S-3ASR

As filed with the Securities and Exchange Commission on November 7, 2007

Registration No. 333-      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Forest City Enterprises, Inc.

(Exact name of registrant as specified in its charter)

Ohio	34-0863886
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Terminal Tower, 50 Public Square, Suite 1100

Cleveland, Ohio 44113

(216) 621-6060

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

FCE Statutory Agent, Inc.

Terminal Tower, 50 Public Square, Suite 1360

Cleveland, Ohio 44113

(216) 621-6060

(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPIES TO:

Thomas A. Aldrich, Esq.

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114-1291

(216) 566-5500

Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class	Amount		Proposed Maximum		Proposed Maximum		Amount of
of Securities to be	to be		Offering Price		Aggregate Offering		Registration
Registered	Registered(1)		Per Unit(2)		Price(2)		Fee
Class A common stock		3,894,232	$	53.97	$	210,171,701	$	6,453

(1)	This Registration Statement covers 3,894,232 shares of Forest City Enterprises, Inc.’s Class A common stock issuable upon exchange of Class A Common Units of Forest City Master Associates III, LLC held by the selling shareholders.
(2)	Calculated pursuant to Rule 457(c) and Rule 457(r) under the Securities Act of 1933, as amended (the “Securities Act”) on the basis of the average of the high and low prices of Forest City Enterprises, Inc.’s Class A common stock reported in the consolidated reporting system of the New York Stock Exchange on November 6, 2007.

PROSPECTUS

Forest City Enterprises, Inc.

3,894,232 Shares of Class A Common Stock

This prospectus relates to the offering for resale of shares of our Class A common stock issuable upon an exchange of Class A Common Units of Forest City Master Associates III, LLC held by the selling shareholders. We issued the Class A Common Units to the selling shareholders as partial consideration for the transaction we entered into with Bruce C. Ratner to restructure our ownership interest in 30 retail, office and residential operating properties and certain service companies that we owned jointly with Bruce C. Ratner. The Class A Common Units may be exchanged for shares of our Class A common stock as of November 8, 2007. This prospectus will be used by the selling shareholders named herein to resell such Class A common stock. We will not receive any proceeds from sales of the Class A common stock by the selling shareholders.

Our Class A common stock is listed on the New York Stock Exchange under the symbol “FCEA.” On November 6, 2007, the last reported sale price of our Class A common stock on the New York Stock Exchange was $54.36 per share.

Investing in our Class A common stock involves risks. Please read carefully the section titled “Item 1A. Risk Factors” beginning on page 4 of our Annual Report on Form 10-K for the fiscal year ended January 31, 2007 filed with the Securities and Exchange Commission (the “Commission”) on March 28, 2007 and incorporated into this prospectus by reference.

Neither the Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

You should rely only on the information incorporated by reference or provided in this prospectus or a prospectus supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of securities in any state where an offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus or the date of a prospectus supplement.

The date of this prospectus is November 7, 2007

TABLE OF CONTENTS

	PAGE
ABOUT THIS PROSPECTUS		1
FORWARD-LOOKING STATEMENTS		1
WHERE YOU CAN FIND MORE INFORMATION		2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		2
PROSPECTUS SUMMARY		4
THE OFFERING		5
USE OF PROCEEDS		6
DESCRIPTION OF CAPITAL STOCK		6
MATERIAL U.S. FEDERAL TAX CONSIDERATIONS		8
SELLING SHAREHOLDERS		11
PLAN OF DISTRIBUTION		12
LEGAL MATTERS		13
EXPERTS		13
EX-5.1
EX-10.1
EX-23.1
EX-24.1

References in this prospectus to “we,” “us,” “the Company” or “Forest City” or other similar terms mean Forest City Enterprises, Inc. and its consolidated subsidiaries, unless we state otherwise or the context indicates otherwise.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Commission utilizing a “shelf” registration process or continuous offering process. Under this shelf registration process, the selling shareholders may, from time to time, sell the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities that may be offered by the selling shareholders. Each time a selling shareholder sells securities, the selling shareholder is required to provide you with this prospectus and, in certain cases, a prospectus supplement containing specific information about the selling shareholder and the terms of the securities being offered. That prospectus supplement may include additional risk factors or other special considerations applicable to those securities. Any prospectus supplement may also add, update or change information in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in that prospectus supplement. You should read both this prospectus and any prospectus supplement together with additional information described under “Incorporation of Certain Information by Reference.”

FORWARD-LOOKING STATEMENTS

We have included or incorporated by reference in this prospectus statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, for example, statements relating to:

•  Economic conditions in our target markets;

•  The timing of anticipated openings of new developments;

•  The projected cost of real estate projects and our share of projected cost;

•  Our development activities;

•  Our substantial leverage and ability to service and secure debt;

•  Our business strategy and prospects; and

•  The availability and sufficiency of insurance.

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These forward-looking statements are not historical facts but instead represent only our current views regarding future events. We base these statements on assumptions and expectations that may not be realized and are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we may not even anticipate. Future events and actual results, financial or otherwise, may differ, possibly materially, from the anticipated results indicated in these forward-looking statements.

Information regarding some of the important factors that could cause actual results to differ, perhaps materially, from those in our forward-looking statements is contained in the section titled “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended January 31, 2007 filed with the Commission on March 28, 2007 and incorporated into this prospectus by reference.

We disclaim any obligation, other than as may be imposed by law, to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly, current and special reports, proxy statements and other information with the Commission. You may read and copy any document we file with the Commission at the Commission’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings are also available to the public from the Commission’s Internet site at http://www.sec.gov or from our Internet site at http://www.forestcity.net. However, the information on our Internet site does not constitute a part of this prospectus.

Our Class A common stock is listed on the New York Stock Exchange under the symbol “FCEA.” You can also inspect and copy any reports, proxy statements and other information that we file with the Commission at the offices of the New York Stock Exchange located at 20 Broad Street, New York, New York 10005.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

In this prospectus, we incorporate by reference the information that we file with the Commission. This allows us to disclose important information to you by referring you to those documents rather than repeating them in full in this prospectus. The information incorporated by reference in this prospectus contains important business and financial information. The information incorporated by reference is considered to be a part of this prospectus and later information filed with the Commission will update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or after the date of this prospectus and until this offering is completed or terminated:

•   Our Annual Report on Form 10-K for the fiscal year ended January 31, 2007 filed with the Commission on March 28, 2007;

•   Our Quarterly Reports on Form 10-Q for the quarterly periods ended April 30, 2007 and July 31, 2007 filed with the Commission on June 8, 2007 and September 10, 2007, respectively;

•   Our Current Reports on Form 8-K filed with the Commission on February 6, 2007, June 12, 2007, October 3, 2007 and November 7, 2007; and

•   A description of our Class A common stock contained in our Registration Statement on Form 10 and all amendments or reports filed with the Commission for the purpose of updating such description.

Nothing in this prospectus shall be deemed to incorporate information furnished but not filed with the Commission pursuant to Item 2.02 or 7.01 of Form 8-K.

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Our financial statements and related financial information for the fiscal year ended January 31, 2007 (the “January 10-K”) have been revised to reflect certain discontinued operations and are reflected in our Current Report on Form 8-K filed with the Commission on November 7, 2007. Accordingly, you should read our January 10-K in connection with that Form 8-K. Our financial statements and related financial information contained in our Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2007 have not been revised to reflect these discontinued operations and are therefore not stated on a basis entirely comparable to that of the other financial statements and related financial information incorporated by reference herein.

You may request a copy of these filings, at no cost, by writing or telephoning us at the following postal, e-mail address or telephone number:

Thomas T. Kmiecik, Assistant Treasurer
Forest City Enterprises, Inc.
50 Public Square
Terminal Tower, Suite 1100
Cleveland, Ohio 44113-2203
(216) 621-6060
tomkmiecik@forestcity.net

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PROSPECTUS SUMMARY

Forest City

Founded in 1920 and publicly traded since 1960, we are principally engaged in the ownership, development, management and acquisition of commercial and residential real estate and land in 25 states and the District of Columbia. At July 31, 2007, we had approximately $9.5 billion in consolidated assets, of which approximately $8.7 billion was invested in real estate, at cost. Our core markets include the New York City/ Philadelphia metropolitan area, Denver, Boston, the Greater Washington D.C./ Baltimore metropolitan area, Chicago and the state of California. We have offices in Boston, Chicago, Denver, Los Angeles, London (England), New York City, San Francisco and Washington, D.C., and our corporate headquarters are in Cleveland, Ohio. Our portfolio of real estate assets is diversified both geographically and among property types.

We operate our business through three primary strategic business units:

•   Commercial Group, our largest business unit, owns, develops, acquires and operates regional malls, specialty/urban retail centers, office and life science buildings, hotels and mixed-use projects.

•   Residential Group owns, develops, acquires and operates residential rental property, including upscale and middle-market apartments and adaptive re-use developments. It also develops for-sale condominium projects and owns interests in entities that develop and manage military family housing.

•   Land Development Group acquires and sells both land and developed lots to residential, commercial and industrial customers. It also owns and develops land into master-planned communities and mixed-use projects.

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THE OFFERING

On November 8, 2006, we issued 3,894,232 Class A Common Units in Forest City Master Associates III, LLC, a newly formed limited liability company owned jointly by us and certain of our affiliates and Bruce C. Ratner and certain individuals and entities affiliated with Mr. Ratner (the “BCR Entities”), to Bruce C. Ratner and various BCR Entities. After a one-year lock-up period, holders may exchange the Class A Common Units for an equal number of shares of our Class A common stock or, at our option, cash equal to the then-current market price of the stock. We entered into a registration rights agreement with the BCR Entities in which we agreed to file a shelf registration statement with the Commission by November 8, 2007 with respect to resales of shares of Class A common stock into which the Class A Common Units may be exchangeable.

This summary is not a complete description of our Class A common stock. You should read the full text and more specific details contained elsewhere in this prospectus, including the “Item 1A. Risk Factors” section in our Annual Report on Form 10-K for the fiscal year ended January 31, 2007 filed with the Commission on March 28, 2007, and the other documents we refer to and incorporate by reference. For a more detailed description of our Class A common stock, see the section titled “Description of Capital Stock” in this prospectus.

Issuer	Forest City Enterprises, Inc., an Ohio corporation.
Securities Offered	3,894,232 shares of our Class A common stock issuable upon the exchange of Class A Common Units owned by the selling shareholders.
Use of Proceeds	We will not receive any of the proceeds from the sale of the shares of our Class A common stock.
Listing	Our Class A common stock is traded on the New York Stock Exchange under the symbol “FCEA.”
U.S. Federal Income Tax Considerations	You should consult your tax advisor with respect to the application of U.S. federal income tax laws to your own particular situation, as well as any tax consequences of ownership and disposition of our Class A common stock arising under the U.S. federal estate or gift tax rules or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable treaty. See “Material U.S. Federal Tax Considerations.”
Risk Factors	Investment in our Class A common stock involves risks. You should carefully consider the information under the section titled “Item 1A. Risk Factors” beginning on page 4 of our Annual Report on Form 10-K for the fiscal year ended January 31, 2007 filed with the Commission on March 28, 2007 and incorporated into this prospectus by reference.

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USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares of Class A common stock. See “Selling Shareholders” for a list of the persons or entities receiving proceeds from the sale of the shares of Class A common stock.

DESCRIPTION OF CAPITAL STOCK

This section describes the general terms and provisions of the shares of our Class A common stock and the general terms and conditions of the shares of our Class B common stock. The description set forth below of our Class A common stock and Class B common stock is not complete and is subject to our Amended Articles of Incorporation. You should refer to our Amended Articles of Incorporation for specific information about our Class A common stock and Class B common stock.

Our Amended Articles of Incorporation authorize the issuance of 271,000,000 shares of our Class A common stock, of which, at November 2, 2007, 78,218,031 shares were issued, 7,865 shares were held in treasury and 78,210,166 shares were outstanding and were held of record by 793 shareholders, and 56,000,000 shares of our Class B common stock, convertible on a share-for-share basis into Class A common stock, of which, at November 2, 2007, 24,617,988 shares were issued, no shares were held in treasury and 24,617,988 shares were outstanding and were held of record by 492 shareholders.

General

Except as described below, the shares of our Class A common stock and the shares of our Class B common stock are in all respects identical. The holders of our Class A common stock and Class B common stock are entitled to participate in any dividend, reclassification, merger, consolidation, reorganization, recapitalization, liquidation, dissolution or winding up of the affairs of the Company, share-for-share, without priority or other distinction between classes.

Both the Class A common stock and Class B common stock are listed on the New York Stock Exchange. As of November 2, 2007, Class A common stock accounted for approximately 76% of the total number of shares of common stock outstanding.

Dividends

Our board of directors is not required to declare a regular cash dividend in any fiscal year. The Class A common stock and Class B common stock will participate equally on a share-for-share basis in any and all cash and non-cash dividends paid, other than as described below. No cash dividend can be paid on a class of common stock until provision is made for payment of a dividend of at least an equal amount on a share-for-share basis on the other class of common stock. If our board of directors determines to declare any stock dividend with respect to either class of common stock, it must at the same time declare a proportionate stock dividend with respect to the other class of common stock. If the shares of either class of common stock are combined or subdivided, the shares of the other class of common stock must be combined or subdivided in an equivalent manner. In the discretion of our board of directors, dividends payable in Class A common stock may be paid with respect to shares of either class of common stock, but dividends payable in Class B common stock may be paid only with respect to shares of our Class B common stock.

Voting Rights

The holders of the Class A common stock, voting as a separate class, are entitled to elect 25% of the directors rounded up to the nearest whole number. All other directors are elected by the holders of the Class B common stock voting as a separate class. Cumulative voting for the election of directors is provided by Ohio law if notice in writing is given by any shareholder to the president, a vice president or the secretary not less than 48 hours before the time fixed for the holding of the meeting that the shareholder desires cumulative voting with respect to the election of directors by a class of shareholders to which he belongs, and if an announcement of the giving of the notice is made upon the convening of the meeting by the chairman or

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secretary or by or on behalf of the shareholder giving the notice. If cumulative voting is in effect for a class, each holder of shares of that class will have the right to accumulate the voting power that he possesses at the election with respect to shares of that class. This means that each holder of shares of our Class A common stock or Class B common stock, as the case may be, will have as many votes as equal the number of shares of that class of common stock owned by the holder multiplied by the number of directors to be elected by the holders of that class of common stock. These votes may be distributed among the total number of directors to be elected by the holders of that class of common stock or distributed among any lesser number, in the proportion as the holder may desire.

If the number of outstanding shares of our Class A common stock is, as of the record date for any shareholder meeting at which directors will be elected, less than 10% of the combined outstanding shares of our Class A and Class B common stock, then the holders of our Class A common stock will not have the right to elect 25% of the directors. If this occurs, the holders of our Class A common stock and the holders of our Class B common stock would vote together as a single class in the election of all directors, with each Class A share having one vote and each Class B share having ten votes.

Further, if the number of outstanding shares of our Class B common stock as of the above-mentioned record date is less than 500,000 shares, the holders of our Class B common stock will not have the right to elect 75% of the directors. If this occurs, the holders of our Class A common stock would continue to vote as a separate class to elect 25% of the directors rounded up to the nearest whole number, and the holders of our Class A and Class B common stock would vote together as a single class in the election of the remaining directors, with each Class A share having one vote and each Class B share having ten votes.

The holders of our Class A common stock and the holders of our Class B common stock are entitled to vote as separate classes:

•   for the election of directors (subject to exceptions described above);

•   to amend our Amended Articles of Incorporation or our Code of Regulations or approve a merger or consolidation of us with or into another corporation if the amendment, merger or consolidation would adversely affect the rights of the particular class; and

•   on all matters as to which class voting may be required by applicable Ohio law.

The holders of the Class A common stock vote together with the holders of the Class B common stock as a single class on all matters that are submitted to shareholder vote, except as discussed above. When all holders of our shares vote as a single class, each Class A share has one vote and each Class B share has ten votes.

Conversion

Holders of shares of our Class B common stock are entitled to convert, at any time and at their election, each share of Class B common stock into one share of our Class A common stock. Shares of Class A common stock are not convertible.

Other Terms

Our shareholders have no preemptive or other rights to subscribe for additional shares of our voting securities, except for the conversion rights of Class B common stock described above and conversion or put rights that may be granted to holders of our debt securities and preferred stock, if any. Upon any liquidation, dissolution or winding up of Forest City, the assets legally available for distribution to holders of all classes of common stock are distributable ratably among the holders of the shares of all classes of common stock outstanding at the time. No class of common stock is subject to redemption.

Transfer Agent

National City Bank, Cleveland, Ohio, currently serves as transfer agent for our common stock.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS

The following summary describes certain material United States federal income tax statutory and regulatory provisions that may pertain to the purchase, ownership and disposition of our Class A common stock. This summary is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (final and temporary) and judicial or ruling authority now in effect, all of which are subject to change (either retroactively or prospectively and including changes in effective dates) or possible differing interpretations, which could result in U.S. federal income tax consequences different from those discussed below. This summary does not purport to deal with persons in special tax situations, such as:

•   financial institutions;

•   insurance companies;

•   regulated investment companies;

•   dealers in securities or currencies;

•   tax-exempt entities;

•   persons holding our Class A common stock as a hedge against currency risks or as a position in a “straddle” or conversion transaction for tax purposes;

•   partnerships or other entities classified as partnerships for U.S. federal income tax purposes;

•   persons subject to the alternative minimum tax; or

•   holders whose functional currency is not the United States dollar.

We have not sought, nor will we seek, any ruling from the Internal Revenue Service (the “IRS”) with respect to matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of our Class A common stock or that any such position would not be sustained. Persons considering the purchase, ownership or disposition of our Class A common stock should consult their own tax advisors concerning the application of U.S. federal income tax laws to their particular situations as well as any consequences of the purchase, ownership and disposition of our Class A common stock arising under the laws of any state, local or foreign taxing jurisdiction.

As used herein, the term “U.S. holder” means a beneficial owner of our Class A common stock that is for United States federal income tax purposes:

•   an individual citizen or resident of the United States;

•   a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof;

•   an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•   a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States persons have the authority to control all substantial decisions of the trust or if the trust has validly made an election to be treated as a United States person under applicable Treasury Regulations.

The U.S. federal income tax treatment of a partner in a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) that holds our Class A common stock generally will depend on such partner’s particular circumstances and on the activities of the partnership. Partners in such partnerships should consult their own tax advisors.

As used herein, the term “non-U.S. holder” means a beneficial owner of our Class A common stock that is not a U.S. holder.

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U.S. Holders

Distributions on Common Stock

Distributions paid on our Class A common stock (other than certain pro rata distributions of our Class A common stock) generally will be treated as dividends and includable in the income of a U.S. holder as ordinary income to the extent of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Dividends paid to U.S. holders that are individuals are currently taxed (temporarily through 2010) at the rates applicable to long-term capital gains if the holder meets certain holding period and other requirements. Dividends paid to U.S. holders that are United States corporations may qualify for the dividends received deduction if the holder meets certain holding period and other requirements. Distributions on shares of our Class A common stock that exceed our current and accumulated earnings and profits will be treated first as a non-taxable return of capital, reducing the holder’s basis in the shares of our Class A common stock. Any such distributions in excess of the holder’s basis in the shares of our Class A common stock generally will be treated as capital gain from a sale or exchange of such stock.

Sale or Exchange of Common Stock

Upon the sale or exchange of our Class A common stock, a U.S. holder generally will recognize capital gain or loss equal to the difference between (1) the amount of cash plus the fair market value of any property received upon the sale or exchange and (2) such U.S. holder’s adjusted tax basis in our Class A common stock. The deductibility of capital losses is subject to limitations. Any capital gain or loss recognized by a holder will be long-term capital gain or loss if our Class A common stock was held for more than one year. Long-term capital gain of a non-corporate U.S. holder is eligible for a reduced rate of tax.

Non-U.S. Holders

Distributions on Common Stock

Dividends paid on our Class A common stock if any (other than certain pro rata distributions of our Class A common stock), excluding dividends that are effectively connected with the conduct of a trade or business in the United States by such non-U.S. holder, will be subject to U.S. federal withholding tax at a 30% rate or such lower rate provided under any applicable income tax treaty. Except to the extent that an applicable tax treaty otherwise provides, a non-U.S. holder will be subject to tax in the same manner as a U.S. holder on dividends paid or deemed paid that are effectively connected with the conduct of a trade or business in the U.S. by the non-U.S. holder. If such non-U.S. holder is a foreign corporation, it may in certain circumstances also be subject to a U.S. branch profits tax on such effectively connected income at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. Even though such effectively connected dividends are subject to income tax, and may also be subject to the branch profits tax, they will not be subject to U.S. withholding tax if the non-U.S. holder delivers a Form W-8ECI to the payor.

A non-U.S. holder of our Class A common stock who wishes to claim the benefit of an applicable treaty rate is required to satisfy applicable certification requirements, generally on IRS Form W-8BEN.

Sale or Exchange of Common Stock

Any capital gain realized by a non-U.S. holder upon the sale or exchange of our Class A common stock generally will not be subject to U.S. federal income and withholding tax, provided that (1) such gain is not effectively connected with the conduct of a trade or business in the United States by such non-U.S. holder and (2) in the case of an individual non-U.S. holder, such individual is not present in the United States for 183 days or more in the taxable year of the sale or exchange. The Foreign Investment in Real Property Tax Act (“FIRPTA”) subjects a non-U.S. holder to tax on the disposition of a United States Real Property Interest (“USRPI”) in the same manner as a U.S. holder. However, provided our Class A common stock continues to be traded on an established securities market, a sale of any such Class A common stock by a non-U.S. holder would be subject to U.S. federal income tax under FIRPTA only if such non-U.S. holder held more than 5% of our Class A common stock at any time during the shorter of (a) the period during which such

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non-U.S. holder held the common stock or (b) the five-year period ending on the date of the sale or exchange. If that were the case, the non-U.S. holder would be subject to withholding at the rate of 10% on the amount realized on the sale. Any such tax withheld would be credited towards the non-U.S. holder’s U.S. federal income tax liability.

Information Reporting and Backup Withholding

Information returns may be filed with the IRS and backup withholding may be collected in connection with payments of dividends on our Class A common stock, if any, and payments of the proceeds of the sale or exchange of our Class A common stock by a holder.

A U.S. holder will not be subject to backup withholding if such U.S. holder provides its taxpayer identification number to us or our agent and complies with certain certification procedures or otherwise establishes an exemption from backup withholding. Certain holders, including corporations, are generally not subject to backup withholding.

In addition, a non-U.S. holder may be subject to United States backup withholding on these payments unless such non-U.S. holder complies with certification procedures to establish that such non-U.S. holder is not a United States person.

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be offset by the amount withheld. If backup withholding results in an overpayment of U.S. federal income taxes, a refund or credit may be obtained from the IRS, provided the required information is timely furnished.

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SELLING SHAREHOLDERS

Selling shareholders, including their transferees or donees or their successors, may from time to time offer and sell up to an aggregate of 3,894,232 shares of our Class A common stock pursuant to this prospectus.

The following table sets forth information with respect to the selling shareholders and the amount of shares of Class A common stock owned by each selling shareholder that may be offered pursuant to this prospectus.

Information concerning other selling shareholders may be set forth in prospectus supplements from time to time, if required. The number of shares of Class A common stock owned by the selling shareholders or any future transferee from any such holder assumes that they do not own any shares of Class A common stock other than shares of Class A common stock issuable upon an exchange of the holders’ Class A Common Units. The percentage of Class A Common Units indicated as owned is based on 3,894,232 Class A Common Units outstanding at November 7, 2007.

						Shares of Class A Common
	Amount of					Stock Issuable upon an					Shares of Class A
	Class A Common Units					Exchange of Class A					Common Stock to be
	Owned					Common Units					Owned After Offering(1)
Name of Selling Shareholder	Number		Percentage			Number		Percentage(2)			Number		Percentage
RRG New B.U.G., LLC		362,511		9.3	%		362,511		*			0		*
RRG New S.I.A.C., LLC		273,495		7.0	%		273,495		*			0		*
RRG Flatbush Associates, L.P.		246,290		6.3	%		246,290		*			0		*
RRG Myrtle, LLC		605,665		15.6	%		605,665		*			0		*
RRG Fulton Associates, L.P.		113,216		2.9	%		113,216		*			0		*
RRG Tech Place Associates, L.P.		143,725		3.7	%		143,725		*			0		*
Bruce C. Ratner(3)		183,610		4.7	%		183,610		*			0		*
RRG Harlem Office, LLC		97,369		2.5	%		97,369		*			0		*
BR Master Limited Partnership		841,027		21.6	%		841,027		1.1	%		0		*
RRG Queens Place, LLC		319,895		8.2	%		319,895		*			0		*
RRG Retail Properties, LLC		133,725		3.4	%		133,725		*			0		*
RRG Hanson, LLC		131,012		3.4	%		131,012		*			0		*
RRG Gowanus Canal, Inc.		42,222		1.1	%		42,222		*			0		*
FC Quartermaster Retail II, L.P.		26,165		0.7	%		26,165		*			0		*
FC Quartermaster Retail, L.P.		19,990		0.5	%		19,990		*			0		*
RRG New Residential Properties, LLC		168,377		4.3	%		168,377		*			0		*
FC Forest Avenue Retail, LLC		70,128		1.8	%		70,128		*			0		*
RRG Court Street Retail, LLC		115,810		3.0	%		115,810		*			0		*
TOTAL		3,894,232		100.0	%		3,894,232		4.7	%		0		*

*

Less than 1%.

(1)

We do not know when or in what amounts the selling shareholders may offer shares for sale. The selling shareholders might not sell any or all of the shares offered by this prospectus. Because the selling shareholders may offer any amount of the shares pursuant to this offering, we cannot estimate the number of shares that will be held by the selling shareholders after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, none of the shares covered by this prospectus will be held by the selling shareholders.

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(2)	Calculated based on 78,210,166 shares of our Class A common stock outstanding as of November 2, 2007 increased by the assumed exchange of the Class A Common Units held by the selling shareholder.
(3)	Mr. Ratner serves as one of our Executive Vice Presidents and Directors and is Chairman and Chief Executive Officer of Forest City Ratner Companies, LLC, one of our subsidiaries. Other than the Class A Common Units specified, Mr. Ratner does not own any shares of Class A common stock, nor any options to purchase any shares of Class A common stock.

PLAN OF DISTRIBUTION

The shares of Class A common stock may be sold from time to time directly by the selling shareholder or, alternatively, through underwriters, broker-dealers or agents. Such shares of Class A common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which our Class A common stock may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, (iv) through the writing of options, (v) through the distribution of the shares of Class A common stock by any selling shareholder to its partners, members or shareholders, (vi) sales through underwriters or broker-dealers who may receive compensation in the form of underwriting discounts, concessions or commissions, or (vii) a combination of any of the foregoing.

In addition, any shares of Class A common stock that qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.

In effecting sales, broker-dealers or agents engaged by the selling shareholders may agree with the selling shareholder to sell a specified number of securities at a stipulated price and also may arrange for other broker-dealers to participate. Broker-dealers or their agents may receive commissions, discounts or concessions from the selling shareholders in amounts to be negotiated immediately prior to the sale.

In offering the shares of Class A common stock, the selling shareholders and any broker-dealers who execute sales for the selling shareholders may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. Any profits realized by the selling shareholders and the compensation of any broker-dealer may be deemed to be underwriting discounts and commissions under the Securities Act. Selling shareholders who are deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. To the extent selling shareholders may be deemed to be “underwriters,” they may be subject to statutory liabilities, including, but not limited to, Sections 11, 12 and 17 of the Securities Act.

In order to comply with the securities laws of certain states, if applicable, shares of Class A common stock must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the shares of Class A common stock may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

We have advised the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares of Class A common stock in the market and to the activities of the selling shareholders. In addition, we will make copies of this prospectus available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act, which may include delivery through the facilities of the New York Stock Exchange pursuant to Rule 153 under the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

To our knowledge, there are currently no plans, arrangements or undertakings between any selling shareholder and any underwriter, broker-dealer or agent regarding the sale of the shares of Class A common stock by the selling shareholders.

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At the time a particular offer of shares of Class A common stock is made, if required, a prospectus supplement will be distributed that will set forth the amount of shares being offered and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public.

LEGAL MATTERS

Certain legal matters incident to the issuance and validity of the shares of Class A common stock will be passed upon for us by Geralyn Presti, Senior Vice President, General Counsel and Assistant Secretary of Forest City. As of November 2, 2007, Ms. Presti owned 22,852 shares of our Class A common stock, including 5,500 restricted shares, 1,259 shares of our Class B common stock and 46,810 options to purchase shares of our Class A common stock.

EXPERTS

The financial statements incorporated in this prospectus by reference to our Current Report on Form 8-K dated November 7, 2007 and the financial statement schedules and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K of Forest City Enterprises, Inc. for the year ended January 31, 2007 have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

The following table sets forth an estimate of the expenses, other than underwriting discounts and commissions, payable in connection with the sale and distribution of the securities being registered. All such expenses will be borne by us.

Securities and Exchange Commission Registration Fee	$	6,453
Accounting fees and expenses		15,000
Legal fees and expenses		25,000
Printing fees and expenses		6,500
Miscellaneous expenses		1,000
Total	$	53,953

Item 15.  Indemnification of Directors and Officers.

Under Ohio law, Ohio corporations are authorized to indemnify directors, officers, employees, and agents within prescribed limits and must indemnify them under certain circumstances. Ohio law does not provide statutory authorization for a corporation to indemnify directors, officers, employees and agents for settlements, fines or judgments in the context of derivative suits. However, it provides that directors (but not officers, employees and agents) are entitled to mandatory advancement of expenses, including attorneys’ fees, incurred in defending any action, including derivative actions, brought against the director, provided that the director agrees to cooperate with the corporation concerning the matter and to repay the amount advanced if it is proved by clear and convincing evidence that his act or failure to act was done with deliberate intent to cause injury to the corporation or with reckless disregard to the corporation’s best interests.

Ohio law does not authorize payment of judgments to a director, officer, employee or agent after a finding of negligence or misconduct in a derivative suit absent a court order. Indemnification is permitted, however, to the extent such person succeeds on the merits. In all other cases, if a director, officer, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, indemnification is discretionary except as otherwise provided by a corporation’s articles, code of regulations or by contract except with respect to the advancement of expenses of directors.

Under Ohio law, a director is not liable for monetary damages unless it is proved by clear and convincing evidence that his action or failure to act was undertaken with deliberate intent to cause injury to the corporation or with reckless disregard for the best interests of the corporation. There is, however, no comparable provision limiting the liability of officers, employees or agents of a corporation. The statutory right to indemnification is not exclusive in Ohio, and Ohio corporations may, among other things, procure insurance for such persons.

Our code of regulations provides that we shall indemnify any person made or threatened to be made a party to any action, suit or proceeding, other than an action by us or in our right, by reason of the fact that he is or was our director, officer, employee or agent or is or was serving at our request as a director, trustee, officer, member, manager, employee or agent of any other corporation, partnership, limited liability company, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interest, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Under the terms of our directors’ and officers’ liability and company reimbursement insurance policy, our directors and officers are insured against certain liabilities, including liabilities arising under the Securities Act.

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Item 16.  Exhibits.

Exhibit
No.			Description Of Document
	4	.1	Amended Articles of Incorporation adopted as of October 11, 1983 (incorporated by reference to Exhibit 3.1 to the registrant’s Form 10-Q for the quarter ended October 31, 1983 (File No. 1-4372)).
	4	.2	Certificate of Amendment by Shareholders to the Articles of Incorporation of Forest City Enterprises, Inc. dated June 24, 1997 (incorporated by reference to Exhibit 4.14 to the registrant’s Registration Statement on Form S-3 (Registration No. 333-41437)).
	4	.3	Certificate of Amendment by Shareholders to the Articles of Incorporation of Forest City Enterprises, Inc. dated June 16, 1998 (incorporated by reference to Exhibit 4.3 to the registrant’s Registration Statement on Form S-8 (Registration No. 333-61925)).
	4	.4	Certificate of Amendment by Shareholders to the Articles of Incorporation of Forest City Enterprises, Inc., effective as of June 20, 2006 (incorporated by reference to Exhibit 3.6 to the registrant’s Form 10-Q for the quarter ended July 31, 2006 (File No. 1-4372)).
	4	.5	Code of Regulations as amended June 15, 2006 (incorporated by reference to Exhibit 3.5 to the registrant’s Form 10-Q for the quarter ended July 31, 2006 (File No. 1-4372)).
	5	.1	Opinion of General Counsel of Forest City Enterprises, Inc.
	10	.1	Registration Rights Agreement by and among Forest City Enterprises, Inc. and the holders of BCR Units listed on Schedule A thereto dated November 8, 2006.
	23	.1	Consent of PricewaterhouseCoopers LLP.
	23	.2	Consent of General Counsel of Forest City Enterprises, Inc. (included in Exhibit 5.1).
	24	.1	Power of Attorney.

Item 17.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) under the Securities Act that is part of this registration statement.

(2)  That, for the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)  That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)  Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)  Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness and the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)  That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and

(iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(h)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 of this Registration Statement, or otherwise (other than insurance), the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it or them is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on November 7, 2007.

FOREST CITY ENTERPRISES, INC.

By: /s/  Thomas G. Smith

Thomas G. Smith,

Executive Vice President, Chief Financial

Officer and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities noted on November 7, 2007.

Signature	Title
/s/  Albert B. Ratner* Albert B. Ratner*	Co-Chairman of the Board and Director
/s/  Samuel H. Miller* Samuel H. Miller	Co-Chairman of the Board, Treasurer and Director
/s/  Charles A. Ratner Charles A. Ratner	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/  Thomas G. Smith Thomas G. Smith	Executive Vice President, Chief Financial Officer and Secretary (Principal Financial Officer)
/s/  Linda M. Kane Linda M. Kane	Senior Vice President and Corporate Controller (Principal Accounting Officer)
/s/  James A. Ratner* James A. Ratner	Executive Vice President and Director
/s/  Ronald A. Ratner* Ronald A. Ratner	Executive Vice President and Director
/s/  Brian J. Ratner* Brian J. Ratner	Executive Vice President and Director
/s/  Bruce C. Ratner* Bruce C. Ratner	Executive Vice President and Director
/s/  Deborah Ratner Salzberg* Deborah Ratner Salzberg	Director
/s/  Michael P. Esposito, Jr.* Michael P. Esposito, Jr.	Director

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Signature	Title
/s/  Scott S. Cowen* Scott S. Cowen	Director
/s/  Jerry V. Jarrett* Jerry V. Jarrett	Director
/s/  Joan K. Shafran* Joan K. Shafran	Director
/s/  Louis Stokes* Louis Stokes	Director
/s/  Stan Ross* Stan Ross	Director

* The undersigned, pursuant to a Power of Attorney executed by each of the Directors and Officers identified above and filed with the Securities and Exchange Commission, by signing his name hereto, does hereby sign and execute this Form S-3 on behalf of each of the persons noted above, in the capacities indicated.

/s/  Charles A. Ratner

Charles A. Ratner, Attorney-in-fact

II-6.1

EX-5.1

Exhibit 5.1

[Letterhead of Forest City Enterprises, Inc.]

November 7, 2007

Forest City Enterprises, Inc.
Terminal Tower, 50 Public Square, Suite 1100
Cleveland, OH 44113
 

       Re: Registration Statement on Form S-3ASR filed by Forest City Enterprises, Inc.

 Ladies and Gentlemen:

       As Senior Vice President, General Counsel and Assistant Secretary for Forest City Enterprises, Inc., an Ohio corporation (the “Company”), I have acted as counsel in connection with the Registration Statement on Form S-3 to which this opinion has been filed as an exhibit (the “Registration Statement”). The Company is filing the Registration Statement with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale of 3,894,232 shares of Class A common stock of the Company issuable upon an exchange of Class A Common Units of Forest City Master Associates III, LLC (the “Class A Shares”).

     In rendering this opinion, I have examined such documents and records, including an examination of originals or copies certified or otherwise identified to my satisfaction, and matters of law as I have deemed necessary for purposes of this opinion.

     Based upon the foregoing and subject to the assumptions, qualifications and limitations stated herein, I am of the opinion that the Class A Shares are validly issued, fully paid and nonassessable.

     It is understood that this opinion is to be used only in connection with the offer and sale of the Class A Shares while the Registration Statement is effective.

     In rendering the foregoing opinion, I have relied as to certain factual matters upon certificates of officers of the Company, and I have not independently checked or verified the accuracy of the statements contained therein. In rendering the foregoing opinions, my examination of matters of law has been limited to, and I express no opinion as to, the laws of any jurisdiction other than the laws of the State of Ohio and the federal laws of the United States of America, as in effect on the date hereof.

     I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to myself under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Geralyn M. Presti
Senior Vice President, General Counsel
and Assistant Secretary

EX-10.1

Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 8, 2006, by and among Forest City Enterprises, Inc., an Ohio corporation (the “Company”), and the holders of BCR Units listed from time to time on Schedule A hereto (collectively, and as further described in the recitals below, the “Holders”).

     WHEREAS, in connection with the consummation of the transactions contemplated by the Master Contribution Agreement, certain of the BCR Entities and BCR Individuals have received BCR Units in Master III; and

     WHEREAS, in connection therewith, the Company has agreed to grant to those BCR Entities and BCR Individuals and each permitted transferee of BCR Units under the Master III Operating Agreement (including members of Key Management and Affiliates of members of Key Management to the extent that may be required in connection with an Exchange Notice delivered pursuant to Paragraph 8 of Exhibit A to the Master III Operating Agreement (as such terms are defined in the Master III Operating Agreement)) (each a “Holder”) the registration rights set forth below.

     NOW, THEREFORE, the parties hereto, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, hereby agree as follows:

ARTICLE I

DEFINITIONS

     1.1. Definitions. In addition to the words and terms defined elsewhere in this Agreement, each capitalized word or term used as a defined term but not otherwise defined in this Agreement shall have the meaning assigned to it in the Master Contribution Agreement (defined below), unless the context or use clearly indicates another meaning or intent. In addition, the following terms and phrases shall, for purposes of this Agreement, have the meanings set forth below:

     “Agreement” has the meaning set forth in the recitals.

     “BCR” means Bruce C. Ratner, an individual.

     “Business Day” means any day on which the New York Stock Exchange (or any successor exchange) is open for trading.

     “Common Stock” means the Class A Common Stock ($.33 1/3 par value) of the Company.

     “Company” has the meaning set forth in the recitals.

     “Company Offering” has the meaning set forth in Section 4.1(b).

     “Company Sale Period” has the meaning set forth in Section 4.1(b).

     “Conversion Shares” means (i) all or any portion of the shares of Common Stock received by the Holders, or issuable to the Holders, upon exercise of their rights to exchange or convert all or a portion of their BCR Units for shares of Common Stock pursuant to the Master III Operating Agreement and (ii) any shares of Common Stock issued as a dividend or other distribution with respect to, in exchange for or in replacement of the BCR Units or Common Stock referred to in clause (i) above.

     “Eligible Securities” means all or any portion of the Conversion Shares; provided, that, as to any proposed offer or sale of Eligible Securities, such securities shall cease to be Eligible Securities with respect to such proposed offer or sale when (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) such securities are permitted to be sold pursuant to Rule 144(k) (or any successor provision to such Rule) under the Securities Act to be confirmed in a written opinion of counsel to the Company addressed to the Holders, or (iii) such securities shall have been otherwise transferred pursuant to an applicable exemption under the Securities Act, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and such securities shall be freely transferable to the public without registration under the Securities Act.

     “End of Suspension Notice” has the meaning set forth in Section 6.3(b).

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the relevant time.

     “Holder” shall have the meaning set forth in the recitals.

     “Initial Shelf Effectiveness Period” has the meaning set forth in Section 3.1(b).

     “Lock-up Expiration Date” has the meaning set forth in Section 3.1(a).

     “Master III” means Forest City Master Associates III, LLC, a New York limited liability company.

     “Master III Operating Agreement” means the Amended and Restated Limited Liability Company Operating Agreement of Forest City Master Associates III, LLC, dated as of the date hereof, as the same may be amended from time to time.

     “Master Contribution Agreement” means the Master Contribution and Sale Agreement, dated as of August 10, 2006, among the Company, certain entities affiliated with the Company, Master III and certain entities and individuals affiliated with BCR, as the same may have been amended, supplemented or modified.

     “Other Holder” has the meaning set forth in Section 4.2.

     “Other Securities” has the meaning set forth in Section 5.1.

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     “Person” means an individual, a partnership (general or limited), corporation, limited liability company, joint venture, business trust, cooperative, association or other form of business organization, whether or not regarded as a legal entity under applicable law, a trust (inter vivos or testamentary), an estate of a deceased, insane or incompetent person, a quasi-governmental entity, a government or any agency, authority, political subdivision or other instrumentality thereof, or any other entity.

     “Post-Effective Suspension Event” has the meaning set forth in Section 6.3(a).

     “Pre-Effective Suspension Event” has the meaning set forth in Section 4.1(c).

     “Registration Expenses” means all expenses incident to the Company’s performance of or compliance with the registration requirements set forth herein including, without limitation, the following: (i) the fees, disbursements and expenses of the Company’s attorneys, accountants and experts in connection with the registration of Eligible Securities under the Securities Act; (ii) all expenses in connection with the preparation, printing and filing of the registration statement, any preliminary or final prospectus, any other offering document and any amendments and supplements thereto and the mailing and delivering of copies thereof to the underwriters and dealers; (iii) the cost of printing or producing any agreement(s) among underwriters, underwriting agreement(s) and blue sky or legal investment memoranda, any selling agreements and any other documents in connection with the offering, sale or delivery of Eligible Securities; (iv) all expenses in connection with the qualification of Eligible Securities for offering and sale under the securities or “blue sky” laws of any state, including the fees and disbursements of counsel for the underwriters in connection with such qualification; (v) the filing fees incident to securing any required review by NASD, Inc. of the terms of the sale of Eligible Securities; (vi) fees and expenses incurred in connection with the listing of Eligible Securities on each securities exchange on which securities of the same class are then listed, and (vii) all SEC and blue sky registration fees attributable to Eligible Securities; except that, Registration Expenses with respect to any registration pursuant hereto shall not include (x) transfer taxes applicable to Eligible Securities, (y) underwriting discounts and selling commissions attributable to the sale of any Eligible Securities, and (z) fees and expenses, if any, of any counsel retained by any Holder or any underwriter, other than the reasonable fees and expenses of any counsel retained by BCR in an amount not to exceed $15,000 annually (collectively, clauses (x), (y) and (z) are referred to as the “Selling Expenses”).

     “SEC” means the Securities and Exchange Commission.

     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the relevant time.

     “Selling Holders” means the Holder or Holders who request registration pursuant to Section 3.1, 4.1, 4.2 or 5.1.

     “Shelf Registration Statement” means a “shelf” registration statement of the Company prepared pursuant to the provisions of this Agreement which provides for the offering and sale of Eligible Securities on an appropriate form under Rule 415 under the Securities Act, or any successor or similar rule that may be adopted by the SEC, and all amendments and supplements

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to such registration statement, including post-effective amendments and prospectus supplements, in each case including the prospectus contained therein, as supplemented, all exhibits thereto and all material incorporated by reference therein.

     “Suspension Notice” has the meaning set forth in Section 6.3(b).

ARTICLE II

EFFECTIVENESS OF REGISTRATION RIGHTS

  2.1. Participation in Registration Process by Holders of BCR Units in Master III. Subject to the Holder’s compliance with the provisions of Articles III, IV or V below, as applicable, a Holder will be permitted to exercise the registration rights described in this Agreement in respect of the Eligible Securities prior to the receipt by such Holder of said Eligible Securities so long as prior to or concurrently with the exercise or participation in a registration process the Holder has, to the extent contractually required to do so, delivered to Master III an exchange or conversion request that complies with the terms of the interests being exchanged or converted including, without limitation, any “lock-up” or other restrictions on the sale or conversion of BCR Units contained in the Master III Operating Agreement; except that, (a) the Company’s obligations to comply with such request for registration shall be suspended, for a period not to exceed ten (10) days after receipt of an Exchange Notice (as defined in the Master III Operating Agreement) by the Company, until Master III delivers an Election Notice (as defined in the Master III Operating Agreement) to the Holder, and (b) the Company will be obligated to satisfy a registration request only with respect to the portion of such exchange or conversion request that is to be satisfied by the issuance of Common Stock to the Holder.

ARTICLE III

INITIAL REGISTRATION RIGHTS

  3.1. Shelf Registration.

     (a) Following the Principal Closing Date and prior to the first anniversary of the date of this Agreement, the Company shall file with the SEC, and thereafter shall use commercially reasonable efforts to cause to be declared effective as promptly as practicable but in no event later than the first anniversary of the date of this Agreement, a Shelf Registration Statement relating to the offer and sale of the Eligible Securities by the Holders in accordance with the methods of distribution elected by the Holders participating in, and as set forth in, such Shelf Registration Statement; provided, however, that if the date contemplated by Section 2 of Exhibit A to the Master III Operating Agreement (the “Lock-up Expiration Date”) is a date prior to the first anniversary of the date of this Agreement, then the Company shall file the Shelf Registration Statement required by this Section 3.1(a) with the SEC as promptly as practicable after the Lock-up Expiration Date, and thereafter shall use commercially reasonable efforts to cause to be declared effective, as promptly as practicable but in no event later than the first anniversary of the date of this Agreement, such Shelf Registration Statement.

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     (b) The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus, as amended or supplemented, forming part thereof to be usable by Holders for a period of three years after the first anniversary of the date of this Agreement or, if the Shelf Registration Statement is filed prior to the first anniversary of the date of this Agreement pursuant to the proviso in Section 3.1(a) above, for a period of three years after the effective date of such Shelf Registration Statement, or for such shorter period that will terminate when all Eligible Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Eligible Securities (the “Initial Shelf Effectiveness Period”). The Initial Shelf Effectiveness Period shall automatically be extended to the extent required to permit brokers and dealers to comply with Rule 174 under the Securities Act or as otherwise provided herein.

     (c) The Company shall promptly supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration Statement, if required by the Securities Act, or, in the reasonable discretion of the Company, if reasonably requested by the Holders of a majority of the Eligible Securities covered by such Shelf Registration Statement or by any underwriter of such Eligible Securities.

     (d) From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the request of a Holder, and in any event upon ten (10) Business Days after such date:

          (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder so requesting is named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of the Eligible Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable;

          (ii) provide such Holder copies of any documents filed pursuant to Section 3.1(d)(i); and

          (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 3.1(d)(i).

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ARTICLE IV

DEMAND REGISTRATION RIGHTS

  4.1. Notice and Registration. If the Shelf Registration Statement contemplated by Article III hereof is no longer effective, and upon written notice from a Holder or Holders owning Eligible Securities requesting that the Company effect the registration under the Securities Act of all or part of the Eligible Securities held by such Holders, which notice shall specify the intended method or methods of disposition of such Eligible Securities, the Company will use commercially reasonable efforts to effect (as promptly as is practicable under the circumstances) the registration under the Securities Act of such Eligible Securities for disposition in accordance with the intended method or methods of disposition stated in such request (which request may be satisfied by means of a Shelf Registration Statement); and the Company agrees that it will use such a Shelf Registration Statement if the Company is then eligible to do so and a Shelf Registration Statement is requested by the Holder(s) in its written notice requesting registration, provided that:

     (a) If the Company shall have previously effected a registration with respect to a Holder’s Eligible Securities pursuant to this Article IV, the Company shall not be required to effect a registration for such Holder’s Eligible Securities pursuant to this Article IV until a period of twelve (12) months shall have elapsed from the effective date of the most recent such previous registration.

     (b) If, upon receipt of a registration request pursuant to this Article IV, the Company is advised in writing (with a copy to the Selling Holders) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with a public offering of securities by the Company that, in such firm’s opinion, a registration at the time and on the terms requested would materially adversely affect such public offering of securities by the Company (other than an offering in connection with employee benefit and similar plans) (a “Company Offering”) that had been contemplated by the Company prior to the notice by the Holders who initially requested registration, the Company shall not be required to effect a registration pursuant to this Article IV until the earliest of (i) three (3) months after the completion of such Company Offering, (ii) promptly after abandonment of such Company Offering, or (iii) three (3) months after the date of written notice from the Holders who initially requested registration (such period a “Company Sale Period”); except that, the Company may not exercise its rights to delay any registration under this Section 4.1(b) (x) more than once in any twelve (12) month period or (y) within four (4) months of the end of any delay effected pursuant to Section 4.1(c); and provided further that in no event shall Pre-Effective Suspension Events and Company Sale Periods be permitted to take effect for more than an aggregate of ninety (90) days in any twelve (12) month period.

     (c) If, while a registration request is pending pursuant to this Article IV, the Chief Executive Officer and the General Counsel of the Company, with the advice of counsel, determine in good faith, that (A) the filing of a registration statement or the declaration of effectiveness is reasonably likely to adversely affect a material financing, acquisition, disposition, merger or other comparable transaction involving the Company or (B) disclosure is reasonably likely to have a material adverse effect on the Company and, in each of (A) and (B), after the advice of counsel, the filing of a registration statement or the declaration of effectiveness would require the disclosure of material non-public information not otherwise required to be disclosed under applicable law (such

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circumstances being hereinafter referred to as a “Pre-Effective Suspension Event”), the Company shall deliver a certificate to such effect signed by its Chairman, Chief Executive Officer, President or any Vice President to the Selling Holders, and the Company shall not be required to effect a registration pursuant to this Article IV until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be material or (ii) ninety (90) days after the Company makes such determination; except that, in no event shall Pre-Effective Suspension Events be permitted to take effect (x) more than twice in any twelve (12) month period or (y) within four (4) months following the end of any Pre-Effective Suspension Event with respect to the same or substantially the same facts or circumstances; and provided further that in no event shall Pre-Effective Suspension Events and Company Sale Periods be permitted to exist for more than an aggregate of ninety (90) days in any twelve (12) month period.

     (d) (1) The Company shall not be required to effect more than one registration in any twelve (12) month period, provided that, at the time of the request for registration under this Section 4.1, at the time of the filing of the registration statement with the SEC and throughout the period in which the registration statement is to remain effective, the Company is eligible to register the Eligible Securities on Form S-3 under the Securities Act or any successor form.

     (2) Subject to Section 4.1(d)(3) below, if at any such time the Company is not eligible to register the Eligible Securities on Form S-3 under the Securities Act or any successor form, the Company shall not be required to file a registration statement for the Holders pursuant to this Section 4.1 after the Company has effected three (3) such registrations on a form other than Form S-3 under the Securities Act or any successor form pursuant to this Section 4.1 and such registrations have been declared or ordered effective.

     (3) Following the fifteenth anniversary of the effectiveness of the Shelf Registration Statement contemplated by Article III hereof, the Company shall not be required to file a registration statement for the Holders pursuant to this Section 4.1 after the Company has effected four (4) such registrations under the Securities Act following that fifteenth anniversary pursuant to this Section 4.1 and such registrations have been declared or ordered effective, except that, notwithstanding the limitation contained in this paragraph, the Holders may require the Company to file one (1) additional registration statement pursuant to this Section 4.1 within one year of the death of BCR. For the avoidance of doubt, for purposes of determining whether the Company has effected four (4) registrations pursuant to this Section 4.1(d)(3), any registrations effected pursuant to Section 4.1(d)(2) or Section 4.4 shall not be counted.

     (4) No registration of Eligible Securities under this Article IV shall relieve the Company of its obligation (if any) to effect registrations of Eligible Securities pursuant to Article V.

     (e) If the Eligible Securities of a Holder are registered for resale pursuant to an effective Shelf Registration Statement filed by the Company in compliance with this Agreement, then, for so long as that Shelf Registration Statement is effective and

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available for use by that Holder in compliance with applicable securities and other laws and without the need for any further action by the Company, and the Company is otherwise complying with any requirements of this Agreement relating to the Shelf Registration Statement, the Company will be deemed to have satisfied its obligations pursuant to this Article IV with respect to that Holder and the Eligible Securities so registered. For the avoidance of doubt, at any time in its sole discretion the Company may elect to include the Eligible Securities of any Holder, or any portion thereof, in any Shelf Registration Statement being filed by the Company.

  4.2. Other Holder Shares. Upon receipt of the written notice from Holders requesting registration under Section 4.1, the Company shall promptly, and in any event within ten (10) Business Days, give written notice to each of the other Holders (the “Other Holders”). Within ten (10) Business Days after receipt of such notice by any Other Holder, such Other Holder may request in writing that its Eligible Securities be included in such registration and, subject to Section 4.1 hereof, the Company shall include in such registration the Eligible Securities of any such Other Holder requested to be so included. Each such request by such Other Holder shall specify the number of shares of Eligible Securities proposed to be sold and the intended method of distribution thereof.

  4.3. Limitation on Registration Rights. Each registration of Eligible Securities requested by a Holder pursuant to Section 4.1 shall be with respect to a number of shares of Common Stock having an aggregate offering price (determined in the manner required by Form S-3 or any successor form) of not less than $10,000,000 or all of the Eligible Securities subject to this Agreement.

  4.4. Automatic Exercise of Demand Registration Rights. Upon the third anniversary of the effectiveness of the Shelf Registration Statement contemplated by Article III hereof, and thereafter upon each subsequent third anniversary of the effectiveness of any Shelf Registration Statement filed pursuant to this Section 4.4 until the fifteenth anniversary of the effectiveness of the Shelf Registration Statement contemplated by Article III hereof, if the Company is eligible to register the Eligible Securities on Form S-3 or any successor form, then the Holders of Eligible Securities will be deemed to have requested that the Company effect the registration under the Securities Act of all of the Eligible Securities pursuant to Section 4.1 of this Agreement on a Shelf Registration Statement filed pursuant to Rule 415(a)(6) or other applicable rule(s) under the Securities Act. Unless otherwise notified by a Holder or Holders in writing of a change in the method or methods of disposition from that provided for in the currently effective Shelf Registration Statement, the Company will prepare and file the Shelf Registration Statement using the method or methods of disposition provided for in such currently effective Shelf Registration Statement.

ARTICLE V

PIGGY-BACK REGISTRATION

  5.1. Notice and Registration. If the Company proposes to register any shares of Common Stock or other securities issued by it having terms substantially similar to Eligible Securities (“Other Securities”) for public sale under the Securities Act (whether proposed to be offered for

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sale by the Company or by any other Person) on a form and in a manner which would permit registration of Eligible Securities for sale to the public under the Securities Act, it will give prompt written notice to the Holders of its intention to do so, which notice the Holders shall keep confidential, and upon the written request of a Holder delivered to the Company within fifteen (15) Business Days after the giving of any such notice (which request shall specify the number of Eligible Securities intended to be disposed of by such Holder and the intended method of disposition thereof), the Company will use commercially reasonable efforts to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Eligible Securities which the Company has been so requested to register by the Selling Holders, to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of Eligible Securities so to be registered, except that:

     (a) if, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Other Securities, the Company may, at its election, give written notice of such determination to the Holders and thereupon the Company shall be relieved of its obligation to register such Eligible Securities in connection with the registration of such Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 6.5), without prejudice, however, to the rights (if any) of the Holders immediately to request that such registration be effected as a registration under Article IV;

     (b) the Company will not be required to effect any registration pursuant to this Article V if the Company shall have been advised in writing (with a copy to the Selling Holders) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with the public offering of securities by the Company that, in such firm’s opinion, such registration at that time would materially affect the Company’s own scheduled offering, except that, if an offering of some but not all of the shares requested to be registered by the Holders and other holders of the Company’s securities with piggyback rights would not materially affect the Company’s offering, the offering will include all securities offered by the Company and such number of securities with piggyback rights as is determined by such lead underwriter is the maximum number that can be included without materially affecting the Company’s offering, and the aggregate number of shares requested to be included in such offering by the Selling Holders and each other group of securityholders with piggyback rights shall be reduced pro rata based on the relative number of shares being proposed for inclusion by each; if the aggregate number of Eligible Securities to be included in such offering is reduced in accordance with the foregoing, the total number of shares requested to be including in such offering by each Selling Holder shall be reduced pro rata according to the total number of Eligible Securities requested by each Selling Holder to be registered under the Securities Act in connection with the registration of the Other Securities; and

     (c) the Company shall not be required to effect any registration of Eligible Securities under this Article V incidental to the registration of any of its securities (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to

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such Form or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of shares of the Company’s Class A or Class B common stock, (iv) in connection with an offering solely to employees of the Company or its affiliates, or (v) relating to a transaction pursuant to Rule 145 under the Securities Act.

No registration of Eligible Securities effected under this Article V shall relieve the Company of its obligation (if any) to effect registrations of Eligible Securities pursuant to Article IV.

ARTICLE VI

REGISTRATION PROCEDURES AND EXPENSES

  6.1. Registration and Qualification. If and whenever the Company is required to effect the registration of any Eligible Securities under the Securities Act as provided in Articles III, IV or V, the Company will:

     (a) prepare, file and use commercially reasonable efforts to cause to become effective a registration statement under the Securities Act regarding the Eligible Securities to be offered;

     (b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith and take such other actions as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Eligible Securities registered on such registration statement (1) in the case of a Shelf Registration Statement filed pursuant to Article III, until the end of the Initial Shelf Effectiveness Period, and (2) in the case of a registration statement filed pursuant to Article IV or Article V, until the earlier of (A) such time as all of such Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Holders set forth in such registration statement or (B) (i) the expiration of twelve months after such registration statement becomes effective, or (ii) with respect to a Shelf Registration Statement, such longer time as all of such Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Holders set forth in such Shelf Registration Statement up to a maximum of three years from the date the Shelf Registration Statement is declared effective by the SEC; provided that, such longer period will only be available (A) to the extent that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis and (B) if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (y) includes any prospectus required by Section 10(a) of the Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, (i) the incorporation by reference in the Shelf Registration Statement of the information required to be included in (y) and (z) above from periodic reports filed pursuant to Section 12 or 15(d) of the Exchange Act, or (ii) the use of a prospectus supplement, filed pursuant to Rule 424 under the Securities Act, containing the information required to be included in (y) and (z) above;

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     (c) furnish to the Selling Holders and to any underwriter of such Eligible Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any supplemental prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents as the Selling Holders or such underwriter may reasonably request;

     (d) use commercially reasonable efforts to register or qualify all Eligible Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the Selling Holders or any underwriter of such Eligible Securities shall reasonably request, and do any and all other acts and things which may be reasonably requested by the Selling Holders or any underwriter to consummate the disposition in such jurisdictions of the Eligible Securities covered by such registration statement, except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or to subject itself to taxation in any jurisdiction where it is not then subject to taxation, or to consent to general service of process in any jurisdiction where it is not then subject to service of process;

     (e) use commercially reasonable efforts to list the Eligible Securities on each national securities exchange on which the Common Stock is then listed, if the listing of such securities is then permitted under the rules of such exchange;

     (f) use commercially reasonable efforts to ensure that (i) any registration statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any registration statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any prospectus forming part of any registration statement, and any supplement to such prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading;

     (g) immediately notify the Selling Holders at any time when a prospectus relating to a registration statement filed pursuant to this Agreement is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, at the request of the Selling Holders, prepare and furnish to the Selling Holders as many copies of a supplement to or an amendment of such prospectus as the Selling Holders reasonably request so that, as thereafter delivered to the purchasers of such Eligible Securities, such prospectus shall not include an untrue

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statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and

     (h) immediately notify the Selling Holders of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a registration statement filed pursuant to this Agreement or the initiation of any proceedings for that purpose and take every reasonable effort to obtain the withdrawal of any such stop order.

     The Company may require the Selling Holders to furnish the Company such information regarding the Selling Holders and the proposed method of distribution of their respective Eligible Securities as the Company may from time to time reasonably request in writing and as shall be required by law or by the SEC in connection with any registration, and each Selling Holder shall promptly notify the Company of the distribution of such securities. Each Holder agrees that it will respond in writing within ten (10) Business Days to any request by the Company to provide or verify any information regarding that Holder or the Holder’s Eligible Securities that is required to be included in a registration statement relating to the Holder’s Eligible Securities pursuant to the rules and regulations of the SEC.

  6.2. Underwriting.

     (a) If requested by the underwriters for any underwritten offering of Eligible Securities pursuant to a registration requested hereunder, the Company will (i) enter into and perform its obligations under an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution to the effect and to the extent provided in Article VIII hereof; and (ii) (x) furnish to the underwriters an opinion of counsel for the Company, addressed to them, and (y) use its reasonable efforts to furnish to the underwriters, a “comfort letter” signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement, addressed to them, each such document described in clause (x) and (y) covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The holders of Eligible Securities on whose behalf Eligible Securities are to be distributed by such underwriters shall, if requested by such underwriters, be parties to any such underwriting agreement; provided, however, that in the case of an underwritten offering pursuant to Article V hereof, such underwriting agreement shall not provide for indemnification or contribution obligations on the part of such holders materially greater than the obligations of such holders under this Agreement. Notwithstanding the foregoing, any Selling Holder may elect, in writing, prior to the effective date of the registration statement filed in connection with such registration, not to register such Eligible Securities in connection with such registration.

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     (b) In the event that any registration pursuant to Article V hereof shall involve, in whole or in part, an underwritten offering, the Company may require Eligible Securities requested to be registered pursuant to Article V to be included in such underwriting on the same terms and conditions as shall be applicable to the Other Securities being sold through underwriters under such registration. In such case, the holders of Eligible Securities on whose behalf Eligible Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such agreement shall contain such representations and warranties by the Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions; provided, however, such underwriting agreement shall not provide for indemnification or contribution obligations on the part of such Selling Holders materially greater than the obligations of such Selling Holders under this Agreement.

     (c) In the event that any registration pursuant to Article IV hereof shall involve, in whole or in part, an underwritten offering, the Selling Holders shall have the right to select the underwriters for such underwritten offering, which underwriters shall be subject to approval by the Company, which approval shall not be unreasonably withheld or delayed.

  6.3. Blackout Periods.

          (a) At any time when a registration statement filed pursuant to Articles III, IV or V relating to Eligible Securities is effective, subject to the provisions of this Section 6.3 and a good faith determination by the Chief Executive Officer and the General Counsel of the Company, with the advice of counsel, that it is in the best interests of the Company to suspend the use of a registration statement following the effectiveness of a registration statement, the Company, by written notice to the Holders, may direct the Holders to suspend sales of the Eligible Securities pursuant to a registration statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than the earlier of (i) the date upon which any material non-public information that is a basis for such determination is disclosed to the public or ceases to be material or (ii) ninety (90) days after the Company makes such determination) if any of the following events shall occur: (I) the Chief Executive Officer and the General Counsel of the Company, with the advice of counsel, in good faith determine that (A) the continued use of a registration statement is reasonably likely to adversely affect a material financing, acquisition, disposition, merger or other comparable transaction involving the Company or (B) disclosure of material non-public information is reasonably likely to have a material adverse effect on the Company and, in each of (A) and (B), the continued use of a registration statement would require the disclosure of material non-public information not otherwise required to be disclosed under applicable law; or (II) the Chief Executive Officer and the General Counsel of the Company, with the advice of counsel, shall have determined in good faith that it is required by law, rule or regulation to supplement the registration statement or file a post-effective amendment to the registration statement in order to incorporate information into the registration statement for the purpose of (A) including in the registration statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the registration statement any facts or events arising after the effective date of the registration statement (or of the most recent post-effective amendment thereto) that, individually

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or in the aggregate, represents a fundamental change in the information set forth therein; or (C) including in the prospectus included in the registration statement any material information with respect to the plan of distribution not disclosed in the registration statement or any material change to such information (the circumstances set forth in clauses I and II above are referred to as a “Post-Effective Suspension Event”). Upon the occurrence of any such Post-Effective Suspension Event, the Company shall use its commercially reasonable efforts to promptly amend or supplement the registration statement on a post-effective basis or to take such action as is necessary to permit resumed use of the registration statement as promptly as possible.

          (b) In the case of a Post-Effective Suspension Event, the Company shall give written notice (a “Suspension Notice”) to the Selling Holders to suspend sales of the Eligible Securities and such notice shall certify by the Company’s Chairman, Chief Executive Officer, President or any Vice President to the Selling Holders, that such suspension was approved by the Chief Executive Officer and the General Counsel of the Company, with the advice of counsel, shall continue only for so long as the Post-Effective Suspension Event or its effect is continuing, and the Company is taking all reasonable steps to terminate suspension of the use of the registration statement as promptly as possible. The Selling Holders shall not effect any sales of the Eligible Securities pursuant to such registration statement at any time after receiving a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The Selling Holders may recommence effecting sales of the Eligible Securities pursuant to the registration statement following further notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Selling Holders in the manner described above promptly following the conclusion of any Post-Effective Suspension Event and its effect.

          (c) If there is a Post-Effective Suspension Event, the time period set forth in Section 6.1(b) shall be extended for a number of days equal to the number of days from the date of the suspension of sales by the Selling Holders until the date when such sales may be resumed hereunder.

  6.4. Qualification for Rule 144 Sales. With a view to making available to the Holders the benefits of Rule 144 for so long as any Eligible Securities remain outstanding, the Company shall use commercially reasonable efforts to: (1) keep adequate current public information available (as required by Rule 144); (2) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; (3) furnish to each Holder promptly upon request, (A) a written statement by the Company, if true, that it has complied with the applicable reporting requirements of Rule 144, the Securities Act and the Exchange Act and (B) such other information as may be reasonably requested to permit the Holders to sell such Eligible Securities pursuant to Rule 144 (without regard to Rule 144(k)) without registration. In connection with any sale, transfer or other disposition by any Holder of any Eligible Securities pursuant to Rule 144 under the Securities Act, the Company shall cooperate with the Holder to facilitate the timely preparation and delivery of certificates representing Eligible Securities to be sold and not bearing any Securities Act legend, and enable certificates for such Eligible Securities to be for such number of shares and registered in such names as the Holder may reasonably request at least five (5) Business Days prior to any sale of Eligible Securities hereunder.

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  6.5. Expenses. The Company shall pay all Registration Expenses in connection with the registration pursuant to Articles III, IV or V. Each Holder shall pay any Selling Expenses.

  6.6. Compliance with Company Policies and Procedures. Each Holder who is or becomes an officer, director or affiliate, or otherwise is or becomes subject to the Company’s policies and procedures concerning trading in Company securities, acknowledges and agrees that all sales of Eligible Securities shall be made in compliance with the Company’s policies and procedures concerning trading in Company securities, as in effect from time to time.

ARTICLE VII

PREPARATION; REASONABLE INVESTIGATION

     In connection with the preparation and filing of each registration statement registering Eligible Securities under the Securities Act, the Company will give the Selling Holders and the underwriters, if any, and their respective counsel and accountants, drafts of such registration statement for their review and comment prior to filing and such reasonable and customary access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent registered public accountants who have certified its financial statements as shall be reasonably necessary to conduct an investigation within the meaning of the Securities Act, subject in all cases to mutually acceptable confidentiality arrangements.

ARTICLE VIII

INDEMNIFICATION AND CONTRIBUTION

  8.1. Indemnification and Contribution.

     (a) The Company shall indemnify and hold harmless each Person that exercises registration rights hereunder and, to the extent applicable, its directors and officers, its partners, its trustees and each Person who controls any of such Persons, each Person who participates as an underwriter in the offering or sale of such securities, and each Person, if any, who controls such underwriter within the meaning of the Securities Act against any losses, claims, damages, liabilities and expenses, joint or several, to which such Person may be subject under the Securities Act or otherwise insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Eligible Securities were registered under the Securities Act, any preliminary prospectus or final prospectus included therein, any issuer free-writing prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will promptly reimburse each such Person for any legal or any other expenses reasonably incurred by such Person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding, provided, that, the Company shall not be

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liable to any Person in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, issuer free-writing prospectus or final prospectus, or any amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Selling Holders or such underwriter expressly for use in the registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Holders or any such Person and shall survive the transfer of such securities by the Selling Holders.

     (b) Each Selling Holder shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 8.1(a)) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each Person who participates as an underwriter in the offering or sale of such securities, each Person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus or final prospectus included therein, any issuer free-writing prospectus, or any amendment or supplement thereto, but only to the extent that such statement or omission was made in reliance upon and in conformity with written information furnished by such Selling Holder to the Company expressly for use in the registration statement. Notwithstanding the provisions of this Section 8.1(b), a Holder shall not be required to indemnify the Company, its directors, officers, underwriters or control persons with respect to any amount in excess of the amount of the total proceeds to such Holder from sales of the Eligible Securities under such registration statement, and no Holder shall be liable under this Section 8.1(b) for any statements or omissions of any other Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of the registered securities by such Selling Holder and the expiration of this Agreement.

     (c) An indemnified party hereunder shall give reasonably prompt notice to the indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the indemnifying party (i) shall not relieve such indemnifying party from any liability which it may have under the indemnity agreement provided in Sections 8.1(a) or (b) above, unless and to the extent it did not otherwise learn of such action and the lack of notice by the indemnified party results in the forfeiture by the indemnifying party of substantial rights and defenses, and (ii) shall not, in any event, relieve the indemnifying party from any obligations to the indemnified party other than the indemnification obligation provided under Sections 8.1(a) or (b) above. If the indemnifying party so elects within a reasonable time after receipt of such notice, the indemnifying party may assume the defense of such action or proceeding at such indemnifying party’s own expense with counsel chosen by the indemnifying party and approved by the indemnified party, which approval shall not be unreasonably withheld; except that, the indemnifying party will not settle any such action or proceeding or consent to the entry of a judgment in any such action or

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proceeding without the written consent of the indemnified party unless (i) as a condition to such settlement, the indemnifying party secures the unconditional release of the indemnified party and (ii) the settlement does not include any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party; and provided, further, that if the indemnified party reasonably determines that a conflict of interest exists where it is advisable for the indemnified party to be represented by separate counsel or that, upon advice of counsel, there may be legal defenses available to it which are different from or in addition to those available to the indemnifying party, then the indemnifying party shall not be entitled to assume such defense and the indemnified party shall be entitled to separate counsel at the indemnifying party’s expense. If the indemnifying party is not entitled to assume the defense of such action or proceeding as a result of the second proviso to the preceding sentence, the indemnifying party’s counsel shall be entitled to conduct the indemnifying party’s defense and counsel for the indemnified party shall be entitled to conduct the defense of the indemnified party, it being understood that both such counsel will cooperate with each other to conduct the defense of such action or proceeding as efficiently as possible. If the indemnifying party is not so entitled to assume the defense of such action or does not assume such defense, after having received the notice referred to in the first sentence of this paragraph, the indemnifying party will pay the reasonable fees and expenses of counsel for the indemnified party. In such event, however, the indemnifying party will not be liable for any settlement effected without the written consent of the indemnifying party. If an indemnifying party is entitled to assume, and assumes, the defense of such action or proceeding in accordance with this paragraph, the indemnifying party shall not be liable for any fees and expenses of counsel for the indemnified party incurred thereafter in connection with such action or proceeding.

     (d) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Sections 8.1(a) and (b) above is for any reason held to be unenforceable by the indemnified party or otherwise unavailable although applicable in accordance with its terms, the Company and the relevant Holder shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement incurred by the Company and the Holder, (i) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Holder on the other, in connection with the statements, omissions or violations which resulted in such losses, claims, damages, liabilities or expenses, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative fault of but also the relative benefits to the Company on the one hand and the Holder on the other, in connection with the statements, omissions or violations which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits to the indemnifying party and indemnified party shall be determined by reference to, among other things, the total proceeds received by the indemnifying party and indemnified party in connection with the offering to which such losses, claims, damages, liabilities or expenses relate. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether the action in question, including any untrue or alleged untrue statement of a material fact, omission or alleged omission to state a material fact or other

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violation of law, has been made by, or relates to information supplied by, the indemnifying party or the indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action.

     The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 8.1(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 8.1(d), a Holder shall not be required to contribute any amount in excess of the amount of the total proceeds received by such Holder from sales of the Eligible Securities of such Holder under such registration statement.

     Notwithstanding the foregoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8.1(d), each Person, if any, who controls a Holder within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Holder, and each director of the Company, each officer of the Company who signed such registration statement and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Company.

     (e) Indemnification and contribution similar to that specified in the preceding subsections of this Article VIII (with appropriate modifications) shall be given by the Company and the Selling Holders with respect to any required registration or other qualification of such Eligible Securities under any federal or state law or regulation of a governmental authority other than the Securities Act.

ARTICLE IX

MISCELLANEOUS

  9.1. Benefits of Registration Rights. Subject to the limitations of Sections 4.1 and 5.1, any Holder may severally or jointly exercise the registration rights hereunder in such manner and in such proportion as they shall agree among themselves.

  9.2. Integration; Amendment. This Agreement, the Master Contribution Agreement and the Master III Operating Agreement constitute the entire agreement among the parties hereto with respect to the matters set forth herein and supersede and render of no force and effect all prior oral or written agreements, commitments and understandings among the parties with respect to the matters set forth herein, other than any agreement as may exist solely among the Holders. Except as otherwise expressly provided in this Agreement, no amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by the Company and either (i) BCR, or (ii) in the event BCR owns, directly or indirectly, less than 5% of the Eligible Securities subject to this Agreement, the Holders of a majority of the then outstanding Eligible Securities subject to this Agreement. Any amendment effected in accordance with clauses (i) or (ii) of the immediately preceding sentence shall be

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binding upon each Holder of Eligible Securities then outstanding (whether or not such Holder consented to any such amendment). Notwithstanding the foregoing, Schedule A may be amended at any time by the execution and delivery of an addendum to this Agreement, in substantially the form attached hereto as Exhibit 1, acknowledging that a permitted transfer of BCR Units has occurred under the Master III Operating Agreement, setting forth the name and notice address of such permitted transferee and acknowledging, as contemplated by Section 9.4, that such permitted transferee agrees to be bound by the terms of this Agreement, and the consent of no other Holder will be required for such an amendment.

  9.3. Waivers. No waiver by a party hereto shall be effective unless made in a written instrument duly executed by (a) the Company and either (i) BCR or (ii) in the event BCR owns, directly or indirectly, less than 5% of the Eligible Securities subject to this Agreement, the Holders of a majority of the then outstanding Eligible Securities subject to this Agreement or (b) the party against whom such waiver is sought to be enforced, and only to the extent set forth in such instrument. Neither the waiver by any of the parties hereto of a breach or a default under any of the provisions of this Agreement, nor the failure of any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder. Any waiver effected in accordance with Section 9.3(a) shall be binding upon each Holder of Eligible Securities then outstanding (whether or not such Holder consented to any such waiver).

  9.4. Burden and Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, personal and legal representatives and successors. If a Holder disposes of BCR Units, such BCR Units shall remain subject to this Agreement and, as a condition of the validity of such disposition, the transferee shall be required to execute and deliver an addendum to this Agreement, in substantially the form attached hereto as Exhibit 1, unless such transferee is already a Holder. Thereafter, such transferee shall be deemed to be a Holder for purposes of this Agreement.

  9.5. Notices. All notices called for under this Agreement shall be in writing and shall be deemed given upon receipt if delivered personally or by facsimile transmission and followed promptly by mail, or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the addresses set forth opposite their names in Schedule A hereto, or to any other address or addressee as any party entitled to receive notice under this Agreement shall designate, from time to time, to others in the manner provided in this Section 9.5 for the service of notices; except that, notices of a change of address shall be effective only upon receipt thereof. Any notice delivered to the party hereto to whom it is addressed shall be deemed to have been given and received on the day it was received; except that, if such day is not a Business Day then the notice shall be deemed to have been given and received on the Business Day next following such day and if any party rejects delivery of any notice attempted to be given hereunder, delivery shall be deemed given on the date of such rejection. Any notice sent by facsimile transmission shall be deemed to have been given and received on the Business Day next following the transmission.

  9.6. Specific Performance. The parties hereto acknowledge that the obligations undertaken by them hereunder are unique and that there would be no adequate remedy at law if any party fails

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to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to (i) compel specific performance of the obligations, covenants and agreements of any other party under this Agreement in accordance with the terms and conditions of this Agreement and (ii) obtain preliminary injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement in any court of the United States or any State thereof having jurisdiction.

  9.7. Governing Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of New York, but not including the choice of law rules thereof.

  9.8. Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

  9.9. Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require.

  9.10. Execution in Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be required. It shall not be necessary that the signature of or on behalf of each party appears on each counterpart, but it shall be sufficient that the signature of or on behalf of each party appears on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in any proof of this Agreement to produce or account for more than a number of counterparts containing the respective signatures of or on behalf of all of the parties.

  9.11. Severability. If fulfillment of any provision of this Agreement, at the time such fulfillment shall be due, shall transcend the limit of validity prescribed by law, then the obligation to be fulfilled shall be reduced to the limit of such validity; and if any clause or provision contained in this Agreement operates or would operate to invalidate this Agreement, in whole or in part, then such clause or provision only shall be held ineffective, as though not herein contained, and the remainder of this Agreement shall remain operative and in full force and effect.

[signature pages follow]

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     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on its behalf as of the date first hereinabove set forth.

Forest City Enterprises, Inc., an Ohio corporation
By: /s/ Charles A. Ratner
	Charles A. Ratner President & Chief Executive Officer

[signatures of Holders on next page]

Holders:

/s/ Bruce C. Ratner BRUCE C. RATNER

RRG New B.U.G., LLC, a New York limited liability company
By: /s/ Bruce C. Ratner
	Bruce C. Ratner Managing Member
RRG New S.I.A.C., LLC, a New York limited liability company
By: /s/ Bruce C. Ratner
	Bruce C. Ratner Member

RRG Flatbush Associates, L.P., a New York limited partnership
By:	RRG Flatbush, Inc., a New York corporation
		By: /s/ Bruce C. Ratner
			Bruce C. Ratner President

RRG Myrtle, LLC, a New York limited liability company
By: /s/ Bruce C. Ratner
	Bruce C. Ratner
	Managing Member

RRG Fulton Associates, L.P., a Delaware limited partnership
By:	RRG Fulton Corp., a New York corporation
		By: /s/ Bruce C. Ratner
			Bruce C. Ratner President

[signatures continued on next page]

RRG Tech Place Associates, L.P., a New York limited partnership
By:	RRG Tech, Inc., a New York corporation
		By: /s/ Bruce C. Ratner
			Bruce C. Ratner President

RRG Harlem Office, LLC, a New York limited liability company
By:  /s/ Bruce C. Ratner
	Bruce C. Ratner Member

BR Master Limited Partnership, a New York limited partnership
By:	BR Retail Member, LLC, a New York limited liability company
		By: /s/ Bruce C. Ratner
			Bruce C. Ratner
			Managing Member

RRG Queens Place, LLC, a New York limited liability company
By: /s/ Bruce C. Ratner
	Bruce C. Ratner
	Member
RRG Retail Properties, LLC, a New York limited liability company
By: /s/ Bruce C. Ratner
	Bruce C. Ratner
	Managing Member

[signatures continued on next page]

RRG Hanson, LLC, a New York limited liability company
By: /s/ Bruce C. Ratner
	Bruce C. Ratner
	Member
RRG Gowanus Canal, Inc., a New York corporation
By: /s/ Bruce C. Ratner
	Bruce C. Ratner President

FC Quartermaster Retail II, L.P., a New York limited partnership
By:	RRG Quartermaster Retail II, LLC, a Pennsylvania limited liability company
		By: /s/ Bruce C. Ratner
			Bruce C. Ratner
			Managing Member
FC Quartermaster Retail, L.P., a New York limited partnership
By:	RRG Quartermaster Retail, LLC, a New York limited liability company
		By: /s/ Bruce C. Ratner
			Bruce C. Ratner
			Managing Member
FC Quartermaster Retail IV, L.P., a Pennsylvania limited liability company
By:	RRG Quartermaster Retail IV, LLC, a New York limited liability company
		By: /s/ Bruce C. Ratner
			Bruce C. Ratner
			Managing Member

[signatures continued on next page]

RRG New Residential Properties, LLC, a New York limited liability company
By: /s/ Bruce C. Ratner
	Bruce C. Ratner
	Managing Member

FC Forest Avenue Retail, LLC, a New York limited liability company
By:	BR Retail Member, LLC, a New York limited liability company
		By: /s/ Bruce C. Ratner
			Bruce C. Ratner
			Managing Member
RRG Court Street Retail, LLC, a New York limited liability company
By:	BR Retail Member, LLC, a New York limited liability company
		By: /s/ Bruce C. Ratner
			Bruce C. Ratner
			Managing member

Schedule A

Holder

Notice Address

RRG New B.U.G., LLC RRG New S.I.A.C., LLC RRG Flatbush Associates, L.P. RRG Myrtle, LLC RRG Fulton Associates, L.P. RRG Tech Place Associates, L.P. Bruce C. Ratner RRG Harlem Office, LLC BR Master Limited Partnership RRG Queens Place, LLC RRG Retail Properties, LLC RRG Hanson, LLC RRG Gowanus Canal, Inc. FC Quartermaster Retail II, L.P. FC Quartermaster Retail, L.P. FC Quartermaster Retail IV, L.P. RRG New Residential Properties, LLC FC Forest Avenue Retail, LLC RRG Court Street Retail, LLC

For each Holder: c/o Forest City Ratner Companies 1 Metrotech Center North 11th Floor Brooklyn, NY 11201 Attention: Joanne Minieri Fax: (718) 923-8788 with a copy sent simultaneously to the Holder at: c/o Forest City Ratner Companies 1 Metrotech Center North 11th Floor Brooklyn, NY 11201 Attention: David Berliner Fax: (718) 923-8705 with a second copy sent simultaneously to: Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Attention: Eugene A. Pinover Fax: (212) 728-9254

Exhibit 1

Form of Addendum to Registration Rights Agreement

ADDENDUM TO REGISTRATION RIGHTS AGREEMENT

     THIS ADDENDUM TO REGISTRATION RIGHTS AGREEMENT (this “Addendum”) is made and entered into by           (the “Additional Holder”) as of                     , 200___.

     WHEREAS, Forest City Enterprises, Inc. (“FCEI”) and the parties listed on Schedule A of that certain Registration Rights Agreement, dated as of                     , 200___(the “Agreement”), as amended from time to time, entered into the Agreement for the purpose of conferring on holders of the BCR Units certain rights to have shares received in connection with the exchange of such BCR Units registered under the Securities Act of 1933, as amended; and

     WHEREAS, a permitted transfer of BCR Units to the Additional Holder has occurred under the Master III Operating Agreement and the Additional Holder desires to execute this Addendum so that the Additional Holder may have all of the rights and obligations of a Holder under the Agreement.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the Additional Holder hereby agrees as follows:

     1. Definitions. Each capitalized word or term used as a defined term but not otherwise defined in this Addendum shall have the meaning assigned to it in the Agreement.

     2. Additional Party to the Agreement. Pursuant to Sections 9.2 and 9.4 of the Agreement, the Additional Holder is, and the Additional Holder hereby agrees to be, a party to the Agreement as a Holder.

     IN WITNESS WHEREOF, the Additional Holder has caused this Addendum to be duly executed as of the date first written above.

ADDITIONAL HOLDER:

Name:

Notice Address:

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 26, 2007, except with respect to our opinion on the consolidated financial statements in so far as they relate to the effects of the discontinued operations as discussed in Note V, as to which the date is November 6, 2007, relating to the financial statements, financial statement schedules, management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting which appears in the Current Report on Form 8-K dated November 7, 2007. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
November 6, 2007

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

     Each of the undersigned directors of Forest City Enterprises, Inc., an Ohio corporation, which proposes to file with the Securities and Exchange Commission a Registration Statement on Form S-3, and any amendments or supplements thereto under the Securities Act of 1933, as amended, with respect to this offering of securities, hereby constitutes and appoints Charles A. Ratner, Thomas G. Smith and Geralyn M. Presti, and each of them, his or her true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacity, to sign in any and all capacities and file (i) such registration statement with all exhibits thereto and other documents in connection therewith, (ii) any and all amendments, post-effective amendments and supplements thereto and (iii) any and all applications or other documents pertaining to such securities or such registration, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     This Power of Attorney has been signed in the respective capacities and on the respective dates indicated below.

Name	Title	Date
/s/ Albert B. Ratner Albert B. Ratner	Co-Chairman of the Board and Director	10/23/07
/s/ Samuel H. Miller Samuel H. Miller	Co-Chairman of the Board, Treasurer and Director	10/24/07
/s/ James A. Ratner James A. Ratner	Executive Vice President and Director	10/23/07
/s/ Ronald A. Ratner Ronald A. Ratner	Executive Vice President and Director	10/23/07
/s/ Brian J. Ratner Brian J. Ratner	Executive Vice President and Director	10/23/07
/s/ Bruce C. Ratner Bruce C. Ratner	Executive Vice President and Director	10/23/07
/s/ Deborah Ratner Salzberg	Director	10/23/07
Deborah Ratner Salzberg
/s/ Michael P. Esposito, Jr.	Director	10/24/07
Michael P. Esposito, Jr.
/s/ Scott S. Cowen Scott S. Cowen	Director	10/19/07

/s/ Jerry V. Jarrett Jerry V. Jarrett	Director	10/24/07
/s/ Joan K. Shafran Joan K. Shafran	Director	10/11/07
/s/ Louis Stokes Louis Stokes	Director	10/20/07
/s/ Stan Ross Stan Ross	Director	10/23/07