EX-10.1 AMENDMENT NO. 3 TO AMENDED NOTE PURCHASE AGREEMENT

Exhibit 10.1

Amendment No. 3

to

Note Purchase Agreement
dated as of September 30, 2003

As of October 13, 2006

To each of the Persons listed in the Attached Schedule 1
(each, a “Current Noteholder”)

Ladies and Gentlemen:

     Crawford & Company, a Georgia corporation (together with its successors and assigns, the “ Company ”) and Crawford & Company International, Inc., a Georgia corporation (together with its successors and assigns, the “ Co-Obligor ” and together with the Company, the “ Obligors ”) jointly and severally agree with you as follows:

     (a) The Obligors jointly and severally issued and sold $50,000,000 aggregate principal amount of their joint and several 6.08% Senior Guarantied Notes due October 10, 2010 (the “ Notes ”), pursuant to that certain Note Purchase Agreement dated as of September 30, 2003 by and among the Obligors and each of the persons listed in Schedule A attached thereto, as amended by that certain Waiver and Amendment to Note Purchase Agreement, dated as of September 30, 2005, by and among the Obligors and each of the persons listed in Schedule 1 attached thereto, and as further amended by that certain Waiver and Amendment No. 2 to Note Purchase Agreement, dated as of June 16, 2006, by and among the Obligors and each of the persons listed in Schedule 1 attached thereto (prior to the amendment effected hereby, the “ Existing Agreement ” and, immediately after giving effect to such amendment, and as may be further amended, restated or otherwise modified from time to time, the “ Amended Agreement ”).

     (b) The register for the registration and transfer of the Notes indicates that the Current Noteholders are currently the holders of the entire outstanding principal amount of the Notes.

     Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Amended Agreement.

     Subject to Section 5, the Existing Agreement is amended in the manner set forth below (the “ Amendment ”):

      (a) Amendment to Schedule B of the Existing Agreement. Schedule B of the Existing Agreement is hereby amended as follows:

     (i) The definition of “Permitted Acquisitions” is hereby amended and restated in its entirety as follows:

      ““Permitted Acquisitions” means any Acquisition so long as

     (a) at the time of such Acquisition, no Default or Event of Default is in existence;

     (b) such Acquisition has been approved or recommended by the board of directors of the Person being acquired; and

     (c)

     (i) with respect to an Acquisition consummated during the period from August 1, 2006 through and including July 31, 2007, the Total Acquisition Consideration of such Acquisition, when aggregated with the Total Acquisition Consideration of all Acquisitions consummated by the Company and the Consolidated Subsidiaries during such period, does not exceed $25,000,000;

     (ii) with respect to an Acquisition consummated during the period from August 1, 2007 through and including July 31, 2008, the Total Acquisition Consideration of such Acquisition, when aggregated with the Total Acquisition Consideration of all Acquisitions consummated by the Company and the Consolidated Subsidiaries during such period, does not exceed 10% of Consolidated Net Worth determined as of the last day of the then most recently ended fiscal quarter of the Company; and

     (iii) with respect to an Acquisition consummated before August 1, 2006 or after July 31, 2008, the Total Acquisition Consideration of such Acquisition, when aggregated with the Total Acquisition Consideration of all Acquisitions consummated by the Company and the Consolidated Subsidiaries during the preceding 12 month period, does not exceed 10% of Consolidated Net Worth determined as of the last day of the then most recently ended fiscal quarter of the Company.”

     To induce the Current Noteholders to enter into this Amendment No. 3, the Obligors warrant and represent as follows (it being agreed, however, that nothing in this Section 4 shall

affect any of the warranties and representations previously made by the Obligors in or pursuant to the Existing Agreement, and that all of such other warranties and representations, as well as the warranties and representations in this Section 4, shall survive the effectiveness of the Amendment):

     Each Obligor is duly organized, validly existing and in good standing under the laws of Georgia, and is duly qualified as a foreign corporation and in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate power and authority to execute and deliver this Amendment No. 3 and to perform the provisions hereof.

     This Amendment No. 3 has been duly authorized by all necessary corporate action on the part of each Obligor and constitutes a legal, valid and binding obligation of each Obligor enforceable against each Obligor, jointly and severally, in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).