EXHIBIT 10.4
CRAWFORD & COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AS AMENDED AND RESTATED AS OF JANUARY 1, 2003
Section 1. PURPOSE
Crawford & Company hereby amends and restates the Crawford & Company
Supplemental Executive Retirement Plan as originally effective as of January 1,
1986 and as thereafter amended. The primary purpose of this SERP is to provide a
supplemental retirement benefit to the Participants described in Exhibit A to
supplement certain benefits payable to each of them under the Savings Plan,
Deferred Compensation Plan or Retirement Plan to the extent payment of such
benefits is limited by the application of Code Sections 401(a)(17) and 415.
Section 2. DEFINITIONS
The capitalized terms used in this SERP shall have the same meanings assigned to
those terms in the Retirement Plan except that the following terms shall have
the following meanings:
2.1 SERP - means this Crawford & Company Supplemental
Executive Retirement Plan, as amended from time to time.
2.2 Retirement Plan - means the Crawford & company
Retirement Plan and Trust Agreement, as amended from time to time.
2.3 Deferred Compensation Plan - means the Crawford &
Company Deferred Compensation Plan, and any successor plan, as amended from time
to time.
2.4 Savings Plan - means the Crawford Savings and
Investment Plan, as amended from time to time.
Section 3. PARTICIPATION
The Senior Compensation and Stock Option Committee of the Board of Directors
shall have the power to designate an executive as a Participant in this SERP and
such designations shall be reflected on Exhibit A to this SERP.
Section 4. BENEFIT
4.1 SERP Benefit.
a. SERP Retirement Benefit. A benefit shall be payable
under this SERP to, or on behalf of, each Participant, which benefit shall equal
the excess, if any, of (1) over (2) where
(1) equals the aggregate of (i) the benefits
which would have been payable to him, or on his behalf, under the Retirement
Plan, plus (ii) Restoration Benefits under the Deferred Compensation Plan in the
form elected by him, or his Beneficiary, under the terms of the Retirement Plan
and Deferred Compensation Plan absent the limitations of Code Sections
401(a)(17) and 415, without regard to when such executive became a participant;
and
(2) equals the aggregate benefits actually
payable to him, or on his behalf, in such form under (i) the Retirement Plan,
and (ii) the Restoration Benefits provisions of the Deferred Compensation Plan.
b. SERP Service Credit Benefit. On and after January 1,
2003, the Company will make a SERP Service Credit on behalf of each Participant
for each Plan Year, which will be equal to the excess of (1) over (2) where
(1) equals the amount that would have been
allocated to the Participant's account as a "service contribution" under the
Savings Plan for such Plan Year if "compensation" under the Savings Plan had
been determined without regard to the Participant's deferrals under the Deferred
Compensation Plan for such Plan Year and without regard to the limitations of
Code Sections 401(a)(17) and 415 and
(2) equals the sum of the amount actually
allocated for such Plan Year (i) as a "service contribution" to the
Participant's account under the Savings Plan and (ii) as a "service credit" to
the Participant's account under the Deferred Compensation Plan.
Each Participant's SERP Service Credit shall be allocated to a bookkeeping
account maintained as a part of the Company's books and records to show as of
any date the interest of each Participant in this SERP Service Credit Benefit,
which is referred to as such Participant's SERP account. Deemed interest shall
be credited to each such SERP account at the same rate and in the same manner
that deemed interest is credited to accounts maintained under the Deferred
Compensation Plan. Crawford & Company shall furnish a statement to each
Participant annually, which shows the deemed SERP account balance at the end of
the Plan Year preceding the statement date and, at Crawford & Company's
discretion, such other account data as Crawford & Company deems appropriate.
4.2 Payment of SERP Retirement Benefit. The SERP
Retirement Benefit payable to, or on behalf of, a Participant under this Section
4 shall be paid as of the same date, in the same benefit payment form and to the
same person as his or her benefit under the Retirement Plan or Deferred
Compensation Plan, and no payment shall be made to, or on behalf of, a
Participant under this Section 4 unless a benefit is paid to him or her or on
his or her behalf under the Retirement Plan.
4.3 Payment of SERP Service Credit Benefit. The SERP
Service Credit benefit payable to, or on behalf of, a Participant under this
Section 4 shall be paid as of the later of the date the Participant terminates
his or her employment with Crawford & Company and its affiliates or the date the
Participant attains age 55. Each Participant may elect to have his SERP account
distributed in the same manner as a "retirement distribution" under Section 7.3
of the Deferred Compensation Plan.
4.4 Previously Retired Participants. Notwithstanding
Section 4.4, if an executive, at the time of his designation as a Participant,
is currently receiving benefits under the Retirement Plan, he shall not receive
any SERP Retirement Benefit until such time as such Participant's employment
terminates following his or her designation as a Participant ("Subsequent
Retirement"). Such Participant's SERP Retirement Benefit under Section 4.1(a)
shall, at the time of the Subsequent Retirement, be determined by including all
periods of employment up to the Subsequent Retirement, without regard to any
previous retirement, as if the Participant first started receiving benefits
under the Retirement Plan as of the time of his or her Subsequent Retirement.
Any Participant who retires and then returns to employment shall receive
additional SERP benefits in accordance with this Section 4 with respect to such
period of subsequent employment if designated a continuing Participant by the
Committee.
Section 5. SOURCE OF BENEFIT PAYMENTS
All benefits payable under the terms of this SERP shall be paid by Crawford &
Company from its general assets. No person shall have any right or interest or
claims whatsoever to the payment of a benefit under this SERP from any person
whomsoever other than Crawford & Company, and no Participant or beneficiary
shall have any right or interest whatsoever to the payment of a benefit under
this SERP which is superior in any manner to the right of any other general and
unsecured creditor of Crawford & Company.
Section 6. NOT A CONTRACT OF EMPLOYMENT
Participation in this SERP shall not grant to any Participant the right to
remain an employee for any specific term of employment or in any specific
capacity or at any specific rate of compensation.
Section 7. NO ALIENATION OR ASSIGNMENT
A Participant or a beneficiary under this SERP shall have no right or power to
alienate, commute, anticipate or otherwise assign at law or equity all or any
portion of any benefit otherwise payable under this SERP, and the Senior
Compensation and Stock Option Committee of the Board of Directors shall have the
right in light of any such action to suspend temporarily or terminate
permanently the payment of benefits to, or on behalf of, any Participant or
beneficiary who attempts to do so.
Section 8. ERISA
Crawford & Company intends that this SERP come within the various exceptions and
exemptions of ERISA and for an unfunded deferred compensation plan maintained
primarily for a select group of management or highly compensated employees
within the meaning of ERISA Section 201(2), Section 302(a)(3) and Section
401(a)(1) and any ambiguities in this SERP shall be construed to effect that
intent.
Section 9. ADMINISTRATION, AMENDMENT AND TERMINATION
Crawford & Company shall have all powers necessary to administer this SERP in
its absolute discretion and shall have the right, by action of the Senior
Compensation and Stock Option Committee of the Board of Directors, to amend this
SERP from time to time in any respect whatsoever and to terminate this SERP at
any time; provided, however, that any such amendment or termination shall not be
applied retroactively to deprive a Participant of benefits accrued under this
Plan to the date of such amendment or termination. This SERP shall be binding on
any successor in interest to Crawford & Company.
Section 10. CONSTRUCTION
This SERP shall be construed in accordance with the laws of the State of
Georgia, and the masculine shall include the feminine and the singular the
plural whenever appropriate.
Section 11. EXECUTION
Crawford & Company, as the SERP sponsor, has executed this SERP to evidence the
adoption of this amendment and restatement by the Senior Compensation and Stock
Option Committee of its Board of Directors this 28th day of January, 2003.
CRAWFORD & COMPANY
By: /s/ Grover L. Davis
Title: Chairman and CEO
EXHIBIT A
CRAWFORD & COMPANY SUPPLEMENTAL RETIREMENT PLAN
AS AMENDED AND RESTATED EFFECTIVE
AS OF JANUARY 1, 2003
Name of Participant
T. G. Germany
F. L. Minix
R. P. Albright
P. A. Bollinger
D. R. Chapman
J. F. Osten
D. A. Smith
J. F. Giblin
A. L. Meyers, Jr.
G. L. Davis
J. A. McGee
H. L. Rogers
S. V. Festa
Victoria Holland
Gregory P. Hodson