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 -2-