<PAGE>   1

                                                                   EXHIBIT 10(W)


                             SEA PINES COUNTRY CLUB

                     THIRD CLARIFICATION OF MEMBERSHIP PLAN





         This THIRD CLARIFICATION OF MEMBERSHIP PLAN DOCUMENTS (the "Third
Clarification"), is made as of this 30th day of April, 1996, by and between SEA
PINES COMPANY, INC. (formerly known as Sea Pines Plantation Company, Inc.), a
South Carolina corporation (the "Company") and SEA PINES COUNTRY CLUB, INC., a
South Carolina not-for-profit corporation (the "Club").


                      STATEMENT OF BACKGROUND INFORMATION

         A.      The Company and the Club executed a Subscription Agreement
dated as of August 4, 1989 (the "Subscription Agreement"); and

         B.      The Subscription Agreement is part of the equity membership
materials establishing the equity membership program at Sea Pines Country Club
dated August 4, 1989 (the Subscription Agreement and the other equity membership
materials are collectively referred to as the "Plan Documents"); and

         C.      The Company and the Club have executed a First Clarification
of Membership Plan Documents dated October 9, 1989 (the "First Clarification")
and a Second Clarification of Membership Plan Documents dated June 1, 1994 (the
"Second Clarification") modifying certain terms of the Plan Documents; and

         D.      The Company and the Club desire to further modify certain terms
of the Plan Documents as hereinafter set forth.


                             STATEMENT OF AGREEMENT

         In consideration of the foregoing premises and the mutual covenants
herein contained, the parties intending to be legally bound agree that the Plan
Documents are modified as follows:

         1.      DEFINITION OF TERMS. All of the defined terms used in this
Third Clarification shall have the same meaning as defined in the Plan
Documents.

         2.      ELECTION OF BOARD OF DIRECTORS OF THE CLUB BY THE EQUITY
MEMBERS. The parties hereto agree that the second paragraph in the Section
entitled "Board of Governors" which appears on page 12 of the Plan for the
Offering of Memberships, shall be deleted in its entirety and replaced with the
following:

                 Not more than sixty (60) days prior to the Turnover Date, the
                 Equity Members shall elect twelve (12) Equity Members to serve
                 as the Board of Directors of the Club commencing on the
                 Turnover Date. The twelve (12) members elected by the Equity
                 Members shall work with the Board of Governors until the
                 Turnover Date. On the Turnover Date, the members of the Board
                 of Directors of the Club previously appointed by the Company
                 shall resign and the twelve (12) members elected by the Equity
                 Members shall become the Board of Directors of the Club
                 commencing on the Turnover Date. The Equity Members shall
                 designate four (4) members who shall serve on the Board of
                 Directors commencing on the Turnover Date for three (3) years,
                 four (4) members who shall serve on the Board of Directors
                 commencing





<PAGE>   2

                 on the Turnover Date for two (2) years, and four (4) members
                 who shall serve on the Board of Directors commencing on the
                 Turnover Date for one (1) year. Each year after the Turnover
                 Date, the Equity Members shall elect four (4) members to the
                 Board of Directors of the Club who shall serve for three (3)
                 year terms. The Board of Governors will terminate on the
                 Turnover Date.

       3.     NON-EQUITY SOCIAL/TENNIS MEMBERSHIP PRIVILEGES IN THE CLUB.
Effective as of February 20, 1996, the Club began making available a new
category of membership known as a "Social/Tennis Membership". The Social/Tennis
Membership is a non-equity membership and does not entitle the member to any
equity or ownership interest in the Club or the Club Facilities and does not
permit voting privileges on any matters. The Social/Tennis Membership permits
the Social/Tennis Member to select either social dues or tennis dues. In the
event the Social/Tennis Member elects social dues, then the member will be
permitted to use all of the pool, dining and social facilities of the Club. In
addition, these members may use the golf and tennis facilities of the Club six
times each per membership year, shall have a seven-day sign-up privilege to
reserve golf tee times and tennis court times and shall pay greens fees, golf
cart fees and court fees for use of the golf and tennis facilities. In the
event the Social/Tennis Member elects tennis dues, then the member will be
permitted to use the tennis facilities of the Club with a seven-day sign-up
privilege to reserve tennis court times and will not be charged court fees.
These members may also use the golf facilities of the Club twelve times per
membership year and shall have a seven-day sign-up privilege to reserve golf
tee times and shall pay greens fees and golf cart fees.

       Social/Tennis Membership is available to persons who own a residential
lot or family dwelling unit in Sea Pines Plantation who are approved for
membership in the Club. In order to obtain a Social/Tennis Membership in the
Club, a prospective member must make application for membership, pay the
required non-refundable membership fee and be approved for membership.
Social/Tennis Members shall pay a non-refundable membership fee, dues, fees and
other charges incurred at the Club. The membership fee paid by a Social/Tennis
Member is not refundable under any circumstances unless the prospective member
is not approved for membership. In addition, the Social/Tennis Membership is not
transferable and shall terminate upon resignation of membership privileges,
death of the Social/Tennis Member and any surviving spouse, or such earlier date
in accordance with the terms of the Plan Documents. Social/Tennis Memberships
may not be upgraded to an Equity Membership in the Club and are not currently
available to current or past Equity Members of the Club.

       4.     ACCOUNTING FOR MEMBERSHIP PROCEEDS AND NUMBER OF FULL EQUITY
MEMBERSHIPS REMAINING TO BE SOLD BY THE COMPANY. The parties hereto agree to set
out below the method by which the Company and the Club will account for the
proceeds to be paid in connection with the issuance of both previously unissued
and resigned Equity Memberships, Social/Tennis Memberships and Equity
Memberships in which the member elects to pay the required membership
contribution in non-refundable installments. Until the initial issuance of all
of the remaining Equity Memberships to be sold by the Company, the parties
hereto agree that all proceeds paid for the issuance of both previously unissued
and resigned Equity Memberships, Social/Tennis Memberships and Equity
Memberships to persons who elect to pay the required membership contribution in
installments shall be paid to the Company. Once the Company has collected a





<PAGE>   3

cumulative amount of membership proceeds from the issuance of Social/Tennis
Memberships, non-refundable installment payments received from the issuance of
Equity Memberships and the issuance of both previously unissued and resigned
Equity Memberships to those persons who have paid the entire membership
contribution in full upon making application for membership, equal to the
membership contribution then charged by the Company for an Equity Membership,
the Company shall pay to the Club the membership contribution then charged for
an Equity Membership, provided, however, the Company and the Club are in the
period of time in which resigned Equity Memberships are being reissued from the
resigned membership list as further described in Section 9 herein. In addition,
the Company shall deduct from its payment to the Club any amount which the
Company is entitled to be paid as a result of the total credit received by a
particular member at the time the Equity Membership was acquired exceeds the
initiation fee actually paid by that particular member, if any, as further
described in Section 13 of that certain Agreement to Turnover Management and
Control between the Company and the Club dated April 30, 1996 and further
described on Exhibit K of that agreement. Upon receipt of this amount from the
Company, the Club shall have the responsibility to repay the appropriate amount
in accordance with the Plan Documents to the next resigned Equity Member whose
resigned Equity Membership is being reissued by the Club and the difference
between the amount received from the Company and the amount repaid to the
resigned Equity Member by the Club shall be retained by the Club in accordance
with the Plan Documents.

       During the period of time that previously unissued memberships from the
Company are being issued in accordance with Section 9 herein, the Company and
the Club hereto agree that the number of Full Equity Memberships remaining to be
sold by the Company shall be reduced by one each time the cumulative amount of
membership fees collected and paid to the Company from the issuance of
Social/Tennis Memberships, non-refundable membership fees collected from the
issuance of Equity Memberships to persons who have elected to pay the membership
contribution on an installment basis and the membership contributions paid for
the issuance of Equity Memberships by those persons who have paid the entire
membership contribution in full upon making application for membership, equal
the current membership contribution charged by the Company for an Equity
Membership. In other words, assuming the current membership contribution for an
Equity Membership is $27,000 and the non-refundable membership fee for a
Social/Tennis Membership is $9,000, and the first non-refundable installment due
by those persons purchasing an Equity Membership on an installment basis is
$11,000, then upon the issuance of two Social/Tennis Memberships and payment to
the Company of $18,000 (two Social/Tennis Memberships x $9,000 each) and the
issuance of one Equity Membership to a person who electes to pay the required
membership contribution on an installment basis and pays to the Company the
first non-refundable installment of $11,000, then the number of Equity
Memberships remaining to be sold by the Company shall be reduced by one. The
parties hereto acknowledge and agree that this procedure of reducing the number
of Equity Memberships to be sold by the Company upon receipt of the appropriate
amounts only applies during that period of time in which previously unissued
Equity Memberships are being issued to prospective members in accordance with
Section 9 herein.

       The parties hereto further agree that once the Company has received
membership proceeds from the issuance of all of the memberships permitted to be
sold by the Company and the Company no longer has Equity Memberships for sale,
then the proceeds paid thereafter for any type of membership in the Club shall





<PAGE>   4

be paid directly to the Club and the Club shall repay the required amounts upon
reissuance of the resigned Equity Memberships in accordance with the Plan
Documents.

       5.     MEMBERSHIP CONTRIBUTION/FEE FOR MEMBERSHIPS IN THE CLUB. The
parties hereto acknowledge and agree that persons desiring to be Equity Members
of the Club will be required to pay a membership contribution set forth in their
Membership Purchase Agreement and those persons desiring a Social/Tennis
Membership shall be required to pay a non-refundable membership fee set forth in
their Application for Social/Tennis Membership Privileges. Until the initial
sale of all Equity Memberships permitted to be sold by the Company, the Company
will establish the required membership contribution for Equity Memberships and
the non-refundable membership fee for Social/Tennis Memberships and the manner
of payment of these fees. After the initial sale of all Equity Memberships
permitted to be sold by the Company, the Board of Directors of the Club will
establish the membership contribution for Equity Memberships and the
non-refundable membership fee for Social/Tennis Memberships and the manner of
payment of the required membership contribution or membership fee.

       6.     USE OF FOUR HARBOUR TOWN RACQUET CLUB TENNIS COURTS. The parties
hereto agree that the paragraph appearing on page 4 of the Plan for the
Offering of Memberships entitled "Use of Four of the Harbour Town Racquet Club
Tennis Courts" and the second paragraph of the section entitled "Tennis Dues
Plan" appearing on page C-9 of Exhibit C to the Plan for the Offering of
Memberships shall be deleted in its entirety and replaced with the following:

              In addition to the tennis facilities owned by the Club, the
              Company may reserve up to four tennis courts at the Harbour Town
              Racquet Club for use by those members who have selected the
              annual tennis dues plan.  The Company will periodically evaluate
              the use of these tennis courts by members of the Club and has
              retained the right to reduce the number of reserved tennis courts
              at the Harbour Town Racquet Club from time to time based upon use
              by members of the Club. The Club shall pay to the Company an
              amount equal to twenty-five percent (25%) of the dues charged an
              annual dues plan for each member selecting an annual tennis dues
              plan. The Club shall pay these amounts to the Company within
              twenty days after the beginning of each dues period in which dues
              are paid by members of the Club and immediately upon receipt of
              such amounts if paid after the beginning of a dues period. In the
              event the Company reduces the number of tennis courts reserved at
              the Harbour Town Racquet Club, the parties hereto agree that the
              amount paid to the Company by the Club shall be reduced
              proportionately to the number of tennis courts reduced. In other
              words, if the Company reduces the number of reserved tennis
              courts from four to two then the amount paid to the Company by
              the Club shall be reduced by fifty percent (50%). Members
              selecting the annual tennis dues plan will be permitted unlimited
              play on the four tennis courts reserved at the Harbour Town
              Racquet Club. If any of these four tennis courts have not been
              reserved one day prior to the day of play, then the Company shall
              be permitted to sell the unreserved court times to persons it
              deems appropriate, including making them available for tournament
              play.





<PAGE>   5


       7.     DUES, FEES AND CHARGES. The parties hereto agree that the second
paragraph under the Section "Dues and Assessments" and entitled "Dues, Fees and
Charges Set Prior to Each Membership Year" appearing on page 10 of the Plan for
the Offering of Memberships shall be deleted in its entirety and replaced with
the following:

              Each year following the Turnover Date, the Board of Directors of
              the Club will determine the amount of dues to be paid by each
              annual dues plan for the next membership year. Dues may be set at
              any level deemed appropriate by the Board of Directors of the
              Club. Dues shall be due and payable in advance on a quarterly
              basis unless otherwise established by the Club from time to time.
              The current dues for use of the Club Facilities are set forth on
              the Schedule of Dues and Charges. The amount of dues for
              subsequent years is subject to change. The amount of dues payable
              by each member will depend upon the dues plan selected and
              whether the member has elected to provide membership privileges
              to members of his or her immediate family.  A member who has not
              selected an annual dues plan will be deemed by the Club to have
              selected the same annual dues plan the member participated in
              during the previous membership year. In addition, the Club may
              determine from time to time to charge less dues to those members
              who reside in their dwelling unit in Sea Pines Plantation less
              than one hundred twenty-two (122) days per membership year.

       8.     ALLOCATION AND PAYMENT OF DUES TO THE COMPANY. Commencing on the
Turnover Date, the Board of Directors of the Club will establish the amount of
dues to be paid by each annual dues plan for the next membership year. The Club
and the Company agree that golf dues for Plans II and III have been established
for the 1996 membership year and shall increase each membership year thereafter
in an amount at least equal to the most recent twelve months' increase in the
Bureau of Labor Statistics Consumer Price Index for the Southeast Region. Prior
to implementation of any change in the dues for Plans I, II and III, the Club
shall review all such changes with the Company.

       The Company and the Club acknowledge that the Plan Documents currently
provide for a certain allocation of dues revenue which is paid to the Company.
The parties hereto agree that provision shall be modified as described herein.
Commencing on the Turnover Date and continuing for a period of three full
membership years after the Turnover Date, the Club shall pay to the Company
within twenty (20) days after the commencement of each quarter during the
membership year an amount equal to forty-seven percent (47%) of the gross dues
billed for Plan II and sixty-five percent (65%) of the gross dues billed for
Plan III. Following the expiration of the three-year period, either the Company
or the Club may elect to cancel this revenue allocation procedure upon ninety
(90) days prior written notice before the end of any membership year. In the
event either party provides written notice to cancel the revenue allocation
procedure, then the parties hereto must negotiate in good faith to agree on
another allocation formula. However, until there is an agreement between the
Company and the Club on a new allocation formula, the allocation set forth in
this paragraph shall continue.

       9.     RESALE OF RESIGNED EQUITY MEMBERSHIPS. The parties hereto agree
that the second paragraph appearing on page 6 of the Plan for the Offering of





<PAGE>   6

Memberships entitled "Club Will Repurchase a Resigned Membership" is hereby
deleted in its entirety and replaced with the following:

              Effective as of November 1, 1995, and continuing until the initial
              issuance of all of the Equity Memberships permitted to be issued
              by the Company the procedure for reissuing resigned Equity
              Memberships by the Club shall be as set forth herein. The Club
              shall maintain a waiting list of eligible persons who desire to
              acquire an Equity Membership. While there remains unissued Equity
              Memberships to be sold by the Company and there are less than one
              hundred sixteen (116) resigned Equity Memberships on the resigned
              membership list then both previously unissued memberships issued
              by the Company and resigned memberships reissued by the Club shall
              be in accordance with the following procedure: (i) the first
              twenty (20) Equity Memberships issued in any given membership year
              shall be resigned Equity Memberships reissued from the resigned
              membership list, (ii) the next twenty (20) Equity Memberships
              issued in any given membership year shall be previously unissued
              Equity Memberships issued by the Company, and (iii) any Equity
              Memberships issued in excess of forty (40) in any given membership
              year shall be issued on an alternating basis so that one
              membership will be issued from the resigned membership list and
              the next membership issued will be an unissued membership from the
              Company and this every other one alternating basis will continue
              for the remainder of that membership year.

              When there remains unissued memberships to be issued by the
              Company and there are more than one hundred fifteen (115) resigned
              Equity Memberships on the resigned membership list, then the
              following procedure shall apply: (i) with the next calendar month
              following the month in which the condition is satisfied, the first
              ten (10) Equity Memberships issued will be previously unissued
              memberships from the Company, (ii) all Equity Memberships issued
              following the initial issuance of ten (10) previously unissued
              Equity Memberships will be resigned memberships from the resigned
              membership list for the remainder of the twelve (12) month period
              which commenced the first day of the month in which the ten (10)
              unissued Equity Memberships were to be issued, and (iii) following
              the expiration of this twelve (12) month period described in (ii)
              above, the procedure for issuing memberships in the Club, whether
              previously unissued memberships or resigned memberships, shall
              once again depend on the number of memberships on the resigned
              membership list as further described in this Section.

       10.    FINANCE COMMITTEE. The parties hereto agree that Section 4b of
Article IX of the By-Laws is hereby deleted in its entirety and replaced with
the following:

              b.     The Finance Committee shall in general supervise, direct
              and control all matters pertaining to the Club's finances
              including, but not limited to, the placing of insurance, the
              filing of tax returns, the payment of taxes, the preparation of
              the annual operating budget, the preparation of the current
              reports for the Board of Directors on the Club's financial
              condition and the issuance to Equity Members of a condensed
              operating statement on such periodic basis as may be established
              by the Board of Directors. The Finance Committee shall





<PAGE>   7

              have the power, with the approval of the Board of Directors, to
              direct the General Manager to employ, at the expense of the Club,
              such clerical aid and assistance as may be necessary to handle the
              accounts. The account books and vouchers shall at all times be
              open to the inspection of any member of the Board of Directors.

       11.    GOLF CART PLAN FOR MEMBERS OF THE CLUB. The parties hereto agree
to make available an annual golf cart plan to members of the Club. The annual
golf cart plan will allow use of golf carts by members of the Club that have
selected such plan without payment of daily golf cart fees. Commencing on the
Turnover Date, the Board of Directors of the Club will establish the amount of
dues to be paid by each member for the annual golf cart plan. However, the Club
and the Company agree that the annual cart plan fees have been established for
the 1996 membership year and shall increase each membership year thereafter in
an amount at least equal to the most recent twelve months' increase in the
Bureau of Labor Statistics Consumer Price Index for the Southeast Region.

       Commencing on the Turnover Date and continuing for a period of three
full membership years after the Turnover Date, the Club shall pay to the
Company within twenty (20) days after the commencment of each quarter during
the membership year an amount equal to fifty-five percent (55%) of the gross
dues billed each member for the annual golf cart plan. Following the expiration
of the three (3) year period, then either the Company or the Club may elect to
cancel this revenue allocation procedure or the availability of the annual golf
cart plan upon ninety (90) days prior written notice to the other party before
the end of any membership year. In the event either party provides written
notice to cancel the revenue allocation procedure, the parties hereto must
negotiate in good faith to agree on another allocation formula. However, until
there is an agreement between the parties on a new allocation formula, the
allocation set forth in this paragraph shall continue.

       12.    INDEMNIFICATION. The parties hereto agree that Section 27 of the
Subscription Agreement between the Club and the Company dated August 4, 1989 is
hereby amended by adding the following paragraph as the second paragraph:

              The Company shall indemnify, defend and hold harmless the Club,
              its employees, agents, directors, officers and affiliates against
              and in respect of, and to reimburse the Club, its employees,
              agents, directors, officers and affiliates on demand for, any and
              all claims, demands, losses, costs, expenses, obligations,
              damages, recoveries and efficiencies, including, but not limited
              to, interest, penalties, attorneys' fees and disbursements (even
              if incident to any appeals) that the Club, its employees, agents,
              directors, officers and affiliates shall incur or suffer, which
              arise, result from or relate to the ownership, operation or
              management of the Club Facilities prior to the Turnover Date and
              the marketing and sales of new (unissued) and resigned (resale
              list) memberships occurring prior to the Turnover Date and the
              management, operation or control of marketing and sales of new
              (unissued) and resigned (resale list) memberships subsequent to
              the Turnover Date during the period that the Company continues to
              manage the marketing and sales of new and resigned Equity
              Memberships.

       13.    PLAN DOCUMENTS. All of the Plan Documents, the First Clarification
and the Second Clarification shall be amended as specifically required in order





<PAGE>   8

effectuate the terms and conditions of this Third Clarification and all other
terms and conditions of the Plan Documents, the First Clarification and the
Second Clarification shall remain in force and effect.

       14.    CONFLICT OF DOCUMENTS. In the event of any conflict or ambiguity
between this Third Clarification and the Plan Documents, the First Clarification
or the Second Clarification, then the terms and conditions of this Third
Clarification shall prevail.

       15.    MISCELLANEOUS PROVISIONS.

              A.     ENTIRE AGREEMENT. This Agreement represents the entire
understanding and agreement between the parties with respect to the subject
matter hereof and supersedes all other negotiations, understandings and
representations (if any) made by and between such parties.

              B.     AMENDMENTS. The provisions of this Agreement may not be
amended, supplemented, waived or changed orally, but only by a writing signed
by the party as to whom enforcement of any such amendment, supplement, waiver
or modification is sought and making specific reference to this Agreement.

              C.     ASSIGNMENTS. The Club and the Company may assign their
rights and/or obligations under this Agreement in whole or in part upon the
prior written approval of the other party, such approval shall not be
unreasonably withheld.

              D.     FURTHER ASSURANCES. The parties hereto agree from time to
time to execute and deliver such further assurances and other transfers,
assignments and documents and do all matters and things which may be necessary
to more effectively and completely carry out the intentions of this Agreement.

              E.     BINDING EFFECT. All of the terms and provisions of this
Agreement, whether so expressed or not, shall be binding upon, inure to the
benefit of, and be enforceable by the parties and their respective legal
representatives, successors and permitted assigns.

              F.     NOTICES. All notices, requests, consents and other
communications required or permitted under this Agreement shall be in writing
and shall be (as elected by the person giving such notice) delivered or mailed
by registered or certified mail (postage prepaid), return receipt requested,
addressed to:

       If to the Company:

       Sea Pines Company, Inc.
       Post Office Box 7000
       Hilton Head Island, South Carolina 29938
       Attention: President

       If to the Club:

       Sea Pines Country Club, Inc.
       Post Office Box 7487
       Hilton Head Island, South Carolina 29938
       Attention: President





<PAGE>   9

or to such other address as any party may designate by notice complying with
the terms of this Section. Each such notice shall be deemed delivered on the
date: (a) delivered if by personal delivery, and (b) upon which the return
receipt is signed or delivery is refused, or the notice is designated by the
postal authorities as not deliverable, as the case may be, if mailed.

              G.     HEADINGS. Headings contained in this Agreement are for
convenience of reference only and shall not limit or otherwise affect in any
way the meaning or interpretation of this Agreement.

              H.     SEVERABILITY. If any part of this Agreement or any other
agreement entered into pursuant hereto is contrary to, prohibited by, or deemed
invalid under applicable law or regulation, the provision shall be inapplicable
and deemed omitted to the extent so contrary, prohibited or invalid, but the
remainder hereof shall not be invalidated thereby and shall be given full force
and effect so far as possible.

              I.     SURVIVAL. All covenants, agreements, representations and
warranties made herein or otherwise made in writing by any party pursuant
hereto shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.

              J.     WAIVERS. The failure or delay of any party at any time to
require performance by another party of any provision of this agreement, even if
known, shall not affect the right of that party to require performance of that
provision or to exercise any right, power or remedy hereunder, and any waiver by
any party of any breach of any provision of this Agreement should not be
construed as a waiver of any continuing or succeeding breach of such provision,
a waiver of the provision itself, or a waiver of any right, power or remedy
under this Agreement.

              K.     JURISDICTION AND VENUE. The parties acknowledge that a
substantial portion of negotiations, anticipated performance, and execution of
this Agreement occurred or shall occur in Hilton Head Island, South Carolina and
that, therefore, without limiting the jurisdiction or venue of any other federal
or state courts, each of the parties irrevocably and unconditionally: (a) agrees
that any suit, action or legal proceeding arising out of or relating to this
Agreement may be brought in the courts of record in the State of South Carolina
in Beaufort County or the District Court of the United States, District of South
Carolina, Charleston Division; (b) consents to the jurisdiction of each such
court and any such suit, action or proceeding; (c) waives any objection which it
may have to the laying of venue of any such suit, action or proceeding in any of
such courts; and (d) agrees that service of any court paper may be effected on
such party by mail, as provided in this Agreement, or in such other manner as
may be provided under applicable laws or court rules in said State.

              L.     GOVERNING LAW. This Agreement and all transactions
contemplated by this Agreement shall be governed by, and construed and enforced
in accordance with, the internal laws of the State of South Carolina without
regard to principles of conflicts of laws.

       IN WITNESS WHEREOF, the parties hereto, being duly authorized to enter
into this Third Clarification, have caused this Third Clarification to be duly





<PAGE>   10

executed and their seals to be affixed hereto the day and year first above
written.

WITNESSES:                         SEA PINES COMPANY, INC., a South Carolina
                                   corporation


Connie Smith                By: Michael E. Lawrence
----------------------         ---------------------------------------
                               Its:  President


Joan Potter                 Attest: Steve P. Birdwell
----------------------             -----------------------------------

                                   Its: Secretary
                                       -------------------------------



                                   (Corporate Seal)



                                   SEA PINES COUNTRY CLUB, INC., a South
                                   Carolina not-for-profit corporation


Connie Smith                By: Michael E. Lawrence
----------------------         ---------------------------------------
                               Its:  President


Joan Potter                 Attest: Steve P. Birdwell
----------------------             -----------------------------------

                                   Its: Secretary
                                       -------------------------------



                                   (Corporate Seal)



The persons listed below currently serve on the Advisory Board of Governors
established at Sea Pines Country Club and have signed below solely to
acknowledge their agreement on behalf of the Advisory Board of Governors of Sea
Pines Country Club to the modifications to the Plan Documents set forth herein.



/s/ Allen A. Lincoln                         /s/ Edward W. Smith
----------------------------------           ----------------------------------
Allen A. Lincoln                             Edward W. Smith

/s/ Joseph G. Ludwig, Jr.                    /s/ Charles H. Steingraber
----------------------------------           ----------------------------------
Joseph G. Ludwig, Jr.                        Charles H. Steingraber

/s/ Elaine C. Meister                        /s/ R. Douglas Watson
----------------------------------           ----------------------------------
Elaine C. Meister                            R. Douglas Watson

/s/ H. Kay Morton                            /s/ Wade J. Webster
----------------------------------           ----------------------------------
H. Kay Morton                                Wade J. Webster

/s/ Joseph A. Myers                          /s/ Anne H. Wygal
----------------------------------           ----------------------------------
Joseph A. Myers                              Anne H. Wygal

/s/ James F. Newman                          /s/ James J. Young
----------------------------------           ----------------------------------
James F. Newman                              James J. Young


----------------------------------
Barbara C. Pollard