Exhibit 10.1
 
 Dividend Reinvestment
and Stock Purchase Plan
 Class A CUSIP # 345550 10 7
 Class B CUSIP # 345550 30 5
 Administered by:




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What is the purpose of the Plan
  Benefits of the Plan
 
    
    You do not pay a commission as you would if you invested through a broker. Your dividend or
cash is invested in full and fractional shares at a 3% discount to market price, and the
Company pays the Plan Administrators service fees and brokerage commissions for purchases.
However, you will incur service fees and brokerage commissions on shares sold under the Plan.
    
    You will receive an acknowledgement from the Plan Administrator each time you send cash to
invest. You also will receive a statement from the Plan Administrator after each transaction.
    
    Even small dividend payments may be fully utilized. You may reinvest all or a portion of
your dividends. Your dollars are invested in full and fractional shares to three decimal
places.
    
    All Common Shares purchased through the Plan are held by the Plan Administrator for you as
beneficial owner, in the name of the Plan Administrator or the Plan Administrators nominee.
This convenience provides protection against certificates being lost, misplaced or stolen.
    
    You may send your other Forest City stock certificate(s) to the Plan Administrator for
safekeeping, free of charge.
    
    The Plan is entirely voluntary, and you may terminate your participation at any time.
    
    You maintain the voting rights on full and fractional shares in the Plan.
 Who is Eligible
   Internet Privileges




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
    
    Authorize, change or stop your Automatic Cash Withdrawal and Investment Service
    
    Sell some or all of your Plan shares if the current market value of the shares to be
sold is $25,000 or less
    
    Change your reinvestment option. (example: from full to partial)
  Telephone Transactions
   
    
    Sell a portion or all of your Plan shares if the current market value of the shares to
be sold is $25,000 or less
    
    Change your reinvestment option. (example: from full to partial)
    
    Request a certificate for a portion or all of your full Plan shares if the current
market value of shares to be issued is $50,000 or less
  How does the Plan Work
  Investment Options
 Full Reinvestment.
 Partial Reinvestment.
 Optional Cash Investments Only.




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Direct Deposit of Dividends
  Fractional Shares
  Optional Cash Investments
  or
 Automatic Cash Withdrawal and Investment Service
    Investments Dates
 Dividend Reinvestments.
 Optional Cash Investments.




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Deposit of Stock Certificates
  Issuance of Shares
  Withdrawal from the Plan
   Regular Statements
  To Join the Plan
  Income Tax Information
   Questions About the Plan




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Certified/Overnight Mail:
 General Information:
 Internet:
 Terms and Conditions




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TERMS AND CONDITIONS
 Terms and Conditions of Authorization for Stock Purchase and Dividend Reinvestment Plan
 
    
    As the Plan Administrator, Wells Fargo Shareowner Services, a division of Wells Fargo
Bank, N.A. (the Plan Administrator) will apply all or any designated portion of
dividends on the shares of Forest City Enterprises, Inc. (the Company) Class A Common
Stock or Class B Common Stock held by the participant, all optional cash investments, or a
combination of both, and dividends on any full or fractional shares acquired under the
Dividend Reinvestment and Stock Purchase Plan (the Plan), to the purchase of additional
Common Stock for the participants account. Such purchases may be made on any securities
exchange where such shares are traded, in the over-the-counter market or in negotiated
transactions, and may be on such terms as to price, delivery and otherwise as the Plan
Administrator may determine.
    
    The participant may make optional cash investments ($10 minimum, $5,000 maximum per
month in U.S. funds) to the Plan Administrator, accompanied by either the signed
authorization form or optional cash election form attached to the Plan statement. In
making purchases for the participants account, the Plan Administrator may commingle the
participants funds with those of other participants participating in the Plan. In the
case of each purchase, the price at which the Plan Administrator shall be deemed to have
acquired shares for the participants account shall be a 3% discount to market price of
all shares purchased by it, with their aggregate funds used for such purchase. The Plan
Administrator may hold the shares of all participants together in its name or in the name
of the nominee. The Plan Administrator shall have no responsibility as to the value of
the Common Stock acquired for the participants account. Dividends will be invested by
the Plan Administrator no later than 30 days after receipt, and optional cash investments
will be invested on or about the 15th of each month, if the 15th is
not a business day then the next business day, or where deferment is necessary to comply
with Regulation M under the Securities Exchange Act of 1934 or other applicable provisions
of law. It is understood that, in any event, neither the Plan Administrator nor the
Company shall have liability in connection with any inability to purchase shares or the
timing of any purchases. Participants funds held by the Plan Administrator will not bear
interest. Participants may request a refund of their entire optional cash investment by
written notice received by the Plan Administrator not less than two business days before
such amount is to be invested. Checks must be in U.S. funds and drawn on a U.S. bank.
Money orders or third party checks are not accepted.
    
    If any optional cash investment, including payments by check or automatic withdrawal,
is returned for any reason, the Plan Administrator will remove from the participants
account any shares purchased upon prior credit of such funds, and will sell these shares.
The Plan Administrator may sell other shares in the account to recover a returned funds
fee for each optional cash investment returned unpaid for any reason and may sell
additional shares as necessary to cover any market loss incurred by the Plan
Administrator. Following each purchase, the Plan Administrator will send to each
participant whose funds have been applied to such purchase a statement of year to date
transactions in the account since the last purchase, including the current shares in the
account.
    
    During the period that an optional cash investment is pending, the collected funds in
the possession of the Plan Administrator may be invested in certain Permitted Investments.
For purposes of this Plan, Permitted Investments shall mean any money market mutual
funds registered under the Investment Company Act (including those of an affiliate of the
Plan Administrator or for which the Plan Administrator or any of its affiliates provides
management advisory or other services) consisting entirely of (i) direct obligations of
the United States of America; or (ii) obligations fully guaranteed by the United States of
America. The risk of any loss from such Permitted Investments shall be the responsibility
of the Plan Administrator. Investment income from such Permitted Investments shall be
retained by the Plan Administrator.
    
    Participants may elect to deposit their original certificate(s) into the Plan account
for safekeeping by sending the certificate(s) to the Plan Administrator together with
instructions to deposit the




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certificate(s) into the Plan. The transaction will appear on the statement for that
period, and shares will be held by the Plan Administrator in its name or nominee name.
These shares will be held in the Plan account until such time as the participant requests a
certificate, sale or termination from the Plan. Because participants bear the risk of loss
in sending stock certificate(s), it is recommended that the participant sends them
registered, insured for at least 2% of the current market value and request a return
receipt. Certificate(s) should NOT be endorsed. Participants should note that a cost
basis record for deposited shares can not be provided by the Plan Administrator. A record
of purchase prices should be retained by the participant.
    
    No certificates will be issued to a participant for shares in the participants account
unless requested of the Plan Administrator in writing. No certificate for a fractional
share will be issued, but dividends on a fractional interest in a share will be credited
to the participants account.
    
    It is understood that the reinvestment of dividends does not relieve the participant of
any income tax that may be payable on such dividends. The Plan Administrator will report
to all participants the amount of dividends credited to their accounts.
    
    The Plan Administrator will vote all shares held in the participants account in the
same way in which the participant votes shares of the Company standing of record in the
participants name by regular proxy returned by participants to the Company, or, if the
Plan Administrator sends to the participant a separate proxy covering the shares credited
to the participants Plan account, then such shares will be voted as designated in such
separate proxy. In the event the participant does not direct the voting of shares by
either such regular or separate proxy, the shares credited to participants Plan account
will not be voted.
    
    Except as otherwise expressly provided herein, participants may not sell, pledge,
hypothecate or otherwise assign or transfer the participants account, any interest
therein or any cash or shares credited to the participants account. No attempt at any
such sale, pledge, hypothecation or other assignment or transfer shall be effective.
Nothing herein shall affect a shareholders rights in respect to shares for which
certificates have been received.
    
    A participant may terminate the account at any time by writing to the Plan
Administrator. If the participants request to terminate from the Plan is received on or
after a dividend record date, but before the dividend payment date, the participants
termination will be processed as soon as practicable, and a separate dividend check will
be mailed to the participant. Future dividends will be paid in cash, unless the
participant rejoins the Plan. In addition, if a participant sends notice of termination
or a request to sell to the Plan Administrator between the record date and payment date of
a stock distribution, the request will be held until the stock distribution is credited to
the participants account. The Plan Administrator may terminate the account at any time
by notice in writing mailed to the participant. A participant requesting termination may
elect to receive either stock or cash for all full shares in the account. If cash is
elected, the Plan Administrator will sell such shares at the current market value and the
Plan Administrator will send the net proceeds to the participant, after deducting
brokerage commissions and service charges. If no election is made in the request for
termination, full Plan shares will be converted to book-entry (DRS). In either case, the
participant will receive a check, less brokerage commissions and service charges, at the
current market value in lieu of any fractional interest in a share.
    
    If a participant submits a request to sell all or part of their Plan shares, and the
participant requests net proceeds to be automatically deposited to a U.S. bank checking or
savings account, the participant must provide a voided blank check for a checking account
or blank savings deposit slip for a savings account. If the participant is unable to
provide a voided check or deposit slip, the participants written request must have the
participants signature(s) medallion guaranteed by an eligible financial institution for
direct deposit. Requests for automatic deposit of sale proceeds that do not provide the
required documentation will not be processed and a check for the net proceeds will be
issued.




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
    
    The Plan Administrator will make every effort to process a participants sale order on
the next business day following receipt of the properly completed request (sale requests
involving multiple transactions may experience a delay). The Plan Administrator shall not
be liable for any claim arising out of failure to sell stock on a certain date or at a
specific price. This risk should be evaluated by the participant and is a risk that is
borne solely by the participant.
    
    If a participant requests to transfer all shares in their Plan account between a
dividend record date and payable date, the participants transfer request will be
processed; however, the participants Plan account will not be terminated. The
participant may receive additional dividend reinvestment shares which will require the
participant to submit a written request to transfer the additional shares.
    
    It is understood that any stock dividends or stock splits distributed by the Company on
shares held by the Plan Administrator for the participant will be credited to the
participants account. If a participant sends notice of termination or a request to sell
to the Plan Administrator between the record date and the payable date for a stock
distribution, the request will not be processed until the stock distribution is credited
to the participants account.
    
    In the event that the Company makes available to its shareholders rights to purchase
additional shares or other securities, the Plan Administrator will sell such rights
accruing to shares held by the Plan Administrator for the participant and will combine the
resultant funds with the next regular dividend or optional cash investment for
reinvestment at that time. If a participant desires to exercise such rights, the
participant should request that certificates be issued for full shares.
    
    The Plan Administrator, its nominee and the Company shall have no responsibility beyond
the exercise of ordinary care for any action taken or omitted pursuant to the Plan, nor
shall they have any duties, responsibilities or liabilities except such as are expressly
set forth herein.
    
    In administering the Plan, neither the Company, the Plan Administrator nor any broker
selected by the Plan Administrator shall be liable for any good faith act or omission to
act, including but not limited to any claim of liability (i) arising out of the failure to
terminate a participants account upon such participants death prior to receipt of a
notice in writing of such death, (ii) with respect to the prices or times at which shares
are purchased or sold, or (iii) as to the value of the shares acquired for participants.
Selling participants should be aware that the share price may fall or rise during the
period between a request for sale, its receipt by the Plan Administrator, and the ultimate
sale in the open market. Participants should evaluate these possibilities while deciding
whether and when to sell any shares through the Plan. The price risk will be borne solely
by the participant.
    
    The Plan Administrator is acting solely as agent of the Company and owes no duties,
fiduciary or otherwise, to any other person by reason of this Plan, and no implied duties,
fiduciary or otherwise, shall be read into this Plan. The Plan Administrator undertakes
to perform such duties and only such duties as are expressly set forth herein, to be
performed by it, and no implied covenants or obligations shall be read into this Plan
against the Plan Administrator or the Company.
    
    In the absence of negligence or willful misconduct on its part, neither the Plan
Administrator nor the Company, whether acting directly or through agents or attorneys,
shall be liable for any action taken, suffered, or omitted or for any error of judgment
made by the Plan Administrator in the performance of its duties hereunder. In no event
shall the Plan Administrator or the Company be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including but not limited to lost
profit), even if the Plan Administrator has been advised of the likelihood of such loss or
damage and regardless of the form of action.




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
    
    The Plan Administrator shall: (i) not be required to and shall make no representations
and have no responsibilities as to the validity, accuracy, value or genuineness of any
signatures or endorsements, other than its own; and (ii) not be obligated to take any
legal action hereunder that might, in its judgment, involve any expense or liability,
unless it has been furnished with reasonable indemnity.
    
    Neither the Plan Administrator or the Company shall be responsible or liable for any
failure or delay in the performance of its obligations under this Plan arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable control, including,
without limitation, acts of God; earthquakes; fires; floods; wars; civil or military
disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of
utilities; computer (hardware or software) or communications services; accidents; labor
disputes; acts of civil or military authority or governmental actions; it being understood
that the Plan Administrator shall use reasonable efforts which are consistent with
accepted practices in the banking industry to resume performance as soon as practicable
under the circumstances.
    
    The Plan Administrator is authorized to choose a broker, including an affiliated
broker, at its sole discretion to facilitate purchases and sales of Common Stock by Plan
participants. The Plan Administrator will furnish the name of the registered broker,
including any affiliated broker, utilized in share transactions within a reasonable time
upon written request from the participant.
    
    The Company and the Plan Administrator may agree from time to time to amendments and
modifications of the Plan.
    
    Any notice, instruction, request, election or direction that is required or permitted
under the Plan shall become effective when received by the Plan Administrator. Such
notice, instruction, request, election or direction shall be mailed to the address set
forth in this brochure.
    
    Your participation in the Plan will be terminated if you do not have at least one full
share registered in your name or in your Plan account.
    
    The terms and conditions of the Plan and the authorization form shall be governed by
the laws of the State of Ohio.
  Transaction or Plan Service FeesCertificate Deposit
    
    Company paidCertificate Issuance
    
    Company paidInvestment FeesDividend Reinvestment Service Fee
    
    Company paidOptional Cash Investment Service Fee
    
    Company paidAutomatic Withdrawal Service Fee
    
    Company paidPurchase Commission
    
    Company paidSale FeesService Fee
    
    $15.00 per transactionSale Commission
    
    $0.10 per shareDirect Deposit of Net Sale Proceeds
    
    $5.00 per transactionFee for Returned Checks or Rejected Automatic Bank 
Withdrawals
    
    $25.00 per itemPrior Year Duplicate Statements
    
    $15.00 per year