<PAGE>
EXHIBIT 4.1
TERMS AND CONDITIONS OF KIMCO REALTY CORPORATION
DIVIDEND REINVESTMENT AND DIRECT PURCHASE PLAN
--------------------------------------------------------------------------------
The terms and conditions of Kimco's Dividend Reinvestment and Direct
Purchase Plan are set forth below.
1. Purpose
The purpose of the Plan is to provide holders of record of shares of
Kimco common stock and other interested investors with a simple, convenient and
low cost method of investing cash dividends or optional cash payments, or both,
to purchase additional shares of Kimco common stock or to make an initial
investment in Kimco common stock, as applicable. Shares of Kimco common stock
purchased under the Plan will either be issued by Kimco or purchased in the open
market by the plan administrator, Fleet National Bank (the "Plan Administrator")
(see item 3 below, "Administration"). To the extent shares of Kimco common stock
are purchased by the Plan Administrator in the open market, Kimco will not
receive any proceeds. To the extent the shares of Kimco common stock are issued
by Kimco, Kimco will receive additional funds for its general corporate
purposes.
2. Advantages
Shareholders may purchase additional shares of Kimco common stock by
(i) having the cash dividends on all, or part, of their shares of Kimco common
stock automatically reinvested, (ii) by receiving directly, as usual, their cash
dividends, if, as and when declared, on shares of Kimco common stock and
investing in the Plan by making optional cash payments of not less than $50.00
per payment and not more than $250,000 per calendar year, or (iii) by investing
their cash dividends and making such optional cash payments. Interested
investors that are not shareholders of Kimco may make initial cash investments
in Kimco common stock of not less than $100.00 and not more than $250,000.
The Plan provides holders of record of shares of Kimco common stock
with a simple and convenient method of investing cash dividends or optional cash
payments, or both, to purchase additional shares of Kimco common stock. Persons
not presently shareholders of Kimco may become Participants by making initial
cash investments of not less than $100.00 and not more than $250,000 to purchase
shares of Kimco common stock. Full investment of dividends is possible under the
Plan because the Plan permits fractions of shares, as well as whole shares, to
be purchased and credited to Participants' accounts. Regular statements of
holdings provide simplified record keeping. In addition, the free custodial
services provided in connection with the Plan serve to protect against loss,
theft or destruction of certificates.
3. Administration
Fleet National Bank has been designated by Kimco as its agent to
administer the Plan for Participants, maintain records, send regular statements
of account to Participants and perform other duties relating to the Plan.
EquiServe, a registered transfer agent unaffiliated with Kimco, will provide
certain adminstrative support to the agent. Shares of Kimco common stock
purchased under the Plan will be held by the Plan Administrator as agent for
Participants and registered in the name of the Plan Administrator or its
nominee. The Plan Administrator also serves as transfer agent for Kimco common
stock. Should the Plan Administrator resign, or be asked to resign, another
agent will be asked to serve.
<PAGE>
All communications regarding the Plan should be sent to the Plan
Administrator addressed as follows:
Kimco Realty Corporation
Dividend Reinvestment and Direct Purchase Plan
c/o EquiServe, L.P.
P.O. Box 43010
Providence, RI 02940-3010
Participants may also telephone the Plan Administrator toll free at
[XXX-XXX-XXXX] 24 hours a day, seven days a week. Customer service
representatives are available between the hours of 9:00 A.M. and 6:00 P.M.
Eastern Time, Monday through Friday.
4. Participation
All holders of record of shares of Kimco common stock are eligible to
participate in the Plan. In order to be eligible to participate, beneficial
owners of shares of Kimco common stock whose shares are registered in names
other than their own (for example, shares registered in the name of a broker,
bank nominee or trustee) must either arrange for the holder of record to join
the Plan or have the shares they wish to enroll in the Plan transferred to their
own names. In addition, an interested investor that is not a shareholder may
participate in the Plan by making an initial cash investment in Kimco common
stock of not less than $100.00 and not more than $250,000. Please note that
regulations in certain countries may limit or prohibit participation in services
provided under this type of plan. Therefore, persons residing outside of the
United States are responsible for complying with any such regulations. Kimco and
the Plan Administrator reserve the right to prohibit or terminate participation
of any stockholder or prospective stockholder if deemed necessary or advisable
under any applicable laws or regulations.
An eligible shareholder may join the Plan by completing a Shareholder
Authorization Form and returning it to the Plan Administrator, or by contacting
the Plan Administrator at [XXX-XXX-XXXX]. An interested investor that is not
presently a shareholder of Kimco, but desires to become a Participant by making
an initial cash investment in Kimco common stock, may join the Plan by
completing an Initial Purchase Form and forwarding it, together with such
initial investment, to the Plan Administrator. An enrollment fee of $10 will be
deducted from your initial investment.
<PAGE>
If a Participant establishes a joint account, the Participants jointly
and severally agree that each of them will have authority on behalf of the joint
account to make transaction requests of the Plan Administrator, including, but
not limited to, transactions such as selling or withdrawing shares, changing
account address or options, and to generally deal with the Plan Administrator on
behalf of the joint account as fully and completely as if either Participant
alone were interested in the account. Notwithstanding the foregoing, the Plan
Administrator may, in its sole discretion, do any of the following if
conflicting instructions are received from joint account Participants:
(a) Choose which instructions to follow and which to
disregard;
(b) Terminate the account pursuant to item 9 below;
and/or
(c) Take other appropriate legal action.
A shareholder or other interested investor may join the Plan at any
time and will remain a Participant until participation is terminated or all
shares held in the Participant's Plan account are sold.
If a request specifying the reinvestment of dividends is received by
the Plan Administrator at least three business days before the record date of a
dividend payment, reinvestment commences with that dividend payment. If the
request is received after that date, reinvestment of dividends through the Plan
may not begin until the dividend payment following the next record date.
The Initial Purchase Form provides interested investors with the
opportunity to purchase their initial shares of Kimco common stock without a
broker at low transaction costs through the Plan. It also allows interested
investors to purchase additional shares of Kimco common stock through the
reinvestment of dividends and/or monthly automatic deductions. The options for
dividend reinvestment are described below while information regarding monthly
automatic deductions can be found in item 6, below.
The Shareholder Authorization Form provides for the purchase of
additional shares of Kimco common stock through the following options:
(a) If "Full Dividend Reinvestment" is selected, the Plan
Administrator will reinvest the cash dividends payable on all shares
held in the Participant's Plan account and on all shares of Kimco
common stock registered in the Participant's name. In addition, the
Plan Administrator will invest in Kimco common stock all of the cash
dividends on all shares subsequently registered in the Participant's
Plan account, as well as any optional cash payments the Participant
submits.
(b) If "Partial Dividend Reinvestment" is selected, the
Plan Administrator will send a check respresenting the cash dividends
payable on a specified number of shares held in the Participant's Plan
account and registered in the Participant's name to the Participant as
is designated in the appropriate space on the authorization form. In
addition, the Plan Administrator will invest the dividends on the
remaining shares in accordance with the Plan, as well as any optional
cash payments the Participant submits.
(c) If "Optional Cash Only" is selected, the Plan
Administrator will not invest any portion of the cash dividends due the
Participant on shares held in the Participant's Plan account or
registered in the Participant's name. The Plan Administrator will,
however, invest any optional cash payments the Participant submits.
<PAGE>
A Participant may change its investment option at any time by
completing a new Shareholder Authorization Form and returning it to the Plan
Administrator or by contacting the Plan Administrator at [XXX-XXX-XXXX]. A
change in investment option will be effective on the dividend payment date if
the request is received by the Plan Administrator no later than the third
business day preceding the related dividend record date. If the request is
received by the Plan Administrator after the third business day preceding the
related dividend record date, the change may not be effective until the
following dividend payment date.
5. Costs
(a) Charges for investments made for Participants (other than for
reinvestment of dividends).
The Plan Administrator will deduct a service charge for investments
made for the Participant, other than a reinvestment of dividends. In addition,
Participants will be charged their proportionate share of brokerage commissions
on each purchase transaction, other than a reinvestment of dividends, for
purchases made in the open market. The Participant's share of brokerage
commissions on small transactions may be less than usual since the Plan
Administrator will buy or sell shares in volume for all Participants and that
commission savings will be passed on to each Participant.
If the Participant asks the Plan Administrator to sell some or all of
its shares, it will be charged an administrative service charge of $15, plus
applicable brokerage commissions.
The fees associated with enrollment and participation in the Plan are
summarized in the chart below:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Service Charge Brokerage Commission
----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Initial Investment Fee for $10, deducted directly from Proportionate amount of
First-Time Investors the initial investment actual brokerage charge
received
Subsequent Purchases through optional $5 Proportionate amount of
cash payments actual brokerage charge
Subsequent Purchases through monthly $2 Proportionate amount of
automatic deductions actual brokerage charge
Sales $15 Proportionate amount of
actual brokerage charge
Insufficient Funds $25 None
Statement Duplication $10 per statement None
(statements older than two years)
</TABLE>
<PAGE>
(b) Charges for investments made for Participants for reinvestment of
dividends.
Generally, Kimco will pay all brokerage commissions and other
administrative charges on behalf of the Participants with respect to the
reinvestment of dividends. In the event such fees exceed 5% of the cash
dividends Participants reinvest, Participants will be required to pay the entire
amount of such fees. The brokerage commissions and other administrative charges
currently do not, and are not expected to in the future exceed 5% of the cash
dividends Participants reinvest.
See item 9 below, "Termination of Participation", for a discussion of
payment by Participants of brokerage costs associated with such termination of
participation and sale of shares under the Plan.
A $25.00 fee will be charged to Participants for each deposit returned
for unpaid funds or rejected automatic debit of bank account. See item 6 below,
"Purchases". Also, a $10.00 fee will be charged to Participants for each
duplicate statement older than two years requested by such Participants. See
item 7 below, "Reports to Participants".
If a Participant's shares are registered in the name of a nominee or
broker, such nominee or broker may charge different fees and commissions from
those listed above.
6. Purchases
The number of shares to be purchased for a Participant's account under
the Plan will depend on the amount of a Participant's dividends being
reinvested, the amount of any optional cash payments and the price of the shares
of Kimco common stock. Each Participant's Plan account will be credited with
that number of shares, including fractions, equal to the total amount to be
reinvested or invested through optional cash payments, divided by the applicable
purchase price per share.
The purchase price of shares issued by Kimco under the Plan will be the
average of the high and low prices on the dividend payment date (for
reinvestment of dividends) or the average of the high and low prices on the
investment date (for optional cash payments) of Kimco common stock on the NYSE.
The price of shares of Kimco common stock purchased on the open market
with optional cash payments will be the weighted average of all purchases
including commissions.
The price of shares of Kimco common stock purchased on the open market
with cash dividends will be the weighted average of all purchases if Kimco pays
the brokerage commissions and other administrative charges related to such
purchases. See item 5 above. In the event the brokerage commissions and other
administrative charges exceed 5% of the cash dividends Participants reinvest,
then the price of shares of Kimco common stock purchased on the open market with
cash dividends will be the weighted average of all purchases including brokerage
commissions. The brokerage commissions and other administrative charges do not,
and are not expected to in the future exceed 5% of the cash dividends
Participants reinvest.
<PAGE>
Participants should recognize that neither Kimco nor the Plan
Administrator can assure a profit or protect against a loss on shares of Kimco
common stock purchased under the Plan.
The Plan Administrator has the flexibility of using dividends and
optional cash payments to purchase shares of Kimco common stock from Kimco out
of Kimco's authorized but unissued shares of Kimco common stock or on the open
market. Share purchases in the open market may be made on any stock exchange
where Kimco common stock is traded or by negotiated transactions on such terms
as the Plan Administrator may reasonably determine. The Plan Administrator will
invest all cash dividends and optional cash payments as soon as practicable
after receipt, and in no event will investment occur later than 30 days after
receipt, except when compliance with federal and state securities laws or other
regulatory authorities and temporary curtailment or suspensions of any trading
in Kimco's common stock mandate it. Neither Kimco nor any Participant will have
any authority or power to direct the date, time or price at which shares may be
purchased by the Plan Administrator.
Optional cash payments from existing shareholders may be made at any
time and in varying amounts of not less than $50.00 per payment and not more
than $250,000 per calendar year. A shareholder may make an optional cash payment
when enrolling in the Plan by enclosing a check or money order (made payable to
EquiServe-Kimco Realty Corporation) with the Shareholder Authorization Form.
Thereafter, optional cash payments may be submitted with the cash investment and
other transaction form on the bottom of each statement of holdings. Participants
may also establish a monthly automatic debit of their authorized bank accounts.
Interested investors that are not shareholders of Kimco, but are
submitting Initial Purchase Forms, must enclose an initial investment of not
less than $100.00 and not more than $250,000 to purchase shares of Kimco common
stock.
Optional cash payments will be invested weekly beginning on Wednesdays,
or if Kimco common stock is not traded on such day, the next trading day.
Optional cash payments in the form of physical checks and money orders received
no later than noon Eastern Time on the second business day preceding an
investment date will be invested on such investment date. Optional cash payments
in the form of physical checks and money orders received after noon Eastern Time
on the second business day preceding an investment date will be invested the
following investment date. Checks and money orders should be made payable to
EQUISERVE-KIMCO REALTY CORPORATION and should be payable in U.S. funds drawn on
a U.S. bank. Cash and third party checks are not accepted. NO INTEREST WILL BE
PAID ON OPTIONAL CASH PAYMENTS PENDING INVESTMENT. The same amount of money need
not be sent for each investment, and there is no obligation to make an optional
cash payment. Due to the frequency of investments, the Plan Administrator will
not honor any requests for refunds.
<PAGE>
Participants may authorize monthly automatic deductions from an account
at a financial institution that is a member of the National Automated Clearing
House Association. To authorize monthly automatic deductions, Participants
should complete an Automatic Debit Authorization Form by indicating the dollar
amount, their bank account number, the U.S. Bank routing number and returning it
to the Plan Administrator with a voided blank check or savings deposit slip
attached. Automatic Debit Authorization Forms may be obtained by contacting the
Plan Administrator. In order to be effective for a particular month, the
Automatic Debit Authorization Form must be received by the Plan Administrator on
or before the last business day of the month prior. Funds will be debited from
the Participant's applicable bank account on the 25th of each month or the next
business day and will be invested on the first investment of the next month. A
Participant may terminate an automatic monthly withdrawal of funds or change the
dollar amount, the bank account number, or the bank routing number by contacting
the Plan Administrator at [XXX-XXX-XXXX] or writing to the Plan Administrator at
the address provided in item 3 above. Any changes or terminations will take
effect in the same month, provided the request is received by the Plan
Administrator at least seven business days prior to the date of the scheduled
deduction.
Participants may make optional cash payments as low as $50.00 and the
Plan Administrator will only deduct a service charge of $2 for transactions made
through automatic deductions from a bank account.
In the event that any deposit is returned unpaid for any reason, the
Plan Administrator will consider the request for investment of such money null
and void and shall immediately remove from the Participant's Plan account
shares, if any, purchased upon the prior credit of such money. The Plan
Administrator shall thereupon be entitled to sell these shares to satisfy any
uncollected amounts. If the net proceeds of the sale of such shares are
insufficient to satisfy the balance of such uncollected amounts, the Plan
Administrator shall be entitled to sell such additional shares from the
Participant's Plan account to satisfy the uncollected balance. A $25.00 fee will
be charged for any deposit returned unpaid.
7. Reports to Participants
Shareholders who participate in the Plan through the reinvestment of
dividends will be sent a quarterly statement of their accounts and persons who
participate through the investment of optional cash payments will be sent a
transactional statement after each investment. These statements of holdings will
show any cash dividends and optional cash payments received, the number of
shares purchased, the purchase price for the shares, the number of shares held
for the Participant by the Plan Administrator, the number of shares registered
in the name of the Participant, and an accumulation of the transactions for the
calendar year to date. Quarterly statements will be mailed as soon as
practicable after the close of each quarter, and transactional statements will
be mailed as soon as practicable after the transaction has been completed. These
statements are a Participant's continuing record of the cost of its purchases
and should be retained for income tax purposes. The Plan Administrator will also
send statements as soon as practicable after any other activity occurs on a Plan
account such as a transfer, deposit, withdrawal or sale. Please note, a $10.00
fee will be charged to Participants for each duplicate statement older than two
years requested by Participants.
In addition, each Participant will receive the most recent Prospectus
constituting the Plan and copies of the same communications sent to every other
holder of shares of Kimco common stock, including Kimco's Annual Report, Notice
of Annual Meeting and Proxy Statement and income tax information for reporting
distributions (including dividends) paid by Kimco. Please notify the Plan
Administrator promptly either in writing or by telephone if your address
changes.
<PAGE>
8. Dividends
On shares of Kimco common stock and/or preferred stock for which a
Participant has directed that dividends be reinvested, cash dividends will
automatically be credited to a Participant's Plan account and reinvested in
additional shares of Kimco common stock. Participants who do not elect dividend
reinvestment will receive cash dividends, if declared, by checks as usual.
Shareholders who do not participate in the Plan will receive cash dividends, if
declared, by check as usual.
Participants will be credited with dividends on fractions of shares.
Unless requested by a Participant, certificates for shares of Kimco
common stock purchased under the Plan will not be issued. Shares will be held in
the name of the Plan Administrator or its nominees. The number of shares
credited to a Participant's account under the Plan will be shown on such
Participant's statement of holdings.
Participants may obtain a certificate (at no cost) for any number of
whole shares credited to an account under the Plan by contacting the Plan
Administrator at [XXX-XXX-XXXX] or utilizing the cash investment and other
transaction form attached to each statement. Certificates are normally issued to
Participants within five business days after receipt of the request. The
remaining whole shares and fractions of shares, if any, will continue to be
credited to the Participant's Plan account. A request for issuance of Plan
shares, including issuance of all of the shares in a Participant's Plan account,
will not constitute a termination of participation in the Plan by the
Participant. Termination may be effected only through the delivery to the Plan
Administrator of a notice of termination as outlined in item 9 below,
"Termination of Participation".
Shares held by the Plan Administrator for the account of a Participant
may not be pledged. A Participant who wishes to pledge such shares must request
that a certificate for such shares be issued in the Participant's name.
Certificates for fractions of shares will not be issued under any
circumstances.
A Participant's account under the Plan will be maintained in the name
in which its shares of Kimco common stock were registered at the time the
Participant enrolled in the Plan. Consequently, if and when certificates for
shares held under the Plan are issued, such certificates will be issued only in
that name. Certificates will be issued for whole shares only.
At the time of enrollment in the Plan or at any later time,
Participants may use the Plan's certificate safekeeping service to deposit any
Kimco common stock certificates in their possession and registered in their
names with the Plan Administrator. To combine shares held in certificate form
with shares held through the Plan, Participants must complete the cash
investment and other transaction form from their statement of holdings or write
a letter of instruction and submit it with their certificates to Kimco Realty
Corporation, Dividend Reinvestment and Direct Purchase Plan, c/o EquiServe,
L.P., P.O. Box 43010, Providence, RI 02940-3010. The certificates do not need to
be endorsed. Participants should send their stock certificates by registered
mail, return receipt requested, and insured for 2% of the value of the stock
since they bear the risk of loss in transit. There is no charge for this
service.
<PAGE>
A Participant may transfer ownership of some or all of its shares held
through the Plan. A Participant may contact the Plan Administrator at
[XXX-XXX-XXXX] for complete transfer instructions. A Participant will be asked
to send to the Plan Administrator written transfer instructions and to have its
signature "Medallion Guaranteed" by a financial institution. Most banks and
brokers participate in the Medallion Guarantee program. The Medallion Guarantee
program ensures that the individual signing is in fact the owner of the shares
in the Participant's Plan account. A notary is not sufficient.
A Participant may transfer shares to new or existing Kimco
shareholders. However, a new Plan account will not be opened for a transferee as
a result of a transfer of less than one full share.
9. Termination of Participation
A Participant may terminate participation in the Plan at any time by
contacting the Plan Administrator. At any time, the Plan Administrator can, for
any reason, in its sole discretion, require written confirmation of such a
transaction request. The Plan Administrator will honor a Participant's notice of
termination within five business days of receipt of the request. If, however,
the notice of termination is received less than seven business days prior to a
dividend payment date, the account may be terminated after the dividend is
reinvested for that Participant's Plan account. The Plan Administrator may
terminate a Participant's Plan account for any reason by mailing a written
notice of termination to the Participant 30 days prior to such termination. The
Plan account then will be terminated and all subsequent dividends will be paid
to the Participant. Upon termination, certificates for whole shares credited to
a Participant's account under the Plan will be issued to the Participant and a
cash payment will be made for any fractional share at the then current market
price. However, in the Participant's notice of termination of participation in
the Plan, the Participant may, if the Participant desires, direct that all of
the shares credited to its account in the Plan, whether whole or fractional, be
sold. Such sales will be made in the open market and the price per share will be
the weighted average of all shares sold that day less a pro rata share of
brokerage commissions. Any brokerage fees, service fees, transfer taxes and
other transaction expenses in connection with effecting such sales will be paid
by the withdrawing Participant. See item 5 above, "Costs". The proceeds of the
sale, net of such expenses, will be sent to the Participant.
Former Participants may become Participants in the Plan again at any
time by contacting the Plan Administrator.
10. Sales of Plan Shares
Participants may sell all or a portion of their shares of Kimco common
stock held in the Plan by contacting the Plan Administrator at [XXX-XXX-XXXX] or
by completing and submitting the cash investment and other transaction form. The
Plan Administrator will sell the requested number of shares for the Participant
within five business days. If, however, the request is to sell all shares held
in the Plan and the request is received less than seven business days prior to a
<PAGE>
dividend payment date, the Plan Administrator may not sell the shares until the
dividend is reinvested for that Participant's Plan account. Shares will be sold
through independent securities brokers selected by the Plan Administrator in its
sole discretion. At any time, the Plan Administrator can, for any reason, in its
sole discretion, require written confirmation of such a transaction request.
Shares being sold for the Participant may be aggregated with those of other Plan
Participants who have also requested sales. In that case, the Participant will
receive proceeds based on the weighted average sales price of all shares sold,
less a pro rata share of brokerage commissions. A check representing the
proceeds of the sale of shares less a service charge of $15, and any applicable
transfer and other taxes and transaction expenses will be forwarded to the
Participant as soon as practicable after settlement of the sale. Once sale
requests are submitted to the Plan Administrator, the requests are binding and
cannot be retracted.
The Plan Administrator is not able to accept instructions to sell on a
specific day or at a specific price.
11. Tax Consequences of Participation in the Plan
Under the current provisions of the Internal Revenue Code of 1986, as
amended (the "Code") participation in the Plan will generally result in the
following federal income tax consequences:
(a) A dividend on shares of Kimco common stock will be
treated for federal income tax purposes as a dividend received by the
Participant notwithstanding that it is used to purchase additional
Kimco common stock pursuant to the Plan. The full amount of cash
dividends reinvested under the Plan represents dividend income to
Participants. In addition, the amount of any brokerage commissions,
mark-ups, and other fees or expenses incurred by Kimco on behalf of a
Participant in connection with such purchases on the open market will
also constitute a dividend and be income to such Participant for
federal income tax purposes.
(b) Dividends paid to corporate shareholders, including
amounts, taxable as dividends to corporate Participants under (a)
above, will not be eligible for the corporate dividends-received
deduction under the Code.
(c) A Participant's tax basis in additional shares of
Kimco common stock acquired under the Plan will be equal to (i) the
amount treated as a dividend for federal income tax purposes in the
case where the stock is acquired through the reinvestment of dividends
and (ii) the price paid for that stock including commissions where the
stock is acquired through the investment of optional cash payments. The
Participant's holding period for shares of Kimco common stock acquired
under the Plan will commence on the day after the investment date.
(d) A Participant will not realize any taxable income
upon the receipt of a certificate for full shares credited to the
Participant's Plan account. A Participant will recognize gain or loss
when a fractional share interest is liquidated or when the Participant
sells or exchanges shares. Such gain or loss will equal the difference
between the amount which the Participant receives for such fractional
share interest or such shares and the tax basis therefor.
<PAGE>
In the case of Participants whose dividends are subject to withholding
of federal income tax, dividends will be reinvested less the amount of tax
required to be withheld.
The above is intended only as a general discussion of the current
federal income tax consequences of participation in the Plan. Participants
should consult their own tax advisers regarding the federal and state income tax
consequences (including the effects of any changes in the law) of their
individual participation in the Plan.
12. Other Information
Any stock dividends or stock splits distributed by Kimco on the shares
purchased for and credited to the account of a Participant under the Plan will
be added to the Participant's Plan account. Stock dividends or stock splits
distributed on shares owned and held outside the Plan by a Participant
(including shares for which a Participant has directed that cash dividends be
reinvested) will be mailed directly to such Participant in the same manner as to
shareholders who are not participating in the Plan.
In the event Kimco makes available to shareholders rights to purchase
additional shares of Kimco common stock or other securities, such rights will be
made available to Participants based on the number of shares (including
fractional share interests to the extent practicable) held in their Plan
accounts and registered in their names on the record date established for
determining shareholders who are entitled to such rights.
The Plan Administrator will forward, as soon as practicable, any proxy
solicitation materials to the Participant. The Plan Administrator will vote any
full and/or fractional shares of Kimco common stock held in the Participant's
Plan account and registered in the Participant's name in accordance with the
Participant's directions. If a Participant signs and returns the proxy card and
no voting instructions are given with respect to any item on the proxy card, all
of such Participant's shares will be voted in accordance with the
recommendations of Kimco's management. If a Participant does not return a signed
proxy to the Plan Administrator, or returns it unsigned, the Plan Administrator
will not vote such shares.
Neither Kimco nor the Plan Administrator will be liable for any act
done in good faith or for any good faith omission to act, including, without
limitation, any claims of liability arising out of failure to terminate a
Participant's Plan account upon such Participant's death or adjudicated
incompetence prior to the receipt of notice in writing of such death or
adjudicated incompetence, the prices at which shares are purchased for the
Participant's Plan account, the times when purchases are made or fluctuations in
the market value of the Kimco common stock. Neither Kimco nor the Plan
Administrator has any duties, responsibilities or liabilities except those
expressly set forth in the Plan.
THE PARTICIPANT SHOULD RECOGNIZE THAT Kimco CANNOT ASSURE A PROFIT OR PROTECT
AGAINST A LOSS ON THE SHARES PURCHASED BY A PARTICIPANT UNDER THE PLAN.
While the Plan is intended to continue indefinitely, Kimco reserves the
right to suspend or terminate the Plan at any time. Kimco also reserves the
right to make modifications to the Plan. Notice of such suspension, termination
or modification will be sent to all Participants.
<PAGE>
Kimco intends to use its best efforts to maintain the effectiveness of
the Registration Statement filed with the Commission covering the offer and sale
of Kimco common stock under the Plan. However, Kimco has no obligation to offer,
issue or sell Kimco common stock to Participants under the Plan if, at the time
of the offer, issuance or sale, such Registration Statement is for any reason
not effective. Also, Kimco may elect not to offer or sell Kimco common stock
under the Plan to participants residing in any jurisdiction or foreign country
where, in the judgment of Kimco, the burden or expense of compliance with
applicable blue sky or securities laws makes such offer or sale there
impracticable or inadvisable. In any of these circumstances, dividends, if, as
and when declared, will be paid in the usual manner to the shareholders and any
optional cash payments received from such shareholder will be returned to him.
A Participant may not draw checks or drafts against its Plan account.
<PAGE>
CORRESPONDENCE AND QUESTIONS
--------------------------------------------------------------------------------
All correspondence and questions regarding the Plan and/or your account
should be directed to:
Kimco Realty Corporation
Dividend Reinvestment and Direct Purchase Plan
c/o EquiServe, L.P.
P.O. Box 43010
Providence, RI 02940-3010
Attn: Dividend Reinvestment Dept.
Kimco Dividend Reinvestment and
Direct Purchase Plan
