X0303 4/A 2008-07-14 2008-07-16 0 0000063908 MCDONALDS CORP MCD 0001310215 Alvarez Ralph MCDONALD'S CORPORATION 2915 JORIE BOULEVARD OAK BROOK IL 60523 1 1 0 0 President and COO Common Stock 8664 I By Trust Restricted Stock Units 2008-07-14 4 D 0 20000 0 D 2008-07-14 2008-07-14 Common Stock 20000 0 D Phantom Stock Common Stock 41053 41053 I Non-Qualified Benefit Plan These shares are held in a trust for the benefit of the reporting person's wife, who is the grantor and trustee of the trust. On July 16, 2008, the reporting person filed a Form 4 (the "Original Form 4") to report, among other transactions, (i) the vesting of 20,000 restricted stock units, (ii) the corresponding receipt of 20,000 shares of McDonald's Corporation common stock underlying the restricted stock units and (iii) the disposition of 7,890 shares for the purpose of satisfying tax withholding obligations incurred upon vesting. This amendment to the Original Form 4 is filed to report the receipt of the proceeds of all 20,000 shares of McDonald's Corporation common stock underlying the restricted stock units. The proceeds of the 20,000 shares of McDonald's Corporation common stock were deferred by the reporting person into the McDonald's Excess Benefit and Deferred Bonus Plan and invested pursuant to the reporting person's ongoing investment elections. Accordingly, this amendment reports the disposition of 20,000 restricted stock units. Each restricted stock unit represents the right to acquire one share of McDonald's Corporation common stock. Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock. Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's. Christopher Weber, Attorney-in-fact 2008-07-25