Kimco Realty Corporation Common Stock Underwriting Terms Agreement with Edward D. Jones & Co., L.P.

Summary

Kimco Realty Corporation has entered into an agreement with Edward D. Jones & Co., L.P. (the Underwriter) to sell 1,500,000 shares of its common stock at a price of $46.81 per share. The public offering price is $49.27 per share. The agreement outlines the terms of the sale and incorporates additional provisions from a referenced underwriting agreement. The transaction is scheduled to close on November 19, 2001, in New York. Both parties have signed to confirm their acceptance of these terms.

EX-1.D 4 b314833_ex1d.txt Exhibit 1(d) KIMCO REALTY CORPORATION (a Maryland Corporation) TERMS AGREEMENT Dated: November 13, 2001 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 Common Stock, $.01 par value per share, set forth below (the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we offer to purchase 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: 1,500,000 Public offering price per share: $49.27 Purchase price per share: $46.81 Number of Option Securities: Not Applicable Delayed Delivery Contracts: Not Applicable Closing date and location: November 19, 2001; Latham & Watkins, New York, New York 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. -35- Please accept this offer on November 13, 2001, by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, EDWARD D. JONES & CO., L. P. By: /s/ T. William Hizar, Jr. --------------------------------- Name: T. William Hizar, Jr. Title: Principal ACCEPTED: KIMCO REALTY CORPORATION By: /s/ Glenn G. Cohen --------------------------- Name: Glenn G. Cohen Title: Vice-President and Treasurer -36-