exv10w16







	 	 	 	 	 



Exhibit 10.16




AMENDMENT NO. 1

TO THE

FOREST CITY ENTERPRISES, INC.

2005 DEFERRED COMPENSATION PLAN

FOR NONEMPLOYEE DIRECTORS

(As Amended And Restated Effective January 1, 2008)





     Forest City Enterprises, Inc. hereby adopts this Amendment No. 1 to the Forest City
Enterprises, Inc. 2005 Deferred Compensation Plan for Nonemployee Directors (As Amended and
Restated Effective January 1, 2008) (the “Plan”), effective as of the date this Amendment No. 1 is
executed. Words and phrases used herein with initial capital letters that are defined in the Plan
are used herein as so defined.



I.




     Article II, Section 4(i) of the Plan is hereby amended to read in its entirety as follows:




     “(i) Such Account will be credited with gains, losses, interest and other earnings based on
investment directions made by the Participant, in accordance with investment deferral
crediting options and procedures established by the Committee, which shall include
procedures for prospective investment directions with respect to Fees that are to be
deferred under the Plan. The Committee may change the investment deferral crediting options
and procedures from time to time. Unless otherwise specified by the Committee, the
investments in which a Participant’s Account may be deemed invested are (a) an interest
bearing obligation specified by the Committee from time to time and (b) Class A Common
Shares. Participants shall be permitted to reallocate the deemed investment of their
Accounts between such deemed investment options only as and to the extent determined by the
Committee. Any dividends deemed payable with respect to Class A Common Shares that are
deemed credited to a Participant’s Account shall be credited to the Participant’s Account
and shall be deemed reinvested in Class A Common Shares.”



II.




     Article II, Section 7 of the Plan is hereby amended to read in its entirety as follows:




     “7. Death of a Participant. In the event of the death of a Participant, the
remaining amount of the Participant’s Account shall be paid to the Beneficiary or
Beneficiaries designated in a writing on a form that the Committee may designate from time
to time, (the ‘Beneficiary Designation’) in accordance with the Participant’s Payment
Election, or in accordance with a special payment election filed by the Participant with the
Committee at the same time as the Participant’s Payment Election under Section 5 or 6 of
this Article is filed with the Committee that is to be operative and



 









 






override any other payment election under the Participant’s Payment Election in the event of
the death of the Participant. Any special payment election filed by a Participant
subsequent to the filing of his or her initial Payment Election under Section 5 of this
Article must meet such additional requirements as the Committee determines are appropriate
to avoid the inclusion of the amounts subject to such special payment election in the gross
income of a Participant or Beneficiary under Section 409A(a)(1) of the Code, including,
without limitation, the requirements under Section 6 of this Article. A Participant’s
Beneficiary Designation may be changed at any time prior to his or her death by the
execution and delivery of a new Beneficiary Designation. The Beneficiary Designation on
file with the Company that bears the latest date at the time of the Participant’s death
shall govern. In the absence of a Beneficiary Designation or the failure of any Beneficiary
to survive the Participant, the amount of the Participant’s Account shall be paid to the
Participant’s estate in accordance with the elections made on the Participant’s Payment
Election; provided, however, that to the extent permitted by Section 409A of
the Code, payment of the Participant’s Account under the circumstances described in this
sentence shall be made in the form of a lump sum in cash to the Participant’s estate within
90 days after the appointment of an executor or administrator. In the event of the death of
the Beneficiary or Beneficiaries after the death of a Participant, the amount of the
Participant’s Account shall be paid to the estate of the last surviving Beneficiary in
accordance with the elections made on the Participant’s Payment Election or special payment
election, as applicable; provided, however, that to the extent permitted by
Section 409A of the Code, payment of the Participant’s Account under the circumstances
described in this sentence shall be made in the form of a lump sum in cash to the
Beneficiary’s estate within 90 days after the appointment of an executor or administrator.”



     EXECUTED at Cleveland, Ohio, this 17th day of December, 2009.



	 	 	 	 	 
	 	FOREST CITY ENTERPRISES, INC.

 	 
	 	By:  	/s/ Andrew J. Passen
 	 
	 	 	Title:  	Executive Vice President of Human Resources 	 
	 	 	 	 



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