SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Wackenhut Corrections Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
2
[WACKENHUT(WCC LOGO)

WACKENHUT CORRECTIONS LOGO]

EXECUTIVE OFFICESCORPORATION
4200 Wackenhut Drive
#100Palm Beach Gardens, Florida 33410-4243
Telephone: (561) 622-5656

March 16, 2001

Dear Shareholder:

You are cordially invited to attend the 2001 Annual Meeting of the Shareholders
of Wackenhut Corrections Corporation. We will hold the meeting on Thursday, May
3, 2001, at 9:00 A.M. (EST) at the Four Seasons Resort Palm Beach, 2800 South
Ocean Blvd., Palm Beach, Florida. We hope that you will be able to attend.

Enclosed you will find a notice setting forth the business expected to come
before the meeting, the Proxy Statement, a form of proxy and our 2000 Annual
Report. In addition to the specific proposals we are requesting shareholders to
act upon, we will report on our business and provide our Shareholders an
opportunity to ask questions of general interest. Our Board of Directors
recommends that you vote FOR each of the proposals on the Proxy Card.

Your vote is very important to us. Whether or not you plan to attend the meeting
in person, your shares should be represented and voted. After reading the
enclosed Proxy Statement, please complete, sign, date and promptly return the
proxy in the self-addressed envelope that we have included for your convenience.
No postage is required if it is mailed in the United States. Alternatively, you
may wish to submit your proxy by touch-tone phone as indicated on the proxy.
Submitting the proxy before the Annual Meeting will not preclude you from voting
in person at the Annual Meeting should you decide to attend.

Sincerely,

/s/ G.R. WACKENHUT

George R. Wackenhut
Chairman of the Board
2

WACKENHUT CORRECTIONS CORPORATION
4200 Wackenhut Drive
Palm Beach Gardens, Florida 33410-4243
Telephone: (561) 622-5656

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ON MAY 4, 2000

To the Shareholders:3, 2001

March 16, 2001

The Annual Meeting of the Shareholders of Wackenhut Corrections Corporation
("WCC") will be held on Thursday, May 4, 2000,3, 2001, at 9:00 A.M. at the Ritz-Carlton,Four Seasons
Resort Palm Beach, 1002800 South Ocean Blvd., Manalapan,Palm Beach, Florida, for the purpose
of considering and acting on the matters following:following proposals:

(1) the election of nineTo elect directors for the ensuing year;

(2) ratification ofTo ratify the action of the Board of Directors in
appointing the firmappointment of Arthur Andersen LLP to be theas our independent
certified public accountants of the Corporation
for the fiscal year 2000,2001, and to
perform such other services as may be requested;

(3) approval ofTo approve an amendment to the Stock Option Plan - 1994;1999 authorizing
the issuance of an additional 300,000 shares of WCC Common Stock
subject to awards;

(4) approval ofTo approve an amendment to the Non-Employee Director Stock Option
Plan - 1999;authorizing the issuance of an additional 25,000 shares of WCC
Common Stock subject to awards; and

(5) approval of the amendment and restatement of the Articles of
Incorporation; and

(6) the transaction ofTo transact any other business as may properly come before the
meeting or any adjournment or adjournments thereof.

Only shareholders of Common Stock of record at the close of business on March
17,
2000,16, 2001, the record date and time fixed by the Board of Directors, are entitled
to notice of and to vote at said meeting. ALL COMMON STOCK SHAREHOLDERS ARE URGED EITHER TO ATTEND THE MEETING IN PERSON
OR TO VOTE BY PROXY.

If you are a registered shareholder, you can ensure that your shares are
representedAdditional information regarding the
proposals to be acted on at the Annual Meeting in one of two ways:

1) by completing, signing, dating and mailing the enclosed proxy
cardcan be found in the enclosed postage-paid envelope;

2) by calling the toll-free number indicated on the enclosed
proxy card to vote by phone.

If you attend the meeting in person, you may, if you wish, revoke your proxy and
vote in person.

If your shares are held in the name of a broker, bank or other holder of record,
you may attend the Annual Meeting, but may not vote at the meeting unless you
have first obtained a proxy, executed in your favor, from the owner of record.accompanying
Proxy Statement.

By orderOrder of the Board of Directors.Directors,

/s/ JOHN J. BULFIN

John J. Bulfin
Senior Vice President, General
Counsel, March 31, 2000and Corporate Secretary
3

PROXY STATEMENT

March 31, 2000

Wackenhut Corrections Corporation
Executive OfficesWACKENHUT CORRECTIONS CORPORATION
4200 Wackenhut Drive #100
Palm Beach Gardens, Florida 33410-4243
Telephone: (561) 622-5656
March 16, 2001

General Information

ThisInformation:

We are furnishing this Proxy Statement is furnished in connection with the solicitation of
proxies by theour Board of Directors of Wackenhut Corrections Corporation (the "Company" or
the "Corporation") for theuse at our Annual Meeting of Shareholders of the Corporation
to be held at the Ritz-Carlton,Four Seasons Resort Palm Beach, 1002800 South Ocean Blvd., Manalapan,Palm
Beach, Florida, May 4, 2000, and all adjournments thereof.3, 2001. Please note the Proxy Card provides a means to
withhold authority to vote for any individual director-nominee. Also, note the
format of the Proxy Card, which provides an opportunity to specify your choice
between approval, disapproval or abstention with respect to the proposal to ratifyproposals
indicated on the appointment of Arthur Andersen LLP as
independent certified public accountants of the Corporation, the proposal of an
amendment to the Stock Option Plan - 1994, the proposal of an amendment to the
Stock Option Plan - 1999 and the proposal to amend and restate the Articles of
Incorporation.Proxy Card. A Proxy Card, which is properly executed, returned
and not revoked, will be voted in accordance with the instructions indicated. A
Proxy voted by telephone and not revoked will be voted in accordance with the
shareholder's instructions. If no instructions are given, proxies whichthat are
signed and returned or voted by telephone will be voted as follows:

FOR - The slateelection of Directors proposed bydirectors for the Board of Directors;ensuing year;

FOR - The proposal to ratify the appointment of Arthur Andersen LLP as
the independent certified public accountants of the
Corporation;WCC;

FOR - The proposal to amendapprove an amendment to the Stock Option Plan -
1994;

FOR - The proposal1999 authorizing the issuance of an additional 300,000 shares of
WCC Common Stock subject to amend the Stock Option Plan - 1999;awards; and

FOR - The proposal to amend and restateapprove an amendment to the ArticlesNon-Employee Director
Stock Option Plan authorizing the issuance of Incorporation.an additional 25,000
shares of WCC Common Stock subject to awards.

The enclosed proxy gives discretionary authority as to any matters not
specifically referred to therein. Management is not aware of any other matters
to be presented for action by shareholders before the Annual Meeting. If any
such matter or matters properly come before the Annual Meeting, it is understood
that the designated proxy holders have discretionary authority to vote thereon.

Holders of shares of theWCC Common Stock of the Corporation of record as of the close of business on
March 17, 2000,16, 2001, will be entitled to one vote for each share of stock standing in
their name on the books of Wackenhut Corrections
Corporation.WCC. On March 17, 2000, 22,386,99216, 2001, WCC had 21,013,024 shares of
Common Stock were outstanding.

The presence, in person or by proxy, of at least a majority of the total number
of shares of Common Stock outstanding on the record date will vote asconstitute a
single classquorum for purposes of the Annual Meeting. With the exception of the election of
Directors, to
ratifydirectors which requires a plurality of the appointmentvotes cast, the affirmative vote of
Arthur Andersen LLP,a majority of the shares of Common Stock represented at the Annual Meeting is
required to approve an amendment to the
Stock Option Plan - 1994, to approve an amendment to the Stock Option Plan -
1999, to approve to amend and restate the Articles of Incorporation, and on any other matterproposals. Shares of Common Stock represented by
proxies that reflect abstentions or "broker non-votes" (i.e., shares held by a
broker or nominee which are represented at the Annual Meeting, but with respect
to which such broker or nominee is not empowered to vote on a particular
proposal) will be counted as shares that are present and entitled to vote for
purposes of determining the presence of a quorum. Neither abstentions nor broker
non-votes are counted as voted either for or against a proposal. If less than a
majority of the outstanding shares of Common Stock are represented at the Annual
Meeting, a majority of the shares so represented may properly come beforeadjourn the meeting.Annual Meeting
from time to time without further notice.

Any person giving a proxy has the power to revoke it any time before it is voted
by written notice to the CorporationWCC by executing and delivering a later dated proxy or by
attending the meeting and voting the shares.

The cost of preparation, assembly and mailing this Proxy Statement material will
be borne by the Corporation.WCC. It is contemplated that the solicitation of proxies will be by
mail and telephone. ThisWe mailed this Proxy Statement, the Notice of Annual
Meeting, the Proxy Card and the accompanying form of
proxy are being mailedour Annual Report to shareholders of the CorporationShareholders on or about March
31,
2000.25, 2001.

2
4

THEPROPOSAL 1.

ELECTION OF DIRECTORS

The Board of Directors will be comprisedcurrently consists of nine (9) members. Unless instructed
otherwise, the persons named on the accompanying Proxy Card will vote for the
election of the nominees named belowwith a recommendation from the Board of Directors to
serve forexpand the ensuing year and until
their successors are elected and have qualified. AllBoard of Directors to ten (10) members. With the exception of one
nominee, Philip L. Maslowe, all of the nominees are presently directors of the CorporationWCC
who were elected by the shareholders at their last annual meeting.

If any nominee for director shall become unavailable (which management has no
reason to believe will be the case), it is intended that the shares represented
by the enclosed Proxy Card will be voted for any such replacement or substitute
nominee as may be nominated by the Board of Directors.

DIRECTORS AND NOMINEES

CONTINUING DIRECTOR DIRECTOR
NOMINEES AGE SINCE CURRENT POSITIONS
- -------------------- --- -------- -----------------

Wayne H. Calabrese 50 1998 President, Chief Operating Officer,
Director
Norman A. Carlson 67 1994 Director
Benjamin R. Civiletti 65 1994 Director
Richard H. Glanton 54 1998 Director
Manuel J. Justiz 52 1994 Director
John F. Ruffle 63 1997 Director
George R. Wackenhut 81 1998 Chairman of the Board
Richard R. Wackenhut 53 1988 Director
George C. Zoley 51 1988 Vice Chairman and Chief Executive Officer

NEW NOMINEE AGE CURRENT POSITIONS
- ----------- --- -----------------

Philip L. Maslowe 54 Executive Vice President of The Wackenhut
Corporation

3
5

A brief biographical statement for each nominee follows:

NOMINEE AND YEAR PRESENT AND PAST POSITIONS
FIRST BECAME DIRECTOR AND OTHER INFORMATIONCONTINUING DIRECTORS
- --------------------------------------------------------------------------------

WAYNEWayne H. CALABRESECalabrese MR. CALABRESE IS THE PRESIDENT AND CHIEF OPERATING 1998 OFFICER
(PHOTO) OF THE COMPANY,WCC, AND PRESIDENT OF THE
Age 49 SUBSIDIARY WCC DEVELOPMENT,
INC. HE SERVED AS EXECUTIVE VICE PRESIDENT OF THE COMPANYWCC FROM 1994
TO 1996 AND WAS NAMED CHIEF OPERATING OFFICER AND [PHOTO] PRESIDENT
IN 1997. HE JOINED THE COMPANYWCC AS VICE PRESIDENT, BUSINESS
DEVELOPMENT IN 1989, AND FROM 1992 TO 1994 SERVED AS CHIEF
EXECUTIVE OFFICER OF AUSTRALASIAN CORRECTIONAL MANAGEMENT,
PTY LTD., A SUBSIDIARY OF THE COMPANYWCC BASED IN SYDNEY, AUSTRALIA.
OTHER DIRECTORSHIPS INCLUDE WACKENHUT CORRECTIONS (UK) LTD.,
PREMIER CUSTODIAL GROUP LIMITED, PREMIER PRISON SERVICES
LIMITED, PREMIER TRAINING SERVICES LIMITED, LOWDHAM GRANGE
PRISON SERVICES LIMITED, KILMARNOCK PRISON SERVICES LIMITED,
KILMARNOCK PRISON (HOLDINGS) LIMITED, PUCKLECHURCH CUSTODIAL
SERVICES LIMITED, PUCKLECHURCH CUSTODIAL (HOLDINGS) LIMITED,
MEDOMSLEY TRAINING SERVICES LIMITED, MEDOMSLEY HOLDINGS
LIMITED, PREMIER GEOGRAFIX LIMITED, PREMIER MONITORING
SERVICES LIMITED, MORETON PRISON SERVICES LIMITED, MORETON
PRISON (HOLDINGS) LIMITED, ASHFORD PRISON SERVICES LIMITED,
CAMBRIDGESHIRE CUSTODIAL SERVICES LIMITED AND WACKENHUT
CORRECTIONS CORPORATION, N.V..N.V. PRIOR TO JOINING THE COMPANY,WCC, MR.
CALABRESE WAS A PARTNER IN THE AKRON (OH) LAW FIRM OF
CALABRESE, DOBBINS AND KEPPLE. HIS PRIOR EXPERIENCE INCLUDES
POSITIONS AS ASSISTANT CITY LAW DIRECTOR IN AKRON AND
ASSISTANT COUNTY PROSECUTOR AND CHIEF OF THE COUNTY BUREAU
OF SUPPORT FOR SUMMIT COUNTY (OH). HE IS A GRADUATE OF THE
UNIVERSITY OF AKRON AND HAS A JURIS DOCTOR FROM THE
UNIVERSITY OF AKRON LAW SCHOOL. (D)(d)
- --------------------------------------------------------------------------------

NORMAN-----------------------------------------------------------------------------------------------
Norman A. CARLSONCarlson MR. CARLSON HAS SERVED AS A DIRECTOR OF THE
1994 CORPORATIONWCC SINCE APRIL
(PHOTO) 1994, AND HAD PREVIOUSLY
Age 66 SERVED AS A DIRECTOR OF THE
WACKENHUT CORPORATION SINCE APRIL 1993. MR. CARLSON RETIRED
FROM THE DEPARTMENT OF JUSTICE IN 1987 AFTER SERVING FOR 17
[PHOTO]
YEARS AS DIRECTOR OF THE FEDERAL BUREAU OF PRISONS. DURING
HIS 30-YEAR CAREER, MR. CARLSON WORKED AT THE UNITED STATES
PENITENTIARY, LEAVENWORTH, KANSAS, AND THE FEDERAL
CORRECTIONAL INSTITUTION, ASHLAND, KENTUCKY. MR. CARLSON WAS
PRESIDENT OF THE AMERICAN CORRECTIONAL ASSOCIATION FROM 1978
TO 1980, AND IS A FELLOW IN THE NATIONAL ACADEMY OF PUBLIC
ADMINISTRATION. FROM 1987 UNTIL 1998, MR. CARLSON WAS
ADJUNCT PROFESSOR IN THE DEPARTMENT OF SOCIOLOGY AT THE
UNIVERSITY OF MINNESOTA. (C)(E)(F)(c)(e)(f)

- --------------------------------------------------------------------------------

34
5

NOMINEE AND YEAR PRESENT AND PAST POSITIONS
FIRST BECAME DIRECTOR AND OTHER INFORMATION6
CONTINUING DIRECTORS
- --------------------------------------------------------------------------------

BENJAMINBenjamin R. CIVILETTICiviletti MR. CIVILETTI HAS SERVED AS A DIRECTOR OF THE
1994 CORPORATION SINCE APRIL 1994. MR. CIVILETTI HAS BEEN
Age 64 CHAIRMAN OF THE LAW FIRM VENABLE,
(PHOTO) BAETJER AND HOWARD SINCE 1993 AND WAS MANAGING PARTNER OF
THE FIRM FROM 1987 TO 1993. FROM 1979 TO 1980, MR. CIVILETTI
SERVED AS THE ATTORNEY GENERAL OF THE UNITED STATES. MR.
[PHOTO] CIVILETTI IS CHAIRMAN OF THE BOARD OF GREATER BALTIMORE
MEDICAL CENTER AND THE FOUNDING CHAIRMAN OF THE MARYLAND
LEGAL SERVICES CORPORATION; A DIRECTOR OF BETHLEHEM STEEL
CORPORATION, ANDCORPORATION; A DIRECTOR OF MBNA CORPORATION AND MBNA
INTERNATIONAL,INTERNATIONAL; AND IS A DIRECTOR OF THE WACKENHUT
CORPORATION. MR. CIVILETTI IS A FELLOW OF THE AMERICAN BAR
FOUNDATION, THE AMERICAN LAW INSTITUTE, AND THE AMERICAN
COLLEGE OF TRIAL LAWYERS. MR. CIVILETTI WAS CHAIRMAN OF THE
MARYLAND GOVERNOR'S COMMISSION ON WELFARE POLICY IN 1993,
AND A MEMBER OF THE MARYLAND GOVERNOR'S TASK FORCE ON
ALTERNATIVES TO INCARCERATION IN 1991.
(B)(C)(E)(F)(b)(c)(e)(f)
- --------------------------------------------------------------------------------

RICHARD-----------------------------------------------------------------------------------------------
Richard H. GLANTONGlanton MR. GLANTON IS A PARTNER, CORPORATE AND FINANCE 1998 GROUP, IN
(PHOTO) THE LAW FIRM OF REED SMITH SHAW & MCCLAY
Age 53 LLP, PHILADELPHIA,
PA AND HAS BEEN WITH THE FIRM SINCE 1987. FROM 1979 TO 1983,
HE WAS DEPUTY COUNSEL TO RICHARD L. THORNBURGH, FORMER
GOVERNOR OF PENNSYLVANIA. MR. GLANTON PRESENTLY SERVES ON
THE [PHOTO] BOARDS OF COMMERCIAL GENERAL UNION OF NORTH AMERICA;
EXELON CORPORATION; PECO ENERGY COMPANY; AND PHILADELPHIA
SUBURBAN CORPORATION, A WATER UTILITY COMPANY. HE IS ALSO
CHAIRMAN OF PHILADELPHIA TELEVISION NETWORK, A NEW
24-HOUR ALL-NEWS TELEVISION STATION IN PHILADELPHIA.NETWORK. HE SERVED AS
CO-CHAIR OF THE GIRARD INDEPENDENT COMMITTEE, WHICH WAS
ESTABLISHED IN DECEMBER, 1997 FOR
THE PURPOSE OF INVESTIGATING THE
MANAGEMENT OF A LARGE TRUST FUND IN PHILADELPHIA, WHICH
CONCLUDED ITS MISSION BY ABOUT JUNE, 1998. HE IS A GRADUATE
OF WEST GEORGIA COLLEGE, AND EARNED A J.D. DEGREE FROM THE
UNIVERSITY OF VIRGINIA SCHOOL OF LAW.(B)(F)(b)(f)
- --------------------------------------------------------------------------------

MANUEL-----------------------------------------------------------------------------------------------
Manuel J. JUSTIZ DR. JUSTIZ HAS BEEN A DIRECTOR OF THE CORPORATION
1994 SINCE JUNE 1994.Justiz ON JANUARY 1, 1990, DR. JUSTIZ WAS Age 51 APPOINTED DEAN OF THE
(PHOTO) COLLEGE OF EDUCATION AT THE UNIVERSITY OF TEXAS AT AUSTIN,
WHERE HE HOLDS THE A.M. AIKIN REGENTS CHAIR IN EDUCATIONAL
LEADERSHIP AND THE LEE HAGE JAMAIL REGENTS CHAIR IN
EDUCATION.
[PHOTO] FROM 1985 TO 1989, DR. JUSTIZ WAS A CHAIRED
PROFESSOR OF EDUCATIONAL LEADERSHIP AND PUBLIC POLICIES AT
THE UNIVERSITY OF SOUTH CAROLINA, AND IN THE ACADEMIC YEAR
1988-89 WAS THE MARTIN LUTHER KING-ROSA PARKS DISTINGUISHED
SCHOLAR-IN-RESIDENCE AT THE UNIVERSITY OF MICHIGAN IN ANN
ARBOR. FROM 1982 TO 1985, DR. JUSTIZ SERVED AS THE DIRECTOR
OF THE NATIONAL INSTITUTE OF EDUCATION AFTER BEING APPOINTED
BY PRESIDENT REAGAN AND CONFIRMED BY THE U.S. SENATE. IN
THIS POSITION, DR. JUSTIZ SERVED AS PRINCIPAL SPOKESPERSON
FOR EDUCATIONAL POLICY AND RESEARCH TO THE PRESIDENT,
SECRETARY OF EDUCATION, CONGRESS AND EDUCATION ASSOCIATIONS.ASSOCIA-
TIONS. DR. JUSTIZ ALSO SERVES AS
STRATEGIC ADVISOR TOON THE BOARD OF DIRECTORS OF
VOYAGER EXPANDED LEARNING.LEARNING AND EDGATE.COM. DR. JUSTIZ EARNED
A PHD IN HIGHER EDUCATION ADMINISTRATION FROM SOUTHERN
ILLINOIS UNIVERSITY IN 1976. HE RECEIVED A BACHELOR OF ARTS
DEGREE IN POLITICAL SCIENCE IN 1970 AND A MASTERS OF SCIENCE
DEGREE IN EDUCATION IN 1972. HE ALSO HOLDS THREE HONORARY
DOCTORATE DEGREES FROM OTHER COLLEGES AND
UNIVERSITIES. (D)(E)(F)(b)(d)(f)

- --------------------------------------------------------------------------------

45
6

NOMINEE AND YEAR PRESENT AND PAST POSITIONS
FIRST BECAME DIRECTOR AND OTHER INFORMATION7
CONTINUING DIRECTORS
- --------------------------------------------------------------------------------

JOHNJohn F. RUFFLERuffle MR. RUFFLE IS A RETIRED IN JUNE, 1993 AS VICE CHAIRMAN AND 1997 DIRECTOR OF J.P.
(PHOTO) MORGAN & CO., INC., AND MORGAN
Age 62 GUARANTY TRUST COMPANY OF NEW
YORK.YORK SINCE JUNE 1, 1993. HE JOINED J.P. MORGAN IN 1970 AS
CONTROLLER AND WAS NAMED CFO IN 1980, AND ELECTED VICE
CHAIRMAN IN 1985. EARLIER, HE WAS ASSISTANT TREASURER AND
DIRECTOR OF ACCOUNTING [PHOTO] FOR INTERNATIONAL PAPER COMPANY. MR.
RUFFLE ALSO SERVES AS A DIRECTOR OF BETHLEHEM STEEL
CORPORATION, AMERICAN SHARED HOSPITAL SERVICES, AND TRIDENT
CORPORATION, AND IS A DIRECTOR OF THE WACKENHUT CORPORATION. HE IS A TRUSTEE
OF THE JOHNS HOPKINS UNIVERSITY AND OF JPM SERIES TRUST II
(MUTUAL FUNDS). HE IS A PAST PRESIDENT OF THE BOARD OF
TRUSTEES OF THE FINANCIAL ACCOUNTING FOUNDATION AND A PAST
CHAIRMAN OF THE FINANCIAL EXECUTIVES INSTITUTE, AND IN 1991
RECEIVED THE FINANCIAL EXECUTIVE INSTITUTE'S NATIONAL AWARD
FOR DISTINGUISHED SERVICE. MR. RUFFLE IS A GRADUATE OF THE JOHNS
HOPKINS UNIVERSITY AND EARNED AN M.B.A. IN FINANCE FROM
RUTGERS UNIVERSITY. HE IS ALSO A CPA. (C)(D)(F)(c)(d)(f)
- --------------------------------------------------------------------------------

GEORGE-----------------------------------------------------------------------------------------------
George R. WACKENHUTWackenhut MR. WACKENHUT IS CHAIRMAN OF THE BOARD. HE IS 1988 CHAIRMAN OF
(PHOTO) THE BOARD AND WAS CHIEF EXECUTIVE OFFICER
Age 80 OF THE WACKENHUT
CORPORATION (TWC OR PARENT) UNTIL FEBRUARY 17, 2000. HE WAS
PRESIDENT OF TWC FROM THE TIME IT WAS FOUNDED IN 1954 UNTIL
APRIL 26, 1986. HE FORMERLY WAS A SPECIAL AGENT OF THE
FEDERAL BUREAU OF
[PHOTO] INVESTIGATION. MR. WACKENHUT IS A MEMBER
OF THE BOARD OF TRUSTEES OF CORRECTIONAL PROPERTIES TRUST, A
FORMER MEMBER OF THE BOARD OF DIRECTORS OF SSJ MEDICAL
DEVELOPMENT, INC., MIAMI, FLORIDA, AND IS ON THE DEAN'S
ADVISORY BOARD OF THE UNIVERSITY OF MIAMI SCHOOL OF
BUSINESS. HE IS ON THE NATIONAL COUNCIL OF TRUSTEES,
FREEDOMS FOUNDATION AT VALLEY FORGE, THE PRESIDENT'S
ADVISORY COUNCIL FOR THE SMALL BUSINESS ADMINISTRATION,
REGION IV, AND A MEMBER OF THE NATIONAL BOARD OF THE
NATIONAL SOCCER HALL OF FAME. HE IS A PAST PARTICIPANT IN
THE FLORIDA GOVERNOR'S WAR ON CRIME AND A PAST MEMBER OF THE
LAW ENFORCEMENT COUNCIL, NATIONAL COUNCIL ON CRIME AND
DELINQUENCY, AND THE BOARD OF VISITORS OF THE U.S. ARMY
MILITARY POLICE SCHOOL. HE IS ALSO A MEMBER OF THE AMERICAN
SOCIETY FOR INDUSTRIAL SECURITY. HEMR. WACKENHUT WAS A
RECIPIENT IN 1990 OF THE LABOR ORDER OF MERIT, FIRST CLASS,
FROM THE GOVERNMENT OF VENEZUELA; AND, IN 1999 WAS AWARDED
THE DISTINGUISHED ELLIS ISLAND MEDAL OF HONOR BY THE
NATIONAL ETHNIC COALITION OF ORGANIZATIONS. ALSO IN
1999,HE HAS BEEN
DESIGNATED A "DISTINGUISHED ALUMNUS" BY WEST CHESTER
UNIVERSITY, THE UNIVERSITY OF HAWAII, AND JOHNS HOPKINS
UNIVERSITY. HE WAS INDUCTED INTO THE WEST CHESTER UNIVERSITY
HALL OF FAME ANDFAME; THE ATHLETE'S HALL OF FAME IN HIS HOME COUNTY,
DELAWARE COUNTY, PA. MR.
WACKENHUTPA; AND THE "WALL OF FAME", CONSISTING OF
PROMINENT GRADUATES OF UPPER DARBY (PA) HIGH SCHOOL. HE
RECEIVED HIS B.S. DEGREE FROM THE UNIVERSITY OF HAWAII AND
HIS M.ED. DEGREE FROM JOHNS HOPKINS UNIVERSITY. MR.
WACKENHUT IS THE FATHER OF RICHARD R. WACKENHUT, A
DIRECTOR-NOMINEE. (A)(B)(a)

- --------------------------------------------------------------------------------

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7

NOMINEE AND YEAR PRESENT AND PAST POSITIONS
FIRST BECAME DIRECTOR AND OTHER INFORMATION8
CONTINUING DIRECTORS
- --------------------------------------------------------------------------------

RICHARDRichard R. WACKENHUTWackenhut MR. WACKENHUT, VICE CHAIRMAN OF THE BOARD OF THE 1988 WACKENHUT
(PHOTO) CORPORATION (TWC OR PARENT) SINCE NOVEMBER
Age 52 5, 1999, HAS BEEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF TWC SINCE FEBRUARY
17, 2000, AND WAS PRESIDENT AND CHIEF OPERATING OFFICER OF
TWC FROM APRIL, 26, 1986.1986 TO APRIL, 2000. HE WAS FORMERLY SENIOR
VICE PRESIDENT, OPERATIONS FROM
[PHOTO] 1983-1986. HE WAS MANAGER OF
PHYSICAL SECURITY FROM 1973-74. HE ALSO SERVED AS MANAGER,
DEVELOPMENT AT TWC HEADQUARTERS FROM 1974-76; AREA MANAGER,
COLUMBIA, SC FROM 1976-77; DISTRICT MANAGER, COLUMBIA, SC
FROM 1977-79; DIRECTOR, PHYSICAL SECURITY DIVISION AT TWC
HEADQUARTERS FROM 1979-80; VICE PRESIDENT, OPERATIONS FROM
1981-82; AND SENIOR VICE PRESIDENT, DOMESTIC OPERATIONS FROM
1982-83. MR. WACKENHUT IS A MEMBER OF THE BOARD OF DIRECTORS
OF THE WACKENHUT CORPORATION, A DIRECTOR OF WACKENHUT DEL
ECUADOR, S.A.; WACKENHUT UK, LIMITED; WACKENHUT DOMINICANA,
S.A.; CHAIRMAN OF THE BOARD OF DIRECTORS OF WACKENHUT
RESOURCES, INC.; A MEMBER THE BOARD OF TRUSTEES OF
CORRECTIONAL PROPERTIES TRUST; AND A DIRECTOR OF SEVERAL
DOMESTIC SUBSIDIARIES OF THE
CORPORATION.TWC. HE IS VICE CHAIRMAN OF
ASSOCIATED INDUSTRIES OF FLORIDA. HE IS ALSO A MEMBER OF THE
AMERICAN SOCIETY FOR INDUSTRIAL SECURITY, A MEMBER OF THE
CITADEL ADVISORY COUNCIL, A MEMBER OF THE INTERNATIONAL
SECURITY MANAGEMENT ASSOCIATION, AND A MEMBER OF THE
INTERNATIONAL ASSOCIATION OF CHIEFS OF POLICE. HE RECEIVED
HIS B.A. DEGREE FROM THE CITADEL IN 1969, AND COMPLETED THE
ADVANCED MANAGEMENT PROGRAM OF THE HARVARD UNIVERSITY SCHOOL
OF BUSINESS ADMINISTRATION IN 1987. MR. WACKENHUT IS THE SON
OF GEORGE R. WACKENHUT, A DIRECTOR-NOMINEE. (A)(a)
- --------------------------------------------------------------------------------

GEORGE-----------------------------------------------------------------------------------------------
George C. ZOLEY DR.Zoley MR. ZOLEY IS VICE CHAIRMAN AND CHIEF EXECUTIVE 1988 OFFICER OF
THE COMPANY.(PHOTO) WCC. HE HAS SERVED AS PRESIDENT Age 50 AND A DIRECTOR OF THE COMPANYWCC SINCE
IT WAS INCORPORATED IN 1988, AND CHIEF EXECUTIVE OFFICER
SINCE APRIL 1994. DR.MR. ZOLEY ESTABLISHED THE
CORPORATIONWCC AS A DIVISION OF
THE WACKENHUT
[PHOTO] CORPORATION IN 1984, AND CONTINUES TO BE A
MAJOR FACTOR IN THE COMPANY'SWCC'S DEVELOPMENT OF ITSTHE PRIVATIZED
CORRECTIONAL AND DETENTION FACILITY BUSINESS. DR.MR. ZOLEY IS
ALSO A DIRECTOR OF WACKENHUT CORRECTIONS
(UK) LTD., PREMIER CUSTODIAL GROUP LIMITED, PREMIER
PRISON SERVICES LIMITED, PREMIER TRAINING SERVICES
LIMITED, LOWDHAM GRANGE PRISON SERVICES LIMITED,
KILMARNOCK PRISON SERVICES LIMITED, KILMARNOCK PRISON
(HOLDINGS) LIMITED, PUCKLECHURCH CUSTODIAL SERVICES
LIMITED, PUCKLECHURCH CUSTODIAL (HOLDINGS) LIMITED,
MEDOMSLEY TRAINING SERVICES LIMITED, MEDOMSLEY
HOLDINGS LIMITED, PREMIER GEOGRAFIX LIMITED, PREMIER
MONITORING SERVICES LIMITED, MORETON PRISON SERVICES
LIMITED, MORETON PRISON (HOLDINGS) LIMITED, WACKENHUT CORRECTIONS CORPORATION
AUSTRALIA PTY LIMITED, AUSTRALASIAN CORRECTIONAL SERVICES
PTY LIMITED, AUSTRALASIAN CORRECTIONAL MANAGEMENT PTY
LIMITED, WACKENHUT CORRECTIONS CANADA,CANADIAN CORRECTIONAL MANAGEMENT INC., WCC RE
HOLDINGS, INC., ATLANTIC SHORES HEALTHCARE, WACKENHUT
CORRECTIONS CORPORATION, N.V., AND OF OTHER SUBSIDIARIES
THROUGH WHICH THE CORPORATIONWCC CONDUCTS ITS OPERATIONS. MR. ZOLEY IS ALSO
A TRUSTEE OF CORRECTIONAL PROPERTIES TRUST. FROM 1981
THROUGH 1988, AS MANAGER, DIRECTOR, AND THEN VICE PRESIDENT
OF GOVERNMENT SERVICES OF WACKENHUT SERVICES, INC. (WSI),
DR.MR. ZOLEY WAS RESPONSIBLE FOR THE DEVELOPMENT OF
OPPORTUNITIES IN THE PRIVATIZATION OF GOVERNMENT SERVICES BY
WSI. PRIOR TO JOINING WSI, DR.MR. ZOLEY HELD VARIOUS
ADMINISTRATIVE AND MANAGEMENT POSITIONS FOR CITY AND COUNTY
GOVERNMENTS IN SOUTH FLORIDA. DR.MR. ZOLEY HAS BOTH A MASTERS
AND DOCTORATE DEGREE IN PUBLIC ADMINISTRATION. (A)(D)(a)(d)

6- --------------------------------------------------------------------------------
7
89

DIRECTOR NOMINEE
- --------------------------------------------------------------------------------

Philip L. Maslowe MR. MASLOWE IS EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL
(PHOTO) OFFICER AND TREASURER OF THE WACKENHUT CORPORATION (TWC OR
PARENT), AND HAS BEEN WITH TWC SINCE AUGUST 1997. MR.
MASLOWE WAS EMPLOYED BY KINDERCARE LEARNING CENTERS, INC. AS
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER FROM
1993 TO 1997. BEFORE JOINING KINDERCARE, HE WAS EXECUTIVE
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER OF THRIFTY
CORPORATION. FROM 1980 TO 1991, HE WAS WITH THE VONS
COMPANIES, INC., SERVING IN HIS LAST POSITION AS GROUP VICE
PRESIDENT, FINANCE. MR. MASLOWE ALSO SERVES ON THE BOARD OF
DIRECTORS OF BRUNO'S SUPERMARKETS, INC., A SUPERMARKET
CHAIN. MR. MASLOWE IS A GRADUATE OF LOYOLA UNIVERSITY OF
CHICAGO (MAGNA CUM LAUDE) AND HOLDS A M.B.A. FROM THE J.L.
KELLOGG GRADUATE SCHOOL OF MANAGEMENT AT NORTHWESTERN
UNIVERSITY.

(a) Member of Executive Committee

(b) Member of Nominating and Compensation Committee

(d) Member of Corporate Planning Committee

(e) Member of Operations and Oversight Committee

(f) Member of Independent Committee

The election of the directors listed above will require the affirmative vote of
the holders of a plurality of the shares present or represented at the
shareholders meeting.

Abstentions will be treated as shares represented at the
meeting and therefore will be the equivalent of a negative vote, and broker
non-votes will not be considered as shares represented at the meeting.

COMPOSITION AND FUNCTIONS OF SPECIFIC COMMITTEES OF THE BOARD OF DIRECTORS

Wackenhut Corrections CorporationThe Board of Directors has established an Audit and FinanceExecutive Committee, whose
members were as follows:

John F. Ruffle, Chairman Benjamin R. Civiletti Norman A. Carlson

The Audit and Finance Committee met four times during the past fiscal year.

The Audit and Finance Committee's principal functions and responsibilities are
as follows:

1. Recommend the selection, retention, or termination of the
Corporation's independent auditors.
2. Review the proposed scope of the audit and fees.
3. Review the quarterly and annual financial statements and the
results of the audit with management, the internal auditors,
and the independent auditors with emphasis on the quality of
earnings in terms of accounting policies selected; this
activity would also entail assisting in the resolution of
problems that might arise in connection with an audit if and
when this becomes necessary.
4. Review with management and independent auditors the
recommendations made by the auditors with respect to changes
in accounting procedures and internal accounting controls as
well as other matters of concern to the independent auditors
resulting from their audit activity.
5. Review with management and members of the internal audit team
the activities of and recommendations made by this group.
6. Inquire about and be aware of all work (audit, tax,
consulting) that the independent auditors perform for the
Corporation.
7. Recommend policies to avoid unethical, questionable, or
illegal activities by Corporation personnel.
8. Make periodic reports to the full Board on its activities.

Wackenhut Corrections Corporation also has a Nominating and
Compensation Committee, which,and an Audit and Finance Committee.

The Executive Committee's members are George R. Wackenhut, Richard R. Wackenhut
and George C. Zoley. The Executive Committee has full authority to exercise all
the powers of the Board of Directors between meetings of the Board of Directors,
except as reserved by the Board of Directors.

The Nominating and Compensation Committee's members are Benjamin R. Civiletti
(Committee Chairman), Richard H. Glanton and Manuel J. Justiz. The Nominating
and Compensation Committee, in addition to its role in recommending compensation
for the Chief Executive Officer and the other executive officers, evaluates
possible Director nominees and makes recommendations concerning such nominees to
the Board of Directors, and recommends to the Chairman and the Board itself the
composition of Board Committees and nominees for officers of the Corporation.WCC. See the Report
of the Compensation Committee later in this Proxy Statement. Shareholders
desiring to suggest qualified nominees for director should advise the Secretary
of the Corporation in writing and include sufficient biographical material to
permit an appropriate evaluation.

AThe Audit and Finance Committee's members are John F. Ruffle (Committee
Chairman), Benjamin R. Civiletti and Norman A. Carlson. The Audit and Finance
Committee met five times during the past fiscal year. The Audit and Finance
Committee's principal functions and responsibilities are set forth in the Audit
and Finance Committee Charter that is included with this Proxy Statement as
Appendix I. The Report of the Audit and Finance Committee is included later in
this Proxy Statement.

8
10

The Board of Directors held four meetings during the 2000 fiscal year. Each
incumbent director attended at least 75% of the total number of four meetings of the
Board of Directors wasand the total number of meetings held by all Board committees
on which he served.

AUDIT FEES

The aggregate fees billed during the 1999most recently completed fiscal year.

7year for
services rendered by Arthur Andersen LLP, WCC's independent certified public
accountants, for professional services rendered in connection with the audit of
WCC's annual financial statements (Form 10-K) and reviews of WCC's quarterly
financial statements (Forms 10-Q) were $217,000.

FINANCIAL INFORMATION SYSTEMS DESIGN

No fees were billed during the most recently completed fiscal year for services
rendered by Arthur Andersen LLP for professional services such as directly or
indirectly operating or supervising the operation of WCC's information systems,
managing WCC's local area network, or designing or implementing a hardware or
software system that aggregates source data underlying the financial statements
or generates information that is significant to WCC's financial statements taken
as a whole.

ALL OTHER FEES

The aggregate fees billed during the most recently completed fiscal year for
services rendered by Arthur Andersen LLP other than services covered in the
preceding paragraphs were $129,000. The Audit and Finance Committee considered
whether the provision of these services was compatible with maintaining Arthur
Andersen LLP's independence.

Arthur Andersen LLP attributes 0% of engagement hours expended to work performed
by persons other than full-time, permanent employees of Arthur Andersen LLP.

A representative of Arthur Andersen LLP is expected to be present at the
shareholders meeting and shall have an opportunity to make a statement if he or
she so desires. This representative will also be available to respond to
appropriate questions raised at the meeting.

9
911

SECURITY OWNERSHIP

The following table shows the number of shares of the Corporation'sWCC's Common Stock, each with
a par value of $.01 per share, that waswere beneficially owned as of March 7, 2000,2001,
by each director nominee for election as director at the 20002001 Annual Meeting of
Shareholders, by each named executive officer, by all director nominees and
executive officers as a group, and by each person or group who was known by the CorporationWCC
to beneficially own more than 5% of the Corporation'sWCC's outstanding Common Stock.

COMMON STOCK
BENEFICIAL OWNER (1)-----------------------------
AMOUNT & NATURE
OF BENEFICIAL PERCENT OF
BENEFICIAL OF
OWNERSHIP (2)OWNER(1) OWNERSHIP(2)(4) CLASS
- ----------------------------------------------------------------------------------------------------------------------------------------------------

DIRECTOR NOMINEES
Wayne H. Calabrese 72,334103,334 *
Norman A. Carlson 5,0006,000 *
Benjamin R. Civiletti 8,00010,000 *
Richard H. Glanton 4,0006,000 *
Manuel J. Justiz 9,00011,000 *
Philip L. Maslowe 0 *
John F. Ruffle 7,5009,500 *
George R. Wackenhut (beneficially with wife, Ruth
J. Wackenhut) 12,107,530(5) 54.0857.62
Richard R. Wackenhut 74,666 *
George C. Zoley 194,000 *268,000 1.3

EXECUTIVE OFFICERS
Robert W. Mianowski 15,000Carol M. Brown 64,774 *
John J. Bulfin 4,000 *
John M. Hurley 6,000 *
Donald H. Keens 18,000 *
John G. O'Rourke 39,000 *
Carol M. Brown 48,774 *
Patricia McNair Persante 46,03255,000 *

ALL NOMINEES AND EXECUTIVE 12,647,836 56.50
OFFICERS AS A GROUP 12,743,804 60.65

OTHER
The Wackenhut Corporation (3) 12,000,000 53.60
Dresdener RCM Global Investors LLC (6) 1,121,700 *
57.11

* Beneficially owns less than 1%
8

10
1012

NOTES

(1) Unless stated otherwise, the address of the beneficial owners is 4200
Wackenhut Drive, #100, Palm Beach Gardens, Florida 33410.

(2) Information concerning beneficial ownership was furnished by the
persons named in the table or derived from documents filed with the
Securities and Exchange Commission. Each person named in the table has
sole voting and investment power with respect to the shares
beneficially owned.

(3) Whose address is 4200 Wackenhut Drive, #100, Palm Beach Gardens, Florida
33410. These shares are indirectly held through a wholly owned
subsidiary of The Wackenhut Corporation, Tuhnekcaw, Inc., a Delaware
Corporation.

(4) Total shares include options whichthat are immediately exercisable. AllThe
number of shares shown for Executive Officers are subject to such options.options for Mr. Calabrese is 103,334, Mr.
Carlson is 6,000, Mr. Civiletti is 10,000, Mr. Glanton is 6,000, Mr.
Justiz is 10,000, Mr. Ruffle is 7,000, Mr. G.R. Wackenhut is 107,530,
Mr. R.R. Wackenhut is 74,666, Mr. Zoley is 268,000, Ms. Brown is
64,774, Mr. Bulfin is 4,000, Mr. Hurley is 6,000, Mr. Keens is 18,000,
and Mr. O'Rourke is 55,000.

(5) George R. Wackenhut and Ruth J. Wackenhut, through trusts over which
they have sole dispositive and voting power, control 50.05% of the
issued and outstanding voting common stock of The Wackenhut
Corporation. The Wackenhut Corporation, through a wholly owned
subsidiary, Tuhnekcaw, Inc., controls the
Corporation.WCC. By virtue of their control
of The Wackenhut Corporation, George R. Wackenhut and Ruth J. Wackenhut
are deemed beneficial owners of the CorporationWCC stock owned by The Wackenhut
Corporation.

(6) Persons Filing: Dresdener RCM Global Investors LLC, Dresdener
RCM Global Investors US Holdings LLC and Dresdener Bank AG
whose principal business addresses respectively are Four
Embarcadero Center, San Francisco, CA 94111; Four Embarcadero
Center, San Francisco, CA 94111; and Jurgen-Ponto-Platz 1,
60301 Frankfurt, Germany.

911
1113

EXECUTIVE COMPENSATION

The following table shows remuneration paid or accrued by the CorporationWCC during the fiscal
year ended January 2,December 31, 2000, and each of the two preceding fiscal years, to the
Chief Executive Officer and to each of the fivefour most highly compensated
executive officers of the CorporationWCC other than the Chief Executive Officer for services in
all capacities while they were employees of the
Corporation,WCC, and the capacities in which the
services were rendered.

On January 1, 2000, the Company appointed John Hurley as Senior Vice President,
Domestic Operations, Don Keens as Senior Vice President, International
Operations and John Bulfin as Senior Vice President and General Counsel. Robert
Mianowski, former Senior Vice President, Operations, assumed responsibilities as
Vice President, Community Corrections and Patricia Persante, former Senior Vice
President, Contract Compliance, assumed responsibilities as Vice President,
Contracts and Litigation.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------------------------------------- -------------------------------------
AWARDS
OTHER SECURITIES ALL OTHER
ANNUAL UNDERLYING COMPEN-
COMPENSATION OPTIONS/ SATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($SALARY($) BONUS ($BONUS($)(1) ($) SARS(#) ($)
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

George R. Wackenhut 19992000 375,000 127,50098,559 -- -- --
Chairman of the Board 19981999 375,000 127,500 -- -- --
-- --
19971998 -- -- -- -- --

George C. Zoley 2000 575,000 -- -- 70,000 --
Vice Chairman of the Board, 1999 500,000 195,500 -- 33,000 --
Vice Chairman of the Board,Chief Executive Officer 1998 436,000 227,000 -- 30,000 --
Chief Executive Officer 1997 348,000 122,500 -- 20,000 --
and Director

Wayne H. Calabrese 2000 375,000 42,500 -- 50,000 --
President, Chief Operating 1999 330,000 108,706 -- 25,000 --
PresidentOfficer and Director 1998 286,000 125,000 -- 20,000 --

Chief Operating Officer 1997 223,000 67,500John G. O'Rourke 2000 216,000 40,550 -- 10,000 --

Robert W. Mianowski 1999 200,000 48,600 -- 15,00030,000 --
Senior Vice President - 1998 166,000 60,000 -- 5,000 --
Operations 1997 130,000 33,750 -- 5,000 --

John G. O'Rourke 1999 200,000 52,488 -- 15,000 --
Senior Vice President -Finance, Chief Financial 1998 166,000 60,000 -- 5,000 --
Finance, Chief Financial 1997 128,000 32,500 -- 5,000 --
Officer and Treasurer

Carol M. Brown 2000 218,500 41,019 -- 30,000 --
Senior Vice President - 1999 190,000 53,055 -- 15,000 --
Senior Vice President -Health Services 1998 156,000 55,000 -- 5,000 --
Health Services 1997 123,000 31,250 -- 5,000 --

Patricia McNair Persante 1999 170,000 41,300 -- 15,000 --
Senior Vice-President 1998 135,000 48,000 -- 5,000 --
Contract Compliance 1997 112,000 27,950 -- 5,000 --

10
12

NOTES

(1) Includes amounts paid pursuant to the Corporation'sWCC's Senior Incentive Plan.

OPTIONS / 12
14

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTSGRANTS(2) FOR OPTION TERM (1)
-------------------------------------------------------- --------------------------TERM(3)
--------------------------- ----------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME & POSITION (2)POSITION(1) GRANTED FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

George C. Zoley 33,000 12% 18.6370,000 24% 8.44 2/18/09 $386,534 $979,55416/10 $371,441 $941,304
Wayne H. Calabrese 25,000 9% 18.6350,000 17% 8.44 2/18/09 $292,829 $742,086

Robert W. Mianowski 15,000 5% 18.63 2/18/09 $175,697 $445,25216/10 $265,315 $672,360
John G. O'Rourke 15,000 5% 18.6330,000 10% 8.44 2/18/09 $175,697 $445,25216/10 $159,189 $403,416
Carol M. Brown 15,000 5% 18.6330,000 10% 8.44 2/18/09 $175,697 $445,252

Patricia McNair Persante 15,000 5% 18.63 2/18/09 $175,697 $445,25216/10 $159,189 $403,416

(1) George R. Wackenhut received no Options/SAR Grants in the last Fiscal
Year.

(2) Options granted under the Stock Option Plan - 1999. Mr. Zoley's options
vest immediately, while Mr. Calabrese's, Mr. O'Rourke's and Ms. Brown's
options vest 20% at grant date and 20% each year thereafter until fully
vested.

(3) The full option term was used in the 5% and 10% annual growth
projections for the price of the underlying stock.

(2) George R. Wackenhut received no Options/SAR Grants in the last
Fiscal Year.

11
13

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

VALUE OF
NUMBER OF SECURITIES VALUE OFUNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT
OPTIONS/SARS AT FISCAL ATYEAR-
FISCAL YEAR-END(#) END($)
SHARES YEAR-END (#) YEAR-END ($)--------------------- ----------------
ACQUIRED
ON VALUE ONEXERCISABLE
EXERCISE REALIZED EXERCISABLE (E)EXERCISABLE(E)/ EXERCISABLE (E)/
(#) ($) UNEXERCISABLE (U) UNEXERCISABLE (U)UNEXERCISABLE(U) UNEXERCISABLE(U)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

George R. Wackenhut -- -- 32,864 E(1) -- U(1) 344,661 E(1) -- U(1)32,864E(1) --U(1) 202,935E(1) --U(1)
-- -- 74,666 E(2) -- U(2) 592,661 E(2) -- U(2)74,666E(2) --U(2) 270,664E(2) --U(2)

George C. Zoley -- -- 116,000 E(2) 12,000 U(2) 198,438 E(2) -- U(2)194,000E(2) 4,000U(2) 90,625E(2) --U(2)

Wayne H. Calabrese -- -- 49,334 E(2) 38,000 U(2) 177,276 E(2) -- U(2)72,334E(2) 65,000U(2) 80,961E(2) --U(2)

John G. O'Rourke -- -- 27,000 E(2) 18,000 U(2) 119,063 E(2) -- U(2)

Robert W. Mianowski -- -- 9,000 E(2) 18,000 U(2) -- E(2) -- U(2)

Patricia McNair Persante -- -- 1,232 E(1) -- U(1) 12,921 E(1) -- U(1)
38,800 E(2) 18,000 U(2) 22,225 E(2) -- U(2)39,000E(2) 36,000U(2) 54,375E(2) --U(2)

Carol M. Brown -- -- 6,108 E(1) -- U(1) 64,058 E(1) -- U(1)
30,666 E(2) 18,000 U(2) 148,161 E(2) -- U(2)6,108E(1) --U(1) 37,717E(1) --U(1)
42,666E(2) 36,000U(2) 67,664E(2) --U(2)

(1) Options under the WCC 1994 Stock Option Plan ("First Plan")

(2) Options under the WCC Second Stock Option Plan ("Second Plan")

1213
1415

The following table sets forth the estimated annual benefits payable under the
Executive Officer Retirement Plan ("Retirement Plan") to an employee upon
retirement at age 65 and reflects an offset by social security benefits.

PENSION PLAN TABLE

REMUNERATION YEARS OF SERVICE
- --------------------------- -------------------------------------------------------------------------------------------------- ---------------------------------------------------------------
ASSUMED AVERAGE ANNUAL (ESTIMATED ANNUAL RETIREMENT BENEFITS FOR
SALARY FOR FIVE-YEAR YEARS OF CREDITED SERVICE SHOWN BELOW)
PERIOD PRECEDING -------------------------------------------------------------------------------------------------------------------------------------------
RETIREMENT 10 15 20 25 30 35
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

$125,000 $ 5,052(2,665) $ 14,1053,862 $ 22,8829,502 $ 31,34714,090 $ 28,2126,177 $ 24,682(3,221)
150,000 9,552 20,855 31,882 42,597 39,462 35,9321,835 10,612 18,502 25,340 17,427 8,029
175,000 14,052 27,605 40,882 53,847 50,712 47,1826,335 17,362 27,502 36,590 28,677 19,279
200,000 18,552 34,355 49,882 65,097 61,962 58,43210,835 24,112 36,502 47,840 39,927 30,529
225,000 23,052 41,105 58,882 76,347 73,212 69,68215,335 30,862 45,502 59,090 51,177 41,779
250,000 27,552 47,855 67,882 87,597 84,462 80,93219,835 37,612 54,502 70,340 62,427 53,029
300,000 36,552 61,355 85,882 110,097 106,962 103,43228,835 51,112 72,502 92,840 84,927 75,529
400,000 54,552 88,355 121,882 155,097 151,962 148,43246,835 78,112 108,502 137,840 129,927 120,529
450,000 63,552 101,855 139,882 177,597 174,462 170,93255,835 91,612 126,502 160,340 152,427 143,029
500,000 72,552 115,355 157,882 200,097 196,962 193,43264,835 105,112 144,502 182,840 174,927 165,529

Dr.Mr. Zoley, has 18 years of credited service. Mr. Calabrese, hasMs. Brown, and Mr. O'Rourke have 19, 11, 10, and 8
years of credited service, each of Ms. Brown, Ms. Persante and Mr. Mianowski have 9 years
of credited service, and Mr. O'Rourke has 7 years of credited servicerespectively, under the
Corporation Retirement Plan. George R.
Wackenhut does not participate in the
Corporation'sWCC's Retirement Plan but is covered by the
Parent Retirement Plan.

The CorporationWCC's Retirement Plan is a defined benefit plan and, subject to certain maximum
and minimum provisions, bases pension benefits on a percentage of the employee's
final average annual salary, not including bonus (earned during the employee's
last five years of credited service) times the employee's years of credited
service. Benefits under the Corporation Retirement Plan are offset by social security
benefits. Generally, a participant will vest in his or her benefits upon the
completion of ten years of service. The amount of benefit increases for each
full year beyond ten years of service except that there are no further increases
after twenty fivetwenty-five years of service.

CORPORATION INCENTIVE PLAN

In March 1995, the CorporationWCC adopted the Wackenhut Corrections Corporation Senior Officer
Incentive Plan (the "Corporation Incentive Plan") for certain of its senior
officers including all of the Named Executive Officers. Participants in the
Corporation Incentive Plan are assigned a target incentive award, stated as a
percentage of the participant's base salary depending upon the participant's
position with the Corporation.WCC. The target incentive awardawards for 19992000 for the Chief Executive
Officer, President and Senior Vice Presidents of the
CorporationWCC were 35%, 30%, and 25%
respectively, of base salary. The Compensation Committee's decisions regarding
the amount of incentive compensation payable in a given year and the allocation
among the participants is based on several factors, including the Corporation'sWCC's
profitability, the contribution of a particular employee during the fiscal year
and compliance with previously agreed upon goals and objectives as outlined in
the Corporation'sWCC's strategic plan.

13
15

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION

During fiscal 1999,2000, Benjamin R. Civiletti (Chairman), Manuel J. Justiz and
Richard H. Glanton served on the Nominating and Compensation Committee of the
Board of Directors. George R. Wackenhut serves as an officer and director of
Parent and certain of its affiliates. Benjamin R. Civiletti also serves as Vice
Chairman of the Nominating and Compensation Committee of Parent.

14
16

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Nominating and Compensation Committee of the Board of Directors (the
"Compensation Committee") met two times during 1999.2000. The Compensation Committee
is composed of three independent, non-employee directors who are not eligible to
participate in any of the executive compensation programs. Among its other
duties, the Compensation Committee is responsible for recommending to the full
Board the annual remuneration for all executive officers, including the Chief
Executive Officer and the other officers named in the Summary Compensation Table
set forth above, and to oversee the Corporation'sWCC's compensation planplans for key employees. The
Compensation Committee seeks to provide, through its administration of the Corporation's compensationWCC's
Compensation program, salaries that are competitive and incentives that are
primarily related to corporate performance. The components of the compensation
program are base salary, annual incentive bonuses, retirement plans (as noted
earlier in this section of the Proxy), and long-term incentive awards in the form of stock
options.

Base salary is the fixed amount of total annual compensation paid to executives
on a regular basis during the course of the fiscal year. Management of the
CorporationWCC
determines a salary for each senior executive position that it believes is
appropriate to attract and retain talented and experienced executives, and that
is generally competitive with salaries for executives holding similar positions
at comparable companies. The starting point for this analysis is each officer's
base salary for the immediately preceding fiscal year. From time to time,this, time-to-time
management will obtain reports from independent organizations concerning
compensation levels for reasonably comparable companies. This information will
be used as a market check on the reasonableness of the salaries proposed by
management. The comparatorcomparative companies will include a group of competitor
companies whose revenue, performance, and position matches are deemed relevant
and appropriate. Management will then recommend executive salaries to the
Compensation Committee.

The Compensation Committee reviews and adjusts the salaries suggested by
management as it deems appropriate, and generally asks management to justify its
recommendations, particularly if there is a substantial difference between the
recommended salary and an officer's compensation for the prior fiscal year. In
establishing the base salary for each officer (including that of the CEO), the
Compensation Committee will evaluate numerous factors including the
Corporation'sWCC's operating
results, net income trends, and stock market performance, as well as comparisons
with financial and stock performanceperformances of other companies, including those that
are in competition with the Corporation.WCC. In addition, data developed as a part of the
strategic planning process, but which may not be directly relaterelated to corporate
profitability, will be utilized as appropriate.

The Summary Compensation Table set forth elsewhere in this Proxy Statement shows
the salariessalary of the CEO and the other named executive officers. The Compensation
Committee formally evaluates the performance of the CEO.

The CorporationWCC has an incentive compensation plan (the "Bonus Plan") for officers and key
employees. The aggregate amount of incentive compensation payable under the
Bonus Plan will be based on the Corporation'sWCC's consolidated revenue and income beforeafter
provision for income taxes. The Bonus Plan is intended as an incentive for
executives to increase both revenue and profit and uses these as factors in
calculating the individual bonuses. The weighingweightings for these factors are 65%
profit and 35% revenue. The CorporationWCC exceeded the revenue target and nearly achieved thefell short of
achieving profit target for 1999.2000. An adjustment to the incentive award (up to
20%50% upward or 80%100% downward) may be applied to reflect individual performance.
The Compensation Committee's decisions regarding the amount of incentive
compensation payable in a given year and the allocation among the participants
will be based on these factors, the contribution of a particular employee during
the fiscal year and compliance with previously agreed upon goals and objectives
as outlined in the Corporation'sWCC's strategic plan. The
CompanyWCC also maintains a Stock Option Plan (the
Plan) for executive officers, including the CEO and other key employees.
Participants receive stock option grants based upon their overall contribution
to the Corporation.WCC. Such options are granted at market value at the time of grant and have
variable vesting periods in order to encourage retention.

1415
1617

The base salary and Bonus Plan and Stock Option Plan components of compensation
will be implemented by the above described policies, and will result in a
compensation program that the Compensation Committee believes is fair,
competitive and in the best interests of the shareholders.

By the Nominating and Compensation CommitteeCommittee:
Benjamin R. Civiletti Chairman(Chairman)
Richard H. Glanton
Manuel J. Justiz

AUDIT AND FINANCE COMMITTEE REPORT

The Audit and Finance Committee of the Board of Directors of Wackenhut
Corrections Corporation met five times during 2000. All members of the Audit and
Finance Committee are independent as independence is defined in the applicable
standard of the New York Stock Exchange.

The Audit and Finance Committee has adopted a written charter that sets forth
its powers and duties. A copy of that charter is attached as an appendix to this
proxy. In accordance with those powers and duties, the Audit and Finance
Committee has:

1. reviewed and discussed the audited financial statements for the
fiscal year with management;

2. discussed with the independent accountants the matters required to be
discussed by SAS 61 (codification of Statements on Auditing
Standards, AU sec 380) as then modified or supplemented;

3. received the written disclosures and the letter from the independent
accountants required by Independence Standards Board Standard No. 1,
"Independence Discussions with Audit and Finance Committees," as then
modified or supplemented, and has discussed with the independent
accountants the independent accountants' independence;

4. based on the review and discussions referred to in paragraphs 1
through 3 above, the Audit and Finance Committee recommends to the
Board of Directors that the audited financial statements be included
in WCC's Annual Report on Form 10-K for the fiscal year for filing
with the Securities and Exchange Commission; and

5. reviewed its Charter and made such recommendations as it deems
necessary to the Board of Directors.

By the Audit and Finance Committee:
John F. Ruffle (Chairman)
Benjamin R. Civiletti
Norman A. Carlson

16
18

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
WACKENHUT CORRECTIONS CORPORATION, WILSHIRE 5000 EQUITY, AND
S & P&P SERVICES (COMMERCIAL AND CONSUMER) INDEXES

(Performance through December 31, 1999)

[GRAPH]2000)

WACKENHUT CORRECTIONS S & P&P SERVICES CORRECTIONS(COMMERCIAL
CORPORATION WILSHIRE 5000 (COMMERCIALEQUITY AND DATE CORPORATION EQUITY CONSUMER)
--------------------- -------------------- ------------------------

December 1994 $100.00 $100.00 $100.00
December 1995 $149.62 $136.46 $135.03
December 1996 $237.02 $165.41 $139.43
December 1997 $318.50 $217.16 $191.23
December 1998 $339.24 $268.05 $155.11
December 1999 $138.52 $331.40 $136.01Dec-95 100.00 100.00 100.00
Dec-96 158.42 121.22 103.26
Dec-97 212.87 159.14 141.63
Dec-98 226.73 196.43 114.87
Dec-99 92.58 242.72 100.72
Dec-00 58.42 216.58 67.52

The above graph compares the performance ofAssumes $100 invested on December 31, 1995 in Wackenhut Corrections Corporation
with that of the Wilshire 5000 Equity,Common Stock and the S&P Services Indexes, which is a
published industry index.

15Index companies.

* Total return assumes reinvestment of dividends.

17
1719

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SERVICES AGREEMENT. The CorporationWCC and Parent entered into a services agreement on
December 20, 1995 which became effective January 1, 1996, pursuant to which
Parent agreed to continue to provide certain of these services to the
CorporationWCC through
January 2, 2000. This agreement is being renewed on a yearly basis.

In accordance with the terms of the Services Agreement, the CorporationWCC paid Parent a fixed
annual fee for services (the "Annual Services Fee") equal to $1,200,342$3,468,000 in
fiscal 1997, $1,718,100 in fiscal 1998 and $2,944,000 in fiscal
1999.2000. Management of the CorporationWCC believes that the Annual Services Fees under the
Services Agreement are on terms no less favorable to the CorporationWCC than could be obtained
from unaffiliated third parties. If the CorporationWCC determines that it can obtain any of the
services to which the Annual Services Fees relate at a cost less than that
specified in the Services Agreement, the CorporationWCC may obtain such services from another
party and terminate the provision of such services by the Parent with a
corresponding reduction in the Annual Services Fee.

Under the Services Agreement, the services to be provided by Parent to the
CorporationWCC for
the Annual Services Fee include the following:

LEGAL SERVICES. Under the Services Agreement, Parent provides
legal advice on all matters affecting the Corporation, including, among
other things, assistance in the preparation of the Corporation's
Securities and Exchange Commission ("SEC") and other regulatory
filings, review and negotiation of joint venture and other contractual
arrangements, and provision of day-to-day legal advice in the operation
of the Corporation's business, including employee related matters.

FINANCIAL, ACCOUNTING, TAX AND GOVERNMENT CONTRACTRISK MANAGEMENT SERVICES. Under the
Services Agreement, Parent provides the CorporationWCC with (i) treasury operations,
(ii) payroll operations, (iii) tax advisory services and preparation of tax
returns, (iv) limited support in the processing of accounts payable,
tax returns and payroll, (iii) conducting(v) periodic internal field audits, and (iv) purchasing assistance on an as needed
basis. Under the Services Agreement, Parent also provided the
Corporation with assistance in (i) deployment of new software for
accounting and inmate(vi) risk management (ii) management and administration of
its government contracts, pricing proposals and responding to
government inquiries and audits and (iii) the preparation of accounting
reports, financial projections, budgets, periodic SEC filings and tax
returns.services.

HUMAN RESOURCES SERVICES. Under the Services Agreement, Parent
provides the CorporationWCC assistance in the identification and selection of employees,
the development of competitive salary ranges, and compliance by the CorporationWCC with
various equal employment opportunity and other employment related
requirements. Parent also assists the CorporationWCC in implementing and administering
employee benefit plans and retirement programs which comply with applicable
laws and regulations.

INFORMATION TECHNOLOGY. Under the Services Agreement, Parent provides
WCC with (i) training services, (ii) application development,
(iii) telephone support for application users, (iv) configuration and
development of personal computer support, (v) updates of application
systems, (vi) design and execution of disaster recovery plans and
(vii) telecommunications infrastructure and support.

Any services provided by Parent to the CorporationWCC beyond the services covered by the Annual
Services Fees are billed to the CorporationWCC at cost or on a cost plus basis as described in
each of the Services Agreement or on such other basis as the CorporationWCC and Parent agree.

16
18

The following table sets forth certain amounts billed to the CorporationWCC during fiscal 1997, fiscal 1998 and fiscal 19992000
for services not covered by the Annual Services Fee paid under the 1996 Services
Agreement.

Fiscal 1997 FISCAL 1998 FISCAL 1999
- ------------------------------------------------------------------------------------------------2000
-----------

Food Services $ 461,000 $ 839,000 $ --
Casualty Insurance Premiums (1) 4,957,000 7,423,000 9,454,000Premiums(1)..................... 13,588,000
Interest Charges (Income)(2) 10,000 (122,000) (492,000)....................... 65,000
Office Rental (3) 285,000 361,000 286,000

TOTAL $5,713,000 $ 8,501,000 $ 9,248,000Rental(3)................................... 315,000
Total.................................... $13,968,000

(1) Casualty insurance premiums relate to workers' compensation, general
liability and automobile insurance coverage obtained through Parent's
Insurance Program. Substantially, all of the casualty insurance
premiums represented premiums paid to a captive reinsurance company
that is wholly owned by Parent. Under the terms of each of the Services
Agreement, the
CorporationWCC also has the option to continue to participate in
certain other insurance policies maintained by Parent for which the CorporationWCC
reimburses Parent for direct and indirect costs associated in providing
such services.

(2) The CorporationWCC is charged interest on intercompany indebtedness and charges
interest on intercompany loans at rates that reflect Parent's average
interest costs on long-term debt, exclusive of mortgage financing.

18
20

(3) Effective February 15, 1996, the CorporationWCC entered into a 15-year agreement with
Parent providing for the rental of approximately 14,672 square feet of
office space at its corporate headquarters in Palm Beach Gardens,
Florida, at an annual rate of $285,519$315,328 ($19.50 per square foot) on
terms which the CorporationWCC believes to be no less favorable to the
Corporation than could have been
obtained from unaffiliated third parties. In 1998,Parent also provides building
services such as mailroom, reception and security as a component of the
Corporation increased the space it
rents by approximately 1,600 square feet and paid common area
maintenance charges related to 1997 and 1998.Services Agreement.

Management of the CorporationWCC believes that the services provided for the Annual Services
Fees and the other services that will or may be provided under the Services
Agreement are, or will be, on terms no less favorable to the
CorporationWCC than could have
been obtained from unaffiliated third parties.

Under the terms of the Services Agreement, Parent has further agreed that for so
long as it provides the CorporationWCC with any services (including those provided under the
Services Agreement) and for a period of two years thereafter, Parent and its
affiliates will not directly or indirectly compete with the CorporationWCC or any of its
affiliates in the design, construction, development or management of
correctional or detention institutions or facilities in the United States.
Additionally, during the period described above, Parent will not (and will use
its best efforts to cause its affiliates not to) directly or indirectly compete
with the CorporationWCC or any of its affiliates in the design, construction, development or
management of correctional or detention institutions or facilities outside the
United States. Nevertheless, in the United States, Parent's North American
Operations Group may continue to bid for and perform any of the services that it
currently performs. These services include prisoner transit, court security
services and food services. The CorporationWCC has also agreed that it will provide Parent with
the first opportunity to participate on a competitive basis as a joint venture
in the development of facilities outside the United States.

From time to time, Parent has guaranteed certain obligations of the CorporationWCC and its
affiliates. These guarantees remained in place following the IPO and may be
called upon should there be a default with respect to such obligations.

The CorporationWCC anticipates that it may from time to time use the services of the law firm
of Venable, Baetjer & Howard, of which Mr. Benjamin R. Civiletti a
Director of the Corporation, is a partner
and the firm of Reed Smith Shaw & McClay LLP, of which Mr. Richard H. Glanton is
a partner.

17
19

George C. Zoley, Vice Chairman of the Board and Chief Executive Officer of the
Corporation,WCC,
also servesserved until February 9, 2001 as Senior Vice President of TWC, and serves
as a Director of each
of Wackenhut Corrections (U.K.) Limited, Premier Custodial Group Limited,
Premier Prison Services Limited, Premier Training Services Limited, Lowdham
Grange Prison Services Limited, Kilmarnock Prison Services Limited, Kilmarnock
Prison (Holdings) Limited, Pucklechurch Custodial Services Limited, Pucklechurch
Custodial (Holdings) Limited, Medomsley Training Services Limited, Medomsley
Holdings Limited, Premier Geografix Limited, Premier Monitoring Services
Limited, Moreton Prison Services Limited, Moreton Prison (Holdings) Limited, Wackenhut Corrections Corporation Australia Pty Limited,
Australasian Correctional Services Pty Limited, Australasian Correctional
Management Pty Limited, Wackenhut Corrections Canada,Canadian Correctional Management Inc., WCC RE Holdings,
Inc., Atlantic Shores Healthcare, and Wackenhut Corrections Corporation, N.V.,
affiliates of the Company.WCC. George R. Wackenhut is Chairman of the Board of the Corporation,WCC, is
Chairman of the Board of Parent and, together with his wife Ruth J. Wackenhut,
through trusts over which they have sole dispositive and voting power, control
approximately 50.08%50.05% of the issued and outstanding voting common stock of
Parent. Parent owns all of the outstanding shares of Tuhnekcaw, Inc., a Delaware
corporation whichthat in turn owns approximately 54.10%57.11% of issued and outstanding
shares of Common Stock of the Corporation.WCC. Richard R. Wackenhut, a member of the Board of
Directors of the Corporation,WCC, also serves as President and Chief Executive Officer and a Vice
Chairman of the Board of Parent. He is the son of George R. and Ruth J.
Wackenhut.

DIRECTORS' COMPENSATION

Directors of the CorporationWCC who are not Officers were paid during fiscal year 19992000 an
annual retainer fee at the rate of $20,000 per year plus $1,500 for each Board
Meeting attended, $1,000 for each committee meeting attended as committee
members, and $1,500 for each committee meeting attended as committee
chairperson. Each Director also receives from the CorporationWCC an option to purchase up to
two thousand (2,000) shares of the Common Stock of the Corporation.

No other compensation was paid to Directors or their affiliates by the
CorporationWCC during
1999.2000.

19
21

SECTION 16(A)16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

All SEC Forms 3, 4 and 5 filings appear to have been made when due. Those
Directors and Officers not required to file a Form 5 for fiscal 19992000 have
furnished the CorporationWCC with a statement that no filing is due.

PROPOSAL NUMBER 2

APPOINTMENT OF2.

TO APPOINT INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Although not required by the By-Laws, the Board of Directors, in the interest of
accepted corporate practice, asks shareholders to ratify the action of the Board
of Directors in appointing the firm of Arthur Andersen LLP to be the independent
certified public accountants of the CorporationWCC for the fiscal year 2000,2001, and to perform
such other services as may be requested. If the shareholders do not ratify this
appointment, the Corporation'sWCC's Board of Directors will reconsider its action. Arthur
Andersen LLP has advised the CorporationWCC that no partner or employee of Arthur Andersen LLP
has any direct financial interest or any material indirect interest in the CorporationWCC other
than receiving payment for its services as independent certified public
accountants.

A representative of Arthur Andersen LLP, the principal independent certified
public accountants of the Corporation for the most recently completed fiscal
year, is expected to be present at the shareholders meeting and shall have an
opportunity to make a statement if he or she so desires. This representative
will also be available to respond to appropriate questions raised orally at the
meeting.

18
20

PROPOSAL NUMBER 3

PROPOSAL TO APPROVE AN AMENDMENT TO THE STOCK OPTION PLAN - 1994

The success of the Corporation depends, in large measure, on its ability to
recruit and retain key employees with outstanding ability and experience. The
Board of Directors also believes there is a need to align shareholder and
employee interests by encouraging employee stock ownership and to motivate
employees with compensation conditioned upon achievement of the Corporation's
financial goals.

In order to accomplish these objectives, the Board of Directors adopted the
Stock Option Plan - 1994 (the "1994 Plan") and the shareholders approved the
1994 Plan in 1994.

This Amendment to the 1994 Plan is intended to address recent regulatory
changes, in particular, the deductibility limit imposed by Section 162(m) of the
Internal Revenue Code (the "Code"). The revisions do not increase the number of
shares of Common Stock for issuance under the 1994 Plan.

SUMMARY DESCRIPTION OF THE AMENDMENT TO THE 1994 PLAN

The following summarizes the material terms of the Amendment to the 1994 Plan.
If adopted by the shareholders, the Amendment will be effective as of the
inception of the 1994 Plan, May 6, 1994.

INDIVIDUAL AWARD LIMIT. In order to possibly exempt future awards from
the tax deductibility limitations of Code Section 162(m), the Amendment to the
1994 Plan provides that no more than one hundred thousand (100,000) shares under
Option may be granted to any Participant in any one fiscal year. This Amendment
to the 1994 Plan does not authorize any additional shares for issuance under the
1994 Plan. Further this Amendment is not intended to increase future award sizes
or otherwise alter the Nominating and Compensation Committee's (the
"Committee's") general practices in determining award sizes.

SUMMARY DESCRIPTION OF THE EXISTING 1994 PLAN. The following summarizes
the material terms of the existing 1994 Plan. The 1994 Plan shall remain in
effect until May 5, 2004 unless terminated earlier by the Board of Directors.

ADMINISTRATION OF THE 1994 PLAN. The 1994 Plan is administrated by the
Nominating and Compensation Committee of the Board of Directors (the
"Committee"), who has the authority, among other things, to select employees to
whom awards are granted, to determine the terms and conditions of such awards in
a manner consistent with the 1994 Plan.

ELIGIBILITY UNDER THE 1994 PLAN. Key employees of the Corporation are
eligible to participate in the 1994 Plan. Nonemployee directors of the
Corporation are not eligible.

The 1994 Plan provides for broad discretion in selecting Participants and in
making awards, the total number of persons who will participate and the
respective benefits to be awarded to them cannot be determined at this time.

SHARES SUBJECT TO THE 1994 PLAN. Since its inception, 1,500,000 shares
of Common Stock of the Corporation have been authorized for grant under the 1994
Plan and 70,474 remain ungranted.

STOCK OPTIONS. Stock Options may be granted by the Committee in the
form of Nonqualified Stock Options ("NQSOs").

The purchase price per share under any Option shall be determined by the
Committee in its own discretion. The term of each Option shall be fixed by the
Committee, and it is expected that no Option shall have a term extending beyond
ten years from the date the Option is granted. Options shall be subject to such
terms and conditions and shall be exercisable at such time or times as
determined by the Committee.

Options may be exercised by payment of the purchase price in cash, in previously
acquired shares of Corporation stock, or a combination thereof. Also, the
Committee may allow broker-assisted cashless exercises.

19
21

In the event a Participant terminates employment voluntarily, retires or is
terminated involuntarily without cause for reasons other than death, retirement
or permanent and total disability, the Participant must exercise any Stock
Options within 90 days. If the employment of the Participant is terminated for
"Cause", all outstanding Stock Options shall be immediately forfeited to the
Corporation regardless of vested status. In the event of death or permanent and
total disability of the Participant, the Stock Options must be exercised within
one year. In the event of the death of the Participant, the Stock Options will
vest immediately and the Participant's estate or inheritor of the Stock Options
must exercise them within one year. In the event of a defined "change of
control" of the Corporation, all Stock Options will immediately vest.

AWARDS NONTRANSFERABLE. No award may be assigned, transferred, pledged,
or otherwise encumbered by a Participant, other than by will or by the laws of
descent and distribution. Each award may be exercised during the Participant's
lifetime only by the Participant or the Participant's legal representative.

On February 17, 2000, the Board of Directors adopted, subject to shareholder
approval at the Annual Meeting, the above described Amendment to the 1994 Plan
for the foregoing purposes.

The Amendment to the 1994 Plan is subject to approval by the affirmative vote of
the holders of a majority of the outstanding shares of Common Stock voting in
person or by proxy and entitled to vote thereon. If the Amendment of the 1994
Plan is so approved, they will become effective on the date of adoption by the
Board.

The Board believes that the adoption of the Amendment to the 1994 Plan is an
essential element of the management, growth and financial success of the
Company.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO
APPROVE THE AMENDMENT TO THE STOCK OPTION PLAN - 1994.

PROPOSAL NUMBER 4

PROPOSAL3.

TO APPROVE AN AMENDMENT TO THE STOCK OPTION PLAN - 1999

The 1999 Plan was approved by the Board of Directors and the shareholders in
1999.

The purpose of the 1999 Plan is to reward superior performance with a variable
component of pay. The 1999 Plan is intended to encourage stock ownership by
senior executives; to balance the short-term emphasis of the annual incentive
plan with a longer-term perspective; to reinforce strategic goals by linking
them to compensation; and to provide retention incentives for employees
considered key to the future success of the Corporation.

ThisWCC.

SUMMARY DESCRIPTION OF THE AMENDMENT TO THE 1999 PLAN

SHARES SUBJECT TO THE 1999 PLAN. The Amendment to the 1999 Plan
is intended to address recent regulatory
changes, in particular, the deductibility limit imposed by Section 162(m) of the
Internal Revenue Code (the "Code"). The revisions do not increaseincreases the number of shares of Common Stock for issuancesubject to options under the
1999 Plan.Plan to Eight hundred fifty thousand (850,000) shares of Common Stock,
an increase of Three hundred thousand (300,000) shares.

SUMMARY DESCRIPTION OF THE AMENDMENT TO THEEXISTING 1999 PLAN

The following summarizes the material terms of the Amendment to the 1999 Plan.
If adopted by shareholders, the Amendment will be effective as of the inception
of the 1999 Plan, February 18, 1999.

INDIVIDUAL AWARD LIMIT. In order to possibly exempt future awards from
the tax deductibility limitations of Code Section 162(m), the Amendment to the
1999 Plan provides that no more than one hundred thousand (100,000) shares under
Option may be granted to any Participant in any one fiscal year. This Amendment
to the 1999 Plan does not authorize any additional shares for issuance under the
1999 Plan. Further, this Amendment is not intended to increase future award
sizes or otherwise alter the Nominating and Compensation Committee's (the
"Committee's") general practices in determining award sizes, or otherwise alter
the requirement of ratification by the Board of Directors.

SUMMARY DESCRIPTION OF THE EXISTING 1999 PLAN. The following summarizes
the material terms of the existing 1999 Plan.plan. The 1999
Plan shall remain in effect until February 17, 2009 unless terminated earlier by
the Board of Directors.

20
22INDIVIDUAL AWARD LIMIT. A maximum of One hundred thousand (100,000)
shares under Option may be granted to any Participant in any one fiscal year.

ADMINISTRATION OF THE 1999 PLAN. The 1999 Plan is administered by the
Nominating and Compensation Committee of the Board of Directors (the
"Committee"), who, subject to ratification by the Board of Directors, has the
authority, among other things, to select employees to whom awards are granted,
and to determine the terms and conditions of such awards in a manner consistent
with the 1999 Plan, subject to ratification by the Board of Directors.

ELIGIBILITY UNDER THE 1999 PLAN. Key employees of the CorporationWCC are eligible to
participate in the 1999 Plan. NonemployeeNon-Employee directors of the
CorporationWCC are not eligible.

The 1999 Plan provides for broad discretion in selecting Participants and in
making awards, theawards. The total number of persons who will participate and the
respective benefits to be awarded to them cannot be determined at this time.

SHARES SUBJECT TO THE 1999 PLAN. Since its inception, Five hundred
fifty thousand (550,000) shares of Common Stock of the Corporation have been
authorized as available for grant under the 1999 Plan and 227,000 remain
ungranted.

STOCK OPTIONS. Stock Options may be granted by the Committee in the
form of Nonqualified Stock Options ("NQSO's").

20
22

Options may be exercised by payment of the purchase price in cash, in previously
acquired shares of Wackenhut Corrections Corporation stock, or a combination
thereof. Also,In addition, the Committee may allow broker-assisted cashless
exercises.

In the event a Participant voluntarily terminates employment or itis terminated
involuntarily before Stock Options have been vested, any such award will be
forfeited. If the employment of a Participant is terminated for "Cause", all
outstanding options shall be immediately forfeited to the CorporationWCC regardless of vested
status. In the event of death, permanent disability, or normal retirement, or upon
the occurrence of a defined "change of control" of the
Corporation,WCC, all Stock Options will
vest immediately.

On February 17, 2000,8, 2001, the Board of Directors adopted, subject to shareholder
approval at the Annual Meeting, the above described Amendment to the 1999 Plan
for the foregoing purposes.

The Amendment to the 1999 Plan is subject to approval by the affirmative vote of
the holders of a majority of the outstanding shares of Common Stock voting in person or by
proxy and entitled to vote thereon.at the Annual Meeting. If the Amendment of the 1999 Plan is so approved,
theyit will become effective on the date of adoption by the Board.

The Board believes that the adoption of the Amendment to the 1999 Plan is an
essential element of the management, growth and financial success of the
Company.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO
APPROVE THE AMENDMENT TO THE STOCK OPTION PLAN - 1999.

PROPOSAL 4.

TO APPROVE AN AMENDMENT TO THE NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

The Non-Employee Director Plan was approved by the Board of Directors and the
shareholders in 1996, to be effective as of April 27, 1995 (the "Effective
Date").

The purpose of the Non-Employee Director Plan is to promote the achievement of
long-term objectives of WCC by linking the personal interests of Non-Employee
Directors to those of WCC shareholders, and to attract and retain Non-Employee
Directors of outstanding competence.

SUMMARY DESCRIPTION OF THE AMENDMENT TO THE NON-EMPLOYEE DIRECTOR PLAN

SHARES SUBJECT TO THE NON-EMPLOYEE DIRECTOR PLAN. The Amendment to the
Non-Employee Director Plan increases the number of shares of Common Stock
subject to options under the Non-Employee Director Plan to Fifty five thousand
(55,000) shares of Common Stock, an increase of Twenty five thousand (25,000)
shares.

SUMMARY DESCRIPTION OF THE EXISTING NON-EMPLOYEE DIRECTOR PLAN

The following summarizes the material terms of the existing Non-Employee
Director plan. The Non-Employee Director Plan shall remain in effect, subject to
the right of the Board of Directors to amend or

21
23

PROPOSAL NUMBER 5

AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION

We are seeking stockholder approval to amend and restate our amended and
restated articles of incorporation to updateterminate the location of our principal
office and mailing address and to delete the referencePlan, until all Shares subject to the identityPlan have been purchased or
acquired according to the Plan's provisions. However, in no event may an Option
be granted under the Plan on after April 26, 2005.

ELIGIBILITY UNDER THE PLAN. Non-Employee Directors shall be eligible to
become Participants in the Plan.

ADMINISTRATION OF THE PLAN. The Non-Employee Director Plan is
administered by the Nominating and addressCompensation Committee of our registered agent. We are not seeking stockholder approvalthe Board of
any
substantive changesDirectors (the "Committee").

GRANTS OF OPTIONS. Subject to our amended and restated articlesthe limitation on the number of incorporation.

Our board of directors adopted the proposed amended and restated articles of
incorporation on February 17, 2000,Shares
subject to stockholder approval as required
by our amendedthis Plan, each Non-Employee Director shall be granted an Option to
purchase two thousand (2,000) shares upon his or her election and/or reelection
to serve on the Board of Directors.

STOCK OPTIONS. The purchase price per share available for purchase
under an Option shall be equal to the Fair Market Value of such Share on the
date the Option is granted. Each Option shall expire on the tenth (10th)
anniversary date of its grant. Options granted under the Plan shall be 100
percent vested at all times. Participants shall be entitled to exercise Options
at any time, and restated articles of incorporation.

A copyfrom time to time, within the time period beginning on the date
on which the Option is granted, and ending ten (10) years after grant of the
articlesOption.

TERMINATION OF SERVICE ON BOARD. Termination of restatement we proposeservice due to
file withDisability or Death shall enable the Secretary of
StateParticipant or the Participant's legal
representative or beneficiary to exercise any outstanding Options before the
earlier of the Stateexpiration date of Florida is attached as Annex A. We urge stockholderssuch Options; or the second anniversary of the
Participant's Disability or Death. Termination of service due to readany reasons
other than Disability or Death shall enable the complete articles of restatementParticipant to exercise any
outstanding Options at any time prior to their expiration date, or for ten years
from the date of the grant of the Options.

AWARDS NONTRANSFERABLE. No Option granted under this Plan may be sold,
assigned, transferred, pledged, or otherwise encumbered by a Participant, other
than by will or by the laws of descent and distribution. Further, all Options
granted to a Participant under this Plan shall be exercisable during his or her
lifetime only by such Participant.

On February 8, 2001, the Board of Directors adopted, subject to shareholder
approval at the Annual Meeting, the above described Amendment to the
Non-Employee Director Plan for the foregoing purposes.

The Amendment to the Non-Employee Director Plan is subject to approval by the
affirmative vote of the holders of a majority of the shares of Common Stock
voting in person or by proxy at the Annual Meeting. If the Amendment of the
Non-Employee Director Plan is so approved, it will become effective on the proposed
amendment.

We propose to amend Article IIdate
of our amended and restated articles of
incorporation to change our principal office and mailing address from "1500 San
Remo Avenue, Coral Gables, Florida 33146" to "4200 Wackenhut Drive, #100, Palm
Beach Gardens, FL 33410."adoption by the Board.

The purpose of this change is to updateBoard believes that the information set forth in our amended and restated articles of incorporation.

We also propose to amend Article VIIadoption of the articles of incorporation to delete
the referenceAmendment to the nameNon-Employee
Director Plan is an essential element of the management, growth and addressfinancial
success of our registered agent, as permitted by
Florida law.the Company.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSED
AMENDEMENT AND RESTATEMENT OF OUR ARTICLES OF INCORPORATION.PROPOSAL TO
APPROVE THE AMENDMENT TO THE NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN.

SHAREHOLDER PROPOSAL DEADLINE

Shareholder proposals intended to be presented at the year 20012002 Annual Meeting
of Shareholders must be received by the CorporationWCC for inclusion in the
Corporation's proxy statementWCC's Proxy Statement
and form of proxy relating to that meeting by December 1, 2000.November 16, 2001. Additionally,
WCC must have notice of any shareholder proposal to be submitted at the 2002
Annual Meeting of Shareholders (but not required to be included in WCC's Proxy
Statement) by January 30, 2002, or such proposal will be considered untimely
pursuant to Rule 14a-5(e) under the Exchange Act and persons named in the
proxies solicited by management may exercise discretionary voting authority with
respect to such proposal.

22
24

OTHER MATTERS

The Board of Directors knows of no other matters to come before the
shareholders' meeting. However, if any other matters properly come before the
meeting or any of its adjournments, the person or persons voting the proxies
will vote them in accordance with their best judgment on such matters.

BY ORDER OF THE BOARD OF DIRECTORS.DIRECTORS,

/s/ JOHN J. BULFIN

John J. Bulfin
Senior Vice President, General
Counsel, and Corporate Secretary

March 31, 2000

================================================================================16, 2001

- --------------------------------------------------------------------------------

A COPY OF THE CORPORATION'SWCC'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 2,DECEMBER
31, 2000, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, BUT
EXCLUDING EXHIBITS THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION WILL BE MADE AVAILABLE WITHOUT CHARGE TO INTERESTED
SHAREHOLDERS UPON WRITTEN REQUEST TO PATRICK F. CANNAN, DIRECTOR,MARGARET PEARSON, VICE PRESIDENT, CORPORATE
& INVESTOR RELATIONS, THE WACKENHUT CORRECTIONS CORPORATION, 4200 WACKENHUT DRIVE, #100,
PALM BEACH GARDENS, FLORIDA, 33410-4243.
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ANNEX A

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
WACKENHUT CORRECTIONS CORPORATION

Pursuant to Sections 607.1003 and 607.1007AUDIT COMMITTEE CHARTER
APPENDIX I

I. PURPOSE

The primary function of the Florida BusinessAudit Committee of Wackenhut Corrections
Corporation Act, ("the Articles of Incorporation of the undersigned corporation
(the "Corporation"Committee") are hereby amended and restated in their entirety as
follows:

ARTICLE I

The name of this Corporation shall be:

WACKENHUT CORRECTIONS CORPORATION.

ARTICLE II

The principal office and mailing address of the Corporation shall be at
4200 Wackenhut Dr., #100, Palm Beach Gardens, Florida 33410. The Corporation
shall, however, have the right and poweris to transact business and to establish
offices and agencies at such other places, both within and without the State of
Florida, as its Directors may authorize and to so transact business and
establish offices and agencies in foreign countries.

ARTICLE III

The Corporation is organized for the transaction of any or all lawful
business for which corporations may be incorporated under the Florida Business
Corporation Act.

ARTICLE IV

The total authorized capital stock of this Corporation shall be forty
million (40,000,000) shares consisting of (i) thirty million (30,000,000) shares
of Common Stock, par value one cent ($0.01) per share (the "Common Stock"), and
(ii) ten million (10,000,000) shares of preferred stock, par value one cent
($0.01) per share (the "Preferred Stock").

The designation and the preferences, limitations and relative rights of
the Preferred Stock and the Common Stock are as follows:

A. Provisions Relating to the Preferred Stock.

1. General. The Preferred Stock may be issued from time
to time in one or more classes or series, the shares of each class or
series to have such designations and powers, preferences, and rights,
and qualifications, limitations and restrictions thereof as are stated
and expressed herein and in the resolution or resolutions providing for
the issue of such class or series adopted byassist the Board of Directors as
hereinafter prescribed.

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2. Preferences. Subjectin
fulfilling its oversight responsibilities relating to:

- the quality, reliability and integrity of WCC's external
financial reporting process;

- the adequacy of WCC's internal accounting and administrative
controls including compliance with corporate policies, legal and
regulatory requirements; and

- the performance of WCC's independent accountants, who are
accountable to the rightsBoard of Directors and the Committee.

II. RESPONSIBILITIES

The Audit Committee's responsibilities shall include:

- Recommending to the Board of Directors the appointment of WCC's
independent accountants to conduct the annual audit.

- Evaluating together with the Board of Directors the performance
of the holders of
the Corporation's Common Stock, as set forth in Section B of this
Article IV, authority is hereby expressly granted toindependent accountants and, Preferred
Stock from time to time in one or more classes or series, to determine
and take necessary proceedings fully effect the issuance and redemption
of any such Preferred Stock, to fix and stateif so determined by the
resolution or
resolutions from timeCommittee, recommending that the Board of Directors replace the
independent accountants.

- Ensuring that the independent accountants submit at least
annually to time adopted providingthe Committee a formal written statement delineating
all relationships between the independent accountants and WCC.
The Committee is responsible for actively engaging in dialogue
with the issuance
thereof the following:

(a) whether or not the class or series is to
have voting rights, full or limited, or is to be without
voting rights;

(b) the number of shares to constitute the class
or series and the designations thereof;

(c) the preferences and relative, participating,
optional or other special rights, if any, and the
qualifications, limitations or restrictions thereof, if any,independent accountants with respect to any classdisclosed
relationships or series;

(d) Whetherservices that may impact their objectivity and
independence, and for recommending that the Board take
appropriate action to satisfy itself of the independent
accountants independence.

- Conferring with the independent accountants and internal auditors
concerning the scope and nature of their examinations of the
books and records of WCC. Such matters may include but are not
limited to an examination of WCC's internal audit charter, annual
audit plans and budgets, and authorization of supplemental
reviews or notaudits.

- Reviewing the sharesaudited financial statements to be included in
WCC's annual Report on form 10-K prior to filing such reports
with the Securities and Exchange Commission. Such reviews shall
include discussions with the independent accountants concerning
such matters as the nature and extent of any classsignificant changes
in accounting principles or series shall be redeemable and if redeemabletheir application.

- Providing a report disclosing the redemption
price or prices, and the time or times at which and the terms
and conditions upon which such shares shall be redeemable and
the manner of redemption;

(e) whether or not the shares of a class or
series shall be subject to the operation of retirement or
sinking funds to be applied to the purchase or redemption of
such shares for retirement, and if such retirement or sinking
fund or funds be established, the annual amount thereof and
the terms and provisions relative to the operation thereof;

(f) the dividend rate, whether dividends are
payable in cash, stock of the Corporation, or other property,
the conditions upon which and the times when such dividends
are payable, the preference to or the relation to the payment
of the dividends payable on any other class or classes or
series of stock, whether or not such dividend shall be
cumulative or noncumulative, and if cumulative, the date or
dates from which such dividends shall accumulate;

(g) the preferences, if any, and the amounts
thereof that the holders of any class or series thereof shall
be entitled to receive upon the voluntary or involuntary
dissolution of, or upon any distribution of the assets of, the
Corporation;

(h) whether or not the shares of any class or
series shall be convertible into, or exchangeable for, the
shares of any other class or classes or of any other series of
the same or any other class or classes of the Corporation and
the conversion price or prices or ratio or ratios or the rate
or rates at which such conversion or exchange may be made,
with such adjustments, if any, as shall be stated and
expressed or provided for in such resolution or resolutions;
and

(i) such other special right and protective
provisionsCommittee's oversight with
respect to financial reporting.

- Reviewing WCC's financial information to be included in its
quarterly reports on Form 10-Q prior to filing such reports with
the Securities and Exchange Commission. Such reviews shall
include discussions with the independent accountants concerning
such matters as the nature and extent of any classsignificant changes
in accounting principles or series astheir application.

- Reviewing the costs of audit services performed by the
independent accountants.

- Meeting periodically with management, the independent accountants
and internal auditors to review WCC's major financial risk
exposures and the steps management has taken to monitor and
control such exposures.

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- Obtaining from the independent accountants and internal auditors
their recommendations regarding internal controls and matters
relating to the accounting procedures and books and records of
WCC and corrective actions implemented.

- Reviewing the performance of the internal audit function.

- Providing an open avenue of communication with the independent
accountants, financial and senior management, the internal
auditors, and the Board of Directors.

- Reviewing the Audit Committee Charter on an annual basis and
recommending changes, if any, to the Board of Directors.

III. COMPOSITION

The Committee shall be comprised of at least three independent
directors each of whom shall meet the independence and experience
requirements of the New York Stock Exchange.

The members of the Committee shall be elected by the Board at the
annual organizational meeting of the Board. The members of the Committee
shall serve until their successors shall be duly elected and qualified.

IV. MEETINGS

The Committee shall meet at least four times annually. The Committee
shall meet at least once a year with management, the Director of Internal
Audit and the independent accountants. Meetings may be held in separate
executive sessions to discuss any matters that the Committee or each of
these groups believes should be discussed privately.

The Committee shall report through its Chairperson to the Board of
Directors may deem advisable.on the results of its meetings and activities.

The Committee shall maintain minutes or other records as appropriate
of all meetings and activities.

V. LIMITATION OF DUTIES

While the Committee has the responsibilities and powers set forth in
the Charter, it is not the duty of the Committee to plan or conduct audits
or to determine that WCC's financial statements are complete, accurate and
in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent accountants. Neither is it
the duty of the Audit Committee to investigate or resolve disagreements, if
any, between management and the independent accountants.

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The shares of each class or seriesAMENDMENT

WACKENHUT CORRECTIONS CORPORATION

NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

Pursuant to Article 7.1 of the PreferredWackenhut Corrections Corporation Non-Employee
Director Stock may vary from
the shares of any other series thereofOption Plan (the "Plan"), Article 4.1 is hereby amended to state
as follows:

4.1 NUMBER OF SHARES

Subject to adjustment as provided in any or all of the foregoing respects.Section 4.3, no more than 85,000 Shares
will be eligible for purchase by Participants pursuant to Options granted under
this Plan.
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The Board of Directors may increase the number of shares of Preferred Stock
designated for any existing class or series byrecommends a resolution, adding to such
class or series authorized and unissued shares of Preferred Stock not designated
for any other class or series. The Board of Directors may decrease the number of
shares of the Preferred Stock designated for any existing class or series by a
resolution, subtracting from such series unissued shares of the Preferred Stock
designated for such class or series, and the shares so subtracted shall become
authorized, unissued and undesignated shares of the Preferred Stock.

B. Provisions Relating to the Common Stock

1. Voting Rights. Except as otherwise required by law or
as may be provided by the resolutions of the Board of Directors
authorizing the issuance of any class or series of the Preferred Stock,
as hereinabove provided, all rights to vote and all voting power shall
be vested exclusively in the holders of the Common Stock.

2. Dividends. Subject to the rights of the holders of
the Preferred Stock, the holders of the Common Stock shall be entitled
to receive when, as and if declared by the Board of Directors, out of
funds legally available therefore, dividends payable in cash, stock or
otherwise.

3. Liquidating Distributions. Upon any liquidation,
dissolution or winding-up of the Corporation, whether voluntary or
involuntary, and after the holders of the Preferred Stock shall have
been paid in full the amounts to which they shall be entitled (if any)
or a sum sufficient for such payment in full shall have been set aside,
the remaining net assets of the Corporation shall be distributed pro
rata to the holders of the Common Stock in accordance with their
respective rights and interests to the exclusion of the holders of the
Preferred Stock.

ARTICLE V

This Corporation shall have perpetual existence.

ARTICLE VI

These Articles of Incorporation may be amended in the manner provided
by law. Every amendment shall be approved by the Board of Directors, proposed by
them to the Stockholders, and approved at a Stockholders Meeting by a majority
of the stock entitled to vote thereon, unless all the Directors and all the
stockholders sign a written statement manifesting their intention that a certain
amendment of these Articles of Incorporation be made.

ARTICLE VII

This Corporation shall have three (3) directors. The number of
Directors may be increased or diminished from time to time by By-Laws adopted by
the Board of Directors, but shall never be less than one (1).

ARTICLE VIII

Indemnification. This Corporation shall indemnify and shall advance
expenses on behalf of its officers and directors to the fullest extent permitted
by law in existence either now or hereafter.

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THE WACKENHUT CORRECTIONS CORPORATION

4200 Wackenhut Drive #100
Palm Beach Gardens, Florida 33410

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby appoints George R. Wackenhut and George C. Zoley
as Proxies, each with the power to appoint his or her substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse side, all
the shares of Common Stock of Wackenhut Corrections Corporation held of record
by the undersigned on March 17, 2000, at the Annual Meeting of Shareholders to
be held at the Ritz-Carlton, Palm Beach, 100 South Ocean Blvd., Manalapan,
Florida, at 9:00 A.M., May 4, 2000, or at any adjournment thereof.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED
IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS. IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR PROPOSALSProposals 1, 2, 3, 4, 5 AND 6. ON ANY OTHER
BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING, THE SHARES WILL BE VOTED
IN ACCORDANCE WITH THE JUDGEMENT OF THE PERSONS NAMED AS PROXIES.

(Continued, and to be signed, on other side.)

- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 4, 5 AND 6.4.

Please mark your
votevotes as indicated [X]
in this example

[X]

1. ELECTION OF DIRECTORS: VOTE FOR all nominees VOTE WITHHELD 2. Proposal to approve for the fiscal year 2000
listed to the right (except as to all nominees the Appointment of ARTHUR ANDERSEN LLP
marked to the contrary as the independent certified public accountants
[ ] [ ] of the Corporation
FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. Proposal to amend the Stock Option Plan--1994.
FOR AGAINST ABSTAIN
Nominees: [ ] [ ] [ ]
01 Wayne H. Calabrese 06 John F. Ruffle
VOTE FOR all nominees VOTE 02 Norman A. Carlson 07 George R. Wackenhut 4.3. Proposal to amendFOR AGAINST ABSTAIN
listed to the Stock Option Plan--1999.right WITHHELD 03 Benjamin R. Civiletti 08 Richard R. Wackenhut FOR AGAINST ABSTAINamend the [ ] [ ] [ ]
(except as marked as to all 04 Richard H. Glanton 09 George C. Zoley Stock Option
to the contrary). nominees. 05 Manuel J. Justiz 10 L. Maslowe Plan - 1999.
[ ] [ ]

[ ]
05 Manuel J. Justiz
5. Proposal to amend and restate the Articles of
INSTRUCTIONS:INSTRUCTION: To withhold authority to vote for any Incorporation.
individual nominee, strike a 4. Proposal to FOR AGAINST ABSTAIN
line through the nominee's FOR AGAINST ABSTAIN name in the list above. amend the [ ] [ ] [ ]
6.Non-Employee
FOR AGAINST ABSTAIN Director Stock
2. To ratify the appointment of ARTHUR ANDERSEN [ ] [ ] [ ] Option Plan.
LLP as independent certified
public accountants of the Corporation. 5. In their discretion, the Proxies
are authorized to vote upon such
other business as may properly come
before the meeting.

Please date and sign exactly as name appears
below. Joint owners should each sign.
Attorneys-in-fact, Executors,
Administrators, Trustees, Guardians, or
corporate officers should give full title.

Dated: , 2000
-----------------------------

--------------------------------------------------------------2001
----------------------------

------------------------------------------
Signature

--------------------------------------------------------------------------------------------------------
Please mark, sign, date and return this Proxy in the accompanying addressed envelope. Signature if held jointly
- -----------------------------------------------------------------------------------------------------------------------------------
*FOLD AND DETACH HERE *

VOTE BY TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK

YOUR telephone vote authorizes the named proxies to vote your shares in the same
manner as if held jointlyyou marked, signed and returned your proxy card.

Telephone
1-800-840-1208 Mail

Use any touch-tone telephone to vote your Mark, sign and date your proxy card
proxy. Have your proxy card in hand when you and
call. You will be prompted to enter your OR return it in the enclosed postage-paid
control number, located in the box below, envelope.
and then follow the directions given.

IF YOU VOTE YOUR PROXY BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.

PLEASE SIGN AND RETURN THIS PROXY IN THE ACCOMPANYING ADDRESSED ENVELOPE. 29

WACKENHUT CORRECTIONS CORPORATION

4200 Wackenhut Drive
Palm Beach Gardens, Florida 33410

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby appoints George R. Wackenhut and George C. Zoley
as Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse side, all the shares
of Common Stock of Wackenhut Corrections Corporation held of record by the
undersigned on March 16, 2001, at the Annual Meeting of Shareholders to be held
at the Four Seasons Resort Palm Beach, 2800 South Ocean Blvd., Palm Beach,
Florida, at 9:00 A.M., May 3, 2001, or at any adjournment thereof.

This Proxy is solicited by the Board of Directors and will be voted in
accordance with the above instructions. If no instructions are specified, this
Proxy will be voted FOR Proposals 1, 2, 3 and 4. On any other business which may
properly come before the meeting, the shares will be voted in accordance with
the judgement of the persons named as proxies.

(Continued, and to be signed, on other side.)

- --------------------------------------------------------------------------------
- FOLD*FOLD AND DETACH HERE -*