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

                          EXECUTIVE SEVERANCE AGREEMENT


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

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

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

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


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

2.       Definitions

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

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

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

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

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

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

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


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<PAGE>   4

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

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

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

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

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

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

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

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

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


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<PAGE>   5

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

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

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

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


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

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

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


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

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

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


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

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

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

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

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

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

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


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

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

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

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

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


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<PAGE>   10

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


Signed, Sealed and Delivered                 EXECUTIVE:
In the Presence of

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


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

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

                                             WACKENHUT CORRECTIONS CORPORATION

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

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


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


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<PAGE>   11
                         EXECUTIVE SEVERANCE AGREEMENT

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

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

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

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

2.       Definitions.

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

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


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

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

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

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

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


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

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

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

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

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

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

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

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

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




                                       4

<PAGE>   15


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

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

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

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


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

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

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


                                        6
<PAGE>   17

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

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

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


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

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

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

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

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

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

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


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

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

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

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

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


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


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



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

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

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


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


                                        WACKENHUT CORRECTIONS CORPORATION



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

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

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

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


                                       10
<PAGE>   21

                         EXECUTIVE SEVERANCE AGREEMENT

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

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

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

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



<PAGE>   22



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

2.       Definition.

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


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


                                       2

<PAGE>   23



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

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

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

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

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


                                       3

<PAGE>   24




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

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

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

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

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

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

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

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

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

                                       4
<PAGE>   25




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


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

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

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


                                       5
<PAGE>   26




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

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

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


                                       6
<PAGE>   27



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

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

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


                                       7
<PAGE>   28



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

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

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

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

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

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

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


                                       8
<PAGE>   29



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

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

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

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

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


                                       9
<PAGE>   30



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


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


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

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

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




                                             WACKENHUT CORRECTIONS CORPORATION



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

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

</TEXT>
</DOCUMENT>
