STOCK SWAP EXERCISE AND ATTESTATION FORM



Instructions for Stock Swap and Attestation Form

Please note that you will be subject to 30.0% U.S. backup withholding tax unless the appropriate tax identification information (W-8 BEN / W9) is on file at Merrill Lynch

INSTRUCTIONS: This form initiates an option exercise using the stock swap method, whereby you attest to your ownership of the shares you indicate on this form. The form must be printed or typed in English only. If this form is not completed correctly, your request cannot be processed and the form will be mailed back to you. If you need help completing this form, please call Merrill Lynch at 1-877-785-6787 in the United States and Puerto Rico or 1-609-818-8825 from all other locations.

_________________________________________________________________________________________________________

SECTION 1: ACCOUNT INFORMATION. Provide the information requested. Use your Social Security Number or the 9-digit Merrill Lynch account number established for you for the Plan. When entering your telephone numbers, please include appropriate U.S. area codes, or non-U.S. country and city codes.

_________________________________________________________________________________________________________

SECTION 2: FOR U.S. EXERCISE REQUESTS. Indicate if you require additional U.S. Federal tax to be withheld. This is only available when taxes are paid with cash.

SECTION 3: OPTIONS I AM EXERCISING. Provide the details of the options you will be exercising. Also enter the Plan/Grant Number, if known. Use your Status History Report or BlueprintSM Account statement for more help in completing this section. Also indicate how you would like to pay your applicable withholding tax.

Paying the Exercise Price. You must attest to shares to pay the Exercise Price. To do so, complete lines 1 and 2 under the “Shares To Attest” section below.

Minimum Shares to Attest.

1. Exercise Price: US$ _____________(_____ x _____________ = US$ _____________(_____ Price per Option Number of Options Exercise Price

2. Estimated Shares to Attest: US$ _____________(_____ / US$ _____________(_____ = _____________

Exercise Price Market Price of Stock Shares To Attest

You may increase the shares you are attesting to by a percentage up to 10% over the amount calculated in #2 to cover any market fluctuation in the price of McDonald’s stock. If you do not attest to enough shares, your exercise of options will be canceled.

Payment of Taxes and Fees with Cash. In addition to attesting to shares to pay the Exercise Price, you may also prepay your applicable withholding taxes and fees. If your payment is not sufficient to cover these amounts, Merrill Lynch will sell some shares to cover the shortfall. To calculate the amount to pay, complete lines 1 and 2 below.

1. Withholding Taxes: US$ _____________(_____ x ___________% = US$ _____________(_____

Exercise Gain* Withholding Tax Rate** Withholding Tax Amount

*Exercise Gain = (Market Price at Exercise – Price per Option) x Number of Options

** To determine your applicable withholding tax rate, please contact a Merrill Lynch Participant Service Representative at a telephone number above.

2. Fees (associated with requesting a stock certificate or transfer to MCDirect Shares) US$ _____________(_____

Total Payment Amount (Add lines 1 and 2) US$ _____________(_____

_________________________________________________________________________________________________________

SECTION 4: SHARES I AM SWAPPING. Provide the details of the shares you will be swapping.

SECTION 5: ATTESTATION. Sign and date the form. _________________________________________________________________________________________________________

SECTION 6: SHARE ISSUANCE. Shares resulting from this exercise will be deposited to your Merrill Lynch BluePrint Account. If you want to transfer your shares to your MCDirect Shares Account or would like to receive a certificate, please notify a Merrill Lynch Participant Service Representative.

___________________________________________________________________________________________________________________________________

SUBMITTING THE FORM TO MERRILL LYNCH. Be sure you have carefully completed the form. If you are enclosing a check, please note that it must be a personal, bank or certified check, or U.S. Postal money order payable to Merrill Lynch for the amount in U.S. Dollars only. You can fax this form to

1-609-274-0366 or mail the form to:

Regular Mail: Merrill Lynch Cash Exercise Requests: Merrill Lynch Processing Center

1600 Merrill Lynch Drive 1400 Merrill Lynch Drive

Mail Stop 06-02-SOP Mail Stop 04-BS-PRO

Pennington, NJ 08534 USA Pennington, NJ 08534 USA

McDonald’s Corporation Stock Ownership Option Plan

Stock Swap Exercise and Attestation Form

(Please read and follow the instructions on the reverse side of this form.)

_________________________________________________________________________________________________________

SECTION 1: ACCOUNT INFORMATION

Please note that you will be subject to 30.0% U.S. backup withholding tax unless the appropriate tax identification information (W-8BEN / W9) is on file at Merrill Lynch.

Account Number ____ ____ ____ - ____ ____ - ____ ____ ____ ____

(Use your Social Security Number or the 9-digit Merrill Lynch account number established for you for the McDonald’s Plan.)

Participant Name: _________________________________________________________

Address: _________________________________________________________ _________________________________________________________ _________________________________________________________

Daytime Telephone Number: ____________________________ Home Telephone Number: _____________________________

(Please include U.S. area codes or non-U.S. country and city codes.)

___________________________________________________________________________________________________________________

SECTION 2: FOR U.S. EXERCISE REQUESTS. Alternative U.S. Tax withholding calculation: I require additional U.S. Federal tax withheld. Please increase my Federal withholding tax that will apply to this exercise ONLY from 27.0% to _______ (27.0% to 38.6%.) State and Social Security taxes will be withheld at rates provided by the McDonald’s Corporation. This is only available when taxes are paid with cash.

SECTION 3: OPTIONS I AM EXERCISING

Option Grant Date Price per Option Number of Options Plan/Grant Number

(Month/Day/Year) To Exercise (if known)

______________________ US$ _____________(_____ _______________ _________________

______________________ US$ _____________( _____ _______________ _________________

Indicate how you would like to pay your applicable withholding tax:

( ) Cash Enclosed US$ _____________(_____ ( ) Sale of Shares from this Exercise ( ) Share Withholding from this Exercise

Paying the Exercise Price. If you are attesting to shares to pay the Exercise Price, enter the number of shares you are attesting to from the worksheet on the reverse side of this form. Shares to Attest: ___________________

Payment of Taxes and Fees with Cash. If you are also pre-paying your applicable taxes and fees (in addition to pre-paying the exercise price by attesting shares), indicate your Total Payment Amount from the worksheet on the reverse side of this form.

Total Payment Amount: US$ _____________(_____

___________________________________________________________________________________________________________________________________

SECTION 4: SHARES I AM ATTESTING TO. List below the shares of McDonald’s Corporation common stock you have owned for at least six months which you intend to dedicate for your Stock Swap Exercise. You may include shares held in MCDirect Shares, but NOT any McDonald’s Retirement Plans.

|Account/Certificate Number |Brokerage Firm Name |Number of Shares |Registered In Name Of |

| | | | |

| | | | |

| | | | |

SECTION 5: ATTESTATION

I attest to ownership of the shares listed on this form and tender such shares in full or partial payment of the total exercise price. I further attest that the shares of McDonald’s Corporation stock tendered to pay the exercise price for my options have been held for at least six months. McDonald’s has not required actual delivery of my share certificates, and as a result I retain ownership of the shares. However, I have full power to deliver and convey the certificates to Merrill Lynch. Accordingly, Merrill Lynch could have been made sole owner of the shares. I understand and agree that this exercise will be processed in accordance with the terms and conditions governing my Merrill Lynch account and the terms and conditions of the McDonald’s Plan.

____________________________________________________________________________________________________________________

SECTION 6: SHARE ISSUANCE. Shares resulting from this exercise will be deposited into your Merrill Lynch BluePrint Account. If you want to transfer your shares to your MCDirect Shares Account or would like to receive a certificate, please notify a Merrill Lynch Participant Service Representative.

SUBMITTING THE FORM TO MERRILL LYNCH. Be sure you have carefully completed the form. If you are enclosing a check, please note that it must be a personal, bank or certified check, or U.S. Postal money order payable to Merrill Lynch for the amount in U.S. Dollars only. You can fax this form to

1-609-274-0366 or mail the form to:

Regular Mail: Merrill Lynch Cash Exercise Requests: Merrill Lynch Processing Center

1600 Merrill Lynch Drive 1400 Merrill Lynch Drive

Mail Stop 06-02-SOP Mail Stop 04-BS-PRO

Pennington, NJ 08534 USA Pennington, NJ 08534 USA

I understand and agree that this exercise request will be processed in accordance with the terms and conditions governing my Merrill Lynch account and the terms and conditions of the McDonald’s Corporation Stock Ownership Plan.

Participant Signature ___________________________________________ Date ___________

................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download