0000950152-05-005036 Sample Contracts

Contract
Incentive and Nonqualified Stock Option Agreement • June 9th, 2005 • Forest City Enterprises Inc • Operators of nonresidential buildings • Ohio

THIS AGREEMENT, effective as of April ___, 2005, by and between FOREST CITY ENTERPRISES, INC., an Ohio corporation of Cleveland, Ohio, (the “Company”) and ______, an employee of the Company or a Subsidiary (the “Employee”). All capitalized terms have the meanings set forth in the Forest City Enterprises, Inc. 1994 Stock Plan (As Amended, Restated and Renamed as of June 8, 2004) (the “Plan”) unless otherwise specifically provided.

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • June 9th, 2005 • Forest City Enterprises Inc • Operators of nonresidential buildings • Ohio

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of this 7th day of April, 2005, by and among FOREST CITY RENTAL PROPERTIES CORPORATION, an Ohio corporation (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), NATIONAL CITY BANK, as Syndication Agent (the “Syndication Agent” and, together with the Administrative Agent, the “Agents”) and the banks party to the Credit Agreement (as hereinafter defined) as of the date hereof (collectively, the “Banks” and individually a “Bank”). Capitalized terms not otherwise defined herein shall have the respective meanings attributed to them in the Credit Agreement, as hereinafter defined.

FOREST CITY ENTERPRISES, INC. Restricted Stock Agreement
Restricted Stock Agreement • June 9th, 2005 • Forest City Enterprises Inc • Operators of nonresidential buildings • Ohio

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) effective as of April ___, 2005 is made by and between Forest City Enterprises, Inc., an Ohio corporation (the “Company”), and the individual who is named as the Grantee (the “Grantee”) on the signature page of this Agreement. All capitalized terms have the meanings set forth in the Forest City Enterprises, Inc. 1994 Stock Plan (As Amended, Restated and Renamed as of June 8, 2004) (the “Plan”) unless otherwise specifically provided.

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