<PAGE>

                                                                   EXHIBIT 10.23

[CALLAWAY GOLF LOGO]

           Master Plan Document for the
           Callaway Golf Company
           Executive Deferred Compensation Plan

================================================================================

                              CALLAWAY GOLF COMPANY
                              2180 RUTHERFORD ROAD
                               CARLSBAD, CA 92008

<PAGE>

[CALLAWAY GOLF LOGO]

           Master Plan Document for the
           Callaway Golf Company Executive Deferred Compensation Plan

                                TABLE OF CONTENTS

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Purpose..................................................................................    1

ARTICLE 1     Definitions................................................................    1

ARTICLE 2     Selection/Enrollment/Eligibility...........................................    7

      2.1     Selection by Committee.....................................................    7
      2.2     Enrollment Requirements....................................................    7
      2.3     Eligibility; Commencement of Participation.................................    7
      2.4     Termination of Participation and/or Deferrals..............................    7

ARTICLE 3     Deferral Commitments/Rollover Amounts/Company Matching
              Amounts/Company Contribution Amounts/Vesting/Crediting/Taxes ..............    8

      3.1     Minimum Deferrals..........................................................    8
      3.2     Maximum Deferral...........................................................    8
      3.3     Election to Defer; Effect of Election Form.................................    9
      3.4     Withholding of Annual Deferral Amounts.....................................    9
      3.5     Rollover Amount............................................................    9
      3.6     Annual Company Matching Amount.............................................    9
      3.7     Annual Company Contribution Amount.........................................   10
      3.8     Investment of Trust Assets.................................................   10
      3.9     Vesting....................................................................   10
     3.10     Crediting/Debiting of Account Balances.....................................   11
     3.11     FICA and Other Taxes.......................................................   13
     3.12     Distributions..............................................................   13

ARTICLE 4     Short-Term Payout/Unforeseeable Financial Emergencies/Withdrawal Election..   14

      4.1     Short-Term Payout..........................................................   14
      4.2     Other Benefits Take Precedence Over Short-Term............................    14
      4.3     Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies......   14
      4.4     Withdrawal Election........................................................   15

ARTICLE 5     Survivor Benefit...........................................................   15

      5.1     Survivor Benefit...........................................................   15

ARTICLE 6     Termination Benefit........................................................   15
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           Master Plan Document for the
           Callaway Golf Company Executive Deferred Compensation Plan

<TABLE>
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       6.1   Termination Benefit ....................................    15
       6.2   Payment of Termination Benefit .........................    15

ARTICLE 7    Disability Waiver and Benefit...........................    16

       7.1   Disability Waiver ......................................    16
       7.2   Continued Eligibility; Disability Benefit ..............    16

ARTICLE 8    Beneficiary Designation.................................    17

       8.1   Beneficiary ............................................    17
       8.2   Beneficiary Designation; Change; Spousal Consent .......    17
       8.3   Acknowledgement ........................................    17
       8.4   No Beneficiary Designation .............................    17
       8.5   Doubt as to Beneficiary ................................    17
       8.6   Discharge of Obligations ...............................    17

ARTICLE 9    Leave of Absence........................................    18

       9.1   Paid Leave of Absence ..................................    18
       9.2   Unpaid Leave of Absence ................................    18

ARTICLE 10   Termination/Amendment or Modification...................    18

      10.1   Termination ............................................    18
      10.2   Amendment ..............................................    19
      10.3   Plan Agreement .........................................    19
      10.4   Effect of Payment ......................................    19

ARTICLE 11   Administration..........................................    19

      11.1   Committee Duties .......................................    19
      11.2   Administration Upon Change In Control ..................    19
      11.3   Agents .................................................    20
      11.4   Binding Effect of Decisions ............................    20
      11.5   Indemnity of Committee .................................    20
      11.6   Employer Information ...................................    20

ARTICLE 12   Other Benefits and Agreements...........................    20

      12.1   Coordination with Other Benefits .......................    20

ARTICLE 13   Claims Procedures.......................................    21

      13.1   Presentation of Claim ..................................    21
      13.2   Notification of Decision ...............................    21
</TABLE>

                                       ii

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[CALLAWAY GOLF LOGO]

              Master Plan Document for the
              Callaway Golf Company Executive Deferred Compensation Plan

<TABLE>
<S>                                                                      <C>
      13.3   Review of a Denied Claim ...............................    21
      13.4   Decision on Review .....................................    22
      13.5   Mediation ..............................................    22
      13.6   Binding Arbitration ....................................    22

ARTICLE 14   Trust......................................... .........    22

      14.1   Establishment of the Trust .............................    22
      14.2   Interrelationship of the Plan and the Trust ............    22
      14.3   Distributions From the Trust ...........................    23

ARTICLE 15   Miscellaneous...........................................    23

      15.1   Status of Plan .........................................    23
      15.2   Unsecured General Creditor .............................    23
      15.3   Employer's Liability ...................................    23
      15.4   Nonassignability .......................................    23
      15.5   Not a Contract of Employment ...........................    23
      15.6   Furnishing Information .................................    24
      15.7   Terms ..................................................    24
      15.8   Captions ...............................................    24
      15.9   Governing Law ..........................................    24
     15.10   Notice .................................................    24
     15.11   Successors .............................................    24
     15.12   Spouse's Interest ......................................    24
     15.13   Validity ...............................................    24
     15.14   Incompetent ............................................    24
     15.15   Court Order ............................................    25
     15.16   Distribution in the Event of Taxation ..................    25
     15.17   Insurance ..............................................    25
     15.18   Legal Fees To Enforce Rights After Change in Control ...    26
</TABLE>

                                      iii

<PAGE>

[CALLAWAY GOLF LOGO]

           Master Plan Document for the
           Callaway Golf Company Executive Deferred Compensation Plan

           CALLAWAY GOLF COMPANY EXECUTIVE DEFERRED COMPENSATION PLAN

                     AMENDED AND RESTATED AS OF MAY 6, 2002

                                     PURPOSE

      The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated Employees and Directors who
contribute materially to the continued growth, development and future business
success of Callaway Golf Company, a Delaware corporation, and its subsidiaries,
if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and
for purposes of Title I of ERISA. This Plan shall amend and supersede in its
entirety the Callaway Golf Company Executive Deferred Compensation Plan, as
amended, dated August 1, 1994. Any and all balances accrued by a Participant
under such predecessor plan shall be subject to the terms and conditions of this
Plan and shall be referred to as the "Rollover Account."

                                    ARTICLE 1
                                   DEFINITIONS

      For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1   "Account Balance" shall mean, with respect to a Participant, a credit on
      the records of the Employer equal to the sum of (i) the Rollover Account
      balance, (ii) the Deferral Account balance, (iii) the vested Company
      Matching Account balance, and (iv) the vested Company Contribution Account
      balance. The Account Balance, and each other specified account balance,
      shall be a bookkeeping entry only and shall be utilized solely as a device
      for the measurement and determination of the amounts to be paid to a
      Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2   "Annual Base Salary" shall mean the annual cash compensation relating to
      services performed during any calendar year, whether or not paid in such
      calendar year or included on the Federal Income Tax Form W-2 for such
      calendar year, excluding bonuses, commissions, overtime, fringe benefits,
      stock options, restricted stock, relocation expenses, unused and unpaid
      excess vacation days, incentive payments, non-monetary awards, directors
      fees and other fees, automobile and other allowances paid to a Participant
      for employment services rendered (whether or not such allowances are
      included in the Employee's gross income). Annual Base Salary shall be
      calculated before reduction for compensation voluntarily deferred or
      contributed by the Participant pursuant to all qualified or non-qualified
      plans of any Employer and shall be calculated to include amounts not
      otherwise included in the Participant's gross income under Code Sections
      125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any
      Employer; provided, however, that all such amounts will be included in
      compensation only to the extent that, had there been no such plan, the
      amount would have been payable in cash to the Employee.

1.3   "Annual Bonus" shall mean any compensation, in addition to Annual Base
      Salary, relating to services performed during any calendar year, whether
      or not paid in such calendar year or

                                       1
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[CALLAWAY GOLF LOGO]

           Master Plan Document for the
           Callaway Golf Company Executive Deferred Compensation Plan

      included on the Federal Income Tax Form W-2 for such calendar year,
      payable to a Participant as an Employee under any Employer's annual bonus
      and cash incentive plans, excluding stock options and restricted stock.

1.4   "Annual Company Contribution Amount" shall mean, for any one Plan Year,
      the amount determined in accordance with Section 3.7.

1.5   "Annual Company Matching Amount" shall mean, for any one Plan Year, the
      amount determined in accordance with Section 3.6.

1.6   "Annual Deferral Amount" shall mean that portion of a Participant's Annual
      Base Salary, Annual Bonus, Commissions and Directors Fees that a
      Participant elects to have, and is deferred, in accordance with Article 3,
      for any one Plan Year. In the event of a Participant's Disability (if
      deferrals cease in accordance with Section 7.1), death, or a Termination
      of Employment prior to the end of a Plan Year, such year's Annual Deferral
      Amount shall be the actual amount withheld prior to such event.

1.7   "Annual Installment Method" shall be an annual installment payment over
      the number of years (not to exceed 10) selected by the Participant in
      accordance with this Plan, calculated as follows: The Account Balance of
      the Participant shall be calculated as of the most recent Valuation Date.
      The annual installment shall be calculated by multiplying this balance by
      a fraction, the numerator of which is one, and the denominator of which is
      the remaining number of annual payments due the Participant. By way of
      example, if the Participant elects a 10-year Annual Installment Method,
      the first payment shall be 1/10 of the Account Balance as of the most
      recent Valuation Date. The following year, the payment shall be 1/9 of the
      Account Balance as of the most recent Valuation Date. Each annual
      installment shall be paid as soon as practicable after the amount is
      calculated, but not later than thirty days after the Valuation Date.

1.8   "Beneficiary" shall mean one or more persons, trusts, estates or other
      entities, designated in accordance with Article 8, that are entitled to
      receive benefits under this Plan upon the death of a Participant.

1.9   "Beneficiary Designation Form" shall mean the form established from time
      to time by the Committee that a Participant completes, signs and returns
      to the Committee to designate one or more Beneficiaries.

1.10  "Board" shall mean the board of directors of the Company.

1.11  "Change in Control" shall mean the first to occur of any of the following
      events:

        (a) Any person, entity or group, within the meaning of Section 13(d) or
            14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
            but excluding the Company and its affiliates and any employee
            benefit or stock ownership plan of the Company or its affiliates and
            also excluding an underwriter or underwriting syndicate that has
            acquired the Company's securities solely in connection with a public
            offering thereof (such person, entity or group being referred to
            herein as a "Person") becomes the beneficial owner (within the
            meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or
            more

                                        2
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[CALLAWAY GOLF LOGO]

           Master Plan Document for the
           Callaway Golf Company Executive Deferred Compensation Plan

            of either the then outstanding shares of Common Stock or the
            combined voting power of the Company's then outstanding securities
            entitled to vote generally in the election of directors; or

        (b) Individuals who, as of the effective date hereof, constitute the
            Board of Directors of the Company (the "Incumbent Board") cease for
            any reason to constitute at least a majority of the Board of
            Directors of the Company, provided that any individual who becomes a
            director after the effective date hereof whose election, or
            nomination for election by the Company's shareholders, is approved
            by a vote of at least a majority of the directors then comprising
            the Incumbent Board shall be considered to be a member of the
            Incumbent Board unless that individual was nominated or elected by
            any Person having the power to exercise, through beneficial
            ownership, voting agreement and/or proxy, 20% or more of either the
            outstanding shares of Common Stock or the combined voting power of
            the Company's then outstanding voting securities entitled to vote
            generally in the election of directors, in which case that
            individual shall not be considered to be a member of the Incumbent
            Board unless such individual's election or nomination for election
            by the Company's shareholders is approved by a vote of at least
            two-thirds of the directors then comprising the Incumbent Board; or

        (c) Consummation by the Company of the sale or other disposition by the
            Company of all or substantially all of the Company's assets or a
            reorganization or merger or consolidation of the Company with any
            other person, entity or corporation, other than

(1)   A reorganization or merger or consolidation that would result in the
      voting securities of the Company outstanding immediately prior thereto
      (or, in the case of a reorganization or merger or consolidation that is
      preceded or accomplished by an acquisition or series of related
      acquisition by any Person, by tender or exchange offer or otherwise, of
      voting securities representing 5% or more of the combined voting power of
      all securities of the Company, immediately prior to such acquisition or
      the first acquisition in such series of acquisitions) continuing to
      represent, either by remaining outstanding or by being converted into
      voting securities of another entity, more than 50% of the combined voting
      power of the voting securities of the Company or such other entity
      outstanding immediately after such reorganization or merger or
      consolidation (or series of related transactions involving such a
      reorganization or merger or consolidation) or

(2)   A reorganization or merger or consolidation effected to implement a
      recapitalization or reincorporation of the Company (or similar
      transaction) that does not result in a material change in beneficial
      ownership of the voting securities of the Company or its successor; or

        (d) Approval of the shareholders of the Company or an order by a court
            of competent jurisdiction of a plan of liquidation of the Company.

1.12  "Claimant" shall have the meaning set forth in Section 13.1.

1.13  "Code" shall mean the Internal Revenue Code of 1986, as it may be amended
      from time to time.

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           Master Plan Document for the
           Callaway Golf Company Executive Deferred Compensation Plan

1.14     "Commissions" shall mean any compensation in addition to Annual Base
         Salary and Annual Bonus relating to services performed during any
         calendar year, whether or not paid in such calendar year or included on
         the Federal Income Tax Form W-2 for such calendar year, payable to a
         Participant as an Employee under any Employer's commission agreement.

1.15  "Committee" shall mean the committee described in Article 11.

1.16  "Company" shall mean Callaway Golf Company, a Delaware corporation, and
      any successor to all or substantially all of the Company's assets or
      business.

1.17  "Company Contribution Account" shall mean (i) the sum of the Participant's
      Annual Company Contribution Amounts, plus (ii) amounts credited (net of
      amounts debited) in accordance with all the applicable crediting
      provisions of this Plan that relate to the Participant's Company
      Contribution Account, less (iii) all distributions made to the Participant
      or his or her Beneficiary pursuant to this Plan that relate to the
      Participant's Company Contribution Account.

1.18  "Company Matching Account" shall mean (i) the sum of all of a
      Participant's Annual Company Matching Amounts, plus (ii) amounts credited
      (net of amounts debited) in accordance with all the applicable provisions
      of this Plan that relate to the Participant's Company Matching Account,
      less (iii) all distributions made to the Participant or his or her
      Beneficiary pursuant to this Plan that relate to the Participant's Company
      Matching Account.

1.19  "Deduction Limitation" shall mean the following described limitation on a
      benefit that may otherwise be distributable pursuant to the provisions of
      this Plan. Except as otherwise provided, this limitation shall be applied
      to all distributions that are "subject to the Deduction Limitation" under
      this Plan. If an Employer determines in good faith prior to a Change in
      Control that there is a reasonable likelihood that any compensation paid
      to a Participant for a taxable year of the Employer would not be
      deductible by the Employer solely by reason of the limitation under Code
      Section 162(m), then to the extent deemed necessary by the Employer to
      ensure that the entire amount of any distribution to the Participant
      pursuant to this Plan prior to the Change in Control is deductible, the
      Employer may defer all or any portion of a distribution under this Plan.
      Any amounts deferred pursuant to this limitation shall continue to be
      credited/debited with additional amounts in accordance with Section 3.10
      below, even if such amount is being paid out in installments. The amounts
      so deferred and amounts credited thereon shall be distributed to the
      Participant or his or her Beneficiary (in the event of the Participant's
      death) at the earliest possible date, as determined by the Employer in
      good faith, on which the deductibility of compensation paid or payable to
      the Participant for the taxable year of the Employer during which the
      distribution is made will not be limited by Section 162(m), or if earlier,
      the effective date of a Change in Control. Notwithstanding anything to the
      contrary in this Plan, the Deduction Limitation shall not apply to any
      distributions made after a Change in Control.

1.20  "Deferral Account" shall mean (i) the sum of all of a Participant's Annual
      Deferral Amounts, plus (ii) amounts credited in accordance with all the
      applicable crediting provisions of this Plan that relate to the
      Participant's Deferral Account, less (iii) all distributions made to the
      Participant or his or her Beneficiary pursuant to this Plan that relate to
      his or her Deferral Account.

                                        4
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           Master Plan Document for the
           Callaway Golf Company Executive Deferred Compensation Plan

1.21  "Director" shall mean any member of the board of directors of the
      Employer.

1.22  "Director Fees" shall mean the annual fees paid by any Employer, including
      retainer fees and meeting fees, as compensation for serving on the board
      of directors.

1.23  "Disability" shall mean a period of disability during which a Participant
      qualifies for permanent disability benefits under the Participant's
      Employer's long-term disability plan, or, if a Participant does not
      participate in such a plan, a period of disability during which the
      Participant would have qualified for permanent disability benefits under
      such a plan had the Participant been a participant in such a plan, as
      determined in the sole discretion of the Committee. If the Participant's
      Employer does not sponsor such a plan, or discontinues to sponsor such a
      plan, Disability shall be determined by the Committee in its sole
      discretion.

1.24  "Disability Benefit" shall mean the benefit set forth in Article 7.

1.25  "Election Form" shall mean the form established from time to time by the
      Committee that a Participant completes, signs and returns to the Committee
      to make an election under the Plan.

1.26  "Employee" shall mean a person who is an employee of any Employer.

1.27  "Employer(s)" shall mean the Company and/or any of its subsidiaries (now
      in existence or hereafter formed or acquired) that have been selected by
      the Board to participate in the Plan and have adopted the Plan as a
      sponsor.

1.28  "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
      it may be amended from time to time.

1.29  "Participant" shall mean any Employee or Director (i) who is selected to
      participate in the Plan, (ii) who elects to participate in the Plan, (iii)
      who signs a Plan Agreement, an Election Form and a Beneficiary Designation
      Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary
      Designation Form are accepted by the Committee, (v) who commences
      participation in the Plan, and (vi) whose Plan Agreement has not
      terminated. A spouse or former spouse of a Participant shall not be
      treated as a Participant in the Plan or have an account balance under the
      Plan, even if he or she has an interest in the Participant's benefits
      under the Plan as a result of applicable law or property settlements
      resulting from legal separation or divorce.

1.30  "Plan" shall mean the Callaway Golf Company Executive Deferred
      Compensation Plan, which shall be evidenced by this instrument and by each
      Plan Agreement, as they may be amended from time to time.

1.31  "Plan Agreement" shall mean a written agreement, as may be amended from
      time to time, which is entered into by and between an Employer and a
      Participant. Each Plan Agreement executed by a Participant and the
      Participant's Employer shall provide for the entire benefit to which such
      Participant is entitled under the Plan; should there be more than one Plan
      Agreement, the Plan Agreement bearing the latest date of acceptance by the
      Employer shall supersede all previous Plan Agreements in their entirety
      and shall govern such entitlement. The terms of any Plan Agreement may be
      different for any Participant, and any Plan Agreement may provide
      additional

                                        5
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[CALLAWAY GOLF LOGO]

           Master Plan Document for the
           Callaway Golf Company Executive Deferred Compensation Plan

      benefits not set forth in the Plan or limit the benefits otherwise
      provided under the Plan; provided, however, that any such additional
      benefits or benefit limitations must be agreed to by both the Employer and
      the Participant.

1.32  "Plan Year" shall mean a period beginning on January 1 of each calendar
      year and continuing through December 31 of such calendar year.

1.33  "Predecessor Nonqualified Executive Deferred Compensation Plan" shall mean
      the Callaway Golf Company Executive Deferred Compensation, dated August 1,
      1994, as amended.

1.34  "401(k) Plan" shall be that certain Callaway Golf Company defined
      contribution plan intended to satisfy the requirements of Sections 401(a),
      401(k), 401(m), and 414(i) of the Code, as adopted by the Company.

1.35  "Rollover Amount" shall mean the amount determined in accordance with
      Section 3.5.

1.36  "Rollover Account" shall mean (i) the sum of the Participant's Rollover
      Amount, plus (ii) amounts credited or debited in accordance with all the
      applicable crediting and debiting provisions of this Plan that relate to
      the Participants Rollover Account, less (iii) all distributions made to
      the Participant or his or her Beneficiary pursuant to this Plan that
      relate to the Participant's Rollover Account.

1.37  "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.38  "Survivor Benefit" shall mean the benefit set forth in Article 5.

1.39  "Termination Benefit" shall mean the benefit set forth in Article 6.

1.40  "Termination of Employment" or "Terminate" shall mean the severing of
      employment with all Employers, or service as a Director of all Employers,
      voluntarily or involuntarily, for any reason other than Disability, death
      or an authorized leave of absence. If a Participant is both an Employee
      and a Director, a Termination of Employment shall occur only upon the
      termination of the last position held; provided, however, that such a
      Participant may elect, at least thirteen (13) months before Termination of
      Employment and in accordance with the policies and procedures established
      by the Committee, to be treated for purposes of this Plan as having
      experienced a Termination of Employment at the time he or she ceases
      employment with an Employer as an Employee.

1.41  "Trust" shall mean one or more trusts established pursuant to that certain
      Master Trust Agreement, dated as of May 6, 2002 between the Company and
      the trustee named therein, as amended from time to time.

1.42  "Unforeseeable Financial Emergency" shall mean an unanticipated emergency
      that is caused by an event beyond the control of the Participant that
      would result in severe financial hardship to the Participant resulting
      from (i) a sudden and unexpected illness or accident of the Participant or
      a dependent of the Participant, (ii) a loss of the Participant's property
      due to casualty, or (iii) such other extraordinary and unforeseeable
      circumstances arising as a result of events beyond the control of the
      Participant, all as determined in the sole discretion of the Committee.

                                        6
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           Master Plan Document for the
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1.43  "Years of Service" shall mean the total number of years in which a
      Participant has been employed by one or more Employers. For purposes of
      this definition, a year of employment shall be a 365 day period (or 366
      day period in case of a leap year) that, for the first year of employment,
      commences on the Employee's date of hiring and that, for any subsequent
      year, commences on an anniversary of that hiring date. The Committee shall
      make a determination as to the number of Years of Service a Participant
      shall be deemed to have completed, including whether any partial year of
      employment shall be counted, and any such determination may, in the sole
      discretion of the Committee, take into account any similar definitions or
      provisions contained in the Qualified Plan.

                                    ARTICLE 2
                        SELECTION/ENROLLMENT/ELIGIBILITY

2.1   SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
      select group of management and highly compensated Employees and Directors
      of the Employers, as determined by the Committee in its sole discretion.
      From that group, the Committee shall select, in its sole discretion,
      Employees and Directors to participate in the Plan.

2.2   ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
      Employee or Director shall complete, execute and return to the Committee a
      Plan Agreement, an Election Form and a Beneficiary Designation Form, all
      within thirty (30) days after he or she is selected to participate in the
      Plan. In addition, the Committee shall establish from time to time such
      other enrollment requirements as it determines in its sole discretion are
      necessary.

2.3   ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee or
      Director selected to participate in the Plan has met all enrollment
      requirements set forth in this Plan and required by the Committee,
      including returning all required documents to the Committee within the
      specified time period, that Employee or Director shall commence
      participation in the Plan on the first day of the month following the
      month in which the Employee or Director completes all enrollment
      requirements. If an Employee or a Director fails to meet all such
      requirements within the period required, in accordance with Section 2.2,
      that Employee or Director shall not be eligible to participate in the Plan
      until the first day of the Plan Year following the delivery to and
      acceptance by the Committee of the required documents.

2.4   TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee determines
      in good faith that a Participant no longer qualifies as a member of a
      select group of management or highly compensated employees, as membership
      in such group is determined in accordance with Sections 201(2), 301(a)(3)
      and 401(a)(1) of ERISA, the Committee shall have the right, in its sole
      discretion, to (i) terminate any deferral election the Participant has
      made for the remainder of the Plan Year in which the Participant's
      membership status changes, (ii) prevent the Participant from making future
      deferral elections and/or (iii) immediately distribute the Participant's
      then Account Balance as a Termination Benefit and terminate the
      Participant's participation in the Plan.

                                        7
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           Master Plan Document for the
           Callaway Golf Company Executive Deferred Compensation Plan

                                    ARTICLE 3
     DEFERRAL COMMITMENTS/ROLLOVER AMOUNTS/COMPANY MATCHING AMOUNTS/COMPANY
                  CONTRIBUTION AMOUNTS/VESTING/CREDITING/TAXES

3.1   MINIMUM DEFERRALS.

      (a)   ANNUAL BASE SALARY, ANNUAL BONUS AND DIRECTOR FEES. For each Plan
            Year, a Participant may elect to defer, as his or her Annual
            Deferral Amount, Annual Base Salary, Annual Bonus, Commissions
            and/or Director Fees in the following minimum amount:

<TABLE>
<CAPTION>
     DEFERRAL             MINIMUM AMOUNT
-------------------      -----------------
<S>                      <C>
Annual Base Salary,
Commissions and/or
   Annual Bonus          $ 5,000 aggregate
   Director Fees         $     0
</TABLE>

            If an election is made for less than such minimums or if no election
            is made, the amount deferred shall be zero.

      (b)   SHORT PLAN YEAR. Notwithstanding the foregoing, if a Participant
            first becomes a Participant after the first day of a Plan Year, the
            minimum Annual Deferral Amount shall be an amount equal to the
            minimum set forth above, multiplied by a fraction, the numerator of
            which is the number of complete months remaining in the Plan Year
            and the denominator of which is 12.

3.2   MAXIMUM DEFERRAL.

      (a)   ANNUAL BASE SALARY, ANNUAL BONUS AND DIRECTORS FEES. For each Plan
            Year, a Participant may elect to defer, as his or her Annual
            Deferral Amount, Annual Base Salary, Annual Bonus and/or Director
            Fees up to the following maximum percentages for each deferral
            elected:

<TABLE>
<CAPTION>
     DEFERRAL         MAXIMUM AMOUNT
------------------    --------------
<S>                   <C>
Annual Base Salary          75%
   Commissions             100%
   Annual Bonus            100%
  Director Fees            100%
</TABLE>

      (b)   SHORT PLAN YEAR. Notwithstanding the foregoing, if a Participant
            first becomes a Participant after the first day of a Plan Year, or
            in the case of the First Plan Year of the Plan itself, the maximum
            Annual Deferral Amount with respect to Annual Base Salary, Annual
            Bonus and/or Director Fees shall be limited to the amount of
            compensation not yet earned by the Participant as of the date the
            Participant submits a Plan Agreement and Election Form to the
            Committee for acceptance.

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3.3   ELECTION TO DEFER; EFFECT OF ELECTION FORM.

      (a)   FIRST PLAN YEAR. In connection with a Participant's commencement of
            participation in the Plan, the Participant shall make an irrevocable
            deferral election for the Plan Year in which the Participant
            commences participation in the Plan, along with such other elections
            as the Committee deems necessary or desirable under the Plan. For
            these elections to be valid, the Election Form must be completed and
            signed by the Participant, timely delivered to the Committee (in
            accordance with Section 2.2 above) and accepted by the Committee.

      (b)   SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an irrevocable
            deferral election for that Plan Year, and such other elections as
            the Committee deems necessary or desirable under the Plan, shall be
            made by timely delivering to the Committee, in accordance with its
            rules and procedures, before the end of the Plan Year preceding the
            Plan Year for which the election is made, a new Election Form. If no
            such Election Form is timely delivered for a Plan Year, the Annual
            Deferral Amount shall be zero for that Plan Year.

3.4   WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Annual
      Base Salary portion of the Annual Deferral Amount shall be withheld from
      each regularly scheduled Annual Base Salary payroll in equal amounts over
      each pay period, as adjusted from time to time for increases and decreases
      in Annual Base Salary. The Commissions, Annual Bonus and/or Director Fees
      portion of the Annual Deferral Amount shall be withheld at the time the
      Commissions, Annual Bonus or Director Fees are or otherwise would be paid
      to the Participant, whether or not this occurs during the Plan Year
      itself.

3.5   ROLLOVER AMOUNT. With respect to Participants who participated in the
      Predecessor Nonqualified Executive Deferred Compensation Plan, an amount
      equal to their "Account" as set forth in the Predecessor Nonqualified
      Executive Deferred Compensation Plan, valued as of December 31, 2001,
      shall be credited to the Participant's Rollover Account under this Plan on
      January 1, 2002. The Rollover Amount shall be subject to the terms and
      conditions of this Plan and any Participant with a Rollover Amount shall
      have no right to demand distribution of such amounts other than as
      provided for herein.

3.6   ANNUAL COMPANY MATCHING AMOUNT. For each Plan Year, the Company, at its
      sole discretion, shall determine whether to credit Participants with an
      Annual Company Matching Amount. A Participant's Annual Company Matching
      Amount, if any, shall be a sum not to exceed all Pay Period Company
      Matching Contributions, if any, for the Plan Year. For this purpose, a Pay
      Period Company Matching Contribution shall mean an amount which, when
      added to the matching contribution allocated to the Participant's account
      under the 401(k) Plan for the same pay period, equals the match the
      Participant would have received under the 401(k) Plan during the
      corresponding plan year of the 401(k) Plan, if the portion of Annual Base
      Salary elected to be deferred had instead been elected and contributed as
      a salary deferral contribution under the 401(k) Plan (determined as if the
      401(k) Plan was not subject to the limitations imposed under

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      Code Sections 401(a)(17), 401(k)(3), 402(g) and 415). The Company shall,
      at its discretion, determine when to credit any Plan Year's Annual Company
      Matching Amount. Notwithstanding any provision of this Plan to the
      contrary, the Company shall have the right, in its sole and absolute
      discretion, to alter the manner in which the Annual Company Matching
      Amount is calculated.

3.7   ANNUAL COMPANY CONTRIBUTION AMOUNT. For each Plan Year, an Employer, in
      its sole discretion, may, but is not required to, credit any amount it
      desires to any Participant's Company Contribution Account under this Plan,
      which amount shall be for that Participant the Annual Company Contribution
      Amount for that Plan Year. The amount so credited to a Participant may be
      smaller or larger than the amount credited to any other Participant, and
      the amount credited to any Participant for a Plan Year may be zero, even
      though one or more other Participants receive an Annual Company
      Contribution Amount for that Plan Year. The Annual Company Contribution
      Amount, if any, shall be credited as of the last day of the Plan Year. If
      a Participant is not employed by an Employer as of the last day of a Plan
      Year other than by reason of his or her death while employed, the Annual
      Company Contribution Amount for that Plan Year shall be zero.

3.8   INVESTMENT OF TRUST ASSETS. The Trustee of the Trust shall be authorized,
      upon written instructions received from the Committee or investment
      manager appointed by the Committee, to invest and reinvest the assets of
      the Trust in accordance with the applicable Trust Agreement.

3.9   VESTING.

      (a)   A Participant shall at all times be 100% vested in his or her
            Rollover Account and Deferral Account.

      (b)   The Committee, in its sole discretion, will determine over what
            period of time and in what percentage increments a Participant shall
            vest in his or her Company Contribution Account. The Committee may
            credit some Participants with larger or smaller vesting percentages
            than other Participants, and the vesting percentage credited to any
            Participant for a Plan Year may be zero, even though one or more
            other Participants have a greater vesting percentage credited to
            them for that Plan Year. Absent the exercise of such discretion, a
            Participant shall be fully vested upon attainment of age 62.

      (c)   A Participant shall be vested in his or her Annual Company Matching
            Amount in accordance with the following schedule:

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<TABLE>
<CAPTION>
  YEARS OF SERVICE ON DATE       VESTED PERCENTAGE OF ANNUAL
OF TERMINATION OF EMPLOYMENT       COMPANY MATCHING ACCOUNT
----------------------------     ---------------------------
<S>                              <C>
      Less than 1 year                     0%
          1 year                          25%
          2 years                         50%
          3 years                         75%
      4 or more years                    100%
</TABLE>

            Regardless of the number of Years of Service, a Participant shall be
            fully vested upon attainment of age 62.

      (d)   Notwithstanding anything in this Section to the contrary, except as
            provided in subsection (e) below, in the event of a Change in
            Control, a Participant's Company Contribution Account and Company
            Matching Account shall immediately become 100% vested (without
            regard to whether it is already vested in accordance with the above
            vesting schedules).

      (e)   Notwithstanding subsection (d) above, the vesting schedule for a
            Participant's Company Contribution Account and/or Company Matching
            Account shall not be accelerated to the extent that the Committee
            determines that such acceleration would cause the deduction
            limitations of Section 280G of the Code to become effective. In the
            event that all of a Participant's Company Contribution Account is
            not vested pursuant to such a determination, the Participant may
            request independent verification of the Committee's calculations
            with respect to the application of Section 280G. In such case, the
            Committee must provide to the Participant within thirty (30)
            business days of such a request an opinion from a
            nationally-recognized accounting firm selected by the Committee (the
            "Accounting Firm"). The opinion shall state the Accounting Firm's
            opinion that any limitation in the vested percentage hereunder is
            necessary to avoid the limits of Section 280G and contain supporting
            calculations. The cost of such opinion shall be paid for by the
            Company.

3.10  CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
      to, the rules and procedures that are established from time to time by the
      Committee, in its sole discretion, amounts shall be credited or debited to
      a Participant's Account Balance in accordance with the following rules:

      (a)   ELECTION OF MEASUREMENT FUNDS. A Participant, in connection with his
            or her initial deferral election in accordance with Section 3.3(a)
            above, shall elect, on the Election Form, one or more Measurement
            Fund(s) to be used to determine the additional amounts to be
            credited to his or her Account Balance for the first business day in
            which the Participant commences participation in the Plan and
            continuing thereafter for each subsequent day in which the
            Participant participates in the Plan, unless changed in

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            accordance with the next sentence. Commencing with the first
            business day that follows the Participant's commencement of
            participation in the Plan and continuing thereafter for each
            subsequent day in which the Participant participates in the Plan,
            the Participant may (but is not required to) elect, by submitting an
            Election Form to the Committee that is accepted by the Committee, to
            add or delete one or more Measurement Fund(s) to be used to
            determine the additional amounts to be credited to his or her
            Account Balance, or to change the portion of his or her Account
            Balance allocated to each previously or newly elected Measurement
            Fund. If an election is made in accordance with the previous
            sentence, it shall apply to the next business day and continue
            thereafter for each subsequent day in which the Participant
            participates in the Plan, unless changed in accordance with the
            previous sentence.

      (b)   PROPORTIONATE ALLOCATION. In making any election described in
            Section 3.10(a) above, the Participant shall specify on the Election
            Form, in increments of five percentage points (5%), the percentage
            of his or her Account Balance to have gains and losses measured by a
            Measurement Fund.

      (c)   MEASUREMENT FUNDS. From time to time, the Committee in its sole
            discretion shall select and announce to Participants its selection
            of mutual funds, insurance company separate accounts, indexed rates
            or other methods (each, a "Measurement Fund"), for the purpose of
            providing the basis on which gains and losses shall be attributed to
            Account Balances under the Plan. The Committee may, in its sole
            discretion, discontinue, substitute or add a Measurement Fund at any
            time. Each such action will take effect as of the first day of the
            calendar quarter that follows by thirty (30) days the day on which
            the Committee gives Participants advance written notice of such
            change.

      (d)   CREDITING OR DEBITING METHOD. The performance of each elected
            Measurement Fund (either positive or negative) will be determined by
            the Committee, in its reasonable discretion, based on available
            reports of the performance of the Measurement Funds. A Participant's
            Account Balance shall be credited or debited on a daily basis based
            on the performance of each Measurement Fund selected by the
            Participant, as determined by the Committee in its sole discretion,
            as though (i) a Participant's Account Balance were invested in the
            Measurement Fund(s) selected by the Participant, in the percentages
            applicable to such day, as of the close of business on such day, at
            the closing price on such date; (ii) the portion of the Annual
            Deferral Amount that was actually deferred during any day were
            invested in the Measurement Fund(s) selected by the Participant, in
            the percentages applicable to such day, no later than the close of
            business on the first business day after the day on which such
            amounts are actually deferred from the Participant's Annual Base
            Salary through reductions in his or her payroll, at the closing
            price on such date; and (iii) any distribution made to a Participant
            that decreases such Participant's Account Balance ceased being
            invested in the Measurement Fund(s), in the

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            percentages applicable to such day, no earlier than one business day
            prior to the distribution, at the closing price on such date.

      (e)   NO ACTUAL INVESTMENT. Notwithstanding any other provision of this
            Plan that may be interpreted to the contrary, the Measurement Funds
            are to be used for measurement purposes only, and a Participant's
            election of any such Measurement Fund, the allocation to his or her
            Account Balance thereto, the calculation of additional amounts and
            the crediting or debiting of such amounts to a Participant's Account
            Balance shall not be considered or construed in any manner as an
            actual investment of his or her Account Balance in any such
            Measurement Fund. In the event that the Company or the Trustee (as
            that term is defined in the Trust), in its own discretion, decides
            to invest funds in any or all of the Measurement Funds, no
            Participant shall have any rights in or to such investments
            themselves. Without limiting the foregoing, a Participant's Account
            Balance shall at all times be a bookkeeping entry only and shall not
            represent any investment made on his or her behalf by the Company or
            the Trust; the Participant shall at all times remain an unsecured
            creditor of the Company.

3.11  FICA AND OTHER TAXES.

      (a)   ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
            Deferral Amount is being withheld from an Employee Participant, the
            Participant's Employer(s) shall withhold from that portion of the
            Participant's Annual Base Salary, Annual Bonus and/or Commissions
            that is not being deferred, in a manner determined by the
            Employer(s), the Participant's share of FICA and other employment
            taxes on such Annual Deferral Amount. If necessary, the Committee
            may reduce the Annual Deferral Amount in order to comply with this
            Section.

      (b)   COMPANY MATCHING AMOUNTS. When a participant becomes vested in a
            portion of his or her Company Matching Account, the Participant's
            Employer(s) shall withhold from the Participant's Annual Base
            Salary, Annual Bonus and/or Commissions that is not deferred, in a
            manner determined by the Employer(s), the Participant's share of
            FICA and other employment taxes. If necessary, the Committee may
            reduce the vested portion of the Participant's Company Matching
            Account in order to comply with this Section.

      (c)   OTHER AMOUNTS. When an Employee Participant becomes vested in a
            portion of his or her Annual Company Contribution Amounts, the
            Participant's Employer(s) shall withhold from the Participant's
            Annual Base Salary, Annual Bonus and/or Commissions that is not
            deferred, in a manner determined by the Employer(s), the
            Participant's share of FICA and other employment taxes. If
            necessary, the Committee may reduce the vested portion of the
            Participant's aforementioned amounts in order to comply with this
            Section.

3.12  DISTRIBUTIONS. The Participant's Employer(s), or the trustee of the Trust,
      shall withhold from any payments made to a Participant under this Plan all
      federal, state and local income, employment and other taxes required to be
      withheld by the Employer(s), or the trustee of the

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      Trust, in connection with such payments, in amounts and in a manner to be
      determined in the sole discretion of the Employer(s) and the trustee of
      the Trust. The Employer(s) and the trustee of the Trust shall also be
      authorized to withhold any amount validly owed to the Employer for which
      the Employer has previously requested but not received payment.

                                    ARTICLE 4
             SHORT-TERM PAYOUT/UNFORESEEABLE FINANCIAL EMERGENCIES/
                               WITHDRAWAL ELECTION

4.1   SHORT-TERM PAYOUT. In connection with each election to defer an Annual
      Deferral Amount, a Participant may irrevocably elect to receive a future
      "Short-Term Payout" from the Plan with respect to such Annual Deferral
      Amount. Subject to the Deduction Limitation, the Short-Term Payout shall
      be a lump sum payment in an amount that is equal to the Annual Deferral
      Amount plus amounts credited or debited in the manner provided in Section
      3.10 above on that amount, determined at the time that the Short-Term
      Payout becomes payable (rather than the date of a Termination of
      Employment). Subject to the Deduction Limitation and the other terms and
      conditions of this Plan, each Short-Term Payout elected shall be paid out
      during a sixty (60) day period commencing immediately after the last day
      of any Plan Year designated by the Participant that is at least three Plan
      Years after the end of the Plan Year in which the Annual Deferral Amount
      is actually deferred. By way of example, if a three year Short-Term Payout
      is elected for Annual Deferral Amounts that are deferred in the Plan Year
      commencing January 1, 2002, the three year Short-Term Payout would become
      payable during a sixty (60) day period commencing January 1, 2006. In
      addition, subject to the terms and conditions of this Section 4.1, Section
      4.2 and all other provisions of this Plan, any similar elections made
      pursuant to the terms of the Predecessor Nonqualified Deferred
      Compensation Plan, shall be deemed to remain in effect under this Plan.
      The distribution date selected by a Participant in connection with such
      election(s) under the Predecessor Nonqualified Deferred Compensation Plan
      shall remain binding on the parties. The Committee shall, in its
      discretion, determine how any amounts deferred under the Predecessor
      Nonqualified Deferred Compensation Plan shall be treated pursuant to the
      language of Article 4 and the Plan.

4.2   OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur that
      triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral Amount,
      plus amounts credited or debited thereon, that is subject to a Short-Term
      Payout election under Section 4.1 shall not be paid in accordance with
      Section 4.1 but shall be paid in accordance with the other applicable
      Article.

4.3   WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES. If
      the Participant experiences an Unforeseeable Financial Emergency, the
      Participant may petition the Committee to (i) suspend any deferrals
      required to be made by a Participant and/or (ii) receive a partial or full
      payout from the Plan. The payout shall not exceed the lesser of the
      Participant's Account Balance, calculated as if such Participant were
      receiving a Termination Benefit, or the amount reasonably needed to
      satisfy the Unforeseeable Financial Emergency. If, subject to the sole
      discretion of the Committee, the petition for a suspension and/or payout
      is approved, suspension shall take effect upon the date of approval and
      any payout shall be made within sixty

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      (60) days of the date of approval. The payment of any amount under this
      Section 4.3 shall not be subject to the Deduction Limitation.

4.4   WITHDRAWAL ELECTION. A Participant (or, after a Participant's death, his
      or her Beneficiary) may elect, at any time, to withdraw all or a portion
      of his or her Account Balance, calculated as if there had occurred a
      Termination of Employment as of the day of the election, less a withdrawal
      penalty equal to 10% of the portion of the Account Balance so elected for
      withdrawal (the net amount shall be referred to as the "Withdrawal
      Amount"). The Participant making such election shall be precluded from
      fulfilling that portion of the Annual Deferral Amount commitment that
      would otherwise have been withheld from the Participant's Annual Base
      Salary, Annual Bonus, Commissions, and/or Directors Fees for a six month
      period commencing as of the date the Withdrawal Amount is received.
      Notwithstanding anything in this Plan to the contrary, Participants who
      have Terminated may only elect to withdraw their entire Account Balance.
      The election can be made at any time, before or after Disability, death,
      or Termination of Employment, and whether or not the Participant (or
      Beneficiary) is in the process of being paid pursuant to an installment
      payment schedule. The Participant (or his or her Beneficiary) shall make
      this election by giving the Committee advance written notice of the
      election in a form determined from time to time by the Committee. The
      Participant (or his or her Beneficiary) shall be paid the Withdrawal
      Amount within sixty (60) days of his or her election. The payment of this
      Withdrawal Amount shall not be subject to the Deduction Limitation.

                                    ARTICLE 5
                                SURVIVOR BENEFIT

5.1   SURVIVOR BENEFIT. Subject to the Deduction Limitation, if the Participant
      dies before he or she experiences a Termination of Employment or suffers a
      Disability prior to such date, the Participant's Beneficiary shall be
      entitled to receive the Termination Benefit described in Section 6.2 as if
      Participant Terminated his or her employment with the Company and the
      Election Form on file with the Company shall control the manner in which
      Termination Benefit is paid. Should the Participant die or suffer a
      Disability after the Termination of Employment, but before the Termination
      Benefit is paid in full, the unpaid balance shall continue to be paid to
      the Beneficiary according to the Annual Installment Method previously
      selected by the Participant.

                                    ARTICLE 6
                               TERMINATION BENEFIT

6.1   TERMINATION BENEFIT. Subject to the Deduction Limitation, a Participant
      shall receive a Termination Benefit, which shall be equal to the
      Participant's Account Balance if a Participant experiences a Termination
      of Employment prior to his or her death or Disability.

6.2   PAYMENT OF TERMINATION BENEFIT. A Participant, in connection with his or
      her commencement of participation in the Plan, shall elect on an Election
      Form to receive the Termination Benefit in a lump sum or pursuant to the
      Annual Installment Method. The Termination Benefit will be paid

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      not later than 60 days after the end of the Plan Year in which the
      Participant terminates his or her employment. The Participant may annually
      change his or her election to an allowable alternative payout period by
      submitting new Election Form to the Committee, provided that any such
      Election Form is submitted at least thirteen months prior the
      Participant's Termination and is accepted by the Committee, in its sole
      discretion. The Election Form most recently accepted by the Committee
      shall govern the payout of the Termination Benefit. If a Participant does
      not make any election with respect to the payment of the Termination
      Benefit, then such benefit shall be payable in a lump sum. Any payment
      made shall be subject to the Deduction Limitation. Notwithstanding the
      foregoing or anything in this Plan to the contrary, to the extent a
      Participant's Account Balance is less than $25,000 at the time of
      Termination of Employment, the Committee shall cause the Termination
      Benefit to be paid in a lump sum.

                                    ARTICLE 7
                          DISABILITY WAIVER AND BENEFIT

7.1   DISABILITY WAIVER.

      (a)   WAIVER OF DEFERRAL. A Participant who is determined by the Committee
            to be suffering from a Disability shall be (i) excused from
            fulfilling that portion of the Annual Deferral Amount commitment
            that would otherwise have been withheld from a Participant's Annual
            Base Salary, Annual Bonus, Commissions and/or Directors Fees for the
            Plan Year during which the Participant first suffers a Disability.
            During the period of Disability, the Participant shall not be
            allowed to make any additional deferral elections, but will continue
            to be considered a Participant for all other purposes of this Plan.

      (b)   RETURN TO WORK. If a Participant returns to employment, or service
            as a Director, with an Employer, after a Disability ceases, the
            Participant may elect to defer an Annual Deferral Amount for the
            Plan Year following his or her return to employment or service and
            for every Plan Year thereafter while a Participant in the Plan;
            provided such deferral elections are otherwise allowed and an
            Election Form is delivered to and accepted by the Committee for each
            such election in accordance with Section 3.3 above.

7.2   CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a
      Disability shall, for benefit purposes under this Plan, continue to be
      considered to be employed, or in the service of an Employer as a Director,
      and shall be eligible for the benefits provided for in Articles 4, 5, or 6
      in accordance with the provisions of those Articles. Notwithstanding the
      above, the Committee, in its sole and absolute discretion and for purposes
      of this Plan only, shall have the right to deem the Participant to have
      experienced a Termination of Employment at any time after such Participant
      is determined to be suffering a Disability, in which case the Participant
      shall receive a Disability Benefit equal to his or her Account Balance at
      the time of the Committee's determination. The Disability Benefit shall be
      paid in a lump sum or pursuant to the Annual Installment Method of up to
      ten years, with the lump sum or first installment payable within sixty
      (60) days of the Committee's exercise of such right. Any payment made
      shall be subject to the Deduction Limitation.

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                                    ARTICLE 8
                             BENEFICIARY DESIGNATION

8.1   BENEFICIARY. Each Participant shall have the right, at any time, to
      designate his or her Beneficiary(ies) (both primary as well as contingent)
      to receive any benefits payable under the Plan to a beneficiary upon the
      death of a Participant. The Beneficiary designated under this Plan may be
      the same as or different from the Beneficiary designation under any other
      plan of an Employer in which the Participant participates. A Participant's
      designation of a spouse as a Beneficiary shall automatically be revoked
      following the issuance of a final judgment of divorce between the parties.

8.2   BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
      designate his or her Beneficiary by completing and signing the Beneficiary
      Designation Form, and returning it to the Committee or its designated
      agent. A Participant shall have the right to change a Beneficiary by
      completing, signing and otherwise complying with the terms of the
      Beneficiary Designation Form and the Committee's rules and procedures, as
      in effect from time to time. If the Participant names someone other than
      his or her spouse as a Beneficiary, a spousal consent, in the form
      designated by the Committee, must be signed by that Participant's spouse
      (with such signature witnessed either by a notary public or a member of
      the Committee) and returned to the Committee. Upon the acceptance by the
      Committee of a new Beneficiary Designation Form, all Beneficiary
      designations previously filed shall be canceled. The Committee shall be
      entitled to rely on the last Beneficiary Designation Form filed by the
      Participant and accepted by the Committee prior to his or her death.

8.3   ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
      shall be effective until received and acknowledged in writing by the
      Committee or its designated agent.

8.4   NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
      Beneficiary as provided in Sections 8.1, 8.2, and 8.3 above or, if all
      designated Beneficiaries predecease the Participant or die prior to
      complete distribution of the Participant's benefits, then the
      Participant's designated Beneficiary shall be deemed to be his or her
      surviving spouse. If the Participant has no surviving spouse, the benefits
      remaining under the Plan to be paid to a Beneficiary shall be payable to
      the executor or personal representative of the Participant's estate.

8.5   DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
      Beneficiary to receive payments pursuant to this Plan, the Committee shall
      have the right, exercisable in its discretion, to cause the Participant's
      Employer to withhold such payments until this matter is resolved to the
      Committee's satisfaction.

8.6   DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
      Beneficiary shall fully and completely discharge all Employers and the
      Committee from all further obligations under this Plan with respect to the
      Participant, and that Participant's Plan Agreement shall terminate upon
      such full payment of benefits.

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                                    ARTICLE 9
                                LEAVE OF ABSENCE

9.1   PAID LEAVE OF ABSENCE. If a Participant is authorized by the Participant's
      Employer for any reason to take a paid leave of absence from the
      employment of the Employer, the Participant shall continue to be
      considered employed by the Employer and the Annual Deferral Amount shall
      continue to be withheld during such paid leave of absence in accordance
      with Section 3.3.

9.2   UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
      Participant's Employer for any reason to take an unpaid leave of absence
      from the employment of the Employer, the Participant shall continue to be
      considered employed by the Employer and the Participant shall be excused
      from making deferrals until the earlier of the date the leave of absence
      expires or the Participant returns to a paid employment status. Upon such
      expiration or return, deferrals shall resume for the remaining portion of
      the Plan Year in which the expiration or return occurs, based on the
      deferral election, if any, made for that Plan Year. If no election was
      made for that Plan Year, no deferral shall be withheld.

                                   ARTICLE 10
                      TERMINATION/AMENDMENT OR MODIFICATION

10.1  TERMINATION. Although each Employer anticipates that it will continue the
      Plan for an indefinite period of time, there is no guarantee that any
      Employer will continue the Plan or will not terminate the Plan at any time
      in the future. Accordingly, each Employer reserves the right to
      discontinue its sponsorship of the Plan and/or to terminate the Plan at
      any time with respect to any or all of its participating Employees and
      Directors, by action of its board of directors. Upon the termination of
      the Plan with respect to any Employer, the Plan Agreements of the affected
      Participants who are employed by that Employer, or in the service of that
      Employer as Directors, shall terminate and their Account Balances,
      determined as if they had experienced a Termination of Employment on the
      date of Plan termination, shall be paid to the Participants as follows:
      Prior to a Change in Control, if the Plan is terminated with respect to
      all of its Participants, an Employer shall have the right, in its sole
      discretion, and notwithstanding any elections made by the Participant, to
      pay such benefits in a lump sum or pursuant to the Annual Installment
      Method of up to ten (10) years, with amounts credited and debited during
      the installment period as provided herein. If the Plan is terminated with
      respect to less than all of its Participants, an Employer shall be
      required to pay such benefits in a lump sum. After a Change in Control,
      the Employer shall be required to pay such benefits in a lump sum. The
      termination of the Plan shall not adversely affect any Participant or
      Beneficiary who has become entitled to the payment of any benefits under
      the Plan as of the date of termination; provided however, that the
      Employer shall have the right to accelerate installment payments without a
      premium or prepayment penalty by paying the Account Balance in a lump sum
      or pursuant to the Annual Installment Method using fewer years (provided
      that the present value of all payments that will have been received by a
      Participant at any given point of time under the different payment
      schedule shall equal or exceed the present value of all payments that
      would have been received at that point in time under the original payment
      schedule).

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10.2  AMENDMENT. The Employer's board of directors delegates to the Chief
      Executive Officer, or his designee(s), the authority to modify, amend, or
      restate the Plan as appropriate in their discretion, as well as the
      authority to act on behalf of the Employer in discharging the duties of
      the Employer in administering the Plan; provided, however, that no
      amendment or modification shall be effective to decrease or restrict the
      value of a Participant's Account Balance in existence at the time the
      amendment or modification is made, calculated as if the Participant had
      experienced a Termination of Employment as of the effective date of the
      amendment or modification. The amendment or modification of the Plan shall
      not affect any Participant or Beneficiary who has become entitled to the
      payment of benefits under the Plan as of the date of the amendment or
      modification; provided, however, that the Employer shall have the right to
      accelerate installment payments by paying the Account Balance in a lump
      sum or pursuant to the Annual Installment Method using fewer years
      (provided that the present value of all payments that will have been
      received by a Participant at any given point of time under the different
      payment schedule shall equal or exceed the present value of all payments
      that would have been received at that point in time under the original
      payment schedule).

10.3  PLAN AGREEMENT. Despite the provisions of Sections 10.1 and 10.2 above, if
      a Participant's Plan Agreement contains benefits or limitations that are
      not in this Plan document, the Employer may only amend or terminate such
      provisions with the consent of the Participant.

10.4  EFFECT OF PAYMENT. The full payment of the applicable benefit under
      Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
      obligations to a Participant and his or her designated Beneficiaries under
      this Plan and the Participant's Plan Agreement shall terminate.

                                   ARTICLE 11
                                 ADMINISTRATION

11.1  COMMITTEE DUTIES. Except as otherwise provided in this Article 11, this
      plan shall be administered by a Committee, which shall consist of those
      persons appointed by the Chief Executive Officer of the Company. Members
      of the Committee may be Participants under this Plan. The Committee shall
      also have the discretion and authority to (i) make, amend, interpret, and
      enforce all appropriate rules and regulations for the administration of
      this Plan and (ii) decide or resolve any and all questions including
      interpretations of this Plan, as may arise in connection with the Plan.
      Any individual serving on the Committee who is a Participant shall not
      vote or act on any matter relating solely to himself or herself. When
      making a determination or calculation, the Committee shall be entitled to
      rely on information furnished by a Participant or the Company.

11.2  ADMINISTRATION UPON CHANGE IN CONTROL. For purposes of this Plan, the
      Company shall be the "Administrator" at all times prior to the occurrence
      of a Change in Control. Upon and after the occurrence of a Change in
      Control, the "Administrator" shall be an independent third party selected
      by the Trustee and approved by the individual who, immediately prior to
      such event, was the Company's Chief Executive Officer or, if not available
      or willing to assume such responsibility, the Company's highest ranking
      officer (the "Ex-CEO"). The Administrator shall have the discretionary
      power to determine all questions arising in connection with the

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      administration of the Plan and the interpretation of the Plan and Trust
      including, but not limited to benefit entitlement determinations;
      provided, however, upon and after the occurrence of a Change in Control,
      the Administrator shall have no power to direct the investment of Plan or
      Trust assets or select any investment manager or custodial firm for the
      Plan or Trust. Upon and after the occurrence of a Change in Control, the
      Company must: (1) pay all reasonable administrative expenses and fees of
      the Administrator; (2) indemnify the Administrator against any costs,
      expenses and liabilities including, without limitation, attorney's fees
      and expenses arising in connection with the performance of the
      Administrator hereunder, except with respect to matters resulting from the
      gross negligence or willful misconduct of the Administrator or its
      employees or agents; and (3) supply full and timely information to the
      Administrator or all matters relating to the Plan, the Trust, the
      Participants and their Beneficiaries, the Account Balances of the
      Participants, the date of circumstances of the Disability, death or
      Termination of Employment of the Participants, and such other pertinent
      information as the Administrator may reasonably require. Upon and after a
      Change in Control, the Administrator may be terminated (and a replacement
      appointed) by the Trustee only with the approval of the Ex-CEO. Upon and
      after a Change in Control, the Administrator may not be terminated by the
      Company.

11.3  AGENTS. In the administration of this Plan, the Committee may, from time
      to time, employ agents and delegate to them such administrative duties as
      it sees fit (including acting through a duly appointed representative) and
      may from time to time consult with counsel who may be counsel to any
      Employer.

11.4  BINDING EFFECT OF DECISIONS. The decision or action of the Administrator
      with respect to any question arising out of or in connection with the
      administration, interpretation and application of the Plan and the rules
      and regulations promulgated hereunder shall be final and conclusive and
      binding upon all persons having any interest in the Plan.

11.5  INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
      the members of the Committee, and any Employee to whom the duties of the
      Committee may be delegated, and the Administrator against any and all
      claims, losses, damages, expenses or liabilities arising from any action
      or failure to act with respect to this Plan, except in the case of willful
      misconduct by the Committee, any of its members, any such Employee or the
      Administrator.

11.6  EMPLOYER INFORMATION. To enable the Committee and/or Administrator to
      perform its functions, the Company and each Employer shall supply full and
      timely information to the Committee and/or Administrator, as the case may
      be, on all matters relating to the compensation of its Participants, the
      date and circumstances of the Disability, death or Termination of
      Employment of its Participants, and such other pertinent information as
      the Committee or Administrator may reasonably require.

                                   ARTICLE 12
                          OTHER BENEFITS AND AGREEMENTS

12.1  COORDINATION WITH OTHER BENEFITS. The benefits provided for a Participant
      and Participant's Beneficiary under the Plan are in addition to any other
      benefits available to such Participant

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      under any other plan or program for employees of the Participant's
      Employer. The Plan shall supplement and shall not supersede, modify or
      amend any other such plan or program except as may otherwise be expressly
      provided.

                                   ARTICLE 13
                                CLAIMS PROCEDURES

13.1  PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
      Participant (such Participant or Beneficiary being referred to below as a
      "Claimant") may deliver to the Committee a written claim for a
      determination with respect to the amounts distributable to such Claimant
      from the Plan. If such a claim relates to the contents of a notice
      received by the Claimant, the claim must be made within sixty (60) days
      after such notice was received by the Claimant. All other claims must be
      made within 180 days of the date on which the event that caused the claim
      to arise occurred. The claim must state with particularity the
      determination desired by the Claimant.

13.2  NOTIFICATION OF DECISION. The Committee shall consider a Claimant's claim
      within a reasonable time, and shall notify the Claimant in writing:

      (a)   that the Claimant's requested determination has been made, and that
            the claim has been allowed in full; or

      (b)   that the Committee has reached a conclusion contrary, in whole or in
            part, to the Claimant's requested determination, and such notice
            must set forth in a manner calculated to be understood by the
            Claimant:

            (i)   the specific reason(s) for the denial of the claim, or any
                  part of it;

            (ii)  specific reference(s) to pertinent provisions of the Plan upon
                  which such denial was based;

            (iii) a description of any additional material or information
                  necessary for the Claimant to perfect the claim, and an
                  explanation of why such material or information is necessary;
                  and

            (iv)  an explanation of the claim review procedure set forth in
                  Section 13.3 below.

13.3  REVIEW OF A DENIED CLAIM. Within sixty (60) days after receiving a notice
      from the Committee that a claim has been denied, in whole or in part, a
      Claimant (or the Claimant's duly authorized representative) may file with
      the Committee a written request for a review of the denial of the claim.
      Thereafter, but not later than thirty (30) days after the review procedure
      began, the Claimant (or the Claimant's duly authorized representative):

      (a)   may review pertinent documents;

      (b)   may submit written comments or other documents; and/or

      (c)   may request a hearing, which the Committee, in its sole discretion,
            may grant.

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13.4  DECISION ON REVIEW. The Committee shall render its decision on review
      promptly, and not later than sixty (60) days after the filing of a written
      request for review of the denial, unless a hearing is held or other
      special circumstances require additional time, in which case the
      Committee's decision must be rendered within 120 days after such date.
      Such decision must be written in a manner calculated to be understood by
      the Claimant, and it must contain:

      (a)   specific reasons for the decision;

      (b)   specific reference(s) to the pertinent Plan provisions upon which
            the decision was based; and

      (c)   such other matters as the Committee deems relevant.

13.5  MEDIATION. Should the parties be unable to resolve the dispute pursuant to
      these procedures, the claim shall be referred to non-binding mediation,
      conducted by the San Diego panel of Judicial Arbitration Mediation
      Services ("JAMS"), in accordance with JAMS' standard mediation rules. A
      mutually agreeable mediator will be selected. The parties shall share all
      costs of the mediation equally, including attorney fees. Not sooner than
      20 days following the mediator's final determination, either party may
      request binding arbitration.

13.6  BINDING ARBITRATION. Following the expiration of the 20 day period
      referenced in Section 13.5, either party may initiate binding arbitration
      by making a written demand for it on the other party. Such binding
      arbitration shall be conducted under the applicable rules of the American
      Arbitration Association using a mutually selected arbitrator in San Diego
      County. The cost of the arbitration shall be borne by the non-prevailing
      party or as otherwise determined by the arbitrator.

                                   ARTICLE 14
                                      TRUST

14.1  ESTABLISHMENT OF THE TRUST. The Company shall establish the Trust, and
      each Employer shall at least annually transfer over to the Trust such
      assets as the Employer determines, in its sole discretion, are necessary
      to provide, on a present value basis, for its respective future
      liabilities created with respect to the Rollover Amounts, Annual Company
      Contribution Amounts, Company Matching Contribution Amounts, and Annual
      Deferral Amounts for such Employer's Participants for all periods prior to
      the transfer, as well as any debits and credits to the Participants'
      Account Balances for all periods prior to the transfer, taking into
      consideration the value of the assets in the trust at the time of the
      transfer.

14.2  INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
      and the Plan Agreement shall govern the rights of a Participant to receive
      distributions pursuant to the Plan. The provisions of the Trust shall
      govern the rights of the Employers, Participants and the creditors of the
      Employers to the assets transferred to the Trust. Each Employer shall at
      all times remain liable to carry out its obligations under the Plan.

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14.3  DISTRIBUTIONS FROM THE TRUST. Each Employer's obligations under the Plan
      may be satisfied with Trust assets distributed pursuant to the terms of
      the Trust, and any such distribution shall reduce the Employer's
      obligations under this Plan.

                                   ARTICLE 15
                                  MISCELLANEOUS

15.1  STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
      within the meaning of Code Section 401(a) and that "is unfunded and is
      maintained by an employer primarily for the purpose of providing deferred
      compensation for a select group of management or highly compensated
      employee" within the meaning of ERISA Sections 201(2), 301(a)(3) and
      401(a)(1). The Plan shall be administered and interpreted to the extent
      possible in a manner consistent with that intent.

15.2  UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
      successors and assigns shall have no legal or equitable rights, interests
      or claims in any property or assets of an Employer. For purposes of the
      payment of benefits under this Plan, any and all of an Employer's assets
      shall be, and remain, the general, unpledged unrestricted assets of the
      Employer. An Employer's obligation under the Plan shall be merely that of
      an unfunded and unsecured promise to pay money in the future.

15.3  EMPLOYER'S LIABILITY. An Employer's liability for the payment of benefits
      shall be defined only by the Plan and the Plan Agreement, as entered into
      between the Employer and a Participant. An Employer shall have no
      obligation to a Participant under the Plan except as expressly provided in
      the Plan and his or her Plan Agreement.

15.4  NONASSIGNABILITY. Neither a Participant nor any other person shall have
      any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
      or otherwise encumber, transfer, hypothecate, alienate or convey in
      advance of actual receipt, the amounts, if any, payable hereunder, or any
      part thereof, which are, and all rights to which are expressly declared to
      be, unassignable and non-transferable. No part of the amounts payable
      shall, prior to actual payment, be subject to seizure, attachment,
      garnishment or sequestration for the payment of any debts, judgments,
      alimony or separate maintenance owed by a Participant or any other person,
      be transferable by operation of law in the event of a Participant's or any
      other person's bankruptcy or insolvency or be transferable to a spouse as
      a result of a property settlement or otherwise.

15.5  NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan shall
      not be deemed to constitute a contract of employment between any Employer
      and the Participant. Such employment is hereby acknowledged to be an "at
      will" employment relationship that can be terminated at any time for any
      reason, or no reason, with or without cause, and with or without notice,
      unless expressly provided in a written employment agreement. Nothing in
      this Plan shall be deemed to give a Participant the right to be retained
      in the service of any Employer, either as an Employee or a Director, or to
      interfere with the right of any Employer to discipline or discharge the
      Participant at any time.

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15.6  FURNISHING INFORMATION. A Participant or his or her Beneficiary will
      cooperate with the Committee by furnishing any and all information
      requested by the Committee and take such other actions as may be requested
      in order to facilitate the administration of the Plan and the payments of
      benefits hereunder, including but not limited to taking such physical
      examinations as the Committee may deem necessary.

15.7  TERMS. Whenever any words are used herein in the masculine, they shall be
      construed as though they were in the feminine in all cases where they
      would so apply; and whenever any words are used herein in the singular or
      in the plural, they shall be construed as though they were used in the
      plural or the singular, as the case may be, in all cases where they would
      so apply.

15.8  CAPTIONS. The captions of the articles, sections and paragraphs of this
      Plan are for convenience only and shall not control or affect the meaning
      or construction of any of its provisions.

15.9  GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
      construed and interpreted according to the internal laws of the State of
      Delaware without regard to its conflicts of laws principles.

15.10 NOTICE. Any notice or filing required or permitted to be given to the
      Committee under this Plan shall be sufficient if in writing and
      hand-delivered, or sent by registered or certified mail, to the address
      below:

                  Vice President & Controller
                  Callaway Golf Company
                  2180 Rutherford Road
                  Carlsbad, CA 92008

      Such notice shall be deemed given as of the date of delivery or, if
      delivery is made by mail, as of the date shown on the postmark on the
      receipt for registration or certification. Any notice or filing required
      or permitted to be given to a Participant under this Plan shall be
      sufficient if in writing and hand-delivered, or sent by mail, to the last
      known address of the Participant.

15.11 SUCCESSORS. The provisions of this Plan shall bind and inure to the
      benefit of the Participant's Employer and its successors and assigns and
      the Participant and the Participant's designated Beneficiaries.

15.12 SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse of a
      Participant who has predeceased the Participant shall automatically pass
      to the Participant and shall not be transferable by such spouse in any
      manner, including but not limited to such spouse's will, nor shall such
      interest pass under the laws of in testate succession.

15.13 VALIDITY. In case any provision of this Plan shall be illegal or invalid
      for any reason, said illegality or invalidity shall not affect the
      remaining parts hereof, but this Plan shall be construed and enforced as
      if such illegal or invalid provision had never been inserted herein.

15.14 INCOMPETENT. If the Committee determines in its discretion that a benefit
      under this Plan is to be paid to a minor, a person declared incompetent or
      to a person incapable of handling the

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      disposition of that person's property, the Committee may direct payment of
      such benefit to the guardian, legal representative or person having the
      care and custody of such minor, incompetent or incapable person. The
      Committee may require proof of minority, incompetence, incapacity or
      guardianship, as it may deem appropriate prior to distribution of the
      benefit. Any payment of a benefit shall be a payment for the account of
      the Participant and the Participant's Beneficiary, as the case may be, and
      shall be a complete discharge of any liability under the Plan for such
      payment amount.

15.15 COURT ORDER. The Committee is authorized to make any payments directed by
      court order in any action in which the Plan or the Committee has been
      named as a party. In addition, if a court determines that a spouse or
      former spouse of a Participant has an interest in the Participant's
      benefits under the Plan in connection with a property settlement or
      otherwise, the Committee, in its sole discretion, shall have the right,
      notwithstanding any election made by a Participant, to immediately
      distribute the spouse's or former spouse's interest in the Participant's
      benefits under the Plan to that spouse or former spouse.

15.16 DISTRIBUTION IN THE EVENT OF TAXATION.

      (a)   IN GENERAL. If, for any reason, all or any portion of a
            Participant's benefits under this Plan becomes taxable  to
            the Participant prior to receipt, a Participant may petition the
            Committee before a Change in Control, or the trustee of the Trust
            after a Change in Control, for a distribution of that portion of his
            or her benefit that has become taxable. Upon the grant of such a
            petition, which grant shall not be unreasonably withheld (and, after
            a Change in Control, shall be granted), a Participant's Employer
            shall distribute to the Participant immediately available funds in
            an amount equal to the taxable portion of his or her benefit (which
            amount shall not exceed a Participant's unpaid Account Balance under
            the Plan). If the petition is granted, the tax liability
            distribution shall be made within ninety (90) days of the date when
            the Participant's petition is granted. Such a distribution shall
            affect and reduce the benefits to be paid under this Plan.

      (b)   TRUST. If the Trust terminates in accordance with Section 3.6(e) of
            the Trust and benefits are distributed from the Trust to a
            Participant in accordance with that Section, the Participant's
            benefits under this Plan shall be reduced to the extent of such
            distributions.

15.17 INSURANCE. The Employers, on their own behalf or on behalf of the trustee
      of the Trust, and, in their sole discretion, may apply for and procure
      insurance on the life of the Participant, in such amounts and in such
      forms as the Trust may choose. The Employers or the trustee of the Trust,
      as the case may be, shall be the sole owner and beneficiary of any such
      insurance. The Participant shall have no interest whatsoever in any such
      policy or policies, and at the request of the Employers shall submit to
      medical examinations and supply such information and execute such
      documents as may be required by the insurance company or companies to whom
      the Employers have applied for insurance.

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15.18 LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and each
      Employer is aware that upon the occurrence of a Change in Control, the
      Board or the board of directors of a Participant's Employer (which might
      then be composed of new members) or a shareholder of the Company or the
      Participant's Employer, or of any successor corporation might then cause
      or attempt to cause the Company, the Participant's Employer or such
      successor to refuse to comply with its obligations under the Plan and
      might cause or attempt to cause the Company or the Participant's Employer
      to institute, or may institute, litigation seeking to deny Participants
      the benefits intended under the Plan. In these circumstances, the purpose
      of the Plan could be frustrated. Accordingly, if, following a Change in
      Control, it should appear to any Participant that the Company, the
      Participant's Employer or any successor corporation has failed to comply
      with any of its obligations under the Plan or any agreement hereunder or,
      if the Company, such Employer or any other person takes any action to
      declare the Plan void or unenforceable or institutes any litigation or
      other legal action designed to deny, diminish or to recover from any
      Participant the benefits intended to be provided, then the Company and the
      Participant's Employer irrevocably authorize such Participant to retain
      counsel of his or her choice at the expense of the Company and the
      Participant's Employer (who shall be jointly and severally liable) to
      represent such Participant in connection with the initiation or defense of
      any litigation or other legal action, whether by or against the Company,
      the Participant's Employer or any director, officer, shareholder or other
      person affiliated with the Company, the Participant's Employer or any
      successor thereto in any jurisdiction. Notwithstanding anything in this
      Section or the Plan to the contrary, the Company and/or the Participant's
      employer shall have no obligation under this Section to the extent there
      is a judicial determination or final mediation decision that the
      litigation or other legal action brought by the Participant is frivolous.

            IN WITNESS WHEREOF, the Company has signed this Plan document as of
May 6, 2002.

                                   "Company"

                                   Callaway Golf Company, a Delaware corporation

                                   /s/ Bradley J. Holiday
                                   __________________________________
                                   BRADLEY J. HOLIDAY
                                   Executive Vice President and
                                   Chief Financial Officer

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