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                                                                   Exhibit 10.45

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
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         THIS FIRST AMENDMENT MADE AND ENTERED INTO at Cleveland, Ohio effective
as of this 28th day of February, 2000, by and between FOREST CITY ENTERPRISES,
INC. the "Company" and ALBERT B. RATNER the "Employee" to an Agreement between
said parties dated May 31, 1999.

         WHEREAS, the Board of Directors of the Company have authorized the
Company to purchase a "Split Dollar" Insurance Policy on the life of the
Employee.

         NOW, THEREFORE, it is agreed that:

         1. The Employment Agreement dated May 31, 1999 is amended to provide
that the Company purchase a FIVE MILLION AND 00/100 DOLLAR ($5,000,000.00)
"Split Dollar" Insurance Policy on the life of the Employee in accordance with
the terms of a Split Dollar Insurance Agreement And Assignment Of Life Insurance
Policy As Collateral dated 26th day of June, 1996 between the Company and the
Employee.

         2. In all other respects the Employment Agreement dated May 31, 1999 is
in full force and in effect except as amended hereby.

         IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.

                                               FOREST CITY ENTERPRISES, INC.


                                               By:  Thomas G. Smith, Secretary
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                                                ALBERT B. RATNER, Employee
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