Form: DEF 14A

Definitive proxy statements

April 4, 2002

DEF 14A: Definitive proxy statements

Published on April 4, 2002


KIMCO REALTY CORPORATION

3333 NEW HYDE PARK ROAD
NEW HYDE PARK, NY 11042-0020


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 14, 2002


Notice is hereby given of, and you are cordially invited to attend the
2002 Annual Meeting of Stockholders (the "Meeting") of Kimco Realty Corporation,
a Maryland corporation (the "Company"), to be held on Tuesday, May 14, 2002, at
10 o'clock a.m. at 270 Park Avenue, 11th Floor, Room C, New York, NY 10017 for
the following purposes:


1. To elect directors to serve for a term of one year and until
their successors are duly elected and qualify; and

2. To transact such other business as may properly come before
the Meeting or any adjournment(s) or postponement(s) thereof.


Only common stockholders of record at the close of business on April 1,
2002, will be entitled to vote at the Meeting or any adjournment(s) or
postponement(s) thereof.

IF YOU ARE UNABLE TO BE PRESENT AT THE MEETING IN PERSON, PLEASE SIGN
AND DATE THE ENCLOSED PROXY WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS,
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE OR ALTERNATIVELY, YOU MAY VOTE
BY TELEPHONE OR BY INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD.





BY ORDER OF THE BOARD OF DIRECTORS




/s/ Bruce M. Kauderer
-----------------------------------
Bruce M. Kauderer
Secretary

April 3, 2002.









KIMCO REALTY CORPORATION

3333 NEW HYDE PARK ROAD,
NEW HYDE PARK, NY 11042-0020
-------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS

to be held on May 14, 2002


This Proxy Statement is furnished to common stockholders of Kimco Realty
Corporation, a Maryland corporation (the "Company"), in connection with the
solicitation of proxies in the form enclosed herewith for use at the 2002 Annual
Meeting of Stockholders (the "Meeting") of the Company to be held on Tuesday,
May 14, 2002, at 10 o'clock a.m. for the purposes set forth in the Notice of
Annual Meeting of Stockholders.

This solicitation is made by the Company on behalf of the Board of
Directors of the Company (the "Board of Directors" or the "Board"). Costs of
this solicitation will be borne by the Company. Directors, officers and
employees of the Company and its affiliates may also solicit proxies by
telephone, telegraph, fax, e-mail or personal interview. The Company will
reimburse banks, brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy material to
stockholders.

The Company's Annual Report for the calendar year ended December 31,
2001 has been mailed with this Proxy Statement. This Proxy Statement and the
enclosed form of proxy were mailed to stockholders on or about April 10, 2002.
The principal executive offices of the Company are located at 3333 New Hyde Park
Road, New Hyde Park, New York 11042-0020; telephone (516) 869-9000.

Holders of record of the Common Stock of the Company, par value $.01 per
share (the "Common Stock"), as of the close of business on the record date,
April 1, 2002, are entitled to receive notice of, and to vote at, the Meeting.
The outstanding Common Stock constitutes the only class of securities entitled
to vote at the Meeting, and each share of Common Stock entitles the holder
thereof to one vote. At the close of business on April 1, 2002, there were
104,361,920 shares of Common Stock issued and outstanding.

Shares represented by proxies in the form enclosed, if such proxies are
properly executed and returned and not revoked, will be voted as specified.
Where no specification is made on a properly executed and returned form of
proxy, the shares will be voted FOR the election of all nominees for Director
(See Proposal 1). To be voted, proxies must be filed with the Secretary of the
Company prior to voting. Proxies may be revoked at any time before exercise (i)
by filing a notice of such revocation, (ii) by filing a later dated proxy with
the Secretary of the Company or (iii) by voting in person at the Meeting.
Dissenting stockholders will not have rights of appraisal with respect to any
matter to be acted upon at the Meeting.

Under Maryland law, shares represented by proxies that reflect
abstentions or "broker non-votes" (i.e., shares held by a broker or nominee
which are represented at the Meeting, but with respect to which such broker or
nominee is not empowered by the beneficial owner of the stock to vote on a
particular proposal) will be counted as shares that are present and entitled to
vote for purposes of determining the presence of a quorum.


1


PROPOSAL 1
Election of Directors

The Company's Bylaws, as amended (the "Bylaws") provide that all
directors be elected at each annual meeting of stockholders. Pursuant to the
Company's charter and such Bylaws, the Directors have fixed the number of
directors to be elected at seven. The persons named as proxies in the
accompanying form of proxy intend to vote in favor of the election of the seven
nominees for director designated below, all of whom are presently directors of
the Company to serve until the next annual meeting of stockholders and until
their respective successors are duly elected and qualify. It is expected that
each of these nominees will be able to serve, but if any such nominee is unable
to serve, the proxies may vote for another person nominated by the Board of
Directors or the Board may amend the Bylaws to reduce the number of directors
to be elected at the meeting.

Information Regarding Nominees (as of April 1, 2002)

Present Principal Occupation or
Name Age Employment and Five-Year Employment History
- ---- --- -------------------------------------------

Martin S. Kimmel(2)(3)(4) 86 Chairman (Emeritus) of the Board of
Directors of the Company since November
1991; Chairman of the Board of Directors of
the Company for more than five years prior
to such date. Founding member of the
Company's predecessor in 1966.

Milton Cooper(2)(3)(4) 73 Chairman of the Board of Directors and Chief
Executive Officer of the Company since
November 1991; Director and President of the
Company for more than five years prior to
such date. Founding member of the Company's
predecessor in 1966.

Richard G. Dooley(1)(3)(4) 72 Director of the Company since December 1991.
Consultant to, and from 1978 to 1993,
Executive Vice President and Chief
Investment Officer of Massachusetts Mutual
Life Insurance Company.

Michael J. Flynn(2) 66 Vice Chairman of the Board of Directors of
the Company since January 1996 and, since
January 1997, President and Chief Operating
Officer; Director of the Company since
December 1991. Chairman of the Board and
President of Slattery Associates, Inc. for
more than five years prior to joining the
Company in 1996.

Joe Grills(1)(3)(4) 67 Director of the Company since January 1997.
Chief Investment Officer for the IBM
Retirement Funds from 1986 to 1993 and held
various positions at IBM for more than five
years prior to 1986.

David B. Henry 53 Vice Chairman of the Board of Directors of
the Company since May 2001 and, since April
2001, Chief Investment Officer of the
Company. Prior to joining the Company, Mr.
Henry was Chief Investment Officer of G.E.
Capital Real Estate since 1997 and held
various positions at G.E. Capital for more
than five years prior to 1997.

Frank Lourenso (1)(3)(4) 61 Director of the Company since December 1991.
Executive Vice President of J.P. Morgan
("J.P. Morgan", and successor by merger to
The Chase Manhattan Bank and Chemical Bank,
N.A.) since 1990. Senior Vice President of
J.P. Morgan for more than five years prior
to that time.

- ---------------------
(1) Member of Audit Committee.
(2) Member of Executive Committee.
(3) Member of Executive Compensation Committee.
(4) Member of Nominating Committee.

2



Mr. Cooper is also a director of Getty Realty Corp. and Blue Ridge Real
Estate/Big Boulder Corporation and a trustee of MassMutual Corporate Investors
and MassMutual Participation Investors. He also serves as a member of the Board
of Governors of the National Association of Real Estate Investment Trusts.

Mr. Dooley is also a director of Advest Group, Inc., Hartford Steam
Boiler Inspection and Insurance Co. and Jefferies Group, Inc. and a trustee of
MassMutual Corporate Investors and MassMutual Participation Investors.

Mr. Flynn is also Chairman of the Board of Directors of Blue Ridge Real
Estate/Big Boulder Corporation.

Mr. Grills is also a Director of certain Merrill Lynch Mutual Funds and
Duke Management Company. He also serves as a member of the Investment Advisory
Committees of the State of New York Common Retirement Fund and the Virginia
Retirement System. Mr. Grills is a member of the Association of Financial
Professionals Committee on Investment of Employee Benefit Assets, its executive
committee and is a former chairman of that committee.

All directors of the Company serve terms of one year and until the
election and qualification of their respective successors. Each of the above
Directors, except for Mr. Henry, who joined the Board of Directors in May 2001,
was in attendance at each of the four regular meetings of the Board of Directors
held during 2001, which occurred on February 15, April 25, July 25 and October
23. Mr. Henry was in attendance at the regular meetings held on April 25, 2001,
July 25, 2001 and October 23, 2001. All of the Directors of the Board were in
attendance at the 2001 Annual Meeting of Stockholders held on May 15, 2001.

Committees of the Board of Directors

Audit Committee. The Board of Directors has established an Audit
Committee consisting of three independent Directors to make recommendations
concerning the engagement of independent public accountants, review with the
independent public accountants the plans and results of the audit engagement,
approve professional services provided by the independent public accountants,
review the independence of the independent public accountants, consider the
range of audit and non-audit fees and review the adequacy of the Company's
internal accounting controls. Audit Committee meetings were held during 2001 on
February 15, 2001, April 25, 2001, July 25, 2001 and October 23, 2001. In
addition, the Audit Committee held a meeting on February 6, 2002.

Executive Committee. The Executive Committee has been granted the
authority to acquire and dispose of real property, to borrow money on behalf of
the Company and to authorize, on behalf of the full Board of Directors, the
execution of certain contracts and agreements (except for contracts between the
Company and KC Holdings, Inc. -- see "Compensation Committee Interlocks and
Insider Participation"). The Executive Committee convened twice during 2001, on
April 25, 2001 and October 23, 2001.

Executive Compensation Committee. The Board of Directors has
established an Executive Compensation Committee to determine compensation for
the Company's executive officers, in addition to administering the Company's
Equity Participation Plan (as defined herein). Two meetings of the Executive
Compensation Committee were held during 2001, on February 15, 2001 and April 25,
2001. In addition, the Executive Compensation Committee held a meeting on
February 6, 2002.

Nominating Committee. The Board of Directors has established a
Nominating Committee. The functions of the Nominating Committee include
recommending candidates for annual election to the Board of Directors and to
fill vacancies on the Board of Directors that may arise from time to time. The
Nominating Committee will consider all candidates recommended by shareholders in
accordance with the procedure established in the Company's Bylaws which requires
recommendations to be submitted in writing ninety days in advance of the
annniversary of the preceding year's annual meeting of shareholders. Such
recommendations should include the name and address and other pertinent
information about the candidate as is required to be included in the Company's
proxy statement. Recommendations should be submitted to the Secretary of the
Company. One meeting of the nominating Committee was held during 2001, on
February 15, 2001. In addition, the Nominating Committee held a meeting on
February 6, 2002.

3


Each of the Directors comprising these various Committees of the Board
of Directors was in attendance at all meetings of such Committees held on the
dates indicated.

Compensation of Directors

Members of the Board of Directors and Committees thereof who are not
also employees of the Company ("Non-employee Directors") receive an annual fee
of $24,000, plus fees of $2,000 for attending each regular or special meeting of
the full Board. The Non-employee Directors, other than Mr. Kimmel, receive $500
for attending each Executive Compensation Committee and Nominating Committee
meeting and $1,000 for attending each Audit Committee Meeting. The Non-employee
Directors who are members of the Audit Committee also receive an additional
annual fee of $4,000. In accordance with the Company's Equity Participation Plan
(as defined herein), the Non-employee Directors may be granted awards of
deferred stock ("Deferred Stock") in lieu of directors' fees. Unless otherwise
provided by the Board, a 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. Pursuant to such
arrangements, each of Messrs. Kimmel, Dooley, Grills and Lourenso received
directors' fees in cash of $18,000, $27,500, $27,500 and $27,500, respectively,
during 2001. During 2001, Messrs. Kimmel, Dooley, Grills and Lourenso each
received Deferred Stock awards valued at $16,000, in lieu of directors' fees and
meeting fees. Employees of the Company who are also Directors are not paid any
directors' fees.

Effective January 1, 2002, the fees entitled to be received by the
non-employee Directors were increased to the following amounts: $30,000 for the
annual fee, $10,000 for the Audit Committee annual fee and $2,000 for attending
each Audit Committee meeting. All other meeting fees and committee fees remain
unchanged.

During 2001, 2000 and 1999, the Company granted each Non-employee
Director options to acquire 11,250 shares of Common Stock at $32.80, $27.1667
and $22.25 per share, respectively, the market prices on the dates of such
option grants. See "Executive Compensation and Transactions with Management and
Others - Executive Compensation and Employment Contracts" for information
concerning stock options granted to Mr. Cooper, Mr. Flynn and Mr. Henry. The
Company intends to grant Non-employee Directors, options to acquire an
additional 11,250 shares during 2002 at the then current market price.

Mr. Kimmel received $50,000 during 2001 as payment for consulting
services rendered to, and reimbursement of certain expenses incurred on behalf
of, the Company.

Vote Required

Assuming the presence of a quorum, a plurality of all the votes cast by
the holders of shares of Common Stock present, in person or by proxy, and
entitled to vote at the Company's Annual Meeting will be sufficient to elect a
nominee as a director. Accordingly, abstentions or broker non-votes as to the
election of directors will not affect the election of the candidates receiving
the plurality of the votes cast at the Meeting.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE FOR ALL
OF THE NOMINEES SET FORTH IN THIS PROXY STATEMENT.


4



Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information available to the
Company as of April 1, 2002, with respect to shares of its Common Stock (i) held
by those persons known to the Company to be the beneficial owners (as determined
under the rules of the U.S. Securities and Exchange Commission, the "SEC") of
more than 5% of such shares and (ii) held, individually and as a group, by the
directors and executive officers of the Company:





Shares Owned Percent
Beneficially (#) of Class (%)
Name & Address (where required) ---------------- ------------
of Beneficial Owner Common Common
- ------------------------------- ------ ------

Milton Cooper 6,833,007 (1)(4) 6.5
c/o Kimco Realty Corporation
3333 New Hyde Park Rd.
New Hyde Park, NY 10042

Stichting Pensioenfonds ABP 6,810,235 6.5
Oude Lindestraat 70
Postbus 2889
6401 DL Heerlen, The Netherlands

Martin S. Kimmel 4,124,532 (2) 4.0
c/o Kimco Realty Corporation
3333 New Hyde Park Rd.
New Hyde Park, NY 11042

Helen Kimmel 3,568,451 (3) 3.4
445 Park Avenue
New York, NY 10022

Michael V. Pappagallo 300,017 *
Michael J. Flynn 291,188 *
Jerald Friedman 197,954 *
Richard G. Dooley 146,177 *
Frank Lourenso 129,870 *
Glenn G. Cohen 102,563 *
Joseph V. Denis 96,300 *
David M. Samber 93,675 *
Patrick J. Callan, Jr. 80,910 *
Joe Grills 77,790 *
Robert Nadler 76,199 *
Paul Weinberg 34,395 *
David B. Henry 55,151 *
Bruce M. Kauderer 22,008 *
Scott Onufrey 20,614 *
Raymond Edwards 10,786 *
Thomas Caputo 10,500 *
Mitchell Margolis 7,360 *
Josh Smith 2,250 *
Joel Yarmak 647 *


All Directors and executive 12,713,893 (4) 12.2
officers as a group (22 persons)



- --------------------
* Less than 1%

5



(1) Includes 1,624,125 shares held by Mr. Cooper as trustee for the benefit
of Mr. Kimmel's son. Does not include 385,790 shares held by adult
members of Mr. Cooper's family, as to all of which shares Mr. Cooper
disclaims beneficial ownership.
(2) Does not include 1,624,125 shares held in trust by Mr. Cooper for Mr.
Kimmel's son or 2,395,951 shares held by Mrs. Helen Kimmel, his wife,
as to all of which shares Mr. Kimmel disclaims beneficial ownership.
Also, does not include 1,172,500 shares held by foundations and trusts
for which Mrs. Kimmel is a trustee, as to all of which shares Mr.
Kimmel disclaims beneficial ownership.
(3) Does not include 4,124,532 shares held by Mr. Kimmel, her husband, or
1,624,125 shares held in trust by Mr. Cooper for Mr. Kimmel's son, as
to all of which shares Mrs. Kimmel disclaims beneficial ownership.
(4) Does not include 1,635,148 shares held by KC Holdings, Inc., a related,
private corporation in which Mr. Cooper holds a controlling interest.
See "Compensation Committee Interlocks and Insider Participation -
Transactions with KC Holdings, Inc."

The following table sets forth certain information available to the
Company as of April 1, 2002, with respect to its Depositary Shares representing
its Class A, Class B and Class C Preferred Stock (i) held by those persons known
to the Company to be the beneficial owners (as determined under the rules of the
U.S. the SEC) of more than 5% of such shares and (ii) held, individually and as
a group, by the directors and executive officers of the Company:




Shares Owned Percent
Beneficially (#) of Class (%)
---------------- ----------------
Name & Address (where required) Depositary Shares Depositary Shares
of Beneficial Owner Class A Class B Class C Class A Class B Class C
- ------------------------------- ------- ------- ------- ------- ------- -------

David M. Samber 3,700 3,550 5,560 * * *
Bruce M. Kauderer - 1,900 2,100 - * *
Scott Onufrey - 65 - - * -

All Directors and executive
officers as a group (3 persons) 3,700 5,515 7,660 * * *



- -------------
* Less than 1%



6



Executive Compensation and Transactions with Management and Others

Executive Officers. Reference should be made to the Company's annual
report on Form 10-K for the year ended December 31, 2001, incorporated herein by
reference, following Part I, Item IV, for information with respect to the
executive officers of the Company.

Executive Compensation. The following table sets forth the summary
compensation of the Chairman of the Board of Directors (and Chief Executive
Officer) and the four other most highly paid executive officers of the Company
for calendar years 2001, 2000 and 1999.




SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
------------------- -------------
(a) (b) (c) (d) (e) (f) (g) (h)
Other Securities
Name and Annual Restricted Underlying All other
Principle Period Salary Bonus Compensation Stock Options Compensation
Position Ended ($) ($) ($) (1) Awards (#) (2) ($) (3)
-------- ----- --- --- ------- ------ ------- -------

Milton Cooper 12/01 658,500 1,550,000 (6) - - 112,500 1,696
Chairman of the Board 12/00 658,500 100,000 - - 112,500 8,034
of Directors and Chief 12/99 658,000 100,000 - - 112,500 8,034
Executive Officer

Michael J. Flynn (5) 12/01 658,500 375,000 - - 337,500 1,696
Vice Chairman of the 12/00 658,500 200,000 - - 112,500 4,953
Board of Directors and 12/99 658,000 200,000 - - 112,500 2,574
President & Chief
Operating Officer

David B. Henry (5) 12/01 365,385 1,177,885 (4) - - 425,000 18,947(7)
Vice Chairman of the 12/00 - - - - - -
Board of Directors since 12/99 - - - - - -
May 2001 and Chief
Investment Officer since
April 2001

Jerald Friedman (5) 12/01 458,500 450,000 - - 25,000 1,696
Executive Vice 12/00 426,769 150,000 - - 37,500 1,677
President 12/99 308,000 150,000 - - 52,500 1,677

Michael V. Pappagallo (5) 12/01 258,500 225,000 - - 50,000 1,696
Chief Financial Officer 12/00 258,500 150,000 - - 75,000 390
12/99 258,000 150,000 - - 75,000 390



(1) No named officer received perquisites or other personal benefits
aggregating the lesser of 10% of annual salary and bonus or $50,000.
(2) Options to acquire shares of Common Stock at exercise prices equal to
the fair market value on the dates of grant.
(3) The amounts shown represent the value of Company paid group term life
insurance premiums.
(4) Includes unrestricted stock award of 37,500 shares of the Company's
Common Stock valued at $1,062,500 based upon the closing price on the
New York Stock Exchange on April 2, 2001.
(5) See "Executive Compensation and Transactions with Management and Others
- Employment Contracts".
(6) Includes a special incentive award of $1,300,000. See "Report of the
Executive Compensation Committee on Executive Compensation".
(7) Includes life insurance premium for individual policy paid by the
Company and the value of Company paid group term life insurance
premiums.

7



OPTION GRANTS IN LAST FISCAL YEAR

The following table provides information on options to acquire shares of
the Company's Common Stock granted to the named executive officers
during 2001.




Potential Realizable Value at Assumed Annual
Rates of Stock Price Appreciation for
Individual Grants Option Term (1)
(a) (b) (c) (d) (e) (f) (g)
% of Total
Options Option Granted Exercise
Granted to Employees Price Expiration
Name (#) (2) in Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---- ------- -------------- ------ ---- ------ -------

Milton Cooper 112,500 5.3 32.80 12/13/11 2,320,621 5,880,909

Michael J. Flynn 225,000 10.6 28.6667 5/22/11 4,056,374 10,279,652
112,500 5.6 32.80 12/13/11 2,320,621 5,880,909

David B. Henry 375,000 17.7 27.3333 4/16/11 6,446,164 16,335,840
50,000 2.4 32.80 12/13/11 1,031,387 2,613,738

Jerald Friedman 25,000 1.2 32.80 12/13/11 515,694 1,306,869

Michael V. Pappagallo 50,000 2.4 32.80 12/13/11 1,031,387 2,613,738



(1) Assumed annual rates of stock price appreciation, as determined by the SEC,
for illustrative purposes only. Actual stock prices will vary from time to
time based upon market factors and the Company's financial performance. No
assurance can be given that such rates will be achieved.
(2) Options generally become exercisable one-third on each of the first three
anniversaries of the date of grant or sooner at the discretion of the
Executive Compensation Committee of the Board.





AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR END OPTION VALUES

The following table provides information on options to acquire shares of
Common Stock exercised in 2001 by the named executive officers, and the value of
each such officer's unexercised options to acquire shares of Common Stock
outstanding at December 31, 2001.




(a) (b) (c) (d) (e)

Number of Unexercised Value of Unexercised In-the-Money
Shares Acquired Value Options at Year End (#) Options at Year End ($)(1)
Name on Exercise (#) Realized ($) Exer. Unexer. Exer. Unexer.
---- --------------- ------------ ---- ------- ----- -------

Milton Cooper 4,687 41,750 97,313 226,125 888,590 850,713
Michael J. Flynn (2) 299,625 2,804,387 176,356 376,875 1,108,342 1,457,225
David B. Henry (2) 3,658 20,034 - 417,684 623,702 1,969,573
Jerald Friedman (2) 4,687 53,969 187,650 67,975 1,515,191 341,490
Michael V. Pappagallo (2) 4,687 53,791 235,688 125,750 2,311,502 567,142



(1) Based upon the closing price of the Company's Common Stock on the New
York Stock Exchange on December 31, 2001 of $32.69 per share.
(2) See "Executive Compensation and Transactions with Management and Others
- Employment Contracts".

8


Employment Contracts. In November 1998, the Company entered into a new
five-year employment agreement with Mr. Michael J. Flynn pursuant to which Mr.
Flynn continues to serve as Vice Chairman of the Board of Directors and
President and Chief Operating Officer of the Company. In accordance with this
employment agreement, Mr. Flynn (i) is to receive a base salary of $650,000 per
annum, (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 with respect thereto,
in such amounts, if any, as the Board, in its sole discretion shall determine.

Effective April 2001, the Company commenced a five-year employment
agreement with David B. Henry pursuant to which Mr. Henry will serve as Chief
Investment Officer and Vice Chairman of the Board of Directors. In accordance
with this employment agreement, Mr. Henry is to receive $750,000 per annum
($500,000 base salary and $250,000 guaranteed bonus) as compensation for his
services. In addition, Mr. Henry received an unrestricted award of 37,500 shares
of the Company's Common Stock which was valued at $1,062,500 based on the
closing price of the Company's Common Stock on the date of the grant. Mr. Henry
was also granted options to acquire 375,000 shares of the Company's Common Stock
at an exercise price equal to the market price on the date of grant. With
respect to 37,500 of these stock options, they are to be considered qualified
incentive stock options, as defined in and to the extent permitted under the
Company's Equity Participation Plan, and the remaining 337,500 stock options
shall be non-qualified options. Options with respect to these shares vest in
three equal installments upon each of the first three anniversaries of the date
of grant. Mr. Henry will also be entitled to an unrestricted award of 37,500
shares of the Company's Common Stock if Mr. Henry is employed by the Company on
the tenth anniversary of the effective date of the employment agreement. In the
event of, and depending upon the reasons for a termination of Mr. Henry's
employment with the Company prior to such dates, (i) any such non-vested shares
would become 100% vested as the termination date and (ii) Mr. Henry would
receive severance in the amount equal to the base salary and guaranteed bonus
then in effect for the greater of the balance of the term of his employment
agreement or one year.

In June 1998, the Company entered into a three-year employment agreement
with Mr. Jerald Friedman, pursuant to which Mr. Friedman began to serve as
Executive Vice President of the Company. In accordance with this employment
agreement, Mr. Friedman was to receive $450,000 per annum ($300,000 base salary
and $150,000 guaranteed bonus) as compensation for his services. The agreement
further provided that Mr. Friedman be granted options to acquire 150,000 shares
of the Company's Common Stock at an exercise price of $24.958 per share, the
market price on the date of grant. These stock options are to be considered
qualified incentive stock options, as defined in and to the extent permitted
under the Company's Equity Participation Plan. Options with respect to these
shares shall vest in three equal installments upon each of the first three
anniversaries of the date of grant. In the event of, and depending upon the
reasons for, a termination of Mr. Friedman's employment with the Company prior
to such dates, (i) any such non-vested shares 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 this agreement or one year.

In April 2000, the Company amended and restated the employment agreement
with Mr. Friedman whereby effective January 1, 2000, Mr. Friedman will also
serve as President of the Company's new development subsidiary (the "Development
Company" or "KDI"). Effective January 2002, the term of this agreement has been
extended through December 31, 2005 (the "First Amendment to Employment
Agreement"). In accordance with the First Amendment to Employment Agreement, Mr.
Friedman is to receive a base salary of $450,000 per annum. In addition, Mr.
Friedman shall be eligible to earn a bonus upon the calculation of Development
Company Profits, as defined in the First Amendment to Employment Agreement. The
bonus shall be determined and paid semi-annually. Pursuant to the First
Amendment to Employment Agreement, the bonus payable to Mr. Friedman for each
six month period ending on the June 30th Measurement Date, as defined, shall be
an amount equal to the lesser of (i) fifteen percent (15%) of Development
Company Profits for that six month period or (ii) $225,000. The bonus payable to
Mr. Friedman for each six month period ending on the December 31st Measurement
Date, as defined, shall be an amount equal to fifteen percent (15%) of
Development Company Profits for the twelve month period just ended, minus the
bonus calculated on the immediately preceding June 30th Measurement Date,
provided that the annual bonus to be earned by Mr. Friedman shall never exceed
$450,000 for any said twelve month period ending on December 31.

9


In April 1997, the Company entered into a two-year employment agreement
with Michael V. Pappagallo pursuant to which Mr. Pappagallo began to serve as
Chief Financial Officer effective May 27, 1997. This employment agreement was
extended through December 31, 2001. In accordance with this employment
agreement, Mr. Pappagallo was to receive $400,000 per annum ($250,000 base
salary and $150,000 guaranteed bonus) as compensation for his services. The
agreement further provides that Mr. Pappagallo be granted options to acquire
75,000 shares of the Company's Common Stock at an exercise price of $20.75 per
share, the market price on the date of grant. These stock options are to be
considered incentive stock options, as defined in and to the extent permitted
under the Company's Equity Participation Plan (as defined herein), and otherwise
shall be non-qualified options. Options with respect to these shares shall vest
in three equal installments upon each of the first three anniversaries of the
date of grant. In the event of, and depending upon the reasons for, a
termination of Mr. Pappagallo's employment with the Company prior to such dates,
(i) any such non-vested shares would become 100% vested as of the termination
date and (ii) Mr. Pappagallo would receive the remaining compensation due
through the term of his employment agreement. Mr. Pappagallo's employment
agreement was extended through December 2001.

Effective January 2002, the Company entered into a new three-year
employment agreement with Mr. Pappagallo pursuant to which Mr. Pappagallo
continues to serve as Chief Financial Officer of the Company. In accordance with
this employment agreement, Mr. Pappagallo (i) is to receive a base salary of
$400,000 per annum, (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 with
respect thereto, in such amounts, if any, as the Board in its sole discretion
shall determine.


Compensation Committee Interlocks and Insider Participation

The Executive Compensation Committee of the Board of Directors,
comprised of Messrs. Martin Kimmel, Milton Cooper, Richard Dooley, Joe Grills
and Frank Lourenso, is charged with the responsibility of determining
compensation levels, including awards pursuant to the Company's Equity
Participation Plan, for the named executive officers other than Mr. Cooper. Mr.
Cooper's compensation and participation in the Equity Participation Plan is
subject to review and approval by the members of the Executive Compensation
Committee other than Mr. Cooper.

Mr. Milton Cooper is Chairman of the Board of Directors of the Company,
and Mr. Martin Kimmel is Chairman Emeritus of the Board. Messrs. Cooper and
Kimmel were founding members of the Company's predecessor in 1966.

Transactions with KC Holdings, Inc. To facilitate its initial public
stock offering in November 1991 (the "IPO"), the Company transferred its
interests in 46 shopping center properties to a newly-formed corporation, KC
Holdings, Inc. ("KC Holdings"), and subsidiaries of KC Holdings. The stock of KC
Holdings is owned by the stockholders of the Company prior to the IPO. All of
the real estate interests owned by KC Holdings and its subsidiaries were subject
to purchase options held by the Company which expired in November 2001.

As of November 2001, the expiration date of the purchase options held
by the Company, KC Holdings' subsidiaries had conveyed 32 shopping center
properties back to the Company and had disposed of ten additional centers in
transactions with third parties. In March 2001, the Company exercised its option
to acquire GC Buffalo Corp., a subsidiary of KC Holdings, which owns a 50%
general partnership interest (the "GCBC G.P. Interest") in a partnership which
owns fee title to three shopping center property interests. The Company acquired
the GCBC G.P. Interest for an aggregate option price of approximately $3.5
million, paid $0.8 million in shares of the Company's Common Stock (valued at
$27.67 per share) and approximately $2.7 million in cash. In June 2000, two
shopping center properties were acquired in connection with the Company's
exercise of its option to acquire KC Holdings Harrisburg Inc. and Kimco
Michigan, Inc., subsidiaries of KC Holdings. The Company acquired the properties
for an aggregate purchase price of $12.2 million, paid approximately $11.6
million in shares of the Company's Common Stock (valued at $27.175 per share)
and $0.6 million through the assumption of mortgage debt encumbering one of the
properties. During 1999, 13 shopping center properties were acquired in
connection with the Company's exercise of its option to acquire KCHGC, Inc., a
subsidiary of KC Holdings. These shopping center properties where acquired for
an aggregate option purchase price of approximately $39.8 million, paid $15.7
million in shares of the Company's Common Stock (valued at $26.00 per share) and
$24.1 million through the assumption of mortgage debt encumbering the
properties. The mortgage debt was repaid by the Company during 1999. The members
of the Company's Board of Directors who are not also shareholders of KC Holdings
have unanimously approved the Company's acquisition of all 32 shopping center
properties that have been conveyed back to the Company.

10

The Company is party to a management agreement pursuant to which it
manages three of KC Holdings' four remaining shopping center properties under
terms which the Company believes are no less favorable than would be obtained in
negotiations with an independent third party. The remaining property is owned in
a joint venture and is managed by an unaffiliated joint venture partner. The
management agreement was approved by a majority of the Company's Directors who
are not also stockholders of KC Holdings. Management fees paid by KC Holdings to
the Company totaled less than $0.1 million during 2001.

Joint Ventures. Members of the Company's management have investments in
certain real estate joint ventures or limited partnerships, which own and/or
operate seven of the Company's 517 property interests as of December 31, 2001.
Such management investments predate the Company's IPO and, in each case, the
Company is a general partner of the joint venture or partnership and controls or
directs the management of the joint venture or partnership. Any material future
transactions involving these joint ventures or partnerships, such as major
renovations, disposal or sale, will be subject to the approval of a majority of
disinterested directors of the Company.

Relationship with J.P. Morgan. Mr. Lourenso, an Executive Vice
President of J.P. Morgan, has been a Director of the Company since December
1991. The Company has maintained its principal banking relationship with J.P.
Morgan. J.P. Morgan, together with a consortium of ten additional banks, has
provided the Company with a $250.0 million, unsecured revolving credit facility
which is scheduled to expire in August 2003. At December 31, 2001 there were no
borrowings outstanding under this facility.

Relationship with The State of New York Common Retirement Fund. Mr.
Grills is a member of the Investment Advisory Committee of The State of New York
Common Retirement Fund (the "NYSCRF"). Mr. Grills has been a Director of the
Company since January 1997. During 1999, the Company entered into a joint
venture arrangement with the NYSCRF and other institutional investors in
connection with the Kimco Income Operating Partnership ("KIR"), an entity
established for the purposes of investing in high quality retail properties,
financed primarily through the use of individual non-recourse mortgages. The
NYSCRF has committed approximately $267.0 million to the joint venture of which
$175.0 million has been contributed. This investment by the NYSCRF was reviewed
by the NYSCRF Real Estate Advisory Committee of which Mr. Grills is not a
member.

Report of the Executive Compensation Committee
on Executive Compensation

The Executive Compensation Committee has provided the following Report
on Executive Compensation:

Compensation Strategy and Performance Criteria. The members of this
Committee believe the Company's success is attributable in large part to the
talent and dedication of its associates and, in particular, to the management
and leadership efforts of its executive officers. Accordingly, the Company,
under the guidance of the Executive Compensation Committee, is committed to
develop and maintain compensation policies, plans and programs which seek to
enhance cash flows, and consequently real property and stockholder values, by
aligning the financial interests of the Company's senior management with those
of its stockholders.

In furtherance of these goals, the Company relies, to a large degree, on
annual and longer term incentive compensation (that is, specifically cash
bonuses, stock grants and stock option grants) to attract and retain corporate
officers and other key associates of outstanding ability, and to motivate such
persons to perform to their fullest potential. These forms of incentive
compensation are variable and designed to effectuate a pay-for-performance
philosophy which considers management's ability to consistently improve the
Company's Funds from Operations (a widely-accepted measure of performance for
real estate investment trusts) to be of paramount importance. Other performance
criteria which effect incentive awards include the demonstrated ability to
strengthen the Company's capital structure, the measure of improved total return
to stockholders and individual performance/contributions to corporate goals and
objectives.


11

The Committee annually deliberates the appropriate combination of cash
and stock-based compensation, and weighs the competitiveness of the Company's
plans in relation to compensation practices employed by a select group of
successful real estate investment trusts that are (i) included in the NAREIT
equity index used in the accompanying stock performance graph, and (ii) believed
to be comparable to the Company based on market capitalization, portfolio size
and distribution and product type. In general, the Committee has set base
compensation levels for the Company's executive officers at competitive levels
relative to this peer group. The number of stock options granted annually is an
amount which the Committee, after due consideration of corporate and individual
performance, changes in job function or title, competitive option grant levels
and previously awarded options, considers appropriate to fairly compensate and
properly motivate its officers.

From time to time the Committee may retain compensation and other
management consultants to assist with, among other things, structuring the
Company's various compensation programs and determining appropriate levels of
salary, bonus and other awards payable to the Company's officers and key
personnel, as well as to guide the Company in the development of near-term
individual performance objectives necessary to achieve long-term profitability.
During 2001, the Company on behalf of the Executive Compensation Committee
engaged a compensation consulting firm to perform a market survey of the
compensation levels for all key positions in the Company. In addition, the
Executive Compensation Committee engaged PricewaterhouseCoopers LLP to perform a
study with regard to a special incentive award for Mr. Milton Cooper, Chief
Executive Officer of the Company, based on Mr. Cooper's significant contribution
in structuring the Montgomery Ward transaction described below.

2001 Performance. In evaluating 2001 performance, particularly
noteworthy was the Company's ability, under senior management's direction, to
increase Funds from Operations ("FFO", a widely-accepted measure of performance
for real estate investment trusts) for the year ended December 31, 2001 to
$295.9 million, or $2.99 per share on a diluted basis, from $254.1 million, or
$2.69 per share on a diluted basis, during the preceding year. Similarly, net
income increased to $236.5 million, or $2.16 per share on a diluted basis, from
$205.0 million, or $1.91 per share on a diluted basis during the preceding year.
This significantly improved performance was primarily attributable to (i) the
success of the Montgomery Ward transaction (ii) significant growth from the
investment in Kimco Income Operating Partnership ("KIR") and (iii) profits
generated by the Company's Development subsidiary, Kimco Developers, Inc.
("KDI").

The Company, through a joint venture arrangement, acquired asset
designation rights for substantially all of the real estate property interests
of the bankrupt estate of Montgomery Ward LLC and affiliates. The asset
designation rights provided the Company the ability to direct the ultimate
disposition of the real estate assets. The Company recognized net profits of
approximately $20.9 million after provision for income taxes from this
transaction (pre-tax profits of approximately $34.6 million during 2001).

During 2001, the Company continued its investment in KIR, a joint
venture established in 1998 with institutional partners for the purpose of
investing in high quality real estate properties primarily financed with
individual non-recourse mortgages. During 2001, KIR acquired 12 property
interests aggregating 2.9 million square feet for approximately $349.0 million.
As of December 31, 2001, KIR was comprised of 64 shopping center properties with
total assets of approximately $1.4 billion. The Company, through its 43.3%
non-controlling limited partnership interest in KIR increased its equity in
income from KIR to $13.2 million for the year ended December 31, 2001 as
compared to $9.5 million for the preceding year.

Effective January 1, 2001, the Company elected taxable REIT subsidiary
status for its wholly owned development subsidiary, KDI. KDI is primarily
engaged in the ground-up development of neighborhood and community shopping
centers and the subsequent sale thereof upon completion. During the year ended
December 31, 2001, KDI sold two of its recently completed projects and five
out-parcels, in separate transactions, for approximately $61.3 million, which
resulted in net gains of approximately $8.1 million after provision for income
taxes (pre-tax profits of $13.4 million).


12

Further, consideration was given to management's ability to continue its
strengthening of the Company's consolidated balance sheet through the completion
of two primary offerings of 3.75 million shares of its Common Stock which added
approximately $117.7 million to stockholders' equity and provided capital for
continued investment in KIR and for other property acquisitions. The Company
continues to maintain a strong, prudent capital structure as evidenced by the
percentage of its total debt to total market capitalization of 27% at December
31, 2001. In addition, the Company improved its debt service coverage ratio to
3.9 times and its fixed charge coverage to 3.2 times.

The Company's strong performance encouraged investor support of the
Company's Common Stock in the marketplace and provided total returns to
stockholders of approximately 18% during 2001. Dividends on the Company's Common
Stock have been increased by approximately 8.3% to $2.08 per share for 2002 as
compared to $1.92 per share for 2001.

2001 Incentive Compensation. In establishing 2001 incentive compensation
(that is, the cash bonuses and stock option grants as set forth in the
accompanying Summary Compensation and Option Grants in Last Fiscal Year tables)
for the Company's named executive officers, the Committee concluded that each
such officer had individually made a very substantial contribution toward
achieving the aforementioned performance levels. The Committee did not
specifically relate any measure of performance or any accomplishment to the
incentives awarded, nor did the Committee assign relative weight to any specific
performance factor except in the case of Mr. Cooper in connection with the
special incentive award for his contributions in structuring the Montgomery Ward
transaction. Rather, the Committee members made the subjective determination
that the incentives awarded were appropriate in view of previously awarded
incentives and their qualitative assessment that 2001 represented a year of
significant achievement for the Company that was, in large part, attributable to
the talents and efforts of its executive officers.

The annual bonus and option to acquire shares of the Company's Common
Stock awarded during 2001 to Mr. Cooper, Chairman of the Board of Directors and
Chief Executive Officer, as set forth in the accompanying Summary Compensation
Table, was determined by the members of the Executive Compensation Committee,
other than Mr. Cooper, after evaluating generally the Company's achievements for
the year and specifically Mr. Cooper's contributions towards realizing such
performance levels. The Executive Compensation Committee, other than Mr. Cooper,
also considered the recommendation prepared by PricewaterhouseCoopers LLP in
connection with their engagement to assist in the determination of a special
incentive award to Mr. Cooper for his contributions in structuring the
Montgomery Ward transaction. The Board concluded that Mr. Cooper's leadership,
vision and decision making warranted the bonus awarded to Mr. Cooper.

Martin S. Kimmel
Milton Cooper
Richard G. Dooley
Joe Grills
Frank Lourenso

As to that portion of the report
which pertains to Mr. Cooper's
compensation:

Martin S. Kimmel
Richard G. Dooley
Joe Grills
Frank Lourenso



13

Stock Price Performance. The following stock price performance chart compares
the Company's performance to the S&P 500 and the index of equity real estate
investment trusts prepared by the National Association of Real Estate Investment
Trusts ("NAREIT"). Equity real estate investment trusts are defined as those
which derive more than 75% of their income from equity investments in real
estate assets. The NAREIT equity index includes all tax qualified equity real
estate investment trusts listed on the New York Stock Exchange, American Stock
Exchange or the NASDAQ National Market System. Stock price performance,
presented quarterly for the five years ended December 31, 2001, is not
necessarily indicative of future results. All stock price performance assumes
the reinvestment of dividends.

Kimco Realty Corporation
2001 Total Return Proxy Data
(January 1997 - December 2001; Benchmarked at December 1995 = 100.00)


NAREIT Equity S&P 500 KIM
----------------- ----------------------------------
Date Return Index Return Index Return Index
- --------------------------------------------------------------
Dec-96 100.00 100.00 100.00
Jan-97 101.12 98.02 95.14
Feb-97 100.91 104.14 97.68
Mar-97 100.70 104.96 94.41
Apr-97 97.93 100.65 91.67
May-97 100.80 106.65 92.77
Jun-97 105.70 113.15 93.51
Jul-97 108.97 118.22 101.40
Aug-97 108.71 127.62 100.47
Sep-97 118.20 120.47 103.83
Oct-97 115.00 127.07 96.72
Nov-97 117.49 122.83 103.90
Dec-97 120.26 128.51 106.54
Jan-98 119.62 130.72 105.73
Feb-98 117.59 132.17 107.64
Mar-98 119.70 141.70 108.41
Apr-98 115.80 148.96 115.05
May-98 114.99 150.45 120.87
Jun-98 114.21 147.87 127.27
Jul-98 106.80 153.87 116.16
Aug-98 96.72 152.24 111.46
Sep-98 102.19 130.23 119.30
Oct-98 100.30 138.57 126.50
Nov-98 101.78 149.84 122.93
Dec-98 99.21 158.92 126.26
Jan-99 97.14 168.08 124.08
Feb-99 94.86 175.11 120.09
Mar-99 94.43 169.67 117.31
Apr-99 103.39 176.45 126.92
May-99 105.66 183.29 129.14
Jun-99 103.95 178.96 128.53
Jul-99 100.64 188.89 123.13
Aug-99 99.36 182.99 122.31
Sep-99 95.59 182.09 117.38
Oct-99 93.24 177.10 113.98
Nov-99 91.72 188.30 111.07
Dec-99 94.63 192.13 115.35
Jan-00 94.94 203.45 119.61
Feb-00 93.81 193.22 117.26
Mar-00 96.89 189.57 127.69
Apr-00 103.40 208.11 137.98
May-00 104.42 201.85 140.37
Jun-00 107.10 197.71 142.09
Jul-00 116.46 202.58 145.23
Aug-00 111.73 199.42 143.03
Sep-00 115.29 211.80 148.75
Oct-00 110.30 200.62 144.09
Nov-00 111.71 199.77 147.66
Dec-00 119.58 184.02 160.78
Jan-01 120.83 184.92 159.91
Feb-01 118.90 191.48 152.26
Mar-01 120.05 174.02 156.45
Apr-01 122.91 163.00 162.80
May-01 125.89 175.67 158.10
Jun-01 133.27 176.84 175.19
Jul-01 130.62 172.54 175.84
Aug-01 135.40 170.84 180.23
Sep-01 129.77 160.15 182.41
Oct-01 126.06 147.21 186.45
Nov-01 133.00 150.02 189.15
Dec-01 136.24 161.53 189.98



Audit Committee Report

The Audit Committee of the Board of Directors of the Company is
responsible for providing objective oversight of the Company's financial
accounting and reporting functions, system of internal control and audit
process. The Audit Committee is composed of three directors, each of whom is
independent as defined under the listing standards of the New York Stock
Exchange. The Audit Committee operates under a written charter approved by the
Board of Directors. A copy of the Audit Committee Charter is attached to this
Proxy Statement as Appendix A.

Management of the Company is responsible for the Company's system of
internal control and its financial reporting process. The independent
accountants, PricewaterhouseCoopers LLP, are responsible for performing an
independent audit of the Company's consolidated financial statements in
accordance with auditing standards generally accepted in the United States of
America 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 independent accountants to review and discuss the December
31, 2001 consolidated financial statements. The Audit Committee also discussed
with the independent accountants the matters required by Statement on Auditing
Standards No. 61 (Communication with Audit Committees). The Audit Committee also
received written disclosures from the independent accountants required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), and the Audit Committee discussed with the independent accountants
that firm's independence.


14

Based upon the Audit Committee's discussions with management and the
independent accountants, and the Audit Committee's review of the representations
of management and the independent 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, 2001, to be filed with the SEC.

Equity Participation Plan

Description of Plan. The Company maintains its Stock Option Plan (the
"Stock Option Plan") and its 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 and other
key employees by offering them an opportunity to own Common Stock of the Company
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 grant or issue
"incentive" stock options and "non-qualified" stock options (within the meaning
of the Internal Revenue Code, the "Code"), that vest over time and are
exercisable at the "fair market value" of the Common Stock at the date of grant.
In addition, the Equity Participation Plan provides for the granting of deferred
stock ("Deferred Stock") to the Non-employee Directors of the Company. Deferred
Stock may be granted to Non-employee Directors in lieu of directors' fees which
would otherwise be payable to such Non-employees Directors, pursuant to such
policies as may be adopted by the Board from time to time. Unless otherwise
provided by the Board, a 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. The term of an award of
Deferred Stock shall be set by the Board in its sole discretion.

The Executive Compensation Committee has the authority under the Equity
Participation Plan to determine the terms of options granted under the Equity
Participation Plan, including, among other things, the individuals (who may be
employees, consultants or directors of the Company) who shall receive options,
the times when they shall receive them, whether an incentive stock option and/or
non-qualified option shall be granted, the number of shares to be subject to
each option and the date or dates each option shall become exercisable. The
Executive Compensation Committee also has the authority to grant options upon
the condition that the employee agrees to cancel all or a part of a previously
granted option and to amend or accelerate the vesting of previously granted
options.

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 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), the exercise price must be at least 110% of the fair market value on the
date of grant and the term cannot exceed five years. 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 750,000, 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 of the Company or any combination
thereof.

Option Grants. A maximum aggregate of 13,500,000 shares of the Company's
Common Stock have been reserved for issuance under the Stock Option Plan
(4,500,000 shares, all of which have been issued) and the Equity Participation
Plan (9,000,000 shares). Options to acquire 2,119,175, 1,347,637 and 1,198,575
shares were granted during 2001, 2000 and 1999 at weighted average exercise
prices of $30.71, $27.09 and $21.55 per share, respectively. A total of
5,909,353 options at a weighted average exercise price of $25.90 per share were
outstanding at December 31, 2001, and as of such date 3,293,846 shares were
available for future grant under the Equity Participation Plan.


15

401(k) Plan

The Company maintains a 401(k) retirement plan covering substantially
all officers and employees of the Company. The 401(k) plan permits participants
to defer up to a maximum of 10% 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. 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 tax. Withdrawals from the plan may only be made upon
termination of employment, or in connection with certain provisions of the
401(k) Plan that permit hardship withdrawals.

Certain Relationships and Related Transactions

Members of the Company's management hold investments in certain real
estate joint ventures or limited partnerships to which the Company is a party.
Such investments predate the Company's IPO and, in each case, the Company
controls or directs the management of the joint venture or limited partnership.
Any material future transactions involving these joint ventures or partnerships
require the approval of a majority of disinterested directors of the Company.
See "Compensation Committee Interlocks and Insider Participation".

Messrs. Kimmel and Cooper, Directors of the Company, are stockholders
of KC Holdings. See "Compensation Committee Interlocks and Insider
Participation".

Mr. Frank Lourenso, a Director of the Company, is also an Executive
Vice President of J.P. Morgan. The Company maintains its principal banking
relationship with J.P. Morgan. See "Compensation Committee Interlocks and
Insider Participation".

Mr. Joe Grills, a Director of the Company, is also a member of the
Investment Advisory Committee of NYSCRF. The Company has a joint venture
arrangement with NYSCRF. See "Compensation Committee Interlocks and Insider
Participation".

Mr. Paul Dooley, Manager of Real Estate Tax Administration and Insurance
of the Company, is the son of Mr. Richard G. Dooley, a director of the Company.
Mr. Paul Dooley was paid a cash salary in 2000 as an employee of the Company
that is commensurate with his position and was granted 10,000 options in 2001
pursuant to the Equity Participation Plan. In addition, Mr. Dooley was extended
loans in the amount of $49,983 in 2001, $36,960 in 2000 and $62,865 in 1999 to
supplement available margin loans and partially fund the purchase of 4,511
shares, 3,465 shares and 4,950 shares, respectively, of the Company's Common
Stock. The stock purchase loans are scheduled to be repaid over a term of two
years, however, the term may be extended at the discretion of the Board of
Directors. The amount outstanding as of April 1, 2002 was $135,324.

Mr. Patrick Flynn, Director of Real Estate of the Company, is the son
of Mr. Michael J. Flynn, Vice Chairman of the Board, President and Chief
Operating Officer of the Company. Mr. Patrick Flynn is also the President and a
director of Blue Ridge Real Estate/Big Boulder Corporation, an entity in which
the Company has a significant interest. Mr. Patrick Flynn was paid a cash salary
in 2001 as an employee of the Company that is commensurate with his position and
was granted 12,500 options in 2001 pursuant to the Equity Participation Plan.



16



Indebtedness of Management. The following table sets forth information
with respect to indebtedness of Directors and executive officers to the Company.




Largest
Aggregate
Indebtedness
Outstanding Amount
Name and During 2001 Purpose of Outstanding Interest Rate
Principal Position ($) Indebtedness ($) (13) (%)
------------------ ------------------- ------------ -------- ---

Michael J. Flynn
Vice Chairman of the
Board of Directors. 2,095,920 (1) Stock purchase 93,539 6.0
President and Chief
Operating Officer

Michael V. Pappagallo 664,218 (2) Stock purchase 686,901 6.0
Vice President -
Chief Financial Officer

David B. Henry 370,704 (3) Stock purchase 407,206 6.0
Vice Chairman of the
Board of Directors.
Chief Investment Officer

Glenn G. Cohen 273,742 (4) Stock purchase 303,352 6.0
Vice President - Treasurer

Patrick J. Callan, Jr. 147,538 (5) Stock purchase 141,628 6.0
Vice President - Leasing

Robert Nadler 96,478 (6) Stock purchase 139,798 6.0
President - Western Region

Bruce M. Kauderer 96,474 (7) Stock purchase 137,858 6.0
Vice President - Legal

Paul Weinberg 84,303 (8) Stock purchase 80,639 6.0
Vice President -
Human Resources

Jerald Friedman 50,000 (9) Stock purchase 95,330 6.0
Executive Vice President

Scott Onufrey 49,989 (10) Stock purchase 47,758 6.0
Vice President -
Investor Relations

Raymond Edwards 49,977 (11) Stock purchase 106,887 6.0
Vice President -
Retail Solutions

Mitchell Margolis 49,973 (12) Stock purchase 106,441 6.0
Vice President -
Chief Information Officer





17


(1) Represents (i) loans extended to Mr. Flynn during 1996 to fund the purchase
of 15,000 outstanding shares of the Company's Common Stock and in 1997,
1998 and 2000 to fund amounts associated with a previously granted
restricted stock award and (ii) loans extended during 1999, 2000, 2001 and
2002 to supplement available margin loans and partially fund the purchase
of 181,770 shares, 4,687 shares, 4,687 shares and 4,687 shares,
respectively, of the Company's Common Stock. The stock purchase loans are
scheduled to be repaid over a term of two years, however, the term may be
extended at the discretion of the Board of Directors. Mr. Flynn repaid a
substantial portion of these loans in March 2001.
(2) Loans extended during 1999, 2000, 2001 and 2002 to supplement available
margin loans and partially fund the purchase of 49,500 shares, 4,687
shares, 4,687 shares and 4,687 shares, respectively, of the Company's
Common Stock by Mr. Pappagallo. These stock purchase loans are scheduled to
be repaid over a term of two years, however, the term may be extended at
the discretion of the Board of Directors.
(3) Represents (i) loan associated with an unrestricted stock award of 37,500
shares; this loan which is collateralized by the shares of common stock
awarded is scheduled to be repaid over a term of five years and (ii) loans
extended during 2001 and 2002 to supplement available margin loans and
partially fund the purchase of 3,658 shares and 3,658 shares, respectively,
of the Company's Common Stock by Mr. Henry. These stock purchase loans are
scheduled to be repaid over a term of two years, however, the term may be
extended at the discretion of the Board of Directors.
(4) Loans extended during 1999, 2000, 2001 and 2002 to supplement available
margin loans and partially fund the purchase of 14,850 shares, 4,687
shares, 4,687 shares and 4687 shares, respectively, of the Company's Common
Stock by Mr. Cohen. These stock purchase loans are scheduled to be repaid
over a term of two years, however, the term may be extended at the
discretion of the Board of Directors.
(5) Loans extended during 1999, 2000 and 2001 to supplement available margin
loans and partially fund the purchase of 5,940 shares, 2,970 shares and
4,440 shares, respectively, of the Company's Common Stock by Mr. Callan.
These stock purchase loans are scheduled to be repaid over a term of two
years, however, the term may be extended at the discretion of the Board of
Directors.
(6) Loans extended during 2000, 2001 and 2002 to supplement available margin
loans and partially fund the purchase of 4,687 shares, 4,687 shares and
4,687 shares, respectively, of the Company's Common Stock by Mr. Nadler.
These stock purchase loans are scheduled to be repaid over a term of two
years, however, the term may be extended at the discretion of the Board of
Directors.
(7) Loans extended during 2000, 2001 and 2002 to supplement available margin
loans and partially fund the purchase of 4,687 shares, 4,687 shares and
4,594 shares, respectively, of the Company's Common Stock by Mr. Kauderer.
These stock purchase loans are scheduled to be repaid over a term of two
years, however, the term may be extended at the discretion of the Board of
Directors.
(8) Loans extended during 2000 and 2001 to supplement available margin loans
and partially fund the purchase of 3,465 shares and 4,511 shares,
respectively, of the Company's Common Stock by Mr. Weinberg. These stock
purchase loans are scheduled to be repaid over a term of two years,
however, the term may be extended at the discretion of the Board of
Directors.
(9) Loans extended during 2001 and 2002 to supplement available margin loans
and partially fund the purchase of 4,687 shares and 4,687 shares,
respectively, of the Company's Common Stock by Mr. Friedman. These stock
purchase loans are scheduled to be repaid over a term of two years,
however, the term may be extended at the discretion of the Board of
Directors.
(10) Loan extended during 2001 to supplement available margin loans and
partially fund the purchase of 4,687 shares of the Company's Common Stock
by Mr. Onufrey. These stock purchase loans are scheduled to be repaid over
a term of two years, however, the term may be extended at the discretion of
the Board of Directors.
(11) Loans extended during 2001and 2002 to supplement available margin loans and
partially fund the purchase of 3,258 shares and 3,258 shares, respectively,
of the Company's Common Stock by Mr. Edwards. These stock purchase loans
are scheduled to be repaid over a term of two years, however, the term may
be extended at the discretion of the Board of Directors.
(12) Loans extended during 2001and 2002 to supplement available margin loans and
partially fund the purchase of 3,680 shares and 3,680 shares, respectively,
of the Company's Common Stock by Mr. Margolis. These stock purchase loans
are scheduled to be repaid over a term of two years, however, the term may
be extended at the discretion of the Board of Directors.
(13) Indebtedness outstanding as of April 1, 2002.



18


Independent Public Accountants

PricewaterhouseCoopers LLP was engaged to perform the annual audit of the
books of account of the Company for the calendar year ended December 31, 2001.
There are no affiliations between the Company and PricewaterhouseCoopers LLP,
its partners, associates or employees, other than as pertain to its engagement
as independent auditors 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.

The following table provides information relating to the fees billed to
the Company by PricewaterhouseCoopers LLP for the year ended December 31, 2001:

Audit Fees (1) $ 210,000
Financial Information Systems
Design and Implementation $ 0
All Other Fees(2) $ 90,000

(1) Audit fees include all fees for services in connection with the
annual audit of the Company's fiscal 2001 financial statements
included in its annual report on Form 10-K and the review of the
financial statements included in the Company's quarterly reports on
Form 10-Q for the quarters ended March 31, 2001, June 30, 2001 and
September 30, 2001 and for the audit of the fiscal 2001 financial
statements of KIR, an entity in which the Company has a 43.3%
non-controlling limited partnership interest.
(2) Includes fees for (i) the audit of the Company's employee benefit
plan (ii) the consents and comfort letters in connection with two
equity offerings during 2001 and (iii) the compensation consulting
engagement in connection with the recommendation of a special
incentive award to Mr. Milton Cooper, Chairman of the Board and
Chief Executive Officer of the Company. The Audit Committee
discussed these services with PricewaterhouseCoopers LLP and
determined that their provision of these services is compatible
with maintaining PricewaterhouseCoopers LLP's independence.

The Audit Committee of the Board of Directors annually submits its
recommendation with respect to the engagement of independent public accountants
at the meeting of the full Board of Directors which takes place each year during
the Company's third fiscal quarter. PricewaterhouseCoopers LLP has been the
Company's independent public accountants since 1986. The Audit Committee of the
Board of Directors will review the appointment of PricewaterhouseCoopers LLP for
2002 later this year.

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, 2001, 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, 2001, all filing requirements were complied with by its
officers, directors, beneficial owners of more than ten percent of the Company's
stock and other persons subject to Section 16 of the Exchange Act.


19


Financial and Other Information. On October 24, 2001, the Company's
Board of Directors declared three-for-two split (the "Stock Split") of the
Company's Common Stock which was effected in the form of a stock dividend
payment on December 21, 2001 to stockholders of record on December 10, 2001. All
Common Stock share and per share data included in this Proxy Statement have been
adjusted to reflect this Stock Split.

Reference should be made to the Company's annual report on Form 10-K for
the year ended December 31, 2001, 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.

Stockholders' Proposals. Proposals of stockholders intended to be
presented at the Company's Annual Meeting of Stockholders to be held in 2002
must be received by the Company no later than January 3, 2003, in order to be
included in the Company's proxy statement and form of proxy relating to that
meeting. Such proposals must comply with the requirements as to form and
substance established by the SEC for such proposals in order to be included in
the proxy statement. A stockholder who wishes to make a proposal at the 2003
Annual Meeting without including the proposal in the Company's proxy statement
and form of proxy relating to that meeting must notify the Company by February
3, 2003. If the stockholder fails to give notice by this date, then the persons
named as proxies in the proxies solicited by the Board for the 2003 Annual
Meeting may exercise discretionary voting power with respect to any such
proposal.

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.

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.



20


Appendix A

KIMCO REALTY CORPORATION
AUDIT COMMITTEE CHARTER

Mission Statement and Organization

The Audit Committee of the Board of Directors will:

o Oversee the Company's accounting and financial reporting policies and
practices and system of internal control;
o Oversee the quality and objectivity of its financial statements and the
independent audit thereof; and
o Act as a liaison between the Company's independent auditors and its
full board of directors.

This Audit Committee shall consist entirely of members of the Board that are
free of any relationships that, in the opinion of the Board, would interfere
with the exercise of their independent judgment. The Audit Committee shall
consist of three members, each of whom shall have accounting or financial
management experience and expertise, as determined by the full Board in its
business judgment. One member shall serve as Committee Chair. The Audit
Committee will meet at least two times per year with special meetings called as
circumstances warrant, and shall meet annually with the Chief Financial Officer
of the Company. The Audit Committee will review and reassess the adequacy of
this charter on an annual basis.

The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and internal
control, and the independent auditor's responsibility to plan and carry out a
proper audit.

Roles and Responsibilities

o To recommend the selection, retention or termination of independent
auditors and to evaluate their independence;
o Meet with the Company's independent auditors, including private
meetings, as deemed necessary to:

- to review the arrangements for the annual audit and any
special audits;
- to discuss any matters of concern brought to their attention
relating to the Company's financial statements;
- consider the auditors' comments with respect to the
Company's financial policies, procedures and internal
accounting controls and management's responses thereto;
- to review the form of opinion the auditors propose to render
to the Board and shareholders; an
- to review the Company's quarterly financial results prior to
the public release and/or the Company's quarterly financial
statements prior to filing or distribution. The Committee
Chair may represent the full Committee for the review of the
quarterly statements.

o To receive reports concerning any changes in accounting principles or
practices proposed by management or the independent auditors;
o To review the fees charged by the independent auditors for audit and
non-audit services brought to the Committee's attention by management;
o To investigate improprieties or suspected improprieties in the
Company's operations; and
o Regularly update the Board of Directors with respect to the above and
other matters as the Committee may deem necessary or appropriate and
make appropriate recommendations.

The Committee shall have the resources and authority appropriate to discharge
its responsibilities, including the authority to retain special counsel and
other experts or consultants at the expense of the Company.













































































2740-PS-02

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KIMCO
REALTY CORPORATION


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Vote by Telephone
- -----------------

It's fast, convenient and immediate!
Call Toll-Free on a Touch-Tone Phone

Follow these four easy steps:

1. Read the accompanying Proxy Statement and Proxy Card.
2. Call the toll-free number 1-888-216-1368
3. Enter your Control Number located on your Proxy Card.
4. Follow the recorded instructions.

Your vote is important! Call 1-888-216-1368


- ----------------
Vote by Internet
- ----------------

It's fast, convenient, and your vote is immediately confirmed and posted.

Follow these four easy steps:

1. Read the accompanying Proxy Statement and Proxy Card.
2. Go to the Website https://www.proxyvotenow.com/kim
3. Enter your Control Number located on your Proxy Card.
4. Follow the instructions.

Your vote is important! Go to https://www.proxyvotenow.com/kim



Do not return your Proxy Card if you are voting by Telephone or Internet






----------------------------------



CONTROL NUMBER FOR
TELEPHONE OR INTERNET VOTING
----------------------------------

1-888-216-1368
CALL TOLL-FREE TO VOTE





DETACH PROXY CARD HERE IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET
- --------------------------------------------------------------------------------


/ / PLEASE MARK, SIGN, DATE AND /x/
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE. Votes must be indicated
(x) in Black or Blue ink.



This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted FOR the election of all nominees for director and in the discretion of the
Proxies upon such other business as may properly come before the Meeting. By
executing this proxy, the undersigned hereby revokes all prior proxies.



1. To elect Directors to serve for a term of one year and until their successors
are duly elected and qualify:



FOR all nominees / / WITHHOLD AUTHORITY to vote / / *EXCEPTIONS / /
listed below for all nominees listed
below


To change your address, please mark this box. / /


Nominees: (01) M. Kimmel, (02) M. Cooper, (03) R. Dooley, (04) J. Grills,
(05) D. Henry, (06) M. Flynn, and (07) F. Lourenso

(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below).

*Exceptions ____________________________________________________________________



2. To transact such other business as may properly come before the Meeting or
any adjournment(s) or postponement(s) thereof.







---------------------------------------------

SCAN LINE

---------------------------------------------


Please sign exactly as name appears at left. When
shares are held by joint tenants, both should
sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please sign
in corporate name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.



Date Share Owner sign here

------ ----------------------------------------


Co-Owner sign here

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KIMCO REALTY CORPORATION


P R O X Y


This Proxy is Solicited on Behalf of the Board of Directors


The undersigned hereby appoints Milton Cooper, Michael J. Flynn and
Bruce Kauderer as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all of the
shares of Common Stock of Kimco Realty Corporation held of record by the
undersigned on April 1, 2002, at the Annual Meeting of Stockholders to be held
on May 14, 2002, 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 Board of Directors recommends a vote (1) FOR all of the nominees
for director.

To vote FOR all of the nominees for director, just sign and date the
reverse side. No boxes need to be checked.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE





KIMCO REALTY CORPORATION
P.O. BOX 11212
NEW YORK, N.Y. 10203-0212

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