Excess Benefit And Deferred Bonus Plan

Exhibit 10(b)


McDonald' s Excess Benefit and Deferred Bonus Plan


Section 1

Introduction


1.1 The Plan . McDonald' s Corporation (the " Company" ) hereby amends and restates the McDonald' s Excess Benefit and Deferred Bonus Plan (the " Plan" ), as set forth herein, effective January 1, 2005. The Plan was initially established effective as of January 1, 2005 as a successor plan to the McDonald' s Corporation Supplemental Profit Sharing and Savings Plan (the " Supplemental Plan" ). The Supplemental Plan was amended in response to the enactment of Section 409A of the Internal Revenue Code of 1986, as amended (the " Code" ) to suspend deferrals into that plan for years after 2004.

1.2 Purposes and Features of Plan .

(a) The purposes of the Plan are (i) to provide a select group of employees with the opportunity to elect to defer compensation under the " Deferred Bonus Feature" of the Plan, and (ii) to provide a select group of employees who participate in the McDonald' s Corporation Profit Sharing and Savings Plan or the McDonald' s Ventures 401(k) Plan (each, a " Profit Sharing Plan" ) with deferred compensation under the " Excess 401(k) Contributions Feature" of the Plan in excess of the maximum amount of 401(k) contributions and matching employer contributions that may be contributed on their behalf under the applicable Profit Sharing Plan, absent the Limits described in Section 3.2(d) below.

(b) The " Participants" in each feature of the Plan will be a select group of management or highly compensated employees of the Company or an Adopting Subsidiary. The Participants in the Deferred Bonus Feature are described in Section 2 below. The " Participants" in the Excess 401(k) Contributions Feature are described in Section 3 below.

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


1.4 Compliance with Section 409A . The Plan is intended to comply with the requirements of Section 409A of the Code and regulations, rulings and other guidance issued thereunder (collectively, " Section 409A" ), and shall be interpreted and administered accordingly. Notwithstanding any other provision of this Plan, no acceleration of payment of Accounts that is not permitted by Section 409A shall be permitted, and no action, amendment or termination of the Plan shall be effective to the extent that it would cause the Plan to violate the requirements of Section 409A.

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


Section 2

Deferred Bonus Feature: Participation and Deferral Elections


2.1 Eligibility and Participation . Subject to the conditions and limitations of the Plan, an individual shall be eligible to participate in the Deferred Bonus Feature of the Plan for a calendar year (a " Deferred Bonus Eligible Employee" ) if, on the Election Due Date (as defined in Section 4.1) for such year, the individual is an employee of the Company who is in the Senior Direction Compensation Band of the Company or above (or an employee of an Adopting Subsidiary who is in a comparable compensation band). Any Deferred Bonus Eligible Employee who, in accordance with Sections 2.3 and 4 below, makes a Bonus Deferral Election as described in Section 2.2 below shall become a Participant, and shall remain a Participant until the entire balance of the Participant' s Account is distributed.


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2.2 Deferral Elections . Subject to Sections 2.3 and 4 below: (a) Any Deferred Bonus Eligible Employee may make an election (a " Bonus Deferral Election" ) to defer receipt of all or any portion (in 1% increments) of the compensation that he or she may receive in a particular year under the McDonald' s Target Incentive Plan, any successor annual bonus plan of the Company, or any annual bonus plan of an Adopting Subsidiary, in which the Deferred Bonus Eligible Employee participates (collectively, the " Annual Bonus Plan" ) to the extent permitted by Section 2.3 below.

(b) Any Deferred Bonus Eligible Employee may make a Bonus Deferral Election to defer receipt of all or any portion (in 1% increments) of the compensation that he or she may receive in a particular year under the McDonald' s Cash Performance Unit Plan, any successor long-term cash bonus plan of the Company, or any long-term cash bonus plan of an Adopting Subsidiary, in which the Deferred Bonus Eligible Employee participates (collectively, the " Long-Term Cash Bonus Plan" ) to the extent permitted by Section 2.3 below.

(c) Any member of the Company' s Executive Management Team may make a Bonus Deferral Election on or before March 15, 2005 to defer receipt of the value of all or none of the time-vested restricted stock units granted to such person on March 18, 2003, December 2, 2003 or July 14, 2004. Except as expressly provided in this Section 2.2(c) no other restricted stock units may be deferred under the Deferred Bonus Feature of the Plan.

(d) No other forms of compensation, including, but not limited to exit bonuses, severance bonuses or pro-rated annual bonuses paid under the Executive Retention Plan may be deferred under the Deferred Bonus Feature of the Plan.


The amounts deferred by a Participant pursuant to this Section 2.2 shall be credited to the Participant' s Account in accordance with Section 5.1.


2.3 Rules for Bonus Deferral Elections . Bonus Deferral Elections shall be made in accordance with Section 4 below. The Committee may permit or require a Deferred Bonus Eligible Employee to make a separate Bonus Deferral Election under Sections 2.2(a) and 2.2(b) for any year. The first annual bonuses payable under the Annual Bonus Plan that may be deferred pursuant a Bonus Deferral Election made under Section 2.2(a) shall be the annual bonuses earned in 2004 that in the absence of a Bonus Deferral Election would be paid in the first quarter of 2005. The first long-term cash bonuses payable under the Long-Term Cash Bonus Plan that may be deferred pursuant a Bonus Deferral Election made under Section 2.2(a) shall be the long-term cash bonuses that first vest in 2007.

Section 3

Excess 401(k) Contributions Feature of Plan:

Participation and Deferral Elections


3.1 Eligibility and Participation . Subject to the conditions and limitations of the Plan, an individual shall be eligible to participate in the Excess 401(k) Contributions Feature of the Plan (an " Excess 401(k) Contributions Eligible Employee" ) for a calendar year (the " Specified Year" ) if: (a) the individual is an active participant in one of the Profit Sharing Plans as of the first day of the Specified Year; (b) on the Election Due Date for such Specified Year, the individual is either (i) an employee of the Company in the Direction Compensation Band of the Company or above (or an employee of an Adopting Subsidiary in a comparable compensation band); and

(c) the individual has annualized compensation determined as of a date within the calendar year preceding the Specified Year as determined by the Committee (the " Compensation Determination Date" ) in an amount that exceeds the applicable dollar amount in effect under Code Section 414(q)(1)(B)(i) for the year preceding the Specified Year. An employee' s annualized compensation shall equal the sum of the employee' s annual base salary as of the Compensation Determination Date plus the employee' s annual bonus received under an Annual Bonus Plan in the year that includes the Compensation Determination Date (in each case determined without regard to the employee' s elective deferrals under this Plan, a Profit Sharing Plan or otherwise).

Any Excess 401(k) Contributions Eligible Employee who makes an Excess 401(k) Contributions Deferral Election in accordance with the requirements of Sections 3.3 and 4 below and whose Account is thereafter credited with amounts pursuant to Section 3.2 below, shall become a Participant, and shall remain a Participant until the entire balance of the Participant' s Account is distributed.


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3.2 Benefits .

(a) Each Excess 401(k) Contributions Eligible Employee may make an election (an " Excess 401(k) Contributions Deferral Election" ) for a Specified Year to defer receipt of the percentage (in 1% increments) of his or her Compensation (as defined in Section 3.2(c) below) specified in his or her Excess 401(k) Contributions Deferral Election. An Excess 401(k) Contributions Eligible Employee' s Excess 401(k) Contributions Deferral Election will be treated both as a Deferral Election under this Plan and as a 401(k) election under the applicable Profit Sharing Plan. The amounts deferred pursuant to an Excess 401(k) Contributions Deferral Election are referred to as " Elective Deferrals." A Participant' s Elective Deferrals for a Specified Year will first be contributed to the applicable Profit Sharing Plan as 401(k) contributions in accordance with the terms of the applicable Profit Sharing Plan until the amounts so contributed reaches the Limits (as defined in Section 3.2(d) below) for the Specified Year. The Participant' s Elective Deferrals in excess of the Limits for such Specified Year shall be credited to his or her Account pursuant to Section 5.1.

(b) The Account of each Excess 401(k) Contributions Eligible Employee who an makes an Excess 401(k) Contributions Deferral Election for a Specified Year shall also be credited with an amount equal to the excess of (i) the amount of matching employer contributions that would be allocated to the Participant' s accounts under the applicable Profit Sharing Plan for the Specified Year if the entire amount of his or her Elective Deferrals for the Specified Year had been contributed to the applicable Profit Sharing Plan and the Limits did not apply, over (ii) the amount of matching employer contributions actually allocated to his or her accounts under the applicable Profit Sharing Plan for the Specified Year.

(c) For purposes of this Section 3, " Compensation" means compensation as defined in the applicable Profit Sharing Plan, but determined without regard to the limitations imposed under Section 401(a)(17) of the Code; provided, however, that if an Excess 401(k) Contributions Eligible Employee has made a Bonus Deferral Election under Section 2 for a Specified Year, (i) for purposes of determining the amount of a Participant' s Elective Deferrals for the Specified Year, his or her Compensation will not include the portion of any bonus for the Specified Year that was deferred pursuant to his or her Bonus Deferral Election for such Specified Year; and (ii) for purposes of determining the amount of the Participant' s matching employer contributions described in Section 3.2(b)(i) for the Specified Year, the Participant' s Compensation will be determined without regard to his or her Bonus Deferral Election for such Specified Year.

(d) For purposes of this Plan, the " Limits" means the limitations imposed on the maximum amount of elective contributions and matching contributions that may be contributed on behalf of the Excess 401(k) Contributions Eligible Employee under the applicable Profit Sharing Plan in which he or she participates as a result of the application of the maximum aggregate contributions imposed under Code Section 415, the maximum amount of compensation that may be taken into account under Code Section 401(a)(17) and the maximum amount of elective deferrals imposed under Code Section 402(g).


3.3 Rules for Excess 401(k) Contributions Deferral Election . An Excess 401(k) Contributions Deferral Eligible Employee shall receive the benefits provided for in Section 3.2 for a Specified Year only if he or she makes an Excess 401(k) Contributions Deferral Election in accordance with Section 4 below to participate in the Excess 401(k) Feature of the Plan and to make 401(k) contributions under the applicable Profit Sharing Plan for the Specified Year. The first Specified Year under this Plan shall be the 2005 calendar year.


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Section 4

Rules for Deferral Elections


4.1 Timing for Deferral Elections . All Bonus Deferral Elections and Excess 401(k) Contributions Deferral Elections (collectively the " Deferral Elections" ) must be returned to the Committee no later than the date specified for such year by the Committee (the " Election Due Date" ), but in no event later than: (i) in the case of an Excess 401(k) Contributions Deferral Election, June 30 of the calendar year prior to the Specified Year, (ii) in the case of an annual bonus, the date that is six months prior to the last day of the performance period for which an annual bonus is earned, and (iii) in the case of a long-term cash bonus, the date that is six months prior to the date on which such long-term cash bonus vests. Notwithstanding the foregoing, the Bonus Deferral Election for the 2004 annual bonus payable in 2005 and the Excess 401(k) Contributions Deferral Election for the 2005 calendar year may be made no later than December 31, 2004 and the Bonus Deferral Election made pursuant to Section 2.2(c) may be made no later than March 15, 2005. Each Deferral Election shall apply only to the year with respect to which it is made, and shall be irrevocable by the Participant and the Company as to that year, except as specifically provided in this Plan.


4.2 Payment Form Election . At the time a Participant make a Deferral Election, the Participant must also elect to receive distributions of the amounts credited to his or her Account pursuant to such Deferral Election (and any investment earn ...