KIMCO REALTY CORPORATION (a Maryland corporation) Common Stock TERMS AGREEMENT Dated: November 4, 1998 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 170,000 shares of its common stock (the "Common Stock") , $.01 par value per share (the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, Jefferies & Company, Inc. (the "Underwriter") offers to purchase all of the Underwritten Securities at the purchase price set forth below. The Underwritten Securities shall have the following terms: Title of Securities: Common Stock, $.01 par value per share Number of Shares: 170,000 Purchase price per share: $38.8975 Number of Option Securities: Not Applicable Delayed Delivery Contracts: Not authorized Closing date and location: November 10, 1998 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. Please accept this offer no later than 7:00 P.M. (New York City time) on November 4, 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, JEFFERIES & COMPANY, INC. By: /s/ Robert M. Werle ---------------------------- Name: Robert M. Werle Title: Managing Director Accepted: KIMCO REALTY CORPORATION By: /s/ Michael V. Pappagallo --------------------------- Name: Michael V. Pappagallo Title: VP/CFO 31