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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

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

FOR THE FISCAL YEAR ENDED DECEMBER 30, 2001

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

FOR THE TRANSITION PERIOD FROM ________ TO _________

COMMISSION FILE NUMBER 1-5450

THE WACKENHUT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

FLORIDA 59-0857245
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)

4200 WACKENHUT DR. #100,
PALM BEACH GARDENS, FL 33410-4243
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (561) 622-5656

Securities registered pursuant to Section 12(b) of the Act:

NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- --------------------------
Common Stock, Series A, $.10 par value New York Stock Exchange
Common Stock, Series B, $.10 par value New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

At April 24, 2002, the aggregate value of 1,922,111 shares of Series A
Common Stock and 9,215,149 shares of Series B Common Stock held by
non-affiliates of the Registrant was $363,486,227.

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EXPLANATORY NOTE

This amendment on Form 10-K/A to The Wackenhut Corporation's Annual Report on
Form 10-K for the fiscal year ended December 30, 2001 is being filed solely for
the purpose of disclosing that information required by Part III, Items 10 - 13.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

BOARD OF DIRECTORS

The Board of Directors of The Wackenhut Corporation ("Wackenhut" or the
"Corporation") is comprised of twelve (12) members who were elected by the
shareholders at their last annual meeting. A brief biographical statement for
each director follows:

NAME, AGE AND YEAR FIRST BECAME PRESENT AND PAST POSITIONS
DIRECTOR AND OTHER INFORMATION
- ----------------------------------------- ---------------------------------------------------------------------------

JULIUS W. BECTON, JR. General Becton's most recent position was Chief Executive
AGE 75 Officer/Superintendent of the Washington, D.C. Public School System. He is
1994 also a former President of Prairie View A&M University. He entered the Army
as a Private in 1944 and rose to the rank of Lieutenant General. While in
the Army, he commanded the lst Cavalry Division and the VII Corps, and was
the Deputy Commanding General of the U.S. Army Training and Doctrine
Command. He is a veteran of three wars, World War II, the Korean War and
Vietnam. After departing the service in 1983, he served as Director of the
Office of U.S. Foreign Disaster Assistance, and from 1985 to 1989 was the
Director, Federal Emergency Management Agency. He was later Chief Operating
Officer for American Coastal Industries, Inc. He is on the Board of
Directors of General Dynamics Corporation. He is a Member of the American
Battle Monuments Commission. He is trustee of the George C. Marshall
Foundation and the Florida A&M University Board as well as several civic
public service organizations. He received numerous U.S. Army service and
valor awards, including the Distinguished Service Medal; and the
Distinguished Service Award for his service as Director, Federal Emergency
Management Agency. He has a BS from Prairie View A&M University, an MA in
Economics from the University of Maryland, and has been awarded honorary
Doctor of Law degrees by four universities.(d)(e)(f)

ALAN B. BERNSTEIN Mr. Bernstein has been Chief Operating Officer since March, 2000 and has
AGE 54 been Executive Vice President of the Corporation since 1991, and is also
1998 President of the Corporation's Global Security Group. Mr. Bernstein has been
with the Corporation since 1976, except for a period in 1982 when he was a
partner in a family-owned security alarm business in New York State. He was
appointed President, Wackenhut Systems Corporation in 1983, and subsequently
was named Vice President, Corporate Business Development in 1984; Vice
President, Domestic Operations in 1985; and was Senior Vice President,
Domestic Operations from 1986-91. He also serves on the Boards of several
subsidiaries of the Corporation. He is a member of the American Society for
Industrial Security. He has a B.S.E.E. degree from the University of
Rochester, and an M.B.A. degree from Cornell University. (d)(f)

CARROLL A. CAMPBELL, JR. Governor Campbell served two terms as the Governor of South Carolina (1987 -
AGE 61 95), and four terms representing South Carolina's fourth district in the
1997 U.S. House of Representatives (1979-86). He also served in the South
Carolina House of Representatives (1970-74) and was elected to the South
Carolina Senate in 1976. While serving as Governor, he was also Chairman of
the National Governors Association (1993-94) and co-chair of the National
Governors Association Task Force on Education. He is recognized as a leader
in promoting initiatives for excellence in education at the state and
national levels, and has served as chairman of the National Education Goals
Panel and co-chair of the National Council on Education Standards and

Testing. Governor Campbell is currently the President and Chief Executive
Officer of the American Council of Life Insurance. His business career began
at age 19, when he co-founded a business which eventually developed a chain
of 13 restaurants. He remains active today in several small business
enterprises and serves on the Board of Directors for the Fluor Corporation,
AVX Corporation, Norfolk Southern Corporation, and the Boy Scouts of
America. He is EX OFFICIO board chairman for the Huntington Society, an arts
foundation. He has an M.A. degree from American University, is a member of
three national honor societies, and holds nine honorary doctorate degrees.
(b)(e)

BENJAMIN R. CIVILETTI Mr. Civiletti has been Chairman of the law firm Venable, Baetjer and Howard
AGE 66 since 1993 and was Managing Partner of the firm from 1987 to 1993. From 1979
1998 to 1980, Mr. Civiletti served as the Attorney General of the United States.
Mr. Civiletti is former Chairman of the Board of Greater Baltimore Medical
Center and the Founding Chairman of the Maryland Legal Services Corporation;
a Director of Bethlehem Steel Corporation, and a Director of MBNA
Corporation and MBNA International. Mr. Civiletti has served as a Director
of Wackenhut Corrections Corporation since April 1994. Mr. Civiletti is a
Fellow of the American Bar Foundation, the American Law Institute, and the
American College of Trial Lawyers. Mr. Civiletti was Chairman of the
Maryland Governor's Commission on Welfare Policy in 1993, and a member of
the Maryland Governor's Task Force on Alternatives to Incarceration in 1991.
(b)(c)

ANNE NEWMAN FOREMAN Mrs. Foreman served as Under Secretary of the United States Air Force from
AGE 54 September 1989 until January 1993. Prior to her tenure as Under Secretary,
1993 she was General Counsel of the Department of the Air Force and a member of
the Department's Intelligence Oversight Board. Mrs. Foreman served in the
White House as Associate Director of Presidential Personnel for National
Security (1985-1987) and practiced law with the Washington office of the
Houston-based law firm of Bracewell and Patterson, and with the British
solicitors Boodle Hatfield, Co., in London, England (1979-1985). Mrs.
Foreman is a former member of the career Foreign Service, having served in
Beirut, Lebanon; Tunis, Tunisia, and the U.S. Mission to the United Nations
in New York. She was a U.S. Delegate to the 3lst Session of the U.N. General
Assembly and to the 62nd Session of the U.N. Economic and Social Council.
Mrs. Foreman received a B.A. degree, Magna Cum Laude, from the University of
Southern California and a M.A. (History) from the same institution. She also
holds a J.D. from American University and was awarded an Honorary Doctorate
of Laws from Troy State University. Mrs. Foreman is a member of Phi Beta
Kappa, has been a member of numerous Presidential delegations, and was twice
awarded the Air Force Medal for Distinguished Civilian Service. Mrs. Foreman
is a member of the Board of Directors of Ultra Electronics Defense, Inc. of
Advanced Programming Concepts, Inc., and of Trust Securities, Inc. She also
serves as Chairman of The National Gypsum Company Settlement Trust and as
Director and Treasurer of the Asbestos Claims Management Corporation. (d)(e)

EDWARD L. HENNESSY, JR. Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of
AGE 74 AlliedSignal Inc. from 1979 to 1991. He was previously Executive Vice
1993 President and member of the Board of Directors and Executive Committee of
United Technologies Corporation, Senior Vice President for Administration
and Finance for Heublein, Inc. and Controller with IT&T Corporation. He is a
member of the Board of Directors of Avanir Pharmaceuticals Corp. He is a

Trustee of Stevens Institute of Technology, a Director of The Coast Guard
Academy Foundation, Inc., founding President of the Tri-County Scholarship
Fund and Vice-Chairman of the March of Dimes. He was a member of The
President's Private Sector Survey on Cost Control, The (New Jersey)
Governor's Management Improvement Plan, Inc., and the Tender Offer Advisory
Committee of the Securities & Exchange Commission. He also is a member of
The Conference Board, Inc. and the Economic Club of New York. He has
numerous honorary degrees and is a graduate of Fairleigh Dickinson
University in New Jersey, where he is a former Trustee and Chairman of the
University's Board. (a)(c)

PAUL X. KELLEY General Kelley is a Partner with J.F. Lehman, Inc., a New York private
AGE 73 investment firm. He served as Vice Chairman, Cassidy & Associates, Inc., a
1988 government relations firm from 1989 to 1998. Prior to that, he was
Commandant of the Marine Corps and Member of the Joint Chiefs of Staff from
1983 until his retirement in 1987. He currently serves on the Board of
Directors of London Life Reinsurance Company, a reinsurance company; Park
Place Entertainment Corporation, a gaming company; Saul Centers, Inc., a
real estate investment trust; Sturm, Ruger & Company, Inc., a firearms
company; and UST, Inc., a smokeless tobacco, cigar and wine company. He is
the recipient of numerous awards for valor and distinguished service during
thirty-seven years of active military service. General Kelley has a B.S. in
Economics from Villanova University and is a Distinguished Graduate of the
Air War College. He is the recipient of five honorary doctorate degrees from
major universities.(b)(c)(e)

NANCY CLARK REYNOLDS Ms. Reynolds is Senior Consultant of The Wexler Group, a governmental
AGE 74 relations and public affairs consulting firm in Washington, D.C. She is a
1986 member of the Board of the National Park Foundation and a past President of
the Business and Government Relations Council. Ms. Reynolds is also
currently Chairman of Crow Canyon Archaeological Center in Cortez, Colorado.
She was formerly a Director of the Chicago Mercantile Exchange, G.D. Searle
& Co., Sears, Roebuck & Co., Allstate Insurance Company and Viacom
International. From 1977-82, she was a Vice President of the Bendix
Corporation. She received her B.A. degree in English from Goucher College
and an Honorary Degree of Law from Gonzaga University. (b)(f)

JOHN F. RUFFLE Mr. Ruffle is a retired Vice Chairman and Director of J.P. Morgan & Co.,
AGE 64 Inc. and Morgan Guaranty Trust Company of New York. He joined J.P. Morgan
1998 in 1970 as Controller and was named CFO in 1980, and elected Vice Chairman
in 1985. Earlier, he was Assistant Treasurer and Director of Accounting for
International Paper Company. Mr. Ruffle also serves as a Director of
Bethlehem Steel Corporation, American Shared Hospital Services and Trident

Corporation, and Wackenhut Corrections Corporation. He is a Trustee of the
Johns Hopkins University and of JPM Series Trust II (mutual funds). He is a
past President of the Board of Trustees of the Financial Accounting
Foundation and a past Chairman of the Financial Executives Institute, and in
1991 received the Financial Executive Institute's National Award for
Distinguished Service. Mr. Ruffle is a graduate of the Johns Hopkins
University and earned an M.B.A. in Finance from Rutgers University. He is
also a CPA. (c)(d)

THOMAS P. STAFFORD General Stafford is a Consultant for the firm of General Technical Services,
AGE 71 Inc., which he joined in 1984. He is also Vice Chairman and co-founder of
1991 Stafford, Burke and Hecker, Inc., a Washington-based consulting firm. After
serving as an astronaut for a number of years, he retired in 1979 from the
Air Force as Deputy Chief of Staff for Research, Development and Acquisition
and served as Vice Chairman of Gibraltar Exploration Limited until 1984.
Gen. Stafford is also Chairman of the Board of Omega Watch Corporation of
America and is a Director of N.L. Industries, Inc.; Cycomm International,
Inc.; Timet, Inc.; and Tremont Corporation. General Stafford served as a
Director of the Corporation from 1991 to 1996. (b)(c)(e)

GEORGE R. WACKENHUT Mr. Wackenhut is Chairman of the Board and was Chief Executive Officer of
AGE 82 the Corporation until February 17, 2000. He was President of the Corporation
1958 from the time it was founded until April 26, 1986. He formerly was a Special
Agent of the Federal Bureau of Investigation. Mr. Wackenhut is Chairman of
the Board of Directors of Wackenhut Corrections Corporation, a member of the
Board of Trustees of Correctional Properties Trust, a former member of the
Board of Directors of SSJ Medical Development, Inc., Miami, Florida, and is
on the Dean's Advisory Board of the University of Miami School of Business.
He is on the National Council of Trustees, Freedoms Foundation at Valley
Forge, the President's Advisory Council for the Small Business
Administration, Region IV, and a member of the National Board of the
National Soccer Hall of Fame. He is a past participant in the Florida
Governor's War on Crime and a past member of the Law Enforcement Council,
National Council on Crime and Delinquency, and the Board of Visitors of the
U.S. Army Military Police School. He is also a member of the American
Society for Industrial Security. Mr. Wackenhut was a recipient in 1990 of
the Labor Order of Merit, First Class, from the government of Venezuela;
and, in 1999 was awarded the distinguished Ellis Island Medal of Honor by
the National Ethnic Coalition of Organizations. He has been designated a
"distinguished alumnus" by West Chester University, the University of
Hawaii, and Johns Hopkins University. He was inducted into the West Chester
University Hall of Fame; the Athlete's Hall of Fame in his home county,
Delaware County, PA; and the "Wall of Fame", consisting of prominent
graduates of Upper Darby (PA) High School. He received his B.S. degree from
the University of Hawaii and his M.Ed. degree from Johns Hopkins University.
Mr. Wackenhut is married to Ruth J. Wackenhut, the Secretary of the
Corporation. His son, Richard R. Wackenhut, is Vice Chairman of the Board,
President and Chief Executive Officer of the Corporation. (a)(f)

RICHARD R. WACKENHUT Mr. Wackenhut has been Vice Chairman of the Board since August 1999, and
AGE 54 President and Chief Executive Officer since February 17, 2000. He was
1986 President and Chief Operating Officer of the Corporation from April, 1986 to
February 2000. He was formerly Senior Vice President, Operations from
1983-1986. He was Manager of Physical Security from 1973-74. He also served
as Manager, Development at the Corporation's Headquarters from 1974-76; Area
Manager, Columbia, SC from 1976-77; District Manager, Columbia, SC from

1977-79; Director, Physical Security Division at Corporate Headquarters
1979-80; Vice President, Operations from 1981-82; and Senior Vice President,
Domestic Operations from 1982-83. Mr. Wackenhut is a member of the Board of
Directors of Wackenhut Corrections Corporation, a Director of Wackenhut UK,
Limited; Wackenhut Dominicana, S.A.; Wackenhut Resources, Inc.; the Board of
Trustees of Correctional Properties Trust; and a Director of several
domestic subsidiaries of the Corporation. He is former Vice Chairman of
Associated Industries of Florida. He is also a member of the American
Society for Industrial Security, a former member of The Citadel Advisory
Council, a member of the International Security Management Association, and
the International Association of Chiefs of Police. He received his B.A.
degree from The Citadel in 1969, and completed the Advanced Management
Program of the Harvard University School of Business Administration in 1987.
Mr. Wackenhut is the son of George R. Wackenhut, a Director, and Ruth J.
Wackenhut, Secretary of the Corporation.(a)(d)

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

(a) Member of Executive Committee
(b) Member of Nominating and Compensation Committee
(c) Member of Audit and Finance Committee
(d) Member of Corporate Planning Committee
(e) Member of Operations and Oversight Committee
(f) Member of Fair Employment Practices Committee

EXECUTIVE OFFICERS

Information regarding Executive Officers of Wackenhut is incorporated by
reference to Wackenhut's 10-K for the year ended December 30, 2001 included in
Part I under the separate caption "Executive Officers of the Registrant."

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

All SEC Forms 3, 4 and 5 filings appear to have been made when due. Those
Directors and Officers not required to file a Form 5 for fiscal 2001 have
furnished the Corporation with a statement that no filing is due.

ITEM 11. EXECUTIVE COMPENSATION.

The following table shows remuneration paid or accrued by the Corporation during
the fiscal year ended December 30, 2001, and each of the two preceding fiscal
years, to the Chief Executive Officer and to each of the four most highly
compensated executive officers of the Corporation other than the Chief Executive
Officer for services in all capacities while they were employees of the Company,
and the capacities in which the services were rendered.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------ ------------------------------------
AWARDS PAYOUTS
---------------------- ----------
RESTRICTED SECURITIES ALL OTHER
STOCK UNDERLYING LTIP COMPEN-
AWARDS OPTIONS/ PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR SALARY($)(1) BONUS ($) ($)(2) SARS(#) ($)(3) ($)(4)(5)
- --------------------------- ---- ------------ --------- ------ ------- ---------- ---------

George R. Wackenhut, 2001 1,584,000 1,090,500 269,500 75,000 -- 16,543
Chairman of the Board 2000 1,584,000 620,000 269,500 100,000 83,565 16,543
1999 1,316,000 620,000 231,000 30,000 152,830 16,543

Richard R. Wackenhut, 2001 1,050,000 743,500 69,993 75,000 -- 121,174
Vice Chairman of the Board 2000 1,050,000 411,000 69,993 100,000 32,222 87,706
and Chief Executive Officer 1999 872,000 411,000 58,328 25,000 58,820 95,000

Alan B. Bernstein, 2001 658,800 479,100 39,596 100,000 -- 250,757
Executive Vice President 2000 600,000 258,500 35,996 75,000 17,611 202,945
and President, Global 1999 500,000 235,000 29,997 20,000 31,260 82,000
Security

Philip L. Maslowe 2001 417,000 310,800 22,291 100,000 -- 266,002
Executive Vice President - 2000 380,000 147,700 20,265 50,000 11,054 229,706
Finance and Chief 1999 325,000 145,000 17,598 15,000 6,330 48,000
Financial Officer

Robert C. Kneip 2001 376,500 230,900 20,265 50,000 -- 189,803
Senior Vice President and 2000 342,300 153,700 18,665 50,000 9,202 155,712
President and Chief 1999 299,000 137,100 15,998 15,000 15,560 53,000
Executive Officer Wackenhut
Resources, Inc.

- --------------------------------------------------------------------------------
(1) George R. Wackenhut also received salary and bonus from Wackenhut
Corrections Corporation in the amounts of $618,000 for 2001, $473,500 for
2000 and $502,000 for 1999 that are not included in the above table.

(2) The aggregate number and value of restricted stock holdings (including
restricted stock units and performance shares) based upon the Series B
Common Stock fair market value at December 28, 2001 is as follows:

RESTRICTED
STOCK PERFORMANCE TOTAL FAIR
UNITS SHARES UNITS/SHARES MARKET VALUE
----------- ------ ------------ ------------

G. R. Wackenhut 69,231 69,231 138,462 $2,582,316

R. R. Wackenhut 28,938 35,774 64,712 1,206,879

A. B. Bernstein 15,327 19,149 34,476 642,977

P. L. Maslowe 6,528 10,862 17,390 324,324

R. C. Kneip 8,061 9,925 17,986 155,129

Restricted stock units do not vest until seven years of continuous
employment from the date of grant. No dividends will be paid on the
restricted stock awards listed above.

(3) The issuance of Performance Shares was delayed pending additional action by
the Nominating and Compensation Committee.

(4) This column represents (for the Chairman of the Board) the cost of a
split-dollar life insurance policy covering G.R. Wackenhut and R.J.
Wackenhut.

(5) This column represents the cost of providing for future liabilities under
the Senior Officer Retirement Plan except for the Chairman of the Board who
is not covered by the Plan.

OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR

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

George R. Wackenhut (1) 50,000 8.3% 9.800 Feb. 9, 2011 308,265 781,265
25,000 4.2% 13.850 July 9, 2011 217,755 551,833

Richard R. Wackenhut (1) 50,000 8.3% 9.800 Feb. 9, 2011 308,265 781,265
25,000 4.2% 13.850 July 9, 2011 217,755 551,833

Alan B. Bernstein (1) 50,000 8.3% 9.800 Feb. 9, 2011 308,265 781,265
50,000 8.3% 13.850 July 9, 2011 435,510 1,103,667

Philip L. Maslowe (1) 50,000 8.3% 9.800 Feb. 9, 2011 308,265 781,265
50,000 8.3% 13.850 July 9, 2011 435,510 1,103,667

Robert C. Kneip (1) 30,000 5.0% 9.800 Feb. 9, 2011 184,959 468,759
20,000 3.3% 13.850 July 9, 2011 174,204 441,467

(1) Options granted under the Key Employee Long-Term Incentive Stock Plan of
the Corporation.

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

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

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

George R. Wackenhut (A) NONE NA 334,375 E 2,299,219 E
(B) NONE NA 32,864 E 416,058 E
(C) NONE NA 74,666 E 754,873 E

Richard R. Wackenhut (A) NONE NA 289,500 E 1,899,278 E
(C) NONE NA 74,666 E 754,873 E

Alan B. Bernstein (A) NONE NA 267,788 E 1,866,225 E
(C) NONE NA 30,000 E 303,300 E

Philip L. Maslowe (A) NONE NA 205,000 E 1,158,813 E

Robert C. Kneip (A) NONE NA 178,250 E 1,211,775 E
(C) NONE NA 23,666 E 239,263 E

(A) The Key Employee Long-Term Incentive Stock Plan of the Corporation

(B) Wackenhut Corrections Corporation 1994 Stock Option Plan

LONG-TERM INCENTIVE PLAN - AWARDS IN THE LAST FISCAL YEAR

The following table sets forth certain information concerning awards made under
the Company's Key Employee Long-Term Incentive Stock Plan to the named
executives during fiscal 2001. The Plan is a series of successive overlapping
three-year periods commencing the first day of each fiscal year. Awards are
earned only if certain predetermined criteria are met. Adjustments may be made
in awards to consider aspects of performance that may not be reflected in the
Company's financial reports.

NUMBER OF PERFORMANCE ESTIMATED FUTURE PAYOUTS
SHARES, OR OTHER UNDER NON-STOCK PRICE-BASED PLAN (1)
UNITS, OR PERIOD UNTIL ------------------------------------------------
OTHER MATURATION THRESHOLD TARGET MAXIMUM
RIGHTS OR PAYOUT PAYOUT PAYOUT
NAME (#) (1) PAYOUT (2) ($) ($) ($)
- ---- ------- ---------- ---------- ---------- ----------

George R. Wackenhut 28,117 2001-2003 134,750 269,500 404,250

Richard R. Wackenhut 14,607 2001-2003 70,004 140,007 210,011

Alan B. Bernstein 8,263 2001-2003 36,002 72,004 108,006

Philip L. Maslowe 4,652 2001-2003 22,295 44,589 66,884

Robert C. Kneip 4,229 2001-2003 20,268 40,535 60,803

(1) Performance shares and restricted stock units are awarded under the Plan,
however, only performance shares are reflected above since restricted stock
units are not contingent upon performance and are reported separately in
the Summary Compensation Table Long Term Compensation Restricted Stock
Awards column.

(2) Earnings per share performance goals are set by the Nominating and
Compensation Committee for all of the three-year performance cycles.

DIRECTORS' COMPENSATION

Directors of the Corporation who are not officers were paid during the fiscal
year 2001 an annual retainer fee at the rate of $30,000 per year plus $1,500 or
75 shares of Series B Common Stock for each Board meeting attended; $1,000 or 50
shares for each committee meeting attended as committee members; and $1,500 or
75 shares for each committee meeting attended as committee chairperson, except
that the fees for attendance at meetings of the Operations and Oversight
Committee are $2,000 for attendance as a committee member and $3,000 for
attendance as committee chairperson. Each Non-Employee Director also received
from the Corporation during the fiscal year 2001 upon each election or
re-election to the Board of Directors, an option to purchase 5,000 shares of
Series B Common Stock of the Corporation. Each Non-Employee Director is also
eligible for stock option grants in subsidiaries when such grants are made to
Company management. No Directors were compensated in their capacities as such
for services rendered to the Corporation during fiscal 2001 other than
compensation described above.

EMPLOYMENT AGREEMENTS

GEORGE R. WACKENHUT. Wackenhut entered into a three-year employment agreement
with George R. Wackenhut, effective as of March 17, 2000. The employment
agreement provides that George R. Wackenhut will receive an initial annual base
salary of $1,584,000, subject to possible increases (but not decreases) from
time to time in the sole discretion of Wackenhut's board of directors or the
board's compensation committee. In addition, George R. Wackenhut will be

eligible for an annual bonus of a minimum of 35% of his base salary, based on
the achievement of certain targets and incentives. The employment agreement also
provides for certain benefits to George R. Wackenhut, including life and health
insurance, an automobile allowance, and other benefits generally available to
executive officers.

Either Wackenhut or George R. Wackenhut may terminate the employment agreement
for any reason, including a change in control. Upon such termination of
employment, George R. Wackenhut will be entitled to receive the following: (1)
the unpaid portion of his salary payable through the date of termination of
employment; (2) all vested accrued benefits as of the date of termination of
employment that he is entitled to under Wackenhut's benefit plans; (3) all of
Wackenhut's interest in any automobile used by George R. Wackenhut and the
payment of the balance of any outstanding loan or lease on such automobile; and
(4) the retirement benefit described below.

In the event of termination of George R. Wackenhut's employment for any reason,
he and his spouse will be entitled to receive the following retirement benefit:
on an annual basis, for the remainder of George R. Wackenhut's life, and upon
his death, for the remainder of his spouse's life, any benefits or perquisites
requested by him (or in the event of his death, his spouse), not to exceed a
value of $250,000 per year. The employment agreement provides that if any
payment to George R. Wackenhut thereunder would be subject to federal excise
taxes imposed on certain severance payments, Wackenhut will make an additional
payment to him to cover any such taxes payable by him and the taxes on such
gross-up payment. A change in control upon consummation of the proposed merger
with Group 4 Falck A/S will not have any effect on George R. Wackenhut's
employment agreement or trigger any provisions requiring delivery of any
payments or other consideration to Mr. Wackenhut.

RICHARD R. WACKENHUT. Wackenhut entered into a ten-year employment agreement
with Richard R. Wackenhut to act as Wackenhut's Chief Executive Officer,
effective as of March 17, 2000. The employment agreement was automatically
renewed on March 17, 2001 and March 17, 2002, as it provides that the term is
automatically extended for an additional one-year period on each anniversary
date of the agreement. The employment agreement was amended on February 19,
2002. The employment agreement, as amended, provides that Richard R. Wackenhut
will receive an initial annual base salary of $1,050,000, subject to possible
increases (but not decreases) from time to time in the sole discretion of
Wackenhut's board of directors or the board's compensation committee. His
current salary level is $1,150,000. In addition, Richard R. Wackenhut will be
eligible for a minimum annual bonus of 35% of his base salary, based on the
achievement of certain targets and incentives. His bonus level for the 2001
fiscal year was 50% of his base salary. Wackenhut's board of directors approved
the payment of an additional bonus in the amount of $218,552 to Richard R.
Wackenhut for the 2001 fiscal year, due to the fact that Wackenhut exceeded its
budget for operating results during that period. The employment agreement also
provides for certain benefits to Richard R. Wackenhut, including life and health
insurance, an automobile allowance and other benefits generally available to
executive officers.

If Wackenhut terminates Richard R. Wackenhut's employment for any reason at any
time other than death, or if he elects to terminate his employment for "good
reason," as defined in his employment agreement, he will be entitled to the
following: (1) a special termination lump sum payment equal to the number of
years remaining under the employment agreement multiplied by the sum of his
annual salary at the time of the termination, or if greater, his annual salary
in effect for the calendar year prior to the date of termination and the greater
of the annual bonus he received during the preceding calendar year or the
largest bonus he would have received if his termination had not occurred
(assuming all targets were met, regardless of actual results); (2) the
continuation of his employee benefits for the remainder of the term of the
employment agreement; (3) immediate vesting of awards granted pursuant to
Wackenhut's Key Employee Long-Term Incentive Stock Plan and other stock options
or other interests he has in Wackenhut's securities, without regard to
restrictions on restricted stock and performance targets with respect to
performance units or shares; (4) all of Wackenhut's interest in any automobile
used by Richard R. Wackenhut and the payment of the balance of any outstanding
loan or lease on such automobile; (5) the present value of all cash payments
pursuant to the amended Retirement Agreement (as described under "Senior Officer
Retirement Plan" below), as if he had remained employed until the retirement
date defined therein, in full satisfaction of Wackenhut's obligations under the
Retirement Agreement (the present value referred to above will be calculated
using a discount rate equal to the lower of the rate provided for in Section
280G(d)(4) of the Internal Revenue Code of 1986, as amended, referred to herein
as the Code, or six and one-half percent (6.5%), and without regard to any
mortality factors or related probabilities); (6) the dollar value of the sum of
vacation time, had he remained employed, and accrued vacation time; and (7) a
payment of $670,000. In addition, Richard Wackenhut will be entitled to a pro
rata bonus for the year of termination under Wackenhut's bonus plan. If Richard
R. Wackenhut breaches a covenant not to compete provided for in the amendment to
his employment agreement, Wackenhut will be entitled to recover the payment of
$670,000 referred to above and other damages incurred.

If Wackenhut were to terminate Richard R. Wackenhut's employment upon
consummation of the merger, the amount of the payments to him referred to above,
exclusive of the amounts relating to payoff of his deferred compensation, would
be $19,529,511, plus an excise tax gross-up payment of $9,079,791. For the
purposes of these calculations, we have assumed that the merger will be
consummated on June 1, 2002. The amounts payable to Richard R. Wackenhut
attributable to the payoff of his deferred compensation are set forth under the
description of the Senior Officer Retirement Plan below.

If Richard R. Wackenhut's employment is terminated due to his death, his estate
will be entitled to the following: (1) his earned and unpaid base salary; and
(2) the special termination payment described above. If, more than 18 months
after a change in control (as discussed below), Richard Wackenhut terminates his
employment, he would be entitled to receive the benefits described in the
previous paragraph regarding termination for good reason. A change in control
for purposes of Richard R. Wackenhut's employment agreement generally includes
the occurrence of any of the following: (1) any person, other than exempt
persons (including Wackenhut's present controlling shareholder group, which is
discussed below), becomes a beneficial owner of 30% or more of the combined
voting power of Wackenhut's outstanding securities; (2) the approval by
shareholders of a merger or consolidation, except a merger or consolidation
where existing shareholders would own more than 80% of the combined voting power
of Wackenhut's voting securities or of the voting securities of the surviving
company; (3) the approval by Wackenhut's shareholders of a liquidation or the
sale or disposition of all or substantially all of Wackenhut's assets; or (4)
Wackenhut's present controlling shareholder group owns 30% or less of the
Wackenhut's combined voting stock. A change in control will not be deemed to
occur if Richard R. Wackenhut is part of the purchasing group that consummates a
transaction causing a change in control. For the purposes of this paragraph,
Wackenhut's present controlling shareholder group includes George R. Wackenhut,
his spouse and lineal descendants, trusts formed for the benefit of such
persons, and affiliates of such persons. The employment agreement provides that
if any payment to Richard R. Wackenhut thereunder would be subject to federal
excise taxes imposed on certain severance payments, Wackenhut will make an
additional payment to him to cover any such taxes payable by him and the taxes
on such gross-up payment.

We have entered into an agreement with Richard R. Wackenhut that provides that
we will negotiate with each other in good faith to enter into a new employment
agreement prior to the effective time of the merger, and that the new employment
agreement will differ from his existing employment agreement in that it will
provide (i) for a term that will expire on March 17, 2012; (ii) that Mr.
Wackenhut will not compete with us or solicit our clients for a period of five
years after the termination of his employment; (iii) that Mr. Wackenhut's title
and duties will be as mutually agreed upon; (iv) that a reduction in the title
and/or duties of Mr. Wackenhut will not constitute good reason for Mr.
Wackenhut's resignation; and (v) that Mr. Wackenhut may engage in other
activities that are not competitive with our business. If Wackenhut is unable
to enter into a new agreement, Mr. Wackenhut's current agreement will remain in
effect.

SEVERANCE AGREEMENTS

Wackenhut entered into severance agreements with Alan B. Bernstein, Philip L.
Maslowe and certain other executive officers, effective as of March 17, 2000.
These severance agreements were amended and restated on November 21, 2001. Under
such amendments, the executives are entitled to a cash payment sufficient to
fund an annuity in satisfaction of Wackenhut's obligations to the executive
officers under the senior officer retirement/ deferred compensation agreements
which are described below. The severance agreements provide that if a covered
officer's employment ceases for any reason, including the voluntary resignation
of the officer, during the 12 month period following a change in control (as
defined above in the discussion of the employment agreement of Richard R.
Wackenhut), he or she will be entitled to the following: (1) a lump sum payment
equal to three times the sum of his or her annual salary at the time of the
termination, or if greater, his or her annual salary in effect for the calendar
year prior to the date of termination and the greater of the annual bonus he or
she received during the preceding calendar year or the largest bonus he or she
would have received if his or her termination had not occurred (assuming all
targets were met, regardless of actual results); (2) the continuation of his or
her employee benefits for three years, or at the election of the officer, an
amount equal to the present value of the cost of providing such benefits; (3)
immediate vesting of awards granted pursuant to Wackenhut's Key Employee
Long-Term Incentive Stock Plan and other stock options or other interests in
Wackenhut's securities, without regard to restrictions on restricted stock and
performance targets with respect to performance units or shares; (4) all of
Wackenhut's interest in any automobile used by the officer and the payment of
the balance of any outstanding loan or lease on such automobile; (5) the dollar
value of the sum of vacation time, had he or she remained employed, and accrued
vacation time; and (6) an amount equal to the deferred compensation payoff
amount in full satisfaction of Wackenhut's obligations under the senior officer
retirement/deferred compensation agreements described below. The deferred
compensation payoff amount is equal to the sum of (1) an amount which will be
sufficient to allow the officer to purchase an annuity policy issued by a life
insurance company which has the highest ratings from independent rating agencies
(such as Standard & Poor's or A.M. Best), which will provide after-tax benefits
in amounts which are at least equal to the after-tax benefits the officer would
have otherwise received, plus (2) a gross-up payment for all applicable taxes
relating to the deferred compensation payoff amount, excluding federal excise
taxes which are discussed below, and the taxes on such gross-up payment. The
severance agreements include a non-competition agreement for a period of 12
months after the termination of the officer's employment. The severance
agreements provide that if any payment to the officer thereunder would be
subject to federal excise taxes imposed on certain severance payments, Wackenhut
will make an additional payment to him or her to cover any such taxes payable by
him or her and the taxes on such gross-up payment.

If the employment of Alan B. Bernstein were terminated upon consummation of the
merger, the amount of the payments to him referred to above, exclusive of the
amounts relating to the payoff of his deferred compensation, would total
$3,737,315, plus an excise tax gross-up payment of $1,470,314. The amounts
payable to Alan B. Bernstein attributable to the payoff of his deferred
compensation are set forth under the description of the Senior Officer
Retirement Plan below.

If the employment of Philip L. Maslowe were terminated upon consummation of the
merger, the amount of the payments to him, exclusive of the amounts relating to
payoff of his deferred compensation, would total $2,422,415, plus an excise tax
gross-up payment of $979,651. The amounts payable to Philip L. Maslowe
attributable to the payoff of his deferred compensation are set forth under the
description of the Senior Officer Retirement Plan below.

If the employment of our other executive officers were terminated upon the
consummation of the merger, the amount of the payments to them, exclusive of the
amounts relating to payoff of their deferred compensation, would total
$3,705,349 in the aggregate, plus excise gross-up payments of $1,499,304 in the
aggregate.

The exact amount of the foregoing payments depends on the date of the merger and
the interest rates in effect at such time. The amounts set forth above assume an
effective time of the merger in June 2002 and assume that the interest rates in
effect as of March 2002 will still be in effect as of June 2002. The actual
amounts may vary depending on the actual closing date and interest rates then in
effect.

At the board meeting held on March 7, 2002, our board of directors authorized
and approved the payment of a special bonus to Philip L. Maslowe in the amount
of $500,000 in connection with his efforts related to the merger. This bonus is
only to be paid upon consummation of the merger.

SENIOR OFFICER RETIREMENT PLAN

The retirement benefits for Wackenhut's senior officers are contained in senior
officer retirement/deferred compensation agreements between Wackenhut and each
of Richard R. Wackenhut, Alan B. Bernstein, Philip L. Maslowe, and certain other
senior officers, referred to as the retirement agreements. The retirement
agreements were amended on March 17, 2000 and November 27, 2001. All benefits to
be provided under these retirement agreements are currently fully-vested. The
retirement agreements provide that Wackenhut will pay certain sums to the senior
officers or their beneficiaries for twenty five years (twenty years in the case
of Richard R. Wackenhut) beginning on the date of their death or retirement,
whichever occurs first, after age 60, or to their beneficiaries for twelve and
one half years (ten years in the case of Richard R. Wackenhut) if they die
before age 60. Upon a change in control (as defined above under the discussion
of the employment agreement of Richard R. Wackenhut): (1) the age of 55 years,
rather than 60, will be considered the retirement date; and (2) Wackenhut's
senior officers will be entitled to receive the deferred compensation payoff
amount, as described above under the Severance Agreements (or in the case of
Richard R. Wackenhut, the employment agreement). With respect to Wackenhut's
most highly-compensated executive officers, George R. Wackenhut is not a party
to a retirement agreement, while Philip L. Maslowe, Richard R. Wackenhut and
Alan B. Bernstein are parties to retirement agreements.

Richard R. Wackenhut's employment agreement provides that if he is terminated
upon consummation of the merger, he will immediately receive a payoff in
satisfaction of the payments under his retirement/deferred compensation
agreement, without regard to the 55 -year age requirement discussed above. The
amount of this payoff is $1,992,756 plus an excise tax gross-up payment of
$299,236.

Alan B. Bernstein's severance agreement provides that if he is terminated upon
consummation of the merger, he will immediately receive a payoff in
satisfaction of the payments under his retirement/deferred compensation
agreement, without regard to the 55 -year age requirement discussed above. The
amount of this payoff is $4,209,176 plus an excise tax gross-up payment of
$963,588.

Philip L. Maslowe's severance agreement provides that if he is terminated upon
consummation of the merger, he will immediately receive a payoff in satisfaction
of the payments under his retirement/deferred compensation agreement, without
regard to the 55 -year age requirement discussed above. The amount of this
payoff is $3,419,478 plus an excise tax gross-up payment of $817,553.

The severance agreements of our two other executive officers provide that if
they are terminated upon consummation of the merger, they will immediately
receive a payoff in satisfaction of the payments under their retirement/deferred
compensation agreements, without regard to the 55-year age requirement discussed
above. The amount of these payoffs is $6,818,956 in the aggregate plus excise
tax gross-up payments of $1,878,901 in the aggregate.

The exact amount of the foregoing payments depends on the date of the merger and
the interest rates in effect at such time. The amounts set forth above assume
an effective time of the merger in June 2002, and assume that the interest
rates in effect as of March 2002 will still be in effect as of June 2002. The
actual amounts may vary depending on the actual closing date and interest rates
then in effect.

ADDITIONAL INFORMATION WITH RESPECT TO COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS

The Nominating and Compensation Committee of the Board of Directors for fiscal
2001 consisted of Paul X. Kelley, as Chairman, Benjamin R. Civiletti, as Vice
Chairman, Nancy Reynolds, Carroll A. Campbell and Thomas P. Stafford. The
Corporation anticipates that it may, from time to time, use the services of the
law firm of Venable, Baetjer and Howard, of which Mr. Civiletti is a partner.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table shows the number of shares of Series A common stock and
Series B common stock that were beneficially owned as of April 24, 2002, by each
of Wackenhut's directors, by each of Wackenhut's named executive officers, by
all of Wackenhut's directors and executive officers as a group, and by each
person or group who was known by us to beneficially own more than 5% of the
outstanding Series A common stock and Series B common stock. Except pursuant to
applicable community property laws and except as otherwise indicated, each
shareholder identified in the table possesses sole voting and investment power
with respect to its, his or her shares.

COMMON STOCK
----------------------------------------------------------------
SERIES A SERIES B
-------------------------------- -------------------------------
SHARE AMOUNT & SHARE AMOUNT &
NATURE OF NATURE OF
BENEFICIAL PERCENT OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER(1) OWNERSHIP(2) CLASS (3) OWNERSHIP(4) CLASS (3)
- -------------------------------------------------- ------------------ ------------- ----------------- -------------

DIRECTORS
Julius W. Becton 0 -- 25,656 *
Alan B. Bernstein 500 * 281,444 2.41%
Carroll A. Campbell 0 -- 21,000 *
Benjamin R. Civiletti 0 -- 19,000 *
Ann Newman Foreman 200 * 25,550 *
Edward L. Hennessey, Jr. 200 * 25,862 *
Paul X. Kelley 1,000 (5) * 27,937 (5) *
Nancy Clark Reynolds 1,400 * 26,912 *
John F. Ruffle 500 * 20,000 *
Thomas P. Stafford 0 -- 21,500 *
George R. Wackenhut 1,929,606 (6) 50.05% 2,481,506 (7) 21.09%
Richard R. Wackenhut 65 (8) * 300,405 (8) 2.56%

NAMED EXECUTIVE OFFICER
Philip L. Maslowe 0 -- 206,761 1.78%

ALL DIRECTORS & EXECUTIVE OFFICERS AS A GROUP 1,933,471 50.15% 3,815,783 29.19%

OTHER
Dimensional Fund Advisors, Inc.(9) 262,300 6.80% -- --
FMR Corporation(10) 239,850 6.22% -- --
Heartland Advisors, Inc.(11) -- -- 880,000 7.70%
Eagle Asset Management, Inc.(12) -- -- 587,575 5.14%

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

* Beneficially owns less than 1%

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

(2) Information concerning beneficial ownership was furnished by the persons
named in the table or derived from documents filed with the SEC. Except
as otherwise indicated below, each person named in the table has sole
voting and investment power with respect to the shares beneficially
owned. Each person reported as the beneficial owner of stock owned of
record by, or in joint tenancy with another person, has only shared
voting and investment power over the stock.

(3) Assumes 3,855,582 shares of Series A common stock and 11,433,132 shares
of Series B common stock issued and outstanding as of April 24, 2002.

(4) Includes 2,178,870 shares of Series B common Stock owned directly by the
directors and executive officers and 1,636,913 shares of Series B common
stock underlying stock options and represented by performance-based
shares and shares of restricted stock held by the directors and executive
officers that are immediately exercisable or exercisable within 60 days.
Of the shares of Series B common stock underlying stock options and
represented by performance-based shares and shares of restricted stock,
25,500 are held by Julius W. Becton, 267,788 are held by Alan B.
Bernstein, 21,000 are held by Carroll A. Campbell, 19,000 are held by
Benjamin R. Civiletti, 25,500 are held by Ann Newman Foreman, 25,500 are
held by Edward L. Hennessey, Jr., 25,500 are held by Paul X. Kelley,
25,500 are held by Nancy Clark Reynolds, 19,000 are held by John F.
Ruffle, 21,500 are held by Thomas P. Stafford, 334,375 are held by George
R. Wackenhut, 289,500 are held by Richard R. Wackenhut 205,000 are held
by Philip L. Maslowe, and 332,250 are held by other executive officers.

(5) All of these shares are held by Mr. Kelly jointly with his wife.

(6) George R. Wackenhut and Ruth J. Wackenhut, his wife and the Secretary of
Wackenhut, individually and through trusts over which they have sole
dispositive and voting power, control 50.05% of the issued and
outstanding Series A common stock.

(7) Includes (i) 65 shares of Series A common stock and 137 shares of Series
B common stock held in trust for the daughter of Richard R. Wackenhut,
Jennifer A. Wackenhut, under the Florida Gifts to Minors Act, and (ii)
10,768 shares of Series B common stock held directly by Richard R.
Wackenhut.

(8) Includes 2,147,131 shares held in trusts for the benefit of George R.
Wackenhut and certain family members including Richard R. Wackenhut.

(9) The principal business address of Dimensional Fund Advisors, Inc. is 1299
Ocean Avenue, 1st Floor, Santa Monica, CA 90401.

(10) Persons filing: FMR Corporation, Edward C. Johnson, III and Abigail P.
Johnson, all with principal business addresses of 85 Devonshire Street,
Boston, MA 02109.

(11) Persons filing: Heartland Advisors, Inc. and William J. Nasgovitz, both
with principal business addresses of 789 North Water Street, Milwaukee,
WI 53202.

(12) The principal business address of Eagle Asset Management, Inc. is 880
Carillon Pkwy, St. Petersburg, FL 33716.

CHANGES IN CONTROL

On March 8, 2002, Wackenhut entered into an Agreement and Plan of Merger (the
"Merger Agreement"), with Group 4 Falck A/S, a corporation organized under the
laws of Denmark ("Group 4 Falck"), and Milestone Acquisition Corporation, a
Florida corporation and a wholly-owned subsidiary of Group 4 Falck ("Merger
Sub"). Pursuant to the Merger Agreement, Group 4 Falck will acquire all of the
issued and outstanding capital stock of Wackenhut through the merger (the
"Merger") of Merger Sub with and into Wackenhut. The Merger, which is expected
to close by mid-year of 2002, is subject to the approval of Wackenhut's
shareholders, as well as certain other closing conditions.

Pursuant to the Merger Agreement, George R. Wackenhut and certain members of his
family and affiliated entities have entered into an agreement (the "Voting
Agreement") whereby they agree to vote in favor of the approval and adoption of
the Merger Agreement and the approval of the Merger. As part of the Voting
Agreement, these parties have delivered an irrevocable proxy to Group 4 Falck to
vote their shares in favor of the approval and adoption of the Merger Agreement
and the approval of the Merger.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

SERVICES AGREEMENT WITH WACKENHUT CORRECTIONS CORPORATION

The Corporation and its consolidated subsidiary, Wackenhut Corrections
Corporation ("WCC"), entered into a services agreement (the "Services
Agreement") on December 20, 1995, which became effective January 1, 1996,
pursuant to which the Corporation agreed to continue to provide certain of these
services to WCC. This agreement is being renewed on a year-to-year basis.

In accordance with the terms of the Services Agreement, WCC paid the Corporation
a fixed annual fee for services (the "Annual Services Fee") equal to $2,944,000
in fiscal 1999, $3,468,000 in fiscal 2000 and $2,831,000 in fiscal 2001.
Management of the Corporation believes that the Annual Services Fees for
services that will be or may be provided under the Services Agreement are, or
will be, on terms no less favorable to the Corporation and WCC than could be
obtained from unaffiliated third parties. If WCC determines that it can obtain
any of the services to which the Annual Services Fees relate at a cost less than
that specified in the Services Agreement, WCC may obtain such services from
another party and terminate the provision of such services by the Corporation
with a corresponding reduction in the Annual Services Fee.

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

FINANCIAL, ACCOUNTING, TAX AND GOVERNMENT CONTRACT MANAGEMENT SERVICES. Under
the Services Agreement, the Corporation provides WCC with (i) treasury
operations, (ii) support in the processing of accounts payable, tax returns
and payroll, (iii) conducting periodic internal field audits, and (iv)
purchasing assistance on an as needed basis.

HUMAN RESOURCES SERVICES. Under the Services Agreement, the Corporation
provides WCC assistance in the identification and selection of employees and
compliance by WCC with various equal employment opportunity and other
employment related requirements. The Corporation also assists WCC in
implementing and administering employee benefit plans which comply with
applicable laws and regulations.

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

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

The Services Agreement formerly contained certain provisions governing
competition between WCC and the Corporation. On March 21, 2002, the Services
Agreement was amended to eliminate these provisions.

The following table sets forth certain amounts billed to WCC during fiscal 1999,
fiscal 2000, and fiscal 2001, for services not covered by the Annual Services
Fee paid under the Services Agreement.

FISCAL 1999 FISCAL 2000 FISCAL 2001
----------- ----------- -----------

Casualty Insurance Premiums (1) $9,454,000 $13,588,000 $21,952,000
Interest Charges (Income) (2) (492,000) 65,000 49,000
Office Rental (3) 286,000 315,000 286,000
------------------ ----------------- -----------------
TOTAL $9,248,000 $13,968,000 $22,287,000
================== ================= =================

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

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

(3) Effective February 15, 1996, WCC entered into a 15-year agreement with
the Corporation providing for the rental of approximately 14,672 square
feet of office space at its corporate headquarters in Palm Beach
Gardens, Florida, on terms which the Corporation believes to be no less
favorable to the Corporation than could have been obtained from
unaffiliated third parties. The Corporation also provides building
services such as mailroom, reception and security as a component of the
Services Agreement.

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

AGREEMENT AMONG WACKENHUT, WCC AND GROUP 4 FALCK

As disclosed above, on March 8, 2002, the Corporation entered into a Merger
Agreement with Group 4 Falck and Milestone Acquisition Corporation. Pursuant to
the Merger Agreement, Group 4 Falck will acquire all of the issued and
outstanding capital stock of the Corporation through the Merger of Milestone
Acquisition Corporation with and into the Corporation. The Merger, which is
expected to close by mid-year of 2002, is subject to the approval of the
Corporation's shareholders, as well as certain other closing conditions.

In connection with the Merger, WCC, the Corporation and Group 4 Falck entered
into an agreement, dated March 8, 2002, that will govern certain aspects of
their relationship following the consummation of the Merger (the "WCC
Agreement"). The WCC Agreement provides, among other things, that (1) for a
period of three years following the Merger, the board of directors of WCC will
consist of nine members, five will be independent directors; two will be WCC
officers; and two will be Group 4 Falck representatives, (2) during the one year
period following the Merger, the Nominating and Compensation Committee of the
WCC board of directors will consist of three members; two will be independent
directors; and one will be a director nominated by Group 4 Falck, and (3) until
such time as Group 4 Falck directly or indirectly owns less than 49% of WCC's
outstanding common stock, (i) neither Group 4 Falck nor the Corporation will
engage in the business of managing or operating prison, detention facility or
mental health facility management businesses anywhere in the United States, and
(ii) representatives of Group 4 Falck and the Corporation who serve on WCC's
board of directors will not have access to certain proprietary, confidential
information of WCC, its subsidiaries or affiliates. The WCC Agreement also
requires that any purchases of WCC common stock by either the Corporation or
Group 4 Falck during the three year period following the Merger be made only at
a price approved by a majority of the independent directors of WCC.

OTHER RELATIONSHIPS AND TRANSACTIONS

The Corporation has a joint life policy on George R. Wackenhut and Ruth J.
Wackenhut in the amount of $800,000. The cost of the policy is $16,543 per year
and substantially all of the premium is paid by the Corporation. In this
connection, an agreement provides that $760,000 of the proceeds from the policy
will be paid to the Corporation as reimbursement of the costs.

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

The Corporation anticipates that it may, from time to time, use the services of
the law firm of Venable, Baetjer and Howard, of which Mr. Benjamin R. Civiletti,
a Director of the Corporation, is a partner. George R. Wackenhut, Chairman of
the Board of the Corporation, also serves as Chairman of the Board of WCC and,
together with his wife, Ruth J. Wackenhut, through trusts over which they have
sole dispositive and voting power, control approximately 50.05% of the issued
and outstanding voting common stock of the Corporation. Richard R. Wackenhut,
Vice Chairman, President and Chief Executive Officer of the Corporation, is also
a Director of WCC. He is the son of George R. and Ruth J. Wackenhut.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

3. Exhibits.

The following exhibit is filed as part of this Form 10-K/A:

EXHIBIT NUMBER DESCRIPTION
- -------------- -----------

2.1 Agreement and Plan of Merger, dated March 8, 2002, by and
among The Wackenhut Corporation, Group 4 Falck A/S and
Milestone Acquisition Corporation (incorporated by reference
to Wackenhut's Form 8-K, dated March 8, 2002)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.

THE WACKENHUT CORPORATION

By: /s/ Philip L. Maslowe Date: April 29, 2002
-------------------------------
Philip L. Maslowe
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER

Pursuant to the requirements of the Securities Exchange Act of 1934, this
amended report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Richard R. Wackenhut Vice Chairman of the Board, President and Chief April 29, 2002
- --------------------------------- Executive Officer (principal executive officer)
Richard R. Wackenhut

/s/ Philip L. Maslowe Executive Vice President and Chief Financial Officer April 29, 2002
- ---------------------------------
Philip L. Maslowe

/s/ Juan D. Miyar Vice President and Corporate Controller April 29, 2002
- --------------------------------- (principal accounting officer)
Juan D. Miyar

/s/ Alan B. Bernstein Director April 29, 2002
- ---------------------------------
Alan B. Bernstein

* Director April 29, 2002
- ---------------------------------
Julius W. Becton, Jr.

* Director April 29, 2002
- ---------------------------------
Carroll A. Campbell

* Director April 29, 2002
- ---------------------------------
Benjamin R. Civiletti

* Director April 29, 2002
- ---------------------------------
Anne N. Foreman

* Director April 29, 2002
- ---------------------------------
Edward L. Hennessy, Jr.

* Director April 29, 2002
- ---------------------------------
Paul X. Kelley

* Director April 29, 2002
- ---------------------------------
Nancy Clark Reynolds

* Director April 29, 2002
- ---------------------------------
John F. Ruffle

SIGNATURE TITLE DATE
--------- ----- ----

* Director April 29, 2002
- ---------------------------------
Thomas P. Stafford

* Director April 29, 2002
- ---------------------------------
George R. Wackenhut

*By: /S/ PHILIP L. MASLOWE
---------------------
Philip L. Maslowe,
as Attorney-In-Fact