CLUBCORP INC
EX-10.1 AMENDMENT TO EMPLOYEES STOCK OWNERSHIP
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<TYPE>EX-10.1
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<FILENAME>d96357ex10-1.txt
<DESCRIPTION>EX-10.1 AMENDMENT TO EMPLOYEES STOCK OWNERSHIP
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                                                                    EXHIBIT 10.1


                             SECOND AMENDMENT TO THE
                    CLUBCORP EMPLOYEES STOCK OWNERSHIP TRUST

         This Amendment is made effective as of January 1, 2001 by ClubCorp,
Inc., a Delaware corporation, formerly ClubCorp International, Inc.
("ClubCorp").

                                   WITNESSETH:

         WHEREAS, ClubCorp maintains the ClubCorp Employee Stock Ownership Plan,
("CCESOP") a restatement of the ClubCorp Stock Investment Plan, and the ClubCorp
Stock Employee Stock Ownership Trust ("Trust"); and

         WHEREAS, ClubCorp has amended the Trust to provide that ClubCorp stock
held under the CCESOP will be valued by an independent appraiser rather than by
ClubCorp; and

         WHEREAS, ClubCorp has amended the CCESOP to provide that ClubCorp stock
held under the CCESOP will be valued on June 30 and December 31 and such other
dates as of which Company Stock is valued, as specified by the Plan
Administrator; and

         WHEREAS, ClubCorp now desires to align the Trust provisions with those
of the CCESOP by amending the Trust to provide that the stock held in the Trust
shall be valued on June 30 and December 31 and such other dates as of which
Company Stock is valued, as specified by the Plan Administrator; and

         WHEREAS, the Trust may be amended by ClubCorp pursuant to the
provisions of Article X of the Trust, and ClubCorp desires to amend the Trust.

         NOW, THEREFORE, the Trust is amended as follows, effective as set forth
above:

         1. Existing Article VII is deleted in its entirety, and the following
is substituted in its place:

                                  "ARTICLE VII

                              ACCOUNTS AND RECORDS

                  The Trustee shall maintain true, accurate and detailed
         accounts of all investments, receipts, disbursements and other
         transactions hereunder. All accounts, books, and records relating
         thereto shall be open to inspection at all reasonable times and may be
         audited from time to time by any person designated by the Plan
         Administrator. Within ninety (90) days after the close of the fiscal
         year of the Trust Fund, within ninety (90) days after the removal or
         resignation of the Trustee, and from time to time as the Plan
         Administrator may direct, the Trustee shall file a written account with
         the Plan Administrator which shall show: (i) the assets of the Trust
         Fund, as of the end of such period, and the cost and current value
         thereof as defined in ERISA Section 3(26); and (ii) all investments,
         receipts, disbursements, and other transactions effected by it during
         such fiscal year or other period for which



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         such accounting is filed. Notwithstanding anything to the contrary
         contained herein, Company Stock shall be valued as of June 30 and
         December 31 by an independent appraiser selected and retained by the
         Plan Administrator. In the event Company Stock becomes publicly traded,
         the foregoing sentence shall not apply. If, however, at the time such
         written account is to be filed, the Trust Fund contains assets which
         have no fair market value, the Trustee shall be responsible for valuing
         only such of those assets as were acquired by the Trustee in its
         discretion. Any such assets not acquired by the Trustee in its
         discretion shall be valued by the Plan Administrator. The Plan
         Administrator may approve such accounting by written notice of approval
         delivered to the Trustee or by failure to express objection to such
         accounting in writing delivered to the Trustee within ninety (90) days
         from the date upon which the accounting is delivered to the Plan
         Administrator. Upon the expiration of ninety (90) days from the date of
         filing such account with the Plan Administrator or upon earlier
         specific approval thereof by the Plan Administrator, the Trustee, as
         between each Employer, the Plan Administrator, and the Trustee, shall
         be forever released and discharged from all liability as to all items
         and matters included in such accounting as if settled by the decree of
         a court of competent jurisdiction, except with respect to any such
         action or transaction to which the Plan Administrator shall within such
         ninety (90) day period, file written objections with the Trustee. The
         liability of Trustee to persons other than an Employer or the Plan
         Administrator shall be limited to actions under ERISA brought within
         the period permitted by law for the bringing of such action. Nothing
         herein contained, however, shall be deemed to preclude the Trustee of
         its right to have its accounts judicially settled by a court of
         competent jurisdiction."


                                        CLUBCORP, INC.


Date:   4-1-01                          By /s/ KIM S. BESSE
     ---------------------------          --------------------------------------
                                                Its: Sr. VP, People Strategy
                                                    ----------------------------

                                        TRUSTEES:


Date:   4-1-01                          /s/ ALBERT CHEW
     ---------------------------        ----------------------------------------
                                        Albert Chew

Date:   4-1-01                          /s/ JAMES E. MASER
     ---------------------------        ----------------------------------------
                                        James E. Maser

Date:   4-1-01                          /s/ JACK LUPTON
     ---------------------------        ----------------------------------------
                                        Jack Lupton

Date:   4-1-01                          /s/ KEN BAER
     ---------------------------        ----------------------------------------
                                        Ken Baer


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