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Exhibit 4.7
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SECOND AMENDMENT TO THE
FOREST CITY ENTERPRISES, INC.
DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
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This Second Amendment to the Forest City Enterprises, Inc.
Deferred Compensation Plan for Nonemployee Directors (the "Plan") is effective
as of March 10, 2000.
WHEREAS, Forest City Enterprises, Inc. (the "Company")
maintains the Plan, and
WHEREAS, the Company desires to amend the Plan, effective as
of March 10, 2000, as hereinafter set forth.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 1 of Article I of the Plan is hereby amended in its
entirety to read as follows:
"1. `Account' shall mean the bookkeeping
account(s) maintained by the Committee on behalf of each
Participant pursuant to Section 4 of Article II that is
credited with Fees which are deferred by a Participant, and
the gains, losses, interest and other earnings on such amounts
as determined in accordance with Section 4 of Article II."
2. Article I of the Plan is hereby amended by inserting the
following new Section immediately following Section 4 thereof:
"4A. `Class A Common Shares' shall mean the
Class A Common Shares of the Company, or any security into
which such shares may be changed, as determined by the
Committee in its sole discretion, (i) in the event of a change
in the outstanding Class A Common Shares or in the capital
structure of the Company by reason of any share dividend,
share split, reverse share split, recapitalization,
reorganization, merger, consolidation, combination, exchange
or other relevant change in the capitalization of the Company
or (ii) in the event of any change in applicable laws or any
change in circumstances which results in or would result in
any substantial dilution or enlargement of the rights of any
Participant in the Plan or which otherwise warrants equitable
adjustment because it interferes with the intended operation
of the Plan."
3. Section 4 of Article II of the Plan is hereby amended in its
entirety to read as follows:
"4. Accounts; Earnings. Fees that a
Participant elects to defer shall be treated as if they were
set aside in an Account on the date the Fees would otherwise
have been paid to the Participant.
(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
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Committee which shall, unless otherwise permitted by
the Committee, limit the number of such investment
direction changes to one (1) in any calendar year.
The Committee specifically retains the right in its
sole discretion to 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) with respect to Fees credited to his or
her Account after June 1, 2000, Class A Common
Shares. 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) By electing to defer any amount
pursuant to the Plan, each Participant shall thereby
acknowledge and agree that the Company is not and
shall not be required to make any investment in
connection with the Plan, nor is it required to
follow the Participant's investment directions in any
actual investment it may make or acquire in
connection with the Plan. Any amounts credited to a
Participant's Account with respect to which a
Participant does not provide investment direction
shall be credited with gains, losses, interest and
other earnings as if such amounts were invested in an
investment option to be selected by the Committee in
its sole discretion. Each Participant shall be 100%
vested in the entire amount credited to his or her
Account at all times."
4. Section 5(i) of Article II of the Plan is hereby amended in
its entirety to read as follows:
"(i) The amount of a Participant's Account
attributable to deferral of Fees (and gains, losses, interest
and other earnings thereon) shall be paid to the Participant
in a lump sum or in a number of annual installments (not in
excess of fifteen (15) installments) as designated by the
Participant in the Election Agreement. Distributions shall be
made in cash or in Class A Common Shares (with fractional
shares paid in cash), or any combination thereof, as elected
by the Participant, provided, however, that Class A Common
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Shares shall only be distributable with respect to that
portion of a Participant's Account that is deemed invested in
such shares at the time of distribution. The lump sum payment
or the first annual installment, as the case may be, shall be
made as soon as practicable following the end of the period of
deferral as specified in Section 3 of this Article. In the
event that the Account is paid in installments, the amount of
each installment shall be equal to the quotient obtained by
dividing the Participant's Account balance as of the date of
such installment payment by the number of installment payments
remaining to be made to or in respect of such Participant at
the time of the calculation. In the event that the Account is
paid in installments, the amount credited to the Participant's
Account remaining unpaid shall continue to be credited with
gains, losses, interest and other earnings as provided in
Section 4 of this Article."
5. Section 6 of Article II of the Plan is hereby amended by (i)
deleting the phrase "lump sum amount" where it appears in the fourth sentence
therein and substituting therefor the phrase "lump sum
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amount in cash" and (ii) deleting the phrase "lump sum" where it appears in the
fifth sentence therein and substituting therefor the phrase "lump sum amount in
cash".
6. Section 7 of Article II of the Plan is hereby amended by (i)
deleting the phrase "lump sum" where it appears therein and substituting
therefor the phrase "lump sum amount in cash".
7. Section 8 of Article II of the Plan is hereby amended by
adding the following at the end thereof:
"(iii) Amounts payable under paragraphs (i) and (ii)
of this Section 8 of Article II shall only be payable in cash,
and shall not be payable in Class A Common Shares."
8. Except as expressly amended and modified herein, the
provisions of the Plan shall remain in full force and effect.
9. Except to the extent preempted by federal law, this Amendment
shall be governed by and construed in accordance with the laws of the State of
Ohio.
EXECUTED at Cleveland, Ohio as of May 19, 2000.
FOREST CITY ENTERPRISES, INC.
By:
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Name:
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Title:
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