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:

<Table>

[ ] 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
</Table>

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:

(CRAWFORD(R) LOGO)

March 22, 2002

Dear Shareholder:

You are cordially invited to attend the Company's 2002 Annual Meeting of
Shareholders which will be held on Tuesday, April 30, 2002, 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 2001 activities and the outlook for 2002. 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

/s/ Grover L. Davis
Grover L. Davis,
President and
Chief Executive Officer

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 30, 2002
---------------------

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 30,
2002, 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 2002 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 22, 2002. Only shareholders of record of Class B
Common Stock of the Company as of the close of business on March 1, 2002 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 22, 2002

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.

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

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

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 30, 2002

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 30, 2002 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 2002. 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 1, 2002 (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, 2001 is enclosed herewith. This Proxy
Statement and the accompanying Proxy are being first mailed to Class B Common
Stock shareholders on or about March 22, 2002.

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 24, 2001. 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.

NOMINEE INFORMATION

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

<Table>
<Caption>
PRINCIPAL OCCUPATION DIRECTOR
NAME AGE AND DIRECTORSHIPS SINCE
---- --- -------------------- --------

Forrest L. Minix 74 Retired Chairman and Chief Executive Officer of the 1973
Company.
J. Hicks Lanier 61 Chairman of the Board of Oxford Industries, Inc., a 1976
manufacturer of apparel products; Director of
Genuine Parts Company and West Point Stevens.
Charles Flather 68 Managing partner of Middlegreen Associates, Boston, 1978
Massachusetts, an investment management company;
Director of Asia Strategic Growth Fund, Inc.
Linda K. Crawford 59 Private investor. 1980
Jesse C. Crawford 53 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 63 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 59 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 50 Chairman of the Board, President and Chief Executive 1997
Officer of SunTrust Banks, Georgia; Director of
Oxford Industries, Inc., Cotton States Life
Insurance Co. and Georgia Power Company.
Archie Meyers, Jr. 64 Chairman of the Board of Directors of the Company 1998
Grover L. Davis 50 President and Chief Executive Officer of the Company 1999
</Table>

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 in March, 2001; was
appointed President in October, 2000; and for more than five years prior to that
appointment served in executive management positions with SunTrust Banks. 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. He relinquished the Chief
Executive Officer position to Mr. Davis on March 31, 2001 and 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. On March 31, 2001, he became
Chief Executive Officer. For more than five years prior to that appointment, Mr.
Davis served in management positions with the Company, and 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.

STANDING 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., Grover L. Davis, 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 four
meetings during 2001.

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 was attached as
Appendix A to the Proxy Statement for the April 24, 2001 Annual Meeting. The
Audit Committee held two meetings during 2001.

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 three meetings during 2001.

During 2001, the Board of Directors held four 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 2001. In
addition, pursuant to the terms of the 1997 Non-Employee Director Stock Option
Plan, each non-employee Director elected at the 2001 Annual Meeting received an
option for 3,000 shares of the Company's Class A Common Stock at a price of
$9.70 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.

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, 2001, 2000, and 1999, concerning compensation paid to
or accrued by the Company for (A) those persons who were, at December 31, 2001,
(i) the Chief Executive Officer and (ii) the other four most highly compensated
Executive Officers of the Company and (B) one other person who served as Chief
Executive Officer of the Company during 2001 (hereinafter collectively referred
to as the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

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

G. L. Davis................ 2001 $476,952 $ 0 $ 0 202,000 $ 818
President and 2000 374,000 43,855 0 25,000 875
Chief Executive Officer 1999 247,667 30,873 0 105,000 1,018
Archie Meyers, Jr.......... 2001 282,500 0 0 0 81,984
Chairman and former 2000 650,280 77,686 0 40,000 78,339
Chief Executive Officer 1999 557,371 78,413 27,417 240,000 74,286
J. F. Giblin............... 2001 307,871 0 0 70,000 680
Executive Vice President 2000 280,855 23,262 0 10,000 755
Chief Financial Officer 1999 246,300 25,298 0 60,000 890
J. A. McGee................ 2001 267,540 0 0 10,000 1,016
President 2000 209,734 17,514 0 10,000 1,001
U.S. Operations 1999 134,667 0 0 100,000 875
J. T. Bowman............... 2001 279,527 0 0 13,000 300
President 2000 222,000 61,268 0 5,000 300
Crawford & Company 1999 185,900 20,959 0 8,000 408
International, Inc.
J. F. Osten................ 2001 275,992 0 0 68,000 1,422
Executive Vice President 2000 256,851 21,555 0 10,000 912
General Counsel and 1999 245,893 24,731 0 5,000 1,688
Secretary
</Table>

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

(1) Represents shares of the Company's Class A Common Stock.
(2) Represents the following amounts for 2001: (i) Mr. Davis: $500 Company
contribution to the Company's Savings and Investment Plan and $318 premium
payment on term life insurance; (ii) Mr. Meyers: $81,012 in retirement
benefits and $972 premium payment on term life insurance; (iii) Mr. Giblin:
$500 Company contribution to the Company's Savings and Investment Plan and
$180 premium payment on term life insurance; (iv) Mr. McGee: $500 Company
contribution to the Company's Savings and Investment Plan and $516 premium
payment on term life insurance; (v) Mr. Bowman: premium payment on term life
insurance; and (vi) Mr. Osten: $500 Company contribution to the Company's
Savings and Investment Plan and $922 premium payment on term life insurance.

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

<Table>
<Caption>
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)
---- ---------------- ------------ --------------------- ---------------------

G. L. Davis............. None $0 16,400 $ 0
425,700 0
Archie Meyers, Jr....... None 0 40,000 0
540,000 0
J. F. Giblin............ None 0 74,850 0
238,900 0
J. A. McGee............. None 0 25,373 0
118,000 0
J. T. Bowman............ None 0 25,373 0
72,900 0
J. F. Osten............. None 0 47,900 0
190,100 0
</Table>

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

(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 31, 2001 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
31, 2001 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, 2001:

OPTION GRANTS IN LAST FISCAL YEAR

<Table>
<Caption>
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% ($) 10% ($)
---- -------------- -------------- -------- ---------- ------ ------------ ------------

G. L. Davis............ 2,000 0.18% $10.00 1/30/11 $0 $ 12,578 $ 31,875
200,000 17.93 10.00 1/30/08 0 814,200 1,897,434
J. F. Giblin........... 20,000 1.79 10.00 1/30/11 0 125,779 318,749
50,000 4.48 10.00 1/30/08 0 203,550 474,359
J. A. McGee............ 10,000 0.90 10.00 1/30/11 0 62,890 159,374
J. T. Bowman........... 13,000 1.17 10.00 1/30/11 0 81,756 207,187
J. F. Osten............ 18,000 1.61 10.00 1/30/11 0 113,201 286,874
50,000 4.48 10.00 1/30/08 0 203,550 474,359
All shareholders(3).... $313 Million $793 Million
</Table>

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

(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, except the options with 1/30/08
expiration dates which become exercisable at the earlier of (A) when the
average of the Class A Common Stock price for ten consecutive trading days
reaches $14.00 per share, or (B) January 30, 2007.
(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 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 31, 2001, 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

<Table>
<Caption>
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
</Table>

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. Davis, Meyers, Giblin,
McGee and Osten are 25, 42, 12, 24, and 11, respectively. Mr. Bowman does not
participate in the Retirement Plan.

REPORT OF THE SENOR 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.

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 initially establishes and reevaluates the salary of the Chief
Executive Officer on an annual basis. In re-evaluating 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. For the 2001 fiscal year, the
Committee increased the annual base salary of Mr. Meyers, then Chief Executive
Officer, by 5% to $651,000 per annum. Effective April 1, 2001, Mr. Davis became
Chief Executive Officer, and his base salary was set at $475,000 per annum. At
that time the base salary for Mr. Meyers, who continued as Chairman of the
Board, was reduced to $125,000 per annum.

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.

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. The Chief Executive
Officer elected not to distribute bonuses to any of the Company's Executive
Officers for 2001 and requested that the Committee not consider him for a bonus
for the year.

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. In 2001, as part of the annual grant, the
Committee granted an option to Mr. Davis covering 2,000 shares and in connection
with his becoming Chief Executive Officer, granted him an additional option on
200,000 shares of the Company's Class A Common Stock.

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

STOCK OWNERSHIP INFORMATION

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information, as of March 1, 2002, 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 1, 2002, 23,843,480 shares of Class A Common Stock and 24,697,172 shares
of Class B Common Stock were outstanding.

<Table>
<Caption>
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)............................ 2,311,465 3,906,736 9.7% 15.8%
J. Hicks Lanier(3)................................. 30,037 3,037 -- --
Charles Flather(3)................................. 32,062 5,062 -- --
Jesse C. Crawford(3)(6)............................ 4,660,538 2,223,530 19.6 9.0
Larry L. Prince(3)(5).............................. 28,125 1,125 -- --
John A. Williams(3)................................ 27,000 1,500 -- --
E. Jenner Wood, III(3)(5).......................... 27,750 -- -- --
Forrest L. Minix(7)................................ 133,119 123,072 -- --
Archie Meyers, Jr.(8).............................. 58,954 100 -- --
Grover L. Davis(9)................................. 26,623 -- -- --
John F. Giblin(10)................................. 90,955 3,000 -- --
James A. McGee(11)................................. 6,000 -- -- --
Jeffrey T. Bowman(12).............................. 34,295 -- -- --
Judd F. Osten(13).................................. 71,050 -- -- --
All Directors and Executive Officers as a Group
(19 persons)(14)................................. 7,665,950 6,268,246 31.7 25.4
--------- --------- ---- ----
</Table>

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

(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 27,000 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 1, 2002.
(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 three trusts for the
benefit of two daughters of Linda K. Crawford. Under the terms of one of
these trusts, holding an aggregate of 65,580 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 1,165,762
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 Chairman,
President and Chief Executive Officer 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

(footnotes continued on page 10)

the table. See "Information With Respect to Certain Business Relationships"
and "Security Ownership of Certain Beneficial Owners."
(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 6,000 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 1, 2002.
(8) Includes 40,000 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 1, 2002.
(9) Includes 24,100 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 1, 2002.
(10) Includes 84,850 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 1, 2002.
(11) Includes 6,000 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 1, 2002.
(12) Includes 31,123 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 1, 2002.
(13) Includes 71,050 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 1, 2002.
(14) 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;
565,153 shares of Class A Common Stock subject to options exercisable
within sixty (60) days of March 1, 2002; 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 1,
2002:

<Table>
<Caption>
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................... 8,052,295 32.6%
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
</Table>

<Table>
<Caption>
PERCENT OF
AMOUNT AND NATURE OF TOTAL SHARES
NAME AND ADDRESS BENEFICIAL OWNERSHIP OUTSTANDING
- ---------------- -------------------- ------------

Crawford Partners, L.P........................... 2,414,636(1) 9.8%
55 Park Place
Atlanta, Georgia 30303
Jesse C. Crawford................................ 2,223,530(7) 9.0%
Crawford Communications, Inc.
3845 Pleasantdale Rd.
Atlanta, Georgia 30340
</Table>

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

(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 6,453,466 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 66,895 shares which are held in a trust established
for the benefit of one of the children of Robert C. Crawford. Under the
terms of this trust, Wachovia Bank of Georgia and another individual share
voting power with respect to the shares held by such trust, 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 2,379,864 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 1, 2002. 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.

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, 2001, all of its
officers, directors and greater than ten percent beneficial owners complied with
applicable filing requirements.

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, 1997 and ended December 31, 2001:

(PERFORMANCE GRAPH)

<Table>
<Caption>
- -------------------------------------------------------------------------------------
1996 1997 1998 1999 2000 2001
- -------------------------------------------------------------------------------------

Crawford & Company
(Class B) 100.00 137.43 106.88 98.56 88.51 94.57
S&P 500 Index 100.00 133.36 171.48 207.56 188.66 166.24
S&P Property-Casualty
Insurance Index 100.00 145.47 135.35 100.90 157.14 144.50
</Table>

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

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 and Board of
Directors to serve as independent auditors for the Company for the year 2002.
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. Despite the selection of Arthur Andersen LLP as the Company's
independent auditors and the ratification by the shareholders of that selection,
the Board of Directors has the power at any time to select another auditor for
2002, without further shareholder action. 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. 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, 2001:

<Table>

Audit of the Company's annual financial statements for the
year ended December 31, 2001 and for reviews of the
financial statements included in the Company's quarterly
reports on Form 10-Qs for that fiscal year................ $402,298
All other services:
Audit related fees*.................................... $273,730
Other fees............................................. 250,302
Total all other services............................... $524,032
</Table>

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

* Audit related fees include statutory audits of subsidiaries, benefit plan
audits, acquisition due diligence, accounting consultation, and various attest
services under professional standards.

Arthur Andersen LLP advises it did not provide any services related to
financial information systems design and implementation during 2001.

SHAREHOLDER VOTE

The proposal to ratify the appointment of Arthur Andersen LLP to serve as
independent auditors for the year 2002 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
2002 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 2002.

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 2001 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.

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, 2001 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 2001, 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 2003 Annual Meeting of the
Shareholders must be received by the Company no later than November 27, 2002 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 2003 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, 2002 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 24, 2001
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 22, 2002

CRAWFORD & COMPANY
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 30, 2002. THIS PROXY IS
SOLICITED BY THE BOARD OF DIRECTORS.

The undersigned hereby appoints G.L. Davis, 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 30, 2002 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).

<Table>

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

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 2002 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 22, 2002.

Dated: -------------------, 2002

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

--------------------------------
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.