Exhibit (10)(h)
Dated as of May 23, 2002
Xx. Xxxxxx X. Xxxx
BHP Billiton
000 Xxxxxxxx Xxxxxx Xxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx X 0X 0X0
Xxxxxx
Dear Xxxxxx:
This letter will acknowledge your agreement to serve for a second term as a
Senior Director of McDonald's Corporation, effective immediately following the
Company's 2002 Annual Meeting of Shareholders, held on May 23, 2002.
As you know, your service as a Senior Director shall be at the pleasure of
the Board on the following terms and conditions:
. Senior Directors may attend Board meetings and meetings of Committees
upon which they served at the time of their retirement as Directors,
but shall not have the right to vote at any such meeting.
. Senior Directors shall be designated annually for a one-year term, but
may not serve more than two such one-year terms.
. Senior Directors shall be compensated in the same manner as Directors,
except that Senior Directors shall not be compensated for attending
Committee meetings.
. Senior Directors shall be expressly indemnified by resolution of the
Board of Directors under the provisions of the Company's By-Laws.
We thank you for your willingness to continue to share your advice and
counsel with the Board and McDonald's management.
Sincerely,
/s/ Xxxxxx Xxxxxxx
------------------
Xxxxxx Xxxxxxx
Senior Vice President, General Counsel
and Secretary
Accepted as of May 23, 2002
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
