KIMCO REALTY CORP — Director's Dealing 2013

Feb 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KIMCO REALTY CORP (KIM)
CIK: 0000879101
Period of Report: 2013-02-13

Reporting Person: COOPER MILTON (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-13	Common Stock	M	35924	—	Acquired	9841863	Direct
2013-02-13	Common Stock	A	12300	—	Acquired	9854163	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-13	Performance Shares	$0	M	35924	Disposed	2012-12-31	Common Stock (35924)	Direct
2013-02-13	Performance Shares	$0	D	17376	Acquired	2012-12-31	Common Stock (17376)	Direct
2013-02-13	Performance Shares	$0	A	49200	Acquired	2013-12-31	Common Stock (49200)	Direct

Footnotes

F1: On February 16, 2012 the reporting person was granted a total of 53,300 performance shares, providing for the grant of shares of restricted stock in 2013 based on the Company's total stockholder return in 2012 relative to the Company's peer group and National Association of Real Estate Investment Trust Retail peers. Based on these performance criteria for 2012, the reporting person was granted 35,924 shares of restricted stock and 17,376 performance shares were cancelled by the Company.

F2: These shares vest 1/3 per year in 2014, 2015 and 2016.

F3: The shares issued are Restricted Stock. These shares vest 1/4 per year in 2014, 2015, 2016 and 2017.

F4: Each performance share award provides for the grant 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 12/31/2013.