EXHIBIT 10-D
FIFTH AMENDMENT
TO THE
MCDONALD'S CORPORATION PROFIT SHARING PROGRAM
The McDonald's Corporation Profit Sharing Program (the "Plan"),
as amended and restated effective January 1, 1989 and subsequently
amended by the First Amendment, effective January 1, 1990, the Second
Amendment, generally effective May 1, 1992, the Third Amendment,
effective July 1, 1992 and the Fourth Amendment, generally effective
January 1, 1993 is hereby amended effective July 1, 1993, except as
otherwise provided herein.
I
Section 1.2(a) shall be amended to delete the phrase "the Profit
Sharing Plan portion of the Plan" and to substitute the following
therefore:
"receiving an allocation of Profit Sharing Contributions pursuant
to Section 7.1"
II
Effective January 1, 1993, section 1.14 shall be amended to read
as follows:
1.14 "Considered Compensation" of a Participant for a Plan Year
means:
(a) except as otherwise specified below, the Participant's
total compensation paid during the Plan Year to such
Participant by an Employer while an Active Participant
as reported in Box 1 of Internal Revenue Service Form
W-2 as revised for 1993 (or the equivalent box on any
comparable form for subsequent years) for the Plan
Year, increased by any amounts by which the
Participant's compensation is reduced by Participant
Elected Contributions under the McDESOP portion of the
Plan or any other portion of the Plan or of any Related
Plan which meets the requirements of Section 401(k) of
the Internal Revenue Code; compensation reduction
contributions for medical, dental or dependent care or
other benefits under a cafeteria plan meeting the
requirements of Section 125 of the Internal Revenue
Code; and excluding provisions for life insurance;
reimbursement or other payments for expenses related to
moving (other than the relocation bonus); any benefits
under the Plan or any other qualified plan described in
Section 401(a) of the Internal Revenue Code; and
distributions under McDonald's Profit Sharing Program
Equalization Plan ("McEqual"), McDonald's 1989
Executive Equalization Plan ("McCAP I") or the
McDonald's Supplemental Employee Benefit Equalization
Plan ("McCAP II"); income earned from stock options
granted under the McDonald's 1975 Stock Ownership
Option Plan; options, restricted stock, stock
appreciation rights, performance units and stock
bonuses awarded under the McDonald's 1992 Stock
Ownership Incentive Plan; Stock Exchange Rights or
Performance Units awarded under the McDonald's
Corporation 1978 Incentive Plan; payments to a
Participant for foreign service in the form of tax
gross-up benefits, allowances for cost of living,
housing and education, and other similar payments; and,
any severance pay and any special termination bonus
paid pursuant to a termination agreement;
(b) for purposes of Article XV (except for determining
whether a Participant is a Key Employee pursuant to
Section 15.2(d)) and for determining the limitations
under Article IX, Considered Compensation means total
compensation paid to the Participant by an Employer, a
Commonly Controlled Entity or a member of an Affiliated
Service Group in the Plan Year, including distributions
from any nonqualified deferred compensation plans
maintained by an Employer, Commonly Controlled Entity
or member of an Affiliated Service Group and amounts
paid or reimbursed by the employer for moving expenses
incurred by the Participant to the extent it is
reasonable to believe that such amounts are not
deductible by the Participant under Section 217 of the
Internal Revenue Code and excluding any salary
reduction contributions to a cafeteria plan meeting the
requirements of Code Section 125 or to the Plan or any
other qualified plan described in Section 401(a) of the
Internal Revenue Code, or the amount of the
Participant's Participant Elected Contributions under
the McDESOP portion of the Plan or any other portion of
the Plan or of any other plan which meets the
requirements of Section 401(k) of the Internal Revenue
Code, whether credited to the Participant's accounts
under the Plan, the McDonald's Supplemental Employee
Benefit Equalization Plan ("McCAP II"), the McDonald's
Profit Sharing Program Equalization Plan ("McEqual"),
the McDonald's 1989 Executive Equalization Plan
("McCAP I") or any other non-qualified deferred
compensation plans from time to time maintained by the
Company, or other deferred compensation, stock options,
and any other amounts which receive special tax
benefits;
(c) for the purpose of determining whether a Participant is
(1) a Highly Compensated Employee in accordance with
Section 1.30 or (2) a member of the Top Paid Group as
defined in Section 1.52 and (3) whether a Participant
is a Key Employee pursuant to Section 15.2(d),
Considered Compensation shall be the Participant's
Considered Compensation as defined in Section 1.14(b)
increased by the amount by which the Participant's
compensation is reduced pursuant to a compensation
reduction election under Section 5.1 or any Related
Plan which meets the requirements of Code Section
401(k) or pursuant to other compensation reduction
contributions for medical, dental or dependent care or
other benefits under a cafeteria plan meeting the
requirements of Section 125 of the Internal Revenue
Code;
(d) for the purpose of calculating (1) the actual
contribution percentage in accordance with Section 4.1,
(2) the actual deferral percentage in accordance with
Section 5.2 or (3) the multiple use test in accordance
with Section 5.4, Considered Compensation shall be the
Participant's compensation for the portion of the Plan
Year during which he or she was an Active Participant
as defined in Section 1.2(c) (i) as reported in Box 1
of his Internal Revenue Service Form W-2 as revised for
1993 (or the equivalent box on any comparable form for
subsequent years) plus (ii) any amounts by which the
Participant's compensation is reduced by Participant
Elected Contributions under the McDESOP portion of the
Plan or any other portion of the Plan or any other plan
which meets the requirements of Section 401(k) of the
Internal Revenue Code or compensation reduction
contributions for medical, dental or dependent care or
other benefits under a cafeteria plan meeting the
requirements of Section 125 of the Internal Revenue
Code;
(e) for the purpose of determining the amount of
Participant Elected Contributions pursuant to Section
5.1, Considered Compensation means a Participant's
Considered Compensation as defined in Section 1.14(a)
increased by expatriate equalization differentials and
reduced by all compensation not paid in cash, by cash
perquisites and by any payments for referrals to the
extent included in Considered Compensation as defined
in Section 1.14(a).
For purposes of Sections 1.14(a), (c), (d) and (e), Considered
Compensation taken into account under the Plan shall not exceed
$200,000 (in 1989, and as adjusted in subsequent years as provided by
the Secretary of the Treasury). In determining whether a
Participant's compensation for a Plan Year exceeds $200,000, if and
only to the extent required by the Internal Revenue Code, the
compensation of each Five Percent Owner and of each Participant who is
one of the ten Highly Compensated Employees paid the greatest
compensation (determined before the aggregation of the compensation of
any family member) shall include the compensation of such
Participant's spouse and lineal descendants who have not attained
age 19 before the end of the Plan Year earned as employees of
McDonald's or a Commonly Controlled Entity. Effective January 1,
1994, "$150,000" shall be substituted for "$200,000" in this
paragraph.
Anything to the contrary herein notwithstanding, Considered
Compensation for a Plan Year shall not be reduced by the pay for a
period of short term disability which is repaid to an Employer in a
subsequent Plan Year by a Participant who fails to complete the
requirements to be eligible to retain such pay.
III
The final paragraph of Section 1.30 is hereby deleted and the
following substituted therefore:
(h) In lieu of determining which individuals are Highly
Compensated Employees as provided in paragraphs (a), (b),
(c), and (d) of this Section 1.30, the Committee may elect
for any Plan Year to consider as a Highly Compensated
Employee for such Plan Year each Participant who performs
services as an employee for an Employer, Commonly Controlled
Entity or member of an Affiliated Service Group during such
Plan Year and who, during the Plan Year:
(1) was at any time a Five Percent Owner;
(2) received Considered Compensation in excess of $81,720
(for 1989, adjusted in subsequent years as provided by
the Secretary of the Treasury or his delegate);
(3) received Considered Compensation in excess of $64,245
(for 1993, adjusted in subsequent years as provided by
the Secretary of the Treasury or his delegate) and was
a member of the Top Paid Group; and
(4) was an officer of (or performed the duties of an
officer for) an Employer, a Commonly Controlled Entity
or member of an Affiliated Service Group and received
Considered Compensation in excess of fifty percent
(50%) of the amount in effect under Section
415(b)(1)(A) of the Internal Revenue Code ($98,064 for
1989, adjusted in subsequent years as provided by the
Secretary of the Treasury or his delegate).
(i) The Plan Administrator may elect for any Plan Year to
determine the Highly Compensated Employees for such year by
substituting (1) "$54,480" (in 1989, adjusted in subsequent
years provided by the Secretary of the Treasury or his
delegate) for "$81,720" (in 1989, adjusted in subsequent
years provided by the Secretary of the Treasury or his
delegate) in Sections 1.30(b) or 1.30(h)(2) as applicable,
and ignoring Sections 1.30(c) or 1.30(h)(3), respectively.
(j) A Plan Administrator may make any of the elections permitted
under Sections 1.30(h) and 1.30(i) for a Plan Year, may make
different elections from Plan Year to Plan Year and may make
different elections for different purposes under the Plan
(e.g., which Participants are considered to be Highly
Compensated Employees (1) for the purposes of calculating
the limits described in Sections 4.1(c), 5.2(e) and 5.4 and
(2) for other purposes under the Plan).
IV
Section 1.56(a)(6) shall be deleted.
V
A new Section 1.56(c) shall be added to read as follows:
(c) The Diversification Trust Sub-fund is part of the McDESOP
portion of the Plan but is held in the Profit Sharing Master
Trust in order to implement Participants' diversification
elections made in accordance with Section 10.12.
"Diversification Fund" means the portion of the Trust Fund
established by segregating the amounts transferred from
Participant's Employer Auxiliary ESOP Contribution Accounts,
Participant Elected Contribution Accounts and Employer
Matching Contribution Accounts in the McDESOP portion of the
Plan in accordance with Section 10.12.
VI
Section 1.57 shall be amended to read as follows:
1.57 "Valuation Date" means the last business day of each
calendar month and such additional dates as the Committee
may from time to time specify except that solely for the
purpose of valuing accounts to make distributions pursuant
to Article XI, "Valuation Date" means the fifteenth day of
each calendar month (or if the fifteenth day of the month is
not a business day, the next previous business day) and the
last business day of each calendar month and such additional
dates as the Committee may from time to time specify.
VII
Effective January 1, 1993, Section 4.3(a) is amended to read as
follows:
4.3 Annual Employer Contribution Elections.
(a) Minimum and Maximum Amount of Participant Elected
Matched Contributions. If Participant Elected Matched
Contributions are permitted for all or any portion of a
Plan Year, the Company by action of its Board of
Directors shall specify for the Plan Year or portion of
a Plan Year, the amount (either as a dollar amount or a
percentage of each Active Participant's Considered
Compensation) of such Participant Elected Matched
Contributions ("Specified Participant Elected Matched
Contributions") which shall be made on behalf of an
Active Participant in the absence of a contrary
election by the Participant and may also specify, the
minimum and maximum amounts of Participant Elected
Matched Contributions which a Participant may elect in
lieu of Specified Participant Elected Matched
Contributions (either as a dollar amount or a
percentage of each Participant's Considered
Compensation) for the Plan Year or portion of the Plan
Year as permitted by procedures established by the Plan
Administrator, provided that such minimum and maximum
amounts shall not be greater for any Plan Year than:
(1) five percent (5%) of the Participant's Considered
Compensation if the Participant is a staff or an
executive employee or a store manager,
(2) ten percent (10%) of the Participant's
Compensation if the Participant is a Certified
Swing Manager or primary maintenance employee, and
(3) eight percent (8%) of the Participant's
Compensation if the Participant is a crew member
or other hourly restaurant employee; and
VIII
The first paragraph of Section 5.1 is amended, effective
January 1, 1993, to substitute "seven percent (7%)" for "five percent
(5%)" in the second sentence thereof.
IX
The first two sentences of the second paragraph of Section 5.1
shall be deleted and the third sentence of the second paragraph shall
become the last sentence of the first paragraph of Section 5.1.
X
Section 10.6(a) up to the colon (:) shall be amended to read as
follows:
(a) Profit Sharing Plan. The assets of the Profit Sharing Plan
portion of the Trust shall be held in the following
Investment Funds:
XI
Section 10.6 shall be amended to add the following at the end
thereof:
(c) McDESOP Diversification Account. Participant Elected
Contributions which a Participant has elected to diversify
pursuant to Section 10.12(a) or (b) shall be credited to the
Participant's McDESOP Contribution Diversification Account
and invested in the Trust Investment Funds listed in Section
10.6(a) as provided in Section 10.12(a) or (b) as of the
first business day of the calendar month following the month
in which (1) the diversification election was made for
amounts diversified in accordance with Section 10.12(a) and
(2) the compensation (from which such Participant Elected
Contributions were taken) was paid or as of such earlier
date as the Committee shall provide for amounts diversified
in accordance with Section 10.12(b). Until such date as the
Committee shall provide otherwise, Participant Elected
Contributions and Employer Matching Contributions which the
Participant has elected to diversify pursuant to Section
10.12 shall be invested in the McDESOP McDonald's Common
Stock Fund until invested pursuant to the preceding
sentence.
XII
Section 10.8 shall be amended to read as follows:
10.8 Investment Election with Regard to a Participant's Profit
Sharing Fund Account and Diversification Account. Four times
each Plan Year (or on such more frequent basis as the
Committee shall permit), each Participant shall have the
right to elect, on such forms and in accordance with such
rules and procedures as the Committee may from time to time
prescribe, to have his Profit Sharing Fund Account
(including any amounts which have previously been invested
in the Profit Sharing McDonald's Common Stock Fund pursuant
to Section 10.7) and his Diversification Account, if any,
invested in the Diversified Stock Fund, the Bond Fund (for
periods before December 1, 1989), the Money Market Fund, the
Profit Sharing McDonald's Common Stock Fund, the Insurance
Contract Fund or the Multi-Asset Fund (for periods on or
after March 1, 1990 or other similar fund designated by the
Committee or in any combination of them; provided that
amounts which have been invested in the Profit Sharing
McDonald's Common Stock Fund in accordance with Section 10.7
shall remain invested in the Profit Sharing McDonald's
Common Stock Fund until a new investment election made by
the Participant in accordance with this Section 10.8 is
effective.
If a Participant makes a Diversification Election or a
Future Contribution Diversification Election in accordance
with Section 10.12, his Diversification Account, if any,
shall be invested in accordance with his Profit Sharing Fund
Account investment election in effect at the time of his
diversification election or in accordance with
Section 10.11(a) if no such investment election is in effect
and shall be invested in accordance with any subsequently
effective Investment Election as provided above. The
Participant's election as to the percentage of his Profit
Sharing Fund Account and Diversification Account to be
invested in each Investment Fund, shall be made in
increments of 10 percent (10%) up to 100 percent (100%). A
Participant may elect to invest as much as 100% of his
Profit Sharing Fund Account and Diversification Account in
the Profit Sharing McDonald's Common Stock Fund. Subject to
Section 10.7, a Participant's investment election shall be
effective until his next investment election is effective.
Notwithstanding the foregoing, the Bond Fund is dissolved
effective November 30, 1989. After November 30, 1989, any
effective investment election made by a Participant on any
date to invest contributions in the Bond Fund shall be
treated as an election to invest such contributions in the
Money Market Fund.
XIII
Sections 10.9 and 10.10 shall be amended to substitute "Four
times" for "Three times" in the first sentence of each such section.
XIV
Section 10.12 is hereby amended to read as follows:
10.12 Diversification of McDESOP Accounts and Contributions.
(a) Diversification of Account Balances.
(1) Elections by Qualified Participant. At the same
time that he may make an Investment Election in
accordance with Section 10.8 or during each Annual
Election Period, each Qualified Participant who is
an Employee, the total of whose Qualified Account
balances have, at any time, been equal to or more
than $500, shall be permitted to elect
("Diversification Election") to transfer an amount
equal to the difference between (A) 25 percent of
the sum of (i) the balances of the Participant's
Qualified Accounts which are Accounts under the
Plan plus (ii) the total amount previously
transferred under this Section 10.12(a) from the
Qualified Accounts which are Accounts under the
Plan to such Participant's Diversification Account
("Prior Diversification Transfers"), reduced by
(B) the total amount of such Participant's Prior
Diversification Transfers and to have the same
percentage of his future contributions or
allocations, to the Qualified Accounts credited to
his Diversification Account. Commencing with the
earlier of the first day of the sixth Plan Year
after the Participant became a Qualified
Participant or the first day of the calendar month
after he attains 60 years of age, a Qualified
Participant may make a Diversification Election,
(A) in accordance with such rules and procedures
and effective dates as the Committee shall from
time to time prescribe or (B) during his sixth
Annual Election Period, to transfer from his
Qualified Accounts which are Accounts in the Plan
to his Diversification Account an amount equal to
the difference between (A) 50 percent of the sum
of (i) the balances of the Participant's Qualified
Accounts which are Accounts under the Plan plus
(ii) the total amount of the Participant's Prior
Diversification Transfers, reduced by (B) the
total amount of the Participant's Prior
Diversification Transfers and to have the same
percentage of his future contributions to the
Qualified Accounts credited to his Diversification
Account.
If the total balances of a Qualified Participant's
Qualified Accounts under the Plan have, at any
time, been equal to or more than $500, a Qualified
Participant who has had a Termination of
Employment or the Beneficiary of a deceased
Qualified Participant may make a Diversification
Election, at such time and in such manner as such
elections are otherwise permitted pursuant to this
Section 10.12(a), with respect to 100 percent of
the balances of his Qualified Accounts; provided
that at the time such election is made the
Participant is not an employee of McDonald's or of
any Commonly Controlled Entity. Not later than
90 days after each Annual Election Period during
which the Participant makes a Diversification
Election or at such earlier dates as the
Committee, pursuant to Section 10.13 shall permit,
the applicable amount shall be transferred to the
Participant's Diversification Account under the
Plan and thereafter shall be invested in
accordance with the Participant's elections
pursuant to Section 10.8 or 10.11(a) but
determined without regard to Section 10.7. A
Participant to whom a distribution is payable
under Article X shall have the right to elect to
receive any distributions made from his
Diversification Account attributable to
Participant Elected Contributions or Employer
Matching Contributions in McDonald's common stock.
(2) "Qualified Participant" means a Participant who
has attained age 55 or the Beneficiary of a
deceased Participant who would have attained the
age of 55 if he were alive.
(3) "Annual Election Period" means the 90 day period
after the last day of each Plan Year commencing
with the Plan Year in which the Participant first
becomes a Qualified Participant.
(4) "Qualified Accounts" means a Qualified
Participant's accounts identified below:
(A) before July 1, 1990, the Qualified
Participant's Employer Auxiliary ESOP
Contribution Account (and any
corresponding accounts in McEqual,
McCAP I or McCAP II) and his McDonald's
Stock Sharing Plan Accounts (the latter
considering only the portion of the
balance attributable to Company Stock
acquired by the McDonald's Stock Sharing
Plan after December 31, 1986); and
(B) on or after July 1, 1990, the Qualified
Participant's Employer Auxiliary ESOP
Contribution Account, Participant
Elected Contribution Account and
Employer Matching Contribution Account
(and any corresponding accounts in
McEqual, McCAP I or McCAP II) and his
McDonald's Stock Sharing Plan Accounts
(the latter considering only the portion
of the balance attributable to Company
Stock acquired by the McDonald's Stock
Sharing Plan after December 31, 1986).
(b) Diversification of Future Contributions. If the sum of
the balances of a Participant's Participant Elected
Contribution Account and his Employer Matching
Contribution Account is equal to $1500 or more, the
Participant may make an election ("Future Contribution
Diversification Election") with respect to his future
Participant Elected Contributions in accordance with
such rules and procedures and effective dates as the
Committee shall from time to time prescribe, to have up
to 100 percent of the amount of such contributions, in
increments of 25 percent, credited to his
Diversification Account. Once he has made a Future
Contribution Diversification Election, a Participant
may change his election with respect to future
Participant Elected Contributions, in accordance with
such rules and procedures and effective dates as the
Committee shall from time to time prescribe, but each
such change shall only effect Participant Elected
Contributions made to the Plan after the date the
election is effective and before the date a new Future
Contribution Diversification Election becomes
effective.
The provisions of the Plan shall apply to Participants'
Diversification Accounts in the same manner as to
Participant Elected Contribution Accounts, except that
the balance in a Participant's Diversification Account
shall be invested in the Trust Investment Funds in the
same manner as the Participant elects to invest his
Profit Sharing Fund Account pursuant to Section 10.8 or
as provided in Section 10.11(a), whichever is
applicable, but determined without regard to Section
10.7. Contributions credited to a Participant's
McDESOP Contribution Diversification Account shall be
credited to the Investment Funds available under the
Profit Sharing Plan in the same proportions as the
Participant elects pursuant to Section 10.8 or as
provided in Section 10.11(a) whichever is applicable,
but determined without regard to Section 10.7. A
Participant to whom a distribution is payable under
Article X shall have the right to elect to receive any
distributions made from his Diversification Account in
McDonald's common stock.
XV
Section 10.18 is hereby amended to add the following sentence at
the end thereof:
For purposes of making the foregoing allocations, distributions
from Participants' Diversification Accounts shall be considered
to be part of the McDESOP portion of the Plan.
XVI
Section 11.2(a)(2) is hereby amended as follows:
(2) Termination for Reasons Other than Retirement or Disability
or Death. If a Participant has a Termination of Employment
for reasons other than retirement on or after his Vesting
Retirement Date, Disability or death, the Trustee shall
distribute the Participant's vested Net Balance Account,
subject to (i) the Participant's election to receive
nonperiodic or installment distributions or, (ii) if
applicable, Section 11.2(a)(2)(E) as follows:
(A) Profit Sharing Fund Account. The vested portion of the
Participant's Profit Sharing Fund Account shall be
distributed to the Participant in cash or in McDonald's
common stock, in accordance with Section 11.2(f),
within a reasonable time after the Participant elects
to receive or to commence receiving a distribution of
such account.
(B) Investment Savings Fund Account. The Participant's
Investment Savings Fund Account shall be distributed to
the Participant in cash within a reasonable time after
the Participant elects to receive or to commence
receiving a distribution of such account.
(C) Rollover Contribution Account and Rollover Contribution
Holding Account. The Participant's Rollover
Contribution Account and Rollover Contribution Holding
Account shall be distributed to the Participant in cash
within a reasonable time after the Participant elects
to receive or to commence receiving a distribution of
such account.
(D) McDESOP Accounts. The Participant's McDESOP Accounts,
including the vested portion of all accounts identified
in Section 1.1(a)(5) and in 1.1(b) shall be distributed
to the Participant in cash or in McDonald's common
stock as provided in Section 11.2(g) within a
reasonable time after the Participant elects to receive
or to commence receiving a distribution of such
account.
(E) Distributions in Default of Election. In the absence
of an election by a Participant to receive a
distribution of his entire vested Net Balance Account
or to commence to receive installment distributions at
least equal to the greater of the Minimum Distribution
Amount and the amount determined under Section
11.2(d)(3), his entire vested Net Balance Account shall
be distributed or to commence to be distributed within
a reasonable time after the last day of the Plan Year
in which he attains the age of 70 1/2, but not later
than his Required Beginning Date.
A Participant entitled to elect to receive a
distribution or to commence receiving distributions
pursuant to this Section 11.2(a)(2) is not entitled to
elect an annuity form of distribution.
XVII
Section 11.2(f) shall be amended to read as follows:
(f) Form of Profit Sharing Distributions. If the method of
distribution selected by a Participant includes either a
nonperiodic payment or installment payments or a combination
of nonperiodic payments and installments, the Participant
who has a Termination of Employment on or after his Vesting
Retirement Date or on account of Disability or Death may
elect, on such form and in such manner as the Committee
shall provide or permit, to receive the portion of his
vested Net Balance Account in the Profit Sharing Plan
distributed in cash or in shares of McDonald's common stock
or in any combination of the two as elected by the
Participant; provided however that, in the absence of an
election to receive shares of McDonald's common stock, such
distributions shall be made in cash and, further provided,
that the portion of such distribution distributed in the
form of shares of McDonald's common stock shall not, except
as otherwise provided below, exceed the value (if any) of
the Participant's interest in the Profit Sharing McDonald's
Common Stock Fund.
Until such time as a Participant's vested Net Balance
Account has been distributed, transferred to a Distribution
Fund in accordance with Section 10.27 or forfeited in
accordance with Section 11.4, any portion of the
Participant's Net Balance Account remaining in the Profit
Sharing Plan portion of the Plan shall continue to be
invested in accordance with Section 10.7 and the
Participant's (or his Beneficiary's) investment elections in
accordance with Sections 10.8, 10.9, 10.10 and 10.11, as
applicable.
XVIII
Effective January 1, 1989, Section 11.2(g) shall be redesignated
Section 11.2(h) and Section 11.2(f)(2) shall be redesignated Section
11.2(g) and shall be amended as read as follows:
(g) McDESOP Accounts. If the sum of the portion of a
Participant's vested balances in his Participant Elected
Contribution Account, Employer Matching Contribution Account
and Diversification Account to the extent it is attributable
to amounts diversified from his Participant Elected
Contributions or Employer Matching Contribution Account and
is invested in McDonald's common stock, consists of $1500 or
more as of the Valuation Date immediately preceding a
distribution, such accounts shall be distributed in the form
of shares of McDonald's common stock, unless the Participant
(or his Beneficiary) elects a distribution in cash. If the
sum of the portion of a Participant's vested balance in his
Employer Auxiliary ESOP Contribution Accounts and his
Diversification Account to the extent it is attributable to
amounts diversified from his Employer Auxiliary ESOP
Contribution Account and is invested in McDonald's common
stock consists of $1500 or more as of the Valuation Date
immediately preceding the date of distribution, such
accounts shall be distributed in the form of shares of
McDonald's common stock, unless the Participant (or his
Beneficiary) elects a distribution in cash. If the sum of
the portion of a Participant's vested balance in his
Participant Elected Contribution Account, Employer Matching
Contribution Account and his Diversification Account to the
extent it is attributable to his Participant Elected
Contributions or Employer Matching Contributions and is
invested in McDonald's common stock is less than $1500 as of
the Valuation Date immediately preceding the distribution,
such Accounts shall be distributed in cash, unless the
Participant (or his Beneficiary) elects to receive a
distribution in shares of McDonald's common stock. If the
sum of the portion of a Participant's vested Net Balance
Account in his Employer Auxiliary ESOP Contribution Account
and his Diversification Account to the extent it is
attributable to his Employer Auxiliary ESOP Contributions
and is invested in McDonald's common stock has a value of
less than $1500 as of the Valuation Date immediately
preceding the distribution, such Accounts shall be
distributed in cash, unless the Participant (or his
Beneficiary) elects to receive a distribution in shares of
McDonald's common stock. If any distribution in shares of
McDonald's common stock described in this Section 11.2 would
not be in whole shares, the value of any fractional share
shall be distributed in cash. A Participant or Beneficiary
who is entitled to a distribution may elect to receive a
cash distribution in lieu of McDonald's common stock or a
McDonald's common stock distribution in lieu of cash by
filing a written election with the Committee on forms
approved by the Committee and in a manner prescribed by the
Committee on or before the Valuation Date coincident with or
next preceding the date of distribution.
Until such time as a Participant's vested Net Balance
Account has been distributed, transferred to a Distribution
Fund in accordance with Section 10.27, or forfeited in
accordance with Section 11.4 (A) any portion of his Net
Balance Account in his Diversification Account shall
continue to be invested as provided in Section 10.12(b), and
(B) any portion of his Net Balance Account remaining in the
McDESOP portion of the Plan shall continue to be invested in
Company Stock and held therein.
If any McDonald's common stock distributed from a
Participant's Participant Elected Contribution Account,
Employer Matching Contribution Account or Diversification
Account is not readily tradeable on an established market
when distributed, the distributee shall have the put option
rights which are described in Section 6.5(b) with respect to
such shares.
XIX
Section 11.9 is hereby amended to read as follows:
11.9 Deadline for Payment of Benefits. Except to the extent that
a Participant in accordance with the Plan otherwise elects
and except to the extent it is not administratively
feasible, payment of benefits shall be made or commence not
later than sixty (60) days after the latest of (a) the close
of the Plan Year in which the Participant attains age fifty-
five (55), (b) the close of the Plan Year in which occurs
the tenth (10th) anniversary of the Plan Year in which the
Participant commenced participation, and (c) the close of
the Plan Year in which the Participant has a Termination of
Employment; provided that a Participant, who is entitled to
receive a distribution pursuant to this Section 11.9, must
submit a claim for benefits before any distributions will be
made hereunder.
XX
Section 11.11 shall be amended to read as follows:
11.11 Single Sum Payment without Election. Notwithstanding
any provisions of this Article XI (except Section 11.14 to
the extent therein provided) to the contrary, if the
Participant or Beneficiary is entitled to a distribution
because of the Participant's Break in Service (but not in
the case of a Break in Service without a Termination of
Employment), retirement on or after his Vesting Retirement
Date, death, Disability, or other Termination of Employment,
and if the value of the sum of (a) the vested portion of a
Participant's Net Balance Account under the Plan and (2) his
Accounts under the McDonald's Stock Sharing Plan does not
exceed $3,500, the Committee shall direct the immediate
distribution of such benefit prior to the annuity starting
date or other date of distribution or commencement of
distribution, regardless of any election or consent of the
Participant, his spouse, or other Beneficiary.
XXI
The reference to "Section 11.2(e)" in Section 11.12(a) shall be
amended to refer to "Section 11.12(e)".
XXII
The last sentence of Section 11.15 shall be amended to read as
follows:
This Section 11.15 shall not apply to any Participant who has a
Termination of Employment on or after January 1, 1993; provided
however, that this Section 11.15 will continue to apply to
Participants who had a Termination of Employment before
January 1, 1993, and who timely made the election provided
herein.
XXIII
A new Section 11.17 is hereby added to the plan to read as
follows:
11.17 Direct Rollovers. This Section 11.17 applies to
distributions made on or after January 1, 1993.
(a) Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Distributee's
election under this Section 11.17, a Distributee may
elect, at the time and in the manner prescribed by the
Committee, to have any portion of an Eligible Rollover
Distribution paid directly to an Eligible Retirement
Plan specified by the Distributee in a Direct Rollover;
subject to such reasonable administrative requirements
as the Committee may from time to time establish which
may include, but shall not be limited to, requirements
consistent with Treasury Regulations and other guidance
issued by the Internal Revenue Service permitting
de minimis standards for amounts eligible to be rolled
over or paid partly to the Participant and partly
rolled over. A Participant may make an election
pursuant to this Section 11.17 only after the
Distributee has met otherwise applicable requirements
for receipt of a distribution under the Plan, including
but not limited to any applicable requirements that the
Participant's spouse or (pursuant to a Qualified
Domestic Relations Order as defined in Section 16.5)
former spouse consent to the Participant's waiver of a
Qualified Joint and Survivor Annuity or Qualified
Preretirement Survivor Annuity.
If a Participant or Beneficiary elects to receive a
Direct Rollover or a distribution in a form other than
an annuity as provided in Section 11.2(a)(1)(C) or
11.3(a)(3)(C), such distribution may be made or
commence to be made less than 30 days after the notice
required under Section 1.411(a)-11(c) of the Income Tax
Regulations is given, provided that:
(1) the plan administrator clearly informs the
participant that the participant has a right to a
period of at least 30 days after receiving the
notice to consider the decision of whether or not
to elect a distribution (and, if applicable, a
particular distribution option), and
(2) the participant after receiving the notice
affirmatively elects a distribution
(b) In the absence of the adoption by the Committee of any
requirements to the contrary, the following shall
apply:
(1) A Distributee whose Eligible Rollover Distribution
is less than $200 upon the Valuation Date
immediately preceding the date of distribution
shall not be permitted to elect to have all or any
portion of the distribution made in the form of a
Direct Rollover.
(2) A Distributee who elects a Direct Rollover in an
amount equal to at least $500 may also elect to
have the remaining portion of his distribution
paid to the Distributee.
(3) A Distributee shall be permitted to divide an
Eligible Rollover Distribution into separate
distributions to be paid to two or more Eligible
Retirement Plans in two or more Direct Rollovers.
(4) A Distributee's election to make or not to make a
Direct Rollover with respect to a payment in a
series of periodic payments shall apply to all
subsequent payments in the series until the
Distributee changes his election.
(5) If a Distributee, who has been notified as to the
availability of the Direct Rollover option, fails
to elect a Direct Rollover with respect to an
Eligible Rollover Distribution, such Distributee
shall be deemed to have elected not to make a
Direct Rollover.
(c) As used in this Section 11.17, the following terms
shall have the following meanings:
(1) "Eligible Rollover Distribution" means any
distribution of all or any portion of the balance
to the credit of the Distributee, except that an
Eligible Rollover Distribution does not include:
any distribution that is one of a series of
substantially equal periodic payments (not less
frequently than annually) made for the life (or
life expectancy) of the Distributee or the joint
lives (or joint life expectancies) of the
Distributee and the Distributee's designated
Beneficiary, or for a specified period of ten
years or more; any distribution to the extent such
distribution is required under Section 11.13; and
the portion of any distribution that is not
includable in gross income (determined without
regard to the exclusion for net unrealized
appreciation with respect to employer securities).
(2) "Eligible Retirement Plan" means an individual
retirement account described in Section 408(a) of
the Internal Revenue Code, an individual
retirement annuity described in Section 408(b) of
the Internal Revenue Code, an annuity plan
described in Section 403(a) of the Internal
Revenue Code, or a qualified trust described in
Section 401(a) of the Internal Revenue Code, that
accepts the Distributee's Eligible Rollover
Distributions. However, in the case of an
Eligible Rollover Distribution to a Participant's
surviving spouse or surviving former spouse who is
a Distributee pursuant to a Qualified Domestic
Relations Order, an Eligible Retirement Plan is an
individual retirement account or individual
retirement annuity.
(3) "Distributee" means a Participant. In addition, a
Participant's surviving spouse and a former spouse
who is the alternate payee under a Qualified
Domestic Relations Order are Distributees with
regard to the interest of such spouse or former
spouse.
(4) "Direct Rollover" means a payment by the Plan to
the Eligible Retirement Plan specified by the
Distributee.
XXIV
Except as amended herein, the Plan as previously amended shall
remain in full force and effect.
Executed in multiple copies this 17th day of December, 1993.
McDonald's Corporation
By: /s/ Stanley R. Stein
Its: Senior Vice President