FOREST CITY ENTERPRISES, INC. 2005 DEFERRED COMPENSATION PLAN FOR EXECUTIVES

Exhibit 10.21

FOREST CITY ENTERPRISES, INC.
2005 DEFERRED COMPENSATION PLAN FOR EXECUTIVES
(As Amended and Restated Effective January 1, 2008)

          Forest City Enterprises, Inc. does hereby amend and completely restate the Forest City Enterprises, Inc. 2005 Deferred Compensation Plan For Executives on the terms and conditions hereinafter set forth, effective as of January 1, 2008. The original effective date of the Plan was January 1, 2005 and the Plan was subsequently amended and restated as of January 1, 2005. The Plan provides a select group of management or highly compensated employees with the opportunity to defer base salary, or incentive compensation payments which may be paid to such executives under any plan which the Committee (as defined below) may designate from time to time, in accordance with the provisions of the Plan.

ARTICLE I
DEFINITIONS

          For the purposes hereof, the following words and phrases shall have the meanings set forth below, unless their context clearly requires a different meaning:

          1. “Account” shall mean the bookkeeping account maintained by the Committee on behalf of each Participant pursuant to Section 4 of Article II that is credited with Base Salary or Incentive Compensation which is deferred by a Participant, and the interest on such amounts as determined in accordance with Section 4 of Article II and that is comprised of the Termination of Employment Payment Subaccount and the Specified Year Payment Subaccount to which deferred Base Salary and Incentive Compensation, respectively, are credited.

          2. “Base Salary” shall mean the annual fixed or base compensation, payable biweekly or otherwise to a Participant, including the amount of such compensation earned during the final payroll period of the year within the meaning of Treas. Reg. Section 1.409A-2(a)(3) or any successor provision.

          3. “Beneficiary” or “Beneficiaries” shall mean the person or persons, including one or more trusts, designated by a Participant in accordance with the Plan to receive payment of the remaining balance of the Participant’s Account in the event of the death of the Participant prior to receipt of the entire amount credited to the Participant’s Account.

          4. “Board” shall mean the Board of Directors of the Company.

          5. “Bonus Year” shall mean each fiscal year commencing February 1 and ending on the following January 31, commencing with the fiscal year commencing on February 1, 2008.

          6. “Calendar Year” shall mean each calendar year commencing on or after January 1, 2008.

          7. “Change in Control” shall mean that:

     (i) The Company is merged or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the securities of such corporation or person that are outstanding immediately following the consummation of such transaction is held in the aggregate by either (a) the holders of Voting Stock (as hereinafter defined) of the Company immediately prior to such transaction or (b) Permitted Holders;

     (ii) The Company sells or otherwise transfers all or substantially all of its assets to any other corporation or other legal person, and as a result of such sale or transfer less than a majority of the combined voting power of the securities of such corporation or person that are outstanding immediately following the consummation of such sale or transfer is held in the aggregate by either (a) the holders of Voting Stock (as hereinafter defined) of the Company immediately prior to such sale or transfer or (b) Permitted Holders;

     (iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report) thereto, each as promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), disclosing that any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) other than a Permitted Holder has become the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 20 percent or more of the combined voting power of the then-outstanding securities entitled to vote generally in the election of the Board (the “Voting Stock”);

     (iv) The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of the Company has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction, other than with respect to a Permitted Holder; or

     (v) If during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority of the members thereof, unless the election, or the nomination for election by the Company’s stockholders, of each member of the Board first elected during such period was approved by a vote of at least two-thirds of the members of the Board then still in office who were members of the Board at the beginning of any such period.

Notwithstanding the foregoing provisions of subsection (iii) or (iv) hereof, a “Change in Control” shall not be deemed to have occurred for purposes of the Plan, either (1) solely because the Company, a Subsidiary, or any Company-sponsored employee stock ownership plan or other employee benefit plan of the Company, files or becomes obligated to file a report or a proxy

statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of 20 percent or otherwise, or because the Company reports that a change in control of the Company has or may have occurred or will or may occur in the future by reason of such beneficial ownership or (2) solely because of a change in control of any Subsidiary by which any Participant may be employed. Notwithstanding the foregoing provisions of subsections (i-iv) hereof, if, prior to any event described in subsections (i-iv) hereof that may be instituted by any person who is not an officer or director of the Company, or prior to any disclosed proposal that may be instituted by any person who is not an officer or director of the Company that could lead to any such event, management proposes any restructuring of the Company that ultimately leads to an event described in subsections (i-iv) hereof pursuant to such management proposal, then a “Change in Control” shall not be deemed to have occurred for purposes of the Plan.

          8. “Code” shall mean the Internal Revenue Code of 1986, as amended.

          9. “Committee” shall mean the Compensation Committee of the Board or such other Committee as may be authorized by the Board to administer the Plan.

          10. “Company” shall mean Forest City Enterprises, Inc. and its successors, including, without limitation, the surviving corporation resulting from any merger or consolidation of Forest City Enterprises, Inc. with any other corporation or corporations.

          11. “Deferral Election” shall mean the Election Agreement (or portion thereof) completed by a Participant and filed with the Committee that indicates the amount of his or her Base Salary and/or Incentive Compensation that is or will be deferred under the Plan for a Deferral Period.

          12. “Deferral Period” shall mean (i) with respect to Base Salary, the Calendar Year that commences after each Election Filing Date, and (ii) with respect to Incentive Compensation, the Bonus Year that commences after each Election Filing Date.

          13. “Disability” shall have the meaning given to such term in the Company’s Long Term Disability Plan, as amended from time to time.

          14. “Election Agreement” shall mean an agreement in the form that the Committee may designate from time to time.

          15. “Election Filing Date” shall mean December 31 of the Calendar Year next preceding the first day of (i) in the case of Base Salary, the Calendar Year for which such Base Salary would otherwise be earned and (ii) in the case of Incentive Compensation, the Bonus Year for which such Incentive Compensation would otherwise be earned.

          16. “Eligible Employee” shall mean a full-time or part-time employee of an Employer who is, as determined by the Committee, a member of a “select group of management or highly compensated employees,” within the meaning of Sections 201, 301 and 401 of ERISA, and who is selected by the Committee to participate in the Plan.

          17. “Employer” shall mean the Company, a Subsidiary that has adopted the Plan, and, effective as of January 1, 2006, RMS Investment Corp. and RMS Management.

          18. “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

          19. “Fixed Installment Payment Method” shall mean the method of calculating the amount of each biweekly installment described in Section 5(ii)(c) of Article II of the Plan.

          20. “Incentive Compensation” shall mean cash incentive compensation payable pursuant to an incentive compensation plan, whether such plan is now in effect or hereafter established by the Company, which the Committee may designate from time to time.

          21. “Key Employee” shall mean a “specified employee” with respect to an Employer (or a controlled group member of an Employer) determined pursuant to procedures adopted by the Employer in compliance with Section  409A of the Code.

          22. “Moody’s Rate” shall mean, for each calendar quarter, the interest rate that is the sum of (i) the average of the Moody’s long-term corporate bond yields for A, Aa, and Aaa bonds first published for such quarter plus (ii) .50. For purposes of determining the amount of interest to be credited to an Account under Section 4 of Article II of the Plan, the Moody’s Rate shall be determined on a quarterly basis.

          23. “Participant” shall mean any Eligible Employee who has at any time made a Deferral Election in accordance with Section 2 of Article II of the Plan and who, in conjunction with his or her Beneficiary, has not received a complete distribution of the amount credited to his or her Account.

          24. “Payment Election” shall mean the Specified Year Payment Election and/or the Termination of Employment Payment Election.

          25. “Permitted Holder” shall mean (i) any of Samuel H. Miller, Albert B. Ratner, Charles A. Ratner, James A. Ratner, Ronald A. Ratner or any spouse of any of the foregoing, and any trusts for the benefit of any of the foregoing, (ii) RMS, Limited Partnership and any general partner or limited partner thereof and any person (other than a creditor) that upon the dissolution or winding up of RMS, Limited Partnership receives a distribution of capital stock of the Company, (iii) any group (as defined in Section 13(d) of the Exchange Act) of two or more persons or entities that are specified in the immediately preceding clauses (i) and (ii), and (iv) any successive recombination of the persons or groups that are specified in the immediately preceding clauses (i), (ii) and (iii).

          26. “Plan” shall mean this deferred compensation plan, which shall be known as the Forest City Enterprises, Inc. 2005 Deferred Compensation Plan For Executives. The Plan is unfunded and is maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees of an Employer.

          27. “Specified Year Payment Election” shall mean the Election Agreement (or portion thereof) completed by a Participant and filed with the Committee that indicates the form of payment of the Participant’s Base Salary and/or Incentive Compensation that is or will be deferred, subject to Section 5(v) of Article II, pursuant to a Deferral Election under the Plan until a specified year designated by the Participant. .

          28. “Specified Year Payment Subaccount” shall mean the bookkeeping account maintained by the Company pursuant to Section 4 of Article II on behalf of each Participant who makes a Specified Year Payment Election and that is credited with amounts subject to such Specified Year Payment Election.

          29. “Subsidiary” shall mean any corporation, joint venture, partnership, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest and directly or indirectly owns or controls 50 percent or more of the total combined voting or other decision-making power.

          30. “Termination of Employment” shall mean a termination of employment with an Employer that constitutes a separation from service within the meaning of Treasury Regulation Section 1.409A-1(h)(1)(ii).

          31. “Termination of Employment Payment Election” shall mean the Election Agreement (or portion thereof) completed by a Participant and filed with the Committee that indicates the form of payment of the Participant’s Base Salary and/or Incentive Compensation that is or will be deferred pursuant to a Deferral Election under the Plan until the Participant’s Termination of Employment.

          32. “Termination of Employment Payment Subaccount” shall mean the bookkeeping account maintained by the Company pursuant to Section 4 of Article II on behalf of each Participant who makes a Termination of Employment Payment Election that is credited with amounts subject to such Termination of Employment Payment Election.

          33. “Unforeseeable Emergency” shall mean a severe financial hardship to a Participant resulting from (i) an illness or accident of the Participant or Beneficiary or his or her spouse or dependent (as defined in Section 152(a) of the Code), (ii) loss of the Participant’s property due to casualty, or (iii) other similar or extraordinary circumstances arising as a result of events beyond the control of the Participant.

          34. “Variable Installment Payment Method” shall mean the method of calculating the amount of each biweekly installment described in Section 5(ii)(d) of Article II of the Plan.

ARTICLE II
ELECTION TO DEFER

          1.  Eligibility . An Eligible Employee may make an annual Deferral Election with respect to receipt of all or a specified part of his or her Base Salary for any Calendar Year or Incentive Compensation earned for any Bonus Year in accordance with Section 2 of this Article. An Eligible Employee who makes a Deferral Election must also make a Payment Election with respect to the amount deferred in accordance with Section 5 of this Article. An Eligible

Employee’s entitlement to defer shall cease with respect to the Deferral Period following the Deferral Period in which he or she ceases to be an Eligible Employee.

          2.  Deferral Elections . All Deferral Elections, once effective, shall be irrevocable, shall be made on an Election Agreement filed with the Committee and shall comply with the following requirements:

     (i) The Deferral Election shall specify the amount of Base Salary and/or Incentive Compensation that is to be deferred within the limits under Section 3 of this Article.

     (ii) The Deferral Election shall be made by, and shall be effective as of, the applicable Election Filing Date; provided , however , that to the extent permitted by Section 409A of the Code, the Company may permit Participants to make a Deferral Election with respect to Incentive Compensation that constitutes “performance-based compensation” (within the meaning of Section 409A(a)(4)(B)(iii) of the Code) at a time later than the time described earlier in this first sentence but no later than six (6) months prior to the end of the performance period with respect to which the Incentive Compensation is earned. Notwithstanding the foregoing, an employee who first becomes an Eligible Employee (A) during the course of a Calendar Year, rath