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