EXHIBIT 10.4
CRAWFORD & COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AS AMENDED AND RESTATED JULY 22, 2003
EFFECTIVE AS OF JANUARY 1, 2003
AMENDED AND RESTATED AS OF FEBRUARY 3, 2004
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 Committee - means the Senior Compensation and Stock Option Committee of the
Board of Directors of Crawford & Company.
2.2 Deferred Compensation Plan - means the Crawford & Company Deferred
Compensation Plan, and any successor plan, as amended from time to time.
2.3 Retirement Plan - means the Crawford & Company Retirement Plan and Trust
Agreement, as amended from time to time.
2.4 Savings Plan - means the Crawford Saving and Investment Plan, as amended
from time to time.
2.5 SERP - means this Crawford & Company Supplemental Executive Retirement Plan,
as amended from time to time.
Section 3. PARTICIPATION
The Committee 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 Retirement Benefit.
(a) General. This Section 4.1 shall not apply to any executive designated as a
participant after December 31, 2002.
(b) Amount of 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 her, or on his or her behalf, under the Retirement Plan, plus (ii)
Restoration Benefits under the Deferred Compensation Plan in the form elected by
him or her, or his or her 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 her, or on his or
her behalf, in such form under (i) the Retirement Plan, and (ii) the Restoration
Benefits provisions of the Deferred Compensation Plan.
(c) Payment of SERP Retirement Benefit. The SERP Retirement Benefit payable to,
or on behalf of, a Participant under this Section 4.1 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 4.1 unless a
benefit is paid to him or her or on his or her behalf under the Retirement Plan.
(d) Previously Retired Participants. Notwithstanding Section 4.1(c), if an
executive, at the time of his or her 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(b) 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 4.1 with respect to such period of
subsequent employment if designated a continuing Participant by the Committee
before January 1, 2003.
4.2 SERP Service Credit Benefit.
(a) General. This Section 4.2 shall apply to any executive who is a Participant
on or after January 1, 2003.
(b) Amount of 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.
(c) Payment of SERP Service Credit Benefit. The SERP Service Credit benefit
payable to, or on behalf of, a Participant under this Section 4.2 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 or her SERP account distributed
in the same manner as a "retirement distribution" under Section 8.3 of the
Deferred Compensation Plan.
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 Committee
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 Committee, 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. CLAIMS PROCEDURES
10.1 Presentation of Claim. Any Participant or beneficiary (such Participant or
beneficiary being referred to below as a "Claimant") may deliver to the
Committee a written claim for a determination with respect to the amounts
distributable to such Claimant from the Plan. If such a claim relates to the
contents of a notice received by the Claimant, the claim must be made within 60
days after such notice was received by the Claimant. All other claims must be
made within 180 days of the date on which the event that caused the claim to
arise occurred. The claim must state with particularity the determination
desired by the Claimant.
10.2 Notification of Decision. The Committee shall consider a Claimant's claim
within a reasonable time, and shall notify the Claimant not later than 90 days
after receipt of the claim.
(a) that the Claimant's requested determination has been made, and that the
claim has been allowed in full; or
(b) that the Committee has reached a conclusion contrary, in whole or in part,
to the Claimant's requested determination, and such notice must set forth in a
manner calculated to be understood by the Claimant:
(1) the specific reason(s) for the denial of the claim, or any part of it;
(2) specific reference(s) to pertinent provisions of the Plan upon which such
denial was based;
(3) a description of any additional material or information necessary for the
Claimant to perfect the claim, and an explanation of why such material or
information is necessary;
(4) an explanation of the claim review procedure, and
(5) a statement of the Claimant's right to bring a civil action under Section
502(a) of the Employee Retirement Income Security Act of 1974, as amended,
following an adverse determination on review.
10.3 Review of a Denied Claim. Within 60 days after receiving a notice from the
Committee that a claim has been denied, in whole or in part, a Claimant (or the
Claimant's duly authorized representative) may file with the Committee a written
request for a review of the denial of the claim. Thereafter, the Claimant (or
the Claimant's duly authorized representative):
(a) may review all documents relevant to the claim for benefits under this Plan
and receive copies of such documents upon request and free of charge;
(b) may submit written comments or other documents; and/or
(c) may request a hearing, which the Committee, in its sole discretion, may
grant.
10.4 Decision on Review. The Committee shall render its decision on review
promptly, and not later than 60 days after the filing of a written request for
review of the denial, unless a hearing is held or other special circumstances
required additional time, in which case the decision must be rendered within 120
days after such date. If special circumstances, such as the need to hold a
hearing, require additional time, the Claimant will be provided with notice of
the need for additional time before the end of the initial 60-day period. The
decision must be written in a manner calculated to be understood by the
Claimant, and it must contain:
(a) specific reasons for the decision;
(b) specific reference(s) to the pertinent Plan provisions upon which the
decision was based;
(c) a statement of the Claimant's right to bring a civil action under Section
502(a) of the Employee Retirement Income Security Act of 1974, as amended;
(d) a statement of the Claimant's right to receive upon request and free of
charge, copies of all documents relevant to the claim for benefits under this
Plan; and
(e) such other matters as the Committee deems relevant.
10.5 Manner of Notification. The Committee may notify a Claimant of its decision
either in writing or, where electronic notification would be appropriate under
ERISA, electronically.
10.6 Legal Action. A Claimant's compliance with the foregoing provisions of this
Section 10 is a mandatory prerequisite to Participant's or beneficiary's right
to commence any legal action with respect to any claim for benefits under this
Plan.
Section 11. 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 12. 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 3rd day of February, 2004.
CRAWFORD & COMPANY
By: /s/ Grover L. Davis
Title: Chairman and CEO
EXHIBIT A
CRAWFORD & COMPANY SUPPLEMENTAL RETIREMENT PLAN
AS AMENDED AND RESTATED JULY 22, 2003 EFFECTIVE
AS OF JANUARY 1, 2003
AMENDED AND RESTATED AS OF FEBRUARY 3, 2004
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
Marshall G. Long
Annette L. Sanchez