KIMCO REALTY CORP — Director's Dealing 2012

Feb 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KIMCO REALTY CORP (KIM)
CIK: 0000879101
Period of Report: 2012-02-16

Reporting Person: COOPER MILTON (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-16	Kimco Realty Corp. Common Stock par value $0.01 per share	A	33081	—	Acquired	10461196	Direct
2012-02-16	Kimco Realty Corp. Common Stock par value $0.01 per share	A	13325	—	Acquired	10474521	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-16	Performance Shares	$0	A	53300	Acquired	2012-12-31	Kimco Realty Corp. Common Stock par value $0.01 per share (53300)	Direct

Footnotes

F1: On February 17, 2011 the reporting person was granted a total of 43,300 performance shares, providing for the grant of shares of restricted stock in 2012 based on the Company's total stockholder return in 2011 relative to the Company's peer group and National Association of Real Estate Investment Trust Retail peers. Based on these performance critera for 2011, the reporting person was granted 33,081 shares of restricted stock.

F2: These shares vest 1/3 per year in 2013, 2014 and 2015.

F3: The shares issued are Restricted Stock. These shares vest 1/4 per year in 2013, 2014, 2015 and 2016.

F4: Each performance share award provides for the grant of shares of restricted stock in the year following the performance year based on the Company's total stockholder return in the performance year relative to the Company's peer group and the National Association of Real Estate Investment Trust Retail peers.

F5: The Company's Executive Compensation Committee will determine the amount of the performance shares vested after the performance year ends on 12/31/2012.