McDonald's Corporation 41

1.1 The Plan; the Plan Merger; History.

(a) The McDonald's Corporation Supplemental Profit Sharing and Savings Plan (the "Plan") as set forth herein is the result of the merger of the McDonald's Profit Sharing Plan Equalization Plan as amended and restated effective January 1, 1996 ("McEqual"), the McDonald's 1989 Executive Equalization Plan as amended and restated effective January 1, 1996 ("McCAP I") and the McDonald's Supplemental Employee Benefit Equalization Plan as amended and restated effective January 1, 1996 ("McCAP II") into the McDonald's Corporation Deferred Income Plan (the "DIP") pursuant to a Merger Document executed by McDonald's Corporation ("McDonald's" or the "Company") as of September 1, 2001 (the "Merger Document"), attached hereto as Exhibit A. The effective date of that merger is January 1, 2002; provided, that this Plan shall be considered to be in effect as of September 1, 2001 for purposes of permitting Participants (as defined below) to make Deferral Elections with respect to compensation that would otherwise be paid to them on or after January 1, 2002 and to make investment elections, Payment Elections, Installment Elections and beneficiary designations to take effect under this Plan on or after January 1, 2002.

(b) The DIP, formerly known as the McDonald's Corporation Deferred Incentive Plan, was established November 1, 1993. The DIP was amended and restated effective September 1, 1994 and was subsequently amended by the first amendment thereof effective as of February 1, 1996 and the second amendment thereof effective as of August 15, 1996. The DIP was subsequently amended and restated effective several times, including amendments and restatements effective as of January 1, 1997, July 15, 1997, August 1, 1998, December 1, 1998, September 1, 1999 and September 1, 2000.

(c) McEqual was established, effective January 1, 1989, by the merger, amendment and restatement of the McDonald's Supplemental Employee Benefit Equalization Plan, established effective January 1, 1983, approved by the shareholders on May 19, 1983, and amended and restated effective January 1, 1987, and the McDESOP Equalization Plan, established effective January 1, 1986, approved by the shareholders on May 23, 1986, and amended and restated effective January 1, 1987. McEqual was further amended and restated effective January 1, 1989, January 1, 1990 and January 1, 1996.

(d) McCAP I was established effective January 1, 1989, and amended and restated from time to time thereafter, with the most recent amendment and restatement being effective January 1, 1996.

(e) McCAP II (formerly, the McDonald's 1986 Tax Reform Equalization Plan) was amended and restated, effective January 1, 1989, January 1, 1990 and amended and restated, effective January 1, 1996, and provided certain benefits previously provided by McDonald's 1986 Tax Reform Equalization Plan with respect to years before January 1, 1989 and certain additional benefits.

1.2 Purposes and Features of Plan.

(a) The purposes of the Plan are (i) to provide to certain highly-compensated employees the opportunity to elect to defer compensation under the "Deferred Income Feature" of the Plan, and (ii) to provide, under the "McCAP Feature" of the Plan, certain participants in the McDonald's Corporation Profit Sharing and Savings Plan (the "Profit Sharing Plan") with benefits that they would have received under the Profit Sharing Plan, absent the Limits (as defined in Section 1.2(b) below). These two purposes are implemented under the Plan's two features. The Deferred Income Feature represents a continuation of the DIP. The "Participants" in the Deferred Income Feature shall be a select group of management or highly compensated employees, as more fully provided in Section 2 below. The McCAP Feature represents a continuation of McEqual, McCAP I and McCAP II. The "Participants" in the McCAP Feature shall be certain employees whose employer and/or employee contributions under the Profit Sharing Plan have been or are expected to be limited by the Limits, as more fully provided in Section 3 below.

(b) The Profit Sharing Plan has, as of September 1, 2001, three main features, the Profit Sharing Feature, the 401(k) Feature (which includes participant deferrals and the employer match), and the ESOP, and is intended to meet the requirements of a qualified plan under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"). Code Section 415 places limits on the maximum amount of contributions and benefits that may be paid under a qualified plan (the "415 Limits") and Code Section 401(a)(17) limits the amount of compensation that may be taken into account for a Plan Year under a qualified plan (the

42 McDonald's Corporation

"Compensation Limit"). In addition, Code Section 402(g) generally limits the maximum amount of employee elective deferrals under a qualified plan ("Elective Contribution Limit"); and elective deferrals to a nonqual-ified plan are not taken into account in determining compensation and benefits under the qualified plans ("Elective Deferral Exclusion") (these limits and exclusion are collectively referred to herein as the "Other Limits" and, together with the 415 Limits and the Compensation Limit, as the "Limits").

1.3 Administration. The Plan shall be administered by a committee of three officers of the Company (the "Committee"), the members of which shall be appointed from time to time by the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee"). The Committee shall have the powers set forth in the Plan and the power to interpret its provisions. Any decisions of the Committee shall be final and binding on all persons with regard to the Plan.

1.4 Initial Participants, Beneficiaries and Accounts. The Merger Document sets forth provisions for individuals who are, as of September 1, 2001, participants in or beneficiaries under McEqual, McCAP I, McCAP II and/or the DIP to become Participants in, or beneficiaries under, the Plan, and specifies the manner in which their Accounts initially shall be deemed invested and the Payment Elections and beneficiary designations that initially shall apply to their Accounts. The provisions of the Merger Document shall apply notwithstanding any other provision of this Plan.

1.5 Defined Terms. Capitalized terms used in this Plan that are not defined herein have the same meaning as the same term in the McDonald's Profit Sharing Plan. An index of terms defined in the Plan is attached as Exhibit B to the Plan.

2.1 Eligibility and Participation. Subject to the conditions and limitations of the Plan, the following individuals shall be eligible to participate in the Deferred Income Feature of the Plan ("Deferred Income Eligible Employees"):
(a) all officers, regional managers, department directors and other employees who are in the Senior Direction Compensation Band of the Company;
(b) international country heads who are on United States payroll of the Company and who are identified as eligible by the Committee; and (c) employees of Brands meeting the requirements set forth on Exhibit C to the Plan. Any Deferred Income Eligible Employee who makes a Deferred Income Deferral Election as described in Section 2.2 below and in accordance with the requirements of Sections 2.3 and 4 below shall become a Participant, and shall remain a Participant until the entire balance of the Participant's Account is distributed.

2.2 Deferral Elections. Subject to Sections 2.3 and 4 below:

(a) Any Deferred Income Eligible Employee may make an election (a "Deferred Income Deferral Election") to defer receipt of all or any portion (in 1% increments) of his or her compensation under the McDonald's Target Incentive Plan, any successor annual bonus plan of McDonald's, or any annual bonus plan of a Brand, in which the Deferred Income Eligible Employee participates (collectively, the "Annual Bonus Plan") that is to be paid in a subsequent calendar year. Any Deferred Income Eligible Employee also may make a Deferred Income Deferral Election to defer a percentage (in 1% increments) of his or her base salary for the following calendar year in accordance with the following schedule:

----------------------------------------------------------------------------------------------
Compensation Band
(or Category of Deferred Income Eligible Employee)                 Maximum Deferral Percentage
==============================================================================================
Highest paid five officers of McDonald's
(ranked by the total of base pay and the target incentive
   under the Annual Bonus Plan for the current year)               90%

Executive Management Band (includes Executive Vice Presidents)     80%

Senior Leadership and Leadership Bands (includes all other
  officers and regional managers)                                  70%

Senior Direction Band (includes Department Directors)              60%
-----------------------------------------------------------------------------------------------

provided, however, that the Committee may, in its discretion, grant individual requests for higher deferral percentages of base salary; and provided, further, that the Committee may, in its discretion, authorize Deferred Income Eligible Employees to modify their deferral percentages of base salary as may be necessary to reflect organizational, title or compensation band changes. Such modification may only be made with respect to base salary earned and paid after the effective date of the modification. The first elections

McDonald's Corporation 43

under this Section 2.2(a) shall be permitted with respect to payments under the Annual Bonus Plan and base salary that are payable on or after January 1, 2002.

(b) If applicable, any Deferred Income Eligible Employee may also make a Deferred Income Deferral Election to defer all or a portion (in 1% increments) of his or her Three-Year Incentive award under the McDonald's Corporation 1992 Omnibus Stock Ownership Incentive Plan or the McDonald's Corporation 2001 Omnibus Stock Ownership Incentive Plan, in either case payable in 2002 or later.

(c) No other forms of compensation, including, but not limited to exit bonuses, severance bonuses or bonuses paid under the Executive Retention Plan during a transition or retention period, may be deferred under the Deferred Income Feature of the Plan.

2.3 Rules for Deferred Income Deferral Elections. Deferred Income Deferral Elections shall be made in accordance with Section 4 below. An individual shall be eligible to make a Deferred Income Deferral Election only if he or she is a Deferred Income Eligible Employee on the Due Date. Notwithstanding the foregoing, an individual who becomes a Deferred Income Eligible Employee after the Due Date, by reason of being hired or promoted into an eligible position under Section 2.1 above after the Due Date, will be eligible to make a Deferred Income Deferral Election, to defer base salary only, within 60 days after the date he or she becomes a Deferred Income Eligible Employee. Such a Deferred Income Deferral Election shall become effective, and the individual making it shall become a Participant, as soon as administratively feasible after the Deferred Income Deferral Election is made.

3.1 Eligibility for Benefits.
(a) 415 Limits. If an employee of the Company or of any Adopting Subsidiary who is a participant in the Profit Sharing Plan has the amount of employer contributions (including Participant Elected Contributions) and forfeitures that would have been allocated to his accounts under the Profit Sharing Plan for 2002 or a later calendar year reduced pursuant to the 415 Limits, the amount of each such reduction shall be credited to the employee's Account as provided in Section 5.1.

(b) Compensation Limit. If an employee of the Company or of any Adopting Subsidiary who is a participant in the Profit Sharing Plan has the amount of employer contributions (including Participant Elected Contributions) and forfeitures that would have been allocated to his accounts under the Profit Sharing Plan for 2002 or a later calendar year limited as a result of the Compensation Limit, the amount of each such reduction shall be credited to the employee's Account as provided in Section 5.1 below.

(c) Other Limits.

(i) Each employee of the Company or of any Adopting Subsidiary who is a participant in the Profit Sharing Plan as of the first day of 2002 or of a later calendar year (the "Specified Year") whose Specified Compensation exceeds the dollar amount in effect under Code Section 414(q)(1)(B)(i) and the Treasury Regulations thereunder during August of the year immediately preceding the Specified Year (the "Prior Year") shall be entitled to the credits provided for in Section 3.1(c)(ii) below, so long as he or she remains an employee of the Company or such Adopting Subsidiary as of the first day of the Specified Year. For these purposes, the term "Specified Compensation" for a Participant for a Specified Year shall mean the sum of (A) the amount of the Participant's annual base salary at the rate in effect for one of the payroll periods during August of the Prior Year, as specified by the Committee, and (B) the amount of the bonus, if any, payable to the Participant under the Annual Bonus Plan during the Prior Year (in each case, without regard to any elective deferrals thereof under the Plan, the Profit Sharing Plan or otherwise).

(ii) There shall be credited to the Account of each Participant who is eligible for credits under Section 3.1(c)(i) above for a Specified Year an amount equal to (A) the amount, if any, the Participant would have received under the Profit Sharing Plan for that year (including, if the Participant so elects pursuant to Section 3.1(d) below, the amount of any elections of Participant Elected Contributions made by the Participant and any associated Matching Contributions) in the absence of the Other Limits, reduced by (B) the sum of the amounts allocated to the Participant's accounts under the Profit Sharing Plan and to the Participant's Account under Sections 3.1(a) and 3.1(b) above. Notwithstanding the foregoing, a Participant who does not have an election in effect under Section 3.1(d) below of the Plan for a calendar year shall not be credited with any Participant Elected Contributions or Employer Matching Contributions hereunder for that calendar year.

44 McDonald's Corporation

(d) Deferral Elections. The following provisions apply to each Participant who is eligible for credits under Section 3.1(c)(i) above for a Specified Year:

(i) Each such Participant may elect, by filing a written election (a "McCAP Deferral Election" and, together with the Deferred Income Deferral Elections, the "Deferral Elections") with the Committee before the beginning of the Specified Year, in accordance with
Section 4 below, to have the Participant Elected Contributions and Employer Matching Contributions described in Section 3.1(c)(ii) above, if any, credited to his Account.

(ii) If such a Participant has a McCAP Deferral Election in effect for a calendar year, the McCAP Deferral Election and the Participant's elected deferrals under the 401(k) Feature of the Profit Sharing Plan may not be changed during the year. If such a Participant does not have a McCAP Deferral Election in effect for the calendar year, any amounts of Participant Elected Contributions in excess of the Elective Contribution Limit that are elected by the Participant under the 401(k) Feature of the Profit Sharing Plan either shall not be contributed or shall be returned to him or her as provided thereunder and no benefit shall be credited to him or her hereunder with respect to his or her Participant Elected Contributions and Employer Matching Contributions under the Profit Sharing Plan.

3.2 Equalization. Base salary and compensation payable under the Annual Bonus Plan that are deferred under the Deferred Income Feature of the Plan shall be considered compensation for the McCAP Feature of the Plan, including, without limitation, for purposes of elections to contribute a percentage of compensation as Section 401(k) contributions. Three-Year Incentive awards that are deferred under the Deferred Income Feature of the Plan shall not be considered compensation for the McCAP Feature of the Plan.

4.1 Timing for Deferral Elections. All Deferral Elections must be returned to the Committee no later than the date specified by the Committee (the "Due Date"). In no event will the Due Date be later than the end of the year that precedes the year that the amount deferred would otherwise be made available to the Participant making the Deferral Election.

4.2 Tax Withholding and Other Special Rules. Notwithstanding any other provision of the Plan, if the Committee determines that it is necessary or appropriate for administrative, legal or other appropriate reasons, the Committee may decide not to apply any Deferral Election in whole or in part. Without limiting the generality of the foregoing, the Committee may decide not to apply a Deferral Election to the extent necessary or appropriate in order to comply with applicable laws regarding tax withholding, after application of Section 6.4 below.

5.1 Accounts.

(a) A bookkeeping account shall be established in each Participant's name (an "Account"). The Account of each individual who is a Participant in both the Deferred Income Feature and the McCAP Feature of the Plan shall be divided into two subaccounts, one representing the amounts credited to the Participant's Account pursuant to Section 2 above of the Plan, and the other representing the amounts credited to the Participant's Account pursuant to Section 3 above, in each case, as adjusted pursuant to Section 5.2 below and as a result of distributions from the Account.

(b) The Participants' Accounts may be further subdivided as the Committee may from time to time determine to be necessary or appropriate, including without limitation to reflect different sources of credits to the Accounts and different deemed investments thereof.

(c) Amounts deferred pursuant to a Deferral Election shall be credited to the applicable Account as of the date the Participant would otherwise have received the deferred amounts in the absence of a Deferral Election. Any Equalization Amounts shall be credited to the applicable Account as soon as administratively feasible after the date when the amount of the corresponding employer contributions to the Profit Sharing Plan is determined. Any amount credited under the McCAP Feature of the Plan shall be credited to the applicable Account as of the date the amount would have been allocated under the Profit Sharing Plan if the Limits had not applied. Adjustments of a Participant's various subaccounts to reflect investment experience and distributions shall in all cases be done on a pro-rata basis, and such subaccounts shall be treated in the same manner for all other purposes of the Plan, except as specifically provided in Section 9.2 below.

McDonald's Corporation 45

5.2 Investment Elections and Earnings Credits.

(a) Each Participant in the Plan shall be permitted from time to time to make an investment election regarding the manner in which his or her Account shall be deemed invested. Subject to the following, the Committee shall establish and communicate to Participants the investment choices that will be available to Participants and the procedures for making and changing investment elections, as it may from time to time determine to be appropriate. Unless otherwise determined by the Committee, a Participant's investment election may be split among the available choices in increments of 1%, totaling 100%. The procedures as in effect as of January 1, 2002 are attached as Exhibit D to the Plan.

(b) As of January 1, 2002, the available investment choices under the Plan are:

(i) a rate of return based upon the McDonald's Common Stock Equivalent under the Profit Sharing Plan, after adjustment for expenses under the Plan (the "Supplemental McDonald's Common Stock Return");

(ii) a rate of return based upon the Stable Value Equivalent under the Profit Sharing Plan, after adjustment for expenses under the Plan (the "Supplemental Stable Value Return"); and

(iii) a rate of return based upon the S&P 500 Index Equivalent under the Profit Sharing Plan, after adjustment for expenses under the Plan (the "Supplemental S&P 500 Index Return").

(c) For any period during which a Participant has failed to make an investment election, the Participant's Account shall be credited with the Supplemental Stable Value Return. A Participant's investment election will continue in effect until the Participant files a new investment election.

5.3 Vesting. A Participant shall be fully vested at all times in the balance of his or her Account, except as specifically provided in Section 6.3 below.

6.1 Time and Method of Payment. Payments of a Participant's Account shall be made to a Participant, or the Participant's beneficiary if the Participant is deceased, in accordance with the rules set forth below:

(a) Time of Payment. Each payment under the Plan shall be made in a particular calendar month as provided below. The payments under the Plan that are to be made in a particular calendar month shall in all cases be made as soon as administratively feasible after the first business day of such calendar month.

(b) Default Rule and Participant Elections. Unless the Participant has elected otherwise as provided for below, payment of the Participant's Account shall be made in a single lump sum in April of the year following the year in which the Participant terminates employment. Participants shall be permitted to elect different times to receive payments ("Payment Elections") and forms of payment other than a lump sum ("Installment Elections"), subject to the rules set forth below. Any filing, change or revocation of a Payment Election that occurs after the applicable deadline set forth below shall be void and of no effect. In each case, the most recent such filing, change or revocation by a Participant on or before the applicable deadline shall govern the Participant's entire Account except as expressly provided below.

(c) Termination Distributions. Distributions from a Participant's Account after termination of employment (other than distributions made pursuant to Section 6.1(f) below) are referred to as "Termination Distributions." A Participant may elect to have his or her Termination Distributions paid, or begin to be paid in installments, later than April of the year following the year in which the Participant terminates employment. Such a Payment Election shall be made no later than December 31 of the year in which the Participant terminates employment.

(d) Installment Payments of Termination Distributions. A Participant may make an Installment Election selecting one of the following installment payment methods to apply to his or her Termination Distributions:

(i) Monthly, quarterly or annual installments over a period ending not later than the first April that begins after the 25th anniversary of the date of the Participant's termination of employment, as specified in the Installment Election. Such installment payments shall be made in substantially equal installments over the installment period specified. Each such installment payment shall be computed by dividing the then-balance of the Account by the number of payments remaining in the installment period.

(ii) Monthly, quarterly or annual installments of a dollar amount specified in the Installment Payment Election; provided, however, that in any event, the last such installment must be paid not later than the first April that begins after the 25th anniversary of the date of the Participant's termination of employment.

46 McDonald's Corporation

(iii) An initial partial lump sum payment with subsequent monthly, quarterly or annual installment payments, which shall be either (A) made over a period of years (as described in Section 6.1(d)(i) above) or (B) of a specified dollar amount (as described in Section 6.1(d)(ii) above), as specified in the Installment Payment Election.

An Installment Election shall be made on or before the December 31 of the calendar year preceding the date when the Participant's Termination Distributions are scheduled to begin, and, once made with respect to a Participant's Account, may not be revoked or changed by the Participant or the Participant's beneficiary, except to the extent permitted under Section 6.3 below.

(e) In-Service Withdrawals. A Participant may elect (an "In-Service Withdrawal Election") to have all or a specified portion of his or her Account paid in a specified month before termination of employment (such payments being called "In-Service Withdrawals"), subject to the following rules:

(i) such an election must be made before the Participant's termination of employment, and once made, shall be irrevocable;

(ii) the month so elected for an In-Service Withdrawal must (A) occur during a calendar year beginning subsequent to the date of the election and (B) begin at least six months after the date of the election; and

(iii) the amount distributed in an In-Service Withdrawal may not include any amounts credited to the Participant's Account under
Section 2 or Section 3 on or after January 1 of the year preceding the year in which the In-Service Withdrawal occurs, nor any earnings on such amounts.

(f) Termination Before In-Service Withdrawal. If the Participant's employment terminates at a time when one or more In-Service Withdrawal Elections are in effect, the In-Service Withdrawals shall continue to be paid in accordance with such elections, except that all In-Service Withdrawals that remain unpaid at the earlier of (i) the beginning of April of the year following the year in which the Participant terminates employment, and (ii) the date when the Participant's Termination Distributions are paid or begin to be paid, shall be treated as Termination Distributions and paid in accordance with Sections 6.1(a) through (d).

(g) Small Balance Rule. Notwithstanding any other provision of the Plan, and notwithstanding any election that the Participant may have made, if the balance in a Participant's Account as of the end of the month during which the Participant's employment terminates is less than $50,000, then such Participant's Account shall be paid in a single lump sum as soon as administratively feasible after the end of such month.

(h) Change in Control. The Committee may (but shall not be required to) establish procedures under which Participants may be permitted to elect to have all or a specified portion of their Accounts paid in a single lump sum upon a Change in Control, as that term is defined in the McDonald's Corporation 2001 Omnibus Stock Ownership Incentive Plan, notwithstanding any other provision of the Plan, and notwithstanding any other election that the Participant may have made.

6.2 Form of Payment. All payments shall be made in cash. However, a Participant who has elected a McDonald's Common Stock Equivalent return and who uses amounts that have been deemed so invested and then distributed in cash to purchase shares of McDonald's common stock on the open market in one or more transactions within seven months after the date such amounts were distributed, shall be entitled to receive reimbursement from the Company for all reasonable brokerage fees and other transaction costs incurred by him or her in connection with such purchases, upon presentation to the Committee not later than 60 days after the date of each transaction of satisfactory evidence thereof.

6.3 Hardship Withdrawals and Acceleration of Installment Payments. The Company recognizes that there will be circumstances in which a Participant will need to withdraw amounts from his or her Account more quickly than is permitted for In-Service Withdrawals under Section 6.1(e) above. Therefore, a Participant shall have the right to withdraw in cash any portion of the balance of his or her Account at any time before his or her termination of employment, subject to the Committee's consent and a 10% forfeiture penalty on the amount requested. A Participant who is receiving Termination Distributions in installments may also accelerate payment of any unpaid amount, subject to the Committee's consent and 10% forfeiture penalty on the amount accelerated. Any withdrawals or accelerated payments pursuant to this Section 6.3 (reduced by the 10% forfeiture penalty) shall be paid as soon as administratively feasible after the election to withdraw or accelerate payments is approved by the Committee.

6.4 Withholding of Taxes. The Company shall withhold any applicable Federal, state or local income tax from payments due under the Plan in accordance with such procedures as the Company may establish. Generally, any Social Security taxes, including the Medicare portion of such taxes, shall be withheld from other compensation to the Participant in question, or paid by the Participant in question to the Company, at the time amounts are credited to the Participant's Account. The Company shall also withhold any other employment taxes as necessary to comply with applicable laws.

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6.5 Beneficiary.

(a) A Participant shall have the right to name a beneficiary or beneficiaries who shall receive the balance of a Participant's Account in the event of the Participant's death prior to the payment of his or her entire Account (a "Beneficiary Designation"). A beneficiary may be an individual, a trust or an entity that is tax-exempt under Code Section 501(c)(3). If no beneficiary is named by a Participant or if the Participant survives all of the named beneficiaries, the Participant's Account shall be paid to the Participant's estate. A Participant may change or revoke an existing Beneficiary Designation by filing another Beneficiary Designation with the Committee. The latest Beneficiary Designation received by the Committee shall be controlling.

(b) A beneficiary designated by a Participant or another beneficiary who has not yet received payment of the entire benefit payable to him or her under the Plan shall have the right to name a beneficiary or beneficiaries to receive the balance of such benefit in the event of the beneficiary's death prior to the payment of the entire amount of such benefit, in accordance with Section 6.5(a) above, as if the beneficiary were a Participant (regardless of whether the Participant or such other beneficiary is still alive).

(c) In addition, after the death of a Participant or a beneficiary thereof, any beneficiary designated by the Participant or such deceased beneficiary, as applicable, who has not yet received payment of the entire benefit payable to him or her under the Plan shall be treated for all purposes of Sections 5 through 10 of the Plan in the same manner as the Participant with respect to the Account or portion thereof of which such person is the beneficiary, including, without limitation, for purposes of making investment elections, Payment Elections and Installment Elections.

7.1 Funding. Benefits payable under the Plan to any Participant shall be paid directly by the Company. The Company shall not be required to fund, or otherwise segregate assets to be used for payment of benefits under the Plan. While the Company may, in the discretion of the Committee, make investments (a) in shares of McDonald's Common Stock through open market purchases or (b) in other investments in amounts equal or unequal to amounts payable hereunder, the Company shall not be under any obligation to make such investments and any such investment shall remain an asset of the Company subject to the claims of its general creditors. Notwithstanding the foregoing, the Company may maintain one or more trusts (each, a "Trust") to hold assets to be used for payment of benefits under the Plan. Any payments by a Trust of benefits provided to a Participant under the Plan shall be considered payment by the Company and shall discharge the Company of any further liability under the Plan for such payments.

7.2 Account Statements. The Company shall provide Participants with statements of the balances of their Accounts under the Plan at least annually.

7.3 Employment Rights. Establishment of the Plan shall not be construed to give any employee or Participant the right to be retained in the Company's service or that of its subsidiaries and affiliates, or to any benefits not specifically provided by the Plan.

7.4 Interests Not Transferable. Except as to withholding of any tax under the laws of the United States or any state or locality and the provisions of
Section 6.5 above, no benefit payable at any time under the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment, or other legal process, or encumbrance of any kind. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such benefits, whether currently or thereafter payable, shall be void. No person shall, in any manner, be liable for or subject to the debts or liabilities of any person entitled to such benefits. If any person shall attempt to, or shall alienate, sell, transfer, assign, pledge or otherwise encumber benefits under the Plan, or if by any reason of the Participant's bankruptcy or other event happening at any time, such benefits would devolve upon any other person or would not be enjoyed by the person entitled thereto under the Plan, then the Company, in its discretion, may terminate the interest in any such benefits of the person entitled thereto under the Plan and hold or apply them to or for the benefit of such person entitled thereto under the Plan or such individual's spouse, children or other dependents, or any of them, in such manner as the Company may deem proper.

7.5 Forfeitures and Unclaimed Amounts. Unclaimed amounts shall consist of the amount of the Account of a Participant that cannot be distributed because of the Committee's inability, after a reasonable search, to locate a Participant or the Participant's beneficiary, as applicable, within a period of two years after the Payment Date upon which the payment of benefits become due. Unclaimed amounts shall be forfeited at the end of such two-

48 McDonald's Corporation

year period. Penalties charged for withdrawals under Section 6.3 shall also be forfeited in the year in which the penalty is charged. These forfeitures will reduce the obligations of the Company under the Plan. After an unclaimed amount has been forfeited, the Participant or beneficiary, as applicable, shall have no further right to the Participant's Account.

7.6 Controlling Law. The law of Illinois, except its law with respect to choice of law, shall be controlling in all matters relating to the Plan to the extent not preempted by the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

7.7 Action by the Company. Except as otherwise specifically provided in the Plan, any action required of or permitted by the Company under the Plan shall be by resolution of the Board of Directors of the Company or by action of any member of the Committee or person(s) authorized by resolution of the Board of Directors of the Company.

7.8 Section 16. Notwithstanding any other provision of the Plan, the Compensation Committee may impose such restrictions, rules and regulations on the terms and conditions of participation in the Plan by any Participant who has been deemed by the Board of Directors of the Company to be subject to Section 16 of the Securities Exchange Act of 1934, as amended, as the Compensation Committee may determine to be necessary or appropriate. Any transaction that would result in liability or potential liability under said Section 16 shall be void ab initio.

8.1 Adoption of Plan. Any entity in which the Company directly or through intervening subsidiaries owns 25% or more of the total combined voting power or value of all classes of stock, or, in the case of an unincorporated entity, a 25% or more interest in the capital and profits (a "Subsidiary") may, with the approval of the Compensation Committee and under such terms and conditions as the Compensation Committee may prescribe, adopt the corresponding portions of the Plan by resolution of its board of directors and thereby become an "Adopting Subsidiary," except that the Brands shall automatically be considered Adopting Subsidiaries. The Compensation Committee may amend the Plan as necessary or desirable to reflect the adoption of the Plan by an Adopting Subsidiary, provided, however, that an Adopting Subsidiary shall not have the authority to amend or terminate the Plan under Section 9 below.

8.2 Withdrawal from the Plan by Subsidiary. Any Adopting Subsidiary shall have the right, at any time, upon the approval of and under such conditions as may be provided by the Compensation Committee, to withdraw from the Plan by delivering to the Compensation Committee written notice of its election so to withdraw, upon which it shall be considered a "Withdrawing Subsidiary." Upon receipt of such notice, the Compensation Committee may (but need not) determine that notwithstanding any other provision of this Plan and without regard to any Payment Elections made by the affected Participants, the Company shall pay out the portion of the Accounts of Participants and beneficiaries attributable to credits made while the Participants were employees of such Withdrawing Subsidiary, plus any net earnings, gains and losses on such credits.

8.3 Special Rule for Sales or Other Dispositions of Subsidiaries. Notwithstanding any other provision of the Plan, if an Adopting Subsidiary ceases to be a Subsidiary (thereby becoming a "Disaffiliated Subsidiary") as a result of (a) a sale, spinoff, public offering or other transaction involving the Disaffiliated Subsidiary, or if one or more businesses conducted by an Adopting Subsidiary are sold to another entity (a "Buyer"), any Participant who as a result of such transaction ceases to be employed by the Company or one of its remaining Subsidiaries shall be considered to have experienced a termination of employment for purposes of the Plan, unless the next sentence applies. If in connection with such a transaction, a Participant remains an employee of the Disaffiliated Subsidiary or becomes an employee of the Buyer or one of its subsidiaries or affiliates, as applicable, and the Disaffiliated Subsidiary or the Buyer, as applicable, assumes all liabilities to the Participant under this Plan, then the Participant shall not be considered to have experienced a termination of employment for purposes of the Plan, but the Company and its remaining Subsidiaries and affiliates shall have no further obligations to the Participant or any of his or her beneficiaries under the Plan.

McDonald's Corporation 49

9.1 Amendment and Termination. The Company intends the Plan to be permanent, but reserves the right at any time by action of its Board of Directors of the Company or the Compensation Committee to modify, amend or terminate the Plan; provided, however, that any amendment or termination of the Plan shall not reduce or eliminate any Account accrued through the date of such amendment or termination; and provided, further, that no such amendment made after a Change in Control or in contemplation of a Change in Control may eliminate any of the Participants' choices as to the timing and method of payments of Accounts under Section 6 with respect to amounts credited to Accounts before the date of the Change in Control. The Compensation Committee shall provide notice of amendments adopted by the Compensation Committee to the Board of Directors of the Company on a timely basis.

9.2 ERISA Issues. It is the intention of the Company that the Plan be viewed, for purposes of ERISA, as comprising three distinct plans (each, a "Subplan"), each of which is unfunded within the meaning of ERISA and therefore exempt from the reporting, disclosure and fiduciary rules of ERISA: (a) an "excess benefit plan" as defined in Section 3(36) of ERISA, covering Participants whose Accounts contain only amounts credited pursuant to Section 3.1(a) of the Plan; (b) a plan described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA (a "Top Hat Plan") covering Participants not described in the preceding clause (a) but whose Accounts contain only amounts credited under the McCAP Feature of the Plan; and (c) a Top Hat Plan covering Participants whose Accounts contain amounts credited under the Deferred Income Feature of the Plan. Without limiting the generality of the foregoing provisions of this Section 9, the Company reserves the right to terminate any Subplan, and to pay out the Accounts of Participants under the Subplan in connection with such termination, without regard to any Payment Elections made by such Participants, if it is determined by any competent authority, or by the Company with the advice of counsel, that such Subplan does not qualify as an excess benefit plan or Top Hat Plan.

10.1 Actions of Committees. Any actions by the Committee or the Compensation Committee shall be taken upon the approval of a majority of the members thereof at any in-person or telephonic meeting or in writing.

10.2 Electronic Elections. Anything in the Plan to the contrary notwithstanding, the Committee may in its discretion may make disclosure or give information to Participants and beneficiaries and permit Participants or their beneficiaries to make electronic elections in lieu of written disclosure, information or elections provided in the Plan. In making such a determination, the Committee shall consider the availability of electronic disclosure of information and elections to Participants and beneficiaries, the protection of the rights of Participants and their beneficiaries, the appropriateness of the standards for authentication of identity and other security considerations involved in the electronic election system and any guidance issued by any relevant governmental authorities.

Executed in multiple originals this 1st day of October, 2001.

McDONALD'S CORPORATION

By:  /s/ Stanley R. Stein
   ---------------------------------------
Name:  Stanley R. Stein
Title: Executive Vice President

EXHIBIT A Index of Defined Terms
-------------------------------------------------------------------------------
Defined Term                                                Section
Account                                                     5.1(a)
Adopting Subsidiary                                         8.1
Annual Bonus Plan                                           2.2(a)
Beneficiary Designation                                     6.5(a)
Brands                                                      Exhibit C
Buyer                                                       8.3
Change in Control                                           6.1(h)
Code                                                        1.2(b)
Company                                                     1.1(a)
Committee                                                   1.3
Compensation Committee                                      1.3
Compensation Limit                                          1.2(b)
Deferral Elections                                          3.1(d)(i)
Deferred Income Deferred Election                           2.2(a)
Deferred Income Eligible Employees                          2.1
Deferred Income Feature                                     1.2(a)
DIP                                                         1.1(a)
Disaffiliated Subsidiary                                    8.3
Due Date                                                    4.1
Elective Contribution Limit                                 1.2(a)
ERISA                                                       7.6
415 Limits                                                  1.2(b)
In-Service Withdrawal Election                              6.1(e)
In-Service Withdrawals                                      6.1(e)
Installment Elections                                       6.1(b)
Limits                                                      1.2(b)
Merger Document                                             1.1(a)
McDonald's                                                  1.1(a)
McCap I                                                     1.1(a)
McCap II                                                    1.1(a)
McCap Deferral Election                                     3.1(d)(i)
McCap Feature                                               1.2(a)
McEqual                                                     1.1(a)
Other Limits                                                1.2(b)
Participants                                                1.2(a)
Payment Elections                                           6.1(b)
Plan                                                        1.1(a)
Prior Year                                                  3.1(c)(i)
Profit Sharing Plan                                         1.2(a)
Specified Compensation                                      3.1(c)(i)
Specified Year                                              3.1(c)(i)
Subplan                                                     9.2
Subsidiary                                                  8.1
Supplemental McDonald's Common Stock Return                 5.2(b)(i)
Supplemental S&P 500 Index Return                           5.2(b)(iii)
Supplemental Stable Value Return                            5.2(b)(ii)
Termination Distributions                                   6.1(c)
Top Hat Plan                                                9.2(b)
Trust                                                       7.1
Withdrawing Subsidiary                                      8.2

                                                       McDonald's Corporation 51

EXHIBIT B Merger Document
-------------------------------------------------------------------------------

(a) WHEREAS, McDonald's Corporation (the "Company") has established and maintained the following four non-qualified deferred compensation plans (collectively, the "Plans"): the McDonald's Profit Sharing Program Equalization Plan as amended and restated effective January 1, 1996 ("McEqual"); the McDonald's 1989 Executive Equalization Plan as amended and restated effective January 1, 1996 ("McCAP I"); the McDonald's Supplemental Employee Benefit Equalization Plan as amended and restated effective January 1, 1996 ("McCAP II"); and the McDonald's Corporation Deferred Income Plan (the "DIP"); and

(b) WHEREAS, the Board of Directors of the Company has approved the merger of McEqual, McCAP I and McCAP II into the DIP, and the amendment and restatement of the DIP under the new name of the McDonald's Corporation Supplemental Profit Sharing and Savings Plan (the "Combined Plan"), all as more fully set forth below;

(c) NOW, THEREFORE, the following actions are hereby approved, effective as of September 1, 2001:

1. The Combined Plan is hereby adopted substantially in the form presented to the Board. Capitalized terms used and not defined herein shall have the meanings given them in the Plans or in the Combined Plan, as applicable.

2. Each Participant in any of the Plans whose combined account balances under the Plans equals $5,000 or less as of September 1, 2001 and either (i) has terminated employment before September 1, 2001 or (ii) has 2001 Compensation (as defined below) of not more than $85,000, and each beneficiary of such a Participant, shall be paid the entire balance in all of his or her accounts under the Plans in a single lump sum payment not later than December 31, 2001, and shall have no further rights under the Plans. For these purposes the term "2001 Compensation" shall mean the sum of (A) the amount of the Participant's annual base salary at the rate in effect for one of the payroll periods during August of the Prior Year, as specified by the Committee, and (B) the amount of the bonus, if any, payable to the Participant under the McDonald's Target Incentive Plan during 2001 (in each case without regard to any elective deferrals thereof under the Plans, the Profit Sharing Plan or otherwise).

3. Each Participant in and each beneficiary under McEqual, McCAP I or McCAP II whose account balances under those Plans are not paid out pursuant to
Section 2 above shall automatically become a Participant in or a beneficiary under the McCAP Feature of the Combined Plan, as applicable, and his or her McEqual Account, McCAP I Account and/or McCAP II Account, as applicable, shall be included in his or her Account under the Combined Plan.

4. Each Participant in and each beneficiary under the DIP whose Deferral Account under the DIP is not paid out pursuant to Section 2 above shall automatically become a Participant in or a beneficiary under the Deferred Income Feature of the Combined Plan, as applicable, and his or her Deferral Account shall be included in his or her Account under the Combined Plan.

5. Each Participant in any of the Plans whose employment has terminated on or before December 31, 2001, but whose account balances under the Plans are not paid out pursuant to Section 2 above, and each beneficiary of such a Participant, shall be paid the entire balance in his or her Accounts under the Combined Plan in a single lump sum payment in March of 2002, unless he or she has previously elected a later payment date under Section 6.1(c) of the Combined Plan or made an Installment Election under Section 6.1(d) of the Combined Plan, in accordance with the rules set forth in the Combined Plan; provided, that the due date for either such election shall be December 15, 2001.

6. Effective as of January 1, 2002, except as specifically provided in Section 5 above, the provisions of Section 6 of the Combined Plan relating to the time and method of payments of Accounts shall apply to the initial balances of Participants' Accounts under the Combined Plan that are carried over from accounts under the Plans (the "Prior Accounts") as provided in Sections 4 and 5 above (such initial balances, the "Initial Combined Accounts"), superseding all prior elections made under the Plans (including without limitation Delinking Elections under the Prior Plans) and all rules regarding the time and method of payments under the Plans as previously in effect.

52 McDonald's Corporation

7. The Initial Combined Accounts shall be deemed invested, as of January 1, 2002, based upon how the corresponding account or accounts in the Plans were invested immediately as of December 31, 2001, as follows: (a) the portion of the Initial Combined Accounts that were invested in the Stable Value or Money Market Equivalents shall be deemed invested in the Supplemental Stable Value Return under the Combined Plan; (b) the portion of the Initial Combined Accounts that were invested in the International Stock, Diversified Stock, S&P 500 or Blended Stock and Bond Equivalents shall be deemed invested in the Supplemental S&P 500 Return under the Combined Plan; and (c) the portion of the Initial Combined Accounts that were invested in the McDonald's Common Stock Equivalent shall be deemed invested in the Supplemental McDonald's Common Stock Return under the Combined Plan.

8. Any beneficiary designation that is in effect with respect to a Prior Account as of December 31, 2001 (a "Prior Designation") shall apply as of January 1, 2002 to the corresponding portion of the corresponding Initial Combined Account in which such Prior Account is included, subject to any subsequent beneficiary designations that may be made after January 1, 2002 by the applicable Participant or beneficiary under the terms of the Combined Plan; provided, that the Committee may determine that in any event, all Prior Designations shall cease to be effective as to Accounts under the Combined Plan, upon reasonable advance notice to the individuals who made such Prior Designations.

9. As soon as practicable after the date hereof, The McDonald's Profit Sharing Program Equalization Trust, The McDonald's 1989 Executive Equalization Trust, and The McDonald's Supplemental Employee Benefit Equalization Trust shall be merged into a single trust, subject to the agreement of the trustee of each such trust and the execution of a new trust agreement. Such new trust agreement shall require full funding of the trust in connection with a Change in Control as defined in the Combined Plan.

10. All actions and determinations that are necessary or appropriate to implement the foregoing shall be taken by the Committee, as defined in the Combined Plan, or its delegee.

Executed in multiple originals this 1st day of October, 2001.

McDONALD'S CORPORATION

/s/ Stanley R. Stein
------------------------------------
By:    Stanley R. Stein
Title: Executive Vice President

----------------------------------------------------------------------------------------------------------------
Maximum Salary Deferral %  McDonald's                Boston Market     Donatos               Chipotle
================================================================================================================
60%                        Senior Direction Band     Officers          Vice President        Band C - Executives

70%                        Leadership & Sr.          Leadership Team   Sr. Vice President,   Band B - Officers/
                           Leadership Bands                            CFO, CEO, COO         Vice Presidents

80%                        Executive Management      N/A               N/A                   Band A - CEO
                           Band


90%                        5 Highest Paid Officers   N/A               N/A                   N/A
                           of McDonald's
----------------------------------------------------------------------------------------------------------------

[Attached]

Exhibit 10g

McDonald's Corporation, a Delaware corporation (the "Company"), hereby establishes the Executive Retention Plan (the "Plan") effective as of October 1, 1998 (the "Effective Date"). The Plan was amended and restated on March 20, 2001 and March 20, 2002.

Article 1

Purpose

It is in the best interests of the Company and its shareholders to assure that the Company has the continued dedication of its key executives in a highly competitive global marketplace. This Plan is established to promote the retention of these key executives and provide the Company with a smooth succession process. This Plan is also intended to provide these key executives with incentives that are designed to focus their energy on contributing to the ultimate success of the Company.

Article 2

Plan Administration

(i) subject to any limitations under this Plan or applicable law, to make and enforce such rules and regulations of this Plan and prescribe the use of such forms as it shall deem necessary for the efficient administration of this Plan;

(ii) to require any person to furnish such information as it may reasonably request as a condition to receiving any benefit under this Plan;

(iii) to decide on questions concerning this Plan and the eligibility of the persons identified as "Tier I Executives" and "Tier II Executives" (collectively, the "Executives") on Appendix A to participate in this Plan, in accordance with the provisions of this Plan;

(iv) to compute or cause to be computed the amount of benefits which shall be payable to any person in accordance with the provisions of this Plan; and

(v) to appoint and remove, as it deems advisable, the Plan Administrator.

omission made by them in good faith nor from any action or omission made in reliance upon (a) the advice or opinion of any accountant, legal counsel, medical adviser or other professional consultant or (b) any resolutions of the Board (or the Committee) certified by the Secretary or Assistant Secretary of the Company. Each member of the Committee and the Plan Administrator shall be indemnified, defended and held harmless by the Company and its respective successors against all claims, liabilities, fines and penalties and all expenses (including reasonable attorneys' fees and disbursements and other professional costs incurred in enforcing this provision) reasonably incurred by or imposed upon such individual which arise as a result of his or her actions or failure to act in connection with the operation and administration of this Plan, to the extent lawfully allowable and to the extent that such claim, liability, fine, penalty or expense is not paid for by liability insurance purchased by or paid for by the Company or an affiliate thereof. Notwithstanding the foregoing, the Company shall not indemnify any person for any such amount incurred through any settlement or compromise of any action unless the Company consents in writing to such settlement or compromise, which consent shall not be unreasonably withheld.

When a Claim has been filed properly, it shall be evaluated and the Claimant shall be notified of the approval or the denial of the Claim within 45 days after the receipt of such Claim unless special circumstances require an extension of time for processing the Claim. If such an extension is required, written notice of the extension shall be furnished to the Claimant prior to the end of the initial 45-day period, which notice shall specify the special circumstances requiring an extension and the date by which a final decision will be reached (which date shall not be later than 90 days after the date on which the Claim was filed). A Claimant shall be given a written notice in which the Claimant shall be advised as to whether the Claim is granted or denied, in whole or in part. If a Claim is denied, in whole or in part, the notice shall contain
(a) the specific reasons for the denial, (b) references to pertinent Plan provisions upon which the denial is based, (c) a description of any additional material or information necessary to perfect the Claim and an explanation of why such material or information is necessary, and (d) the Claimant's right to seek review of the denial.

If a Claimant shall fail to file a request for review in accordance with the procedures herein outlined, such Claimant shall have no right to obtain such a review or to bring an action in any court, and the denial of the Claim shall become final and binding on all persons for all purposes except upon a showing of good cause for such failure.

Article 3

Retention Period

As a condition of receiving the Transition Benefits (as defined in
Section 4.02) and the Continued Employment Benefits (as defined in Section 5.02), an Executive must provide services to the Company as an Executive Officer (as defined below) throughout the Retention Period. During the Retention Period,
(i) an Executive's employment shall be on an at-will basis and (ii) the Executive shall be entitled to participate in the Company's benefits and compensation plans, practices, policies and programs as in effect from time to time.

For purposes of this Plan:

(a) an Executive's "Retention Period" shall mean the period commencing on the Executive's Start Date (as specified on Appendix A) and ending five years thereafter (in the case of Jack Greenberg) or three years thereafter (in the case of all other Executives); and

(b) "Executive Officer" means an executive officer (as defined by Rule 3b-7 (or any successor rule) under the Securities Exchange Act of 1934 as in effect from time to time) of the Company.

Article 4

Transition Period

For purposes of this Plan:

(a) an Executive's "Change-in-Status Date" shall mean the date specified in the Executive's Transition Documents, provided that the Committee may accelerate such date in its sole discretion; and

(b) an Executive's "Years of Service" shall equal the number of consecutive complete 12-month intervals during the period beginning on the earlier of the Executive's historical service date or company service date and ending on the Change-in-Status Date rounded down to the nearest complete 12-month interval (e.g., a period of 10 years, 8 months and 3 days shall equal 10 "years of service").

(b) Annual Bonus. In respect of each calendar year which ends during the Transition Period, the Company shall pay to the Executive an Annual Bonus (as defined below), which bonus shall be payable in a lump sum on April 1st of the year following the year in which it was earned (or such other date, as determined by the Committee in accordance with the Company's Target Incentive Program or any successor plan ("TIP")). In respect of any calendar year in which the Transition Period ends, the Company shall pay to the Executive (in lieu of an Annual Bonus) a Prorated Annual Bonus (as defined below), which Prorated Bonus shall be payable in a lump sum within 60 days after the end of the Transition Period.

Notwithstanding the foregoing, the Annual Bonus shall be reduced to the extent that the Executive previously elected to defer or reduce such bonus under the terms of any deferred compensation plan or other employee benefit plan or arrangement maintained or established by the Company. The Executive shall not be entitled to defer any portion of the Prorated Bonus.

For purposes of this Plan,

(i) "Annual Bonus" shall mean an annual bonus pursuant to TIP which is equal to the product of the Annual Base Salary and the Full Target Percentage (as defined below);

(ii) "Full Target Percentage" shall mean the target percentage which the Executive was eligible to receive under TIP on the day immediately

preceding the Change-in-Status Date without any adjustment, but in no event lower than the Executive's highest target percentage in effect at any time between the Effective Date and the Change-in-Status Date, provided that the target percentage shall be reduced to reflect any across-the-board reductions implemented by the Committee prior to the Change-in-Status Date which reductions affect Company officers generally, and

(iii) "Prorated Annual Bonus" shall mean a bonus in an amount equal to the Annual Bonus multiplied by a fraction, the numerator of which is the number of days which have elapsed during such calendar year through the last day of the Transition Period, and the denominator of which is 365.

(c) Three-Year Incentive Plan Awards. During the Transition Period, any outstanding awards under the Company's Three-Year Incentive Plan or any successor plan ("LTIP") will continue to vest and become payable in accordance with the Company's policies as in effect from time to time. Such LTIP awards ("LTIP Awards") shall be computed by reference to 100% of the target percentage the Executive would have received pursuant to the terms of the original LTIP grant without any adjustment. During the Transition Period, the Executive shall not be eligible to participate in any new cycles under LTIP or other long-term incentive plan.

(d) Continued Vesting and Exercisability of Stock Options. During the Transition Period, stock options will continue to vest, expire and otherwise be subject to the express terms of the related stock option plan and the applicable Golden M Certificate (or other applicable award agreement). During the Transition Period, an Executive shall retain the right to exercise any unexercised stock option to the extent vested on the date of exercise, provided, however, that an Executive shall not be entitled to receive any additional stock option grants and in no event shall the term of any stock option extend beyond its original term.

(e) Benefit Programs and Policies. During the Transition Period, all benefit plans, policies, fringe benefits and practices in effect from time to time shall continue to apply to the Executive in accordance with the terms of the benefit plans sponsored by the Company and the Company's policies and procedures established for officers of the Company who are not Executive Officers, except that: (i) the Executive will not be eligible for any pay increase, (ii) the Executive will not be eligible to participate in TIP during any year if the Transition Period ends prior to the end of a calendar year,
(iii) no new stock option grants will be given to the Executive, and (iv) no new awards will be granted under LTIP. Amounts paid during the Transition Period shall be treated as "compensation" for purposes of determining any benefits provided under McDonald's Corporation Profit Sharing Program and the related non-qualified benefit plans known as McCAP I, McCAP II or McEQUAL, and McDonald's Corporation Deferred Income Plan and life insurance benefit plans sponsored by McDonald's Corporation (collectively, the "Benefit Plans") to the extent permitted by the terms of such Benefit Plans as in effect from time to time. Nothing in this Plan shall be construed to limit the ability of the Company to amend or terminate any of the plans, programs or arrangements under which benefits are provided to officers and employees of the Company, and any such terminations or amendments shall be effective as to the Executives.

Article 5

Continued Employment Period

(b) Target Incentive Awards. During the Continued Employment Period, an Executive shall not be eligible to participate in TIP or any other annual incentive plan of the Company.

(c) LTIP Awards. During the Continued Employment Period, any outstanding awards under LTIP will continue to vest and become payable in accordance with the Company's then current policies notwithstanding the Executive's staff employee status during this period. Such LTIP Awards shall be computed by reference to 100% of the target percentage the Executive would have received pursuant to the terms of the original LTIP grant without any adjustment. During the Continued Employment Period, the Executive shall not be eligible to participate in any new cycles under LTIP or other long-term incentive plan.

(d) Continued Vesting and Exercisability of Stock Options. During the Continued Employment Period, stock options will continue to vest, expire and otherwise be governed by the express terms of the related stock option plan and the applicable Golden M Certificate (or other applicable award agreement). During the Continued Employment Period, an Executive shall retain the right to exercise any unexercised stock option to the extent vested on the date of exercise, provided, however, that an Executive shall not be entitled to receive any additional stock option grants and, in no event, shall the term of any stock option extend beyond its original term.

(e) Benefit Programs and Policies. During the Continued Employment Period, all benefit plans, policies, fringe benefits and practices in effect from time to time shall continue to apply to the Executive in accordance with the terms of the benefit plans sponsored by McDonald's and McDonald's policies and procedures established for staff employees of the Company, except that: (i) the Executive will not be eligible for any pay increase, (ii) the Executive will not be eligible to participate in the TIP, (iii) no new stock option grants will be given to the Executive, and (iv) no new awards will be granted under LTIP. Amounts paid during the Continued Employment Period shall be treated as "compensation" for purposes of determining any benefits provided under the Benefit Plans to the extent permitted by the terms of such Benefit Plans as in effect from time to time. Nothing in this Plan shall be construed to limit the ability of the Company to amend or terminate any of the plans, programs or arrangements under which benefits are provided to officers or employees of the Company, and any such terminations or amendments shall be effective as to the Executives.

Article 6

Termination of Employment

of McDonald's rules and policies as in effect from time to time; or (iii) the commission of any act or acts involving dishonesty, fraud, illegality or moral turpitude. For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered "willful", unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the CEO or an officer of the Company senior in rank to the Executive to whom the Executive reports or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the Board at a meeting of the Board called and held upon appropriate notice (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in this paragraph, and specifying the particulars thereof in detail.

(i) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as of the Effective Date, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action, provided that any change in status, duties and responsibilities resulting from a change in status from Executive Officer to Transition Officer pursuant to the provisions of this Plan shall not constitute Good Reason; or

(ii) the relocation of the Executive's principal place of employment to a location outside the greater Chicago metropolitan area.

Notwithstanding the foregoing, a Tier I Executive cannot terminate employment for Good Reason (i) if the Executive consented in writing to the occurrence of the event giving rise to the claim of Good Reason or (ii) unless the Executive shall have delivered a written notice to the Committee within 30 days of his having actual knowledge of the occurrence of such event stating that he intends to terminate his employment for Good Reason and specifying the factual basis for such termination, and such event is not cured within 30 days of the receipt of such notice.

Article 7

Obligations of the Company upon Termination

(i) the Company shall pay the following amounts (collectively, the "Termination Payment") to the Executive in a lump sum in cash within 60 days after the Date of Termination:

A. the Accrued Obligations (as defined below), and

B. the Severance Benefit (as defined below), and

C. the Welfare Benefit (as defined below); and

(ii) the Executive shall have the right to exercise the following categories of stock options as of his or her Date of Termination and for five years thereafter: (i) all options exercisable as of the Executive's Date of Termination, and (ii) all options that will become exercisable within

five years following the Executive's Date of Termination (collectively, the "Exercisable Options"), provided that in no event shall any option be exercised more than ten years after the date of grant.

For purposes of this Plan:

(a) "Accrued Obligations" shall mean the sum of (1) any unpaid base salary accrued through the Date of Termination unless previously deferred by the Executive pursuant to the terms of an employee benefit plan or arrangement maintained by the Company ("Accrued Salary"), (2) any unpaid annual bonus amounts in respect of any calendar year ended before the Date of Termination (computed by reference to the Target Percentage (as defined below)) ("Earned Bonus"), unless previously deferred by the Executive pursuant to the terms of an employee benefit plan or arrangement maintained by the Company, (3) the product of (x) any annual bonus in respect of any incomplete calendar year (computed by reference to the Target Percentage and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 ("Prorated Bonus"), and (4) any accrued vacation pay, in each case to the extent not previously paid;

(b) "Discount Rate" shall mean the interest rate equal to the Prime Rate as reported in The Wall Street Journal, Midwest Edition, as in effect on the Date of Termination;

(c) "Severance Benefit" means (x) in the case of a termination of employment which occurs prior to the commencement of the Transition Period, a lump sum payment equal to the aggregate of the amounts of the Annual Base Salary, the Annual Bonus and Continued Employment Period Salary which would have been receivable by the Executive if his or her Transition Period commenced on the Date of Termination and he or she had remained employed during the Transition Period and the Continued Employment Period, and (y) in the case of a termination of employment which occurs during the Transition Period or the Continued Employment Period, a lump sum payment equal to the aggregate of the amounts of the Annual Base Salary, the Annual Bonus and Continued Employment Period Salary which otherwise would have been receivable by the Executive if he or she had remained employed during the Transition Period and the Continued Employment Period; with the applicable amount being discounted from its scheduled payment date to the Date of Termination by reference to the Discount Rate,

(d) "Target Percentage" shall mean the target percentage which the Executive was eligible to receive under TIP on the day immediately preceding the Change-in-Status Date (or in the absence of a Change-In

Status Date, the day immediately preceding the Date of Termination) without any adjustment, but in no event lower than the Executive's highest target percentage in effect at any time between the Effective Date and the Change-in-Status Date (or in the absence of a Change-In-Status Date, the Date of Termination), provided that the target percentage shall be reduced to reflect any across-the-board reductions implemented by the Committee prior to the Change-in-Status Date (or in the absence of a Change-In-Status Date, the Date of Termination) which reductions affect Company officers generally; and

(e) "Welfare Benefit" shall mean a lump sum payment (in lieu of continued participation in the Benefit Plans) equal to an amount equal to the Company's estimated cost of providing the Benefit Plans to the Executive throughout the Transition Period and the Continued Employment Period (as reasonably determinable by the Committee in its sole discretion on the Date of Termination).

The term "Other Benefits" as utilized in this Section shall mean benefits equal to the benefits provided by the Company to the estates and beneficiaries of:

(i) other Executive Officers of the Company if the Executive dies during the Retention Period,

(ii) other officers of the Company who are non-Executive Officers if the Executive dies during the Transition Period, or

(iii) other staff employees of the Company if the Executive dies during the Continued Employment Period,

under such plans, programs, practices and policies relating to death benefits, if any, as in effect on the date of the Executive's death.

Executive, other than for payment of Accrued Salary, any Earned Bonus and payment or provision of Other Benefits (as defined in this Section 7.03). Such amounts shall be paid to the Executive in a lump sum in cash within 60 days of the Disability Effective Date unless deferred in accordance with the terms of an employee benefit plan or arrangement maintained by the Company. In the event of Disability, the Executive's unexercised stock options shall remain subject to the applicable provisions of the related stock option plans and applicable Golden M Certificates (or other applicable award agreements).

The term "Other Benefits" as utilized in this Section shall mean disability and other benefits equal to those generally provided by the Company to:

(i) disabled Executive Officers and/or their families if the Executive becomes disabled during the Retention Period,

(ii) disabled officers who are not Executive Officers and/or their families if the Executive becomes disabled during the Transition Period, or

(iii) disabled staff employees and/or their families if the Executive becomes disabled during the Continued Employment Period,

in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect on the Disability Effective Date.

Article 8

Requirement of Effective Releases;

Integration with Other Separation Benefits

(i) in the case of Transition Benefits, a Release with respect to the period ended on the Change-in-Status Date,

(ii) in the case of Continued Employment Benefits, a Release with respect to all periods ended on or before the last day of the Transition Period, and

(iii) in the case of the Termination Payment, a Release with respect to all periods ended on the Date of Termination.

Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act of 1993, the Illinois Human Rights Act, or any other state, Federal or local law prohibiting discrimination, and claims based on any other law, regulation, or common law, whether before any Federal, state or local agency, in any court of law or before any other forum.

Article 9

Requirement of Noncompetition Agreement

(a) Confidentiality. Each Executive's Noncompetition Agreement shall provide that:

(i) the Executive acknowledges that it is the policy of McDonald's to maintain as secret and confidential all valuable and unique tangible and intangible information and techniques acquired, developed or used by McDonald's relating to its business, operations, employees and customers, which gives McDonald's a competitive advantage in the businesses in which McDonald's is engaged ("Confidential Information").

(ii) the Executive recognizes that all such Confidential Information is the sole and exclusive property of McDonald's, and that disclosure of Confidential Information would cause significant damage to McDonald's; and

(iii) the Executive shall not, without the prior written consent of the Company, use, disclose, furnish or make accessible to any person, firm, corporation, partnership or other entity of any kind (collectively, "Person") any Confidential Information obtained during the Executive's employment with McDonald's at any time (including, without limitation, during or after the Retention Period, the Transition Period or the Continued Employment Period) for so long as such information is valuable and unique except (A) with the prior written consent of McDonald's in respect of such disclosure, (B) as required by the duties of the Executive's employment with McDonald's, (C) in connection with the Executive's good-faith enforcement of his or her rights under this Plan, or (D) if the Executive reasonably and in good faith believes that he or she is compelled by law or by a court or governmental agency by a proper proceeding; provided that the Executive, to the extent not prohibited from doing so by applicable law or court order, shall give the Company written notice of the Confidential Information to be so disclosed pursuant to clause (C) or (D) of this sentence as far in advance of its disclosure as is lawful and practicable, shall cooperate (at the Company's sole expense) with the Company in its efforts to protect the information from disclosure, and shall limit his or her disclosure of such Confidential Information to the minimum disclosure required by law or court order unless the Company agrees in writing to a greater level of disclosure.

(b) Noncompetition. Each Executive's Noncompetition Agreement will also provide that the Executive will not, at any time during the period specified in Section 9.02(c), directly or indirectly:

(i) in any capacity, engage or participate in, or become employed by or render advisory or consulting or other services in connection with any Prohibited Business (as defined in Section 9.03), provided that nothing in this Section 9.02(b) shall preclude an Executive from performing services on behalf of an investment banking or commercial banking, auditing or consulting firm so long as he or she is not engaged in rendering services to or soliciting business of a Prohibited Business;

(ii) make any financial investment, whether in the form of equity or debt, or own any interest, directly or indirectly, in any Prohibited Business, provided that nothing in this Section 9.02(b) shall restrict the Executive from owning, of record or beneficially, up to one percent of the outstanding voting securities of any publicly traded corporation; provided

that such investment does not create a conflict of interest between the Executive's duties hereunder and the Executive's interest in such investment;

(iii) employ any employee of McDonald's (with the exception of the Executive's administrative assistant) or any Person who was employed by the Company within 180 days of such hiring; or

(iv) interfere with McDonald's relationship with, or endeavor to entice away from McDonald's any employees (other than the Executive's administrative assistant), customers, vendors or suppliers, franchisees or business partners of the Company.

(c) Restrictive Period. The Noncompetition Agreement shall provide that the covenants described in Section 9.02(b) shall remain in effect (i) at all times during an Executive's Transition Period and Continued Employment Period and (ii) if the Executive's employment is terminated by the Company or by the Executive for any reason or for no reason during the Transition Period or the Continued Employment Period, for two years after the Date of Termination (but in no event after the end of the Continued Employment Period).

(i) in recognition of the confidential nature of the Confidential Information, and in recognition of the necessity of the limited restrictions imposed by the Noncompetition Agreement, it would be impossible to measure solely in money the damages which the Company would suffer if the Executive were to breach any of his obligations under such Agreement;

(ii) any breach of any such provisions of the Noncompetition Agreement would irreparably injure the Company;

(iii) if the Executive breaches any of the provisions of the Noncompetition Agreement, the Company shall be entitled, in addition to any other remedies to which the Company may be entitled under the Noncompetition Agreement or otherwise, to an injunction issued by a court of competent jurisdiction, to restrain any breach or threatened breach, of such provisions, and the Executive waives any right to assert

any claim or defense that the Company has an adequate remedy at law for any such breach.

(b) Effect on Other Benefits. Each Executive's Noncompetition Agreement shall also provide that, in the event of a breach by such Executive of the provisions of his or her Noncompetition Agreement excluding for this purpose an isolated, insubstantial and inadvertent action, the Company shall be entitled to (i) discontinue any and all payments and other benefits to which the Executive or his or her beneficiaries would otherwise be entitled pursuant to this Plan, (ii) terminate any and all unexercised stock options then held by the Executive or by any transferee of the Executive, (iii) require the Executive to repay to the Company the aggregate amount of cash payments received by the Executive from the Company pursuant to this Plan during the period commencing on the Executive's Change-in-Status Date and ending on the date on which the Company requests such repayment (the "Recovery Period") and (iv) require the Executive to pay to the Company (A) with respect to stock options that were not vested as of the Executive's Change-in-Status Date, the aggregate amount of gain recognized by the Executive during the Recovery Period as the result of the exercise by the Executive or by any transferee of the Executive of such stock options, and (B) with respect to stock options that were vested as of the Executive's Change-in-Status Date, an amount equal to the positive difference, if any, of (I) the aggregate amount of gain recognized by the Executive during the Recovery Period as the result of the exercise by the Executive or by any transferee of the Executive of such stock options ("Exercised Options"), minus
(II) the amount of gain that would have been recognized by the Executive had the Exercised Options been exercised as of the Executive's Change-in-Status Date.

Article 10

Legal Fees and Other Expenses

If an Executive incurs legal and other fees or other expenses in a good faith effort to obtain benefits under this Plan, regardless of whether the Executive ultimately prevails, the Company shall reimburse the Executive on a monthly basis upon the written request for such fees and expenses to the extent not reimbursed under the Company's officers and directors liability insurance policy, if any. The existence of any controlling case or regulatory law which is directly inconsistent with the position taken by the Executive shall be evidence that the Executive did not act in good faith.

Reimbursement of legal fees and expenses shall be made monthly upon the written submission of a request for reimbursement together with evidence that such fees and expenses are due and payable or were paid by the Executive. If the Company shall have reimbursed the Executive for legal fees and expenses and it is later determined that the Executive was not acting in good faith, all amounts paid on behalf of, or reimbursed to, the Executive shall be promptly refunded to the Company.

Article 11

Amendment and Termination of this Plan

This Plan shall be effective on the Effective Date and shall remain in effect until the later of (i) October 1, 2004, or (ii) a date that is two years after the date on which the Company gives written notice to all Executives of its intention to terminate the Plan. The Company has the right to amend this Plan in whole or in part at any time; provided that no amendment of this Plan shall be effective as to any Executive who is or may reasonably be expected to be materially adversely affected thereby (an "Affected Executive") until the later of (i) October 1, 2004, or (ii) a date that is two years after the date on which the Company gives written notice to all Affected Executives of its intention to adopt such amendment. Notwithstanding the foregoing, no Plan termination or amendment shall become effective during the Transition Period or Continued Employment Period as to any Affected Executive. Any purported Plan termination or amendment in violation of this Section 11 shall be void and of no effect. Notwithstanding the foregoing, any Executive may consent in writing to any amendment or termination of this Plan.

Article 12

Miscellaneous Provisions

Appendix A

Jack Greenberg
Jim Cantalupo

Claire Babrowski
Mike Conley
Alan Feldman
Jeff Kindler
Jim Skinner
Stan Stein

Tier I Executives: April 29, 1998
Tier II Executives: October 1, 1998

Exhibit 10(k)

Form of

McDonald's Corporation

Tier I

Change of Control Employment Agreement

(Authorized by the Board of Directors and expected to be entered into between the Company and certain key executives)

McDonald's Corporation

Tier I

Change of Control Employment Agreement

RECITALS

The Company has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued service of Executive. The Company also believes it is imperative to reduce the distraction of Executive that would result from the personal uncertainties caused by a pending or threatened change of control of the Company, to encourage Executive's full attention and dedication to the Company, and to provide Executive with compensation and benefits arrangements upon a change of control which ensure that the expectations of Executive will be satisfied and are competitive with those of similarly-situated corporations. This Agreement is intended to accomplish these objectives.

ARTICLE I.

CERTAIN DEFINITIONS

As used in this Agreement, the terms specified below shall have the following meanings:

(a) Executive's conviction of a felony or other crime involving fraud, dishonesty or moral turpitude, excluding Limited Vicarious Liability;

(b) Executive's willful or reckless material misconduct in the performance of Executive's duties;

(c) Executive's willful habitual neglect of material duties; or

(d) Executive's willful or intentional material breach of this Agreement;

provided, however, that for purposes of clauses (b), (c), and (d), Cause shall not include any one or more of the following:

(i) bad judgment or negligence;

(ii) any act or omission believed by Executive in good faith to have been in or not opposed to the interest of the Company (without intent of Executive

to gain, directly or indirectly, a profit to which Executive was not legally entitled);

(iii) any act or omission with respect to which a determination could properly have been made by the Board that Executive met the applicable standard of conduct for indemnification or reimbursement under the Company's by-laws, any applicable indemnification agreement, or applicable law, in each case in effect at the time of such act or omission; or

(iv) any act or omission with respect to which the Company gives Executive a Notice of Consideration more than six (6) months after the earliest date on which any member of the Board, not a party to the act or omission, knew or should have known of such act or omission; and

further provided that, if a breach of this Agreement involved an act, or a failure to act, which was done, or omitted to be done, by Executive in good faith and with a reasonable belief that Executive's act, or failure to act, was in the best interests of the Company or was required by applicable law or administrative regulation, such breach shall not constitute Cause if, within thirty (30) days after Executive is given written notice of such breach that specifically refers to this Section, Executive cures such breach to the fullest extent that it is curable.

(a) the acquisition by any Person of "beneficial ownership" (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 20% or more of either (A) the then-outstanding shares of Stock ("Outstanding Company Common Stock") or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that, for purposes of this
Section 1.16(a), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, or (4) any acquisition by any entity pursuant to a transaction that complies with Sections 1.16(c)(i), (ii) and (iii); or

(b) individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(c) consummation of a reorganization, merger, statutory share exchange of consolidation or similar corporate transaction involving the Company and/or any entity controlled by the Company, or a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any entity controlled by the Company (each, a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectfully, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(a) relates to one or more of the following:

(i) trade secrets of the Company or any customer or supplier of the Company;

(ii) existing or contemplated products, services, technology, designs, processes, formulae, algorithms, research or product developments of the Company or any customer or supplier of the Company;

(iii) business plans, sales or marketing methods, methods of doing business, customer lists, customer usages and/or requirements, supplier information of the Company or any customer or supplier of the Company; or

(iv) information obtained by the Company from a third party and which the Company is required to preserve as confidential pursuant to a confidentiality agreement, applicable law or court or administrative order;

(b) the Company or any customer or supplier of the Company may reasonably have the right to protect by patent, copyright or by keeping it secret and confidential; or

(c) otherwise offers the Company a competitive advantage in the relevant industry or in any other business in which the Company is engaged.

Confidential Information does not include any information that is or may become publicly known other than through the improper actions of Executive.

(a) any failure to pay Executive's Base Salary or Annual Bonus in violation of Section 2.2 or any failure to increase Executive's Base Salary to the extent, if any, required by such Section;

(b) any failure by the Company to comply with any provision of Article II;

(c) any material adverse change in Executive's position (including offices, titles, reporting requirements or responsibilities), authority, duties or other terms and conditions of Executive's employment;

(d) requiring Executive to be based at any office or location other than the location specified in Section 2.1(a);

(e) any material breach of this Agreement by the Company;

(f) any Termination of Employment by the Company that purports to be for Cause, but is not in full compliance with all of the substantive and procedural requirements of this Agreement (any such purported termination shall be treated as a Termination of Employment without Cause for all purposes of this Agreement);

(g) the failure at any time of a successor to the Company or a Parent Corporation of a successor to the Company explicitly to assume and agree to be bound by this Agreement; or

(h) a Termination of Employment by Executive for any reason or no reason at any time during the 30-day period commencing on the first anniversary of the Effective Date.

Notwithstanding the foregoing, in the case of the events or circumstances constituting Good Reason described in (a) through (e), above, Executive may terminate for Good Reason only if the Company fails to cure such events or circumstances within thirty (30) days after receiving written notice from Executive of Executive's intent to terminate for Good Reason. No such written notice or opportunity to cure must be provided by Executive if Executive terminates for Good Reason as provided in (f) through (h), above, or in the event that the Company has caused repeated events or circumstances described in
(a) through (e), above, or if the Company's

action(s) and/or omission(s) entitling Executive to terminate for Good Reason were either intentional or willful.

Article IV hereof), as applicable, occurs, an amount equal to the product of Executive's Target Annual Bonus (determined as of the Effective Date or Termination Date, as applicable) multiplied by a fraction, the numerator of which equals the number of days from and including the first day of such fiscal year through and including the Effective Date or the Termination Date, as applicable, and the denominator of which equals 365.

(a) if Executive's employment is terminated by reason of death or Disability, the Termination Date shall be the date of Executive's death or the Disability Effective Date (as defined in Section 3.1), as applicable; and

(b) if no Notice of Termination is given, the Termination Date shall be the last date on which Executive is employed by the Company.

ARTICLE II.

POST-CHANGE EMPLOYMENT PERIOD

(a) During the Post-Change Employment Period, Executive's position (including offices, titles, reporting requirements and responsibilities), authority and duties shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately before the Effective Date and Executive's services shall be performed at the location where Executive was employed immediately before the Effective Date or any other location no more than 30 miles from such former location.

(b) During the Post-Change Employment Period (other than any periods of vacation, sick leave or disability to which Executive is entitled), Executive agrees to devote Executive's full attention and time to the business and affairs of the Company and, to the extent necessary to discharge the duties assigned to Executive in accordance with this Agreement, to use Executive's best efforts to perform such duties. During the Post-Change Employment Period, Executive may (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as such activities are consistent with the Policies of the Company at the Effective Date and do not significantly interfere with the performance of Executive's duties under this Agreement. To the extent that any such activities have been conducted by Executive immediately prior to the Effective Date and were consistent with the Policies of the Company at the Effective Date, the continued conduct of such activities (or activities similar in nature and scope) after the Effective Date shall not be deemed to interfere with the performance of Executive's duties under this Agreement.

annually and shall be increased at any time and from time to time as shall be substantially consistent with increases in base salary awarded to other peer executives of the Company. Any increase in Base Salary shall not limit or reduce any other obligation of the Company to Executive under this Agreement. After any such increase, the Base Salary shall not be reduced and the term "Base Salary" shall thereafter refer to the increased amount.

ARTICLE III.

TERMINATION OF EMPLOYMENT

(a) During the Post-Change Employment Period, the Company may terminate Executive's employment for Cause solely in accordance with all of the substantive and procedural provisions of this Section.

(b) The Company shall strictly observe each of the following procedures in connection with any Termination of Employment for Cause:

(i) The issue of determining whether Executive's acts or omissions satisfy the definition of "Cause" as set forth in
Section 1.15 and, if so, whether to terminate Executive's employment for Cause shall be raised and discussed at a meeting of the Board.

(iii) Executive shall have the opportunity to appear before the Board at such meeting in person and, at Executive's option, with legal counsel, and to present to the Board a written and/or oral response to the Notice of Consideration.

(iv) Executive's employment may be terminated for Cause only if (x) the acts or omissions specified in the Notice of Consideration did in fact occur and do constitute Cause, (y) the Board makes a specific determination to such effect and to the effect that Executive's employment should be terminated for Cause, and (z) the Company thereafter provides Executive with a Notice of Termination which specifies in specific detail the basis of such Termination of Employment for Cause and which Notice shall be based upon one or more of the acts or omissions set forth in the Notice of Consideration. The Board's determination specified in clause (y) of the preceding sentence shall require the affirmative vote of at least 75% of the members of the Board.

(v) In the event that the issue of whether Executive was properly terminated for Cause becomes a disputed issue in any action or proceeding between

the Company and Executive, the Company shall, notwithstanding the determination referenced in clause (iv) of this Section 3.3(b), have the burden of establishing by clear and convincing evidence that the actions or omissions specified in the Notice of Termination did in fact occur, do constitute Cause, were the basis for Executive's termination and that the Company has, in each and every respect, satisfied the procedural requirements of this Section 3.3(b).

(a) During the Post-Change Employment Period, Executive may terminate his or her employment for Good Reason in accordance with the substantive and procedural provisions of this Section.

(b) In the event Executive determines there is Good Reason to terminate, Executive shall notify the Company of the events constituting such Good Reason by a Notice of Termination. A delay in the delivery of such Notice of Termination or a failure by Executive to include in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason shall not waive any right of Executive under this Agreement or preclude Executive from asserting such fact or circumstance in enforcing rights under this Agreement; provided, that no act or omission by the Company shall qualify as Good Reason if Executive's Termination of Employment occurs more than 12 months after Executive first obtains actual knowledge of such act or omission.

(c) If the Termination Date occurs during any portion of a Post-Change Employment Period, any reasonable determination by Executive that any of the events specified in the definition of Good Reason in Section 1.33 above, has occurred and constitutes Good Reason shall be conclusive and binding for all purposes, unless the Company establishes by clear and convincing evidence that Executive did not have any reasonable basis for such determination.

(d) In the event that the Company conceals any act or omission by the Company that occurs during the Post-Change Employment Period and qualifies as Good Reason, any subsequent Termination of Employment (whether by the Company or by Executive and regardless of the circumstances of such termination) that occurs at any time after such act or omission shall conclusively be deemed to be a Termination of Employment by Executive for Good Reason, notwithstanding any provision of this Agreement to the contrary.

ARTICLE IV.

COMPANY'S OBLIGATIONS UPON A TERMINATION OF EMPLOYMENT

(a) The Company shall pay Executive, in addition to all vested rights arising from Executive's employment as specified in Article II, a lump-sum cash amount equal to the sum of the following:

(i) all Accrued Obligations;

(ii) Executive's Pro-Rata Annual Bonus reduced (but not below zero) by the amount of any Annual Bonus paid to Executive, with respect to the Company's fiscal year in which the Termination Date occurs;

(iii) an amount equal to:

(A) the number of years in the Severance Period times the sum of:

(I) Base Salary,

(II) the Target Annual Bonus, and

(III) Employer Defined Contribution Plan Contribution;

each determined as of the Termination Date, provided, however, that any reduction in Executive's Base Salary or Target Annual Bonus that would qualify as Good Reason shall be disregarded for purposes of this clause.

Such lump-sum amount shall be paid no more than thirty (30) days after the later of the Termination Date or the date on which Executive delivers an executed Non-Competition and Release Agreement to the Company.

(b) Until a number of years subsequent to the Termination Date equal to the length of the Severance Period or such later date as any Plan may specify, the Company shall continue to provide to Executive and Executive's family with medical and life insurance benefits which are at least as favorable as the most favorable Plans of the Company applicable to other peer executives and their families as of the Termination Date, but which are in no event less favorable than the most favorable Plans of the Company applicable to other peer executives and their families during the 12-month period imme-

diately before the Effective Date. The cost of such medical and life insurance benefits to Executive shall not exceed the cost of such benefits to Executive immediately before the Termination Date or, if less, the Effective Date. Executive's rights under this Section shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights Executive may have pursuant to applicable law, including continuation coverage required by Section 4980 of the Code. Notwithstanding any of the above, such medical benefits shall be secondary to any similar medical benefits provided by Executive's subsequent employer.

(c) Until a number of years subsequent to the Termination Date equal to the length of the Severance Period or such later date as any Plan may specify, the Company shall continue to provide Executive with fringe and other benefits which are at least as favorable as the most favorable Plans of the Company applicable to other peer executives as of the Termination Date, but which are in no event less favorable than the most favorable Plans of the Company applicable to other peer executives during the 12-month period immediately before the Effective Date. Notwithstanding the foregoing, in the case of an Executive who is receiving benefits under the Company's short-term disability plan as of the Termination Date, the Company must provide actual long term disability benefits or a cash amount equal to the amount of benefits that Executive would have received under such benefit plans.

(d) For purposes of determining Executive's eligibility under the Company's Post-Retirement Medical Plan or any other plan or arrangement providing retiree medical benefits, Executive shall be credited with a length of service that includes both the period of Executive's actual service and Executive's Severance Period. Executive shall also be treated for purposes of the Company's Post-Retirement Medical Plan as having already attained the age that Executive will attain upon the conclusion of Executive's Severance Period.

(e) If Executive has a Termination of Employment and has completed at least eight (8) years of service towards his entitlement to paid sabbatical leave under the Company's policies concerning sabbatical leave (and has not yet taken such sabbatical leave), Executive shall receive an additional amount, in a lump sum payment, equal to eight (8) weeks of Executive's Base Salary.

(f) If Executive is a participant in the Executive Retention Plan the Executive will have the right to receive severance benefits under either the Executive Retention Plan or this Agreement. Executive's election to receive benefits under one arrangement will be a waiver of entitlement to benefits under the other.

If Executive has a Termination of Employment that would entitle Executive to benefits under this Section 4.1 but Executive fails to deliver an executed Non-Competition and Release Agreement to the Company (or having delivered an executed Non-Competition and Release Agreement rescinds such agreement during the rescission period set forth in the Non-Competition and Release Agreement), the Company's sole obligation to Executive under Articles II and IV shall be to pay Executive a lump-sum cash amount equal to all Accrued Obligations determined as of the Termination Date.

(a) to pay Executive a lump-sum cash amount equal to all Accrued Obligations determined as of the Termination Date; and

(b) to provide Executive disability and other benefits after the Termination Date that are not less than the most favorable of such benefits then available under Plans of the Company to disabled peer executives of the Company or, if more favorable, those such benefits provided by the Company at any time during the 12-month period immediately preceding the Effective Date.

(a) to pay Executive's estate or Beneficiary a lump-sum cash amount equal to all Accrued Obligations; and

(b) to provide Executive's estate or Beneficiary survivor and other benefits that are not less than the most favorable survivor and other benefits then available under Plans of the Company to the estates or the surviving families of peer executives of the Company or, if more favorable, those such benefits provided by the Company at any time during the 12-month period immediately preceding the Effective Date.

ARTICLE V.

CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY

(i) the amount of such Excise Taxes

multiplied by

(ii) the Gross-up Multiple (as defined in Section 5.4).

The Gross-up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. For all purposes of this Article V, Executive shall be deemed to be subject to the highest effective marginal rate of Taxes.

The Executive or the Company may at any time request the preparation and delivery to the Executive of a Certificate. The Company shall, in addition to complying with Section 5.2, cause all determinations and certifications under the Article to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basis.

(c) For purposes of this Agreement:

(b) If the Executive does not make a request for, and the Company does not deliver to the Executive, a Certificate, the Company shall be deemed to have determined that no Gross-up Payment is due; provided that the absence of such request by Executive or the Certificate by the Company shall not preclude Executive from making such request at any future date.

(a) the sum of (1) such additional Excise Taxes, and (2) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Section 5.1

multiplied by

(b) the Gross-up Multiple.

(a) give the Company any information that it reasonably requests relating to such claim;

(b) take such action in connection with contesting such claim as the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;

(c) cooperate with the Company in good faith to contest such claim; and

(d) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or Taxes, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of Taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall in Executive's discretion be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

ARTICLE VI.

EXPENSES AND INTEREST

(a) If Executive incurs legal fees or other expenses (including expert witness and accounting fees) on or after the Effective Date, in an effort to enforce this Agreement, or to secure, preserve, establish entitlement to, or obtain benefits under this Agreement (including the fees and other expenses of Executive's legal counsel in connec-

tion with the delivery of an Executive Counsel Opinion), the Company shall, regardless of the outcome of such effort, reimburse Executive on a current basis (in accordance with Section 6.1(b)) for such reasonable fees and expenses, and shall also pay Executive an additional payment such that, after payment of all Taxes and Excise Taxes on such amount, there remains a balance sufficient to pay all such fees and other expenses.

(b) Reimbursement of legal fees and expenses and Gross-up Payments shall be made monthly within ten (10) days after Executive's written submission of a request for reimbursement together with evidence that such fees and expenses were incurred.

(c) If Executive does not prevail (after exhaustion of all available judicial remedies) in respect of a claim by Executive or by the Company hereunder, and the Company establishes before a court of competent jurisdiction, by clear and convincing evidence, that Executive had no reasonable basis for his claim hereunder, or for his response to the Company's claim hereunder, or acted in bad faith, no further reimbursement for legal fees and expenses shall be due to Executive in respect of such claim and Executive shall refund any amounts previously reimbursed hereunder with respect to such claim.

(d) If there is a dispute between the Executive and the Company as to Executive's rights to reimbursement of legal or other fees and expenses under this Agreement or the amount of such reimbursement, any amount of reimbursement requested by Executive and accompanied by legal opinion of nationally recognized executive compensation counsel that such amount should be paid under the Agreement shall be final, binding and controlling on the Company unless and to the extent the Company establishes otherwise by clear and convincing evidence.

ARTICLE VII.

NO SET-OFF OR MITIGATION

following termination. Except as specifically otherwise provided in this Agreement, all amounts payable pursuant to this Agreement shall be paid without reduction regardless of any amounts of salary, compensation or other amounts which may be paid or payable to Executive as the result of Executive's employment by another employer or self-employment.

ARTICLE VIII.

CONFIDENTIALITY

(a) Executive acknowledges that it is the policy of the Company to maintain as secret and confidential all Confidential Information, and that Confidential Information has been and will be developed at substantial cost and effort to the Company. Executive acknowledges that he will have access to Confidential Information with respect to the Company which information is a valuable and unique asset of the Company and that disclosure of such Confidential Information would cause irreparable damage to the Company's business and operations.

(c) Both during Executive's employment by the Company and at any time after the Termination Date, Executive:

(i) shall not, directly or indirectly, divulge, furnish or make accessible to any Person, except:

(A) to the extent Executive reasonably and in good faith believes that such actions are related to, and required by, Executive's performance of his duties under this Agreement; or

(B) as may be compelled by applicable law or administrative regulation; provided that Executive, to the extent not prohibited from doing so by applicable law or administrative regulation, shall give the Company written notice of the information to be so disclosed pursuant to clause (B) of this sentence as far in advance of its disclosure as is practicable, shall cooperate with the Company in its efforts to protect the information from disclosure, and shall limit Executive's disclosure of such information to the minimum disclosure required by law or administrative regulation (unless the Company agrees in writing to a greater level of disclosure);

(ii) shall not use for his own benefit in any manner, any Confidential Information;

(iii) shall not cause any such Confidential Information to become publicly known; and

(iv) shall take all reasonable steps to safeguard such Confidential Information and to protect it against disclosure, misuse, loss and theft.

(d) For purposes of this Agreement, Confidential Information represents trade secrets subject to protection under the Uniform Trade Secrets Act, or to any comparable protection afforded by other applicable laws.

(a) Executive acknowledges that the covenants contained in Section 8.1 are reasonable in the scope of the activities restricted, and that such covenants are reasonably necessary to protect the Company's legitimate interests in its Confidential Information. Executive further acknowledges such covenants are essential elements of this Agreement and that, but for such covenants, the Company would not have entered into this Agreement.

(b) The Company and Executive have each consulted with their respective legal counsel and have been advised concerning the reasonableness and propriety of such covenants.

(a) In recognition of the confidential nature of the Confidential Information, and in recognition of the necessity of the limited restrictions imposed by Section 8.1, the parties agree that it would be impossible to measure solely in money the damages which the Company would suffer if Executive were to breach any of his obligations under such Sections. Executive acknowledges that any breach of any provision of such Section

would irreparably injure the Company. Accordingly, Executive agrees that if he breaches any of the provisions of such Section, the Company shall be entitled, in addition to any other remedies to which the Company may be entitled under this Agreement or otherwise, to an injunction to be issued by a court of competent jurisdiction, to restrain any breach, or threatened breach, of such provisions, and Executive hereby waives any right to assert any claim or defense that the Company has an adequate remedy at law for any such breach.

(b) If a court determines that any of the covenants included in this Article VIII is unenforceable in whole or in part, such court shall have the power to modify the provision, as necessary, so as to cause such covenant as so modified to be enforceable.

(c) All of the provisions of this Article VIII shall survive any Termination of Employment without regard to (i) the reasons for such termination, or (ii) the expiration of the Agreement Term.

8.4 If Executive breaches the restrictive covenants contained in this Article VIII, such violation shall be remedied as provided herein, but shall not affect the Company's obligation to pay benefits or otherwise fulfill its obligations under this Agreement except and to the extent that such violation is the basis for Executive's Termination with Cause.

ARTICLE IX.

NON-EXCLUSIVITY OF RIGHTS

Agreement, such termination shall also be treated as a termination without cause for purposes of the Executive Retention Plan, thus permitting Executive to elect to receive severance benefits under either the Executive Retention Plan for a termination without cause or under this Agreement for a termination for Good Reason. If Executive elects to receive such severance benefits under the Executive Retention Plan, the golden parachute Excise Tax gross-up provisions in Article V of this Agreement shall apply to provide gross-up protection to Executive under the Executive Retention Plan.

ARTICLE X.
MISCELLANEOUS

If to Executive:

at Executive's most recent home address on file
with the Company.

If to the Company:

McDonald's Corporation
One McDonald's Plaza
Oak Brook, IL 60523
Attention: General Counsel

or to such other address as either party shall have furnished to the other in writing. Notice and communications shall be effective when actually received by the addressee.

IN WITNESS WHEREOF, Executive and the Company have executed this Change of Control Employment Agreement as of the date first above written.

EXECUTIVE

McDONALD'S CORPORATION

By: ___________________________

Title: ________________________

ANNEX A

FORM OF

WHEREAS, the Company and the Executive have previously entered into a Change-of-Control Supplement and Amendment to Employment Agreement, dated as of _________________, 200_ ("Change of Control Agreement");

NOW THEREFORE, in consideration for receiving benefits and severance under
Section 4.1 of the Change of Control Agreement and in consideration of the representations, covenants and mutual promises set forth in this Agreement, the parties agree as follows:

(a) Executive acknowledges that it is the policy of the Company to maintain as secret and confidential all Confidential Information, and that Confidential Information has been and will be developed at substantial cost and effort to the Company. Executive acknowledges that he will have access to Confidential Information with respect to the Company which information is a valuable and unique asset of the Company and that disclosure of such Confidential Information would cause irreparable damage to the Company's business and operations.

(c) Both during Executive's employment by the Company and at any time after the Termination Date, Executive:

(i) shall not, directly or indirectly, divulge, furnish or make accessible to any Person confidential information, except:

(A) to the extent Executive reasonably and in good faith believes that such actions are related to, and required by, Executive's performance of his duties under this Agreement; or

(B) as may be compelled by applicable law or administrative regulation; provided that Executive, to the extent not prohibited from doing so by applicable law or administrative regulation, shall give the Company written notice of the information to be so disclosed pursuant to clause (B) of this sentence as far in advance of its disclosure as is practicable, shall cooperate with the Company in its efforts to protect the information from disclosure, and shall limit Executive's disclosure of such information to the minimum disclosure required by law or administrative regulation (unless the Company agrees in writing to a greater level of disclosure);

(ii) shall not use for his own benefit in any manner, any Confidential Information;

(iii) shall not cause any such Confidential Information to become publicly known; and

(iv) shall take all reasonable steps to safeguard such Confidential Information and to protect it against disclosure, misuse, loss and theft.

(d) For purposes of this Agreement, Confidential Information represents trade secrets subject to protection under the Uniform Trade Secrets Act, or to any comparable protection afforded by other applicable laws.

(a) other than in connection with the good-faith performance of his duties as an officer of the Company, encourage any employee of the Company and/or its Subsidiaries to terminate his or her relationship with the Company and/or its Subsidiaries;

(b) solicit the employment or engagement as a consultant or adviser, of any employee of the Company and/or its Subsidiaries (other than by the Company or its Subsidiaries), or cause or encourage any Person to do any of the foregoing;

(c) establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee of the Company and/or its Subsidiaries; or

(d) interfere with the relationship of the Company and/or its Subsidiaries with, or endeavor to entice away from the Company and/or its Subsidiaries, any Person who or which at any time (whether before or after Executive's Termination Date) was or is an employee, customer, vendor or supplier of, or maintained a business relationship (whether as a franchisee or otherwise) with, the Company and/or its Subsidiaries.

(i) directly or indirectly, in any capacity, engage or participate in, or become employed by or render advisory or consulting services in connection with any Prohibited Business, provided that nothing in this clause (i) shall preclude Executive from performing services on behalf of an investment banking or commercial banking, auditing or consulting firm so long as he or she is not engaged in rendering services to or soliciting business of a Prohibited Business; or

(ii) make any financial investment, whether in the form of equity or debt, or own any interest, directly or indirectly, in any Prohibited Business, provided that nothing in this clause (ii) shall restrict Executive from making any investment not in excess of 5% of the Common Stock in any company whose stock is listed on a national securities exchange or actively traded in the over-the-counter market if such investment does not give Executive the right or ability to control or influence the policy decisions of any Prohibited Business.

For purposes of this Section "Prohibited Business" shall mean any Person and any branches, offices or operations thereof, which is a direct and material competitor of the Company or any of its Subsidiaries in any country of the world or in any state of the United States, which is one of the ten (10) or fewer Persons designated as a Prohibited Business on Exhibit 1 to this Agreement at the time this Agreement is executed.

(a) Executive acknowledges that the covenants contained in Sections 4, 5 and 6 are reasonable in the scope of the activities restricted, the geographic area covered by the restrictions, and the duration of the restrictions, and that such covenants are reasonably necessary to protect the Company's legitimate interests in its Confidential Information and in its relationships with its employees, customers and suppliers. Executive further acknowledges such covenants are essential elements of this Agreement and that, but for such covenants, the Company would not have entered into this Agreement.

(b) The Company and Executive have each consulted with their respective legal counsel and have been advised concerning the reasonableness and propriety of such covenants.

(a) In recognition of the confidential nature of the Confidential Information, and in recognition of the necessity of the limited restrictions imposed by Sections 4, 5 and 6, the parties agree that it would be impossible to measure solely in money the damages which the Company would suffer if Executive were to breach any of his obligations under such Sections. Executive acknowledges that any breach of any provision of such Sections would irreparably injure the Company. Accordingly, Executive agrees that if he breaches any of the provisions of such Sections, the Company shall be entitled, in addi-

tion to any other remedies to which the Company may be entitled under this Agreement or otherwise, to an injunction to be issued by a court of competent jurisdiction, to restrain any breach, or threatened breach, of such provisions, and Executive hereby waives any right to assert any claim or defense that the Company has an adequate remedy at law for any such breach.

(b) If a court determines that any of the covenants included in Sections 4, 5 and 6 is unenforceable in whole or in part because of such covenant's duration or geographical or other scope, such court shall have the power to modify the duration or scope of such provision, as the case may be, so as to cause such covenant as so modified to be enforceable.

(c) All of the provisions of Sections 4, 5 and 6 shall survive any Termination of Employment without regard to (i) the reasons for such termination or (ii) the expiration of the Agreement Term.

9. If Executive breaches the restrictive covenants contained in Sections 4, 5 and 6, such violation shall be remedied as provided herein, but shall not affect the Company's obligation to pay benefits or otherwise fulfill its obligations under this Agreement except and to the extent that such violation is the basis for Executive's Termination with Cause.

(i) Executive received a copy of this Agreement on ____________, 200_.

(ii) Executive has read this Agreement, and understands its legal and binding effect. Executive is acting voluntarily and of Executive's own free will in executing this Agreement.

(iii) Executive has been advised to seek and has had the opportunity to seek legal counsel in connection with this Agreement.

(iv) Executive was given [21/45] days (the "Consideration Period") to consider the terms of this Agreement before signing it.

(v) If Executive does not deliver a signed copy of this Agreement to the Company on or before the last day of the Consideration Period, this Agreement shall be void and Executive will not receive the benefits described in Section 4.1 of the Change of Control Agreement.

Executive understands that, if Executive timely signs this Agreement and delivers it to the Company, Executive may rescind this Agreement at any time within seven (7) days

after signing it by delivering a written notice to the Company. Executive understands that this Agreement will not be effective until after the seven-day rescission period has expired.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates specified below.

EXECUTIVE

McDONALD'S CORPORATION

By:____________________________________
Title:_________________________________
DATE: ______________

ANNEX B

FORM OF

EXHIBIT 1 TO NON-COMPETITION AND RELEASE AGREEMENT

Exhibit 10(l)

The following is a written description of an oral arrangement entered into on March 21, 2002 with a Named Executive Officer.

"Following a thorough annual review of the Company's leadership team and the many initiatives that are in place to grow the business and increase shareholder value, the Board of Directors has asked Jack M. Greenberg to commit to continuing as McDonald's Chief Executive Officer for at least three more years and he agreed to do so."