CORRECTIONS CORPORATION OF AMERICA, DEF 14A, 1995-04-14

CORRECTIONS CORPORATION OF AMERICA
DEF 14A, 1995-04-14
FACILITIES SUPPORT MANAGEMENT SERVICES

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<PAGE> 1

SCHEDULE 14A INFORMATION

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

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

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

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

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

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

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

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

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/X/ Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

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

(3) Filing Party:

(4) Date Filed:
<PAGE> 2

CORRECTIONS CORPORATION OF AMERICA
102 WOODMONT BOULEVARD
NASHVILLE, TENNESSEE 37205

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FRIDAY, MAY 26, 1995

To the Stockholders:

Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of Corrections Corporation of America (the "Company"), will be held at
Vanderbilt Plaza, 2100 West End Avenue, Nashville, Tennessee, on Friday, May 26,
1995, at 10:00 a.m. (Central Standard Time) for the following purposes:

(1) To elect a Board of Directors to serve for a term of one (1) year and
until their successors are elected and qualified;

(2) To consider and vote upon a proposal to amend the Company's Certificate
of Incorporation to increase the Company's authorized Common Stock;

(3) To consider and vote upon a proposal to adopt the Corrections
Corporation of America 1995 Employee Stock Incentive Plan; and

(4) To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.

Only stockholders of record at the close of business on March 29, 1995 are
entitled to notice of and to vote at the Annual Meeting or any adjournment or
postponement thereof. A complete list of such stockholders, arranged in
alphabetical order and showing the address of and the number of shares
registered in the name of each such stockholder, will be available at the
Company's principal offices, 102 Woodmont Boulevard, Nashville, Tennessee, for
examination by any stockholder for any purpose germane to the Annual Meeting
during ordinary business hours for a period of at least ten (10) days prior to
the Annual Meeting. The list shall also be produced at the Annual Meeting and
may be inspected by any stockholder who is present.

Your attention is directed to the Proxy Statement accompanying this Notice
for more complete information regarding the matters to be acted upon at the
Annual Meeting.

The Board of Directors recommends that you vote for the director nominees
named in the Proxy Statement and for the adoption of the Corrections Corporation
of America 1995 Employee Stock Incentive Plan and for the amendment to the
Company's Certificate of Incorporation.

Stockholders are cordially invited to attend the meeting in person.

IMPORTANT

YOUR PROXY IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO BE PERSONALLY PRESENT
AT THE ANNUAL MEETING, PLEASE BE SURE THAT THE ENCLOSED PROXY IS PROPERLY
COMPLETED, DATED, SIGNED, AND RETURNED WITHOUT DELAY IN THE ENCLOSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

By Order of the Board of Directors,

Darrell K. Massengale
---------------------
Darrell K. Massengale
Secretary

April 14, 1995
Nashville, Tennessee
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CORRECTIONS CORPORATION OF AMERICA
102 WOODMONT BOULEVARD
NASHVILLE, TENNESSEE 37205

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 26, 1995

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Corrections Corporation of America (the
"Company" or "CCA") from holders of the Company's shares of $1.00 par value
common stock (the "Shares") to be voted at the 1995 annual meeting of
stockholders of the Company (the "Annual Meeting") to be held at 10:00 a.m.
(Central Standard Time) on Friday, May 26, 1995, at Vanderbilt Plaza, 2100 West
End Avenue, Nashville, Tennessee, and at any adjournments or postponements
thereof. The mailing address of the principal executive offices of the Company
is 102 Woodmont Boulevard, Suite 800, Nashville, Tennessee 37205. The Notice of
Annual Meeting, this Proxy Statement, and the proxy were first mailed to
stockholders on or about April 14, 1995.

SOLICITATION OF PROXIES

This solicitation of proxies is made by the Company and the costs of
preparing and mailing proxy solicitation materials will be borne by the Company.
In addition to the solicitation of proxies by mail, certain of the officers,
directors, and employees of the Company may solicit proxies by telephone,
telegraph, and personal interview. The cost of any such solicitation will be
borne by the Company. No additional compensation will be paid to an officer,
director, or employee of the Company in connection with soliciting proxies. Upon
request, the Company will reimburse brokers, dealers, banks, and trustees or
their nominees for reasonable expenses incurred by them in forwarding proxy
materials to beneficial owners of shares of the Common Stock (as hereinafter
defined).

REVOCATION OF PROXY

Any stockholder returning the accompanying proxy may revoke such proxy at
any time prior to its exercise by (a) giving written notice to the Company of
such revocation, (b) voting in person at the meeting, or (c) executing and
delivering to the Company a proxy bearing a later date.

OUTSTANDING COMMON STOCK; QUORUM; VOTING

The only voting securities of the Company are the shares of its Common
Stock, $1.00 par value (the "Common Stock"), each share of which entitles the
holder thereof to one vote. Only holders of record of the 13,177,941 shares of
Common Stock outstanding as of the close of business on March 29, 1995 (the
"Record Date"), are entitled to notice of and to vote on each matter submitted
to a vote at the Annual Meeting and any adjournment(s) thereof. The presence, in
person or by proxy, of the holders of a majority of the outstanding Shares
entitled to vote is necessary to constitute a quorum at the Annual Meeting.

Failure of a quorum to be represented at the Annual Meeting will
necessitate an adjournment and will subject the Company to additional expense.
Regardless of whether a quorum is present or represented at the Annual Meeting,
the stockholders entitled to vote at the Annual Meeting, whether present in
person or represented by proxy, have the power to adjourn the Annual Meeting
from time to time, without notice other than by announcement at the Annual
Meeting. At any such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the original Annual Meeting. If the adjournment is for more than 30 days, or if
after the adjournment a new record date is fixed for
<PAGE> 4

the adjourned meeting, a notice of the adjourned meeting will be given to each
stockholder of record entitled to vote at the Annual Meeting.

A complete list of the stockholders entitled to be present and vote at the
Annual Meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder,
shall be made available at least ten days prior to the Annual Meeting. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the Annual Meeting, during ordinary business hours, for a period of at least ten
days prior to the Annual Meeting, at the executive offices of the Company. The
list shall also be produced at the Annual Meeting, and may be inspected by any
stockholder who is present.

Cumulative voting at the Annual Meeting is not permitted.

VOTING OF PROXIES

Proxies which are properly executed and returned will be voted at the
Annual Meeting in accordance with the instructions thereon. Any proxy upon which
no contrary instructions have been indicated will be voted "FOR": (i) the
election to the Board of Directors of all director nominees; (ii) the adoption
of the proposed Corrections Corporation of America 1995 Employee Stock Incentive
Plan and (iii) the proposed amendment to the Company's Certificate of
Incorporation. The Board of Directors knows of no matters, other than the
matters set forth herein, to be presented for consideration at the Annual
Meeting. However, if other matters properly come before the Annual Meeting, the
persons named in the accompanying proxy intend to vote such proxy in accordance
with their judgment on any such matters. The persons named in the accompanying
proxy may also, if they deem such action advisable, vote such proxy to adjourn
the Annual Meeting from time to time.

You are requested promptly to mark, date, sign, and return the enclosed
proxy in the envelope provided.

PROPOSALS FOR STOCKHOLDER ACTION

PROPOSAL 1. ELECTION OF DIRECTORS

The By-laws of the Company presently provide that the Board of Directors
shall consist of not less than three members, and that the actual number of
directors comprising the Board of Directors shall be determined from time to
time by the vote of two-thirds of the entire Board of Directors. The current
Board of Directors consists of the seven individuals named below, each of whom
has been nominated for reelection and has consented to be so named in this Proxy
Statement and to serve, if elected.

Each director serves until the next annual meeting of stockholders and
until his successor is elected and qualified, unless such director sooner
resigns or is removed in accordance with the By-laws of the Company. If any
nominee becomes unable or unwilling to serve, although not anticipated, the
persons named as proxies will have the discretionary authority to vote for a
substitute. The seven nominees for election to the Board of Directors who
receive the greatest number of votes cast at the Annual Meeting will be elected
to the Board of Directors.

NOMINEES FOR THE BOARD

Biographical information concerning each of the nominees is set forth
below. All of the nominees are presently serving on the Board.

THOMAS W. BEASLEY Age -- 52
Director since 1983

Mr. Beasley, a founder of the Company, was elected Chairman Emeritus of the
Board of Directors of the Company in June 1994. From June 1987 to June 1994, he
served as Chairman of the Board. Mr. Beasley served as President of the Company
from January 1983 to June 1987. He has served as a director since 1983.

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From 1978 through June 1985, Mr. Beasley was President of Tri Insurance, Inc., a
property and casualty insurance agency, and since June 1985, has served as its
Vice President. Mr. Beasley has served as a director of Tri Insurance, Inc.
since 1978. Mr. Beasley also served as a director of Education Corporation of
America, a private educational corporation, from January 1986 to October 1987.
From 1974 through 1978, Mr. Beasley served as Chairman of the Tennessee
Republican Party, and he continues to be active in Tennessee politics. Mr.
Beasley graduated from the United States Military Academy at West Point in 1966
and received a Doctor of Jurisprudence degree from Vanderbilt University School
of Law in 1973.

DOCTOR R. CRANTS Age -- 50
Chairman and Chief Director since 1983
Executive Officer

Mr. Crants, a founder of the Company, was elected Chief Executive Officer
and Chairman of the Board of the Company in June 1994. From June 1987 to June
1994, he served as President, Chief Executive Officer and Vice Chairman of the
Board of Directors of the Company. From January 1983 through June 1987, Mr.
Crants served as Secretary and Treasurer of the Company. He has served as a
director of the Company since 1983. Mr. Crants served as a director of Sahara
Resorts, a destination resort company from January 1985 through 1990. Mr. Crants
has served as President of Tri Insurance, Inc. since June 1985 and as a director
of that company since January 1985. He served as President and director of
Tennessee Media South, Inc., a consulting firm in the broadcasting industry,
from 1980 through January 1984. Mr. Crants graduated from the United States
Military Academy at West Point in 1966, and received joint Masters in Business
Administration and Juris Doctor degrees from the Harvard Business School and
Harvard Law School, respectively, in 1974.

T. DON HUTTO Age -- 59
Senior Managing Director of Director since 1983
International Operations

Mr. Hutto, a founder of the Company, was elected Vice Chairman of the Board
of Directors and Senior Managing Director of International Operations of the
Company in June 1994. From July 1988 to June 1994, he was engaged by the Company
as International Projects Manager to oversee and supervise the Company's
business activities in the United Kingdom, France, Australia, New Zealand, and
Canada, as well as other projects as directed by the Company's President. From
April 1984 to July 1988, Mr. Hutto served as Executive Vice President of the
Company, and from January 1983 to April 1984 he served as Vice President. He has
served as a director of the Company since 1983. From January 1982 through
January 1983, Mr. Hutto served as President of H & H Associates, a consulting
firm specializing in corrections and criminal justice. Mr. Hutto served as
Commissioner, Department of Corrections of Virginia, from 1976 through December
1981 and Commissioner of Corrections of Arkansas from 1971 to 1976. He has also
held a management position in the corrections department of the State of Texas.
He is the past president of the American Correctional Association ("ACA"), and a
past president of both the Association of State Correctional Administrators and
the Southern States Correctional Association. Mr. Hutto is the 1987 recipient of
the E.R. Cass Award, the highest award given by the ACA for lifetime achievement
in corrections. Mr. Hutto graduated from East Texas State University in 1958.

WILLIAM F. ANDREWS Age -- 63
Director Director since 1986

Mr. Andrews has served as a director of the Company since 1986. Mr. Andrews
currently serves as the Chairman of Schrader, Inc., a manufacturing company.
From January 1992 through December 1994 he was Chairman, President and Chief
Executive Officer of Amdura Corporation, a manufacturing company and Chairman of
Utica Corp. also a manufacturing company. From April 1990 through January 1992,
he served as the President and Chief Executive Officer of UNR Industries, Inc.,
a diversified steel processor. From September 1989 to March 1990, Mr. Andrews
was President of Massey Investment Company, a private investment company. From
August 1986 through September 1989, he was Chairman and Chief Executive Officer
of Singer Sewing Machines. He is the retired Chairman, President and Chief
Executive Officer of

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Scovill, Inc., a diversified manufacturing company, where he served from 1979
through 1986. Mr. Andrews serves as a director of Navistar International
Corporation, Southern New England Telephone Company, Johnson Control
Corporation, Harley Davidson Company, Katy Industries, Northwestern Steel and
Wire Company, Block Box Corporation and Process Technology Holdings. Mr. Andrews
was elected to the Board of Directors pursuant to the Consulting Agreement
between the Company and Massey Burch Investment Group, Inc.

RICHARD H. FULTON Age -- 68
Director Director since 1988

Mr. Fulton has served as a director of the Company since February 23, 1988,
when he was elected by the Board of Directors to fill a vacancy on the Board.
Mr. Fulton presently serves as Chairman Emeritus of the Board and as a director
of The Bank of Nashville, a bank chartered by the State of Tennessee in 1989. He
also serves as Chairman of The Fulton Group, Inc., a consulting firm which
enables the private and public sectors to form partnerships providing public
services more efficiently and economically. From September 1975 through October
1987, Mr. Fulton served three consecutive terms as Mayor of Nashville,
Tennessee. He was President of the United States Conference of Mayors in 1985.
He previously served as a Tennessee State Senator from 1959 to 1962, and from
1962 through 1975 served as a member of the U.S. House of Representatives, where
he became a ranking member of the House Ways and Means Committee prior to his
election as Mayor of Nashville.

SAMUEL W. BARTHOLOMEW, JR. Age -- 50
Director Director since 1991

Mr. Bartholomew has served as a director of the Company since June 1991.
Mr. Bartholomew is a founder and Chairman of the Nashville law firm of Stokes &
Bartholomew, P.A. which serves as general counsel to the Company. Mr.
Bartholomew is a member of the Nashville, Tennessee, and American Bar
Associations, and was installed in 1985 as a Fellow in the Tennessee Bar
Association. In 1984 he was a Presidential Appointee to the Board of Directors
of the Federal National Mortgage Association (Fannie Mae). He also serves on the
Board of Third National Bank in Nashville. Mr. Bartholomew graduated from the
United States Military Academy at West Point in 1966 and received a Doctor of
Jurisprudence degree, Order of Coif, from Vanderbilt University School of Law in
1973 where he subsequently chaired the Dean's Council and taught seminars on
Corporate Strategy and Business Law from 1974 to 1984.

JEAN-PIERRE CUNY Age -- 40
Director Director since 1994

Mr. Cuny has served as a director of the Company since July 1994. Mr. Cuny
serves as the Senior Vice President of the Sodexho Group, a leading supplier of
catering and various services to institutions based in Paris, France. From
February 1982 to June 1987, he served as Vice President in charge of Development
for the aluminum semi-fabricated productions division of Pechiney, a diversified
aluminum and other materials integrated producer. Mr. Cuny graduated from Ecole
Polytechnique in Paris in 1977 and from Stanford University Engineering School
in 1978.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES LISTED
ABOVE.

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PROPOSAL 2. ADOPTION OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE
AUTHORIZED COMMON STOCK

The Board of Directors has adopted resolutions approving and recommending
to the stockholders for their approval an amendment to the Company's Certificate
of Incorporation which would increase the number of authorized shares of Common
Stock from 30,000,000 shares to 50,000,000 shares. The text of the proposed
amendment is set forth below.

REASONS FOR AMENDMENT.

The Board of Directors believes that it is advisable to increase the
authorized number of shares of Common Stock in order to have shares available
for, among other things, possible issuance in connection with such activities as
stock splits and stock dividends, public offerings of shares for cash,
acquisitions of other companies, conversion of convertible securities or the
implementation of employee benefit plans. As of January 31, 1995, the Company
had a total of 12,796,708 shares of Common Stock outstanding and a total of
1,201,580 shares of Common Stock reserved for issuance under the various stock
option plans of the Company and a total of 5,585,061 shares reserved for
issuance upon conversion of outstanding convertible securities.

Under the provisions of the Delaware General Corporation Law, the Board of
Directors generally may issue authorized but unissued shares of Common Stock
without stockholder approval. Having a substantial number of authorized but
unissued shares of Common Stock that is not reserved for specific purposes would
allow the Company to take prompt action with respect to corporate opportunities
that develop, without the delay and expense of convening a special meeting of
stockholders for the purpose of approving an increase in the Company's
capitalization. The issuance of additional shares of Common Stock may, depending
upon the circumstances under which such shares are issued, reduce stockholder's
equity per share and may reduce the percentage ownership of Common Stock by
existing stockholders. It is not the present intention of the Board of Directors
to seek stockholder approval prior to any issuance of shares of Common Stock
that would become authorized by the amendment unless otherwise required by law
or regulation. Frequently, opportunities arise that require prompt action, and
it is the belief of the Board of Directors that the delay necessitated for
stockholder approval of a specific issuance could be to the detriment of the
Company and its stockholders.

The adoption of the amendment may have an anti-takeover effect because the
Board of Directors would have the ability to issue a significant number of
shares as a defense to an attempted takeover of the Company. The Company's
Certificate of Incorporation does not contain any other provisions that are
generally considered to have an anti-takeover effect. The Company may from time
to time in future proxy solicitations propose other measures which are generally
considered to have an anti-takeover effect.

When issued, the additional shares of Common Stock authorized by the
amendment will have the same rights and privileges as the shares of Common Stock
currently authorized and outstanding. Other than certain contractual rights
granted to Sodexho, S.A., there are no preemptive rights attached to these
shares.

TEXT OF THE AMENDMENT.

The proposed amendment in its entirety is as follows:

The second sentence of Article IV of the Certificate of Incorporation
of the Company shall be deleted in its entirety and replaced with the
following:

"IV. The total number of shares which the Company shall have the
authority to issue is Fifty One Million (51,000,000) shares, consisting
of Fifty Million (50,000,000) shares of Common Stock having One Dollar
($1.00) par value per share ("Common Stock") and One Million (1,000,000)
shares of Preferred Stock having One Dollar ($1.00) par value per share
("Preferred Stock")."

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
AMENDMENT TO THE CERTIFICATE OF INCORPORATION.

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PROPOSAL 3. PROPOSED ADOPTION OF THE CORRECTIONS CORPORATION OF AMERICA 1995
EMPLOYEE STOCK INCENTIVE PLAN.

The Board believes that a fundamental element of officer and key employee
compensation is stock-based incentive compensation. Such compensation advances
the interests of the Company by encouraging, and providing for, the acquisition
of equity interests in the Company by officers and key employees, thereby
providing substantial motivation for superior performance. In order to provide
the Board with greater flexibility, to adapt to changing economic and
competitive conditions, and to implement stock-based compensation strategies
which will attract and retain those employees who are important to the long term
success of the Company, the Board, at its March 1995 meeting, adopted, subject
to stockholder approval, the 1995 Employee Stock Incentive Plan (the "1995
Plan"). If approved by the stockholders, the 1995 Plan will become effective as
of March 20, 1995 and will terminate ten years after that date. The full text of
the 1995 Plan is reproduced and attached to this Proxy Statement as Exhibit A.

The 1995 Plan authorizes the issuance of up to 600,000 shares of the
Company's Common Stock, subject to adjustment for events affecting all of the
outstanding Common Stock and certain other percentage adjustments for increases
in authorized and issued shares. The 1995 Plan is administered by the Company's
Compensation Committee.

Awards under the 1995 Plan may be made to officers and key employees of the
Company, its subsidiaries and affiliates (currently approximately 65 persons),
but may not be granted to any director who is a member of the Committee (as
defined in the 1995 Plan) or to any other director unless the director is also a
regular employee of the Company, its subsidiaries or affiliates. The 1995 Plan
imposes no limit on the number of officers and other key employees to whom
awards may be made. It is not possible to determine how many employees will be
eligible to participate in the 1995 Plan in the future or the amount of benefits
payable to such employees in the future.

The Committee has the authority to grant the following type of awards under
the 1995 Plan: (1) Stock Options; (2) Stock Appreciation Rights; (3) Restricted
Stock; (4) Deferred Stock; (5) Stock Purchase Rights and/or (6) Other
Stock-Based Awards. The Committee has the authority to determine whether and to
what extent such awards are to be granted to eligible employees.

1. Stock Options. Incentive stock options ("ISO") and non-qualified stock
options may be granted for such number of shares as the Committee will determine
and may be granted alone, in conjunction with, or in tandem with, other awards
under the 1995 Plan and/or cash awards outside the 1995 Plan.

A stock option will be exercisable at such times and subject to such terms
and conditions as the Committee will determine and over a term to be determined
by the Committee, which term will be no more than ten years after the date of
grant. The option price for any incentive stock option will not be less than
100% of the fair market value of the Company's Common Stock as of the date of
grant and will be not less than 50% of the fair market value of the Company's
Common Stock as of the date of grant for any non-qualified stock option.

2. Stock Appreciation Rights. Stock Appreciation Rights ("SARs") may be
granted in conjunction with all or part of a stock option and will be
exercisable only when the underlying stock option is exercisable. Once an SAR
has been exercised, the related portion of the stock option underlying the SAR
will terminate.

3. Restricted Stock. Restricted stock may be granted alone, in conjunction
with, or in tandem with, other awards under the 1995 Plan and/or cash awards
outside of the 1995 Plan and may be conditioned upon the attainment of specific
performance goals or such other factors as the Committee may determine. The
provisions attendant to a grant of restricted stock may vary from participant to
participant.

During the restriction period, the employee may not sell, transfer, pledge
or assign the restricted stock. The certificate evidencing the restricted stock
will remain in the possession of the Company until the restrictions have lapsed.

4. Deferred Stock. Deferred stock may be granted alone, in conjunction
with, or in tandem with, other awards under the 1995 Plan and/or cash awards
outside of the 1995 Plan and may be conditioned upon the

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attainment of specific performance goals or such other factors as the Committee
may determine. The provisions attendant to a grant of deferred stock may vary
from participant to participant.

During the deferral period as set by the Committee, the employee may not
sell, transfer, pledge, or assign the deferred stock award. At the end of the
deferral period, shares of common stock equal to the number covered by the award
of deferred stock will be delivered to the employee.

5. Stock Purchase Rights. The Committee may grant eligible individuals
rights to purchase Company Common Stock at (a) the fair market value, (b) 50% of
fair market value, (c) book value, or (d) par value, all values being as of the
date of grant. The Committee may condition such rights, or their exercise, on
such terms and conditions as it sees fit.

6. Other Stock-Based Awards. The Committee may also grant other types of
awards that are valued, in whole or in part, by reference to, or otherwise based
on, the Company's Common Stock. These awards may be granted alone, in addition
to, or in tandem with, stock options, SARs, restricted stock, deferred stock or
stock purchase rights and/or cash awards outside of the 1995 Plan. Such awards
will be made upon such terms and conditions as the Committee may in its
discretion provide.

The 1995 Plan contains certain change in control provisions. If there is a
change in control or a potential change in control, SARs and limited SARs
outstanding for at least six months, and any stock options which are not then
exercisable will become fully exercisable and vested. Likewise, the restrictions
and deferral limitations applicable to restricted stock, deferred stock, stock
purchase rights and other stock-based awards will lapse and such shares and
awards will be deemed fully vested. Stock options, SARs, limited SARs,
restricted stock, deferred stock, stock purchase rights and other stock-based
awards will, unless otherwise determined by the Committee in its sole
discretion, be cashed out on the basis of the change in control price, as
defined in the 1995 Plan.

On March 29, 1995, the last reported sale price of the Company's Common
Stock on the New York Stock Exchange was $30.25 per share.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PROPOSED
ADOPTION OF THE CORRECTIONS CORPORATION OF AMERICA 1995 EMPLOYEE STOCK INCENTIVE
PLAN.

REPORTS OF BENEFICIAL OWNERSHIP

UNDER SECTION 16(A) OF THE EXCHANGE ACT

Under the Securities laws of the United States, the Company's directors,
executive officers and any person holding more than ten percent of the Common
Stock are required to report their ownership of the Common Stock and any changes
in that ownership to the SEC and the New York Stock Exchange ("NYSE"). These
persons also are required by SEC regulations to furnish the Company with copies
of these reports. Specific due dates for these reports have been established and
the Company is required to report in this Proxy Statement any failure to file by
these dates in 1994. Based solely on a review of the reports furnished to the
Company or written representations from the Company's directors and executive
officers, the Company believes that all of these filing requirements were
satisfied by the Company's directors, executive officers and ten percent holders
during the 1994 fiscal year.

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SECURITY OWNERSHIP OF DIRECTORS,
OFFICERS AND PRINCIPAL STOCKHOLDERS

The following table sets forth the number of shares of Common Stock held
beneficially, directly or indirectly, as of the Record Date by (i) each person
known by the Company to be the beneficial owner of more than 5% of the Common
Stock, (ii) each director (and nominee for director) of the Company, (iii) the
Company's Chief Executive Officer and the Company's four most highly compensated
executive officers other than the Chief Executive Officer whose total salary and
bonus for 1994 exceeded $100,000 (these executive officers being hereinafter
referred to collectively as the "Named Executive Officers") and (iv) all
directors and officers of the Company as a group, together with the percentage
of the outstanding shares of Common Stock which such ownership represents.

According to rules adopted by the SEC, a person is the "beneficial owner"
of securities if such person, directly or indirectly (through any contract,
arrangement, understanding, relationship, or otherwise), has or shares voting
power or investment power with respect to such securities. As used in the
foregoing definition of beneficial ownership, voting power includes the power to
vote or direct the voting of securities, and investment power includes the power
to dispose or direct the disposition of securities. Except as otherwise noted,
each person named in the following table possesses sole voting and investment
power with respect to the Shares shown as owned by such person.

COMMON STOCK

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
-----------------------
NAME AND ADDRESS NUMBER PERCENT
--------------------------------------------------------------- --------- -------
<S> <C> <C>
Sodexho, S.A................................................... 3,021,085(1) 19.5%
3 avenue Newton
78180 Montigny-le-Bretonneux
France
The Massey Burch Investment Group.............................. 1,241,109(2) 9.3%
310 25th Ave. N., Suite 103
Nashville, Tennessee 37203
Thomas W. Beasley.............................................. 1,052,539(3) 7.8%
102 Woodmont Boulevard
Nashville, Tennessee 37205
First Union National Bank of Tennessee......................... 632,995 4.8%
As Custodian for Corrections Corporation of America
Amended and Restated Employee Stock Ownership Plan
150 Fourth Avenue North
Nashville, Tennessee 37219
Doctor R. Crants............................................... 507,497(4) 3.8%
102 Woodmont Boulevard
Nashville, Tennessee 37205
T. Don Hutto................................................... 249,099(5) 1.9%
102 Woodmont Boulevard
Nashville, Tennessee 37205
William F. Andrews............................................. 75,399(6) .6%
358 Tranquility Road
Middlebury, Connecticut 06762
Samuel W. Bartholomew, Jr...................................... 59,000(7) .4%
424 Church Street, Suite 2800
Nashville, Tennessee 37219
</TABLE>

8
<PAGE> 11

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

(1) Includes 488,485 shares of Common Stock issuable upon conversion of certain
convertible subordinated notes; 1,100,000 shares issuable upon conversion
of certain warrants and approximately 732,600 shares issuable upon
conversion of certain convertible subordinated notes. Such information is
derived in part from the Schedule 13D, dated June 23, 1994 filed by
Sodexho, S.A.
(2) The shares indicated are beneficially owned directly or indirectly by
various individuals or entities affiliated with Massey Burch Investment
Group, Inc. ("MBIG"), a venture capital firm, the principals of which are
Messrs. Lucius E. Burch, III, Frank B. Sheffield, Jr. and Donald M.
Johnston. These individuals and entities and the number of shares of the
Company's Common Stock that they own are as follows: 50,000 shares held,
and 20,000 shares which may be acquired upon the exercise of certain
warrants held by, the Confederate Venture Fund ("CVF"); 375,000 shares held
by, and 90,000 shares which may be acquired upon the exercise of certain
warrants held by, The Valley Venture Fund Limited Partnership ("VVF"); and
2,333 shares held by Cumberland Ventures ("CV") (CVF, VVF, and CV are
limited partnerships of which certain of the general partners and/or
investment managers are affiliates of MBIG); 233,711 shares held by, and
41,570 shares which may be acquired upon the exercise of certain warrants
held by, certain investment advisory clients of MBIG with respect to which
Messrs. Burch, Sheffield, and Johnston, share voting and investment power
under the terms of powers of attorney granted to such persons by such
investment advisory clients; 330,473 shares held by, and 41,094 shares
which may be acquired upon exercise of certain warrants held by, Lucius E.
Burch, III; 66,426 shares held by, and 13,285 shares which may be acquired
upon exercise of certain warrants held by Mr. Burch as co-trustee of a
trust of which he disclaims beneficial ownership; 21,590 shares held by,
and 7,262 shares which may be acquired upon exercise of certain warrants
held by, Frank B. Sheffield, Jr.; and 21,314 shares held by, and 6,762
shares which may be acquired upon exercise of certain warrants held by,
Donald M. Johnston. Such information is derived solely from the Schedule
13G, dated February 10, 1995, filed by The Valley Venture Fund Limited
Partnership, Lucius E. Burch, III, Frank B. Sheffield, Jr. and Donald M.
Johnston. Does not include 3,750 shares held by, and 2,340 shares which may
be acquired upon the exercise of certain warrants held by, certain
employees of MBIG (beneficial ownership of which is disclaimed).
(3) Includes 75,000 shares issuable upon the exercise of options, 1,000 shares
owned by Mr. Beasley's wife, 7,033 shares held in the Company's Employee
Stock Ownership Plan, 179,385 shares issuable upon the exercise of warrants
and 200 shares issuable upon the exercise of warrants owned by Mr.
Beasley's wife.
(4) Includes 212,500 shares issuable upon the exercise of options, 11,642
shares held in the Company's Employee Stock Ownership Plan and 54,470
shares issuable upon the exercise of warrants (does not include 1,600
shares held in trust for Mr. Crants' children and 3,320 shares issuable
upon the exercise of warrants held in trust for Mr. Crants' children
beneficial ownership of which is disclaimed).

9
<PAGE> 12

(5) Includes 142,500 shares issuable upon the exercise of options, 4,034 shares
held in the Company's Employee Stock Ownership Plan, 13,166 shares issuable
upon the exercise of warrants, 32,833 shares owned by Mr. Hutto's wife, and
6,566 shares issuable upon the exercise of warrants owned by Mr. Hutto's
wife.
(6) Includes 49,000 shares issuable upon exercise of options, 1,000 shares
owned jointly by Mr. Andrews and his wife, 1,000 shares owned of record by
children of Mr. Andrews, 666 shares issuable upon the exercise of warrants
and 400 shares issuable upon the exercise of warrants owned jointly by Mr.
Andrews and his wife and by Mr. Andrews' children.
(7) Includes 37,000 shares issuable upon the exercise of options, 3,000 shares
owned by children of Mr. Bartholomew, 2,500 shares issuable upon the
exercise of warrants and 400 shares issuable upon the exercise of warrants
owned by children of Mr. Bartholomew.
(8) Includes 20,000 shares issuable upon the exercise of options and 1,700
shares issuable upon the exercise of warrants.
(9) Includes 7,500 shares issuable upon the exercise of options.
(10) Includes 51,100 shares issuable upon the exercise of options, 200 shares
owned by children of Mr. Myers, 20 shares issuable upon the exercise of
warrants, 40 shares issuable upon the exercise of warrants owned by
children of Mr. Myers and 4,287 shares held in the Company's Employee Stock
Ownership Plan.
(11) Includes 34,800 shares issuable upon the exercise of options, 350 shares
owned jointly by Mr. Massengale and his wife, 70 shares issuable upon the
exercise of warrants owned jointly by Mr. Massengale and his wife and 3,276
shares held in the Company's Employee Stock Ownership Plan.

(12) Includes an aggregate of 209,377 shares issuable upon exercise of options
and warrants (in addition to the options and warrants referenced in
footnotes 3, 4, 5, 6, 7, 8, 9, 10, and 11); 1,000 shares owned by Mr.
Beasley's wife (see footnote 3); 32,833 shares owned by Mr. Hutto's wife
(see footnote 5); 1,000 shares owned jointly by Mr. Andrews and his wife
and 1,000 shares owned by Mr. Andrews' children (see footnote 6); 3,000
shares owned by Mr. Bartholomew's children (see footnote 7); 200 shares
owned by Mr. Myer's children (see footnote 10); 350 shares owned jointly by
Mr. Massengale and his wife; and 23,877 shares held in the Company's
Employee Stock Ownership Plan (in addition to the shares referenced in
footnotes 3, 4, 5, 10 and 11).

In September 1992, the Company issued a warrant dividend to its common
stockholders of record on September 4, 1992 (the "Warrants"). Stockholders
received one Warrant for every five shares of Common Stock held. Each Warrant
entitles the holder thereof to purchase one share of Common Stock at an exercise
price of $8.50 per share. The Warrants initially had a term of four years and in
September, 1993 the term was extended by one year to September 11, 1997. The
Warrants became exercisable after April 30, 1993. Subject to various limitations
imposed by federal and state securities laws, all of the Warrants issued by the
Company are transferable, in whole or in part, at any time. The Warrants are
traded on the NYSE under the symbol CXC/WS. The number of shares of Common Stock
subject to these Warrants and the exercise price per share will be adjusted by
the Company to reflect certain changes in the capitalization of the Company.

10
<PAGE> 13

MANAGEMENT

Except as otherwise described under "Management -- Employment Agreements"
herein, the executive officers of the Company are elected annually by the Board
of Directors following the Annual Meeting of Stockholders to serve for a
one-year term and until their successors are elected and qualified. Biographical
information concerning those executive officers of the Company who are also
directors of the Company is set forth under Proposal 1 in this Proxy Statement.
Biographical information concerning all other executive officers of the Company
is set forth below.

<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION SINCE
- ---------------------- --- ---------------------------------- --------
<S> <C> <C> <C>
Doctor R. Crants....................... 50 Chairman of the Board; Chief
Executive Officer; Director 1983
Thomas W. Beasley...................... 52 Director 1983
T. Don Hutto........................... 59 Vice Chairman of the Board; Senior
Managing Director of International
Operations; Director 1983
David L. Myers......................... 51 President
Darrell K. Massengale.................. 34 Chief Financial Officer; Secretary
and Treasurer; Vice President,
Finance
Dennis E. Bradby....................... 45 Vice President, Education Services
Robert G. Britton...................... 54 Vice President, Operations
Linda G. Cooper........................ 44 Vice President, Legal Affairs
Peggy W. Lawrence...................... 39 Vice President, Investor Relations
John D. Rees........................... 48 Vice President, Business
Development
Linda A. Staley........................ 50 Vice President, Project
Development
Gay E. Vick, III....................... 47 Vice President and Managing
Director of International
Operations
</TABLE>

David L. Myers became President of the Company in June 1994. From December
1986 to June 1994, he served as Vice President, Facility Operations of the
Company. From September 1985 to December 1986, he served as Administrator of the
Company's Bay County, Florida facility. From 1968 to 1985, Mr. Myers was
employed with the Texas Department of Corrections, starting as a corrections
officer in 1968 and progressing in 1973 to warden of a maximum security prison.
He graduated from Sam Houston State University in 1969.

Darrell K. Massengale joined the Company in February 1986 and in March 1991
became its Vice President, Finance, Secretary, and Treasurer. In June 1994, he
was also elected Chief Financial Officer of the Company. From February 1986 to
March 1991, Mr. Massengale served as Controller of the Company. He is a
certified public accountant who was employed by the accounting firm of KPMG Peat
Marwick from 1982 through 1986. Mr. Massengale graduated from Middle Tennessee
State University in 1982 and became a certified public accountant in 1985.

Dennis E. Bradby has served as Vice President, Education Services for the
Company since June 1991. From April 1986 through June 1991, Mr. Bradby served as
the Company's Vice President, Operational Support Systems. From January through
April 1986, Mr. Bradby served as the Facility Administrator of the Company's
Hamilton County Work House and, from March 1984 through January 1986, as the
Facility Administrator of the Company's Houston Immigration Detention Facility.
He served as Regional Manager of the Virginia State Department of Corrections
from 1977 through March 1984 and as the Assistant Superintendent of that
department from 1974 through 1978. Mr. Bradby also served as Assistant
Superintendent of the Juvenile Detention Facility in Norfolk, Virginia from 1973
through 1974. Mr. Bradby graduated from Norfolk State University in 1972.

11
<PAGE> 14

Robert G. Britton was elected Vice President, Operations for the Company in
June 1994. From January 1986 to June 1994, he served as Vice President, Business
Development for the Company. From April 1985 to January 1986, Mr. Britton served
as Vice President, Operations for the Company. From March 1983 to March 1985,
Mr. Britton served as Director of Corrections of Dallas County, Texas and from
August 1981 to March 1983 as the President of Prison Management Systems, Inc., a
subsidiary of American Medical International Corporation (a hospital management
company). From 1979 to 1981, Mr. Britton served as the Director of the Alabama
Department of Corrections. Mr. Britton graduated from Sam Houston State
University in 1965.

Linda G. Cooper joined the Company in April 1987 as Senior Legal Counsel.
In May 1988, she was elected Assistant Secretary of the Company and in January
1989 became its Vice President, Legal Affairs. From December 1981 to March 1987
she served as staff attorney and then deputy general counsel for the Kentucky
Corrections Cabinet. Ms. Cooper received a Juris Doctor degree from the
University of Kentucky in 1979.

Peggy W. Lawrence became Vice President, Communications for the Company in
June 1989. From March 1987 to June 1989, she served as Director of
Communications for the Company. From January 1985 to March 1987, she served as
an account executive for Dye, Van Mol and Lawrence Public Relations. From
January 1980 to January 1985, Ms. Lawrence served as Vice President, Research at
Morgan Keegan & Co., an investment banking firm. Ms. Lawrence graduated from the
University of Tennessee at Knoxville in 1977 and became a Chartered Financial
Analyst in 1984.

John D. Rees was elected Vice President, Business Relations for the Company
in June 1994. From 1969 until 1986 when he joined the Company, Mr. Rees served
as warden of the Kentucky State Reformatory. Mr. Rees holds a Master of Science
degree from Florida State University and a Bachelor of Arts degree from the
University of Kentucky with majors in criminology, correctional administration
and sociology.

Linda A. Staley was elected Vice President, Project Development for the
Company in June 1994. She joined the Company in 1985 as Director, Project
Development. Prior to joining the Company, Ms. Staley spent 18 years working for
federal governmental agencies, including the Department of Justice and the
Immigration and Naturalization Service (INS) in the contracting and procurement
field. Ms. Stanley attended Wayne State College where she studied business
administration.

Gay E. Vick, III was elected Vice President and Managing Director of the
Company's International Operations in June 1994. From January 1987 to June 1994,
he served as Vice President, Project Development for the Company. From April
1984 to December 1986, Mr. Vick served as Vice President, Design and
Construction. From April 1983 to April 1984 he served as President of Vick and
Harris, Ltd., where he designed correctional and detention facilities. He has
designed correctional and detention facilities for 11 years and is a member of
the Architecture for Justice Committee of the American Institute of
Architecture. Mr. Vick graduated from Virginia Polytechnic Institute in 1970.

12
<PAGE> 15

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table summarizes the compensation paid or accrued by the
Company during the three fiscal years ending December 31, 1992, 1993 and 1994 to
those persons who, as of December 31, 1994, were the Named Executive Officers.

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS(1)
----------------------------------------- ------------------------------------------------
SECURITIES
RESTRICTED UNDERLYING ALL OTHER
NAME AND PRINCIPAL OTHER ANNUAL STOCK OPTIONS/ LTIP COMPENSATION
POSITION YEAR SALARY BONUS COMPENSATION AWARDS SARS PAYOUTS (2)
- ----------------------- ----- -------- -------- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Doctor R. Crants....... 1994 $275,000 $155,375 58,429(3) 0 0 0 7,350
Chairman and Chief 1993 275,000 100,000 0 0 15,000 0 8,433
Executive Officer 1992 275,000 0 0 0 0 0 8,139
Thomas W. Beasley...... 1994 175,000 15,313 0 0 0 0 4,100
Chairman Emeritus 1993 175,000 0 0 0 15,000 0 5,850
1992 150,000 0 0 0 0 0 6,780
T. Don Hutto........... 1994 101,388 7,669 0 0 0 0 2,815
Vice Chairman, Senior 1993 97,850 0 0 0 15,000 0 1,016
Managing Director 1992 95,000 0 0 0 0 0 950
David Myers............ 1994 113,223 9,375 0 0 0 0 3,651
President 1993 92,000 0 0 0 10,000 0 3,535
1992 88,256 0 0 0 3,500 0 3,352
Darrell K. 1994 105,863 8,250 0 0 0 0 3,662
Massengale........... 1993 92,338 0 0 0 8,000 0 3,658
Vice President, 1992 80,375 0 0 0 3,500 0 2,697
Finance and Chief
Financial Officer
</TABLE>

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

(1) The Company does not currently maintain a formal "Long Term Incentive Plan."
There were no shares of restricted stock held by any of the Named Executive
Officers on December 31, 1994.
(2) Amounts represent dollar value of shares contributed to the Company's
Employee Stock Ownership Plan as calculated on December 31 of each year.
(3) This amount reflects a gross-up for tax reimbursement.

OPTION GRANTS IN LAST FISCAL YEAR

No options were granted to the Named Executive Officers in 1994.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END VALUES

Set forth below is information with respect to exercises of options by the
Named Executive Officers during 1994 pursuant to the Company's stock option
plans and information with respect to unexercised options held by the Named
Executive Officers as of December 31, 1994.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING
NUMBER OF UNEXERCISED OPTIONS VALUE OF UNEXERCISED
SHARES HELD AT IN-THE-MONEY OPTIONS
ACQUIRED DECEMBER 31, 1994 AT DECEMBER 31, 1994(1)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Crants................... -0- $ -0- 195,000 -0- $ 1,897,500 $ -0-
Mr. Beasley.................. -0- $ -0- 75,000 -0- $ 739,810 $ -0-
Mr. Hutto.................... -0- $ -0- 135,000 -0- $ 1,255,000 $ -0-
Mr. Myers.................... 10,500 $109,604 36,100 -0- $ 308,113 $ -0-
Mr. Massengale............... -0- $ -0- 24,800 -0- $ 220,962 $ -0-
</TABLE>

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

(1) Value is calculated as the difference between the closing market price of a
share of Common Stock on December 30, 1994 ($16.13 per share) and the
exercise price of the options. No value is reported if the exercise price
of the options exceeded the market price of a share of Common Stock on
December 30, 1994.

13
<PAGE> 16

The Company has not awarded stock appreciation rights to any employee and
has no long term incentive plans, as that term is defined in SEC regulations.
The Company has various stock option plans (the "Stock Option Plans"), an
Incentive Compensation Plan (the "Incentive Compensation Plan"), and an employee
stock ownership plan (the "ESOP"). The Company presently has no defined benefit
or actuarial plans covering any employees of the Company.

BOARD COMMITTEES, ATTENDANCE, AND COMPENSATION OF DIRECTORS

COMMITTEES

The members of the Audit Committee are designated annually by the Board of
Directors. The Audit Committee currently consists of Messrs. Andrews, Fulton and
Bartholomew with Mr. Bartholomew serving as Chairman. The Audit Committee
reviews the financial affairs and controls of the Company, recommends each year
to the Board of Directors the Company's independent auditors to audit the annual
financial statements of the Company, reviews the scope of the audit plan,
discusses with the Company's auditors the results of the Company's annual audit
and any related matters, and reviews any transactions posing a potential
conflict of interest among the Company and its directors, officers, and
affiliates.

The Board of Directors established a Compensation Committee in 1988, which
currently consists of Messrs. Andrews, Bartholomew and Fulton with Mr. Andrews
serving as Chairman. Responsibilities of the Compensation Committee include
approval of remuneration arrangements for executive officers of the Company,
review of compensation plans relating to executive officers and directors,
including grants of stock-based incentives and cash bonuses and general review
of the Company's employee compensation policies. The Compensation Committee also
serves as the plan administrator and Trustee for the Company's Employee Stock
Ownership Plan.

The Company has not established a Nominating Committee.

MEETINGS

During 1994, the Board of Directors of the Company held four regularly
scheduled meetings and one special meeting. All nominees attended all meetings
of the Board of Directors except that Mr. Beasley was absent from two meetings.

During 1994, the Audit Committee held two meetings and the Compensation
Committee held three meetings. All nominees attended all meetings of the
committees of which such nominees were members.

COMPENSATION OF DIRECTORS

Each director who is also an officer of the Company receives no additional
compensation for service on the Board or any committee of the Board. Directors
who are not also officers of the Company receive $1,000 plus expenses for each
meeting of the Board they attend. Members of the Audit and Compensation
Committees receive $500 plus expenses for each committee meeting they attend and
the Chairman of each committee receives an additional $250 plus expenses for
each committee meeting he chairs. In addition, each non-employee director
participates in the Non-Employee Directors' Stock Option Plan, which was
approved by the Board on November 6, 1992 and by the stockholders of the Company
at the 1993 Annual Meeting.

EMPLOYMENT AGREEMENTS

The Company currently has an employment agreement with Mr. Crants which
expires on September 28, 1997. The agreement currently provides for an annual
base salary of $275,000. The base salary is subject to increase at the
discretion of the Compensation Committee. The agreement also provides for bonus
compensation based on Mr. Crants' performance which may be awarded at the
discretion of the Compensation Committee. The agreement also provides that if
Mr. Crants' employment is terminated for certain specified reasons, he will
receive a salary equal to one-half of the amount of his salary at the time he is
terminated through the remaining term of the agreement.

14
<PAGE> 17

Additionally, the Company entered into an employment agreement with Mr.
Hutto dated as of August 1, 1988 and subsequently amended. The agreement, as
amended, expires on March 31, 1995, and was renewed for an additional term of
one year. The Company currently pays Mr. Hutto an annual salary of $106,000
pursuant to the agreement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Currently, the Board's Compensation Committee is composed of Messrs.
Andrews, Fulton and Bartholomew. Currently, the Board's Audit Committee is
composed of Messrs. Andrews, Fulton and Bartholomew. None of these persons has
at any time been an officer or employee of the Company or any of its
subsidiaries. Stokes & Bartholomew, P.A., of which Mr. Bartholomew is a partner,
provided legal services to the Company in 1994, and it is anticipated that
Stokes & Bartholomew, P.A. will provide legal services to the Company in 1995.
The Fulton Group, Inc., of which Mr. Fulton is President, provided consulting
services to the Company in 1994, and it is anticipated that The Fulton Group,
Inc. will provide consulting services to the Company in 1995.

COMPENSATION COMMITTEE REPORT

INTRODUCTION

The Compensation Committee of the Board of Directors is responsible for all
decisions regarding compensation for the Company's executive officers. The
Compensation Committee is composed of three non-employee directors. Because the
Compensation Committee believes that each executive officer has the potential to
effect the short-term and long-term profitability of the Company, the Committee
places considerable importance on the task of creating and implementing the
Company's executive compensation program.

The Company's executive compensation program is focused on stockholder
value, the overall performance of the Company, success of the Company as
impacted by the executive's performance and the performance of the individual
executive.

COMPENSATION POLICY

The objectives of the Compensation Committee's executive compensation
policy are to provide competitive levels of compensation that are integrated
with the Company's annual long-term performance goals, reward above-average
corporate performance, recognize individual initiative and achievements and
assist the Company in attracting and retaining qualified executives. In 1994,
the Company's executive compensation was reviewed by the Committee relative to
peer group executive compensation. Because the Company's compensation plan
involves incentives contingent upon the Company's performance and individual
performance, an executive officer's actual compensation level in any particular
year may be above or below that of an officer of a competitor of the Company.

Periodically the Committee engages the independent consulting firm of
Arthur Andersen & Company to conduct a thorough review of the Company's
compensation practices to assist management and the Compensation Committee in
evaluating the amount of compensation earned by the Company's executive officers
and the structure of the Company's compensation plans. Relevant industry and
other data are compared to the current and planned compensation of the Company's
executive officers and directors. In general, the individual officers are
assessed against the mid-point of a composite summary. The study examines the
Company's performance relative to certain of the companies in the index of peer
companies which are used in the performance graph on page 18 (the "Peer Group").
The Peer Group includes those companies in the security business who are direct
competitors of the Company and other regional service organizations with annual
revenues and capitalizations within a reasonable range of the Company's.

The three main components of the executive compensation program are base
salary, cash bonuses and stock-based incentive plans. Each component is intended
to serve the overall compensation philosophy of the Company.

15
<PAGE> 18

BASE SALARY

In the first quarter of each fiscal year, the Compensation Committee, along
with the CEO of the Company, review and approve, with any modifications it deems
appropriate, an annual salary plan for the Company's executive officers. This
salary plan is developed by the Company's CEO with the aid of the Company's
president. Many subjective factors are included in determining base salaries
such as the responsibilities born by the executive officer, the scope of the
position, length of service with the Company, corporate and individual
performance, and the salaries paid by companies in the Peer Group to officers in
similar positions. While these subjective factors are then integrated with other
objective factors, including net income, earnings per share, return on equity
and growth of the Company, the overall assessment is primarily a subjective one.
The Committee is of the view that the current base salaries of executive
officers of the Company as a whole are on the conservative side of a market
range but vary appropriately on an individual basis.

CASH INCENTIVE PLAN

Another component of the executive compensation package is the cash bonus
paid pursuant to the Company's Incentive Compensation Plan (the "Incentive
Plan") adopted by the Compensation Committee on November 1, 1991. The Incentive
Plan is designed so that the executive officers of the Company receive a cash
bonus in the event the Company meets an annual performance target. This means
that a significant part of the compensation package is at risk. Participation in
the Incentive Plan is limited to a select group of management who have a
material impact on Company performance. The participants are selected by the
Compensation Committee and include the executive officers and the wardens.

Short-term performance is emphasized through the Incentive Plan as the
payouts thereunder are a direct function of the growth in the Company's
fully-diluted earnings per share ("EPS") during the most recent fiscal year.
Awards earned under the Incentive Plan are contingent upon employment with the
Company through the end of the year except for payments made in the event of
death, retirement, disability or a change in control. The Compensation Committee
annually establishes a minimum target for EPS and the level of attainment of
such goal results in varying payouts. Only one quarterly earnings target was met
during 1994. Accordingly, only 25% of the annual bonus amount was earned and
accrued.

STOCK INCENTIVE PLANS

To date, the Company has relied primarily upon stock option awards to
provide long-term incentives for executives. The Compensation Committee
continues to believe that stock options have been and remain an excellent
vehicle for providing financial incentives for management. The Company's
existing stock option plans and the proposed 1995 Employee Stock Incentive Plan
(collectively, the "Stock Incentive Plans") authorize the issuance of both
incentive and non-qualified stock options to officers, key employees and wardens
of the Company. The members of the Compensation Committee participate in the
Company's Non-Employee Director Stock Option Plan which is administered by the
Board of Directors and no member of the Compensation Committee is eligible for
the grant of an option under any other stock option plan. Subject to general
limits prescribed by the Stock Incentive Plans, the Compensation Committee has
the authority to determine the individuals to whom stock options are awarded and
the terms of the options and the number of shares subject to each option. The
size of any particular stock option award is based upon position and the
individual performance during the related evaluation period. Because the option
exercise price for the employee is the price of stock on the date of grant and
the options generally carry a ten year life, employees benefit only if the value
of the Company's Common Stock increases. Thus, employees with stock options are
rewarded for their efforts to improve long-term stock market performance. In
this way, the financial interests of management are aligned with those of the
Company's stockholders. The Committee has determined that in addition to stock
options, the Company should have the flexibility to issue other stock-based
incentives as are included in the Company's 1995 Employee Stock Incentive Plan
described earlier herein.

Executive officers of the Company may also participate in the Company's
Amended and Restated Employee Stock Ownership Plan (the "ESOP"). Executive
officers participate in the ESOP on the same

16
<PAGE> 19

terms as non-executive employees who meet the applicable eligibility criteria,
subject to any legal limitations on the amounts that may be contributed or the
benefits that may be payable under the ESOP. The Company makes contributions to
the ESOP on behalf of the employees and also matches employee contributions up
to certain levels. Benefits which become 40% vested over four years of service
and 100% vested over five years of service are paid on death, retirement or
termination. All contributions to the ESOP are made or invested in the Company's
Common Stock. These features tend to align further the employees' and
stockholders' long-term financial interests.

CHIEF EXECUTIVE OFFICER COMPENSATION

The Compensation Committee's basis for compensation of the CEO is derived
from the same considerations addressed above. Mr. Crants participates in the
same executive compensation plans available to the other executive officers.
From 1991 through 1994, Mr. Crants' salary has remained constant while the
Company's performance has improved significantly. In light of the improved
Company performance, the Compensation Committee approved an additional cash
bonus award to Mr. Crants in the form of the forgiveness of $100,000 of Mr.
Crants' outstanding line of credit with the Company. Mr. Crants received the
same bonus in 1993. This cash bonus for 1994 reflects the Compensation
Committee's continued recognition of Mr. Crants' contribution to the successful
operation of the Company as evidenced by the earnings growth of the Company's
Common Stock and the increase in the return on and value of stockholder equity.
In addition to leading the Company through its most financially successful year,
Mr. Crants strengthened the Company's market position by entering into the
strategic alliance with Sodexho. The Company's overall business was also greatly
improved with the award of major contracts and the acquisition of TransCor. The
Committee believes that Mr. Crants continues to strengthen the confidence and
dedication of employees and to position the Company to share in the future
growth of our industry.

FEDERAL INCOME TAX DEDUCTIBILITY LIMITATIONS

The Committee believes it is appropriate to take into account the
$1,000,000 limit on the deductibility of executive compensation for federal
income tax purposes enacted as part of the 1993 Omnibus Budget Reconciliation
Act ("OBRA") and to seek to qualify the Company's long-term compensation awards
as performance-based compensation excluded from the $1,000,000 limit. Because
compensation under the Company's stock incentive plans is currently excluded
from the $1,000,000 limit under the transition rules contained in the proposed
Treasury regulations under OBRA and none of the Company's executive officers has
received other compensation that could potentially exceed the applicable limits
under OBRA, the Company has not yet taken any action to qualify its stock
incentive plans as performance-based compensation.

SUMMARY

The Committee believes that this mix of base salaries, variable cash
incentives and the potential for equity ownership in the Company represents a
balance that will motivate the management team to continue to produce strong
returns. The Committee further believes this program strikes an appropriate
balance between the interests and needs of the Company in operating its business
and appropriate rewards based on stockholder value.

Submitted by the Compensation Committee of the Company's Board of
Directors.

William F. Andrews, Chairman
Samuel W. Bartholomew, Jr., Member
Richard H. Fulton, Member

17
<PAGE> 20

STOCKHOLDER RETURN PERFORMANCE GRAPH

The SEC requires that the Company include in this Proxy Statement a
line-graph comparing cumulative stockholder returns as of December 31 for each
of the last five years among the Common Stock, a broad market index and either a
nationally-recognized industry standard or an index of peer companies selected
by the Company, assuming in each case the reinvestment of dividends. Consistent
with past practice, the Board of Directors has selected the CRSP Composite Index
for NASDAQ stock market as the relevant broad market index and a peer group (the
"Peer Group") which consists of 14 companies that are either direct competitors
of the Company or other regional service organizations with similar market
capitalization to the Company.(1) The Peer Group comparison is included as it
was used by the Compensation Committee in conducting its executive compensation
evaluation as set forth in the Compensation Committee Report included herein,
and the Board of Directors believes that such companies generally possess
assets, liabilities and operations more similar to those of the Company than
other publicly-available indices.

The following line graph is a comparison of the yearly percentage change in
the cumulative total stockholder return on the Company Common Stock with the
cumulative total return of the Standard & Poor's 500 Composite Index, the Peer
Group Index(1,2) and the CRSP Index for NASDAQ Stock Market (US and Foreign)
index(2) for the period of five years commencing December 31, 1989 and ending
December 31, 1994.

[CRC GRAPH]

<TABLE>
12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
<S> <C> <C> <C> <C> <C> <C>
Corrections Corp. $100.00 $55.93 $ 45.76 $ 48.03 $ 62.87 $112.65
Peer Group* $100.00 $77.56 $150.83 $166.24 $128.42 $141.53
S & P 500 COMP-LTD $100.00 $96.89 $126.28 $135.88 $149.52 $151.55
CRSP NASDAQ COMPOSITE INDEX $100.00 $85.02 $135.71 $157.36 $181.15 $175.25
</TABLE>

* The Peer Group includes BEI Holding, Ltd., Brock Candy Co., Chattem Inc.,
Command Security Corporation, Hospital Staffing Services, Inc., Institutform
Technology, Inc., Modalliance Inc.**, Nichols Research Corporation, Phycor,
Inc., Pinkerton's, Inc., Profits, Inc., REN Corp-USA, Republic Automotive
Parts, Inc., and Wackenhut Corp.
** Medalliance was formerly know as Imageamerica, Inc.
*** Data was not available for BEI Holdings Inc. and Brock Candy Co. Command
Security Corp. enters in 1991, Medalliance enters the group in 1993, Phycor
enters in 1993 and Pinkertons enters in 1991.

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

(1)The Company's Peer Group consists of the following companies: BEI Holding,
Ltd., Brock Candy Company, Chattem, Inc., Command Security Corporation,
Hospital Staffing Services, Inc., Insituform Technology, Inc., Medalliance,
Inc.*, Nichols Research Corporation, Phycor, Inc., Pinkertons Inc., Profitts,
Inc., Ren Corporation-USA, Republic Automotive Parts, Inc. and Wackenhut
Corp.
*Medalliance, Inc. was formerly Imageamerica, Inc.

(2)As prepared by Arthur Andersen LLP.

18
<PAGE> 21

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On November 30, 1990, the Compensation Committee recommended to the Board
of Directors that in lieu of a bonus or increased compensation to reward Mr.
Crants for his services as President, Chief Executive Officer, and a director of
the Company that Mr. Crants be granted a line of credit from the Company in an
amount equal to his then current salary ($275,000) (the "Line of Credit"). The
Line of Credit bears interest at a rate corresponding to the Company's borrowing
rate during the period in which it is outstanding. It provides that Mr. Crants
may borrow and repay sums under the Line of Credit from time to time. The Line
of Credit was unanimously approved by the Board of Directors on November 30,
1990, with Mr. Crants abstaining. On January 16, 1991, Mr. Crants executed a
promissory note in accordance with the terms proposed by the Compensation
Committee and received the sum of $275,000 from the Company. On November 6,
1992, the Line of Credit was increased to $300,000 and amended to provide that
the principal balance of the Line of Credit would be repaid by Mr. Crants in
three (3) annual installments of $100,000 on each of December 31, 1993, December
31, 1994 and December 31, 1995. The Line of Credit was due and payable in full
in the event Mr. Crants voluntarily leaves the employment of the Company. The
obligation of Mr. Crants to repay this indebtedness will be waived in its
entirety in the event Mr. Crants should die while in the employment of the
Company. In consideration of Mr. Crants' performance in 1993 and 1994, the
Compensation Committee approved a bonus award to Mr. Crants in the form of the
forgiveness of $100,000 of Mr. Crants' outstanding line of credit in each year.
In 1993 and 1994, the Compensation Committee awarded Mr. Crants a bonus in the
form of forgiveness of accrued interest on the outstanding amount of the line of
credit plus a gross-up of taxes attributable to the forgiveness of the
indebtedness and accrued interest. In February 1995, Mr. Crants paid the
outstanding amount due under the line of credit. As of the date of this Proxy
Statement, the outstanding principal balance under Mr. Crants' Line of Credit is
zero.

On April 4, 1994, the Company's ESOP purchased 50,000 shares of the Common
Stock held by Mr. Beasley at an aggregate purchase price of $725,000. The
purchase price per share was $14.50 which represents the closing bid price for
the Common Stock on March 31, 1994. The shares will be held, allocated, and
distributed in accordance with the terms of the ESOP.

On June 23, 1994, the Company entered into an International Joint Venture
Agreement (the "Joint Venture Agreement") with Sodexho, S.A., a French
conglomerate which, in addition to other businesses, provides contract
management services ("Sodexho"). Simultaneously with the execution of the Joint
Venture Agreement, Sodexho purchased a significant equity stake in the Company
as described in the Beneficial Ownership Table included herein. In consideration
of the placement by Sodexho of the securities, the execution by Sodexho of the
Joint Venture Agreement, and the provision by Sodexho of certain consulting
services to the Company, the Company entered into an International Fee Agreement
(the "Fee Agreement") with Sodexho. Pursuant to the Fee Agreement the Company
will pay Sodexho a total of $3,960,000 over a four-year period, in sixteen
quarterly installments of $247,500 each.

Stokes & Bartholomew, P.A., of which Mr. Bartholomew is a partner, provided
legal services to the Company in 1994, and it is anticipated that Stokes &
Bartholomew, P.A. will provide legal services to the Company in 1995. The fees
paid in 1994 by the Company in connection with such legal services exceeded
$60,000.

19
<PAGE> 22

AUDITORS

The firm of Arthur Andersen LLP has served as the Company's independent
public accountants since August, 1991 and has been selected to serve in such
capacity for the fiscal year ended December 31, 1995. A representative of Arthur
Andersen LLP is expected to attend the Annual Meeting to respond to questions
from stockholders and to make a statement if he so desires.

STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING

Stockholders of the Company wishing to submit a proposal for action at the
Company's 1996 annual meeting of stockholders and to have the proposal included
in the Company's proxy materials relating to that meeting, must deliver their
proposals to the Company at its principal offices not later than December 1,
1995. Additional legal requirements apply to any inclusion of stockholder
proposals in proxy materials of the Company.

ANNUAL REPORTS

The Company's 1994 Annual Report to stockholders is being mailed to the
Company's stockholders with this Proxy Statement. The Annual Report is not part
of the proxy soliciting material.

OTHER MATTERS

The management of the Company knows of no other matters to be presented and
acted upon at the Annual Meeting other than those set forth in the accompanying
notice. However, if any other matters requiring a vote of the stockholders
should properly come before the Annual Meeting or any adjournment thereof, each
proxy will be voted with respect thereto in accordance with the best judgment of
the proxy holder.

By Order of the Board of Directors,

Darrell K. Massengale
---------------------
Darrell K. Massengale
Secretary

April 14, 1995
Nashville, Tennessee

YOUR COOPERATION IN GIVING THESE MATTERS YOUR IMMEDIATE ATTENTION
AND IN RETURNING YOUR PROXY PROMPTLY IS APPRECIATED.

20
<PAGE> 23

EXHIBIT A

CORRECTIONS CORPORATION OF AMERICA

1995 EMPLOYEE STOCK INCENTIVE PLAN

Section 1. Purpose; Definitions.

The purpose of the Corrections Corporation of America 1995 Employee Stock
Incentive Plan (the "Plan") is to enable Corrections Corporation of America (the
"Company") to attract, retain and reward key employees of the Company, and
strengthen the mutuality of interests between such key employees and the
Company's stockholders, by offering such key employees performance-based stock
incentives and/or other equity interests or equity-based incentives in the
Company, as well as performance-based incentives payable in cash.

For purposes of the Plan, the following terms shall be defined as set forth
below:

a. "Affiliate" means any entity other than the Company and its
Subsidiaries that is designated by the Board as a participating employer
under the Plan, provided that the Company directly or indirectly owns at
least 20% of the combined voting power of all classes of stock of such
entity or at least 20% of the ownership interests in such entity.

b. "Board" means the Board of Directors of the Company.

c. "Book Value" means, as of any given date, on a per share basis (i)
the Stockholders' Equity in the Company as of the end of the immediately
preceding fiscal year as reflected in the Company's consolidated balance
sheet, subject to such adjustments as the Committee shall specify at or
after grant, divided by (ii) the number of then outstanding shares of Stock
as of such year-end date (as adjusted by the Committee for subsequent
events).

d. "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.

e. "Committee" means the Committee referred to in Section 2 of the
Plan. If at any time no Committee shall be in office, then the functions of
the Committee specified in the Plan shall be exercised by the Board.

f. "Company" means Corrections Corporation of America, a Delaware
corporation, or any successor corporation.

g. "Deferred Stock" means an award made pursuant to Section 8 below of
the right to receive Stock at the end of a specified deferral period.

h. "Disability" means disability as determined under procedures
established by the Committee for purposes of this Plan.

i. "Disinterested Person" shall have the meaning set forth in Rule
16b-3(c)(2)(i) as promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, or any successor definition
adopted by the Commission.

j. "Early Retirement" means retirement, with the express consent for
purposes of this Plan of the Company at or before the time of such
retirement, from active employment with the Company and any Subsidiary or
Affiliate on or after attainment of age sixty-two (62) but before
attainment of age sixty-five (65).

k. "Fair Market Value" means, as of any given date, unless otherwise
determined by the Committee in good faith, the reported closing price of
the Stock on the New York Stock Exchange or, if no such sale of Stock is
reported on the New York Stock Exchange on such date, the fair market value
of the Stock as determined by the Committee in good faith.

A-1
<PAGE> 24

l. "Incentive Stock Option" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422
of the Code.

m. "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

n. "Normal Retirement" means retirement from active employment with
the Company and any Subsidiary or Affiliate on or after age 65.

o. "Other Stock-Based Award" means an award under Section 10 below
that is valued in whole or in part by reference to, or is otherwise based
on, Stock.

p. "Plan" means this Corrections Corporation of America 1995 Employee
Stock Incentive Plan, as hereinafter amended from time to time.

q. "Restricted Stock" means an award of shares of Stock that is
subject to restrictions under Section 7 below.

r. "Retirement" means Normal or Early Retirement.

s. "Stock" means the Common Stock, $1.00 par value per share, of the
Company.

t. "Stock Appreciation Right" means the right pursuant to an award
granted under Section 6 below to surrender to the Company all (or a
portion) of a Stock Option in exchange for an amount equal to the
difference between (i) the Fair Market Value, as of the date such Stock
Option (or such portion thereof) is surrendered, of the shares of Stock
covered by such Stock Option (or such portion thereof), subject, where
applicable, to the pricing provisions in Section 6(b)(ii); and (ii) the
aggregate exercise price of such Stock Option (or such portion thereof).

u. "Stock Option" or "Option" means any option to purchase shares of
Stock (including Restricted Stock and Deferred Stock, if the Committee so
determines) granted pursuant to Section 5 below.

v. "Stock Purchase Right" means the right to purchase Stock pursuant
to Section 9.

w. "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns
stock possessing more than 50% of the total combined voting power of all
classes of stock in one of the other corporations in the chain.

In addition, the terms "Change in Control", "Potential Change in Control"
and "Change in Control Price" shall have meanings set forth, respectively, in
Sections 11(b), (c) and (d) below and the term "Cause" shall have the meaning
set forth in Section 5(i) below.

SECTION 2. Administration.

The Plan shall be administered by a Committee of not less than two
Disinterested Persons, who shall be appointed by the Board of Directors of the
Company (the "Board") and who shall serve at the pleasure of the Board. The
functions of the Committee specified in the Plan shall be exercised by the
Board, if and to the extent that no Committee exists which has the authority to
so administer the Plan.

The Committee shall have full authority to grant, pursuant to the terms of
the Plan, to officers and other key employees eligible under Section 4: (i)
Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv)
Deferred Stock, (v) Stock Purchase Rights and/or (vi) Other Stock-Based Awards.

In particular, the Committee shall have the authority:

(i) to select the officers and other key employees of the Company and
its Subsidiaries and Affiliates to whom Stock Options, Stock Appreciation
Rights, Restricted Stock, Deferred Stock, Stock Purchase Rights and/or
Other Stock-Based Awards may from time to time be granted hereunder;

(ii) to determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock,
Deferred Stock, Stock Purchase Rights and/or

A-2
<PAGE> 25

Other Stock-Based Awards, or any combination thereof, are to be granted
hereunder to one or more eligible employees;

(iii) to determine the number of shares to be covered by each such
award granted hereunder;

(iv) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder (including, but not
limited to, the share price and any restriction or limitation, or any
vesting acceleration or waiver of forfeiture restrictions regarding any
Stock Option or other award and/or the shares of Stock relating thereto,
based in each case on such factors as the Committee shall determine, in its
sole discretion);

(v) to determine whether and under what circumstances a Stock Option
may be settled in cash, Restricted Stock and/or Deferred Stock under
Section 5(k) or (l), as applicable, instead of Stock;

(vi) to determine whether, to what extent and under what circumstances
Option grants and/or other awards under the Plan and/or other cash awards
made by the Company are to be made, and operate, on a tandem basis
vis-a-vis other awards under the Plan and/or cash awards made outside of
the Plan, or on an additive basis;

(vii) to determine whether, to what extent and under what
circumstances Stock and other amounts payable with respect to an award
under this Plan shall be deferred either automatically or at the election
of the participant (including providing for and determining the amount (if
any) of any deemed earnings on any deferred amount during any deferral
period); and

(viii) to determine the terms and restrictions applicable to Stock
Purchase Rights and the Stock purchased by exercising such Rights.

The Committee shall have the authority to adopt, alter and repeal such
rules, guidelines and practices governing the Plan as it shall, from time to
time, deem advisable; to interpret the terms and provisions of the Plan and any
award issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan.

All decisions made by the Committee pursuant to the provisions of the Plan
shall be made in the Committee's sole discretion and shall be final and binding
on all persons, including the Company and Plan participants.

SECTION 3. Stock Subject to Plan.

The total number of shares of Stock reserved and available for distribution
under the Plan shall be 600,000 shares, plus 2% of any increase in the number of
authorized shares of Stock above 30,000,000 shares. Such shares may consist, in
whole or in part, of authorized and unissued shares or treasury shares.

Subject to Section 6(b)(iv) below, if any shares of Stock that have been
optioned cease to be subject to a Stock Option, or if any such shares of Stock
that are subject to any Restricted Stock or Deferred Stock award, Stock Purchase
Right or Other Stock-Based Award granted hereunder are forfeited or any such
award otherwise terminates without a payment being made to the participant in
the form of Stock, such shares shall again be available for distribution in
connection with future awards under the Plan.

In the event of any merger, reorganization, consolidation,
recapitalization, Stock dividend, Stock split or other change in corporate
structure affecting the Stock, such substitution or adjustment shall be made in
the aggregate number of shares reserved for issuance under the Plan, in the
number and option price of shares subject to outstanding Options granted under
the Plan, in the number and purchase price of shares subject to outstanding
Stock Purchase Rights under the Plan, and in the number of shares subject to
other outstanding awards granted under the Plan as may be determined to be
appropriate by the Committee, in its sole discretion, provided that the number
of shares subject to any award shall always be a whole number. Such adjusted
option price shall also be used to determine the amount payable by the Company
upon the exercise of any Stock Appreciation Right associated with any Stock
Option.

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<PAGE> 26

SECTION 4. Eligibility.

Officers and other key employees of the Company and its Subsidiaries and
Affiliates (but excluding members of the Committee and any person who serves
only as a director) who are responsible for or contribute to the management,
growth and/or profitability of the business of the Company and/or its
Subsidiaries and Affiliates are eligible to be granted awards under the Plan.

SECTION 5. Stock Options.

Stock Options may be granted alone, in addition to or in tandem with other
awards granted under the Plan and/or cash awards made outside of the Plan. Any
Stock Option granted under the Plan shall be in such form as the Committee may
from time to time approve.

Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options.

The Committee shall have the authority to grant to any optionee Incentive
Stock Options, Non-Qualified Stock Options, or both types of Stock Options (in
each case with or without Stock Appreciation Rights).

Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a) Option Price. The option price per share of Stock purchasable under a
Stock Option shall be determined by the Committee at the time of grant but shall
be not less than 100% of the Fair Market Value of the Stock at grant, in the
case of Incentive Stock Options, and not less than 50% of the Fair Market Value
of the Stock at grant, in the case of Non-Qualified Stock Options.

(b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten years after
the date the Option is granted.

(c) Exercisability. Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Committee at or after grant; provided, however, that, except as provided in
Section 5(f) and (g) and Section 11, unless otherwise determined by the
Committee at or after grant, no Stock Option shall be exercisable prior to the
later of (i) the first anniversary date of the granting of the Option or (ii)
the second anniversary date of employment of the employee by the Company. If the
Committee provides, in its sole discretion, that any Stock Option is exercisable
only in installments, the Committee may waive such installment exercise
provisions at any time at or after grant in whole or in part, based on such
factors as the Committee shall determine, in its sole discretion.

(d) Method of Exercise. Subject to whatever installment exercise
provisions apply under Section 5(c), Stock Options may be exercised in whole or
in part at any time during the option period, by giving written notice of
exercise to the Company specifying the number of shares to be purchased.

Such notice shall be accompanied by payment in full of the purchase price,
either by check, note or such other instrument as the Committee may accept. As
determined by the Committee, in its sole discretion, at or after grant, payment
in full or in part may also be made in the form of a Stock Option or
unrestricted Stock already owned by the optionee or, in the case of the exercise
of a Non-Qualified Stock Option, Restricted Stock or Deferred Stock subject to
an award hereunder (based, in each case, on the Fair Market Value of the Stock
Option or the Stock on the date the option is exercised, as determined by the
Committee).

If payment of the option exercise price of a Non-Qualified Stock Option is
made in whole or in part in the form of Restricted Stock or Deferred Stock, such
Restricted Stock or Deferred Stock (and any replacement shares relating thereto)
shall remain (or be) restricted or deferred, as the case may be, in accordance
with the original terms of the Restricted Stock award or Deferred Stock award in
question, and any additional Stock received upon the exercise shall be subject
to the same forfeiture restrictions or deferral limitations, unless otherwise
determined by the Committee, in its sole discretion, at or after grant.

A-4
<PAGE> 27

No shares of Stock shall be issued until full payment therefor has been
made. An optionee shall generally have the rights to dividends or other rights
of a shareholder with respect to shares subject to the Option when the optionee
has given written notice of exercise, has paid in full for such shares, and, if
requested, has given the representation described in Section 14(a).

(e) Non-Transferability of Options. No Stock Option shall be transferable
by the optionee otherwise than by will or by the laws of descent and
distribution, and all Stock Options shall be exercisable, during the optionee's
lifetime, only by the optionee.

(f) Termination by Death. Subject to Section 5(j), if an optionee's
employment by the Company and any Subsidiary or Affiliate terminates by reason
of death, any Stock Option held by such optionee may thereafter be exercised, to
the extent such option was exercisable at the time of death or on such
accelerated basis as the Committee may determine at or after grant (or as may be
determined in accordance with procedures established by the Committee), by the
legal representative of the estate or by the legatee of the optionee under the
will of the optionee, for a period of one year (or such other period as the
Committee may specify at grant) from the date of such death or until the
expiration of the stated term of such Stock Option, whichever period is the
shorter.

(g) Termination by Reason of Disability. Subject to Section 5(j), if an
optionee's employment by the Company and any Subsidiary or Affiliate terminates
by reason of Disability, any Stock Option held by such optionee may thereafter
be exercised by the optionee, to the extent it was exercisable at the time of
termination or on such accelerated basis as the Committee may determine at or
after grant (or as may be determined in accordance with procedures established
by the Committee), for a period of three years (or such other period as the
Committee may specify at grant) from the date of such termination of employment
or until the expiration of the stated term of such Stock Option, whichever
period is the shorter; provided, however, that, if the optionee dies within such
three-year period (or such other period as the Committee shall specify at
grant), any unexercised Stock Option held by such optionee shall thereafter be
exercisable to the extent to which it was exercisable at the time of death for a
period of twelve months from the date of such death or until the expiration of
the stated term of such Stock Option, whichever period is the shorter. In the
event of termination of employment by reason of Disability, if an Incentive
Stock Option is exercised after the expiration of the exercise periods that
apply for purposes of Section 422 of the Code, such Stock Option will thereafter
be treated as a Non-Qualified Stock Option.

(h) Termination by Reason of Retirement. Subject to Section 5(j), if an
optionee's employment by the Company and any Subsidiary or Affiliate terminates
by reason of Normal or Early Retirement, any Stock Option held by such optionee
may thereafter be exercised by the optionee, to the extent it was exercisable at
the time of such Retirement or on such accelerated basis as the Committee may
determine at or after grant (or as may be determined in accordance with
procedures established by the Committee), for a period of three years (or such
other period as Committee may specify at grant) from the date of such
termination of employment or the expiration of the stated term of such Stock
Option, whichever period is the shorter; provided, however, that, if the
optionee dies within such three-year period (or such other period as the
Committee may specify at grant), any unexercised Stock Option held by such
optionee shall thereafter be exercisable, to the extent to which it was
exercisable at the time of death, for a period of twelve months from the date of
such death or until the expiration of the stated term of such Stock Option,
whichever period is the shorter. In the event of termination of employment by
reason of Retirement, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section 422 of the
Code, the option will thereafter be treated as a Non-Qualified Stock Option.

(i) Other Termination. Unless otherwise determined by the Committee (or
pursuant to procedures established by the Committee) at or after grant, if an
optionee's employment by the Company and any Subsidiary or Affiliate terminates
for any reason other than death, Disability or Normal or Early Retirement, the
Stock Option shall thereupon terminate.

(j) Incentive Stock Options. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be so exercised, so as to disqualify the Plan under
Section 422 of the Code,

A-5
<PAGE> 28

or, without the consent of the optionee(s) affected, to disqualify any Incentive
Stock Option under such Section 422.

If an Incentive Stock Option granted under this Plan is first exercisable
in any calendar year to obtain Stock having a fair market value (determined at
the time of grant) in excess of $100,000, the option is treated as an Incentive
Stock Option for Stock having a fair market value (determined at the time of
grant) equal to $100,000 and as a Non-Qualified Stock Option for the remaining
Stock. In making this determination, the rules specified in Section 422(d) of
the Code shall be determinative, including the aggregate of all incentive stock
options which are first exercisable in that calendar year under any plan of the
Company.

To the extent permitted under Section 422 of the Code or the applicable
regulations thereunder or any applicable Internal Revenue Service pronouncement:

(i) if (x) a participant's employment is terminated by reason of
death, Disability or Retirement and (y) the portion of any Incentive Stock
Option that is otherwise exercisable during the post-termination period
specified under Section 5(f), (g) or (h), applied without regard to the
$100,000 limitation contained in Section 422(b)(7) of the Code, is greater
than the portion of such option that is immediately exercisable as an
"incentive stock option" during such post-termination period under Section
422, such excess shall be treated as a Non-Qualified Stock Option; and

(ii) if the exercise of an Incentive Stock Option is accelerated by
reason of a Change in Control, any portion of such option that is not
exercisable as an Incentive Stock Option by reason of the $100,000
limitation contained in Section 422(b)(7) of the Code shall be treated as a
Non-Qualified Stock Option.

An employee who owns Stock representing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company shall not be
eligible to receive an Incentive Stock Option.

(k) Buyout Provisions. The Committee may at any time offer to buy out for
a payment in cash, Stock, Deferred Stock or Restricted Stock an option
previously granted, based on such terms and conditions as the Committee shall
establish and communicate to the optionee at the time that such offer is made.

(l) Settlement Provisions. If the option agreement so provides at grant or
is amended after grant and prior to exercise to so provide (with the optionee's
consent), the Committee may require that all or part of the shares to be issued
with respect to the spread value of an exercised Option take the form of
Deferred or Restricted Stock, which shall be valued on the date of exercise on
the basis of the Fair Market Value (as determined by the Committee) of such
Deferred or Restricted Stock determined without regard to the deferral
limitations and/or forfeiture restrictions involved.

SECTION 6. Stock Appreciation Rights.

(a) Grant and Exercise. Stock Appreciation Rights may be granted in
conjunction with all or part of any Stock Option granted under the Plan. In the
case of a Non-Qualified Stock Option, such rights may be granted either at or
after the time of the grant of such Stock Option. In the case of an Incentive
Stock Option, such rights may be granted only at the time of the grant of such
Stock Option.

A Stock Appreciation Right or applicable portion thereof granted with
respect to a given Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option, subject to such
provisions as the Committee may specify at grant where a Stock Appreciation
Right is granted with respect to less than the full number of shares covered by
a related Stock Option.

A Stock Appreciation Right may be exercised by an optionee, subject to
Section 6(b), in accordance with the procedures established by the Committee for
such purpose. Upon such exercise, the optionee shall be entitled to receive an
amount determined in the manner prescribed in Section 6(b). Stock Options
relating to exercised Stock Appreciation Rights shall no longer be exercisable
to the extent that the related Stock Appreciation Rights have been exercised.

A-6
<PAGE> 29

(b) Terms and Conditions. Stock Appreciation Rights shall be subject to
such terms and conditions, not inconsistent with the provisions of the Plan, as
shall be determined from time to time by the Committee, including the following:

(i) Stock Appreciation Rights shall be exercisable only at such time
or times and to the extent that the Stock Options to which they relate
shall be exercisable in accordance with the provisions of Section 5 and
this Section 6 of the Plan; provided, however, that any Stock Appreciation
Right granted to an optionee subject to Section 16(b) of the Securities
Exchange Act of 1934 (the "Exchange Act") subsequent to the grant of the
related Stock Option shall not be exercisable prior to the later of (i) the
first anniversary date of the granting of the Stock Appreciation Right or
(ii) the second anniversary date of employment of the employee by the
Company. The exercise of Stock Appreciation Rights held by optionees who
are subject to Section 16(b) of the Exchange Act shall comply with Rule
16(b)-3 thereunder, to the extent applicable.

(ii) Upon the exercise of a Stock Appreciation Right, an optionee
shall be entitled to receive an amount in cash and/or shares of Stock equal
in value to the excess of the Fair Market Value of one share of Stock over
the option price per share specified in the related Stock Option multiplied
by the number of shares in respect of which the Stock Appreciation Right
shall have been exercised, with the Committee having the right to determine
the form of payment. The number of shares, or the amount of cash, to be
paid shall be calculated on the basis of the Fair Market Value of the
shares on the date of exercise.

(iii) Stock Appreciation Right shall be transferable only when and to
the extent that the underlying Stock Option would be transferable under
Section 5(e) of the Plan.

(iv) Upon the exercise of a Stock Appreciation Right, the Stock Option
or part thereof to which such Stock Appreciation Right is related shall be
deemed to have been exercised for the purpose of the limitation set forth
in Section 3 of the Plan on the number of shares of Stock to be issued
under the Plan, but only to the extent of the number of shares issued under
the Stock Appreciation Right at the time of exercise based on the value of
the Stock Appreciation Right at such time.

(v) In its sole discretion, the Committee may grant "Limited" Stock
Appreciation Rights under this Section 6, i.e., Stock Appreciation Rights
that become exercisable only in the event of a Change in Control and/or a
Potential Change in Control, subject to such terms and conditions as the
Committee may specify at grant. Such Limited Stock Appreciation Rights
shall be settled solely in cash.

(vi) The Committee, in its sole discretion, may also provide that, in
the event of a Change in Control and/or a Potential Change in Control, the
amount to be paid upon the exercise of a Stock Appreciation Right or
Limited Stock Appreciation Right shall be based on the Change in Control
Price, subject to such terms and conditions as the Committee may specify at
grant.

SECTION 7. Restricted Stock.

(a) Administration. Shares of Restricted Stock may be issued either alone,
in addition to or in tandem with other awards granted under the Plan and/or cash
awards made outside the Plan. The Committee shall determine the eligible persons
to whom, and the time or times at which, grants of Restricted Stock will be
made, the number of shares to be awarded, the price (if any) to be paid by the
recipient of Restricted Stock (subject to Section 7(b)), the time or times
within which such awards may be subject to forfeiture, and all other terms and
conditions of the awards.

The Committee may condition the grant of Restricted Stock upon the
attainment of specified performance goals or such other factors as the Committee
may determine, in its sole discretion.

The provisions of restricted Stock awards need not be the same with respect
to each recipient.

(b) Awards and Certificates. The prospective recipient of a Restricted
Stock award shall not have any rights with respect to such award, unless and
until such recipient has executed an agreement evidencing the award and has
delivered a fully executed copy thereof to the Company, and has otherwise
complied with the applicable terms and conditions of such award.

A-7
<PAGE> 30

(i) The purchase price for shares of Restricted Stock shall be equal
to or less than their par value and may be zero.

(ii) Awards of Restricted Stock must be accepted within a period of 60
days (or such shorter period as the Committee may specify at grant) after
the award date, by executing a Restricted Stock Award Agreement and paying
whatever price (if any) is required under Section 7(b)(i).

(iii) Each participant receiving a Restricted Stock award shall be
issued a stock certificate in respect of such shares of Restricted Stock.
Such certificate shall be registered in the name of such participant, and
shall bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such award.

(iv) The Committee shall require that the stock certificates
evidencing such shares be held in custody by the Company until the
restrictions thereon shall have lapsed, and that, as a condition of any
Restricted Stock award, the participant shall have delivered a stock power,
endorsed in blank, relating to the Stock covered by such award.

(c) Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to this Section 7 shall be subject to the following restrictions and
conditions:

(i) Subject to the provisions of this Plan and the award agreement,
during a period set by the Committee commencing with the date of such award
(the "Restriction Period"), the participant shall not be permitted to sell,
transfer, pledge or assign shares of Restricted Stock awarded under the
Plan. Within these limits, the Committee, in its sole discretion, may
provide for the lapse of such restrictions in installments and may
accelerate or waive such restrictions in whole or in part, based on
service, performance and/or such other factors or criteria as the Committee
may determine, in its sole discretion.

(ii) Except as provided in this paragraph (ii) and Section 7(c)(i),
the participant shall have, with respect to the shares of Restricted Stock,
all of the rights of a stockholder of the Company, including the right to
vote the shares, and the right to receive any cash dividends. The
Committee, in its sole discretion, as determined at the time of award, may
permit or require the payment of cash dividends to be deferred and, if the
Committee so determines, reinvested, subject to Section 14(e), in
additional Restricted Stock to the extent shares are available under
Section 3, or otherwise reinvested. Pursuant to Section 3 above, Stock
dividends issued with respect to Restricted Stock shall be treated as
additional shares of Restricted Stock that are subject to the same
restrictions and other terms and conditions that apply to the shares with
respect to which such dividends are issued.

(iii) Subject to the applicable provisions of the award agreement and
this Section 7, upon termination of a participant's employment with the
Company and any Subsidiary or Affiliate for any reason during the
Restriction Period, all shares still subject to restriction will vest, or
be forfeited, in accordance with the terms and conditions established by
the Committee at or after grant.

(iv) If and when the Restriction Period expires without a prior
forfeiture of the Restricted Stock subject to such Restriction Period,
certificates for an appropriate number of unrestricted shares shall be
delivered to the participant promptly.

(d) Minimum Value Provisions. In order to better ensure that award
payments actually reflect the performance of the Company and service of the
participant, the Committee may provide, in its sole discretion, for a tandem
performance-based or other award designed to guarantee a minimum value, payable
in cash or Stock to the recipient of a restricted stock award, subject to such
performance, future service, deferral and other terms and conditions as may be
specified by the Committee.

SECTION 8. Deferred Stock.

(a) Administration. Deferred Stock may be awarded either alone, in
addition to or in tandem with other awards granted under the Plan and/or cash
awards made outside of the Plan. The Committee shall determine the eligible
persons to whom and the time or times at which Deferred Stock shall be awarded,
the number of shares of Deferred Stock to be awarded to any person, the duration
of the period (the "Deferral

A-8
<PAGE> 31

Period") during which, and the conditions under which, receipt of the Stock will
be deferred, and the other terms and conditions of the award in addition to
those set forth in Section 8(b).

The Committee may condition the grant of Deferred Stock upon the attainment
of specified performance goals or such other factors or criteria as the
Committee shall determine, in its sole discretion.

The provisions of Deferred Stock awards need not be the same with respect
to each recipient.

(b) Terms and Conditions. The shares of Deferred Stock awarded pursuant to
this Section 8 shall be subject to the following terms and conditions:

(i) Subject to the provisions of this Plan and the award agreement
referred to in Section 8(b)(vi) below, Deferred Stock awards may not be
sold, assigned, transferred, pledged or otherwise encumbered during the
Deferral Period. At the expiration of the Deferral Period (or the Elective
Deferral Period referred to in Section 8(b)(v), where applicable), share
certificates shall be delivered to the participant, or his legal
representative, in a number equal to the shares covered by the Deferred
Stock award.

(ii) Unless otherwise determined by the Committee at grant, amounts
equal to any dividends declared during the Deferral Period with respect to
the number of shares covered by a Deferred Stock award will be paid to the
participant currently, or deferred and deemed to be reinvested in
additional Deferred Stock, or otherwise reinvested, all as determined at or
after the time of the award by the Committee, in its sole discretion.

(iii) Subject to the provisions of the award agreement and this
Section 8, upon termination of a participant's employment with the Company
and any Subsidiary or Affiliate for any reason during the Deferral Period
for a given award, the Deferred Stock in question will vest, or be
forfeited, in accordance with the terms and conditions established by the
Committee at or after grant.

(iv) Based on service, performance and/or such other factors or
criteria as the Committee may determine, the Committee may, at or after
grant, accelerate the vesting of all or any part of any Deferred Stock
award and/or waive the deferral limitations for all or any part of such
award.

(v) A participant may elect to further defer receipt of an award (or
an installment of an award) for a specified period or until a specified
event (the "Elective Deferral Period"), subject in each case to the
Committee's approval and to such terms as are determined by the Committee,
all in its sole discretion. Subject to any exceptions adopted by the
Committee, such election must generally be made at least 12 months prior to
completion of the Deferral Period for such Deferred Stock award (or such
installment).

(vi) Each award shall be confirmed by, and subject to the terms of, a
Deferred Stock Agreement executed by the Company and the participant.

(c) Minimum Value Provisions. In order to better ensure that award
payments actually reflect the performance of the Company and the service of the
participant, the Committee may provide, in its sole discretion, for a tandem
performance-based or other award designed to guarantee a minimum value, payable
in cash or Stock to the recipient of a deferred stock award, subject to such
performance, future service, deferral and other terms and conditions as may be
specified by the Committee.

SECTION 9. Stock Purchase Rights.

(a) Awards and Administration. Subject to Section 3 above, the Committee
may grant eligible participants Stock Purchase Rights which shall enable such
participants to purchase Stock (including Deferred Stock and Restricted Stock):

(i) at its Fair Market Value on the date of grant;

(ii) at 50% of such Fair Market Value on such date;

(iii) at an amount equal to Book Value on such date; or

(iv) at an amount equal to the par value of such Stock on such date.

A-9
<PAGE> 32

The Committee shall also impose such deferral, forfeiture and/or other
terms and conditions as it shall determine, in its sole discretion, on such
Stock Purchase Rights or the exercise thereof.

The terms of Stock Purchase Rights awards need not be the same with respect
to each participant.

Each Stock Purchase Right award shall be confirmed by, and be subject to
the terms of, a Stock Purchase Rights Agreement.

(b) Exercisability. Stock Purchase Rights shall generally be exercisable
for such period after grant as is determined by the Committee not to exceed 30
days. However, the Committee may provide, in its sole discretion, that the Stock
Purchase Rights of persons potentially subject to Section 16(b) of the
Securities Exchange Act of 1934 shall not become exercisable until six months
and one day after the grant date, and shall then be exercisable for 10 trading
days at the purchase price specified by the Committee in accordance with Section
9(a).

SECTION 10. Other Stock-Based Awards.

(a) Administration. Other awards of Stock and other awards that are valued
in whole or in part by reference to, or are otherwise based on, Stock ("Other
Stock-Based Awards"), including, without limitation, performance shares,
convertible preferred stock, convertible debentures, exchangeable securities and
Stock awards or options valued by reference to Book Value or subsidiary
performance, may be granted either alone or in addition to or in tandem with
Stock Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock or
Stock Purchase Rights granted under the Plan and/or cash awards made outside of
the Plan.

Subject to the provisions of the Plan, the Committee shall have authority
to determine the persons to whom and the time or times at which such awards
shall be made, the number of shares of Stock to be awarded pursuant to such
awards, and all other conditions of the awards. The Committee may also provide
for the grant of Stock upon the completion of a specified performance period.

The provisions of other Stock-Based Awards need not be the same with
respect to each recipient.

(b) Terms and Conditions. Other Stock-Based Awards made pursuant to this
Section 10 shall be subject to the following terms and conditions:

(i) Subject to the provisions of this Plan and the award agreement
referred to in Section 10(b)(v) below, shares subject to awards made under
this Section 10 may not be sold, assigned, transferred, pledged or
otherwise encumbered prior to the date on which the shares are issued, or,
if later, the date on which any applicable restriction, performance or
deferral period lapses.

(ii) Subject to the provisions of this Plan and the award agreement
and unless otherwise determined by the Committee at grant, the recipient of
an award under this Section 10 shall be entitled to receive, currently or
on a deferred basis, interest or dividends or interest or dividend
equivalents with respect to the number of shares covered by the award, as
determined at the time of the award by the Committee, in its sole
discretion, and the Committee may provide that such amounts (if any) shall
be deemed to have been reinvested in additional Stock or otherwise
reinvested.

(iii) Any award under Section 10 and any Stock covered by any such
award shall vest or be forfeited to the extent so provided in the award
agreement, as determined by the Committee, in its sole discretion.

(iv) In the event of the participant's Retirement, Disability or
death, or in cases of special circumstances, the Committee may, in its sole
discretion, waive in whole or in part any or all of the remaining
limitations imposed hereunder (if any) with respect to any or all of an
award under this Section 10.

(v) Each award under this Section 10 shall be confirmed by, and
subject to the terms of, an agreement or other instrument by the Company
and by the participant.

(vi) Stock (including securities convertible into Stock) issued on a
bonus basis under this Section 10 may be issued for no cash consideration.
Stock (including securities convertible into Stock) purchased

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<PAGE> 33

pursuant to a purchase right awarded under this Section 10 shall be priced
at least 50% of the Fair Market Value of the Stock on the date of grant.

SECTION 11. Change in Control Provisions.

(a) Impact of Event. In the event of:

(1) a "Change in Control" as defined in Section 11(b) or

(2) a "Potential Change in Control" as defined in section 11(c), but only
if and to the extent so determined by the Committee or the Board at or after
grant (subject to any right of approval expressly reserved by the Committee or
the Board at the time of such determination), the following acceleration and
valuation provisions shall apply:

(i) Any Stock Appreciation Rights (including, without limitation, any
Limited Stock Appreciation Rights) outstanding for at least six months and
any Stock Option awarded under the Plan not previously exercisable and
vested shall become fully exercisable and vested.

(ii) The restrictions and deferral limitations applicable to any
Restricted Stock, Deferred Stock, Stock Purchase Rights and Other
Stock-Based Awards, in each case to the extent not already vested under the
Plan, shall lapse and such shares and awards shall be deemed fully vested.

(iii) The value of all outstanding Stock Options, Stock Appreciation
Rights, Restricted Stock, Deferred Stock, Stock Purchase Rights and Other
Stock-Based Awards, in each case to the extent vested, shall, unless
otherwise determined by the Committee in its sole discretion at or after
grant but prior to any Change in Control, be cashed out on the basis of the
"Change in Control Price" as defined in Section 11(d) as of the date such
Change in Control or such Potential Change in Control is determined to have
occurred or such other date as the Committee may determine prior to the
Change in Control.

(b) Definition of "Change in Control". For purposes of Section 11(a), a
"Change in Control" means the happening of any of the following:

(i) any person or entity, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, other than the Company or
a wholly-owned subsidiary thereof or any employee benefit plan of the
Company or any of its Subsidiaries, becomes the beneficial owner of the
Company's securities having 20% or more of the combined voting power of the
then outstanding securities of the Company that may be cast for the
election of directors of the Company (other than as a result of an issuance
of securities initiated by the Company in the ordinary course of business);
or

(ii) as the result of, or in connection with, any cash tender or
exchange offer, merger or other business combination, sale of assets or
contested election, or any combination of the foregoing transactions less
than a majority of the combined voting power of the then outstanding
securities of the Company or any successor corporation or entity entitled
to vote generally in the election of the directors of the Company or such
other corporation or entity after such transaction are held in the
aggregate by the holders of the Company's securities entitled to vote
generally in the election of directors of the Company immediately prior to
such transaction; or

(iii) during any period of two consecutive years, individuals who at
the beginning of any such period constitute the Board cease for any reason
to constitute at least a majority thereof, unless the election, or the
nomination for election by the Company's stockholders, of each director of
the Company first elected during such period was approved by a vote of at
least two-thirds of the directors of the Company then still in office who
were directors of the Company at the beginning of any such period.

(c) Definition of Potential Change in Control. For purposes of Section
11(a), a "Potential Change in Control" means the happening of any one of the
following:

(i) The approval by stockholders of an agreement by the Company, the
consummation of which would result in a Change in Control of the Company as
defined in Section 11(b); or

A-11
<PAGE> 34

(ii) The acquisition of beneficial ownership, directly or indirectly,
by any entity, person or group (other than the Company or a Subsidiary or
any Company employee benefit plan (including any trustee of such plan
acting as such trustee)) of securities of the Company representing 5% or
more of the combined voting power of the Company's outstanding securities
and the adoption by the Board of Directors of a resolution to the effect
that a Potential Change in Control of the Company has occurred for purposes
of this Plan.

(d) Change in Control Price. For purposes of this Section 11, "Change in
Control Price" means the highest price per share paid in any transaction
reported on the New York Stock Exchange or paid or offered in any bona fide
transaction related to a potential or actual Change in Control of the Company at
any time during the 60 day period immediately preceding the occurrence of the
Change in Control (or, where applicable, the occurrence of the Potential Change
in Control event), in each case as determined by the Committee except that, in
the case of Incentive Stock Options and Stock Appreciation Rights relating to
Incentive Stock Options, such price shall be based only on transactions reported
for the date on which the optionee exercises such Stock Appreciation Rights (or
Limited Stock Appreciation Rights) or, where applicable, the date on which a
cashout occurs under Section 11(a)(iii).

SECTION 12. Amendments and Termination.

The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the rights of an
optionee or participant under a Stock Option, Stock Appreciation Right (or
Limited Stock Appreciation Right), Restricted or Deferred Stock award, Stock
Purchase Right or Other Stock-Based Award theretofore granted, without the
optionee's or participant's consent, or which, without the approval of the
Company's stockholders, would:

(a) except as expressly provided in this Plan, increase the total
number of shares reserved for the purpose of the Plan;

(b) change the pricing terms of Sections 5(a) or 9(a);

(d) extend the maximum option period under Section 5(b) of the Plan.

The Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, but, subject to Section 3
above, no such amendment shall impair the rights of any holder without the
holder's consent. The Committee may also substitute new Stock Options for
previously granted Stock Options (on a one for one or other basis), including
previously granted Stock Options having higher option exercise prices.

Subject to the above provisions, the Board shall have broad authority to
amend the Plan to take into account changes in applicable securities and tax
laws and accounting rules, as well as other developments.

SECTION 13. Unfunded Status of Plan.

The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Company, nothing contained herein shall give any
such participant or optionee any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Stock or payments in lieu of or with respect to awards
hereunder; provided, however, that, unless the Committee otherwise determines
with the consent of the affected participant, the existence of such trusts or
other arrangements is consistent with the "unfunded" status of the Plan.

SECTION 14. General Provisions.

(a) The Committee may require each person purchasing shares pursuant to a
Stock Option or other award under the Plan to represent to and agree with the
Company in writing that the optionee or participant is

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<PAGE> 35

acquiring the shares without a view to distribution thereof. The certificates
for such shares may include any legend which the Committee deems appropriate to
reflect any restrictions on transfer.

All certificates for shares of Stock or other securities delivered under
the Plan shall be subject to such stock-transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed, and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

(b) Nothing contained in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.

(c) The adoption of the Plan shall not confer upon any employee of the
Company or any Subsidiary or Affiliate any right to continued employment with
the Company or a Subsidiary or Affiliate, as the case may be, nor shall it
interfere in any way with the right of the Company or a Subsidiary or Affiliate
to terminate the employment of any of its employees at any time.

(d) No later than the date as of which an amount first becomes includable
in the gross income of the participant for Federal income tax purposes with
respect to any award under the Plan, the participant shall pay to the Company,
or make arrangements satisfactory to the Committee regarding the payment of, any
Federal, state, or local taxes of any kind required by law to be withheld with
respect to such amount. Unless otherwise determined by the Committee,
withholding obligations may be settled with Stock, including Stock that is part
of the award that gives rise to the withholding requirement. The obligations of
the Company under the Plan shall be conditional on such payment or arrangements
and the Company and its Subsidiaries or Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the participant.

(e) The actual or deemed reinvestment of dividends or dividend equivalents
in additional Restricted Stock (or in Deferred Stock or other types of Plan
awards) at the time of any dividend payment shall only be permissible if
sufficient shares of Stock are available under Section 3 for such reinvestment
(taking into account then outstanding Stock Options, Stock Purchase Rights and
other Plan awards).

(f) The Plan and all awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Delaware.

SECTION 15. Effective Date of Plan.

The Plan shall be effective as of March 20, 1995, upon the approval of the
Plan by a majority of the votes cast by the holders of the Company's Common
Stock at the 1995 annual stockholders' meeting.

SECTION 16. Term of Plan.

No Stock Option, Stock Appreciation Right, Restricted Stock award, Deferred
Stock award, Stock Purchase Right or Other Stock-Based Award shall be granted
pursuant to the Plan on or after the tenth anniversary of the date of
stockholder approval, but awards granted prior to such tenth anniversary may
extend beyond that date.

SECTION 17. Restrictions on Transfer.

Awards of derivative securities (as defined in Rule 16a-1(c) under the
Securities Exchange Act of 1934 or any successor definition adopted by the
Securities and Exchange Commission) granted under the Plan shall not be
transferable other than by will or the laws of descent and distribution, or
(except as otherwise provided in Sections 5(e) and 6(b)(iii) of the Plan)
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act or the rules thereunder.

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<PAGE> 36
APPENDIX A

CORRECTIONS CORPORATION OF AMERICA
PROXY
ANNUAL MEETING OF STOCKHOLDERS
MAY 26, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

(PLEASE SIGN AND RETURN IN THE ENCLOSED ENVELOPE.)

The undersigned stockholder(s) of Corrections Corporation of America (the
"Company") hereby acknowledge(s) receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, dated April 14, 1995, and hereby appoint(s)
Doctor R. Crants and Darrell K. Massengale, and each of them, proxies of the
undersigned, each with full power of substitution and revocation, and
authorize(s) them, or either of them, to vote the number of shares which the
undersigned would be entitled to cast if personally present at the Annual
Meeting of Stockholders of the Company to be held on May 26, 1995, at 10:00
a.m., Central Standard Time, at Vanderbilt Plaza, 2100 West End Avenue,
Nashville, Tennessee, and any adjournment(s) thereof.

The Board of Directors recommends a vote "FOR" all of the following
proposals:

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS:
/ / FOR all nominees named / / WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary) nominees named
</TABLE>

Names of Nominees:
Thomas W. Beasley, Doctor R. Crants, T. Don Hutto
William F. Andrews, Richard H. Fulton, Samuel W. Bartholomew, Jr., Jean-Pierre
Cuny

(INSTRUCTION: To withhold authority to vote for one or more individual nominees,
write the name of such nominee(s) on the following lines.)

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

(Continued on reverse side)

2. Approval of amendment to the Company's Certificate of Incorporation to
increase the Company's authorized Common Stock.

/ /FOR / /AGAINST / /ABSTAIN

3. Approval of the Corrections Corporation of America 1995 Employee Stock
Incentive Plan.

/ /FOR / /AGAINST / /ABSTAIN

4. With discretionary authority on any other matter which properly comes before
the meeting.

/ /GRANT AUTHORITY / /WITHHOLD AUTHORITY

PLEASE FULLY COMPLETE, DATE, PROPERLY SIGN, AND RETURN THIS PROXY PROMPTLY.
This Proxy, when properly executed, will be voted in accordance with the
directions given by the undersigned stockholder(s). If no direction is made, it
will be voted in favor of each nominee and each of the proposals.
Date:
Typed or Printed Name(s)

----------------------------
Signature(s)

NOTE: Please date and sign
exactly as your name appears
on your stock certificate. If
more than one owner or joint
tenancy, each must sign
personally. When signing as
attorney, executor,
administrator, trustee,
guardian, etc., give full
title as such. The proxy shall
be deemed a grant of authority
to vote.