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-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:

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

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(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:

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

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(3) Filing Party:

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(4) Date Filed:

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(CRAWFORD(R) LOGO)

March 26, 2003

Dear Shareholder:

You are cordially invited to attend the Company's 2003 Annual Meeting of
Shareholders which will be held on Tuesday, April 29, 2003, 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 2002 activities and the outlook for 2003. 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/ Grover L. Davis
Grover L. Davis,
Chairman, President and
Chief Executive Officer

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 29, 2003
---------------------

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 29,
2003, at 2:00 p.m. local time, for the following purposes:

1. To elect eight (8) Directors to serve until the next Annual Meeting
of Shareholders or until their successors are elected and qualified;

2. To approve the appointment of Ernst & Young LLP as independent
auditors for the Company for the 2003 fiscal year; and

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

Information relating to the above matters is set forth in the accompanying
Proxy Statement dated March 26, 2003. Only shareholders of record of Class B
Common Stock of the Company as of the close of business on March 3, 2003 will be
entitled to vote at the meeting and any adjournment or postponement thereof.

By Order of The Board of Directors,

/s/ Peter J. Rescigno

Peter J. Rescigno,
Secretary

Atlanta, Georgia
March 26, 2003

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 29, 2003

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 29, 2003 at 2:00
p.m., local time, and any adjournment or postponement 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 or postponement 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 Ernst & Young LLP to serve as independent
auditors of the Company in 2003. 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 3, 2003 (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, 2002 is enclosed herewith. This Proxy
Statement and the accompanying Proxy are being first mailed to Class B Common
Stock shareholders on or about March 26, 2003.

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 eight and the shareholders
entitled to vote shall elect the Directors at each Annual Meeting. The Board of
Directors has nominated the eight 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 30, 2002. 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
---- --- -------------------- --------

J. Hicks Lanier 62 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 69 Managing partner of Middlegreen Associates, Boston, 1978
Massachusetts, an investment management company.
Linda K. Crawford 60 Private investor. 1980
Jesse C. Crawford 54 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 64 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 60 Chairman Emeritus and Director of Post Properties, 1996
Inc., a real estate management and development
company.
E. Jenner Wood, III 51 Chairman of the Board, President and Chief Executive 1997
Officer of SunTrust Banks, Central Group; Director
of Oxford Industries, Inc., Cotton States Life
Insurance Co. and Georgia Power Company.
Grover L. Davis 51 Chairman of the Board, President and Chief Executive 1999
Officer of the Company
</Table>

Mr. Wood was appointed to his present position in June, 2002, was appointed
Chairman of the Board, President and Chief Executive Officer of SunTrust Banks,
Georgia 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. 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 and on October 28, 2002 he
became Chairman of the Board. For more than five years prior to that
appointment, Mr. Davis served in management positions with the Company until his
appointment as President and Chief Operating Officer. For more than five years
prior to his appointment on February 20, 2003 as Chairman Emeritus, Mr. Williams
was Chairman of the Board of Post Properties, Inc. and Chief Executive Officer
until July 1, 2002. 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 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 and 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 2002.

The Audit Committee appoints or discharges 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 has 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 four meetings
during 2002.

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 2002.

During 2002, 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

During 2002 each director of the Company received a quarterly fee of
$5,000, and $1,000 for each Board of Directors and Committee meeting attended.
In addition, the Chairman of each Committee received a fee of $5,000 per
quarter. Pursuant to the terms of the 1997 Non-Employee Director Stock Option
Plan, each non-employee director elected at the 2002 Annual Meeting received an
option for 3,000 shares of the Company's Class A Common Stock at a price of
$10.90 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.

Mr. Meyers, who retired as Chairman of the Board on October 28, 2002, was,
in addition to the directors fees mentioned above, compensated with $104,166 in
salary and a $1,059 premium payment on term life insurance.

SHAREHOLDER VOTE

Each share of Class B Common Stock is entitled to cast an affirmative vote
for up to eight (8) Director nominees. Cumulative voting is not permitted. The
eight 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 Company encourages shareholders who hold shares through a brokerage
account to provide instruction to their brokerage firm by voting their proxy.
Providing voting instructions ensures that shares will be voted at the meeting.
If shares are held through a brokerage account, the brokerage firm under certain
circumstances, may vote the shares without instructions. On certain "routine"
matters, such as the election of directors, brokerage firms have authority under
New York Stock Exchange rules to vote their customers' shares if the customers
do not provide voting instructions. When a brokerage firm votes its customers'
shares on a routine matter without receiving voting instructions, these shares
are counted both for establishing a quorum to conduct business at the meeting
and in determining the number of shares voted for or against the routine matter.

On "non-routine" matters, if the brokerage firm has not received voting
instructions from the shareholder, the brokerage firm cannot vote the shares on
that proposal, which is considered a "broker non-vote." Broker non-votes will be
counted for purposes of establishing a quorum to conduct business at the meeting
but not for determining the number of shares voted for or against the
non-routine matter.

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, 2002, 2001, and 2000, concerning compensation paid to
or accrued by the Company for those persons who were, at December 31, 2002, (i)
the Chief Executive Officer and (ii) the other five most highly compensated
Executive Officers of the Company (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 ($) OPTIONS/SARS (#)(1) ($)(2)
- --------------------------- ---- ---------- --------- ---------------- ----------------------- ------------

G. L. Davis................. 2002 $504,334 $ 0 $ 0 40,000 $2,349
Chairman, President and 2001 476,952 0 0 202,000 2,210
Chief Executive Officer 2000 374,000 43,855 0 25,000 11,631
J. F. Giblin................ 2002 307,583 0 0 22,500 1,925
Executive Vice President 2001 307,871 0 0 70,000 2,030
Chief Financial Officer 2000 280,855 23,262 0 10,000 2,394
J. T. Bowman................ 2002 272,088 0 0 72,500 20,300
President 2001 262,527 0 0 13,000 19,720
Crawford & Company 2000 207,280 61,268 0 5,000 24,560
International, Inc.
J. F. Osten(3).............. 2002 280,757 0 0 22,500 2,805
Executive Vice President 2001 275,992 0 0 68,000 2,955
General Counsel and 2000 256,851 21,555 0 10,000 1,245
Secretary
Victoria Holland............ 2002 225,320 0 0 15,000 2,745
Executive Vice President 2001 221,983 0 0 12,000 2,945
Health Care Management 2000 211,763 21,641 0 10,000 1,820
S. V. Festa................. 2002 224,665 0 0 15,000 680
Executive Vice President 2001 222,897 0 0 12,000 1,130
Risk Management Services 2000 212,072 17,672 0 10,000 924
</Table>

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

(1) Represents shares of the Company's Class A Common Stock.
(2) Represents the following amounts for 2002: (i) Mr. Davis: $500 Company
contribution to the Company's Savings and Investment Plan, $516 premium
payment on term life insurance and $1,333 automobile allowance; (ii) Mr.
Giblin: $500 Company contribution to the Company's Savings and Investment
Plan, $300 premium payment on term life insurance and $1,125 automobile
allowance; (iii) Mr. Bowman: $20,000 Company contribution to a non-U.S.
retirement plan and $300 premium payment on term life insurance; and (iv)
Mr. Osten: $500 Company contribution to the Company's Savings and Investment
Plan, $972 premium payment on term life insurance and $1,333 automobile
allowance; (v) Ms. Holland: $500 Company contribution to the Company's
Savings and Investment Plan, $912 premium payment on term life insurance and
$1,333 automobile allowance; (vi) Mr. Festa: $500 Company contribution to
the Company's Savings and Investment Plan and $180 premium payment on term
life insurance.
(3) Mr. Osten left the employment of the Company on January 15, 2003.

LOANS TO EXECUTIVE OFFICERS

In May of 2000, the Company entered into a loan with Grover Davis, now
Chairman, President and Chief Executive Officer of the Company, in connection
with his relocation to Atlanta. During 2002, the largest

amount outstanding under this loan was $130,979.35. Mr. Davis repaid the loan in
full in October 2002 and, as of December 31, 2002, no amount was outstanding
under the loan.

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:

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

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

G. L. Davis................... None $0 23,100 $0
459,000 0
J. F. Giblin.................. None 0 85,750 0
250,500 0
J. T. Bowman.................. None 0 30,573 0
138,700 0
J. F. Osten................... None 0 64,000 0
196,500 0
Victoria Holland.............. None 0 26,750 0
133,000 0
S. V. Festa................... None 0 19,450 0
133,000 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, 2002 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, 2002 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, 2002:

OPTION GRANTS IN LAST FISCAL YEAR

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

G. L. Davis.......................... 40,000 4.36% $8.82 1/29/12 $221,874 $562,272
J. F. Giblin......................... 22,500 2.45 8.82 1/29/12 124,804 316,278
J. T. Bowman......................... 22,500 2.45 8.82 1/29/12 124,804 316,278
50,000 5.45 8.82 1/29/09 179,531 418,384
J. F. Osten.......................... 22,500 2.45 8.82 4/15/03 (3) (3)
Victoria Holland..................... 15,000 1.64 8.82 1/29/12 83,203 210,852
S. V. Festa.......................... 15,000 1.64 8.82 1/29/12 83,203 210,852
</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 option with 1/29/09
expiration date which becomes exercisable at the earlier of (A) when the
average of the Class A Common Stock price for ten consecutive trading days
reaches $12.35 per share, or (B) January 29, 2008.
(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) Mr. Osten left the Company on January 15, 2003 and his options now terminate
April 15, 2003 in accordance with the Company's stock option plans.

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 U.S. defined benefit pension plan:

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 U.S. 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. Effective December 31, 2002, accruals under the
Retirement Plan are frozen. In future years, the Company may make a
discretionary, non-elective contribution to the Defined Contribution Plan for
eligible employees based on years of service and compensation.

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, Giblin, Osten,
Festa and Ms. Holland are 26, 13, 12, 17, and 23 respectively. Mr. Bowman does
not participate in the Retirement Plan, in the United States. Effective December
31, 2002, accruals under the Supplemental Executive Retirement Plan are also
frozen.

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.

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 U.S. subsidiaries. This Policy includes
a program for grading each position, including those of the U.S. Executive
Officers of the Company, to ensure 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. The Committee also takes into account external 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 2002 fiscal year, the
Committee established the Chief Executive Officer's salary at $475,000 per
annum, the same as the previous year.

ANNUAL INCENTIVE COMPENSATION

Under the Company's 1996 Incentive Compensation Plan, which covers all U.S.
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
revenue 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 and salary grade. 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 2002 and the Committee did not award the Chief Executive Officer a
bonus for 2002.

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 2002, as part of the annual grant, the
Committee granted options to the Chief Executive Officer of 40,000 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 3, 2003, 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 3, 2003, 23,925,383 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)............................. 2,234,465 3,774,336 9.3% 15.3%
J. Hicks Lanier(3).................................. 33,037 3,037 -- --
Charles Flather(3).................................. 35,062 5,062 -- --
Jesse C. Crawford(3)(5)............................. 12,077,108 12,783,181 50.4 51.8
Larry L. Prince(3)(6)............................... 31,125 1,125 -- --
John A. Williams(3)................................. 30,000 1,500 -- --
E. Jenner Wood, III(3)(6)........................... 30,750 -- -- --
Grover L. Davis(7).................................. 53,169 100 -- --
John F. Giblin(8)................................... 106,517 3,000 -- --
Jeffrey T. Bowman(9)................................ 43,746 -- -- --
Judd F. Osten(10)................................... 75,950 -- -- --
Victoria Holland (11)............................... 34,050 -- -- --
Stephen V. Festa (12)............................... 27,645 -- -- --
All Directors and Executive Officers as a Group (15
persons)(13)...................................... 14,880,164 16,571,377 60.7 67.1
---------- ---------- ---- ----
</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 30,000 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 3, 2003.
(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 1,151,342 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 1,085,762
shares of Class A Common Stock, Linda K. 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) 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 53,641 shares held in trust for his son over which he has
voting and

(footnotes continued on page 10)

shares investment power, and 8,572,012 shares held by Crawford Partners LLP
over which he has voting and investment power.
(6) Mr. Prince is a director of SunTrust Banks, Inc. Mr. Wood is Chairman,
President and Chief Executive Officer of SunTrust Banks, Central Group.
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."
(7) Includes 37,900 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 3, 2003.
(8) Includes 98,000 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 3, 2003.
(9) Includes 37,123 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 3, 2003.
(10) Includes 71,450 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 3, 2003.
(11) Includes 34,050 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 3, 2003.
(12) Includes 27,500 shares of Class A Common Stock subject to options
exercisable within sixty (60) days of March 3, 2003.
(13) Includes 119,271 shares of Class A Common Stock and 8,553,340 shares of
Class B Common Stock as to which voting or investment power is shared;
579,823 shares of Class A Common Stock subject to options exercisable
within sixty (60) days of March 3, 2003; and 1,151,342 shares of Class A
Common Stock and 2,314,359 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 3,
2003:

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

SunTrust Bank.................................... 14,890,911(1) 60.3%
One Park Place, N.E.
Atlanta, Georgia 30303
Estate of Virginia C. Crawford................... 8,052,295(7) 32.6%
c/o SunTrust Bank
55 Park Place
Atlanta, Georgia 30303
Linda K. Crawford................................ 3,774,336(2)(3)(4) 15.3%
57 N. Green Bay Road
Lake Forest, Illinois 60045
Wachovia Bank NA................................. 3,742,134(2)(3)(4)(5) 15.2%
191 Peachtree St., N.E.
Atlanta, Georgia 30303
Frank L. Wilson, III............................. 3,675,239(6) 14.9%
2849 Paces Ferry Rd.
Atlanta, Georgia 30339
Crawford Partners, L.P........................... 2,414,636(1)(7) 9.8%
55 Park Place
Atlanta, Georgia 30303
</Table>

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

Jesse C. Crawford................................ 12,783,181(7) 51.8%
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 6,403,566 of such shares. SunTrust Bank has sole
investment power with respect to 6,402,666 of such shares and shares
investment power with respect to 8,488,245 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 NA 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 NA 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 NA 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 NA 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 NA include 2,247,464 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 the terms of which Wachovia Bank NA and Frank L. Wilson,
III are co-trustees, Linda K. Crawford has sole voting power and Wachovia
Bank NA 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 NA has shared voting power with respect to
66,895 of such shares. Wachovia Bank NA disclaims 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 49,238
shares held in trust for his son over which he has voting and shares
investment power; 2,414,636 shares held by Crawford Partners LLP over which
he has voting and investment power; 8,052,295 shares held in the Estate of
Virginia C. Crawford over which he has voting power and shares investment
power, and 384,912 shares in a trust over which he shares voting and
investment power.

INFORMATION WITH RESPECT TO CERTAIN BUSINESS RELATIONSHIPS

SunTrust Bank holds 14,890,911 shares of Class B Common Stock of the
Company as of March 3, 2003. 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.

EQUITY COMPENSATION PLANS

The following table sets forth certain information concerning securities
authorized for issuance under equity compensation plans as of December 31, 2002:

<Table>
<Caption>
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER EQUITY
BE ISSUED UPON EXERCISE EXERCISE PRICE OF COMPENSATION PLANS
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES REFLECTED
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS IN COLUMN (A))
- ------------- ----------------------- -------------------- -------------------------------
(A) (B) (C)

Equity compensation
plans approved by
securities
holders............. 5,495,074 12.03 1,674,200
Equity compensation
plans not approved
by security
holders............. N/A N/A N/A
</Table>

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 SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.

Based solely on a review of the copies of such reports furnished to the
Company or written representations that no other reports are required, the
Company believes that, during the year ending December 31, 2002, 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, 1998 and ended December 31, 2002:

(PERFORMANCE GRAPH)

<Table>
<Caption>
- -------------------------------------------------------------------------------------
1997 1998 1999 2000 2001 2002
- -------------------------------------------------------------------------------------

Crawford & Company
(Class B) 100.00 77.77 71.72 64.41 68.81 30.59
S&P 500 Index 100.00 128.58 155.63 141.46 124.65 97.10
S&P Property-Casualty
Insurance Index 100.00 93.37 69.57 108.42 99.72 88.73
</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

Ernst & Young LLP has been selected by the Audit Committee of the Board of
Directors to serve as independent auditors for the Company for the fiscal year
2003. 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 Ernst & Young LLP as the Company's
independent auditors and the ratification by the shareholders of that selection,
the Audit Committee has the power at any time to select another auditor for
2003, without further shareholder action. A representative of Ernst & Young LLP
will be present at the meeting and will be given an opportunity to make a
statement, if he or she 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 ERNST & YOUNG LLP

In addition to performing the audit of the Company's consolidated financial
statements, Ernst & Young LLP provides various other services to the Company and
its foreign and domestic subsidiaries. Ernst &

Young LLP has advised the Company that it has billed or will bill the Company
the below indicated amounts for the following categories of services for the
year ended December 31, 2002:

<Table>

Audit of the Company's annual financial statements for the
year ended December 31, 2002 and reviews of the financial
statements included in the Company's quarterly reports on
Forms 10-Q for that fiscal year........................... $632,400
All other services:
Audit related fees*....................................... $ 6,000
Tax compliance and consulting............................. 173,071
Total all other services.................................. $179,071
</Table>

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

* Audit related fees include accounting consultation and various attest services
under professional standards.

Ernst & Young LLP advises it did not provide any services related to
financial information systems design and implementation during 2002.

SHAREHOLDER VOTE

The proposal to ratify the appointment of Ernst & Young LLP to serve as
independent auditors for the year 2003 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. Because this is a routine 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 Ernst & Young LLP, the selection of
the independent auditors for 2003 will be determined by the Audit Committee of
the Board of Directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF
ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2003.

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 2002 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.

The Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Committee
meets with the internal and independent auditors, with and without management
present, to discuss the results of their examination, their evaluations of the
Company's internal control, and the overall quality of the Company's financial
reporting. The Committee held four meetings during fiscal year 2002.

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, 2002 for filing with the
Securities and Exchange Commission. The Audit Committee has selected Ernst &
Young LLP as the Company's independent auditors for 2003, with this selection to
be ratified by the shareholders.

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

FORM 10-K

The Crawford & Company Annual Report on Form 10-K for 2002, 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 2004 Annual Meeting of the
Shareholders must be received by the Company no later than November 21, 2003 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 2004 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 21, 2003 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 30, 2002
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 26, 2003

CRAWFORD & COMPANY
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 29, 2003. THIS PROXY IS
SOLICITED BY THE BOARD OF DIRECTORS.

The undersigned hereby appoints G.L. Davis, J.F. Giblin and P. J. Rescigno,
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 29, 2003 at 2:00 P.M., and at any adjournment or postponement
thereof, upon the matters described in the accompanying Notice of Annual Meeting
and Proxy Statement and upon any other business that may properly come before
the meeting or any adjournment or postponement thereof, hereby revoking any
proxy heretofore executed by the undersigned to vote at said meeting. Said
proxies are directed to vote on the matters described in the accompanying Proxy
Statement as follows, and otherwise in their discretion:

1. Proposal to elect the eight (8) 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: Lanier, Flather, L. K. Crawford, J. C. Crawford, Prince,
Williams, Wood, 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 Ernst & Young LLP as the independent
auditors of the Company for the 2003 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 26, 2003.

Dated: -------------------, 2003

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

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