EXHIBIT 10.63

             SECOND AMENDMENT TO CORRECTIONS CORPORATION OF AMERICA
                            2000 STOCK INCENTIVE PLAN

        WHEREAS, Corrections Corporation of America, a Maryland corporation
formerly known as Prison Realty Trust, Inc. (the "Company"), administers the
Corrections Corporation of America 2000 Stock Incentive Plan (the "Plan");

        WHEREAS, Section 6(g) of the Plan currently provides that a Participant
(as defined in the Plan), or his/her estate, may exercise all Options (as
defined in the Plan) granted to such Participant (whether or not then
exercisable) within one year of the Participant's death, Disability or
Retirement (each as defined in the Plan);

        WHEREAS, the Company desires to amend the Plan to allow the exercise of
all Options granted in the future (whether or not then exercisable) for the full
stated term of the Options upon the Participant's death, Disability or
Retirement; and

        WHEREAS, on December 13, 2001, the Compensation Committee of the
Company's Board of Directors considered and approved the amendments to the Plan
set forth herein effective as of the date of such approval.

        NOW, THEREFORE, Section 6(g) of the Plan is hereby amended as follows:

        By deleting the section in its entirety and substituting therefor the
following:

        "(a) Acceleration of Benefits upon Death, Disability or Retirement of
Participant or a Change in Control with Respect to Options Granted Prior to
December 13, 2001. With respect to Options granted prior to December 13, 2001,
if (x) a Participant shall die while in the employ or service of the Company or
an Affiliate Corporation or within a period of three (3) months after the
termination of such employment or service, (y) a Participant's employment or
service with the Company shall terminate by reason of Disability or Retirement,
or (z) there occurs a Change in Control, then in any such case all Options
theretofore granted to such Participant (whether or not then exercisable) may,
unless earlier terminated or expired in accordance with their terms, be
exercised by the Participant or by the Participant's estate or by a person who
acquired the right to exercise such Option by bequest or inheritance or
otherwise by reason of the death or Disability of the Participant, at any time
within one year after the date of death, Disability or Retirement of the
Participant or the Change in Control. The Committee in its discretion may alter
the foregoing limitations at or after the date of grant of an Option.

        (b) Acceleration of Benefits upon Death, Disability or Retirement of
Participant or a Change in Control with Respect to Options Granted on or
Following December 13, 2001. With respect to Options granted on or following
December 13, 2001, if (x) a Participant shall die while in the employ or service
of the Company or an Affiliate Corporation or within a period of three (3)
months after the termination of such employment or service, (y) a Participant's
employment or service with the Company shall terminate by reason of Disability,
or (z) the Participant's






employment or service with the Company shall terminate by reason of Retirement,
then in any such case all Options theretofore granted to such Participant
(whether or not then exercisable) may, unless earlier terminated or expired in
accordance with their terms, be exercised by the Participant or by the
Participant's estate or by a person who acquired the right to exercise such
Option by bequest or inheritance or otherwise by reason of the death or
Disability of the Participant, for the stated term of the Option. If there
occurs a Change in Control, then in any such case all Options theretofore
granted to such Participant (whether or not then exercisable) may, unless
earlier terminated or expired in accordance with their terms, be exercised by
the Participant (or by the Participant's estate or by a person who acquired the
right to exercise such Option by bequest or inheritance or otherwise by reason
of the death or Disability of the Participant) at any time within one year after
the Change in Control. The Committee in its discretion may alter the foregoing
limitations at or after the date of grant of an Option."

        FURTHER, all references to Section 6(g) of the Plan and all other terms
and provisions of the Plan for which an amendment is necessary to further the
purpose of this Second Amendment to Corrections Corporation of America 2000
Stock Incentive Plan (the "Amendment") are hereby amended to conform with the
terms of this Amendment.


                                       CORRECTIONS CORPORATION OF AMERICA


                                       By: /s/ John D. Ferguson
                                           -------------------------------------
                                       Title: President
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