2000
                    CLUBCORP COMPREHENSIVE COMPENSATION PLAN


                      Article I. Establishment and Purpose

1.1.     Establishment.  The  Company  adopts the following amended and restated
ClubCorp  Comprehensive  Compensation  Plan  (the  "ClubCorp  Plan"),  effective
January  1,  2000.  The ClubCorp Plan is composed of component plans for certain
employee  groups,  as  appropriate, and as approved by the Board. Such component
plans  are  hereby  adopted as appendices and made a part of this ClubCorp Plan.

1.2.     Purpose.  The  purpose of this ClubCorp Plan is to support the critical
objectives  of  STAR  Service by utilizing total compensation targets that allow
for revenue sharing, recognize levels of responsibility within the organization,
consider  external competitive factors and measure the caliber of performance as
compared to pre-established and mutually agreed upon criteria.

1.3.       Objectives.   The  Company  is  committed  to  providing  competitive
compensation,  based  on  comparisons of relevant jobs and job markets, internal
equity considerations, benefits, privileges and perquisites.


                             Article II. Definitions

2.1.     Definitions.  The  following  terms  where  capitalized  shall have the
meanings  set  forth  below.

(a)     "Affiliate"  means  a partnership, LLC, subsidiary or other entity owned
in  part,  directly  or  indirectly,  by  the  Company  that is designated as an
Employer  by  the  Company.

(b)     "Award Date" means the first day of the Award Period following the Award
Period  to  which  the  Award  relates.

(c)     "Award  Period" means the time flame that is being measured for purposes
of  Award  determination.

(d)     "Board" means the Board of Directors of the Company.

(e)     "Cash  Award"  means  the  portion of compensation paid pursuant to this
ClubCorp Plan which is payable in  cash.

(f)     "Cash  Flow Report" means the report that is prepared at the end of each
accounting period showing current and year to date revenues and expenses.

(g)     "ClubCorp" means ClubCorp Inc.

(h)     "ClubCorp Plan" means this document, and all appendices, as amended from
time to time by the Committee or the Company, and which supersedes all prior
compensation plans.

(i)     "Committee"  means  the  committee,  appointed  pursuant to Section 5.1,
which  shall  administer this ClubCorp Plan in accordance with Article V hereof.

(j)     "Common Stock" means the common stock of ClubCorp authorized prior to or
after  the  effective  date  of  the ClubCorp Plan, or any class into which such
common stock may hereafter be changed.

(k)     "Company" means ClubCorp.

(1)     "Disability"  means a physical or mental condition of a Participant that
results in the Participant's eligibility for long-term disability benefits under
the Company or an Employer's then existing long-term disability plan.

(m)     "Earned Compensation Scale" means the scale which defines the percentage
of  Total  Potential Compensation an eligible Participant could earn pursuant to
the  guidelines  set  forth  in the applicable appendices to this ClubCorp Plan.

(n)     "Earned  Variable  Compensation"  means the difference between the Total
Earned Compensation and the total Fixed paid to an eligible Participant pursuant
to the applicable appendix of the ClubCorp Plan.

(o)     "Employer" means each Affiliate who is designated by the Committee as an
Employer under this plan.

(p)     "Fixed"  means the fixed portion of Total Potential Compensation that is
payable  in  cash each payroll period to an eligible Participant pursuant to the
procedure set forth in the applicable appendices to the ClubCorp Plan.

(q)     "GOMD"  means the Total Operating Revenue minus Total Operating Expenses
plus net membership deposits as reflected on the Cash Flow Report.

(r)     "Participant"  means an employee of the Company or one of the Affiliates
who is designated by the Committee to become a Participant in the ClubCorp Plan.

(s)     "Restricted  Stock"  means Common Stock awarded to the Participant under
this  ClubCorp  Plan,  which  is subject to certain restrictions as described in
Section 4 hereof.

(t)     "Retirement"  means  a  termination  of  employment  which is treated as
normal  or early retirement pursuant to any qualified pension plan maintained by
the Company or an Employer.

(u)     "Share  Value"  means the fair market value of one share of Common Stock
determined  by  the Company using a formula based on certain financial measures.

(v)     "Stock  Award"  means  the portion of compensation payable in Restricted
Stock pursuant to the ClubCorp Plan.

(w)     "Termination  for Cause" is defined as termination of employment related
to  violation  of  a  policy  or  policies of the Company or any Employer, where
stated such violation may be grounds for termination.

(x)     "Total   Earned   Compensation"   is  defined  as  the  Total  Potential
Compensation  amount  multiplied by the Total Percentage Earned Compensation, or
as otherwise defined in an appendix to the ClubCorp Plan.

(y)     "Total  Operating  Expenses"  means  the total operating expenses of the
Company as defined in the Cash Flow Report.

(z)     "Total  Operating  Revenue"  means  the  total  operating revenue of the
Company as defined in the Cash Flow Report.

(aa)     "Total  Percentage  Earned"  means  the  percentage  of Total Potential
Compensation  that  an  eligible  Participant earns, as determined on the Earned
Compensation  Scale  in  accordance with the applicable appendix to the ClubCorp
Plan.

(bb)     "Total Potential Compensation" is the target total compensation payable
to  an  eligible  Participant  for  the year in question to be calculated as set
forth  in  the applicable appendix to this ClubCorp Plan, as may be amended from
time to time.

(cc)     "Variable   Compensation"   means  the  difference  between  the  Total
Potential  Compensation  and the total Fixed paid to an eligible Participant, in
accordance with the applicable appendix to the ClubCorp Plan.

(dd)     "Willful  Resignation"  is  defined  as  a resignation initiated by the
employee other than termination due to death or Disability.

2.2.     Gender and Number.  Except when otherwise indicated by the context, any
masculine  terminology  when  used  in the ClubCorp Plan, or any appendix, shall
also  include  the  feminine gender and the neuter gender, and the definition of
any term in the singular shall also include the plural.


                           Article III. Participation

3.1.     Participation.  Participation in this ClubCorp Plan shall be limited to
those employees of the Company or an Employer who are designated as Participants
for  a  given  calendar  year  by  the Committee. The Committee may elect not to
designate  any  Participants  for  a  calendar  year.  No  person  shall have an
automatic  right  to  he  selected  as  a Participant for any calendar year, and
selection as a Participant for one or more calendar years does not automatically
entitle  the  employee to become a Participant for any subsequent calendar year.


                          Article IV. Award and Payment

4.1.     Awards.  Awards  with  respect  to  a  particular Award Period shall be
determined  by  the  Committee  pursuant  to  the  procedures  summarized in the
attached  appendices.  Each  calendar year the procedure to be used to determine
Awards  will  be  established  by  the  Committee,  in  its sole discretion. The
application  of  such  procedures,  including  any  formula, modification of the
procedure  or  formula  from time to time and determination of the amount of any
and  all  Awards  is  within  the  sole  discretion  of  the  Committee.

4.2.    Vesting.  All  Cash  and  Stock  Award  amounts  are  fully  vested  and
nonforfeitable  from  the  Award  Date,  except  as otherwise provided for in an
appendix  to the ClubCorp Plan. Any Award to be paid under this ClubCorp Plan to
a  Participant  who  is  deceased  shall  be  paid  to the Participant's estate.

4.3.     Change  in Employment Status.  Notwithstanding anything to the contrary
contained  in this ClubCorp Plan, if a Participant who has been a Participant in
the  ClubCorp Plan for a least one day during the Award Period is terminated for
any  reason  other than Termination for Cause or Willful Resignation prior to an
Award Date, the Participant shall be entitled as of the Award Date to a pro rata
portion  (as  determined by the Committee) of the Award to which the Participant
would have been entitled if he had continued in employment until the Award Date.
The  prorated  Award  will  be one hundred percent (100%) vested as of the Award
Date  and  shall  be  paid  to  the  Participant  in cash as soon as practicable
following the Award Date. Any part of the prorated Award that would be otherwise
payable  as  shares  of  Restricted Stock will be paid in cash based on the most
recent Share Value determined by the Company.

4.4.     Change in Position.  Notwithstanding anything to the contrary contained
in  this  ClubCorp  Plan,  if  a  Participant  who has been a Participant in the
ClubCorp Plan for at least one day during the Award Period ceases to be eligible
to  continue  to  participate  in the ClubCorp Plan, but continues in employment
with  the  Company  or an Affiliate, thc Participant shall be entitled as of the
Award  Date  to a pro rata portion (as determined by the Committee) of the award
to  which  the  Participant  would  have  been  entitled  if he had continued in
employment  without  the  Change  in Position until the Award Date. The prorated
award  will  be  one  hundred percent (100%) vested as of the Award Date and any
part  of the prorated award deemed to be the Cash Award shall be paid in cash to
the Participant as soon as practicable following the Award Date. Any part of the
prorated  award  which is a Stock Award shall be awarded as shares of Restricted
Stock based on the most recent Share Value.

4.5.     Award  Payments.  Awards  will be paid in accordance with the terms and
conditions  of  the attached appendices to the ClubCorp Plan, as modified by the
provisions of this ClubCorp Plan.

4.6.     Stock  Awards.  If  a  Participant elects to receive his benefits under
this  ClubCorp  Plan  in  the  form  of  a  Stock Award, the number of shares of
Restricted Stock the Participant can receive will be determined by the Committee
pursuant  to  the  procedure  or formula set forth on the applicable appendix to
this  ClubCorp  Plan.  As  soon  as  practicable  following  the Award Date, the
Committee shall issue to each Participant an Award letter documenting the number
of  whole  shares  of  Restricted  Stock  which  have  been  awarded  to, or, if
applicable, elected by the Participant. As soon as practicable following the end
of  the  calendar  year, the Committee shall cause the Company to deliver to the
Participant   a   certificate   representing   the   cumulative  number  of  the
Participant's vested whole shares of Restricted Stock for thc calendar year. All
shares  of  Restricted  Stock  awarded to Participants pursuant to this ClubCorp
Plan  (including  shares  received  by  the  holders  thereof as a result of any
adjustment  pursuant  to  Section  4.8)  shall  be  subject  to  the  following
restrictions:

(a)     The  Participant must sign a Stockholder Agreement containing such terms
and  conditions  as  the  Company  shall determine from time to time in its sole
discretion.

(b)     Pursuant  to  current  Company  policy (which may be changed at the sole
discretion of the Company), the Restricted Stock may not be sold for three years
following  the  end  of the calendar year during which it was awarded, except in
the  event  of  a  financial  hardship  as  described  in  Section  4.6(c).

(c)     Exceptions  to the holding requirements set forth in this section for an
event  of  a financial hardship will be considered by the Committee on a case by
case  basis and shall be subject to the hardship rules as set forth in 26 U.S.C.
401(k) (such as the purchase of a primary residence, payment of medical expenses
for  immediate  family,  post-secondary tuition and prevention of foreclosure or
eviction  from principal residence). The Participant shall be required to submit
a  letter  describing the financial hardship and supporting documentation to the
Committee  or  its  designee.  If  the  Committee  determines  that  the request
satisfies  the  401(k) hardship roles, the approved request will be forwarded to
the  Treasury  Department  of  ClubCorp  for processing. The Participant will be
instructed  to send the stock certificate and Sale of Stock memo to the Treasury
Department for purchase by ClubCorp at the most currently available Share Value.

(d)     The  Company may provide in the Stockholder Agreement for: (I) any other
restrictions  on  any  shares of Restricted Stock used pursuant to this ClubCorp
Plan as it may deem advisable, including, without limitation, restrictions based
on  market  appreciation  of Common Stock, increases in the revenues, sales, net
worth  or  net  earnings  of  the  Company  or  any Affiliate, division or other
component  thereof,  amendments  to  the ClubCorp Plan, or the attainment of any
other  business  or  financial  goal  of  the  Company  and  (II)  such  further
restrictions  as may be advisable to comply with law, including the requirements
of  the  Securities  Act of 1933, as amended, any stock exchange upon which such
share or shares of the same class are then listed and under any state securities
or other laws applicable to such shares.

4.7.     Nature  of  Obligations.  All  amounts payable under this ClubCorp Plan
shall  be  paid  as  a  general  obligation  of  the  Company or an Employer. No
Participant  shall  have  any right, title or interest whatever in or to, or any
preferred  claim  in  or to, any investment reserves, accounts or funds that the
Company or an Employer may purchase, establish or accumulate to aid in providing
the payments described in this ClubCorp Plan. Nothing contained in this ClubCorp
Plan,  and  no  action  taken  pursuant  to  its  provisions, shall create or be
construed  to create a trust or a fiduciary relationship of any kind between the
Company  or  any  Employer  and  a  Participant  or  any  other  person.

4.8.     Adjustments  to  Common  Stock.  In  the event of any share dividend on
Common Stock, any stock split, the issuance of rights to subscribe to additional
Common  Stock, or any recapitalization, merger, reorganization or combination of
the  Company, a fair and equitable adjustment, as determined by the Committee in
its  sole  discretion,  shall  be  made  in the number of shares of Common Stock
issued to the Participant.

4.9.     Tax  Withholding.  The Company or any Employer may withhold or cause to
be withheld from any Award payment any federal, state or local taxes required by
law  to  be withheld with respect to such payment and such sum as the Company or
an  Employer  may  reasonably estimate as necessary to cover any taxes for which
the  Company  or an Employer may be liable and which may be assessed with regard
to such payment.

4.10.     Nontransferability.  No  Participant  shall  have any rights by way of
anticipation  or  otherwise to assign or otherwise dispose of any interest under
this ClubCorp Plan.


                            Article V. Administration

5.1.     Administration   and   Appointment.   The   ClubCorp   Plan   shall  be
administered  by  the  person  or  persons  designated by the Board as Committee
members.  The Board may remove any Committee member at any time, with or without
cause,  and  may appoint successors to any removed or resigned members. There is
no  minimum  or  maximum  number  of  Committee  members.  In the absence of any
designated  individuals,  the  Board  shall  serve  as  the  Committee.

5.2.     Committee Authority.  The Committee shall have the right to execute all
powers  reserved to the Board of the Company by this ClubCorp Plan to the extent
delegated  in  writing  to  the Committee by the Board. The determination of the
Committee  as to any disputed questions of construction and interpretation shall
be   final,   binding   and   conclusive   upon  all  persons.  The  Committee's
determinations  as  to which employees shall become Participants in the ClubCorp
Plan  for a particular calendar year and the Awards made shall be final, binding
and  conclusive upon all persons. The Committee shall have the right to delegate
any  of  its powers or duties under the ClubCorp Plan and the person to whom any
such  powers or duties are delegated shall have the right to execute such powers
or  duties.

5.3.     Expenses.  The  expenses  of  administering  the ClubCorp Plan shall be
borne by the Employers.

5.4.     Indemnification  and  Exculpation.    The  members  of  the  Committee,
officers,   directors   and   employees   of  the  Company  and  the  Affiliates
("Indemnities")  shall be indemnified and held harmless by the Employers against
and  from any and all loss resulting from liability to which the Indemnities may
be  subjected  by  reason  of  any  act  or  conduct  (except  fraud,  willful,
intentional,  or reckless misconduct) including all expenses reasonably incurred
in  their  defense  in  ease  the  Employers  fail  to  provide  such  defense.


                  Article VI. Merger, Amendment and Termination

6.1.     Merger,  Consolidation  or  Acquisition.  In  the  event  of  a merger,
consolidation or acquisition where the Company is not the surviving corporation,
unless  the  successor  or  acquiring  corporation  shall elect to terminate the
ClubCorp Plan, this ClubCorp Plan shall continue.

6.2.     Amendment and Termination.  The Company expressly reserves the right to
amend  the  ClubCorp Plan at any time and in any manner, including the making of
retroactive  amendments,  and  the  right  to terminate the ClubCorp Plan at any
time; provided, however, that in the event of an amendment or termination of the
ClubCorp  Plan,  Awards previously awarded by the Committee shall continue to be
obligations of the Company and the Employers and shall be paid as provided under
Section 4.2 hereof except as may be prohibited by or as necessary to comply with
any applicable law.


                           Article VII. Miscellaneous

7.1.     Severability.  In  the  event any provisions of the ClubCorp Plan shall
be  held  invalid  or illegal for any reason, any illegality or invalidity shall
not affect the remaining parts of the ClubCorp Plan, but the ClubCorp Plan shall
be  construed and enforced as if the illegal or invalid provision had never been
inserted,  and  the  Company shall have the privilege and opportunity to correct
and  remedy  such questions of illegality or invalidity by amendment as provided
in  the  ClubCorp  Plan.

7.2.     Applicable  Law.  This ClubCorp Plan shall be governed and construed in
accordance with the laws of the State of Texas.

7.3.     ClubCorp Plan Not an Employment Contract.  This ClubCorp Plan is not an
employment  contract.  It  does not give any person the fight to be continued in
employment,  and  all  employees  remain  subject to change of salary, transfer,
change  of  job, discipline, layoff, discharge or any other change of employment
status.


                    Article VIII. Participation By Employers

8.1.     Adoption  of ClubCorp Plan by Affiliate.  Any Affiliate, whether or not
presently  existing,  may  adopt  this  ClubCorp  Plan  with  the consent of the
Company.

8.2.     Rights  and  Obligations  of  the Company and the Employers. Throughout
this instrument, a distinction is purposely drawn between rights and obligations
of  the  Company and the rights and obligations of the Employers. The rights and
obligations  specified  as  belonging  to the Company shall belong solely to the
Company.  Any  failure  by an Employer to fulfill its own obligations under this
ClubCorp Plan shall have no effect upon any other Employer.

8.3.     Withdrawal  from  ClubCorp  Plan.  Any  Employer  may withdraw from the
ClubCorp  Plan  upon  giving  the  Company  at  least sixty (60) days' notice in
writing  of  its  intention  to  withdraw.  Such  withdrawal shall terminate all
obligations of the withdrawn Employer under the ClubCorp Plan as of the date the
Company  accepts  the  Employer's withdrawal. An Employer may withdraw from this
ClubCorp  Plan  without affecting any other Employer; provided, however, that in
the  event of a withdrawal by an Employer, obligations of that Employer, as well
as  the  Company  and  the  remaining Employers, if any, as to Awards previously
awarded  by  the Committee, pursuant to Section 4.1 hereof, shall continue to be
obligations of the Company and the Employers, including the withdrawing Employer
and  shall  be  paid  as  provided  under  Section  4.5  hereof except as may be
prohibited by or as necessary to comply with any applicable law.

IN  WITNESS WHEREOF, ClubCorp, Inc. has caused this instrument to be executed on
this  31  day  of  January,  2000.
      --           -------

                              CLUBCORP, INC.

                              By:      /s/Robert H. Dedman, Jr.
                                       ------------------------

                              Title:   President  and  Chief Executive Officer
                                       ---------------------------------------


                 APPENDIX A: CLUBCORP MANAGER COMPENSATION PLAN

                                 I. PLAN DESIGN

A.     Relationship  to  the  ClubCorp Plan.  This ClubCorp Manager Compensation
Plan  (the  "Manager  Plan")  is  a  part  of  and  is governed by the terms and
conditions  of  the  ClubCorp Plan. All terms which are initially capitalized in
the  Manager Plan and are not defined in the Manager Plan, have the same meaning
as  the  terms defined in the ClubCorp Plan. All provisions of the ClubCorp Plan
apply except to the extent they directly conflict with the terms of this Manager
Plan.

B.     General  Plan  Description.  The  Manager  Plan  is designed to encourage
focus  on  the critical elements of the Club Manager position (as defined on the
performance  evaluation  form)  and to recognize and reward unit level financial
and  qualitative  performance.  The Manager Plan consists of two components, the
Target  Plan  and  the  Partner Plan. Financial performance for most managers is
measured  by  GOMD  performance  under  the Partner Plan. The Partner Plan is an
annual ClubCorp Plan and earnings are distributed once a year. In development or
redevelopment  clubs  and  in  some  cases  management agreement clubs, specific
financial  targets  are  established as the measure of financial performance and
this  approach  is  referred to as the Target Plan. The Target Plan is an annual
ClubCorp   Plan   and   earnings   are  distributed  annually.  Total  Potential
Compensation  targets  are established for both the Target and the Partner Plans
by  evaluating  the market value and complexity of the position, the size of the
property,  and  the  earnings history achieved at each property. Earned Variable
Compensation  is  distributed  to Participants in the form of Cash Awards and/or
Stock Awards.

C.     Eligibility.  All Club Managers, to the extent designated as Participants
pursuant  to  Section 3.1 of the ClubCorp Plan, shall participate in the Manager
Plan, subject to the terms and conditions of the ClubCorp Plan.


                         II. COMPONENTS OF COMPENSATION

A.     Total  Potential  Compensation  consists of two components, the Fixed and
Variable Compensation.

B.     Total  Earned  Compensation equals the percentage of compensation that is
earned  based  on  unit  financial  performance,  modified  by the rating of the
performance  evaluation.  Total  Earned Compensation will generally equal 68% to
120% of Total Potential Compensation.

C.     Overachievement  is  earned by an increase in the amount of GOMD produced
or   exceeding   financial  targets,  and  receiving  consistent  above  average
performance  ratings.  For  the  Partner  Plan,  Total Potential Compensation is
defined  as  a  percentage  of  GOMD.  For  the  Target  Plan,  Total  Potential
Compensation  is  the sum of the established Fixed and the Variable Compensation
associated with each financial target.


                 III. PERFORMANCE EVALUATIONS AND AWARD AMOUNTS

Performance  evaluations  are  completed  once  a  year.  Performance  measures
generally  include  member  relations,  employee partner relations and financial
partner expectations. The performance rating determines the percentage of earned
Total Potential Compensation. The performance and earnings scale is shown on the
example  of  the Partner Plan approach below. As soon as practical following the
close  of  each  Award  Period,  the Committee shall determine the amount of the
Total  Earned  Compensation,  if any, to which each Participant is entitled with
respect to such Award Period.


                                IV. DISTRIBUTION

The  Fixed  compensation  is  paid in cash, each payroll period. Earned Variable
Compensation  will  be  paid  as a Cash Award and as a Stock Award to the extent
elected  by  the  Participant  in  accordance with procedures established by the
Committee.  The  percentage  of  Earned  Variable  Compensation  to  be  paid in
Restricted  Stock  will  be  elected  annually  by the Club Manager. The elected
percentage  can  be  0%  to  100%,  in 10% increments. No partial shares will be
issued.


                              V. CAPITAL EXPANSIONS

The  calculation  of  all Awards made pursuant to the Manager Plan is subject to
modification  intended  to  reflect  the  appropriate  return  on  the  capital
expansion.  Capital  expansions  axe  expected  to  generate  a  20%  return  on
investment  for the life of the project, with a minimum of 12% return each year.
The  partner  percentage is modified by calculating the expected return from the
expansion  (the percentage to be determined by the V.P. but in no case less than
12%),  and  adjusting the partner percentage accordingly. The targeted amount of
the established Total Potential Compensation will remain unchanged.

EXAMPLE
<TABLE>
<CAPTION>

    Capital Expansion Detail        Partner Plan Comp Detail
----------------------------------  ------------------------
<S>                    <C>          <C>          <C>
                                    Original     Modified
                                    -----------  -----------
Expansion Cost         $1,000,000
Cost of Capital                12%
Expected Return        $  120,000
GOMD                                $1,000,000   $1,120,000
Total Potential Comp                $  100,000   $  100,000
Total Partner %                             10%         8.9%
</TABLE>

Capital  Replacements.  When  actual capital replacement expenditure exceeds the
established  capital  reserve  or  budget,  the  excess capital spending will be
reflected as a reduction to the GOMD.

PARTNER PLAN EXAMPLE

The  Partner  Plan  is an annual plan. Performance is evaluated annually and the
year-end  performance  rating  is  applied  to  determine  the  Manager's Earned
Variable Compensation.

ANNUALIZED GOMD & POTENTIAL COMPENSATION
----------------------------------------

Annual GOMD                               $800,000
Total Potential Compensation 10% GOMD     $ 80,000
Fixed                                     $ 60,000
Variable                                  $ 20,000


PERFORMANCE EVALUATION EARNINGS SCALE
-------------------------------------
<TABLE>
<CAPTION>

<S>        <C>                <C>     <C>
 Ratings       % Earned       Rating  % Earned
---------  -----------------  ------  ---------
Below 2.4  Draw (Fixed Only)    3.70        94%
2.40                     68%    3.80        96%
2.50                     70%    3.90        98%
2.60                     72%     4.0       100%
2.70                     74%    4.10       102%
2.80                     76%    4.20       104%
2.90                     78%    4.30       106%
3.0                      80%    4.40       108%
3.10                     82%    4.50       110%
3.20                     84%    4.60       112%
3.30                     86%    4.70       114%
3.40                     88%    4.80       116%
3.50                     90%    4.90       118%
3.60                     92%     5.0       120%
</TABLE>

The performance rating determines the percentage of Total Potential Compensation
earned.  For example, a performance rating of 3.5 results in a layout of 90%. To
apply  this to calculate actual earnings, multiply 90% times the Total Potential
Compensation.  After  calculating  the  total  compensation earned, subtract the
Fixed  amount  to  determine  the  amount  of  the  Variable  Compensation.

Example Calculation of Annual Earnings
--------------------------------------

GOMD, period 1 to 13          $770,000

Annual Performance Period
---------------------------

Total Potential               $ 77,000 (10%  GOMD)
Total Earned Compensation     $ 69,300
Fixed Pay                     $ 60,000
Earned  Variable              $  9,300

Example Distribution
--------------------

The  Manager  elected to have 20% of variable compensation paid in stock and 80%
paid  in  cash.  The  number  of  shares  issued is determined at the end of the
performance  period  at  the  then  current stock price. Certificates are issued
annually as soon as administratively possible.

Earned Variable Cash  (80%) $7,440
Earned Variable Stock (20%) $1,860

TARGET  PLAN  EXAMPLE

The  Target  Plan  is an annual plan. Financial measures are determined based on
the  critical  business  needs  of  a particular unit. For example, where member
enrollments  and  GOP improvement is critical, financial targets may be based on
Initiation  Deposit  (ID)  plans  and  Gross  Operating  Profit  (GOP)  targets.
Performance is evaluated annually and the year-mad performance rating is applied
to  financial  performance  levels  to  determine  the Manager's Earned Variable
Compensation.  Performance measures generally include member relations, employee
partner relations and financial partner expectation.


                APPENDIX B. OFF-SITE OPERATIONS COMPENSATION PLAN

                                 I. PLAN DESIGN

A.     Relationship to the ClubCorp Plan.  This Off-Site Operations Compensation
Plan ("Off-Site Plan") is part of and is governed by the terms and conditions of
the  ClubCorp Comprehensive Compensation Plan ("ClubCorp Plan"), All terms which
are  initially  capitalized  in  the  Off-Site  Plan  and are not defined in the
Off-Site  Plan  have the same meaning as the terms defined in the ClubCorp Plan.
All  provisions  of  the  ClubCorp Plan apply except to the extent they directly
conflict with the terms of this Off-Site Plan.

B.     General  Plan  Description.  Total  Potential  Compensation  targets  are
established  by  the  Committee  for  the  off-site  positions by evaluating the
responsibilities,  complexity and impact of each job, internal equity and market
competitive  information.  Specific  financial  targets  are  established as the
measure  of  financial  performance.  Qualitative  performance  is  based on the
results   of   a   documented  performance  appraisal.   Total  Earned  Variable
compensation  is  distributed  to Participants in the form of Cash Awards and/or
Stock  Awards.  The  Off-Site  Plan  is an annual ClubCorp Plan and earnings are
distributed annually.

C.     Eligibility.  All  off-site operations staff, to the extent designated as
Participants  pursuant to Section 3.1 of the ClubCorp Plan, shall participate in
the  Off-Site  Plan,  subject  to the terms and conditions of the CIubCorp Plan.


                          II. COMPONENTS OF COMPENSATION

A.     Total  Potential  Compensation  consists of two components, the Fixed and
Variable Compensation.

B.     Total  Earned  Compensation equals the amount earned based on achievement
of  financial targets plus the amount earned based on the individual performance
rating.

C.     Overachievement,  if  applicable,  is  defined  on  the variable earnings
scale.

D.     Minimum  targets  for  the  individual  target  and  at  least one of the
financial targets must be achieved to qualify for any payout.


                                III. DISTRIBUTION

Fixed  Compensation  is  paid  in  cash,  each  payroll  period. Earned Variable
Compensation  will  be  paid  as a Cash Award and as a Stock Award to the extent
elected  by  the  Participant  in  accordance with procedures established by the
Committee.  The  percentage  of  Earned  Variable  Compensation  to  be  paid in
Restricted  Stock  will  be  elected  annually  by  the Participant. The elected
percentage  can  be  0%  to  I00%,  in 10% increments. No partial shares will be
issued.


                       APPENDIX C: CORPORATE COMPENSATION PLAN

                                 I. PLAN DESIGN

A.     Relationship to the ClubCorp Plan.  This ClubCorp Corporate Comprehensive
Compensation  Plan  (the  "Corporate  Plan") is a part of and is governed by the
terms  and conditions of the ClubCorp Comprehensive Compensation Plan ("ClubCorp
Plan").  All terms which are initially capitalized in the Corporate Plan and are
not  defined in the Corporate Plan have the same meaning as the terms defined in
the  ClubCorp  Plan.  All  provisions  of  the ClubCorp Plan apply except to the
extent  they  directly  conflict  with  the terms of this Corporate Compensation
Plan.

B.     General  Plan  Description.  Total  Potential  Compensation  targets  are
established  by  the  Committee  for  the  corporate  management  positions  by
evaluating  the  responsibilities,  complexity  and impact of each job, internal
equity  and  market  competitive  information.  Specific  financial  targets are
established  as the measure of financial performance. Qualitative performance is
based  on  the  results  of  a  documented  performance  appraisal. Total Earned
Variable  compensation is distributed to Participants in the form of Cash Awards
and/or  Stock Awards. The Corporate Plan is an annual ClubCorp Plan and earnings
are distributed annually.

C.     Eligibility.  All corporate management staff, to the extent designated as
Participants  pursuant to Section 3.1 of the ClubCorp Plan, shall participate in
the Corporate Plan, subject to the terms and conditions of the ClubCorp Plan.


                         II. COMPONENTS OF COMPENSATION

A.     Total  Potential  Compensation  consists of two components, the Fixed and
Variable Compensation.

B.     Total  Earned  Compensation equals the amount earned based on achievement
of  financial targets plus the amount earned based on the individual performance
rating.

C.     Over achievement - defined on the variable earnings scale, if applicable.

D.     Minimum  targets  for  the  individual  target  and  at  least one of the
financial targets must be achieved to qualify for any payout.


                                III. DISTRIBUTION

Fixed  Compensation  is  paid  in  cash,  each  payroll  period. Earned Variable
Compensation  will  be  paid  as a Cash Award and as a Stock Award to the extent
elected  by  the  Participant  in  accordance with procedures established by the
Committee.  The  percentage  of  Earned  Variable  Compensation  to  be  paid in
Restricted  Stock  will  be  elected  annually  by  the Participant. The elected
percentage  can  be  0%  to  100%,  in 10% increments. No partial shares will be
issued.