Approval of Payout Structure for 2009 Target Incentive Plan (TIP) Awards

On January 21, 2009, the Compensation Committee of the Board of Directors of McDonald's Corporation (the "Company") approved the payout structure for TIP for 2009, as well as the parameters for determining final awards. For employees at the level of Senior Vice President and above, these awards are granted subject to the terms of the Company's Target Incentive Plan, which was filed as an exhibit to Form 8-K, dated January 23, 2008.

The target 2009 TIP awards for the Company's principal executive officer, principal financial officer and "named executive officers" for whom disclosure was required in the Company's most recent proxy statement are as shown in the table below.

                                                        Target TIP Award as
Named Executive Officer           Position           Percentage of Base Salary
James A. Skinner          Chief Executive Officer              150%
Ralph Alvarez             President / Chief                    125%
                          Operating Officer
Peter J. Bensen           Corporate Executive Vice             100%
                          President and Chief
                          Financial Officer
Denis Hennequin           President of McDonald's               75%
                          Europe
Timothy J. Fenton         President of McDonald's               75%
                          Asia, Pacific, Middle
                          East, Africa ("APMEA")

TIP payouts are determined by a combination of a team performance factor and an individual performance factor.

For Messrs. Skinner, Alvarez and Bensen, the team factor measures corporate performance. For Messrs. Hennequin and Fenton, the team factor is based on a combination of corporate performance and the performance of McDonald's Europe and McDonald's APMEA, respectively, reflecting their responsibilities.

The team factor is determined primarily by growth in operating income over the Company's 2008 operating income, measured in constant currency. The named executive officers listed above, like all other employees, are generally not eligible to receive a TIP payout if the Company does not achieve growth in operating income in 2009. Operating income is measured on a consolidated or geographic business unit level, as applicable.

Individual performance is measured against various qualitative performance factors, including setting and achieving goals that are in line with the Company's strategic focus.

The maximum TIP award that any of the named executive officers can earn in 2009 is 250% of the target award.

On January 22, 2009, the Company issued an Investor Release announcing that on January 22, 2009 the Board of Directors declared a quarterly cash dividend. A copy of the Investor Release is attached as Exhibit 99 to this Form 8-K.

(d) Exhibits.
99 Investor Release of McDonald's Corporation issued January 22, 2009: