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.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 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: 1. Principal amount to be converted: U.S. $_______ (any integral multiple of U.S. $1,000) 2. Principal amount and denomination of Registered Securities representing unconverted principal amount to be issued: Amount: U.S. $ ___________ Denominations: U.S. $______ (any integral multiple of U.S. $1,000) ___________________________ [Signature Guaranteed]

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 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: 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: $_____________ 2. Principal amount and denomination of Securities representing unconverted principal amount to be issued: $______________ (in an $1,000 or any integral multiple of $1,000 in excess thereof, provided that the unconverted portion of such principal amount is at least $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.: 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.: 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.: 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 ownerholder: ------------------------------ (Name) 4. Title and Terms of % Debentures. Article Three, Section 301 of the Indenture is hereby supplemented and modified by inserting the following language at the end of such Section. The aggregate principal amount of % Debentures which may be authenticated and delivered under this Indenture is limited to $50,000,000, as such amount may be increased, but not by an amount in excess of $7,500,000, solely as a result of the purchase of additional % Debentures (referred to in the Underwriting Agreement as "Optional Securities") pursuant to exercise of the underwriters' over-allotment option granted by the Company under the underwriting agreement, dated ____________, 1997 (the "Underwriting Agreement"), among the Company, Xxxxxxx, Xxxxx & Co., X.X. Xxxxxx & Co., and PaineWebber Incorporated (collectively, the "Underwriters"), except for % Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other % Debentures pursuant to Section 304, 305, 306, 906, 1107, 1402 or 1503(e). The % Debentures shall be known and designated as the "___% Convertible Subordinated Debentures due ___________, 200 " of the Company. Their Stated Maturity shall be ___________, 200 , and they shall bear interest at the rate of ___% per annum, from __________, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on ____________ and ____________ in each year, commencing ____________, 1998, until the principal thereof is paid or made available for payment, and, to the fullest extent permitted by law, at the rate of ___% per annum on any overdue principal and on any overdue installment of interest. Upon receipt by the Trustee of an Officers' Certificate stating that the Underwriters have elected to purchase from the Company a specified aggregate principal amount of Optional Securities not to exceed a total of $7,500,000 for all such elections in accordance with this paragraph pursuant to the Underwriting Agreement, the Trustee shall authenticate and make available for delivery such specified aggregate principal amount of such Optional Securities to or upon a Company Request, and such specified aggregate principal amount of such Optional Securities shall be considered part of the original aggregate principal amount of the ____% Debentures. The principal of (and premium, if any) and interest on the % Debentures shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The % Debentures shall be redeemable in accordance with Article Eleven at the election of the Company, as a whole or from time to time in part, at any time on or after __________, 200 ___ at the Redemption Prices specified in the form of Security set forth herein, together with accrued interest to the Redemption Date. The % Debentures are not entitled to the benefit of any sinking fund. The % Debentures shall be subordinated in right of payment to Senior Indebtedness as provided in Article Thirteen. The % Debentures shall be convertible as provided in Article Fourteen. The % Debentures shall be subject to repurchase at the option of the Holders upon a Change of Control as provided in Article Fifteen.

Form of Conversion Notice. [If Applicable] To Forest City EnterprisesCygnus, 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 ..................................... .......................................................... ) U.S. $ __________ Dated:_______________ ___________________________________________________ Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national an eligible guarantor institution (banks, stock exchange brokerages, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 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. __________________________________________________ Signature Guaranty Fill in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered Holder. ______________________________________ __________________________________ (Name) Social Security or Other Taxpayer Identification Number ______________________________________ (Address) ______________________________________ Please print Name and Address (including zip code number) [The above conversion notice is to be modified, as appropriate, for conversion into other securities or property of the Company.] ARTICLE THREE

Form of Conversion Notice. [If Applicable] (To Forest City Enterprisesbe executed by the Holder in order to convert all or part of that certain $220,000 Convertible Promissory Note identified as the Note) DATE: ______________________________ FROM: Tangiers Investment Group, Inc.LLC Re: $220,000 Convertible Promissory Note (this "Note") originally issued by Empire Global Corp, a Delaware corporation, to Tangiers Investment Group, LLC on July 9, 2015. The undersigned owner on behalf of Tangiers Investment Group, LLC, hereby elects to convert $ ____________ of the aggregate outstanding Principal Sum (as defined in the Note) indicated below 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, Note into shares of Common Stock Stock, $0.0001 par value per share, of Empire Global Corp (the "Company"), according to the conditions hereof, as 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 date written 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 thereto and is delivering herewith such certificates and opinions as reasonably requested by the undersigned on account of interest accompanies this SecurityCompany in accordance therewith. Principal Amount No fee will be charged to be Converted (in an integral multiple of $1,000the holder for any conversion, except for such transfer taxes, if less than all): $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank or trust company or a member firm any. The undersigned represents as of a national stock exchange if shares the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the "Restricted Ownership Percentage" contained in this Note. Conversion information: _______________________________________________ Date to Effect Conversion _______________________________________________ Aggregate Principal Sum of Note Being Converted _______________________________________________ Aggregate Interest/Fees Being Converted _______________________________________________ Remaining Principal Balance _______________________________________________ Number of Shares of Common Stock are to be deliveredIssued _______________________________________________ Applicable Conversion Price Signature _______________________________________________ Name _______________________________________________ Address _______________________________________________ _______________________________________________ EXHIBIT B WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF Empire Global Corp The undersigned, or Securities being directors of Empire Global Corp, a Delaware corporation (the "Company"), acting pursuant to be issuedthe Bylaws of the Corporation, other than do hereby consent to, approve and adopt the following preamble and resolutions: Convertible Note with Tangiers Investment Group, LLC The board of directors of the Company has reviewed and authorized the following documents relating to the issuance of a Convertible Promissory Note in the amount of $220,000 with Tangiers Investment Group, LLC. The documents agreed to and in the name of the registered owner.dated July 9, 2015 are as follows:

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 Ordinary Shares 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 of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Ordinary Shares 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 ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank Dated: _________________________________________________________________________ _______________________________________ 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 If only a portion of the Securities to be issued, other than to and is registered in the name of a Person to be converted, please indicate: other than the registered owner.Holder, please print such Person's name and Principal amount to be converted: address: U.S. $__________ ___________________________________ Principal amount and denomination of Name Securities representing unconverted principal amount to be issued: ___________________________________ Address Amount U.S. $__________ (U.S. $1,000 or any integral multiple of ___________________________________ U.S. $1,000 in excess thereof, provided Social Security or other that the unconverted portion of such Identification Number, if any principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) ___________________________________ [Signature Guaranteed

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 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 EnterprisesTo: Xxxxx 0 Communications, Inc.: Inc. The undersigned 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 Common Stock of the Company Xxxxx 0 Xxxxxxxxxxxxxx, Xxx., 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 fractional shares and any Securities Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder 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 converted 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 __________________________________ delivered, and Notes if to be issued, other than to __________________________________ and in the name of the owner __________________________________ (in an integral multiple of $1,000, Please Print): Signature __________________________________ Principal amount to be converted (if less than all): (Name) ______________________________________ $..................... Dated ..................................... .......................................................... Signature(s____,000 __________________________________ ______________________________________ (Street Address) Social Security or other Taxpayer Identification Number __________________________________ (City, State and Zip Code) Signature Guarantee: __________________________________________________ Signatures must be guaranteed by a commercial bank or trust company or a member firm of a national stock exchange an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes are to be delivered, or Securities to be issued, other than to and in the name of the registered owner.holder. ASSIGNMENT FORM To assign this Note, fill in the form below:

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: 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.: 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: 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.: 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 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, other than to and provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in the name of the registered owner.excess thereof)

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.$1,000) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount Dated: ___________________________ ______________________________ Signature NOTICE: THE SIGNATURE TO THE FOREGOING NOTICE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS SECURITY IN EVERY PARTICULAR, WITHOUT ALTERATION OR ANY CHANGE WHATSOEVER. If shares or Securities are to be Converted registered in the If only a portion of the Securities is to be name of a Person other than the Holder, please converted, please indicate: print such Person's name and address: 1. Principal amount to be converted: ____________________________________________________ Name U.S.$_______ ____________________________________________________ 2. Principal amount and denomination of Address Securities representing unconverted principal amount to be issued: ____________________________________________________ Social Security or other Taxpayer Identification Amount: U.S.$_______ Number, if any Denominations: ____________________________________________________ U.S.$_______ (in an any integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... U.S.$1,000) __________________________________________________ Signature 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 owner.1934. __________________________________________________ Signature Guaranteed

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 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 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: $ ___________ 2. Principal amount and denomination of Securities representing unconverted principal amount to be issued: Amount: $___________ Denominations: $____________ ($1,000 or any integral multiple of $1,0001,000 in excess thereof, if less than all): provided that the unconverted portion of such principal amount is $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank 1,000 or trust company or a member firm any integral multiple of a national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, other than to and $1,000 in the name of the registered owner.excess thereof)

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 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.: Form of Conversion Notice (to be appended to the Security) 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 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 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 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, other than to and provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in the name of the registered owner.excess thereof)

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 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 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. $____________ (any integral multiple of U.S. $1,000, provided that the unconverted portion of such principal amount is an integral multiple of U.S. $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.1,000)](35)

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.To: CMS Energy Corporation The undersigned owner registered holder of this Security 2023 Note hereby irrevocably exercises the option to convert this Security2023 Note, or portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designateddesignated below, into for cash and shares of Common Stock of the Company CMS Energy Corporation in accordance with the terms of the Indenture referred to in this Security2023 Note, 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 2023 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 2023 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 Security2023 Note. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... Dated: __________________________________ __________________________________ Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a national major stock exchange if shares of Common Stock are to be issued, or 2023 Notes to be delivered, other than to or Securities in the name of the registered holder. __________________________________ Signature Guarantee Fill in for registration of shares if to be issueddelivered, and 2023 Notes if to be issued other than to and in the name of the registered owner.holder: _____________________________________ Principal amount to be purchased (Name) (if less than all): _____________________________________ (Street Address) $______,000 _____________________________________ (City, state and zip code) Social Security or other taxpayer number Please print name and address

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: 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.: 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. $____________

Form of Conversion Notice. [If ApplicableTo be executed only upon conversion of Warrant] To Forest City EnterprisesXXXXXXX XXXXXX HOLDINGS, Inc.: INC. The undersigned owner registered holder of the within Warrant hereby irrevocably converts such Warrant with respect to __________/1/ shares of the Class A Common Stock which such holder would be entitled to receive upon the exercise hereof, and requests that the certificates for such shares be issued in the name of, and delivered to , whose address is . Dated: _________________________________ (Signature must conform in all respects to name of holder as specified on the face of Warrant) _________________________________ (Street Address) _________________________________ (City) (State) (Zip Code) _____________________ /1/ Insert here the number of shares called for on the face of this Security hereby irrevocably exercises Warrant (or, in the option case of a partial conversion, the portion thereof as to convert which this SecurityWarrant is being converted), or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into in either case without making any adjustment for additional shares of Class A Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of this Warrant, may be delivered upon exercise. In the case of a partial conversion, a new Warrant or Warrants will be issued and delivered, representing the unconverted portion of the Warrant, to the holder surrendering the Warrant. FORM OF ASSIGNMENT [To be executed only upon transfer of Warrant] For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto the right represented by such Warrant to purchase __________/1/ shares of Class A Common Stock of XXXXXXX XXXXXX HOLDINGS, INC. to which such Warrant relates, and appoints Attorney to make such transfer on the books of XXXXXXX XXXXXX HOLDINGS, INC. maintained for such purpose, with full power of substitution in the premises. Dated: _________________________________ (Signature must conform in all respects to name of holder as specified on the face of Warrant) _________________________________ (Street Address) _________________________________ (City) (State) (Zip Code) Signed in the presence of: __________________________ __________________________ /1/ Insert here the number of shares called for on the face of this Warrant (or, in the case of a partial exercise, the portion thereof as to which this Warrant is being exercised), in either case without making any adjustment for additional shares of Class A Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of this Warrant, may be delivered upon exercise. In the case of a partial exercise, a new Warrant or Warrants will be issued and delivered, representing the unexercised portion of the Warrant, to the holder surrendering the Warrant. EXHIBIT D --------- This warrant and any shares represented by this warrant have not been registered under the Securities Act of 1933, as amended, or under applicable state securities laws and may not be transferred, sold or otherwise disposed of except pursuant to an effective registration under said act and applicable state securities laws or pursuant to an exemption from such registration. The voting of the shares of stock issuable pursuant to this warrant, and the sale, encumbrance or other disposition of such stock and this warrant are subject to the provisions of a Stockholders Agreement dated as of December 16, 1999 (the "Stockholders Agreement") to which the issuer and certain of its stockholders are party. Furthermore, such stock and this warrant may be sold or otherwise transferred only in compliance with the Stockholders Agreement. A complete and correct copy of the Stockholders Agreement may be inspected at the principal office of the issuer or obtained from the issuer without charge. XXXXXXX XXXXXX HOLDINGS, INC. Class D Common Stock Purchase Warrant No. [ ] Xxxxx, Pennsylvania December 16, 1999 THIS CERTIFIES THAT, for value received, and subject to the conditions on exercise and other provisions hereinafter set forth, [ ] or transferees permitted under the Stockholders Agreement ("Holder") is entitled to purchase from Xxxxxxx Xxxxxx Holdings, Inc., a Delaware corporation (the "Company"), under the conditions specified in this Warrant (the "Warrant"), [ ] shares (subject to adjustment as hereinafter provided) of the duly authorized, validly issued, fully paid and non-assessable Class A Common Stock, $0.01 par value per share ("Class A Common Stock"), of the Company at an initial exercise price of $167.00 per share (such exercise price, as from time to time adjusted in accordance with the terms of hereof, the Indenture referred to "Warrant Price"). Certain capitalized terms used in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check Warrant are defined 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 Section 12 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 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.: 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.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.: 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: 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.: 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.: 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.$1,000) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount Dated: ___________________________ ___________________________________ Signature NOTICE: The Signature to the foregoing Notice must correspond to the name as written upon the face of this Security in every particular, without alteration or any change whatsoever. If shares or Securities are to be Converted registered in If only a portion of the Securities is to the name of a Person other than the Holder, be converted, please indicate: please print such Person's name and address: ____________________________________ 1. Principal amount to be converted: Name U.S.$_______ ____________________________________ Address 2. Principal amount and denomination of Securities representing unconverted ____________________________________ principal amount to be issued: Social Security or other Taxpayer Identification Number, if any Amount: U.S.$_______ ____________________________________ Denominations: U.S.$_______ (in an any integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... U.S.$1,000) ____________________________________ Signature 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 owner.1934. ____________________________________ Signature Guaranteed

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: 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.To: Chesapeake Energy Corporation The undersigned owner registered holder of this Security hereby irrevocably exercises the option to convert this Security, or the portion hereof thereof (which is $1,000 principal amount or an integral a multiple thereof) below designated, into cash and, if applicable, shares of Common Stock common stock of Chesapeake Energy Corporation (or other property), as the Company case may be, in accordance with the terms of the Indenture referred to in this Security, and directs that the any cash, any shares of common stock and/or any other property that may be issuable and deliverable upon the conversion, together with any check in payment for fractional shares such conversion 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. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. 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 funds, shares and/or any other property 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 not converted are to be issued in the name of a person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest interest, if any, accompanies this Security. Principal Amount to be Converted Dated: _____________________ ______________________________ ______________________________ Signature(s) (in an integral multiple Sign exactly as your name(s) appear(s) on the other side of $1,000, if less than all): $..................... Dated ..................................... .......................................................... this Security) Signature(s) must be guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or trust company participation in the Security Transfer Agent Medallion Program (“STAMP”) or a member firm such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of a national stock exchange if 1934, as amended. ______________________________ Signature Guarantee [[NYCORP:2552346v6:4259b:11/07/05--10:59 p]] Fill in for registration of shares of Common Stock are common stock, if any, to be issued, and Securities, if any, to be delivered, or Securities to be issued, other than to and in the name of the registered owner.holder: (Name) (Street Address) (City, state and zip code) Please print name and address Principal amount to be converted (if less than all): $__________________________ Social Security or Other Taxpayer Identification Number:_____________________ [[NYCORP:2552346v6:4259b:11/07/05--10:59 p]]

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.: The undersigned owner of this Security hereby irrevocably exercises the option you want to convert this SecurityNote into Common Stock of the Company, or portion hereof check the box: [ ] To convert only part of this Note, state the Principal Amount at Maturity to be converted (which is must be $1,000 or an integral multiple thereofof $1,000): $__________________________________ If you want the stock certificate made out in another person's name, fill in the form below: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Insert other person's social security no. or tax ID no.) below designated________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Print or type other person's name, into address and zip code) Date:________________________ Signed:__________________ (Sign exactly as your name appears on the other side of this Note) Signature Guarantee:________________________________ EXHIBIT B FORM OF PURCHASE NOTICE ________________, ___ [ ], as Registrar [address] Re: Purchase of $________ Principal Amount at Maturity of Zero Coupon Convertible Senior Notes Due 2021 (the "Notes") of Beckxxx Xxxlxxx, Xxc. (the "Company") This is a Purchase Notice as defined in Section 310 of the First Supplemental Indenture, dated as of June ___, 2001 (the "Supplemental Indenture"), among the Company, Coulxxx Xxxporation, Hybritech Incorporated, and Citibank, N.A. (the "Trustee") under the Senior Indenture dated as of April 25, 2001 between the Company and the Trustee (the "Base Indenture" and, together with the Supplemental Indenture, the "Indenture"). Terms used but not defined herein shall have the meanings ascribed to them in the Indenture. Certificate No(s). of Notes: _____________________________ I intend to deliver the following aggregate Principal Amount at Maturity of Notes for purchase by the Company pursuant to Section 310(a) of the Supplemental Indenture (in multiples of $1,000): $_____________________________ I hereby agree that the Notes will be purchased as of the Purchase Date pursuant to the terms and conditions of the Notes and the Indenture. In the event that the Company elects, pursuant to Section 310(b) of the Supplemental Indenture, to pay the Purchase Price, in whole or in part, in shares of Common Stock but such portion of the Company Purchase Price is ultimately payable entirely in accordance with the terms cash because any of the Indenture referred conditions to payment of the Purchase Price 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 Common Stock is not satisfied prior 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)Purchase Date, 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.I elect: CHECK ONE BOX BELOW

Form of Conversion Notice. [If Applicable] Unless otherwise specified as contemplated by Section 3.1 for the Securities evidenced thereby, or in a supplemental indenture for the Securities evidenced thereby, conversion notices shall be in substantially the following form: To Forest City EnterprisesSigma Designs, 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): ) U.S. $..................... Dated ..................................... .......................................................... _________ Dated: ___________ Signature(s) must be guaranteed by a commercial bank or trust company or a member firm an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15. ________________________________ Signature Guaranty Fill in for registration of a national stock exchange if shares of Common Stock are and Security if to be delivered, issued otherwise than to the registered Holder. __________________________ ___________________________________ (Name) Social Security or Securities Other Taxpayer Identification Number __________________________ __________________________ Please print Name and Address (including zip code) [The above conversion notice is to be issuedmodified, as appropriate, for conversion into other than to and in the name securities or property of the registered ownerCompany.]

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 thereofof U.S.$1,000) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversionsuch shares, together with any a check in payment for any fractional shares share and any Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If this Notice is being delivered on a date after the close shares of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security Common Stock or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares Securities are to be issued registered in the name of a person Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount Dated: ___________________________ ___________________________________ Signature NOTICE: The Signature to the foregoing Notice must correspond to the name as written upon the face of this Security in every particular, without alteration or any change whatsoever. If shares or Securities are to be Converted registered in If only a portion of the Securities is to the name of a Person other than the Holder, be converted, please indicate: please print such Person's name and address: ________________________________________________ 1. Principal amount to be converted: Name U.S.$_______ ________________________________________________ Address 2. Principal amount and denomination of Securities representing unconverted ________________________________________________ principal amount to be issued: Social Security or other Taxpayer Identification Number, if any Amount: U.S.$_______ ________________________________________________ Denominations: U.S.$_______ (in an any integral multiple of $1,000, if less than all): $..................... Dated ..................................... .......................................................... U.S.$1,000) ____________________________________ Signature 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 owner.1934. ____________________________________ Signature Guaranteed

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: 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 EnterprisesTo: VISHAY INTERTECHNOLOGY, Inc.: INC. The undersigned beneficial owner of this Security 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 Common Stock of the Company Vishay Intertechnology, 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 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 converted 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 to be Converted (Dated: ------------------------------------ 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 Securities and Notes if to be issued, other than to and in the name ------------------------------------ of the beneficial owner (Please Print): Signature(s) _____________________________________ Principal amount to be converted (Name) (if less than all): _____________________________________ $____________,000 (Street Address) ____________________________________ Social Sxxxxxxx xx xxxxx Taxpayer (City, State and Zip Code) Identification Number Signature Guarantee:* -------------------------------------- * Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Notes are to be delivered, other than to and in the name of the registered owner.Holder(s). ASSIGNMENT FORM To assign this Note, fill in the form below:

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.To: Chesapeake Energy Corporation The undersigned owner registered holder of this Security hereby irrevocably exercises the option to convert this Security, or the portion hereof thereof (which is $1,000 principal amount or an integral a multiple thereof) below designated, into cash and, if applicable, shares of Common Stock common stock of Chesapeake Energy Corporation (or other property), as the Company case may be, in accordance with the terms of the Indenture referred to in this Security, and directs that the any cash, any shares of common stock and/or any other property that may be issuable and deliverable upon the conversion, together with any check in payment for fractional shares such conversion 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. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. 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 funds, shares and/or any other property 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 not converted are to be issued in the name of a person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect heretothereto. Any amount required to be paid by the undersigned on account of interest interest, if any, accompanies this Security. Principal Amount to be Converted Dated: _____________________ ______________________________ ______________________________ Signature(s) (in an integral multiple Sign exactly as your name(s) appear(s) on the other side of $1,000, if less than all): $..................... Dated ..................................... .......................................................... this Security) Signature(s) must be guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or trust company participation in the Security Transfer Agent Medallion Program (“STAMP”) or a member firm such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of a national stock exchange if 1934, as amended. ______________________________ Signature Guarantee Fill in for registration of shares of Common Stock are common stock, if any, to be issued, and Securities, if any, to be delivered, or Securities to be issued, other than to and in the name of the registered owner.holder: (Name) (Street Address) (City, state and zip code) Please print name and address Principal amount to be converted (if less than all): $__________________________ Social Security or Other Taxpayer Identification Number:_____________________

Form of Conversion Notice. [If Applicable] To Forest City EnterprisesTo: THE GAP, Inc.: INC. The undersigned beneficial owner of this Security the Senior Convertible Note hereby irrevocably exercises the option to convert this SecuritySenior Convertible Note, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of the Company The Gap, Inc. in accordance with the terms of the Indenture referred to in this SecuritySenior Convertible Note, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities Senior Convertible 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 Senior Convertible Note not converted 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 interest, Liquidated Damages and taxes accompanies this SecuritySenior Convertible Note. Principal Amount to be Converted (Dated: ______________________________________________________ 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 Securities ______________________________________________________ and Senior Convertible Notes if to be issued, other than to and in the name of the beneficial owner ______________________________________________________ (Please Print): Signature(s) __________________________________________ Principal amount to be converted (if less than all): (Name) $___,000 ___________________________________________ (Street Address) _______________________________________________________ Social Security or other Taxpayer Identification Number ___________________________________________ (City, State and Zip Code) Signature Guarantee:* _____________________________ * Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Senior Convertible Notes are to be delivered, other than to and in the name of the registered owner.holder(s). ASSIGNMENT FORM To assign this Senior Convertible Note, fill in the form below:

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 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 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: $ 2. Principal amount and denomination of Securities representing unconverted principal amount to be issued: Amount: $_________ Denominations: $______________ ($1,000 or any integral multiple of $1,0001,000 in excess thereof, if less than all): provided that the unconverted portion of such principal amount is $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank 1,000 or trust company or a member firm any integral multiple of a national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, other than to and $1,000 in the name of the registered owner.excess thereof)

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 ownerholder: ------------------------------ (Name) 4. Title and Terms of 4.50% Debentures. Article Three, Section 301 of the Indenture is hereby supplemented and modified by inserting the following language at the end of such Section. The aggregate principal amount of 4.50% Debentures which may be authenticated and delivered under this Indenture is limited to $75,000,000, as such amount may be increased, but not by an amount in excess of $11,250,000, solely as a result of the purchase of additional 4.50% Debentures (referred to in the Underwriting Agreement as "Optional Securities") pursuant to exercise of the underwriters' over-allotment option granted by the Company under the underwriting agreement, dated October 29, 1997 (the "Underwriting Agreement"), among the Company, Xxxxxxx, Xxxxx & Co., X.X. Xxxxxx & Co., and PaineWebber Incorporated (collectively, the "Underwriters"), except for 4.50% Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other 4.50% Debentures pursuant to Section 304, 305, 306, 906, 1107, 1402 or 1503(e). The 4.50% Debentures shall be known and designated as the "4.50% Convertible Subordinated Debentures due November 1, 2004" of the Company. Their Stated Maturity shall be November 1, 2004, and they shall bear interest at the rate of 4.50% per annum, from November 4, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on May 1 and November 1 in each year, commencing May 1, 1998, until the principal thereof is paid or made available for payment, and, to the fullest extent permitted by law, at the rate of 4.50% per annum on any overdue principal and on any overdue installment of interest. Upon receipt by the Trustee of an Officers' Certificate stating that the Underwriters have elected to purchase from the Company a specified aggregate principal amount of Optional Securities not to exceed a total of $11,250,000 for all such elections in accordance with this paragraph pursuant to the Underwriting Agreement, the Trustee shall authenticate and make available for delivery such specified aggregate principal amount of such Optional Securities to or upon a Company Request, and such specified aggregate principal amount of such Optional Securities shall be considered part of the original aggregate principal amount of the 4.50% Debentures. The principal of (and premium, if any) and interest on the 4.50% Debentures shall be payable at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The 4.50% Debentures shall be redeemable in accordance with Article Eleven at the election of the Company, as a whole or from time to time in part, at any time on or after November 1, 2001 at the Redemption Prices specified in the form of Security set forth herein, together with accrued interest to the Redemption Date. The 4.50% Debentures are not entitled to the benefit of any sinking fund. The 4.50% Debentures shall be subordinated in right of payment to Senior Indebtedness as provided in Article Thirteen. The 4.50% Debentures shall be convertible as provided in Article Fourteen. The 4.50% Debentures shall be subject to repurchase at the option of the Holders upon a Change of Control as provided in Article Fifteen.

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---------------- ------------------------------------- ------------------------------------- Signature (i) must be guaranteed by a commercial bank The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP) or trust company or a member firm (iv) another guarantee program acceptable to the Trustee. ------------------------------------- ------------------------------------- Signature Guarantee Fill in for registration of a national stock exchange if shares of Common Stock are and Security if to be delivered, or Securities to be issued, other issued otherwise than to and in the name of the registered owner.holder. ---------------------------- (Name) ---------------------------- (Address) Please print Name and Address (including zip code number) Social Security or other Taxpayer Identifying Number ------------------ -19- 28

Form of Conversion Notice. [If Applicable] To Forest City EnterprisesNaboxx Xxxustries, Inc.: 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, 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------------------ -------------------------------- Signature (i) must be guaranteed by a commercial bank The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP) or trust company or a member firm (iv) another guarantee program acceptable to the Trustee. -------------------------------- Signature Guarantee Fill in for registration of a national stock exchange if shares of Common Stock are and Security if to be issued otherwise than to the registered holder. ---------------------------- (Name) ---------------------------- (Address) Please print Name and Address (including zip code number) Social Security or other Taxpayer Identifying Number_________________ Section 207. Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (11) of Section 301, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time by increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or Securities delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be issued, other than accompanied by an Opinion of Counsel) with regard to and the reduction in the name principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security the Holder of such permanent global Security in registered owner.form. ARTICLE THREE

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.: 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.: 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 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 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: $ ___________ 2. Principal amount and denomination of Securities representing unconverted principal amount to be issued: Amount: $___________ Denominations: $____________ ($1,000 or any integral multiple of $1,0001,000 in excess thereof, if less than all): provided that the unconverted portion of such principal amount is $..................... Dated ..................................... .......................................................... Signature(s) must be guaranteed by a commercial bank 1,000 or trust company or a member firm any integral multiple of a national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, other than to and $1,000 in the name of the registered owner.excess thereof)

Form of Conversion Notice. [If Applicable] To Forest City Enterprises, Inc.To: TRAVELERS PROPERTY CASUALTY CORP. 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 25 or an integral multiple thereof) below designated, into shares of Class A Common Stock of the Company Travelers Property Casualty Corp. 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 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 converted 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 interest, liquidated damages, if any, and taxes accompanies this SecurityNote. Principal Amount to be Converted (Dated: ____________________________________ 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 Securities and Notes if to ____________________________________ be issued, other than to and in the name of the beneficial owner ____________________________________ (Please Print): Signature(s) Principal amount to be converted (if less than all): _______________________________________ Name $_______ _______________________________________ ____________________________________ (Street Address) Social Security or other Taxpayer Identification Number _______________________________________ (City, State and Zip Code) Signature Guarantee: _______________________________________ Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Subordinated Notes are to be delivered, other than to and in the name of the registered owner.holder(s). ASSIGNMENT FORM To assign this Note, fill in the form below:

Form of Conversion Notice. [If Applicable] To Forest City EnterprisesTo: DELTA AIR LINES, Inc.: INC. The undersigned beneficial owner of this Security 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 Common Stock of the Company Delta Air Lines, 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 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 converted 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 beneficial ___________________________________ owner (Please Print): Signature(s) ___________________________ (Name) Principal amount to be converted (if less than all): ___________________________ $___________,000 (Street Address) ___________________________________ Social Security or other Taxpayer ___________________________ Identification Number (City, State and Zip Code) Signature Guarantee:* --------------------------- * Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Notes are to be delivered, other than to and in the name of the registered owner.Holder(s). ASSIGNMENT FORM To assign this Note, fill in the form below:

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 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.: The Chubb 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 Issuer 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 Security is being delivered on a date after the close of business on a Regular Record Date record date and prior to the opening of business on the related Interest Payment Date interest payment date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date date fixed for redemption within such period), this Notice is accompanied by payment, in funds acceptable to the CompanyIssuer, of an amount equal to the interest payable on such Interest Payment Date 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 an account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all): $..................... ___________ Dated ..................................... .......................................................... ___________________ ______________________________ Signature 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 ownerholder. _______________________________ Signature Guarantee Fill in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered holder. _________________________ Social Security or other Taxpayer (Name) Identifying Number ______________ _________________________ (Address) _________________________ Please print Name and Address (including zip code number) Exhibit (Form 2) [FORM OF FACE OF ZERO COUPON SECURITY] No. $ THE CHUBB CORPORATION Zero Coupon [ ] THE CHUBB CORPORATION, a New Jersey corporation (the "Issuer"), for value received, hereby promises to pay to or registered assigns, at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, the principal sum of Dollars on , in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. The principal of this [ ] shall not bear interest, except in the case of default in payment of principal upon acceleration, redemption or maturity, and in such case the amount in default shall bear interest at the rate of % per annum (to the extent enforceable under applicable law) from the date of default in payment to the date such payment has been made or duly provided for, at said office or agency and in like coin or currency. The indebtedness evidenced by this [______] is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and this [_____] is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this [_____], by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Reference is made to the further provisions of this [ ] set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This [ ] shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to on the reverse hereof.

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.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 Enterprises15 Each 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: The undersigned owner of this Security hereby hereby: (i) 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 Ring 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 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 (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 $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 If shares or Securities are to be Converted If only a portion of the Securities is registered in the name of a Person to be converted, please indicate: other than the Holder, please print such Person's name and address: 1. Principal amount to be converted: _________________________ $___________ Name 2. Principal amount and denomination of Securities representing unconverted principal amount to be issued: _________________________ Address Amount: $________ Denominations: $________ _________________________ (in an any integral multiple of $1,000) Social Security or other Taxpayer Identification Number, if less than all): $..................... Dated ..................................... .......................................................... Signature(s) any Signature must be guaranteed by a commercial bank an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if cash or trust company or a member firm of a national stock exchange if shares of Common Stock are is to be delivered, or Securities to be issued, delivered other than to to, and in the name of of, the registered owner.Holder. [Signature Guarantee] ARTICLE THREE

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]------------ Dated_____________ -19- ----------------------------- ----------------------------- Signature (i) must be guaranteed by a commercial bank The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP) or trust company or a member firm (iv) another guarantee program acceptable to the Trustee. ----------------------------- ----------------------------- Signature Guarantee Fill in for registration of a national stock exchange if shares of Common Stock are and Security if to be delivered, or Securities to be issued, other issued otherwise than to and in the name of the registered owner.holder. ---------------------------- (Name) ---------------------------- (Address) Please print Name and Address (including zip code number) Social Security or other Taxpayer Identifying Number -----------------