6. Dividend, Voting and Other Rights. Except as otherwise provided in this Agreement,the Grantee will have all of the rights of a shareholder with respect to the Shares, including theright to vote the Shares and receive any dividends that may be paid thereon; provided,however, that any additional Shares or other securities that the Grantee may becomeentitled to receive pursuant to a stock dividend, stock split, combination of shares,recapitalization, merger, consolidation, separation or reorganization or any other change in thecapital structure of the Company will be subject to the same restrictions as the Shares.     7. Retention of Stock Certificate(s) by Company. Any certificates representing Shareswill be held in custody by the Company together with a stock power endorsed in blank by the Granteewith respect thereto, until those Shares have become nonforfeitable in accordance with Section 4.     8. Agreement Subject to Plan. This Agreement is subject to the provisions of the Planand shall be interpreted in accordance therewith. The Grantee hereby acknowledges receipt of acopy of the Plan.     9. Compliance with Law. The Company shall make reasonable efforts to comply with allapplicable federal, state and other applicable securities laws; provided, however,notwithstanding any other provision of this Agreement, the Company will not be obligated to issueany securities pursuant to this Agreement if the issuance thereof would result in a violation ofany such law.     10. Severability. In the event that one or more of the provisions of this Agreementare invalidated for any reason by a court of competent jurisdiction, any provision so invalidatedwill be deemed to be separable from the other provisions hereof, and the remaining provisionshereof will continue to be valid and fully enforceable.     11. Governing Law. This Agreement is made under, and will be construed in accordancewith, the internal substantive laws of the State of Ohio without regard to conflict of lawprinciples of such state.     12. Restrictive Legends. The Grantee acknowledges that the Shares are subject to theterms of this Agreement, and that the certificates representing the Shares will bear a restrictivelegend substantially as follows:     The Shares represented by this certificate were issued pursuant to a Restricted SharesAgreement effective as of                                          between Forest City Enterprises, Inc. and the holdernamed on the face of this certificate, and are subject to the terms and conditions, includingrestrictions on transfer, of that Agreement. Any purported transfer, encumbrance or otherdisposition in violation of that Agreement will be null and void. Copies of that Agreement will bemailed to the Grantee, without charge, within five days after of a written request is received bythe Company.     13. Entire Agreement. Subject to Section 8, this Agreement represents the entireagreement between the Company and the Grantee with respect to these Restricted Shares andsupercedes all prior agreements whether in writing or otherwise.     The undersigned Grantee hereby accepts the award of Restricted Shares granted pursuant to thisAgreement, subject to the terms and conditions of the Plan and the terms and conditions set forthherein.      [Grantee Name]   Date:        Executed in the name and on behalf of the Company at Cleveland, Ohio as of the            day of                                        , 2008.      **FOREST CITY ENTERPRISES, INC.**