KIMCO REALTY CORPORATION
                           (a Maryland Corporation)
                                  Common Stock

                               TERMS AGREEMENT

                                                           Dated: April 2l, 1998


To:   Kimco Realty Corporation
      3333 New Hyde Park Road
      Suite 100
      New Hyde Park, New York 11042-0020

Attention: Chairman of the Board of Directors

Dear Sirs:

        We (the "Underwriter") 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 (the "Common Stock"), set
forth below (the "Underwritten Securities"). Subject to the terms and conditions
set forth or incorporated by reference herein, we offer to purchase the Initial
Underwritten Securities (as defined in the Underwriting Agreement referred to
below) to the extent any are purchased, at the purchase price set forth below.

        The Underwritten Securities shall have the following terms:

Title of Securities: Common Stock, $.01 par value

Number of Shares: 546,075

Public offering price per share: $35.1613

Purchase price per share: $34.7950

Number of Option Securities: None

Delayed Delivery Contracts: not authorized

Closing date and location: April 24, 1998; Chapman and Cutler, 111 West Monroe
        Street, Chicigo, IL 60603

Additional Closing Conditions Pursuant to Section 5 of the Underwriting 
        Agreement referred to below: Concurrently with the execution hereof, the
        Underwriter shall have received from



        Ernst & Young, L.L.P., a letter dated such date, in form and substance
        satisfactory to the Underwriter, with respect to The Price REIT, Inc.

        All the provisions contained in the document attached as Annex A hereto
entitled "Kimco Realty Corporation--Common Stock, Warrants to Purchase Common
Stock, Preferred Stock and Depositary Shares--Underwriting Agreement" 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.

        Please accept this offer on April 21, 1998 by signing a copy of this
Terms Agreement in the space set forth below and returning the signed copy to
us.

                                        Very truly yours,

                                        A.G. EDWARDS & SONS, INC.


                                        By /s/ Richard E. McDonnell
                                          ------------------------------
                                             Name: Richard E. McDonnell
                                             Title: Managing Director

ACCEPTED:

KIMCO REALTY CORPORATION

By /s/ Michael V. Pappagallo
  -----------------------------    
  Name: Michael V. Pappagallo
  Title: Vice President -- Chief Financial Officer

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