[DIRECTOR]
    
    Exhibit 10.66
 FOREST CITY ENTERPRISES, INC.
 Nonqualified Stock Option Agreement
 WHEREAS Grantee Company
 WHEREAS Committee Board   Date of Grant Agreement
 WHEREAS
 NOW, THEREFORE Plan
 1.
    
    DEFINITIONS. All capitalized terms have the meanings set forth in the Plan unless
otherwise specifically provided. As used in this Agreement, the following term has the
following meaning:Disability means disability as defined in the Companys Long Term Disability Plan, as
amended from time to time.2.
    
    OPTION PRICE. The Option Price with respect to the Shares covered by the Option
Rights shall be $ per Share, the Market Value per Share as of the close of business
on the Date of Grant.3.
    
    OPTION PERIOD; VESTING AND TIME OF EXERCISE OF OPTION RIGHT. (a) The Option Rights
shall continue in effect for a period of 10 years from the Date of Grant, except as such
option period may be reduced as hereinafter provided in Section 6 of this Agreement as a
result of certain terminations of the Grantees service as a director of the Company.
 (b)
    
    The Option Rights shall be exercisable cumulatively over the option period only
in accordance with the following terms, conditions and provisions:
 (i)
    
    Except as otherwise provided in the Plan or this Agreement, the
Option Rights shall not be exercisable prior to the first anniversary of the Date
of Grant, and upon such day the Option Rights shall automatically become vested
and exercisable with respect to 33 1/3% of the Option Rights. Thereafter, upon
the second anniversary of the Date of Grant, the Grantee may exercise an
additional 33 1/3% up to 66 2/3% of the Option Rights. Upon the third
anniversary and thereafter until the end of the option period, the Grantee may
exercise an additional 33 1/3% up to 100% of the Option Rights. To the extent
exercisable, Option Rights may be exercised from time to time. Schedule I,
attached hereto, lists the number of Shares the Grantee may exercise the Option
Rights for upon the first, second and third through tenth anniversaries of the
ten-year option period.(ii)
    
    Except as hereinafter provided in Section 6 of this Agreement, no
part of the Option Rights may be exercised unless the Grantee is, at the date of
such exercise, a director of the Company and shall have continuously served as a
director since the Date of Grant.
 4.
    
    METHOD OF EXERCISE. Shares may be purchased pursuant to this Agreement only upon
receipt by the Secretary of the Company of notice in writing from Grantee of his or her
intention to purchase, specifying the number of Shares as to which the Grantee desires to
exercise the Option Rights, and said notice shall be accompanied by the full amount of the
Option Price in the form of: cash, a certified or official bank check, a money order, a
cashiers check, or in Shares that have been owned by the Grantee for at least six months
prior to the date of exercise and having a market value at the time of exercise equal to the
total Option Price of the Shares subject to such exercise. Such form of written notice is
attached hereto.




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In no event shall the Option Rights be exercisable as to less than 25 Shares
at any one time or all of the remaining Shares then subject to the Option Rights, if less than
25.5.
    
    OPTION RIGHTS CONFER NO RIGHTS AS COMMON SHAREHOLDER. The Grantee shall not be
entitled to any privileges of ownership with respect to Shares subject to the Option Rights,
unless and until purchased and delivered upon the exercise of the Option Rights, in whole or
in part, and the Grantee becomes a shareholder of record with respect to such delivered
Shares. The Grantee shall not be considered a shareholder of the Company with respect to any
such Shares not so purchased and delivered.
 6.
    
    TERMINATION OF OPTION RIGHT. (a) In the event the Grantee terminates service as a
director of the Company under any circumstance other than those specified in Section 6(b), (c)
or (d) below, all rights to purchase Shares pursuant to the Option Rights (including rights to
purchase Shares thereunder which have accrued but which then remain unexercised) shall
forthwith cease and terminate.
 (b)
    
    If the Grantee terminates service as a director of the Company due to the
Grantees Disability, the Option Rights may be exercised by the Grantee, to the extent
the Grantee was entitled to do so on the date of termination, but not later than ten
years from the Date of Grant.(c)
    
    If the Grantee terminates service as a director of the Company at or after age 65
with five or more years of service as a director of the Company, the Option Rights shall
become immediately exercisable by the Grantee on the date of termination and shall
remain exercisable until ten years from the Date of Grant.(d)
    
    If the Grantee shall die while serving as a director of the Company or during a
period of Disability, the Option Rights shall become immediately exercisable if Grantee
was age 65 or older and had served as a director of the Company for five or more years,
and may be exercised by the legal representative of the Grantee, to the extent the
Grantee was entitled to exercise the Option Rights at the time of his or her death, for
a one-year period from the date of death, but not later than ten years from the Date of
Grant.(e)
    
    To the extent that the Option Rights shall not have been exercised within any
applicable period specified in Sections 6(b), (c) or (d) above, all further rights to
purchase Shares pursuant to such Option Rights shall cease and terminate at the
expiration of such period.
 7.
    
    TRANSFERABILITY. (a) Except as provided in Section 7(b), the Option Rights may not
be transferred by the Grantee other than by will or the laws of descent and distribution or
pursuant to a domestic relations order. During the Grantees lifetime, the Option Rights are
exercisable only by the Grantee or, in the case of the Grantees legal incapacity, only by his
guardian or legal representative, provided, however, that if so determined by the Committee,
the Grantee may, in a manner designated by the Committee, designate a beneficiary to exercise
the rights of the Grantee under the Option Rights upon the death of the Grantee. Absent such
a designation, in a case of death, the Option Rights shall be exercisable by the executor,
administrator or legal representative of the deceased Grantee.
 (b)
    
    The Option Rights may be transferable by the Grantee, without payment of
consideration therefor by the transferee, only to any one or more members of the
Grantees immediate family; provided, however, that (i) no such transfer shall be
effective unless reasonable prior notice thereof is delivered to the Company and such
transfer is thereafter effected in accordance with any terms and conditions that shall
have been made applicable thereto by the Committee and (ii) any such transferee shall be
subject to the same terms and conditions hereunder as the Grantee. For the purposes of
this Section 7, the term immediate family means any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the Grantees household (other than a tenant of
Grantee), a trust in which these persons have more than fifty percent of the beneficial
interest, a foundation in which these persons (or the Grantee) control the management of
assets, and any other entity in which these persons (or the Grantee) own more than fifty
percent of the voting interests.(c)
    
    Except as permitted by the above, the Option Rights may not be sold, transferred,
assigned, pledged, hypothecated or otherwise disposed of (whether by operation of law or
otherwise or be subject to execution, attachment or similar process). Any attempted
sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition
of the Option Rights shall be null and void.




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8.
    
    CHANGE IN STOCK CAPITALIZATION. The Committee shall make or provide for such
adjustments in the numbers of Shares covered by the Option Rights, in the price per share
applicable to such Option Rights and in the kind of shares covered thereby, as the Committee,
in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of the Grantee that otherwise would result from
(i) any stock dividend, stock split, combination of shares, recapitalization or other change
in the capital structure of the Company, or (ii) any merger, consolidation, spin-off,
split-off, spin-out, split-up, reorganization, partial or complete liquidation or other
distribution of assets, issuance of rights or warrants to purchase securities, or (iii) any
other corporate transaction or event having an effect similar to any of the foregoing.
Moreover, in the event of any such transaction or event, the Committee, in its discretion,
may provide in substitution for the Option Rights such alternative consideration as it, in
good faith, may determine to be equitable in the circumstances and may require in connection
therewith the surrender of the Option Rights so replaced. The Company shall give the Grantee
written notice of any change described in this Section 8.
 9.
    
    AMENDMENTS TO PLAN AND AGREEMENT. (a) The Committee may, without further action by
the shareholders, from time to time, amend, alter, suspend or terminate the Plan, except as
otherwise required by applicable law or the rules of the New York Stock Exchange or, if the
Shares are not traded on the New York Stock Exchange, the principal national securities
exchange upon which the Shares are traded or quoted.
 (b)
    
    This Agreement may not be modified orally. Any amendment to the Plan will be
deemed to be an amendment to this Agreement to the extent that the amendment is
applicable hereto; provided, however, that no amendment will adversely affect the rights
of the Grantee with respect to this Option Right without the Grantees written consent.
 10.
    
    DELIVERING OF SHARES. The Grantee shall give notice of his intent to exercise Option
Rights, and Shares shall be delivered by the Company after full payment of the Option Price in
respect of the Shares delivered, subject to the conditions of Section 4 hereof.
 11.
    
    CANCELLATION OF OPTION RIGHTS. The Committee may cancel any unexercised Option
Rights if the Grantee, while having rights to purchase hereunder, engages in any employment or
activity which in any way directly or indirectly, diverts or attempts to divert from the
Company any business whatsoever, and which in the opinion of the Committee is contrary to the
best interests of the Company.
 12.
    
    NOTICES. Any notice to be given hereunder by the Grantee shall be sent by certified
or registered mail addressed to the Company for the attention of the Chairman of the Board, or
the President, at its principal office, Terminal Tower, 50 Public Square, Suite 1100,
Cleveland, Ohio 44113-2267, and any notice by the Company to the Grantee shall be sent by
certified or registered mail addressed to the Grantee at  .
Either party may, by notice given to the other in accordance with the provisions of this
Section, change the address to which subsequent notices shall be sent.
 13.
    
    AGREEMENT SUBJECT TO THE PLAN. This Agreement is subject to the provisions of the
Plan and shall be interpreted in accordance therewith. The Grantee hereby acknowledges
receipt of a copy of the Plan.
 14.
    
    COMPLIANCE WITH LAW. The Company shall make reasonable efforts to comply with all
applicable federal, state and other applicable securities laws; provided, however,
notwithstanding any other provision of this Agreement, the Company will not be obligated to
issue any securities pursuant to this Agreement if the issuance thereof would result in a
violation of any such law.
 15.
    
    SEVERABILITY. In the event that one or more of the provisions of this Agreement are
invalidated for any reason by a court of competent jurisdiction, any provision so invalidated
will be deemed to be separable from the other provisions hereof, and the remaining provisions
hereof will continue to be valid and fully enforceable.
 16.
    
    GOVERNING LAW. This Agreement shall be governed by the internal substantive laws of
the State of Ohio.
 17.
    
    GENERAL. It is understood that wherever masculine pronouns are used in this
Agreement, it is intended to include the feminine pronouns as well as the masculine.
 18.
    
    ENTIRE AGREEMENT. Subject to Section 13, this Agreement represents the entire
agreement between the Company and the Grantee with respect to these Option Rights and
supercedes all prior agreements whether in writing or otherwise.




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[Grantee Name]Date: 
 FOREST CITY ENTERPRISES, INC.By:Name:Title:




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Exercise of Stock Option
 
  
 (a)
    
    tenders herewith $ in payment of the Option Price thereof by delivery of
. The name and registered address on such certificate should be:
 (form of payment)
  (b)
    
    to the extent permitted by law, elects to make a cashless exercise in accordance with Section
6D of the Plan. A copy of this Notice and stock certificates representing the Shares should
be delivered to:
 
 
 Grantee