KIMCO REALTY CORPORATION
                            (a Maryland Corporation)
                                  Common Stock

                                 TERMS AGREEMENT

                                                        Dated: November 12, 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) set forth below, 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:  475,000
Public offering price per share:  $39.00
Purchase price per share:  $37.05
Number of Option Securities:  71,250
Delayed Delivery Contracts:  not authorized
Closing date and location:  November 18, 1998; Chapman and Cutler, 
          111 W. Monroe Street, Chicago, IL 60603



         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 November 12, 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,

                                               CIBC OPPENHEIMER CORP.

                                               By  /s/ Steven Hason
                                                   ____________________________
                                                   Name: Steven Hason
                                                   Title: Executive Director

ACCEPTED:

KIMCO REALTY CORPORATION

By  /s/ Michael V. Pappagallo
   ________________________________
     Name: Michael V. Pappagallo
     Title: Chief Financial Officer