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<SEC-DOCUMENT>0000950144-05-006234.txt : 20050611
<SEC-HEADER>0000950144-05-006234.hdr.sgml : 20050611
<ACCEPTANCE-DATETIME>20050606160456
ACCESSION NUMBER:		0000950144-05-006234
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		12
FILED AS OF DATE:		20050606
DATE AS OF CHANGE:		20050606
EFFECTIVENESS DATE:		20050606

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CRAWFORD & CO
		CENTRAL INDEX KEY:			0000025475
		STANDARD INDUSTRIAL CLASSIFICATION:	INSURANCE AGENTS BROKERS & SERVICES [6411]
		IRS NUMBER:				580506554
		STATE OF INCORPORATION:			GA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-125557
		FILM NUMBER:		05880623

	BUSINESS ADDRESS:	
		STREET 1:		5620 GLENRIDGE DR NE
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30342
		BUSINESS PHONE:		4042560830

	MAIL ADDRESS:	
		STREET 1:		5620 GLENRIDE DR
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30342
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>g95682sv8.txt
<DESCRIPTION>CRAWFORD & COMPANY
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               CRAWFORD & COMPANY
           -----------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

              Georgia                                       58-0506554
  --------------------------------                     -------------------
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                       Identification No.)

    5620 Glenridge Drive, N.E., Atlanta, Georgia              30342
  -----------------------------------------------           ----------
    (Address of Principal Executive Offices)                (Zip Code)

                  CRAWFORD & COMPANY EXECUTIVE STOCK BONUS PLAN
                  ---------------------------------------------
                            (Full Title of the Plan)

                             Mr. R. Eric Powers, III
                            5620 Glenridge Dr., N.E.
                             Atlanta, Georgia 30342
                     (Name and Address of Agent For Service)

                                 (404) 256-0830
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of each class of                 Proposed maximum  Proposed maximum     Amount of
   securities to be      Amount to be   offering price      aggregate       registration
      registered        registered (1)  per share (2)    offering price (2)    fee (2)
- ----------------------  -------------  ----------------  -----------------  ------------
<S>                     <C>            <C>               <C>                <C>
 Class A Common
Stock, par value
 $1.00 per share            4,000,000        $7.27        $29,080,000.00      $3,422.72
</TABLE>

(1)   Pursuant to Rule 416(a) under the Securities Act of 1933, this
      Registration Statement also covers such indeterminate number of additional
      securities as may become issuable under the plan as the result of any
      future stock splits, stock dividends or similar adjustment of the
      Registrant's common stock.

(2)   Estimated solely for the purpose of computing the registration fee
      pursuant to Rule 457(h)(1) on the basis of the average of the high and low
      prices for Registrant's Class A Common Stock reported in the consolidated
      reporting system on June 1, 2005.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I will be sent or
given to participants in the Crawford & Company Executive Stock Bonus Plan (the
"Plan") of Crawford & Company (the "Company" or "Registrant"), as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
In accordance with the instructions of Part I of Form S-8, such documents will
not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents and the
documents incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus as required by
Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents filed with the Securities and Exchange Commission are
hereby incorporated by reference into this Registration Statement:

(a)   The Annual Report of the Registrant on Form 10-K for the fiscal year ended
December 31, 2004.

(b)   All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 2004.

(c)   The Description of the Registrant's Securities to be Registered section
from the Company's Registration Statement on Form 8-A, as filed with the
Securities and Exchange Commission on July 16, 1990, pursuant to Section 12(b)
of the Exchange Act.

      All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

                                       2
<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The following is a summary of each statute, bylaw provision and insurance policy
under which a director, officer, employee or agent of the Registrant may be
entitled to indemnification against liabilities in his capacity as such.

Georgia Corporation Law

Sections 14-2-850 through 14-2-859 of the Georgia Business Corporation Code (the
"Georgia Code") generally provide that a corporation may indemnify any director,
officer, employee or agent against expenses actually and reasonably incurred by
him in connection with any action to which he is made a party by reason of his
being or having been a director, officer, employee or agent of the corporation
if such person acted in a manner he believed in good faith to be in or not
opposed to the best interests of the corporation and in the case of a criminal
action had no reasonable cause to believe his conduct was unlawful. However, if
the action is brought by or in the right of the corporation, the Georgia Code
provides that indemnification of directors shall be limited to the reasonable
expenses incurred by such person in connection with the proceeding. No
indemnification shall be provided any director as to any claim, issue, or matter
brought by or in the right of the corporation as to which such person shall have
been adjudged to have been liable to the corporation, or in any other proceeding
in which such person shall have been adjudged to be liable on the basis that
personal benefit was improperly received by him, unless and to the extent that
the court in which the suit was brought or other court of competent jurisdiction
shall have determined upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper. The Georgia Code also provides that to the extent that a
director or officer of a corporation has been wholly successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to above, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith. In addition, Section 14-2-202 of the Georgia Code permits
a corporation to include in its articles of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its shareholders for monetary damages, for breach of duty of care or other
duty as a director, except (i) for any appropriation, in violation of his
duties, of any business opportunity of the corporation, (ii) for acts or
omissions which involve intentional misconduct or a knowing violation of law,
(iii) for liability under Section 14-2-832 of the Georgia Code (involving
certain distributions), or (iv) for any transaction from which the director
received an improper benefit.

Charter Provisions

Article IV of the Registrant's Restated Articles of Incorporation limits the
personal liability of a director of the Registrant or its shareholders as
provided in Section 14-2-202 of the Georgia Code.

                                       3
<PAGE>

Restated By-laws Provisions

Article VI, Section 1, of the Registrant's Restated By-laws provides that the
Registrant shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action (other than an
action by or in the right of the Registrant) by reason of the fact that he is or
was a director, officer, employee or agent of the Registrant or serving in any
of such capacities at the Registrant's request in another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including court costs and attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Registrant, and with respect to
any criminal action, if he had no reasonable cause to believe his conduct was
unlawful.

Article VI, Section 2 of the Registrant's Restated By-laws provides that the
Registrant shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action by or in the
right of the Registrant to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the Registrant or
was serving in any of such capacities at the request of the Registrant with any
other corporation, partnership, joint venture, trust or other enterprise against
expenses (including court costs and attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Registrant, except that in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Registrant,
indemnification will be permitted only to the extent that the court in which the
action was brought finds that despite the adjudication of liability but in view
of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.

Article VI, Section 3 of the Registrant's Restated By-laws provides that to the
extent that a director, officer, employee or agent of the Registrant shall be
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of Article VI of the Registrant's
Restated By-laws or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including court costs and attorneys' fees)
actually and reasonably incurred by him in connection therewith.

Article VI, Section 4 of the Registrant's Restated By-laws provides that any
indemnification under Sections 1 and 2 of Article VI (unless ordered by a court)
shall be made by the Registrant only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he had met the applicable standard of
conduct set forth in Sections 1 and 2 of Article VI. Such determination shall be
made (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable but a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the shareholders.

Article VI, Section 5, of the Registrant's Restated By-laws provides that
expenses incurred in defending a civil or criminal action, suit or proceeding
may be paid by the Registrant in

                                       4
<PAGE>

advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the manner provided in Section 4 of
Article VI upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Registrant as authorized
in Article VI, and, if such person is a director, upon receipt of a written
affirmation of such director's good faith belief that he has met the standards
of conduct required by the Georgia Code.

Article VI, Section 6, of the Registrant's Restated By-laws provides that
Article VI shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any agreement, vote of shareholders, or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such person.

Article VI, Section 7, of the Registrant's Restated By-laws provides that the
Board of Directors may authorize, by a vote of the majority of the full board,
the Registrant to purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Registrant or was serving
in any of such capacities at the request of the Registrant with any other
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Registrant would have the
power to indemnify him against such liability under the provisions of Article
VI.

Insurance

The Registrant maintains Directors' and Officers' Liability Insurance policies
which provide for payment by the insurers for losses arising from any claim or
claims against an officer or director of the Registrant by reason of any actual
or alleged breach of duty, neglect, error, misstatement, misleading statement,
omission or other act done or wrongfully attempted by them in such capacities,
in connection with any matter claimed against them solely by reason of their
serving in any of such capacities, but only when the Registrant is required or
permitted by law to pay amounts as indemnity to the directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Regulation S-K Reference No.

4.1   Restated Articles of Incorporation of Crawford & Company filed April 23,
      1991.

4.2   Restated By-laws of Crawford & Company, as amended (incorporated by
      reference to Exhibit 3.1 to Registrant's quarterly report on Form 10-Q for
      the year ended March 31, 2004).

                                       5
<PAGE>

4.3   Crawford & Company Executive Stock Bonus Plan (incorporated by reference
      to Appendix A on page A-1 of Registrant's Proxy Statement for the Annual
      Meeting of Shareholders held on April 26, 2005).

5.1   Opinion of Registrant's counsel regarding legality of shares.

23.1  Consent of Ernst & Young, LLP.

23.2  Consent of Registrant's counsel (contained in opinion filed as Exhibit
      5.1).

24.1-8 Powers of Attorney.

ITEM 9. UNDERTAKINGS.

(a)   The undersigned Registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i)   To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;

(ii)  To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.

(2)   That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3)   To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(b)   The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report

                                       6
<PAGE>

pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c)   Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 3rd day of June
2005.

                                                 CRAWFORD & COMPANY

Date: June 3, 2005                            By /s/ Thomas W. Crawford
                                                 -----------------------------
                                                 THOMAS W. CRAWFORD, President
                                                 and Chief Executive Officer

                                       7
<PAGE>

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

                                       NAME AND TITLE

Date: June 3, 2005                     /s/ Thomas W. Crawford
                                       ----------------------------------
                                       THOMAS W. CRAWFORD, President and
                                       Chief Executive Officer (Principal
                                       Executive Officer) and Director

Date: June 3, 2005                     /s/ J. F. Giblin
                                       ---------------------------------------
                                       J. F. GIBLIN, Executive Vice President-
                                       Finance (Principal Financial Officer)

Date: June 6, 2005                     /s/ W. B. Swain
                                       ----------------------------------
                                       W. B. SWAIN, Senior Vice President
                                       and Controller (Principal
                                       Accounting Officer)

Date: June 3, 2005                     *
                                       -------------------------
                                       J. HICKS LANIER, Director

Date: June 3, 2005                     *
                                       ---------------------------
                                       JESSE C. CRAWFORD, Director

Date: June 3, 2005                     *
                                       -------------------------
                                       LARRY L. PRINCE, Director

                                       8
<PAGE>

                                         NAME AND TITLE

Date: June 3, 2005                       *
                                         ---------------------------------
                                         JOHN A. WILLIAMS, Director

Date: June 3, 2005                       *
                                         ---------------------------------
                                         E. JENNER WOOD, III, Director

Date: June 3, 2005                       *
                                         ---------------------------------
                                         CLARENCE H. RIDLEY, Director

Date: June 3, 2005                       *
                                         ---------------------------------
                                         ROBERT T. JOHNSON, Director

Date: June 3, 2005                       *
                                         ---------------------------------
                                         JAMES D. EDWARDS, Director

Date: June 3, 2005                   *By    /s/ Peter J. Rescigno
                                         ---------------------------------
                                         Peter J. Rescigno - As attorney-in-fact
                                         for the Directors above whose name an
                                         asterisk appears.

                                       9
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                       Sequential
                                                                       Page Number
Exhibit No.                  Description of Exhibit                    of Exhibit
- -----------    ----------------------------------------------------    -----------
<S>            <C>                                                     <C>
  4.1          Restated Articles of Incorporation of Crawford &
               Company filed April 23, 1991.                              11-14

  4.2          Restated By-laws of Crawford & Company, as amended
               (incorporated by reference to Exhibit 3.1 to
               Registrant's quarterly report on Form 10-Q for the
               quarter ended March 31, 2004).

  4.3          Crawford & Company Executive Stock Bonus Plan
               (incorporated by reference to Appendix A on Page A-1
               of Registrant's Proxy Statement for the Annual
               Meeting of Shareholders held April 26, 2005)

  5.1          Opinion of Registrant's counsel regarding legality
               of shares.                                                  15

  23.1         Consent of Ernst & Young, LLP.                              16

  23.2         Consent of Registrant's counsel (contained in
               opinion filed as Exhibit 5.1).

  24.1-8       Powers of Attorney.                                        17-24
</TABLE>

                                       10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>g95682exv4w1.txt
<DESCRIPTION>EX-4.1 RESTATED ARTICLES OF INCORPORATION
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.1

                             ARTICLES OF RESTATEMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                               CRAWFORD & COMPANY

                                       1.

      The name of the Corporation is CRAWFORD & COMPANY, charter number 8419292,
incorporated on May 21, 1943 (the "Corporation").

                                       2.

      The Articles of Incorporation of the Corporation are amended and restated
in their entirety to state as follows:

                                    ARTICLE I

      The name of the Corporation is: CRAWFORD & COMPANY

                                   ARTICLE II

      The principal office of the Corporation shall be in Fulton County,
Georgia, but it shall have the privilege of establishing branch offices and
places of business elsewhere either within or without the State.

                                   ARTICLE III

(a)   (i) Authorized Capital. The total number of shares of all classes of stock
which the Corporation shall have the authority to issue is Fifty Million
(50,000,000) shares of Class A Common Stock, par value $1.00 per shares (the
"Class A Common Stock"), and Fifty Million (50,000,000) shares of Class B Common
Stock, par value $1.00 per share (the "Class B Common Stock"). (The Class A
Common Stock and the Class B Common Stock are sometimes referred to together as
the "Common Stock".)

                                        1
<PAGE>

      (ii) Terms of Common Stock. The Class A Common Stock and the Class B
Common Stock shall be identical in all respects and shall have equal rights and
privileges except as set forth in this Section 3(a)(ii). The relative rights,
preferences, privileges and restrictions on each class of Common Stock are as
follows:

      (A)   Voting. Except as otherwise required by Georgia Law or these
            Restated Articles of Incorporation, as amended from time to time,
            the voting power attributable to holder of Class A Common Stock and
            Class B Common Stock shall be as follows:

            (1)   No holder of Class A Common Stock shall have the right to vote
                  any share of Class A Common Stock.

            (2)   Each record holder of Class B Common Stock shall be entitled
                  to one vote for each share of Class B Common Stock registered
                  in his name on the books of the Corporation and otherwise
                  entitled to vote, and the exclusive voting power of the
                  shareholders of the Corporation shall be fixed in the holders
                  of the Class B Common Stock.

      (B)   Dividends. The record holders of the Common Stock shall be entitled
            to receive such dividends and other distributions in cash, stock or
            property of the Corporation as may be declared thereon by the Board
            of Directors out of funds legally available therefore. If a regular
            or special dividend is paid on either class of Common Stock, a
            dividend of like kind must de declared and paid contemporaneously
            with respect to the other class of Common Stock. With respect to
            payment of cash dividends, the dividend paid per share of Class A
            Common Stock must be equal or greater in amount than the dividend
            paid per share of Class B Common Stock. With respect to
            distributions other than cash, including stock dividends and stock
            splits, the payment per share of Class A Common Stock must be
            identical to the payment per share of Class B Common Stock, except
            that, if holders of Class B Common Stock receive shares of Class B
            Common Stock in connection with a stock split or stock dividend,
            holders of Class A Common Stock, will receive shares of Class A
            Common Stock in the same per share proportion as holder of Class B
            Common Stock receive shares of Class B Common Stock.

      (C)   Mergers, Etc. (1) Any plan of merger, share exchange,
            reclassification or recapitalization in which shares of the Common
            Stock of the Corporation, in whole or in part, are converted into or
            exchanged for shares, obligations or other securities of the
            Corporation or any other corporation, or into cash or other
            property, shall be approved by an affirmative vote of the record
            holders of seventy-five percent of the outstanding shares of Class A
            Common Stock, voting as a separate voting group, unless the
            consideration to be received in the transaction with respect to each
            share of Class A Common Stock is the same amount and type as the
            consideration to be received in the transaction by holders of Class
            B Common Stock. In the event that any corporate action is taken with
            respect to a merger, share exchange, reclassification or
            recapitalization required to be approved by a vote of the
            shareholders of the Corporation and with respect to which the
            holders of Class B Common Stock are entitled to dissent and obtain

                                        2
<PAGE>

            payment for their shares pursuant to the provisions of the Georgia
            Business Corporation Code (the "Code"), then, subject to compliance
            with procedural requirements for exercise of dissenters' rights
            prescribed by the Code, the holders of Class A Common Stock shall be
            entitled to dissent and obtain payment for their shares to the same
            extent that the holders of Class B Common Stock are so entitled,
            whether or not the provisions of the Code would otherwise entitle
            the holders of Class A Common Stock to such dissenters' rights.

                  (2) This Section (C) may only be amended by the affirmative
            vote of the holders of seventy-five percent of the outstanding Class
            A Common Stock and Class B Common Stock, voting as separate voting
            groups.

(b) The authorized and unissued shares of any class of capital stock of the
Corporation may be issued at any time and from time to time for such
consideration, in money, property or services, as may be permitted by law and as
the Board of Directors in its discretion shall authorize.

(c) The Corporation may also create and issue, whether or not in connection with
the issue and sale of any shares of stock or other securities of the
Corporation, rights or options entitling the holders thereof to purchase or
acquire from the Corporation shares of its capital stock of any class or classes
or other securities then authorized upon such terms and at such time or times,
which may be limited or unlimited in duration, and at such price or prices as
shall be stated, as the Board of Directors in its discretion shall authorize;
provided, however, that the price or prices to be received by the Corporation
for such shares shall not be less than the par value thereof.

(d) No holder of any shares of any class of capital stock of the Corporation
shall have any preemptive right to subscribe for or purchase any shares of any
class of capital stock, rights, options, or securities of the Corporation issued
hereafter.

                                   ARTICLE IV

      No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of the duty of
care or other duty as a Director, except for liability (i) for any
appropriation, in violation of his duties, of any business opportunity of the
Corporation, (ii) for acts or omissions that involve intentional misconduct or a
knowing violation of law, (iii) for the types of liability set forth in Section
14-2-832 of the Georgia Business Corporation Code, or (iv) for any transaction
from which the Director received an improper personal benefit.

                                        3
<PAGE>

IN WITNESS WHEREOF, the Corporation has caused these Articles of Restatement to
be executed and attested by its authorized officers this 23rd day of April,
1991.

                                        CRAWFORD & COMPANY

                                    By: /s/  F. L. Minix
                                        -------------------------------
                                        F. L. Minix, Chairman,
                                        Chief Executive Officer and President

(CORPORATE SEAL)

Attest:

By: /s/  James H. Graham
    ------------------------------------
    James H. Graham, Secretary

                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>g95682exv5w1.txt
<DESCRIPTION>EX-5.1 OPINION OF REGISTRANT'S COUNSEL
<TEXT>
<PAGE>

                                                                     EXHIBIT 5.1

          OPINION OF REGISTRANT'S COUNSEL REGARDING LEGALITY OF SHARES.

Crawford & Company Logo

June 2, 2005

Board of Directors
Crawford & Company
5620 Glenridge Drive, N.E.
Atlanta, Georgia 30342

RE: Crawford & Company Form S-8 Registration Statement

Ladies and Gentlemen:

I am Corporate Counsel for Crawford & Company, a Georgia corporation (the
"Company"), and have acted as counsel for the Company in connection with the
preparation of a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Registration Statement") relating to
4,000,000 shares of Class A Common Stock, par value $1.00 per share (the "Class
A Stock"), of the Company to be offered pursuant to the Crawford & Company
Executive Stock Bonus Plan (the "Plan"). In so acting, I have examined and
relied upon such records, documents, certificates and other instruments as in my
judgment are necessary or appropriate to form the basis for the opinion
hereinafter set forth. In all such examinations, I have assumed the genuineness
of signatures on original documents and the conformity to such original
documents of all copies submitted to me as certified, conformed or photographic
copies, and as to certificates of public officials, I assumed the same to have
been properly given and to be accurate. Based upon the foregoing, I am of the
opinion that the Class A Stock, when issued and sold in accordance with the
provisions of the Plan, will be validly issued, fully paid and nonassessable.

I consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

/s/ R. Eric Powers

R. Eric Powers, Corporate Counsel

5620 Glenridge Drive, N.E.,
Atlanta, GA 30342
(404) 256-0830
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>g95682exv23w1.txt
<DESCRIPTION>EX-23.1 CONSENT OF ERNST & YOUNG, LLP.
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to the Crawford & Company Executive Stock Bonus
Plan of our report dated March 11, 2005, with respect to the consolidated
financial statements of Crawford & Company included in its Annual Report (Form
10-K) for the year ended December 31, 2004, Crawford & Company management's
assessment of the effectiveness of internal control over financial reporting and
the effectiveness of internal control over financial reporting of Crawford &
Company, filed with the Securities and Exchange Commission.

                                             /s/ Ernst & Young

Atlanta, Georgia
June 3, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>5
<FILENAME>g95682exv24w1.txt
<DESCRIPTION>EX-24.1 POWER OF ATTORNEY
<TEXT>
<PAGE>

                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer,
or both, of CRAWFORD & COMPANY, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints PETER J. RESCIGNO and JOHN F. GIBLIN, and each
of them, his or her true and lawful attorney-in-fact and agent to sign (1) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 2004;
(2) any other reports or registration statements to be filed by the Corporation
with the Securities and Exchange Commission and/or any national securities
exchange under the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and any and all instruments and documents filed as part of
or in connection with any such reports or registration statements or reports or
amendments thereto; and in connection with the foregoing, to do any and all acts
and things and execute any and all instrument which such attorneys-in-fact and
agents may deem necessary or advisable to enable this Corporation to comply with
the securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 2005.

                                                       /s/ Jesse C. Crawford
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.2
<SEQUENCE>6
<FILENAME>g95682exv24w2.txt
<DESCRIPTION>EX-24.2 POWER OF ATTORNEY
<TEXT>
<PAGE>

                                                                    EXHIBIT 24.2

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer,
or both, of CRAWFORD & COMPANY, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints PETER J. RESCIGNO and JOHN F. GIBLIN, and each
of them, his or her true and lawful attorney-in-fact and agent to sign (1) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 2004;
(2) any other reports or registration statements to be filed by the Corporation
with the Securities and Exchange Commission and/or any national securities
exchange under the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and any and all instruments and documents filed as part of
or in connection with any such reports or registration statements or reports or
amendments thereto; and in connection with the foregoing, to do any and all acts
and things and execute any and all instrument which such attorneys-in-fact and
agents may deem necessary or advisable to enable this Corporation to comply with
the securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 2005.

                                                        /s/ J. Hicks Lanier
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.3
<SEQUENCE>7
<FILENAME>g95682exv24w3.txt
<DESCRIPTION>EX-24.3 POWER OF ATTORNEY
<TEXT>
<PAGE>

                                                                    EXHIBIT 24.3

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer,
or both, of CRAWFORD & COMPANY, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints PETER J. RESCIGNO and JOHN F. GIBLIN, and each
of them, his or her true and lawful attorney-in-fact and agent to sign (1) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 2004;
(2) any other reports or registration statements to be filed by the Corporation
with the Securities and Exchange Commission and/or any national securities
exchange under the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and any and all instruments and documents filed as part of
or in connection with any such reports or registration statements or reports or
amendments thereto; and in connection with the foregoing, to do any and all acts
and things and execute any and all instrument which such attorneys-in-fact and
agents may deem necessary or advisable to enable this Corporation to comply with
the securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 2005.

                                                    /s/ E. Jenner Wood, III
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.4
<SEQUENCE>8
<FILENAME>g95682exv24w4.txt
<DESCRIPTION>EX-24.4 POWER OF ATTORNEY
<TEXT>
<PAGE>

                                                                    EXHIBIT 24.4

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer,
or both, of CRAWFORD & COMPANY, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints PETER J. RESCIGNO and JOHN F. GIBLIN, and each
of them, his or her true and lawful attorney-in-fact and agent to sign (1) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 2004;
(2) any other reports or registration statements to be filed by the Corporation
with the Securities and Exchange Commission and/or any national securities
exchange under the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and any and all instruments and documents filed as part of
or in connection with any such reports or registration statements or reports or
amendments thereto; and in connection with the foregoing, to do any and all acts
and things and execute any and all instrument which such attorneys-in-fact and
agents may deem necessary or advisable to enable this Corporation to comply with
the securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 2005.

                                                      /s/ John A. Williams
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.5
<SEQUENCE>9
<FILENAME>g95682exv24w5.txt
<DESCRIPTION>EX-24.5 POWER OF ATTORNEY
<TEXT>
<PAGE>

                                                                    EXHIBIT 24.5

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer,
or both, of CRAWFORD & COMPANY, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints PETER J. RESCIGNO and JOHN F. GIBLIN, and each
of them, his or her true and lawful attorney-in-fact and agent to sign (1) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 2004;
(2) any other reports or registration statements to be filed by the Corporation
with the Securities and Exchange Commission and/or any national securities
exchange under the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and any and all instruments and documents filed as part of
or in connection with any such reports or registration statements or reports or
amendments thereto; and in connection with the foregoing, to do any and all acts
and things and execute any and all instrument which such attorneys-in-fact and
agents may deem necessary or advisable to enable this Corporation to comply with
the securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 2005.

                                                         /s/ Larry L. Prince
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.6
<SEQUENCE>10
<FILENAME>g95682exv24w6.txt
<DESCRIPTION>EX-24.6 POWER OF ATTORNEY
<TEXT>
<PAGE>

                                                                    EXHIBIT 24.6

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer,
or both, of CRAWFORD & COMPANY, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints PETER J. RESCIGNO and JOHN F. GIBLIN, and each
of them, his or her true and lawful attorney-in-fact and agent to sign (1) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 2004;
(2) any other reports or registration statements to be filed by the Corporation
with the Securities and Exchange Commission and/or any national securities
exchange under the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and any and all instruments and documents filed as part of
or in connection with any such reports or registration statements or reports or
amendments thereto; and in connection with the foregoing, to do any and all acts
and things and execute any and all instrument which such attorneys-in-fact and
agents may deem necessary or advisable to enable this Corporation to comply with
the securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 2005.

                                                        /s/ Clarence H. Ridley
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.7
<SEQUENCE>11
<FILENAME>g95682exv24w7.txt
<DESCRIPTION>EX-24.7 POWER OF ATTORNEY
<TEXT>
<PAGE>

                                                                    EXHIBIT 24.7

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer,
or both, of CRAWFORD & COMPANY, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints PETER J. RESCIGNO and JOHN F. GIBLIN, and each
of them, his or her true and lawful attorney-in-fact and agent to sign (1) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 2004;
(2) any other reports or registration statements to be filed by the Corporation
with the Securities and Exchange Commission and/or any national securities
exchange under the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and any and all instruments and documents filed as part of
or in connection with any such reports or registration statements or reports or
amendments thereto; and in connection with the foregoing, to do any and all acts
and things and execute any and all instrument which such attorneys-in-fact and
agents may deem necessary or advisable to enable this Corporation to comply with
the securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 2005.

                                                      /s/ Robert T. Johnson
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.8
<SEQUENCE>12
<FILENAME>g95682exv24w8.txt
<DESCRIPTION>EX-24.8 POWER OF ATTORNEY
<TEXT>
<PAGE>

                                                                    EXHIBIT 24.8

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned director or officer,
or both, of CRAWFORD & COMPANY, a Georgia corporation (the "Corporation"),
hereby constitutes and appoints PETER J. RESCIGNO and JOHN F. GIBLIN, and each
of them, his or her true and lawful attorney-in-fact and agent to sign (1) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 2004;
(2) any other reports or registration statements to be filed by the Corporation
with the Securities and Exchange Commission and/or any national securities
exchange under the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and any and all instruments and documents filed as part of
or in connection with any such reports or registration statements or reports or
amendments thereto; and in connection with the foregoing, to do any and all acts
and things and execute any and all instrument which such attorneys-in-fact and
agents may deem necessary or advisable to enable this Corporation to comply with
the securities laws of the United States and of any State or other political
subdivision thereof; hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any one of them, shall do or cause to be done
by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of February, 2005.

                                                      /s/ James D. Edwards
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
