SECOND AMENDMENT TO THE
                        CLUBCORP STOCK INVESTMENT PLAN


Amendment  made  this  9th  day  of  February,  1996,  by  Club  Corporation
International  (the  "Company").

                             W I T N E S S E T H:

WHEREAS,  the  Company  maintains  the  ClubCorp  Stock  Investment  Plan (the
"Plan");  and

WHEREAS,  the Company amended and restated the Plan effective January 1, 1995.

WHEREAS,  the  Company  desires  to  amend  the Plan to make certain technical
qualification  changes  in  response  to  a  request from the Internal Revenue
Service;

WHEREAS,  the  Company  desires to make certain other technical changes to the
Plan;  and

WHEREAS,  the Plan may be amended by the Company pursuant to the provisions of
Article  XV  of  the  Plan,  and  the  Company  desires  to  amend  the  Plan;

NOW,  THEREFORE,  the  Plan  is amended as follows, effective as of January 1,
1995.

1.  Subsection  2.25(7)  is  deleted  in  its  entirety,  and the following is
substituted  in  its  place:

     "2.25(7)  Uncompensated  Leaves  of  Absence.  Solely  for  purposes  of
               -----------------------------------
determining  whether  an  Employee  has  a  One-Year Break in Service, Hour of
Service  shall  include  each  hour  (credited on the basis of the schedule of
equivalent hours set forth in Subsection 2.25(8)) for which an Employee is not
paid  but  is  on  a  Leave  of  Absence."

2.  Section  2.26 is deleted in its entirety, and the following is substituted
in  its  place:

     "2.26      "Leave of Absence" means an absence from the active employment
of  an  Employer  by reason of an approved absence granted by such Employer on
the basis of a uniform policy applied by such Employer without discrimination.
Such  a  Leave  of  Absence  will  not  constitute a Termination of Employment
provided  the  Employee returns to the active employment of the Employer at or
prior  to the expiration of his leave or, if not specified therein, within the
period  of  time  which  accords  with  such Employer's policy with respect to
permitted  absences.  If the Employee does not return to the active employment
of  such  Employer  at or prior to the expiration of his Leave of Absence, his
employment  will  be  considered  terminated as of the date on which his leave
expires.Notwithstanding the foregoing provisions of this Section, absence from
the  active  service  of  the  Employer  because  of  military service will be
considered  a  Leave  of Absence granted by an Employer and will not terminate
the  employment  of  an  Employee if he returns to the active employment of an
Employer  within  the  period  of time during which he has reemployment rights
under  any  applicable  federal  law  or within sixty (60) days from and after
discharge  or  separation  from  such  military  service  if no federal law is
applicable.  However,  no provision of this Section or of the remainder of the
Plan  shall  require reemployment of any Employee whose active service with an
Employer  was  terminated  by  reason  of  military  service."

3.  Section  2.32 is deleted in its entirety, and the following is substituted
in  its  place:

     "2.32    "Pre-Tax  Contribution  Account" means the separate account of a
Participant  consisting  of  the Pre-Tax Contributions made by the Employer in
accordance  with  Section  4.05(l),  and  including  as applicable, a separate
subaccount  for Qualified Nonelective Contributions, as adjusted in accordance
with  the  provisions  of  Article  VI  of  the  Plan."

4.  Section  2.36 is deleted in its entirety, and the following is substituted
in  its  place:

     "2.36    "Qualified  Nonelective  Contribution" shall mean a contribution
(other  than  Pre-Tax  Contributions, After-Tax Contributions, Basic After-Tax
Matching  Contributions,  Basic  Pre-Tax Matching Contributions, Discretionary
Matching  Contributions,  or  any contribution required pursuant to Subsection
10.05(2)),  if  any,  (i)  made  by  the  Employer  in  its  sole and absolute
discretion  for  the  benefit  of  Participants who are not Highly Compensated
Employees  (and  thus,  satisfies the requirements of Section 401(a)(4) of the
Code),  (ii)  which  are  allocable  to  the  subaccount  within  the  Pre-Tax
Contribution  Account  in  accordance with Subsection 6.04(4), and (iii) which
shall  be nonforfeitable and treated for all purposes as Pre-Tax Contributions
(including  for  purposes  of  Section  4.11  but not for purposes of hardship
withdrawals  as  provided  in  Subsection  4.12(2)), as designated by the Plan
Administrator.

Qualified  Nonelective Contributions shall, in accordance with Section 6.04(4)
and  Treasury  Regulation sections 1.401(k)-1(b)(5) and 1.401(m)-l(b)(5):  (i)
be allocated to the Employee's Pre-Tax Contribution Account as of the last day
of  the Plan Year, (ii) not be contingent upon the Employee's participation in
the  Plan  or performance of services on any date subsequent to the date as of
which  Qualified  Nonelective  Contributions  are allocated and (iii) shall be
actually  paid  to  the  Plan  no  later than the end of the twelve (12) month
period immediately following the Plan Year to which such contribution relates;
provided  however,  if  that  several  plans are aggregated in accordance with
Section  410(b)  of  the  Code  and if the Plan Year of the Plan is changed to
satisfy  the  requirement  that  plans  have the same plan year, the Qualified
Nonelective  Contributions  for  the short Plan Year created must also (iv) be
treated  as if they were Pre-Tax Contributions and,(v) be related to the Total
Compensation  that would have been received by such Employee during that short
Plan  Year  but  for  such  Employee's election under Section 3.04, or (vi) be
attributable  to  services  performed by the Employee in that short Plan Year,
and  but  for  the Employee's election to defer under Section 3.04, would have
been  received  by the Employee within two and one-half months after the close
of  that  short  Plan  Year."

5. The reference to "Actual Deferral Percentage" in Section 2.47 is deleted in
its  entirety,  and  the  following  is  substituted  in  its  place:

     "Actual  Deferral  Percentage"          Subsection  4.06(5)(a)"
      or  "ADP"

6. The reference to "Compensation" in Section 2.47 is deleted in its entirety,
and  the  following  is  substituted  in  its  place:

     "Compensation"                          Subsection 4.09(6)(b)(4)"

7.  The  reference to "Highly Compensated Employee" in Section 2.47 is deleted
in  its  entirety,  and  the  following  is  substituted  in  its  place:

     "Highly  Compensated  Employee"         Subsection  4.06(5)(c);
                                             Subsection  4.09(6)(b)"

8.  The  reference  to  "Non-Highly  Compensated  Employee" in Section 2.47 is
deleted  in  its  entirety,  and  the  following  is substituted in its place:

     "Non-Highly  Compensated                Subsection 4.09(6)(b)(4)"
      Employee"

9.  The  following  reference shall be inserted between the reference to "Plan
Administrator"  and  the  reference  to  "Qualified  Consent" in Section 2.47:

     "Prior  Plan"                           Section  1.01"

10.  Subsection  4.06(2)  is  deleted  in  its  entirety, and the following is
substituted  in  its  place:

     "4.06(2)      If one or more Highly Compensated Employees are eligible to
make  Pre-Tax  Contributions  and are also eligible for contributions that are
tested  under  section 401(m) of the Code, multiple use of the Actual Deferral
Percentage  alternative  limit  set  forth  in  Subsection 4.06(l)(b) shall be
limited  so  that  the  sum  of  Actual Deferral Percentage of all such Highly
Compensated  Employees  and  the Actual Contribution Percentage of such Highly
Compensated  Employees  does  not  exceed the aggregate limit. For purposes of
this  Section,  the  "aggregate  limit"  shall  be  the  greater  of:

     (a)    The  sum  of

          (i)    1.25  multiplied  by  the  greater  of  the  Actual  Deferral
Percentage  or Actual Contribution Percentage of the group of Participants who
are  not  Highly  Compensated  Employees  for  the  Plan  Year,  and

          (ii)    Two plus the lesser of the Actual Deferral Percentage or the
Actual Contribution Percentage of the group of Participants who are not Highly
Compensated  Employees  for the Plan Year; provided, however, that this amount
shall  not  exceed  2.0  multiplied  by  the  lesser  of  the  Actual Deferral
Percentage  or the Actual Contribution Percentage of the group of Participants
who  are  not  Highly  Compensated  Employees  for  the  Plan  Year;  or

     (b)    The  sum  of

          (i)  1.25 multiplied by the lesser of the Actual Deferral Percentage
or  Actual  Contribution  Percentage  of the group of Participants who are not
Highly  Compensated  Employees  for  the  Plan  Year;  and

          (ii)    Two  plus  the  greater of the Actual Deferral Percentage or
Actual Contribution Percentage of the group of Participants who are not Highly
Compensated  Employees  for the Plan Year; provided, however, that this amount
shall  not  exceed  2.0  multiplied  by  the  greater  of  the Actual Deferral
Percentage  or Actual Contribution Percentage of the group of Participants who
are  not  Highly  Compensated  Employees  for  the  Plan  Year.

Amounts  in  excess  of  the aggregate limit shall be treated as either Excess
Contributions  or Excess Aggregate Contributions (or a combination of both) as
determined  in  the  sole discretion of the Plan Administrator and adjusted as
provided  in  Subsection  4.06(3) or 4.09(3), whichever may be applicable. For
purposes  of  applying  this  multiple  use  limit,  the  Actual  Contribution
Percentage  and  the  Actual Deferral Percentage shall be determined after any
required distributions of Excess Contributions, Excess Aggregate Contributions
and  Excess Deferrals under Subsections 4.06(3) and 4.09(3) and Section 4.07."

11.  The  first paragraph of Subsection 4.06(3) is deleted in its entirety and
the  following  is  substituted  in  its  place:

     "4.06(3)    If  at  any  time  during  a  Plan  Year, the Actual Deferral
Percentage  for  the  Highly  Compensated  Employees  exceeds or is reasonably
expected  by  the  Plan  Administrator  to  exceed  the amounts allowed tinder
Subsections  4.06(l)  or  4.06(2),  the  Plan  Administrator,  in its sole and
absolute  discretion,  shall,  as  often  as  it elects, do one or more of the
following; provided, however, that if this Plan is aggregated with one or more
plans  in  accordance  with section 401(a)(4), section 410(b) or 401(k) of the
Code, such Highly CompensatedEmployee shall have the right (in accordance with
procedures  established  by  the  Plan  Administrator)  to  direct  the  Plan
Administrator  with  respect to whether correction of such excess (or expected
excess)  will  occur  under  this  Section  4.06(3)  or  under  the applicable
provisions  of  the  other  aggregated  plans:"

12.  Subsection  4.06(3)(b)(i) is deleted in its entirety and the following is
substituted  in  its  place:

     "(b)  (i)    Refund  the  portion  of  each Highly Compensated Employee's
Pre-Tax Contribution that constitutes a portion of the Excess Contribution for
the Plan Year, plus earnings (or less losses) on such amount for the Plan Year
until  the  Actual  Deferral  Percentage  for the Highly Compensated Employees
equals  (by  rounding  up) the greater of (a) or (b) of Subsection 4.06(l), as
limited  by  Subsection 4.06(2), with all refunds from a Participant's Pre-Tax
Contribution Account to be charged first against Pre-Tax Contributions for the
calendar  year  that includes the first day of the Plan Year, and then, to the
extent  necessary, charged against Pre-Tax Contributions for the calendar year
that  includes  the  last  day  of  the  Plan  Year. All such refunds shall be
distributed  by  the  Trustee  to  the Employee within two and one-half months
after  the  close  of the Plan Year in which the Excess Contribution arose, if
administratively  possible,  and  within twelve (12) months after the close of
such  Plan  Year  at  the  latest.

The  amount of Excess Contributions for each Highly Compensated Employee is to
be  determined  by  the  following  leveling  method,  under  which the Actual
Deferral Percentage of the Highly Compensated Employee with the highest Actual
Deferral  Percentage  is reduced to the extent required to (i) enable the Plan
to  satisfy  the limitations of Subsections 4.06(l) and 4.06(2), or (ii) cause
such  Highly  Compensated  Employee's  Actual Deferral Percentage to equal the
Actual  Deferral  Percentage  of the Highly Compensated Employee with the next
highest  Actual Deferral Percentage, whichever occurs first. This process must
be  repeated  until  the Plan satisfies the limitations of Subsections 4.06(t)
and  4.06(2).

The  provisions  of  this  Section  shall  be  applied after the provisions of
Section  4.07  are applied and the amount of any Excess Contributions refunded
under  this Section shall be reduced by Excess Deferrals, if any, attributable
to  such  Plan  Year  previously distributed to the Employee. Any distribution
made pursuant to this Subsection 4.06(3)(b)(i) may be made notwithstanding any
other  provision  of  this  Plan.

Notwithstanding any Plan provision to the contrary, in no event shall Matching
Contributions  remain allocated to a Highly Compensated Employee's Account and
such  amounts  shall be treated as Forfeitures (in the same manner as provided
in Subsection 4.09(3)(c)(ii)), if the Pre-Tax Contributions which were matched
by such Matching Contributions are refunded as Excess Contributions under this
Subsection  4.06(3)(b)."

13.  Subsection  4.06(4)  is  deleted  in  its  entirety, and the following is
substituted  in  its  place:

     "4.06(4)    Special  Rules  For  Family  Members.
                 ------------------------------------

          (a)    If  an eligible Highly Compensated Employee is subject to the
family  aggregation  rules  of Code section 414(q)(6) because such Employee is
either  a  five-percent  owner  or  one  of  the  ten  most highly compensated
employees,  the  combined Actual Deferral Percentage for the Aggregated Family
Group  (which  is  treated  as  one  Highly  Compensated  Employee)  shall  be
determined  by  combining  the Pre-Tax Contributions, Compensation and amounts
treated  as  Pre-Tax  Contributions  of  all  eligible  Family  Members.

          (b)    The  Pre-Tax  Contributions,  Total  Compensation and amounts
treated  as  Pre-Tax  Contributions  of all Family Members are disregarded for
purposes  of  determining  the  Actual  Deferral  Percentage  for the group of
Employees  that  are  not  Highly  Compensated Employees, except to the extent
taken  into  account  under  Subsection  4.06(4)(a)  above.

          (c)  If an Employee is required to be aggregated as a member of more
than  one  Aggregated Family Group in the Plan, all Eligible Employees who are
members  of  those  Aggregated  Family  Groups  that include that Employee are
aggregated  as  one  Aggregated  Family  Group  in accordance with Subsections
4.06(4)(a)  and  4.06(4)(b).

          (d)    The determination and correction of Excess Contributions of a
Highly  Compensated  Employee  whose  Actual Deferral Percentage is determined
under the family aggregation rules of this Section is accomplished as follows:
the  Actual  Deferral  Percentage  is  reduced  as  required  under Subsection
4.06(3),  and  the Excess Contributions for the family unit shall be allocated
among  the  Family  Members in proportion to the Pre-Tax Contributions of each
Family  Member  that is combined to determine the Actual Deferral Percentage."

14.  Subsection  4.06(5)(a)  is  deleted in its entirety, and the following is
substituted  in  its  place:

          (a)  "Actual Deferral Percentage" (or "ADP") shall mean for Eligible
Employees  the  average  (arithmetic mean) of the ratio (calculated separately
for  each  Eligible  Employee to the nearest one-hundredth of one percent) of:

               (i)   the sum of the Pre-Tax Contributions actually contributed
to  the  Trust  on  behalf  of  such  Employee  and  allocated  to his Pre-Tax
Contribution  Account  for  such  Plan  Year  plus

     (I)    the  Qualified  Nonelective  Contributions,  if  any,  actually
contributed  to  the  Trust  on  behalf  of such Employee and allocated to his
Pre-Tax  Contribution  Account  for  such  Plan  Year,  and

     (II)    the  Matching  Contributions  (other  than  Qualified Nonelective
Contributions),  if  any,  actually contributed to the Trust on behalf of such
Employee  and allocated to his Pre-Tax Contribution Account for such Plan Year
that  qualify  for  aggregation under section 401(k)(3)(D)(ii) of the Code and
are  designated  by  the  Administrator  under this Plan as includible in this
computation  for  this  Plan  Year,  to

          (ii)    the  Total  Compensation received by the Employee during the
Plan  Year,  such  average  of  ratios  being multiplied by one hundred (100).

Any  Pre-Tax  Contributions  taken  into  account  for  purposes of the Actual
Deferral  Percentage shall: (i) (but for the election which such Employee made
in  accordance with Section 3.04) relate to Total Compensation that would have
been  received  by such Employee during the Plan Year, or (ii) be attributable
to  services  performed  by  the  Employee  in  the Plan Year and (but for the
election  which such Employee made in accordance with Section 3.04) would have
been  received by the Employee within two and one-half months after the end of
the  Plan  Year; and be (iii) allocated to the Employee's Pre-Tax Contribution
Account as of a date within the Plan Year; and (iv) not be contingent upon the
Employee's  participation  in  the Plan or performance of services on any date
subsequent  to  the date as of which such contributions are allocated; and (v)
shall  be  actually  paid to the Plan no later than the end of the twelve (12)
month  period  immediately  following the Plan Year to which such contribution
relates.

To  the extent that the Administrator elects, pursuant to the above paragraph,
to  take  Matching  Contributions  (other  than  Qualified  Nonelective
Contributions)  for  such  Plan  Year,  that  meet  the  requirements  of  the
applicable  Regulations,  into  account  in  computing  the  Actual  Deferral
Percentage,  the  Actual Contribution Percentage tests under Section 4.09 must
still  be  completed  and  satisfied  separately, and in doing so the Employer
shall  disregard  the  Matching  Contributions  used  in  computing the Actual
Deferral  Percentage  for such Plan Year. Any Matching Contribution taken into
account  for  purposes  of determining the Actual Deferral Percentage shall be
(i)  allocated  only  to  the  accounts  of  Participants  who  are not Highly
Compensated  Employees, (ii) allocated to such Employee's Pre-Tax Contribution
Account (and at the discretion of the Plan Administrator to the subaccount for
Qualified Nonelective Contributions) and (iii) and shall be nonforfeitable and
treated  for  all purposes as Pre-Tax Contributions, including for purposes of
the directly preceding paragraph of this Subsection 4.06(5) (a) and Section 4.
1  1  but  such  amounts  will  be prohibited from being withdrawn as hardship
withdrawals  as  provided  in  Subsection  4.12(2).

For  purposes  of this Section, the ratio calculated for any eligible Employee
who  is a Highly Compensated Employee for the Plan Year and who is eligible to
have Pre-Tax Contributions allocated to his account under two or more plans or
arrangements  described  in  section 401(k) of the Code that are maintained by
the  Employer shall be determined as if all such contributions were made under
a  single  arrangement.  Further,  in  the  event that this Plan satisfies the
requirements  of  sections 401(a)(4) and 410(b) of the Code only if aggregated
with  one  or  more  other  plans,  or  if one or more other plans satisfy the
requirements  of  sections 401(a)(4) and 410(b) of the Code only if aggregated
with  this  Plan,  the  Actual  Deferral  Percentage  shall  be  determined by
calculating  the  ratio for each eligible Employee as ff all such plans were a
single plan. If the Plan is permissively aggregated with another plan in order
to  comply  with  the limitations of Subsection 4.06(l), such aggregated plans
must  also  meet  the  requirements of Code Sections 401(a)(4) and 410(b) as a
single  plan."

15.  Subsection  4.07  is  deleted  in  its  entirety,  and  the  following is
substituted  in  its  place:

     "4.07   Distribution of Excess Deferrals. If a Participant is required to
             --------------------------------
include in his gross income for a calendar year elective deferrals (as defined
in  section  402(g)(3)  of  the  Code)  which exceeded $7,000 (or such greater
amount  as  determined  by  the  Secretary  of  the  Treasury  pursuant  to
cost-of-living  increases) for such year, such amounts shall be referred to as
"Excess  Deferrals"  and  shall  be  distributed  to  the  Participant.  The
Administrator  shall  distribute such Excess Deferral, adjusted for any income
or  losses  allocable  to  such  amount  (determined  in  accordance  with the
principles  of Subsection 4.06(3)(b)), for the Plan Year in question not later
than  the time determined under Subsection 4.06(3)(b); provided, however, that
the  amount  of  Excess Deferrals to be distributed shall be reduced by Excess
Contributions  previously distributed in accordance with Subsection 4.06(3)(b)
to  the  Employee  from the Plan which are attributable to such Plan Year. Any
distribution  made  pursuant  to  this Section may be made notwithstanding any
other  provision  of  this  Plan."

16.  Subsection  4.09(l)  is  deleted  in  its  entirety, and the following is
substituted  in  its  place:

     "4.09(l)    Notwithstanding any other provision of this Plan, the "Actual
Contribution  Percentage"  (or  "ACP") of Matching Contributions and After-Tax
Contributions  made  to  the  Plan for Highly Compensated Employees during the
Plan  Year  shall  not  exceed the greater of the limitations indicated below:

     (a)  One hundred twenty-five percent (125%) of the ACP for all Non-Highly
Compensated  Employees;  or

     (b)   The lesser of (i) the sum of the ACP for all Non-Highly Compensated
Employees  plus two percent (2%) or (ii) two hundred percent (200%) of the ACP
for  all  Non-Highly  Compensated  Employees.

If  one  or  more  Highly Compensated Employees are eligible for contributions
that  are tested under both this Section and Section 4.06, the multiple use of
the  Actual  Contribution Percentage alternative limit set forth in Subsection
4.06(2)  shall  apply."

17.    Subsection  4.09(3)(e) is deleted in its entirety, and the following is
substituted  in  its  place:

     "(e)    In  determining  the  character of Excess Aggregate Contributions
which  are  required  to  be  corrected  as  either  Matching Contributions or
After-Tax  Contributions,  in  no  event  shall  Matching Contributions remain
allocated to a Highly Compensated Employee's Account and such amounts shall be
treated  as  Forfeitures  (in  the  same  manner  as  provided  in  Subsection
4.09(3)(c)(ii))  if  the  After-Tax  Contributions  which were matched by such
Matching  Contributions  are  distributed  or  forfeited  as  Excess Aggregate
Contributions."

18.  Subsection  4.09(6)(a)  is  deleted in its entirety, and the following is
substituted  in  its  place:

     "4.09(6)  (a)    For  purposes of this Section 4.09, "Actual Contribution
Percentage"  (or  "ACP")  shall  mean  for  Eligible  Employees  the  average
(arithmetic  mean)  of  the  ratio  (calculated  separately  for each Eligible
Employee  to  the  nearest  one-hundredth  of  one  percent)  of:

          (i)    the sum of Matching Contributions actually contributed to the
Trust  on  behalf  of  such Employee and allocated to his Company Contribution
Account  for  the  Plan  Year,  plus

          (ii)  the Employee's After-Tax Contributions actually contributed to
the  Trust  on  behalf  of  such  Employee  and  allocated  to  his  After-Tax
Contribution  Account  for  the  Plan  Year,  plus

          (iii)   the Qualified Nonelective Contributions actually contributed
to  the  Trust  on  behalf  of  such  Employee  and  allocated  to the Pre-Tax
Contribution  Account  for  the  Plan  Year,  plus

          (iv)  the Pre-Tax Contributions actually contributed to the Trust on
behalf  of such Employee and allocated to the Pre-Tax Contribution Account for
the  Plan  Year,  that  qualify for aggregation under section 401(m)(3) of the
Code  and are designated by the Administrator under this Plan as includible in
this  computation  for  this  Plan  Year,  to

          (v)    the  Total Compensation, as defined in Subsection 4.09(6)(d),
received  by  the  Employee during the Plan Year, such average of ratios being
multiplied  by  one  hundred  (100).

To  the extent that the Administrator elects, pursuant to the above paragraph,
to  take  Pre-Tax Contributions (and other contributions) listed in Subsection
4.06(5)(a)  into  account  in computing the Actual Contribution Percentage for
such Plan Year, the Actual Deferral Percentage test under Section 4.06 must be
satisfied  separately,  disregarding  Pre-Tax  Contributions  (and  other
contributions)  listed  in  Subsection  4.06(5)(a)  but  used in computing the
Actual  Contribution  Percentage  for  such  Plan  Year.

In  calculating ACP, all Pre-Tax Contributions taken into account for purposes
of  determining  the  Actual  Contribution  Percentage shall: (i) (but for the
election  which  such Employee made in accordance with Section 3.04) relate to
Total  Compensation  that would have been received by such Employee during the
Plan  Year,  or  (ii) be attributable to services performed by the Employee in
the  Plan  Year  (but  for the election which such Employee made in accordance
with Section 3.04) and would have been received by the Employee within two and
one-half  months after the end of the Plan Year; and (iii) be allocated to the
Employee's  Pre-Tax  Contribution  Account  (and at the discretion of the Plan
Administrator to the subaccount for Qualified Nonelective Contributions) as of
a  date  within  the Plan Year; and (iv) not be contingent upon the Employee's
participation in the Plan or performance of services on any date subsequent to
the  date  as  of  which  such  contributions  are allocated; and (v) shall be
actually  paid  to  the  Plan  no  later than the end of the twelve (12) month
period immediately following the Plan Year to which such contribution relates;
and  (vi)  shall be considered for purposes of the ACP with respect to amounts
allocated  only to the accounts of Participants who are not Highly Compensated
Employees.

In  calculating ACP, an After-Tax Contribution shall be taken into account for
a  Plan  Year  only  if  such After-Tax Contribution: (i) is paid to the Trust
during  such Plan Year or (ii) is paid to an agent of the Plan and transmitted
to  the  Trust  within  a reasonable period after the end of the Plan Year. In
calculating  ACP,  a  Matching  Contribution shall be taken into account for a
Plan  Year  only  if such Matching Contribution: (i) is made on account of the
Employee's  After-Tax Contributions or Pre-Tax Contribution for the Plan Year,
(ii)  is  allocated  to  the  Employee as of a date during such Plan Year, and
(iii)  is  paid to the Trust not later than the last day of the twelfth (12th)
month  following  the  close  of  such  Plan  Year.

In  calculating  ACP,  all  employee  contributions  and  employer  matching
contributions  (as  defined  in  Section  401(m)(4) of the Code) of any Highly
Compensated  Employee  who participates in more than one plan maintained by an
Affiliated  Company  shall  be  aggregated  for  purposes  of determining such
percentage.

In  calculating  ACP,  all  employee  contributions  and  employer  matching
contributions  (as  defined  in  Section  401(m)(4)  of  the Code) to any plan
required to be aggregated with the Plan for purposes of Code Section 401(a)(4)
or  410(b)  shall  be  treated  as  if  made  under  the  Plan. If the Plan is
permissively  aggregated  with  another  plan  in  order  to  comply  with the
limitations  of  Subsection  4.09(l), such aggregated plans must also meet the
requirements  of  Code  Sections  401(a)(4)  and  410(b)  as  a  single plan."

19.  Subsection  4.09(6)(c)  is  deleted in its entirety, and the following is
substituted  in  its  place:

     "(c)   "Eligible Employee" for purposes of this Section 4.09 means for or
during  a  Plan  year  each  Employee who is eligible to become a Participant,
including those Employees who are eligible to but fail to file to the election
required  by  Section  3.04."

20.  The  caption  for  Section  4.11 and Subsection 4.11(l)(a) are deleted in
their  entirety,  and  the  following  are  substituted  in  their  place:

     "4.11    General  Withdrawal  of  Pre-Tax  Contributions and Distribution
              ----------------------------------------------------------------
              Restrictions.
              ------------

4.11(l)  (a)   Notwithstanding any Plan provisions to the contrary, and except
as  provided  in  Section  4.12,  amounts  held  in  a  Participant's  Pre-Tax
Contributions  Account  are  not  distributable  prior  to  the  earliest  of:

          (i)   his separation from service (as defined in Code section 401(k)
and  the  Treasury  Regulations  thereunder)  pursuant  to  Article  X;

          (ii)    his  Disability  pursuant  to  Article  VIII;

          (iii)    his  Death  pursuant  to  Article  IX;

          (iv)    his  attainment  of  age 59  pursuant to Subsection 4.11(2);

          (v)    the  termination  of  the  Plan;  provided,  however,  that a
distribution  is  allowable  under this provision only if neither the Employer
nor  another  company  in  an  Affiliated  Group  with the Company maintains a
successor  plan  (as  defined in Treasury Regulation Section 1.401(k)-l(d)(3))
other  than  an  employee  stock  ownership  plan on the date of distribution;

          (vi)  the disposition, to a corporation that is not in an Affiliated
Group  with  the  Employer, of substantially all (at least eighty-five percent
(85%))  of  the  assets (within the meaning of Code Section 409(d)(2)) used by
the  Employer  in  a  trade  or  business  of  the  Employer,  but only if the
Participant continues employment with the transferee corporation, the Employer
continues  to  maintainthe Plan and the distribution is in connection with the
disposition  that  causes  the  Participant's  employment  transfer;  or

          (vii)   the disposition, to an entity or individual that is not in a
Affiliated Group with the Employer, of the Employer's interest in a subsidiary
(within  the  meaning  of  Code Section 409(d)(3)) in which the Participant is
employed,  but  only  if  the  Participant  continues  employment  with  the
subsidiary,  the  Employer continues to maintain the Plan and the distribution
is in connection with the disposition that causes the Participant's employment
transfer."

21.  Subsection  5.02(l)(d)  is  deleted in its entirety, and the following is
substituted  in  its  place:

     "(d)         any amounts derived from contributions paid or accrued after
December  31,  1985,  in  the  first  taxable  year  for  which  a  reserve is
established  pursuant to Code Section 419A and each subsequent year, which are
attributable  to  post-retirement  medical  benefits allocated to the separate
account  of  a  key  employee  (as defined in Code Section 419A(d)(3)) under a
welfare  benefit  fund  (as  defined  in Code Section 419(e)) maintained by an
Employer.

Provided,  however, that the twenty-five percent (25%) limitation set forth in
this Subsection 5.02(l)(ii) shall not apply to amounts described in Subsection
5.02(l)(d).

Solely  for  purposes  of  this  Section, the determination of a Participant's
Pre-Tax  Contributions and After-Tax Contributions for a Limitation Year shall
exclude  the  items  set forth in Sections 1.415-6(b)(3)(i)-(iv) of the Income
Tax  Regulations,  and the determination of a Participant's revocable share of
Matching  Contributions  for  a  Limitation  Year  shall  exclude any Matching
Contributions  allocated  to such Participant for any of the reasons set forth
in  Sections  1.4156(b)(2)(ii)-(iv)  of  the Income Tax Regulations (except as
otherwise  provided  in  such  Sections)."

22.  Subsection  6.04(4)  is  deleted  in  its  entirety, and the following is
substituted  in  its  place:

     "6.04(4)    Allocation  of  Qualified  Nonelective  Contributions. If the
                 -----------------------------------------------------
Employer  has  made a Qualified Nonelective Contribution for the Plan Year, as
of  the  last  day  of the Plan Year the Employer shall allocate, for the Plan
Year,  to  a  subaccount  within  the  Pre-Tax  Contribution  Account  of each
Participant  who  is  not  a  Highly  Compensated  Employee the portion of the
Qualified  Nonelective Contribution for the Plan Year which equals the maximum
amount  which  can  be allocated to that Participant without causing the total
amount allocated to the Participant under the Plan to exceed the limitation of
Section  5.02;  provided, however, that allocations under this Section 6.04(4)
shall be made first for the benefit of the Participant or Participants who are
not  Highly Compensated Employees and who have the lowest Compensation for the
Plan  Year,  then  as  the Actual Deferral Percentages (or, if applicable, the
Actual  Contribution Percentage)of those Participants increase, as a result of
these  allocations, allocations shall be added to the accounts of Participants
who  are  not Highly Compensated Employees who have the next lowest individual
Compensation,  and  so  on until the entire Qualified Nonelective Contribution
has  been  allocated."

23.  The  first  sentence of Section 10.01 is deleted in its entirety, and the
following  is  substituted  in  its  place:

     "10.01          Vesting  Upon  Termination  of Employment. Subject to the
                     -----------------------------------------
provisions of Sections 4.11 and 10.04 and Subsection 12.03(2), in the event of
the  Termination  of  Employment  of  a Participant, such Participant shall be
entitled  to  receive  distribution of the following percentage of his Company
Contribution Account, as of the Allocation Date coinciding with or immediately
following  the  date  on  which  such  Participant  terminates  employment:"

24.  The first sentence of Subsection 11.01(1) is deleted in its entirety, and
the  following  is  substituted  in  its  place:

     "11.01(i)    Upon  a Participant's: (i) retirement on or after his Normal
Retirement  Date,  (ii)  retirement  due  to  Disability, (iii) death, or (iv)
Termination  of  Employment  (subject  to Section 4.11), he or his Beneficiary
shall  be  entitled  to payment in an amount determined in accordance with the
provisions  of  Article  VII  VIII,  IX,  or  X."

25. Section 13.13 is deleted in its entirety, and the following is substituted
in  its  place:

     "13.13        Indemnification. In the event and to the extent not insured
                   ---------------
against  under  any  contract  of  insurance  with  an  insurance company, the
Employers  shall  indemnify  and  hold  harmless  each "Indemnified Person" as
defined  below,  against  any  and  all  claims,  demands, suits, proceedings,
losses,  damages,  interest, penalties, expenses, (specifically including, but
not  limited  to  reasonable  counsel  fees,  court costs and other reasonable
expenses  of  litigation), and liability of every kind, including amounts paid
in  settlement,  with  the  approval  of the Board, arising from any action or
cause  of action related to the Indemnified Person's act or acts or failure to
act.  Such  indemnity  shall apply regardless of whether such claims, demands,
suits,  proceedings,  losses,  damages,  interest,  penalties,  expenses,  and
liability  arise in whole or in part from (i) the negligence or other fault of
the  Indemnified  Person,  except when the same is judicially determined to be
due  to  gross negligence, fraud, or willful or intentional misconduct of such
Indemnified  Person  or (ii) from the imposition on such Indemnified Person of
any penalties imposed by the Secretary of Labor, pursuant to Section 502(l) of
ERISA,  relating,  to any breaches of fiduciary responsibility under Part 4 of
Title  I of ERISA. "Indemnified Person" shall mean each member of the Board of
Directors,  each  member  of  the  Administrative  Committee,  each individual
Trustee,  and  each  other  Employee who is allocated fiduciary responsibility
hereunder.  Upon  request by theIndemnified Person, and at such other times as
may  be  determined  by  the Plan Administrator, any indemnification due under
this  Section 13.13 shall be made as the loss or expense is incurred. Payments
under  this  Section  13.13  may  be  made  directly  to  a third party at the
direction  of  the  Board  or  the  Indemnified  Person. In the event the Plan
Administrator  subsequently  determines  that  a payment based upon an initial
determination  of  the  applicability  of this Section 13.13 was inadvertently
made,  the  Indemnified  Person  on  whose  behalf such payment was made shall
reimburse  the  Employers  to the extent required to satisfy the terms of this
Section  13.13. The indemnification provisions of this Section 13.13 shall not
relieve  any  person  from any liability he may have under ERISA for breach of
fiduciary  duty."

26.  Subsection  19.01(l)  is  deleted  in  its entirety, and the following is
substituted  in  its  place:

     "19.01(i)    "Defined  Benefit  Plan" shall have the meaning set forth in
Subsection  5.05(2)."

27.  Subsection  19.03(l)  is  deleted  in  its entirety, and the following is
substituted  in  its  place:

     "19.03(1)    Vesting.  Any  Participant  who  is credited with an Hour of
                  -------
Service  in  the  first Plan Year in which the Plan is a Top Heavy Plan, or in
any  subsequent  Plan Year after such first Plan Year (whether or not the Plan
is a Top Heavy Plan in such subsequent Plan Year) shall have his percentage of
vested  benefits owing upon a Termination of Employment determined pursuant to
the  following  schedule,  in lieu of the schedule set forth in Section 10.01:

<TABLE>

<CAPTION>



<S>                            <C>

VESTING YEARS OF SERVICE       PERCENTAGE
-----------------------------  -----------
Less than 2 years                       0%
2 years but less than 3 years          20%
3 years but less than 4 years          40%
4 years but less than 5 years          60%
5 years but less than 6 years          80%
6 years or more                       100%
</TABLE>



Notwithstanding  the foregoing, for Participants hired before January 1, 1989,
their  vested  percentage  shall  be one percent (1%) rather than zero percent
(0%)  prior  to  being  credited  with  two  (2)  Vesting  Years  of Service."

28.  Subsection  19.03(2) is amended to add the following two sentences to the
end  of  Subsection  19.03(2):

     "Pre-Tax  Contributions  on behalf of Key Employee Participants are taken
into account in determining the minimum contribution under this Subsection. On
the  other  hand, Pre-Tax Contributions on behalf of Non-Key Employees may not
betreated  as a Matching Contribution for purposes of the minimum contribution
or  benefit  requirement  of  section  416  of  the  Code."

IN  WITNESS  WHEREOF,  this Amendment has been executed the day and year first
above  written.


                              CLUB  CORPORATION  INTERNATIONAL



                              By:    Kim  S.  Besse