First Amendment to the ClubCorp Employee Stock Ownership Plan



 Exhibit 10.28 
 FIRST AMENDMENT TO THE 
 CLUBCORP EMPLOYEE STOCK OWNERSHIP PLAN 
 This Amendment is made generally effective as of January 1, 2003, by ClubCorp, Inc., a Delaware corporation, formerly ClubCorp International, Inc.
(“ClubCorp”). 
 WITNESSETH: 
 WHEREAS, ClubCorp maintains the ClubCorp Employee Stock Ownership Plan (“ESOP”); 
 WHEREAS, ClubCorp amended and restated the ESOP, effective January 1, 2001; 
 WHEREAS, ClubCorp most recently
amended and restated the ESOP, effective July 1, 2003; 
 WHEREAS, ClubCorp now desires to amend the ESOP to add the new minimum
distribution rules required under Section 401(a)(9) of the Internal Revenue Code of 1986, as amended; and 
 WHEREAS, the ESOP
may be amended by ClubCorp pursuant to the provisions of Article 15 of the ESOP. 
 NOW, THEREFORE, the ESOP is amended as follows,
effective as of January 1, 2003: 
 1. Section 11.03 of the ESOP is amended by adding the following new sentence to the end of existing
Section 11.03(3) of the ESOP, as follows: 
 “Notwithstanding any of the above, the minimum distribution requirements for Plan Years
beginning on or after January 1, 2003 will be handled in accordance with the provisions of Section 11.08 of this Plan.” 
 3. Article
11 of the ESOP is amended by adding the following new Section 11.08 to the end of existing Article 11 of the ESOP, as follows: 
 “11.08 Minimum Distribution Requirements for Plan Years Beginning On or After January 1, 2003. 
 11.08(1) General Rules 
 (a) Effective Date. The provisions of this Section 11.08 will apply for
purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year. 
 (b)
Precedence. The requirements of this Section 11.08 will take precedence over any inconsistent provisions of the Plan. 







 (c) Requirements of Treasury Regulations Incorporated. All distributions required under
this Article XI will be determined and made in accordance with the Treasury Regulations under Section 401(a)(9) of the Code. 
 (d) TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Article XI, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity
and Fiscal Responsibility Act (“TEFRA”) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA. 
 11.08(2) Time and Manner of Distribution 
 (a) Required Beginning Date. The Participant’s entire interest will
be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date. 
 (b) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows: 
 (i) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, then distributions to the surviving
spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 701/2, if later.

 (ii) If the Participant’s surviving spouse is not the Participant’s sole designated Beneficiary, then
distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. 
 (iii) If there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the
Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. 
 (iv) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary and the surviving spouse dies after
the Participant but before distributions to the surviving spouse begin, this Section 11.08(2)(b), other than Section 11.08(2)(B)(i), will apply as if the surviving spouse were the Participant. 
 (v) For the purposes of Section 11.08(2)(b), the Participant or Beneficiaries may elect on an individual basis whether the

 For purposes of this Section 11.08(2)(b) and Section 11.08(4), unless
Section 11.08(2)(b)(iv) applies, distributions are considered to begin on the Participant’s Required Beginning Date. If Section 11.08(2)(b)(iv) applies, 








 
distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 11.08(2)(b)(i). If
distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving spouse before the date distributions are
required to begin to the surviving spouse under Section 11.08(2)(b)(i)), the date distributions are considered to begin is the date distributions actually commence. 
 (c) Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance
company or in a single sum on or before the Required Beginning Date, as of the first Designated Beneficiary, distributions will be made in accordance with Sections 11.08(3) and 11.08(4) of this Article XI. If the
Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury Regulations.

 11.08(3) Required Minimum Distributions During Participant’s Lifetime. 
 (a) Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant’s lifetime, the minimum
amount that will be distributed for each Designated Beneficiary is the lesser of: 
 (i) the quotient obtained by dividing
the Participant’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s age as of the Participant’s birthday in the
Designated Beneficiary; or 
 (ii) if the Participant’s sole designated Beneficiary for the Designated Beneficiary is
the Participant’s spouse, the quotient obtained by dividing the Participant’s Account Balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the
Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the Designated Beneficiary. 
 (b) Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Section 11.08(3) beginning with the first
Designated Beneficiary and up to and including the Designated Beneficiary that includes the Participant’s date of death. 
 11.08(4)
Required Minimum Distributions After Participant’s Death. 
 (a) Death On or After Date Distributions Begin. 

(i) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is









 
a designated Beneficiary, the minimum amount that will be distributed for each Designated Beneficiary after the year of the Participant’s death is
the quotient obtained by dividing the Participant’s Account Balance by the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant’s designated Beneficiary, determined as follows:

 The Participant’s remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for
each subsequent year. 
 If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, the remaining Life
Expectancy of the surviving spouse is calculated for each Designated Beneficiary after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For Designated Beneficiarys after
the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one
for each subsequent calendar year. 
 If the Participant’s surviving spouse is not the Participant’s sole designated Beneficiary,
the designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year. 
 (ii) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated Beneficiary
as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each Designated Beneficiary after the year of the Participant’s death is the quotient obtained by dividing the
Participant’s Account Balance by the Participant’s remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. 
 (b) Death Before Date Distributions Begin. 
 (i) Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each Designated
Beneficiary after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the remaining Life Expectancy of the Participant’s designated Beneficiary, determined as provided in
Section 11.08(4)(a). 
 (ii) No Designated Beneficiary. If the Participant dies before the date distributions
begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s death. 







 (iii) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to
Begin. If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the
surviving spouse under Section 11.08(2)(b)(i), this Section 11.08(4)(b) will apply as if the surviving spouse were the Participant. 
 (c) Election to Allow a Designated Beneficiary Receiving Distributions Under 5-Year Rule to Elect Life Expectancy Distributions. A designated Beneficiary who is receiving payments under the 5-year rule may make a new
election to receive payments under the Life Expectancy rule until December 31, 2003, provided that all amounts that would have been required to be distributed under the Life Expectancy rule for all Designated Beneficiarys before 2004 are
distributed by the earlier of December 31, 2003 or the end of the 5-year period. 
 11.08(5) Election to Allow Participants or
Beneficiaries to Elect 5-Year Rule. Notwithstanding anything to the contrary, Participants or Beneficiaries may elect, on an individual basis, whether the 5-year rule in Section 11.08(2)(b) or the Life Expectancy rule in
Section 11.08(4)(b) applies to distributions after the death of a Participant who has a designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be
required to begin under Section 11.08(2)(b), or by September 30 of the calendar year which contains the fifth anniversary of the Participant’s (or, if applicable, surviving spouse’s) death. If neither the Participant nor
Beneficiary makes an election under this Section 11.08(5), distributions will be made in accordance with Sections 11.08(2)(b) and 11.08(4)(b) and, if applicable, the elections in Section 11.08(2) above. 
 11.08(6) Definitions. 
 (a)
“Designated Beneficiary.” The individual who is designated as the Beneficiary under the Plan and is the designated Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.

 (b) “Distribution Calendar Year.” A calendar year for which a minimum distribution is required. For
distributions beginning before the Participant’s death, the first Designated Beneficiary is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning
after the Participant’s death, the first Designated Beneficiary is the calendar year in which distributions are required to begin under Section 11.08(2)(b). The required minimum distribution for the Participant’s first
Designated Beneficiary will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other Designated Beneficiarys, including the required minimum distribution for the Designated Beneficiary in which
the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that Designated Beneficiary. 







 (c) “Life Expectancy.” Life Expectancy as computed by use of the Single Life
Table in Section 1.401(a)(9)-9 of the Treasury Regulations. 
 (d) “Participant’s Account Balance.” The
Account balance as of the last Valuation Date in the calendar year immediately preceding the Designated Beneficiary (valuation calendar year) increased by the amount of any contributions made and allocated or Forfeitures allocated to the Account
balance as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. The Account balance for the valuation calendar year includes any amounts rolled
over or transferred to the Plan either in the valuation calendar year or in the Designated Beneficiary if distributed or transferred in the valuation calendar year.” 
 IN WITNESS WHEREOF, the Company has executed this First Amendment to the ESOP in multiple copies on this 14th day of October, 2003, to be effective as set forth herein. 
  

			
	CLUBCORP, INC.
		
	By:	 	 /s/ John Longstreet

	Title:	 	SVP, People Strategy