FOURTH AMENDMENT
                                     TO THE
                                 CLUBCORP, INC.
                           EXECUTIVE STOCK OPTION PLAN


    This Fourth Amendment to the ClubCorp, Inc. Executive Stock Option Plan (the
"Amendment")  is  hereby  adopted by ClubCorp, Inc. effective on the 30th day of
June,  2000  pursuant  to the terms of Section 9 of the ClubCorp, Inc. Executive
Stock  Option  Plan  (formerly  known  as  the  Club  Corporation  International
Executive  Stock  Option  Plan,  the  "Plan").

                              W I T N E S S E T H:
                              -------------------

     WHEREAS,  ClubCorp,  Inc.,  a  Delaware  corporation  (the  "Corporation"),
established  the  Plan as approved and ratified by stockholders effective August
31,  1995;

     WHEREAS, the Plan was previously amended by the First Amendment to the Club
Corporation  International  Executive  Stock  Option Plan, effective January 27,
1999,  which  among other things: (i) changed the name of the Plan from the Club
Corporation  International  Executive  Stock  Option  Plan to the ClubCorp, Inc.
Executive  Stock  Option  Plan and (ii) changed the name of the Corporation from
Club  Corporation  International  to ClubCorp, Inc. and was amended again by the
Amendment  Two to the Club Corporation International Executive Stock Option Plan
to reduce the maximum date on which Options automatically would vest to the 10th
anniversary  of  the  date  of  grant;

     WHEREAS, pursuant to Section 9 of the Plan, the Corporation, acting through
its  Board  of  Directors,  has  the  right  to alter, amend, or suspend certain
provisions of the Plan with respect to any shares of which Options have not been
granted  under  the  Plan;

     WHEREAS,  the  Committee  appointed by the Board of Directors to administer
the  Plan  pursuant to Section 3.1 of the Plan (the "Committee") has recommended
to  the  Board  of Directors of the Corporation that the Plan be amended: (i) to
permit  the  full  vesting  of  Options  under  the  Plan  for certain employees
terminated  due  to  a  Change  of  Control of the Corporation, (ii) for Options
granted  on  or  after  January 1, 2001, to provide the holder of such Options a
thirty (30) day period following resignation in which such Optionee may exercise
Options, (iii) to require the Corporation to only withhold the minimum taxes (if
any)  required  by  law  upon the exercise of an Option, (iv) to add a six month
holding  period  requirement  to  several  repurchase  provisions;  (v) to add a
"hardship"  exception to the six month holding period limitations on repurchase;
(vi)  to  eliminate the "share repurchase period" limitations on the exercise of
options;  and  (vii)  in addition to selling shares based on satisfaction of the
current  "ownership"  requirements, to allow shares of pre-July 1 options, to be
sold (A) 50% of the shares after 6 months, (B) 100% of the shares after 2 years,
and (C) the minimum number necessary to alleviate a Hardship at any time, and to
allow shares acquired though the exercise of  post-June 30 granted Options to be
sold  only  by  satisfying  the  requirements  of  (A),  (B)  or  (C).

     WHEREAS,  the  Board  of  Directors  has accepted the recommendation of the
Committee  and  has  delegated  to  the Committee the preparation, adoption, and
execution  of  this  Amendment  within  constraints  it  established.

     NOW  THEREFORE,  pursuant to its authority under Section 9 of the Plan, the
Corporation  hereby  amends  the  Plan,  effective  as of the date first written
above:

1.  The  following  definitions  are  added  to  Section 1 of the Plan to appear
therein  in  their  proper  numerical  order  and  each to read in its entirety,
respectively,  as  follows:

       "1.17  'HARDSHIP'  shall  mean  the  Committee's  written  determination,
delivered  to  the  Eligible Individual of reference, stating that the Committee
has  determined  that  such  Eligible  Individual  has  an  immediate  and heavy
financial  need  which  such  Eligible  Individual cannot meet through any other
sources of income such as insurance, reasonable liquidation of assets, borrowing
or  similar  sources  and  resulting  from: (i) unreimbursed substantial medical
expenses  for  the  Eligible  Individual  or  a  family  member;  (ii)  purchase
(excluding  mortgage  payments)  of the Eligible Individual's primary residence;
(iii) payments necessary to prevent eviction of the Eligible Individual from his
primary residence, or foreclosure of his primary residence; and (iv) such other,
similar,  circumstances  which the Committee, in its sole discretion, reasonably
determine  pose a substantial risk to the basic health, shelter and safety needs
of  the  Eligible  Individual  or  his  family  members."

     "1.18  'CHANGE  IN CONTROL' shall mean the occurrence of an event described
in  the  second  paragraph  of  Section  6.6."

     "1.19  'CHANGE  IN  CONTROL  PERIOD' shall mean the period beginning ninety
(90)  days  prior  to  and  ending two (2) years following a Change in Control."

     "1.20  'NEW OPTION' shall mean an Option granted on or after July 1, 2000."

     "1.21  'PRIOR  OPTION' shall mean an Option granted prior to July 1, 2000."

     "1.22  'VESTING  ACCELERATION TERMINATION' means, an Optionee's termination
from  employment  with  the Company or an Affiliate that has occurred within the
Change  in  Control  Period  and  said  termination  was  due  to:

          (a)  the  resignation  of such Optionee which was caused by and within
thirty  (30)  days  of  any  of  the  following: (i) without the express written
consent  of  such  Optionee,  the  Optionee  is  assigned  to  duties  which are
materially  inconsistent  with  or  result  in  a  material  diminution  of  the
Optionee's  position,  duties, and status within the Company or any Affiliate at
the time of the Change in Control Event; or (ii) the base salary of the Optionee
is  reduced;  or

          (b)  involuntary termination of the Optionee's employment for a reason
other  than  Cause."

2.  Existing Subsection 1.15 of the Plan is deleted in its entirety and replaced
with  the  following:

     "1.15  'OPTIONS'  shall mean stock options granted pursuant to the terms of
this  Plan.  Options  are  not intended to be incentive stock options within the
meaning  of Code   422.  All references herein to Options shall be references to
both  New Options and Prior Options, collectively, except that where a reference
is intended to be exclusively to a New Option, or a Prior Option, reference will
be  made  to  the  specific  type  of  Option."

3.  Existing  Section  5.3  of  the  Plan  is  hereby  amended  as  follows:

          (a)  The existing first sentence of Section 5.3 of the Plan is deleted
in  its  entirety  and  replaced  with  the  following:

               "Except as provided in the following paragraph, where an Eligible
Individual acquires shares of Stock through the exercise of a Prior Option, such
Eligible  Individual  must  own  shares  of  Stock worth a minimum dollar amount
before  he  may  sell or transfer the shares of Stock he so acquires pursuant to
the  exercise of his Prior Option; however, this ownership requirement shall not
apply  to  sales  of the minimum number of shares of Stock necessary to (i) fund
exercise  of the Prior Option; (ii) pay any taxes resulting from the exercise of
the  Prior  Option;  or  (iii)  alleviate  a  Hardship."

          (b)  The  following  language  is added as a new paragraph between the
existing  first  and  second  paragraphs  of  Section  5.3  of  the  Plan:

               "Notwithstanding  the foregoing, each Eligible Individual who has
acquired  shares  of  Stock  through the exercise of a Prior Option, but, at the
time  of reference, does not satisfy the minimum ownership requirement set forth
on  Appendix  A,  and  each  Eligible  Individual  who  acquires shares of Stock
pursuant  to the exercise of a New Option may not sell or transfer the shares of
stock  he  so acquires pursuant to the exercise of his Option; except (i) at any
time  after  the  six  (6) month anniversary of the date on which the Option was
exercised  to  acquire  such shares of Stock, he may sell fifty percent (50%) of
such shares of Stock, less any shares of Stock already sold or transferred under
the  exemptions set forth in the preceding paragraph; (ii) at any time after the
second anniversary of the date on which the Option was exercised to acquire such
shares  of Stock, he may sell or transfer all such acquired shares of Stock; and
(iii)  at any time he may sell or transfer the minimum number of shares of Stock
acquired  through  the exercise of the  necessary to alleviate a Hardship of the
Optionee."

          (c)  The existing first sentence of the existing second paragraph (the
paragraph  beginning  with the phrase "In addition all Stock issued") of Section
5.3  of  the  Plan  is  deleted in its entirety and replaced with the following:

               "Without limiting the generality of the preceding two paragraphs,
in  addition,  all  shares  of  Stock issued pursuant to the exercise of Options
under this Plan shall be subject to the terms and conditions of the shareholders
agreement  that  the  Company shall forward to each Optionee upon the Optionee's
exercise  of  an  Option."

4.  Existing  Section  6.3  of  the  Plan  is  amended  as  follows:

          (a)  Existing  clause (c) of Section 6.3 of the Plan is deleted in its
entirety  and  replaced  by  the  following:

               "(c)  with  the  consent  of  the Committee, with shares of Stock
owned  by  Optionee  for  a  period  of  at  least  six  (6)  months;  or"

          (b)  The  first  sentence  of  the  second  paragraph  (the  paragraph
beginning  with  the  phrase  "The  Committee  may")  of existing Section 6.3 is
deleted  in its entirety and the following sentence is substituted in its place:

               "The Committee may, in its discretion, (i) require an Optionee to
pay  to  the  Company  at  the  time  of exercise of an Option (or portion of an
Option)  the  amount  that  the  Company  deems necessary to satisfy its minimum
obligation  (based  on  the  minimum  applicable  withholding  rate) to withhold
Federal,  state  or  local  income  or  other  taxes  incurred  by reason of the
exercise,  or  (ii)  withhold full shares of Stock having a Fair Market Value as
close  as possible to, but without exceeding, the amount required to be withheld
by  the  Company  to  meet  such  withholding  obligation."

5.  The  second  sentence  of Section 6.4 of the Plan is deleted in its entirety
and  the  following  new  sentences  are  substituted:

     "If  an  Optionee ceases to be an Eligible Individual due to termination of
employment for Cause, the Option shall terminate immediately upon the Optionee's
termination  of  employment.  If an Optionee ceases to be an Eligible Individual
by reason of a voluntary termination of employment, (i) in the case of an Option
granted prior to January 1, 2000, the Option will terminate immediately upon the
Optionee's  voluntary  termination  of  employment;  and  (ii) in the case of an
Option  granted  on  or after January 1, 2000, the Optionee shall have the right
for  thirty  (30)  days  following  the  date  of  his  voluntary termination of
employment  to  exercise such Option to the extent such Option is exercisable on
the  date  of  his  voluntary  termination  of  employment."

6.  Section  6.5  of  the  Plan  is  amended  as  follows:

     (a)  The  following  clause  (v) is inserted immediately following existing
clause  (iv)  of  Section  6.5  of  the  Plan:

          "(v)  In  the  event  that  an  Optionee  ceases  to  be  an  Eligible
Individual  due  to  a Vesting Acceleration Termination, such Optionee's Options
shall  become  fully vested and immediately exercisable as of the day before the
later to occur of (i) the Vesting Acceleration Termination or (ii) the Change in
Control  Event  related  to  the  Vesting  Acceleration  Termination."

     (b)  The  existing  first  sentence  of the fourth paragraph (the paragraph
beginning with the phrase "An Optionee may exercise") of Section 6.5 of the Plan
is  deleted  in  its  entirety."


     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this instrument to be
executed  by  its  duly  authorized  officer  on  the  date first written above.

                                         CLUBCORP, INC.

                                         BY:  /s/Terry A. Taylor
                                              ---------------------------

                                         TITLE:  Executive Vice President
                                                 ------------------------