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                                                                   EXHIBIT 10.21


                  OFFICER AND TRUSTEE INDEMNIFICATION AGREEMENT


         This Agreement is made as of the 18th day of July, 1997, by and between
CCA Prison Realty Trust, a Maryland real estate investment trust (the
"Company"), and the undersigned Officer or Trustee of the Company (the
"Indemnitee").

         WHEREAS, Indemnitee is currently serving as an Officer or Trustee of
the Company and the Company wishes the Indemnitee to continue in such capacity.
The Indemnitee is willing, under certain circumstances, to continue serving as
an Officer Trustee of the Company;

         WHEREAS, Maryland Code Annotated, Courts of Judicial Proceeding,
Article 5-350, provides that a real estate investment trust's Declaration of
Trust may include any provision limiting the liability of its officers or
trustees to the trust or its shareholders for money damages except for liability
resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty established by a
final judgment as being material to the cause of action.

         WHEREAS, the Company's Amended and Restated Declaration of Trust
provides that to the fullest extent allowed by Maryland law, no officer trustee
of the Company shall be liable to the Company or its shareholders for money
damages;

         WHEREAS, in addition, the Bylaws of the Company provide that the
officer trustees of the Company shall be entitled to indemnification on the
terms and conditions set forth therein; and

         WHEREAS, Indemnitee has indicated that he does not regard the foregoing
provisions of the Company's Declaration of Trust and Bylaws as adequate to
protect him against the risks associated with his service to the Company and has
noted that the Company's directors' and officers' liability insurance policy has
numerous exclusions and a deductible and thus does not adequately protect
Indemnitee. In this connection the Company and the Indemnitee now agree they
should enter into this Indemnification Agreement in order to provide greater
protection to Indemnitee against such risks of service to the Company.

         NOW, THEREFORE, in order to induce the Indemnitee to continue to serve
as a Trustee of the Company and in consideration of his continued service, the
Company hereby agrees to indemnify the Indemnitee as follows:

         1.       Indemnity. The Company will indemnify the Indemnitee, his
                  executors, administrators or assigns, for any Expenses (as
                  defined below) which the Indemnitee is or becomes legally
                  obligated to pay in connection with any Proceeding. As used in
                  this Agreement the term "Proceeding" shall include any
                  threatened, pending or completed claim, action, suit or
                  proceeding, whether brought by or in the right of the Company
                  or otherwise and whether of a civil, criminal, administrative
                  or investigative nature, in which the Indemnitee may be or may
                  have been involved as a party or otherwise, by


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                  reason of the fact that Indemnitee is or was a director or
                  officer of the Company, by reason of any actual or alleged
                  error or misstatement or misleading statement made or suffered
                  by the Indemnitee, by reason of any action taken by him or of
                  any inaction on his part while acting as such director or
                  officer, or by reason of the fact that he was serving at the
                  request of the Company as a director, trustee, officer,
                  employee or agent of another corporation, partnership, joint
                  venture, trust or other enterprise; provided, that in each
                  such case Indemnitee acted in good faith and in a manner which
                  he reasonably believed to be in or not opposed to the best
                  interests of the Company, and, in the case of a criminal
                  proceeding, in addition had no reasonable cause to believe
                  that his conduct was unlawful. As used in this Agreement, the
                  term "other enterprise" shall include (without limitation)
                  employee benefit plans and administrative committees thereof,
                  and the term "fines" shall include (without limitations) any
                  excise tax assessed with respect to any employee benefit plan.

         2.       Expenses. As used in this Agreement, the term "Expenses" shall
                  include, without limitation, damages, judgments, fines,
                  penalties, settlements and costs, attorneys' fees and
                  disbursements and costs of attachment or similar bonds,
                  investigations, and any expenses of establishing a right to
                  indemnification under this Agreement.

         3.       Enforcement. If a claim or request under this Agreement is not
                  paid by the Company, or on its behalf, within thirty days
                  after a written claim or request has been received by the
                  Company, the Indemnitee may at any time thereafter bring suit
                  against the Company to recover the unpaid amount of the claim
                  or request and if successful in whole or in part, the
                  Indemnitee shall be entitled to be paid also the Expenses of
                  prosecuting such suit. The Company shall have the right to
                  recoup from the Indemnitee the amount of any item or items of
                  Expenses theretofore paid by the Company pursuant to this
                  Agreement, to the extent such Expenses are not reasonable in
                  nature or amounts; provided, however, that the Company shall
                  have the burden of proving such Expenses to be unreasonable.
                  The burden of proving that the Indemnitee is not entitled to
                  indemnification for any other reason shall be upon the
                  Company.

         4.       Subrogation. In the event of payment under this Agreement, the
                  Company shall be subrogated to the extent of such payment to
                  all of the rights of recovery of the Indemnitee, who shall
                  execute all papers required and shall do everything that may
                  be necessary to secure such rights, including the execution of
                  such documents necessary to enable the Company effectively to
                  bring suit to enforce such rights.

         5.       Exclusions. The Company shall not be liable under this
                  Agreement to pay any Expenses in connection with any claim
                  made against the Indemnitee:



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                  (a)      to the extent that payment is actually made to the
                           Indemnitee under a valid, enforceable and collectible
                           insurance policy;

                  (b)      to the extent that the Indemnitee is indemnified and
                           actually paid otherwise than pursuant to this
                           Agreement;

                  (c)      in connection with a judicial action by or in the
                           right of the Company, in respect of any claim, issue
                           or matter as to which the Indemnitee shall have been
                           adjudged to be liable for gross negligence or
                           intentional misconduct in the performance of his duty
                           to the Company unless and only to the extent that any
                           court in which such action was brought shall
                           determine upon application that, despite the
                           adjudication of liability but in view of all the
                           circumstances of the case, the Indemnitee is fairly
                           and reasonably entitled to indemnity for such
                           expenses as such court shall deem proper;

                  (d)      if it is proved by final judgment in a court of law
                           or other final adjudication to have been based upon
                           or attributable to the Indemnitee's in fact having
                           gained any personal profit or advantage to which he
                           was not legally entitled;

                  (e)      for a disgorgement of profits made from the purchase
                           and sale by the Indemnitee of securities pursuant to
                           Section 16(b) of the Securities Exchange Act of 1934
                           and amendments thereto or similar provisions of any
                           state statutory law or common law;

                  (f)      brought about or contributed to by the dishonesty of
                           the Indemnitee seeking payment hereunder; however,
                           notwithstanding the foregoing, the Indemnitee shall
                           be protected under this Agreement as to any claims
                           upon which suit may be brought against him by reason
                           of any alleged dishonesty on his part, unless a
                           judgment or other final adjudication thereof adverse
                           to the Indemnitee shall establish that he committed
                           (i) acts of active and deliberate dishonesty, (ii)
                           with actual dishonest purpose and intent, (iii) which
                           acts were material to the cause of action so
                           adjudicated; or

                  (g)      for any judgment, fine or penalty which the Company
                           is prohibited by applicable law from paying as
                           indemnity or for any other reason.

         6.       Indemnification of Expenses or Successful Party.
                  Notwithstanding any other provision of this Agreement, to the
                  extent that the Indemnitee has been


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                  successful on the merits or otherwise in defense of any
                  Proceeding or in defense of any claim, issue or matter
                  therein, including dismissal without prejudice, Indemnitee
                  shall be indemnified against any and all Expenses incurred in
                  connection therewith.

         7.       Partial Indemnification. If the Indemnitee is entitled under
                  any provision of this Agreement to indemnification by the
                  Company for some or a portion of Expenses, but not for the
                  total amount thereof, the Company shall nevertheless indemnify
                  the Indemnitee for the portion of such Expenses to which the
                  Indemnitee is entitled.

         8.       Advance of Expenses. Expenses incurred by the Indemnitee in
                  connection with any Proceeding, except the amount of any
                  settlement, shall be paid by the Company in advance upon
                  request of the Indemnitee that the Company pay such Expenses.
                  The Indemnitee hereby undertakes to repay to the Company the
                  amount of any Expenses theretofore paid by the Company to the
                  extent that it is ultimately determined that such Expenses
                  were not reasonable or that the Indemnitee is not entitled to
                  indemnification.

         9.       Approval of Expenses. No Expenses for which indemnity shall be
                  sought under this Agreement, other than those in respect of
                  judgments and verdicts actually rendered, shall be incurred
                  without the prior consent of the Company, which consent shall
                  not be unreasonably withheld.

         10.      Notice of Claim. The Indemnitee, as a condition precedent to
                  his right to be indemnified under this Agreement, shall give
                  to the Company notice in writing as soon as practicable of any
                  claim made against him for which indemnity will or could be
                  sought under this Agreement. Notice to the Company shall be
                  given at its principal office and shall be directed to the
                  Secretary (or such other address as the Company shall
                  designate in writing to the Indemnitee); notice shall be
                  deemed received if sent by prepaid mail properly addressed,
                  the date of such notice being the date postmarked. In
                  addition, the Indemnitee shall give the Company such
                  information and cooperation as it may reasonable require and
                  as shall be within the Indemnitee's power.

         11.      Counterparts. This Agreement may be executed in any number of
                  counterparts, all of which taken together shall constitute one
                  instrument.

         12.      Indemnification Hereunder Not Exclusive. Nothing herein shall
                  be deemed to diminish or otherwise restrict the Indemnitee's
                  right to indemnification under any provision of the
                  Declaration of Trust or Bylaws of the Company and amendments
                  thereto or under law.

         13.      Governing Law. This Agreement shall be governed by and
                  construed in 

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                  accordance with the internal laws of the State of Maryland.

         14.      Saving Clause. Wherever there is conflict between any
                  provision of this Agreement and any applicable present or
                  future statute, law or regulations contrary to which the
                  Company and the Indemnitee have no legal right to contract,
                  the latter shall prevail, but in such event the affected
                  provisions of this Agreement shall be curtailed and restricted
                  only to the extent necessary to bring them within applicable
                  legal requirements.

         15.      Coverage. The provisions of this Agreement shall apply with
                  respect to the Indemnitee's service as an Officer or Trustee
                  of the Company prior to the date of this Agreement and with
                  respect to all periods of such service after the date of this
                  Agreement, even though the Indemnitee may have ceased to be an
                  Officer or Trustee of the Company.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and signed as of the day and year first above written.

                                   CCA PRISON REALTY TRUST



                                   By:
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                                   Its:
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                                   OFFICER OR TRUSTEE


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