disabled, all of his stock options would immediately vest and become fully exercisable and, on the 30th day following his termination of employment due to death or significant disability, he would receive a lump sum payment equal to his base pay for six months.

     In Mr. Henry’s agreement, “cause” is defined as: (i) conviction of a crime involving the commission of a felony or a criminal act involving fraud, dishonesty, or moral turpitude, (ii) deliberate and continued refusal to perform his employment duties (other than excusable failures to perform) after the Company provides 30 days written notice of such failure constituting cause, (iii) fraud or embezzlement, (iv) gross misconduct or negligence in connection with our business which has a substantial adverse effect on us or (v) violation of any of our policies prohibiting harassment or discrimination in the workplace.

     If, within 60 days following a Change-in-Control, Mr. Henry is terminated without cause or resigns his employment for any reason, he would be entitled to a lump sum payment equal to the lesser of: (i) his base salary and the bonus (equal to the bonus most recently received) for the remaining term of his employment agreement, or (ii) the greatest payment which, in combination with all other payments to which he would be entitled, would not constitute an “excess parachute payment” as such term is defined in Section 280G of the Internal Revenue Code. In addition, he would continue to receive group health and welfare benefits for a period equal to the greater of (i) the remaining term of the applicable employment agreement or (ii) one year and all unvested stock options and non vested shares Mr. Henry held at the time of the Change in Control would immediately vest.

     For purposes of the Company’s Employment Agreements with Messrs. Henry, Lukes and Pappagallo, “Change-in-Control” is defined as (i) a sale of all or substantially all of our assets to a non-affiliate of Kimco or an entity in which our stockholders immediately prior to the transaction do not control more than 50% of the voting power immediately following the transaction, (ii) a sale of our voting stock that results in more than 50% of our voting stock being held by one person or group that does not include Kimco, or (iii) a merger or consolidation of Kimco into another entity in which our stockholders immediately prior to the transaction do not control more than 50% of the voting power immediately following the transaction.

Mr. Pappagallo’s Employment Agreement

     On November 3, 2008, the Company entered into an employment agreement with Michael Pappagallo (as amended by an amendment dated December 17, 2008), who will continue to serve as Chief Financial Officer. The term of Mr. Pappagallo’s employment agreement continues until April 14, 2011 with an automatic renewal term of one year. In accordance with this employment agreement, Mr. Pappagallo (i) is to receive a base salary of $700,000 per annum, which may be increased by the Board, (ii) shall be eligible to receive a bonus in such amounts, if any, as the Board, in its sole discretion shall determine and (iii) shall be eligible to receive grants of Common Stock of the Company, or options or restricted stock with respect thereto, in such amounts, if any, as the Board in its sole discretion shall determine. If Mr. Pappagallo is terminated without cause prior to a Change in Control, and subject to his execution of a waiver and release of claims, he would receive severance in an amount equal to his base salary for a period following the date of his termination of employment equal to the greater of (i) the remaining term of the applicable employment agreement or (ii) one year, payable in accordance with our standard payroll practices. All unvested stock options would become 100% vested as of the date of termination, and Mr. Pappagallo, under COBRA, would continue to receive any health benefits previously provided for by us, at no cost to him during the severance period. If the employment agreement is terminated and Mr. Pappagallo becomes employed by a competing business during the period in which he is receiving severance payments, the Company will reduce his severance payments by the amount paid by the competing business. If Mr. Pappagallo dies or is significantly disabled, all of his stock options would immediately vest and become fully exercisable and, on the 30th day following his termination of employment due to death or significant disability, he would receive a lump sum payment equal to his base pay for six months.

     In Mr. Pappagallo’s agreement, “cause” is defined as: (i) conviction of a crime involving the commission of a felony or a criminal act involving fraud, dishonesty, or moral turpitude, (ii) deliberate and continued refusal to perform his employment duties (other than excusable failures to perform) after the Company provides 30 days written notice of such failure constituting cause, (iii) fraud or embezzlement,

24

(iv) misconduct or negligence in connection with our business which has a substantial adverse effect on us, (v) violation of any of our policies prohibiting harassment or discrimination in the workplace or (vi) breach of fiduciary duty to our company.

     If, within 60 days following a Change-in-Control, Mr. Pappagallo is terminated without cause or resigns his employment for any reason, he would be entitled to a lump sum payment equal to the lesser of: (i) his base salary and the bonus (equal to the bonus most recently received) for the remaining term of his employment agreement, or (ii) the greatest payment which, in combination with all other payments to which he would be entitled, would not constitute an “excess parachute payment” as such term is defined in Section 280G of the Internal Revenue Code. In addition, he would continue to receive group health and welfare benefits for a period equal to the greater of (i) the remaining term of the applicable employment agreement or (ii) one year and all unvested stock options Mr. Pappagallo held at the time of the Change in Control would immediately vest.

Mr. Lukes’ Employment Agreement

     On August 18, 2008, the Company entered into an employment agreement with David Lukes (as amended by a letter agreement dated November 3, 2008 and an amendment dated December 17, 2008), by which Mr. Lukes will continue to serve as Executive Vice President. The term of Mr. Lukes’ employment agreement continues until August 18, 2011 and will be automatically extended for successive one-year terms. In accordance with this employment agreement, Mr. Lukes (i) is to receive a base salary of $700,000 per annum, (ii) is to receive a minimum annual bonus of $100,000, and (iii) shall be eligible to receive grants of Common Stock of the Company, or options or restricted stock with respect thereto, in such amounts, if any, as the Board in its sole discretion shall determine. The Company’s Board of Directors or Compensation Committee may increase the amounts of Mr. Lukes’ base salary and bonus.

     If Mr. Lukes is terminated without cause or resigns for good reason prior to the occurrence of a Change in Control, and subject to his execution of a waiver and release of claims, he would receive severance in an amount equal to his base salary and minimum guaranteed bonus for a period following the date of such termination of employment equal to the greater of (i) the remaining term of the applicable employment agreement or (ii) one year, payable in accordance with our standard payroll and bonus payment practices. All unvested stock options and restricted stock would become 100% vested as of the date of termination, and Mr. Lukes, under COBRA, would continue to receive any health benefits previously provided for by us, at no cost to him during the severance period. If the employment agreement is terminated and Mr. Lukes becomes employed by a competing business during the period in which he is receiving severance payments, the Company will reduce his severance payments by the amount paid by the competing business. If Mr. Lukes is terminated due to death or disability, all of his stock options and restricted stock would vest on the effective date of such termination of employment.

     In Mr. Lukes’ agreement, “cause” is defined as: (i) materially harming the Company through a material act of dishonesty in the performance of his duties, (ii) conviction of a felony or (iii) failure to perform his material duties (other than excusable failures to perform) after the Company provides 30 days written notice specifying the failure and a reasonable opportunity to cure.

     If, within 60 days following a Change-in-Control, Mr. Lukes is terminated without cause or resigns his employment for any reason, he would be entitled to a lump sum payment equal to the lesser of: (i) his base salary and the bonus (equal to the bonus most recently received) for the remaining term of his employment agreement, or (ii) the greatest payment which, in combination with all other payments to which he would be entitled, would not constitute an “excess parachute payment” as such term is defined in Section 280G of the Internal Revenue Code. In addition, all unvested stock options Mr. Lukes held at the time of the Change in Control would immediately vest.

Mr. Flynn’s Employment Agreement

     On October 15, 2007, the Company entered into an employment agreement with Mr. Flynn, which was superseded in its entirety by his consulting agreement with the Company effective January 1, 2009. Mr. Flynn’s employment provided that he would receive a minimum of $1,325,000 per annum ($700,000 base salary and $625,000 guaranteed bonus) in compensation and would be eligible to receive equity awards in the Board’s discretion. Mr. Flynn continues to be engaged in a strategic advisory capacity,

25

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which includes serving on the Company’s Investment Committee, consulting on the Company’s business projects in selected locations, and participating in periodic business unit and portfolio reviews. Pursuant to his Consulting Agreement with the Company effective January 1, 2009, Mr. Flynn will receive $250,000 each year during the term of the employment-consulting arrangement ending December 11, 2011 and shall be eligible to participate in and receive benefits under the Company’s employee benefits plan during such term in consideration for these consulting services. Mr. Flynn did not receive any severance payments in connection with his transition from full-time employment to an employee-consultant arrangement with the Company.

Mr. Friedman’s Employment Agreement and Separation Agreement

     On September 21, 2005, the Company entered into an employment agreement with Mr. Friedman, pursuant to which Mr. Friedman served as President of the Company’s development subsidiary, Kimco Developers, Inc. (“KDI”). This employment agreement was terminated by the separation and general release agreement which the Company entered into with Mr. Friedman on November 3, 2008. Mr. Friedman’s last day of employment was December 31, 2008.

     Mr. Friedman’s employment agreement entitled him to receive a base salary of $500,000 per annum. In addition, Mr. Friedman was eligible to earn a bonus based upon the calculation of KDI’s Profits, as defined in his employment agreement. Specifically, the employment agreement provided that the development subsidiary Profits that were evaluated for purposes of calculating Mr. Friedman’s guaranteed minimum bonus were calculated by the Company for each development subsidiary project that was, in whole or in part, either sold or was subject to a written contract of sale which, in the Company’s reasonable judgment, was likely to be sold, such Profit to be determined by the Company in accordance with the development subsidiary’s books and records and also in accordance with generally accepted accounting principles. The employment agreement further provided that, consistent with the Company’s past practice in the determination of Profit, the Company shall determine Profit without consideration or offset for taxes, and the Company would earn a 10% priority return on all funds contributed to a project, whether in the form of debt or equity capital. As a result, the development subsidiary Profits that were evaluated for purposes of calculating Mr. Friedman’s guaranteed minimum bonus reflect a deduction of the Company’s 10% priority return as well as amounts payable to any investment partners involved in the applicable transaction.

     Under Mr. Friedman’s employment agreement, for each twelve month period during the employment term in which KDI Profits are realized, Mr. Friedman was eligible to receive a bonus, less all required deductions (“Yearly Bonus”). The total Yearly Bonus during each twelve month period ending on December 31st was an amount equal to fifteen percent (15%) of KDI Profits or $450,000, whichever is less. The Yearly Bonus was to be paid at the end of each calendar quarter in the amount of $112,500 for the first three calendar quarters and, at the end of the fourth calendar quarter in an amount equal to the difference between $337,500 and (i) fifteen percent (15%) of KDI Profits or (ii) $450,000, whichever is less. In the event fifteen percent (15%) of KDI Profits for the twelve month period ending on December 31st was less than the $337,500 already received by Mr. Friedman during the first three calendar quarters, Mr. Friedman would reimburse to the Company the overpayment. The Yearly Bonus to be earned by Mr. Friedman was not to be in excess of $450,000 for any said twelve month period ending on December 31st, unless the Executive Compensation Committee of the Board so stated in writing. In the event of, and depending upon the reasons for, a termination of Mr. Friedman’s employment with the Company prior to the expiration of the employment agreement, (i) any non-vested options would become 100% vested as of the termination date and (ii) Mr. Friedman would receive severance in the amount equal to the base salary and bonus then in effect for the greater of the balance of the term of the employment agreement or one year.

     The Company entered into a separation and general release agreement with Jerald Friedman on November 3, 2008, and entered into a supplemental release with Mr. Friedman on January 3, 2009. The separation agreement provides for a severance payment of $625,000 (equal to fifteen months of Mr. Friedman’s base salary), to be paid by the Company over the course of fifteen months in equal weekly installments. Mr. Friedman timely elected to continue medical coverage under the Company’s group

26

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medical and dental plans in accordance with the continuation requirements of COBRA, and the Company will pay his premiums under its group medical plan for the period ending on the earlier of (i) March 31, 2010, or (ii) the date Mr. Friedman becomes eligible for medical coverage under another employer’s plan. After such period, Mr. Friedman may elect to continue to participate in the Company’s group medical and dental coverage under COBRA at his own expense for the remainder of the COBRA period. Finally, the Company caused all of Mr. Friedman’s stock options to fully vest and become exercisable on December 31, 2008. Each option will remain outstanding and exercisable until the earlier of (i) the date Mr. Friedman engages in activities “in competition” with the Company (as defined in the separation agreement) or (ii) the expiration of the original 10-year term under the applicable option separation agreement.

     Mr. Friedman affirmed that the Company does not owe him any compensation for his term of employment except for (i) any unused and accrued vacation and reimbursable expenses, which were paid out to Mr. Friedman as of his last day of employment, and (ii) the fourth installment of Mr. Friedman’s 2008 bonus, which was paid in January 2009. Mr. Friedman will continue to be covered under the Company’s directors and officer’s liability insurance for activities conducted within the scope of his employment during the term of his employment. Mr. Friedman agrees to maintain the confidentiality of the Company’s proprietary and confidential information and that he will not assist in commencing or prosecuting legal action against the Company. The separation agreement also contains a broad general mutual release by both the Company and Mr. Friedman and a mutual non-disparagement covenant.

Potential Payments upon Termination or Change in Control

     Severance Agreements. The Company does not have any separate program or agreement that pays severance or post-termination payments to its named executive officers. Each of the named executive officers (other than the Company’s chief executive officer, Mr. Milton Cooper, who does not have an employment agreement with the Company) is entitled only to such severance and post-termination payments as are specified in his respective employment agreement. Each of these employment agreements is individually negotiated and results from the consideration of specific facts and circumstances at the time each employment agreement is negotiated. Since Mr. Cooper is not a party to an employment agreement with the Company, the Company is not obligated to provide him with severance payments or payments in the event of a change-in-control.

     Please see “Additional Compensation Considerations – Employment Agreements” above for a description of the compensation and benefits which Messrs. Henry, Lukes, and Pappagallo would receive upon their termination without cause, termination due to death or disability, termination for cause, and the definitions of “cause” in their respective employment agreements.

     The following table was prepared as though each of the named executive officers had been terminated without cause on December 31, 2008. The assumptions and valuations are noted in the footnotes to the table.

										Non-Equity
										Incentive		Health &
						Stock		Option		Plan		Welfare
		Salary		Bonus		Awards		Awards		Compensation		Benefits		Total
Name		($)		($)		($)(4)		($)(2)		($)		($)(7)		($)
Milton Cooper (6)		-		-		-		-		-		-		-
Michael V. Pappagallo (1)(3)		1,604,167		-		-		-		-		39,591		1,643,758
David B. Henry (1)		1,718,750		1,375,000		1,371,000		-		-		96,288		4,561,038
David Lukes (1)		1,808,333		258,333		548,400		-		-		44,629		2,659,695
Jerald Friedman (5)		-		-		-		-		-		-		-

(1)		See Executive Compensation and Transactions with Management and Others – “Employment Agreements”.
(2)		Under employment contracts, termination without cause would result in acceleration of options. Amount was determined by subtracting the option strike price from the market price of the stock on December 31, 2008 ($18.28), multiplied by the number of shares for all unvested options as of December 31, 2008 that were in the money.

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(3)		Mr. Pappagallo’s employment agreement does not have a guaranteed bonus amount.
(4)		In accordance with Mr. Henry’s employment agreement, he is entitled to an unrestricted award of 75,000 shares of Common Stock. In accordance with Mr. Lukes’ employment agreement, he is entitled to full vesting of his 30,000 shares of restricted stock. Amounts were determined using the market price of the stock on December 31, 2008 ($18.38).
(5)		Mr. Friedman retired on December 31, 2008. Under the terms of his separation agreement with the Company, Mr. Friedman is entitled to receive $625,000 in the aggregate over 15 months and reimbursement of COBRA premiums until the earlier of March 31, 2010 or his coverage under a subsequent employer’s plan. In addition, all of Mr. Friedman’s outstanding Options vested and became exercisable on December 31, 2008.
(6)		Mr. Cooper is not a party to an employment agreement with the Company, and the Company is not obligated to provide him with severance payments.
(7)		Amounts are based on the cost of coverage during 2008.

     Mr. Flynn transitioned from full-time employment to an employee-consultant arrangement with the Company, effective January 1, 2009. The Company and Mr. Flynn have entered into a consulting agreement that provides that, in consideration for Mr. Flynn’s consulting services, the Company shall pay Mr. Flynn $250,000 per year until December 31, 2011 (for a maximum payment over the three year term of $750,000). If the consulting agreement is terminated by the Company for any reason or by Mr. Flynn due to the Company’s failure to perform any obligation under the agreement, Mr. Flynn shall be entitled to receive continued payment of the consulting fees and benefits through December 31, 2011. If Mr. Flynn dies or becomes disabled prior to December 31, 2011, he will be entitled to receive continued payment of the consulting fees and benefits for six months after his death or termination of employment in connection with such disability. If Mr. Flynn voluntarily terminates the consulting agreement prior to the end of the term, he shall not be entitled to receive any consulting payments or benefits following such termination.

     The following table was prepared as though each of the named executive officers had been terminated due to death or disability on December 31, 2008. The assumptions and valuations are noted in the footnotes to the table.

										Non-Equity
										Incentive
										Plan
		Salary		Bonus		Stock Awards		Option Awards		Compensation		Total
Name		($)(4)		($)		($)(3)		($)(2)		($)		($)
Milton Cooper (5)		-		-		-		-		-		-
Michael V. Pappagallo (1)		350,000		-		-		-		-		350,000
David B. Henry (1)		375,000		-		-		-		-		375,000
David Lukes (1)		-		-		548,400		-		-		548,400

(1)		See Executive Compensation and Transactions with Management and Others – “Employment Agreements”.
(2)		Under employment contracts, termination due to death or disability would result in acceleration of the vesting of options. Amount was determined by subtracting the option strike price from the market price of the stock on December 31, 2008 ($18.28), multiplied by the number of shares for all unvested options as of December 31, 2008 that were in the money.
(3)		Vesting of Mr. Lukes’ restricted shares would accelerate as a result of death or disability.
(4)		Represents payments that would be made to the NEO or the NEOs beneficiary if terminated due to disability or death.
(5)		Mr. Cooper is not a party to an employment agreement with the Company, and the Company is not obligated to provide him with severance payments.

     Change-in-Control. Please see “Additional Compensation Considerations – Change-in-Control” above for a description of the compensation and benefits which Messrs. Henry, Lukes, and Pappagallo would receive upon their termination following a change-in-control and the definition of “change-incontrol” in their respective employment agreements.

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     The following table was prepared as though there were a change-in-control on December 31, 2008. The assumptions and valuations are noted in the footnotes to the table.

		Salary		Bonus						Non-Equity
		Component		Component						Incentive		Health &
		of Lump-Sum		of Lump-Sum		Stock		Option		Plan		Welfare
		Payment		Payment		Awards		Awards		Compensation		Benefits		Total
Name		($)		($)		($)(4)		($)(2)		($)		($)(7)		($)(5)
Milton Cooper (6)		-		-		-		-		-		-		-
Michael V. Pappagallo (1)(3)		1,604,167		1,145,833		-		-		-		39,591		2,789,591
David B. Henry (1)		1,718,750		1,787,500		1,371,000		-		-		96,288		4,973,538
David Lukes (1)		1,808,333		258,333		548,400		-		-		-		2,615,066

(1)		See Executive Compensation and Transactions with Management and Others – “Employment Agreements”.
(2)		Under employment contracts, termination without cause would result in acceleration of the vesting of options. Amount was determined by subtracting the option strike price from the market price of the stock on December 31, 2008 ($18.28), multiplied by the number of shares for all unvested options as of December 31, 2008 that were in the money.
(3)		Mr. Pappagallo’s employment agreement does not have a guaranteed bonus amount.
(4)		In accordance with Mr. Henry’s employment agreement, he is entitled to an unrestricted award of 75,000 shares of Common Stock. In accordance with Mr. Lukes’ employment agreement, he is entitled to full vesting of his 30,000 shares of restricted stock. Amount was determined using the market price of the stock on December 31, 2008 ($18.28).
(5)		Amounts are all subject to caps pursuant to Internal Revenue Service Code Section 280G, as described above.
(6)		Mr. Cooper is not a party to an employment agreement with the Company, and the Company is not obligated to provide him with payments as a result of a change-in-control.
(7)		Amounts are based on the cost of coverage during 2008.

Equity Participation Plan

     Description of Plan. The Company maintains the Second Amended and Restated 1998 Equity Participation Plan (the “Equity Participation Plan”) for the benefit of its eligible employees, consultants, and directors. The Equity Participation Plan was established for the purpose of attracting and retaining the Company’s directors, executive officers, other employees and consultants by offering them an opportunity to own Common Stock and/or rights which will reflect the growth, development and financial success of the Company. The Equity Participation Plan provides that the Executive Compensation Committee or the Board, as applicable, may from time to time grant or issue “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code, the “Code”) and “non-qualified stock options”, that vest over time and are exercisable at the “fair market value” (as defined in the Equity Participation Plan) of the Common Stock at the date of grant. In addition, the Equity Participation Plan provides for (i) the granting of restricted stock awards that vest over time and (ii) the granting of deferred stock (“Deferred Stock”).

     The exercise price and term of each option are fixed by the Executive Compensation Committee, provided, however, that the exercise price must be at least equal to the fair market value of the Common Stock on the date of grant and the term cannot exceed 10 years; and further provided that, in the case of an incentive stock option granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of stock of the Company, a subsidiary or a parent (within the meaning of Section 424 of the Code), such exercise price must not be less than 110% of the fair market value of the Common Stock on the date of grant. Incentive stock options may be granted only within 10 years from the date of adoption of the Equity Participation Plan. The aggregate fair market value (determined at the time the option is granted) of shares with respect to which incentive stock options may be granted under the Equity Participation Plan, or any other plan of the Company or any parent or subsidiary, which stock options are exercisable for the first time during any calendar year, may not exceed $100,000. The maximum number of options that may be granted to any one individual in any calendar year shall not exceed 1,500,000, provided that the grant of the options will not cause the Company to fail to qualify as a real estate investment trust for Federal income tax purposes. An optionee may, with the consent of the Executive Compensation Committee, elect to pay for the shares to be received upon exercise of his options in cash, shares of Common Stock or any combination thereof.

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     Option Grants and Restricted Stock Awards. Pursuant to the Equity Participation Plan as currently in effect, a maximum aggregate of 47,000,000 shares of Common Stock is reserved for issuance under the Stock Option Plan (9,000,000 shares, all of which have been issued) and the Equity Participation Plan (38,000,000 shares). Options to acquire 2,903,475, 2,971,900, and 2,805,650 shares were granted during 2008, 2007 and 2006 at weighted average exercise prices of $37.29, $41.41, and $39.91 per share, respectively. The closing price of the Company’s Common Stock on the New York Stock Exchange on March 18, 2009 was $9.11. In addition, 70,918 shares, 1,175 shares, and 31,556 shares of restricted stock were issued during 2008, 2007 and 2006, respectively.

Equity Compensation Plan Information

     The following table sets forth certain information regarding the Company’s equity compensation plans as of December 31, 2008.

(c)

Number of securities

(a)

(b)

remaining available for

Number of securities to

Weighted-average

future issuance under

be issued upon exercise

exercise price of

equity compensation

of outstanding options,

outstanding options,

plans (excluding securities

warrants and rights

warrants and rights

reflected in column (a))

Plan Category

Equity compensation plans

approved by stockholders

16,263,822

$

31.58

5,031,718

Equity compensation plans not

approved by stockholders

N/A

N/A

N/A

Total

16,263,822

$

31.58

5,031,718

401(k) Plan

     The Company maintains a 401(k) retirement plan (the “401(k) Plan”) covering substantially all officers and employees of the Company. The 401(k) Plan permits participants to defer up to a maximum of 100% of their eligible compensation, which deferrals generally are matched concurrently by the Company up to a maximum of 5% of the employee’s eligible compensation or $8,500. Participants in the 401(k) Plan are not subject to federal and state income tax on salary deferral contributions or Company contributions or on the earnings thereon until such amounts are withdrawn from the 401(k) Plan. Salary reduction contributions are treated as wages subject to FICA and Medicare tax. Withdrawals from the 401(k) Plan may only be made upon termination of employment, or in connection with certain provisions of the 401(k) Plan that permit hardship withdrawals, allow in service distributions and loans, or require minimum distributions.

Compensation of Directors

     During 2008, members of the Board of Directors and Committees thereof who were not also employees of the Company (“Non-management Directors”) were entitled to receive an annual fee of $50,000. Also, during 2008, the Non-management Directors were entitled to receive $16,000 each as members of the Executive Compensation Committee and Nominating and Corporate Governance Committee. In addition, each chairman of the Executive Compensation Committee and Nominating and Corporate Governance Committee was entitled to receive an additional annual fee of $10,000. The Non-management Directors who are members of the Audit Committee also are entitled to receive an annual fee of $20,000. The chairman of the Audit Committee was entitled to an additional annual fee of $10,000. During 2008, the Lead Director received an annual fee of $10,000. In accordance with the Company’s Equity Participation Plan, the Non-management Directors may be granted awards of deferred stock (“Deferred Stock”) or restricted stock in lieu of directors’ fees. Unless otherwise provided by the Board, a

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grantee of Deferred Stock shall have no rights as a Company stockholder with respect to such Deferred Stock until such time as the Common Stock underlying the award has been issued. Employees of the Company who are also Directors are not paid any directors’ fees.

     The following table sets forth the compensation of each Non-management Director for the calendar year 2008.

Non-management Director Compensation

										Change in
										Pension
										Value and
		Fees Earned						Non-Equity		Nonqualified
		or Paid in		Stock		Option		Incentive Plan		Deferred		All Other
		Cash		Awards		Awards		Compensation		Compensation		Compensation		Total
Name		($)		($)(1)		($)(2)		($)		Earnings		($)		($)
(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)
Richard G. Dooley		-		106,000		126,600		-		-		-		232,600
Joe Grills		48,000		48,000		126,600		-		-		-		222,600
F. Patrick Hughes		48,000		48,000		126,600		-		-		-		222,600
Frank Lourenso		33,000		33,000		126,600		-		-		-		192,600
Richard Saltzman		-		66,000		126,600		-		-		-		192,600
Philip Coviello		57,333		62,329		63,300		-		-		-		182,962
Martin Kimmel (3)		-		12,500		-		-		-		-		12,500

(1)		Amounts reflect the value of deferred stock received in lieu of directors’ fees and meeting fees. As of December 31, 2008, Messrs. Dooley, Grills, Lourenso, Saltzman and Hughes were entitled to 19,179 shares, 17,330 shares, 14,103 shares, 8,775 shares, and 3,548 shares of deferred stock, respectively. Additionally, amounts reflected for Mr. Coviello represent the receipt of options to acquire 10,000 shares of Common Stock at $37.39 per share, the market price on August 6, 2008, and 1,667 shares of restricted stock with 417 shares vesting on August 6, 2009.
(2)		Amounts reflect the dollar amount, without any reduction for risk of forfeiture, recognized for financial reporting purposes for the fiscal year ended December 31, 2008, calculated in accordance with the provision of Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), Accounting for Stock-Based Compensation (“SFAS No. 123R”). The fair value of each award is estimated on the date of grant using the Black-Scholes option pricing formula. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 21 to Consolidated Financial Statements in the Company’s 2008 Form 10-K. Specifically, the number in the table above includes options granted in August 2008 valued at $6.33.
(3)		Mr. Kimmel, a Director, Chairman (Emeritus) of the Board of Directors, and founding member of the Company’s predecessor, passed away on April 16, 2008.

     During each of 2007 and 2006, the Company granted Messrs. Dooley, Grills, Hughes, Lourenso, and Saltzman options to acquire 20,000 shares each of Common Stock at $41.06, and $40.09 per share, respectively, the market prices on the dates of such option grants. During 2008, the Company granted Messrs. Dooley, Grills, Hughes, Lourenso, and Saltzman options to acquire 20,000 shares each of Common Stock at $37.39 per share, the market price on August 6, 2008, the date of such option grants. Mr. Coviello elected to receive options to acquire 10,000 shares of Common Stock at $37.39 per share, the market price on August 6, 2008, and 1,667 shares of restricted stock with 417 shares vesting on August 6, 2009. As of December 31, 2008, Messrs. Coviello, Dooley, Grills, Hughes, Lourenso, and Saltzman held options to acquire 10,000 shares, 215,000 shares, 215,000 shares, 130,626 shares, 192,500 shares and 136,250 shares, respectively; Mr. Coviello held 1,667 shares of restricted stock. See “Compensation Discussion and Analysis” for information concerning stock options granted to Mr. Cooper, Mr. Flynn and Mr. Henry. The Company intends to grant Non-management Directors options to acquire an additional 20,000 shares during 2009 at the then current market price.

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Certain Relationships and Related Transactions

     The Company reviews all relationships and transactions in which the Company and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Our current written policies and procedures for review, approval or ratification of relationships or transactions with related persons are set forth in our:

• Code of Business Conduct and Ethics;
   
• Corporate Governance Guidelines;
   
• Nominating and Corporate Governance Committee Charter; and
   
• Audit Committee Charter.

     Our Code of Business Conduct and Ethics applies to all of our directors, officers, associates and agents and contains general guidelines for conducting our business consistent with the highest standards of business ethics. Any employee who knows of or suspects a violation of this Code must immediately report the conduct to the Vice President of Human Resources, who will work directly with that employee to investigate the concern, or the employee may anonymously report the known or suspected violation via our Helpline. The Code requires that employees identify and disclose conflicts of interest, such as a significant financial interest in a company that competes with us or the acceptance of a gift from an individual or entity who might benefit or appear to benefit from the employee’s relation with the Company.

     Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee will review annually the relationships that each director has with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company), in the course of making independence determinations under the NYSE standards. Directors are expected to avoid any action, position or interest that conflicts with the interests of the Company or gives the appearance of a conflict. If an actual or potential conflict of interest develops, the director should immediately report the matter to the Chairman of the Board. Any significant conflict must be resolved, or the director should resign. If a director has a personal interest in a matter before the Board, the director will disclose the interest to the Board, excuse himself or herself from discussion on the matter and not vote on the matter. The Corporate Governance Guidelines further provide that the Board of Directors is responsible for reviewing and, where appropriate, approving major changes in and determinations under the Company’s Guidelines, Code of Business Conduct and Ethics and other Company policies. The Guidelines also provide that the Board of Directors has the responsibility to ensure that the Company’s business is conducted with the highest standards of ethical conduct and in conformity with applicable laws and regulations.

     Our Nominating and Corporate Governance Committee Charter provides that the Committee will, at least annually, review the relationships that each director has with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). In addition, the Company’s legal staff is primarily responsible for obtaining information through questionnaires and other appropriate procedures from the directors and executive officers with respect to related-person transactions and then determining whether the Company or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in the Company’s proxy statement. Pursuant to the Audit Committee’s charter and its policy regarding related-person transactions, as recorded in its minutes, the Audit Committee reviews and approves or ratifies related-person transactions that are required to be disclosed as well as all other related-person transactions identified to the Audit Committee by management or the Company’s internal audit function. In the course of its review and approval or ratification of a related-party transaction for which disclosure is required, the Audit Committee routinely considers: the nature of the related-person’s interest in the transaction; the material terms of the transaction; the importance of the transaction to the related person and to the Company and the extent to which such transaction would impair the judgment of a director or executive

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officer to act in the best interest of the Company; and any other matters deemed appropriate by the Audit Committee. All related-party transactions described in this proxy statement have been reviewed in accordance with this policy.

     Joint Ventures. Members of the Company’s management have investments in certain real estate joint ventures or limited partnerships which own and/or operate certain of the Company’s property interests. The Company receives various fees related to these ventures. Any material future transactions involving these joint ventures or partnerships is subject to the approval of a majority of disinterested directors of the Company.

     Relationship with J.P. Morgan. Mr. Frank Lourenso is an Executive Vice President of J.P. Morgan and has been a Director of the Company since December 1991. The Company utilizes general cash management services offered by J.P. Morgan and J.P. Morgan periodically provides the Company with investment banking services. J.P. Morgan was the joint arranger and participant with a consortium of 29 banks of the Company’s $1.5 billion unsecured revolving credit facility and is a participant in the Company’s $250.0 million Canadian denominated unsecured credit facility.

     Relationship with Latham & Watkins. Mr. Coviello is a retired partner of Latham & Watkins LLP and has been a Director of the Company since May 2008. Latham & Watkins provides legal services to the Company. Mr. Coviello’s retirement payments are adjusted to exclude any proportionate benefit received from the fees paid by the Company to Latham & Watkins.

     Family Relationships. Mr. Paul Dooley, Vice President of Property Tax/Insurance of the Company, is the son of Mr. Richard G. Dooley, a director of the Company. Mr. Paul Dooley received total compensation of $324,380 from the Company in fiscal year 2008, calculated in the same manner as the Summary Compensation Table. This compensation includes a cash salary in 2008 as an employee of the Company of $260,144 with the remaining balance comprised of (i) compensation cost to the Company in 2008 of equity awards recognized for financial reporting purposes over the requisite service period, calculated in accordance with the provision of SFAS No. 123R, (ii) matching contributions under the Company’s 401(k) plan, (iii) bonuses, and (iv) various benefits.

     Mr. Patrick Flynn, Director of Real Estate of the Company, is the son of Mr. Michael J. Flynn, Vice Chairman of the Board of the Company until his retirement on December 31, 2008. Mr. Patrick Flynn is also the President and a director of Blue Ridge Real Estate/Big Boulder Corporation (“Blue Ridge”), a consolidated entity in which the Company has a controlling interest. Mr. Patrick Flynn received total compensation of $621,254 from the Company, including $97,472 from Blue Ridge, in fiscal year 2008, calculated in the same manner as the Summary Compensation Table. This compensation includes a cash salary in 2008 as an employee of the Company and Blue Ridge of $300,192 with the remaining balance comprised of (i) compensation cost to the Company in 2008 of equity awards, recognized for financial reporting purposes over the requisite service period, calculated in accordance with the provision of SFAS No. 123R, (ii) matching contributions under the Company’s 401(k) plan, (iii) bonuses, and (iv) various benefits.

     Mr. Connor Flynn, Vice President, Western Region, of the Company, is also the son of Mr. Michael J. Flynn, Vice Chairman of the Board of the Company until his retirement on December 31, 2008. Mr. Connor Flynn received total compensation of $321,614 from the Company in fiscal year 2008, calculated in the same manner as the Summary Compensation Table. This compensation includes a cash salary in 2008 as an employee of the Company of $192,308 with the remaining balance comprised of (i) compensation cost to the Company in 2008 of equity awards recognized for financial reporting purposes over the requisite service period, calculated in accordance with the provision of SFAS No. 123R, (ii) matching contributions under the Company’s 401(k) plan, (iii) bonuses, and (iv) various benefits.

     Mr. Ross Cooper, Director of Acquisitions, Florida, of the Company, is the grandson of Mr. Milton Cooper, Chief Executive Officer and Chairman of the Board of Directors of the Company. Mr. Ross Cooper received total compensation of $197,565 from the Company in fiscal year 2008, calculated in the same manner as the Summary Compensation Table. This compensation includes a cash salary in 2008 as an employee of the Company of $124,712 with the remaining balance comprised

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of (i) compensation cost to the Company in 2008 of equity awards recognized for financial reporting purposes over the requisite service period, calculated in accordance with the provision of SFAS No. 123R, (ii) matching contributions under the Company’s 401(k) plan, (iii) bonuses, and (iv) various benefits.

     Transactions with Douglas Grills (“Convenience Retailing”). Mr. Douglas Grills, a co-owner of Convenience Retailing, is the son of Mr. Joe Grills, a Director of the Company. Convenience Retailing subleases real property from a partnership, in which the Company has a non-controlling ownership interest, for use as gas/service stations. The Company believes the lease terms are no less favorable than would be obtained in negotiations with an independent third party.

     Transactions with Joshua P. Friedman and Associates (“Friedman and Associates”). Mr. Joshua Friedman, a principal of Friedman and Associates, is the son of Mr. Jerald Friedman, Executive Vice President of the Company until December 31, 2008. During 2008, the Company paid legal fees of $184,594 to Friedman and Associates for services rendered primarily in connection with various real estate transactions.

     Transactions with Ripco Real Estate Corporation (“Ripco”). Ripco Real Estate Corp. was formed in 1991, employs approximately 40 professionals and serves numerous retailers, REITs and developers. Ripco’s business activities include serving as a leasing agent and representative for national and regional retailers including Target, Best Buy, Kohls and many others, providing real estate brokerage services and principal real estate investing. Mr. Todd Cooper, an officer and 50% shareholder of Ripco, is a son of Mr. Milton Cooper, Chief Executive Officer and Chairman of the Board of Directors of the Company. During 2008 the Company paid brokerage commissions of $478,330 to Ripco for services rendered primarily as leasing agent for various national tenants in shopping center properties owned by the Company. The Company believes that the brokerage commissions paid were at or below the customary rates for such leasing services. Additionally, the Company has the following joint venture investments with Ripco.

     During April 2005, the Company acquired an operating property located in Hillsborough, NJ, comprising approximately 0.1 million square feet of gross leasable area, through a newly formed joint venture in which the Company and Ripco each hold a 50% non-controlling interest. The property was acquired for approximately $4.0 million including the assumption of approximately $1.9 million of non-recourse mortgage debt encumbering the property. Subsequent to the purchase, the joint venture obtained a $3.2 million one-year term loan which bore interest at LIBOR plus 0.55%. During 2008, the term of this loan was extended to May 2009 and the interest rate was increased to LIBOR plus 1.00%. This loan is jointly and severally guaranteed by the Company and Ripco. Proceeds from this loan were used to repay the $1.9 million mortgage encumbering the property.

     During May 2005, the Company acquired a $10.2 million mortgage receivable through a newly formed joint venture in which the Company and Ripco each hold a 50% non-controlling interest. The mortgage encumbered a property located in Derby, CT, comprising approximately 0.1 million square feet of gross leasable area. During October 2005, the joint venture foreclosed on the property and obtained fee title. Subsequent to obtaining fee title, the joint venture obtained a $9.0 million term loan which bore interest at LIBOR plus 0.50%. During 2008, the term loan was increased to $11.0 million, extended to December 2009 and the interest rate was increased to LIBOR plus 3.50%. This loan is jointly and severally guaranteed by the Company and Ripco.

     During October 2005, the Company acquired, through a newly formed joint venture in which the Company and Ripco each have a 50% non-controlling interest, a parcel of land for future development located in East Northport, NY, for a purchase price of approximately $3.9 million. Partial funding for this acquisition was provided through a $3.2 million one-year term loan which bore interest at LIBOR plus 0.55%. During 2008, the term of this loan was extended to October 2009 and the interest rate was increased to LIBOR plus 1.25%. This loan is jointly and severally guaranteed by the Company and Ripco.

Audit Committee Report

     The Audit Committee of the Board of Directors of Kimco Realty Corporation (the “Audit Committee”) is responsible for providing objective oversight of Kimco Realty Corporation’s (the “Company”) financial accounting and reporting functions, system of internal control and audit process. During 2008, the Audit Committee was comprised of four directors all of whom were independent as defined under the then

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current listing standards of the New York Stock Exchange. The Audit Committee operates under a written charter adopted by the Board of Directors of the Company (the “Board of Directors”). A copy of the Audit Committee Charter, as amended, is available through the Investor Relations/Corporate Governance/ Highlights/Committee Charters section of the Company’s website located at www.kimcorealty.com.

     Management of the Company is responsible for the Company’s system of internal control and its financial reporting process. The independent registered public accountants, PricewaterhouseCoopers LLP, are responsible for performing an independent integrated audit of the Company’s consolidated financial statements and its internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and to issue a report thereon. The Audit Committee is responsible for the monitoring and oversight of these processes.

     In connection with these responsibilities, the Audit Committee met with management and the Company’s independent registered public accounting firm to review and discuss the December 31, 2008 audited consolidated financial statements and the effectiveness of the Company’s internal controls over financial reporting. The Audit Committee also discussed with the independent registered public accountants the matters required by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended by Statement on Auditing Standards No. 90 (Audit Committee Communications). The Audit Committee also received written disclosures and the letter from the independent registered public accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent registered public accountants their independence.

     Based upon the Audit Committee’s discussions with management and the independent registered public accountants and the Audit Committee’s review of the December 31, 2008 audited consolidated financial statements and the representations of management and required communications from the Company’s independent registered public accountants, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission.

AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS

F. Patrick Hughes, Chairman

Richard G. Dooley

Joe Grills

Philip Coviello

     The foregoing report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

Independent Registered Public Accountants

     PricewaterhouseCoopers LLP was engaged to perform the integrated audit of the Company’s consolidated financial statements and of its internal control over financial reporting as of December 31, 2008. There are no affiliations between the Company and PricewaterhouseCoopers LLP, its partners, associates or employees, other than as pertaining to its engagement as independent registered public accountants for the Company in previous years. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Meeting and will be given the opportunity to make a statement if they so desire and to respond to appropriate questions.

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     The following table provides information relating to the fees billed to the Company by PricewaterhouseCoopers LLP for the years ended December 31, 2008 and 2007:

		2008			2007
Audit Fees (1)		$	1,066,320		$	1,134,760
Audit-Related Fees (2)		$	-		$	230,000
Tax Fees		$	-		$	-
All Other Fees		$	1,500		$	1,500

(1)		Audit fees include all fees for services in connection with (i) the annual integrated audit of the Company’s fiscal 2008 and 2007 financial statements and internal controls over financial reporting included in its annual reports on Form 10-K, (ii) the review of the financial statements included in the Company’s quarterly reports on Form 10-Q, (iii) as applicable, the consents and comfort letters issued in connection with debt and equity offerings and filings of the Company’s shelf registration statements, current reports on Form 8-K and proxy statements during 2008 and 2007 (iv) ongoing consultations regarding accounting for new transactions and pronouncements and (v) out of pocket expenses.
(2)		Audit-Related Fees include the SEC Regulation S-X Rule 314 audits of the Selected Acquisition Properties in 2007.

     Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accountants. The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accountants. The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent registered public accountants.

     On an ongoing basis, management communicates specific projects and categories of services for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the Audit Committee approves the engagement of the independent registered public accountants. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services as compared to the approved amounts. The Audit Committee may also delegate the ability to pre-approve audit and permitted non-audit services to a subcommittee consisting of one or more members, provided that such pre-approvals are reported on at a subsequent Audit Committee meeting. All services performed for 2008 and 2007 were pre-approved by the Committee.

PROPOSAL 2
Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s
Independent Registered Public Accounting Firm

     In accordance with its charter, the Audit Committee has selected the firm of PricewaterhouseCoopers LLP, an independent registered public accounting firm, to be the Company’s auditors for the year 2009 and with the endorsement of the Board of Directors, recommends to stockholders that they ratify that appointment. PricewaterhouseCoopers LLP has been the Company’s independent registered public accountants since 1986.

Vote Required

     Assuming the presence of a quorum, the affirmative vote of a majority of the votes cast at the Meeting is required for the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. Accordingly, abstentions or broker non-votes will not affect the results of this vote.

     THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE UNANIMOUSLY RECOMMEND A VOTE FOR THIS PROPOSAL.

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Other Matters

     Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Exchange Act requires the Company’s officers and directors and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports (Forms 3, 4 and 5) of the ownership and changes in the ownership of such equity securities with the SEC and the New York Stock Exchange. Officers, directors and beneficial owners of more than ten percent of the Company’s stock are required by SEC regulation to furnish the Company with copies of all such forms which they file.

     Based solely on the Company’s review of the copies of Forms 3, 4 and 5 and amendments thereto received by it for the year ended December 31, 2008, or written representations from certain reporting persons that no such forms were required to be filed by those persons, the Company believes that during the year ended December 31, 2008, all such filings under Section 16(a) of the Exchange Act were filed on a timely basis by its officers, directors, beneficial owners of more than ten percent of the Company’s stock and other persons subject to Section 16(a) of the Exchange Act.

     Reference should be made to the Company’s annual report on Form 10-K for the year ended December 31, 2008 and the Company’s Annual Report delivered together with this Proxy Statement, such documents incorporated herein by reference, for financial information and related disclosures required to be included herein.

     Stockholder Nominees for Director and Other Stockholder Proposals. Stockholders interested in presenting a proposal for inclusion in the Proxy Statement for the 2010 Annual Meeting of Stockholders may do so by following the procedures in Rule 14a-8 under the Exchange Act. To be eligible for inclusion, stockholder proposals must be received by Company at its principal executive offices no later than 120 days prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. Under our current Bylaws, nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders at our 2010 Annual Meeting, but not included in Company’s proxy statement, may be made by a stockholder of record at the time of giving notice and at the time of the Annual Meeting who delivers notice along with the additional information and materials required by our current bylaws to our Secretary at the principal executive office of the Company not earlier than 150 days and not later than 120 days prior to the first anniversary of the date of the proxy statement for the 2009 Annual Meeting. In order for a nomination to be considered, the notice must include the information as to such nominee and submitting stockholder that would be required to be included in a proxy statement under the proxy rules of the SEC if such stockholder were to solicit proxies from all stockholders of the Company for the election of such nominee as a director and if such solicitation were one to which Regulation 14A under the Exchange Act applied. In addition, proponents must provide all of the information required by our current bylaws. We also may require any proposed nominee to furnish such other information as may be reasonably required to determine whether the proposed nominee is eligible to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the nominee’s independence or lack thereof. You can obtain a copy of the full text of the bylaw provision noted above by writing to our Secretary at our address listed on the cover of this Proxy Statement. Our current bylaws were filed with the SEC as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2008.

     Code of Business Conduct and Ethics. The Board of Directors has adopted a written Code of Ethics for the Company that applies to all directors and employees. A copy of the Company’s Code of Ethics is available through the Investor Relations/Corporate Governance/Highlights/ Governance Documents section of the Company’s website located at www.kimcorealty.com and is available in print to any stockholder who requests it.

     Corporate Governance Guidelines. The Board of Directors has adopted written Corporate Governance Guidelines in accordance with the New York Stock Exchange listing requirements. A copy of the Company’s Corporate Governance Guidelines is available through the Investor Relations/ Corporate Governance/Highlights/Governance Documents section of the Company’s website located at www.kimcorealty.com and is available in print to any stockholder who requests it.

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     Documents Incorporated by Reference. This Proxy Statement incorporates documents by reference which are not presented herein or delivered herewith. These documents (except for certain exhibits to such documents, unless such exhibits are specifically incorporated herein) are available upon request without charge. Requests may be oral or written and should be directed to the attention of the Secretary of the Company at the principal executive offices of the Company. In addition, within the Investor Relations section of the Company’s website located at www.kimcorealty.com, you can obtain, free of charge, a copy of the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, as soon as reasonably practicable after we file such material electronically with, or furnish it to, the SEC.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the date of the Meeting shall be deemed incorporated by reference into this Proxy Statement and shall be deemed a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Proxy Statement to the extent that a statement contained herein (or subsequently filed document which is also incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part of this Proxy Statement, except as so modified or superseded.

     Other Business. All shares represented by the accompanying proxy will be voted in accordance with the proxy. The Company knows of no other business which will come before the Meeting for action. However, as to any such business, the persons designated as proxies will have authority to act in their discretion.

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3333 NEW HYDE PARK ROAD STE 100 NEW HYDE PARK, NY 11042

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on 5/11/09. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on 5/11/09. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	M11412		KEEP THIS PORTION FOR YOUR RECORDS
			DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

KIMCO REALTY CORPORATION
	The Board Recommends a vote "For" elections of the following nominees
	DIRECTORS
	1-	DIRECTORS RECOMMEND: A VOTE FOR ELECTION OF THE FOLLOWING NOMINEES
		01 -	M. Cooper	05 -	F. P. Hughes
		02 -	R. Dooley	06 -	F. Lourenso
		03 -	J. Grills	07 -	R. Saltzman
		04 -	D. Henry	08 -	P. Coviello

For All	Withhold All	For All Except		To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
o	o	o

					The Board Recommends
					ê
	PROPOSAL(S)				For	Against	Abstain
	2-	DIRECTORS RECOMMEND: A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.			o	o	o
	3-	TO VOTE AND OTHERWISE REPRESENT THE UNDERSIGNED ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

	For address changes and/or comments, please check this box and write them on the back where indicated.			o
		Yes	No
	Please indicate if you plan to attend this meeting.	o	o

	Please sign exactly as name appears on the records of the company and date. If the shares are held jointly, each holder should sign. When signing as an attorney, executor, administrator, trustee, guardian, officer of a corporation or other entity or in another capacity, please give the full title under signature(s).
	Signature [PLEASE SIGN WITHIN BOX]	Date			Signature (Joint Owners)	Date

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ADMISSION TICKET For security purposes, please bring this ticket and a valid picture identification with you if you are attending the meeting.

 

 

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

 

 

M11413

KIMCO REALTY CORPORATION

PROXY

This Proxy is Solicited on Behalf of the Board of Directors of Kimco Realty Corporation

The undersigned stockholder of Kimco Realty Corporation, a Maryland corporation, hereby appoints Milton Cooper and Bruce Rubenstein, or either of them as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent the undersigned with all powers possessed by the undersigned if personally at the meeting, and to vote all of the shares of Common Stock of Kimco Realty Corporation held of record by the undersigned at the close of business on March 18, 2009, at the Annual Meeting of Stockholders to be held on May 12, 2009, at 10:00 a.m. local time or any adjournment(s) or postponement(s) thereof. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Stockholders and the accompanying Proxy Statement, the terms of which are incorporated by reference into this Proxy.

The Board of Directors recommends a vote (1) FOR all of the nominees for director, (2) FOR the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2009.

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder and in the discretion of the Proxies upon such other business as may properly come before the meeting. If properly executed, but no direction is made, this proxy will be voted FOR the election of all nominees for director, FOR ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2009 and in the discretion of the Proxies upon such other business as may properly come before the Meeting or any adjournment or postponement thereof. By executing this proxy, the undersigned hereby revokes all prior proxies.

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

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