Item 1.01 Entry Into a Definitive Material Agreement.

On April 3, 2009, Kimco Realty Corporation ("Kimco") entered into an underwriting agreement (the "Underwriting Agreement") and a Terms Agreement (the "Terms Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and UBS Securities LLC as representatives of the several underwriters named therein (the "Underwriters"), pursuant to which Kimco agreed to sell to the Underwriters 91,500,000 shares of common stock, par value $.01 per share (the "Shares"). Additionally, Kimco granted to the Underwriters a 30-day option to purchase up to an additional 13,725,000 Shares to cover over-allotments, if any. The Shares were offered and sold pursuant to a prospectus supplement, dated April 3, 2009 and related prospectus, dated May 8, 2006, each filed with the Securities and Exchange Commission, relating to Kimco's shelf registration statement on Form S-3 (File No. 333-133908). Copies of the Underwriting Agreement and the Terms Agreement are attached hereto as Exhibit 1.1 and Exhibit 1.2, respectively, and are incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

Please refer to Exhibits 99.1 and 99.2, which are incorporated into this Item 7.01 by reference.

The information in this item shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any disclosure document relating to Kimco, except to the extent, if any, expressly set forth by specific reference in such filing.

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