolidated operating earnings equal or exceed $50,717,600. 2008 STIP awards for each of the named executive officers (as applicable) are discussed under “Employment and Change-in-Control Arrangements.”

Long-Term Incentive Compensation

Under the Company’s Executive Stock Bonus Plan as Amended and Restated March 1, 2008,the Management Team Incentive Compensation Plan, and any award earned in 2010 vests in equal, annual installments over three years, with the first installment vesting on December 31, 2010. Under the terms of that plan, officers and other key employees of the Company may be granted performance share unit awards, restricted stock awards or stock option awards (collectively “Awards”), payable in shares of the Company’s Class A Common Stock. The award of stock options under this plan is contingent on approval by the Company’s shareholders of the plan amendments proposed in this proxy statement.. The Compensation Committee makes all determinations regarding awardsAwards under these plansthis program to the CEO and approves awardsAwards for other executive officers, including the other named executive officers, based on recommendations of the CEO. The number of shares of the Company’s Class A Common Stock covered by such awardsAwards is generally based upon the grade level of the executive officer or other key employee, but generally without regard tounder the individual’s stock ownership.Company’s Wage and Salary Administration Policy. In addition to Awards made in accordance with the Company’s comprehensive annual long-term incentive compensation plans,program, performance share unit awards, restricted stock awards or stock option awards aremay be granted by the Compensation Committee to the CEO and the other named executive officers under certain agreements (as discussed in further detail below under “Employment andChange-in-Control Arrangements”).

2007 Long-Term Incentive Compensation Plan

For 2007, the Compensation Committee approved a comprehensive long-term incentive compensation plan that includes the CEO, the CFO and Mr. Bowman. One-half of the performance share units awarded under this long-term incentive plan are earned based on the named executive officer’s individual performance and one-half of the performance share units are earned based on the Company’s performance. Performance share unit awards are subject to graded vesting over five years. Shares are not issued until the vesting requirements have lapsed. Dividends are not paid or accrued on unvested shares.

The portion of 2007 performance share units to be earned based on the Company’s performance were intended to reward the achievement of specified goals based on a percentage of operating earnings as described in the following table:

Operating Earnings

Performance Share
Units Eligible to be
Earned

Greater than or equal to $57,084,500

50%

Greater than or equal to $51,895,000

33.33%

Greater than or equal to $46,705,500

16.66%

There were no performance shares earned based on the Company’s performance for 2007 as operating earnings were below the specified levels.

Individual performance goals for the named executive officers are keyed to the executive’s annual performance appraisal. The Compensation Committee conducts the annual performance appraisal of the CEO. The Compensation Committee granted Mr. Crawford 10,000 performance share units in 2007. Based on his annual performance appraisal, Mr. Crawford earned 5,000 shares eligible to be earned under this award. The CEO conducts the annual performance appraisals of all of the other named executive officers, which have not yet been completed for 2007. The Compensation Committee granted Messrs. Swain and Bowman each 4,500 performance share units in 2007.

Recent actions by the Compensation Committee with respect to Long-Term Incentive Compensation

Mercer’s review of the long-term incentive compensation of the Company’s key executives identified a deficiency in the levels of this compensation when compared to the market. For 2008 and future years,2010, long-term compensation for specified key employeesexecutive officers of the Company (the “Long-Term Incentive Plan” (oror “LTIP”)) will be was awarded under the terms of the Company’s Executive Stock Bonus Plan and the Crawford & Company 2007 Management Team Incentive Compensation Plan. With respect to certain senior executives (i.e.,those potentially subject to Internal Revenue Code Section 162(m)), LTIP awards that are intended to be fully deductibletax-deductible are also subject to the additional terms and conditions of the Management Team Incentive Compensation Plan.

Under the terms of the 20082010 LTIP, each executive has beenofficer was granted an award of performance share units that maywere eligible to be earned based on the earnings per share of the Company for 2008.2010. If the Company’s 20082010 earnings per share arewas at least $0.38,$0.44, 50% of these performance share units will bewould have been earned. If the Company’s 20082010 earnings per share are $0.44,was $0.50, the “target” level, 100% of these performance share units will bewould have been earned. If the Company’s 20082010 earnings per share are $0.50,was $0.56, 150% of these performance share units will bewould have been earned. If the Company’s 20082010 earnings per share exceed $0.56,exceeded $0.62 for 2010, 200% of these performance share units will bewould have been earned. The percentage of performance share units earned willwas to be adjusted ratably for earnings per share between $0.38$0.44 and $0.56.$0.62. None of these performance share units will bewould have been earned for earnings per share of less than $0.38. Earned$0.44. The earnings per share levels were determined by setting the threshold amount equal to the lower-end of the initial earnings per share guidance publicly forecast by the Company for 2010 and setting the maximum amount equal to certain stretch targets in excess of certain amounts calculated in accordance with internal


19

budget and forecast amounts. Based on additional analysis of the Company’s 2010 performance, specifically associated to special credits and charges in the Company’s 2010 financial results related to (i) a tax credit connected to the acquisition of Broadspire Management Services, Inc. and (ii) additional goodwill impairment charges related to the Broadspire segment, the Committee concluded that, for purposes of the 2010 LTIP, the earnings per share performance would be deemed to be $0.50 for 2010, thus 100% of the performance share units arewere deemed earned.
Long-term incentive compensation for each of the named executive officers is discussed below. Target awards for the named executive officers were determined after taking into account, among other market-competitive factors, the information provided by Mercer as to the type, level and amount of the Company’s historical long-term incentive compensation.
Mr. Bowman
The 2010 LTIP award granted by the Compensation Committee to Mr. Bowman provided for a grant of 50,000 performance share units at “target” performance levels. Based on actual performance under the LTIP, as adjusted by the Compensation Committee, all 50,000 of the performance share units were earned.
Mr. Swain
The 2010 LTIP award granted by the Compensation Committee to Mr. Swain provided for a grant of 30,000 performance share units at “target” performance levels. Based on actual performance under the LTIP, as adjusted by the Compensation Committee, all 30,000 of the performance share units were earned.
Mr. Muress
The 2010 LTIP award granted by the Compensation Committee to Mr. Muress provided for a grant of 20,000 performance share units at “target” performance levels. Based on actual performance under the LTIP, as adjusted by the Compensation Committee, all 20,000 of the performance share units were earned.
In addition to the 2010 LTIP award, effective as of March 24, 2006 and as previously disclosed, Mr. Muress was awarded a grant of 50,000 performance share units under the Company’s Executive Stock Bonus Plan, with any earned portion of the award payable in shares of the Company’s Class A Common Stock, subject to vesting requirements atStock. Performance goals for this award were based on compound growth during a rate of 33five-year period, beginning in 2006 and ending in 2010, with partial accelerated payment if growth targets were achieved during the 12006-2008/3% measurement period. The growth targets were a measure of the earned award per year. 2008 LTIP awardsincrease in pre-tax income for eachthe Company’s United Kingdom operations. The Company does not separately make resource allocation decisions, and does not report financial results, for its United Kingdom operations. If growth of 7.5% was achieved, then 25% of the named executive officers (as applicable) are discussedaward would be earned. If growth of 10% was achieved, then 50% of the award would be earned. If growth of 15% was achieved, then 100% of the award would be earned. As of the end of the 2008 period, growth of 15% was achieved, thus 50% of the award, or 25,000 of the performance share units, was earned on an accelerated basis, and had vested as of October 31, 2008. As of the end of the 2010 period, growth of 15% was achieved, thus the remaining 25,000 performance share units were earned based on the performance during the2006-2010 performance period.
Mr. Isaac
As a result of grants of performance shares required to be made to him pursuant to the terms of his employment agreement, described below, the Compensation Committee determined that it was not appropriate for Mr. Isaac to participate in the 2010 LTIP.
Mr. Nelson
The 2010 LTIP award granted by the Compensation Committee to Mr. Nelson provided for a grant of 30,000 performance share units at “target” performance levels. Based on actual performance under “Employment and Change-in-Control Arrangements.”the LTIP, as adjusted by the Compensation Committee, all 30,000 of the performance share units were earned.


20

Other Elements of Compensation

Our named

Based on market competitive and internal factors, the Compensation Committee believes that it is appropriate that our executive officers be eligible to participate in other compensation plans offered to our employees. Mr. Swain participates in a noncontributory qualified retirement plan that was frozen as of December 31, 2002. All U.S. based named executive officers are also eligible to participate in a qualified 401(k) plan and a nonqualified supplemental executive retirement plan. Our named executive officers are also offered the opportunity to participate in a similar nonqualified deferred compensation plan.

Benefits under the qualified and nonqualified retirement plans are not directly tied to Company performance. The Company also provides life insurance benefits, automobile allowances and reimbursement of club dues for certain of our executives, including the named executive officers, as noted in the Summary Compensation Table, below.

Impact of Internal Revenue Code Section 162(m)

Internal Revenue Code Section 162(m) provides that annual compensation in excess of $1 million paid to certain executive officers is not deductible for the Company unless it is performance-based. It is now the policy of the Compensation Committee to have incentive compensation for the Company’s executivesnamed executive officers qualify for full tax deductibility for the Company to the extent feasible and consistent with our overall compensation objectives.philosophy. The Crawford & Company 2007Company’s Management Team Incentive Compensation Plan, effective for 2008 and future years, is designed to allow the Compensation Committee to structure short-term incentive compensation (annual bonus)incentive awards) and long-term incentive compensation (equity-based awards) under that plan so that the resulting compensation wouldwill be qualified ‘performance-based compensation’ eligible for deductibility without limitation under Code Section 162(m). However, the Compensation Committee retains the discretion to pay appropriate compensation, even if it may result in the non-deductibility of certain amounts under federal tax law. ForNo payments made by the Company’s 2007 fiscal year, payments to Mr. Bowman exceeded the $1 million limit imposed by Section 162(m). The total compensationCompany in 2010 were subject to the Section 162(m) limitation paid to Mr. Bowman for the year was $1,170,928, exceeding the limit by $170,928. The amount paid to Mr. Bowman for the period included a $250,000 bonus and a $312,137 distribution from the Company’s Deferred Compensation Plan. The $250,000 bonus was not ‘performance-based compensation’ under the termsnon-deductibility limitations of Code Section 162(m). The $312,137 distribution from the Company’s Deferred Compensation Plan was a singular event resultant from the Company’s decision to allow changes in the timing of distribution of amounts owed to participants under the Deferred Compensation Plan as a result of changes in the tax laws made by Code Section 409A.


21

Summary of Cash and Certain Other Compensation

The following table includes information concerning compensation for the one-year periods ended December 31, 2007 and December 31, 2006, paid to, or accrued by the Company for, our named executive officers at December 31, 2007. As noted above, Mr. Crawford served as our President and Chief Executive Officer throughout 2007, and Mr. Bowman assumed that role effective January 1, 2008.

2010.

SUMMARY COMPENSATION TABLE

Name and Principal Position

 Year Salary
($)(1)		 Bonus
($)		 Stock
Awards
($)(2)		 Option
Awards
($)(2)		 Non-Equity
Incentive
Plan
Compen-
sation
($)		 Change in
Pensions
Value and
Nonqualified
Deferred
Compen-
sation
Earnings
($)		 All
Other
Compen-
sation
($)(3)		 Total
($)

T. W. Crawford

 2007 $751,600 $— $29,416 $166,337 $— $— $56,226 $1,003,579

President and Chief Executive Officer

 2006  730,000  400,000  23,771  253,260  —  67  69,075  1,476,173

W. B. Swain

 2007  307,540  40,000  13,298  6,969  —  —  24,618  392,425

Executive Vice President – Chief Financial Officer

 2006  258,500  20,000  7,538  9,620  —  3,033  23,235  321,926

J. T. Bowman

 2007  550,000  250,000  72,690  98,066  —  —  55,055  1,025,811

Chief Operating Officer – Global Property & Casualty

 2006  500,000  250,000  75,900  90,266  —  16,524  55,822  988,512

D. A. Isaac

 2007  600,000  —  422,205  10,509  —  —  2,540,679  3,573,393

Chief Executive Officer – The Garden City Group, Inc.

 2006  600,000  —  524,780  10,870  600,000  —  3,490,975  5,226,625

K. B. Frawley

 2007  515,000  200,000  18,237  22,534  —  —  42,463  798,234

Executive Vice President – Financial Administrative Services

 2006  512,692  200,000  —  18,477  —  2,370  45,562  779,101

                                     
              Change in
    
              Pension
    
              Value and
    
            Non-Equity
 Nonqualified
    
            Incentive
 Deferred
 All
  
        Stock
 Option
 Plan
 Compensation
 Other
  
    Salary
 Bonus
 Awards
 Awards
 Compensation
 Earnings
 Compensation
 Total
Name and Principal Position
 Year ($) ($) ($)(1) ($)(1) ($) ($)(2) ($)(3) ($)
 
J.T. Bowman  2010  $730,000  $—  $214,167  $—  $507,871  $2,677  $111,852  $1,566,567 
President and Chief  2009   730,000   —   373,332   —   40,185   2,518   127,211   1,273,246 
Executive Officer  2008   700,000   —   577,500   636,900   595,831   381   95,490   2,606,102 
W.B. Swain  2010   400,000   —   89,100   —   203,363   22,193   18,908   733,564 
Executive Vice  2009   400,000   —   184,600   —   16,177   28,060   35,841   664,678 
President — Chief  2008   400,000   —   462,000   —   248,808   —   26,865   1,137,673 
Financial Officer                                    
I.V. Muress(4)  2010   617,035   —   59,400   —   290,498   —   79,423   1,046,356 
Executive Vice  2009   601,896   —   123,069   —   299,006   —   77,696   1,101,667 
President; Chief Executive  2008   759,957   —   308,000   —   515,506   —   98,807   1,682,270 
Officer — EMEA/A-P                                    
D.A. Isaac  2010   647,500   —   523,620   —   600,000   —   5,012,537   6,783,657 
Executive Vice  2009   630,000   —   —   —   —   —   2,477,220   3,107,220 
President; Chief Executive  2008   630,000   —   —   —   —   —   2,259,564   2,889,564 
Officer — The Garden City Group, Inc                                    
A.W. Nelson  2010   425,000   —   89,100   —   216,073   420   14,188   744,781 
Executive Vice  2009   425,000   —   231,775   —   17,188   552   9,050   683,565 
President — General  2008   425,000   —   462,000   —   264,357   97   43,445   1,194,899 
Counsel; Corporate Secretary and Chief
Administrative Officer		                                    
(1)Includes director’s fees of $30,000 for T.W. Crawford.

(2)The values forof equity-based awards in this column represent the cost recognized for financial statement reporting purposes forgrant date fair value of the applicable yearawards in accordance with SFAS 123(R).ASC 718. However, pursuant to SEC rules these values are not reduced by an estimate for the probability of forfeiture. The assumptions used to value these awards can be foundSee Note 11 of the consolidated financial statements in Note 9 toItem 8 of the Consolidated Financial Statements in our 2007Company’s Annual Report on Form 10-K.for year ended December 31, 2010 regarding assumptions underlying the valuation of equity awards.

(3)(2)Represents the following amounts for 2007:2010: (i) Mr. Crawford: $31,716 Company contribution toBowman: $2,677 earnings from the Crawford Nonqualified Deferred Compensation Plan; (ii) Mr. Swain: $4,227 earnings from the Crawford Nonqualified Deferred Compensation Plan underand $17,966 actuarial increase in pension value; and (iii) Mr. Nelson: $420 earnings from the Company’s Supplemental Executive Retirement Plan (“SERP”), $7,875Crawford Nonqualified Deferred Compensation Plan. Due to a clerical error, prior years’ amounts were not previously disclosed.
(3)Represents the following amounts for 2010: (i) Mr. Bowman: a $11,025 Company contribution to the Crawford Savings and Investment Plan, $6,036Plan; a $75,000 Company contribution to the Crawford Nonqualified Deferred Compensation Plan; $2,545 in country club dues, $5,475 apartment rent, $4,944 airfare for spouse,dues; a $16,320 automobile allowance; and $180a $6,962 premium payment on term life insurance; (ii) Mr. Swain: $5,664 Company contribution to the Deferred Compensation Plan under the Company’s SERP, $13,500a $11,025 Company contribution to the Crawford Savings and Investment Plan, $400 for country club dues, $4,874 automobile allowance,Plan; a $7,703 Company contribution to the Crawford Nonqualified Deferred Compensation Plan; and a $180 premium payment on term life insurance; (iii) Mr. Bowman: $25,759Muress: a $61,699 Company contribution to the Deferred Compensation PlanU.K. pension fund; and a $17,724 automobile allowance; (iv) Mr. Isaac: $4,989,983 in commissions paid pursuant to his employment agreement, and as described in more detail below under the Company’s SERP, $13,500“Employment andChange-in-Control Arrangements;” a $9,800 Company contribution to a 401(k) Investment Plan; a $12,000 automobile allowance; and a $754 premium payment on term life insurance; and (v) Mr. Nelson: a $6,431 Company contribution to the Crawford Savings and Investment Plan, $3,136 for country club dues, $12,480 automobile allowance, and $180 premium payment on term life insurance; (iv) Mr. Isaac: $2,519,679 commissions, $9,000 Company contribution toPlan; a 401(k) Investment Plan, and $12,000 automobile allowance; (v) Mr. Frawley: $17,150$5,166 Company contribution to the Crawford Nonqualified Deferred Compensation Plan under the Company’s SERP, $7,875 Company contribution to the Crawford Savings and Investment Plan, $5,738 forPlan; $2,411 in country club dues, $11,520 automobile allowance,dues; and a $180 premium payment on term life insurance.
(4)Compensation for Mr. Muress is paid in British pounds sterling and converted to U.S. dollars using the average exchange rate in effect for each particular year. Amounts paid are determined based on payments in the fiscal year of the Company, and not the fiscal year of the Company’s international subsidiaries, which may differ from the fiscal year of the Company.


22

Grant of Plan-Based Awards Table

The Company maintains the Executive Stock Bonus Plan under which awards of performance share units, or restricted stock or stock options may be granted to specified employees of the Company. Non-equity incentive plan cash awards are paid pursuant to the Company’s STIP. The following table sets forth certain information with respect to the non-equity incentive awards restricted stock awards, performance share unit awards and options granted during or for the fiscal year ended December 31, 20072010 to each of our named executive officers.

Name and
Position

 Grant
Date(1)		 Grant
Date(2)		 Estimated Future
Payouts Under Non-Equity
Incentive Plan Awards		 Estimated Future
Payouts Under Equity
Incentive Plan
Awards(3)		 All
Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)		 All
Other
Option
Awards:
Number of
Securities
Underlying
Options(#)		 Exercise
or Base
Price of
Option
Awards
($/sh)		 Grant
Date
Fair
Value
of Stock
and
Option
Awards
   Threshold
($)		 Target
($)		 Maximum
($)		 Threshold
(#)		 Target
(#)		 Maximum
(#)		    

T. W. Crawford

 3/2/07 3/2/07 — — — — 6,700 10,000 — — — $49,800

W. B. Swain

 3/2/07 3/2/07 — — — — 3,016 4,500 — — —  22,410

J. T. Bowman

 3/2/07 3/2/07 — — — — 3,016 4,500 — — —  22,410

D. A. Isaac

 10/24/06 1/1/07 — — — 31,000 62,000 62,000 — — —  326,740

K. B. Frawley

 3/2/07 3/2/07 — — — — — — 16,670 — —  91,185

                                         
                             Grant
 
                       All
  All
  Date
 
              Estimated Possible
  Other
  Other
  Fair
 
     Estimated Possible
  Payouts Under Equity
  Stock Awards:
  Option Awards:
  Value
 
     Payouts Under Non-Equity
  Incentive Plan
  Number of
  Number of
  of Stock
 
     Incentive Plan Awards  Awards(2)  Shares of
  Securities
  and
 
Name and
 Grant
  Threshold
  Target
  Maximum
  Threshold
  Target
  Maximum
  Stock or
  Underlying
  Option
 
Position
 Date  ($)  ($)  ($)  (#)  (#)  (#)  Units (#)  Options(#)  Awards 
 
J. T. Bowman  2/19/10  $—  $—  $—   25,000   50,000   100,000   —   —  $148,500 
J. T. Bowman  12/31/10   —   —   —   —   —   —   27,023(3)  —   65,667 
J. T. Bowman(1)  2/19/10   —   237,250   593,125   —   —   —   —   —   — 
W. B. Swain  2/19/10   —   —   —   15,000   30,000   60,000   —   —   89,100 
W. B. Swain(1)  2/19/10   —   95,000   237,500   —   —   —   —   —   — 
I. V. Muress  2/19/10   —   —   —   10,000   20,000   40,000   —   —   59,400 
I. V. Muress(1)  2/19/10   —   291,406   582,812   —   —   —   —   —   — 
D. A. Isaac(4)  —   250,000   400,000   600,000   —   —   —   —   —   — 
A. W. Nelson  2/19/10   —   —   —   15,000   30,000   60,000   —   —   89,100 
A. W. Nelson(1)  2/19/10   —   100,938   252,344   —   —   —   —   —   — 
(1)DateRepresents the potential payout of Nominating/Corporate Governance/awards granted under the STIP. These awards were subject to the attainment of certain performance targets. The performance targets and target award multiples for determining the payout are described under “Compensation Discussion and Analysis — Annual Cash Incentive Compensation.” Actual amounts paid under the plan to the named executive officers are reported in the Summary Compensation Committee action on award.Table under the “Non-Equity Incentive Plan Compensation” column.

(2)Effective Date of award.

(3)These columns showRepresents the potential number of performance share unitunits payable under the LTIP. These awards that would be awarded ifwere subject to the threshold,attainment of certain performance targets. The performance targets and target or maximum performance goalsaward multiples for determining the payout are satisfied.described under “Compensation Discussion and Analysis — Long-Term Incentive Compensation.” Actual amounts paid under the plan to the named executive officers are reported in the Summary Compensation Table under the “Stock Awards” column.
(3)Represents stock grant per the terms of Mr. Bowman’s employment agreement.
(4)Represents the potential payout of previously approved incentive awards in accordance with the terms of Mr. Isaac’s employment agreement entered into in 2006.


23

Outstanding Equity Awards at December 31, 2007 Table2010

The following table sets forth certain information with respect to the outstanding equity awards at December 31, 20072010 for each of our named executive officers.

Name

 Option Awards Stock Awards
 Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(1)(2)		 Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(1)		  Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options(#)		 Option
Exercise
Price
($)		 Option
Expiration
Date		 Number
of Shares
or Units
of Stock
That
Have Not
Vested (#)		  Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)(12)		 Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
(#)		  Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)(16)

T. W. Crawford

 375,000 125,000(3) — $5.08 9/1/2014 —   — —   —
 — —  —  — — 2,000(10) $7,000 —  $—
 — —  —  — — 5,001(11)  17,504 —   —
 — —  —  — — —   — 10,000(14)  35,000

W. B. Swain

 3,000 —  —  19.125 1/15/2008 —   — —   —
 2,000 —  —  12.50 2/2/2009 —   — —   —
 5,000 —  —  11.25 2/1/2010 —   — —   —
 8,000 —  —  10.00 1/30/2011 —   — —   —
 7,500 —  —  8.82 1/29/2012 —   — —   —
 4,000 1,000(4) —  4.70 1/28/2013 —   — —   —
 6,000 4,000(5) —  6.66 2/3/2014 —   — —   —
 — —  —  — — 4,800(12)  16,800 —   —
 — —  —  — — 400(10)  1,400 —   —
 — —  —  — — 600(11)  2,100 —   —
 — —  —  — — —   — 4,500(14)  15,750

J. T. Bowman

 8,000 —  —  19.125 1/15/2008 —   — —   —
 3,000 —  —  12.50 2/2/2009 —   — —   —
 5,000 —  —  11.25 2/1/2010 —   — —   —
 13,000 —  —  10.00 1/30/2011 —   — —   —
 22,500 —  —  8.82 1/29/2012 —   — —   —
 — 50,000(6) —  8.82 1/29/2009 —   — —   —
 12,000 3,000(4) —  4.70 1/28/2013 —   — —   —
 18,000 12,000(5) —  6.66 2/3/2014 —   — —   —
 75,120 50,080(7) —  6.36 9/15/2014 —   — —   —
 — —  —  — — 40,000(13)  140,000 —   —
 — —  —  — — 1,200(10)  4,200 —   —
 — —  —  — — 2,250(11)  7,875 —   —
 — —  —  — — —   — 4,500(14)  15,750

D. A. Isaac

 15,000 —  —  11.25 4/27/2009 —   — —   —
 2,000 —  —  11.25 2/1/2010 —   — —   —
 2,000 —  —  10.00 1/30/2011 —   — —   —
 3,000 —  —  9.70 4/24/2011 —   — —   —
 4,500 —  —  8.82 1/29/2012 —   — —   —
 2,400 600(4) —  4.70 1/28/2013 —   — —   —
 12,000 8,000(5) —  6.66 1/3/2014 —   — —   —
 — —  —  — — 240(10)  840 —   —
 — —  —  — — —   — 250,000(15)  875,000
 — —  —  — — —   — 62,000(15)  217,000

K. B. Frawley

 10,000 15,000(8) —  7.40 4/26/2015 —   — —   —
 5,000 20,000(9) —  5.60 4/7/2016 —   — —   —
 — —  —  — — 13,336(12)  46,676  

                                     
  Option Awards  Stock Awards 
                          Equity
 
                          Incentive
 
                       Equity
  Plan Awards:
 
                       Incentive
  Market or
 
                       Plan Awards:
  Payout
 
        Equity
           Market
  Number of
  Value of
 
        Incentive
           Value of
  Unearned
  Unearned
 
        Plan Awards:
        Number
  Shares or
  Shares,
  Shares,
 
  Number of
  Number of
  Number of
        of Shares
  Units of
  Units or
  Units or
 
  Securities
  Securities
  Securities
        or Units
  Stock
  Other
  Other
 
  Underlying
  Underlying
  Underlying
  Option
     of Stock
  That
  Rights
  Rights
 
  Unexercised
  Unexercised
  Unexercised
  Exercise
  Option
  That
  Have Not
  That Have
  That Have
 
  Options (#)
  Options (#)
  Unearned
  Price
  Expiration
  Have Not
  Vested
  Not Vested
  Not Vested
 
Name
 Exercisable  Unexercisable  Options(#)  ($)  Date  Vested (#)  ($)(6)  (#)  ($)(6) 
 
J. T. Bowman(1)  13,000   —   —  $10.00   1/30/2011   —  $—   —  $— 
   22,500   —   —   8.82   1/29/2012   —   —   —   — 
   15,000   —   —   4.70   1/28/2013   —   —   —   — 
   30,000   —   —   6.66   2/3/2014   —   —   —   — 
   125,200   —   —   6.36   9/15/2014   —   —   —   — 
   166,667   83,333(2)  —   4.40   5/6/2018   —   —   —   — 
   —   —   —   —   —   450(3)  1,094   —   — 
   —   —   —   —   —   18,055(3)  43,874   —   — 
   —   —   —   —   —   33,333(4)  80,999   —   — 
   —   —   —   —   —   10,000(5)  24,300   —   — 
W. B. Swain  8,000   —   —   10.00   1/30/2011   —   —   —   — 
   7,500   —   —   8.82   1/29/2012   —   —   —   — 
   5,000   —   —   4.70   1/28/2013   —   —   —   — 
   10,000   —   —   6.66   2/3/2014   —   —   —   — 
   —   —   —   —   —   300(3)  729   —   — 
   —   —   —   —   —   10,833(3)  26,324   —   — 
   —   —   —   —   —   20,000(4)  48,600   —   — 
   —   —   —   —   —   1,200(3)  2,916   —   — 
I. V. Muress  10,000   —   —   5.20   10/29/2012   —   —   —   — 
   5,000   —   —   4.70   1/28/2013   —   —   —   — 
   10,000   —   —   6.66   2/3/2014   —   —   —   — 
   —   —   —   —   —   150(3)  365   —   — 
   —   —   —   —   —   7,222(3)  17,549   —   — 
   —   —   —   —   —   13,333(4)  32,399   —   — 
D. A. Isaac  2,000   —   —   10.00   1/30/2011   —   —   —   — 
   3,000   —   —   9.70   4/24/2011   —   —   —   — 
   4,500   —   —   8.82   1/29/2012   —   —   —   — 
   3,000   —   —   4.70   1/28/2013   —   —   —   — 
   20,000   —   —   6.66   2/3/2014   —   —   —   — 
A. W. Nelson  —   —   —   —   —   450(3)  1,094   —   — 
   —   —   —   —   —   10,833(3)  26,324   —   — 
   —   —   —   —   —   20,000(4)  48,600   —   — 
(1)All options become exercisable 20% per year commencing on first anniversary dateExcludes shares of grant, exceptClass A Common Stock with a fair market value of $65,667 which will be deemed awarded, earned and vested for Mr. T. W. Crawford’s which becomes exercisable 25% per year commencing on first anniversary date of grant, and one special option as footnoted.

(2)All options listed in this column are fully vested.

(3)Fully vests 9/1/08.

(4)Fully vests 1/28/08.

(5)Vests 20% of original grant per year commencing on first anniversary, 60% vested, remaining vesting dates are 2/3/08 and 2/3/09.

(6)Accelerated vesting terms for this option have expired and it is fully vested on 1/29/08.

(7)Vests 20% of original grant per year commencing on first anniversary, 60% vested, remaining vesting dates are 9/15/08 and 9/15/09.

(8)Vests 20% of original grant per year commencing on first anniversary, 40% vested, remaining vesting dates are 4/26/08, 4/26/09 and 4/26/10.

(9)Vests 20% of original grant per year commencing on first anniversary, 20% vested, remaining vesting dates are 2/7/08, 2/7/09, 2/7/10 and 2/7/11.

(10)Vests 20% of award per year commencing 12/31/05, 60% vested, remaining vesting dates 12/31/08 and 12/31/09.

(11)Vests 20% of award per year commencing 12/31/06, 40% vested, remaining vesting dates 12/31/08, 12/31/09 and 12/31/10.

(12)Vests 20% of original grant per year commencing 12/31/07, 20% vested, remaining vesting dates 12/31/08, 12/31/09, 12/31/10, 12/31/11.

(13)Vests 20% of original grant per year commencing 1/1/07, 20% vested, remaining vesting dates 1/1/08, 1/1/09, 1/1/10, 1/1/11.

(14)Vests 20% of award per year commencing 12/31/07, vesting dates 12/31/07, 12/31/08, 12/31/09, 12/31/10 and 12/31/11.

(15)Vests on 12/31/08 for awards earned as of 12/31/08. Vests on 12/31/10 for awards earned as of 12/31/10.

(16)Market value based on NYSE closing priceaccounting purposes on December 31, 2007 (which was2011 in accordance with the last business day forterms of Mr. Bowman’s employment agreement.
(2)Remaining shares will become exercisable on May 6, 2011.
(3)Remaining shares vest on December 31, 2011.
(4)Remaining shares vest in equal installments on December 31, 2011 and December 31, 2012.
(5)Remaining shares vested on January 1, 2011.
(6)Based on the NYSE during 2007) of $3.50 per share closing price of ourthe Company’s Class A Common Stock.Stock on the NYSE on December 31, 2010 of $2.43.


24

Option Exercises and Stock Vested Table

The following table provides information concerning the exercise of stock optionsawards vested during the last fiscal year and unexercised options held as of the end of themost recent fiscal year with respect to the named executive officers. It also provides information on stock awards vested during the last fiscal year with respect to the named executive officers.

   Option Awards(1)  Stock Awards

Name

  Number of
Shares Acquired
on Exercise (#)		  Value Realized
on Exercise ($)		  Number of
Shares Acquired
on Vesting (#)		  Value Realized
on Vesting ($)

T. W. Crawford

  —  —  1,000  $5,300
  —  —  1,667   9,585

W. B. Swain

  —  —  200   1,060
  —  —  200   1,150
  —  —  1,200   4,200

J. T. Bowman

  —  —  600   3,180
  —  —  750   4,313
  —  —  10,000   59,900

D. A. Isaac

  —  —  120   636
  —  —  25,000   149,750

K. B. Frawley

  —  —  3,334   11,669

                 
  Option Awards(1)  Stock Awards 
  Number of
     Number of
    
  Shares Acquired
  Value Realized
  Shares Acquired
  Value Realized
 
Name
 on Exercise (#)  on Exercise ($)  on Vesting (#)  on Vesting ($) 
 
J. T. Bowman  —   —   122,945  $298,757 
W. B. Swain  —   —   52,533   127,655 
I. V. Muress  —   —   59,289   144,072 
D. A. Isaac  —   —   78,000   189,540 
A. W. Nelson  —   —   51,533   125,225 
(1)None of the named executive officers exercised stock options in 2007.2010.

Pension Benefits at December 31, 2007 Table2010

The Company maintains a non-contributory Retirement Plan (the “Retirement Plan”) for the benefit of substantially all of the U.S. employees of the Company who were employed as ofon or before December 31, 2002. The Retirement Plan provides for annual retirement benefits at a normal retirement age of 65 (the “Normal Retirement Age”) equal to 2% of the participant’s total compensation (as defined in the Retirement Plan) for all credited years of service under the Plan. The benefits are not affected by Social Security benefits payable to the participant; however, they are actuarially reduced for retirements before the Normal Retirement Age or if the retiree selects benefits other than an individual life-time annuity. Credited years of service under the Retirement Plan for Mr. Swain is 10 years. Of our named executive officers, only Mr. Swain participates in the Retirement Plan. Effective December 31, 2002, accruals under the Retirement Plan were frozen. In place of the accruals under the now frozen Retirement Plan, the Company may make a discretionary contribution to the Company’s Defined Contribution Plan (the “Defined Contribution Plan”) for eligible employees based on years of service, compensation and compensation as well as Companythe Company’s financial results. The following table provides information concerning the pension benefits at December 31, 20072010 with respect to the named executive officers.

Name

  

Plan Name

  Number of
Years of
Credited
Service (#)		  Present
Value of
Accumulated
Benefits
($)		  Payments
During Last
Fiscal Year
($)

T. W. Crawford

    —  $—  $—

W. B. Swain

  Crawford & Company Retirement Plan  10   96,679   —

J. T. Bowman

    —   —   —

D. A. Isaac

    —   —   —

K. B. Frawley

    —   —   —

                 
        Present
    
     Number of
  Value of
  Payments
 
     Years of
  Accumulated
  During Last
 
     Credited
  Benefits
  Fiscal Year
 
Name
 
Plan Name
  Service (#)  ($)  ($) 
 
J. T. Bowman      —  $—  $— 
W. B. Swain  Crawford & Company Retirement Plan   10   125,493   — 
I. V. Muress      —   —   — 
D. A. Isaac      —   —   — 
A. W. Nelson      —   —   — 
Nonqualified Deferred Compensation Table

The Company maintains an unfunded Supplemental Executive Retirement Plan (“SERP”) for certain executive officers to provide benefits that would otherwise be payable under the Retirement Planand/or Defined Contribution Plan but for limitations placed on covered compensation and benefits underthereunder pursuant to the Internal Revenue

Code. Effective December 31, 2002, accruals under the SERP were also frozen as to the Retirement Plan. The SERP was amended to allow the Company, whenif it elects to make thea discretionary contribution to the Defined Contribution Plan for eligible employees, to also make an additional SERP service contribution to the


25

Deferred Compensation Plan for participants ofin the SERP. The SERP was subsequently amended to provide a contribution of 3.5% of compensation in excess of limitations placed on covered compensation and benefits under the Internal Revenue Code for participants of the SERP. The amounts contributed in 2007 for the named executive officers are reflected in the All Other Compensation column of the Summary Compensation Table and footnote 3 thereto. The following table provides information concerning the nonqualified deferred compensation with respect to the named executive officers.

Name

  Executive
Contributions
in Last FY
($)(1)		  Registrant
Contribution
in Last FY
($)(2)		  Aggregate
Earnings
in Last FY
($)(3)		  Aggregate
Withdrawals/
Distributions
($)		  Aggregate
Balance
at Last FYE
($)(4)

T. W. Crawford

  $—  $31,716  $1,004  $—  $46,507

W. B. Swain

   14,091   5,664   2,984   —   62,953

J. T. Bowman

   —   25,759   128   312,137   25,887

D. A. Isaac

   —   —   —   —   —

K. B. Frawley

   56,050   17,150   7,692   —   169,385

                     
  Executive
  Registrant
  Aggregate
  Aggregate
  Aggregate
 
  Contributions
  Contributions
  Earnings
  Withdrawals/
  Balance
 
  in Last FY
  in Last FY
  in Last FY
  Distributions
  at Last FYE
 
Name
 ($)(1)  ($)(2)  ($)  ($)  ($)(3) 
 
J. T. Bowman $—  $75,000  $7,251   —  $193,186 
W. B. Swain  25,421   7,703   11,449   —   205,692 
I. V. Muress  —   —   —   —   — 
D. A. Isaac  —   —   —   —   — 
A. W. Nelson  —   5,166   1,139   —   23,384 
(1)These amounts were also included in “Salary” for 2010 in the Summary Compensation Table on page 13.Table.

(2)These amounts were also reported in “All Other Compensation” for 2010 in the Summary Compensation Table on page 13.Table.

(3)Of these balances, the following amounts were previously reported as compensation in Summary Compensation Tablessummary compensation tables in prior yearprevious years’ proxy statements: Mr. Crawford - $13,787;Bowman — $102,650, Mr. Swain - $40,215;— $149,799 and Mr. FrawleyNelson - $88,494.$14,364. This information is provided to clarify the extent to which these balances represent previously reported compensation (rather than additional, currently earned compensation).

EMPLOYMENT ANDCHANGE-IN-CONTROL ARRANGEMENTS

The Company has entered into various agreements with certain of the named executive officers that contain provisions regarding employment andchange-in-control, as described below:

J. T. W. Crawford: EffectiveBowman:On August 7, 2009, the Company entered into an employment agreement with Mr. Bowman outlining his employment terms. The term of the employment agreement ends on August 6, 2011, subject to automatic two-year extensions, unless earlier terminated or not extended by either party. Mr. Bowman’s employment agreement specifies a six month prior written notice of termination, and neither Mr. Bowman nor the Company elected to exercise that right prior to February 7, 2011, thus Mr. Bowman’s contract will, on August 7, 2011, automatically extend for a two-year period, and will terminate on August 7, 2013 (unless further extended).
Under the employment agreement, Mr. Bowman is entitled to an annual salary of $730,000 (subject to annual review and increase by the Compensation Committee) and is eligible to receive an annual cash bonus based upon the achievement of performance objectives established by the Compensation Committee. Mr. Bowman is also eligible to receive long-term incentive awards as of September 1, 2004,determined by the Compensation Committee. In addition, the Company agreed to grant Mr. Bowman restricted stock awards under the Executive Stock Bonus Plan with a fair market value equal to approximately $65,667 on each of December 31, 2009, 2010 and 2011, provided that, in order to receive such awards, Mr. Bowman must remain in the employ of the Company on each such date.
The employment agreement generally permits Mr. Bowman to participate in all employee benefit arrangements available to members of management of the Company. Further, under the employment agreement, Mr. Bowman is entitled to receive a monthly car allowance, and will also receive payment of premiums on a term life insurance policy with a face amount of not less than $2 million (or such lesser amount that can be purchased for the standard rate cost of a $2 million policy). Per the terms of the agreement, the Company made a discretionary contribution equal to $33,000 to Mr. Bowman’s account under the Deferred Compensation Plan. Beginning on January 1, 2010, and each year thereafter that Mr. Bowman remains employed by the Company on January 1 of such calendar year, the Company will make a contribution to Mr. Bowman’s account under the Company’s Deferred Compensation Plan that is equal to (i) the greater of (a) $75,000 or (b) 3.5% of Mr. Bowman’s cash compensation package withplus 2.5% of Mr. Crawford. TheBowman’s excess compensation package set(each as defined in the Deferred Compensation Plan) for such year, reduced by (ii) the lesser of the Company’s matching contributions to the Company’s 401(k) plan or the limit on elective deferrals under the Internal Revenue Code.
Under the employment agreement, if Mr. Crawford’s initial annualBowman resigns for “good reason,” or if the Company terminates his employment without “cause” or if Mr. Bowman’s employment terminates for any reason (other than for cause or due to his death or disability) within one year following a “change in control,” subject to Mr. Bowman signing a


26

restrictive covenants agreement and release, Mr. Bowman will be entitled to the following: (i) payment of accrued compensation and benefits; (ii) an amount equal to two times his base salary at $600,000 which was subsequently increased from time to time. Whentermination, (iii) a pro-rata portion of his annual bonus and incentives based on actual performance, (iv) reimbursement for group health plan costs for 18 months following termination of employment, or until Mr. Bowman became CEO effective January 1, 2008, in recognitionbecomes eligible for other group health benefits; and (v) immediate vesting of his reduced responsibilities,all outstanding stock options (which will remain exercisable for 90 days from the termination date).
In the event any payments made to Mr. Crawford’s annual base salary was reducedBowman would be subject to and is currently, $400,000. The compensation package provided for annual incentive compensation upthe excise tax imposed on “parachute” payments by the Internal Revenue Code, the Company will reduce the payments to $400,000 at the discretionMr. Bowman so that no portion of the Compensation Committee. The Compensationpayments would be subject to the excise tax, but only if such a reduction would result in Mr. Bowman receiving a greater amount after taxes. Pursuant to the employment agreement, Mr. Bowman has agreed to certain covenants which impose restrictions on the solicitation of employees and customers, protect certain confidential information of the Company, and require cooperation in litigation, as well as to certain other covenants, for specified periods after the termination of employment.
In connection with Mr. Bowman being named CEO, the Committee approved a $400,000 incentive compensation paymentalso granted to Mr. Crawford for 2007, however Mr. Crawford electedBowman a stock option to eliminate this payment. The compensation package provided for a grant of options for 500,000purchase 250,000 shares of the Company’s Class A Common Stock, under the Company’s 1997 Key Employee Stock Option Plan, which grant vests at a rate of 125,000 shares331/3% per year, over a four-year period. Mr. Crawford’s compensation package also provided that he would be eligible to participate in all other executive benefit and incentive plans generally offered to the Company’s senior officers. On February 1, 2005, the Company entered into a Change of Control and Severance Agreement with Mr. Crawford. The agreement provides that in the event that Mr. Crawford’s employment with the Company is terminated due to the Company being bought or sold such that there is a material change in control, the Company agrees to provide to Mr. Crawford eighteen (18) months of Mr. Crawford’s then current base salary. A “material change in control” is defined in the Severance Agreement as the acquisition of the Company by a third party of greater than fifty (50) percent of the Class B shares of the Company. Additionally, all stock options granted to Mr. Crawford will immediately vest and become exercisable for a ninety (90) day period following the date of termination.

The Compensation Committee did not grant a 2008 STIP or 2008 LTIP award to Mr. Crawford.

beginning on May 6, 2009.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Payments and

Benefits upon

Termination

  Change
in
Control		  Retirement  Death  Disability  All Other
Terminations

Compensation:

        

Base Salary

  $600,000   —   —   —   —

Stock Awards(5)

   59,504  $24,504  $24,504  $24,504  $24,504

Unvested and accelerated

   (1)(2)(3)   (1)  (1)  (1)   —

Benefits and Perquisites:

        

Life Insurance

   —   —   150,000   —   —

Disability Benefits

   —   —   —   (4)   —

Accrued Vacation Pay

   24,974   24,974   24,974   24,974   24,974
                    

Total

  $684,478  $49,478  $199,478  $49,478  $49,478

The following table provides certain information about amounts potentially payable to Mr. Bowman in the event of his termination or upon a change in control of the Company and assumes such event occurred on December 31, 2010.
                             
Payments and
 Termination Upon
  Termination
  Termination
             
Benefits upon
 Change in
  Without
  for Good
           All Other
 
Termination
 Control(5)  Cause(5)  Reason(4)  Retirement  Death  Disability  Terminations 
 
Compensation:
                            
Base Salary $1,460,000  $1,460,000  $1,460,000  $—  $365,000  $365,000   — 
Stock Awards(7)  215,932(1)(2)(3)(4)  125,966(3)(4)  215,932(1)(2)(3)  215,932(1)(3)  215,932(1)(3)  215,932(1)(3)    
Benefits and Perquisites:
                            
Life Insurance  —   —   —   —   2,000,000   —   — 
Disability Benefits  —   —   —   —   —   (6)  — 
                             
Total
 $1,675,932  $1,585,966  $1,675,932  $215,932  $2,580,932  $580,932(6)  — 
(1)Unvested, earned performance share unit awards arewill fully vested.vest.

(2)Unearned performance share unitsunit awards arewill be deemed earned on a pro-rata basis.

(3)Unvested restricted stock awards will fully vest.
(4)Unvested stock options will fully vest.
(5)Prior to the compensation amounts being paid and awards vesting, the Company and Mr. Bowman must agree to mutually acceptable terms of confidentiality, non-solicitation and cooperation, as well as other reasonable and customary terms of a severance agreement. Mr. Bowman would also be entitled to a prorated portion of any bonuses or incentives, based on actual performance, for the performance period during which the termination occurs. If Mr. Bowman timely elects continued medical coverage under COBRA, he and his covered dependents are fully vested.entitled to reimbursement for group health plan costs for 18 months following termination of employment, or until Mr. Bowman becomes eligible for other group health benefits.

(4)
(6)Mr. T.W. CrawfordBowman would also be entitled to disability payments totaling $11,500 per month, payable though age 65.

(5)
(7)Based on the December 31, 2007 (which was the last business day for the NYSE during 2007)2010 closing price of $3.50$2.43 per share for Class A common stock;Common Stock; assumesout-of-the-money options are not exercised.


27

W. B. Swain:On October 6, 2006, the Company issued a letter agreement outlining employment terms with Mr. Swain. The letter agreement set Mr. Swain’s initial annual base salary at $290,000, which was subsequently increasedsubject to increases from time to time;time, and indicated his eligibility to participate in all other executive benefit and incentive plans generally offered to the Company’s senior officers. Mr. Swain’s base salary is currently $400,000. Mr. Swain’s letter agreement also awarded a restricted stock grant of 6,000 shares of Class A Common Stock under the provisions of the Executive Stock Bonus Plan, vestingwhich vests at a rate of 20% per year. Currently, Mr. Swain has vested in 1,2004,800 shares of Class A Common Stock have vested under the terms of thethat award.

The 2008 STIP award granted by the Compensation Committee for Mr. Swain provides for a target bonus of 47.5% of his base salary, or $190,000. Mr. Swain’s performance metrics are based solely on corporate-wide performance, and are based on three categories: (1) revenues, (2) operating earnings and (3) workdays outstanding in total billed and unbilled accounts receivable. 20% of his STIP award is based on revenues, 60% of his STIP award is based on operating earnings and 20% of his STIP award is based on workdays outstanding in total billed and unbilled accounts receivable.

Mr. Swain’s 2008 STIP award is only earned if achievement of the performance metrics exceeds specified threshold levels. If target levels of the performance metrics are achieved, Mr. Swain shall be entitled to 100% of the 2008 STIP award. If maximum levels of the performance metrics are achieved, Mr. Swain shall be entitled to 200% of the 2008 STIP award. If the achievement of performance metrics is in between threshold and target levels, or in between target and maximum levels, Mr. Swain shall be entitled to a ratable portion of the 2008 STIP award based upon linear interpolation.

   Threshold  Target  Maximum

Revenues

  $969,012,350  $1,020,013,000  $1,122,014,300

Operating Earnings

  $57,057,300  $63,397,000  $95,095,500

Total Accounts Receivable

  83.4 days or less  81.3 days or less  73.9 days or less

The 2008 LTIP award granted by the Compensation Committee for Mr. Swain provides for a grant of up to 90,000 performance share units. If the Company’s 2008 earnings per share are at least $0.38, 22,500 of the performance share units will be earned. If the Company’s 2008 earnings per share are $0.44, 45,000 of the performance share units will be earned. If the Company’s 2008 earnings per share are $0.50, 67,500 of the performance share units will be earned. If the Company’s 2008 earnings per share exceed $0.56, 90,000 of the

performance share units will be earned. If the earnings per share are in between the specified amounts above, Mr. Swain shall be entitled to a ratable portion of the performance share units based upon linear interpolation (rounded up to the nearest whole performance share unit). Earned performance share units are payable in shares of the Company’s Class A Common Stock, subject to vesting requirements at a rate of 33 1/3% of the earned award per year.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Payments and

Benefits upon

Termination

  Change
in
Control		  Termination
Without
Cause		  Retirement  Death  Disability  All Other
Terminations

Compensation:

            

Stock Awards(5)

  $36,050  $16,800  $20,300  $20,300  $20,300  $3,870

Unvested and accelerated

   (1)(2)(3)   (3)   (1)(3)   (1)(3)   (1)(3)   —

Benefits and Perquisites:

            

Life Insurance

   —   —   —   600,000   —   —

Disability Benefits

   —   —   —   —   (4)   —

Accrued Vacation Pay

   24,285   24,285   24,285   24,285   24,285   24,285
                        

Total

  $60,335  $41,085  $44,585  $644,585  $44,585  $28,155

The following table provides certain information about amounts potentially payable to Mr. Swain in the event of his termination or upon a change in control of the Company and assumes such event occurred on December 31, 2010.
                         
  Termination
                
Payments and
 Upon Change
  Termination
             
Benefits upon
 in
  Without
           All Other
 
Termination
 Control  Cause  Retirement  Death  Disability  Terminations 
 
Compensation:
                        
Stock Awards(5) $78,569(1)(2)(3) $2,916(3) $78,569(1)(3) $78,569(1)(3) $78,569(1)(3)  — 
Benefits and Perquisites:
                        
Life Insurance  —   —   —   600,000   —   — 
Disability Benefits  —   —   —   —   (4)  — 
                         
Total
 $78,569  $2,916  $78,569  $678,569  $78,569   — 
(1)Unvested, earned performance share unit awards arewill fully vested.vest.

(2)Unearned performance share unit awards arewill be deemed earned on a pro-rata basis.

(3)Unvested restricted stock awards arewill fully vested.vest.

(4)Mr. Swain would also be entitled to disability payments totaling $11,500 per month, payable though age 65.

(5)Based on the December 31, 2007 (which was the last business day for the NYSE during 2007)2010 closing price of $3.50$2.43 per share for Class A common stock;Common Stock; assumesout-of-the-money options are not exercised.

J. T. Bowman:

I. V. Muress:On February 10, 2006,January 16, 2002, the Company issued a letterentered into an employment agreement with Mr. BowmanMuress outlining his employment terms. The employment agreement set hisMr. Muress’ annual base salary at $500,000 (which£150,000 per year inclusive of any directors’ fees payable to him, which was subsequently increased), indicated his eligibilitysubject to receive upincreases from time to $250,000 annually as incentive compensation at the sole discretion of the CEO and awarded a restricted stock grant of 50,000 shares of Class A Common Stock under the provisions of the Executive Stock Bonus Plan, vesting at a rate of 20% per year. Currently,time. Mr. Bowman has vested in 20,000 shares of Class A Common Stock under the terms of the restricted stock award. Mr. Bowman’sMuress’ annual base salary is currently $700,000.£391,834 per year. Based on the 2010 average rate of exchange between the British pound and the U.S. dollar, Mr. Muress’ base salary is equivalent to $601,896. The employment agreement also provides thatfor Mr. Muress’ participation in a U.K. contributory pension plan, as well as other perquisites and participation in certain executive benefit and incentive plans which are generally offered to the event thatCompany’s other senior officers. The employment agreement also subjects Mr. Bowman’sMuress to certain confidentiality, solicitation and non-competition restrictions and requirements. The Company may at any time and in its absolute discretion terminate the employment agreement with the Company is terminated for reasons other than “cause,” orimmediate effect and make a termination payment in the eventlieu of a “change-in-control” of the Company, the Company agrees to provide one yearnotice. This termination payment will consist solely of Mr. Bowman’s then current base salary. Also, all stock options granted to Mr. Bowman will immediately vest and become exercisable for a ninety (90) day period following the date of termination. The agreement also provides that, prior to the severance amounts being paid and options vesting, that the Company and Mr. Bowman agree to mutually acceptable terms of confidentiality, non-solicitation, cooperation and other reasonable and customary terms of a severance agreement at the time of his termination of employment.

The 2008 STIP award granted by the Compensation Committee for Mr. Bowman provides for a target bonus of 65% of hisMuress’ base salary (at the rate payable when the notice is given) and will not include any bonus, pension contributions or $455,000. Mr. Bowman’s performance metricsany other benefits, and threshold, target and maximum goals are identical to Mr. Swain’s, discussed above.

Mr. Bowman’s 2008 STIP award is only earned if achievement of the performance metrics exceeds specified threshold levels. If target levels of the performance metrics are achieved, Mr. Bowman shall be entitled to 100% of the 2008 STIP award. If maximum levels of the performance metrics are achieved, Mr. Bowman shall be entitled to 200% of the 2008 STIP award. If the achievement of performance metrics is in between threshold and target levels, or in between target and maximum levels, Mr. Bowman shall be entitled to a ratable portion of the 2008 STIP award based upon linear interpolation.

The 2008 LTIP award granted by the Compensation Committee for Mr. Bowman provides for a grant of up to 150,000 performance share units. If the Company’s 2008 earnings per share are at least $0.38, 37,500 of the performance share units will be earned. If the Company’s 2008 earnings per share are $0.44, 75,000 of the

performance share units will be earned. If the Company’s 2008 earnings per share are $0.50, 112,500 of the performance share units will be earned. If the Company’s 2008 earnings per share meet or exceed $0.56, 150,000 of the performance share units will be earned. If the earnings per share are in between the specified amounts above, Mr. Bowman shall be entitled to a ratable portion of the performance share units based upon linear interpolation (rounded up to the nearest whole performance share unit). Earned performance share units are payable in shares of the Company’s Class A Common Stock, subject to vesting requirements at a rate of 33 1/3% of the earned award per year.deductions for income tax and national insurance contributions.


28

In connection with Mr. Bowman being named CEO, the Committee also approved the grant to Mr. Bowman of a stock option to purchase 250,000 shares of the Company’s Class A Common Stock, subject to vesting requirements at a rate of 33 1/3% per year. The option award is subject to approval by the Company’s shareholders of the amendment of the Company’s Executive Stock Bonus Plan to authorize awards of stock options. Provided the shareholders approve the Crawford & Company Executive Stock Bonus Plan as Amended and Restated March 1, 2008 as proposed in this proxy statement, the exercise price of the option award shall be the undiscounted closing trading price, as reported by theWall Street Journal, of the Company’s Class A Common Stock as of the date of the 2008 Annual Meeting.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Payments and

Benefits upon

Termination

  Change in
Control(5)		  Termination
without
Cause(5)		  Retirement  Death  Disability  All Other
Terminations

Compensation:

            

Base Salary

  $700,000  $700,000   —   —   —   —

Stock Awards(7)

   167,825   140,000  $152,075  $152,075  $152,075  $11,610

Unvested and accelerated

   (1)(2)(3)(4)   (3)(4)   (1)(3)   (1)(3)   (1)(3)   —

Benefits and Perquisites:

            

Life Insurance

   —   —   —   600,000   —   —

Disability Benefits

   —   —   —   —   (6)   —

Accrued Vacation Pay

   52,885   52,885   52,885   52,885   52,885   52,885
                        

Total

  $920,710  $892,885  $204,960  $804,960  $204,960  $64,495

The following table provides certain information about amounts potentially payable to Mr. Muress in the event of his termination or upon a change in control of the Company and assumes such event occurred on December 31, 2010.
                         
  Termination
                
Payments and
 Upon
  Termination
             
Benefits upon
 Change in
  Without
           All Other
 
Termination
 Control(5)  Cause(5)  Retirement  Death  Disability  Terminations 
 
Compensation:
                        
Base Salary $601,896  $601,896  $—  $—  $—   — 
Stock Awards(5)  50,313(1)(2)(3)(4)  —(3)(4)  50,313(1)(3)  50,313(1)(3)  50,313(1)(3)  — 
Benefits and Perquisites:
                        
Life Insurance  —   —   —   3,039,828   —   — 
Disability Benefits  —   —   —   —   664,962   — 
                         
Total
 $652,209  $601,896  $50,313  $3,090,141  $715,275   — 
(1)Unvested, earned performance share unit awards arewill fully vested.vest.

(2)Unearned performance share unit awards arewill be deemed earned on a pro-rata basis.

(3)Unvested restricted stock awards arewill fully vested.vest.

(4)Unvested stock options arewill fully vested.vest.

(5)Prior to the compensation amounts being paid and options vesting, the Company and Mr. Bowman must agree to mutually acceptable terms of confidentiality, non-solicitation, cooperation and other reasonable and customary terms of a severance agreement at the time of his termination of employment.

(6)Mr. Bowman would be entitled to disability payments totaling $11,500 per month, payable though age 65.

(7)Based on the December 31, 2007 (which was the last business day for the NYSE during 2007)2010 closing price of $3.50$2.43 per share for Class A common stock;Common Stock; assumesout-of-the-money options are not exercised.

D. A. Isaac:Effective as of January 1, 2006, the Company entered into an employment agreement with Mr. Isaac. The employment agreement has an initial term commencing on January 1, 2006 and endingoriginally provided that it would terminate on December 31, 2010. The2010, however the term automatically renews for successive one year periods unless cancelled prior to the end of the then currentthen-current period pursuant to the terms of theits terms. Mr. Isaac’s employment agreement.agreement automatically renewed and will terminate on December 31, 2011 (unless further renewed). The employment agreement set Mr. Isaac’s initial annual base salary at $600,000.

The Mr. Isaac’s current base salary is $700,000.

Pursuant to certain negotiated terms, the employment agreement provides for annual incentive compensation based on growth in GCG’s pretax income. Pursuant to the agreement, Mr. Isaac will earn theis entitled to a minimum annual incentive payment of $250,000 if GCG’s pretax income grows by at least 10% over the average of the pastprevious 3 year’syears’ pretax income. Mr. Isaac will earn the targetis entitled to an annual incentive compensationpayment of $400,000 if GCG’s pretax income grows by at least 15% over the average of the past 3 year’syears’ pretax income. Mr. Isaac will earn theis entitled to a maximum annual incentive compensationpayment of $600,000 if GCG’s pretax income grows by at least 20% over the average of the pastprevious 3 year’syears’ pretax income.

The employment agreement providesalso provided for a restricted stock grant of 25,000 shares of the Company’s Class A Common Stock under the Company’s Executive Stock Bonus Plan, which grant vested as of January 1, 2007. The employment agreement providesfurther provided for a performance share unit grant of up to 312,000 units under the Company’s Executive Stock Bonus Plan, with any earned portion of the award payable in shares of the Company’s Class A Common Stock. Mr. Isaac was awarded 250,000 performance share units in 2006 and was awarded 62,000 performance share units in 2007.
Based on applicable performance goals negotiated with Mr. Isaac mayat the time of entry into his employment agreement, Mr. Isaac was eligible to earn theup to 312,000 additional performance share units based on futurecertain performance metrics. Based on actual performance, Mr. Isaac earned all 312,000 performance share units.
Mr. Isaac earned 234,000 of these performance share units based on GCG pre-tax income growth for the2006-2008 period. As allowed by the employment agreement, in 2009 Mr. Isaac elected a distribution of 150,000 shares of the 234,000 shares earned in the 2006-period. The remaining 84,000 of earned but undistributed shares will be distributed to Mr. Isaac in 2011. Mr. Isaac earned the balance of the 78,000 unearned performance share units based on GCG pre-tax income growth for the period beginning on January 1, 2006 and ending on


29

December 31, 2010.

The He received a distribution of 162,000 shares in 2011, representing the balance of the award earned.

Mr. Isaac’s employment agreement also provides for annual commission payments of 3% of GCG’s gross fee revenues. Mr. Isaac’s employment agreement also providesrevenues, and that he is eligible to participate in all other executive benefit and incentive plans generally offered to the Company’s senior officers.

The

Mr. Isaac’s employment agreement provides for (i) continued payment of Mr. Isaac’shis base salary for a period of 6 months following his death or disability, (ii) a continued payment of the commission amounts on revenue derived from qualifying business initiated prior to Mr. Isaac’shis death or disability for a period of 2 years following Mr. Isaac’shis death or disability, and (iii) payment of a pro rata portion of Mr. Isaac’shis annual incentive compensation and performance share units through the date of his termination of employment due to death or disability. The employment agreement provides that in the event that Mr. Isaac’s employment with the Company is terminated either by Mr. Isaac for “good reason” or by the Company without cause, and such termination is not within 3 months prior to or 12 months after a “change in control,” the Company will (i) continue payment of Mr. Isaac’s base salary for a period of 12 months following his termination, continue payment of the commission amounts on revenue derived from qualifying business initiated prior to Mr. Isaac’s termination for a period of 12 months following Mr. Isaac’s termination, and payment of a pro rata portion of Mr. Isaac’s performance share units through the date of his termination of employment. Additionally, the Company will provide continuation of eligible medical benefits, for a period of 12 months, under COBRA. The employment agreement also provides that in the event that Mr. Isaac’s employment with the Company is terminated either by Mr. Isaac for “good reason” or by the Company without cause, and such termination is within 3 months prior to or 12 months after a “change in control,” the Company will (i) continue payment of Mr. Isaac’s base salary for a period of 18 months following his termination, continue payment of the commission amounts on revenue derived from business initiated prior to Mr. Isaac’s termination for a period of 18 months following Mr. Isaac’s termination, and payment of a pro rata portion of Mr. Isaac’s performance share units through the date of his termination of employment. Additionally, the Company will provide continuation of eligible medical benefits, for a period of 18 months, under COBRA.

The Compensation Committee determined that Mr. Isaac’s employment agreement adequately provides for his compensation for calendar year 2008, and thus did not grant a 2008 STIP or 2008 LTIP award to Mr. Isaac.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Payments and

Benefits upon

Termination

 Change in
Control(4)		 Termination
without
Cause(4)		 Termination
for Good
Reason(4)		 Death(4) Disability(4) All Other
Terminations

Compensation:

      

Base Salary

 $900,000 $600,000 $600,000 $300,000 $300,000  —

Incentives

  —  —  —  600,000  600,000  —

Commissions

  (5)  (6)  (6)  (7)  (7)  —

Stock Awards(10)

  448,840  448,840  448,840  448,840  448,840  —

Unvested and accelerated

  (1)(2)(3)  (1)(2)(3)  (1)(2)(3)  (1)(2)(3)  (1)(2)(3)  —

Benefits and Perquisites:

      

Life Insurance

  —  —  —  1,500,000  —  —

Disability Benefits

  —  —  —  —  (8)  —

Accrued Vacation Pay

  100,747  100,747  100,747  100,747  100,747 $100,747

280G Tax Gross-up

  (9)  (9)  (9)  (9)  (9)  (9)
                  

Total

 $1,449,587 $1,149,587 $1,149,587 $2,949,587 $1,449,587 $100,747

The following table provides certain information about amounts potentially payable to Mr. Isaac in the event of his termination or upon a change in control of the Company and assumes such event occurred on December 31, 2010.
                         
Payments and
 Termination
  Termination
  Termination
          
Benefits upon
 Upon Change in
  Without
  for Good
        All Other
 
Termination
 Control(1)  Cause(1)  Reason(1)  Death(1)  Disability(1)  Terminations 
 
Compensation:
                        
Base Salary $1,050,000  $700,000  $700,000  $350,000  $350,000   — 
Incentives  —   —   —   —   —   — 
Commissions  (2)  (3)  (3)  (4)  (4)  — 
Stock Awards(7)  —   —   —   —   —   — 
Benefits and Perquisites:
                        
Life Insurance  —   —   —   1,500,000   —   — 
Disability Benefits  —   —   —   —   (5)  — 
TaxGross-up
  (6)  (6)  (6)  (6)  (6)  (6)
                         
Total
 $1,050,000  $700,000  $700,000  $1,850,000  $350,000   — 
(1)Unvested, earned performance share unit awards are fully vested.

(2)Unearned performance share unit awards are deemed earned on a pro-rata basis.

(3)Unvested restricted stock awards are fully vested.

(4)Mr. Isaac’s compensation amounts are subject to a clawbackclaw-back provision in the event he violates the terms of the non-competition, non-disclosure or non-disparagement provisions of his employment agreement.

(5)
(2)Mr. Isaac’s commission payments continue for a period of 18 months following terminations related to a change in control.

(6)
(3)Mr. Isaac’s commission payments continue for a period of 1 year following terminations either without “cause” or for “good reason.”


30

(7)
(4)Mr. Isaac’s commission payments continue for a period of 2 years following terminations related to death or disability.

(8)
(5)Mr. Isaac would also be entitled to short-term disability payments of $30,000$31,500 per month for 6 months, followed by long-term disability payments of $15,000 per month, payable though age 65.

(9)
(6)Termination payments are limited to the maximum amount payable without triggering excise tax obligations under section 280G.280G of the Internal Revenue Code.

(10)
(7)Based on the December 31, 2007 (which was the last business day for the NYSE during 2007)2010 closing price of $3.50$2.43 per share for Class A common stock;Common Stock; assumesout-of-the-money options are not exercised.

K. B. Frawley:

A. W. Nelson:On November 5, 2004,September 20, 2005, the Company issued a letter agreement outlining employment terms with Mr. Frawley.Nelson. The letter agreement set Mr. Frawley’sNelson’s initial annual base salary at $500,000,$250,000, which was subsequently increasedsubject to increase from time to time; Mr. Frawley’sNelson’s annual base salary is currently $515,000.$425,000. The letter agreement indicated his eligibility to receive up to 1.4 times his base salary annually as incentive compensation at the discretion of the CEO, subject to approval by the Board of Directors, and provided a guaranteed first year payment of 100% the allowable annual incentive compensation. Mr. Frawley received a $200,000 incentive compensation payment for 2007. The letter agreement provides for a grant of options for 100,0005,000 shares of restricted stock of the Company’s Class A Common Stock under the Company’s 1997 Key EmployeeExecutive Stock OptionBonus Plan, with options with respect to 25,000 shares of the grant awarded as of April 26, 2005, and the balance of the grant awarded at a rate of 25,000 shares per year over a three-year period. Each 25,000 share block of options vestsvesting at a rate of 20% per year, beginning on the first anniversary of eachthe grant. Effective as of March 2, 2007, the Compensation Committee awarded Mr. Frawley 16,670Currently, all 5,000 shares of restricted stock in lieu of the remaining 50,000 option awards he wouldgrant have otherwise been entitled to under the letter agreement. The restricted stock vests at a rate of 20% per year beginning on December 31, 2007.vested. Mr. Frawley’sNelson’s letter agreement also provides that he will be eligible to participate in all other executive benefit and incentive plans generally offered to the Company’s senior officers. On March 4,November 22, 2005, the Company entered into a Change of Control and Severance Agreement with Mr. Frawley.Nelson. The agreement provides that in the event Mr. Frawley’sNelson’s employment with the Company is terminated due to the Company being bought or sold such that there is a material change in control, or if Mr. Nelson’s employment is terminated other than for cause, the Company agrees to provide eighteen (18) monthsone (1) year of Mr. Frawley’sNelson’s then current base salary. Additionally, all stock options granted to Mr. FrawleyNelson will immediately vest and become exercisable for a ninety (90) day period following the date of termination. The agreement also provides that, prior to the severance amounts being paid and options vesting, that the Company and Mr. FrawleyNelson agree to mutually acceptable terms of confidentiality, non-solicitation, cooperation and other reasonable and customary terms of a severance agreement at the time of his termination of employment.

The 2008 STIP award granted by the Compensation Committee to Mr. Frawley provides for a target bonus of 47.5% of his base salary, or $244,625. Mr. Frawley’s performance metrics are based 30% on the metrics outlined above for Messrs. Bowman and Swain, and 70% on the Americas division performance, which consists of the Company’s U.S., Canadian, Caribbean and Latin American Global Property & Casualty operations as well as the Company’s Strategic Warranty Services operation. The Company does not separately report financial results for the Americas division, which encompasses the Company’s U.S. Global Property & Casualty segment as well as a portion of the Company’s International Operations segment. Mr. Frawley’s Americas division

performance metrics are based on three categories: (1) revenue, (2) operating earnings and (3) workdays

outstanding in total billed and unbilled accounts receivable. 20% of his STIP award attributable to Americas division performance is based on revenue, 60% of his STIP award attributable to Americas division performance is based on operating earnings, and 20% of his STIP award attributable to Americas division performance is based on workdays outstanding in total billed and unbilled accounts receivable.

Mr. Frawley’s 2008 STIP award is only earned if achievement of the performance metrics exceeds specified threshold levels. If target levels of the performance metrics are achieved, Mr. Frawley shall be entitled to 100% of the 2008 STIP award. If maximum levels of the performance metrics are achieved, Mr. Frawley shall be entitled to 200% of the 2008 STIP award. If the achievement of performance metrics is in between threshold and target levels, or in between target and maximum levels, Mr. Frawley shall be entitled to a ratable portion of the 2008 STIP award based upon linear interpolation. Mr. Frawley’s performance metrics for the Americas division performance at the threshold, target, and maximum levels are set forth in the chart below.

   Threshold  Target  Maximum

Revenues

  $298,829,150  $314,557,000  $346,012,700

Operating Earnings

  $23,206,500  $25,785,000  $38,677,500

Total Accounts Receivable

  74.6 days or less  72.7 days or less  66.1 days or less

The 2008 LTIP award granted by the Compensation Committee for Mr. Frawley provides for a grant of up to 60,000 performance share units. If the Company’s 2008 earnings per share are at least $0.38, 15,000 of the performance share units will be earned. If the Company’s 2008 earnings per share are $0.44, 30,000 of the performance share units will be earned. If the Company’s 2008 earnings per share are $0.50, 45,000 of the performance share units will be earned. If the Company’s 2008 earnings per share meet or exceed $0.56, 60,000 of the performance share units will be earned. If the earnings per share are in between the specified amounts above, Mr. Frawley shall be entitled to a ratable portion of the performance share units based upon linear interpolation (rounded up to the nearest whole performance share unit). Earned performance share units are payable in shares of the Company’s Class A Common Stock, subject to vesting requirements at a rate of 33 1/3% of the earned award per year.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Payments and

Benefits upon

Termination

  Change
in
Control		  Retirement  Death  Disability  All Other
Terminations

Compensation:

          

Base Salary

  $772,500   —  —  —  —

Stock Awards(3)

   46,676   —  —  —  —

Unvested and accelerated

   (1)   —  —  —  —

Benefits and Perquisites:

          

Life Insurance

   —  $150,000  —  —  —

Disability Benefits

   —   —  (2)  —  —

Accrued Vacation Pay

   —   —  —  —  —
                 

Total

  $819,176  $150,000  —  —  —

The following table provides certain information about amounts potentially payable to Mr. Nelson in the event of his termination or upon a change in control of the Company and assumes such event occurred on December 31, 2010.
                     
  Termination
             
  Upon
             
Payments and
 Change
  Termination
          
Benefits upon
 in
  Without
        All Other
 
Termination
 Control(7)  Cause(7)  Death  Disability  Terminations 
 
Compensation:
                    
Base Salary $425,000  $425,000  $—  $—   — 
Stock Awards(6)  76,018(1)(2)(3)(4)  —(4)  76,018(1)(3)  76,018(1)(3)  — 
Benefits and Perquisites:
                    
Life Insurance  —       150,000   —   — 
Disability Benefits  —   —   —   (5)  — 
                     
Total
 $501,018  $425,000  $226,018  $76,018   — 
(1)Unvested, earned performance share unit awards will fully vest.
(2)Unearned performance share unit awards will be deemed earned on a pro-rata basis.
(3)Unvested restricted stock awards will fully vest.
(4)Unvested stock options arewill fully vested.vest.

(2)
(5)Mr. FrawleyNelson would also be entitled to disability payments totaling $11,500 per month, payable though age 65.

(3)
(6)Based on the December 31, 2007 (which was the last business day for the NYSE during 2007)2010 closing price of $3.50$2.43 per share for Class A common stock;Common Stock; assumesout-of-the-money options are not exercised.
(7)Prior to the compensation amounts being paid and awards vesting, the Company and Mr. Nelson must agree to mutually acceptable terms of confidentiality, non-solicitation and cooperation, as well as other reasonable and customary terms of a severance agreement.


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REPORT OF THE NOMINATING/CORPORATE GOVERNANCE/COMPENSATION

COMMITTEE OF THE BOARD OF DIRECTORS

ON EXECUTIVE COMPENSATION

The Company’s executive compensation isprograms are administered by the Compensation Committee. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) ofRegulation S-K with management and based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

J. HICKS LANIER, CHAIRMAN

E. JENNER WOOD, III, CHAIRMAN
CHARLES H. OGBURN
JAMES D. EDWARDS
HARSHA V. AGADI


32

CLARENCE H. RIDLEY

P. GEORGE BENSON

STOCK OWNERSHIP INFORMATION

Security Ownership of Management

The following table sets forth information, as of March 6, 2008,1, 2011, as to shares of Class A and Class B Common Stock beneficially owned by each current Directordirector or nominee for election as a Director,director, each of the named executive officers, and all current Directorsdirectors and Executive Officersexecutive officers as a group. As of March 6, 2008,1, 2011, there were 26,190,66928,782,546 shares of Class A Common Stock and 24,697,172 shares of Class B Common Stock outstanding.

   Amount and Nature of
Beneficial Ownership(1)		  Percent of
Total Shares
Outstanding(2)		 

Name

  Class A  Class B  Class A  Class B 

Jesse C. Crawford(3)(4)

  12,048,958  12,783,181  46.0% 51.8%

J. Hicks Lanier(5)(6)

  45,037  3,037  —  — 

Larry L. Prince(5)(6)

  43,125  1,125  —  — 

E. Jenner Wood, III(5)(6)

  42,750  —  —  — 

Clarence H. Ridley(7)

  39,000  7,000  —  — 

Robert T. Johnson(8)

  41,000  2,000  —  — 

James D. Edwards(8)

  36,000  2,000  —  — 

P. George Benson(9)

  33,000  —  —  — 

Thomas W. Crawford(10)

  425,870  40,000  1.6  — 

W. Bruce Swain(11)

  72,128  —  —  — 

Jeffrey T. Bowman(12)

  275,834  —  1.1  — 

David A. Isaac(13)

  72,262  2,038  —  — 

Kevin B. Frawley(14)

  71,527  2,593  —  — 
             

All Directors and Executive Officers as a Group (23 persons)(15)

  13,528,793  12,842,974  51.5  52.0 
             

                 
     Percent of
 
  Amount and Nature of
  Total Shares
 
  Beneficial Ownership(1)  Outstanding(2) 
Name
 Class A  Class B  Class A  Class B 
 
Harsha V. Agadi  47,782   —   —   — 
P. George Benson(3)  65,793   —   —   — 
Jeffrey T. Bowman(4)  628,437   —   2.2%  — 
Jesse C. Crawford(5)  12,135,846   12,835,881   42.2   52.0%
James D. Edwards(6)  68,793   2,000   —   — 
Russel L. Honoré  29,793   —   —   — 
Joia M. Johnson  10,169   —   —   — 
Charles H. Ogburn(7)  130,420   —   —   — 
Clarence H. Ridley(8)  71,793   7,000   —   — 
E. Jenner Wood, III(3)(9)  66,543   —   —   — 
W. Bruce Swain(10)  147,041   —   —   — 
Ian V. Muress(11)  110,422   —   —   — 
David A. Isaac(12)  230,149   2,038   —   — 
Allen W. Nelson  109,349   —   —   — 
All Directors and Executive Officers as a Group (23 persons)(13)  14,390,574   12,849,512   50.0   52.0 
(1)Except as otherwise indicated in the following footnotes, the persons possessed sole voting and dispositorydispositive power with respect to all shares set forth opposite their names.

(2)Except where a percentage is specified, the person’s ownership represents less than 1% of the outstanding shares. Shares not outstanding which are subject to options exercisable within sixty (60) days by a named individual or persons in the group are deemed to be outstanding for the purposes of computing percentage ownership of outstanding shares owned by such individual or the group.

(3)Includes 36,000 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March 6, 2008.1, 2011.

(4)

See Note (2)

Includes 359,366 shares of Class A Common Stock subject to the table set forth under “Security Ownershipoptions exercisable within sixty (60) days of Certain Beneficial Owners” below with respectMarch 1, 2011.
(5)Includes 30,000 shares of Class A Common Stock subject to the Class B Common Stock.options exercisable within sixty (60) days of March 1, 2011. The shares of Class A Common Stock shown as beneficially owned by Jesse C. Crawford include 53,691 shares held in trust for his son over which he has sole voting and shares

dispositoryshared dispositive power, 379,921 shares held by Crawford Partners LPL.P. over which he shares voting and dispositorydispositive power, 8,151,8917,392,091 shares held in the Estate of Virginia C. Crawford over which he has sole voting power and shares dispositoryshared dispositive power and 3,000,0003,524,409 shares held in afour Grantor Retained Annuity TrustTrusts over which his spouse has sole voting and dispositorydispositive power.

See Note (2) to the table set forth under “Security Ownership of Certain Beneficial Owners” below with respect to the Class B Common Stock.
(6)Includes 39,000 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March 1, 2011.


33

(5)
(7)The shares shown as beneficially owned by Mr. Ogburn include 8,000 shares of Class A Common Stock held in an account in his spouse’s name over which he shares voting and dispositive power.
(8)Includes 42,000 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March 6, 2008.1, 2011.

(6)
(9)Messrs. Lanier and Prince are directors of SunTrust Banks, Inc. Mr. Wood is Chairman, President and Chief Executive Officer of SunTrust Bank Central Group. Messrs. Lanier, Prince andAtlanta/Georgia Division. Mr. Wood disclaim anydisclaims beneficial ownership in any shares held by SunTrust Banks, Inc. or any of its banking subsidiaries, which shares are not reflected in the table. See “Information With Respect to Certain Business Relationships and Related Transactions” and “Security Ownership of Certain Beneficial Owners.”

(7)
(10)Includes 39,00022,500 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March 6, 2008.1, 2011.

(8)Includes 36,000 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March 6, 2008.

(9)Includes 33,000 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March 6, 2008.

(10)Includes 375,000 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March 6, 2008.

(11)Includes 35,500 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March 6, 2008.

(12)Includes 207,620 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March 6, 2008.

(13)Includes 45,500 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March 6, 2008.

(14)Includes 25,000 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March 6, 2008.1, 2011.

(15)
(12)Includes 8,585,503 shares of Class A Common Stock and 10,901,081 shares of Class B Common Stock as to which voting or dispository power is shared and 1,128,12030,500 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March 6, 2008.1, 2011. The shares of Class A Common Stock shown as beneficially owned by David A. Isaac include 37,100 shares held in four trusts for his children over which he has no voting or dispositive power and 1,464 shares over which he shares voting and dispositive power. Mr. Isaac shares voting and dispositive power with respect to the shares of Class B Common Stock shown as beneficially owned.
(13)Includes 7,835,167 shares of Class A Common Stock and 10,903,119 shares of Class B Common Stock as to which voting or dispositive power is shared and 742,866 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March 1, 2011.

Security Ownership of Certain Beneficial Owners

The following table sets forth certain information concerning each person (including any “group” as the term is used in Section 13(d)(3) of the Securities Exchange Act) known to the Company to be the “beneficial owner”, as such term is defined by the rules of the Securities and Exchange Commission (“SEC”),SEC, of more than 5% of the outstanding shares of the Company’s Class B Common Stock of the Company as of March 6, 2008:

Name and Address

  Amount and Nature of
Beneficial Ownership		  Percent of
Class B Shares
Outstanding		 

Jesse C. Crawford

Crawford Communications, Inc.

3845 Pleasantdale Rd.

Atlanta, Georgia 30340

  12,783,181(1)(2) 51.8%

Crawford Partners, L.P.

55 Park Place

Atlanta, Georgia 30303

  10,466,931(1)(2) 42.4%

SunTrust Banks, Inc.

c/o SunTrust Bank

55 Park Place

Atlanta, Georgia 30303

  2,060,455(1) 8.3%

F & C Asset Management, plc

80 George Street

Edinburgh, EHZ 3BU

United Kingdom

  1,698,991  6.9%

Linda K. Crawford

57 N. Green Bay Road

Lake Forest, Illinois 60045

  1,459,977  5.9%

1, 2011:
         
    Percentage of
   
  Amount and Nature of
 Class B Shares
   
Name and Address
 Beneficial Ownership Outstanding   
 
Jesse C. Crawford 12,835,881(1)(2)  52.0%  
Crawford Media Services, Inc.
6 West Druid Hills Drive, N.E.
Atlanta, Georgia 30329		        
Crawford Partners, L.P.  10,466,931(1)  42.4   
55 Park Place
Atlanta, Georgia 30303		        
F&C Asset Management plc 1,938,359(3)  7.8   
80 George Street
Edinburgh EH2 3BU, United Kingdom		        
SunTrust Banks, Inc.  1,602,188(2)  6.5   
c/o SunTrust Bank
55 Park Place
Atlanta, Georgia 30303
        
Linda K. Crawford 1,459,977  5.9   
57 N. Green Bay Road
Lake Forest, Illinois 60045		        
(1)The shares shown as beneficially owned by Jesse C. Crawford include 49,238 shares held in trust for his son over which he has sole voting and shared dispositive power; 10,466,931 shares held by Crawford Partners, L.P. over which he shares voting and dispositive power; and 384,912 shares in a trust over which he shares voting and dispositive power.


34

(2)As of December 31, 2010. Based upon a Schedule 13G/A filed with the SEC by SunTrust Banks, Inc. (“SunTrust Bank”) on January 28, 2011. According thereto, the shares are held by certain subsidiaries of SunTrust Banks, Inc.Bank in various fiduciary and agency capacities. SunTrust Bank has sole voting power with respect to 1,626,1181,168,038 of such shares. SunTrust Bank has sole dispositorydispositive power with respect to 1,675,356 of such shares and shares dispository power with respect to 385,0991,217,276 of such shares. SunTrust Bank disclaims any beneficial interest in any such shares. Included in the shares beneficially owned by SunTrust Bank are 384,912 shares held in a trust over which SunTrust BankBanks and Jesse C. Crawford share voting and dispositorydispositive power.

(2)
(3)The shares shown as beneficially ownedAs of December 31, 2010. Based upon a Schedule 13G filed with the SEC by Jesse C. Crawford include 49,238 shares held in trust for his son over which heF&C Asset Management plc (“F&C”) on February 11, 2011. According thereto, F&C has sole voting and shares dispository power; 10,466,931 shares held by Crawford Partners, L.P.dispositive power over which he shares voting and dispository power; and 384,912 shares in a trust over which he shares voting and dispository power.all such shares.

INFORMATION WITH RESPECT TO CERTAIN BUSINESS RELATIONSHIPS AND


RELATED TRANSACTIONS

For information on the Company’s Related Party Transactions Policy, please refer to the Audit Committee discussion on Page 5.

under Standing Committees and Attendance at Board and Committee Meetings.

SunTrust Bank holds 2,060,455Banks, Inc. held 1,602,188 shares of Class B Common Stock of the Company as of March 6, 2008.January 28, 2011. See “Stock Ownership Information — Security Ownership of Certain Beneficial Owners.” SunTrust Bank has advised us that it exercises voting authority with respect to shares of Class B Common Stock held in fiduciary and agency capacities. In the ordinary course of its business and on prevailing marketplace terms, SunTrust Bank is also a lenderand its affiliates provide certain financial services to the Company. SunTrust Bank serves as the administrative agent for the Company’s $310 million credit facility and participates as a lender in the syndication of that debt.credit facility, for which it receives customary payments of interest, repayments of principal, and fees. The Company’s credit facility was entered into in the ordinary course of SunTrust Bank’s business, and we believe such loans were and are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with other parties, and such loans do not involve more than the normal risk of collectability or present other unfavorable features. In addition, the Company also maintains a normal commercial banking relationship with SunTrust Bank, which also serves as trustee for the Crawford & Company Retirement Plan and investment managerthe Crawford & Company Employee Disability Income Plan. SunTrust Bank also processes checks relating to loss fund accounts, which are used for payment of the Company’s clients’ claims. E. Jenner Wood, III, a director of the Company, is Chairman of the Board, President and Chief Executive Officer of SunTrust Bank Atlanta/Georgia Division.
EQUITY COMPENSATION PLANS
The following table sets forth certain information concerning securities authorized for issuance under equity compensation plans as of December 31, 2010. Only the Company’s Class A Common Stock is authorized for issuance under these plans. All of the Company’s equity compensation plans have been approved by the Company’s shareholders.
             
        Number of Securities
 
        Remaining Available for
 
  Number of Securities to
  Weighted-Average
  Future Issuance Under Equity
 
  be Issued Upon Exercise
  Exercise Price of
  Compensation Plans
 
  of Outstanding Options,
  Outstanding Options,
  (Excluding Securities Reflected
 
  Warrants and Rights
  Warrants And Rights
  in Column (a))
 
Plan Category
 (a)  (b)  (c) 
 
Equity compensation plans approved by security holders  2,655,978(1) $5.20(2)  7,837,130(3)
(1)Shares issuable pursuant to the outstanding options under the Company’s stock option plans (1,680,555 shares), the 1996 Employee Stock Purchase Plan, as amended (311,294 shares), and the U.K. ShareSave Scheme (664,129 shares).
(2)Includes exercise prices for outstanding options under the Company’s stock option plans, the 1996 Employee Stock Purchase Plan, as amended, and the U.K. ShareSave Scheme.


35

(3)Represents shares which may be issued under the 1996 Employee Stock Purchase Plan, as amended (787,343 shares), the Executive Stock Bonus Plan (4,665,153 shares), the Non-Employee Director Stock Plan (1,384,634), and the International Employee Stock Purchase Plan (1,000,000). Includes 27,023 shares that were granted and were earned but were not vested or issued at December 31, 2010. Excludes all share grants that were unearned at December 31, 2010.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s directors and officers, and greater than ten percent (10%) beneficial owners of the Company’s equity securities, to file with the SEC and the NYSE reports of ownership and changes in ownership of such equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by the SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such reports furnished to the Company or written representations that no other reports are required, the Company believes that, during the year ended December 31, 2010, all of its officers, directors and greater than ten percent beneficial owners complied with all applicable filing requirements, except for one late Form 4 filing, due to clerical error, for Mr. Ogburn pertaining to a single transaction involving the purchase of 4,840 shares Class A Common Stock.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to May 4, 2010, the Nominating/Corporate Governance/Compensation Committee consisted of Mr. J. Hicks Lanier (who did not stand for reelection at the 2010 Annual Meeting) and Messrs. Benson, Honoré and Wood. Beginning on May 4, 2010, the Compensation Committee consisted of Messrs. Wood, Ogburn, Edwards and Agadi (beginning September 7, 2010). None of the foregoing individuals were officers or employees of the Company. None of the members of the Compensation Committee serve as members of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Company’s Compensation Committee.
SunTrust Banks, Inc. held 1,602,188 shares of Class B Common Stock of the Company as of January 28, 2011. See “Stock Ownership Information — Security Ownership of Certain Beneficial Owners.” SunTrust Bank has advised us that it exercises voting authority with respect to shares of Class B Common Stock held in fiduciary and agency capacities. In the ordinary course of its business and on prevailing marketplace terms, SunTrust Bank and its affiliates provide certain financial services to the Company. SunTrust Bank serves as the administrative agent for the Company’s credit facility and participates as a lender in the syndication of that credit facility, for which it receives customary payments of interest, repayments of principal, and fees. The Company’s credit facility was entered into in the ordinary course of SunTrust Bank’s business, and we believe such loans were and are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with other parties, and such loans do not involve more than the normal risk of collectability or present other unfavorable features. In addition, the Company also maintains a commercial banking relationship with SunTrust Bank, which also serves as trustee for the Crawford & Company Retirement Plan and the Crawford & Company Employee Disability Income Plan. SunTrust Bank also processes checks relating to loss fund accounts, which are used for payment of the Company’s clients’ claims. E. Jenner Wood, III, a director of the Company, is Chairman of the Board, President and Chief Executive Officer of SunTrust Bank, Central Group.
PROPOSAL 2 — ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION
The Board has determined that these relationships do not affect Mr. Wood’s independence.

EQUITY COMPENSATION PLANS

The following table sets forth certain information concerning securities authorized for issuance under equity compensation plans asDodd-Frank Wall Street Reform and Consumer Protection Act of December 31, 2007. Only the Company’s Class A Common Stock is authorized for issuance under these plans.

Plan Category

  Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights		  Weighted-average
exercise price of
outstanding options,
warrants and rights		  Number of securities
remaining available for
future issuance under equity
compensation Plans
(excluding securities reflected
in column (a))		 
   (a)  (b)  (c) 

Equity compensation plans approved by security holders

  3,579,752(1) $7.64(2) 4,680,314(3)

Equity compensation plans not approved by security holders(4)

  170,165  $5.18  — 
        
  3,749,917   4,680,314 
        

(1)Shares issuable pursuant to the outstanding options under the Stock Option Plans (3,006,855), the Employee Stock Purchase Plan (181,453 shares),2010 (the “Dodd-Frank Act”) and the approved portion of the U.K. Sharesave Scheme (391,444).

(2)Includes exercise prices for outstanding options under the Stock Option Plans, the Employee Stock Purchase Plan and the U.K. Sharesave Scheme.

(3)Represents shares which may be issued under the Stock Option Plans (330,000 shares), the Employee Stock Purchase Plan (415,938 shares), the U.K. Sharesave Scheme (108,556), and the Executive Stock Bonus Plan (3,825,820).

(4)Represents shares under the unapproved portion of the U.K. Sharesave Scheme (an employee stock purchase plan.)

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a)14A of the Securities Exchange Act of 1934 requiresprovide shareholders with the Company’s directors and officers, and greater than ten percent (10%) beneficial ownersright to vote to approve, on an advisory (nonbinding) basis, the compensation of the Company’s equity securities,named executive officers, as disclosed pursuant to filethe compensation disclosure rules of the SEC. This advisory stockholder vote is commonly referred to as the“say-on-pay” vote.


36

Our executive compensation program has been designed to implement certain core compensation principles, including “pay for performance” and alignment of management’s interests with our shareholders’ interests to support long-term value creation. In the SECcourse of establishing our 2010 compensation programs and awarding compensation, our management and Compensation Committee determined what it considered appropriate levels and types of performance-based incentives to motivate our named executive officers to achieve short-term andlong-term business goals, after reviewing data and analyses regarding the median market compensation and the NYSE reportscompany’s business expectations for 2010. We believe that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our shareowners’ interests to support long-term value creation. Please read the “Compensation Discussion and Analysis” section, including the accompanying compensation tables and related narrative, of ownershipthis proxy statement for additional details about our executive compensation philosophy and changesprograms, including information about the fiscal year 2010 compensation of our named executive officers.
Thesay-on-pay vote gives you as a shareholder the opportunity to express your views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation or our named executive officers and the philosophy, objectives, policies and practices described in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by the SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such reports furnished to the Company or written representations that no other reports are required, the Company believes that, during the year ending December 31, 2007, all of its officers, directors and greater than ten percent beneficial owners complied with applicable filing requirements.

PROPOSAL 2 — ADOPTION OF CRAWFORD & COMPANY EXECUTIVE STOCK BONUS PLAN AS AMENDED AND RESTATED MARCH 1, 2008

General.    On March 17, 2008, the Nominating/Corporate Governance/Compensation Committee ofthis proxy statement. Accordingly, the Board of Directors adoptedrecommends that shareholders approve the following advisory resolution:

“RESOLVED, that the shareholders of Crawford & Company Executive Stock Bonus Plan as Amended and Restated March 1, 2008 (the “Plan”) attached as Appendix A. The only material difference inapprove, on an advisory basis, the Plan made by this amendment and restatement is to authorize grants of stock options under terms set forth in the Plan.

Under the Plan as amended, key employeescompensation of the Company and its subsidiaries may be granted restricted stock, performance share units, and stock options, which are collectively referredCompany’s named executive officers, as disclosed pursuant to as “Awards”. A total of 4,000,000 shares of Class A Common Stock are available for the grant of Awards under the Plan. This total includes Awards made both before and after adoptioncompensation disclosure rules of the proposed amendments. In any calendar year, no key employee may be granted more than 250,000 shares of restricted stock, performance share units with respect to more than 250,000 shares of Class A Common Stock, or options to acquire more than 250,000 shares of Class A Common Stock.

Individuals eligible to receive Awards under the Plan are key employees of the Company and its subsidiaries as selected bySEC, including the Compensation Committee. As of December 31, 2007, there were 12 executive officersDiscussion and approximately 250 employees other than executive officers eligible to receive Awards under the Plan.

The table below sets forth information with respect to Awards made under the Plan to key employees during 2007.

2007 Plan Benefits

      Number of Units Granted

Name and Position

  Value
(1)		  Restricted
Stock		  Performance
Share Units

T.W. Crawford

  $49,800  —  10,000

President and Chief Executive Officer

      

W.B. Swain Executive

   22,410  —  4,500

Vice President –

Chief Financial Officer

      

J.T. Bowman

   22,410  —  4,500

Chief Operating Officer –

Global Property & Casualty

      

D.A. Isaac

   326,740  —  62,000

Chief Executive Officer –

The Garden City Group, Inc.

      

K.B. Frawley

   91,185  16,670  —

Executive Vice President –

Financial Administrative Services

      

Executive Group (7 people)

   147,692  15,000  12,900

Non-Executive Officer Employee Group

   660,692  —  132,600

(1)The values for equity-based awards in this column represent the cost recognized for financial statement reporting purposes for the applicable year in accordance with SFAS 123(R).

Administration.    Analysis, compensation tables and any accompanying footnotes and narratives disclosed in this proxy statement.”The Plan

Because this vote is administered by the Nominating/Corporate Governance/Compensation Committee of the Board of Directors (the “Compensation Committee”). The Compensation Committee consists of two or more Directors who are “non-employee directors” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) and “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986 (the “Code”). The Compensation Committee determines which employees of the Company and its subsidiariesadvisory, it will not be granted Awards and the terms of those Awards. The Compensation Committee has complete discretionary authority to interpret and administer the Plan and make changes to the terms and conditions of Awards. The Board has the authority to amend the Plan.

Performance Share Units.    A performance share unit is a bookkeeping unit that has a value equal to the fair market value of one share of Class A Common Stock. A key employee granted a performance share unit will receive an Award agreement, which will state the number of performance share units granted, the performance period and the conditions under which performance share units will be earned and vest. Payment of vested performance share units will be made in Class A Common Stock. Payment of the stock will be made by March 15 of the year following the year of vesting (unless otherwise provided in an Award Agreement), afterbinding on the Compensation Committee, certifies that the performance share unit is payable.

Restricted Stock.    A share of restricted stock is a share of Class A Common Stock subject to restrictions on vesting. A grant of restricted stock will be evidenced by an Award agreement, which will stateBoard or the number of shares of restricted stock granted, and the conditions under which the key employee’s interest in the underlying Class A Common Stock will become vested. Cash dividends will be paid directly to the key employee holding

the restricted stock. The Award agreement will specify whether a cash dividend will be subject to the same vesting restrictions as are applicable to the underlying restricted stock or whetherCompany. However, it will be paidprovide information to the key employee at the same time as dividends are paid to Company shareholders.

Options.    A stock option confers upon an option holder the right to purchase Class A Common Stock at a specified price, subject to such restrictions on vesting asour management and Compensation Committee regarding investor sentiment about our executive compensation philosophy, objectives, policies and practices, which management and the Compensation Committee may determine. The Plan authorizes grants of two types of stock options: incentive stock options and non-qualified stock options. A stock option grant will be evidenced by an Award agreement stating the terms and conditions under which the option will vest and be exercisable. In general, the Plan awards all options at fair market value as of the grant date and no option granted under the Plan will have a term exceeding ten years.

Vesting and Performance Goals.    The vesting conditions for Awards may relateable to employment, performance goals or other conditions. Performance goals are established by the Compensation Committee from one or more of the following business criteria that are to be achieved during a performance period: (1) revenue growth, (2) operating earnings and margin, (3) operating cash flow, (4) client satisfaction, (5) market share, (6) earnings per share, (7) return on equity, or (8) any other business criteria as may be determined by the Compensation Committee. Performance goals may be based on (i) Company wide performance, (ii) performance of a subsidiary, division, region, department, function, branch, facility, or other operational unit of the Company, (iii) individual performance or (iv) any combination of the above. The vesting of an Award may also be based on the key employee’s achievement of an individual performance goal. The Compensation Committee has complete discretionary authority to determine whether an Award is intended to comply with the requirements of Section 162(m) of the Code and the regulations thereunder as “performance-based” compensation.

Non-Transferability.    Awards are not transferable except by will or the laws of descent and distribution. During the key employee’s lifetime, Awards may be exercised only by the key employee.

Change in Capitalization.    If there is a reorganization, merger, recapitalization, reclassification, stock split, stock dividend, stock consolidation or similar event, then appropriate adjustments will be made by the Compensation Committee to the number and kind of shares available for issuance as Awards and to the number and kind of shares allocated to unvested Awards granted prior to such change.

Corporate Transactions.    Unless otherwise provided in an Award agreement, upon the consummation of (a) dissolution or liquidation of the Company, (b) a sale of all or substantially all of the assets of the Company, (c) a reorganization, merger or consolidation of the Company with one or more corporations where the Company is not the surviving or resulting corporation, or (d) a reverse merger in which the Company is the surviving corporation but the shares of Class A Common Stock outstanding immediately prior to the merger are converted by virtue of the merger to other property (collectively, a “Terminating Event”), any Award granted prior to the Terminating Event will vest in full and the payment for a performance share unit will be proratedconsider when determining executive compensation for the periodremainder of time that has elapsed from the beginning of the performance period until the time of the Terminating Event.

Term of Plan.    The Plan will continue for a period of 10 years from the date of its original adoption on May 3, 2007, unless it is earlier terminated by the Board.

Federal Income Tax Consequences.    A description of the United States federal income tax consequences of participation in the Plan under present law is set forth below. This is only a general summary based on current federal income tax laws, regulations,fiscal 2011 and judicial and administrative interpretations thereof. The federal income tax laws and regulations are frequently amended, and such amendments may or may not be retroactive with respect to transactions described herein.

Performance Share Units.    A key employee will not be subject to tax upon the grant of a performance share unit. The key employee will generally recognize ordinary income equal to the fair market value of the Class A Common Stock received as payment on a performance share unit in the year that such shares are transferred to him or her. If the performance share unit is forfeited, the key employee will not recognize any income. The Company will withhold for any applicable federal, state and local income and employment taxes. The Company is entitled to a deduction equal to the amount the key employee includes in ordinary income in the year of such inclusion.

Restricted Stock.    A key employee generally will not be subject to income tax upon the grant of restricted stock. When the restricted stock vests, the key employee will recognize ordinary income in an amount equal to

the fair market value of the Class A Common Stock underlying the restricted stock award on the date of vesting. If the restricted stock is forfeited, the key employee will recognize no income. Any cash dividends paid on restricted stock will be taxed as ordinary income in the year the cash dividend is received. Stock dividends that are subject to vesting restrictions will be taxed as ordinary income in the year they vest. Stock dividends paid directly to the key employee will be taxed as ordinary income in the year received by the key employee.

A key employee may elect under section 83(b) of the Code (no later than 30 days after the date of grant) to recognize the fair market value of the shares of restricted stock as ordinary income at the time the restricted stock award is granted. A key employee who makes such an election will not recognize ordinary income when the restricted stock award vests, but if the restricted stock award is subsequently forfeited, the key employee will not be allowed a deduction. Further, if the key employee makes such an election, any dividend paid on restricted stock will be taxed as dividend income in the tax year that the dividend is received. The Company will withhold for any applicable federal, state and local income and employment taxes. The Company will be entitled to a deduction equal to the amount the key employee includes in his or her ordinary income in the year of such inclusion.

Incentive Stock Options.    A key employee generally will not be subject to income tax upon the grant or the exercise of an incentive stock option. Instead, the key employee will owe income tax after the employee disposes of the stock acquired by exercising the option. The tax owed will depend on the length of time the key employee has held the stock after exercise but before disposal of the stock received on exercise.

If the key employee holds stock received on exercise for at least two years from the date of the grant, and one year from the receipt of the stock, the employee will be taxed at the long-term capital gains rate on the spread between the exercise price and the disposition price. If the key employee has not held the stock received on exercise for at least two years from the date of the grant and at least one year from receipt of the stock, the employee will be taxed at ordinary income tax rates on the spread between the exercise price and the fair market value of the stock on the exercise date. In general, the Company cannot take a tax deduction respecting an option on which the employee satisfies the holding periods described above.

Additionally, the spread between an incentive stock option’s exercise price and the fair market value of the stock on the date of exercise constitutes a preference for purposes of calculating the key employee’s alternative minimum tax liability.

Non-Qualified Stock Options.    A key employee will generally not be subject to income tax upon the grant of a non-qualified stock option. On exercise of the non-qualified stock option, the key employee will recognize ordinary taxable income equal to the spread between the exercise price and the fair market value of the stock on the date of exercise. If the key employee continues to hold the stock following exercise, the key employee’s tax basis in the exercised stock will generally be equal to (i) the cash paid, increased by (ii) any amount included in the key employee’s income by virtue of exercising the option. The stock received on exercise will be taxed at upon subsequent disposition at capital gain rates, depending on how long after exercise the key employee holds the stock.

The Company will withhold for any applicable federal, state and local income and employment taxes. The Company will be entitled to a tax deduction equal to the amount the key employee includes in his or her ordinary income by virtue of exercising a non-qualified stock option.

Section 409A.    The Company intends for Awards to comply, to the extent applicable, with Section 409A of the Code. However, if an Award is subject to Section 409A and if such Award does not meet the requirements of Section 409A, the key employee will include in gross income in the first year of the failure, any compensation deferred with respect to the Award for that year and all previous years (and earnings), to the extent not previously included in income and not subject to a substantial risk of forfeiture. The Company will receive a corresponding deduction for the amount included in the key employee’s income. The key employee also will be subject to an additional 20% tax on the amount included in income, as well as interest at the federal income tax underpayment rate plus 1% on the amounts that would have been included in income if the deferral had been included in the key employee’s income in the year deferred, or if later, the year the Award is no longer subject to a substantial risk of forfeiture.

beyond.

The Board of Directors unanimously recommends a vote FOR the approvaladvisory vote approving executive compensation.
PROPOSAL 3 — ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE
The Dodd-Frank Act and Section 14A of the Crawford &Securities Exchange Act of 1934 also require us to provide shareholders the right to vote, on an advisory (nonbinding) basis, on the frequency with which the Company Executive Stock Bonus Plan.should include an advisory vote on executive compensation, similar to that contained in Proposal 2, at future annual meetings of shareholders. Shareholders may vote for a“say-on-pay” vote to occur every one, every two or every three years, or may abstain from voting.
The Board recommends that asay-on-pay shareholder advisory vote, similar to that contained in Proposal 2, be included in the Company’s proxy statement every two years.
As described in more detail in the “Compensation Discussion and Analysis” section of this proxy statement, our executive compensation programs are designed to support, among other things, long-term value creation. At this critical stage for the Company, in light of continued economic uncertainty and its impact on our various business units, we believe an overly significant focus on the production of results in or for any one period could distract management from this value-creating, longer term focus.
In support of this position, our core compensation principles ensure management’s interests are aligned with those of our shareholders and, for that reason, we believe it is appropriate that a significant portion of compensation be “at risk” over a multi-year period. As a result, and to increase focus on longer term results, we grant equity awards with multi-year performance targets and service periods. Additionally, we thoroughly and carefully review and consider any proposed changes to our executive compensation programs prior to implementation in order to maintain consistency in approach and credibility in execution, which are critical to motivate and retain executive officers and other employees. Full and proper implementation and execution, and evidence thereof, is often a multi-year process.


37

Furthermore, we have a long history of shareholder engagement on various governance matters and initiatives, including executive compensation matters, which is a key component of our overall corporate governance. We maintain, and expect to continue to maintain, appropriate lines of communication with shareholders outside of the formal shareholder resolution process, which we believe reduces the need for and value of more frequent formal resolutions. We remain open and accountable to shareholders.
As a result of the foregoing, in order to most appropriately align the evidenced results and evaluation of our executive compensation programs, reduce the potential for management distraction and in light of our history of shareholder accountability, we believe that it is most appropriate, and recommend that the Company’s shareholders vote in support of, an advisory vote on executive compensation every TWO YEARS.
Because this vote is advisory, it will not be binding on the Board or the Company. However, consistent with our record of shareholder engagement, we expect the Board to give due consideration to the preference selected by a majority of shareholders when making a determination as to the frequency with which the Company will hold an advisory vote on the frequency of the advisory vote on executive compensation.
The Board of Directors unanimously recommends a vote for “TWO YEARS” on the advisory vote on the frequency of the advisory vote on executive compensation.
PROPOSAL 34 — RATIFICATION OF INDEPENDENT AUDITORSAUDITOR

Ernst & Young LLP has been selected by the Audit Committee of the Board of Directors to serve as independent auditorsauditor for the Company for the fiscal year 2008.2011. Ernst & Young also served as the independent auditor of the Company for the Company’s 2008, 2009 and 2010 fiscal years. Although the selection and appointment of an independent auditorsauditor is not required to be submitted to a vote of shareholders, the Board of Directors has decided, as in the past, to ask the Company’s shareholders to ratify this appointment. Despite the selection of Ernst & Young LLP as the Company’s independent auditorsauditor and the ratification by the shareholders of that selection, the Audit Committee has the power at any time to select another auditor for 2008,2011, without further shareholder action. A representative of Ernst & Young LLP willis expected to be present at the meetingAnnual Meeting and will be given an opportunity to make a statement, if he or she desires, and to respond to appropriate questions. In addition, a report of the Audit Committee in connection with the independence of the auditors,auditor, as well as other matters, follows the Board’s recommendation on this matter below.

Fees Paid to Ernst & Young LLP

In addition to performing the audit of the Company’s consolidated financial statements, Ernst & Young LLP provides some other permitted services to the Company and its foreign and domestic subsidiaries. Ernst & Young LLP has advised the Company that it has billed or will bill the Company the below indicated amounts for the following categories of services for the years ended December 31, 20072010 and 2006:

   2007  2006

Audit fees(1)

  $2,898,417  $2,835,000

Audit related fees(2)

   15,711   311,000

Tax fees(3)

   281,398   237,000

All other fees

   —   —
        

Total

  $3,195,526  $3,383,000
        

2009:
         
  2010  2009 
 
Audit fees(1) $2,501,247  $2,382,560 
Audit related fees(2)  304,142   330,324 
Tax fees(3)  499,374   522,898 
All other fees  —   — 
         
Total $3,304,763  $3,235,782 
         
(1)Audit fees include the annual financial statement audit, the audit of internal control over financial reporting, and statutory audits required internationally.

(2)Audit related fees include: employee benefit plan audits, SAS 70 reports, accounting consultations, and attest services related to acquisitions.

(3)Tax fees consist principally of professional services rendered by Ernst & Young LLP for tax compliance and tax planning and advice.

The Audit Committee reviews and pre-approves in addition to all audit services, all non-audit services to be provided by the independent auditor. On an ongoing basis, management communicates specific projects and categories


38

of services to the Audit Committee on which advance approval is requested. The Audit Committee reviews these requests and votes by resolution its approval or rejection of such non-audit services after due deliberation.

The Board of Directors unanimously recommends a vote FOR the approvalratification of Ernst & Young LLP as the Company’s independent auditorsauditor for 2008.

2011.

AUDIT COMMITTEE REPORT

In fulfilling its responsibilities to review the Company’s financial reporting process, the Audit Committee has reviewed and discussed with the Company’s management and the independent auditorsauditor the audited financial statements to be contained in the Annual Report onForm 10-K, for the fiscal year ended December 31, 2007.2010. Management is responsible for the financial statements and the reporting process, including the system of internal controls. Independent auditors areThe independent auditor is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States.

The Audit Committee discussed with the independent auditorsauditor the matters required to be discussed by Statement on AuditAuditing Standards No. 61, Communications with Audit Committee, as amended. In addition, the

Audit Committee has discussed with the independent auditorsauditor the auditors’auditor’s independence from the Company and its management, including the matters in the written disclosure required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. In determining the independence of the auditors,auditor, the Audit Committee has considered, among other matters, whether the provision of services, other than those related to the audit of the Company’s annual financial statements, is compatible with maintaining the auditors’auditor’s independence.

The Audit Committee discussed with the Company’s internal auditors and independent auditorsauditor the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditors and independent auditors,auditor, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Audit Committee further discussed those items contained in NYSE Listing Rules Section 303(A)(6) and otherwise complied with the obligations stated therein. The Audit Committee held five meetingmeetings during fiscal year 2007.

2010.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report onForm 10-K for the year ended December 31, 20072010 for filing with the Securities and Exchange Commission. The Audit Committee has selected Ernst & Young LLP as the Company’s independent auditors for 2008, with this selection to be ratified by the shareholders.

JAMES D. EDWARDS, CHAIRMAN

J. HICKS LANIER

LARRY L. PRINCE

ROBERT T. JOHNSON

CHARLES H. OGBURN
E. JENNER WOOD, III
SHAREHOLDER PROPOSALS

Any shareholder proposal to be presented at the 20092012 Annual Meeting of the Shareholders must be received by the Company no later than November 28, 200826, 2011 for inclusion in the proxy statement for that meeting in accordance withRule 14a-8 under the SecuritiesExchange Act. Pursuant toRule 14a-4 under the Exchange Act, of 1934. Pursuant to Rule 14a-4 under the Securities Exchange Act of 1934 and the By-laws of the Company, the Board of Directors may exercise discretionary voting authority at the 20092012 Annual Meeting under proxies it solicits to vote on a proposal made by a shareholder that the shareholder does not seek to includehave included in the Company’s proxy statement pursuant toRule 14a-8, unless the Company is notified about the proposal prior to November 28, 200826, 2011 and the shareholder satisfies the other requirements ofRule 14a-4(c).

OTHER MATTERS

The minutes of the Annual Meeting of Shareholders held on May 3, 2007 will be presented at the Annual Meeting, but it is not intended that action taken under the Proxy will constitute approval of the matters referred to in such minutes.

The Board of Directors knows of no other matters other than those as described herein to be brought before the Annual Meeting. If any other matters come before this meeting,the Annual Meeting, however, the persons named in the Proxy will vote such Proxy in accordance with their judgment on such matters.
March 25, 2011


39

March 28, 2008

APPENDIX A

CRAWFORD & COMPANY

CROWFORD LOGO

EXECUTIVE STOCK BONUS PLAN

AS AMENDED AND RESTATED MARCH 1, 2008

Table of Contents

(GRAPHIC)
Page

SectionShareowner ServicesSM P.O. Box 64945 St. Paul, MN 55164-0945 COMPANY # Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. ? INTERNET — www.eproxy.com/crd Use the Internet to vote your proxy until 11:59 p.m. (CT) on May 4, 2011. ? PHONE — 1-800-560-1965 Use a touch-tone telephone to vote your proxy until 11:59 p.m. (CT) on May 4, 2011. ? MAIL — Mark, sign and date your proxy card and return it in the postage-paid envelope provided. If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card. TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW, SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD. The Board of Directors Recommends a Vote FOR Items 1, 2, and 4 and for “Two Years” on Item 3. 1.

BackgroundA-1

Section 2.

Purpose of PlanA-1

Section 3.

DefinitionsA-1

Section 4.

EligibilityA-3

Section 5.

Administration and Grant of AwardsA-3

Section 6.

Shares Subject Proposal to elect the nine (9) nominees listed below as Directors (except as indicated to the Plan and Award LimitsA-3

Section 7.

Performance Share UnitsA-3

Section 8.

Restricted StockA-4

Section 9.

OptionsA-4

Section 10.

Non-TransferableA-6

Section 11.

Change in CapitalizationA-6

Section 12.

Corporate TransactionsA-6

Section 13.

Disposition of SharesA-7

Section 14.

Award AgreementA-7

Section 15.

Amendment of PlanA-7

Section 16.

Termination of PlanA-7

Section 17.

Applicable Law; Severability; InterpretationA-7

Section 18.

Shares ReservedA-7

Section 19.

No Shareholder RightsA-7

Section 20.

No Contract of EmploymentA-7

Section 21.

TitlesA-7

Section 22.

Securities RegistrationA-8

Section 23.

WithholdingA-8

Section 24.

Other ConditionsA-8

Section 25.

Rule 16b-3A-8

Section 26.

Performance-Based Compensation under Section 162(m) of the CodeA-8

Section 27.

Code Section 409AA-8

CRAWFORD & COMPANY

EXECUTIVE STOCK BONUS PLAN

AS AMENDED AND RESTATED MARCH 1, 2008

SECTION  1.    Background.    The Board of Directors of Crawford & Company, a Georgia corporation, adopted the Crawford & Company Executive Stock Bonus Plan, pursuant to which certain of the Key Employees of the Company and Subsidiary Corporations could be granted Restricted Stock and Performance Share Units, effective March 1, 2005 (the “Original Plan”). The Plan, as set forth in this document, is an amendment and restatement of the Original Plan, adopted by the Board as of March 1, 2008. The Plan, as so amended and restated, provides also for the grant of Options to certain Key Employees. The amended and restated Plan will be effective as of the date it is approved by the shareholders of the Company. Notwithstanding anything to the contrary herein, no Option shall be granted under the Plan until shareholder approval of the Plan has been obtained; and provided further, that if shareholder approval of the Plan is not received within twelve (12) months after its adoption by the Board, the Plan, as amended and restated, shall be rescinded and the Original Plan shall continue without modification or interruption, as if this amendment and restatement had never been adopted.

SECTION  2.    Purpose of Plan.    The purpose of the Plan is to strengthen the Company and those corporations which are or later become Subsidiary Corporations, by providing to specific Key Employees added incentives for high levels of performance and to encourage stock ownership in the Company.

SECTION  3.    Definitions:

(a)“Award” means a Restricted Stock, Performance Share Unit or Option award.

(b)“Award Agreement” means the document that sets forth the terms and conditions of an Award.

(c)“Board” means the Board of Directors of the Company.

(d)“Code” means the Internal Revenue Code of 1986, as amended.

(e)“Code Section 409A” means Section 409A of the Code and all applicable regulations and other guidance issued under or related to Section 409A of the Code.

(f)“Committee” means the Nominating/Corporate Governance/Compensation Committee of the Board, or such other or successor committee as the Board may, from time to time, establish.

(g)“Company” means Crawford & Company, a Georgia corporation, and any successor to such corporation.

(h)“Covered Employee” means, with respect to any grant of an Option or Performance Share Unit, a Key Employee who the Committee determines is, or may be or become, a “covered employee” as defined in Section 162(m)(3) of the Code for a year.

(i)“Fair Market Value” means (1) the closing price for a share of Stock on the New York Stock Exchange (or if Stock is no longer traded on the New York Stock Exchange, on the exchange or quotation system which reports or quotes the closing price for a share of Stock) as accurately reported for any date (or, if no shares of Stock are traded on such date, for the immediately preceding date on which shares of Stock were traded) inThe Wall Street Journal (or ifThe Wall Street Journal no longer reports such price, in a newspaper or trade journal selected by the Committee) or (2) if no such price quotation is available, the price which the Committee, acting in good faith, determines through any reasonable valuation method that a share of Stock might change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of the relevant facts. Notwithstanding the foregoing, any determination of Fair Market Value shall be consistent with Code Section 409A to the extent applicable.

(j)“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(k)“Individual Performance Goals” means the goal or goals, if any established by the Committee for individual performance measures, based on such objective or subjective criteria as the Committee deems appropriate.

(l)“Key Employee” means a salaried employee of the Company or a Subsidiary Corporation, as selected by the Committee.

(m)“Non-Qualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

(n)“Option” means an Incentive Stock Option or a Non-Qualified Stock Option awarded in accordance with Section 9 of this Plan.

(o)“Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

(p)“Participant” means any Key Employee awarded an Award.

(q)“Performance Goal” means the goal or goals, if any, established by the Committee based on one or more of the following business criteria that are to be achieved during a performance period determined by the Committee: (1) revenue growth; (2) operating earnings and margin; (3) operating cash flow; (4) client satisfaction; (5) market share; (6) earnings per share; (7) return on equity; or (8) any other business criteria as may be determined by the Committee. Performance Goals may be based (as the Committee deems appropriate) on (i) Company-wide (including Subsidiary Corporations) performance, (ii) performance of a subsidiary, division, region, department, function, branch, facility or other operational unit of the Company, (iii) individual performance (if applicable), or (iv) any combination of the foregoing. Performance Goals may be set in any manner determined by the Committee, including looking to achievement on an absolute basis or on a relative basis to prior periods or in relation to peer group, indexes or other external measure of the selected criteria. When the Committee sets Performance Goals, the Committee shall establish the objective rules that the Committee will use to determine the extent, if any, that Performance Goals have been met. In establishing any such objective rules, the Committee may, to the extent it deems appropriate, take into account any extraordinary or one-time or other non-recurring items of income or expense or gain or loss or any events, transactions or other circumstances that the Committee deems relevant in light of the nature of the Performance Goals set for the Key Employee or the assumptions made by the Committee regarding such goals. With respect to awards to Covered Employees that are intended to comply with the requirements of Section 162(m) of the Code for “performance-based” compensation, any such adjustments shall be made in a manner consistent with such requirements.

(r)“Performance Share Unit” means a unit granted pursuant to Section 7 of this Plan, the value of which is equal to the Fair Market Value of one share of Stock and which is payable in Stock.

(s)“Plan” means this Crawford & Company Executive Stock Bonus Plan as Amended and Restated March 1, 2008, and as further amended from time to time.

(t)“Restricted Stock” means Stock granted in accordance with Section 8 of this Plan.

(u)“Stock” means the Class A common stock of the Company.

(v)“Subsidiary Corporation” means any corporation which is a subsidiary corporation (within the meaning of Section 424(f) of the Code) of the Company.

(w)“Ten Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of its parent or a subsidiary corporation.

(x)“Terminating Event” shall have the meaning ascribed to such term in Section 12 of this Plan, unless otherwise provided in an Award Agreement.

SECTION  4.    Eligibility.    Key Employees, who have been selected by the Committee as provided in Section 5, will be eligible to receive Awards.

SECTION  5.    Administration and Grant of Awards.    The Plan will be administered by the Committee consisting of two or more directors appointed by the Board who are “non-employee directors” (within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 (“Rule 16b-3”)) and “outside directors” (within the meaning of Section 162(m) of the Code). Subject to the express provisions of the Plan, the Committee will have complete authority to determine those Key Employees to whom the Awards may be granted and the time or times, and the price at which, Awards may be granted or exercised, the vesting periods, the number of shares subject to each Award and, with respect to Options, whether an Option will be granted as a Non-Qualified Stock Option or as an Incentive Stock Option. Subject to the express provisions of the Plan, the Committee will also have complete authority to interpret the Plan and all Award Agreements, to prescribe, amend and rescind rules and regulations consistent with the Plan and relating to it, to determine the terms and provisions of each Award Agreement (which need not be the same), to determine the rights and obligations of Participants under the Plan and all Award Agreements, and to make all other determinations necessary or advisable in the administration of the Plan. The Committee may delegate to executive officers of the Company the authority, subject to such terms as the Committee shall determine, to exercise such authority and perform such functions, including, without limitation, the selection of Participants and the grant of Awards, as the Committee may determine, to the extent permitted under Rule 16b-3; provided, however, that the Committee may not delegate the authority to grant Awards, perform such functions or make any determination affecting or relating to the executive officers of the Company. Any action of the Committee or its delegate shall be binding on the Company, each Subsidiary Corporation on each affected Key Employee and on each other person directly or indirectly affected by such action.

SECTION  6.    Shares Subject to the Plan and Award Limits.

(a)Share Reserve and Award Limits. There shall be 4,000,000 shares of Stock authorized for issuance under the Original Plan and this Plan in the aggregate. The Committee will determine the number of shares of Restricted Stock, Performance Share Units and/or Options awarded to a Participant. However, no Key Employee shall be granted more than 250,000 shares of Restricted Stock in any calendar year, no Key Employee shall be granted Performance Share Units with respect to more than 250,000 shares of Stock in any calendar year, and no Key Employee shall be granted in any calendar year Options to acquire more than 250,000 shares of Stock. Notwithstanding any other provisions of the Plan to the contrary, the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to Non-Qualified Stock Options is 1,000,000 shares of Stock, and the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to Incentive Stock Options is 1,000,000 shares of Stock. More than one Award may be granted to the same Key Employee. The number of shares of Stock described above shall be subject to increase or decrease pursuant to the provisions of Section 11 of the Plan.

(b)Reversion of Shares to the Share Reserve. Any shares of Stock subject to an Award that remain unissued after the cancellation, expiration or exchange of the Award; any shares subject to an Award that are forfeited or cancelled; and any shares reflected by a Performance Share Unit or Option that are not issued due to the failure to satisfy any vesting conditions with respect to such Performance Share Unit or Option, shall be available for use in future grants under this Plan. In addition, any shares of Stock tendered to satisfy a withholding obligation shall be available for use in future grants under this Plan.

SECTION  7.    Performance Share Units.

(a)Committee Action. The Committee acting in its absolute discretion may grant Performance Share Units to Key Employees from time to time. Each such Performance Share Unit grant shall be evidenced by an Award Agreement, which shall set forth the number of Performance Share Units granted to the Key Employee and the performance period for the Award and shall describe the conditions under which the Performance Share Units

will vest and be paid and such other terms and conditions of the grant as the Committee acting in its absolute discretion deems appropriate.

(b)Vesting. The Committee acting in its absolute discretion may make Performance Share Units subject to one or more employment, performance or other vesting conditions (including, without limitation, Performance Goals and Individual Performance Goals) that the Committee deems appropriate for Key Employees generally or for a Key Employee in particular, and the related Award Agreement shall set forth each vesting condition and the deadline for satisfying the same.

(c)No Adjustment for Cash Dividends. Except for dividend equivalent adjustments made by the Committee for stock dividends in accordance with Section 11, there shall be no adjustment to Performance Share Units for dividends paid by the Company.

(d)Payment of Performance Share Units. Except as otherwise provided in an Award Agreement, payment of the entire vested Performance Share Unit or, if the Award provides for partial vesting, the entire vested portion of such Performance Share Unit, will be made in Stock between January 1 and March 15 of the calendar year following the year in which the Performance Share Units first become vested, after the Committee certifies that such Award or portion of an Award is payable.

SECTION  8.    Restricted Stock.

(a)Committee Action. The Committee acting in its absolute discretion may grant Restricted Stock to Key Employees from time to time and may make Restricted Stock grants in exchange for the cancellation of an outstanding Restricted Stock grant. Each grant of Restricted Stock shall be evidenced by an Award Agreement, which shall describe the conditions under which the Key Employee’s interest in the underlying Stock will become nonforfeitable, consistent with Section 8(b) below.

(b)Forfeiture Conditions. The Committee acting in its absolute discretion may make the forfeiture of Restricted Stock subject to the satisfaction of any conditions (including, without limitation, Performance Goals) that the Committee deems appropriate for Key Employees generally or for a Key Employee in particular, and the Award Agreement shall describe each such condition and the deadline for satisfying each such condition. A Key Employee’s nonforfeitable interest in Restricted Stock shall depend on the extent he or she timely satisfies each forfeiture condition. The Company or its agent may retain custody of the Restricted Stock pending the satisfaction of any forfeiture conditions applicable thereto.

(c)Dividends and Voting Rights. Any cash dividend declared on Restricted Stock shall be paid directly to the Key Employee holding such Restricted Stock. The Award Agreement shall specify whether a Stock dividend shall be treated as (1) Restricted Stock, and a Key Employee’s interest in such Stock dividend shall be forfeited or shall become nonforfeitable at the same time as the Restricted Stock is forfeited or becomes nonforfeitable or (2) in the same manner as a cash dividend and shall be transferred to the Key Employee on the date(s) such dividends are payable to the Company’s shareholders generally. The disposition of each other form of dividend declared on Restricted Stock shall be made in accordance with such rules as the Committee shall adopt. A Key Employee shall have the right to vote Restricted Stock, to the extent such Restricted Stock has voting rights.

(d)Satisfaction of Forfeiture Conditions. Shares of Stock shall cease to be Restricted Stock at such time as provided in the Award Agreement.

SECTION  9.    Options.

(a)Committee Action. The Committee acting in its absolute discretion may grant Options to Key Employees from time to time. Each such Option grant shall be evidenced by an Award Agreement, which shall set forth the number of shares of Stock subject to the Option and which shall describe the conditions under which the Option

will vest and become exercisable and such other terms and conditions of the grant as the Committee acting in its absolute discretion deems appropriate. All options shall be separately designated Incentive Stock Options or Non-Qualified Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Stock purchased upon exercise of each type of Option. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

(b)Term. In the absence of a provision to the contrary in the individual Optionholder’s Award Agreement, and subject to the provisions of Section 9(d) of the Plan regarding grants of Incentive Stock Options to Ten Percent Shareholders, the term of the Option shall be 10 years from the date it was granted.

(c)Service Recipient Stock. Non-Qualified Stock Options may be granted only with respect to “service recipient stock” as such term is used in Code Section 409A.

(d)Ten Percent Shareholders. A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten (110%) of the Fair Market Value of the Stock at the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.

(e)Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and the Subsidiary Corporations) exceeds one hundred thousand dollars ($100,000), or such other limit as may be set by applicable law, the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Non-Qualified Stock Options.

(f)Exercise Price of an Incentive Stock Option. The exercise price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Stock subject to the Option on the date the Option is granted (or less than one hundred and ten percent (110%) in the case of a Ten Percent Shareholder).

(g)Exercise Price of a Non-Qualified Stock Option. The exercise price of each Non-Qualified Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Stock subject to the Option on the date the Option is granted.

(h)Method of Exercise. The exercise of an Option shall be made by giving notice delivered in person or by mail to the person designated by the Company, specifying the number of shares of Stock to be purchased accompanied by payment therefor. Unless otherwise provided in an Award Agreement, when an Option is being exercised only in part, not less than fifty (50) shares of Stock may be covered by any such partial exercise.

(i)Consideration.

(i) The purchase price of Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (a) in cash or by check at the time the Option is exercised or (b) at the discretion of the Committee (1) by delivery to the Company of other shares of Stock (subject to such requirements as may be imposed by the Committee), (2) if there is a public market for the Stock at such time, and to the extent permitted by applicable law, pursuant to a “same day sale” program that results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds, (3) by any other form of consideration permitted by law, but in no event shall a promissory note or other form of deferred payment constitute a permissible form of consideration for an Option granted under the Plan, or (4) by some combination of the foregoing. In each such case, the combination of any cash and property used to pay the purchase price shall have a Fair Market Value on the exercise date equal to the applicable exercise price.

(ii) Unless otherwise specifically provided in the Award Agreement, the purchase price of Stock acquired pursuant to an Award that is paid by delivery to the Company of other Stock, which Stock was

acquired, directly or indirectly from the Company, shall be paid only by shares of the Stock that have been held for more than six (6) months (or such longer or shorter period of time required to avoid a supplemental charge to earnings for financial accounting purposes).

(iii) Whenever a Participant is permitted to pay the exercise price of an Option and/or taxes relating to the exercise of an Option by delivering Stock, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirements by presenting proof of beneficial ownership of such Stock, in which case the Company shall treat the Option as exercised or redeemed without further payment and shall withhold such number of shares of Stock from the Stock acquired under the Option. When necessary to avoid a supplemental charge to earnings for financial accounting purposes, any such withholding for tax purposes shall be made at the statutory minimum rate of withholding.

(j)Vesting Generally. Options granted under the Plan shall be exercisable at such times and upon such terms and conditions as may be determined by the Committee. The vesting provisions of individual Options may vary.

(k)Termination of Options. Any Option or portion thereof that is not vested or that has not been exercised at the end of the term of the Option described in Section 9(d) of this Plan or at the time of termination of an Optionholder’s employment with the Company and all Subsidiary Corporations shall lapse and terminate, and shall not be exercisable by the Optionholder or any other person, unless otherwise provided for in the Award Agreement.

(l)No Repricing of Options. The Committee shall have no authority to make any adjustment or amendment (except as provided in Section 11 of this Plan), and no such adjustment or amendment shall be made, that reduces or would have the effect of reducing the exercise price of an Option previously granted under the Plan, whether through amendment, cancellation or replacement grants, or other means, unless the Company’s shareholders shall have approved such adjustment or amendment.

SECTION  10.    Non-Transferable.    No Award will be assignable or transferable except by will or by laws of descent and distribution. Any other attempted assignment or transfer, or any attempted pledge, hypothecation or other disposition of, or levy of any execution, attachment or similar process upon any Award will be null and void and without effect.

SECTION  11.    Change in Capitalization.    If the outstanding shares of Stock are increased, decreased, or changed into, or exchanged for a different number or kind of shares or securities of the Company, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, stock dividend, stock consolidation, or otherwise, an appropriate and proportionate adjustment will be made in the number and kind of shares as to which Awards may be granted. A corresponding adjustment changing the number or kind of shares, and the exercise price per share, allocated to unvested or unexercised Awards, or portions thereof, which will have been granted prior to any such change will likewise be made. Any such adjustment, however, in an outstanding Option will be made without change in the total price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the number of shares and price for each share subject to the Option. Adjustments under this Section will be made by the Board or the Committee, whose determination as to what adjustments will be made, and to the extent thereof, will be final and conclusive. No fractional shares of Stock will be issued under the Plan on account of any such adjustment. Any actions taken under this Section 11 shall be made in accordance with any applicable provisions of Code Section 409A, including without limitation restrictions with regard to the adjustment of stock options that are considered exempt from Code Section 409A.

Section  12.    Corporate Transactions.    Except as otherwise provided in an Award Agreement, upon the consummation of (a) the dissolution or liquidation of the Company, (b) a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company will not be the surviving or

resulting corporation, (c) a sale of substantially all of the assets of the Company to another person, or (d) a reverse merger in which the Company is the surviving corporation but the shares of the Stock outstanding immediately preceding the merger are converted by virtue of the merger to other property (a “Terminating Event”), any Award granted prior to the Terminating Event will vest in full and a Performance Share Unit Award shall be paid out as if all of the Performance Goals, Individual Performance Goals or other vesting conditions had been satisfied in full, but prorated for the period of time that has elapsed from the beginning of the performance period for such Award until the consummation of the corporate transaction described in this Section 12.

SECTION  13.    Disposition of Shares.    Any Participant who acquires Stock pursuant to an Award will, so long as he or she remains an employee of the Company or Subsidiary Corporation, be obligated to advise the Company in the case of each sale or other disposition of any Stock so acquired, such advice to be given to the Company immediately upon the occurrence of any such sale or other disposition.

SECTION  14.    Award Agreement.    Each Award granted will be evidenced by a written Award Agreement executed by the Company, and will contain each of the provisions and agreements herein specifically required to be contained therein, and in addition it may contain other terms and conditions as the Committee may deem desirable and which are not inconsistent with the Plan.

SECTION  15.    Amendment of Plan.    The Board may make changes in the Plan, and the Committee may, with consent of the Participant, make changes in the terms and conditions of his or her Award, as they will deem advisable; provided, however, an Award may be amended by the Committee unilaterally to the extent the Committee deems it necessary to comply with Code Section 409A; and, provided further, in the event any changes in the Plan would require shareholder approval under applicable law or stock exchange rules, such changes shall be subject to shareholder approval.

SECTION  16.     Termination of Plan.    The Plan will continue until May 3, 2017; provided however, that the Board may terminate the Plan at any time within its absolute discretion. No such termination, other than as provided for in Section 12,Corporate Transactions, will in any way affect any Award then outstanding.

SECTION  17.     Applicable Law; Severability; Interpretation.    The Plan will be construed, administered, and governed in all respects in accordance with the laws of the State of Georgia. If any provision of the Plan will be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Plan will continue to be fully effective. For purposes of this Plan, references to the masculine shall include the feminine, reference to the singular shall include the plural, and references to the plural shall include the singular.

SECTION  18.    Shares Reserved.    The Company will at all times during the term of the Plan reserve and keep available the number of shares of Stock as will be sufficient to satisfy the requirements of the Plan, and will pay all fees and expenses necessarily incurred by the Company in connection therewith.

SECTION  19.    No Shareholder Rights.    Except as provided in Section 8,Restricted Stock, no Participant shall have any rights as a shareholder of the Company as a result of the grant of an Award to him or her under this Plan or his or her exercise of such Award pending the actual delivery of Stock subject to such Award to such Participant.

SECTION  20.    No Contract of Employment.    The grant of an Award under this Plan shall not constitute a contract of employment and shall not confer on a Participant any rights in connection with the termination of his or her employment in addition to those rights, if any, expressly set forth in the Award Agreement that evidences his or her Award.

SECTION  21.    Titles.    Titles are provided in this Plan for convenience only and are not to serve as a basis for interpretation or construction of the Plan.

SECTION  22.    Securities Registration.    Each Award Agreement shall provide that, upon the receipt of Stock, the Key Employee shall, if so requested by the Company, (a) hold such Stock for investment and not with a view of resale or distribution to the public and (b) deliver to the Company a written statement satisfactory to the Company to that effect. As for Stock issued pursuant to this Plan, the Company at its expense shall take such action as it deems necessary or appropriate to register the original issuance of such Stock to a Key Employee under the 1933 Act or under any other applicable securities laws or to qualify such Stock for an exemption under any such laws prior to the issuance of such Stock to a Key Employee; however, the Company shall have no obligation whatsoever to take any such action in connection with the transfer, resale or other disposition of such Stock by a Key Employee.

SECTION  23.    Withholding.    Each Award shall be made subject to the condition that the Key Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal and state tax withholding requirements, if any, that the Committee in its discretion deems applicable to the exercise of such Award or the satisfaction of any forfeiture or vesting conditions with respect to such Award. A Key Employee may elect to satisfy such minimum federal and state tax withholding requirements through a reduction in the number of shares of Stock actually transferred to him or to her under this Plan. No withholding shall be effected under this Plan that exceeds the minimum statutory federal and state withholding requirements.

SECTION  24.    Other Conditions.    Each Award Agreement may require that a Key Employee enter into any agreement or make such representations prepared by the Company, including any agreement that restricts the transfer of Stock acquired pursuant to such Award or provides for the repurchase of such Stock by the Company under certain circumstances.

SECTION  25.    Rule 16b-3.    The Committee shall have the right to amend any Award or to withhold or otherwise restrict the transfer of any Stock under this Plan to a Key Employee as the Committee deems appropriate in order to satisfy any condition or requirement under Rule 16b-3 to the extent Rule 16 of the Securities Exchange Act of 1934 might be applicable to such grant or transfer.

SECTION  26.    Performance-Based Compensation under Section 162(m) of the Code.    The Committee shall have full and absolute discretion to determine whether an Award granted under this Plan is intended to comply with the requirements of Section 162(m) of the Code and the regulations thereunder as “performance-based” compensation. Unless otherwise expressly stated in an Award Agreement, each Option and Performance Share Unit granted to a Covered Employee under the Plan is intended to be “performance-based” compensation and the Committee shall interpret and administer the provisions of the Plan and Award Agreements in a manner consistent therewith. Furthermore, if any provision of the Plan or of any such Award Agreement does not comply or is inconsistent with the requirements of Section 162(m) of the Code for “performance-based” compensation, such provision shall be deemed amended to the extent necessary to conform to such requirements. With respect to any Award intended to so qualify as “performance-based” compensation, the Committee may provide that such Award shall be subject to the additional terms and conditions of the Crawford & Company 2007 Management Team Incentive Compensation Plan, as approved by the Company’s shareholders at the 2007 annual meeting of shareholders of the Company.

SECTION  27.    Code Section 409A.    It is the intent of the Company that the operation and administration of the Plan and all Award Agreements under the Plan comply with Code Section 409A to the extent applicable, and not cause the acceleration of taxation, or the imposition of penalty taxes or interest, under Code Section 409A. Notwithstanding anything in the Plan or any Award Agreement to the contrary, if a Participant is a “specified employee” as such term is used in Code Section 409A, then any payment to the Participant described in the Plan or an Award Agreement upon his or her termination of employment that is not exempt from Code Section 409A, and that constitutes “deferred compensation” under Code Section 409A that is payable on account of “separation from service” (within the meaning of Code Section 409A), and that is otherwise payable within 6 months after Participant’s separation from service, shall instead be made on the date 6 months after such separation from service.

APPENDIX B

Excerpt from the Crawford & Company Corporate Governance Guidelines

Relating to Director Independence Standards

A majority of the directors will be independent directors under the New York Stock Exchange (the “NYSE”) corporate governance listing standards, as in effect from time to time. The Board believes that directors who do not meet the NYSE’s independence standards also make valuable contributions to the board and to the company by reason of their experience and wisdom. To be considered independent under the proposed NYSE rules, the director must be determined, by resolution of the Board as a whole, after due deliberation, to have no material relationship with the Company other than as a director. The board has established the following categorical independence standards to assist it in determining director independence.

1.In no event will a director be considered “independent” if, within the preceding three years:

the director was employed by the Company or any of its direct or indirect subsidiaries,

an immediate family member of the director was employed by the Company or any of its direct or indirect subsidiaries as an executive officer,

the director or any immediate family member received more than $100,000 per year in direct compensation from the Company or any of its direct or indirect subsidiaries, other than director and committee fees and pension or other forms of deferred compensation for prior service (as long as such compensation is not contingent in any way on continued service),

the director was employed by or affiliated with the Company’s present or former independent auditor or internal auditor,

an immediate family member of the director was employed in a professional capacity by the Company’s present or former independent auditor or internal auditor,

an executive officer of the Company was on the compensation committee of the board of directors of a company that employed either the director or an immediate family member of the director as an executive officer, or

the director was an executive officer or an employee, or an immediate family member of the director was an executive officer, of a company that made payments to, or received payments from, the Company for property or services in an amount which, in any single fiscal year, exceeded the greater of $1 million, or 2% of the other company’s consolidated gross revenues.

2.The following relationships will not be considered to be material relationships that would impair a director’s independence:

if a director is an executive officer of another company which is indebted to the Company, or to which the Company is indebted, and the total amount of the indebtedness is less than one percent of the total consolidated assets of the indebted company, and

if a director serves as an executive officer, director or trustee, or an immediate family member of the director serves as an executive officer, of a charitable organization and the Company’s charitable contributions to the organization in any of the last three fiscal years, in the aggregate, are less than (1) one percent of that organization’s latest publicly available consolidated gross revenues (or annual charitable receipts, if revenue information is not available) or (2) $50,000, whichever is greater.

The Company will not make any personal loans or extensions of credit to directors or executive officers. No director or family member may provide personal services for compensation to the company.

LOGO

CRAWFORD & COMPANY

PROXY

Annual Meeting of Shareholders To Be Held May 6, 2008. This Proxy is Solicited by the Board of Directors.

The undersigned hereby appoints J. T. Bowman, W. B. Swain and A. W. Nelson, and each of them, proxies with full power of substitution, for and in the name of the undersigned, to vote all shares of Class B Common Stock of Crawford & Company which the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders of Crawford & Company to be held in the Home Office Building of Crawford & Company, 1001 Summit Boulevard, N.E., Atlanta, Georgia on May 6, 2008 at 2:00 P.M., and at any adjournment or postponement thereof, upon the matters described in the accompanying Notice of Annual Meeting and Proxy Statement and upon any other business that may properly come before the meeting or any adjournment or postponement thereof, hereby revoking any proxy heretofore executed by the undersigned to vote at said meeting. Said proxies are directed to vote on the matters described in the accompanying Proxy Statement as follows, and otherwise in their discretion:

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, AND 3.

1. Proposal to elect the ten (10) nominees listed below as Directors (except as indicated to the contrary below).

¨FOR all nominees listed below¨

WITHHOLD AUTHORITY to vote for all

nominees listed below

¨FORALL EXCEPT (see instructions below)

NOMINEES: J. . 01?H. Lanier, V. Agadi 04?J. C. Crawford L. L. Prince, E. 07?J. Wood, III, C. H. Ridley, R. T.M. Johnson ? Vote FOR ? Vote WITHHELD 02?P. G. Benson 05?J. D. Edwards T. W. Crawford, P. G. Benson and 08?C. H. Ogburn all nominees from all nominees 03?J. T. Bowman.

(INSTRUCTIONS:Bowman 06?R. L. Honoré 09?E. J Wood, III (except as marked) (Instructions: To withhold authority to vote for any individualindicated nominee, mark “FOR ALL EXCEPT,” write the namenumber(s) of each nominee you wish to withholdthe nominee(s) in the spacebox provided below)

PROPOSAL

to the right.) 2. Proposal to approve, on an advisory basis, the adoptioncompensation of the Crawford & Company Executive Stock Bonus Plan as Amended and Restated March 1, 2008.
¨FOR¨AGAINST¨ABSTAIN
Company’s named executive officers. ? For ? Against ? Abstain 3. Proposal to vote, on an advisory basis, on the frequency of the advisory vote on executive compensation. ? One Year ? Two Years ? Three Years ? Abstain 4. Proposal to ratify the appointment of Ernst & Young LLP as the independent auditors ofauditor for the Company for the 20082011 fiscal year.
¨ ? For ? Against ? Abstain THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR¨AGAINST¨ABSTAIN

THIS PROXY WILL BE VOTED AS DIRECTED ABOVE, OR IF NO DIRECTION IS INDICATED,

WILL BE VOTED IN ACCORDANCE WITH THE BOARD’S RECOMMENDATIONS AS SET FORTH ABOVE.

The undersigned acknowledges receipt with this Proxy of a copy of the Notice of Annual Meeting of Shareholders and the Proxy Statement dated March 28, 2008.

Dated:, 2008

Signature of Shareholder
IMPORTANT: PROPOSALS 1, 2, AND 4 AND “TWO YEARS” ON PROPOSAL 3. Address Change? Mark box, sign, and indicate changes below: ? ? Date Signature(s) in Box Please date this Proxy and sign exactly as your name or names appear hereon.name(s) appears on Proxy. If shares are held jointly, signaturesin joint tenancy, all persons should sign. Trustees, administrators, etc., should include both names. Executors, administrators, trustees, guardianstitle and othersauthority. Corporations should provide full name of corporation and title of authorized officer signing in a representative capacity, please give your full title. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.the Proxy.

(GRAPHIC)
CRAWFORD & COMPANY ANNUAL MEETING OF STOCKHOLDERS May 5, 2011 2:00 p.m. Crawford & Company Worldwide Headquarters 1001 Summit Boulevard Atlanta, Georgia 30319 Crawford & Company 1001 Summit Boulevard Atlanta, Georgia 30319 proxy This proxy is solicited by the Board of Directors for use at the Annual Meeting on May 5, 2011. The shares of Class B common stock you hold in your account will be voted as you specify on the reverse side. If no choice is specified, the proxy will be voted “FOR” Items 1, 2, and 4 and for “TWO YEARS” on Item 3. By signing the proxy, you revoke all prior proxies and appoint J. T. Bowman, W. B. Swain, and A. W. Nelson, and each of them with full power of substitution, to vote your shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments. See reverse for voting instructions. 111436