0001193125-06-039141 Sample Contracts

ASSIGNMENT AND ASSUMPTION AGREEMENT

Assignment and Assumption Agreement • February 27th, 2006 • Callaway Golf Co /Ca • Sporting & athletic goods, nec

• Contract Type
  Assignment and Assumption Agreement
• Filed
  February 27th, 2006
• Company
  Callaway Golf Co /Ca
• Industry
  Sporting & athletic goods, nec

This Assignment and Assumption Agreement is made effective as of January 1, 2006, by and among Callaway Golf Company, a Delaware corporation (“Callaway Golf”), Union Bank of California, N.A., a California trust company (“Union Bank”) and Arrowhead Trust Incorporated, a California trust company (“Arrowhead”).

TRUST AGREEMENT

Amended Trust Agreement • February 27th, 2006 • Callaway Golf Co /Ca • Sporting & athletic goods, nec • California

• Contract Type
  Amended Trust Agreement
• Filed
  February 27th, 2006
• Company
  Callaway Golf Co /Ca
• Industry
  Sporting & athletic goods, nec
• Jurisdiction
  California

THIS AMENDED TRUST AGREEMENT (“Trust Agreement”) is made and entered into as of January 1, 2005, between Callaway Golf Company, Inc., a Delaware corporation (the “Company”), and U.S. Trust Company, N. A., a national banking association (the “Trustee”), to evidence the trust (the “Trust”) to be established, pursuant to the 2002 Callaway Golf Company Executive Deferred Compensation Plan (“2002 Plan”) and the 2005 Callaway Golf Company Executive Deferred Compensation Plan (“2005 Plan”) (each a “Plan” and together, the “Plans”) that require the establishment of a trust, for the benefit of a select group of management, highly compensated employees and/or Directors who contribute materially to the continued growth, development and business success of the Company and those subsidiaries of the Company, if any, that participate in the Plans (collectively, “Subsidiaries,” or singularly, “Subsidiary”).

GRANTOR STOCK TRUST AMENDMENT NO. 3 TO TRUST AGREEMENT

Trust Agreement • February 27th, 2006 • Callaway Golf Co /Ca • Sporting & athletic goods, nec

• Contract Type
  Trust Agreement
• Filed
  February 27th, 2006
• Company
  Callaway Golf Co /Ca
• Industry
  Sporting & athletic goods, nec

This Amendment No. 3 to Trust Agreement is made and entered into effective as of November 1, 2005, by Callaway Golf Company, a Delaware corporation (“Callaway Golf”) whereupon Callaway Golf appoints Union Bank of California, N.A., a national banking association (“Union Bank of California” or the “Trustee”) as Trustee, and shall be effective on the Trustee’s receipt of Plan assets to be held in trust hereunder.