EXHIBIT
10.2


AMENDMENT


to


EMPLOYMENT/SEPARATION
AGREEMENT


This
Amendment (“Amendment”), made March 14, 2007, is to amend the Employment /
Separation Agreement (“Agreement”) originally entered into on March 15, 2005,
by and between Cornell Companies, Inc. (the “Company”), and John R. Nieser (“Employee”).


WITNESSETH


WHEREAS,
the Company and Employee previously entered into the Agreement; and


WHEREAS,
the Board of Directors of the Company has authorized certain amendments to such
Agreement relating to Employee’s entitlement to certain payments and benefits
following a change in control, to be effective as of March 9, 2007;


NOW,
THEREFORE, the parties hereto agree to this Amendment as follows:


1.                                       Section
8(f) of the Agreement is amended, effective as of March 9, 2007, to read in its
entirety as follows:


“(f)                              Termination
Following Change in Control.  If the
Employee’s employment shall be terminated by the Company, with or without
cause, during the Employment Period and within 180 days following the effective
date of a Change in Control pursuant to Section 7(f), in lieu of the
obligations of the Company hereunder, all Employee’s rights and benefits
provided for by this Agreement will terminate as of such date; provided,
however, that Employee will be paid (i) any Incentive Compensation award that
has been earned but that has not yet been paid; (ii) the unpaid amount of
Employee’s Annual Base Salary earned through the effective date of such
termination; and (iii) a payment equal to a pro rata portion of the target award
under the Company’s Incentive Compensation Plan, for the period from the
beginning of the period to which such target award pertains through the date of
termination.  Employee shall also be
entitled to continuation of his then-current Annual Base Salary for a period of
24 months following the date of termination (“Severance Period”), subject to
all applicable tax withholdings, such payments to be made in equal installments
according to the normal payroll practices of the Company during the Severance
Period.  Employee will also be entitled
to extended health care benefits (COBRA) at Employee’s expense and to the
extent Employee is qualified for such benefits as provided by law; provided,
however, that the Company shall pay to Employee an amount equal to the Company’s
portion of employee health care costs under the Company’s group health care
plan as if Employee were an active employee of the Company, such payments to be
made concurrently with the salary continuation payments made during the
Severance Period for so long as such coverage remains in effect as provided by
law.”



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2.                                       Unless
otherwise defined herein, the capitalized terms used herein shall have the
meanings given to them in the Agreement.


3.                                       Except
as amended hereby, the Agreement shall be and remain in full force and effect.


IN
WITNESS WHEREOF, the parties have signed this Amendment, to be effective as of
the date first set forth above.


	
  

  	
   

  	
  Cornell Companies, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  John R. Nieser

  	
   

  	
   

  	
  Patrick N. Perrin Senior Vice President, Chief
  Administrative Officer and Secretary

  



 



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