0000950152-06-009525 Sample Contracts

VOTING AGREEMENT
Voting Agreement • November 17th, 2006 • RMS LTD • Operators of nonresidential buildings • Ohio

THIS VOTING AGREEMENT (this “Agreement”) is made as of the 8th day of November, 2006 by and among FOREST CITY ENTERPRISES, INC., an Ohio corporation (“FCEI”), each of the parties listed on Schedule A hereto (each a “Forest City Principal”, and, collectively, the “Forest City Principals”) and Bruce C. Ratner, an individual (“BCR”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • November 17th, 2006 • RMS LTD • Operators of nonresidential buildings

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them a statement on Schedule 13D with respect to the Class B Common Stock, $.33 1/3 par value per share, of Forest City Enterprises, Inc. beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.

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