Form: SC 13D/A

General Statement of Acquisition of Beneficial Ownership

August 5, 2005

Published on August 5, 2005



AMENDMENT 4 TO THE INDEMNIFICATION AGREEMENT


THIS AMENDMENT (this "Amendment") is entered into as of the
5th day of August, 2005, by and among Atlantic Realty Trust ("Seller" ) and
Kimco Realty Corporation ("Buyer") and amends the Indemnification Agreement
entered into as of March 28, 2005 by and among the Seller and Buyer (as amended
by those certain Amendments dated May 12, 2005, June 14, 2005, July 11, 2005 and
by this Amendment, the "Indemnification Agreement").

RECITALS

A. Buyer and Seller entered into the Indemnification
Agreement which, inter alia, provided for a 45 day Exclusivity Period;

B. On May 12, 2005, Buyer and Seller entered into an amendment
to the Indemnification agreement which extended the Exclusivity Period until
June 12, 2005; and

C. On June 14, 2005, Buyer and Seller entered into an
amendment to the Indemnification agreement which extended the Exclusivity Period
until July 11, 2005;

C. On July 11, 2005, Buyer and Seller entered into an
amendment to the Indemnification agreement which extended the Exclusivity Period
until August 5, 2005; and

D. Buyer and Seller desire to further extend the Exclusivity
Period.

NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

AGREEMENT

1. The Indemnification Agreement is hereby amended to provide that all
references therein to the Exclusivity Period shall refer to the period
commencing on March 28th, 2005 and ending on August 26, 2005. All other
provisions of the Indemnification Agreement shall remain in full force and
effect in accordance with their terms.
2. The laws of the State of New York shall govern the validity, construction,
enforcement, and interpretation of this Amendment, except for the conflict
of law provisions thereof which would result in the application of the laws
of another jurisdiction. This Amendment may be executed in a number of
identical counterparts. If so executed, each of such counterparts is to be
deemed an original for all purposes and all such counterparts shall,
collectively, constitute one agreement.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]





NOW WHEREFORE, the parties hereto have executed this Amendment
as of the date first set forth above.

SELLER:

ATLANTIC REALTY TRUST





By: /s/ Joel M. Paschow
----------------------------------------
Name: Joel M. Paschow
Title: Chairman of the Board and
President


Address for notices:

Atlantic Realty Trust
747 3rd Avenue
New York, New York 10017
Attention: Joel Pashcow

With a copy to (which shall not constitute
notice):

Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8200
Attention: Peter M. Fass, Esq.





[Signature Page to Amendment 4 to Indemnification Agreement]



BUYER:

KIMCO REALTY CORPORATION





By: /s/ Bruce M. Kauderer
---------------------------------------
Name: Bruce M. Kauderer
Title: Vice President


Address for notices:


Kimco Realty Corporation
3333 New Hyde Park Road
New Hyde Park, New York 11042-0020
Attention: General Counsel

With a copy to (which shall not constitute
notice):

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Attention: Adam O. Emmerich, Esq.




[Signature Page to Amendment 4 to Indemnification Agreement]