<SUBMISSION>
<ACCESSION-NUMBER>0000950144-01-505422
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20010701
<FILING-DATE>20010810
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>WACKENHUT CORRECTIONS CORP
<CIK>0000923796
<ASSIGNED-SIC>8744
<IRS-NUMBER>650043078
<STATE-OF-INCORPORATION>FL
<FISCAL-YEAR-END>0103
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-24438
<FILM-NUMBER>1704767
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>4200 WACKENHUT DR
<STREET2>#100
<CITY>PALM BEACH GARDENS
<STATE>FL
<ZIP>33410
<PHONE>3056627396
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>4200 WACKENHUT DR 100
<CITY>PALM BEACH GARDENS
<STATE>FL
<ZIP>33410-4243
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>g70987e10-q.txt
<DESCRIPTION>WACKENHUT CORRECTIONS CORPORATION FORM 10-Q 7-1-01
<TEXT>
<PAGE>   1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934.

                   For the quarterly period ended July 1, 2001

                                       OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934.

                        For the transition period from to

                         COMMISSION FILE NUMBER 1-14260

                        WACKENHUT CORRECTIONS CORPORATION
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Florida                                         65-0043078
----------------------------                                ----------------
(State or other jurisdiction                                (I.R.S. Employer
 of incorporation or organization)                         Identification No.)

4200 Wackenhut Drive #100, Palm Beach Gardens, Florida              33410-4243
------------------------------------------------------              ----------
         (Address of principal executive offices)                   (Zip code)


                                 (561) 622-5656
-------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
-------------------------------------------------------------------------------
               FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
                         IF CHANGED SINCE LAST REPORT.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the registrant
was required to file such report), and (2) has been subject to such filing
requirements for the past 90 days.

                                 Yes [X] No [ ]

At August 7, 2001, 21,057,224 shares of the registrant's Common Stock were
issued and outstanding.

                                  Page 1 of 20


<PAGE>   2


                        WACKENHUT CORRECTIONS CORPORATION

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The following consolidated financial statements of Wackenhut Corrections
Corporation, a Florida corporation (the "Company"), have been prepared in
accordance with the instructions to Form 10-Q and, therefore, omit or condense
certain footnotes and other information normally included in financial
statements prepared in accordance with generally accepted accounting principles.
Certain amounts in the prior year have been reclassified to conform to the
current presentation. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) necessary for a fair presentation of the
financial information for the interim periods reported have been made. Results
of operations for the twenty-six weeks ended July 1, 2001 are not necessarily
indicative of the results for the entire fiscal year ending December 30, 2001.



                                  Page 2 of 20
<PAGE>   3


                        WACKENHUT CORRECTIONS CORPORATION

                        CONSOLIDATED STATEMENTS OF INCOME
                   FOR THE THIRTEEN AND TWENTY-SIX WEEKS ENDED
                          JULY 1, 2001 AND JULY 2, 2000
                      (IN THOUSANDS EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                             THIRTEEN WEEKS ENDED                  TWENTY-SIX WEEKS ENDED
                                                      -----------------------------------    -----------------------------------
                                                       JULY 1, 2001       JULY 2, 2000        JULY 1, 2001       JULY 2, 2000
                                                      ----------------   ----------------    ----------------   ----------------
<S>                                                       <C>              <C>                  <C>                <C>
Revenues ..........................................       $ 141,715        $ 133,875            $ 276,718          $ 264,383

Operating expenses (including amounts related
    to The Wackenhut Corporation ("TWC") of $4,936,
    $3,125, $10,075 and $5,722) ...................         126,862          121,835              250,932            238,540

Depreciation and amortization .....................           2,277            1,806                4,734              3,888
                                                          ---------        ---------            ---------          ---------

    Contribution from operations ..................          12,576           10,234               21,052             21,955

G&A expense (including amounts related to
    TWC of $781, $954, $1,566 and $1,880) .........           6,159            5,154               12,092             11,306
                                                          ---------        ---------            ---------          ---------

    Operating income ..............................           6,417            5,080                8,960             10,649

Interest income (including amounts related to
     TWC of $3, $28, $5 and $28) ..................             531              741                1,123              1,440

Interest expense (including amounts related to
    TWC of $13, $33, $28, and $53) ................            (268)            (252)                (631)              (412)

Other income ......................................              --              640                   --                640
                                                          ---------        ---------            ---------          ---------

Income before income taxes and equity in earnings
    of affiliates .................................           6,680            6,209                9,452             12,317

Provision for income taxes ........................           2,568            2,490                3,650              4,939
                                                          ---------        ---------            ---------          ---------

Income before equity in earnings of affiliates ....           4,112            3,719                5,802              7,378

Equity in earnings of affiliates, net of income
tax provision of $807, $740, $1,435 and $1,496 ....           1,211            1,119                2,153              2,249
                                                          ---------        ---------            ---------          ---------
Net income ........................................       $   5,323        $   4,838            $   7,955          $   9,627
                                                          =========        =========            =========          =========

Basic earnings per share ..........................       $    0.25        $    0.23            $    0.38          $    0.45
                                                          =========        =========            =========          =========
Basic weighted average shares outstanding .........          21,026           21,011               21,019             21,207
                                                          =========        =========            =========          =========

Diluted earnings per share ........................       $    0.25        $    0.23            $    0.37          $    0.45
                                                          =========        =========            =========          =========
Diluted weighted average shares outstanding .......          21,246           21,142               21,211             21,360
                                                          =========        =========            =========          =========
</TABLE>



        The accompanying notes to consolidated financial statements are
                     an integral part of these statements.



                                  Page 3 of 20
<PAGE>   4


                        WACKENHUT CORRECTIONS CORPORATION

                           CONSOLIDATED BALANCE SHEETS
                       JULY 1, 2001 AND DECEMBER 31, 2000
                        (IN THOUSANDS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>

                                                                      JULY 1, 2001               DECEMBER 31, 2000
                                                                --------------------------    -------------------------
                                                                       (UNAUDITED)

<S>                                                                        <C>                      <C>
ASSETS
Current Assets:
     Cash and cash equivalents .............................               $  34,200                $  33,821
     Accounts receivable, less allowance for doubtful
          accounts of $2,517 and $1,262 ....................                  72,974                   80,508
     Deferred income tax asset .............................                   5,063                    4,124
     Other .................................................                  12,127                   11,184
                                                                           ---------                ---------
                  Total current assets .....................                 124,364                  129,637

Property and equipment, net ................................                  54,203                   54,620
Investments in and advances to affiliates ..................                  22,281                   30,610
Goodwill, net ..............................................                   1,175                    1,398
Deferred income tax asset ..................................                   1,108                    1,963
Other ......................................................                   6,958                    5,343
                                                                           ---------                ---------
                                                                           $ 210,089                $ 223,571
                                                                           =========                =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
     Accounts payable ......................................               $  14,624                $  18,351
     Accrued payroll and related taxes .....................                  14,664                   12,744
     Accrued expenses ......................................                  41,100                   39,548
     Current portion of deferred revenue ...................                   2,846                    2,993
                                                                           ---------                ---------
                  Total current liabilities ................                  73,234                   73,636
                                                                           ---------                ---------
Long-term debt .............................................                      --                   10,000
Deferred revenue ...........................................                  11,269                   12,771
Other ......................................................                   1,995                       --
Commitments and contingencies (Note 6)
Shareholders' equity:
     Preferred stock, $.01 par value,
         10,000,000 shares authorized ......................                      --                       --
     Common stock, $.01 par value,
         30,000,000 shares authorized,
         21,057,224 and 21,013,024 shares
         issued and outstanding ............................                     211                      210
     Additional paid-in capital ............................                  62,341                   61,992
     Retained earnings .....................................                  78,412                   70,457
     Accumulated other comprehensive loss ..................                 (17,373)                  (5,495)
                                                                           ---------                ---------
                  Total shareholders' equity ...............                 123,591                  127,164
                                                                           ---------                ---------
                                                                           $ 210,089                $ 223,571
                                                                           =========                =========
</TABLE>


        The accompanying notes to consolidated financial statements are
                   an integral part of these balance sheets.



                                  Page 4 of 20
<PAGE>   5


                        WACKENHUT CORRECTIONS CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                         FOR THE TWENTY-SIX WEEKS ENDED
                          JULY 1, 2001 AND JULY 2, 2000
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                        TWENTY-SIX WEEKS ENDED
                                                                            -----------------------------------------------
                                                                                 JULY 1, 2001               JULY 2, 2000
                                                                            ------------------------    --------------------
<S>                                                                                    <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net income ........................................................           $  7,955            $  9,627
         Adjustments to reconcile net income to net cash
         provided by operating activities--
              Depreciation and amortization expense ........................              4,734               3,888
              Deferred tax (benefit) .......................................                (84)               (728)
              Tax benefit related to employee stock options ................                168                  --
              Provision for bad debts ......................................              1,940                 859
              Gain on sale of loans receivable .............................                 --                (640)
              Equity in earnings of affiliates .............................             (2,153)             (2,249)

         Changes in assets and liabilities --
         (Increase) decrease in assets:
              Accounts receivable ..........................................              4,602                 447
              Other current assets .........................................             (1,572)               (646)
              Other assets .................................................             (1,602)             (3,593)

         Increase (decrease) in liabilities:
              Accounts payable and accrued expenses ........................             (2,275)              7,893
              Accrued payroll and related taxes ............................              2,107                 793
              Deferred revenue .............................................             (1,649)               (591)
              Other liabilities ............................................              1,995                  --
                                                                                       --------            --------
              NET CASH PROVIDED BY OPERATING ACTIVITIES ....................             14,166              15,060
                                                                                       --------            --------
CASH FLOWS FROM INVESTING ACTIVITIES:
         Investments in affiliates .........................................                (30)             (1,135)
         Repayments of investments in affiliates ...........................              2,888                 157
         Proceeds from the sale of loans receivable ........................                 --               2,461
         Capital expenditures ..............................................             (4,577)            (14,864)
                                                                                       --------            --------
              NET CASH USED IN INVESTING ACTIVITIES ........................             (1,719)            (13,381)
                                                                                       --------            --------
CASH FLOWS FROM FINANCING ACTIVITIES:
         Advances to The Wackenhut Corporation .............................             15,493              31,903
         Repayments from The Wackenhut Corporation .........................            (15,493)            (31,903)
         Proceeds from long-term debt ......................................                 --               9,000
         Payments of long-term debt ........................................            (10,000)                 --
         Proceeds from exercise of stock options ...........................                182                  --
         Repurchase of common stock ........................................                 --              (4,933)
                                                                                       --------            --------
              NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ..........             (9,818)              4,067
                                                                                       --------            --------
Effect of exchange rate changes on cash ....................................             (2,250)             (1,037)
Net increase in cash .......................................................                379               4,709
Cash, beginning of period ..................................................             33,821              41,029
                                                                                       --------            --------
CASH, END OF PERIOD ........................................................           $ 34,200            $ 45,738
                                                                                       ========            ========
SUPPLEMENTAL DISCLOSURES:
         Cash paid for income taxes ........................................           $  1,201            $  4,543
                                                                                       ========            ========
         Cash paid for interest ............................................           $    366            $     80
                                                                                       ========            ========
</TABLE>


        The accompanying notes to consolidated financial statements are
                     an integral part of these statements.



                                  Page 5 of 20
<PAGE>   6


                        WACKENHUT CORRECTIONS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       SIGNIFICANT ACCOUNTING POLICIES

The accounting policies followed for the quarterly financial reporting are the
same as those disclosed in the Notes to Consolidated Financial Statements
included in the Company's Form 10-K filed with the Securities and Exchange
Commission on March 26, 2001 for the fiscal year ended December 31, 2000.

The Company adopted Statement of Financial Accounting Standards No.133 ("SFAS
133 "), "Accounting for Derivative Instruments and Hedging Activities", as
amended by SFAS No.137 and 138, on January 1, 2001. The Statement establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. SFAS 133 requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge accounting criteria are
met. The Company's 50% owned equity affiliate operating in the United Kingdom
has entered into interest rate swaps to fix the interest rate it receives on its
variable rate credit facility. Management of the Company has determined the
swaps to be effective cash flow hedges. Accordingly, the Company recorded its
share of the affiliate's change in other comprehensive income as a result of
applying SFAS 133. As of July 1, 2001, the swaps approximated $9 million which
is reflected as a reduction in shareholders' equity in the Company's financial
statements for the quarter ended July 1, 2001.

In June 2001, the FASB issued Statement of Financial Accounting Standards No.
141 ("SFAS 141"), "Business Combinations." SFAS 141 addresses financial
accounting and reporting for business combinations and supercedes APB No. 16,
"Business Combinations" and SFAS No. 38 " Accounting for Preacquistion
Contingencies of Purchased Enterprises." All business combinations in the scope
of SFAS 141 are to be accounted for under the purchase method. SFAS 141 is
effective June 30, 2001. The adoption of SFAS 141 did not have an impact on the
Company's financial position, results of operations or cash flows.

In June 2001, the FASB also issued SFAS 142, "Goodwill and Other Intangible
Assets." SFAS 142 addresses financial accounting and reporting for intangible
assets acquired individually or with a group of other assets (but not those
acquired in a business combination) at acquisition. SFAS 142 also addresses
financial accounting and reporting for goodwill and other intangible assets
subsequent to their acquisition. With the adoption of SFAS 142, goodwill is no
longer subject to amortization. Rather, goodwill will be subject to at least an
annual assessment for impairment by applying a fair value based test. The
impairment loss is the amount, if any, by which the implied fair value of
goodwill is less than the carrying or book value. SFAS 142 is effective for
fiscal years beginning after December 15, 2001. Impairment loss for goodwill
arising from the initial application of SFAS 142 is to be reported as resulting
from a change in accounting principle. The Company is currently assessing the
impact of adopting SFAS 142, but does not believe the impact will be material to
its financial position, results of operations or cash flows in the year of
adoption.


                                  Page 6 of 20
<PAGE>   7


                        WACKENHUT CORRECTIONS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

2.       DOMESTIC AND INTERNATIONAL OPERATIONS

A summary of domestic and international operations is presented below (dollars
in thousands):

<TABLE>
<CAPTION>

                                               THIRTEEN WEEKS ENDED                         TWENTY-SIX WEEKS ENDED
                                         --------------------------------------     --------------------------------------
                                            JULY 1, 2001        JULY 2, 2000           JULY 1, 2001        JULY 2, 2000
                                         ------------------- -------------------    ------------------- -------------------

<S>                                           <C>                 <C>                    <C>                    <C>
REVENUES
       Domestic operations ....               $115,630            $105,115               $226,332               $207,312
       International operations                 26,085              28,760                 50,386                 57,071
                                              --------            --------               --------               --------
        Total revenues ........               $141,715            $133,875               $276,718               $264,383
                                              ========            ========               ========               ========

OPERATING INCOME
      Domestic operations .....               $  5,506            $  2,273               $  6,771               $  3,924
      International operations                     911               2,807                  2,189                  6,725
                                              --------            --------               --------               --------
         Total operating income               $  6,417            $  5,080               $  8,960               $ 10,649
                                              ========            ========               ========               ========
</TABLE>



                                                       AS OF
                                           -----------------------------------
                                           JULY 1, 2001      DECEMBER 31, 2000
                                           -------------     -----------------
LONG-LIVED ASSETS
      Domestic operations ......               $48,493               $48,274
      International operations .                 5,710                 6,346
                                               -------               -------
         Total long-lived assets               $54,203               $54,620
                                               =======               =======


Long-lived assets consist of property, plant and equipment.

The Company has affiliates (50% or less owned) that provide correctional and
detention facilities management, home monitoring and court escort services in
the United Kingdom. The following table summarizes certain financial information
pertaining to these unconsolidated foreign affiliates, on a combined basis
(dollars in thousands).

                                           TWENTY-SIX WEEKS ENDED
                                   -------------------------------------------
                                      JULY 1, 2001            JULY 2, 2000
                                   -------------------   ---------------------
STATEMENT OF OPERATIONS DATA
Revenues ...................               $ 70,229               $ 72,114
Operating income ...........                 13,767                 15,639
Net income .................                  4,556                  4,498

BALANCE SHEET DATA
Current Assets .............               $ 58,937               $ 60,531
Noncurrent Assets ..........                287,351                248,561
Current liabilities ........                 34,581                 29,467
Noncurrent liabilities .....                283,165                258,685
Stockholders' equity .......                 28,542                 20,940



                                  Page 7 of 20
<PAGE>   8



                        WACKENHUT CORRECTIONS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


2.       DOMESTIC AND INTERNATIONAL OPERATIONS (CONTINUED)

In addition, during the later part of 2000, the Company began developing a
correctional facility and preparing for facility operation in South Africa
through 50% owned affiliates. The following table summarizes certain financial
information pertaining to these unconsolidated foreign affiliates, on a combined
basis (dollars in thousands).

                                           TWENTY-SIX WEEKS ENDED
                                               JULY 1, 2001
                                           ---------------------
STATEMENT OF OPERATIONS DATA
Revenues ...................                    $     --
Operating loss .............                        (377)
Net loss ...................                        (250)

BALANCE SHEET DATA

Current Assets .............                    $  5,523
Noncurrent Assets ..........                      30,535
Current liabilities ........                          49
Noncurrent liabilities .....                      29,684
Stockholders' equity .......                       6,325

3.       COMPREHENSIVE INCOME (LOSS)

Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive
Income," establishes standards for reporting and display of comprehensive income
and its components in financial statements. The components of the Company's
comprehensive income are as follows (dollars in thousands):

<TABLE>
<CAPTION>

                                                      THIRTEEN WEEKS ENDED                     TWENTY-SIX WEEKS ENDED
                                              --------------------------------------    --------------------------------------
                                                JULY 1, 2001         JULY 2, 2000         JULY 1, 2001         JULY 2, 2000
                                              -----------------    -----------------    -----------------    -----------------
<S>                                               <C>                  <C>                <C>                <C>
Net income ................................       $  5,323             $  4,838           $  7,955           $  9,627
Foreign currency translation adjustments,
    net of income tax (expense) benefit of
    ($416), $191, $1,879 and $1,268,
    respectively ..........................            624                 (285)            (2,819)            (1,894)
Cumulative effect of change in accounting
    principle related to affiliate's
    derivative instruments, net of income
    tax benefit of $--, $--, $8,062, $--,
    respectively ..........................             --                   --            (12,093)                --
Unrealized gain (loss) on affiliate's
    derivative instruments, net of income
    tax expense of $3,253, $--, $2,023,
    $--, respectively .....................          4,879                   --              3,034                 --
                                                  --------             --------           --------           --------
Comprehensive income (loss) ...............       $ 10,826             $  4,553           $ (3,923)          $  7,733
                                                  ========             ========           ========           ========

</TABLE>


                                  Page 8 of 20
<PAGE>   9


                        WACKENHUT CORRECTIONS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

4.       EARNINGS PER SHARE

The following table shows the amounts used in computing earnings per share (EPS)
in accordance with Statement of Financial Accounting Standards No. 128 and the
effects on income and the weighted average number of shares of potential
dilutive common stock (in thousands except per share data).

<TABLE>
<CAPTION>

                                               THIRTEEN WEEKS ENDED                      TWENTY-SIX WEEKS ENDED
                                       --------------------------------------     -------------------------------------
                                         JULY 1, 2001         JULY 2, 2000         JULY 1, 2001         JULY 2, 2000
                                       -----------------    -----------------     ----------------     ----------------
<S>                                          <C>                <C>                   <C>                   <C>
Net Income ...................               $ 5,323            $ 4,838               $ 7,955               $ 9,627

Basic earnings per share:
Weighted average shares
  outstanding ................                21,026             21,011                21,019                21,207
                                             =======            =======               =======               =======
Per share amount .............               $  0.25            $  0.23               $  0.38               $  0.45
                                             =======            =======               =======               =======
Diluted earnings per share:
Weighted average shares
  outstanding ................                21,026             21,011                21,019                21,207
Effect of dilutive securities:
Employee and director stock
  options ....................                   220                131                   192                   153
                                             -------            -------               -------               -------
Weighted average shares
  assuming dilution ..........                21,246             21,142                21,211                21,360
                                             =======            =======               =======               =======
Per share amount .............               $  0.25            $  0.23               $  0.37               $  0.45
                                             =======            =======               =======               =======

</TABLE>


Options to purchase 521,000 shares of the Company's common stock, with exercise
prices ranging from $13.75 to $26.88 per share and expiration dates between 2005
and 2009, were outstanding at the thirteen weeks ended July 1, 2001, but were
not included in the computation of diluted EPS because their effect would be
anti-dilutive if exercised. At the thirteen weeks ended July 2, 2000,
outstanding options to purchase 1,051,200 shares of the Company's common stock,
with exercise prices ranging from $7.88 to $26.88 and expiration dates between
2005 and 2010, were also excluded from the computation of diluted EPS because
their effect would be anti-dilutive if exercised.

Options to purchase 629,000 shares of the Company's common stock, with exercise
prices ranging from $11.88 to $26.88 per share and expiration dates between 2005
and 2011, were outstanding at the twenty-six weeks ended July 1, 2001, but were
not included in the computation of diluted EPS because their effect would be
anti-dilutive if exercised. At the twenty-six weeks ended July 2, 2000,
outstanding options to purchase 766,200 shares of the Company's common stock,
with exercise prices ranging from $11.88 to $26.88 and expiration dates between
2005 and 2009, were also excluded from the computation of diluted EPS because
their effect would be anti-dilutive if exercised.



                                  Page 9 of 20
<PAGE>   10


                        WACKENHUT CORRECTIONS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


5.       LONG-TERM DEBT

In December 1997, the Company entered into a five-year, $30.0 million
multi-currency revolving credit facility with a syndicate of banks, the proceeds
of which may be used for working capital, acquisitions and general corporate
purposes. The credit facility also includes a letter of credit facility of up to
$5.0 million for the issuance of standby letters of credit. Indebtedness under
this facility bears interest at the alternate base rate (defined as the higher
of prime rate or federal funds plus 0.5%) or LIBOR plus 150 to 250 basis points,
depending upon fixed charge coverage ratios. The facility requires the Company
to, among other things, maintain a maximum leverage ratio; minimum fixed charge
coverage ratio; and a minimum tangible net worth. The facility also limits
certain payments and distributions. At July 1, 2001, no amount was outstanding
under this facility. In addition, at July 1, 2001, the Company had six standby
letters of credit in an aggregate amount of approximately $2.8 million.
Availability related to these instruments at July 1, 2001 was $30.0 million. At
July 1, 2001, the Company also had twelve letters of guarantee totaling
approximately $12.6 million under separate international facilities.

6.       COMMITMENTS AND CONTINGENCIES

The Company previously disclosed that the Travis County, Texas District Attorney
was reviewing certain Company documents related to the operation of the
Company's facility in Travis County, Texas. The Company no longer operates the
facility and has no further information related to the document review.

During the third quarter of 2000, the Company recorded an operating charge of
$3.8 million ($2.3 million after tax) related to the lease of the 276-bed Jena
Juvenile Justice Center in Jena, Louisiana, which had been vacated. The charge
represented the expected losses to be incurred under the lease agreement with
Correctional Properties Trust ("CPV"), including lease costs and property taxes
for the second half of 2000 and all of 2001. At that time, management estimated
the Jena Facility would remain inactive through the end of 2001.

In June 2001, the Louisiana State Senate passed a resolution requesting the
Louisiana Department of Public Safety and Corrections to enter into discussions
and negotiations regarding the potential purchase of a facility in LaSalle
Parish. Subsequently, the State and the Company in coordination with CPV began
discussions regarding the sale of the Jena Facility located in LaSalle Parish.

In addition to these activities, the Company is continuing its efforts to
sublease or find an alternative correctional use for the Facility including a
sale of the Facility to a Federal agency. There can be no assurance that the
Company and CPV will be able to successfully negotiate with any of these
entities for the final sale or alternate use of the Facility. In the event the
Facility is sold or subleased at a loss, the Company would be required to
compensate CPV for such loss. If CPV does not complete a sale of the Facility
prior to December 30, 2001 or if the Company is unable to sublease or find an
alternative correctional use for the Facility during 2001, an additional charge
related to the Facility would be required. The Company estimates the impact of
any delay past December 30, 2001 to be approximately $2 million per year during
the period in which the Facility is expected to be vacant. The Company's total
remaining obligation under the lease agreement is approximately $16 million.



                                 Page 10 of 20
<PAGE>   11

                        WACKENHUT CORRECTIONS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

6.       COMMITMENTS AND CONTINGENCIES (CONTINUED)

On June 30, 2001, the Company's contract with the Arkansas Board of Correction
and Community Punishment and the Arkansas Department of Correction for the
management of the Grimes and McPherson correctional facilities expired and the
contract was discontinued by mutual agreement between the client and the
Company. Costs associated with the expiration of the contract were not
significant. Management believes that the expiration of the contract will not
have a material negative financial impact on the Company's future results of
operations or cash flows.

On July 11, 2001 the Company issued a 120-day notice to the Delaware County
Board of Prison Inspectors, pursuant to the terms of its contract, to
discontinue its operation of the George W. Hill Correctional Facility located in
Thornton, Pennsylvania effective November 11, 2001. Costs associated with the
discontinuation of this contract are not expected to be significant. The Company
does not expect the discontinuation of the management contract to have a
significant adverse impact on the Company's future results of operations or cash
flows.

In December 1997, the Company entered into a $220 million operating lease
facility established to acquire and develop new correctional institutions used
in its business. As a condition of this facility, the Company unconditionally
agreed to guarantee certain obligations of First Security Bank, National
Association, a party to the operating lease facility. These obligations include,
among other things, amounts equal to 88% of amounts outstanding under the
operating lease facility.

7.       RETIREMENT AND DEFERRED COMPENSATION PLANS

During the quarter ending July 1, 2001, the Company established non-qualified
deferred compensation agreements with certain senior executives providing for
fixed annual benefits ranging from $150,000 to $250,000 payable upon retirement
at age 60 for a period of 25 years. In the event of death before retirement,
annual benefits are paid to beneficiaries for a period of 12.5 years. Currently,
the plan is not funded. The Company purchases and is the beneficiary of life
insurance policies for each participant enrolled in the plan. The cost of these
agreements is being charged to expense and accrued using a present value method
over the expected terms of employment. The related accumulated benefit
obligation is included in other liabilities on the accompanying consolidated
balance sheet.



                                 Page 11 of 20
<PAGE>   12


                        WACKENHUT CORRECTIONS CORPORATION

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

FINANCIAL CONDITION

Reference is made to Part II, Item 7 of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000, filed with the Securities and
Exchange Commission on March 26, 2001, for further discussion and analysis of
information pertaining to the Company's results of operations, liquidity and
capital resources.

FORWARD-LOOKING STATEMENTS: The management's discussion and analysis of
financial condition and results of operations and the Company's August 2, 2001
earnings press release contain forward-looking statements that are based on
current expectations, estimates and projections about the industry in which the
Company operates. This section of the quarterly report also includes
management's beliefs and assumptions made by management. Words such as
"expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates",
and variations of such words and similar expressions are intended to identify
such forward-looking statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions ("Future
Factors") which are difficult to predict. Therefore, actual outcomes and results
may differ materially from what is expressed or forecasted in such
forward-looking statements. The Company undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.

Future Factors include, but are not limited to, (1) the Company's ability to
timely open facilities as planned, profitably manage such facilities and
successfully integrate such facilities into the Company without substantial
costs; (2) the instability of foreign exchange rates, exposing the Company to
currency risks in Australia, New Zealand, South Africa and the United Kingdom;
(3) an increase in unreimbursed labor rates; (4) the Company's ability to expand
correctional services and diversify its services in the mental health services
market; (5) the Company's ability to win management contracts for which it has
submitted proposals and to retain existing management contracts; (6) the
Company's ability to raise capital given the short-term nature of the customers'
commitment to the use of the Company's facilities; (7) the Company's ability to
expand its core capabilities pursuant to its organizational restructuring
program implemented in 2000; (8) the Company's ability to sub-lease or
coordinate the sale of the Jena, Louisiana Facility with CPV; (9) the Company's
ability to timely terminate services with the Delaware County Board of Prison
Inspectors without substantial costs; (10) the Company's ability to project the
size and growth of the U.S. privatized corrections industry; (11) the Company's
ability to estimate the government's level of dependency on privatization; (12)
the Company's ability to create long-term earnings visibility; (13) the
Company's ability to obtain future low-interest financing; (14) the Company's
exposure to rising general liability and workers' compensation insurance costs;
and (15) other future factors including, but not limited to, increasing price
and product/service competition by foreign and domestic competitors, including
new entrants; rapid technological developments and changes; the ability to
continue to introduce competitive new products and services on a timely, cost
effective basis; the mix of products/services; the achievement of lower costs
and expenses; domestic and foreign governmental and public policy changes
including environmental regulations; protection and validity of patent and other
intellectual property rights; reliance on large customers; technological,
implementation and cost/financial risks in increasing use of large, multi-year
contracts; the outcome of pending and future litigation and governmental
proceedings and continued availability of financing; financial instruments and
financial resources in the amounts, at the times and on the terms required to
support the Company's future business and other factors contained in the
Company's Securities and Exchange Commission filings, including the prospectus
dated January 23, 1996, and its current Form 10-K, 10-Q and 8-K reports.



                                 Page 12 of 20
<PAGE>   13


                        WACKENHUT CORRECTIONS CORPORATION

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents at July 1, 2001 of $34.2 million increased $0.4
million from December 31, 2000. Cash provided by operating activities amounted
to $14.2 million in the twenty-six weeks ended July 1, 2001 ("First Half 2001")
versus cash provided by operating activities of $15.1 million in twenty-six
weeks ended July 2, 2000 ("First Half 2000") primarily reflecting a decline in
net income.

Cash used in investing activities amounted to $1.7 million in the First Half
2001 compared to $13.4 million in the First Half 2000. The change is primarily a
result of fewer capital expenditures in the First Half 2001. In the First Half
2000, the Company also recognized a gain from the sale of a portion of the
Company's loan receivable from an overseas affiliate.

Cash used in financing activities in the First Half 2001 amounted to $9.8
million compared to cash provided by financing activities of $4.1 million in the
First Half 2000. The change is due primarily to the Company repaying $10.0
million of its long-term debt as compared to proceeds received by the Company of
$9.0 million in the First Half 2000.

Working capital decreased from $56.0 million at December 31, 2000 to $51.1
million at the end of the Second Quarter of 2001 primarily due to the paydown of
the Company's long-term debt.

The Company's access to capital and ability to compete for future capital
intensive projects is dependent upon, among other things, its ability to meet
certain financial covenants included in the $220 million operating lease
facility and the Company's $30 million revolving credit facility. A substantial
decline in the Company's financial performance as a result of an increase in
operational expenses relative to revenue could negatively impact the Company's
ability to meet these covenants, and could therefore, limit the Company's access
to capital.

As of July 1, 2001, the Company had no amount outstanding on its $30 million
revolving credit facility for the funding of construction projects. As of July
1, 2001, approximately $154.3 million of the Company's $220 million operating
lease facility, established to acquire and develop new correctional facilities,
was outstanding for completed properties. Currently there are no properties
under development and the Company has available capacity of approximately $23
million remaining under the operating lease facility. The Company is exploring
other financing alternatives for future project development such as the sale of
facilities to government entities, the third-party sale and leaseback of
facilities, and the issuance of taxable or nontaxable bonds by local government
entities.

The Company adopted Statement of Financial Accounting Standards No. 133 ("SFAS
133"), "Accounting for Derivative Instruments and Hedging Activities", as
amended by SFAS No. 137 and 138, on January 1, 2001. The Statement establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. SFAS 133 requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge accounting criteria are
met. The Company's 50% owned equity affiliate operating in the United Kingdom
has entered into interest rate swaps to fix the interest rate it receives on its
variable rate credit facility. Management of the Company has determined the
swaps to be effective cash flow hedges. Accordingly, the Company recorded its
share of the affiliate's change in other comprehensive income as a result of
applying SFAS 133. As of July 1, 2001, the swaps approximated $9 million which
is reflected as a reduction in shareholders' equity in the Company's financial
statements for the quarter ended July 1, 2001.



                                 Page 13 of 20
<PAGE>   14


                        WACKENHUT CORRECTIONS CORPORATION

In June 2001, the FASB issued Statement of Financial Accounting Standards No.
141 ("SFAS 141"), "Business Combinations." SFAS 141 addresses financial
accounting and reporting for business combinations and supercedes APB No. 16,
"Business Combinations" and SFAS No. 38 " Accounting for Preacquistion
Contingencies of Purchased Enterprises." All business combinations in the scope
of SFAS 141 are to be accounted for under the purchase method. SFAS 141 is
effective June 30, 2001. The adoption of SFAS 141 did not have an impact on the
Company's financial position, results of operations or cash flows.

In June 2001, the FASB also issued SFAS 142, "Goodwill and Other Intangible
Assets." SFAS 142 addresses financial accounting and reporting for intangible
assets acquired individually or with a group of other assets (but not those
acquired in a business combination) at acquisition. SFAS 142 also addresses
financial accounting and reporting for goodwill and other intangible assets
subsequent to their acquisition. With the adoption of SFAS 142, goodwill is no
longer subject to amortization. Rather, goodwill will be subject to at least an
annual assessment for impairment by applying a fair value based test. The
impairment loss is the amount, if any, by which the implied fair value of
goodwill is less than the carrying or book value. SFAS 142 is effective for
fiscal years beginning after December 15, 2001. Impairment loss for goodwill
arising from the initial application of SFAS 142 is to be reported as resulting
from a change in accounting principle. The Company is currently assessing the
impact of adopting SFAS 142, but does not believe the impact will be material to
its financial position, results of operations or cash flows in the year of
adoption.

RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
Company's consolidated financial statements and the notes thereto.

COMPARISON OF THIRTEEN WEEKS ENDED JULY 1, 2001 AND THIRTEEN WEEKS ENDED JULY 2,
2000

Revenues increased by 5.9% to $141.7 million in the thirteen weeks ended July 1,
2001 ("Second Quarter 2001") from $133.9 million in the thirteen weeks ended
July 2, 2000 ("Second Quarter 2000"). The increase in revenues is the result of
new facility openings offset by lower construction revenue, closure of one
facility and lower mandays at the Department of Immigration and Multicultural
Affairs ("DIMA") facilities. Specifically, revenue increased approximately $18.4
million in Second Quarter 2001 compared to Second Quarter 2000 due to increased
compensated resident days resulting from the opening of two facilities in 2000,
(Auckland Central Remand Prison, Auckland, New Zealand in July 2000 and the
Western Region Detention Facility at San Diego, San Diego, California in July
2000) and the opening of two facilities in 2001 (Val Verde Correctional
Facility, Del Rio, Texas in January 2001 and the Rivers Correctional
Institution, Winton, North Carolina in March 2001). Revenues decreased by
approximately $8.2 million in the Second Quarter 2001 compared to the Second
Quarter 2000 due to the substantial completion of construction of South Florida
State Hospital. Revenues also decreased by approximately $5.9 million in Second
Quarter 2001 compared to the same period in 2000 due to the cessation of
operations at the Jena Juvenile Justice Center and a decline in mandays at the
DIMA facilities. The balance of the increase in revenues was attributable to
facilities open during all of both periods.

The number of compensated resident days in domestic facilities increased to
2,358,801 in Second Quarter 2001 from 2,163,793 in Second Quarter 2000. The
average facility occupancy in domestic facilities decreased to 96.8% of capacity
in Second Quarter 2001 compared to 97.2% in Second Quarter 2000 due primarily to
the termination of the Jena Juvenile Justice Center contract. Compensated
resident days in Australian facilities decreased to 446,418 from 513,205 for the
comparable periods primarily due to lower compensated resident days at the DIMA
facilities.



                                 Page 14 of 20
<PAGE>   15


                        WACKENHUT CORRECTIONS CORPORATION

Operating expenses increased by 4.1% to $126.9 million in Second Quarter 2001
compared to $121.8 million in Second Quarter 2000. As a percentage of revenues,
operating expenses decreased to 89.5% in Second Quarter 2001 from 91.0% in the
comparable period in 2000. The increase in operating expenses primarily
reflected the four facilities that were opened in 2001 and 2000, as described
above. Additionally, there are secondary factors contributing to the increase
including expenses related to construction activities, increases in general and
comprehensive liability insurance premiums and increases in utility costs.

Casualty insurance related to workers' compensation, general liability and
automobile insurance coverage is provided by an independent insurer. A portion
of this coverage is reinsured by an insurance subsidiary of TWC. Insurance rates
are based on the Company's loss experience and are prospectively adjusted from
time-to-time based on this loss experience.

The Company continues to incur increasing insurance costs due to adverse claims
experience. The Company is implementing a strategy to improve the management of
future loss claims incurred by the Company but can provide no assurances that
this strategy will be successful. The Company anticipates significant increased
insurance costs during the third and fourth quarters of 2001. These increases
could adversely impact the Company's 2001 results of operations and cash flows.

Depreciation and amortization increased by 26.1% to $2.3 million in Second
Quarter 2001 from $1.8 million in Second Quarter 2000. As a percentage of
revenues, depreciation and amortization increased to 1.6% in Second Quarter 2001
from 1.3% in the Second Quarter in 2000. This increase is primarily attributable
to leasehold improvements at the New Mexico, Oklahoma and San Diego facilities
and additional operational assets.

Contribution from operations increased 22.9% to $12.6 million in Second Quarter
2001 from $10.2 million in Second Quarter 2000. As a percentage of revenue,
contribution from operations increased to 8.9% in Second Quarter 2001 from 7.6%
in Second Quarter 2000. This increase is primarily the result of the activation
of newly constructed facilities as discussed above, the decline in construction
activity and improved financial performance at a number of additional
facilities.

General and administrative expenses increased by 19.5% to $6.2 million in Second
Quarter 2001 from $5.2 million in Second Quarter 2000. As a percentage of
revenue, general and administrative expenses increased to 4.3% in Second Quarter
2001 from 3.8% in Second Quarter 2000. The increase reflects costs primarily
related to additional infrastructure.

Interest income was $0.5 million during the Second Quarter 2001 compared to $0.7
million in Second Quarter 2000 resulting from a decrease in invested cash and a
reduction in interest earnings from subordinated debt as well as lower interest
rates since the beginning of the year.

Interest expense was $0.3 million during the Second Quarter 2001 and Second
Quarter 2000.

Other income in Second Quarter 2000 of $0.6 million represents the one-time gain
from the sale of subordinated debt with an international joint venture. There
was no such activity in the second quarter 2001.

Provision for income taxes increased to $2.6 million in Second Quarter 2001 from
$2.5 million in Second Quarter 2000 due to higher taxable income. This was
offset by a lower effective tax rate.

Equity in earnings of affiliates, net of income tax provision increased to $1.2
million in Second Quarter 2001 from $1.1 million in Second Quarter 2000.


                                 Page 15 of 20
<PAGE>   16


                        WACKENHUT CORRECTIONS CORPORATION

COMPARISON OF TWENTY-SIX WEEKS ENDED JULY 1, 2001 AND TWENTY-SIX WEEKS ENDED
JULY 2, 2000:

Revenues increased by 4.7% to $276.7 million in the twenty-six weeks ended July
1, 2001 from $264.4 million in the twenty-six weeks ended July 2, 2000. The
increase in revenues is the result of new facility openings offset by lower
construction revenue, closure of one facility and lower mandays at the DIMA
facilities. Specifically, revenue increased approximately $31.1 million in First
Half 2001 compared to First Half 2000 due to increased compensated resident days
resulting from the opening of two facilities in 2000, (Auckland Central Remand
Prison, Auckland, New Zealand in July 2000 and the Western Region Detention
Facility at San Diego, San Diego, California in July 2000) and the opening of
two facilities in 2001 (Val Verde Correctional Facility, Del Rio, Texas in
January 2001 and the Rivers Correctional Institution, Winton, North Carolina in
March 2001). Revenues decreased by approximately $12.3 million in the First Half
2001 compared to the First Half 2000 due to the substantial completion of
construction of South Florida State Hospital. Revenues also decreased by
approximately $13.7 million in First Half 2001 compared to the same period in
2000 due to the cessation of operations at the Jena Juvenile Justice Center and
a decline in mandays at the DIMA facilities. The balance of the increase in
revenues was attributable to facilities open during all of both periods and
increases in per diem rates.

The number of compensated resident days in domestic facilities increased to
4,654,026 in First Half 2001 from 4,329,665 in First Half 2000. The average
facility occupancy in domestic facilities slightly decreased to 96.8% of
capacity in First Half 2001 compared to 97.3% in First Half 2000 due primarily
to the termination of the Jena Juvenile Justice Center contract. Compensated
resident days in Australian facilities decreased to 896,417 from 999,551 for the
comparable period primarily due to lower compensated resident days at the DIMA
facilities.

Operating expenses increased by 5.2% to $250.9 million in First Half 2001
compared to $238.5 million in First Half 2000. As a percentage of revenues,
operating expenses increased to 90.7% in First Half 2001 from 90.2% in the
comparable period in 2000. The increase in operating expenses primarily reflects
$3.5 million in start-up costs related to the opening of the Val Verde, Texas
and Winton, North Carolina facilities in the First Quarter 2001, as well as a
full quarter of operating expenses related to these facilities and two full
quarters of operating expenses for the facilities opened in July 2000.
Additionally, there are secondary factors contributing to the increase including
expenses related to construction activities, increases in general and
comprehensive liability insurance premiums and increases in utility costs.

Casualty insurance related to workers' compensation, general liability and
automobile insurance coverage is provided by an independent insurer. A portion
of this coverage is reinsured by an insurance subsidiary of TWC. Insurance rates
are based on the Company's loss experience and are prospectively adjusted from
time-to-time based on this loss experience.

The Company continues to incur increasing insurance costs due to adverse claims
experience. The Company is implementing a strategy to improve the management of
future loss claims incurred by the Company but can provide no assurances that
this strategy will be successful. The Company anticipates significant increased
insurance costs during the third and fourth quarters of 2001. These increases
could adversely impact the Company's 2001 results of operations and cash flows.

Depreciation and amortization increased by 21.8% to $4.7 million in the First
Half 2001 from $3.9 million in the First Half 2000. As a percentage of revenue,
depreciation and amortization increased to 1.7% from 1.5%. This increase is
primarily attributable to leasehold improvements at the New Mexico, Oklahoma and
San Diego facilities and additional operational assets.


                                 Page 16 of 20
<PAGE>   17


                        WACKENHUT CORRECTIONS CORPORATION

Contributions from operations decreased by 4.1% to $21.1 million in First Half
2001 from $22.0 million in First Half 2000. As a percentage of revenue,
contribution from operations decreased to 7.6% in First Half 2001 from 8.3% in
First Half 2000. As discussed above, this decrease is primarily attributable to
the factors impacting the increase in operating expenses and depreciation and
amortization expenses.

General and administrative expenses increased by 7.0% to $12.1 million in First
Half 2001 from $11.3 million in First Half 2000. As a percentage of revenue,
general and administrative expenses increased to 4.4% in the First Half 2001
from 4.3% in the First Half 2000. This increase reflects costs related to
additional infrastructure.

Interest income was $1.1 million during the First Half 2001 compared to $1.4
million in First Half 2000 resulting from a decrease in invested cash and a
reduction in interest earnings from subordinated debt as well as lower of
interest rates since the beginning of the year.

Interest expense was $0.6 million during the First Half 2001 compared to $0.4
million in First Half 2000. The increase is related to interest on borrowings
related to leasehold improvements at the San Diego facility.

Other income in the First Half 2000 of $0.6 million represents the one-time gain
from the sale of subordinated debt with an international joint venture. There
was no such activity in the First Half 2001.

Provision for income taxes decreased to $3.7 million in First Half 2001 from
$4.9 million in First Half 2000 due to lower taxable income and a lower
effective tax rate.

Equity in earnings of affiliates remained constant at approximately $2.2 million
for First Half 2001 and First Half 2000.



                                 Page 17 of 20
<PAGE>   18


                        WACKENHUT CORRECTIONS CORPORATION

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Reference is made to Item 7A, Part II of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2000, for discussion pertaining to
the Company's exposure to certain market risks. There have been no material
changes in the disclosure for the twenty-six weeks ended July 1, 2001.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company previously disclosed that the Travis County, Texas District Attorney
was reviewing certain Company documents related to the operation of the
Company's facility in Travis County, Texas. The Company no longer operates the
facility and has no further information related to the document review.

The nature of the Company's business results in claims or litigation against the
Company for damages arising from the conduct of its employees or others. Except
for litigation set forth above and routine litigation incidental to the business
of the Company, there are no pending material legal proceedings to which the
Company or any of its subsidiaries is a party or to which any of their property
is subject.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Shareholders of the Company was held on May 3, 2001 in
Palm Beach, Florida. All directors nominated for election were elected by a
majority of the votes cast and the tabulation of the votes cast were as follows:

                                       VOTES FOR             VOTES WITHHELD
                                       ---------             --------------

Wayne H. Calabrese                     19,676,763                67,092
Norman A. Carlson                      19,675,882                67,973
Benjamin R. Civiletti                  19,679,007                64,848
Richard H. Glanton                     19,676,913                66,942
Manuel J. Justiz                       19,678,082                65,773
John F. Ruffle                         19,679,332                64,523
George R. Wackenhut                    19,664,457                79,398
Richard R. Wackenhut                   19,675,232                68,623
George C. Zoley                        19,678,713                65,142
Philip L. Maslowe                      19,663,182                80,673



                                 Page 18 of 20
<PAGE>   19


                        WACKENHUT CORRECTIONS CORPORATION

The second matter voted upon at the Annual Meeting was the ratification of the
action of the Board of Directors appointing the firm of Arthur Andersen LLP to
be the independent certified public accountants of the Company for the fiscal
year 2001. The tabulation of the votes on this matter was as follows:

                 For: 19,683,213 Against: 26,824 Abstain: 33,818

The third matter voted upon at the Annual Meeting was the approval of an
amendment to the Wackenhut Corrections Corporation Stock Option Plan - 1999
authorizing the issuance of an additional 300,000 shares of WCC Common Stock
subject to awards. The tabulation of the votes on this matter was as follows:

                For: 18,324,007 Against: 503,755 Abstain: 916,093

The fourth matter voted upon at the Annual Meeting was the approval of an
amendment to the Non-Employee Director Stock Option Plan authorizing the
issuance of an additional 25,000 shares of WCC Common Stock subject to awards.
The tabulation of the votes on this matter was as follows:

                For: 18,454,786 Against: 376,186 Abstain: 912,883

ITEM 5.  OTHER INFORMATION

Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

      EXHIBIT

  NUMBER                DESCRIPTION
  ------                -----------

   10.1        Senior Officer Retirement Agreement

   10.2        Executive Severance Agreement

(b)      Reports on Form 8-K - The Company did not file a Form 8-K during the
         second quarter of the fiscal year ending December 30, 2001.



                                 Page 19 of 20
<PAGE>   20


                        WACKENHUT CORRECTIONS CORPORATION

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                        WACKENHUT CORRECTIONS CORPORATION

AUGUST 10, 2001                      /s/ JOHN G. O'ROURKE
------------------------            -------------------------------------------
Date                                John G. O'Rourke
                                    Senior Vice President - Finance, Chief
                                    Financial Officer and Treasurer
                                    (Principal Financial Officer)



                                 Page 20 of 20

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>g70987ex10-1.txt
<DESCRIPTION>SENIOR OFFICER RETIREMENT AGREEMENT
<TEXT>
<PAGE>   1
                                                                    EXHIBIT 10.1


                       WACKENHUT CORRECTIONS CORPORATION
                              RETIREMENT AGREEMENT

         This Retirement Agreement is entered into by and between WACKENHUT
CORRECTIONS CORPORATION, a Florida corporation ("Company"), and GEORGE C. ZOLEY
("Executive").

         WHEREAS, the Executive was a participant in the Wackenhut Corrections
Corporation's Senior Officer Retirement Plan (the "Former Plan"); and

         WHEREAS, Executive has agreed to terminate his participation in the
Former Plan; and

         WHEREAS, the Company desires to provide Executive with certain
retirement benefits, as set forth in this Agreement.

         NOW THEREFORE, it is agreed as follows:

1.  Employment

    Company currently employs Executive as Vice Chairman and Chief
    Executive Officer and may employ Executive in such other positions as
    may be determined from time to time by the Board of Directors of
    Company and at such rate of compensation as may be so determined.
    Executive will devote his full energy, skill and best efforts to the
    affairs of Company on a full-time basis. It is contemplated that such
    employment will continue until February 7, 2010 (the "Retirement
    Date"), but nevertheless either Company or Executive may terminate
    Executive's employment at any time and for any reason upon ten (10)
    days written notice to the other.

2.  Retirement

    In the event Executive's employment continues until his Retirement
    Date, upon retirement, and commencing with the first month after
    Executive actually retires, Company will pay Executive $20,933.33
    monthly for three hundred (300) months.

3.  Termination of Employment

    If Executive terminates his employment with the Company for reason
    other than death, or if Company terminates Executive's employment prior
    to Executive's Retirement for reason other than death, Company will pay
    Executive monthly, commencing with the first month after Executive's
    Retirement Date and continuing for three hundred (300) months, the
    amount specified in Section 2 above.


<PAGE>   2


4.  Death

If Executive dies before his Retirement Date and before termination of his
employment with the Company, the Company shall pay Executive's named beneficiary
(designated as provided in Section 6 of this Agreement and hereinafter referred
to as "Beneficiary") a monthly amount of $10,416.66 commencing with the first
month following death and continuing for one hundred fifty (150) months
thereafter. In the case of the death of Executive after termination of
employment with Company, but before his Retirement Date, the Company shall pay
to Beneficiary $10,416.66 commencing with the first month following death and
continuing for one hundred fifty (150) months thereafter. If Executive dies
within three hundred (300) months following his Retirement Date and while
receiving payments hereunder, the Company shall pay Beneficiary the payments
that would have been made to Executive had he lived for the balance of said
three hundred (300) month period.

5.  Change in Control

Upon the occurrence of a "Change in Control" (as defined in the Executive
Severance Agreement between the Executive and Company, dated May 4, 2001), the
Executive's Retirement Date shall automatically be changed for all purposes to
the date which is five years prior to the date specified in Section 1 hereof. In
addition, within ten (10) days following the date the Executive's employment
with the Company is terminated following a Change in Control, the Company shall
pay to the Executive or if the Executive dies to the Beneficiary or
Beneficiaries, the present value of all deferred compensation provided for
pursuant to this Agreement that would have been paid if the Executive remained
employed with the Company through the Retirement Date. The present value shall
be calculated (i) using a discount rate equal to the lower of the rate provided
in Internal Revenue Code Section 28OG(d)(4), or six and one half percent
(6-1/2%), and (ii) without regard to any mortality factor or related
probabilities.

6.  Small Amounts

In the event the amount of any monthly payments provided herein shall be less
than Twenty ($20) Dollars, the Company in its sole discretion may in lieu
thereof pay the commuted value of such payments (calculated on the basis of the
interest rate and mortality assumptions being used by The Northwestern Mutual
Life Insurance Company of Milwaukee, Wisconsin, to calculate immediate annuity
rates on the date of this Agreement) to the person entitled to such payments.

7.  Beneficiary

The Beneficiary (or Beneficiaries) of any payments to be made after Executive's
death, shall be as designated by Executive and shown on Exhibit A attached
hereto or such other person or pawns as Executive shall designate in writing to
the Company. If Executive has made no effective designation of Beneficiaries,
any such payments shall be made to Executive's estate.


                                       2



<PAGE>   3
8.       Restrictions and Non-Competition

         Executive shall not at any time, either directly or indirectly, accept
         employment with, render service, assistance or advice to, own, manage,
         operate, control or participate in the ownership, or allow his name to
         be used by any competitor of the Company unless approved by the Board
         of Directors of the Company. Determination by the Board of Directors of
         the Company that Executive has engaged in any such activity shall be
         binding and conclusive on all parties, and in addition to all other
         rights and remedies which Company shall have, neither Executive nor
         Beneficiary shall be entitled to any payments hereunder. In the event
         of a "Change in Control", the provisions of this Section 8 shall no
         longer apply.

9.       Insurance

         If Company shall elect to purchase a life insurance contract to provide
         Company with funds to make payments hereunder, Company shall at all
         times be the sole and complete owner and beneficiary of such contract,
         and shall have the unrestricted right to use all amounts and exercise
         all options and privileges thereunder without knowledge or consent of
         Executive of Beneficiary or any other person, it being expressly agreed
         that neither Executive nor Beneficiary nor any other person shall have
         any right, title or interest whatsoever in or to any such contract.

10.      Source of Payments

         Executive, Beneficiary and any other person or persons having or
         claiming a right to payments hereunder or to any interest in this
         Agreement shall rely solely on the unsecured promise of Company set
         forth herein, and nothing in this Agreement shall be construed to give
         Executive, Beneficiary or any other person or persons any right title,
         interest or claim in or to any specific asset, fund, reserve, account
         or property of any kind whatsoever owned by Company or in which it may
         have any right, title or interest now or in the future, but Executive
         shall have the right to enforce his claim against Company in the same
         manner as any unsecured creditor.

11.      Amendment

         This Agreement may be amended at any time or from time to time by
         written agreement of the parties.

12.      Assignment

         Neither Executive, nor Beneficiary, not any other person entitled to
         payments hereunder shall have power to transfer, assign, anticipate,
         mortgage or otherwise encumber in advance any of such payments, nor
         shall such payments be subject to seizure for the payment of public or
         private debts, judgments, alimony or separate maintenance, or be
         transferable by operation of law in event of bankruptcy, insolvency or
         otherwise.


                                       3
<PAGE>   4
13.      Waiver of Benefits under Former Plan

         As consideration for this Agreement, Executive waives all benefits
         available under the Former Plan and waives all claims, however arising,
         which he now has or hereafter may be entitled to claim against the
         Company or its affiliates under the Former Plan, and the Company's
         respective predecessors, successors, assigns, owners, any affiliated or
         related corporations or entities, arising from or in connection with or
         otherwise resulting from any matter, event, state of facts, claim,
         contention or cause whatsoever, occurring or existing from the
         beginning of time, in connection with or relating to the Former Plan.

14.      Binding Effect

         This Agreement shall be binding upon the parties hereto, their heirs,
         executors, administrators, successors and assigns.  The Company agrees
         it will not be a party to any merger, consolidation or reorganization,
         unless and until its obligations hereunder shall be expressly assumed
         by its successors.

                                       4
<PAGE>   5
         IN WITNESS WHEREOF, this Agreement shall be effective the 4th day of
May, 2001.



             (Executive)                               (Company)

                                          WACKENHUT CORRECTIONS
                                          CORPORATION



 /s/ George C. Zoley                      By: /s/ George R. Wackenhut
------------------------------------         ----------------------------------
George C. Zoley                                        George R. Wackenhut
Vice Chairman and Chief Executive
    Officer                               Attest:  /s/
                                                 ------------------------------


                                                               (CORPORATE SEAL)


                                       5
<PAGE>   6


                       WACKENHUT CORRECTIONS CORPORATION
                              RETIREMENT AGREEMENT

         This Retirement Agreement is entered into by and between WACKENHUT
CORRECTIONS CORPORATION, a Florida corporation ("Company"), and WAYNE H.
CALABRESE ("Executive").

         WHEREAS, the Executive was a participant in the Wackenhut Corrections
Corporation's Senior Officer Retirement Plan (the "Former Plan"); and

         WHEREAS, Executive has agreed to terminate his participation in the
Former Plan; and

         WHEREAS, the Company desires to provide Executive with certain
retirement benefits, as set forth in this Agreement.

         NOW THEREFORE, it is agreed as follows:

1.  Employment

    Company currently employs Executive as President and Chief Operating Officer
    and may employ Executive in such other positions as may be determined from
    time to time by the Board of Directors of Company and at such rate of
    compensation as may be so determined. Executive will devote his full energy,
    skill and best efforts to the affairs of Company on a full-time basis. It is
    contemplated that such employment will continue until November 5, 2010 (the
    "Retirement Date"), but nevertheless either Company or Executive may
    terminate Executive's employment at any time and for any reason upon ten
    (10) days written notice to the other.

2.  Retirement

    In the event Executive's employment continues until his Retirement Date,
    upon retirement, and commencing with the first month after Executive
    actually retires, Company will pay Executive $16,666.66 monthly for three
    hundred (300) months.

3.  Termination of Employment

    If Executive terminates his employment with the Company for reason other
    than death, or if Company terminates Executive's employment prior to
    Executive's Retirement for reason other than death, Company will pay
    Executive monthly, commencing with the first month after Executive's
    Retirement Date and continuing for three hundred (300) months, the amount
    specified in Section 2 above.


<PAGE>   7


4.  Death

    If Executive dies before his Retirement Date and before termination of his
    employment with the Company, the Company shall pay Executive's named
    beneficiary (designated as provided in Section 6 of this Agreement and
    hereinafter referred to as "Beneficiary") a monthly amount of $8,333.33
    commencing with the first month following death and continuing for one
    hundred fifty (150) months thereafter. In the case of the death of Executive
    after termination of employment with Company, but before his Retirement
    Date, the Company shall pay to Beneficiary $8,333.33 commencing with the
    first month following death and continuing for one hundred fifty (150)
    months thereafter. If Executive dies within three hundred (300) months
    following his Retirement Date and while receiving payments hereunder, the
    Company shall pay Beneficiary the payments that would have been made to
    Executive had he lived for the balance of said three hundred (300) month
    period.

5.  Change in Control

    Upon the occurrence of a "Change in Control" (as defined in the Executive
    Severance Agreement between the Executive and Company, dated May 4, 2001),
    the Executive's Retirement Date shall automatically be changed for all
    purpose to the date which is five years prior to the date specified in
    Section 1 hereof. In addition, within ten (10) days following the date the
    Executive's employment with the Company is terminated following a Change in
    Control, the Company shall pay to the Executive or if the Executive dies to
    the Beneficiary or Beneficiaries, the present value of all deferred
    compensation provided for pursuant to this Agreement that would have been
    paid if the Executive remained employed with the Company through the
    Retirement Date. The present value shall be calculated (i) using a discount
    rate equal to the lower of the rate provided in Internal Revenue Code
    Section 28OG(d)(4), or six and one half percent (6-1/2%), and (ii) without
    regard to any mortality factor or related probabilities.

6.  Small Amounts

    In the event the amount of any monthly payments provided herein shall be
    less than Twenty ($20) Dollars, the Company in its sole discretion may in
    lieu thereof pay the commuted value of such payments (calculated on the
    basis of the interest rate and mortality assumptions being used by The
    Northwestern Mutual Life Insurance Company of Milwaukee, Wisconsin, to
    calculate immediate annuity rates on the date of this Agreement) to the
    person entitled to such payments.

7.  Beneficiary

    The Beneficiary (or Beneficiaries) of any payments to be made after
    Executive's death, shall be as designated by Executive and shown on Exhibit
    A attached hereto or such other person or persons as Executive shall
    designate in writing to the Company. If Executive has made no effective
    designation of Beneficiaries, any such payments shall be made to Executive's
    estate.



                                       2
<PAGE>   8


8.  Restrictions and Non-Competition

    Executive shall not at any time, either directly or indirectly, accept
    employment with, render service, assistance or advice to, own, manage,
    operate, control or participate in the ownership, or allow his name to be
    used by any competitor of the Company unless approved by the Board of
    Directors of the Company. Determination by the Board of Directors of the
    Company that Executive has engaged in any such activity shall be binding and
    conclusive on all parties, and in addition to all other rights and remedies
    which Company shall have, neither Executive nor Beneficiary shall be
    entitled to any payments hereunder. In the event of a "Change in Control",
    the provisions of this Section 8 shall no longer apply.

9.  Insurance

    If Company shall elect to purchase a life insurance contract to provide
    Company with funds to make payments hereunder, Company shall at all times be
    the sole and complete owner and beneficiary of such contract, and shall have
    the unrestricted right to use all amounts and exercise all options and
    privileges thereunder without knowledge or consent of Executive of
    Beneficiary or any other person, it being expressly agreed that neither
    Executive nor Beneficiary nor any other person shall have any right, title
    or interest whatsoever in or to any such contract.

10. Source of Payments

    Executive, Beneficiary and any other person or persons having or claiming a
    right to payments hereunder or to any interest in this Agreement shall rely
    solely on the unsecured promise of Company set forth herein, and nothing in
    this Agreement shall be construed to give Executive, Beneficiary or any
    other person or persons any right, title, interest or claim in or to any
    specific asset, fund, reserve, account or property of any kind whatsoever
    owned by Company or in which it may have any right, title or interest now or
    in the future, but Executive shall have the right to enforce his claim
    against Company in the same manner as any unsecured creditor.

11. Amendment

    This Agreement may be amended at any time or from time to time by written
    agreement of the parties.

12. Assignment

    Neither Executive, nor Beneficiary, nor any other person entitled to
    payments hereunder shall have power to transfer, assign, anticipate,
    mortgage or otherwise encumber in advance any of such payments, nor shall
    such payments be subject to seizure for the payment of public or private
    debts, judgments, alimony or separate maintenance, or be transferable by
    operation of law in event of bankruptcy, insolvency or otherwise.

                                       3


<PAGE>   9

13. Waiver of Benefits under Former Plan

    As consideration for this Agreement, Executive waives all benefits available
    under the Former Plan and waives all claims, however arising, which he now
    has or hereafter may be entitled to claim against the Company or its
    affiliates under the Former Plan, and the Company's respective predecessors,
    successors, assigns, owners, any affiliated or related corporations or
    entities, arising from or in connection with or otherwise resulting from any
    matter, event, state of facts, claim, contention or cause whatsoever,
    occurring or existing from the beginning of time, in connection with or
    relating to the Former Plan.

14. Binding Effect

    This Agreement shall be binding upon the parties hereto, their heirs,
    executors, administrators, successors and assigns. The Company agrees it
    will not be a party to any merger, consolidation or reorganization, unless
    and until its obligations hereunder shall be expressly assumed by its
    successors.

                                       4

<PAGE>   10


         IN WITNESS WHEREOF, this Agreement shall be effective the 4th day of
May, 2001.


         (Executive)                                  (Company)

                                            WACKENHUT CORRECTIONS
                                            CORPORATION


 /S/ Wayne H. Calabrese                    By: /S/ George R. Wackenhut
--------------------------------------        ----------------------------------
Wayne H. Calabrese                            George R. Wackenhut
President and Chief Operating Officer

                                           Attest:
                                                  ------------------------------

                                                         (CORPORATE SEAL)




                                       5
<PAGE>   11

                       WACKENHUT CORRECTIONS CORPORATION
                              RETIREMENT AGREEMENT

         This Retirement Agreement is entered into by and between WACKENHUT
CORRECTIONS CORPORATION, a Florida corporation ("Company"), and JOHN O'ROURKE
("Executive").

         WHEREAS, the Executive was a participant in the Wackenhut Corrections
Corporation's Senior Officer Retirement Plan (the "Former Plan"); and

         WHEREAS, Executive has agreed to terminate his participation in the
Former Plan; and

         WHEREAS, the Company desires to provide Executive with certain
retirement benefits, as set forth in this Agreement.

         NOW THEREFORE, it is agreed as follows:

1.       Employment

         Company currently employs Executive as Chief Financial Officer and
         Treasurer and may employ Executive in such other positions as may be
         determined from time to time by the Board of Directors of Company and
         at such rate of compensation as may be so determined. Executive will
         devote his full energy, skill and best efforts to the affairs of
         Company on a full-time basis. It is contemplated that such employment
         will continue until August 1, 2010 (the "Retirement Date"), but
         nevertheless either Company or Executive may terminate Executive's
         employment at any time and for any reason upon ten (10) days written
         notice to the other.

2.       Retirement

         In the event Executive's employment continues until his Retirement
         Date, upon retirement, and commencing with the first month after
         Executive actually retires, Company will pay Executive $12,500.00
         monthly for three hundred (300) months.

3.       Termination of Employment

         If Executive terminates his employment with the Company for reason
         other than death, or if Company terminates Executive's employment prior
         to Executive's Retirement for reason other than death, Company will pay
         Executive monthly, commencing with the first month after Executive's
         Retirement Date and continuing for three hundred (300) months, the
         amount specified in Section 2 above.

<PAGE>   12

4.       Death

         If Executive dies before his Retirement date and before termination of
         his employment with the Company, the Company shall pay Executives's
         named beneficiary (designated as provided in Section 6 of this
         Agreement and hereinafter referred to as "Beneficiary") a monthly
         amount of $6,250.00 commencing with the first month following death
         and continuing for one hundred fifty (150) months thereafter. In the
         case of the death of Executive after termination of employment with
         Company, but before his Retirement Date, the Company shall pay to
         Beneficiary $6,250.00 commencing with the first month following death
         and continuing for one hundred fifty (150) months thereafter. If
         Executive dies within three hundred (300) months following his
         Retirement Date and while receiving payments hereunder, the Company
         shall pay Beneficiary the payments that would have been made to
         Executive had he lived for the balance of said three hundred (300)
         month period.

5.       Change in Control

         Upon the occurrence of a "Change in Control" (as defined in the
         Executive Severance Agreement between the Executive and Company, dated
         May 4, 2001), the Executive's Retirement Date shall automatically be
         changed for all purposes to the date which is five years prior to the
         date specified in Section 1 hereof. In addition, within ten (10) days
         following the date the Executive's employment with the Company is
         terminated following a Change in Control, the Company shall pay to
         Executive or if the Executive dies to the Beneficiary or Beneficiaries,
         the present value of all deferred compensation provided for pursuant to
         this Agreement that would have been paid if the Executive remained
         employed with the Company through the Retirement Date. The present
         value shall be calculated (i) using a discount rate equal to the lower
         of the rate provided in Internal Revenue Code Section 280G(d)(4), or
         six and one half percent (6-1/2%), and (ii) without regard to any
         mortality factor or related probabilities.

6.       Small Amounts

         In the event the amount of any monthly payments provided herein shall
         be less than Twenty ($20) Dollars, the Company in its sole discretion
         may in lieu thereof pay the commuted value of such payments (calculated
         on the basis of the interest rate and mortality assumptions being used
         by The Northwestern Mutual Life Insurance Company of Milwaukee,
         Wisconsin, to calculate immediate annuity rates on the date of this
         Agreement) to the person entitled to such payments.

7.       Beneficiary

         The Beneficiary (or Beneficiaries) of any payments to be made after
         Executive's death, shall be as designated by Executive and shown on
         Exhibit A attached hereto or such other person


                                       2
<PAGE>   13

         or persons as Executive shall designate in writing to the Company. If
         Executive has made no effective designation of Beneficiaries, any such
         payments shall be made to Executive's estate.

8.       Restrictions and Non-Competition

         Executive shall not at any time, either directly or indirectly, accept
         employment with, render service, assistance or advice to, own, manage,
         operate, control or participate in the ownership, or allow his name to
         be used by any competitor of the Company unless approved by the Board
         of Directors of the Company. Determination by the Board of Directors of
         the Company that Executive has engaged in any such activity shall be
         binding and conclusive on all parties, and in addition to all other
         rights and remedies which Company shall have, neither Executive nor
         Beneficiary shall be entitled to any payments hereunder. In the event
         of a "Change in Control", the provisions of this Section 8 shall no
         longer apply.

9.       Insurance

         If Company shall elect to purchase a life insurance contract to
         provide Company with funds to make payments hereunder, Company shall at
         all times be the sole and complete owner and beneficiary of such
         contract and shall have the unrestricted right to use all amounts and
         exercise all options and privileges thereunder without knowledge or
         consent of Executive of Beneficiary or any other person, it being
         expressly agreed that neither Executive nor Beneficiary nor any other
         person shall have any right, title or interest whatsoever in or to
         any such contract.

10.      Source of Payments

         Executive, Beneficiary and any other person or persons having or
         claiming a right to payments hereunder or to any interest in this
         Agreement shall rely solely on the unsecured promise of Company set
         forth herein and nothing in this Agreement shall be construed to give
         Executive, Beneficiary or any other person or persons any right, title,
         interest or claim in or to any specific asset, fund, reserve, account
         or property of any kind whatsoever owned by Company or in which it may
         have any right, title or interest now or in the future, but Executive
         shall have the right to enforce his claim against Company in the same
         manner as any unsecured creditor.

11.      Amendment

         This Agreement may be amended at any time or from time to time by
         written agreement of the parties.

12.      Assignment

         Neither Executive, nor Beneficiary, nor any other person entitled to
         payments hereunder shall have power to transfer, assign, anticipate,
         mortgage or otherwise encumber in advance any of such payments, nor
         shall such payments be subject to seizure for the payment of


                                       3


<PAGE>   14

         public or private debts, judgments, alimony or separate maintenance, or
         be transferable by operation of law in event of bankruptcy, insolvency
         or otherwise.

13.      Waiver of Benefits under Former Plan

         As consideration for this Agreement, Executive waives all benefits
         available under the Former Plan and waives all claims, however arising,
         which he now has or hereafter may be entitled to claim against the
         Company or its affiliates under the Former Plan, and the Company's
         respective predecessors, successors, assigns, owners, any affiliated or
         related corporations or entities, arising from or in connection with or
         otherwise resulting from any matter, event, state of facts, claim,
         contention or cause whatsoever, occurring or existing from the
         beginning of time, in connection with or relating to the Former Plan.

14.      Binding Effect

         This Agreement shall be binding upon the parties hereto, their heirs,
         executors, administrators, successors and assigns. The Company agrees
         it will not be a party to any merger, consolidation or reorganization,
         unless and until its obligations hereunder shall be expressly assumed
         by its successors.


                                       4
<PAGE>   15


         IN WITNESS WHEREOF, this Agreement shall be effective the 4th day of
May, 2001.


         (Executive)                                  (Company)

                                            WACKENHUT CORRECTIONS
                                            CORPORATION


 /S/ John G. O'Rourke                      By: /S/ George R. Wackenhut
--------------------------------------        ----------------------------------
John G. O'Rourke                              George R. Wackenhut
Chief Financial Officer and Treasurer

                                           Attest:
                                                  ------------------------------

                                                         (CORPORATE SEAL)




                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>g70987ex10-2.txt
<DESCRIPTION>EXECUTIVE SEVERANCE AGREEMENT
<TEXT>
<PAGE>   1
                                                                    EXHIBIT 10.2

                          EXECUTIVE SEVERANCE AGREEMENT


         THIS EXECUTIVE SEVERANCE AGREEMENT ("Agreement") is made and entered
into as of this 4th day of May, 2001, by and between Wackenhut Corrections
Corporation, a Florida corporation, its successor or successors, or assigns
(hereinafter referred to as the "Company") and Dr. George C. Zoley (hereinafter
referred to as the "Executive").

         The Executive is a key executive of the Company, and the Company
desires to provide the Executive with an incentive to remain with the Company if
concerns arise over a possible change in control of the Company, The majority
shareholder of the Company is The Wackenhut Corporation, a Florida corporation
("TWC").

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the Company and the Executive agree as follows:

1.       Termination of Executive Employment. If the Executive's employment is
terminated by the Company for any reason at any time during the 12 month period
commencing on the date on which a Change in Control (as defined in Section 2
below) occurs, by the Executive for "Good Reason" (as defined in Section 2
below) at any time during the 12 month period commencing on the date on which a
Change in Control occurs, or for any reason (including the delivery of a written
resignation to the Company by the Executive or his authorized representative on
the Executive's or his estate's behalf) after the date which is 12 months
following the date a Change in Control occurs and prior to the date which is 24
months following the date a Change in Control occurs, then (i) the Company shall
pay the Special Termination Payment (as defined in Section 3 below) to the
Executive (or his estate) within ten days after said termination, (ii) all
awards granted pursuant to the Wackenhut Corrections Corporation Stock Option
Plans and any other unvested stock options or other interests the Executive
holds in the Company's stock or the stock of a subsidiary of the Company shall
become fully vested, all restrictions on restricted stock units shall lapse, and
all performance targets with respect to performance units or shams will be
deemed to have been met as of the date the Executive's employment is terminated
(iii) the Company shall transfer all of its interest in any automobile used by
the Executive pursuant to the Company's Executive Automobile Policy (the
"Executive Automobile Policy") and shall pay the balance of any outstanding loan
or leases on such automobile (whether such obligations are those of the
Executive or the Company) so that the Executive owns the automobile outright (in
the event such automobile is leased, the Company shall pay the residual cost of
such lease), (iv) the Company shall pay to the Executive, within ten days after
said termination, the present value of all cash payments pursuant to the WCC
Retirement Agreement entered into between the Company and the Executive (the
"Retirement Agreement") as if the Executive had remained employed with the
Company through the Retirement Date defined therein, in complete satisfaction of
the amount due to the Executive thereunder (the "Retirement Agreement payoff"),
(v) the Company shall continue to provide the Executive (and if applicable, his
beneficiaries) with the Executive Benefits (as described in Section 4), at no
cost to the Executive in no less than the same amount and, on the same terms and
conditions as in effect on the date on which the Change in Control occurs for a
period of 3 years after the date of


<PAGE>   2
termination of the Executive's employment with the Company, regardless of the
cost to the Company, or, alternatively, if the Executive (or his estate) elects
at any time in a written notice delivered to the Company to waive any particular
Executive Benefits, the Company shall make a cash payment to the Executive
within ten days after receipt of such election in an amount equal to the present
value of the Company's cost of providing such Executive Benefits from the date
of such election to the end of the foregoing 3-year period, and such present
value shall be determined by reference to the Company's then-current cost levels
and a discount rate equal to 120 percent of the short-term applicable Federal
rate provided for in Section 1274(d) of the Internal Revenue Code (the "Code")
for the month in which the Change in Control occurs; and (vi) the Company shall
pay to the Executive, within 10 days after said termination, an amount equal to
the sum of (a) the dollar value of vacation time that would have been credited
to the Executive pursuant to the Company's Vacation Policy (the "Vacation
Policy) if the Executive had remained employed by the Company through the
"Anniversary Date" (as defined in the Vacation Policy) immediately following his
termination of employment, multiplied by a fraction, the numerator of which is
the number of days which elapsed from the Executive's Anniversary Date
immediately preceding the date of termination through the date of such
termination, and the denominator of which is 365, plus (b) the dollar value of
vacation time which the Executive was entitled to have taken immediately prior
to the Executive's termination, which was not in fact taken by the Executive;
the dollar value of vacation time referred to above shall be equal to the amount
which would have been paid to the Executive by the Company during such vacation
time had the vacation time in fact been taken by the Executive immediately prior
to the Executive's termination. If the Executive dies during the 3-year period
contemplated by clause (v) of the foregoing sentence, the Company shall provide
the Executive Benefits, to the extent applicable, to the Executive's estate, or
make any applicable cash payments in lieu thereof to said estate. The present
value represented by the Retirement Agreement Payoff referred to above shall be
calculated (i) using a discount rate equal to the lower of the rate provided for
in Code Section 280G(d)(4), or six and one-half percent (6.5%), and (ii) without
regard to any mortality factors or related probabilities. The Executive shall be
deemed to be employed by the Company if the Executive is employed by the Company
or any subsidiary of the Company in which the Company owns a majority of the
subsidiary's voting securities. Notwithstanding anything else in this Agreement
to the contrary, subsequent reemployment of the Executive by the Company or any
successor of the Company following a Change in Control will not cause the
Executive to forfeit any compensation or benefits provided in this Agreement.

2.       Definitions

         A.       Change in Control. For purposes of this Agreement, a "Change
                  in Control" shall be deemed to have occurred as of the first
                  day that any one or more of the following conditions shall
                  have been satisfied:

                  (i)      any "person," as such term is used in Section 13(d)
         and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
         (other than the Company, TWC or any trustee or other fiduciary holding
         securities under any employee benefit plan of the Company), is

                                       2


<PAGE>   3
         or becomes the "beneficial owner" (as defined in Rule l3d-3 under the
         Exchange Act), directly or indirectly, of securities of the Company (or
         a successor by merger, consolidation or similar transaction, referred
         to in this Section as a "successor") representing a percentage of the
         combined voting power of the Company's (or its successor's) then
         outstanding securities which is greater than the percentage of the
         combined voting power represented by securities of the Company (or its
         successor) then owned by TWC; provided, however, that for purposes of
         this clause (i), the percentage so owned by TWC shall not be treated as
         beneficially owned by any direct or indirect shareholder of TWC; and
         provided further, that the transfer of securities of the Company owned
         by TWC to any direct or indirect shareholders of TWC in connection with
         any one or more spin-offs, split-offs, split-ups, corporate
         distributions or similar transactions consummated as part of an
         integrated plan involving TWC's direct or indirect shareholders (a
         "Restructuring Transaction") shall not be deemed to constitute a Change
         in Control; or

                  (ii)     after consummation of a Restructuring Transaction,
         any person, as defined above (other than the Company, TWC or any
         trustee or other fiduciary holding securities under any employee
         benefit plan of the Company), is or becomes the beneficial owner, as
         defined above, directly or indirectly, of securities of the Company or
         its successor representing a majority of the combined voting power of
         the Company's (or its successors's) then outstanding securities;
         provided, however, that the ownership of securities of the Company
         constituting such a majority by a person immediately after consummation
         of a Restructuring Transaction and by such person thereafter shall not
         constitute a Change in Control; and provided further, that the
         subsequent acquisition of securities by another person which causes
         such other person to own such a majority will constitute a Change in
         Control; or

                  (iii)    the Company consummates (1) an agreement for the Sale
         or disposition by the Company of all or substantially all of the
         Company's assets except pursuant to a merger, consolidation or similar
         transaction involving the Company and a successor (as defined above)
         (said merger, consolidation or similar transaction shall be tested
         only pursuant to clause (i) above) or (2) a plan of complete
         liquidation of the Company; or

                  (iv)     any "person," as such term is used in Section 13(d)
         and 14(d) of the Exchange (other than the Company, TWC, members of the
         TWC Controlling Shareholder Group, any trustee or other fiduciary
         holding securities under any employee benefit plan of the Company or
         TWC, is or becomes the "beneficial owner" (as defined in Rule 13d-3
         under the Exchange Act), directly or indirectly, of securities of TWC
         representing 30% or more of the combined voting power of TWC's then
         outstanding securities; or

                  (v)      the shareholders of TWC approve a merger or
         consolidation of TWC with any other corporation or entity, other than a
         merger or consolidation which would result in the voting securities of
         TWC outstanding immediately prior thereto continuing to represent,
         (either by remaining outstanding or by being converted into voting
         securities of the surviving entity) more than 80% of the combined
         voting power of the voting securities of TWC or such surviving entity
         outstanding immediately after such merger or consolidation; or


                                       3



<PAGE>   4

                  (vi)     TWC consummates (1) an agreement for the sale or
         disposition by TWC of all or substantially all of TWC's assets except
         pursuant to a merger, consolidation or similar transaction involving
         TWC where TWC is not the surviving entity (said merger, consolidation
         or similar transaction shall be tested only pursuant to clause (v)
         above) or (2) a plan of complete liquidation of TWC; or

                  (vii)    the total combined voting power of TWC (or any
         successor entity) represented by shares of voting stock owned by
         members of the TWC Controlling Shareholder Group is reduced to 30
         percent or less.

         Notwithstanding the foregoing, in no event shall a Change in Control be
deemed to have occurred with respect to the Executive if the Executive is part
of a purchasing group which consummates a transaction causing a Change in
Control. The Executive shall be deemed "part of a purchasing group" for purposes
of the proceeding sentence if the Executive is a direct or indirect equity
participant in the purchasing company or group. Furthermore, the occurrence of
any of the events listed in clauses (iv), (v), (vi) or (vii) above shall not
constitute a Change in Control if they occur after consummation of a
Restructuring Transaction.

         The "TWC Controlling Shareholder Group" includes (i) George R.
Wackenhut, (ii) the spouse and lineal descendants of George R. Wackenhut, (iii)
any trust whose only beneficiaries are persons described in the foregoing
clauses (i) and (ii), and (iv) Affiliates of the persons described in the
foregoing clauses (i), (ii) and (iii), An "Affiliate" of a person includes only
a corporation, limited liability company, partnership, or similar entity where
all of the voting securities or ownership interests of said entity are directly
owned by such person. Unless otherwise defined, a "person" includes any natural
person and any corporation, limited liability company, partnership, trust or
other entity.

B.       Good Reason. Termination by Executive of his employment for "Good
         Reason" pursuant to Section I above shall mean a termination by
         Executive upon:

                  (i)      Any material reduction in Executive's title or
                           responsibilities;

                  (ii)     Any reduction in Executive's base Salary or annual
                           bonus;

                  (iii)    A diminution in the Executive's eligibility to
                           participate in bonus, stock options, incentive awards
                           and other compensation plans or a diminution in
                           Executive Benefits (as defined below); or

                  (iv)     A change in the location of the Executive's principal
                           place of employment by the Company of more than 50
                           miles from the location which he was principally
                           employed at immediately prior to a Change in Control.


                                       4
<PAGE>   5

3.       Special Termination Payment and Calculation. For purposes of this
         Agreement, the "Special Termination Payment" shall mean an aggregate
         amount of money equal to the product of three (3) multiplied by the sum
         of (x) the Executive's annual base salary as in effect at the time of
         the termination giving rise to the Special Termination Payment, or if
         greater the annual base salary in effect for the calendar year prior to
         the date of termination, plus (y) the greater of (i) the annual bonus
         the Executive received with respect to calendar year 1999, or (ii) the
         largest annual bonus the Executive would have received if his
         employment had not been terminated in the calendar year in which his
         employment was terminated assuming that all targets and incentives are
         met (regardless of actual results and criteria). In the event that the
         Company does not pay the Special Termination Payment by the due date
         specified in this Agreement, then the unpaid amount shall bear interest
         at the rate of 18 percent per annum, compounded monthly, until it is
         paid.

         a.       Equalization Payment. If any of the Special Termination
                  Payment will be subject to the tax (the "Excise Tax) imposed
                  by Section 4999 of the Internal Revenue Code of 1986, as
                  amended (the "Code") (or any similar tax that may hereafter be
                  imposed), the Company shall pay to the Executive in cash an
                  additional amount (the "Gross-Up Payment") such that the net
                  amount retained by the Executive after deduction from the
                  Special Termination Payment and the Gross-Up Payment of any
                  Excise Tax imposed upon the Special Termination Payment and
                  any federal, state and local income tax and Excise Tax imposed
                  upon the Gross-Up Payment shall be equal to the original
                  amount of the Special Termination Payment, prior to deduction
                  of any Excise Tax imposed with respect to the Special
                  Termination Payment. The Gross-Up Payment is intended to place
                  the Executive in the same economic position he would have been
                  in if the Excise Tax did not apply. The Gross-Up Payment shall
                  be paid to the Executive in full, at the time the Special
                  Termination Payment is paid pursuant to Section I hereof. For
                  purposes of determining the Gross-Up Payment pursuant to this
                  Section 3-a, the Special Termination Payment shall also
                  include any amounts which would be considered "Parachute
                  Payments" (within the meaning of Section 2800(b)(2) of the
                  Code) to the Executive, including, but not limited to, the
                  value of any Executive Benefits paid or provided to the
                  Executive during the period provided for in Code Section
                  28OG(b)(2)(C).

         b.       Tax Rates. For purposes of determining the amount of the
                  Gross-Up Payment, the Executive shall be deemed to pay Federal
                  income taxes at the highest marginal rate of Federal income
                  taxation in the calendar year in which the Gross-Up Payment is
                  to be made, and state and local income taxes at the highest
                  marginal rate of taxation in the state and locality of the
                  Executive's residence on the date of termination, net of the
                  maximum reduction in Federal income taxes which could be
                  obtained from deduction of such state and local taxes.

         c.       Tax Calculation. Simultaneously with the Company's payment of
                  the Special Termination Payment, the Company shall deliver to
                  the Executive a written statement specifying the total amount
                  of the Special Termination Payment and the Gross-Up Payment,
                  together with all supporting calculations. If the Executive


                                       5
<PAGE>   6
                  disagrees with the Company's calculation of either of said
                  payments, the Executive shall submit to the Company, no later
                  than 30 days after receipt of the Company's calculations, a
                  written notice advising the Company of the disagreement and
                  setting forth his calculation of said payments. The
                  Executive's failure to submit such notice within such period
                  shall be conclusively deemed to be an agreement by the
                  Executive as to the amount of the Special Termination Payment
                  and the Gross-Up Payment. If the Company agrees with the
                  Executive's calculations, it shall pay any shortfall to the
                  Executive within 20 days after receipt of such a notice from
                  the Executive, together with interest thereon accruing at the
                  rate of 18 percent per annum, compounded monthly, from the
                  original due date of the Special Termination Payment through
                  the actual date of payment of said shortfall. If the Company
                  does not agree with the Executive's calculations, it shall
                  provide the Executive with a written notice within 20 days
                  after the receipt of the Executive's calculations advising the
                  Executive that the disagreement is to be referred to an
                  independent accounting firm for resolution. Such disagreement
                  shall be referred to an independent "Big 5" accounting firm
                  which is not the regular accounting firm of the Company and
                  which is agreed to by the Company and the Executive within 10
                  days after issuance of the Company's notice of disagreement
                  (if the parties cannot agree on the identity of the accounting
                  firm which is to resolve the dispute, the accounting firm
                  shall be selected by means of a coin toss conducted in Palm
                  Beach County, Florida by counsel to the Executive on the first
                  business day after such 10 day period in such manner as such
                  counsel may specify). The accounting firm shall review all
                  information provided to it by the parties and submit a written
                  report setting forth its calculation of the Special
                  Termination Payment and the Gross-Up Payment within 15 days
                  after submission of the matter to it, and such decision shall
                  be final and binding on all of the parties. The fees and
                  expenses charged by said accounting firm shall be paid by the
                  Company. If the amount of the Special Termination Payment or
                  Gross-Up Payment actually paid by the Company was less than
                  the amount calculated by the accounting firm, the Company
                  shall pay the shortfall to the Executive within 5 days after
                  the accounting firm submits its written report, together with
                  interest thereon accruing at the rate of 18 percent per annum,
                  compounded monthly, from the original due date of the Special
                  Termination Payment through the actual date of payment of said
                  shortfall.

         d.       Subsequent Calculation. In the event the Internal Revenue
                  Service imposes an Excise Tax with respect to the Special
                  Termination Payment that is greater than the Excise Tax
                  calculated hereunder, the Company shall reimburse the
                  Executive for the full amount necessary to make the Executive
                  whole in accordance with the principles set forth above,
                  including any interest and penalties which may be imposed.

4.       Executive Benefits. The term "Executive Benefits" means all health,
         dental, disability, life insurance, retirement and fringe benefits or
         programs now or hereafter established by the Company which cover the
         Company's executives or its employees and applicable family members and
         which are in effect on the date on which a Change in Control occurs.
         The term


                                       6
<PAGE>   7
         "Executive Benefits" also includes, for purposes of Section 3, the
         value of the items provided for in clauses (ii) and (iii) of the first
         sentence in Section 1.

5.       Non-Competition. In the event that Executive's employment is terminated
         pursuant to Section I hereof and Executive timely receives payment of
         the Special Termination Payment, Executive agrees that for a period of
         12 months after such termination of employment not to, directly or
         indirectly, own, manage, operate, control or participate in the
         ownership, management operation or control of, or be connected as an
         officer, employee, partner, director or otherwise with, or have any
         financial interest in, or aid or assist anyone else in the conduct of,
         any business (a "Competitive Operation") which competes with any
         business conducted by the Company, or by any group, division or
         subsidiary of the Company for which the Executive has had
         responsibility, in any area where such business is being conducted at
         the time of such termination. It is understood and agreed that, or the
         purposes of the foregoing provisions of this Section 5, no business
         which is conducted by the Company at the time, of the Executive's
         termination and which subsequently is sold or discontinued by the
         Company shall be deemed to be a Competitive Operation within the
         meaning of this Section 5. Ownership of an amount not to exceed five
         percent (5%) of the voting stock of any publicly held corporation shall
         not constitute a violation hereof.

6.       Release and Indemnity. The Company hereby fully and forever releases,
         acquits, discharges and holds the Executive harmless from any and all,
         and all manner of, actions and causes of action, claims, suits, costs,
         debts, sums of money, claims and demands, presently known or unknown,
         whatsoever in law or equity or otherwise, which the Company ever had,
         now has or may now have, or will have in the future, by reason of any
         matter, cause or thing whatsoever, from the beginning of the world and
         all times thereafter. The preceding sentence does not apply to any
         matters, events, actions, claims, damages or losses arising from, in
         connection with or relating to (i) any intentional illegal conduct of
         the Executive, or (ii) conduct of the Executive after the Executive
         ceases to be employed by the Company. The Company at all times shall
         indemnify, save harmless and reimburse the Executive, from and against
         any and all demands, claims, liabilities, losses, actions, suits or
         proceedings, or other expenses, fees, or charges of any character or
         nature, which the Executive may incur or with which they may be
         threatened with, arising from, in connection with, relating to or
         arising as a result of Executive's employment by the Company or any
         other relationship that the Executive has with the Company as an
         officer, director, agent shareholder or otherwise, including without
         limitation settlement costs and attorneys' fees and court costs at
         trial and appellate levels which the Executive may incur in connection
         with settling, defending against or resisting any of the foregoing. The
         Company shall pay to the Executive any amounts due with respect to said
         indemnity within 5 business days after the Executive issues a written
         demand therefor to the Company. The provisions of this section are an
         expansion of any rights that the Executive may have with respect to the
         subject matter, and no other agreement or arrangement which the Company
         may have that benefits the Executive with respect to the subject matter
         hereof shall be superseded or limited in any way as a result of the
         parties entering into this Agreement.


                                       7
<PAGE>   8
7.       Notices. Notices and all other communications contemplated by this
         Agreement shall be in writing and shall be deemed to have been duly
         given when received at the address specified herein. In the case of
         Executive, notices shall be delivered to him at the home address which
         he has most recently communicated to the Company in writing. In the
         case of the Company, notices shall be delivered to the Company's
         corporate headquarters, and all notices shall be directed to the
         attention of the Chairman of the Board of the Company, with a copy to
         the Company's General Counsel.

8.       No Mitigation. Executive shall not be required to mitigate the amount
         of any payment or benefit contemplated by this Agreement upon his
         termination of employment (whether by seeking new employment or in any
         other manner), nor shall any such payment or benefit be reduced by any
         earnings or benefits that Executive may receive from any other source.

9.       Modification and Waiver. This Agreement shall not be canceled,
         rescinded or revoked, nor may any provision of this Agreement be
         modified, waived or discharged unless the cancellation, rescission,
         revocation, modification, waiver or discharge is agreed to in writing
         and signed by Executive and by the Chairman of the Board of the
         Company. No waiver by either party of any breach of, or of compliance
         with, any condition or provision of this Agreement by the other party
         shall be considered a waiver of any other condition or provision or of
         the same condition or provision at another time.

10.      Complete Agreement. This Agreement supersedes all previous severance
         agreements entered into by Executive and the Company. Except as
         specifically provided in Section I of this Agreement, this Agreement
         does not affect any deferred compensation agreements, non-qualified
         retirement plans, or any other agreements entered into by the parties.

11.      No Assignment. No right, benefit or interest hereunder, shall be
         subject to anticipation, alienation, sale, assignment, encumbrance,
         charge, pledge, hypothecation, or set-off in respect of any claim, debt
         or obligation, or to execution, attachment, levy or similar process, or
         assignment by operation of law. Any attempt, voluntary or involuntary,
         to effect any action specified in the immediately preceding sentence
         shall, to the full extent permitted by law, be null, void and of no
         effect. This Agreement is binding on all successors of the Company,
         whether by merger, consolidation, purchase or otherwise, and all
         references to the Company shall also include references to any such
         successor.

12.      Governing. This Agreement shall be governed by, and construed and
         enforced in accordance with and subject to, the laws of the State of
         Florida applicable to agreements made and to be performed entirely
         within such State, as to all matters governed by state law or, if
         controlling, by applicable federal law.

13.      Severability. The invalidity or unenforceability of any provision or
         provisions of this Agreement shall not affect the validity or
         enforceability of any other provision hereof, which shall remain in
         full force and effect.


                                       8
<PAGE>   9
14.      Litigation Venue. Any action at law or in equity under this Agreement
         shall be brought in the courts of Palm Beach County, Florida, and in no
         other court (whether or not jurisdiction can be established in another
         court). Each party hereto waives the right to argue that venue is not
         appropriate in the courts of Palm Beach County, Florida.

15.      Expenses. The Company shall reimburse the Executive for all legal
         and/or accounting expenses he incurs in connection with the execution,
         delivery and enforcement of his rights under this Agreement.

16.      Withholding. All payments made pursuant to this Agreement will be
         subject to withholding of applicable taxes.

17.      Counterparts. This Agreement may be executed in one or more
         counterparts, each of which shall be deemed to be an original but all
         of which together will constitute one and the same instrument.

18.      Special Provisions. The continued validity of this Agreement shall not
         be affected by any acquisition of capital stock of the Company by TWC
         and this Agreement shall continue in full force and effect, and
         transactions that occur after any such acquisition shall continue to be
         tested pursuant to Section 2.


                                       9
<PAGE>   10

         IN WITNESS WHEREOF, the parties have executed this Executive Severance
Agreement effective the 4th day of May, 2001.


Signed, Sealed and Delivered                 EXECUTIVE:
In the Presence of

/s/ Sandra L. Nusbaum                        /s/  George C.Zoley
-----------------------------                ----------------------------------
PRINT NAME OF WITNESS BELOW                   Dr. George C. Zoley


Sandra L. Nusbaum
                                             Date:    5/4/01
/s/ Tanya Grooms                                 -----------------------------
-----------------------------
PRINT NAME OF WITNESS BELOW

Tanya Grooms
-----------------------------

                                             WACKENHUT CORRECTIONS CORPORATION

/s/ J.P. Rowan                               By: /s/ G.R. Wackenhut
-----------------------------                ----------------------------------
PRINT NAME OF WITNESS BELOW
                                             Name: George R. Wackenhut
James P. Rowan                                     ----------------------------
-----------------------------                Title: Chairman
                                                   ----------------------------

/s/ Sandra L. Nusbaum                        Date:  5-4-01
-----------------------------                      ----------------------------
PRINT NAME OF WITNESS BELOW


Sandra L. Nusbaum
-----------------------------


                                       10

<PAGE>   11
                         EXECUTIVE SEVERANCE AGREEMENT

         THIS SEVERANCE AGREEMENT ("Agreement") is made and entered into as of
this 4th day of May, 2001, by and between Wackenhut Corrections Corporation, a
Florida corporation, its successor or successors, or assigns (hereinafter
referred to as the "Company") and Wayne Calabrese (hereinafter referred to as
the "Executive").

         The Executive is a key executive of the Company, and the Company
desires to provide the Executive with an incentive to remain with the Company if
concerns arise over a possible change in control of the Company. The majority
shareholder of the Company is The Wackenhut Corporation, a Florida Corporation
("TWC").

         NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the Company and the Executive agree as follows:

1.       Termination of Executive Employment. If the Executive's employment is
         terminated by the Company for any reason at any time during the 12
         month period commencing on the date on which a Change in Control (as
         defined in Section 2 below) occurs, by the Executive for "Good Reason"
         (as defined in Section 2 below) at any time during the 12 month period
         commencing on the date on which a Change in Control occurs, or for any
         reason (including the delivery of a written resignation to the Company
         by the Executive or his authorized representative on the Executive's or
         his estate's behalf) after the date which is 12 months following the
         date a Change in Control occurs and prior to the date which is 24
         months following the date a Change in Control occurs, then (i) the
         Company shall pay the Special Termination Payment (as defined in
         Section 3 below) to the Executive (or his estate), within ten days
         after said termination, (ii) all awards granted pursuant to the
         Wackenhut Corrections Corporation Stock Option Plans and any other
         unvested stock options or other interests the Executive holds in the
         Company's stock or the stock of a subsidiary of the Company shall
         become fully vested, all restrictions on restricted stock units shall
         lapse, and all performance targets with respect to performance units or
         shares will be deemed to have been met as of the date the Executive's
         employment is terminated, (iii) the Company shall transfer all of its
         interest in any automobile used by the Executive pursuant to the
         Company's Executive Automobile Policy (the "Executive Automobile
         Policy") and shall pay the balance of any outstanding loans or leases
         on such automobile (whether such obligations are those of the Executive
         or the Company) so that the Executive owns the automobile outright (in
         the event such automobile is leased, the Company shall pay the residual
         cost of such lease), (iv) the Company shall pay to the Executive,
         within ten days after said termination, the present value of all cash
         payments pursuant to the WCC Retirement Agreement entered into between
         the Company and the Executive (the "Retirement Agreement") as if the
         Executive had remained employed with the Company through the Retirement
         Date defined therein, in complete satisfaction of the amount due to the
         Executive thereunder (the "Retirement Agreement Payoff"), (v) the
         Company shall continue to provide the Executive (and if applicable, his
         beneficiaries) with the Executive Benefits (as described in Section 4),
         at no cost to the Executive in no less than the same amount and, on the
         same terms and conditions as in effect on the date on which the Change
         in Control occurs for a period of 3 years after the date of
<PAGE>   12
         termination of the Executive's employment with the Company, regardless
         of the cost to the Company, or, alternatively, if the Executive (or his
         estate) elects at any time in a written notice delivered to the Company
         to waive any particular Executive Benefits, the Company shall make a
         cash payment to the Executive within ten days after receipt of such
         election in an amount equal to the present value of the Company's cost
         of providing such Executive Benefits from the date of such election to
         the end of the foregoing 3-year period, and such present value shall be
         determined by reference to the Company's then-current cost levels and a
         discount rate equal to 120 percent of the short-term applicable Federal
         rate provided for in Section 1274(d) of the Internal Revenue Code (the
         "Code") for the month in which the Change in Control occurs; and (vi)
         the Company shall pay to the Executive, within 10 days after said
         termination, an amount equal to the sum of (a) the dollar value of
         vacation time that would have been credited to the Executive pursuant
         to the Company's Vacation Policy (the "Vacation Policy") if the
         Executive had remained employed by the Company through the "Anniversary
         Date" (as defined in the Vacation Policy) immediately following his
         termination of employment, multiplied by a fraction, the numerator of
         which is the number of days which elapsed from the Executive's
         Anniversary Date immediately preceding the date of termination through
         the date of such termination, and the denominator of which is 365, plus
         (b) the dollar value of vacation time which the Executive was entitled
         to have taken immediately prior to the Executive's termination, which
         was not in fact taken by the Executive; the dollar value of vacation
         time referred to above shall be equal to the amount which would have
         been paid to the Executive by the Company during such vacation time had
         the vacation time in fact been taken by the Executive immediately prior
         to the Executive's termination. If the Executive dies during the 3-year
         period contemplated by clause (v) of the foregoing sentence, the
         Company shall provide the Executive Benefits, to the extent applicable,
         to the Executive's estate, or make any applicable cash payments in lieu
         thereof to said estate. The present value represented by the Retirement
         Agreement Payoff referred to above shall be calculated (i) using a
         discount rate equal to the lower of the rate provided for in Code
         Section 280G(d)(4), or six and one-half percent (6.5%), and (ii)
         without regard to any mortality factors or related probabilities. The
         Executive shall be deemed to be employed by the Company if the
         Executive is employed by the Company or any subsidiary of the Company
         in which the Company owns a majority of the subsidiary's voting
         securities. Notwithstanding anything else in this Agreement to the
         contrary, subsequent reemployment of the Executive by the Company or
         any successor of the Company following a Change in Control will not
         cause the Executive to forfeit any compensation or benefits provided in
         this Agreement.

2.       Definitions.

         A.       Change in Control. For purposes of this "Agreement," a "Change
                  in Control" shall be deemed to have occurred as of the first
                  day that any one or more of the following conditions shall
                  have been satisfied:

                  (i)      any "person," as such term is used in Section 13(d)
         and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
         (other than the Company, TWC or any trustee or other fiduciary holding
         securities under any employee benefit plan of the Company), is


                                       2
<PAGE>   13
         or becomes the "beneficial owner," (as defined in Rule 13d-3 under the
         Exchange Act), directly or indirectly, of securities of the Company (or
         a successor by merger, consolidation or similar transaction, referred
         to in this Section as a "successor") representing a percentage of the
         combined voting power of the Company's (or its successor's) then
         outstanding securities which is greater than the percentage of the
         combined voting power represented by securities of the Company (or its
         successor) then owned by TWC; provided, however, that for purposes of
         this clause (i), the percentage so owned by TWC shall not be treated as
         beneficially owned by any direct or indirect shareholder of TWC; and
         provided further, that the transfer of securities of the Company owned
         by TWC to any direct or indirect shareholders of TWC in connection with
         any one or more spin-offs, split-offs, split-ups, corporate
         distributions or similar transactions consummated as part of an
         integrated plan involving TWC's direct or indirect shareholders (a
         "Restructuring Transaction") shall not be deemed to constitute a Change
         in Control; or

                  (ii)     after consummation of a Restructuring Transaction,
         any person, as defined above (other than the Company, TWC or any
         trustee or other fiduciary holding securities under any employee
         benefit plan of the Company), is or becomes the beneficial owner, as
         defined above, directly or indirectly, of securities of the Company or
         its successor representing a majority of the combined voting power of
         the Company's (or its successor's) then outstanding securities;
         provided, however, that the ownership of securities of the Company
         constituting such a majority by a person immediately after consummation
         of a Restructuring Transaction and by such person thereafter shall not
         constitute a Change in Control; and provided further, that the
         subsequent acquisition of securities by another person which causes
         such other person to own such a majority will constitute a Change in
         Control; or

                  (iii)    the Company consummates (1) an agreement for the sale
         or disposition by the Company of all or substantially all of the
         Company's assets except pursuant to a merger, consolidation or similar
         transaction involving the Company and a successor (as defined above)
         (said merger, consolidation or similar transaction shall be tested only
         pursuant to clause (i) above) or (2) a plan of complete liquidation of
         the Company; or

                  (iv)     any "person," as such term is used in Section 13(d)
         and 14(d) of the Exchange (other than the Company, TWC, members of the
         TWC Controlling Shareholder Group, any trustee or other fiduciary
         holding securities under any employee benefit plan of the Company or
         TWQ, is or becomes the "beneficial owner" (as defined in Rule l3d-3
         under the Exchange Act), directly or indirectly, of securities of TWC
         representing 30% or more of the combined voting power of TWC's then
         outstanding securities; or

                  (v)      the shareholders of TWC approve a merger or
         consolidation of TWC with any other corporation or entity, other than a
         merger or consolidation which would result in the voting securities of
         TWC outstanding immediately prior thereto continuing to represent
         (either by remaining outstanding or by being converted into voting
         securities of the surviving entity) more than 80% of the combined
         voting power of the voting securities of TWC or such surviving entity
         outstanding immediately after such merger or consolidation; or


                                        3
<PAGE>   14
         (vi)     TWC consummates (1) an agreement for the sale or disposition
by TWC of all or substantially all of TWC's assets except pursuant to a
merger, consolidation or similar transaction involving TWC where TWC is not the
surviving entity (said merger, consolidation or similar transaction shall be
tested only pursuant to clause (v) above) or (2) a plan of complete liquidation
of TWC; or

         (vii)    the total combined voting power of TWC (or any successor
entity) represented by shares of voting stock owned by members of the TWC
Controlling Shareholder Group is reduced to 30 percent or less.

         Notwithstanding the foregoing, in no event shall a Change in Control
be deemed to have occurred with respect to the Executive if the Executive is
part of a purchasing group which consummates a transaction causing a Change in
Control. The Executive shall be deemed "part of a purchasing group" for
purposes of the preceding sentence if the Executive is a direct or indirect
equity participant in the purchasing company or group. Furthermore, the
occurrence of any of the events listed in clauses (iv), (v), (vi) or (vii)
above shall not constitute a Change in Control if they occur after consummation
of a Restructuring Transaction.

         The "TWC Controlling Shareholder Group" includes (i) George R.
Wackenhut, (ii) the spouse and lineal descendants of George R. Wackenhut, (iii)
any trust whose only beneficiaries are persons described in the foregoing
clauses (i) and (ii), and (iv) Affiliates of the persons described in the
foregoing clauses (i), (ii) and (iii). An "Affiliate" of a person includes only
a corporation, limited liability company, partnership, or similar entity where
all of the voting securities or ownership interests of said entity are directly
owned by such person. Unless otherwise defined, a "person" includes any natural
person and any corporation, limited liability company, partnership, trust or
other entity.

B.       Good Reason. Termination by Executive of his employment for "Good
Reason" pursuant to Section 1 above shall mean a termination by Executive upon:

                  (i)      Any material reduction in Executive's title or
                           responsibilities;

                  (ii)     Any reduction in Executive's base salary or annual
                           bonus;

                  (iii)    A diminution in the Executive's eligibility to
                           participate in bonus, stock options, incentive awards
                           and other compensation plans or a diminution in
                           Executive Benefits (as defined below); or

                  (iv)     A change in the location of the Executive's principal
                           place of employment by the Company of more than 50
                           miles from the location which he was principally
                           employed at immediately prior to a Change in Control.




                                       4

<PAGE>   15


3.       Special Termination Payment and Calculation. For purposes of this
         Agreement, the "Special Termination Payment" shall mean an aggregate
         amount of money equal to the product of three (3) multiplied by the sum
         of (x) the Executive's annual base salary as in effect at the time of
         the termination giving rise to the Special Termination Payment, or if
         greater the annual base salary in effect for the calendar year prior to
         the date of termination, plus (y) the greater of (i) the annual bonus
         the Executive received with respect to calendar year 1999, or (ii) the
         largest annual bonus the Executive would have received if his
         employment had not been terminated in the calendar year in which his
         employment was terminated assuming that all targets and incentives are
         met (regardless of actual results and criteria). In the event that the
         Company does not pay the Special Termination Payment by the due date
         specified in this Agreement, then the unpaid amount shall bear interest
         at the rate of 18 percent per annum, compounded monthly, until it is
         paid.

         a.       Equalization Payment. If any of the Special Termination
                  Payment will be subject to the tax (the "Excise Tax") imposed
                  by Section 4999 of the Internal Revenue Code of 1986, as
                  amended (the "Code") (or any similar tax that may hereafter be
                  imposed), the Company shall pay to the Executive in cash an
                  additional amount (the "Gross-Up Payment") such that the net
                  amount retained by the Executive after deduction from the
                  Special Termination Payment and the Gross-Up Payment of any
                  Excise Tax imposed upon the Special Termination Payment and
                  any federal, state and local income tax and Excise Tax imposed
                  upon the Gross-Up Payment shall equal to the original amount
                  of the Special Termination Payment, prior to deduction of any
                  Excise Tax imposed with respect to the Special Termination
                  Payment. The Gross-Up Payment is intended to place the
                  Executive in the same economic position he would have been in
                  if the Excise Tax did not apply. The Gross-Up Payment shall be
                  paid to the Executive in full, at the time the Special
                  Termination Payment is paid pursuant to Section 1 hereof. For
                  purposes of determining the Gross-Up Payment pursuant to this
                  Section 3.a, the Special Termination Payment shall also
                  include any amounts which would be considered "Parachute
                  Payments" (within the meaning of Section 280G(b)(2) of the
                  Code) to the Executive, including, but not limited to, the
                  value of any Executive Benefits paid or provided to the
                  Executive during the period provided for in Code Section
                  280G(b)(2)(C).

         b.       Tax Rates. For purposes of determining the amount of the
                  Gross-Up Payment, the Executive shall be deemed to pay Federal
                  income taxes at the highest marginal rate of Federal income
                  taxation in the calendar year in which the Gross-Up Payment is
                  to be made, and state and local income taxes at the highest
                  marginal rate of taxation in the state and locality of the
                  Executive's residence on the date of termination, net of the
                  maximum reduction in Federal income taxes which could be
                  obtained from deduction of such state and local taxes.

         c.       Tax Calculation. Simultaneously with the Company's payment of
                  the Special Termination Payment, the Company shall deliver to
                  the Executive a written statement specifying the total amount
                  of the Special Termination Payment and the Gross-Up Payment,
                  together with all supporting calculations. If the Executive


                                       5
<PAGE>   16
                  disagrees with the Company's calculation of either of said
                  payments, the Executive $hall submit to the Company, no later
                  than 30 days after receipt of the Company's calculations, a
                  written notice advising the Company of the disagreement and
                  setting forth his calculation of said payments. The
                  Executive's failure to submit such notice within such period
                  shall be conclusively deemed to be an agreement by the
                  Executive as to the amount of the Special Termination Payment
                  and the Gross-Up Payment. If the Company agrees with the
                  Executive's calculations, it shall pay any shortfall to the
                  Executive within 20 days after receipt of such a notice from
                  the Executive, together with interest thereon accruing at the
                  rate of 18 percent per annum, compounded monthly, from the
                  original due date of the Special Termination Payment through
                  the actual date of payment of said shortfall. If the Company
                  does not agree with the Executive's calculations, it shall
                  provide the Executive with a written notice within 20 days
                  after the receipt of the Executive's calculations advising the
                  Executive that the disagreement is to be referred to an
                  independent accounting firm for resolution. Such disagreement
                  shall be referred to an independent "Big 5" accounting firm
                  which is not the regular accounting firm of the Company and
                  which is agreed to by the Company and the Executive within 10
                  days after issuance of the Company's notice of disagreement
                  (if the parties cannot agree on the identity of the accounting
                  firm which is to resolve the dispute, the accounting firm
                  shall be selected by means of a coin toss conducted in Palm
                  Beach County, Florida by counsel to the Executive on the first
                  business day after such 10 day period in such manner as such
                  counsel may specify). The accounting firm shall review all
                  information provided to it by the parties and submit a written
                  report setting forth its calculation of the Special
                  Termination Payment and the Gross-Up Payment within 15 days
                  after submission of the matter to it, and such decision shall
                  be final and binding on all of the parties. The fees and
                  expenses charged by said accounting firm shall be paid by the
                  Company. If the amount of the Special Termination Payment or
                  Gross-Up Payment actually paid by the Company was less than
                  the amount calculated by the accounting firm, the Company
                  shall pay the shortfall to the Executive within 5 days after
                  the accounting firm submits its written report, together with
                  interest thereon accruing at the rate of 18 percent per annum,
                  compounded monthly, from the original due date of the Special
                  Termination Payment through the actual date of payment of said
                  shortfall.

         d.       Subsequent Recalculation. In the event the Internal Revenue
                  Service imposes an Excise Tax with respect to the Special
                  Termination Payment that is greater than the Excise Tax
                  calculated hereunder, the Company shall reimburse the
                  Executive for the full amount necessary to make the Executive
                  whole in accordance with the principles set forth above,
                  including any interest and penalties which may be imposed.

4.       Executive Benefits. The term "Executive Benefits" mean$ all health,
         dental, disability, life insurance, retirement and fringe benefits or
         programs now or hereafter established by the Company which cover the
         Company's executives or its employees and applicable family members and
         which are in effect on the date on which a Change in Control occurs.
         The term


                                        6
<PAGE>   17

         "Executive Benefits" also includes, for purposes of Section 3, the
         value of the items provided for in clauses (ii) and (iii) of the first
         sentence in Section 1.

5.       Non-Competition. In the event that Executive's employment is
         terminated pursuant to Section 1 hereof and Executive timely receives
         payment of the Special Termination Payment, Executive agrees that for a
         period of 12 months after such termination of employment not to,
         directly or indirectly, own, manage, operate, control or participate in
         the ownership, management operation or control of, or be connected as
         an officer, employee, partner, director or otherwise with, or have any
         financial interest in, or aid or assist anyone else in the conduct of,
         any business (a "Competitive Operation") which competes with any
         business conducted by the Company, or by any group, division or
         subsidiary of the Company for which the Executive has had
         responsibility, in any area where such business is being conducted at
         the time of such termination. It is understood and agreed that, for the
         purposes of the foregoing provisions of this Section 5, no business
         which is conducted by the Company at the time of the Executive's
         termination and which subsequently is sold or discontinued by the
         Company shall be deemed to be a Competitive Operation within the
         meaning of this Section 5. Ownership of an amount not to exceed five
         percent (5%) of the voting stock of any publicly held corporation shall
         not constitute a violation hereof.

6.       Release and Indemnity. The Company hereby fully and forever releases,
         acquits, discharges and holds the Executive harmless from any and all,
         and all manner of, actions and causes of action, claims, suits, costs,
         debts sums of money, claims and demands, presently known or unknown,
         whatsoever in law or equity or otherwise, which the Company ever had,
         now has or may now have, or will have in the future, by reason of any
         matter, cause or thing whatsoever, from the beginning of the world and
         all times thereafter. The preceding sentence does not apply to any
         matters, events, actions, claims, damages or losses arising from, in
         connection with or relating to (i) any intentional illegal conduct of
         the Executive, or (ii) conduct of the Executive after the Executive
         ceases to be employed by the Company. The Company at all times shall
         indemnify, save harmless and reimburse the Executive , from and
         against any and all demands, claims, liabilities, losses, actions,
         suits or proceedings, or other expenses, fees, or charges of any
         character or nature, which the Executive may incur or with which they
         may be threatened with, arising from, in connection with, relating to
         or arising as a result of Executive's employment by the Company or any
         other relationship that the Executive has with the Company as an
         officer, director, agent shareholder or otherwise, including without
         limitation settlement costs and attorneys' fees and court costs at
         trial and appellate levels which the Executive may incur in connection
         with settling, defending against or resisting any of the foregoing. The
         Company shall pay to the Executive any amounts due with respect to said
         indemnity within 5 business days after the Executive issues a written
         demand therefor to the Company. The provisions of this section are an
         expansion of any rights that the Executive may have with respect to the
         subject matter, and no other agreement or arrangement which the Company
         may have that benefits the Executive with respect to the subject matter
         hereof shall be superseded or limited in any way as a result of the
         parties entering into this Agreement.


                                       7
<PAGE>   18
7.       Notices. Notices and all other communications contemplated by this
         Agreement shall be in writing and shall be deemed to have been duly
         given when received at the address specified herein. In the case of
         Executive, notices shall be delivered to him at the home address which
         he has most recently communicated to the Company in writing. In the
         care of the Company, notices shall be delivered to the Company's
         corporate headquarters, and all notices shall be directed to the
         attention of the Chairman of the Board of the Company, with a copy to
         the Company's General Counsel.

8.       No Mitigation. Executive shall not be required to mitigate the amount
         of any payment or benefit contemplated by this Agreement upon his
         termination of employment (whether by seeking now employment or in any
         other manner), nor shall any such payment or benefit be reduced by any
         earnings or benefits that Executive may receive from any other source.

9.       Modification and Waiver. This Agreement shall not be canceled,
         rescinded or revoked, nor may any provision of this Agreement be
         modified, waived or discharged unless the cancellation, rescission,
         revocation, modification, waiver or discharge is agreed to in writing
         and signed by Executive and by the Chairman of the Board of the
         Company. No waiver by either party of any breach of, or of compliance
         with, any condition or provision of this Agreement by the other party
         shall be considered a waiver of any other condition or provision or of
         the same condition or provision at another time.

10.      Complete Agreement. This Agreement supersedes all previous severance
         agreements entered into by Executive and the Company. Except as
         specifically provided in Section 1 of this Agreement, this Agreement
         does not affect any deferred compensation agreements, non-qualified
         retirement plans, or any other agreements entered into by the parties.

11.      No Assignment. No right, benefit or interest hereunder, shall be
         subject to anticipation, alienation, sale, assignment, encumbrance,
         charge, pledge, hypothecation, or set-off in respect of any claim, debt
         or obligation, or to execution, attachment, levy or similar process, or
         assignment by operation of law. Any attempt, voluntary or involuntary,
         to effect any action specified in the immediately preceding sentence
         shall, to the full extent permitted by law, be null, void and of no
         effect. This Agreement is binding on all successors of the Company,
         whether by merger, consolidation, purchase or otherwise, and all
         references to the Company shall also include references to any such
         successor.

12.      Governing Law. This Agreement shall be governed by, and construed and
         enforced in accordance with and subject to, the laws of the State of
         Florida applicable to agreements made and to be performed entirely
         within such State, as to all matters governed by state law or, if
         controlling, by applicable federal law.

13.      Severability. The invalidity or unenforceability of any provision or
         provisions of this Agreement shall not affect the validity or
         enforceability of any other provision hereof, which shall remain in
         full force and effect.


                                       8
<PAGE>   19
14.       Litigation; Venue.  Any action at law or in equity under this
          Agreement shall be brought in the courts of Palm Beach County,
          Florida, and in no other court (whether or not jurisdiction can be
          established in another court).  Each party hereto waives the right to
          argue that venue is not appropriate in the courts of Palm Beach
          County, Florida.

15.       Expenses.  The Company shall reimburse the Executive for all legal
          and/or accounting expenses he incurs in connection with the execution,
          delivery and enforcement of his rights under this Agreement.

16.       Withholding.  All payments made pursuant to this Agreement will be
          subject to withholding of applicable taxes.

17.       Counterparts.  This Agreement may be executed in one or more
          counterparts, each of which shall be deemed to be an original but all
          of which together will constitute one and the same instrument.

18.       Special Provisions.  The continued validity of this Agreement shall
          not be affected by any acquisition of capital stock of the Company by
          TWC and this Agreement shall continue in full force and effect, and
          transactions that occur after any such acquisition shall continue to
          be tested pursuant to Section 2.


                                       9
<PAGE>   20
         IN WITNESS WHEREOF, the parties have executed this Executive Severance
Agreement effective the 4th day of May, 2001.


SIGNED, SEALED AND DELIVERED            EXECUTIVE:
IN THE PRESENCE OF:



/s/ Sandra L. Nusbaum                   /s/ Wayne Calabrese
-----------------------------           --------------------------------------
PRINT NAME OF WITNESS BELOW:            Wayne Calabrese

Sandra L. Nusbaum
-----------------------------
                                        Date: 4 MAY 2001
                                             ----------------------------------

/s/ Tanya Grooms
-----------------------------
PRINT NAME OF WITNESS BELOW:


    Tanya Grooms
-----------------------------


                                        WACKENHUT CORRECTIONS CORPORATION



/s/ Sandra L. Nusbaum                   By: /s/ George R. Wackenhut
-----------------------------              -----------------------------------
PRINT NAME OF WITNESS BELOW:

Sandra L. Nusbaum                       Name: George R. Wackenhut
-----------------------------                ---------------------------------
                                        Title: Chairman
                                              --------------------------------

/s/ James D. Rowan                      Date:              5-4-01
-----------------------------                ---------------------------------
PRINT NAME OF WITNESS BELOW:

James D. Rowan
-----------------------------


                                       10
<PAGE>   21

                         EXECUTIVE SEVERANCE AGREEMENT

         THIS EXECUTIVE SEVERANCE AGREEMENT ("Agreement") is made and entered
into this 2nd day of May, 2001, by and between Wackenhut Corrections
Corporation, a Florida corporation, it successor or successors, or assigns
(hereinafter referred to as the "Company") and John O'Rourke (hereinafter
referred to as the "Executive").

         The Executive is a key executive of the Company, and the Company
desires to provide the Executive with an incentive to remain with the Company if
concerns arise over a possible change in control of the Company. The majority
shareholder of the Company is The Wackenhut Corporation, a Florida corporation
("TWC").

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the Company and the Executive agree as follows:

1.       Termination of Executive Employment. If the Executive's employment is
         terminated by the Company for any reason at any time during the 12
         month period commencing on the date on which a Change in Control (as
         defined in Section 2 below) occurs, by the Executive for "Good Reason"
         (as defined in Section 2 below) at any time during the 12 month period
         commencing on the date on which a Change in Control occurs, or for any
         reason (including the delivery of a written resignation to the Company
         by the Executive or his authorized representative on the Executive's or
         his estate's behalf) after the date which is 12 months following the
         date a Change in Control occurs and prior to the date which is 24
         months following the date a Change in Control occurs, then (i) the
         Company shall pay the Special Termination Payment (as defined in
         Section 3 below) to the Executive (or his estate) within ten days after
         said termination, (ii) all awards granted pursuant to the Wackenhut
         Corrections Corporation Stock Option Plans and any other unvested stock
         options or other interests the Executive holds in the Company's stock
         or the stock of a subsidiary of the Company shall become fully vested
         all restrictions on restricted stock units shall lapse, and all
         performance targets with respect to performance units or shares will be
         deemed to have been met as of the date the Executive's employment is
         terminated, (iii) the Company shall transfer all of its interest in any
         automobile used by the Executive pursuant to the Company's Executive
         Automobile Policy (the "Executive Automobile Policy") and shall pay the
         balance of any outstanding loans or leases on such automobile (whether
         such obligations are those of the Executive or the Company) so that the
         Executive owns the automobile outright (in the event such automobile is
         leased, the Company shall pay the residual cost of such lease), (iv)
         the Company shall pay to the Executive, within ten days after said
         termination, the present value of all cash payments pursuant to the WCC
         Retirement Agreement entered into between the Company and the Executive
         (the "Retirement Agreement") as if the Executive had remained employed
         with the Company through the Retirement Date defined therein, in
         complete satisfaction of the amount due to the Executive thereunder
         (the "Retirement Agreement Payoff"), (v) the Company shall continue to
         provide the Executive (and if applicable, his beneficiaries) with the
         Executive Benefits (as described in Section 4), at no cost to the
         Executive in no less than the same amount and, on the same terms and
         conditions as in effect on the date on which the Change in Control
         occurs for a period of 3 years after the date of



<PAGE>   22



         termination of the Executive's employment with the Company, regardless
         of the cost to the Company, or, alternatively, if the Executive (or his
         estate) elects at any time in a written notice delivered to the Company
         to waive any particular Executive Benefits, the Company shall make a
         cash payment to the Executive within ton days after receipt of such
         election in an amount equal to the present value of the Company's cost
         of providing such Executive Benefits from the date of such election to
         the end of the foregoing 3-year period, and such present value shall be
         determined by reference to the Company's then-current cost levels and a
         discount rate equal to 120 percent of the short-term applicable Federal
         rate provided for in Section 1274(d) of the Internal Revenue Code (the
         "Code") for the month in which the Change in Control occurs; and (vi)
         the Company shall pay to the Executive, within 10 days after said
         termination, an amount equal to the sum of (a) the dollar value of
         vacation time that would have been credited to the Executive pursuant
         to the Company's Vacation Policy (the "Vacation Policy") if the
         Executive had remained employed by the Company through the "Anniversary
         Date" (as defined in the Vacation Policy) immediately following his
         termination of employment, multiplied by a fraction, the numerator of
         which is the number of days which elapsed from the Executive's
         Anniversary Date immediately preceding the date of termination through
         the date of such termination, and the denominator of which is 365, plus
         (b) the dollar value of vacation time which the Executive was entitled
         to have taken immediately prior to the Executive's termination, which
         was not in fact taken by the Executive; the dollar value of vacation
         time referred to above shall be equal to the amount which would have
         been paid to the Executive by the Company during such vacation time had
         the vacation time in fact been taken by the Executive immediately prior
         to the Executive's termination. If the Executive dies during the 3-year
         period contemplated by clause (v) of the foregoing sentence, the
         Company shall provide the Executive Benefits, to the extent applicable,
         to the Executive's estate, or make any applicable cash payments in lieu
         them of to said estate. The present value represented by the Retirement
         Agreement Payoff referred to above shall be calculated (i) using a
         discount rate equal to the lower of the rate provided for in Code
         Section 280G(d)(4), or six and one-half percent (6.5%), and (ii)
         without regard to any mortality factors or related probabilities. The
         Executive shall be deemed to be employed by the Company if the
         Executive is employed by the Company or any subsidiary of the Company
         in which the Company owns a majority of the subsidiary's voting
         securities. Notwithstanding anything else in this Agreement to the
         contrary, subsequent reemployment of the Executive by the Company or
         any successor of the Company following a Change in Control will not
         cause the Executive to forfeit any compensation or benefits provided in
         this Agreement.

2.       Definition.

         A.       Change in Control For purposes of this Agreement, a "Change in
                  Control" shall be deemed to have occurred as of the first day
                  that any one or more of the following conditions shall have
                  been satisfied:


                  (i)      any "person," as such term is used in Section 13(d)
         and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
         (other than the Company, TWC or any trustee or other fiduciary holding
         securities under any employee benefit plan of the Company), is


                                       2

<PAGE>   23



         or becomes the "beneficial owner" (as defined in Rule l3d-3 under the
         Exchange Act), directly or indirectly, of securities of the Company (or
         a successor by merger, consolidation or similar transaction, referred
         to in this Section as a "Successor") representing a percentage of the
         combined voting power of the Company's (or its successor's) then
         outstanding securities which is greater than the percentage of the
         combined voting power represented by securities of the Company (or its
         successor) then owned by TWC; provided, however, that for purposes of
         this clause (i), the percentage so owned by TWC shall not be treated as
         beneficially owned by any direct or indirect shareholder of TWO; and
         provided further, that the transfer of securities of the Company owned
         by TWC to any direct or indirect shareholders of TWC in connection with
         any one or more spin-offs, split-offs, split-ups, corporate
         distributions or similar transactions consummated as part of an
         integrated plan involving TWC's direct or indirect shareholders (a
         "Restructuring Transaction") shall not be deemed to constitute a Change
         in Control; or

                  (ii)     after consummation of a Restructuring Transaction,
         any person, as defined above (other than the Company, TWC or any
         trustee or other fiduciary holding securities under any employee
         benefit plan of the Company), is or becomes the beneficial owner, as
         defined above, directly or indirectly, of securities of the Company or
         its successor representing a majority of the combined voting power of
         the Company's (or its successor's) then outstanding securities;
         provided, however, that the ownership of securities of the Company
         constituting such a majority by a person immediately after consummation
         of a Restructuring Transaction and by such person thereafter shall not
         constitute a Change in Control; and provided further, that the
         subsequent acquisition of securities by another person which causes
         such other person to own such a majority will constitute a Change in
         Control; or

                  (iii)    the Company consummates (1) an agreement for the
         sale or disposition by the Company of all or substantially all of the
         Company's assets except pursuant to a merger, consolidation or similar
         transaction involving the Company and a successor (as defined above)
         (said merger, consolidation or similar transaction shall be tested only
         pursuant to clause (i) above) or (2) a plan of complete liquidation of
         the Company; or

                  (iv)     any "person," as such term is used in Section 13(d)
         and 14(d) of the Exchange (other than the Company, TWC, members of the
         TWC Controlling Shareholder Group, any trustee or other fiduciary
         holding securities under any employee benefit plan of the Company or
         TWC), is or becomes the "beneficial owner" (as defined in Rule 13d-3
         under the Exchange Act), directly or indirectly, of securities of TWC
         representing 30% or more of the combined voting power of TWC's then
         outstanding securities; or

                  (v)      the shareholders of TWC approve a merger or
         consolidation of TWC with any other corporation or entity, other than a
         merger or consolidation which would result in the voting securities of
         TWC outstanding immediately prior thereto continuing to represent
         (either by remaining outstanding or by being converted into voting
         securities of the surviving entity) more than 80% of the combined
         voting power of the voting securities of TWC or such surviving entity
         outstanding immediately after such merger or consolidation; or


                                       3

<PAGE>   24




                  (vi)     TWC consummates (1) an agreement for the sale or
         disposition by TWC of all or substantially all of TWC's assets except
         pursuant to a merger, consolidation or similar transaction involving
         TWC where TWC is not the surviving entity (said merger, consolidation
         or similar transaction shall be tested only pursuant to clause (v)
         above) or (2) a plan of complete liquidation of TWC; or

                  (vii)    the total combined voting power of TWC (or any
         successor entity) represented by shares of voting stock owned by
         members of the TWC Controlling Shareholder Group is reduced to 30
         percent or less.

                  Notwithstanding the foregoing, in no event shall a Change in
         Control be deemed to have occurred with respect to the Executive if the
         Executive is part of a purchasing group which consummates a transaction
         causing a Change in Control. The Executive shall be deemed "part of a
         purchasing group" for purposes of the preceding sentence if the
         Executive is a direct or indirect equity participant in the purchasing
         company or group. Furthermore, the occurrence of any of the events
         listed in clauses (iv), (v), (vi) or (vii) above shall not constitute a
         Change in Control if they occur after consummation of a Restructuring
         Transaction.

                  The "TWC Controlling Shareholder Group" includes (i) George R,
         Wackenhut, (ii) the spouse and lineal descendants of George R.
         Wackenhut, (iii) any trust whose only beneficiaries are persons
         described in the foregoing clauses (i) and (ii), and (iv) Affiliates of
         the persons described in the foregoing clauses (i), (ii) and (iii). An
         "Affiliate" of a person includes only a corporation, limited liability
         company, partnership, or similar entity where all of the voting
         securities or ownership interests of said entity are directly owned by
         such person. Unless otherwise defined, a "person" includes any natural
         person and any corporation, limited liability company, partnership,
         trust or other entity.

         B.       Good Reason. Termination by Executive of his employment for
                  "Good Reason" pursuant to Section 1 above shall mean a
                  termination by Executive upon:

                  (i)      Any material reduction in Executive's title or
                           responsibilities;

                  (ii)     Any reduction in Executive's base salary or annual
                           bonus;

                  (iii)    A diminution in the Executive's eligibility to
                           participate in bonus, stock options, incentive awards
                           and other compensation plans or a diminution in
                           Executive Benefits (as defined below); or

                  (iv)     A change in the location of the Executive's principal
                           place of employment by the Company of more than 50
                           miles from the location which he was principally
                           employed at immediately prior to a Change in Control.

                                       4
<PAGE>   25




         3.       Special Termination Payment and Calculation. For purposes of
this Agreement, the "Special Termination Payment" shall mean an aggregate amount
of money equal to the product of three (3) multiplied by the sum of (x) the
Executive's annual base salary as in effect at the time of the termination
giving rise to the Special Termination Payment, or if greater the annual base
salary in effect for the calendar year prior to the date of termination, plus
(y) the greater of (i) the annual bonus the Executive received with respect to
calendar year 1999, or (ii) the largest annual bonus the Executive would have
received if his employment had not been terminated in the calendar year in which
his employment was terminated assuming that all targets and incentives are met
(regardless of actual results and criteria). In the event that the Company does
not pay the Special Termination Payment by the due date specified in this
Agreement, then the unpaid amount shall bear interest at the rate of 18 percent
per annum, compounded monthly, until it is paid.


         a.       Equalization Payment. If any of the Special Termination
                  Payment will be subject to the tax (the "Excise Tax") imposed
                  by Section 4999 of the Internal Revenue Code of 1986, as
                  amended (the "Code") (or any similar tax that may hereafter be
                  imposed), the Company shall pay to the Executive in cash an
                  additional amount (the "Gross-Up Payment") such that the net
                  amount retained by the Executive after deduction from the
                  Special Termination Payment and the Gross-Up Payment of any
                  Excise Tax imposed upon the Special Termination Payment and
                  any federal, state and local income tax and Excise Tax imposed
                  upon the Gross-Up Payment shall be equal to the original
                  amount of the Special Termination Payment, prior to deduction
                  of any Excise Tax imposed with respect to the Special
                  Termination Payment. The Gross-Up Payment is intended to place
                  the Executive in the same economic position he would have been
                  in if the Excise Tax did not apply. The Gross-Up Payment shall
                  be paid to the Executive in full, at the time the Special
                  Termination Payment is paid pursuant to Section 1 hereof. For
                  purposes of determining the Gross-Up Payment pursuant to this
                  Section 3.a, the Special Termination Payment shall also
                  include any amounts which would be considered "Parachute
                  Payments" (within the meaning of Section 280G(b)(2) of the
                  Code) to the Executive, including, but not limited to, the
                  value of any Executive Benefits paid or provided to the
                  Executive during the period provided for in Code Section
                  290G(b)(2)(C).

         b.       Tax Rates. For purposes of determining the amount of the
                  Gross-Up Payment, the Executive shall be deemed to pay Federal
                  income taxes at the highest marginal rate of Federal income
                  taxation in the calendar year in which the Gross-Up Payment is
                  to be made, and state and local income taxes at the highest
                  marginal rate of taxation in the state and locality of the
                  Executive's residence on the date of termination, net of the
                  maximum reduction in Federal income taxes which could be
                  obtained from deduction of such state and local taxes.

         c.       Tax Calculation. Simultaneously with the Company's payment of
                  the Special Termination Payment, the Company shall deliver to
                  the Executive a written statement specifying the total amount
                  of the Special Termination Payment and the Gross-Up Payment,
                  together with all supporting calculations. If the Executive


                                       5
<PAGE>   26




                  disagrees with the Company's calculation of either of said
                  payments, the Executive shall submit to the Company, no later
                  than 30 days after receipt of the Company's calculations, a
                  written notice advising the Company of the disagreement and
                  setting forth his calculation of said payments. The
                  Executive's failure to submit such notice within such period
                  shall be conclusively deemed to be an agreement by the
                  Executive as to the amount of the Special Termination Payment
                  and the Gross-Up Payment. If the Company agrees with the
                  Executive's calculations, it shall pay any shortfall to the
                  Executive within 20 days after receipt of such a notice from
                  the Executive, together with interest thereon accruing at the
                  rate of 18 percent per annum, compounded monthly, from the
                  original due date of the Special Termination Payment through
                  the actual date of payment of said shortfall. If the Company
                  does not agree with the Executive's calculations, it shall
                  provide the Executive with a written notice within 20 days
                  after the receipt of the Executive's calculations advising the
                  Executive that the disagreement is to be referred to an
                  independent accounting firm for resolution. Such disagreement
                  shall be referred to an independent "Big 5" accounting firm
                  which is not the regular accounting firm of the Company and
                  which is agreed to by the Company and the Executive within 10
                  days after issuance of the Company's notice of disagreement
                  (if the parties cannot agree on the identity of the accounting
                  firm which is to resolve the dispute, the accounting firm
                  shall be selected by means of a coin toss conducted in Palm
                  Beach County, Florida by counsel to the Executive on the first
                  business day after such 10 day period in such manner as such
                  counsel may specify). The accounting firm shall review all
                  information provided to it by the parties and submit a written
                  report setting forth its calculation of the Special
                  Termination Payment and the Gross-Up Payment within 15 days
                  after submission of the matter to it, and such decision shall
                  be final and binding an all of the parties. The fees and
                  expenses charged by said accounting firm shall be paid by the
                  Company. If the amount of the Special Termination Payment or
                  Gross-Up Payment actually paid by the Company was less than
                  the amount calculated by the accounting firm, the Company
                  shall pay the shortfall to the Executive within 5 days after
                  the accounting firm submits its written report, together with
                  interest thereon accruing at the rate of 18 percent per annum,
                  compounded monthly, from the original due date of the Special
                  Termination Payment through the actual date of payment of said
                  shortfall.

         d.       subsequent Recalculation. In the event the Internal Revenue
                  Service imposes an Excise Tax with respect to the Special
                  Termination Payment that is greater than the Excise Tax
                  calculated hereunder, the Company shall reimburse the
                  Executive for the for amount necessary to make the Executive
                  whole in accordance with the principles act forth above,
                  including any interest and penalties which may be imposed.

4.       Executive Benefits. The term "Executive Benefits" means ail health,
         dental, disability, life insurance, retirement and fringe benefits or
         programs now or hereafter established by the Company which cover the
         Company's executives or its employees and applicable family members and
         which are in effect on the date on which a Change in Control occurs.
         The term


                                       6
<PAGE>   27



         "Executive Benefits" also includes, for purpose of Section 3, the
         value of the items provided for in clauses (ii) and (iii) of the first
         sentence in Section 1.

5.       Non-Competition. In the event that Executive's employment is
         terminated pursuant to Section 1 hereof and Executive timely receives
         payment of the Special Termination Payment, Executive agrees that for a
         period of 12 months after such termination of employment not to,
         directly or indirectly, own, manage, operate, control or participate in
         the ownership, management operation or control of, or be connected as
         an officer, employee, partner, director or otherwise with, or have any
         financial interest in, or aid or assist anyone else in the conduct of
         any business (a "Competitive Operation") which competes with any
         business conducted by the Company, or by any group, division or
         subsidiary of the Company for which the Executive has had
         responsibility, in any area where such business is being conducted at
         the time of such termination. It is understood and agreed that, for the
         purposes of the foregoing provisions of this Section 5, no business
         which is conducted by the Company at the time, of the Executive's
         termination and which subsequently is sold or discontinued by the
         Company shall be deemed to be a Competitive Operation within the
         meaning of this Section 5. Ownership of an amount riot to exceed five
         percent (5%) of the voting stock of any publicly held corporation
         shall not constitute a violation hereof.

6.       Release and Indemnity. The Company hereby fully and forever releases,
         acquits, discharges and holds the Executive harmless from any and all,
         and all manner of actions and causes of action, claims, suits, costs,
         debts, sums of money, claims and demands, presently known or unknown,
         whatsoever in law or equity or otherwise, which the Company ever had,
         now has or may now have, or will have in the future, by reason of any
         matter, cause or thing whatsoever, from the beginning of the world and
         all times thereafter. The preceding sentence does not apply to any
         matters, events, actions, claims, damages or losses arising from, in
         connection with or relating to (i) any intentional illegal conduct of
         the Executive, or (ii) conduct of the Executive after the Executive
         ceases to be employed by the Company. The Company at all times shall
         indemnify, save harmless and reimburse the Executive, from and against
         any and all demands, claims, liabilities, losses, actions, suits or
         proceedings, or other expenses, fees, or charges of any character or
         nature, which the Executive may incur or with which they may be
         threatened with, arising from, in connection with, relating to or
         arising as a result of Executive's employment by the Company or any
         other relationship that the Executive has with the Company as an
         officer, director, agent shareholder or otherwise, including without
         limitation settlement costs and attorneys' fees and court costs at
         trial and appellate levels which the Executive may incur in connection
         with settling, defending against or resisting any of the foregoing. The
         Company shall pay to the Executive any amounts due with respect to said
         indemnity within 5 business days after the Executive issues a written
         demand therefor to the Company. The provisions of this section are an
         expansion of any rights that the Executive may have with respect to the
         subject matter, and no other agreement or arrangement which the Company
         may have that benefits the Executive with respect to the subject matter
         hereof shall be superseded or limited in any way as a result of the
         parties entering into this Agreement.


                                       7
<PAGE>   28



7.       Notices. Notices and all other communications contemplated by this
         Agreement shall be in writing and shall be deemed to have been duly
         given when received at the address specified herein. In the case of
         Executive, notices shall be delivered to him at the home address which
         he has most recently communicated to the Company in writing. In the
         case of the Company, notices shall be delivered to the Company's
         corporate headquarters, and all notices shall be directed to the
         attention of the Chairman of the Board of the Company, with a copy to
         the Company's General Counsel.

8.       No Mitigation. Executive shall not be required to mitigate the amount
         of any payment or benefit contemplated by this Agreement upon his
         termination of employment (whether by seeking new employment or in any
         other manner), nor shall any such payment or benefit be reduced by any
         earnings or benefits that Executive may receive from any other source.

9.       Modification and Waiver. This Agreement shall not be canceled,
         rescinded or revoked nor may any provision of this Agreement be
         modified, waived or discharged unless the cancellation, rescission,
         revocation, modification, waiver or discharge is agreed to in writing
         and signed by Executive and by the Chairman of the Board of the
         Company. No waiver by either party of any breach of, or of compliance
         with, any condition or provision of this Agreement by the other party
         shall be considered a waiver of any other condition or provision or of
         the same condition or provision at another time.

10.      Complete Agreement. This Agreement supersedes all previous severance
         agreements entered into by Executive and the Company. Except as
         specifically provided in Section 1 of this Agreement, this Agreement
         does not affect any deferred compensation agreements, non-qualified
         retirement plans, or any other agreements entered into by the parties.

11.      No Assignment. No right, benefit or interest hereunder, shall be
         subject to anticipation, alienation, sale, assignment, encumbrance,
         charge, pledge, hypothecation, or set-off in respect of any claim, debt
         or obligation, or to execution, attachment, levy or similar process, or
         assignment by operation of law. Any attempt, voluntary or involuntary,
         to effect any action specified in the immediately preceding sentence
         shall, to the full extent permitted by law, be null, void and of no
         effect. This Agreement is binding on all successors of the Company,
         whether by merger, consolidation, purchase or otherwise, and all
         references to the Company shall also include references to any such
         successor.

12.      Governing Law. This Agreement shall be governed by, and construed and
         enforced in accordance with and subject to, the laws of the State of
         Florida applicable to agreements made and to be performed entirely
         within such State, as to all matters governed by state law or, if
         controlling, by applicable federal law.

13.      Severability. The invalidity or unenforceability of any provision or
         provisions of this Agreement shall not affect the validity or
         enforceability of any other provision hereof which shall remain in full
         force and effect.


                                       8
<PAGE>   29



14.      Litigation; Venue. Any action at law or in equity under this Agreement
         shall be brought in the courts of Palm Beach County, Florida, and in no
         other court (whether or not jurisdiction can be established in another
         court). Each party hereto waives the right to argue that venue is not
         appropriate in the courts of Palm Beach County, Florida.

15.      Expenses. The Company shall reimburse the Executive for all legal
         and/or accounting expenses he incurs in connection with the execution,
         delivery and enforcement of his rights under this Agreement.

16.      Withholding. All payments made pursuant to this Agreement will be
         subject to withholding of applicable taxes.

17.      Counterparts. This Agreement may be executed in one or more
         counterparts, each of which shall be deemed to be an original but all
         of which together will constitute one and the same instrument.

18.      Special Provisions. The continued validity of this Agreement shall not
         be affected by any acquisition of capital stock of the Company by TWC
         and this Agreement shall continue in full force and effect, and
         transactions that occur after any such acquisition shall continue to be
         tested pursuant to Section 2.


                                       9
<PAGE>   30



         IN WITNESS WHEREOF, the parties have executed this Executive Severance
Agreement effective the 2nd day of May, 2001.


SIGNED, SEALED AND DELIVERED                 EXECUTIVE:
IN THE PRESENCE OF:


/S/ SANDRA L. NUSBAUM                        /S/ JOHN O'ROURKE
--------------------------------             ------------------------------
PRINT NAME OF WITNESS BELOW:                 JOHN O'ROURKE
SANDRA L. NUSBAUM
--------------------------------

                                             DATE:   May 4, 2001
                                                  -------------------------

/S/ TANYA GROOMS
--------------------------------
PRINT NAME OF WITNESS BELOW:
TANYA GROOMS
--------------------------------




                                             WACKENHUT CORRECTIONS CORPORATION



/S/ SANDRA L. NUSBAUM                        /S/ G.R. WACKENHUT
--------------------------------             ------------------------------
PRINT NAME OF WITNESS BELOW:                 NAME: GEORGE R. WACKENHUT
SANDRA L. NUSBAUM                            ------------------------------
--------------------------------             TITLE: CHAIRMAN
                                             ------------------------------

/S/ JAMES P. ROWAN
--------------------------------             DATE:   May 4, 2001
PRINT NAME OF WITNESS BELOW                       -------------------------
JAMES P. ROWAN
--------------------------------

</TEXT>
</DOCUMENT>
</SUBMISSION>
