<PAGE>
                                                                     EXHIBIT 4.5



                                WARRANT AGREEMENT


                         dated as of [________ __, ____]


                                     between


                          FOREST CITY ENTERPRISES, INC.


                                       and


                    [NAME OF WARRANT AGENT], as Warrant Agent


                              Warrants to Purchase
                          [TITLE OF WARRANT SECURITIES]




<PAGE>


                                TABLE OF CONTENTS

ARTICLE I         ISSUANCE OF WARRANTS AND FORM, EXECUTION, DELIVERY AND
                  REGISTRATION OF WARRANT CERTIFICATES

Section 1.1       Issuance of Warrants

Section 1.2       Form, Execution and Delivery of Warrant Certificates

Section 1.3       Transfer of Warrants

Section 1.4       Lost, Stolen, Mutilated or Destroyed Warrant Certificates

Section 1.5       Cancellation of Warrant Certificates

Section 1.6       Treatment of Holders


ARTICLE II        EXERCISE PRICE, DURATION AND EXERCISE OF WARRANTS

Section 2.1       Exercise Price

Section 2.2       Duration of Warrants

Section 2.3       Exercise of Warrants

Section 2.4       Cancellation


ARTICLE III       OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS [IF WARRANTS
                  ARE TO BE ISSUED IN BOOK ENTRY FORM: AND BENEFICIAL OWNERS] OF
                  WARRANTS

Section 3.1       No Rights as Holders of Warrant Securities Conferred by
                  Warrants or Warrant Certificates

Section 3.2       Holder [If Warrants are to be issued in Book-Entry form: and
                  Beneficial Owner] of Warrant May Enforce Rights


ARTICLE IV        CONCERNING THE WARRANT AGENT

Section 4.1       Warrant Agent

Section 4.2       Limitations on Warrant Agent's Obligations

Section 4.3       Compliance With Applicable Laws

Section 4.4       Resignation and Appointment of Successor


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<PAGE>

ARTICLE V         MISCELLANEOUS

Section 5.1       Amendments

Section 5.2       Merger, Consolidation, Sale, Transfer or Conveyance

Section 5.3       Notices and Demands to the Company and Warrant Agent

Section 5.4       Addresses

Section 5.5       Governing Law

Section 5.6       Delivery of Prospectus

Section 5.7       Obtaining of Governmental Approvals

Section 5.8       Payment of Taxes

Section 5.9       Benefits of Warrant Agreement

Section 5.10      Headings

Section 5.11      Severability

Section 5.12      Counterparts

Section 5.13      Inspection of Agreement



                                       ii

<PAGE>


                                WARRANT AGREEMENT

         WARRANT AGREEMENT, dated as of [________ __, ____] (as modified,
amended or supplemented, this "Agreement"), between FOREST CITY ENTERPRISES,
INC., an Ohio corporation (the "Company") and [NAME OF WARRANT AGENT], a
[____________], as Warrant Agent (the "Warrant Agent").

                              W I T N E S S E T H:

         [If offer consists of Debt Securities with Warrants AND/OR Warrants to
Purchase Debt Securities: WHEREAS, the Company has entered into an Indenture
(the "[Senior] [Subordinated] Indenture"), dated as of [____________], between
the Company and [NAME OF TRUSTEE] as trustee (the "[Senior] [Subordinated]
Trustee"), providing for the issuance from time to time of its [unsecured]
[senior] [subordinated] [convertible] debentures, notes or other evidences of
indebtedness (the "[Senior] [Subordinated] Debt Securities"), to be issued in
one or more series as provided in the [Senior] [Subordinated] Indenture [if
Warrant Securities are not under same Indenture as Debt Securities to which they
are attached; and an Indenture (the "[Senior] [Subordinated] Indenture," the
Senior and Subordinated Indentures being referred to collectively as the
"Indentures") dated as of _______________ between the Company and
______________, as trustee (the "[Senior] [Subordinated] Trustee," (the Senior
and Subordinated Trustees being referred to collectively, as the "Trustees"),
providing for the issuance from time to time of its [senior] [subordinated]
debentures, notes or other evidences of indebtedness (the "[Senior]
[Subordinated] Debt Securities," the Senior and Subordinated Debt Securities
being referred to collectively as the "Debt Securities"), to be issued in one or
more series as provided in the [Senior] [Subordinated] Indenture]; and]

         [If Securities and Warrants are to be offered together: WHEREAS, the
Company proposes to sell [title of Securities being offered] (the "Offered
Securities") together with warrants (each, a "Warrant") representing the right
to purchase [title of Securities purchasable upon exercise of Warrants] [If
Warrants for Depositary Shares are to be offered: , each representing a [1/__th]
interest in a share of [title of securities represented by Depositary Shares]]
(the "Warrant Securities" [If Warrants for Depositary Shares are to be
offered:], which term shall also refer, as appropriate, to such [title of
securities represented by Depositary Shares]), such warrant certificates and
other warrant certificates issued pursuant to this Agreement being herein called
the "Warrant Certificates"; and]

         [If offer consists of Warrants alone: WHEREAS, the Company proposes to
sell warrant certificates evidencing one or more warrants (each, a "Warrant")
representing the right to purchase [title of Securities purchasable upon
exercise of Warrants] [If Warrants for Depositary Shares are to be offered: ,
each representing a [1/__th] interest in a share of [title of securities
represented by the Depositary Shares]] (the "Warrant Securities" [If Warrants
for Depositary Shares are to be offered:], which term shall also refer, as
appropriate, to such [title of securities represented by the Depositary
Shares]), such warrant certificates and other warrant certificates issued
pursuant to this Agreement being herein called the "Warrant Certificates"; and]

         WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, transfer, exchange, exercise and cancellation of the Warrants, and the
Company wishes to set forth in this Agreement, among other things, the
provisions of the Warrants, the form of the Warrant Certificates evidencing the
Warrants and the terms and conditions upon which the Warrants may be issued,
transferred, exchanged, exercised and canceled;


                                       1
<PAGE>

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

                                    ARTICLE I
                    ISSUANCE OF WARRANTS AND FORM, EXECUTION,
                DELIVERY AND REGISTRATION OF WARRANT CERTIFICATES

         Section 1.1 Issuance of Warrants. Each Warrant shall represent the
right, subject to the provisions contained herein and therein, to purchase
[________] Warrant Securities [in the aggregate principal amount of $_____] at
the Exercise Price set forth in Section 2.1. [If Securities and Warrants are to
be offered together: Warrants shall be issued in units with the Offered
Securities [If Warrants are not immediately detachable: and shall not be
separately transferable [Unless Warrants are not detachable: before [________
__, ____] (the "Detachment Date")]].] [If Warrants are to be offered separately:
Warrants shall be issued as a separate security and shall be transferable from
and after the date of issuance.] [If Warrants are to be offered in Book-Entry
form: [All] [A portion] of the Warrants shall initially be represented by one or
more global certificates (each, a "Global Warrant Certificate").] [If Securities
and Warrants are to be offered together and in definitive form: Each Warrant
Certificate included in such a unit shall evidence [_______] Warrants for each
[$_____ principal amount of] [_______] Offered Securities included in such
unit.] [If Warrants are to be offered separately and in definitive form: Each
Warrant Certificate shall evidence [_______] Warrants.]

         Section 1.2       Form, Execution and Delivery of Warrant Certificates.

                  (a)      One or more Warrant Certificates evidencing Warrants
                           to purchase not more than [____] [$_______ in
                           aggregate principal amount of] Warrant Securities
                           (except as provided in Sections 1.3, 1.4 and 2.3(e))
                           may be executed by the Company and delivered to the
                           Warrant Agent upon the execution of this Warrant
                           Agreement or from time to time thereafter [,
                           including upon the Detachment Date].

                  (b)      Each Warrant Certificate, whenever issued, shall be
                           in registered form substantially in the form set
                           forth in Exhibit A hereto, with such appropriate
                           insertions, omissions, substitutions and other
                           variations as are required or permitted by this
                           Agreement. [If Warrants are issued in Book-Entry
                           form: Each Global Warrant Certificate shall bear such
                           legend or legends as may be required by the
                           Depositary in order for it to accept the Warrants for
                           its book-entry settlement system.] Each Warrant
                           Certificate shall be printed, typewritten, or
                           otherwise reproduced in any other manner as may be
                           approved by the officers executing the same (such
                           execution to be conclusive evidence of such approval)
                           and may have such letters, numbers or other marks of
                           identification or designation and such legends or
                           endorsements printed, thereon as the officers of the
                           Company executing the same may approve (such
                           execution to be conclusive evidence of such approval)
                           and as are not inconsistent with the provisions of
                           this Agreement, or as may be required to comply with
                           any law or with any rule or regulation made pursuant
                           thereto, or with any regulation of any stock exchange
                           on which the Warrants [If Securities and Warrants are
                           to be offered together: , the Offered Securities] or
                           the Warrant Securities may be listed, or to conform
                           to usage. Each Warrant Certificate shall be signed on
                           behalf of the Company by its Chairman of the Board or
                           President or any Senior Vice President. The signature
                           of any such officer on any Warrant Certificate may be
                           manual or facsimile. Warrant Certificate, when so
                           signed on behalf of the Company, shall be delivered



                                       2
<PAGE>
                           to the Warrant Agent together with an order for the
                           countersignature and delivery of such Warrants.

                  (c)      The Warrant Agent shall, upon receipt of any Warrant
                           Certificate duly executed on behalf of the Company,
                           countersign such Warrant Certificate and deliver such
                           Warrant Certificate to or upon the order of the
                           Company. Each Warrant Certificate shall be dated the
                           date of its countersignature.

                  (d)      No Warrant Certificate shall be entitled to any
                           benefit under this Agreement or be valid or
                           obligatory for any purpose, and no Warrant evidenced
                           thereby may be exercised, unless such Warrant
                           Certificate has been countersigned by the manual
                           signature of the Warrant Agent. Such signature by the
                           Warrant Agent upon any Warrant Certificate executed
                           by the Company shall be conclusive evidence that such
                           Warrant Certificate has been duly issued under the
                           terms of this Agreement.

                  (e)      If any officer of the Company who has signed any
                           Warrant Certificate either manually or by facsimile
                           signature shall cease to be such officer before such
                           Warrant Certificate shall have been countersigned and
                           delivered by the Warrant Agent, such Warrant
                           Certificate nevertheless may be countersigned and
                           delivered as though the person who signed such
                           Warrant Certificate had not ceased to be such officer
                           of the Company; and any Warrant Certificate may be
                           signed on behalf of the Company by such persons as,
                           at the actual date of the execution of such Warrant
                           Certificate, shall be the proper officers of the
                           Company as specified in this Section 1.2, regardless
                           of whether at the date of the execution of this
                           Agreement any such person was such officer.

                  (f)      The Holders shall [If Warrants are to be issued in
                           Book-Entry form: , except as stated below with
                           respect to Warrants evidenced by a Global Warrant
                           Certificate,] be entitled to receive Warrants in
                           physical, certificated form.

                           [If Warrants are to be issued in Book-Entry form: (g)
                           A Global Warrant Certificate may be exchanged for a
                           new Global Warrant Certificate, or one or more new
                           Global Warrant Certificates may be issued, to reflect
                           the issuance by the Company of additional Warrants.
                           To effect such an exchange, the Company shall deliver
                           to the Warrant Agent one or more new Global Warrant
                           Certificates duly executed on behalf of the Company
                           as provided in Section 1.2. The Warrant Agent shall
                           authenticate each new Global Warrant Certificate as
                           provided in Section 1.2 and shall deliver each new
                           Global Warrant Certificate to the Depositary. The
                           Warrant Agent shall cancel each Global Warrant
                           Certificate delivered to it by the Depositary in
                           exchange therefor, if any.]

         Section 1.3       Transfer of Warrants.

                  (a)      [If Warrants are to be issued in Book-Entry form: (a)
                           [All] [A portion] of the Warrants shall initially be
                           represented by one or more Global Warrant
                           Certificates deposited with [the Depositary Trust
                           Company] (the "Depositary") and registered in the
                           name of [Cede & Co.], a nominee of the Depositary.
                           The Depositary, or such other entity as is agreed to
                           by the Depositary, may hold each Global Warrant
                           Certificate as custodian for Depositary. Except as
                           provided for in Section [1.3(b)] hereof, no person
                           acquiring Warrants traded on any securities exchange
                           with book-entry settlement through the Depositary
                           shall receive or be


                                       3
<PAGE>

                           entitled to receive physical delivery of definitive
                           Warrant Certificates evidencing such Warrants.
                           Ownership of beneficial interests in the Warrants
                           shall be shown on, and the transfer of such ownership
                           shall be effected through, records maintained by (i)
                           the Depositary or its nominee for each Global Warrant
                           Certificate, or (ii) institutions that have accounts
                           with the Depositary (such institution, with respect
                           to a Warrant in its account, a "Participant").]

                  (b)      [If Warrants are to be issued in Book-Entry form: (b)
                           If the Depositary subsequently ceases to make its
                           book-entry settlement system available for the
                           Warrants, the Company may instruct the Warrant Agent
                           regarding making other arrangements for book-entry
                           settlement. In the event that the receipts are not
                           eligible for, or it is no longer necessary to have
                           the Warrants available in, book-entry form, the
                           Warrant Agent shall provide written instructions to
                           the Depositary to deliver to the Warrant Agent for
                           cancellation each Global Warrant Certificate, and the
                           Company shall instruct the Warrant Agent to deliver
                           to the Depositary definitive Warrant Certificates in
                           physical form evidencing such Warrants. Such
                           definitive Warrant Certificates shall be in the form
                           annexed hereto as Exhibit A with appropriate
                           insertions, modifications and omissions, as provided
                           above.]

                  (c)      [If Securities and Warrants are to be offered
                           together: (c) [If Warrants are not immediately
                           detachable: Prior to the Detachment Date,] Warrants
                           may be transferred or exchanged only together with
                           the Offered Security to which such Warrant is
                           attached, and only for the purpose of effecting, or
                           in conjunction with, a transfer or exchange of such
                           Offered Security. Furthermore, [If Warrants are not
                           immediately detachable: on or prior to the Detachment
                           Date,] each transfer of an Offered Security on the
                           register relating to such Offered Securities shall
                           operate also to transfer the Warrants to which such
                           Offered Security was initially attached. [If Warrants
                           are not immediately detachable: From and after the
                           Detachment Date, the above provisions shall be of no
                           further force and effect.]

                  (d)      A Warrant Certificate may be transferred at the
                           option of the Holder thereof upon surrender of such
                           Warrant Certificate at the corporate trust office of
                           the Warrant Agent, properly endorsed or accompanied
                           by appropriate instruments of transfer and written
                           instructions for transfer, all in form satisfactory
                           to the Company and the Warrant Agent [If Warrants are
                           to be issued in Book-Entry form: ; provided, however,
                           that except as otherwise provided herein or in any
                           Global Warrant Certificate, each Global Warrant
                           Certificate may be transferred only in whole and only
                           to the Depositary, to another nominee of the
                           Depositary, to a successor depository, or to a
                           nominee of a successor depository]. Upon any such
                           registration of transfer, the Company shall execute,
                           and the Warrant Agent shall countersign and deliver,
                           as provided in Section 1.2, in the name of the
                           designated transferee a new Warrant Certificate or
                           Warrant Certificates of any authorized denomination
                           evidencing in the aggregate a like number of
                           unexercised Warrants.

                  (e)      [If Warrants are not immediately detachable: After
                           the Detachment Date,] Upon surrender at the corporate
                           office of the Warrant Agent, properly endorsed or
                           accompanied by appropriate instruments of transfer
                           and written instructions for such exchange, all in
                           form satisfactory to the Company and the Warrant
                           Agent, one or more Warrant


                                       4
<PAGE>

                           Certificates may be exchanged for one or more Warrant
                           Certificates in any other authorized denominations;
                           provided that such new Warrant Certificate(s)
                           evidence the same aggregate number of Warrants as the
                           Warrant Certificate(s) so surrendered. Upon any such
                           surrender for exchange, the Company shall execute,
                           and the Warrant Agent shall countersign and deliver,
                           as provided in Section 1.2, in the name of the Holder
                           of such Warrant Certificates, the new Warrant
                           Certificates.

                  (f)      The Warrant Agent shall keep, at its corporate trust
                           office, books in which, subject to such reasonable
                           regulations as it may prescribe, it shall register
                           Warrant Certificates in accordance with Section 1.2
                           and transfers, exchanges, exercises and cancellations
                           of outstanding Warrant Certificates. Whenever any
                           Warrant Certificates are surrendered for transfer or
                           exchange in accordance with this Section 1.3, an
                           authorized officer of the Warrant Agent shall
                           manually countersign and deliver the Warrant
                           Certificates which the Holder making the transfer or
                           exchange is entitled to receive.

                  (g)      No service charge shall be made for any transfer or
                           exchange of Warrant Certificates, but the Company may
                           require payment of a sum sufficient to cover any
                           stamp or other tax or other governmental charge that
                           may be imposed in connection with any such transfer
                           or exchange.

         Section 1.4 Lost, Stolen, Mutilated or Destroyed Warrant Certificates.
Upon receipt by the Company and the Warrant Agent of evidence satisfactory to
them of the ownership of and the loss, theft, destruction or mutilation of any
Warrant Certificate and of indemnity satisfactory to them and, in the case of
mutilation, upon surrender of such Warrant Certificate to the Warrant Agent for
cancellation, then, in the absence of notice to the Company or the Warrant Agent
that such Warrant Certificate has been acquired by a bona fide purchaser, the
Company shall execute, and an authorized officer of the Warrant Agent shall
manually countersign and deliver, in exchange for or in lieu of the lost,
stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of
the same tenor and for a like number of Warrants. No service charge shall be
made for any replacement of Warrant Certificates, but the Company may require
the payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange. To
the extent permitted under applicable law, the provisions of this Section 1.4
are exclusive with respect to the replacement of mutilated, lost, stolen or
destroyed Warrant Certificates and shall preclude any and all other rights or
remedies.

         Section 1.5 Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered to the Warrant Agent for transfer, exchange or exercise
of the Warrants evidenced thereby shall be promptly canceled by the Warrant
Agent and shall not be reissued and, except as expressly permitted by this
Agreement, no Warrant Certificate shall be issued hereunder in lieu thereof. The
Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of canceled Warrant Certificates in a manner satisfactory to the
Company. Any Warrant Certificate surrendered to the Company for transfer,
exchange or exercise of the Warrants evidenced thereby shall be promptly
delivered to the Warrant Agent and such transfer, exchange or exercise shall not
be effective until such Warrant Certificate has been received by the Warrant
Agent.

         Section 1.6 Treatment of Holders [If Warrants are to be issued in
Book-Entry Form and Beneficial Owners:] of Warrant Certificates. (a) The term
"Holder", as used herein, shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose [If Warrants are not immediately detachable are
offered: or, prior to the Detachment Date, the person in whose name the Offered
Security to which such Warrant Certificate was initially attached is registered
upon the register relating to such Offered


                                       5
<PAGE>

Securities. At all times prior to the Detachment Date, the Company will, or will
cause the registrar of the Offered Securities to, make available to the Warrant
Agent such information as to holders of the Offered Securities as may be
necessary to keep the Warrant Agent's records current]. [If Warrants are to be
issued in Book-Entry form: The Holder of each Global Warrant Certificate shall
initially be [Cede & Co.], a nominee of the Depositary.]

                  ( )      [If Warrants are to be issued in Book-Entry Form:
                           (b) The term "Beneficial Owner" as used herein shall
                           mean any person in whose name ownership of beneficial
                           interests in Warrants evidenced by a Global Warrant
                           Certificate is recorded in the records maintained by
                           the Depositary or its nominee, or by a Participant
                           [If Securities and Warrants that are not immediately
                           detachable are offered:, or, prior to the Detachment
                           Date, the person in whose name the Offered Security
                           to which such Warrant Certificate was initially
                           attached is registered upon the register relating to
                           such Offered Securities].]

                  ( )      Every Holder [If Warrants are to be issued in
                           Book-Entry form: and every Beneficial Owner] consents
                           and agrees with the Company, the Warrant Agent and
                           with every subsequent Holder [If Warrants are to be
                           issued in Book-Entry form: and Beneficial Owner] that
                           until the Warrant Certificate is transferred on the
                           books of the Warrant Agent, the Company and the
                           Warrant Agent may treat the registered Holder of such
                           Warrant Certificate as the absolute owner of the
                           Warrants evidenced thereby for any purpose and as the
                           person entitled to exercise the rights attaching to
                           the Warrants evidenced thereby, any notice to the
                           contrary notwithstanding.

                                   ARTICLE II
                EXERCISE PRICE, DURATION AND EXERCISE OF WARRANTS

         Section 2.1 Exercise Price. The exercise price of each Warrant shall be
[$________] (the "Exercise Price") [modify as appropriate to reflect terms of
offered Warrants].

         Section 2.2 Duration of Warrants. [Subject to the limitations set forth
herein,] Each Warrant may be exercised in whole but not in part [Unless Warrants
may be exercised on only one date:] on any Business Day (as defined below)
occurring during the period (the "Exercise Period") commencing on [its date of
issuance] [_________ __, ____] and ending at 5:00 P.M., New York time,] on
[__________ __, ____] (the "Expiration Date"). Each Warrant remaining
unexercised after 5:00 P.M., New York time, on the Expiration Date shall become
void, and all rights of the Holder under this Agreement shall cease.

         As used herein, the term "Business Day" means any day which is not a
Saturday or Sunday and is not a legal holiday or a day on which banking
institutions generally are authorized or obligated by law or regulation to close
in New York.

         Section 2.3       Exercise of Warrants.

                  (a)      A Holder may exercise a Warrant by delivering, not
                           later than 5:00 P.M., New York time, on [Unless
                           Warrants may be exercised on only one date: any
                           Business Day during the Exercise Period (the
                           "Exercise Date")] [If Warrants may be exercised on
                           only one date: the Expiration Date] to the Warrant
                           Agent at its corporate trust department (i) the
                           Warrant Certificate evidencing the Warrants to be
                           exercised, [If Warrants are to be issued in
                           Book-Entry form: and, in the case of a Global Warrant
                           Certificate, the Warrants to be exercised (the
                           "Book-Entry


                                       6
<PAGE>

                           Warrants") free on the records of the Depositary to
                           an account of the Warrant Agent at the Depositary
                           designated for such purpose in writing by the Warrant
                           Agent to the Depositary from time to time,] (ii) an
                           election to purchase the Warrant Securities
                           ("Election to Purchase"), [For definitive Warrant
                           Certificates: properly completed and executed by the
                           Holder on the reverse of the Warrant Certificate] [If
                           Warrants are to be issued in Book-Entry form: or, in
                           the case of a Global Warrant Certificate, properly
                           executed by the Participant and substantially in the
                           form included on the reverse of each Warrant
                           Certificate,] and (iii) the Exercise Price for each
                           Warrant to be exercised in lawful money of the United
                           States of America by certified or official bank check
                           or by bank wire transfer in immediately available
                           funds. If any of (a) the Warrant Certificate [If
                           Warrants are to be issued in Book-Entry form: or the
                           Book-Entry Warrants,] (b) the Election to Purchase,
                           or (c) the Exercise Price therefor, is received by
                           the Warrant Agent after 5:00 P.M., New York time, on
                           [Unless Warrants may be exercised on only one date:
                           the specified Exercise Date, the Warrants will be
                           deemed to be received and exercised on the Business
                           Day next succeeding the Exercise Date. If the date
                           specified as the Exercise Date is not a Business Day,
                           the Warrants will be deemed to be received and
                           exercised on the next succeeding day which is a
                           Business Day. If the Warrants are received or deemed
                           to be received after] the Expiration Date, the
                           exercise thereof will be null and void and any funds
                           delivered to the Warrant Agent will be returned to
                           the Holder [If Warrants are to be issued in
                           Book-Entry form: or Participant, as the case may be,]
                           as soon as practicable. In no event will interest
                           accrue on funds deposited with the Warrant Agent in
                           respect of an exercise or attempted exercise of
                           Warrants. The validity of any exercise of Warrants
                           will be determined by the Warrant Agent in its sole
                           discretion and such determination will be final and
                           binding upon the Holder and the Company. Neither the
                           Company nor the Warrant Agent shall have any
                           obligation to inform a Holder of the invalidity of
                           any exercise of Warrants. The Warrant Agent shall
                           deposit all funds received by it in payment of the
                           Exercise Price in the account of the Company
                           maintained with the Warrant Agent for such purpose
                           and shall advise the Company by telephone at the end
                           of each day on which funds for the exercise of the
                           Warrants are received of the amount so deposited to
                           its account. The Warrant Agent shall promptly confirm
                           such telephonic advice to the Company in writing.

                  (b)      The Warrant Agent shall, by 11:00 A.M. on the
                           Business Day following the [Unless Warrants may be
                           exercised on only one date: Exercise Date of any
                           Warrant] [If Warrants may be exercised on only one
                           date: Expiration Date], advise the Company and the
                           [Trustee under the Indenture applicable to] [the
                           transfer agent and registrar in respect of] the
                           Warrant Securities issuable upon such exercise as to
                           the number of Warrants exercised in accordance with
                           the terms and conditions of this Agreement, the
                           instructions of each Holder [If Warrants are to be
                           issued in Book-entry Form: or Participant, as the
                           case may be,] with respect to delivery of the Warrant
                           Securities issuable upon such exercise, and the
                           delivery of definitive Warrant Certificates [If
                           Warrants are to be issued in Book-Entry form: or one
                           or more Global Warrant Certificates, as appropriate,]
                           evidencing the balance, if any, of the Warrants
                           remaining after such exercise, and such other
                           information as the Company or such [Trustee]
                           [transfer agent and registrar] shall reasonably
                           require.

                                       7
<PAGE>

                  (c)      Subject to satisfaction of the conditions set forth
                           in Sections 2.3(a) and 2.3(b) above, the Company
                           shall, by 5:00 P.M., New York time, on the third
                           Business Day next succeeding the [Unless Warrants may
                           be exercised on only one date: Exercise Date of any
                           Warrant] [If Warrants may be exercised on only one
                           date: Expiration Date], execute, issue and deliver to
                           the Warrant Agent, [pursuant to the Indenture
                           applicable to the Warrant Securities, the Warrant
                           Securities, duly authenticated by the Trustee of such
                           Indenture and in authorized denominations] [the
                           Warrant Securities] to which such Holder is entitled,
                           in fully registered form, registered in such name or
                           names as may be directed by such Holder [If Warrants
                           are to be issued in Book-Entry form: or the
                           Participant, as the case may be]. Upon receipt of
                           such Warrant Securities, the Warrant Agent shall, by
                           5:00 P.M., New York time, on the fifth Business Day
                           next succeeding [Unless Warrants may be exercised on
                           only one date: such Exercise Date] [If Warrants may
                           be exercised on only one date: the Expiration Date],
                           transmit such Warrant Securities, to or upon the
                           order of the Holder [If Warrants are to be issued in
                           Book-Entry form: or Participant, as the case may be,]
                           together with, or preceded by the prospectus referred
                           to in Section 5.6 hereof. The Company agrees that it
                           will provide such information and documents to the
                           Warrant Agent as may be necessary for the Warrant
                           Agent to fulfill its obligations hereunder.

                  (d)      The accrual of [interest] [dividends], if any, on the
                           Warrant Securities issued upon the valid exercise of
                           any Warrant will be governed by the terms of the
                           applicable [Indenture] [certificate of designations
                           and the Amended and Restated Articles of
                           Incorporation of the Company (the "Articles of
                           Incorporation")] and such Warrant Securities. From
                           and after the issuance of such Warrant Securities,
                           the former Holder of the Warrants exercised will be
                           entitled to the benefits of the [Indenture]
                           [certificate of designations and the Articles of
                           Incorporation] under which such Warrant Securities
                           are issued and such former Holder's right to receive
                           payments of [principal of (and premium, if any) and
                           interest, if any, on] [dividends and any other
                           amounts payable in respect of] the Warrant Securities
                           shall be governed by, and shall be subject to, the
                           terms and provisions of such [Indenture] [certificate
                           of designations and Articles of Incorporation] and
                           the Warrant Securities.

                  (e)      Warrants may be exercised only in whole numbers of
                           Warrants. [Unless Warrants may be exercised on only
                           one date: If fewer than all of the Warrants evidenced
                           by a Warrant Certificate are exercised, a new Warrant
                           Certificate for the number of Warrants remaining
                           unexercised shall be executed by the Company and
                           countersigned by the Warrant Agent as provided in
                           Section 1.2 hereof, and delivered to the Holder at
                           the address specified on the books of the Warrant
                           Agent or as otherwise specified by such Holder.]

                  (f)      The Company shall not be required to pay any stamp or
                           other tax or other governmental charge required to be
                           paid in connection with any transfer involved in the
                           issue of the Warrant Securities; and in the event
                           that any such transfer is involved, the Company shall
                           not be required to issue or deliver any Warrant
                           Securities until such tax or other charge shall have
                           been paid or it has been established to the Company's
                           satisfaction that no such tax or other charge is due.

         Section 2.4 Cancellation. The Warrant Agent and no one else shall
cancel all Warrant Certificates surrendered for registration of transfer,
exchange, exercise, replacement or cancellation and


                                       8
<PAGE>

shall destroy cancelled Warrant Certificates (subject to the record retention
requirement of the Exchange Act of 1934). Certification of the destruction of
all cancelled Warrant Certificates shall be delivered to the Company.

         [If Warrants for Class A Common Stock are offered: Section 2.5.
Adjustment Under Certain Circumstances. The Exercise Price and the number of
Warrant Securities purchasable upon the exercise of each Warrant shall be
subject to adjustment upon (i) the issuance of a stock dividend to the holders
of the outstanding shares of Warrant Securities or a combination, subdivision or
reclassification of the Warrant Securities; (ii) the issuance of rights,
warrants or options to all holders of the Warrant Securities entitling the
holders thereof to purchase Warrant Securities for an aggregate consideration
per share less than the current market price per share of the Warrant
Securities; or (iii) any distribution by the Company to the holders of the
Warrant Securities of evidences of indebtedness of the Company or of assets
(excluding cash dividends or distributions payable out of consolidated earnings
and earned surplus and dividends or distributions referred to in (i) above);
provided that no such adjustment in the number of Warrant Securities purchasable
upon exercise of the Warrants will be required until cumulative adjustments
require an adjustment of at least 1% of such number. No fractional shares will
be issued upon exercise of Warrants, but the Company will pay the cash value of
any fractional shares otherwise issuable. The adjustments to be made under this
Section 2.5 shall be determined by the Warrant Agent and such determination
shall be final and binding upon the Holders and the Company.]

                                   ARTICLE III
                 OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
                [IF WARRANTS ARE TO BE ISSUED IN BOOK-ENTRY FORM:
                       AND BENEFICIAL OWNERS] OF WARRANTS

         Section 3.1 No Rights as Holders of Warrant Securities Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the Holder thereof to any of the rights of a holder of any
Warrant Securities, including, without limitation, [the right to receive the
payments of principal of (and premium, if any) and interest, if any, on Debt
Securities purchasable upon such exercise or to enforce any of the covenants in
the Indenture] [the right to receive dividends, if any, or payments upon the
liquidation, dissolution or winding up of the Company or to exercise voting
rights, if any].

         Section 3.2 Holder [If Warrants are to be issued in Book-Entry form:
and Beneficial Owner] of Warrant May Enforce Rights. Notwithstanding any of the
provisions of this Agreement, any Holder [If Warrants are to be issued in
Book-Entry form: and any Beneficial Owner] of any Warrant, without the consent
of the Warrant Agent or the Holder of any Warrant, may, on such Holder's [If
Warrants are to be issued in Book-Entry form: or Beneficial Owner's] own behalf
and for his own benefit, enforce, and may institute and maintain any suit,
action or proceeding against the Company to enforce, or otherwise in respect of,
such Holder's [If Warrants are to be issued in Book-Entry form: or Beneficial
Owner's] right to exercise the Warrants evidenced by any Warrant Certificate in
the manner provided in this Agreement and such Warrant Certificate.

                                   ARTICLE IV
                          CONCERNING THE WARRANT AGENT

         Section 4.1 Warrant Agent. The Company hereby appoints [______________]
as Warrant Agent of the Company in respect of the Warrants upon the terms and
subject to the conditions herein set forth, and [____________] hereby accepts
such appointment. The Warrant Agent shall have the powers and authority granted
to and conferred upon it hereby and such further powers and authority to act on
behalf of the Company as the Company may hereafter grant to or confer upon it.


                                       9
<PAGE>

         Section 4.2 Limitations on Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the Holders from time to time shall be subject:

                  (a)      Compensation and Indemnification. The Company agrees
                           to pay the Warrant Agent compensation to be agreed
                           upon with the Company for all services rendered by
                           the Warrant Agent and to reimburse the Warrant Agent
                           for all reasonable out-of-pocket expenses (including
                           reasonable counsel fees) incurred by the Warrant
                           Agent in connection with the services rendered by it
                           hereunder. The Company also agrees to indemnify the
                           Warrant Agent for, and to hold it harmless against,
                           any loss, liability or expense incurred without
                           negligence, bad faith or breach of this Agreement on
                           the part of the Warrant Agent, arising out of or in
                           connection with its acting as Warrant Agent
                           hereunder.

                  (b)      Agent for the Company. In acting in the capacity of
                           Warrant Agent under this Agreement, the Warrant Agent
                           is acting solely as agent of the Company and does not
                           assume any obligation or relationship of agency or
                           trust with any of the owners or holders of the
                           Warrants except as expressly set forth herein.

                  (c)      Counsel. The Warrant Agent may consult with counsel
                           satisfactory to it (which may be counsel to the
                           Company), and the advice of such counsel shall be
                           full and complete authorization and protection in
                           respect of any action taken, suffered or omitted by
                           it hereunder in good faith and in accordance with the
                           advice of such counsel.

                  (d)      Documents. The Warrant Agent shall be protected and
                           shall incur no liability for or in respect of any
                           action taken or thing suffered by it in reliance upon
                           any notice, direction, consent, certificate,
                           affidavit, statement or other paper or document
                           reasonably believed by it to be genuine and to have
                           been presented or signed by the proper parties.

                  (e)      Certain Transactions. The Warrant Agent, and its
                           officers, directors and employees, may become the
                           owner of, or acquire any interest in, any Warrant,
                           with the same rights that it or they would have were
                           it not the Warrant Agent hereunder, and, to the
                           extent permitted by applicable law, it or they may
                           engage or be interested in any financial or other
                           transaction with the Company and may act on, or as a
                           depositary, trustee or agent for, any committee or
                           body of holders of Warrants [If Securities and
                           Warrants are being offered together:, Offered
                           Securities] or Warrant Securities, or other
                           securities or obligations of the Company as freely as
                           if it were not the Warrant Agent hereunder. Nothing
                           in this Agreement shall be deemed to prevent the
                           Warrant Agent from acting as trustee under either
                           Indenture.

                  (f)      No Liability for Interest. The Warrant Agent shall
                           not be under any liability for interest on any monies
                           at any time received by it pursuant to any of the
                           provisions of this Agreement.

                  (g)      No Liability for Invalidity. The Warrant Agent shall
                           not be under any responsibility with respect to the
                           validity or sufficiency of this Agreement or the



                                       10
<PAGE>

                           execution and delivery hereof (except the due
                           execution and delivery hereof by the Warrant Agent)
                           or with respect to the validity or execution of the
                           Warrant Certificates (except its countersignature
                           thereon).

                  (h)      No Responsibility for Recitals. The recitals
                           contained herein and in the Warrant Certificates
                           (except as to the Warrant Agent's countersignature
                           thereon) shall be taken as the statements of the
                           Company and the Warrant Agent assumes no
                           responsibility hereby for the correctness of the
                           same.

                  (i)      No Implied Obligations. The Warrant Agent shall be
                           obligated to perform such duties as are specifically
                           set forth herein and no implied duties or obligations
                           shall be read into this Agreement against the Warrant
                           Agent. The Warrant Agent shall not be under any
                           obligation to take any action hereunder which may
                           tend to involve it in any expense or liability, the
                           payment of which within a reasonable time is not, in
                           its opinion, assured to it. The Warrant Agent shall
                           not be accountable or under any duty or
                           responsibility for the use by the Company of any
                           Warrant Certificate authenticated by the Warrant
                           Agent and delivered by it to the Company pursuant to
                           this Agreement or for the application by the Company
                           of the proceeds of the issue and sale, or exercise,
                           of the Warrants. The Warrant Agent shall have no duty
                           or responsibility in case of any default by the
                           Company in the performance of its covenants or
                           agreements contained herein or in any Warrant
                           Certificate or in the case of the receipt of any
                           written demand from a Holder with respect to such
                           default, including, without limiting the generality
                           of the foregoing, any duty or responsibility to
                           initiate or attempt to initiate any proceedings at
                           law or otherwise or, except as provided in Section
                           5.3 hereof, to make any demand upon the Company.

         Section 4.3 Compliance With Applicable Laws. The Warrant Agent agrees
to comply with all applicable federal and state laws imposing obligations on it
in respect of the services rendered by it under this Agreement and in connection
with the Warrants, including (but not limited to) the provisions of United
States federal income tax laws regarding information reporting and backup
withholding. The Warrant Agent expressly assumes all liability for its failure
to comply with any such laws imposing obligations on it, including (but not
limited to) any liability for its failure to comply with any applicable
provisions of United States federal income tax laws regarding information
reporting and backup withholding.

         Section 4.4       Resignation and Appointment of Successor.

                  (a)      The Company agrees, for the benefit of the Holders
                           from time to time, that there shall at all times be a
                           Warrant Agent hereunder until all the Warrants issued
                           hereunder have been exercised or have expired in
                           accordance with their terms, which Warrant Agent
                           shall be a bank or trust company organized under the
                           laws of the United States of America or one of the
                           states thereof, which is authorized under the laws of
                           the jurisdiction of its organization to exercise
                           corporate trust powers, has a combined capital and
                           surplus of at least $50,000,000 and has an office or
                           an agent's office in the United States of America.

                  (b)      The Warrant Agent may at any time resign as such
                           agent by giving written notice to the Company of such
                           intention on its part, specifying the date on which
                           it desires such resignation to become effective;
                           provided that such date shall not be less than three
                           months after the date on which such notice is given,
                           unless the


                                       11
<PAGE>

                           Company agrees to accept such notice less than three
                           months prior to such date of effectiveness. The
                           Company may remove the Warrant Agent at any time by
                           giving written notice to the Warrant Agent of such
                           removal, specifying the date on which it desires such
                           removal to become effective. Such resignation or
                           removal shall take effect upon the appointment by the
                           Company, as hereinafter provided, of a successor
                           Warrant Agent (which shall be a bank or trust company
                           qualified as set forth in Section 4.4(a)) and the
                           acceptance of such appointment by such successor
                           Warrant Agent. The obligation of the Company under
                           Section 4.2(a) shall continue to the extent set forth
                           therein notwithstanding the resignation or removal of
                           the Warrant Agent.

                  (c)      If at any time the Warrant Agent shall resign, or
                           shall cease to be qualified as set forth in Section
                           4.4(a), or shall be removed, or shall become
                           incapable of acting, or shall be adjudged a bankrupt
                           or insolvent, or shall file a petition seeking relief
                           under any applicable Federal or State bankruptcy or
                           insolvency law or similar law, or make an assignment
                           for the benefit of its creditors or consent to the
                           appointment of a receiver, conservator or custodian
                           of all or any substantial part of its property, or
                           shall admit in writing its inability to pay or to
                           meet its debts as they mature, or if a receiver or
                           custodian of it or of all or any substantial part of
                           its property shall be appointed, or if an order of
                           any court shall be entered for relief against it
                           under the provisions of any applicable Federal or
                           State bankruptcy or similar law, or if any public
                           officer shall have taken charge or control of the
                           Warrant Agent or of its property or affairs, for the
                           purpose of rehabilitation, conservation or
                           liquidation, a successor Warrant Agent, qualified as
                           set forth in Section 4.4(a), shall be appointed by
                           the Company by an instrument in writing, filed with
                           the successor Warrant Agent. Upon the appointment as
                           herein provided of a successor Warrant Agent and
                           acceptance by the latter of such appointment, the
                           Warrant Agent so superseded shall cease to be Warrant
                           Agent under this Agreement.

                  (d)      Any successor Warrant Agent appointed under this
                           Agreement shall execute, acknowledge and deliver to
                           its predecessor and to the Company an instrument
                           accepting such appointment, and thereupon such
                           successor Warrant Agent, without any further act,
                           deed or conveyance, shall become vested with all the
                           authority, rights, powers, trusts, immunities, duties
                           and obligations of such predecessor with like effect
                           as if originally named as Warrant Agent under this
                           Agreement, and such predecessor, upon payment of its
                           charges and disbursements then unpaid, shall
                           thereupon become obligated to transfer, deliver and
                           pay over, and such successor Warrant Agent shall be
                           entitled to receive, all monies, securities and other
                           property on deposit with or held by such predecessor,
                           as Warrant Agent under this Agreement.

                  (e)      Any corporation into which the Warrant Agent may be
                           merged or converted or any corporation with which the
                           Warrant Agent may be consolidated, or any corporation
                           resulting from any merger, conversion or
                           consolidation to which the Warrant Agent shall be a
                           party, or any corporation to which the Warrant Agent
                           shall sell or otherwise transfer all or substantially
                           all the assets and business of the Warrant Agent, in
                           each case provided that it shall be qualified as set
                           forth in Section 4.4(a), shall be the successor
                           Warrant Agent under this Agreement without the
                           execution or filing of any paper or any further act
                           on the part of any


                                       12
<PAGE>

                           of the parties to this Agreement, including, without
                           limitation, any successor to the Warrant Agent first
                           named above.

                                    ARTICLE V
                                  MISCELLANEOUS

         Section 5.1       Amendments.

                  (a)      This Agreement and any Warrant Certificate may be
                           amended by the parties hereto by executing a
                           supplemental warrant agreement (a "Supplemental
                           Agreement"), without the consent of the Holder of any
                           Warrant, for the purpose of (i) curing any ambiguity,
                           or curing, correcting or supplementing any defective
                           provision contained herein, or making any other
                           provisions with respect to matters or questions
                           arising under this Agreement that is not inconsistent
                           with the provisions of this Agreement or the Warrant
                           Certificates, (ii) evidencing the succession of
                           another corporation to the Company and the assumption
                           by any such successor of the covenants of the Company
                           contained in this Warrant Agreement and the Warrants,
                           (iii) evidencing and providing for the acceptance of
                           appointment by a successor Warrant Agent with respect
                           to the Warrants, [If Warrants are to be issued in
                           Book-Entry form: (iv) evidencing and providing for
                           the acceptance of appointment by a successor
                           Depositary with respect to each Global Warrant
                           Certificate, (v) issuing definitive Warrant
                           Certificates in accordance with paragraph (b) of
                           Section 1.3,] (vi) adding to the covenants of the
                           Company for the benefit of the Holders or
                           surrendering any right or power conferred upon the
                           Company under this Agreement, or (vii) amending this
                           Agreement and the Warrants in any manner that the
                           Company may deem to be necessary or desirable and
                           that will not adversely affect the interests of the
                           Holders in any material respect.

                  (b)      The Company and the Warrant Agent may amend this
                           Agreement and the Warrants by executing a
                           Supplemental Agreement with the consent of the
                           Holders of not fewer than a majority of the
                           unexercised Warrants affected by such amendment, for
                           the purpose of adding any provisions to or changing
                           in any manner or eliminating any of the provisions of
                           this Agreement or of modifying in any manner the
                           rights of the Holders under this Agreement; provided,
                           however, that, without the consent of each Holder of
                           Warrants affected thereby, no such amendment may be
                           made that (i) changes the Warrants so as to reduce
                           the [principal amount][number] of Warrant Securities
                           purchasable upon exercise of the Warrants or so as to
                           increase the exercise price [If Warrants for Class A
                           Common Stock are offered: (other than as provided by
                           Section 2.3)], (ii) shortens the period of time
                           during which the Warrants may be exercised, (iii)
                           otherwise adversely affects the exercise rights of
                           the Holders in any material respect, or (iv) reduces
                           the number of unexercised Warrants the consent of the
                           Holders of which is required for amendment of this
                           Agreement or the Warrants.

         Section 5.2 Merger, Consolidation, Sale, Lease, Transfer or Conveyance.
The Company may consolidate or merge with or into any other corporation or sell,
lease, transfer or convey all or substantially all of its assets to any other
corporation, provided that (i) either (x) the Company is the continuing
corporation or (y) the corporation (if other than the Company) that is formed by
or results from any such consolidation or merger or that receives such assets is
a corporation organized and existing under the laws of the United States of
America or a state thereof and such corporation assumes the


                                       13
<PAGE>

obligations of the Company with respect to the performance and observance of all
of the covenants and conditions of this Agreement to be performed or observed by
the Company and (ii) the Company or such successor corporation, as the case may
be, must not immediately be in default under this Agreement. If at any time
there shall be any consolidation or merger or any sale, lease, transfer,
conveyance or other disposition of all or substantially all of the assets of the
Company, then the Company or such successor or assuming corporation, as the case
may be, shall make appropriate provision by amendment of this Agreement or
otherwise so that the holders of the Warrants then outstanding shall have the
right at any time thereafter, upon exercise of such Warrants, to receive the
kind and amount of shares of stock and other securities and property or assets
receivable upon such consolidation or merger or any sale, lease, transfer,
conveyance or other disposition as would be received by a holder of the number
of Warrant Securities issuable upon exercise of such Warrant immediately prior
to such consolidation or merger or sale, lease, transfer, conveyance or other
disposition, and in any such event the successor or assuming corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein and in the Warrant Certificates as the Company; the Company
shall thereupon be relieved of any further obligation hereunder or under the
Warrants, and, in the event of any such sale, lease, transfer, conveyance (other
than by way of lease) or other disposition, the Company as the predecessor
corporation may thereupon or at any time thereafter be dissolved, wound up or
liquidated. Such successor or assuming corporation thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company,
Warrant Certificates evidencing the Warrants not theretofore exercised, in
exchange and substitution for the Warrant Certificates theretofore issued. Such
Warrant Certificates shall in all respects have the same legal rank and benefit
under this Agreement as the Warrant Certificates evidencing the Warrants
theretofore issued in accordance with the terms of this Agreement as though such
new Warrant Certificates had been issued at the date of the execution hereof. In
any case of any such merger or consolidation or sale, lease, transfer,
conveyance or other disposition of all or substantially all of the assets of the
Company, such changes in phraseology and form (but not in substance) may be made
in the new Warrant Certificates, as may be appropriate.

         Section 5.3 Notices and Demands to the Company and Warrant Agent. If
the Warrant Agent shall receive any notice or demand addressed to the Company by
the Holder [If Warrants are to be issued in Book-Entry form: or a Participant,
as the case may be], the Warrant Agent shall promptly forward such notice or
demand to the Company.

         Section 5.4 Addresses. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to
[_________________, Attention: __________________], and any communications from
the Warrant Agent to the Company with respect to this Agreement shall be
addressed to Forest City Enterprises, Inc., _____________________,
_______________, ____________, ___________, Attention: Corporate Secretary (or
such other address as shall be specified in writing by the Warrant Agent or by
the Company, as the case may be). The Company or the Warrant Agent shall give
notice to the Holders of Warrants by mailing written notice by first class mail,
postage prepaid, to such Holders as their names and addresses appear in the
books and records of the Warrant Agent [or, prior to the Detachment Date, on the
register of the Offered Securities].

         Section 5.5 GOVERNING LAW. THIS AGREEMENT AND EACH WARRANT CERTIFICATE
AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK (WITHOUT REFERENCE TO APPLICABLE CONFLICTS OF LAW PROVISIONS).

         Section 5.6 Delivery of Prospectus. The Company shall furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants and complying in all material
respects with the Securities Act of 1933 (the "Prospectus"), and the Warrant


                                       14
<PAGE>

Agent agrees that upon the exercise of any Warrant, the Warrant Agent shall
deliver a Prospectus to the Holder of such Warrant, prior to or concurrently
with the delivery of the Warrant Securities issued upon such exercise.

         Section 5.7 Obtaining of Governmental Approvals. The Company shall from
time to time take all action which may be necessary to obtain and keep effective
any and all permits, consents and approvals of governmental agencies and
authorities and securities acts filings under United States Federal and state
laws, which the Company may deem necessary or appropriate in connection with the
issuance, sale, transfer and delivery of the Warrants, the exercise of the
Warrants, the issuance, sale, transfer and delivery of the Warrant Securities to
be issued upon exercise of Warrants or upon the expiration of the period during
which the Warrants are exercisable.

         Section 5.8 Payment of Taxes. The Company will pay all stamp and other
duties, if any, to which, under the laws of the United States of America, this
Agreement or the original issuance of the Warrants may be subject.

         Section 5.9 Benefits of Warrant Agreement. Nothing in this Agreement or
any Warrant Certificate expressed or implied and nothing that may be inferred
from any of the provisions hereof or thereof is intended, or shall be construed,
to confer upon, or give to, any person or corporation other than the Company,
the Warrant Agent and their respective successors and assigns, [If Warrants are
to be issued in Book-Entry form: the Beneficial Owners] and the Holders any
right, remedy or claim under or by reason of this Agreement or any Warrant
Certificate or of any covenant, condition, stipulation, promise or agreement
hereof or thereof; and all covenants, conditions, stipulations, promises and
agreements contained in this Agreement or any Warrant Certificate shall be for
the sole and exclusive benefit of the Company and the Warrant Agent and their
respective successors and assigns and of the [If Warrants are to be issued in
Book-Entry form: Beneficial Owners and] Holders.

         Section 5.10 Headings. The descriptive headings of the several Articles
and Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

         Section 5.11 Severability. If any provision in this Agreement or in any
Warrant Certificate shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions, or of such provisions in any other jurisdiction, shall not in any
way be affected or impaired thereby.

         Section 5.12 Counterparts. This Agreement may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original;
but such counterparts shall together constitute but one and the same instrument.

         Section 5.13 Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of the
Warrant Agent and at the office of the Company for inspection by any Holder. The
Warrant Agent may require any such Holder to submit satisfactory proof of
ownership for inspection by it.


                                       15
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                               FOREST CITY ENTERPRISES, INC.


                               By:
                                   --------------------------------------------
                               Authorized Officer



                               [WARRANT AGENT]


                               By:
                                   ---------------------------------------------
                               Authorized Officer




                                       16
<PAGE>
                                    EXHIBIT A

                          [FORM OF WARRANT CERTIFICATE]

                  [Form of legend if Securities with Warrants that are not
immediately detachable or Warrants that are not immediately exercisable are
offered: [PRIOR TO _______________,] THIS WARRANT CERTIFICATE [(i) CANNOT BE
TRANSFERRED OR EXCHANGED UNLESS ATTACHED TO A [TITLE OF OFFERED SECURITY] AND
(II)] CANNOT BE EXERCISED IN WHOLE OR IN PART.]

                EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
                            AGENT AS PROVIDED HEREIN.

                         Warrant Certificate evidencing

                              Warrants to Purchase

                          [Title of Warrant Securities]

                              as described herein.


                          FOREST CITY ENTERPRISES, INC.

No. ___________                                          CUSIP No. _____________

           VOID AFTER [5:00 P.M.], NEW YORK TIME, ON [_______ __, ___]

                  This certifies that [________________________] or registered
assigns is the registered holder of [Insert number initially issued] warrants to
purchase certain securities (the "Warrants"). Each Warrant entitles the holder
thereof, subject to the provisions contained herein and in the Warrant Agreement
referred to below, to purchase from Forest City Enterprises, Inc., an Ohio
corporation (the "Company"), [$_________ principal amount] [______] of the
Company's [title of Securities purchasable upon exercise of Warrants] [If
Warrants for Depositary Shares are to be offered:, each representing a [1/__th]
interest in a share of [title of securities represented by the Depositary
Shares]] (the "Warrant Securities" [If Warrants for Depositary Shares are to be
offered: , which term shall also refer, as appropriate, to such [title of
securities represented by the Depositary Shares]), [issued or to be issued under
the Indenture (as hereinafter defined)], at the Exercise Price set forth below.
The exercise price of each Warrant (the "Exercise Price") shall be [modify as
appropriate to reflect the terms of the offered Warrants].

                  Subject to the terms of the Warrant Agreement, each Warrant
evidenced hereby may be exercised in whole but not in part at any time, as
specified herein, [Unless Warrants may be exercised on only one date: on any
Business Day (as defined below) occurring during the period (the "Exercise
Period") commencing on [the date of issuance thereof] [_______________ __, ____]
and ending at 5:00 P.M., New York time,] on [____________ __, ____] (the
"Expiration Date"). Each Warrant remaining unexercised after 5:00 P.M., New York
time, on the Expiration Date shall become void, and all rights of the holder of
this Warrant Certificate evidencing such Warrant shall cease.

                  The holder of the Warrants represented by this Warrant
Certificate may exercise any Warrant evidenced hereby by delivering, not later
than 5:00 P.M., New York time, on [Unless Warrants



                                      A-1
<PAGE>

may be exercised on only one date: any Business Day during the Exercise Period
(the "Exercise Date")] [If Warrants may be exercised on only one date: the
Expiration Date] to [name of Warrant Agent] (the "Warrant Agent", which term
includes any successor warrant agent under the Warrant Agreement described
below) at its corporate trust department at [___________________], (i) this
Warrant Certificate [For Global Warrant Certificate: and the Warrants to be
exercised (the "Book-Entry Warrants") free on the records of [The Depositary
Trust Company] (the "Depositary") to an account of the Warrant Agent at the
Depositary designated for such purpose in writing by the Warrant Agent to the
Depositary], (ii) an election to purchase ("Election to Purchase"), [For
definitive Warrant Certificates: properly executed by the holder hereof on the
reverse of this Warrant Certificate] [For Global Warrant Certificates: properly
executed by the institution in whose account the Warrant is recorded on the
records of the Depositary (the "Participant"), and substantially in the form
included on the reverse of hereof] and (iii) the Exercise Price for each Warrant
to be exercised in lawful money of the United States of America by certified or
official bank check or by bank wire transfer in immediately available funds. If
any of (a) this Warrant Certificate [For Global Warrant Certificates: or the
Book-Entry Warrants], (b) the Election to Purchase, or (c) the Exercise Price
therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on
[Unless Warrants may be exercised on only one date: the specified Exercise Date,
the Warrants will be deemed to be received and exercised on the Business Day
next succeeding the Exercise Date. If the date specified as the Exercise Date is
not a Business Day, the Warrants will be deemed to be received and exercised on
the next succeeding day which is a Business Day. If the Warrants to be exercised
are received or deemed to be received after] the Expiration Date, the exercise
thereof will be null and void and any funds delivered to the Warrant Agent will
be returned to the holder as soon as practicable. In no event will interest
accrue on funds deposited with the Warrant Agent in respect of an exercise or
attempted exercise of Warrants. The validity of any exercise of Warrants will be
determined by the Warrant Agent in its sole discretion and such determination
will be final and binding upon the holder of the Warrants and the Company.
Neither the Warrant Agent nor the Company shall have any obligation to inform a
holder of Warrants of the invalidity of any exercise of Warrants. As used
herein, the term "Business Day" means any day which is not a Saturday or Sunday
and is not a legal holiday or a day on which banking institutions generally are
authorized or obligated by law or regulation to close in [__________].

                  Warrants may be exercised only in whole numbers of Warrants.
[Unless Warrants may be exercised on only one date: If fewer than all of the
Warrants evidenced by this Warrant Certificate are exercised, a new Warrant
Certificate for the number of Warrants remaining unexercised shall be executed
by the Company and countersigned by the Warrant Agent as provided in Section 1.2
of the Warrant Agreement, and delivered to the holder of this Warrant
Certificate at the address specified on the books of the Warrant Agent or as
otherwise specified by such registered holder.]

                  This Warrant Certificate is issued under and in accordance
with the Warrant Agreement, dated as of [___________ __, ____] (the "Warrant
Agreement"), between the Company and the Warrant Agent and is subject to the
terms and provisions contained in the Warrant Agreement, to all of which terms
and provisions the holder of this Warrant Certificate [For Global Warrant
Certificate: and the beneficial owners of the Warrants represented by this
Warrant Certificate] consent[s] by acceptance hereof. Copies of the Warrant
Agreement are on file and can be inspected at the above-mentioned office of the
Warrant Agent and at the office of the Company.

                  [If the Warrant Securities are Debt Securities: The Warrant
Securities to be issued and delivered upon the exercise of the Warrants
evidenced by this Warrant Certificate will be issued under and in accordance
with the Indenture, dated as of [_________ __, ____] (the "Indenture"), between
the Company and [name of trustee], as trustee (together with any successor or
successors as such trustee, the "Trustee"), and will be subject to the terms and
provisions contained in the Warrant Securities and in the Indenture.] [If the
Warrant Securities are Preferred Stock: The Warrant Securities to be issued and
delivered upon the exercise of the Warrants evidenced by this Warrant
Certificate will be issued in


                                      A-2
<PAGE>

accordance with the certificate of designations and the articles of
incorporation of the Company (the "Articles of Incorporation") and will be
subject to the terms and provisions contained in the certificate of designations
and the Articles of Incorporation.] The accrual of [interest] [dividends], if
any, on the Warrant Securities issued upon the valid exercise of any Warrant
will be governed by the terms of the applicable [Indenture] [certificate of
designations and the Articles of Incorporation] and such Warrant Securities.
From and after the issuance of such Warrant Securities, the former holder of the
Warrants exercised will be entitled to the benefits of the [Indenture]
[certificate of designations and the Articles of Incorporation] under which such
Warrant Securities are issued and such former holder's right to receive payments
of [principal of (and premium, if any) and interest, if any, on] [dividends and
any other amounts payable in respect of] the Warrant Securities shall be
governed by, and shall be subject to, the terms and provisions of such
[Indenture] [certificate of designations and Articles of Incorporation] and the
Warrant Securities. Copies of the [Indenture, including the form of the Warrant
Securities, are on file at the corporate trust office of the Trustee]
[certificate of designations and Articles of Incorporation are available from
the Company].

                  [If the Warrant Securities are Class A Common Stock: The
Exercise Price and the number of Warrant Securities purchasable upon the
exercise of each Warrant shall be subject to adjustment upon (i) the issuance of
a stock dividend to the holders of the outstanding shares of Warrant Securities
or a combination, subdivision or reclassification of the Warrant Securities;
(ii) the issuance of rights, warrants or options to all holders of the Warrant
Securities entitling the holders thereof to purchase Warrant Securities for an
aggregate consideration per share less than the current market price per share
of the Warrant Securities; or (iii) any distribution by the Company to the
holders of the Warrant Securities of evidences of indebtedness of the Company or
of assets (excluding cash dividends or distributions payable out of consolidated
earnings and earned surplus and dividends or distributions referred to in (i)
above); provided that no such adjustment in the number of Warrant Securities
purchasable upon exercise of the Warrants will be required until cumulative
adjustments require an adjustment of at least 1% of such number. No fractional
shares will be issued upon exercise of Warrants, but the Company will pay the
cash value of any fractional shares otherwise issuable. The adjustments to be
made under this Section 2.3 shall be determined by the Warrant Agent and such
determination shall be final and binding upon the holders of the Warrants and
the Company.]

                  [If Securities and Warrants are to be offered together: [If
Warrants are not immediately detachable: Prior to the Detachment Date,] The
Warrants represented by this Warrant Certificate may be exchanged or transferred
only together with the [title of Offered Security] (the "Offered Security") to
which the Warrants are attached, and only for the purpose of effecting, or in
conjunction with, an exchange or transfer of such Offered Security.
Additionally, [If Warrants are not immediately detachable: on or prior to the
Detachment Date,] each transfer of such Offered Security on the register of the
Offered Securities shall operate also to transfer the Warrants to which such
Offered Securities was initially attached. [If Warrants are not immediately
detachable: From and after the Detachment Date, the above provisions shall be of
no further force and effect.]] Upon due presentment for registration of transfer
or exchange of this Warrant Certificate at the corporate trust office of the
Warrant Agent, the Company shall execute, and the Warrant Agent shall
countersign and deliver, as provided in Section 1.2 of the Warrant Agreement, in
the name of the designated transferee one or more new Warrant Certificates of
any authorized denomination evidencing in the aggregate a like number of
unexercised Warrants, subject to the limitations provided in the Warrant
Agreement.

                  Neither this Warrant Certificate nor the Warrants evidenced
hereby shall entitle the holder hereof or thereof to any of the rights of a
holder of the Warrant Securities, including, without limitation, [the right to
receive the payments of principal of (and premium, if any), and interest, if
any, on Debt Securities purchasable upon such exercise or to enforce any of the
covenants in the applicable

                                      A-3
<PAGE>

Indenture] [the right to receive dividends, if any, or payments upon the
liquidation, dissolution or winding up of the Company or to exercise voting
rights, if any].

                  The Warrant Agreement and this Warrant Certificate may be
amended as provided in the Warrant Agreement including, under certain
circumstances described therein, without the consent of the holder of this
Warrant Certificate or the Warrants evidenced thereby.

                  THIS WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER
THE WARRANT AGREEMENT AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO APPLICABLE CONFLICTS OF LAW PROVISIONS).

                  This Warrant Certificate shall not be entitled to any benefit
under the Warrant Agreement or be valid or obligatory for any purpose, and no
Warrant evidenced hereby may be exercised, unless this Warrant Certificate has
been countersigned by the manual signature of the Warrant Agent.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.

Dated as of ________ __, ____

                                 FOREST CITY ENTERPRISES, INC.


                                 By:
                                    --------------------------------------------
                                 Authorized Officer



                                 [WARRANT AGENT]


                                 By:
                                    --------------------------------------------
                                 Authorized Officer





                                      A-4
<PAGE>


                                    [REVERSE]

                      INSTRUCTIONS FOR EXERCISE OF WARRANT

                  To exercise the Warrants evidenced hereby, the holder [For
Global Warrant Certificate: or Participant] must, by 5:00 P.M., New York time,
on the specified Exercise Date, deliver to the Warrant Agent at its corporate
trust department, a certified or official bank check or a wire transfer in
immediately available funds, in each case payable to the Warrant Agent at
Account No. ____, in an amount equal to the Exercise Price in full for the
Warrants exercised. In addition, the Warrant holder [For Global Warrant
Certificates: or Participant] must provide the information required below and
deliver this Warrant Certificate to the Warrant Agent at the address set forth
below [For Global Warrant Certificates: and the Book-Entry Warrants to the
Warrant Agent in its account with the Depositary designated for such purpose].
This Warrant Certificate and the Election to Purchase must be received by the
Warrant Agent by 5:00 P.M., New York time, on the specified Exercise Date.




                                      A-5
<PAGE>


                              ELECTION TO PURCHASE
                    TO BE EXECUTED IF WARRANT HOLDER DESIRES
                    TO EXERCISE THE WARRANTS EVIDENCED HEREBY

                  The undersigned hereby irrevocably elects to exercise, on
[__________, ____] (the "Exercise Date"), [_____________] Warrants, evidenced by
this Warrant Certificate, to purchase, [$_____________ principal amount]
[_________________] of the [title of Securities purchasable upon exercise of
Warrants] [If Warrants for Depositary Shares are to be offered: , each
representing a [1/__th] interest in a share of [title of securities represented
by the Depositary Shares]] (the "Warrant Securities") of Forest City
Enterprises, Inc., an Ohio corporation (the "Company"), and represents that on
or before the Exercise Date such holder has tendered payment for such Warrant
Securities by certified or official bank check or bank wire transfer in
immediately available funds to the order of the Company c/o [Name and address of
Warrant Agent], in the amount of [$_____________] in accordance with the terms
hereof. The undersigned requests that said [principal amount of] [number of]
Warrant Securities be in fully registered form, in the authorized denominations,
registered in such names and delivered, all as specified in accordance with the
instructions set forth below.

                  [Unless Warrants may be exercised on only one date: If said
[principal amount] [number] of Warrant Securities is less than all of the
Warrant Securities purchasable hereunder, the undersigned requests that a new
Warrant Certificate evidencing the remaining balance of the Warrants evidenced
hereby be issued and delivered to the holder of the Warrant Certificate unless
otherwise specified in the instructions below.]

Dated:  ______________ __, ____


                  Name
                       ---------------------------------------------------------
                          (Please Print)

                        -   -
                  (Insert Social Security or Other Identifying Number of Holder)

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

                  Address
                         -------------------------------------------------------
                         -------------------------------------------------------
                         -------------------------------------------------------


                  Signature
                           -----------------------------------------------------

                  This Warrant may only be exercised by presentation to the
Warrant Agent at one of the following locations:

By hand at:
            ----------------------------
            ----------------------------
            ----------------------------

By mail at:
            ----------------------------
            ----------------------------
            ----------------------------


                                      A-6
<PAGE>


                  The method of delivery of this Warrant Certificate is at the
option and risk of the exercising holder and the delivery of this Warrant
Certificate will be deemed to be made only when actually received by the Warrant
Agent. If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. In all cases, sufficient time should be
allowed to assure timely delivery.

                  (Instructions as to form and delivery of Warrant Securities
and/or Warrant Certificates)

                  Name in which Warrant Securities are to be registered if other
than in the name of the registered holder of this Warrant Certificate:
                                                                      ----------

                  Address to which Warrant Securities are to be mailed if other
than to the address of the registered holder of this Warrant Certificate as
shown on the books of the Warrant Agent:


                                ------------------------------------------------
                                (Street Address)



                                ------------------------------------------------
                                (City and State) (Zip Code)

                  [Except for Global Warrant Certificate:] Name in which Warrant
Certificate evidencing unexercised Warrants, if any, are to be registered if
other than in the name of the registered holder of this Warrant Certificate:

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

                  Address to which certificate representing unexercised
Warrants, if any, are to be mailed if other than to the address of the
registered holder of this Warrant Certificate as shown on the books of the
Warrant Agent:

                                ------------------------------------------------
                                (Street Address)


                                ------------------------------------------------
                                (City and State) (Zip Code)

Dated:
       ---------------------

                                ------------------------------------------------
                                Signature



                                      A-7
<PAGE>

                  ([Except for Global Warrant Certificate:] Signature must
conform in all respects to the name of the holder as specified on the face of
this Warrant Certificate.] If Warrant Securities, or a Warrant Certificate
evidencing unexercised Warrants, are to be issued in a name other than that of
the registered holder hereof or are to be delivered to an address other than the
address of such holder as shown on the books of the Warrant Agent, the above
signature must be guaranteed by a member firm of a registered national stock
exchange, a member of the National Association of Securities Dealers, Inc., a
participant in the Security Transfer Agents Medallion Program or the Stock
Exchange Medallion Program, or by a commercial bank or trust company having an
office or correspondent in the United States.)

                                SIGNATURE GUARANTEE


                                Name of Firm
                                             -----------------------------------

                                Address
                                        ----------------------------------------

                                Area Code and Number
                                                     ---------------------------


                                Authorized Signature
                                                     ---------------------------

                                Name
                                     -------------------------------------------

                                Title
                                      ------------------------------------------

Dated:
       ----------------------





                                      A-8
<PAGE>


                                   ASSIGNMENT

              (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER
                 DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)
               FOR VALUE RECEIVED _________________ HEREBY SELLS,
           ASSIGNS AND TRANSFERS UNTO ________________________________

Please print name and address
                                   ---------------------------------------------
                                   ---------------------------------------------
                                   ---------------------------------------------
                                   ---------------------------------------------


Please insert social security
or other identifying number
                                   ---------------------------------------------

                  The rights represented by the within Warrant Certificate and
does hereby irrevocably constitute and appoint ____________ Attorney, to
transfer said Warrant Certificate on the books of the Warrant Agent with full
power of substitution in the premises.

Dated:
       ----------------------


                                   ---------------------------------------------
                                    Signature


(Signature must conform in all respects to the name of the holder as specified
on the face of this Warrant Certificate and must bear a signature guarantee by a
member firm of a registered national securities exchange, a member of the
National Association of Securities Dealers, Inc., a participant in the Security
Transfer Agents Medallion Program or the Stock Exchange Medallion Program, or by
a commercial bank or trust company having an office or correspondent in the
United States)


                                    SIGNATURE GUARANTEE


                                    Name of Firm
                                                 -------------------------------

                                    Address
                                            ------------------------------------

                                    Area Code and Number
                                                         -----------------------


                                    Authorized Signature
                                                         -----------------------

                                    Name
                                         ---------------------------------------

                                    Title
                                          --------------------------------------

Dated:
       ----------------------



                                      A-9