SECOND AMENDMENT
                                     TO THE
                                 CLUBCORP, INC.
                               OMNIBUS STOCK PLAN


     This  Second  Amendment  to  the  ClubCorp,  Inc.  Omnibus  Stock Plan (the
"Amendment")  is  hereby adopted by ClubCorp, Inc. on the 30th day of June, 2000
pursuant  to  the terms of Section 10.2 of the ClubCorp, Inc. Omnibus Stock Plan
(formerly  known  as  the Club Corporation International Omnibus Stock 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 February
10,  1998;

     WHEREAS, the Plan was previously amended by the First Amendment to the Club
Corporation  International Omnibus Stock Plan, effective January 27, 1999, which
among  other  things: (i) changed the name of the Plan from the Club Corporation
International  Omnibus  Stock  Plan to the ClubCorp, Inc. Omnibus Stock Plan and
(ii)  changed the name of the Corporation from Club Corporation International to
ClubCorp,  Inc.;

     WHEREAS,  pursuant  to  Section  10.2  of the Plan, the Corporation, acting
through  its  Board  of Directors without shareholder approval, 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 10.2 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:

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

     "1.29   '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."

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

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

     "1.32  'VESTING ACCELERATION TERMINATION' means a Holder's Termination from
employment  with  the  Corporation  or an Affiliate that has occurred within the
Change  in  Control  Period  and  said  Termination  was  due  to:

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

          (b)  involuntary  Termination  for  a  reason  other  than  Cause."

2.  Existing Subsection 1.18 of the Plan is deleted in its entirety and replaced
with  the  following  new  Subsection  1.18:

     "1.18  'OPTION' means a stock option that does not satisfy the requirements
of  Code  Section 4.22.  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.  The  second  sentence  of Section 6.1 of the Plan is deleted in its entirety
and  the  following  new  sentences  are  substituted  in  its  place:

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

4.  Section  6.3  of the Plan is amended by adding thereto immediately following
the  last  existing  sentence  in  Section  6.3  the  following:

     "Without limiting the generality of the foregoing, except where the payment
would  be in the minimum amount necessary to alleviate a Hardship of the Holder,
the  Corporation  will  not cancel, or acquire, shares of Restricted Stock until
after  the six (6) month anniversary of the date on which the restrictions lapse
on  such  shares  of  Restricted  Stock."

5.  Existing  Section  6.4  of  the  Plan  is  hereby  amended  as  follows:

     (a)  The  existing  first  sentence  of the second paragraph (the paragraph
beginning  with the phrase "Notwithstanding any Plan provision to the contrary")
of  Section  6.4  of  the  Plan is deleted in its entirety and replaced with the
following:

          "Except  as  provided  in  the  following  paragraph,  where  a Holder
acquires  shares  of  Stock  through the exercise of a Prior Option, such Holder
must  own  shares  of  Stock  worth  a  minimum dollar amount, as such amount is
established by the Committee, 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  second  (the  paragraph beginning with the phrase "Notwithstanding any
Plan  provision  to  the  contrary")  and third paragraphs of Section 6.4 of the
Plan:

          "Notwithstanding the foregoing, each Holder 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 established by the Committee,
and  each  Holder 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  Option  necessary  to  alleviate  a  Hardship  of  Holder."

     (c)  The  existing  first  sentence  of  the  existing third paragraph (the
paragraph  beginning with the phrase "In addition, all Stock issued") of Section
6.4  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 an exercise of an Award under
this  Plan  shall  be  subject  to  the terms and conditions of the shareholders
agreement that the Corporation shall forward to each Holder upon the exercise of
an  Award."

6.  A  new  Section  6.15  of  the  Plan  is  added  to  the  Plan  as  follows:

     "6.15  ACCELERATION OF VESTING UPON CHANGE OF CONTROL.  In the event that a
Holder  ceases  to  be  an  Eligible  Individual  due  to a Vesting Acceleration
Termination,  such  Holder's  Awards  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 related to the Vesting
Acceleration  Termination."

7.  A  new  Section  6.16  of  the  Plan  is  added  to  the  Plan  as  follows:

     "6.16  MINIMUM  WITHHOLDING  TAXES UPON EXERCISE OF OPTIONS.  The Committee
may,  in  its  discretion,  in whole or part, (i) require a Holder to pay to the
Corporation  at  the time of exercise of an Option (or portion of an Option) the
amount  that  the  Corporation 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 Corporation to meet
such  withholding  obligation."


     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
                                                  ------------------------