On July 16, 2012, Kimco Realty Corporation, a Maryland corporation ("Kimco"), entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC (the "Underwriters"), pursuant to which Kimco agreed to sell to the Underwriters 9,000,000 Depositary Shares (the "Depositary Shares"), each representing 1/1000 of a Share of 5.50% Class J Cumulative Redeemable Preferred Stock, $1.00 par value per share. The Depositary Shares are being offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission ("SEC") pursuant to Kimco's shelf registration statement on Form S-3 (File No. 333-180833). A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein.

(d) Exhibits

Exhibit No.   Description
1.1           Underwriting Agreement, dated July 16, 2012, by and among Kimco Realty
              Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
              Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities,
              LLC.

5.1           Opinion of Venable LLP dated July 17, 2012, as to the legality of the
              Depositary Shares, par value $1.00 per share.