EXCHANGE AGREEMENT (Unrestricted Stock)Exchange Agreement • January 27th, 2011 • Forest City Enterprises Inc • Operators of nonresidential buildings
___________________ (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Forest City Enterprises, Inc., an Ohio corporation (the “Company”), on January [__], 2011 whereby the Holders will exchange (the “Exchange”) the Company’s 5.00% Convertible Senior Notes due 2016 (the “Notes”) for shares of the Company’s Class A common stock, par value $0.33-1/3 per share (the “Class A Common Stock”), and a cash payment.
