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                                                                   Exhibit 10(h)

                           EXECUTIVE RETENTION PLAN
                           ------------------------
                   (as amended and restated March 20, 2001)

          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 effective March
20, 2001.

                                   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

          2.01 The Committee. The Compensation Committee of the Board of
               -------------
Directors of the Company, as constituted from time to time (the "Committee"),
shall have overall responsibility for the establishment, amendment,
administration and operation of the Plan. The Committee may elect to delegate
certain of such responsibilities to one or more of its members and, in such
case, all references in this Plan to the "Committee" shall include a reference
to one or more of the Committee members to whom any such responsibilities have
been delegated. This Plan shall be administered in a uniform and
nondiscriminatory manner by the Committee, which shall have the responsibilities
and duties and powers under this Plan which are not specifically delegated to
anyone else, including the following powers:

          (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;

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          (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.

          2.02 The Plan Administrator. The Committee may appoint a Plan
               ----------------------
Administrator who may (but need not) be a member of the Committee, and in the
absence of such appointment, the Committee shall be the Plan Administrator. The
Plan Administrator shall perform the administrative responsibilities delegated
to the Plan Administrator from time to time by the Committee.

          2.03 Discretionary Power of the Committee. The Committee from time to
               ------------------------------------
time may establish rules for the administration of this Plan. The Committee
shall have the sole discretion to make decisions and take any action with
respect to questions arising in connection with this Plan, including the
construction and interpretation of this Plan and the determination of
eligibility for and the amount of benefits under this Plan. The decisions or
actions of the Committee as to any questions arising in connection with this
Plan, including the construction and interpretation of this Plan, shall be final
and binding upon all Executives and their respective beneficiaries.

          2.04 Action of the Committee. The Committee may act at a meeting,
               -----------------------
including a telephonic meeting, by the consent of a majority of the members of
the Committee at the time in office, or without a meeting, by the unanimous
written consent of the individual members of the Committee. An executed document
signed by an individual member of the Committee and transmitted by facsimile
shall be valid as the original signed document for all purposes. Any person
dealing with the Committee shall be entitled to rely upon a certificate of any
member of the Committee, or the Secretary or any Assistant Secretary of the
Company, as to any act or determination of the Committee.

          2.05 Advisors and Agents of the Committee. The Committee may, subject
               ------------------------------------
to periodic review, (a) authorize one or more of its members or an agent to
execute or deliver any instrument, and make any payment on its behalf and (b)
utilize the services of associates and engage accountants, agents, legal
counsel, record keepers, professional consultants (any of whom may also be
serving the Company) or authorized Company personnel to assist in the
administration of this Plan or to render advice with regard to any
responsibility or issue arising under this Plan.

          2.06 Records and Reports of the Committee. The Committee shall
               ------------------------------------
maintain records and accounts relating to the administration of this Plan. An
Executive shall be entitled to review any records relating to his or her
individual participation in the Plan and to make copies of such records upon
written request to the Committee.

          2.07 Liability of the Committee; Indemnification. The members of the
               -------------------------------------------
Committee and the Plan Administrator shall have no liability with respect to any
action or

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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.

          2.08 Plan Expenses. Expenses relating to this Plan prior to its
               -------------
termination shall be paid from the general assets of the Company. To the extent
required by applicable law, the Company may require any member of the Committee
to furnish a fidelity bond satisfactory to the Company.

          2.09 Service in More than One Capacity. Any person or group of persons
               ---------------------------------
may serve this Plan in more than one capacity.

          2.10 Named Fiduciary. The named fiduciary of this Plan shall be the
               ---------------
Committee.

          2.11 Delegation of Responsibility. The Committee shall have the
               ----------------------------
authority to delegate from time to time, in writing, all or any part of its
responsibilities under this Plan to a member of the Committee. The Committee may
also delegate administrative functions to the Plan Administrator pursuant to
Section 2.02. The Committee may in the same manner revise or revoke any such
delegation of responsibility. Any action of the delegate in the exercise of such
delegated responsibilities shall have the same force and effect for all purposes
hereunder as if such action had been taken by the Committee. The Committee shall
not be liable for any acts or omissions of any such delegate. The delegate shall
periodically report to the Committee concerning the discharge of the delegated
responsibilities.

          2.12 Allocations of Responsibility. The Committee shall have the
               -----------------------------
authority to allocate from time to time, in writing, all or any part of its
responsibilities under this Plan to one or more of its members as it may deem
advisable, and in the same manner to revoke such allocation of responsibilities.
Any action of the member to whom responsibilities are allocated in the exercise
of such allocated responsibilities shall have the same force and effect for all
purposes hereunder as if such action had been taken by the allocating authority.
The Committee shall not be liable for any acts or omissions of such member. The
member to whom responsibilities have been allocated shall periodically report to
the Committee concerning the discharge of the allocated responsibilities.

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          2.13 Filing a Claim. Each individual eligible for benefits under this
               --------------
Plan ("Claimant") may submit a claim for benefits ("Claim") to the Plan
Administrator in writing on a form provided or approved by the Plan
Administrator or, if no such form has been so provided or approved, on any form
that specifies, in reasonable detail, facts and circumstances and the applicable
Plan provisions which the Claimant believes entitle him or her to compensation
or benefits under this Plan. A Claimant shall have no right to seek review of a
denial of benefits, or to bring any action in any court to enforce a Claim,
prior to his filing a Claim and exhausting his or her rights to review under
this Article 2.

          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.

          2.14 Review of Claim Denial. If a Claim is denied, in whole or in
               ----------------------
part, the Claimant shall have the right to (a) request a review of the denial by
the Committee or its delegate, (b) review pertinent documents (c) submit issues
and comments in writing to the Committee and (d) appear before the Committee in
person to present such issues and comments; provided that the Claimant files a
written request for review with the Committee within 60 days after the
Claimant's receipt of written notice of the denial. Within 60 days after the
Committee receives a request for review, the review shall be made and the
Claimant shall be advised in writing of the decision on review, unless special
circumstances require an extension of time for such review, in which case the
Claimant shall be given a written notice within such initial 60-day period
specifying the reasons for the extension and when such review shall be
completed; provided that such review shall be completed within 120 days after
the filing of the request for review. The Committee's decision on review shall
be sent to the Claimant in writing and shall include (a) specific reasons for
the decision and (b) references to Plan provisions upon which the decision is
based. A decision on review shall be binding on all persons for all purposes.

          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.

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                                   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

          4.01 Election to Become a Transition Officer. Upon an Executive's
               ---------------------------------------
completion of his or her Retention Period, such Executive may elect by written
notice (accompanied by a fully executed Release (as described in Section
8.01(i)) and Noncompetition Agreement (as defined in Section 9.01) (such notice,
Release and Noncompetition Agreement collectively referred to herein as the
"Transition Documents") to the Committee to become an officer of the Company who
is not an Executive Officer (such non-Executive Officer, a "Transition Officer),
provided that, in the case of a Tier II Executive (i) a successor has been
selected by the Company and has been approved by the Chief Executive Officer of
the Company (the "CEO") in such CEO's sole discretion, or (ii) such Tier II
Executive has attained age 62. Such election shall become effective upon the
Change-in-Status Date (as defined below) and the Executive shall thereafter
serve as a Transition Officer during a number of months (the "Transition
Period") equal to the lesser of (i) the number of the Executive's Years of
Service (as defined below), or (ii) 18 months. During the Transition Period, an
Executive's employment shall be on an at-will basis and subject to the
termination provisions set forth in Articles 6 and 7.

          For purposes of this Plan:

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               (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").

          4.02 Transition Benefits. (a) Base Salary. During the Transition
               -------------------
Period, the Company shall pay an Executive a base salary at the annualized rate
in effect on the day immediately preceding the Change-in-Status Date but in no
event lower than the highest base salary in effect at any time between the
Effective Date and the Change-in-Status Date, provided that the base salary
payable under this Section 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 (the "Annual Base Salary"). The
Annual Base Salary shall also be reduced to the extent that the Executive elects
to defer or reduce such salary under the terms of any deferred compensation plan
or other employee benefit plan or arrangement maintained or established by the
Company.

               (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

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<PAGE>

               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.

                                       7
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          4.03 Time Devoted to Duties During Transition Period. During the
               -----------------------------------------------
Transition Period, an Executive shall devote substantially all of his or her
normal business time and efforts to the business of the Company, its
subsidiaries and its affiliates, the amount of such time to be sufficient to
permit him or her to diligently and faithfully serve and endeavor to further its
interests to the best of his or her ability. Subject to the foregoing, an
Executive may participate in various civic and philanthropic activities, may
serve on boards of directors and committees of not-for-profit organizations of
the Executive's choice, and, consistent with the policies of the Company, may
serve as a non-employee director of one or more corporations (unless the
Committee concludes that such service would be inappropriate or not in the best
interests of the Company).

                                   Article 5

                          Continued Employment Period

          5.01 Employee Status. Following the Transition Period, the Executive
               ---------------
will become a staff employee of the Company for a five year "Continued
Employment Period", provided that the Executive complies with the Noncompetition
Agreement at all times during the term of the Continued Employment Period. As a
condition to receiving the Continued Employment Benefits (defined in Section
5.02), the Executive shall have executed and delivered to the Committee the
Release described in Section 8.01(ii). During the Continued Employment Period,
an Executive's employment shall be on an at-will basis and subject to the
termination provisions set forth in Articles 6 and 7.

          5.02 Continued Employment Benefits. (a) Base Salary. During the
               -----------------------------
Continued Employment Period, the Company shall pay the Executive a base salary
for each year equal to twenty-five percent (25%) of his or her Annual Base
Salary (fifty percent (50%) in the case of Jack M. Greenberg, and thirty-five
percent (35%) in the case of James R. Cantalupo) (the "Continued Employment
Period Salary"), provided, however, that the Continued Employment Period Salary
shall be reduced to the extent that the Executive elects to defer or reduce such
salary under the terms of any employee benefit plan or arrangement maintained or
established by the Company.

               (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.

                                       8
<PAGE>

               (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.

          5.03 Time Devoted to Duties During Continued Employment Period. During
               ---------------------------------------------------------
the Continued Employment Period, an Executive shall devote such time to the
business of the Company as may be reasonably requested by the Company from time
to time, which requests shall be commensurate with the compensation the
Executive is receiving hereunder. Notwithstanding the foregoing, an Executive
may participate in various civic and philanthropic activities, may serve on
boards of directors and committees of not-for-profit organizations of the
Executive's choice, may serve as a member of one or more corporate boards of
directors and may engage in a full-time employment arrangement with another
organization of the Executive's choice, provided that such activities do not
violate the Executive's obligations set forth in Article 9. The Company shall
have the right to request that the Executive provide services to the Company
during the Continued Employment Period in a manner that reasonably accommodates
such outside activities, services and arrangements.

          5.04 Mitigation. In the event that an Executive shall engage in any
               ----------
employment arrangement permitted by Section 5.03 (including self-employment)
during the Continued Employment Period, no amount paid to or earned by such
Executive therefrom shall reduce any payments or other benefits due such
Executive pursuant to the Plan.

                                       9
<PAGE>

                                   Article 6

                           Termination of Employment

          6.01 Death or Disability. An Executive's employment shall terminate
               -------------------
automatically upon his or her death. In the event that (a) the Committee
determines in good faith that the Executive is suffering from a "Disability"
(together with its various cognates, as defined below) and (b) the appropriate
decisionmaker under any applicable Company plan or program providing disability
benefits to the Executive (a "Disability Plan") similarly determines that the
Executive is eligible for such benefits by virtue of the Executive's disability
(as defined for purposes of such plan or program), the Company may deliver to
the Executive written notice (a "Disability Termination Notice") in accordance
with Section 6.05 of this Plan of the Company's intention to terminate the
Executive's employment. In such event, the Executive's employment shall
terminate effective on the later of (y) the 30th day after receipt of such
Disability Termination Notice by the Executive and (z) the first date on which
the Executive becomes eligible for long-term disability benefits under the
principal Disability Plan applicable to the Executive (the "Disability Effective
Date"), provided, however, that (1) in the interim the Executive shall not have
returned to full-time performance of the Executive's duties and/or (2) the
Executive shall not have delivered to the Committee within 30 days of receipt of
a Disability Termination Notice a written objection thereto (an "Objection"). In
the event of a timely Objection, any termination of the Executive shall be
suspended and the Executive shall be promptly examined by two physicians or
other professionals skilled in the relevant field, one selected by the Executive
and one by the Committee. Each of the two professionals shall issue a written
opinion within 15 days following the completion of his or her examination as to
whether the Executive is Disabled in accordance with the definition provided in
this Plan. If the two professionals agree, each of the Executive and the Company
shall be bound by their joint conclusion. If the two professionals disagree,
they shall jointly agree on a third professional to conduct a similar
examination. Each of the Executive and the Company shall be bound by the
conclusion of such third professional. The Executive agrees to each such
examination and to waive any confidentiality rights necessary to allow each of
the professionals conducting such examinations to do so. The Company shall pay
all fees and costs of all such examinations. In the event of a disagreement as
to the determination of the Executive's disability for purposes of a Disability
Plan, such disagreement shall be resolved as provided for in such Disability
Plan. For purposes of this Plan, the term "Disability" shall mean the material
inability of the Executive, due to injury, illness, disease or bodily, mental or
emotional infirmity, to carry out the job responsibilities which such Executive
held or the tasks to which such Executive was assigned at the time of the
incurrence of such Disability, which inability is reasonably expected to be
permanent or of indefinite duration exceeding one year.

          6.02 Cause. The Company may terminate an Executive's employment at any
               -----
time for Cause. For purposes of this Plan, "Cause" means: (i) the willful
failure of an Executive to perform substantially all of the Executive's duties
with the Company (other than any failure resulting from incapacity due to
physical or mental illness), after written demand for substantial performance is
delivered to the Executive by the Committee or the CEO; (ii) a willful violation

                                       10
<PAGE>

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.

          6.03 Good Reason. During the Retention Period and the Transition
               -----------
Period, a Tier I Executive may terminate his employment at any time for Good
Reason. For purposes of this Plan, "Good Reason" shall mean:

                    (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.

          6.04 Termination of Employment For Any Other Reason. The Company may
               ----------------------------------------------
terminate an Executive's employment at any time by written notice to the
Executive in accordance with Section 6.05 of this Agreement of its intention to
terminate the Executive's employment for any reason other than death, Disability
or Cause.

                                       11
<PAGE>

          6.05 Notice of Termination. Any termination by the Company other than
               ---------------------
for death, or by a Tier I Executive for Good Reason, shall be communicated by
Notice of Termination to the other party hereto given in accordance with this
Section 6.05. For purposes of this Plan, a "Notice of Termination" means a
written notice which (i) indicates the specific termination provision in this
Plan relied upon, (ii) to the extent applicable, sets forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated, and (iii) if the Date
of Termination (as defined in Section 6.06) is other than the date of receipt of
such notice, specifies the termination date (which date shall be not more than
30 days after the giving of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.

          6.06 Date of Termination. "Date of Termination" means (i) if the
               -------------------
Executive's employment is terminated by the Company other than for death or
Disability, or by the Tier I Executive for Good Reason, the date of receipt of
the Notice of Termination or any later date specified therein, as the case may
be, (ii) if the Executive's employment is terminated by death, the date of
death, and (iii) if the Executive's employment is terminated by reason of
Disability, the Disability Effective Date.

                                   Article 7

                  Obligations of the Company upon Termination

          7.01 By an Executive for Good Reason; By the Company Other Than for
               --------------------------------------------------------------
Cause, Death or Disability. If the Company terminates an Executive's employment
--------------------------
other than for Cause, death or Disability or if a Tier I Executive terminates
his employment for Good Reason,

                    (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

                                       12
<PAGE>

                           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 during the
                           Retention 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-

                                       13
<PAGE>

                           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).

                  7.02 Death. If the Executive dies during the Retention Period,
                       -----
the Transition Period or the Continued Employment Period (collectively, the
"Periods"), the Company shall have no further obligations to the Executive's
legal representatives under this Plan, other than for payment of Accrued Salary,
any Earned Bonus and any payment or provision of Other Benefits (as defined in
this Section 7.02). Such amounts shall be paid to the Executive's legal
representatives in a lump sum in cash within 60 days of death unless deferred in
accordance with the terms of an employee benefit plan or arrangement maintained
by the Company. Upon death, 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 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.

                  7.03 Disability. If the Executive's employment is terminated
                       ----------
by reason of Disability during any of the Periods, the Company shall not have
any further obligations to the

                                       14
<PAGE>

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.

                  7.04 By the Company for Cause. If an Executive's employment is
                       ------------------------
terminated during any of the Periods by the Company for Cause, the Company shall
have no obligation to the Executive pursuant to this Plan other than to pay the
Executive his or her Accrued Salary through the Date of Termination and any
Earned Bonus. In any such case, all Accrued Salary and Earned Bonus shall be
paid to the Executive in a lump sum in cash within 60 days of the Date of
Termination unless otherwise deferred by the Executive pursuant to the terms of
an employee benefit plan or arrangement maintained by the Company. Upon such
termination, the Executive's stock options shall be governed by the express
provisions of the related stock option plans and applicable Golden M
Certificates (or other applicable award agreements).

                  7.05 By a Tier I Executive Without Good Reason. If a Tier I
                       -----------------------------------------
Executive terminates his employment during the Retention Period or the
Transition Period without Good Reason, or during the Continued Employment Period
for any reason, the Company shall have no obligation to the Executive pursuant
to this Plan other than to pay the Executive his or her Accrued Salary through
the Date of Termination and any Earned Bonus. In any such case, all Accrued
Salary and Earned Bonus shall be paid to the Executive in a lump sum in cash
within 60 days of the Date of Termination unless otherwise deferred by the
Executive pursuant to the terms of an employee benefit plan or arrangement
maintained by the Company. Upon such termination, the Executive's stock options
shall be governed by the express provisions of the related stock option plans
and applicable Golden M Certificates (or other applicable award agreements).

                                       15
<PAGE>

                  7.06 By a Tier II Executive for any Reason. If a Tier II
                       -------------------------------------
Executive terminates his employment during any of the Periods for any reason or
no reason, the Company shall have no obligation to the Executive pursuant to
this Plan other than to pay the Executive his or her Accrued Salary through the
Date of Termination and any Earned Bonus. In any such case, all Accrued Salary
and Earned Bonus shall be paid to the Executive in a lump sum in cash within 60
days of the Date of Termination unless otherwise deferred by the Executive
pursuant to the terms of an employee benefit plan or arrangement maintained by
the Company. Upon such termination, the Executive's stock options shall be
governed by the express provisions of the related stock option plans and
applicable Golden M Certificates (or other applicable award agreements).

                                   Article 8

                      Requirement of Effective Releases;
                  Integration with Other Separation Benefits

                  8.01 Releases as a Condition to Plan Benefits. It shall be a
                       ----------------------------------------
condition to an Executive's right to receive any benefits pursuant to this Plan
that the Executive shall execute and deliver to the Company the following
releases in the form provided by the Company (each, a "Release"):

                           (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.

                  8.02 Form of Release. Each Release shall provide among other
                       ---------------
things that the Executive understands, intends and agrees that the agreement he
or she is signing constitutes full, complete and final satisfaction of all
claims, demands, lawsuits or actions of any kind, whether known or unknown,
against the Company or its subsidiaries, divisions, affiliates and related
companies (collectively "McDonald's") or their respective directors, officers or
employees (with McDonald's collectively the "Released Persons') and that the
Executive forever releases each Released Person from all such matters. This
includes, but is not limited to, a release of claims, demands, lawsuits and
actions of any kind relating to any employment or application for employment or
franchise, claims relating to resignation and/or cessation of employment, claims
alleging breach of contract of any tort, claims for wrongful termination,
defamation, intentional infliction of emotional distress, personal injury,
violation of public policy and/or negligence related to employment or
resignation, claims under Title VII of the Civil Rights Act of 1964, as amended,
Section 1981 of the Civil Rights Act of 1866, as amended, the Age Discrimination
in Employment Act of 1967, as amended, the Rehabilitation Act of 1973, the
Americans with Disabilities Act of 1990, the Employee Retirement Income Security
Act of 1974, as amended, the

                                       16
<PAGE>

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.

                  8.03 Other Separation Benefits. The Releases will also provide
                       -------------------------
that (i) the payments or benefits provided for hereunder shall be in lieu of any
payments, benefits or arrangements to which the Executive might otherwise be
entitled to under any plan or arrangement which provides for severance or
separation ("Other Separation Benefits") and, that (ii) the Executive waives any
and all rights and claims that he or she may then or thereafter have to (A) any
Other Separation Benefits and (B) retiree status under any of the Company's
stock option plans.

                  8.04 Effect of Claim. If an Executive (i) files a lawsuit,
                       ---------------
charge, complaint or other claim asserting any claim or demand within the scope
of his or her Releases, (ii) fails to execute and deliver a Release required
pursuant to Section 8.01, or (iii) purports to revoke any of the Releases, the
Company shall retain all rights and benefits of the Releases, and in addition,
shall be entitled to cancel any and all future obligations under this Plan and
recoup the value of all payments and benefits under this Plan, together with the
Company's costs and reasonable attorney's fees. In addition, the Company shall
be entitled to pursue any other remedy available to enforce the terms of the
Releases and Noncompetition Agreement described in Article 9.

                                   Article 9

                    Requirement of Noncompetition Agreement

                  9.01 Noncompetition Agreement as a Condition to Plan Benefits.
                       --------------------------------------------------------
It shall be a condition to receive Transition Benefits, Continued Employment
Benefits and the Severance Benefit under this Plan that the Executive shall have
signed a confidentiality and noncompetition agreement in the form provided by
the Company as substantially described in this Article 9 (the "Noncompetition
Agreement"). The failure or refusal of an Executive to sign such a
Noncompetition Agreement shall disqualify the Executive from receiving any
benefits under this Plan.

         9.02  Form 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").

                                       17
<PAGE>

                           (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

                                       18
<PAGE>

                           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).

                  9.03 Prohibited Business. For purposes of this Plan,
                       -------------------
"Prohibited Business" means any Person (and any branches, offices or operations
thereof) that is a material and direct competitor of McDonald's in any country
in the world or in any state of the United States, but shall not include any
Person which is not one of the 15 or fewer Persons designated as a Prohibited
Business on Annex A attached to the Executive's Noncompetition Agreement.

                  9.04 Remedy. (a) Injunctive Relief. The Noncompetition
                       ------
Agreement shall also provide that:

                           (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

                                       19
<PAGE>

                           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.

                                       20
<PAGE>

                                  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

                  12.01 Successors. This Plan shall be binding upon the Company
                        ----------
and its successors and assigns. Subject to satisfaction of the conditions set
forth in Sections 3, 4, 5 and 8, the Plan shall inure to the benefit of the
Executives and their respective successors, heirs and permitted assigns.

                  12.02 Executive Information. Each Executive shall notify the
                        ---------------------
Committee of his or her mailing address and each change of mailing address to
the extent that he or she has not previously informed the Company thereof. In
addition, each Executive shall furnish the Committee with any other information
and data that the Committee reasonably considers necessary for the proper
administration of this Plan. The information provided by the Executive under
this Section shall be binding upon the Executive, his or her dependents and any
beneficiaries for all purposes of this Plan. The Committee shall be entitled to
rely on any representations regarding personal facts made by a Executive, his or
her dependents or beneficiaries, unless it has knowledge that such
representations are false.

                  12.03 Payments to Beneficiary. If an Executive dies before
                        -----------------------
receiving amounts to which he is entitled under this Plan, such amounts shall be
paid to the Beneficiary (as defined below) or if none, to the Executive's
estate. If a Beneficiary dies before complete payment of any benefits
attributable to a deceased Executive, the remaining benefits shall be paid the
Beneficiary's estate. For purposes of this Plan, a Beneficiary shall mean any
Person or Persons, including any entity which is tax-exempt under Section
501(c)(3) of the Internal Revenue Code, designated in writing by an Executive.

                                       21
<PAGE>

                  12.04 Notices. Any notice, request, election, or other
                        -------
official communication under this Plan shall be in writing and shall be
delivered personally, by courier service, by registered or certified mail,
return receipt requested or by telecopy and shall be effective upon actual
receipt by the party to which such notice shall be directed, and shall be
addressed as follows: (i) if to the Company, McDonald's Corporation, One
McDonald's Plaza, Oak Brook IL 60523, Attention: Corporate Secretary, and (ii)
if to an Executive, the last mailing address as specified by the Executive in
accordance with Section 12.02.

                  12.05 No Employment Contract. The existence of this Plan shall
                        ----------------------
not confer any legal or other rights upon any Executive to a continuation of
employment. The Company and each successor thereof reserves the right to
terminate the employment of any Executive, with or without cause, at any time,
notwithstanding the existence of this Plan.

                  12.06 Non-Alienation. Except to the extent expressly permitted
                        --------------
by law, no Executive shall have the right to assign, transfer or anticipate an
interest in any benefit under this Plan.

                  12.07 Severability. If any one or more articles, sections or
                        ------------
other portions of this Plan are declared by any court or governmental authority
to be unlawful or invalid, such unlawfulness or invalidity shall not serve to
invalidate any article, section or other portion not so declared to be unlawful
or invalid. Any article, section or other portion so declared to be unlawful or
invalid shall be construed so as to effectuate the terms of such article,
section or other portion to the fullest extent possible while remaining lawful
and valid.

                  12.08 No Waiver. An Executive's failure to insist upon strict
                        ---------
compliance with any provision of this Plan shall not be deemed a waiver of such
provision or any other provision of this Plan. An Executive may waive any or all
of the provisions of this Plan only by signing a document to that effect. A
waiver of any provision of this Plan shall not be deemed a waiver of any other
provision, and any waiver of any default in any such provision shall not be
deemed a waiver of any later default thereof or of any other provision.

                  12.09 Governing Law. To the extent not preempted by federal
                        -------------
law, this Plan shall be interpreted and construed in accordance with the laws of
the State of Illinois, without regard to any otherwise applicable conflicts of
law or choice of law principles.

                  12.10 Construction. Any masculine personal pronoun shall be
                        ------------
considered to mean also the corresponding feminine or neuter personal pronoun,
as the context requires. The singular and plural forms of any term used in this
Plan shall be interchangeable, as the context requires.

                  12.11 Captions. The captions of the Sections and Articles of
                        --------
this Plan are not a part of the provisions hereof and shall have no force or
effect.

                                       22
<PAGE>

                  Executed as of this 20th day of March 2001.

                                   McDonald's Corporation


                                   By: /s/ Robert N. Thurston
                                   -------------------------
                                   Robert N. Thurston
                                   Chairman, Compensation Committee Of the Board
                                   of Directors of McDonald's Corporation

                                       23
<PAGE>

                                  Appendix A

Tier I Executives
-----------------

Jack Greenberg
Jim Cantalupo

Tier II Executives
------------------

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

Start Dates
-----------

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

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