DEFERRED INCENTIVE PLAN

 Exhibit 10(g)

                             McDONALD'S CORPORATION
                            DEFERRED INCENTIVE PLAN
          (As Amended and Restated Effective as of September 1, 1994)

                                   Section 1
                                  Introduction

          1.1  The Plan and Its Effective Date.  The McDonald's Corporation
     Deferred Incentive Plan ("Plan") was established November 1, 1993.
     The effective date of the amendment and restatement of the Plan as set
     forth herein is September 1, 1994.

          1.2  Purpose.  McDonald's Corporation ("McDonald's" or the
     "Company") has established the Plan for its officers, regional
     managers, and certain expatriate international country heads to retain
     and attract highly qualified personnel by offering the benefits of a
     non-qualified, unfunded plan of deferred compensation.  The Company
     may also allow other subsidiaries or affiliates to adopt the Plan in
     accordance with Section 7.

          1.3  Administration.  The Plan shall be administered by the
     Compensation Committee of the Board of Directors of the Company (the
     "Committee").  The Committee shall have the powers set forth in the
     Plan and the power to interpret its provisions.  Any decisions of the
     Committee shall be final and binding on all persons with regard to the
     Plan.  The Committee may delegate its authority hereunder to an
     officer or officers of the Company.

                                   Section 2
                      Participation and Deferral Elections

          2.1  Eligibility and Participation.   Subject to the conditions
     and limitations of the Plan, all officers and regional managers of the
     Company and international country heads who are on United States
     payroll and who are identified as eligible by the Committee shall be
     eligible to participate in the Plan ("Eligible Employees").  Any
     Eligible Employee who makes a Deferral Election as described in
     Section 2.2 below shall become a participant in the Plan
     ("Participant") and shall remain a Participant until the entire
     balance of the Participant's Deferral Accounts (defined in Section 4.1
     below) is distributed.

          2.2  Deferral Elections.  Any Eligible Employee may make a
     Deferral Election to defer receipt of all or any portion of his or her
     incentive under the McDonald's Target Incentive Plan ("TIP") for a
     calendar year.  Any Eligible Employee who is one of the five highest
     compensated officers of the Company (ranked by the total of base pay
     and the target incentive under TIP for the current year) may also
     elect to defer up to 50% of his or her base salary for the following
     calendar year.

          2.3  Rules for Deferral Elections.  Deferral Elections shall be
     made in accordance with the rules set forth below:

          (a)  All Deferral Elections must be in writing on such forms as
               the Committee may prescribe and must be returned to the
               Committee no later than the date specified by the Committee.
               In no event will the return date specified by the Committee
               be later than the end of the year that precedes the year
               that the amount being deferred is made available to such
               Eligible Employee.

          (b)  An individual shall be eligible to make a Deferral Election
               only if he or she is an Eligible Employee on the date
               specified by the Committee for the return of Deferral
               Election forms.

          (c)  If an Eligible Employee terminates employment in the same
               calendar year in which he or she makes a Deferral Election,
               that Deferral Election will be null and void and no deferral
               will be made.

          (d)  Amounts will be deferred to the "Payment Date" specified by
               the Eligible Employee in the Deferral Election and payments
               will commence within 30 days following the Payment Date in
               accordance with Section 5.1.  The Payment Date specified
               must be no earlier than the calendar year following the year
               in which the deferred amounts would otherwise have been paid
               and must be either:

               (i)  March 31 or September 30 of a specified year in the
                    future (the "Specific Year Payment Date") or

               (ii) the March 31 following the year in which the
                    Participant terminates employment (the "Employment
                    Termination Payment Date").

               If a Participant terminates employment and has one or more
               Specific Year Payment Dates that would occur after the
               Employment Termination Payment Date, all amounts deferred to
               those Specific Year Payment Date(s) shall automatically be
               accelerated to the Employment Termination Payment Date.
               Participant McDESOP Equalization Amounts and Company Profit
               Sharing Equalization Credits described in Section 3 shall be
               deferred to the Participant's Employment Termination Payment
               Date, even though a Participant has elected a Specific Year
               Payment Date for the remainder of his or her deferral.

               Deferral elections made in 1993 specified either a January
               31 or July 31 payment date.  Due to a change in accounting
               procedures, these payment dates will be converted to March
               31 and September 30, respectively.

          (e)  Each Deferral Election shall specify how amounts deferred
               pursuant to that election are to be invested under Section
               4.2.

                                   Section 3
         Equalization for McDonald's Corporation Profit Sharing Program

          3.1  Equalization to Adjust for Participant 401(k) McDESOP
     Contributions.  Amounts deferred under this Plan are not considered
     compensation for the McDonald's Corporation Profit Sharing Program
     (the "Profit Sharing Program") or for the related non-qualified plans:
     the McDonald's 1989 Executive Compensation Plan, the McDonald's
     Supplemental Employee Benefit Equalization Plan and the McDonald's
     Profit Sharing Program Equalization Plan (the "McCAP/McEqual Plans").
     The McDESOP portion of the Profit Sharing Program allows participants
     to contribute a percentage of their compensation as Section 401(k)
     contributions.  Therefore, Eligible Employees who are Profit Sharing
     Program participants and make Deferral Elections under this Plan shall
     automatically have a portion of the amount deferred set aside until
     the Participant's Termination Payment Date to adjust for the fact
     McDESOP Section 401(k) contributions cannot be made to the Profit
     Sharing Program or the related non-qualified plans for deferred
     amounts (the "Participant McDESOP Equalization Amount").  The
     Participant McDESOP Equalization Amount shall be based on the amount
     that would have been contributed by the Participant under the McDESOP
     portion of the Profit Sharing Program and the related non-qualified
     plans if the deferral had not occurred.

          3.2  Company Profit Sharing Equalization Credits.  Amounts
     deferred under this Plan are not considered as compensation under the
     Profit Sharing Program or the McCAP/McEqual Plans.  Therefore, amounts
     deferred under this Plan shall be credited with an amount equal to the
     Company contribution that the Participant would have received under
     the Profit Sharing Program and/or McCAP/McEqual Plans if such deferral
     had not occurred ("Company Profit Sharing Equalization Credit").  If a
     Participant is not eligible to participate in the Profit Sharing
     Program or McCAP/McEqual Plans, or is not eligible to receive a
     Company contribution under such plans with respect to a deferred
     amount, no Company Profit Sharing Equalization Credit will be made.

          3.3  Rules for Profit Sharing Equalization Amounts.
     Equalizations amounts under Sections 3.1 and 3.2 above (collectively
     referred to as "Equalization Amounts") shall be deferred until the
     Participant's Employment Termination Payment Date and cannot be
     withdrawn under Section 5.3.  Equalization Amounts will become part of
     the Participant's Deferral Account for the year to which they relate
     and will be credited with earnings as part of that Deferral Account as
     described in Section 4.1.

                                   Section 4
                               Deferral Accounts

          4.1  Deferral Accounts.  A bookkeeping account shall be
     established in the Participant's name for each year for which a
     Participant files a Deferral Election.("Deferral Account").  Each
     year's deferral account may be further divided into:

          (a)  amounts deferred pursuant to that year's Deferral Election
               and earnings thereon,

          (b)  Company Profit Sharing Equalization Credits associated with
               that year's Deferral Election and earnings thereon; and

          (c)  Participant 401(k) McDESOP Equalization amounts associated
               with that year's Deferral Election and earnings thereon.

     The Equalization Amounts described in Section 4.1(b) and (c) above
     shall not be eligible for early withdrawal under Section 5.3.  The
     Committee may also authorize other divisions or subaccounts of the
     deferral accounts as may be necessary to reflect the terms of the plan
     as amended from time to time.

     Amounts deferred pursuant to a Deferral Election shall be credited to
     the Deferral Account as of the end of the month in which, in the
     absence of a Deferral Election, the Participant would otherwise have
     received the deferred amounts.  Any Equalization Amounts shall be
     credited to the Deferral Account as of the end of the month in which
     the amount would have been allocated under the Profit Sharing Program
     or the McCAP/McEqual Plans if the deferral had not occurred.

          4.2  Investment Elections and Earnings Credits.

          (a)  When a Participant makes a Deferral Election, he or she
               shall also elect whether amounts credited to his or her
               Deferral Account for that year shall be credited with one of
               the following rates of return:

               (i)  a rate of return based upon the McDonald's Common Stock
                    Fund under the Profit Sharing Program, after adjustment
                    for expenses ("McDonald's Common Stock" equivalent);

               (ii) a rate of return based upon the Insurance Contract Fund
                    under the Profit Sharing Program, after adjustment for
                    expenses ("Insurance Contract" equivalent);

               (iii)a rate of return based upon the Diversified Stock Fund
                    under the Profit Sharing Program, after adjustment for
                    expenses ("Diversified Stock" equivalent); or

               (iv) a rate of return based upon the Multi-Asset Fund under
                    the Profit Sharing Program, after adjustment for
                    expenses ("Multi-Asset" equivalent).

               If a Participant fails to make an investment election with
               respect to a Deferral Election, the amount deferred by that
               election shall be credited with the Insurance Contract based
               return.   The rates of return described above shall be
               effective as of January 1, 1995.

               Effective January 1, 1995, participants shall be permitted
               to elect to change the rate of return credited to each
               year's Deferral Account on a prospective basis as of any
               January 1, April 1, July 1, and October 1 by filing an
               advance written request with the Committee at such time as
               the Committee may specify.

          (b)  As of each March 31, June 30, September 30, and December 31
               ("Valuation Date"), each Deferral Account shall be credited
               with earnings, gains and losses equal to the amount the
               Deferral Account would have earned, gained or lost,
               compounded on a monthly basis, since the prior Valuation
               Date.  The Committee, in its discretion, may also request a
               special Valutation Date as of the end of any month.

          4.3  Vesting.  A Participant shall be fully vested at all times
     in the balance of his or her Deferral Account.

                                   Section 5
                              Payment of Benefits

          5.1  Time and Method of Payment.  Payments to a Participant, or
     the Participant's beneficiary if the Participant is deceased, shall
     automatically be paid in a lump sum within 30 days following the
     Payment Date, unless the Participant or the Participant's beneficiary
     files a written installment distribution election on or before
     December 31 of the calendar year preceding the Payment Date.  An
     installment distribution election shall apply to all payments for that
     Payment Date and shall specify the period of years (up to a maximum of
     15 years) over which payments are to be made.  Installment payments
     shall be made in substantially equal installments over the installment
     period specified and shall commence within 30 days after the Payment
     Date.  Each installment payment shall be computed by dividing the
     balance of the Deferral Account(s) that is to be paid in installments
     by the number of years remaining in the installment period.  Once an
     installment election is filed for a payment date, it cannot be
     revoked.  However, because the method of payment described above is
     more flexible, Deferral Elections made in 1993 which specified a five
     year installment payment shall be null and void, and shall be paid in
     a lump sum, unless the Participant or the Participant's beneficiary
     files a written installment election prior to December 31 of the
     calendar year preceding the Payment Date.

          5.2  Form of Payment.  All payments shall be made in cash.
     However, a Participant  who has elected a McDonald's Common Stock
     based return may elect to receive payment in the form of shares of
     McDonald's Common Stock by filing a written request with the Committee
     prior to December 31 of the calendar year preceding the Payment Date.

          5.3  Early Withdrawals and Acceleration of Installment Payments.
     A Participant shall have the right to withdraw in cash any portion of
     the balance of his or her Deferral Accounts (except for the
     Equalization Amounts of the Participant's Deferral Accounts under
     Sections 4.1(b) and (c) and amounts which were not withdrawable under
     the terms of the Plan prior to September 1, 1994) at any time prior to
     the applicable Payment Date, subject to the Committee's consent and a
     10% forfeiture penalty on the amount requested.  A Participant who is
     receiving installment payments may accelerate payment of any unpaid
     amount, subject to the Committee's consent and 10% forfeiture penalty
     on the amount accelerated.  The withdrawal or accelerated installment
     (reduced by the 10% forfeiture penalty) shall be paid within 30 days
     of the March 31 or September 30 next following the date the election
     to withdraw or accelerate payments is approved by the Committee.
     Withdrawals and accelerated installments shall be made first from the
     earliest maturing Deferral Account and shall be taken pro rata from
     the investments in each year's Deferral Account based on the account
     balance of each investment to the total account balance for the
     applicable Payment Date.  Withdrawals shall be subject to such
     procedures as the Committee shall establish from time to time.

          5.4  Withholding of Taxes.  The Company shall withhold any
     applicable Federal, state or local income tax from payments due under
     the Plan.  Any Social Security taxes, including the Medicare portion
     of such taxes, shall be withheld and paid at the time incentive under
     the Target Incentive Plan or base salary would otherwise have been
     paid to the Participant.  The Company shall also withhold any other
     employment taxes as necessary to comply with applicable laws.

          5.5  Limitations For Section 16 Insiders.  A  "Section 16
     Insider" shall include any Participant who has been deemed to be
     subject to Section 16 of the Securities Exchange Act of 1934 (the
     "Exchange Act") by the Board of Directors of the Company.
     Notwithstanding any provision of the Plan to the contrary, the
     Deferral Account of each Section 16 Insider is subject to the
     following limitations:

          (a)  An Eligible Employee who is a Section 16 Insider at the time
               he or she makes a Deferral Election may elect a McDonald's
               Common Stock based return and at the same time must also
               specify whether the payment will be in a lump sum or the
               specific installment period that will apply.  The election
               of a McDonald's Common Stock based return is irrevocable and
               cannot be changed at the quarterly investment change dates
               nor at any other time.  A Participant who is a Section 16
               Insider may not make a withdrawal or accelerate installments
               under Section 5.3 of any Deferral Account(s) that are
               credited with a McDonald's Common Stock based return.
               Insiders who elected a McDonald's Common Stock based return
               and a five year installment in 1993 will not be able to
               change that election.

          (b)  All amounts distributed to a Section 16 Insider shall be
               paid only in cash.  However, to the extent that a former
               Section 16 Insider uses the distribution to purchase shares
               of McDonald's Common Stock on the open market in one or more
               transactions within seven months after the date such amounts
               are distributed, the Company shall reimburse the former
               Section 16 Insider for all reasonable brokerage fees and
               other transaction costs incurred in connection with such
               purchases upon presentation of satisfactory evidence thereof
               not later than 60 days after the date of each transaction.

          (c)  If any Participant becomes a Section 16 Insider after making
               a Deferral Election under the Plan, any Deferral Account
               that is being credited with a McDonald's Common Stock based
               return shall automatically be converted to any non-
               McDonald's Common Stock based investment return specified by
               the Participant as of the Valuation Date immediately
               preceding the date the Participant is designated a Section
               16 Insider by the Board of Directors.  This automatic change
               to non-McDonald's Common Stock based returns will be made to
               preserve the Participant's right to early withdrawals and
               accelerated installments under Section 5.3 for such amounts.

     In addition, the Committee may take such other actions as are
     necessary so that transactions by Section 16 Insiders do not result in
     liability under Section 16(b) of the Exchange Act.

          5.6  Beneficiary.  A Participant shall have the right to name a
     beneficiary or beneficiaries who shall receive the balance of a
     Participant's Deferral Account in the event of the Participant's death
     prior to the payment of his or her entire Deferral Account.  If no
     beneficiary is named by a Participant or if he or she survives all of
     the named beneficiaries, the Deferral Account shall be paid to the
     same beneficiary or beneficiaries to which the Deferral Account would
     have been paid if it were in the Participant's Profit Sharing Fund
     Account under the Profit Sharing Program as of the date of the
     Participant's death.  To be effective, any beneficiary designation
     shall be filed in writing with the Committee.  A Participant may
     revoke an existing beneficiary designation by filing another written
     beneficiary designation with the Committee.  The latest beneficiary
     designation received by the Committee shall be controlling.

                                   Section 6
                                 Miscellaneous

          6.1  Funding.  Benefits payable under the Plan to any Participant
     shall be paid directly by the Company.  The Company shall not be
     required to fund, or otherwise segregate assets to be used for payment
     of benefits under the Plan.  While the Company may, in the discretion
     of the Committee, 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 Company
     shall not be under any obligation to make such investments and any
     such investment shall remain an asset of the Company subject to the
     claims of its general creditors.  Notwithstanding the foregoing, the
     Company may maintain one or more trusts ("Trust") to hold assets to be
     used for payment of benefits under the Plan.  Any payments by a Trust
     of benefits provided to a Participant under the Plan shall be
     considered payment by the Company and shall discharge the Company of
     any further liability under the Plan for such payments.

          6.2  Account  Statements.  The Company shall provide Participants
     with annual statements of the balance of their Deferral Accounts
     hereunder as of the latest applicable Valuation Date.

          6.3  Employment Rights.  Establishment of the Plan shall not be
     construed to give any Eligible Employee the right to be retained in
     the Company's service or to any benefits not specifically provided by
     the Plan.

          6.4  Interests Not Transferable.  Except as to withholding of any
     tax under the laws of the United States or any state or locality and
     the provisions of Section 5.6, 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 person 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
     benefits under the Plan, or if by any reason of the Participant's
     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 such individual's
     spouse, children or other dependents, or any of them, in such manner
     as the Company may deem proper.

          6.5  Forfeitures and Unclaimed Amounts.  Unclaimed amounts shall
     consist of the amounts of the Deferral Accounts of a Participant that
     cannot be distributed because of the Committee's inability, after a
     reasonable search, to locate a Participant or the Participant's
     beneficiary, as applicable, within a period of two (2) years after the
     Payment Date upon which the payment of benefits become due. Unclaimed
     amounts shall be forfeited at the end of such two-year period.
     Penalties charged for withdrawals under Section 5.3 shall also be
     forfeited in the year in which the penalty is charged.  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 the
     Participant's Deferral Account.

          6.6  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.

          6.7  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 the
     Company or by action of any member of the Committee or person(s)
     authorized by resolution of the Board of Directors of the Company.

                                   Section 7
                             Employer Participation

          7.1  Adoption of Plan.  Any subsidiary or affiliate of the
     Company ("Employer") 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.  The Committee may amend the Plan as necessary or desirable
     to reflect the adoption of the Plan by an Employer, provided however,
     that an adopting Employer shall not have the authority to amend or
     terminate the Plan under Section 8.

          7.2  Withdrawal from the Plan by Employer.  Any such Employer
     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
     portion of the Deferral Accounts of Participants and beneficiaries
     attributable to credits made while the Participants were employees of
     such withdrawing Employer, plus any net earnings, gains and losses or
     such credits, shall be distributed from the Trust at the direction of
     the Committee in cash at such time or times as the Committee, in its
     sole discretion, may deem to be in the best interest of such employees
     and their beneficiaries. To the extent the amounts held in the Trust
     for the benefit of such Participants and beneficiaries are not
     sufficient to satisfy the Employer's obligation to such Participants
     and their beneficiaries accrued on account of their employment with
     the Employer, the remaining amount necessary to satisfy such
     obligation shall be an obligation of the Employer, and the Company
     shall have no further obligation to such Participants and
     beneficiaries with respect to such amounts.

                                   Section 8
                           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
     sentence) to modify, amend or terminate the Plan, provided however,
     that any amendment or termination of the Plan shall not reduce or
     eliminate any Deferral Account accrued through the date of such
     amendment or termination.

          The Committee shall have the same authority to adopt amendments
     to the Plan as the Board of Directors of the Company 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 or 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' credits to the Plan.

          The Committee shall provide notice of amendments adopted by the
     Committee to the Board of Directors of the Company on a timely basis.

          Executed in multiple originals this 9th day of September, 1994.

                                   McDONALD'S CORPORATION

                                   /s/ Stanley R. Stein
                                   --------------------------------------
                                   By:    Stanley R. Stein
                                   Title: Senior Vice President 

Basic Info X:

Name: DEFERRED INCENTIVE PLAN
Type: Incentive Plan
Date: March 29, 1995
Company: MCDONALDS CORP
State: Delaware

Other info:

Date:

  • November 1 , 1993
  • January 31
  • July 31
  • January 1 , 1995
  • January 1 , April 1 , July 1
  • October 1
  • March 31 , June 30
  • December 31
  • September 1 , 1994
  • within 30 days of the March 31
  • September 30
  • 9th day of September , 1994

Organization:

  • McDonald 's Corporation Deferred Incentive Plan
  • Compensation Committee of the Board of Directors
  • Deferral Elections 2.1 Eligibility
  • All Deferral Elections
  • McDESOP Equalization Amounts and Company Profit Sharing Equalization Credits
  • McDonald 's Corporation Profit Sharing Program 3.1 Equalization
  • McDonald 's < PAGE > Supplemental Employee Benefit Equalization Plan
  • Participant McDESOP Equalization Amount
  • Profit Sharing Equalization Amounts
  • Participant 's Employment Termination Payment Date
  • Investment Elections and Earnings Credits
  • McDonald 's Common Stock Fund
  • the Insurance Contract
  • Time and Method of Payment
  • Acceleration of Installment Payments
  • Deferral Accounts of Participants
  • Internal Revenue Service
  • Board of Directors of the Company

Location:

  • United States
  • Illinois

Person:

  • Stanley R. Stein

Percent:

  • 50 %
  • 10 %