FOREST CITY ENTERPRISES, INC.



                                       AND



                     -------------------------------------,

                           AS PURCHASE CONTRACT AGENT









                        ---------------------------------



                           PURCHASE CONTRACT AGREEMENT

                       ----------------------------------







                          DATED AS OF ___________, 2002





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                                TABLE OF CONTENTS



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ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.  Definitions

Section 102.  Form of Documents Delivered to Purchase Contract Agent

Section 103.  Acts of Holders; Record Dates

Section 104.  Notices, etc. to Purchase Contract Agent and the Company

Section 105.  Notice to Holders; Waiver

Section 106.  Effect of Headings and Table of Contents

Section 107.  Successors and Assigns

Section 108.  Separability Clause

Section 109.  Benefits of Agreement

Section 110.  Governing Law

Section 111.  Legal Holidays

Section 112.  Counterparts

Section 113.  Inspection of Agreement



ARTICLE TWO  PURCHASE CONTRACT CERTIFICATE FORMS

Section 201.  Forms of Unit Certificates Generally

Section 202.  Form of Purchase Contract Agent's Certificate of Authentication



ARTICLE THREE  THE UNITS

Section 301.  Title and Terms; Denominations

Section 302.  Rights and Obligations Evidenced by the Unit Certificates

Section 303.  Execution, Authentication, Delivery and Dating

Section 304.  Temporary Unit Certificates

Section 305.  Registration; Registration of Transfer and Exchange

Section 306.  Mutilated, Destroyed, Lost and Stolen Unit Certificates

Section 307.  Persons Deemed Owners

Section 308.  Cancellation

Section 309.  Payments on the Units



ARTICLE FOUR  THE PLEDGED SECURITIES

Section 401.  Payments on the Pledged Securities

Section 402.  Transfer of Pledged Securities Upon Occurrence of Termination Event

Section 403.  Transfer of Pledged Securities Upon Early Settlement and Merger Early Settlement



ARTICLE FIVE  THE PURCHASE CONTRACTS

Section 501.  Purchase of Shares

Section 502.  Contract Fees

Section 503.  Deferral of Payment Dates for Contract Fees

Section 504.  Payment of Purchase Price

Section 505.  Issuance of the Shares

[Section 506. Adjustment of Settlement Rate]

[Section 507. Notice of Adjustments and Certain Other Events]

Section 508.  No Fractional Shares

Section 509.  Charges and Taxes

Section 510.  Termination Event; Notice

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[Section 511. Early Settlement]

[Section 512. Early Settlement Upon Merger]



ARTICLE SIX  REMEDIES

Section 601.  Unconditional Rights of Holders

Section 602.  Restoration of Rights and Remedies

Section 603.  Rights and Remedies Cumulative

Section 604.  Delay or Omission Not Waiver

Section 605.  Undertaking for Costs

Section 606.  Waiver of Stay or Extension Laws



ARTICLE SEVEN  THE PURCHASE CONTRACT AGENT

Section 701.  Certain Duties and Responsibilities

Section 702.  Notice of Default

Section 703.  Certain Rights of Purchase Contract Agent

Section 704.  Not Responsible for Recitals or Issuance of Units

Section 705.  May Hold Units

Section 706.  Money Held in Trust

Section 707.  Compensation and Reimbursement

Section 708.  Purchase Contract Agent Required; Eligibility

Section 709.  Resignation and Removal; Appointment of Successor

Section 710.  Acceptance of Appointment by Successor

Section 711.  Merger, Conversion, Consolidation or Succession to Business

Section 712.  Preservation of Information; Communications to Holders

Section 713.  No Obligations of Purchase Contract Agent

Section 714.  Tax Compliance



ARTICLE EIGHT  SUPPLEMENTAL AGREEMENTS

Section 801.  Supplemental Agreements Without Consent of Holders

Section 802.  Supplemental Agreements With Consent of Holders

Section 803.  Execution of Supplemental Agreements

Section 804.  Effect of Supplemental Agreements

Section 805.  Reference to Supplemental Agreements



ARTICLE NINE  CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 901.  Covenant Not to Merge, Consolidate, Sell or Convey Property Except

Under Certain Conditions

Section 902.  Rights and Duties of Successor Corporation

Section 903.  Opinion of Counsel to Purchase Contract Agent



ARTICLE TEN  COVENANTS

Section 1001.  Performance Under Purchase Contracts

Section 1002.  Maintenance of Office or Agency

Section 1003.  Company to Reserve Shares

Section 1004.  Covenants as to Shares

Section 1005.  Statements of Officers of the Company as to Default



TESTIMONIUM  SIGNATURES



EXHIBIT A    Form of Unit Certificate

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EXHIBIT B    Form of Pledge Agreement

EXHIBIT C    Election to Settle Early





                                       iii

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         PURCHASE CONTRACT AGREEMENT, dated as of _____ __, 200_, between FOREST

CITY ENTERPRISES, INC., an Ohio corporation (the "Company"), and

__________________, a ___________ corporation, acting as Purchase Contract Agent

for the Holders of Units from time to time (the "Purchase Contract Agent").



                                    RECITALS



         The Company has duly authorized the execution and delivery of this

Agreement and the Unit Certificates evidencing the Units.



         All things necessary to make the Purchase Contracts, when the Unit

Certificates are executed by the Company and authenticated, executed on behalf

of the Holders and delivered by the Purchase Contract Agent, as in this

Agreement provided, the valid obligations of the Company and the Holders, and to

constitute these presents a valid agreement of the Company and the Holders, in

accordance with its terms, have been done.



                                   WITNESSETH:



         For and in consideration of the premises and the entering into of the

Purchase Contracts by the Holders thereof, it is mutually agreed as follows:



                                   ARTICLE ONE



                        DEFINITIONS AND OTHER PROVISIONS

                             OF GENERAL APPLICATION



Section 101.  Definitions.



         For all purposes of this Agreement, except as otherwise expressly

provided or unless the context otherwise requires:



                           (a) the terms defined in this Article have the

                  meanings assigned to them in this Article and include the

                  plural as well as the singular; and



                           (b) the words "herein", "hereof" and "hereunder" and

                  other words of similar import refer to this Agreement as a

                  whole and not to any particular Article, Section or other

                  subdivision.



         "Act" has the meaning specified in Section 103.



         "Affiliate" of any specified Person means any other Person directly or

indirectly controlling or controlled by or under direct or indirect common

control with such specified Person. For the purposes of this definition,

"control" when used with respect to any specified Person means the power to

direct the management and policies of such Person, directly or indirectly,

whether through the ownership of voting securities, by contract or otherwise;

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