Stock Ownership Guidelines for Directors

The Board of Directors believes that Directors more effectively represent McDonald’s shareholders, whose interests they are charged with protecting, if they are shareholders themselves. The Board originally adopted guidelines as recommended minimums for stock ownership by Directors in 1997 and believes it is good practice to periodically review the guidelines and revise them, if appropriate.

Therefore, beginning in January, 2008, outside Directors should own McDonald’s Common Stock equal in value to the lesser of five times the annual cash Board retainer or ten thousand shares within five years of joining the Board (of which 1,000 shares should be owned within the first year of joining the Board). The minimum number of shares to be held by Directors will be calculated on the first trading day of each calendar year based on their fair market value. Any subsequent change in the value of the shares will not affect the amount of stock Directors should hold during that year. In the event the cash retainer increases, the Directors will have five years from the time of the increase to acquire any additional shares needed to meet these guidelines.

The following will be used in determining share ownership:

1. Shares owned individually, either directly or indirectly;

2. Shares owned jointly with, or separately by spouse, domestic partner and/or minor children, either directly or indirectly; and

3. Share equivalents held pursuant to the Directors' Deferred Compensation Plan.

Adopted by the Board of Directors on July 26, 2007