Jeffrey T. BowmanPresident & Chief Executive Officer June 4, 2012

10708 Suntree Court

Raleigh, North Carolina 27617

Dear Vince,

Consistent with our recent conversations, this offer letter (including the Confidentiality, Non-Solicitation and Non-Competition Agreement attached as Exhibit A hereto, collectively the “Offer Letter”) sets forth the terms and conditions of your employment with Crawford & Company (“Crawford” or the “Company”). If you choose to accept this offer, please sign and date below and return the executed Offer Letter to my attention.

1.    Title and Duties. You will be employed as Executive Vice President, Strategy & Performance Development. In this capacity you will be based in Atlanta, Georgia, and will report to Crawford's President and Chief Executive Officer. Your Grade Level will be E19. You will be expected to perform such duties and responsibilities customary to this position and as are reasonably necessary to the operations of the Company. You will be expected to comply with all provisions of the Company's Employee Handbook and any other Company policies that may be in effect from time to time during your employment. The Company reserves the right to change any and all of its policies, including its benefit and compensation plans, and the specific duties of your position.

2.    Compensation.

(a)Base Salary. Your annual base salary will be $400,000, less all applicable deductions and withholdings (“Base Salary”), payable bi-weekly in accordance with the Company's standard payroll practices. Your Base Salary will be reviewed annually, and any increases will be effective as of the date determined by Crawford's executive management team. Because your position is exempt from overtime pay, your Base Salary will compensate you for all hours worked.

(b)Bonus. Subject to approval of Crawford's Board of Directors, you are eligible to participate in the Crawford Short Term Incentive Plan (“STIP”). Your STIP Target Bonus will be 36% of your Base Salary, with a maximum STIP bonus of 90% of your Base Salary. Any STIP bonus will be payable in accordance with the STIP terms, and will be subject to applicable withholding taxes. Any STIP bonus earned and payable to you for 2012 shall not be prorated based on your service during 2012.

(c)Subject to approval of Crawford's Board of Directors, you are also eligible to participate in the Crawford Long Term Incentive Plan (“LTIP”). LTIP awards are granted pursuant to the terms of the LTIP by Crawford's Board of Directors. To the extent granted, awards are typically paid in February of each

calendar year.

(d)The terms of the Crawford STIP and LTIP are incorporated herein by reference.

(e)Subject to approval of Crawford's Board of Directors, you will be granted an award of 30,000 shares of Restricted Stock, payable in shares of Crawford Class A Common Stock, with vesting at 33.33% per year (with an initial annual vesting date of December 31, 2012), issued under and subject to the terms conditions of the Crawford & Company Executive Stock Bonus Plan.

3.    Employee Benefits. You shall be eligible to participate in the employee benefit plans and programs maintained by the Company and offered to executive level employees from time to time, to the extent you otherwise qualify under the provisions of any such plans which are incorporated herein by reference. The Company reserves the right to modify its benefit offerings as it deems appropriate. The Company's current vacation policy provides you with four weeks paid vacation per calendar year.

4.    Auto Allowance. Your auto allowance will be $11,520.00 annualized, payable bi-weekly in accordance with the Company's standard payroll practices and subject to withholding taxes.

5.    Relocation. Your employment is based in Atlanta, Georgia. You shall be entitled to reimbursement of eligible relocation expenses up to $100,000, with appropriate receipts and execution of a Relocation and Reimbursement agreement. In addition, the Company will reimburse the reasonable cost of relocation of your household goods.

6.    Severance. In the event your employment with the Company should be terminated (i) in the event of a “change-in-control” of the Company or (ii) without cause, both as solely defined by the Chief Executive Officer, the Company agrees that you will be paid severance compensation, in lump sum, in an amount equal to: (i) one year of your then current base salary plus (ii) the pro-rated amount of any bonus which would have been earned for the performance year in which the termination occurs, provided all applicable performance conditions are met, all subject to withholding for all applicable taxes, payable as soon as is practicable following the termination of employment (subject to required waiting periods under Section 409A of the Internal Revenue Code or any other applicable statute or regulation). This severance compensation shall be in lieu of any other severance payments you may be entitled to as a result of such termination of employment. Your receipt of any such severance payment is subject to execution by you and Crawford of an agreement achieving mutually acceptable terms on matters pertaining to:

(a)    return of all Crawford property, documents, or instruments;

(b)    no admission of liability on the part of Crawford;

(c)    general release of any and all claims;

(d)    non-disclosure of the arrangements;

(e)    non-solicitation of employees and customers;

(f)    non-competition;

(g)    cooperation, and

(h)    non-disparagement.

7.    At-Will Employment. Your employment with the Company is for no specified period of time. Your employment relationship will remain at-will and either you or the Company may terminate the relationship at any time, for any reason.

8.    Confidentiality, Non-Solicitation and Non-Competition. The salary and benefits outlined in this Offer Letter are contingent upon your execution of the Confidentiality, Non-Solicitation and Non-Competition Agreement attached hereto as Exhibit A.

9.    Enforceability; Governing Law. This Offer Letter, and all claims arising out of or related to this Offer Letter, will be governed by, enforced under and construed in accordance with the laws of the State of Georgia without regard to any conflicts or conflict of laws principles in the State of Georgia that may result in the application of the law of any other jurisdiction. The failure of either party at any time to require performance by another party of any provision of this Offer Letter will not constitute a waiver of that party's right to require future performance.

10.    Entire Agreement. The provisions contained herein, incorporated herein by reference, and in Exhibit A hereto constitute the entire agreement between the parties with respect to your employment and supersede any and all prior agreements, understandings and communications between the parties, oral or written, with respect to your employment.

11.    Modification. No modification of this Offer Letter shall be valid unless in writing and signed by you and the President and Chief Executive Officer of Crawford.

In addition to the terms outlined above, your employment pursuant to this letter is contingent upon your submitting the legally required proof of your identity and authorization to work in the United States. Your employment will also be contingent upon (1) your passing a drug test, (2) your being bondable, (3) your passing a criminal background check, and (4) your having acceptable results on a motor vehicle records check.

By signing this Offer Letter, you acknowledge that (a) you are not guaranteed employment for any definite duration and that either you or the Company may terminate your employment relationship with the Company at any time, for any reason, (b) you were given the opportunity to consult with an attorney of your choosing prior to executing this Offer Letter, and (c) except as set forth herein, no promises or inducements for this Offer Letter have been made, and you are entering into the Offer Letter without reliance upon any statement or representation by the Company or its agents concerning any material fact.

Please contact me with any questions or issues that you may have concerning this Offer Letter.

Best regards,

Jeffrey T. Bowman

Agreed and Accepted:

/s/ Vince E. Cole         6/5/2012

Vince E. Cole                Date

This Agreement is made between Vince E. Cole (“Employee”) and Crawford & Company, Inc. (“Crawford” or “the Company”). In consideration of the mutual promises and covenants contained in this Agreement and for other good and valuable consideration including, but not limited to, the employment of Employee by Crawford, the wages offered and paid to Employee by Crawford during Employee's employment, the training the Employee will receive from the Company regarding compliance and the methods and operations of the Company at considerable expense to the Company, and access to and knowledge of the Company's confidential information and trade secrets the Employee will receive, the parties hereto agree as follows:

and indefinitely following the cessation of that employment for any reason, Employee shall not directly or indirectly divulge or make use of any Trade Secrets (so long as the information remains a Trade Secret under Georgia Law or other applicable State Law) without prior written consent of the Company. Employee further agrees that if Employee is questioned about information subject to this agreement by anyone not authorized to receive such information, Employee will promptly notify Employee's supervisor(s) or an officer of the Company.

Employee further acknowledges that during his employment, Employee will gain valuable confidential business or professional information that qualify as Trade Secrets under the Georgia Uniform Trade Secrets Act and that otherwise does not qualify as trade secrets; maintains and builds substantial relationships with specific prospective or existing customers or clients; and maintains and builds customer or client goodwill associated with the Business of the Company throughout the United States. Further, Employee acknowledges that he will derive significant value from the Company and from the Confidential and Trade Secret Information of the Company provided to him during his employment with the Company, which will enable him to optimize the performance of the Company's global performance and his own personal, professional, and financial benefit.

agree that said covenant shall be enforced to the extent reasonable, whether said revisions are in time, territory, or scope of prohibited activities. This Agreement represents the entire understanding between Employee and the Company on the matters addressed herein and supersedes any such prior agreements and may not be modified, changed or altered by any promise or statement by the Company until such modification has been approved in writing and signed by both parties. The waiver by the Company of a breach of any provision of this Agreement by any employee shall not be construed as a waiver of rights with respect to any subsequent breach by Employee.

Employee represents and warrants that Employee has the full power and capacity to enter into this Agreement. Employee also represents and warrants that in entering into this Agreement, Employee is not in violation of any contract or agreement, whether written or oral, with any other person to which Employee is a party or by which Employee is bound and that entering into this agreement will not violate or interfere with the rights of any other person, firm, or corporation. Employee has carefully read and understands the provisions of this Agreement, and understands that he has the right to seek independent advice, consult with an attorney and/or propose modifications prior to signing the Agreement.