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                                                             Exhibit (10)(b)(ii)



                               SECOND AMENDMENT
                                    TO THE
                       McDONALD'S PROFIT SHARING PROGRAM

     The McDonald's Profit Sharing Program, as amended and restated effective
November 1, 1998 (the "Program"), and amended thereafter effective June 1, 2000,
is hereby further amended, effective January 1, 2001, unless otherwise
indicated, as follows:

                                      I.

     Effective January 1, 1998, the Program shall be amended by substituting for
the word "Donoto's" in each place it appears the word "Donatos."

                                      II.

     Sections 1.2(a) and 1.2(b) shall be amended by inserting "(also known as
"Donatos") or Boston Chicken Corporation" immediately after "McG Restaurant
Operations, Inc." and before the semicolon (";") at the end of each section.

                                     III.

     Section 1.23 shall be amended by inserting "("Donatos") and Boston Chicken
Corporation each" immediately after "McG Restaurant Operations, Inc." in the
last sentence thereof.

                                      IV.

     Section 1.25 shall be amended in its entirety to read as follows:

     1.25 "Entry Date" means the first day of each calendar month in the Plan
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Year.

                                      V.

     Effective, July 1, 2000, two new subparagraphs shall be added to the end of
Section 1.31(b) to read as follows:

          (7)  Each individual who became an Employee of the Company, Golden
          Restaurant Operations, Inc. (now known as "Boston Chicken
          Corporation"), a Subsidiary or a Commonly Controlled Entity, as a
          result of the acquisition of Boston Chicken, Inc. and its affiliates
          ("Boston Chicken") as of May 26, 2000 shall be credited with Hours of
          Service under the Program as of July 1, 2000, for their service with
          Boston Chicken for periods after June 30, 1998 to the date such
          individual first became an Employee. In determining the Hours of
          Service to be credited to Employees who receive credit for
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          Hours of Service as a result of the acquisition of Boston Chicken, the
          Plan Administrator shall rely on available information and, as
          necessary, shall make good faith estimates based upon available
          information and records.

          (8)  Each individual who became an Employee of the Company, Boston
          Market Corporation, a Subsidiary or a Commonly Controlled Entity, who
          was formerly an employee of Platinum Rotisserie, LLC ("Platinum")
          shall be credited with Hours of Service under the Program as of
          January 1, 2001, for their service with Platinum or with Boston
          Chicken for periods after June 30, 1998 to the date such individual
          first became an Employee. In determining the Hours of Service to be
          credited to Employees who receive credit for Hours of Service as a
          result of the acquisition of Platinum, the Plan Administrator shall
          rely on available information and, as necessary, shall make good faith
          estimates based upon available information and records.

                                      VI.

     Section 1.44(a) shall be amended in its entirety to read as follows:

               (a)  "Participant Elected Matched Contributions", which means the
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          amount of Participant Elected Contributions for an Active Participant
          for a Plan Year made with respect to Hours of Service in that Plan
          Year after the date such Participant has completed one Year of
          Eligibility Service up to the percentage of such Active Participant's
          Considered Compensation specified under Sections 4.3(a)(1), 4.3(a)(2)
          or 4.3(a)(3), as applicable to such Active Participant.

                                     VII.

     Section 1.44(b) shall be amended in its entirety to read as follows:

               (b)  "Participant Elected Unmatched Contributions", which means
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          (1) the amount of Participant Elected Contributions for a Plan Year
          made on behalf of an Active Participant who is participating pursuant
          to Section 2.1(b) with respect to Hours of Service in that Plan Year
          prior to the Entry Date coinciding with or next following the date the
          Participant has completed one Year of Eligibility Service and (2) the
          amount of Participant Elected Contributions for an Active Participant
          for a Plan Year above the percentage of a Participant's Considered
          Compensation specified under Sections 4.3(a)(1), 4.3(a)(2) or
          4.3(a)(3), as applicable to such Active Participant.

                                     VIII.

     Section 2.1 shall be amended to read as follows:

          2.1  Participation.
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               (a)  Each person who was a Participant under the provisions of
          the McDonald's Corporation Profit Sharing Program on the day before
          the Effective Date, shall continue to be a Participant hereunder.

               (b)  Each Employee of the Company who is a staff employee,
          executive employee or store manager who is regularly scheduled to work
          at least 20 hours per week

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          shall become a Participant in the Program on the first Entry Date
          coinciding with or next following the later of (i) the date Employee
          attains age 21 or (ii) the date Employee completes one full calendar
          month of service after his first Hour of Service; provided that until
          the Entry Date coinciding with or next following the date such
          Participant completes one Year of Eligibility Service, participation
          shall be limited solely to making Participant Elected Unmatched
          Contributions. Participant shall become eligible for remaining
          portions of the Program (including, but not limited to, making
          Participant Matched Contributions) in accordance with subsection (c),
          below.

               (c)  Each Employee shall become a Participant in the Program on
          the first Entry Date coinciding with or next following the date he
          completes one Year of Eligibility Service and attains age 21; provided
          that (1) each Participant who is not an employee of McG Restaurant
          Operations, Inc. ("Donatos") or Boston Chicken Corporation and who is
          a certified swing manager, primary maintenance employee, crew member
          or other store hourly employee shall become a Participant solely for
          purposes of the Profit Sharing and the McDESOP portions of the Program
          and for the purposes of (A) making Participant Elected Contributions
          or (B) receiving allocations of LESOP Employer Matching Allocations
          pursuant to Section 6.3(c) and LESOP Employer Matching Contributions
          made pursuant to Section 4.1(b) and (2) each Participant who is an
          employee of McG Restaurant Operations, Inc. ("Donatos") or Boston
          Chicken Corporation shall be an Active Participant solely for purposes
          of (A) making Participant Elected Contributions or (B) receiving LESOP
          Employer Matching Allocations made pursuant to Section 6.3(c) or LESOP
          Employer Matching Contributions pursuant to Section 4.1(b) and making
          Rollover Contributions to the Program.

               (d)  Admission to participation in the Program shall only be made
          when an Employee is not on an Authorized Leave of Absence or serving
          with the Armed Forces of the United States.

               (e)  Each Participant shall continue to be a Participant for
          purposes other than being an Active Participant as provided in
          Sections 1.2(a), 1.2(b) and 1.2(c) until the later of (a) the date he
          incurs a Termination of Employment or has a Break in Service and (b)
          the date his entire vested Net Balance Account has been paid from the
          Trust.

               (f)  Notwithstanding the foregoing, each Participant is a
          participant only with respect to the portions of the Program and the
          types of contributions which have been adopted by his Employer and no
          additional Participants shall enter the Stock Sharing portion of the
          Plan.

                                      IX.

     Section 2.3 shall be amended by adding the following as a new paragraph at
     the end thereof,

     "Notwithstanding any provision in this Section 2.3 to the contrary, in
     accordance with Section 2.1(b), each Employee who is at least age 21 and
     resumes employment with the Company as a staff employee, executive employee
     or store manager and who is regularly scheduled to work at least 20 hours
     per week, shall, on the first Entry Date coinciding with or next following
     the date he resumes employment, become a Participant in the Program;
     provided that such participation shall be limited solely to making
     Participant Elected Unmatched Contributions until such Participant
     otherwise satisfies the requirements of the first paragraph of this Section
     2.3."

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                                      X.

     The second sentence of Section 4.3(a) shall be amended by inserting
"("Donatos") or Boston Chicken Corporation" immediately following "McG
Restaurant Operations, Inc." therein.

                                      XI.

     Section 5.1 shall be amended to read as follows:

          5.1  Participant Elected Contributions.
               ---------------------------------

               (a)  Each Active Participant, who has completed one Year of
          Eligibility Service and who is employed by an Employer, shall have his
          Considered Compensation reduced for each Plan Year or designated
          portion of a Plan Year by an amount equal to the Specified Participant
          Elected Matched Contribution percentage for the Plan Year or
          designated portion of a Plan Year, as provided in Section 4.3(a),
          which amount his Employer shall contribute to the McDESOP Trust on the
          Participant's behalf as a Participant Elected Matched Contribution,
          unless the Participant shall elect, on such form, at such time and in
          such manner as the Committee shall specify, not to have his Considered
          Compensation so reduced or (subject to the minimum and maximum amounts
          of reduction specified for the Plan Year pursuant to Section 4.3(a))
          reduced by a lesser or greater amount.

               (b)  Each Active Participant who is an Employee of the Company
          and is a staff employee, executive employee or store manager who is
          participating in the Program pursuant to Section 2.1(b) prior to
          completing one Year of Eligibility Service, shall have his Considered
          Compensation reduced by the same percentage of his Considered
          Compensation as is designated for the Specified Participant Elected
          Matched Contribution for each Plan Year or designated portion of a
          Plan Year prior to completion of one Year of Eligibility Service and
          his Employer shall contribute such amount to the McDESOP Trust on the
          Participant's behalf as a Participant Elected Unmatched Contribution,
          unless the Participant shall elect in accordance with (a) above on
          such form, at such time and in such manner as the Committee shall
          specify, not to have his Considered Compensation so reduced. In
          addition, each such Active Participant may elect in writing on forms
          approved by the Committee to have his Employer contribute to the
          McDESOP Trust on the Participant's behalf as additional Participant
          Elected Unmatched Contributions an amount equal to any additional
          amount by which the Participant elects to have his Considered
          Compensation reduced; provided that such amount may not exceed seven
          percent (7%) of his Considered Compensation for a Plan Year.

               (c)  Each Active Participant may elect in writing on forms
          approved by the Committee to have his Employer contribute to the
          McDESOP Trust on the Participant's behalf as Participant Elected
          Unmatched Contributions an amount equal to any additional amount by
          which the Participant elects to have his Considered Compensation
          reduced (which election may be a larger percentage for certain
          portions of Considered Compensation during a Plan Year, e.g. bonus,
          and a smaller percentage for other portions of Considered
          Compensation, e.g. salary, as the Committee shall permit), provided
          that such amount may not exceed seven percent (7%) of his Considered
          Compensation for a

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          Plan Year and further provided that an Active Participant may elect
          Participant Elected Unmatched Contributions as provided above
          regardless of whether the Participant is making Participant Elected
          Matched Contributions pursuant to (a), above, for that period. The
          Committee may from time to time establish general policies requiring
          Participants to elect to make Participant Elected Matched
          Contributions pursuant to (a), above up to a specified level before
          electing any Participant Elected Unmatched Contributions.

               (d)  Except as otherwise specifically provided herein, a
          Participant may make, change or revoke a Compensation reduction
          election at such times and in such manner as the Committee may permit,
          provided that any such election, change or revocation shall apply
          solely to Considered Compensation, which is not currently available to
          the Participant as of the date of such election, change or revocation.
          The Compensation reduction election by the Active Participant which is
          in accordance with the Program shall continue in effect,
          notwithstanding any change in Considered Compensation, until he shall
          change such Compensation reduction election or until he shall cease to
          be an Active Participant. If a Participant has an election pursuant to
          the McDonald's 1989 Executive Equalization Plan ("McCap I") or the
          McDonald's Supplemental Employee Benefit Equalization Plan ("McCap
          II") in effect for a calendar year, the Participant's Compensation
          reduction election hereunder may not be changed for such year but may
          only be changed before the beginning of the following Plan Year for
          such Plan Year. Each Employer shall make Participant Elected
          Contributions to the Trustee on behalf of each Active Participant
          employed by the Employer in the amount by which the Participant's
          Considered Compensation was reduced pursuant to this Section 5.1.

                                     XII.

     Section 11.1 shall be amended by adding the following new subparagraph at
the end thereof:

               "(f)      A Participant shall be entitled to elect to receive in-
          service withdrawals from Profit Sharing Accounts, LESOP Accounts and
          LESOP Diversification Account as provided in Section 11.16(d)."

                                     XIII.

     Section 11.16 shall be amended by adding the following new subparagraph at
the end thereof:

               "(d) Profit Sharing Account, LESOP Accounts and LESOP
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          Diversification Account. After sixty (60) months as a Participant in
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          the Program, a Participant may, by providing written notice to the
          Committee in such form and in accordance with such rules or procedures
          as the Committee shall designate, elect to have distributed to him in
          cash or in shares of common stock of the Company any amount up to but
          not exceeding seventy-five percent (75%) of such Participant's vested
          account balance from Participant's Profit Sharing Account, LESOP
          Accounts and LESOP Diversification Account determined based on the
          value as of the Valuation Date immediately preceding the date such
          written notice is received by the Committee. The Committee may, from
          time to time, establish such rules and procedures as it deems
          appropriate to administer or limit withdrawals under this Section
          11.16(d); provided, however, that in no event shall a Participant be
          permitted to make more than one withdrawal per Plan Year. To the
          extent administratively feasible the period of notice required for
          withdrawal or distribution can

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          be relaxed, reduced or eliminated upon appropriate request to the
          Committee. However, it is anticipated that distributions will normally
          be made within 30 to 90 days of the date the Participant's notice is
          received.

                                     XIV.

     Except as herein amended, the Plan shall remain in full force and effect.

     Executed in multiple originals this 21st day of December 2000.


                                              McDONALD'S CORPORATION


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

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