EXHIBIT 10(c)(ii)
McDONALD's
PROFIT SHARING PROGRAM EQUALIZATION PLAN
("McEQUAL")
McDONALD's
PROFIT SHARING PROGRAM EQUALIZATION PLAN
("McEQUAL")
Section 1
Introduction
1.1 The Plan and Its Effective Date. The McDonald's Profit
Sharing Program Equalization Plan (the "Plan" or "McEqual"), was
established effective January 1, 1989, by the merger, amendment
and restatement of the McDonald's Supplemental Employee Benefit
Equalization Plan, established effective January 1, 1983,
approved by the shareholders on May 19, 1983, and amended and
restated effective January 1, 1987, and the McDESOP Equalization
Plan, established effective January 1, 1986, approved by the
shareholders on May 23, 1986, and amended and restated effective
January 1, 1987. The Plan which was further amended and restated
effective January 1, 1989, and January 1, 1990 is hereby amended
and restated effective January 1, 1996, except as otherwise
provided herein.
1.2 Purpose. McDonald's Corporation ("McDonald's" or the
"Company") maintains the McDonald's Corporation Profit Sharing
Program ("Profit Sharing Program") which has four components, the
Profit Sharing Plan, McDESOP, the Leveraged ESOP and the
McDonald's Stock Sharing Plan which are intended to meet the
requirements of a qualified plan under the Internal Revenue Code
of 1986, as amended (the "Code"). While Code Section 415 places
limitations on the maximum amount of contributions and benefits
which may be paid under a qualified plan ("Limits"), the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"),
permits the payment under an "excess benefit plan" of the
benefits which may not be paid under a qualified plan because of
such Limits. The purpose of the Plan is to provide benefits
which would be provided under the Profit Sharing Program, as
presently in effect and as hereafter from time to time amended,
but which are not provided thereunder because of the Limits. In
determining the amounts to be credited to an Active Participant's
accounts during a Plan Year under the Plan, the Profit Sharing
Program, the McDonald's 1989 Executive Equalization Plan
("McCAP I") and the McDonald's Supplemental Employee Benefit
Equalization Plan ("McCAP II"), the Committee may make
assumptions based upon reasonable estimates and, as necessary,
make subsequent adjustments to the extent the estimates prove to
be incorrect.
1.3 Defined Terms. Except as otherwise indicated
capitalized terms used in this plan document which are not
defined herein have the same meaning as the same term in the
McDonald's Profit Sharing Program.
Section 2
Participation and Benefits
2.1 Eligibility for and Amount of Benefits. Subject to the
conditions and limitations of the Plan, if for any year an
employee of the Company or any other entity which has adopted the
Plan in accordance with Section 4 who is a participant in the
Profit Sharing Program has the amount of employer contributions
(including Participant Elected Contributions) and forfeitures
which would have been allocated to his accounts under the Profit
Sharing Program reduced pursuant to the Limits as stated in
Article IX thereof, the amount of each such reduction shall be
credited to such employee's "McEqual Account" hereunder ("Annual
Benefit Credits") and he shall be an active participant for such
year ("Active Participant"). Notwithstanding the foregoing, any
amount distributed to a participant in the Profit Sharing Program
in accordance with Sections 4.1(c), 5.2(c), 5.2(e) or 5.4 of the
Profit Sharing Program shall be considered an amount which was
received under the Profit Sharing Program in the calendar year
for which the amount was contributed to the Profit Sharing
Program (or would have been so contributed in the absence of the
Limits). A person who was a participant in the McDonald's
Supplemental Employee Benefit Equalization Plan or the McDESOP
Equalization Plan before January 1, 1989 or who becomes an Active
Participant thereafter shall remain a participant ("Participant")
with respect to amounts credited to his McEqual Account until the
amounts credited to his McEqual Account have been distributed.
2.2 Income Credits. Amounts credited to a Participant's
McEqual Account for periods before January 1, 1996 shall be
credited to Participant's McEqual Accounts as provided by the
Plan as then in effect. Such amounts and amounts credited to a
Participant's McEqual Account with respect to periods after
December 31, 1995 shall be credited with earnings, gains and
losses as described below:
(a) McEqual Profit Sharing Investment Account. The
portion of a Participant's Annual Benefit Credits which in
the absence of the Limits would have been Employer Profit
Sharing Contributions to the Profit Sharing portion of the
Profit Sharing Program shall be credited to the
Participant's McEqual Profit Sharing Investment Account for
a calendar year. A Participant's McEqual Profit Sharing
Investment Account shall also be credited with any amounts
with respect to which a Participant has made a
Diversification Election, as provided in Section 2.3 and any
amounts subject to any election made by the Participant
pursuant to Section 2.4. A Participant's McEqual Profit
Sharing Investment Account shall be credited with net
earnings, gains and losses as of the Valuation Date under
the Profit Sharing Program in an amount equal to the amount
which such account would have earned, gained or lost if at
all times such amounts and the income credited thereon were
fully invested in the same manner as the Participant's
Employer Profit Sharing Contribution Account under the
Profit Sharing Program.
(b) McEqual McDonald's Common Stock Account. Subject
to Section 2.3, the portion of a Participant's Annual
Benefit Credits which, in the absence of the Limits, would
have been credited to such Active Participant's accounts
under the Profit Sharing Program with respect to Participant
Elected Contributions, Employer Matching Contributions and
Employer Leveraged ESOP Contributions shall be credited to
the Participant's McEqual McDonald's Common Stock Account
for a calendar year. A Participant's McEqual McDonald's
Common Stock Account shall be credited with net earnings,
gains and losses as of each Valuation Date under the Profit
Sharing Program in an amount equal to the amount which such
account would have earned, gained or lost if such amounts
and the income credited thereon were at all times fully
invested in the Profit Sharing McDonald's Common Stock Fund.
2.3 Diversification of Investments. If a Participant makes
a Diversification Election in accordance with the provisions of
Section 10.10 of the Profit Sharing Program (the "Diversification
Election"), his corresponding McEqual accounts and subaccounts
containing the contributions and income with respect thereto
which, if not for the Limits, would have been credited to his
accounts under the McDESOP or the Leveraged ESOP portions of the
Profit Sharing Program shall to the same extent be credited to
the Participant's McEqual Profit Sharing Account and shall
thereafter be credited with income as provided in Section 2.2(a).
2.4 Transfers to the Profit Sharing Investment Account. A
Participant may make an irrevocable election to have all amounts
which have been credited to his McEqual McDonald's Common Stock
Account through March 31, 1991, which represent amounts which
except for the Limits would have been credited to the Profit
Sharing Plan portion of the Profit Sharing Program and any
accumulated income credited thereon, credited with earnings,
gains and losses as of each Valuation Date, as defined in the
McDonald's Profit Sharing Program, equal to the amount which such
credited amounts would have earned, gained or lost if at all
times after the effective date of such election such amounts and
the income credited thereon had been fully invested in the
McEqual Profit Sharing Investment Account. Any election made
pursuant to this Section shall be completed, delivered to the
Committee and made effective in such manner and at such time as
the Committee shall determine in accordance with its rules
concerning the manner of making investment elections under the
Profit Sharing Plan portion of the Profit Sharing Program.
2.5 Vesting. A Participant shall be vested in the portion
of his McEqual Account which in the absence of the Limits would
have been allocated to his Profit Sharing Account under the
Profit Sharing Program and the earnings, gains or losses thereon
to the same extent he is vested in his Profit Sharing Account
under the Profit Sharing Program. A Participant shall be vested
in the portions of his McEqual Account which in the absence of
the Limits would have been allocated to his Leveraged ESOP
Account under the Profit Sharing Program and the earnings, gains
or losses thereon to the same extent that he would have been
vested in his Employer Leveraged ESOP Account under the Profit
Sharing Program. All other amounts credited to a Participant's
McEqual Account and the earnings thereon shall be fully vested.
2.6 Payment of Benefits. Distributions of the McEqual
Account of a Participant who has not made a Delinking Election,
as provided in Section 2.8, shall be made as follows:
(a) McDESOP Portion of McEqual Account. The portion
of a Participant's McEqual Account which in the absence of
the Limits would have been benefits provided by the McDESOP
portion of the Profit Sharing Program shall be paid to him
in cash at the same time and in the same form (other than in
the form of an annuity purchased from an insurance company)
that his account under the McDESOP portion of the Profit
Sharing Program is paid or commences to be paid.
(b) Profit Sharing Plan Portion of McEqual Account.
The portion of a Participant's McEqual Account which in the
absence of the Limits would have been benefits provided by
the Profit Sharing Plan portion of the Profit Sharing
Program shall be paid to the Participant in cash at the same
time and in the same form (other than in the form of an
annuity purchased from an insurance company) that his
accounts under the Profit Sharing Plan portion of the Profit
Sharing Program are paid or commence to be paid.
(c) Leveraged ESOP Portion of McEqual Account. The
portion of a Participant's McEqual Account which in the
absence of the Limits would have been benefits provided by
the Leveraged ESOP portion of the Profit Sharing Program
shall be paid to him in cash at the same time and in the
same form (other than in the form of an annuity contract
purchased from an insurance company) that benefits are paid
under the Leveraged ESOP portion of the Profit Sharing
Program.
(d) Annuity Elections. A participant in the Profit
Sharing Program who elects to receive his accounts under the
Profit Sharing Program in the form of an annuity shall
receive payment of the same portions of his McEqual Accounts
in installment payments over a period certain equal to the
joint and last survivor life expectancy of the Participant
and his beneficiary, if any, at the time that the annuity is
purchased under the Profit Sharing Program.
(e) Qualified Domestic Relations Order.
Notwithstanding the foregoing, no distribution shall be made
in accordance with Sections 2.6(a), 2.6(b) or 2.6(c) on
account of the payment, under the Profit Sharing Program, of
a distribution from the account of a participant who is, at
the time of distribution, an active McDonald's employee, nor
shall such a distribution be made on account of a
distribution made from the Profit Sharing Program in
accordance with a qualified domestic relations order except
as provided in Section 3.8.
2.7 Beneficiary Designation. Absent a Beneficiary
Delinking Election by a Participant under Section 2.8(c):
(a) A Participant's McEqual Profit Sharing Account
shall be paid to the beneficiary entitled to receive his
Profit Sharing Accounts under the Profit Sharing Program in
the same form and same time as distributions are made
thereunder.
(b) A Participant's McEqual McDESOP Account shall be
paid to the beneficiary entitled to receive his McDESOP
Accounts under the Profit Sharing Program in the same form
and same time as distributions are made thereunder.
(c) A Participant's McEqual Leveraged ESOP Account
shall be paid to the beneficiary entitled to receive his
Leveraged ESOP Accounts under the Profit Sharing Program in
the same form and the same time as distributions are made
thereunder.
If a beneficiary who is entitled to do so does not make a
Delinking Election as provided in Section 2.8(d), the
distribution of his accounts shall be made as provided in this
Section 2.7 beginning no earlier than the applicable date
provided in Section 2.8(d).
2.8 Delinking Election. Delinking elections shall only be
made by Participants who are on the McDonald's Executive Payroll
and the beneficiaries of such Participant as permitted below.
Distributions of McEqual Accounts pursuant to a Delinking
Election, as provided in Section 2.8(b) or 2.8(d), (the
"Delinking Election") shall be made in accordance with this
Section 2.8 rather than Section 2.6. A Participant's Delinking
Election shall be irrevocable except to the extent provided in
this Section 2.8.
(a) Active Employees. Each Participant who has made a
Delinking Election as to distributions to be made in his
lifetime, as provided herein, shall receive distributions
after he has a Termination of Employment and during his life
in accordance with this Section 2.8(a) ("Lifetime Delinking
Election").
(1) Time of Lifetime Delinking Election. A
Participant who is an active employee on or after
September 1, 1995, may make a Lifetime Delinking
Election or a revised Lifetime Delinking Election to
change the form or timing of distributions under his
Lifetime Delinking Election at any time.
(2) Complete Election. Each Lifetime Delinking
Election shall designate the date on which the
Participant's account balances are to be paid or
commence to be paid and shall select whether payments
are to be made in the form of a single sum payment or
in installments. Installments may be paid monthly,
quarterly or annually over a period designated in the
Lifetime Delinking Election by the Participant which
period which shall not exceed the period specified in
Section 2.9(b). A Lifetime Delinking Election shall
not be effective unless it is complete and includes an
election as to the timing and form of the distribution
or distributions.
(3) Distribution Election. Each Participant who
is an active employee and who has made a Lifetime
Delinking Election shall be permitted to make a new
Lifetime Delinking Election changing his elections as
to the timing and form of his distribution. Each such
Lifetime Delinking Election which is made before
October 31, or such earlier date as the Committee shall
designate by giving notice to Participants, shall be
effective the next January 1 and shall remain effective
through at least December 31 of such year. In the
absence of a new Lifetime Delinking Election the
Participant's prior Lifetime Delinking Election shall
stay in effect from year to year. The Lifetime
Delinking Election of a Participant who has a
Termination of Employment shall become irrevocable.
(4) Qualified Domestic Relations Order. No
distributions shall be made in accordance with Section
2.9 on account of the payment, under the Profit Sharing
Program, of a distribution from the McEqual Account of
a Participant who is, at the time of distribution, an
active McDonald's employee, nor shall such a
distribution be made on account of a distribution made
from the Profit Sharing Program in accordance with a
qualified domestic relations order except as provided
in Section 3.8.
(b) Former Employees. Each Participant who was a
former employee on September 20, 1995, may make a Lifetime
Delinking Election or a Beneficiary Delinking Election, on
or before October 31, 1995, with respect to his McEqual,
McCAP I and McCAP II account balances available for
distribution after December 31, 1995. Such a Lifetime
Delinking Election shall be irrevocable in all respects and
shall designate both the form in which the distributions are
to be made (a single sum distribution or monthly, quarterly
or yearly installments paid over a period not to exceed the
period specified in Section 2.9(b), and the date on which
distributions will be made, if in a single sum, or commence
to be made, if in installments. Under a Beneficiary
Delinking Election, the former employee's beneficiary
designation under the Profit Sharing Program shall no longer
apply to designate his beneficiary under McEqual, McCAP I
and McCAP II and he shall complete a separate beneficiary
designation which shall not name different beneficiaries to
receive the Profit Sharing, McDESOP, leveraged ESOP and
Stock Sharing portions of McEqual, McCAP I and McCAP II.
Except as provided in this Section 2.8(b), Lifetime
Delinking Elections or Beneficiary Delinking Elections shall
not be made by former employees.
(c) Beneficiary Delinking Election. Effective on July
1, 1996 or at such earlier date as the Committee designates,
each Participant who is an active employee may make an
election to delink his beneficiary designation under the
Plan, McCAP I and McCAP II (a "Beneficiary Delinking
Election") may elect to designate beneficiaries to receive
his McEqual Accounts which may or may not be different
persons than the beneficiaries designated to receive his Net
Balance Accounts under the Profit Sharing Program. Under a
Beneficiary Delinking Election, a Participant shall not name
different beneficiaries to receive the Profit Sharing,
McDESOP, Leveraged ESOP and Stock Sharing portions of the
Plan, McEqual and McCAP II. However, several beneficiaries
can be designated to receive a proportion of the total of
such benefits.
(d) Beneficiary's Elections. Each beneficiary of a
deceased Participant who before his death made a Beneficiary
Delinking Election and each beneficiary who is the
beneficiary of a Participant who died before September 20,
1995, shall have a one time opportunity to make an election
designating the form (a single sum distribution or monthly,
quarterly or yearly installments) and the date on which
distributions will be made, if in a single sum, or commence
to be made, if in installments (a "Form of Payment Delinking
Election") as follows:
(1) The beneficiary of a former employee who died
before September 20, 1995, must make his Form of
Payment Delinking Election hereunder not later than
October 31, 1995 and such election shall be made with
respect to amounts which otherwise would not be paid
until after December 31, 1995. If such a beneficiary
does not make a Delinking Election, distributions shall
be made as provided in Section 2.7.
(2) The beneficiary of a deceased Participant who
had made a Beneficiary Delinking Election before his
death shall make a Form of Payment Delinking Election
within 183 days of the date of such Participant's
death. Whether or not such a beneficiary makes a Form
of Payment Delinking Election, distributions to such a
beneficiary shall not commence any earlier than 90 days
after the one year anniversary of the Participant's
death. Distributions made to such a beneficiary in the
form of installments shall be made over a period, not
to exceed the period specified in Section 2.9(b). If
the beneficiary of a deceased Participant, who had made
a Beneficiary Delinking Election before his death, does
not make a Form of Payment Delinking Election, his
account balances shall be distributed in a single sum
no sooner than the 90th day after the first anniversary
of the Participant's death.
The beneficiary of a Participant's beneficiary who
was subject to a Bbeneficiary Delinking Election shall
receive his benefit in a single sum payment as soon as
administratively feasible after the Valuation Date
immediately following the beneficiary's death and the
administrative determination of the identity of such
beneficiary's beneficiary.
(3) If a deceased Participant who has made a
Delinking Election fails to designate a beneficiary or
designates as beneficiary an individual who predeceases
the Participant or an entity which ceases to exist
before the Participant's death, the Participant's
beneficiary for purposes of the Plan shall be his
Beneficiary as designated in the Profit Sharing Plan.
2.9 Installment Payments.
(a) Order of Payment of Accounts. Installment
distributions under a Delinking Election made pursuant to
Section 2.8 shall be paid:
(1) first, from the Participant's or
beneficiary's leveraged ESOP account under McEqual,
McCAP I and McCAP II, in that order;
(2) second, from the Participant's or
beneficiary's McDESOP account under McEqual, McCAP I
and McCAP II, in that order; and
(3) last, from the Participant's or beneficiary's
Profit Sharing account under McEqual, McCAP I and
McCAP II in that order.
(b) Minimum Period of Payment. Participants or
Beneficiaries electing to receive installment payments may
elect to receive substantially equal payments over a fixed
period of not more than 25 years or payments in a fixed
dollar amount which shall not be less than the amount which
at the time the election is made would be expected, assuming
no interest and no mortality, to result in the payment of
the Participants' accounts under McEqual, McCAP I and McCAP
II in a period not in excess of 25 years.
2.10 Limitation on Elections and Payments. Notwithstanding
any other provision of this Section 2:
(a) no investment election or other election which is
permitted hereunder to be made by any individual who is an
officer or director of the Company for the purposes of
Section 16 of the Securities Exchange Act of 1934, as
amended (the "Act"), shall be effective before the first
date that such election could be made effective without
being considered a nonexempt purchase or sale under
Section 16(b) of the Act, and
(b) no distribution from the Plan shall be made
hereunder to any person who, at the time of distribution,
is, or within the immediately preceding six months was, an
officer or director of the Company for purposes of Section
16 of the Act before the first date that such distribution
would not be a nonexempt purchase or sale under Section
16(b) of the Act.
2.11 Valuation of Accounts. The value of any portion of a
Participant's McEqual Profit Sharing Account to be paid in cash
shall be valued as of the Valuation Date, as defined in the
McDonald's Profit Sharing Program, preceding the date of payment,
based upon the value of the Investment Funds under the Profit
Sharing Plan portion of the Profit Sharing Program. The value of
any portion of a Participant's McEqual McDonald's Common Stock
Account to be paid in cash shall be valued as of the Valuation
Date, preceding the date of payment, using the values of
McDonald's Common Stock determined for the Profit Sharing
McDonald's Common Stock Fund.
2.12 Funding. Benefits payable under the Plan to any person
shall be paid directly by the Company or other adopting employer
(collectively called "Employers") which employs such person. The
Employers shall not be required to fund, or otherwise segregate
assets to be used for payment of benefits under the Plan. While
the Employers may, in the discretion of the Board of Directors,
make investments (a) in shares of McDonald's common stock through
open market purchases or (b) in other investments in amounts
equal or unequal to amounts payable hereunder, the Employers
shall not be under any obligation to make such investments and
any such investment shall remain an asset of the contributing
Employer subject to the claims of its general creditors.
Notwithstanding the foregoing, the Employers, in the discretion
of the Company, may maintain one or more trusts to hold assets to
be used for payment of benefits under the Plan; provided that the
assets of such trust shall be subject to the creditors of the
contributing Employer in an amount equal to the amount held in
the trust multiplied by the percentage of all McEqual account
balances which represent amounts credited to Participants on
account of their being employees of such Employer in the event
such Employer becomes insolvent or is subject to bankruptcy or
insolvency proceedings. Any payments by such a trust of benefits
provided to a Participant under the Plan shall be considered
payment by the Participant's Employer and shall discharge such
Employer of any further liability under the Plan for the payments
made by such trust.
Section 3
Miscellaneous
3.1 Plan Administration. The Plan shall be administered by
the Committee responsible for administration of the Profit
Sharing Program ("Committee"). The Committee shall have, to the
extent appropriate, the same powers, rights, duties and
obligations with respect to the Plan as it has with respect to
the Profit Sharing Program.
3.2 Employment Rights. Establishment of the Plan shall not
be construed to give any Participant the right to be retained in
the Company's service or to any benefits not specifically
provided by the Plan, nor shall the establishment of the Plan in
any manner modify the Company's right to modify, amend or
terminate the Profit Sharing Program, McCAP I or McCAP II.
3.3 Interests Not Transferable. Except as to withholding
of any tax under the laws of the United States or any state or
locality or as provided in Section 3.8, no benefit payable at any
time under the Plan shall be subject in any manner to alienation,
sale, transfer, assignment, pledge, attachment, or other legal
process, or encumbrance of any kind. Any attempt to alienate,
sell, transfer, assign, pledge or otherwise encumber any such
benefits, whether currently or thereafter payable, shall be void.
No benefit shall, in any manner, be liable for or subject to the
debts or liabilities of any person entitled to such benefits. If
any person shall attempt to, or shall alienate, sell, transfer,
assign, pledge or otherwise encumber his benefits under the Plan,
or if by reason of his bankruptcy or other event happening at any
time, such benefits would devolve upon any other person or would
not be enjoyed by the person entitled thereto under the Plan,
then the Company, in its discretion, may terminate the interest
in any such benefits of the person entitled thereto under the
Plan and hold or apply them to or for the benefit of such person
entitled thereto under the Plan or his spouse, children or other
dependents, or any of them, in such manner as the Company may
deem proper.
3.4 Unclaimed Amounts. Unclaimed amounts shall consist of
the amounts of the McEqual Accounts of a Participant which cannot
be distributed because of the Committee's inability, after a
reasonable search, to locate a Participant or his beneficiary
within a period of two (2) years after the payment of benefits
becomes due. Unclaimed amounts shall be forfeited at the end of
such two-year period. These forfeitures will reduce the
obligations of the Company under the Plan. After an unclaimed
amount has been forfeited, the Participant or beneficiary, as
applicable, shall have no further right to his McEqual Account.
3.5 Controlling Law. The law of Illinois, except its law
with respect to choice of law, shall be controlling in all
matters relating to the Plan to the extent not preempted by
ERISA.
3.6 Gender and Number. Words in the masculine gender shall
include the feminine, and the plural shall include the singular
and the singular shall include the plural.
3.7 Action by the Company. Except as otherwise
specifically provided herein, any action required of or permitted
by the Company under the Plan shall be by resolution of the Board
of Directors of McDonald's Corporation or any member of the
Committee or person(s) authorized by resolution of the Board of
Directors of McDonald's Corporation.
3.8 Qualified Domestic Relations Order.
(a) Notwithstanding Section 3.3, the Committee shall
comply with the provisions of any order determined by the
Committee to be a Qualified Relations Order.
(b) "Qualified Domestic Relations Order" means any
judgment, decree, or order (including approval of a property
settlement agreement):
(1) which is made pursuant to a state domestic
relations law (including a community property law);
(2) which relates to the provision of child
support, alimony payments, or marital property rights
to a spouse, former spouse, child, or other dependent
of a Participant;
(3) which creates or recognizes the existence of
an alternate payee's right to or assigns to an
alternate payee the right to receive all or a portion
of the Participant's Accrued Benefit under the Plan;
and
(4) with respect to which the requirements of
paragraphs (c) and (d) are met.
(c) A domestic relations order can be a Qualified
Domestic Relations Order only if such order clearly
specifies:
(1) the name and the last known mailing address,
if any, of the Participant and the name and mailing
address of each alternate payee covered by the order;
(2) the amount or percentage of the Participant's
Accrued Benefit to be paid by the Plan to each such
alternate payee, or the manner in which such amount or
percentage is to be determined;
(3) the number of payments or period to which
such order applies; and
(4) each plan to which such order applies.
(d) A domestic relations order can be a Qualified
Domestic Relations Order only if such order does not
(1) require the Plan to provide any type or form
of benefit, or any option not otherwise provided under
the Plan;
(2) require the Plan to provide increased
benefits (determined on the basis of actuarial value);
or
(3) require the payment of benefits to an
alternate payee which are required to be paid to
another alternate payee under another order previously
determined to be a Qualified Domestic Relations Order.
(e) In the case of any payment before a Participant
has had a termination of employment, a domestic relations
order shall not be treated as failing to meet the
requirements of Section 3.8(d)(l) solely because such order
requires that payment of benefits be made to an alternate
payee:
(1) without regard to the Participant's
attainment of any specified age;
(2) as if the Participant had retired on the date
on which such payment is to begin under such order; and
(3) in any form in which such benefits may be
paid under the Plan to the Participant.
Section 4
Subsidiary Participation
4.1 Adoption of Plan. Any Commonly Controlled Entity,
Commonly Controlled Corporation, Domestic Affiliate or Foreign
Affiliate, as defined in the Profit Sharing Program, which has
adopted a portion of the Profit Sharing Program may, with the
approval of the Committee and under such terms and conditions as
the Committee may prescribe, adopt the corresponding portions of
the Plan by resolution of its board of directors.
4.2 Withdrawal from the Plan by Participating Employer.
While it is not the present intention of any adopting employer to
withdraw from the Plan, any such employer other than the Company
shall have the right, at any time, upon the approval of and under
such conditions as may be provided by the Committee, to withdraw
from the Plan by delivering to the Committee written notice of
its election so to withdraw.
Upon receipt of such notice by the Committee, the McEqual
Accounts of Participants employed by the withdrawing employer as
of the date of withdrawal shall be distributed by such employer
in cash at such time or times as the Committee, in its sole
discretion, may deem to be in the best interest of such
Participants or their beneficiaries.
Section 5
Amendment and Termination
The Company intends the Plan to be permanent, but reserves
the right at any time by action of its Board of Directors or by
the Committee (in accordance with the restrictions in the
following paragraph) to modify, amend or terminate the Plan
notwithstanding that an amendment may change the timing or the
optional form of benefit elected by a Participant in a Delinking
Election or the timing or optional form of benefit in which a
Participant's benefits would otherwise have been paid under
Section 2, provided, however, that if a Participant has a McEqual
Account, benefits provided under Section 2.1 hereof shall
constitute an irrevocable obligation of the employer to the same
extent that such McEqual Account, had it been an account under
the Profit Sharing Program, would have been an irrevocable
obligation of the Profit Sharing Program.
The Committee shall have the same authority with respect to
the adoption of amendments to the Plan as the Board of Directors
in the following circumstances:
(a) to adopt amendments to the Plan which the
Committee determines are necessary or desirable for the Plan
to comply with or to obtain benefits or advantages under the
provisions of applicable law, regulations or rulings or
requirements of the Internal Revenue Service or other
governmental administrative agency or changes in such law,
regulations, rulings or requirements; and
(b) to adopt any other procedural or cosmetic
amendment that the Committee determines to be necessary or
desirable that does not materially change benefits to
Participants or their beneficiaries or materially increase
the Company's or adopting employers' contributions to the
Plan.
The Committee shall provide notice of amendments adopted by
the Committee to the Board of Directors on a timely basis.
Executed in multiple originals this 18th day of December, 1995.
McDONALD'S CORPORATION
By: /s/ Stanley R. Stein
_________________________
Stanley R. Stein
Senior Vice President