Amendment No. 3 To Trust Agreement

Exhibit 10.47


GRANTOR STOCK TRUST

AMENDMENT NO. 3

TO

TRUST AGREEMENT

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.


BACKGROUND


A. Effective on or about July 14, 1995, Callaway Golf and Sanwa Bank California (" Sanwa" ) entered into a certain Trust Agreement (the " Trust Agreement" ) establishing the Callaway Golf Company Grantor Stock Trust.

B. Effective on or about August 24, 2000 Sanwa assigned to Arrowhead Trust Incorporated, California, a California trust company (" Arrowhead" ), all of Sanwa' s rights, and Arrowhead assumed all of Sanwa' s obligations, under the Trust Agreement.


C. Effective on or about June 29, 2001, Callaway Golf entered into Amendment No. 1 to the Trust Agreement.

D. Effective October 21, 2004, Callaway Golf entered into Amendment No. 2 to the Trust Agreement.


E. Callaway Golf, pursuant to Section 14.1 of the Trust Agreement, desires to amend the Trust Agreement upon the following terms.


AGREEMENT


In consideration of the foregoing Background, Callaway Golf does hereby amend the Trust Agreement and Amendments No. 1 and 2 upon the following terms.

1. Section 4.2.11 of the Trust Agreement is hereby deleted in its entirety, and in lieu thereof, the following shall be inserted:

4.2.11 To consult with legal counsel (who may be counsel for the Administrator) with respect to the interpretation of the Trust Agreement or the Trustee' s duties


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hereunder or with respect to any legal proceedings or any questions of law and shall be entitled to take action or not to take action in good faith reliance on the advice of such counsel.


To tender its defense to the Administrator in any legal proceeding where the interests of the Trustee and the Administrator are not adverse, provided that any legal counsel selected to defend the Trustee is acceptable to the Trustee. The Administrator may satisfy all or any part of its obligations under this section through insurance arrangements acceptable to the Trustee.


2. Section 9.4 of the Trust Agreement is hereby deleted in its entirety, and in lieu thereof, the following shall be inserted:


9.4 The Trustee shall not be liable for, and the Administrator agrees to indemnify and hold harmless th ...