I. Statement of Purpose

The Sustainability and Corporate Responsibility Committee is a standing committee of the Board of Directors. The purpose of the Committee is to act in an advisory capacity to the Board of Directors and management with respect to policies and strategies that pertain to the Company's corporate social responsibilities and its performance as a sustainabile organization.

II. Organization

1. Charter. At least annually, this charter shall be reviewed and reassessed by the Committee and any proposed changes shall be submitted to the Board of Directors for approval.
2. Members. The members of the Committee shall be appointed by the Board of Directors and shall consist solely of non-employee Directors, all of whom meet the independence requirements of the New York Stock Exchange and applicable policies of the Board of Directors. The Committee shall be comprised of at least three members. Committee members may be removed by the Board of Directors. The Board of Directors shall also designate a Committee Chairperson.
3. Meetings. he Committee shall establish a schedule of meetings each year. Additional meetings may be scheduled as required.
4. Agenda, Minutes and Reports. The Chairperson of the Committee shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all meetings of the Committee shall be prepared and circulated in draft form to all Committee members to ensure an accurate final record, and shall be approved at a subsequent meeting of the Committee. The minutes shall be distributed periodically to the full Board of Directors. The Committee shall make regular reports to the Board of Directors.

III. Responsibilites

1. Review and evaluate the Company's programs and activities relating to corporate responsibility and sustainability, including, but not limited to: nutrition and well-being initiatives; supply chain practices; environmental responsibility; employment practices; government relations initiatives; diversity initiatives; marketing and communication practices; philanthropic and community efforts; and other iniativies that may impact McDonald's corporate responsibility and sustainability efforts.
2. Review legislative and regulatory matters that may have a significant impact on the Company's activities and that may affect the Company's reputation as a sustainable and socially responsible organization (recognizing that other committees of the Board of Directors assist the Board in reviewing certain areas of legal and regulatory compliance).
3. Review other social, political, economic and environmental trends that may have a significant impact on the Company's business activities and performance.
4. In accordance with the Company’s Corporate Governance Principles and the Governance Committee Charter, review and make recommendations with respect to shareholder proposals relating to corporate responsibility and sustainability matters, if requested to do so by the Governance Committee.
5. Periodically evaluate its own performance.

IV. Acess Delegation and Other Duties

1. In discharging its responsibilities, the Committee shall have the resources and sole authority to retain outside legal counsel or other consultants to advise the Committee and to approve the terms of any such engagement and the fees of any such legal counsel or consultant. The Committee shall have full access to any relevant records of the Company and may also request that any officer or other employee of the Company, the Company's outside counsel or any other person meet with any members of, or consultants to, the Committee.  
2. When appropriate, as permitted under applicable law and the listing standards of the New York Stock Exchange, the Board or the Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the Committee, the Board or members of management.
3. The Committee shall also carry out such other duties as may be delegated to it by the Board of Directors from time to time.

Approved by the Corporate Responsibility Committee
Date: March 22, 2012

Approved by the Board of Directors
Date: March 22, 2012