SECOND AMENDMENT TO THE

                          FOREST CITY ENTERPRISES, INC.

              DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS

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



                  This Second Amendment to the Forest City Enterprises, Inc.

Deferred Compensation Plan for Nonemployee Directors (the "Plan") is effective

as of March 10, 2000.



                  WHEREAS, Forest City Enterprises, Inc. (the "Company")

maintains the Plan, and



                  WHEREAS, the Company desires to amend the Plan, effective as

of March 10, 2000, as hereinafter set forth.



                  NOW, THEREFORE, the Plan is hereby amended as follows:



         1.       Section 1 of Article I of the Plan is hereby amended in its

entirety to read as follows:



                                    "1. `Account' shall mean the bookkeeping

                  account(s) maintained by the Committee on behalf of each

                  Participant pursuant to Section 4 of Article II that is

                  credited with Fees which are deferred by a Participant, and

                  the gains, losses, interest and other earnings on such amounts

                  as determined in accordance with Section 4 of Article II."



         2.       Article I of the Plan is hereby amended by inserting the

following new Section immediately following Section 4 thereof:



                                    "4A. `Class A Common Shares' shall mean the

                  Class A Common Shares of the Company, or any security into

                  which such shares may be changed, as determined by the

                  Committee in its sole discretion, (i) in the event of a change

                  in the outstanding Class A Common Shares or in the capital

                  structure of the Company by reason of any share dividend,

                  share split, reverse share split, recapitalization,

                  reorganization, merger, consolidation, combination, exchange

                  or other relevant change in the capitalization of the Company

                  or (ii) in the event of any change in applicable laws or any

                  change in circumstances which results in or would result in

                  any substantial dilution or enlargement of the rights of any

                  Participant in the Plan or which otherwise warrants equitable

                  adjustment because it interferes with the intended operation

                  of the Plan."



         3.       Section 4 of Article II of the Plan is hereby amended in its

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