LIMITED POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes, designates and appoints each of Brian P. Lynch, Clinton Foss and
Hina M.D. Patel, as the undersigneds true and lawful attorneys-in-fact, with
full power to act without the others on behalf of and as attorney for the
undersigned, for the following purposes:

     1. to execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Topgolf Callaway Brands Corp. (the
"Company"), any forms or documents required or permitted in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder,
as the same may now exist or hereafter be amended, including Securities and
Exchange Commission Forms 3, 4 and 5;

    2. to do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such forms or
documents or any amendment or amendments thereto, and to file such forms or
documents with the Securities and Exchange Commission and any stock exchange or
similar authority; and

    3. to take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the forms or documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Limited Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's substitute
or substitutes, shall lawfully do or cause to be done by virtue of this Limited
Power of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.

    Unless earlier revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact, this Limited Power of Attorney shall remain in
full force and effect until the undersigned is no longer required to file such
forms or documents with respect to the undersigned's holdings of and
transactions in securities issued by the Company.

    IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed effective as of November 21, 2022.

                                                             /s/ Oliver G.
Brewer III