SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Crawford & Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

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

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check 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.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
2

(CRAWFORD(R) LOGO)

March 23, 2001

Dear Shareholder:

You are cordially invited to attend the Company's 2001 Annual Meeting of
Shareholders which will be held on Tuesday, April 24, 2001, beginning at 2:00
p.m. at the Company's headquarters, 5620 Glenridge Drive, N. E., Atlanta,
Georgia.

The official Notice of Annual Meeting of Shareholders, Proxy Statement and
form of Proxy are included with this letter and contain information about the
meeting and the various matters on which the shareholders will act.

As is our custom, a brief report will be made at this meeting on the
Company's 2000 activities and the outlook for 2001. We hope you will be able to
attend the meeting. Whether or not you plan to attend, it is important that you
sign and return your Proxy 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/ Archie Meyers, Jr.
Archie Meyers, Jr.,
Chairman and
Chief Executive Officer

/s/ Grover L. Davis
Grover L. Davis,
President and
Chief Operating Officer
3

CRAWFORD & COMPANY

P.O. BOX 5047
ATLANTA, GEORGIA 30302

---------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 2001

---------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Crawford
& Company (the "Company") will be held in the Home Office Building of the
Company, 5620 Glenridge Drive, N.E., Atlanta, Georgia, on Tuesday, April 24,
2001, at 2:00 p.m., local time, for the following purposes:

1. To elect ten (10) Directors to serve until the next Annual Meeting
of Shareholders and until their successors are elected and qualified;

2. To approve the appointment of Arthur Andersen LLP as independent
auditors for the Company for the 2001 fiscal year; and

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

Information relating to the above matters is set forth in the accompanying
Proxy Statement dated March 23, 2001. Only shareholders of record of Class B
Common Stock of the Company as of the close of business on March 2, 2001 will be
entitled to vote at the meeting and any adjournment thereof.

By Order of The Board of Directors

/s/ JUDD F. OSTEN
JUDD F. OSTEN,
Secretary

Atlanta, Georgia
March 23, 2001

IT IS IMPORTANT THAT YOUR SHARES OF CLASS B COMMON STOCK BE REPRESENTED AT
THE MEETING WHETHER OR NOT YOU ARE PERSONALLY ABLE TO BE PRESENT. 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.

PROXIES ARE NOT BEING SOLICITED WITH RESPECT TO THE SHARES OF CLASS A
COMMON STOCK OF THE COMPANY.
4

CRAWFORD & COMPANY
P.O. BOX 5047
ATLANTA, GEORGIA 30302
---------------------

PROXY STATEMENT
---------------------

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 24, 2001

This Proxy Statement and the accompanying Proxy are being mailed to
shareholders of Class B Common Stock of Crawford & Company (the "Company") in
connection with the solicitation of proxies by the Board of Directors of the
Company from holders of Class B Common Stock for use at the Annual Meeting of
Shareholders to be held in the Home Office Building of the Company, 5620
Glenridge Drive, N.E., Atlanta, Georgia, on Tuesday, April 24, 2001 at 2:00
p.m., local time, and any adjournment thereof. When the Proxy is properly
executed and returned, the shares of Class B Common Stock it represents will be
voted at the meeting and any adjournment thereof as directed by the shareholder
executing the Proxy unless it is revoked. If no directions are given on the
Proxy with respect to election of Directors, the shares represented by the Proxy
will be voted for the below listed nominees and for the approval of the
appointment of Arthur Andersen LLP to serve as independent auditors of the
Company in 2001. 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 may revoke their Proxy and vote in person
if they so desire.

Only shareholders of record of Class B Common Stock of the Company as of
the close of business on March 2, 2001 (the "Record Date") will be entitled to
vote at the Annual Meeting. As of that date, the Company had outstanding
24,697,172 shares of Class B Common Stock, each share being entitled to one
vote. A majority of the issued and outstanding shares of Class B Common Stock
entitled to vote at the Annual Meeting will constitute a quorum for the
transaction of business at such meeting. The Annual Report of the Company for
the fiscal year ended December 31, 2000 is enclosed herewith. This Proxy
Statement and the accompanying Proxy are being first mailed to Class B Common
Stock shareholders on or about March 23, 2001.

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

ELECTION OF DIRECTORS

NOMINEES AND VOTING

The By-Laws of the Company provide that the number of Directors which shall
constitute the full Board of Directors shall be ten and the shareholders shall
elect the Directors at each Annual Meeting. The Board of Directors has nominated
the ten persons listed below as Directors, to hold office until the next Annual
Meeting and until their successors are elected and qualified. Each nominee is a
member of the present Board of Directors and was elected by the shareholders at
the last Annual Meeting on April 25, 2000. 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. The
Company has no reason to believe that any of the nominees will not be available
for election as a Director.
5

NOMINEE INFORMATION

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

PRINCIPAL OCCUPATION DIRECTOR
NAME AGE AND DIRECTORSHIPS SINCE
---- --- -------------------- --------

Forrest L. Minix 73 Retired Chairman and Chief Executive Officer of the 1973
Company.
J. Hicks Lanier 60 Chairman of the Board of Oxford Industries, Inc., a 1976
manufacturer of apparel products; Director of
Genuine Parts Company.
Charles Flather 67 Managing partner of Middlegreen Associates, Boston, 1978
Massachusetts, an investment management company;
Director of Asia Strategic Growth Fund, Inc.
Linda K. Crawford 58 Private investor. 1980
Jesse C. Crawford 52 President of Crawford Communications, Inc., a 1986
full-service provider of teleproduction services
including audio/video production and post
production, multimedia title design, satellite
services, animation, and special effects.
Larry L. Prince 62 Chairman of the Board, Chief Executive Officer and 1987
Director of Genuine Parts Company, a service
organization engaged in automotive and industrial
parts and office products distribution; Director of
Equifax Inc., SunTrust Banks, Inc., John H. Harland
Co., and Southern Mills.
John A. Williams 58 Chairman of the Board, Chief Executive Officer, and 1996
Director of Post Properties, Inc., a real estate
management and development company.
E. Jenner Wood, III 49 President, SunTrust Banks, Georgia; Director of Oxford 1997
Industries, Inc., and Cotton States Life Insurance
Co.
Archie Meyers, Jr. 63 Chairman and Chief Executive Officer of the Company(1) 1998
Grover L. Davis 49 President and Chief Operating Officer of the 1999
Company(1)

Mr. Minix was Chairman and Chief Executive Officer of the Company for more
than five years before his retirement on January 1, 1996 and served as a
Director until the 1998 Annual Meeting when he did not stand for re-election. He
was elected as a Director by the Board of Directors on September 29, 1998 and
additionally appointed Chairman and Chief Executive Officer. He retired on July
27, 1999. Mr. Wood was appointed to his present position on October, 2000, and
for more than five years prior to that appointment served in executive
management positions with SunTrust Banks, most recently as Executive Vice
President -- trust, investment and private client services. Mr. Meyers was
elected a Director by the Board of Directors on September 29, 1998 and was
additionally appointed President and Chief Operating Officer of the Company at
that time. Upon Mr. Minix's retirement on July 27, 1999, he was appointed
Chairman and Chief Executive Officer. Mr. Meyers previously served as
President -- Claims Management Services for the Company from August, 1995 to
March 31, 1998; as a consultant and operations supervisor for the Company from
1994 to August 1995; and Manager of the Company's Washington, D.C. branch office
from 1977. Mr. Davis was appointed President and Chief Operating Officer of the
Company and elected a Director on July 27, 1999. For more than five years prior
to that appointment, Mr. Davis served in management positions with the Company,
most recently as Senior Vice President, Claims Management Services from November
1, 1998 until his appointment as President and Chief Operating Officer. The
principal occupation or employment of each of the other nominees during the past
five years has been as indicated in the above table.

Linda K. Crawford is the widow of Jesse C. Crawford's brother.

(1) Effective March 31, 2001, Mr. Davis will succeed Mr. Meyers as Chief
Executive Officer, with Mr. Meyers remaining as Chairman of the Board.

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SPECIAL COMMITTEES AND ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

The Board of Directors has three standing committees. The Executive
Committee consists of Jesse C. Crawford as Chairman, and Forrest L. Minix,
Archie Meyers, Jr., Larry L. Prince, and E. Jenner Wood, III as members. The
Audit Committee consists of Charles Flather as Chairman, and J. Hicks Lanier,
Larry L. Prince and John A. Williams as members. The Senior Compensation and
Stock Option Committee consists of J. Hicks Lanier as Chairman, with E. Jenner
Wood, III, Linda K. Crawford and Charles Flather as members. The Board of
Directors does not have a standing nominating committee.

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 six
meetings during 2000.

The Audit Committee makes recommendations concerning the engagement or
discharge of the Company's independent auditors, reviews with the independent
auditors the audit plan and results of the audit engagement, reviews the scope
and results of the Company's internal auditing procedures and the adequacy of
its accounting controls, approves professional services provided by the
independent auditors, reviews the independence of the independent auditors, and
considers the range of the independent auditor's audit and non-audit fees. The
Board of Directors, in its business judgment, has determined that all members of
the Audit Committee are independent. The Committee had adopted a written
charter, approved by the Board of Directors, a copy of which is attached as
Appendix A to this Proxy Statement. The Audit Committee held three meetings
during 2000.

The Senior Compensation and Stock Option Committee formulates and approves
salaries, grants of stock options and other compensation to the Chairman of the
Board and, upon recommendation by the Chairman of the Board, salaries, grants of
stock options and other compensation for all other Officers of the Company. The
Senior Compensation and Stock Option Committee held two meetings during 2000.

During 2000, the Board of Directors held five meetings. Each of the
Company's Directors attended at least seventy-five percent (75%) of the
aggregate number of meetings of the Board of Directors and committees thereof of
which such Director was a member.

COMPENSATION

Each Director of the Company received a quarterly fee of $5,000, and $1,000
for each Board of Directors and Committee meeting attended during 2000. In
addition, pursuant to the terms of the 1997 Non-Employee Director Stock Option
Plan, each non-employee Director elected at the 2000 Annual Meeting received an
option for 3,000 shares of the Company's Class A Common Stock at a price of
$11.00 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.

SHAREHOLDER VOTE

Each share of Class B Common Stock is entitled to cast an affirmative vote
for up to ten (10) Director nominees. Cumulative voting is not permitted. The
ten nominees for Director who receive the highest number of votes cast, in
person or by proxy, at the Annual Meeting will be elected Directors. Negative
votes or abstentions, including broker non-votes, will not be counted.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ITS NOMINEES FOR
DIRECTORS.

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7

EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table provides certain summary information for the fiscal
years ended December 31, 2000, 1999, and 1998, concerning compensation paid to
or accrued by the Company for those persons who were, at December 31, 2000, (i)
the Chief Executive Officer and (ii) the other four most highly compensated
Executive Officers of the Company (hereinafter collectively referred to as the
"Named Executive Officers"):

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION
---------------------
AWARDS
ANNUAL COMPENSATION ---------------------
------------------------------------------------ SECURITIES UNDERLYING
OTHER ANNUAL OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) SAR (#)(1) COMPENSATION ($)(2)
- --------------------------- ---- ---------- --------- ---------------- --------------------- -------------------

Archie Meyers, Jr........ 2000 $650,280 $77,686 $ 0 40,000 $78,339
Chairman and 1999 557,371 78,413 27,417 240,000 74,286
Chief Executive Officer 1998 189,750 50,000 14,941 310,000 74,090
G. L. Davis.............. 2000 374,000 43,855 0 25,000 875
President and 1999 247,667 30,873 0 105,000 1,018
Chief Operating Officer 1998 155,837 4,134 0 102,000 780
J. F. Giblin............. 2000 280,855 23,262 0 10,000 755
Executive Vice President 1999 246,300 25,298 0 60,000 890
Chief Financial Officer 1998 209,200 25,944 0 60,000 865
J. T. Bowman............. 2000 224,280 61,268 0 5,000 300
Senior Vice President 1999 209,844 19,678 0 53,000 614
Crawford & Company 1998 188,285 20,959 0 8,000 408
International, Inc.
J. F. Osten.............. 2000 256,851 21,555 0 10,000 912
Executive Vice President 1999 245,893 24,731 0 5,000 1,688
General Counsel and 1998 231,539 28,715 0 58,000 2,149
Secretary

- ---------------

(1) Represents shares of the Company's Class A Common Stock.
(2) Represents the following amounts for 2000: (i) Mr. Meyers: $77,367 in
retirement benefits and $972 premium payment on term life insurance; (ii)
Mr. Davis: $575 Company contribution to the Company's Savings and Investment
Plan and $300 premium payment on term life insurance; (iii) Mr. Giblin: $575
Company contribution to the Company's Savings and Investment Plan and $180
premium payment on term life insurance; (iv) Mr. Bowman and Mr. Osten:
premium payment on term life insurance.

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STOCK OPTION EXERCISES AND YEAR-END VALUES

The following table provides information concerning the exercise of stock
options during the last fiscal year and unexercised options held as of the end
of the fiscal year with respect to the Named Executive Officers:

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES

NUMBER OF
SECURITIES UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/
FY-END (#) SARS AT FY-END ($)
--------------------- ---------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE(1) UNEXERCISABLE(1)
---- ---------------- ------------ --------------------- ---------------------

Archie Meyers, Jr....... None $0 8,000 $ 0
572,000 0
G. L. Davis............. None 0 7,680 425
232,420 0
J. F. Giblin............ None 0 68,850 2,127
176,400 0
J. T. Bowman............ None 0 20,823 744
64,450 0
J. F. Osten............. None 0 49,550 1,684
124,200 0

- ---------------

(1) Represents the aggregate number of shares of Class A Common Stock covered by
unexercised options at fiscal year end, and the aggregate difference between
the exercise price and market value thereof at December 29, 2000 based on
the closing price for the Class A shares on the New York Stock Exchange on
that date, for those options that have an exercise price below the December
29, 2000 market value. The upper number relates to options exercisable at
fiscal year end and the lower number relates to options which were not
exercisable on that date.

STOCK OPTION GRANTS

The following table provides information concerning the grant of stock
options under the Company's 1997 Key Employee Stock Option Plan during the
fiscal year ended December 31, 2000:

OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
------------------------------------------ POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(2)
OPTIONS EMPLOYEES PRICE EXPIRATION ------------------------------------
NAME GRANTED (#)(1) IN FISCAL YEAR ($/SH) DATE 0% ($) 5% ($) 10% ($)
---- -------------- -------------- -------- ---------- ------ ------------ ------------

Archie Meyers, Jr............... 40,000 6.80% $11.25 2/1/10 $0 $ 283,003 $ 717,184
G. L. Davis...................... 25,000 4.25 11.25 2/1/10 0 176,877 448,240
J. F. Giblin..................... 10,000 1.70 11.25 2/1/10 0 70,751 179,296
J. T. Bowman..................... 5,000 0.85 11.25 2/1/10 0 35,375 89,648
J. F. Osten...................... 10,000 1.70 11.25 2/1/10 0 70,751 179,296
All shareholders(3).............. 333,000,000 843,000,000

- ---------------

(1) Options granted are with respect to the Company's Class A Common Stock and
become exercisable twenty percent (20%) each year commencing on the first
anniversary of the option grant date.
(2) The "Annual Rates of Stock Price Appreciation" set forth in the table are
mandated by the rules of the Securities and Exchange Commission. The Company
gives no assurance that these or any other rates of

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9

appreciation can or will be achieved over the option terms. However, any
rates of appreciation that are achieved will benefit all holders of the
Company's Common Stock.
(3) Represents the increase in the aggregate market value of the Company's
outstanding Class A and Class B Common Stock at December 29, 2000, assuming
a 5% and 10% annual rate of appreciation in the respective stock prices over
the ensuing ten (10) years.

PENSION PLANS

The following table indicates estimated annual retirement benefits on a
straight line annuity basis payable following retirement at age 65 to
participants at the specified compensation and period of service classifications
under the Company's defined benefit pension plans:

PENSION PLAN TABLE

YEARS OF SERVICE
--------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40 45
------------ -------- -------- -------- -------- -------- -------- --------

$125,000........................... $ 37,500 $ 50,000 $ 62,500 $ 75,000 $ 87,500 $100,000 $112,500
150,000........................... 45,000 60,000 75,000 90,000 105,000 120,000 135,000
175,000........................... 52,500 70,000 87,500 105,000 122,500 140,000 157,500
200,000........................... 60,000 80,000 100,000 120,000 140,000 160,000 180,000
225,000........................... 67,500 90,000 112,500 135,000 157,500 180,000 202,500
250,000........................... 75,000 100,000 125,000 150,000 175,000 200,000 225,000
300,000........................... 90,000 120,000 150,000 180,000 210,000 240,000 270,000
400,000........................... 120,000 160,000 200,000 240,000 280,000 320,000 360,000
500,000........................... 150,000 200,000 250,000 300,000 350,000 400,000 450,000
600,000........................... 180,000 240,000 300,000 360,000 420,000 480,000 540,000
700,000........................... 210,000 280,000 350,000 420,000 490,000 560,000 630,000
800,000........................... 240,000 320,000 400,000 480,000 560,000 640,000 720,000

The Company maintains a non-contributory Retirement Plan for the benefit of
substantially all of the domestic employees of the Company. The Retirement Plan
provides for annual retirement benefits at Normal Retirement Age (65) 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.
Additionally, the Company maintains an unfunded Supplemental Executive
Retirement Plan for certain Executive Officers to provide benefits that would
otherwise be payable under the Retirement Plan but for limitations placed on
covered compensation and benefits under the Internal Revenue Code. Credited
years of service under the Retirement Plan for Messrs. Meyers, Davis, Giblin and
Osten are 41, 24, 11, and 10, respectively. Mr. Bowman does not participate in
the Retirement Plan.

REPORT OF THE SENIOR COMPENSATION AND STOCK OPTION
COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION

The Company's executive compensation program is administered by the Senior
Compensation and Stock Option Committee (the "Committee") of the Board of
Directors, composed of the Directors whose names are listed below this report.
The fundamental philosophy of the Committee is to ensure that the compensation
programs of the Company will attract and retain key executives critical to its
long-term success through the establishment of a performance-oriented
environment that rewards the achievement of strategic management goals, with the
attendant enhancement of shareholder value.

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10

There are three elements in the Company's executive compensation program,
all related to individual and Company performance.

- Base Salary Compensation

- Annual Incentive Compensation

- Long-Term Incentive Compensation

BASE SALARY COMPENSATION

The Company has established a comprehensive Wage and Salary Administration
Policy applicable to the Company and its domestic subsidiaries. This Policy
includes a program for grading each position, including those of the domestic
Executive Officers of the Company, to insure internal equity. Additionally, the
Policy sets forth grade levels and salary ranges for those grade levels, and
provides for annual merit increases tied to individual job performance as
measured through annual performance reviews. Based on published national
surveys, the Company annually establishes merit increase budgets as a percent of
current salaries and any increases in salary ranges for the next fiscal year.
Generally, the Company is at the midpoint of projected merit salary increases
and salary range adjustments as reflected in the national surveys, with some
adjustment up or down depending on prior year pre-tax earnings and revenues of
the Company. Consistent with the overall merit increase percentage, the Company
establishes guidelines for individual salary adjustments based on the
individual's performance rating.

The Committee reevaluates and sets the salary of the Chief Executive
Officer on an annual basis. In establishing the base salary for the Chief
Executive Officer, the Committee looks primarily at the pre-tax earnings of the
Company in the preceding fiscal year as compared to the prior fiscal year. It
also takes into account unusual circumstances which may have impacted that
performance which were not within the control of the Company or its Executive
Officers, the increases in the base salaries of other employees of the Company,
and the Committee's assessment of the personal performance of the Chief
Executive Officer during the preceding year. In February of 2000, the Committee
increased Mr. Meyers' annual base salary from $600,000 to $620,000, effective
January 1, 2000.

ANNUAL INCENTIVE COMPENSATION

Under the Company's 1996 Incentive Compensation Plan, which covers all
domestic key employees of the Company (other than the Chief Executive Officer),
at the beginning of each fiscal year the Committee establishes pre-tax earnings
and revenues thresholds, as well as targeted pre-tax earnings. A bonus pool is
created for sales and marketing key employees based principally on increases in
revenues above the threshold amount, while the bonus pool for other participants
is based primarily on growth in pre-tax earnings from the threshold amount up to
the targeted pre-tax earnings. The bonus pool is allocated by the Chief
Executive Officer to the business units and staff departments based on his
assessment of performance of the business unit and staff participants, and to
each individual participant by the business unit or staff manager based on the
individual's personal performance. The Chief Executive Officer establishes the
bonuses for his direct reports, except for the President whose bonus is set by
the Committee based on the recommendation of the Chief Executive Officer.

The Committee sets the bonus for the Chief Executive Officer, based
primarily on pre-tax earnings and the bonuses paid under the 1996 Incentive
Compensation Plan, as a percentage of salary, to the other Executive Officers of
the Company. Historically, the Chief Executive Officer's bonus, as a percentage
of his base salary, has been higher than the average paid to the other Executive
Officers, expressed as a percentage of their base salaries. For 2000, the
Committee awarded a bonus of $77,686 to Mr. Meyers, representing 12.53% of his
base salary, approximately 150% of the bonus, as a percent of base salary, for
other management personnel.

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11

LONG-TERM INCENTIVE COMPENSATION

Under the Company's 1997 Key Employee Stock Option Plan, officers and other
key employees of the Company are granted options by the Committee to purchase
shares of the Company's Class A Common Stock. The exercise price for all options
granted is set at the market price of the Company's Class A Common Stock on the
date of the option grant and, to the extent permissible under the relevant
provisions of the Internal Revenue Code, the options granted under the Plan are
generally statutory "Incentive Stock Options". The Committee typically reviews
and acts upon the recommendations of the Chief Executive Officer for the grant
of options, on a discretionary basis, annually to the Company's other officers
and key employees. The number of shares of the Company's Class A Common Stock
covered by such options is generally based upon the grade level of the officer
or other key employee's position, with adjustments for extraordinary
performance, but without regard to the individual's stock ownership or the
number of options previously granted. As part of the annual grant, the Committee
granted an option to Mr. Meyers covering 40,000 shares of the Company's Class A
Common Stock.

J. HICKS LANIER
E. JENNER WOOD, III
LINDA K. CRAWFORD
CHARLES FLATHER

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12

STOCK OWNERSHIP INFORMATION

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information, as of March 2, 2001, as to
shares of Class A and Class B Common Stock beneficially owned by each current
Director or nominee for election as a Director, each of the Named Executive
Officers, and all current Directors and Executive Officers as a group. As of
March 2, 2001, 23,754,704 shares of Class A Common Stock and 24,697,172 shares
of Class B Common Stock were outstanding.

PERCENT OF
AMOUNT AND NATURE OF TOTAL SHARES
BENEFICIAL OWNERSHIP(1) OUTSTANDING(2)
------------------------ ------------------
NAME CLASS A CLASS B CLASS A CLASS B
---- ---------- ---------- ------- -------

Linda K. Crawford(3)(4)............................ 2,308,465 3,906,736 9.7% 15.8%
J. Hicks Lanier(3)(5).............................. 27,037 3,037 -- --
Charles Flather(3)................................. 29,062 5,062 -- --
Jesse C. Crawford(3)(6)............................ 4,657,538 2,223,530 19.6 9.0
Larry L. Prince(3)(5).............................. 25,125 1,125 -- --
John A. Williams(3)................................ 24,000 1,500 -- --
E. Jenner Wood, III(3)(5).......................... 24,750 -- -- --
Forrest L. Minix(7)................................ 130,119 123,072 -- --
Archie Meyers, Jr.(8).............................. 40,670 100 -- --
Grover L. Davis(9)................................. 17,668 -- -- --
John F. Giblin(10)................................. 81,150 3,000 -- --
Jeffrey T. Bowman(11).............................. 28,284 -- -- --
Judd F. Osten(12).................................. 64,050 -- -- --
All Directors and Executive Officers as a Group
(19 persons)(13)................................. 7,544,014 6,268,246 31.7 25.4
--------- --------- ---- ----

- ---------------

(1) Except as otherwise indicated in the following footnotes, the persons
possessed sole voting and investment 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.
(3) Includes 24,000 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 2, 2001.
(4) See Notes (2), (3), and (4) to table set forth under "Security Ownership of
Certain Beneficial Owners" below with respect to Class B Common Stock. The
shares of Class A Common Stock shown as beneficially owned by Linda K.
Crawford include 1,231,342 shares which are held in four trusts for the
benefit of two daughters of Linda K. Crawford. Under the terms of two of
these trusts, holding an aggregate of 244,665 shares of Class A Common
Stock, Linda K. Crawford and another individual share investment power.
Under the terms of the other two trusts, holding an aggregate of 986,677
shares of Class A Common Stock, Linda Crawford has sole voting authority
but has no investment authority. Linda K. Crawford disclaims any beneficial
interest in any of the shares of Class A Common Stock held in these trusts.
Included in the shares shown as beneficially owned by Linda K. Crawford are
975,921 shares of Class A Common Stock held in trust for her benefit. Under
the terms of this trust, Linda K. Crawford has sole voting and investment
power with respect to the shares held in the trust. In addition to the
above, Linda K. Crawford has sole voting and investment power with respect
to 77,202 shares of Class A Common Stock shown as beneficially owned by
her.
(5) Mr. Prince is a director of SunTrust Banks, Inc. Mr. Wood is President of
SunTrust Banks, Georgia. Messrs. Prince and Wood disclaim any beneficial
ownership in 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 "Security Ownership of
Certain Beneficial Owners."

(footnotes continued on page 10)

9
13

(6) See Note (7) to the table set forth under "Security Ownership of Certain
Beneficial Owners" below with respect to the Class B Common Stock. The
shares of Class A Common Stock shown as beneficially owned by Jesse C.
Crawford include 1,212,083 shares attributable to him as a general and
limited partner of Crawford Partners, L.P.
(7) Includes 3,000 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 2, 2001.
(8) Includes 24,000 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 2, 2001.
(9) Includes 16,400 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 2, 2001.
(10) Includes 76,350 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 2, 2001.
(11) Includes 25,373 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 2, 2001.
(12) Includes 57,750 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 2, 2001.
(13) Includes 244,665 shares of Class A Common Stock and 2,446,759 shares of
Class B Common Stock as to which voting or investment power is shared;
449,003 shares of Class A Common Stock subject to options exercisable
within sixty (60) days of March 2, 2001; and 1,231,342 shares of Class A
Common Stock and 2,446,759 shares of Class B Common Stock as to which
beneficial ownership is disclaimed.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information concerning each person
known to the Company to be the "beneficial owner", as such term is defined by
the rules of the Securities and Exchange Commission ("SEC"), of more than 5% of
the outstanding shares of Class B Common Stock of the Company as of March 2,
2001:

PERCENT OF
AMOUNT AND NATURE OF TOTAL SHARES
NAME AND ADDRESS BENEFICIAL OWNERSHIP OUTSTANDING
- ---------------- -------------------- ------------

SunTrust Bank.................................... 14,943,229(1) 60.5%
One Park Place, N.E.
Atlanta, Georgia 30303
Estate of Virginia C. Crawford................... 8,437,207 34.2%
c/o SunTrust Bank
55 Park Place
Atlanta, Georgia 30303
Linda K. Crawford................................ 3,906,736(2)(3)(4) 15.8%
1198 Longcourte Dr., N.W.
Atlanta, Georgia 30327
Wachovia Bank of Georgia......................... 3,874,534(2)(3)(4)(5) 15.7%
191 Peachtree St., N.E.
Atlanta, Georgia 30303
Frank L. Wilson, III............................. 3,729,437(6) 15.1%
2849 Paces Ferry Rd.
Atlanta, Georgia 30339
Crawford Partners, L.P........................... 2,414,636(1) 9.8%
55 Park Place
Atlanta, Georgia 30303

10
14

PERCENT OF
AMOUNT AND NATURE OF TOTAL SHARES
NAME AND ADDRESS BENEFICIAL OWNERSHIP OUTSTANDING
- ---------------- -------------------- ------------

Jesse C. Crawford................................ 2,223,530(7) 9.0%
Crawford Communications, Inc.
535 Plasamour Dr., N.E.
Atlanta, Georgia 30324

- ---------------

(1) The shares are held by one or more bank subsidiaries of SunTrust Bank in
various fiduciary and agency capacities. SunTrust Bank has sole voting
power with respect to 6,345,466 of such shares. SunTrust Bank has sole
investment power with respect to 6,452,566 of such shares and shares
investment power with respect to 8,490,663 of such shares. SunTrust Bank
disclaims any beneficial interest in any such shares. Included are all of
the shares shown as beneficially owned by Crawford Partners, L.P.
(2) The shares shown as beneficially owned by Linda K. Crawford and Wachovia
Bank of Georgia include 145,097 shares which are held in two trusts
established for the benefit of two children of Robert C. Crawford. Under
the terms of these trusts, Wachovia Bank of Georgia and another individual
share voting power with respect to the shares held by such trusts, and
Linda K. Crawford and another individual share investment power with
respect thereto. Linda K. Crawford disclaims any beneficial interest in any
of these shares held in trust.
(3) Included in the shares shown as beneficially owned by Linda K. Crawford and
Wachovia Bank of Georgia are 1,382,775 shares which are held in trust for
the benefit of Linda K. Crawford. Under the terms of this trust, Linda K.
Crawford has sole voting and investment power with respect to the shares
held in the trust. Wachovia Corporation and Wachovia Bank of Georgia
disclaim any beneficial interest in any of these shares. Linda K. Crawford
has sole voting and investment power with respect to 77,202 shares shown as
beneficially owned by her.
(4) The shares shown as beneficially owned by Linda K. Crawford and Wachovia
Bank of Georgia include 2,301,662 shares which are held in three trusts for
the benefit of two children of Linda K. Crawford, all of which shares are
held in trusts under which Wachovia Bank of Georgia and Frank L. Wilson,
III are co-trustees, under the terms of which trusts Linda K. Crawford has
sole voting power and Wachovia Bank of Georgia and Frank L. Wilson, III
share investment power. Linda K. Crawford disclaims any beneficial interest
in any of these shares held in Trust.
(5) All of the shares are held in trusts for the benefit of Linda K. Crawford
and her daughters. Wachovia Bank of Georgia has shared voting power with
respect to 145,097 of such shares. Wachovia Bank of Georgia disclaim any
beneficial interest in any of these shares.
(6) The shares shown as beneficially owned by Frank L. Wilson, III are all
shares held in trusts for the benefit of Linda K. Crawford or the daughters
of Linda K. Crawford, with respect to which Frank L. Wilson, III is a
trustee. Frank L. Wilson, III disclaims any beneficial interest in any of
the shares held in these trusts.
(7) The shares shown as beneficially owned by Jesse C. Crawford include 341,430
shares attributable to him as a general and limited partner of Crawford
Partners, L.P.

INFORMATION WITH RESPECT TO CERTAIN BUSINESS RELATIONSHIPS

SunTrust Bank holds 14,943,229 shares of Class B Common Stock of the
Company as of March 2, 2001. See "Stock Ownership Information -- Security
Ownership of Certain Beneficial Owners." SunTrust Bank exercises voting
authority with respect to shares of Class B Common Stock held in fiduciary
capacities. The Company also maintains a normal commercial banking relationship
with SunTrust Bank, which serves as trustee for the Crawford & Company
Retirement Plan and the Crawford & Company Employee Disability Income Plan.

11
15

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 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 Securities and Exchange
Commission and the New York Stock Exchange reports of ownership and changes in
ownership of common stock and other equity securities of the Company. Officers,
directors and greater than ten percent shareholders are required by the
Securities and Exchange Commission 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, 2000, all filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners were complied with, except that the Estate of Virginia C.
Crawford failed to file a Form 3.

FIVE YEAR COMPARATIVE STOCK PERFORMANCE GRAPH

The following line graph compares the cumulative return on the Company's
Class B Common Stock against the cumulative total return on (i) the Standard &
Poors Composite 500 Stock Index and (ii) the Standard & Poors
Insurance -- Property and Casualty Index for the five year period commencing
January 1, 1996 and ended December 31, 2000:

CRAWFORD & COMPANY S&P PROPERTY-CASUALTY
(CLASS B) S&P 500 INDEX INSURANCE INDEX
------------------ ------------- ---------------------

1995 100.00 100.00 100.00
1996 145.66 122.96 121.51
1997 200.18 163.98 176.76
1998 155.68 210.85 164.47
1999 143.56 255.21 122.60
2000 135.34 231.98 190.95

- ---------------

This total shareholders' return model assumes reinvested dividends.
Prepared by Standard & Poor's Compustat Services, a division of McGraw-Hill,
Inc.

APPOINTMENT OF INDEPENDENT AUDITORS

Arthur Andersen LLP has been selected by the Audit Committee to serve as
independent auditors for the Company for the year 2001. Although the selection
and appointment of independent auditors 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. A representative of
Arthur Andersen LLP will be present at the meeting and will be given an
opportunity to make a statement, if he desires, and to respond to questions.

12
16

In addition, a report of the Audit Committee in connection with the independence
of the auditors, as well as other matters, follows the Board's recommendation on
this matter below.

FEES PAID TO ARTHUR ANDERSEN LLP

In addition to performing the audit of the Company's consolidated financial
statements, Arthur Andersen LLP provides various other services to the Company
and its foreign and domestic subsidiaries. Arthur Andersen 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 year ended December 31, 2000:

Audit of the Company's annual financial statements for the
year ended December 31, 2000 and for reviews of the
financial statements included in the Company's quarterly
reports on Form 10-Qs for that fiscal year................ $563,000
All other services.......................................... $229,000

Arthur Andersen LLP advises it did not provide any services related to
financial information systems design and implementation during 2000.

SHAREHOLDER VOTE

The proposal to ratify the appointment of Arthur Andersen LLP to serve as
independent auditors for the year 2001 will be adopted if the number of votes
cast in favor of ratification exceeds the number of votes cast against
ratification. Votes cast against and abstentions on this matter will be counted
as votes against the matter. Broker non-votes will not change the number of
votes cast for or against the matter. If the shareholders do not ratify the
selection of Arthur Andersen LLP, the selection of the independent auditors for
2001 will be determined by the Audit Committee and the Board of Directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF
ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2001.

AUDIT COMMITTEE REPORT

In fulfilling its responsibilities to review the Company's financial
reporting process, the Audit Committee (the "Committee") has reviewed and
discussed with the Company's management and the independent auditors the audited
financial statements to be contained in the 2000 Annual Report on SEC Form 10-K.
Management is responsible for the financial statements and the reporting
process, including the system of internal controls. Independent auditors are
responsible for expressing an opinion on the conformity to those audited
financial statements with accounting principles generally accepted in the United
States.

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

13
17

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
on SEC Form 10-K for the year ended December 31, 2000 for filing with the
Securities and Exchange Commission.

CHARLES FLATHER
J. HICKS LANIER
LARRY L. PRINCE
JOHN A. WILLIAMS

FORM 10-K

The Crawford & Company Annual Report on Form 10-K for 2000, filed with the
Securities and Exchange Commission, is available free of charge upon written
request to the Secretary, Crawford & Company, P.O. Box 5047, Atlanta, Georgia
30302.

SHAREHOLDER PROPOSALS

Any shareholder proposal to be presented at the 2002 Annual Meeting of the
Shareholders must be received by the Company no later than November 27, 2001 for
inclusion in the proxy statement for that meeting in accordance with Rule 14a-8
under the Securities 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 2002 Annual Meeting
under proxies it solicits to vote on a proposal made by a shareholder that the
shareholder does not seek to include in the Company's proxy statement pursuant
to Rule 14a-8, unless the Company is notified about the proposal prior to
November 27, 2001 and the shareholder satisfies the other requirements of Rule
14a-4(c).

OTHER MATTERS

The minutes of the Annual Meeting of Shareholders held on April 25, 2000
will be presented at the 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 to be brought before the
meeting. If any other matters come before this meeting, however, the persons
named in the Proxy will vote such Proxy in accordance with their judgment on
such matters.

EXPENSES OF 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 employees of the
Company. The Company may 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.

March 23, 2001

14
18

APPENDIX A

CRAWFORD & COMPANY

AUDIT COMMITTEE CHARTER

The Audit Committee is appointed by the Board of Directors to assist the
Board in monitoring (1) the integrity of the financial statements of the
Company, (2) the compliance by the Company with legal and regulatory
requirements and, (3) the independence and performance of the Company's internal
and external auditors. The members of the Audit Committee shall meet the
independence and experience requirements of the New York Stock Exchange.

The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise the Committee. The Audit Committee may
request any officer or employee of the Company or the Company's independent
auditor to attend a meeting of the Committee or to meet with any members of, or
consultants to, the Committee.

The Audit Committee shall make regular reports to the Board.

The Audit Committee shall:

1. Review and reassess the adequacy of this Charter annually and
submit it to the Board for approval.

2. Review the annual audited financial statements with management,
including major issues regarding accounting and auditing principles and
practices as well as the adequacy of internal controls that could
significantly affect the Company's financial statements.

3. Review an analysis prepared by management and the independent
auditor of significant financial reporting issues and judgments made in
connection with the preparation of the Company's financial statements.

4. Meet periodically with management to review the Company's major
financial risk exposures and the steps management has taken to monitor and
control such exposures.

5. Review major changes to the Company's auditing and accounting
principles and practices as suggested by the independent auditor, internal
auditors or management.

6. Recommend to the Board the appointment of the independent auditor,
which firm is ultimately accountable to the Audit Committee and the Board.

7. Approve the fee to be paid to the independent auditor.

8. Receive periodic reports from the independent auditor regarding
the auditor's independence, discuss such reports with the auditor, and if
so determined by the Audit Committee, recommend that the Board take
appropriate action to insure the independence of the auditor.

9. Evaluate the performance of the independent auditor and, if so
determined by the Audit Committee, recommend that the Board replace the
independent auditor.

10. Review the appointment of the senior internal auditing executive.

11. Review the significant reports to management prepared by the
internal auditing department and management's responses.

12. Meet with the independent auditor prior to the audit to review the
planning and staffing of the audit.

13. Obtain from the independent auditor assurance that Section 10A of
the Securities Exchange Act of 1934, as amended, has not been implicated.

A-1
19

14. Obtain reports from management, the Company's senior internal
auditing executive and the independent auditor that the Company's
subsidiary/foreign affiliated entities are in conformity with applicable
legal requirements.

15. Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the conduct
of the audit.

16. Review with the independent auditor any problems or difficulties
the auditor may have encountered and any management letter provided by the
auditor and the Company's response to that letter. Such review should
include:

(a) Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
required information.

(b) Any changes required in the planned scope of the internal
audit.

17. Prepare the report required by the rules of the Securities and
Exchange Commission to be included in the Company's annual proxy statement.

18. Advise the Board with respect to the Company's policies and
procedures regarding compliance with applicable laws and regulations.

19. Review with the Company's General Counsel legal matters that may
have a material impact on the financial statements, the Company's
compliance policies and any material reports or inquiries received from
regulators or governmental agencies.

20. Meet at least annually with the chief financial officer, the
senior internal auditing executive and the independent auditor in separate
executive sessions.

While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws and regulations.

A-2
20

CRAWFORD & COMPANY
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 24, 2001. THIS PROXY IS
SOLICITED BY THE BOARD OF DIRECTORS.

The undersigned hereby appoints Archie Meyers, Jr., J.F. Giblin and J. F.
Osten, 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, 5620 Glenridge Drive, N.E., Atlanta,
Georgia on April 24, 2001 at 2:00 P.M., and at any adjournment 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 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:

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

[ ] FOR all nominees listed below (except as indicated to the [ ] WITHHOLD AUTHORITY to vote for all nominees
contrary) listed below

NOMINEES: Minix, Lanier, Flather, L. K. Crawford, J. C. Crawford, Prince,
Williams, Wood, Meyers, Davis.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write the name of nominee in the space provided below)

- --------------------------------------------------------------------------------

2. Proposal to approve the appointment of Arthur Andersen LLP as the independent
auditors of the Company for the 2001 fiscal year.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

THIS PROXY WILL BE VOTED AS DIRECTED ABOVE, OR IF NO DIRECTION IS INDICATED,
WILL BE VOTED "FOR" THE ABOVE PROPOSALS.

The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Annual Meeting of Shareholders and the Proxy Statement dated March 23, 2001.

Dated: -------------------, 2001

--------------------------------

--------------------------------
Signature of Shareholder

IMPORTANT: Please date this
Proxy and sign exactly as your
name or names appear hereon. If
shares are held jointly,
signatures should include both
names. Executors,
administrators, trustees,
guardians and others 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.