EX-1.(E) 4 b327026_ex1e.txt TERMS AGREEMENT Exhibit 1(e) KIMCO REALTY CORPORATION (a Maryland corporation) Common Stock TERMS AGREEMENT Dated: September 9, 2003 To: Kimco Realty Corporation 3333 New Hyde Park Road New Hyde Park, New York 11042-0020 Attention: Chairman of the Board of Directors Dear Sirs: We (the "Underwriter") understand that Kimco Realty Corporation, a Maryland corporation (the "Company"), proposes to issue and sell 2,400,000 shares of common stock, $.01 par value per share (the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriter named below offers to purchase the number of Underwritten Securities set forth below opposite its name, at the purchase price set forth below. Number of Shares of Underwritten Underwriter Securities ----------- ---------- Banc of America Securities LLC................................... 2,400,000 The Underwritten Securities shall have the following terms: Title of Securities: Common Stock, $.01 par value per share. Number of shares: 2,400,000 Public offering price per share: $41.20 Purchase price per share: $40.83 Black-out provisions: The Company has agreed with Banc of America Securities LLC not to offer, sell, contract to sell, hedge or otherwise dispose of, directly or indirectly, any of their shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock during the period commencing on the date of the Prospectus Supplement and ending on the 30th day after such date, without the prior written consent of Banc of America Securities LLC. Lock-up provisions: None Number of Option Securities, if any, that may be purchased by the Underwriter: 360,000 Delayed Delivery Contracts: Not authorized Additional co-managers, if any: None Other material terms: None Closing date and location: September 12, 2003, 10:00 a.m.; Goodwin Procter LLP, Exchange Place, Boston, Massachusetts, 02109 All of the provisions contained in the Underwriting Agreement attached as Annex A hereto are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than 7:00 P.M. (New York City time) on September 9, 2003 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, BANC OF AMERICA SECURITIES LLC By: /s/ Thomas M. Morrison --------------------------- Name: Thomas M. Morrison Title: Head of Equity Syndicate Accepted: KIMCO REALTY CORPORATION By: /s/ Glenn G. Cohen ----------------------- Name: Glenn G. Cohen Title: Vice President and Treasurer 2