PAGE
                                                                                                                         ----
                  (b)      Base Salary                                                                                     44
                  (c)      Bonuses, Incentive Compensation and Profit Sharing                                              44
                  (d)      Directors' Fees                                                                                 44
                  (e)      Short Year                                                                                      44
         4.3.     Irrevocable Election and Filing Deadlines                                                                44
                  (a)      General Rule                                                                                    44
                  (b)      Special Rule                                                                                    44
                  (c)      Expiration of Election                                                                          44
                  (d)      Irrevocable Election                                                                            45
                  (e)      Revocation of Election                                                                          45
                  (f)      Annual Election                                                                                 46
                  (g)      Percentage Figure                                                                               46
         4.4.     Withholding of Deferral Amounts and FICA                                                                 46
         4.5.     Subsidiary                                                                                               46

SECTION  5     ALLOCATION OF COMPANY DISCRETIONARY CREDIT AND SERVICE
               CREDIT                                                                                                      46
         5.1.     Company Discretionary Credit                                                                             46
         5.2.     Service Credit                                                                                           47

SECTION  6     ALLOCATION OF LONG TERM INCENTIVE CREDIT                                                                    47
         6.1.     Eligibility for Long Term Incentive Credit                                                               47
         6.2.     Allocation of Long Term Incentive Credit                                                                 48
         6.3.     Vesting of Long Term Incentive Credit                                                                    48
         6.4.     Forfeiture of Long Term Incentive Credit                                                                 48

SECTION  7     MAINTENANCE OF ACCOUNTS                                                                                     49

SECTION  8     DISTRIBUTIONS                                                                                               49
         8.1.     Distribution Events                                                                                      49
         8.2.     Manner of Distribution                                                                                   49
         8.3.     Installments                                                                                             49
                  (a)      Portion of Account Distributed in Installments                                                  49
                  (b)      Installment Election                                                                            49
                  (c)      Failure to Elect Installments                                                                   50
                  (d)      Payment of Installments                                                                         50
         8.4.     Short-term Distribution                                                                                  50
         8.5.     Distribution of Company Discretionary Credit                                                             50
         8.6.     Unforeseeable Emergency                                                                                  50
         8.7.     Distribution of Restoration Benefits                                                                     51

SECTION  9     DEEMED INTEREST CREDITING                                                                                   51
         9.1.     Interest Rate                                                                                            51
         9.2.     Prior to Distribution                                                                                    51
         9.3.     Installments                                                                                             51
                  (a)      Interest Rate                                                                                   52
                  (b)      "Deemed" Installment Payments                                                                   52

                                                                                                                         PAGE
                                                                                                                         ----
                  (c)      Amortization                                                                                    52
                  (d)      Monthly Payments                                                                                52

SECTION  10    SOURCE OF DISTRIBUTION                                                                                      52

SECTION  11    CLAIMS PROCEDURES                                                                                           52
         11.1.    Presentation of Claim                                                                                    52
         11.2.    Notification of Decision                                                                                 53
         11.3.    Review of a Denied Claim                                                                                 53
         11.4.    Decision on Review                                                                                       53
         11.5.    Manner of Notification                                                                                   54
         11.6.    Legal Action                                                                                             54

SECTION  12    MISCELLANEOUS                                                                                               54
         12.1.    Beneficiary                                                                                              54
         12.2.    No Assignment; Binding Effect                                                                            54
         12.3.    ERISA                                                                                                    55
         12.4.    Committee Powers                                                                                         55
         12.5.    Construction                                                                                             55
         12.6.    Employment Contract                                                                                      55
         12.7.    Term of Office                                                                                           55
         12.8.    Amendment and Termination                                                                                55
         12.9.    Distribution in the Event of Taxation                                                                    55
         12.10.   Furnishing Information                                                                                   56

         (b) For each Eligible Director who is not an Eligible Employee,
             directors' meeting and committee fees.

2.7      Cause -- means one or more of the following reasons:

         (a) a violation of any law;

         (b) insubordination;

         (c) violation of Company policies;

         (d) unsatisfactory attendance or performance;

         (e) refusal or failure to comply with a change in job conditions; or

         (f) refusal to cooperate with transition or redeployment activities;
             each as determined by the Chief Executive Officer in his or her
             absolute discretion.

2.8      Change of Control -- means the first to occur of any of the following
         events:

         (a) any "person" (as that term is used in Section 13 and 14(d)(2) of
             the Securities Exchange Act of 1934 (the "Exchange Act")) is or
             becomes the beneficial owner (as that term is used in Section 13(d)
             of the Exchange Act), directly or indirectly, of 50% or more of the
             Company's capital stock entitled to vote in the election of
             directors;

         (b) during any period of two consecutive years, individuals who at the
             beginning of such period constitute the Board of Directors cease
             for any reason to constitute at least a majority thereof, unless
             the election or the nomination for election by the Company's
             shareholders of each new director was approved by a vote of at
             least three-quarters of the directors still in office who were
             directors at the beginning of the period;

         (c) any consolidation or merger of the Company, other than a merger of
             the Company in which the holders of the shares of stock of the
             Company entitled to vote immediately prior to the merger hold more
             than 50% of the shares of stock of the surviving corporation
             entitled to vote immediately after the merger;

         (d) the liquidation or dissolution of the Company; or

         (e) substantially all of the assets of the Company are sold or
             otherwise transferred to a parties that are not within a
             "controlled group of corporations" (as defined in Section 1563 of
             the Internal Revenue Code of 1986, as amended) of which the Company
             is member.

2.9      Company -- means Crawford & Company, a Georgia corporation, and any
         successor to such corporation.

2.10     Company Discretionary Credit -- means for any Year, any amount that the
         Company or a Subsidiary, in its sole discretion, may credit to the
         Account of an Eligible Employee.

2.11     Committee -- means the committee chosen by the Board of Directors to
         manage and administer the Plan.

                                       41

2.12     Eligible Director -- means a member of the Board of Directors.

2.13     Eligible Employee -- means an employee of the Company or a Subsidiary
         who is designated as such by the Committee in its sole discretion.

2.14     Entry Date -- means, in the case of an Eligible Employee, the first day
         of the Year following the date on which the Committee designates an
         employee as an Eligible Employee and the Eligible Employee complies
         with all the requirements under Section 3.3, or, in the case of an
         Eligible Director, the first day of the Year following the date on
         which the director commences serving on the Board of Directors and
         complies with all the requirements under Section 3.3, or, in the case
         of either an Eligible Employee or an Eligible Director, such other date
         as determined by the Committee in its sole discretion.

2.15     Long Term Incentive Credit -- means an amount credited to an Eligible
         Employee's account under Section 6 of the Plan.

2.16     Plan -- means this Crawford & Company Deferred Compensation Plan for
         Eligible Employees and Eligible Directors as amended and restated,
         effective January 1, 2003.

2.17     Restoration Benefit -- means, for an Eligible Employee, the difference
         between (a) the benefit that would be paid under the Retirement Plan
         based on employment completed on or before December 31, 2002 if base
         salary, bonuses and profit sharing deferred under this Plan through
         such date is included in the definition of compensation under the
         Retirement Plan at the time the deferral is made, and (b) the benefit
         that is actually payable under the Retirement Plan, calculated based on
         a single life annuity form of payment.

2.18     Retirement Plan -- means the Crawford & Company Retirement Plan and
         Trust Agreement, as amended from time to time.

2.19     Savings Plan -- means the Crawford Savings and Investment Plan, as
         amended from time to time.

2.20     Service Credit -- means for each Eligible Employee for each Year the
         excess of (a) the "company service contribution" (as that term is
         defined in the Savings Plan) that would have been contributed to the
         Savings Plan if "compensation" (as defined in the Savings Plan) was
         determined by including amounts deferred under this Plan at the time
         the deferral is made over (b) the "company service contribution" that
         is actually allocated to the Eligible Employee's account under the
         Savings Plan for such Year.

2.21     Subsidiary -- means a direct or indirect subsidiary of which the
         Company owns (directly or indirectly) fifty percent (50%) or more of
         the outstanding voting stock.

2.22     Year -- means a calendar year.

                   SECTION 3 ELIGIBLE EMPLOYEES AND DIRECTORS

3.1      Starting Date.

                                       42

         (a) Eligible Employee. An Eligible Employee shall be treated as such
             under this Plan starting as of the later of (1) January 1, 1995, or
             (2) the date he or she is so designated by the Committee.

         (b) Eligible Director. An Eligible Director shall be treated as such
             under this Plan starting as of the later of (1) January 1, 1995, or
             (2) the date his or her election to the Board of Directors becomes
             effective.

3.2      Ending Date.

         (a) Eligible Employee. Except with regard to any Restoration Benefit,
             an Eligible Employee's treatment as such under this Plan shall end
             as of the earlier of (1) the date his or her employment by the
             Company or a Subsidiary terminates for any reason whatsoever, or
             (2) the date the Committee revokes his or her designation as an
             Eligible Employee, and any deferral election made by him or her
             under Section 4 automatically shall become ineffective on such date
             as to any Cash Compensation otherwise payable on or after such
             date. With regard to any Restoration Benefit, an Eligible
             Employee's treatment as such shall continue until all Restoration
             Benefits are paid to such Eligible Employee under this Plan.

         (b) Transfer. A transfer from the Company to a Subsidiary, from one
             Subsidiary to another Subsidiary or from a Subsidiary to the
             Company shall not be treated as a termination of employment under
             this Plan.

         (c) Eligible Director. An Eligible Director's treatment as such under
             this Plan shall end as of the date he or she no longer serves as a
             member of the Board of Directors, and any deferral election made by
             him or her under Section 4 automatically shall become ineffective
             on such date as to any Cash Compensation payable on or after such
             date.

3.3      Enrollment. As a condition to participation, each Eligible Employee and
         Eligible Director shall complete, execute and submit to the Committee,
         at least 15 days prior to his or her Entry Date, such agreements,
         election forms, consents and other forms as the Committee deems are
         necessary for enrollment in the Plan. In the event the Eligible
         Employee or Eligible Director fails to meet all applicable enrollment
         requirements at least 15 days prior to his or her Entry Date, such
         Eligible Employee or Eligible Director shall not be eligible to
         participate in the Plan until the first day of the Year next following
         the date upon which such enrollment requirements are satisfied.

3.4      Participation. An Eligible Employee's or Eligible Director's
         participation in the Plan shall commence on his or her Entry Date.

                SECTION 4 DEFERRAL ELECTION RULES AND PROCEDURES

4.1      Cash Compensation Only. Subject to Section 4.2, each Eligible Employee
         and Eligible Director can elect to defer the payment of a portion of
         his or her Cash Compensation otherwise payable during each Year. No
         election shall be effective as to compensation otherwise payable in a
         form other than in cash or cash equivalents, and an election shall
         (except as provided in Section 3.2, Section 4.3(e)(2) and Section 7.5)
         be effective only for Cash Compensation otherwise actually payable
         during the Year covered by such election under Section 4.3.

                                       43

4.2      Classification and Limitations.

         (a) General Rules.

                  (1)      An election to defer the payment of a percentage of
                           an Eligible Employee's or Eligible Director's Cash
                           Compensation otherwise actually payable during any
                           Year shall not be effective to the extent that such
                           election either fails to meet the minimum or exceeds
                           the maximum limits set forth in this Section 4.2.

                  (2)      Cash Compensation shall be deemed "otherwise actually
                           payable" under this Plan on the date such
                           compensation otherwise actually would have been paid
                           under the compensation and payroll practices of the
                           Company, and a deferral shall be credited to the
                           Eligible Employee or Eligible Director as of that
                           date.

         (b) Base Salary. If an election applies to base salary, such election
             shall apply to no less than two percent (2%) and no more than fifty
             percent (50%) of an Eligible Employee's base salary otherwise
             actually payable during the Year covered by such election under
             Section 4.3.

         (c) Bonuses, Incentive Compensation and Profit Sharing. If an election
             applies to bonuses, incentive compensation and profit sharing such
             election shall apply to no less than two percent (2%) and no more
             than one hundred percent (100%) of any cash bonus, incentive
             compensation or profit sharing otherwise actually payable during
             the Year covered by such election under Section 4.3.

         (d) Directors' Fees. If an election applies to directors' meeting and
             committee fees, such election shall apply collectively to no more
             than one hundred percent (100%) of an Eligible Director's meeting
             and committee fees otherwise payable during the Year covered by
             such election.

         (e) Short Year. If an Eligible Employee commences participation after
             the first day of a Year, the minimum Cash Compensation which may
             be deferred shall be an amount equal to five percent (5%) of such
             Eligible Employee's Cash Compensation.

4.3      Irrevocable Election and Filing Deadlines.

         (a) General Rule. An election to defer the payment of a percentage of
             an Eligible Employee's or Eligible Director's Cash Compensation
             shall be made on the form provided for this purpose by the
             Committee. Such election shall be effective for the Year which
             begins after the date the Eligible Employee or Eligible Director
             files the election form with the Committee.

         (b) Special Rule. If an Eligible Employee's or Eligible Director's
             Entry Date is not the first day of a Year, he or she can elect to
             defer the payment of a portion of his or her Cash Compensation
             otherwise actually payable during the remainder of such Year.

         (c) Expiration of Election. An election made for any Year shall expire
             on the last day of the Year unless such election is earlier revoked
             in accordance with Section 4.3(e).

                                       44

         (d) Irrevocable Election. An election which becomes effective for a
             Year under Section 4.3(a) or for the remainder of a Year under
             Section 4.3(b) shall (except as provided in Section 4.3(e)(2),
             Section 4.3(e)(4), Section 3.2 or Section 7.5) be irrevocable for
             the remainder of such Year.

         (e) Revocation of Election.

                  (1)      An Eligible Employee or Eligible Director can revoke
                           an election otherwise effective for any Year if he or
                           she delivers written notice of such revocation to the
                           Committee in a form acceptable to the Committee
                           before the beginning of such Year.

                  (2)      An Eligible Employee may request the Committee to
                           revoke his or her election after the beginning of any
                           Year. If an election applies to an Eligible
                           Employee's base salary under Section 4.2(b) or
                           bonuses, incentive compensation or profit-sharing
                           under Section 4.2(c), the Committee shall have the
                           power to revoke such an election for any Year if such
                           Eligible Employee demonstrates to the Committee's
                           satisfaction that a failure to so revoke such
                           election will result in a severe financial hardship
                           for him or her for such Year, and any such revocation
                           shall be effective for payroll periods (otherwise
                           covered by such election) which begin after the date
                           the Committee exercises such power under this Section
                           4.3(e)(2). If an Eligible Employee's election for any
                           Year is revoked under this Section 4.3(e)(2), he or
                           she shall be ineligible to make or to continue any
                           deferral elections under this Plan with respect to
                           Cash Compensation otherwise actually payable during:
                           (i) the remainder of the Year which includes the date
                           the Committee exercises its power under this Section
                           4.3(e)(2), and (ii) for a period of one Year
                           thereafter.

                  (3)      The election of an Eligible Employee on an authorized
                           unpaid leave of absence shall be revoked during the
                           period of such unpaid absence. At such time as the
                           Eligible Employee returns to active employment, the
                           Committee shall resume deferrals for the remainder of
                           the Year in accordance with the election filed by the
                           Eligible Employee for that Year.

                  (4)      The Committee shall have the authority to offer an
                           Eligible Employee the opportunity to revoke his
                           election and, at the Eligible Employee's option, make
                           a new election during any Year in which the Eligible
                           Employee's compensation package is significantly
                           modified by the Company or a Subsidiary such that the
                           Committee determines that the Eligible Employee's
                           current election form is no longer reflective of the
                           original intent regarding the deferral of the
                           Eligible Employee's Cash Compensation. This
                           determination shall be made by the Committee in its
                           sole discretion. In no event shall a new election
                           apply to amounts otherwise payable to the Eligible
                           Employee prior to the effective date of the revised
                           election. The Eligible Employee may elect to defer a
                           different type of Cash Compensation or a different
                           percentage of amount of such Cash Compensation but
                           shall not be permitted to modify the form and timing
                           of the distribution as described in Section 7 hereof.

                                       45

         (f) Annual Election. An Eligible Employee or Eligible Director shall
             make a new election for each Year during which he or she wishes to
             defer his or her Cash Compensation otherwise payable during that
             Year by submitting a completed and executed election form to the
             Committee no later than December 15th of the Year prior to the Year
             for which the Eligible Employee or Eligible Director wishes to make
             the election.

         (g) Percentage Figure.  An election may only describe a deferral as a
             percentage of Cash Compensation.

4.4      Withholding of Deferral Amounts and FICA. For Each Year that an
         election is in effect with respect to an Eligible Employee's Cash
         Compensation, the Company shall withhold the Annual Deferral Amount
         from an Eligible Employee's Cash Compensation in the percentage
         specified in his or her election pursuant to Section 4.3 or the special
         election in Section 4.3(b). The portion of the Annual Deferral Amount
         to be deferred from all other types of Cash Compensation shall be
         withheld at such time as the Cash Compensation is otherwise due to be
         paid to the Eligible Employee or Eligible Director. The Company shall
         withhold the Eligible Employee's or Eligible Director's share of FICA
         taxes from that portion of the Eligible Employee's or Eligible
         Director's Cash Compensation which is not being deferred. In the event
         FICA taxes required to be withheld on the Annual Deferral Amount or the
         Company Discretionary Credit exceed the amount of Cash Compensation not
         being deferred by the Eligible Employee or Eligible Director, the
         Eligible Employee's or Eligible Director's Annual Deferral Amount shall
         be automatically reduced by that amount by which FICA taxes exceed the
         Eligible Employee's or Eligible Director's Cash Compensation not being
         deferred.

4.5      Subsidiary. If an Eligible Employee is employed by a Subsidiary and
         makes a deferral election under this Section 4, the Committee shall
         direct such Subsidiary to stop paying the Cash Compensation which he or
         she has elected to defer in accordance with his or her election under
         this Section 4 to the extent that such election is effective with
         respect to such Cash Compensation. Similarly, if an Eligible Employee
         terminates a deferral election under this Section 4, the Committee
         shall direct the Subsidiary to resume paying his or her Cash
         Compensation in accordance with the termination of such election to the
         extent that such termination of election is effective under this Plan
         with respect to such Cash Compensation. The Subsidiary shall withhold
         the Eligible Employee's or Eligible Director's share of FICA taxes from
         that portion of the Eligible Employee's or Eligible Director's Cash
         Compensation which is not being deferred. In the event FICA taxes
         required to be withheld on the Annual Deferral Amount or the Company
         Discretionary Credit exceed the amount of Cash Compensation not being
         deferred by the Eligible Employee or Eligible Director, the Eligible
         Employee's or Eligible Director's Annual Deferral Amount shall be
         automatically reduced by that amount by which FICA taxes exceed the
         Eligible Employee's or Eligible Director's Cash Compensation not being
         deferred.

       SECTION  5 ALLOCATION OF COMPANY DISCRETIONARY CREDIT AND SERVICE CREDIT

5.1      Company Discretionary Credit. A Company Discretionary Credit may be
         credited to the Account of an Eligible Employee at any time, in the
         sole discretion of the Company or a Subsidiary, regardless of whether
         such Eligible Employee has elected to participate in the Plan for the
         Year during which the Company Discretionary Credit is made.

                                       46

5.2      Service Credit. For each Year with respect to which the Company makes a
         "company service contribution" under the Savings Plan, the Company
         shall credit the Account of each Eligible Employee to whom is allocated
         a "company service contribution" under the Savings Plan a Service
         Credit under this Plan. If an Eligible Employee terminates his or her
         employment with the Company or a Subsidiary before attaining five
         "years of service" (as defined under the Savings Plan), then his or her
         Service Credits under this Plan shall be forfeited to the same extent
         they would be forfeited if they were a Company Service Contribution
         under the Savings Plan.

               SECTION 6 ALLOCATION OF LONG TERM INCENTIVE CREDIT

6.1      Eligibility for Long Term Incentive Credit. An Eligible Employee is
         eligible for allocation of a Long Term Incentive Credit if he or she:

         (a) works in the United States as an active, full-time employee;

         (b) is assigned to the Technical Services organization; and

11.1     Presentation of Claim. Any Participant or beneficiary (such Participant
         or beneficiary being referred to below as a "Claimant") may deliver to
         the Committee a written claim for a determination with respect to the
         amounts distributable to such Claimant from the Plan. If such a claim
         relates to the contents of a notice received by the Claimant, the claim
         must be made within 60 days after such notice was received by the
         Claimant. All other claims must be made within 180 days of the date on
         which the event that caused the claim to arise occurred. The claim must
         state with particularity the determination desired by the Claimant.

                                       52

11.2     Notification of Decision. The Committee shall consider a Claimant's
         claim within a reasonable time, and shall notify the Claimant not later
         than 90 days after receipt of the claim:

         (a) that the Claimant's requested determination has been made, and that
             the claim has been allowed in full; or

         (b) that the Committee has reached a conclusion contrary, in whole or
             in part, to the Claimant's requested determination, and such notice
             must set forth in a manner calculated to be understood by the
             Claimant:

                  (1)      the specific reason(s) for the denial of the claim,
                           or any part of it;

                  (2)      specific reference(s) to pertinent provisions of the
                           Plan upon which such denial was based;

                  (3)      a description  of any additional  material or
                           information  necessary for the Claimant to perfect
                           the claim, and an explanation of why such material or
                           information is necessary;

                  (4)      an explanation of the claim review procedure, and

                  (5)      a statement of the Claimant's right to bring a civil
                           action under Section 502(a) of the Employee
                           Retirement Income Security Act of 1974, as amended,
                           following an adverse determination on review.

11.3     Review of a Denied Claim. Within 60 days after receiving a notice from
         the Committee that a claim has been denied, in whole or in part, a
         Claimant (or the Claimant's duly authorized representative) may file
         with the Committee a written request for a review of the denial of the
         claim. Thereafter, the Claimant (or the Claimant's duly authorized
         representative):

         (a) may review all documents relevant to the claim for benefits under
             this Plan and receive copies of such documents upon request and
             free of charge;

         (b) may submit written comments or other documents; and/or

         (c) may request a hearing, which the Committee, in its sole discretion,
             may grant.

11.4     Decision on Review. The Committee shall render its decision on review
         promptly, and not later than 60 days after the filing of a written
         request for review of the denial, unless a hearing is held or other
         special circumstances require additional time, in which case the
         decision must be rendered within 120 days after such date. If special
         circumstances, such as the need to hold a hearing, require additional
         time, the Claimant will be provided with notice of the need for
         additional time before the end of the initial 60-day period. The
         decision must be written in a manner calculated to be understood by the
         Claimant, and it must contain:

         (a) specific reasons for the decision;

         (b) specific reference(s) to the pertinent Plan provisions upon which
             the decision was based;

                                       53

         (c) a statement of the Claimant's right to bring a civil action under
             Section 502(a) of the Employee Retirement Income Security Act of
             1974, as amended;

         (d) a statement of the Claimant's right receive upon request and free
             of charge, copies of all documents relevant to the claim for
             benefits under this Plan; and

         (e) such other matters as the Committee deems relevant.

11.5     Manner of Notification. The Committee may notify a Claimant of its
         decision either in writing or, where electronic notification would be
         appropriate under ERISA, electronically.

11.6     Legal Action. A Claimant's compliance with the foregoing provisions of
         this Section 11 is a mandatory prerequisite to Participant's or
         beneficiary's right to commence any legal action with respect to any
         claim for benefits under this Plan.

                              SECTION  12 MISCELLANEOUS

12.1     Beneficiary. Each Eligible Employee and Eligible Director (for whom an
         Account is maintained) shall designate a Beneficiary, or more than one
         Beneficiary, to receive the balance, if any, of his or her Accounts
         under this Plan in the event of his or her death. Such designation
         shall be made on a form acceptable to the Committee and shall become
         effective when received by such Committee. An Eligible Employee or
         Eligible Director who is legally married shall be required to provide
         the Committee with a properly executed spousal consent form in order to
         name any individual or entity other than the Eligible Employee's or
         Eligible Director's current spouse as Beneficiary of fifty percent
         (50%) or more of the Eligible Employee's or Eligible Director's
         aggregate Account Balances. An Eligible Employee or Eligible Director
         may revoke any such designation by delivering a properly executed form
         revoking such prior designation and designating a new Beneficiary to
         the Committee, provided such form is received by the Committee prior to
         the date of the Eligible Employee's or Eligible Director's death. If no
         such designated Beneficiary survives an Eligible Employee or Eligible
         Director or if no designation is made, the Eligible Employee's or
         Eligible Director's estate shall be deemed his or her designated
         Beneficiary under this Plan. Upon the death of an Eligible Employee or
         Eligible Director before distribution of the Eligible Employee's or
         Eligible Director's Accounts has begun, the Company shall distribute
         the Eligible Employee's or Eligible Director's Accounts to the
         Beneficiary designated by such Eligible Employee or Eligible Director
         at such time and in such manner as the Eligible Employee or Eligible
         Director had elected. Upon the death of an Eligible Employee or
         Eligible Director after distribution has begun, the Company shall pay
         the Accounts to the Beneficiary in the same manner such distribution as
         being made before the Eligible Employee's or Eligible Director's death.

12.2     No Assignment; Binding Effect. No Eligible Employee, Eligible Director
         or Beneficiary shall have the right to alienate, assign, commute or
         otherwise encumber an Account or Restoration Benefit for any purpose
         whatsoever, and any attempt to do so shall be disregarded completely as
         null and void. The provisions of this Plan shall be binding on each
         Eligible Employee, Eligible Director and Beneficiary (and on each
         person who claims a benefit under the foregoing) and on the Company.

                                       54

12.3     ERISA. The Company intends that this Plan come within the various
         exceptions and exemptions to the Employee Retirement Income Security
         Act of 1974, as amended, for an unfunded deferred compensation plan
         maintained primarily for a select group of management or highly
         compensated employees, and any ambiguities in this Plan shall be
         construed to effect that intent.

12.4     Committee Powers. The Committee, in the administration of this Plan,
         shall have the power to take such equitable and other action as the
         Committee acting in its absolute discretion deems proper or appropriate
         under the circumstances (including the power to delegate Committee
         functions to others) to the extent that such action is not inconsistent
         with the express provisions of this Plan as approved by the Board of
         Directors. The Committee shall have the exclusive responsibility and
         complete discretionary authority to control the operation, management
         and administration of this Plan, with all powers necessary to enable it
         properly to carry out such responsibilities, including (but not limited
         to) the power to construe this Plan, to determine eligibility for
         benefits, to resolve all interpretative, operational, equitable and
         other questions that arise under this Plan and to settle disputed
         claims. The decisions of the Committee shall be final and binding upon
         all persons. Members of the Committee who are Eligible Employees or
         Eligible Directors may defer Cash Compensation in accordance with the
         terms of the Plan; provided, however, that no member of the Committee
         shall act on any determination under Section 4.3(e)(2) or Section 8.5
         which relates to him or her.

12.5     Construction. This Plan shall be construed in accordance with the laws
         of the State of Georgia. Headings and subheadings have been added only
         for convenience of reference and shall have no substantive effect. All
         references to sections shall be to sections of this Plan. References to
         the singular shall include the plural whenever appropriate. The term
         "Eligible Employee" and "Eligible Director" shall include (except under
         Section 4) a former Eligible Employee or Eligible Director and any
         Beneficiary of a deceased Eligible Employee or Eligible Director.

12.6     Employment Contract. Participation in this Plan shall not constitute an
         employment contract, and the Company shall have the right at any time
         to terminate an Eligible Employee's employment, to reduce his or her
         Cash Compensation or other compensation or to take such other action in
         connection with his or her employment as the Company deems appropriate
         without regard to this Plan.

12.7     Term of Office. An Eligible Director's participation in this Plan shall
         not constitute a contract for him or her to serve as a member of the
         Board of Directors for any particular term or any particular fee, and
         participation in this Plan shall have no bearing on such terms, fees or
         any other conditions of membership on the Board of Directors.

12.8     Amendment and Termination. The Company acting through the Committee
         shall have the right at its discretion to amend this Plan from time to
         time and to terminate this Plan at any time. In the event the Plan is
         terminated, all deferrals shall cease and the Company shall retain all
         Accounts until distribution is scheduled to commence under Section 8.

12.9     Distribution in the Event of Taxation. If, for any reason, all or any
         portion of an Eligible Employee's or Eligible Director's Accounts
         become taxable to the Eligible Employee or Eligible Director prior to
         distribution, an Eligible Employee or Eligible Director may petition
         the Committee for a distribution of the Accounts sufficient to meet the
         Eligible Employee's or Eligible Director's tax liability (including
         penalties and interest).

                                       55

12.10    Furnishing Information. An Eligible Employee or Eligible Director shall
         cooperate with the Committee by furnishing all information requested by
         the Committee and shall take such other actions as may be requested in
         order to facilitate administration of the Plan and the distribution of
         Accounts or Restoration Benefits hereunder, including without
         limitation, taking such physical examinations as the Committee may deem
         necessary.