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, 2002; (2) Forms 4 or 5 under the Securities Exchange Act of 1934;
and (3) 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
28th day of January, 2003.


                                                        /s/ Larry L. Prince