Section # Partial Termination of the Plan Upon a Subsidiary Change of Control Event. Notwithstanding any other provision of the Plan, if an Employer undergoes a Subsidiary Change of Control Event, as defined below (a “Disaffiliated Subsidiary”), McDonald’s Corporation, in its sole discretion, may terminate the portion of the Plan (a “Partial Termination”) covering those Participants (“Disaffiliated Employees”) who as of the occurrence of such Subsidiary Change of Control Event are employed by such Disaffiliated Subsidiary. Any such Partial Termination of the Plan shall be implemented in accordance with and subject to the requirements imposed under Treasury Regulation Section 1.409A-3(j)(4)(ix)(B), including the following:

If a Change of Control occurs, each participant will be entitled to the maximum prorated award based on the number of full or partial months completed prior to the Change in Control during the Plan Year in which the Change in Control occurs.

“10. Change of Control. Any Plan provision to the contrary notwithstanding, if a Participant has a Termination of Employment for any reason after a Change of Control, the Participant’s Pre-2005 Benefit shall be paid in a single lump sum payment (determined as provided in [Section 11(b)]) within 30 days after January 1 of the calendar year immediately following such Termination of Employment.”

Partial Year of Participation. An individual who participates in the Plan for only part of a Plan Year (whether due to being newly hired or promoted, transferred to a new position, a job reclassification, a leave of absence, or any other reason) may receive prorated short-term incentive compensation for such Plan Year, as determined by the Plan Administrator in his, her, or its discretion.

Change of Control Termination. In the event that, at the time of or within one (1) year after a Change of Control, and during the Employment Period, Employee’s employment is Terminated Without Cause by the Employer or Employee Terminates Employee’s employment for Good Reason (each a “Change of Control Termination”), Employee shall be entitled to receive the payments and benefits specified in this [Section 8]. The date on which the Employer or Employee receives notice in accordance with [Section 15(i)] of a Change of Control Termination shall be deemed the “Change of Control Termination Date”.

Partial Termination with respect to such Subsidiary Change of Control Event.

Change of Control Termination. [Section 1] of the Option Agreement is hereby amended by the addition of a new paragraph # as follows:

resignation of employment (other than a Good Reason Resignation) before the job-end date specified by the Employer or while the Employer still desires the Eligible Employee’s services;

Change of Control Termination. A “Change of Control Termination” shall include termination of the Employee’s employment by the Employee for the following Good Reasons:

Termination during Plan Year. Termination or amendment of this Plan during a Plan Year may be retroactive to the beginning of the Plan Year, at the discretion of the Committee. If a Change in Control occurs, no amendment or termination may adversely affect amounts payable to a Participant without the consent of the Participant.