Common use of Form of Conversion Notice Clause in Contracts

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the registered owner.

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is an integral multiple of $1,000, provided that the unconverted portion of such principal amount is $1,000 or an any integral multiple of $1,000 in excess thereof) below designated, into shares American Depositary Shares ("ADSs") of Common Stock of the Company Telefonos de Mexico, S.A. de C.V. in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and such ADSs deliverable upon the on conversion, together with any a check in payment for any fractional shares ADS and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security ADSs or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued delivered to and registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of accrued interest accompanies this Security. Principal Amount Dated: _________________________________ _________________________________ ________________________________________ _________________________________ Signature Guarantee Signature(s) Fill in for registration of ADSs if to be issued, and Securities if to be delivered, other than to and in the name of the registered Holder: _______________________________________________ (Name) _______________________________________________ Address (including zip code number) SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER _______________________________________________ Portion of Security to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange _______________________________________________ Account number at The Depository Trust Company (if shares of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the registered owner.applicable): _______________________________________________

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.Citizens Utility Company: The undersigned owner Holder of this Security Debenture hereby irrevocably exercises the option to convert this SecurityDebenture (or a portion thereof, or portion hereof (which is $1,000 50.00 or an integral multiple thereof) below designated, designated below), into shares of Common Stock Series A of the Company or other securities or other property or cash in accordance with the terms of the Indenture referred to in this SecurityDebenture, and directs that the shares shares, other securities, other property or cash issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities Debentures representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required Dated: ------------------------------ Signature (for exchange only) ------------------------------ (Name) ------------------------------ (Address) ------------------------------ Please print name and address (including zip code or similar number) Fill in for registration of shares Principal Amount of Debentures or other securities and/or Debentures to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (converted in an integral if to be issued otherwise than to the multiple of $1,00050.00, if less Holder: than all): $..................... Dated ..................................... .......................................................... Signature(s: ------------------------------------- (Name) must be guaranteed by a commercial bank $ _____________________________ ------------------------------------- (Address) ------------------------------------- Please print name and address (including zip code or trust company or a member firm of a national stock exchange if shares similar number) Statement of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the registered owner.Definitions Exhibit B

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 or an integral multiple thereofof U.S.$1,000) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount Dated: ___________________________ ___________________________________ Signature NOTICE: The Signature to be Converted (the foregoing Notice must correspond to the name as written upon the face of this Security in an integral multiple of $1,000every particular, if less than all): $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank without alteration or trust company any change whatsoever. If shares or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or registered in If only a portion of the Securities is to be issued, other than to and in the name of a Person other than the registered owner.Holder, be converted, please indicate: please print such Person's name and address:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 or an integral multiple thereofof U.S.$1,000) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank Dated: ___________________ _________________________ Signature If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Registered Securities are to be delivered, or If only a portion of the Securities is to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: _________________________________ Name _________________________________ Address _________________________________ Social Security or other Taxpayer Identification Number, if any If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 or an integral multiple of $1,000 in excess thereof, provided that the unconverted portion of such principal amount is at least $1,000) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all applicable transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated:_______________ ----------------------------------- ----------------------------------- Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: Name Address Social Security or other Identification Number, if any ----------------------------------- Signature Guaranteed If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated: _______________________ ______________________________ Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: ______________________________ (Name) ______________________________ ______________________________ (Address) _______________________________________ Social Security or other Identification Number, if any _______________________________________ [Signature Guaranteed] If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated: ------------------ ---------------------------------------------------- Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: ----------------------------------- (Name) ----------------------------------- ----------------------------------- (Address) 36 ----------------------------------- Social Security or other Identification Number, if any. ----------------------------------- [Signature Guaranteed] If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.To: Masco Corporation The undersigned owner registered holder of this Security Note hereby irrevocably exercises the option to convert this SecurityNote, or portion hereof (which is $1,000 Principal Amount or an integral a multiple thereof) below designateddesignated below, into for shares of Common Stock of the Company Masco Corporation in accordance with the terms of the Indenture referred to in this SecurityNote, and directs that the shares shares, if any, issuable and deliverable upon the such conversion, together with any check in payment for fractional shares cash deliverable upon such conversion, and any Securities Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security shares or the any portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Note not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect heretothereto. Any amount required This notice shall be deemed to be paid by an irrevocable exercise of the undersigned on account of interest accompanies option to convert this SecurityNote. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated: ----------------------------------- ----------------------------------- Signature(s) must be guaranteed by a commercial bank or trust company or a member firm Fill in for registration of a national stock exchange shares if shares of Common Stock are to be delivered, or Securities and Notes if to be issued, issued other than to and in the name of the registered owner.holder: Principal Amount to be converted (if less than all): -------------------------------------------- (Name) $ ,000 -------------------------------------------- -- (Street Address) Social Security or Other -------------------------------------------- Taxpayer Number (City, state and zip code) Please print name and address

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.To: ICOS CORPORATION The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of the Company ICOS Corporation in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: Fill in for registration of shares of Common Stock and Securities if to be issued otherwise than to the registered holder. Principal Amount to be Converted converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Signature(s_________________ _________________________ Name _________________________ Address _________________________ ___________________________ (Please print name and Signature address (including zip code number)) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the registered owner.SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFYING NUMBER

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.To: XTO Energy Inc. The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock [insert class of the Company security] of XTO Energy Inc. in accordance with the terms of the Indenture referred to in this Security, and directs direct that the shares issuable and deliverable upon the conversion, together with any check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereofthereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount amount to be Converted converted (in an integral multiple multiples of $1,0001,000 or, if less than all, write "ALL"): $..................... Dated ..................................... .......................................................... Signature(s------------ Dated: _____________ Signature: ------------------------------------- (Sign exactly as name appears on the face of this Security) must be guaranteed by a commercial bank Name: ------------------------------------------ Address: --------------------------------------- --------------------------------------- Phone No.: ------------------------------------- Fill in name, address and social security or trust company or a member firm tax identification number if registration of a national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, other the securities received upon conversion is otherwise than to and in the name of the registered ownerholder of this Security or to a different address: Name: ------------------------------------------------ Address: --------------------------------------------- --------------------------------------------- Social Security No. ---------------------------------- Signature Guarantee (if securities received upon conversion are to be registered other than to the registered holder of this Security): By: ____________________________ Signature guarantor must be an eligible guarantor institution - a bank or trust company or broker or dealer which is a member of a registered exchange or the NASD.

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated:______________________ ____________________________________ Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: _______________________________________ (Name) _______________________________________ (Address) _______________________________________ Social Security or other Identification Number, if any _______________________________________ [Signature Guaranteed] If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City EnterprisesEach convertible Security shall have attached thereto, Inc.or set forth on the reverse of the Security, a notice of conversion in substantially the following form: Conversion Notice To: Parsley Energy, Inc. The undersigned owner of this Security hereby hereby: (i) irrevocably exercises the option to convert this Security, or the portion hereof (which is $1,000 or an integral multiple thereof) below designated, into for shares of Common Stock of the Company Parsley Energy, Inc. in accordance with the terms of the Indenture referred to in this Security, Security and (ii) directs that the such shares issuable and of Common Stock deliverable upon the conversion, together with any check in payment for fractional shares and any Securities Security(ies) representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued delivered registered in the name of a person Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (Dated: __________________________ ___________________________________________________ Signature Fill in an integral multiple for registration of $1,000, shares if less than all): $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if shares of Common Stock are to be delivered, or and of Securities if to be issued, other otherwise than to and in the name of the registered owner.holder. Social Security or other Taxpayer Identification Number (Name) (Please print name and address) Principal amount to be converted: (if less than all) $ ______________________________________ Signature Guarantee* * Participant in a recognized Signature Guarantee Medallion Program (or other signature acceptable to the Trustee). ARTICLE THREE

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.A Holder's conversion notice shall be substantially in the following form: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is U.S. $1,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated:____________ ________________________________________ Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: _______________________________ (Name) _______________________________ _______________________________ (Address) _______________________________ Social Security or other Identification Number, if any _______________________________ Signature Guaranteed If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City EnterprisesTo: Advanced Micro Devices, Inc.: Inc. The undersigned owner of this Security hereby hereby: (i) irrevocably exercises the option to convert this Security, or the portion hereof (which is $1,000 or an integral multiple thereof) below designated, into for shares of Common Stock of the Company Advanced Micro Devices, Inc. in accordance with the terms of the Indenture referred to in this Security, Security and (ii) directs that the such shares issuable and of Common Stock deliverable upon the conversion, together with any check in payment for fractional shares and any Securities Security(ies) representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued delivered registered in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (Dated: _________________ -------------------------------------- Signature Fill in an integral multiple for registration of $1,000, shares if less than all): $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if shares of Common Stock are to be delivered, or and of Securities if to be issued, other otherwise than to and in the name of the registered owner.holder. ----------------------------------------------------- Social Security or other Taxpayer Identifying Number ----------------------------------------------------- (Name) ----------------------------------------------------- (Street Address) ----------------------------------------------------- (City, State and Zip Code) (Please print name and address) Principal amount to be converted: (if less than all) $_____________________

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated:_____________ _____________________________________ Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: _________________________________ (Name) _________________________________ _________________________________ (Address) _________________________________ Social Security or other Identification Number, if any

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, PROVIDED that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated: ---------------- ---------------------------------------------- Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: ------------------------------------------------ (Name) ------------------------------------------------ ------------------------------------------------ (Address) ------------------------------------------------ Social Security or other Identification -33- Number, if any ------------------------------------------------ [Signature Guaranteed] If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.Scholastic Corporation: The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is [$1,000 1,000] or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of [$1,000], if less than all): $..................... Dated ..................................... ........................ .......................................................... Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the registered owner.

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.Scholastic Corporation: The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... ................... .............................................. Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the registered owner.

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE ----------------- The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is U.S. $1,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated: ---------------- -------------------------------------------- Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: ------------------------------------- (Name) ------------------------------------- ------------------------------------- (Address) ------------------------------------- Social Security or other Identification Number, if any ------------------------------------- Signature Guaranteed If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.To: Lear Corporation The undersigned owner of this Security registered holder xx xhis Note hereby irrevocably exercises the option to convert this SecurityNote, or portion hereof (which is $1,000 Principal Amount or an integral a multiple thereof) below designateddesignated below, into for shares of Common Stock of the Company Lear Corporation in accordance with the terms of the Indenture referred to referrex xx in this SecurityNote, and directs that the shares issuable and deliverable upon the such conversion, together with any check in payment for fractional shares any cash deliverable upon such conversion, and any Securities Notes representing any unconverted principal amount Principal Amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security shares or the any portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Note not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect heretothereto. Any amount required This notice shall be deemed to be paid by an irrevocable exercise of the undersigned on account of interest accompanies option to convert this SecurityNote. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated: ------------------------------------ ------------------------------------ Signature(s) must be guaranteed by a commercial bank or trust company or a member firm Fill in for registration of a national stock exchange shares if shares of Common Stock are to be delivered, or Securities and Notes if to be issued, issued other than to and in the name of the registered owner.holder: Principal Amount to be converted (if less than all): ------------------------------------ (Name) ------------------------------------ (Street Address) ------------------------------------ Social Security or (City, state, and zip code) Other Taxpayer Number ----------- Please print name and address

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated: ____________ ____________________________________________ Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: ____________________________________ (Name) ____________________________________ ____________________________________ (Address) ____________________________________ Social Security or other Identification Number, if any ____________________________________ [Signature Guaranteed] If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 or an integral multiple thereofof U.S.$1,000) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple Dated: _______________________ __________________________ Signature If shares or Registered If only a portion of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if shares of Common Stock the Securities are to be delivered, or registered Securities is to be issuedconverted, other than to and in the name of a Person other please indicate: than the registered owner.Holder, please print such Person's name and address: 1. Principal amount to be converted: _________________________ Name U.S.$___________ (any integral multiple of U.S.$1,000) _________________________ Address 2. Principal amount and denomination of Registered Securities representing unconverted principal amount to be issued: _________________________ Social Security or other Taxpayer Amount: U.S.$________ Identification Number, if any Denominations: U.S.$______ (any integral multiple of U.S.$1,000) [Signature Guaranteed] _________________________ ARTICLE THREE ARTICLE THREE

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security Debenture hereby irrevocably exercises the option to convert $_____ principal amount of this Security, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, Debenture into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, Debenture and directs that such shares be registered in the shares issuable name of and deliverable upon the conversiondelivered, together with any a check in payment for any fractional shares and any Securities representing any unconverted principal amount hereofshare, be issued and delivered to the registered holder hereof undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after The address for payment of any such check must be outside the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be convertedUnited States. If shares are to be issued registered in the name of a person Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if Dated: _________________ ________________________ Signature If shares of Common Stock are to be delivered, or Securities to be issued, other than to and registered HOLDER in the name of and delivered to a Person other than the registered owner.Holder, please print such Please print name and Person's name and address: address of Holder: ______________ ______________ Name Name ______________ ______________ Address Address ______________ ______________ ______________ ______________ Social Security or other Social Security or other Taxpayer Identification Taxpayer Identification Number, if any Number, if any Name and address (outside the United States) to where any check referred to in the first paragraph of this Conversion Notice should be mailed: ______________ Name ______________ Address ______________ Social Security or other Taxpayer Identification Number, if any -32-

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 or an integral multiple thereofof U.S.$1,000) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000Dated: ___________________________ ______________________________ Signature NOTICE: THE SIGNATURE TO THE FOREGOING NOTICE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS SECURITY IN EVERY PARTICULAR, if less than all): $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank WITHOUT ALTERATION OR ANY CHANGE WHATSOEVER. If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or registered in the If only a portion of the Securities is to be issued, name of a Person other than to the Holder, please converted, please indicate: print such Person's name and in the name of the registered owner.address:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated:________________________ ________________________________________ Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: ________________________ (Name) ________________________ ________________________ (Address) ________________________ Social Security or other Identification Number, if any ________________________ [Signature Guaranteed] If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City EnterprisesCONVERSION REQUEST To: Texas Industries, Inc.: Inc. The undersigned owner of this Security these Debentures hereby irrevocably exercises the option elects to convert this Securitythese Debentures, or the portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of the Company (the "Common Stock") in accordance with the terms of the Indenture referred (the "Indenture"), dated as of __________, 1998, between the Company and _______________, as Trustee. The undersigned owner of these Debentures hereby directs the Conversion Agent to convert such Debentures on behalf of the undersigned into Common Stock at the Conversion Price specified in this Security, and directs the Indenture. The undersigned owner of these Debentures also hereby notifies the Conversion Agent that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereofshares, should be issued in the name of and delivered to the registered holder hereof undersigned, unless a different name has been indicated in the assignment below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required Date: __________ Principal Amount of Debentures to be paid by converted ($50 or integral multiples thereof): _____________ If a name or names other than the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (undersigned, please indicate in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank the spaces below the name or trust company or a member firm of a national stock exchange if names in which the shares of Common Stock are to be delivered, or Securities to be issued, along with the address or addresses of such person or persons. ----------------------- ----------------------- ----------------------- (Sign exactly as your name appears on the other than to side of this Debenture) (for conversion only) Please print or type name and in the name of the registered owner.address, including zip code, and social security or other identifying number: ----------------------- ----------------------- ----------------------- Signature Guarantee:* -----------------------------------

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.Scholastic Corporation: The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... ........................................ Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the registered owner.

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 or an integral multiple of $1,000 in excess thereof, provided that the unconverted portion of such principal amount is $1,000 or any integral multiple of $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signatures must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated: _______________ ____________________________________ Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: ___________________________________________ (Name) ___________________________________________ ___________________________________________ (Address) ___________________________________________ Social Security or other Identification Number, if any ____________________________________ [Signature Guaranteed] If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated: ------------------- ------------------------------------------- Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: -------------------------- (Name) -------------------------- -------------------------- (Address) Social Security or other Identification Number, if any -28- ----------------------------- [Signature Guaranteed] If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.A Holder's conversion notice shall be substantially in the following form: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is U.S. $1,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated:________ ____________________________________ Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: ___________________________________ (Name) ___________________________________ ___________________________________ (Address) ___________________________________ Social Security or other Identification Number, if any

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.Scholastic Corporation: The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... ....................... ................................................. Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the registered owner.

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount Dated:_____________ ________________________________________________________ Signature(s) If shares or Securities are to be Converted registered in the name of a Person other than the Holder, please print such Person's name and address: __________________________________ (in an integral multiple of $1,000Name) __________________________________ __________________________________ (Address) __________________________________ Social Security or other Identification Number, if less than all): $..................... Dated ..................................... .......................................................... any Signature(s) must be guaranteed by a commercial bank or trust company or a member firm an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of a national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the registered owner1934.

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated: ---------------- ----------------------------------------------------- Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: ----------------------------- (Name) ----------------------------- ----------------------------- (Address) ----------------------------- -30- Social Security or other Identification Number, if any ----------------------------- [Signature Guaranteed] If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 or an integral multiple of $1,000 in excess thereof, provided that the unconverted portion of such principal amount is at least $1,000) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all applicable transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated: ____________________ ________________________________ ________________________________ Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: Name Address Social Security or other Identification Number, if any ________________________ Signature Guaranteed If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City EnterprisesEach convertible Security shall have attached thereto, Inc.or set forth on the reverse of the Security, a notice of conversion in substantially the following form: Conversion Notice To: Gulfport Energy Corporation The undersigned owner of this Security hereby hereby: (i) irrevocably exercises the option to convert this Security, or the portion hereof (which is $1,000 or an integral multiple thereof) below designated, into for shares of Common Stock of the Company Gulfport Energy Corporation in accordance with the terms of the Indenture referred to in this Security, Security and (ii) directs that the such shares issuable and of Common Stock deliverable upon the conversion, together with any check in payment for fractional shares and any Securities Security(ies) representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued delivered registered in the name of a person Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (Dated: Signature Fill in an integral multiple for registration of $1,000, shares if less than all): $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if shares of Common Stock are to be delivered, or and of Securities if to be issued, other otherwise than to and in the name of the registered ownerholder. Social Security or other Taxpayer Identification Number __________________________________ (Name) __________________________________ (Please print name and address) Principal amount to be converted: (if less than all) $_________ Signature Guarantee* * Participant in a recognized Signature Guarantee Medallion Program (or other signature acceptable to the Trustee).

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated:________________________ _________________________________________ Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: ________________________________________ (Name) ________________________________________ ________________________________________ (Address) ________________________________________ Social Security or other Identification Number, if any

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE ------------------------- The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 or an integral multiple of $1,000 in excess thereof, provided that the unconverted portion of such principal amount is $1,000 or any integral multiple of $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated:____________ ---------------------------- Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: (Name) (Address) Social Security or other Identification Number, if any [Signature Guaranteed] If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City EnterprisesEach convertible Security shall have attached thereto, Inc.or set forth on the reverse of the Security, a notice of conversion in substantially the following form: Conversion Notice To: The Xxxx Group, Inc. The undersigned owner of this Security hereby hereby: (i) irrevocably exercises the option to convert this Security, or the portion hereof (which is $1,000 or an integral multiple thereof) below designated, into for shares of Common Stock of the Company The Xxxx Group Inc. in accordance with the terms of the Indenture referred to in this Security, Security and (ii) directs that the such shares issuable and of Common Stock deliverable upon the conversion, together with any check in payment for fractional shares and any Securities Security(ies) representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued delivered registered in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (Dated _______________ _________________________________ Signature Fill in an integral multiple for registration of $1,000, shares if less than all): $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if shares of Common Stock are to be delivered, or and of Securities if to be issued, other otherwise than to and in the name of the registered ownerholder. _________________________________ Social Security or other Taxpayer Identification Number __________________________________ (Name) __________________________________ (Please print name and address) Principal amount to be converted: (if less than all) $________________________________ Signature Guarantee* __________________________________ *Participant in a recognized Signature Guarantee Medallion Program (or other signature acceptable to the Trustee).

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 or an integral multiple thereofof U.S.$1,000) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple Dated: _____________________ ____________________ If shares or Registered If only a portion of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if shares of Common Stock the Securities are to be delivered, or Securities is to be issuedconverted, other than to and registered in the name of a please indicate: Person other than the registered owner.Holder, please print such Person's name and address: 1. Principal amount to be converted: U.S.$___________ _________________________ (any integral multiple of Name U.S. $1,000)

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is an integral multiple of $1,000, provided that the unconverted portion of such principal amount is $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (Dated: _________________________ __________________________________ Fill in an integral multiple for registration of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if shares of Common Stock are if to be issued, and Securities if to be delivered, or Securities to be issued, other than to and in the name of the __________________________________ registered owner.holder. Signature(s) _________________________________ Signature(s) must be guaranteed by an (Name) Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. __________________________________ Signature Guaranteed

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.To: XXXXXXXXX TECHNOLOGIES CORPORATION The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of the Company XXXXXXXXX TECHNOLOGIES CORPORATION in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: Fill in for registration of shares of Common Stock and Securities if to be issued otherwise than to the registered holder. Principal Amount to be Converted converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Signature(s$ ----------------------- ----------------------- Name ----------------------- Address ----------------------- ----------------------- (Please print name and Signature address (including zip code number)) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the registered owner.SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFYING NUMBER

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 or an integral multiple thereofof U.S.$1,000 provided that the unconverted portion of such principal amount is an integral multiple of U.S.$1,000) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated: ________________________________ ________________________________ Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: _______________________ (Name) _______________________ _______________________ (Address) Social Security or other Identification Number, if any _______________________ [Signature Guaranteed] If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.To: Masco Corporation The undersigned owner registered holder of this Security Note hereby irrevocably exercises the option to convert this SecurityNote, or portion hereof (which is $1,000 Principal Amount or an integral a multiple thereof) below designateddesignated below, into for shares of Common Stock of the Company Masco Corporation in accordance with the terms of the Indenture referred to in this SecurityNote, and directs that the shares shares, if any, issuable and deliverable upon the such conversion, together with any check in payment for fractional shares cash deliverable upon such conversion, and any Securities Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security shares or the any portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Note not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect heretothereto. Any amount required This notice shall be deemed to be paid by an irrevocable exercise of the undersigned on account of interest accompanies option to convert this SecurityNote. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated: --------------------------------------- --------------------------------------- Signature(s) must be guaranteed by a commercial bank or trust company or a member firm Fill in for registration of a national stock exchange shares if shares of Common Stock are to be delivered, or Securities and Notes if to be issued, issued other than to and in the name of the registered owner.holder: Principal Amount to be converted (if less than all): 62 -17- -------------------------------------------- (Name) $__,000 -------------------------------------------- (Street Address) Social Security or Other -------------------------------------------- Taxpayer Number (City, state and zip code) Please print name and address 63 -18-

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.To: XTO Energy Inc. The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock [insert class of the Company security] of XTO Energy Inc. in accordance with the terms of the Indenture referred to in this Security, and directs direct that the shares issuable and deliverable upon the conversion, together with any check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereofthereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount amount to be Converted converted (in an integral multiple multiples of $1,0001,000 or, if less than all, write "ALL"): $..................... Dated ..................................... .......................................................... Signature(s________________ Dated: _____________ Signature: ---------------------------------- (Sign exactly as name appears on the face of this Security) must be guaranteed by a commercial bank Name: _______________________________________ Address: ____________________________________ Phone No.: __________________________________ Fill in name, address and social security or trust company or a member firm tax identification number if registration of a national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, other the securities received upon conversion is otherwise than to and in the name of the registered ownerholder of this Security or to a different address: Name: ___________________________________ Address: ______________________________________ Social Security No. _______________________________ Signature Guarantee (if securities received upon conversion are to be registered other than to the registered holder of this Security): By:___________________________________ Signature guarantor must be an eligible guarantor institution - a bank or trust company or broker or dealer which is a member of a registered exchange or the NASD.

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount Dated: ---------------------- ----------------------------------- Signature(s) -34- If shares or Securities are to be Converted registered in the name of a Person other than the Holder, please print such Person's name and address: ---------------------------- (in an integral multiple of $1,000Name) ---------------------------- ---------------------------- (Address) Social Security or other Identification Number, if less than all): $..................... Dated ..................................... .......................................................... any Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. ---------------------------- Signature Guaranteed If only a commercial bank or trust company or a member firm portion of a national stock exchange if shares of Common Stock are the Securities is to be deliveredconverted, or Securities to be issued, other than to and in the name of the registered owner.please indicate:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated: ______________ Signature(s) must be guaranteed by a commercial bank )________________________ If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: (Name) (Address) Social Security or other Identification Number, if any [Signature Guaranteed] If only a portion of the Securities is to be converted, please indicate: 1. Principal amount to be converted: U.S. $ ___________ 2. Principal amount and denomination of Securities representing unconverted principal amount to be issued: Amount: U.S. $___________ Denominations: U.S. $____________ (U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof)

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: Stone Energy Corporation The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, payment of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than allall [if applicable, insert the equivalent thereof in one or more foreign currencies, currency units or composite currencies]): [$..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the registered owner.]------------ Dated_____________ -19- ----------------------------- ----------------------------- Signature

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: 26 35 The undersigned owner Holder of this Security Note hereby irrevocably exercises the option to convert this SecurityNote, or any portion of the principal amount hereof (which is $1,000 or an integral multiple of $1,000 in excess thereof, PROVIDED that the unconverted portion of such principal amount is at least $1,000 or any integral multiple of $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this SecurityNote, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities Notes representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Notes are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all applicable transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this SecurityNote. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated: ------------------------ ---------------------------- Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Notes are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: Name Address Social Security or other Identification Number, if any Signature Guaranteed If only a portion of the Notes is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is an integral multiple of $1,000, provided that the unconverted portion of such principal amount is $1,000 or an any integral multiple of $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities ____% Debentures representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares ____% Debentures are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (Dated:________________________ _______________________________ Fill in an integral multiple for registration of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if _______________________________ shares of Common Stock are if to Signature(s) be issued, and ____% Debentures if to be delivered, or Securities to be issued, other than to and in the name of the registered owner.holder: ------------------------------ (Name)

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is an integral multiple of $1,000, provided that the unconverted portion of such principal amount is $1,000 or an any integral multiple of $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities 4.50% Debentures representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares 4.50% Debentures are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (Dated:________________________ _______________________________ Fill in an integral multiple for registration of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if _______________________________ shares of Common Stock are if to Signature(s) be issued, and 4.50% Debentures if to be delivered, or Securities to be issued, other than to and in the name of the registered owner.holder: ------------------------------ (Name)

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE ------------------------- The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 or an integral multiple of $1,000 in excess thereof, provided that the unconverted portion of such principal amount is $1,000 or any integral multiple of $1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated:___________ ______________________________ Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: (Name) (Address) Social Security or other Identification Number, if any [Signature Guaranteed] If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is $1,000 U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated:_____________ ________________________________________ Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person's name and address: ___________________________ (Name) ___________________________ ___________________________ (Address) ___________________________ Social Security or other Identification Number, if any ___________________________ Signature Guaranteed If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: CONVERSION NOTICE The undersigned owner Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the aggregate principal amount hereof (which is $1,000 U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such aggregate principal amount is U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted aggregate principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect heretothereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Date: ______________________________ ________________________________________ Signature(s) must be guaranteed by a commercial bank If shares or trust company or a member firm of a national stock exchange if shares of Common Stock Securities are to be delivered, or Securities to be issued, other than to and registered in the name of a Person other than the registered owner.Holder, please print such Person’s name and address: ____________________________________ (Name) ____________________________________ ____________________________________ (Address) ____________________________________ Social Security or other Identification Number, if any ____________________________________ [Signature Guaranteed] If only a portion of the Securities is to be converted, please indicate:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.To: CONVERSION AGENT The undersigned beneficial owner of this Security the Note hereby irrevocably exercises the option to convert this SecurityNote, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Class A Common Stock of the Company Polymer Group, Inc. in accordance with the terms of the Indenture referred to in this SecurityNote, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for in lieu of fractional shares and any Securities Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder beneficial owner hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security shares or the any portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Note not exchanged are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this SecurityNote. Principal Amount Dated: Fill in for registration of shares if to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange if shares of Common Stock are to be ______________________________ delivered, or Securities and Notes if to be issued, other than to and in the name of ______________________________ the registered owner.beneficial owner (Please Print): ------------------------------- Signature(s) Principal amount to be exchanged (if less than _____________________________________ all); (Name) _______________________________ _____________________________________ $__,000 (Xxxxxx Xxxxxxx) _____________________________________ _______________________________ (City, State and Zip Code) Social Security or other Taxpayer Identification Number