KIMCO REALTY CORPORATION (a Maryland corporation) Common Stock TERMS AGREEMENT Dated: August 1, 2000 To: Kimco Realty Corporation 3333 New Hyde Park Road New Hyde Park, New York 11042-0020 Attention: Chairman of the Board of Directors Dear Sirs: We understand that Kimco Realty Corporation, a Maryland corporation (the "Company"), proposes to issue and sell the number of shares of its common stock, $.01 par value per share, set forth below (the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the respective numbers of Initial Underwritten Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities (as defined in the Underwriting Agreement referred to below), at the purchase price set forth below. Number of Shares of Underwritten Underwriter Securities ----------- ---------- Merrill Lynch, Pierce, Fenner & Smith Incorporated........................... 803,845 PaineWebber Incorporated.......................... 419,225 A.G. Edwards & Sons, Inc.......................... 269,230 Edward D. Jones & Co., L.P........................ 307,700 ------------------ Total.................................. 1,800,000 ================== The Underwritten Securities shall have the following terms: Title of Securities: Common Stock, $.01 par value per share Number of Shares: 1,800,000 Public offering price per share: $42.50 Purchase price per share: $40.32 Number of Option Securities, if any, that may be purchased by the Underwriters: 270,000 Shares Delayed Delivery Contracts: Not authorized Closing date and location: August 7, 2000 Brown & Wood LLP One World Trade Center New York, New York 10048 All of the provisions contained in the Underwriting Agreement attached as Annex A hereto are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. 32 Please accept this offer no later than 7:00 P.M. (New York City time) on August 1, 2000 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED PAINEWEBBER INCORPORATED A.G. EDWARDS & SONS, INC. EDWARD D. JONES & CO., L.P. By: Merrill Lynch, Pierce, Fenner & Smith Incorporated By: /s/ John J. Marshall II ------------------------ John J. Marshall II Vice President Accepted: KIMCO REALTY CORPORATION By: /s/ Glenn G. Cohen ------------------- Glenn G. Cohen Vice President/Treasurer 33