1975 Stock Ownership Option Plan As Amended

Exhibit 10(d)

McDONALD'S CORPORATION
1975 STOCK OWNERSHIP OPTION PLAN
AS AMENDED AND RESTATED
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THE PLAN


McDonald's Corporation (the "Company") hereby amends and restates the McDonald's Corporation 1975 Stock Ownership Option Plan, effective January 19, 1998. As so amended and restated, the McDonald's Corporation 1975 Stock Ownership Option Plan is hereinafter called the "Plan". The terms of options granted prior to the effective date of this amendment shall not be adversely affected in any way by this amendment.


1. Purpose. The purpose of this Plan is to advance the interest of the Company by encouraging and enabling the acquisition of a larger personal financial interest in the Company by those employees upon whose judgment and efforts the Company is largely dependent for the successful conduct of its operations. It is anticipated that the acquisition of such financial interest will stimulate the efforts of such employees on behalf of the Company, strengthen their desire to continue in the service of the Company and encourage shareholder and entrepreneurial perspectives through employee stock ownership. It is also anticipated that the opportunity to obtain such financial interest will prove attractive to promising new managerial and executive talent and will assist the Company in attracting such employees. The options granted hereunder shall not constitute incentive stock options as such term is defined in Section 422A of the Internal Revenue Code.


2. Scope of the Plan. An aggregate of 60,890,394 of the Company's authorized but unissued shares of common stock, $.01 par value per share or shares acquired by purchase as described in the paragraph below or any combination of shares from both sources are hereby made available, and shall be reserved for issuance, under the Plan. The aggregate number of shares available under this Plan shall be subject to adjustment on the occurrence of any of the events and in the manner set forth in Section 11 hereof. If an option shall expire or terminate for any reason, without having been exercised in full, the unpurchased shares subject thereto shall (unless the Plan shall have terminated or unless all or a part of such shares were issued under the Company's 1978 Incentive Plan) become available for other options under the Plan.


The Board of Directors (called the "Board") or such person or persons that the Board shall specifically authorize or direct to act on its behalf shall also have the authority to purchase from time to time, in such amounts and at such prices as it, in its discretion, shall deem advisable or appropriate, shares of the common stock of the Company, to be held as treasury shares and reserved and used solely for issuance at the discretion of the Option Committee, as set forth in Section 3 hereof, upon exercise of options granted under this Plan and in accordance with the provisions of the preceding paragraph.


3. Administration. Except as herein expressly reserved by the Board and not delegated by the Board to the Committee, the Plan shall be administered by a Committee, to be known as the Option Committee (called the "Committee"), which will include not less than three Directors of the Company, who shall be appointed, from time to time, by the Board. Except as herein expressly reserved by the Board and not delegated by the Board to the Committee, the Committee shall have full and final authority, in its discretion, but subject to the express provisions of the Plan: (a) to determine the purchase price of the common stock covered by each option, and the individuals to whom, and the time or times at which, options shall be granted and the number of shares to be covered by each option; (b) to interpret the Plan; (c) to prescribe, amend and rescind rules and regulations relating to the Plan; (d) to determine the terms, provisions, and any restrictions or conditions (including but not limited to restrictions with respect to stock acquired upon exercise of the option which may continue beyond the date of the optionee's termination of employment) of the respective option agreements (which need not be identical) by which options shall be evidenced and, with the consent of the optionee, to modify the terms, provisions, restrictions or conditions of any option agreement; (e) to cancel, with the consent of the optionee, outstanding options and to grant new options in substitution therefor; (f) to authorize foreign subsidiaries to adopt plans as provided in Section 17; (g) to delegate its duties and responsibilities under the Plan with respect to such foreign subsidiary plans, except its duties and responsibilities with respect to grants of options to persons who, under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act"), are treated (in the opinion of counsel for the Company) as officers or directors of the Company, to such individuals or committees as the Committee in its sole discretion may approve and (i) the acts thereunder by such individuals or committees shall be treated hereunder as acts of the Committee and (ii) such individuals or committees shall report to the Committee regarding the delegated duties and responsibilities; and (h) to make all other determinations deemed necessary or advisable for the administration of the Plan.


4. Eligibility. With the exception of clerical employees and with the further exception of persons (other than managers) employed in Company-owned restaurants, options may be granted to (a) any employees of the Company or its domestic subsidiaries, or (b) any employees, officers and directors of the Company's foreign subsidiaries. Any entity in which the Company directly or through intervening subsidiaries owns twenty-five percent (25%) or more of the total combined voting power or value of all classes of stock or, in the case of an unincorporated entity, a twenty-five percent (25%) or more interest in the capital and profits, shall be treated as a subsidiary. In selecting the


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individuals to whom options shall be granted, as well as in determining the number of shares subject to each option, the Committee shall take into consideration such factors as it deems relevant in connection with accomplishing the purpose of the Plan. Subject to the provisions of Section 2 hereof, an individual who has been granted an option may, if he is otherwise eligible, be granted additional options if the Committee shall so determine.


5. Option price. The purchase price of the stock covered by each option shall not be less than the fair market value of such stock on the date the option is granted (herein called the "Option Date"). For the purposes hereof the fair market value shall be deemed to be the closing price of said stock on the New York Stock Exchange Composite Tape on the Option Date or, if no sales of said stock appear on such Tape on that date, on the next preceding date on which there were such sales. Such price shall be subject to adjustment as provided in Section 11 hereof.


6. Terms of employment. No obligation of the Company as to the length of employment shall be implied by the terms of this Plan o ...