[Logo
of
McDonald’s Corporation]
[Form
of
letter to designated Institutional Investors]
May
15,
2006
Re:
McDonald’s Proxy Voting
Dear
________________:
On
behalf
of McDonald's Board of Directors, I am asking for your continued support of
the
Company this proxy season, by voting with the Board’s recommendations on the
proposals contained in this year’s proxy statement. A copy of the proxy
statement is enclosed with this letter.
In
particular, we would appreciate your support to defeat
the proposal from the Trowel Trades S&P 500 Index Fund regarding shareholder
approval of severance agreements (Proposal
3). We do not believe in the need for an arbitrary, one-size-fits-all solution
for all companies.
The
Board
considered a number of factors in recommending a vote against the proposal.
Frankly, we appreciate the concern raised in situations where compensation
and
severance arrangements appear to be excessive and have taken steps to ensure
that future severance arrangements are reasonable. Our Company recently adopted
a broad-based severance plan for U.S. employees, including executive officers.
The plan provides for up to one times salary, a prorated annual bonus, plus
limited other benefits. We recently filed this plan with our first quarter
Form
10-Q. Stock options and other long-term incentives would be treated in
accordance with the plans under which they were granted. Ultimately, we
concluded that it was important to preserve the Board’s flexibility to make
appropriate and timely judgments with respect to compensation matters and
determined it was advisable to withhold our support of this
proposal.
Thank
you
for your investment in and support of McDonald’s. A Company representative will
follow up with you in the next few days to answer any questions you may have.
Very
truly yours,
Andrew
J.
McKenna
Chairman
Enclosure