Nominating / Corporate Governance / Compensation Committee Charter

The Board of Directors (the "Board") of Crawford & Company (the "Company") has previously constituted and established a Senior Compensation and Stock Option Committee. Effective as of the date of this Charter, the Board redesignated the Senior Compensation and Stock Option Committee as the Nominating/Corporate Governance/Compensation Committee (the "Committee") with the authority, responsibility and specific duties as described herein. This Charter and the composition of the Committee are intended to comply with applicable law and the rules of The New York Stock Exchange, Inc. (the "NYSE").

I. Purpose

The primary purpose of the Committee is to assist the Board in fulfilling its responsibilities relating to (i) identification of individuals qualified to become Board members and recommendation of director nominees to the Board of Directors prior to each annual meeting of stockholders, (ii) recommendation of nominees for committees of the Board, (iii) matters concerning corporate governance practices and (iv) evaluation and compensation of the Company's directors and executives.

II. Composition

1. The Committee shall be comprised of three (3) or more directors of the Board appointed by the Board, and the Committee's composition will meet the requirements of the listing standards of the NYSE (the "Listing Standards"). Accordingly, all of the members of the Committee will be independent directors within the meaning of the Listing Standards and free from any relationship that would interfere with the exercise of his or her independent judgment as a member of the Committee in the opinion of the Board. The Board shall affirmatively conclude that the members of the Committee are independent, as required.
2. Each member of the Committee shall be elected by the Board at the annual organizational meeting of the Board and shall serve until his or her successor shall be duly elected and qualified, unless otherwise removed by the Board of Directors. Any vacancies on the Committee occurring prior to the annual organizational meeting shall be filled by the Board. Unless a Chairperson is elected by the full Board, the members of the Committee may designate a Chairperson by majority vote of the full Committee membership.
3. A majority of the Committee shall constitute a quorum for the taking of any action by the Committee.

III. Meetings

The Committee shall hold such meetings as may be called by the Chairperson of the Committee or at the request of the Board of Directors. The Committee shall maintain minutes or other records of meetings and activities of the Committee.

IV. Responsibilities and Duties

The Board of Directors has authorized and directed the Committee to assume each of the following responsibilities, and any other responsibilities the Board of Directors specifically delegates to the Committee:

1. Nominating
   1. Retain and terminate, as deemed necessary, any search firm to be used to identify director candidates. The Committee shall have sole authority to select such search firm and approve its fees and other retention terms.
   2. Determine desired director skills and attributes. The Committee shall consider personal and professional integrity, ability and judgment and such other factors deemed appropriate.
   3. Actively seek individuals whose skills and attributes reflect those desired and evaluate and propose nominees for election to the Board.
   4. 4. Review the slate of directors who are to be re-nominated to determine whether they are meeting the Board's expectations of them.
   5. Make recommendations to the full Board for appointments to fill vacancies of any unexpired term on the Board.
   6. Annually recommend to the Board nominees for submission to shareholders for approval at the time of the Annual Meeting of Shareholders.
   7. Extend, together with the Chairman of the Board, any offers to a new director candidate to serve on the Board.
   8. Annually review committee chairs and membership and recommend any changes to the full Board.
2. Governance
   1. Evaluate and recommend to the Board the resignation of individual directors for appropriate reasons, as determined by the Committee in its discretion.
   2. Review any questions regarding the independence of Board members in accordance with the Director Independence Standards contained in the Company's Corporate Governance Guidelines, the Listing Standards and other applicable rules and regulations.
   3. Advise and make recommendations to the Board on matters concerning corporate governance and directorship practices.
   4. Periodically review the retirement policy for directors to ensure that it remains appropriate in light of the Company's need.
   5. Develop and recommend to the Board a self-evaluation process for the Board and its committees and oversee such evaluation process.
   6. Review potential or actual conflicts of interest between Board members and between the Company and other companies on which a Board member of the Company may serve.
   7. Annually review the Corporate Governance Guidelines and recommend any changes to the Board.
3. Compensation
   1. Annually review and approve the Company's goals and objectives relevant to CEO and senior executive compensation, including as the Committee deems appropriate, consideration of the Company's performance and relative stockholder return, the value of similar incentive awards to officers at comparable companies, the awards given to the officers in past years and such other factors as the Committee deems relevant, and evaluate the CEO's and the other senior executives' performance in light of those goals and objectives.
   2. Annually review and approve, for the CEO (1) the annual base salary level, (2) the annual incentive opportunity level, (3) the long-term incentive opportunity level, and (4) any special or supplemental benefits or perquisites.
   3. Review and approve, for the CEO, employment agreements, severance arrangements, and change in control agreements/provisions, in each case as, when and if appropriate.
   4. Annually review and approve the adoption, terms and operation of the Company's compensation plans for all directors, officers and other senior executives, including incentive-compensation plans and equity based plans, and including an assessment with respect to linkage between director compensation and corporate performance.
   5. Grant stock options, restricted stock and other discretionary awards under the Company's incentive-compensation and equity based plans.
   6. Perform the administrative functions assigned to the Committee by the Board or the provisions of any incentive-compensation plan, equity based plan, employee stock purchase plan or other employee benefit plan.
   7. Retain and terminate, as deemed necessary, any compensation consultant to be used to assist in the evaluation of director, CEO or executive compensation. The Committee shall have sole authority to select such consultant and approve the consultant's fees and other retention terms.
4. General
   1. Report periodically to the Board.
   2. Annually review the adequacy of this Charter and recommend any proposed changes to the Board for approval.
   3. Assist the Board in developing and evaluating candidates for executive positions, including the CEO, and oversee the development of executive succession plans.
   4. Annually prepare a report on executive compensation for inclusion in the Corporation's proxy statement in accordance with the Securities and Exchange Commission and other applicable rules and regulations.
   5. Annually review the performance of the Committee.