Exhibit 10.1



Crawford Logo
Thomas W. Crawford
President & CEO


November 22, 2005



TO:      Allen W. Nelson
         General Counsel and Corporate Secretary

FROM:    Thomas W. Crawford             /s/ Thomas W. Crawford
         President & CEO


RE:      TERMS OF EMPLOYMENT

The following serves to summarize the terms applicable in the event your
employment with Crawford should be terminated for reasons other than "cause", or
in the event of a "change-in-control" of the company, both as solely defined by
the Chief Executive Officer.

In such event, the Company agrees that:

         A.       You will be paid a lump sum amount as severance compensation
                  equal to one year of your then current base salary, subject to
                  all appropriate taxes, payable as soon as is practicable
                  following the termination of employment or change-in-control;
         B.       You will be provided continuation of eligible medical
                  benefits, for a period of one year, under COBRA, at Company
                  expense; and
         C.       All incentive stock options granted to you will be deemed
                  vested and may be exercised within ninety (90) days following
                  the date of termination.

This Agreement is subject to execution by you and the Company of an agreement
achieving mutually acceptable terms on matters pertaining to:

         -        return of all Crawford property, documents, or instruments;
         -        no admission of liability on the part of Crawford;
         -        general release to any claims;
         -        non-disclosure of the arrangements;
         -        non-solicitation of employees and customers;
         -        cooperation; and
         -        non-disparagement

I request you confirm this agreement with your signature.



/s/ Allen W. Nelson                     22 Nov. 2005
Signature                               Date