Table of Contents

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ARTICLE I The Merger							1
	1.1			The Merger			1
	1.2			Certificate of Incorporation and Bylaws			2
	1.3			Effective Time			2
	1.4			Closing			2
	1.5			Directors and Officers of the Surviving Corporation			2
ARTICLE II Merger Consideration; Conversion of Stock							3
	2.1			Conversion of Company Stock			3
	2.2			Exchange of Certificates			4
	2.3			Withholding Rights			6
	2.4			Dissenters Rights			6
	2.5			Alternative Structure of the Merger			6
	2.6			Alternative Structure of the Acquisition			7
ARTICLE III Representations and Warranties of the Company							7
	3.1			Existence; Good Standing; Authority; Compliance with Law			7
	3.2			Authorization, Takeover Laws, Validity and Effect of Agreements			9
	3.3			Capitalization			9
	3.4			Subsidiaries			10
	3.5			Other Interests			11
	3.6			Consents and Approvals; No Violations			11
	3.7			SEC Reports			11
	3.8			Litigation			13
	3.9			Absence of Certain Changes			13
	3.10			Taxes			14
	3.11			Properties			15
	3.12			Environmental Matters			18
	3.13			Employee Benefit Plans			19
	3.14			Labor and Employment Matters			21
	3.15			No Brokers			22
	3.16			Opinion of Financial Advisor			22
	3.17			Vote Required			22
	3.18			Material Contracts			22
	3.19			Insurance			24
	3.20			Absence of Undisclosed Liabilities			25
	3.21			Regulatory Matters			25
	3.22			Investment Company Act of 1940			25
	3.23			Definition of the Companys Knowledge			25
	3.24			Proxy Statement; Company Information			25
	3.25			No Payments to Employees, Officers or Trustees			25
	3.26			No Other Representations or Warranties			26

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ARTICLE IV Representations and Warranties of Parent and MergerCo							26
	4.1			Corporate Organization			26
	4.2			Authority Relative to this Agreement			26
	4.3			Consents and Approvals; No Violations			27
	4.4			Brokers			27
	4.5			Available Funds			28
	4.6			Takeover Statutes			28
ARTICLE V Conduct of Business Pending the Merger							28
	5.1			Conduct of Business by the Company			28
	5.2			Actions to Qualify as a REIT			31
	5.3			Adverse Changes in Condition			31
	5.4			Reports			31
ARTICLE VI Covenants							31
	6.1			Preparation of the Proxy Statement; Stockholders Meeting			31
	6.2			Other Filings			32
	6.3			Additional Agreements			32
	6.4			No Solicitations			33
	6.5			Officers and Directors Indemnification			35
	6.6			Access to Information; Confidentiality			37
	6.7			Public Announcements			37
	6.8			Employee Benefit Arrangements			38
ARTICLE VII Conditions to the Merger							39
	7.1			Conditions to the Obligations of Each Party to Effect the Merger			39
	7.2			Conditions to Obligations of Parent and MergerCo			39
	7.3			Conditions to Obligations of the Company			40
ARTICLE VIII Termination, Amendment and Waiver							40
	8.1			Termination			40
	8.2			Effect of Termination			42
	8.3			Fees and Expenses			43
	8.4			Payment of Amount or Expense			43
	8.5			Amendment			44
	8.6			Extension; Waiver			44
ARTICLE IX General Provisions							44
	9.1			Notices			44
	9.2			Certain Definitions			45
	9.3			Terms Defined Elsewhere			49
	9.4			Interpretation			51
	9.5			Non-Survival of Representations, Warranties, Covenants and Agreements			51
	9.6			Miscellaneous			51
	9.7			Assignment; Benefit			52
	9.8			Severability			52
	9.9			Choice of Law/Consent to Jurisdiction			52
	9.10			Waiver			52
	9.11			Counterparts			52

COMPANY DISCLOSURE SCHEDULES

Section		Title
3.1(a)		Good Standing
3.1(b)		Subsidiaries Good Standing
3.1(c)		Compliance With Laws
3.3(a)		Company Equity Award Plans
3.3(c)		Company Options
3.3(d)		Restricted Stock Awards
3.3(e)		Voting or Transfer
3.3(f)		Stock Obligations
3.3(g)		Registration
3.3(h)		Reserved
3.5		Other Interests
3.6		Consents and Approvals; No Violations
3.7		Company SEC Reports
3.8		Litigation
3.9		Absence of Certain Changes
3.10		Taxes
3.11(a)		Properties
3.11(b)		Ground Leases
3.11(d)		Notices
3.11(e)		Properties: No Violations
3.11(f)		Facility Leases
3.11(g)		Option Agreements; Rights of First Refusal
3.11(h)		Management Agreements
3.11(i)		Construction Projects
3.12(a)		Environmental Notices
3.12(b)		Environmental Compliance
3.12(d)		Environmental Reports
3.13(a)		Employee Programs
3.13(h)		No Violation of Employee Programs
3.13(k)		ERISA Plans
3.13(l)		Payment under Employee Programs
3.13(m)		Changes to Employee Programs
3.13(n)		Compliance of Employee Programs
3.14		Labor and Employment Matters
3.18(a)		Material Contracts
3.18(b)		Loan Agreements
3.18(c)		Other Contracts
3.18(d)		Tax Protection Agreements
3.18(e)		Development Agreements
3.18(f)		Option Agreements

3.18(g)		Claims
3.19		Insurance
3.20		Absence of Undisclosed Liabilities
3.23		Definition of the Companys Knowledge
3.25		Employee Payments
5.1(c)		Existing Property Transactions
5.1(l)		Litigation
6.5(b)		Officers and Trustees Indemnification
6.8(a)		Employee Benefit Arrangements
6.8(c)		Company Obligations

EXHIBITS

Exhibit A		Amended and Restated Certificate of Incorporation
Exhibit B		Alternative Merger Conversion of Stock
Exhibit C		Form of Tax Opinion
Exhibit D		Form of Company Tax Certificate

     AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of September 19, 2006, is made by and among THE GEO GROUP, INC., a Florida corporation (Parent), GEO ACQUISITION II, INC., a Delaware corporation and a direct wholly-owned subsidiary of Parent (MergerCo), and CENTRACORE PROPERTIES TRUST, a Maryland real estate investment trust (the Company).

     WHEREAS, the parties wish to effect a business combination through a merger of the Company with and into MergerCo (the Merger) on the terms and conditions set forth in this Agreement and in accordance with the Delaware General Corporation Law (the DGCL) and the Corporations and Associations Article of the Annotated Code of Maryland (the MGCL);

     WHEREAS, the Board of Trustees of the Company (the Company Board) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable;

     WHEREAS, the Board of Directors of Parent and the Board of Directors of MergerCo have approved this Agreement, the Merger and the other transactions contemplated by this Agreement and determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable, and Parent has approved this Agreement and the Merger as the sole stockholder of MergerCo;

     WHEREAS, the parties intend that for federal, and applicable state, income tax purposes the Merger will be treated as a taxable sale by the Company of all of the companys assets to MergerCo in exchange for the Merger Consideration (as defined herein) to be provided to the stockholders of the Company and the assumption of all of the Companys liabilities, followed by a distribution of such Merger Consideration to the stockholders of the Company in liquidation pursuant to Section 331 and Section 562 of the Internal Revenue Code of 1986, as amended (the Code), and that this Agreement shall constitute a plan of liquidation of the Company for federal income tax purposes; and

     WHEREAS, Parent, MergerCo and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger, and also to prescribe various conditions to the Merger.

     NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements set forth herein, and intending to be legally bound, Parent, MergerCo and the Company hereby agree as follows:

ARTICLE I
The Merger

     1.1 The Merger. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined below), the Company and MergerCo shall consummate the Merger, pursuant to which (a) the Company shall be merged with and into MergerCo and the separate corporate existence of the Company shall thereupon cease and (b) MergerCo shall be the

surviving corporation in the Merger (the Surviving Corporation) and shall remain a wholly owned subsidiary of Parent. From and after the Effective Time, MergerCo shall succeed to and assume all the rights and obligations of the Company. The Merger shall have the effects specified in Section 259 of the DGCL and Section 8-501.1 of the MGCL.

     1.2 Certificate of Incorporation and Bylaws.

     (a) The name of the Surviving Corporation shall be GEO Acquisition II, Inc..

     (b) The amended and restated certificate of incorporation of MergerCo, as attached hereto as Exhibit A (the Amended Charter), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by law.

     (c) The bylaws of MergerCo, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended as provided by law, by such certificate of incorporation or by such bylaws.

     1.3 Effective Time. On the Closing Date, MergerCo and the Company shall duly execute and file a certificate of merger (the Certificate of Merger) with the Secretary of State of the State of Delaware (the DSOS) in accordance with the DGCL and articles of merger (the Articles of Merger) with the State Department of Assessments and Taxation for the State of Maryland (the MSDAT) in accordance with the MGCL. The Merger shall become effective upon the later of the filing date of the Certificate of Merger with the DSOS or the filing date of the Articles of Merger with the MSDAT, or such later time which the parties hereto shall have agreed upon and designated in such filings in accordance with the DGCL and MGCL as the effective time of the Merger but not to exceed ninety (90) days after the respective filing dates of the Certificate of Merger with the DSOS and the Articles of Merger with the MSDAT (the Effective Time).

     1.4 Closing. The closing of the Merger (the Closing) shall occur as promptly as practicable (but in no event later than the second (2nd) Business Day) after all of the conditions set forth in Article VII (other than conditions that by their terms are required to be satisfied or waived at the Closing) shall have been satisfied or, to the extent permitted by applicable law, waived by the party entitled to the benefit of the same (unless extended by the mutual agreement of the parties hereto), and, subject to the foregoing, shall take place at 10:00 a.m., local time, on such date (the Closing Date) at the offices of Goodwin Procter LLP, 599 Lexington Avenue, New York, New York 10022, or at such other place as mutually agreed to by the parties hereto; provided, however, that notwithstanding anything herein to the contrary, the Closing Date shall not occur before January 1, 2007 without the mutual consent of both parties.