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                                                                   EXHIBIT 10.5

                              AMENDED AND RESTATED
            SENIOR OFFICER RETIREMENT/DEFERRED COMPENSATION AGREEMENT

         This Amended and Restated Senior Officer Retirement Agreement is
entered into by and between THE WACKENHUT CORPORATION, a Florida corporation
("Company") and Timothy J. Howard ("Executive").

         WHEREAS, the Company and Executive have executed that certain Deferred
Compensation Agreement ("Agreement") as of August 2, 1999; and

         WHEREAS, the Company and Executive desire to amend and restate the
Agreement.

         NOW THEREFORE, it is agreed as follows:

1.       EMPLOYMENT

         Company will employ Executive as Senior Vice President or in such other
         positions as may be determined from time to time by the Board of
         Directors of Company and at such rate of compensation as may be so
         determined. Executive will devote his full energy, skill and best
         efforts to the affairs of Company on a full-time basis. It is
         contemplated that such employment will continue until August 30, 2008
         (Executive's Retirement Date), but nevertheless either Company or
         Executive may terminate Executive's employment at any time and for any
         reason upon ten (10) days written notice to the other.

2.       RETIREMENT

         In the event Executive's employment continues until his Retirement
         Date, upon retirement, and commencing with the first month after
         Executive actually retires, Company will pay Executive $16,666.66
         monthly for three hundred (300) months.

3.       TERMINATION OF EMPLOYMENT

         If Executive terminates his employment with Company for reason other
         than death, or if Company terminates Executive's employment prior to
         Executive's Retirement for reason other than death, Company will pay
         Executive monthly, commencing with the first month after Executive's
         Retirement Date and continuing for three hundred (300) months, the
         amount specified in Section 2 above.

4.       DEATH

         If Executive dies before Retirement Date and before termination of his
         employment with Company, Company shall pay Executive's named
         Beneficiary (designated as provided in Section 6 of this Agreement and
         hereinafter referred to as Beneficiary) a monthly amount of $8,333.33



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         commencing with the first month following death and continuing for one
         hundred fifty (150) months thereafter. In the case of death of
         Executive after termination of employment with Company, but before his
         Retirement Date, the Company shall pay to Beneficiary $8,333.33
         commencing with the first month following death and continuing for one
         hundred fifty (150) months thereafter. If Executive dies within three
         hundred (300) months following his Retirement Date and while receiving
         payments hereunder, Company shall pay Beneficiary the payments which
         would have been made to Executive had he lived for the balance of said
         three hundred (300) month period.

5.       CHANGE IN CONTROL

         Upon the occurrence of a "Change in Control" (as defined in the
         Executive Severance Agreement between the Executive and Company, dated
         March 17, 2000), the Executive's Retirement Date shall automatically be
         changed for all purposes to the date which is five years prior to the
         date specified in Section 1 hereof. In addition, within ten (10) days
         following the date the Executive's employment with the Company is
         terminated following a Change in Control, the Company shall pay to the
         Executive or if the Executive dies to the Beneficiary or Beneficiaries,
         the present value of all deferred compensation provided for pursuant to
         this Agreement that would have been paid if the Executive remained
         employed with the Company through the Retirement Date. The present
         value shall be calculated (i) using a discount rate equal to the lower
         of the rate provided in Internal Revenue Code Section 280G(d)(4), or
         six and one half percent (6-1/2%), and (ii) without regard to any
         mortality factor or related probabilities.

6.       SMALL AMOUNTS

         In the event the amount of any monthly payments provided herein shall
         be less than Twenty ($20) Dollars, the Company in its sole discretion
         may in lieu thereof pay the commuted value of such payments (calculated
         on the basis of the interest rate and mortality assumptions being used
         by The Northwestern Mutual Life Insurance Company of Milwaukee,
         Wisconsin, to calculate immediate annuity rates on the date of this
         Agreement) to the person entitled to such payments.

7.       BENEFICIARY

         The Beneficiary (or Beneficiaries) of any payments to be made after
         Executive's death, shall be as designated by Executive and shown on
         attached Exhibit A or such other person or persons as Executive shall
         designate in writing to Company. If no effective designation of
         Beneficiaries has been made by Executive, any such payments shall be
         made to Executive's estate.





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8.       RESTRICTIONS

         Executive shall not at any time, either directly or indirectly, accept
         employment with, render service, assistance or advice to, or allow his
         name to be used by any competitor of the Company unless approved by the
         Board of Directors of the Company. Determination by the Board of
         Directors of the Company that Executive has engaged in any such
         activity shall be binding and conclusive on all parties, and in
         addition to all other rights and remedies which Company shall have,
         neither Executive nor Beneficiary shall be entitled to any payments
         hereunder. Upon a "Change in Control", the provisions of this Section 8
         shall no longer apply.

9.       INSURANCE

         If Company shall elect to purchase a life insurance contract to provide
         Company with funds to make payments hereunder, Company shall at all
         times be the sole and complete owner and beneficiary of such contract,
         and shall have the unrestricted right to use all amounts and exercise
         all options and privileges thereunder without knowledge or consent of
         Executive of Beneficiary or any other person, it being expressly agreed
         that neither Executive nor Beneficiary nor any other person shall have
         any right, title or interest whatsoever in or to any such contract.

10.      SOURCE OF PAYMENTS

         Executive, Beneficiary and any other person or persons having or
         claiming a right to payments hereunder or to any interest in this
         Agreement shall rely solely on the unsecured promise of Company set
         forth herein, and nothing in this Agreement shall be construed to give
         Executive, Beneficiary or any other person or persons any right, title,
         interest or claim in or to any specific asset, fund, reserve, account
         or property of any kind whatsoever owned by Company or in which it may
         have any right, title or interest now or in the future, but Executive
         shall have the right to enforce his claim against Company in the same
         manner as any unsecured creditor.

11.      AMENDMENT

         This Agreement may be amended at any time or from time to time by
         written agreement of the parties.

12.      ASSIGNMENT

         Neither Executive, nor Beneficiary, nor any other person entitled to
         payments hereunder shall have power to transfer, assign, anticipate,
         mortgage or otherwise encumber in advance any of such payments, nor
         shall such payments be subject to seizure for the payment of public or
         private debts, judgments, alimony or separate maintenance, or be
         transferable by operation of law in event of bankruptcy, insolvency or
         otherwise.




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13.      BINDING EFFECT

         This Agreement shall be binding upon the parties hereto, their heirs,
         executors, administrators, successors and assigns. The Company agrees
         it will not be a party to any merger, consolidation or reorganization,
         unless and until its obligations hereunder shall be expressly assumed
         by its successors.

         IN WITNESS WHEREOF, the parties have executed this Agreement effective
the 17th day of March, 2000.



Signed, Sealed and Delivered              EXECUTIVE:
In the Presence of:



/s/ Ultan P. McCabe                       /s/ Timothy J. Howard
--------------------------------          -------------------------------------
PRINT NAME OF WITNESS BELOW:              Timothy J. Howard

Ultan P. McCabe
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                                          Date:  3/17/00
                                               --------------------------------

/s/ Paul W. Miller
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PRINT NAME OF WITNESS BELOW:

Paul W. Miller
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                                       THE WACKENHUT CORPORATION




/s/ Patricia Delinois                  By: /s/ Richard R. Wackenhut
--------------------------------           ------------------------------------
PRINT NAME OF WITNESS BELOW:               Name:  Richard R. Wackenhut
                                           Title: President and Chief Executive
                                                  Officer
Patricia Delinois
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/s/ J.C. Tissot                            Date:  3/17/00
--------------------------------                -------------------------------
PRINT NAME OF WITNESS BELOW:

J.C. Tissot
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