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EXHIBIT 10.1
CRAWFORD & COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AS AMENDED AND RESTATED AS OF APRIL 27, 1999
ss. 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 the benefits payable to each of them under the
Retirement Plan to the extent such Retirement Plan benefits are limited by the
application of Code ss.ss. 401(a)(17) and 415.
ss. 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.
ss. 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.
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ss. 4
BENEFIT
4.1 SERP 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 (a) over (b) where
(a) equals the aggregate of the benefits which would have been
payable to him, or on his behalf, under (A) the Retirement Plan, plus (B)
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 ss.ss.401(a)(17) and 415,
without regard to when such executive became a participant; and
(b) equals the aggregate benefits actually payable to him, or
on his behalf, in such form under (A) the Retirement Plan, and (B) the
Restoration Benefits provisions of the Deferred Compensation Plan.
4.2 Payment. The benefit payable to, or on behalf of, a
Participant under this ss.4 shall be paid as of the same date, in the same
benefit payment form and to the same person as his benefit under the Retirement
Plan or Deferred Compensation Plan and no payment shall be made to, or on behalf
of, a Participant under this ss.4 unless and until a benefit is paid to him, or
on his behalf, under the Retirement Plan.
4.3 Previously Retired Participants. Notwithstanding the
foregoing, 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
benefits under this SERP until such time as such Participant's employment
terminates following his or her designation as a Participant ("Subsequent
Retirement"). Such Participant's SERP benefits under ss.4.1 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 ss.4.1 with respect to such period of
subsequent employment if designated a continuing Participant by the Committee.
ss. 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.
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ss. 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.
ss. 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.
ss. 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 ss. 201(2), ss.
302(a)(3) and ss. 401(a)(1) and any ambiguities in this SERP shall be construed
to effect that intent.
ss. 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.
ss. 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.
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ss. 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 2nd day
of February, 1999.
CRAWFORD & COMPANY
By: /s/ F. L. Minix
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Title: Chairman & CEO
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EXHIBIT A
CRAWFORD & COMPANY SUPPLEMENTAL RETIREMENT PLAN
AS AMENDED AND RESTATED EFFECTIVE
AS OF APRIL 27, 1999
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.
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