S-4

REGISTRATION NO. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

KIMCO REALTY CORPORATION
(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of incorporation or organization)

6798
(Primary Standard Industrial Classification Code Number)

13-2744380
(I.R.S. Employer Identification Number)

3333 New Hyde Park Road
New Hyde Park, New York 11042-0020
(516) 869-9000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Bruce Kauderer, Esq.
3333 New Hyde Park Road
New Hyde Park, New York 11042-0020
(516) 869-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Raymond Y. Lin, Esq.
Latham & Watkins LLP
885 Third Avenue
Suite 1000
New York, New York 10022

From time to time after the effective date of this registration statement as determined by market conditions
(Approximate date of commencement of proposed sale to the public)

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price (2)	Amount of registration fee (2)
Common stock, par value $.0l per share	2,635,046	not applicable	$110,342,551.25	$13,980.40

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

(1) The number of shares of Kimco Realty Corporation common stock being registered hereunder represents the maximum aggregate number of shares of common stock that may be issued to the limited partners of Kimco Westlake, L.P. by Kimco Realty Corporation pursuant to the Agreement of Limited Partnership of Kimco Westlake, L.P. dated as of October 22, 2002.

(2) Estimated solely for purposes of calculating the registration fee. Pursuant to Rule 457(c) under the Securities Act of 1933, the registration fee was based on $41.875, the average of the high and low prices per share of the common stock of Kimco Realty Corporation on the New York Stock Exchange on April 28, 2004.

The information in this prospectus is not complete and may be changed. The securities registered hereunder may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where such offer or sale is not permitted.

Subject to completion, dated April 30, 2004.

PROSPECTUS

KIMCO REALTY CORPORATION

OFFER TO EXCHANGE

2,635,046 SHARES OF ITS COMMON STOCK,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT,
FOR THE LIMITED PARTNERSHIP UNITS OF KIMCO WESTLAKE, L.P.

This prospectus relates to our potential issuance of up to 2,635,046 shares of our common stock from time to time in exchange for up to 2,383,080 Limited Partnership Units of Kimco Westlake, L.P., or the “limited partnership units.”

We will not receive any proceeds from the issuance of the shares in exchange for limited partnership units, but we will acquire limited partnership units related to a California limited partnership that owns a shopping center in Daly City, California tendered in exchange for shares of our common stock. The exchange of the limited partnership units for shares of our common stock pursuant to the exchange offer will be treated as a sale of the limited partnership units to us for U.S. federal income tax purposes.

Our common stock is traded on the New York Stock Exchange under the symbol “KIM.” We will make applications to list any shares of common stock exchanged for limited partnership units pursuant to this prospectus on the New York Stock Exchange. The last reported sale price of our common stock on the New York Stock Exchange on April 29, 2004 was $42.73 per share.

In addition, the specific terms of any exchange may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust, or REIT, for federal income tax purposes.

     Investing in our securities involves risks. See “Risk Factors” beginning on page 12.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete and any representation to the contrary is a criminal offense.

     The date of this Prospectus is ____, 20__.

We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus and the accompanying supplement to this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and the accompanying supplement to this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The information contained in this prospectus and the supplement to this prospectus is accurate as of the dates on their covers. When we deliver this prospectus or a supplement or make a sale pursuant to this prospectus or a supplement, we are not implying that the information is current as of the date of the delivery or sale.

TABLE OF CONTENTS
	Page
WHERE CAN YOU FIND MORE INFORMATION	1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	1
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	2
THE COMPANY	3
THE OFFERING	3
EXCHANGE OF LIMITED PARTNERSHIP UNITS	4
RISK FACTORS	12
USE OF PROCEEDS	15
PRO FORMA INFORMATION	16
DESCRIPTION OF COMMON STOCK	18
MATERIAL FEDERAL INCOME TAX CONSIDERATIONS	21
PLAN OF DISTRIBUTION	33
EXPERTS	34
LEGAL MATTERS	34

i

When used in this prospectus, “Kimco,” “the Company,” “we,” “us,” or “our” refers to Kimco Realty Corporation and its direct and indirect subsidiaries on a consolidated basis.

WHERE CAN YOU FIND MORE INFORMATION

We have filed with the U.S. Securities and Exchange Commission, or the “SEC,” a registration statement on Form S-4, the “exchange offer registration statement,” which term shall encompass all amendments, exhibits, annexes and schedules thereto, pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder, which we refer to collectively as the Securities Act, covering the common stock being offered. This prospectus does not contain all the information in the exchange offer registration statement. For further information with respect to Kimco Realty Corporation and the exchange offer, reference is made to the exchange offer registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance reference is made to the copy of that contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by that reference and the exhibits and schedules thereto. For a more complete understanding and description of each contract, agreement or other document filed as an exhibit to the exchange offer registration statement, we encourage you to read the documents contained in the exhibits.

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.

You may also obtain copies of our SEC filings at prescribed rates by writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information on the operations at the public reference room. Our SEC filings are also available at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

For further information about us, the exchange offer and the securities offered by this prospectus, you should refer to the registration statement and such exhibits and schedules which may be obtained from the SEC at its principal office in Washington, D.C. upon payment of any fees prescribed by the SEC.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The documents listed below have been filed by us under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), with the SEC and are incorporated by reference in this prospectus:

• Annual Report on Form 10-K for the year ended December 31, 2001;

• Annual Report on Form 10-K for the year ended December 31, 2002;

• Annual Report on Form 10-K for the year ended December 31, 2003; and

• Definitive proxy statement filed on March 29, 2004.

We are also incorporating by reference into this prospectus all documents that we have filed or will file with the SEC as prescribed by Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act since the date of this prospectus and prior to the termination of the exchange offer.

This means that important information about us appears or will appear in these documents and will be regarded as appearing in this prospectus. To the extent that information appearing in a document filed later is inconsistent with prior information, the later statement will control and the prior information, except as modified or superseded, will no longer be a part of this prospectus.

Copies of all documents which are incorporated by reference in this prospectus (not including the exhibits to such information, unless such exhibits are specifically incorporated by reference) will be provided without charge to each person, including any beneficial owner of the securities offered by this prospectus, to whom this prospectus is delivered, upon written or oral request. Requests should be directed to our secretary, 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020 (telephone number: (516) 869-9000). To obtain timely delivery of any copies of filings requested, please write or telephone. You may also obtain copies of these filings, at no cost, by accessing our website at http://www.kimcorealty.com; however, the information found on our website is not considered part of this prospectus.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the documents that we incorporate by reference, contains certain historical and forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect actual results, performances or achievements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) changes in general economic and local real estate conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or general downturn in their business, (iii) financing risks, such as the inability to obtain equity or debt financing on favorable terms, (iv) changes in governmental laws and regulations (including changes to laws governing the taxation of REITs), (v) the level and volatility of interest rates, (vi) the availability of suitable acquisition opportunities and (vii) increases in operating costs. The forward-looking statements included in this prospectus are made only as of the date of this prospectus and we undertake no obligation to publicly update these forward-looking statements to reflect new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur. Accordingly, there is no assurance that our expectations will be realized.

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THE COMPANY

Overview

We began operations through a predecessor in 1966, and today are one of the nation’s largest publicly-traded owners and operators of neighborhood and community shopping centers (measured by gross leasable area, which we refer to as “GLA”).

As of April 23, 2004, we owned interests in 695 properties, including:

• 619 neighborhood and community shopping centers;

• 33 retail store leases;

• 33 ground up development projects; and

• 10 parcels of undeveloped land.

These properties have a total of approximately 102.0 million square feet of GLA and are located in 41 states, Canada and Mexico. In the opinion of management, our properties are adequately insured.

Our ownership interests in real estate consist of our consolidated portfolio and in portfolios in which we own an economic interest, such as; Kimco Income REIT, the RioCan Venture, Kimco Retail Opportunity Portfolio and other properties or portfolios where we also retain management. We believe our portfolio of neighborhood and community shopping center properties is the largest (measured by GLA) currently held by any publicly-traded REIT.

We believe that we have operated, and we intend to continue to operate, in such a manner to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). We are a self-administered REIT and manage our properties through present management, which has owned and managed neighborhood and community shopping centers for more than 40 years. We have not engaged, nor do we expect to retain, any external advisors in connection with the operation of our properties. Our executive officers are engaged in the day-to-day management and operation of our real estate exclusively, and we administer nearly all operating functions for our properties, including leasing, legal, construction, data processing, maintenance, finance and accounting. Our executive offices are located at 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020 and our telephone number is (516) 869-9000.

In order to maintain our qualification as a REIT for federal income tax purposes, we are required to distribute at least 90% of our net taxable income, excluding capital gains, each year. Dividends on any preferred stock issued by us are included as distributions for this purpose. Historically, our distributions have exceeded, and we expect that our distributions will continue to exceed, our net taxable income each year. A portion of such distributions may constitute a return of capital. As a result of the forgoing, our consolidated net worth may decline. We however, do not believe that consolidated stockholders’ equity is a meaningful reflection of net real estate values.

Other Information

We may invest in the securities of any one issuer without limitation and we have no limitations on the percentage of our assets that may be invested in any one type of investment. We do not intend to invest our assets in a manner that would require us to register as an “investment company” under the Investment Company Act of 1940. Our policies with respect to these activities and other investing activities may be reviewed and modified from time to time by our Board of Directors without the vote of our stockholders.

We currently do not intend to underwrite the securities of other issuers and, accordingly, have no specific policy with respect to the foregoing.

THE OFFERING

This prospectus relates to Kimco’s potential issuance of up to 2,635,046 shares of our common stock to holders of limited partnership units in Kimco Westlake, L.P., or “Kimco-Westlake”, a California limited partnership, in exchange for the limited partnership units tendered by the limited partners of Kimco-Westlake. This registration statement does not necessarily mean that we will issue any shares of our common stock or that, to the extent that we elect to issue any shares of our common stock, the limited partners that exchange their limited partnership units for our common stock subsequently will offer or sell any of the shares of our common stock.

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The limited partnership units were issued to the limited partners in connection with the formation of Kimco-Westlake. Pursuant to the Kimco-Westlake partnership agreement, the limited partners have the right to exchange their units, at the general partner’s option, for our common stock or cash. We own and control the general partner.

The number of shares of Kimco common stock a limited partner will be entitled to receive upon tendering units will depend upon the market price of our stock measured over several days before the exchange. If we elect to exchange the limited partnership units for shares of our common stock, as of March 31, 2004, the holders of limited partnership units (other than Kimco) would be entitled to, in the aggregate, 2,383,080 shares representing 2.0% of our total outstanding shares of common stock on a fully-diluted basis.

Instead of issuing common stock upon the exchange of limited partnership units, we may, at our option, deliver cash in an amount equal to the value of the number of shares of our common stock the tendering limited partner would have otherwise received as well as the amount of any preferred return on the units that is accrued and unpaid at the time of the exchange.

The terms and conditions associated with the exchange of units are more fully described below in this prospectus under the heading “Exchange of Limited Partnership Units.”

EXCHANGE OF LIMITED PARTNERSHIP UNITS

The following description of the exchange rights of limited partners of Kimco Westlake, L.P. is a summary of the exchange provisions of the Agreement of Limited Partnership of Kimco Westlake, L.P. dated as of October 22, 2002 (the “Partnership Agreement”). This description does not restate the Partnership Agreement in its entirety. We urge you to read the Partnership Agreement because it, and not this description, defines the rights of Kimco-Westlake’s limited partners. We have filed a copy of the Partnership Agreement as an exhibit to the registration statement that includes this prospectus.

Terms of Exchange

As of October 22, 2003, each limited partner has the right, upon providing a notice of exchange, to require Kimco-Westlake to acquire all or a portion of the Kimco-Westlake limited partnership units it holds in exchange for cash or, at our election, to transfer to us such units in exchange for shares of our common stock. As of April 29, 2004, the date of this prospectus, the limited partners (other than Kimco) own an aggregate of 2,383,080 limited partnership units.

Upon exchange, a tendering limited partner will receive at our election, either (1) that number of shares of our common stock determined by multiplying the number of limited partnership units, and any Additional Units (as defined in the Partnership Agreement), tendered by an exchange factor included in the provisions of the Partnership Agreement or (2) an amount of cash equal to the value of such shares of our common stock, such value to be determined as provided in the Partnership Agreement, plus, any preferred returns accrued on limited partner units, but not yet paid. If we elect to deliver cash in lieu of all or any portion of our common stock, the market value of those shares will be equal to the average of the closing trading price of our common stock for the twenty trading days ending on the trading day immediately prior to the day on which we receive notification from the limited partner of its intention to effect an exchange.

Our acquisition of the limited partnership units will be treated as a sale of the limited partnership units to us for federal income tax purposes. See “Material Federal Income Tax Considerations—Tax Consequences of Exchange of Units.”

A limited partner effecting an exchange of all or a portion of its limited partnership units must deliver to Kimco a “Notice of Exchange”, substantially in the form of Exhibit B to the Partnership Agreement. A limited partner has the right to receive the number of shares of our common stock in an amount determined as described in the Partnership Agreement and as summarized above. Common stock received in an exchange shall be delivered on the terms provided in the Partnership Agreement and as duly authorized, validly issued, fully paid and non-assessable shares, free of any pledge, lien, encumbrance or restriction, other than those provided in Kimco’s charter and bylaws, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such shares into which the limited partner has entered.

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We will not be obligated to effect an exchange of tendered limited partnership units if the issuance of our common stock to the tendering limited partner would cause us to fail to qualify as a REIT or violate the terms of our charter.

Comparison of Ownership of Limited Partnership Units and Common Stock

Generally, the nature of an investment in our common stock is similar in several respects to an investment in limited partnership units. Nevertheless, there are also differences between ownership of limited partnership units and ownership of our common stock, some of which may be material to investors.

The information below highlights a number of the significant differences between the Kimco-Westlake limited partnership and us, relating to, among other things, form of organization, management control, voting rights, compensation and fees, investor rights, liquidity and federal income tax considerations. These comparisons are intended to assist Kimco-Westlake’s limited partners in understanding how their investment will be changed if they exchange their units and receive shares of our common stock.

This discussion is a summary and is not a complete discussion of these matters. You should carefully review the balance of this prospectus and the registration statement (of which this prospectus is a part) for additional important information about us.

Form of Organization and Assets
Owned—Kimco-Westlake

Kimco-Westlake is a California limited partnership. As of April 29, 2004, Kimco-Westlake owned a shopping center, commonly known as Westlake Shopping Center, in Daly City, California.

Form of Organization and Assets
Owned—Kimco

Kimco is a Maryland corporation. Kimco has elected to be taxed as a REIT under the Code. We believe we have been organized and operated in a manner that allows us to qualify for taxation as a REIT and we intend to continue to operate in this manner. As of April 23, 2004, Kimco’s portfolio of properties consisted of:

• 619 neighborhood and community shopping centers;

• 33 retail store leases;

• 33 ground up development projects; and

• 10 parcels of undeveloped land;

comprising a total of approximately 102.0 million square feet of leasable space located in 41 states, Canada and Mexico.

Purpose—Kimco–Westlake

Kimco-Westlake’s purpose is to own, lease, operate, maintain, repair, develop, redevelop, finance, sell or exchange and otherwise deal with the Westlake Shopping Center (or any successor property(ies)) and to carry on other business typical for an owner or operator of real property with respect to the Westlake Shopping Center.

Purpose—Kimco

Under our charter and bylaws, Kimco may engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland.

Additional Equity—Kimco-Westlake

Kimco-Westlake may only issue additional partnership interests to the general partner or us, in our capacity as limited partner, in exchange for additional capital contributions to the extent such additional capital contributions are necessary to meet Kimco-Westlake’s capital requirements. The limited partners have no preemptive or similar rights with respect to any additional capital contributions.

Additional Equity—Kimco

Subject to applicable New York Stock Exchange rules and regulations, our board of directors may issue, in its discretion, additional shares of stock; provided, that the total number of shares issued does not exceed the authorized number of shares of stock in our charter (currently, 310,600,000 shares, including 200,000,000 shares of common stock).

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Management Control—Kimco-Westlake

All management powers over the business and affairs of Kimco-Westlake are vested in its general partner. No limited partner has any right to participate in or exercise control or management power over the business and affairs of Kimco-Westlake, except for certain actions that require the consent of the limited partners. Kimwest 186, Inc. may not be removed as general partner, with or without cause, except with Kimwest 186, Inc.’s consent.

Management Control—Kimco

Our business and affairs are managed and under the direction of our Board of Directors.

Fiduciary Duties—Kimco-Westlake

Under California law, the general partner is accountable to Kimco-Westlake and the other partners as a fiduciary and, consequently, is required to exercise the duty of loyalty and the duty of care consistent with the obligation of good faith and fair dealing. The Kimco-Westlake partnership agreement generally provides that neither the general partner, nor any of its directors or officers will be liable for monetary damages to Kimco-Westlake or any limited partner for losses sustained, or liabilities incurred as a result of errors in judgment or for any act or omission if the general partner or such officer or director acted in good faith. The general partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and the general partner will not be liable for any loss, liability, damage, cost or expense, including, without limitation, attorneys’ fees and disbursements, resulting from any act taken or omitted to be taken in good faith in reliance upon the opinion of such Persons as to matters which such general partner reasonably believes to be within such person’s professional or expert competence.

Standard of Conduct—Kimco

Under Maryland law, members of our board of directors have a statutory standard of conduct which requires each director to perform his or her duties in good faith, in a manner that he or she reasonably believes to be in the best interests of Kimco and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Directors of Kimco who act in such a manner generally will not be liable to us.

Management Liability and
Indemnification—Kimco-Westlake

Kimco-Westlake has agreed to indemnify the general partner and any director, officer or partner, or shareholder of the general partner from and against all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements and other amounts incurred in connection with any actions that relate to Kimco-Westlake or its business, affairs, properties or operations, or to indebtedness or obligations of Kimco-Westlake in which the general partner, or the general partner’s directors, officers, partner or shareholder is involved, unless (1) the act or omission of the general partner, or such directors, officers partners or shareholders, was material to the matter giving rise to the proceedings and was either committed in intentional bad faith or was the result of active and deliberate dishonesty, (2) the general partner, or such directors, officers partners or shareholders, actually received an improper and unpermitted personal benefit, or (3) in the case of any criminal proceeding, the general partner, or such directors , officers partners or shareholders, had reasonable cause to believe the act was unlawful. Kimco-Westlake will reimburse the reasonable expenses incurred by the general partner, or such directors, officers partners or shareholders of the general partner, in advance of the final disposition of the proceeding. No partner of Kimco-Westlake, including the general partner, is obligated to make capital contributions to enable Kimco-Westlake to fund these indemnification obligations.

Management Liability and
Indemnification—Kimco

Under Maryland law, a Maryland corporation may include in its charter a provision limiting the liability of directors and officers to the corporation and its stockholders for money damages, except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment and which is material to the cause of action. Our charter contains a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law.

Our charter authorizes us, to the maximum extent permitted by Maryland law, to obligate Kimco to indemnify any present or former director or officer or any individual who, while a director of Kimco and at the request of Kimco, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim or liability to which that individual may become subject or which that individual may incur by reason of his or her status as a present or former director or officer of the Kimco and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. Our Bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify any present or former director or officer or any individual who, while a director or officer of the Kimco and at our request, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee and who is made a party to the proceeding by reason of his service in that capacity from and against any claim or liability to which that individual may become subject or which that individual may incur by reason of his or her status as a present or former director or officer of Kimco and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding.

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Our charter and bylaws also permit Kimco, with approval of its board of directors, provide such indemnification to a person who served a predecessor of Kimco in such capacity described above and to any employee or agent of Kimco or a predecessor of Kimco.

Maryland law requires a corporation (unless its charter provides otherwise, which Kimco’s charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he is made a party by reason of his service in that capacity and permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

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Anti-takeover Provisions—Kimco-Westlake

Except in limited circumstances, the general partner has exclusive management power over the business and affairs of Kimco-Westlake. Accordingly, the general partner may hinder the ability of Kimco-Westlake to engage in a merger transaction or other business combination. The general partner may not be removed as general partner by the other partners, with or without cause, unless the general partner consents to such removal. A limited partner may generally transfer all or any portion of its partnership interest in Kimco-Westlake only with the consent of the general partner, such consent not to be unreasonably withheld. Limited partners may transfer their interest in Kimco-Westlake in limited circumstances, including transfers to certain family members, trusts, other limited partners, as a pledge to a lending institution and, if the limited partner is not a natural person, to its stockholders, partners or owners. The transfer restrictions of Kimco-Westlake limited partnership interests are complex and the Kimco-Westlake partnership agreement should be reviewed in its entirety by a qualified advisor prior to the taking of an investment decision.

Anti-takeover Provisions—Kimco

Our charter and bylaws contain provisions that may have the effect of delaying or discouraging a proposal for the acquisition of Kimco or the removal of incumbent management. These provisions include, among others, provisions designed to avoid concentration of share ownership in a manner that would jeopardize our status as a REIT under the Code.

The Maryland General Corporation Law (“MGCL”) provides protection for Maryland corporations against unsolicited takeovers by protecting the board of directors with regard to actions taken in a takeover context. The MGCL provides that the duties of directors will not require them to:

• accept, recommend or respond to any proposal by a person seeking to acquire control;

• make a determination under the Maryland Business Combination Act or the Maryland Control Share Acquisition Act, as described below;

• elect to be subject to any or all of the “elective provisions” described below; or

• act or fail to act solely because of (i) the effect the act or failure to act may have on an acquisition or potential acquisition of control or (ii) the amount or type of consideration that may be offered or paid to stockholders in an acquisition.

The MGCL also establishes a presumption that the act of a director satisfies the required standard of conduct and an act of a director relating to or affecting an acquisition or a potential acquisition of control is not subject to a higher duty or greater scrutiny than is applied to any other act of a director. This provision creates a Maryland rule which is less exacting than case law in many other jurisdictions, which generally imposes an enhanced level of scrutiny when a board implements anti-takeover measures in a change of control context and shifts the burden of proof to the board to show that the defensive mechanism adopted by a board is reasonable in relation to the threat posed.

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Voting Rights—Kimco-Westlake

Under the Partnership Agreement, limited partners have voting rights only as to specified matters including, (1) amending or terminating the Partnership Agreement, except in limited circumstances, (2) confessing a judgment against Kimco-Westlake, (3) instituting proceedings in bankruptcy on behalf of Kimco-Westlake, making a general assignment for the benefit of creditors, or appointing or acquiescing to the appointment of any receiver, transferor, assignor, liquidation, or other similar official for the assets of Kimco-Westlake, (4) approving the transfer of the general partner’s interest to any person or entity other than Kimco-Westlake or another entity which is a qualified REIT subsidiary or taxable REIT subsidiary of ours, (5) admitting any additional or substitute general partners, and (6) admitting any additional partners.

Voting Rights—Kimco

Kimco’s directors are elected at the annual meeting of stockholders and serve one year terms with the exception that vacancies on the board are filled by a majority vote of Kimco’s directors, and directors so appointed serve until the next annual meeting of stockholders.

A Maryland corporation generally cannot dissolve, amend its charter, merge, sell all or substantially all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business, unless approved by the affirmative vote of stockholders holding at least two thirds of the shares entitled to vote on the matter. However, a Maryland corporation may provide in its charter for approval of these matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter. Our charter does not provide for a lesser percentage in these situations.

Amendment of the Partnership
Agreement—Kimco-Westlake

Kimco-Westlake’s partnership agreement may be amended with the consent of the limited partners, other than us, holding a majority of the limited partner interests, exclusive of the limited partner interests held by us. The general partner may amend the partnership agreement without the consent of the limited partners if the purpose or the effect of such amendment is to add to the obligations of the general partner or surrender any right or power granted to the general partner or to reflect the admission, substitution, termination or withdrawal of partners. Notwithstanding the foregoing, no amendment will be adopted if it would convert a limited partner interest into a general partner interest, increase the liability of a limited partner, alter (subject to certain exceptions) any of the rights of the partners to distributions, alter or modify exchange rights, cause the early termination of Kimco-Westlake or modify the amendment provisions of the Partnership Agreement, in each case without the consent of each limited partner adversely affected thereby.

Amendment of the Charter—Kimco

Under Maryland law, most amendments to Kimco’s charter must be approved by the board of directors and by the vote of at least two-thirds of the votes entitled to be cast at a meeting of stockholders.

Vote Required to Dissolve—Kimco-Westlake

Kimco-Westlake will dissolve at the expiration of its term or upon (1) an election by the general partner, provided the consent of limited partners holding 50% of the limited partner interests, exclusive of the limited partner interests held by us, is obtained, (2) except in connection with a tax-free exchange, the sale, disposition, exchange or transfer of all or substantially all of the properties owned by Kimco-Westlake, (3) an event of withdrawal of the general partner unless the holders of a majority of the limited partners, other than us, agree to continue the partnership, or (4) a judicial decree of dissolution.

Vote Required to Dissolve—Kimco

Under Maryland law, a dissolution must be approved by our board of directors and by a vote of at least two-thirds of the outstanding common stock of Kimco.

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Compensation, Fees and Distributions—Kimco-Westlake

Kimco is a limited partner of Kimco-Westlake and Kimco-Westlake’s general partner is a wholly owned subsidiary of Kimco. The general partner and Kimco, in its capacity as a limited partner, generally receive allocations and distributions in amounts that are dependent upon the financial performance of Kimco-Westlake. In addition, under the Kimco-Westlake partnership agreement, the general partner is also compensated for its services rendered to Kimco-Westlake.

Compensation, Fees and Distributions—Kimco

Our officers and outside directors receive compensation for their services as more fully described in the Proxy Statement incorporated by reference into this prospectus.

Liability of Investors—Kimco-Westlake

Subject to any written agreements entered into by the limited partners, under the Kimco-Westlake partnership agreement and California law, the liability of the limited partners for the debts and obligations of Kimco-Westlake is generally limited to the amount of their investment in Kimco-Westlake, together with their interest in any undistributed income.

Liability of Investors—Kimco

Under Maryland law, our stockholders generally are not personally liable for Kimco’s debts or obligations.

Liquidity—Kimco-Westlake

Limited partners may generally transfer their limited partnership units only with the consent of the general partner, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, within fifteen business days of receiving written notice of a proposed transfer, the general partner may purchase any or all of the limited partnership units being transferred by the transferring limited partner under the same terms, and for the same consideration, as the proposed transfer. Also see “—Anti-takeover Provisions—Kimco-Westlake” above.

Liquidity—Kimco

Shares of our common stock issued pursuant to this prospectus will be freely transferable, subject to the restrictions on ownership contained in our charter and the prospectus delivery and other requirements of the Securities Act.

Our common stock is listed on the New York Stock Exchange. The breadth and strength of this secondary market will depend, among other things, upon the number of shares outstanding, our financial results and prospects, the general interest in our and other real estate investments, and our dividend yield compared to that of other debt and equity securities.

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Taxes—Kimco-Westlake

Kimco-Westlake itself is not subject to federal income taxes. Instead, each holder of limited partnership units includes its allocable share of Kimco-Westlake’s taxable income or loss in determining its individual federal income tax liability. Cash distributions from Kimco-Westlake are not taxable to a holder of limited partnership units except to the extent they exceed such holder’s basis in its interest in Kimco-Westlake, which will include such holder’s allocable share of Kimco-Westlake’s non-recourse debt.

Depending on facts that are particular to each limited partner, a limited partner’s allocable share of income or loss from Kimco-Westlake may be subject to “passive activity” limitations. Under the “passive activity” rules, a limited partner’s allocable share of income from Kimco-Westlake that is considered “passive” generally can be offset against a limited partner’s income and loss from other investments that constitute “passive activities,” and a limited partner’s allocable share of loss from Kimco-Westlake that is considered “passive” generally may be offset only against a limited partner’s income from other investments that constitute “passive activities.”

Limited partners are required, in some cases, to file state income tax returns and/or pay state income taxes in the states in which Kimco-Westlake owns property, even if they are not residents of those states.

Taxes—Kimco

Distributions made by us to our taxable domestic stockholders out of current or accumulated earnings and profits generally will be taken into account by them as ordinary income. Distributions that are designated as capital gain dividends generally will be taxed as gains from the sale or disposition of a capital asset at a rate of 15% or 25%. Distributions in excess of current or accumulated earnings and profits (other than capital gain dividends) will be treated as a non-taxable return of basis to the extent of a stockholder’s adjusted basis in its common stock, with the excess taxed as capital gain. See “Material Federal Income Tax Considerations.”

Dividends paid by us will not be treated as income from “passive activities” and cannot be offset with losses from “passive activities.”

Stockholders who are individuals generally will not be required to file state income tax returns and/or pay state income taxes outside of their state of residence with respect to our operations and distributions. Kimco may be required to pay state income taxes in certain states.

Regulatory Approvals

Other than the federal securities laws, there are no federal or state regulatory requirements that we must comply with and there are no approvals that we must obtain in connection with the exchange offer.

Accounting Treatment

[TO BE DETERMINED]

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RISK FACTORS

You should carefully consider the following risks and all of the information set forth in this prospectus before participating in the exchange offer. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business operations. Any of the following risks could materially adversely affect our business, financial condition or results of operations.

Loss of our tax status as a real estate investment trust would have significant adverse consequences to us and the value of our securities.

We elected to be taxed as a REIT for federal income tax purposes under the Code commencing with our taxable year beginning January 1, 1992. We currently intend to operate so as to qualify as a REIT and believe that our current organization and method of operation comply with the rules and regulations promulgated under the Code to enable us to qualify as a REIT.

Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. For example, in order to qualify as a REIT, at least 95% of our gross income in any year must be derived from qualifying sources, and we must satisfy a number of requirements regarding the composition of our assets. Also, we must make distributions to stockholders aggregating annually at least 90% of our net taxable income, excluding capital gains. In addition, new legislation, regulations, administrative interpretations or court decisions could significantly change the tax laws with respect to qualification as a REIT, the federal income tax consequences of such qualification or the desirability of an investment in a REIT relative to other investments. Although we believe that we are organized and have operated in such a manner, we can give no assurance that we have qualified or will continue to qualify as a REIT for tax purposes.

If we lose our REIT status, we will face serious tax consequences that will substantially reduce the funds available to make payment of principal and interest on the debt securities we issue and to pay dividends to our stockholders. If we fail to qualify as a REIT:

• we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates;

• we also could be subject to the federal alternative minimum tax and possibly increased state and local taxes; and

• unless we are entitled to relief under statutory provisions, we could not elect to be subject to tax as a REIT for four taxable years following the year during which we were disqualified.

In addition, if we fail to qualify as a REIT, we would not be required to make distributions to stockholders.

As a result of all these factors, our failure to qualify as a REIT also could impair our ability to expand our business and raise capital, and would adversely affect the value of our securities.

U.S. federal income tax law developments could affect the desirability of investing in our common stock because of our REIT status.

In May 2003, legislation was enacted that reduces the maximum tax rate of non-corporate taxpayers for capital gains generally from 20% to 15% (from May 6, 2003 through 2008) and for dividends payable to non-corporate taxpayers generally from 38.6% to 15% (from January 1, 2003 through 2008). In general, dividends payable by REITs are not eligible for such treatment except in limited circumstances which we do not contemplate. However, the recent legislation reduces the maximum tax rate of non-corporate taxpayers on ordinary income from 38.6% to 35%.

Although this legislation does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable treatment of regular corporate dividends could cause investors who are individuals to consider stocks of other corporations that pay dividends as more attractive relative to stocks of REITs. It is not possible to predict whether this change in perceived relative value will occur, or what the effect will be on the market price of our stock.

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Adverse market conditions and competition may impede our ability to generate sufficient income to pay expenses and maintain properties.

The economic performance and value of our properties are subject to all of the risks associated with owning and operating real estate including:

• changes in the national, regional and local economic climate;

• local conditions, including an oversupply of space in properties like those that we own, or a reduction in demand for properties like those that we own;

• the attractiveness of our properties to tenants;

• the ability of tenants to pay rent;

• competition from other available properties;

• changes in market rental rates;

• the need to periodically pay for costs to repair, renovate and re-let space;

• changes in operating costs, including costs for maintenance, insurance and real estate taxes;

• the fact that the expenses of owning and operating properties are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the properties; and

• changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes.

Downturns in the retailing industry likely will have a direct impact on our performance.

Our properties consist primarily of community and neighborhood shopping centers and other retail properties. Our performance therefore is linked to economic conditions in the market for retail space generally. The market for retail space has been or could be adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some large retailing companies, the ongoing consolidation in the retail sector, the excess amount of retail space in a number of markets, and increasing consumer purchases through catalogues and the internet. To the extent that any of these conditions occur, they are likely to impact market rents for retail space.

Failure by any anchor tenant with leases in multiple locations to make rental payments to us, because of a deterioration of its financial condition or otherwise, could impact our performance.

Our performance depends on our ability to collect rent from tenants. At any time, our tenants may experience a downturn in their business that may significantly weaken their financial condition. As a result, our tenants may delay a number of lease commencements, decline to extend or renew leases upon expiration, fail to make rental payments when due, close stores or declare bankruptcy. Any of these actions could result in the termination of the tenant’s leases and the loss of rental income attributable to the terminated leases. In addition, lease terminations by an anchor tenant or a failure by that anchor tenant to occupy the premises could result in lease terminations or reductions in rent by other tenants in the same shopping centers under the terms of some leases. In that event, we may be unable to re-lease the vacated space at attractive rents or at all. The occurrence of any of the situations described above, particularly if it involves a substantial tenant with leases in multiple locations, could impact our performance.

We may be unable to collect balances due from any tenants in bankruptcy.

We cannot assure you that any tenant that files for bankruptcy protection will continue to pay us rent. A bankruptcy filing by or relating to one of our tenants or a lease guarantor would bar all efforts by us to collect pre-bankruptcy debts from the tenant or the lease guarantor, or their property, unless we receive an order permitting us to do so from the bankruptcy court. A tenant or lease guarantor bankruptcy could delay our efforts to collect past due balances under the relevant leases, and could ultimately preclude collection of these sums. If a lease is assumed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must be paid to us in full. However, if a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages. Any unsecured claim we hold may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims, and there are restrictions under bankruptcy laws which limit the amount of the claim we can make if a lease is rejected. As a result, it is likely that we will recover substantially less than the full value of any unsecured claims we hold.

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Real estate property investments are illiquid, and therefore we may not be able to dispose of properties when appropriate or on favorable terms.

Real estate property investments generally cannot be disposed of quickly. In addition, the Code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms.

We do not have exclusive control over our joint venture investments, so we are unable to ensure that our objectives will be pursued.

We have invested in some cases as a co-venturer or partner in properties, instead of owning directly. These investments involve risks not present in a wholly owned ownership structure. In these investments, we do not have exclusive control over the development, financing, leasing, management and other aspects of these investments. As a result, the co-venturer or partner might have interests or goals that are inconsistent with our interests or goals, take action contrary to our interests or otherwise impede our objectives. The co-venturer or partner also might become insolvent or bankrupt.

Our financial covenants may restrict our operating and acquisition activities.

Our revolving credit facility and the indenture under which our senior unsecured debt is issued contain certain financial and operating covenants, including, among other things, certain coverage ratios, as well as limitations on our ability to incur secured and unsecured debt, make dividend payments, sell all or substantially all of our assets and engage in mergers and consolidations and certain acquisitions. These covenants may restrict our ability to pursue certain business initiatives or certain acquisition transactions. In addition, failure to meet any of the financial covenants could cause an event of default under and/or accelerate some or all of our indebtedness, which would have a material adverse effect on us.

We may be subject to environmental regulations.

Under various federal, state, and local laws, ordinances and regulations, we may be considered an owner or operator of real property and may be responsible for paying for the disposal or treatment of hazardous or toxic substances released on or in our property or disposed of by us, as well as certain other potential costs which could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). This liability may be imposed whether or not we knew about, or were responsible for, the presence of hazardous or toxic substances.

Our ability to lease or develop properties is subject to competitive pressures.

We face competition in the acquisition, development, operation and sale of real property from individuals and businesses who own real estate, fiduciary accounts and plans and other entities engaged in real estate investment. Some of these competitors have greater financial resources than we do. This results in competition for the acquisition of properties, for tenants who lease or consider leasing space in our existing and subsequently acquired properties and for other real estate investment opportunities.

Changes in market conditions could adversely affect the market price of our publicly traded securities.

As with other publicly traded securities, the market price of our publicly traded securities depends on various market conditions, which may change from time to time. Among the market conditions that may affect the market price of our publicly traded securities are the following:

• the extent of institutional investor interest in us;

• the reputation of REITs generally and the reputation of REITs with portfolios similar to ours;

• the attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies);

• our financial condition and performance;

• the market’s perception of our growth potential and potential future cash dividends;

• an increase in market interest rates, which may lead prospective investors to demand a higher distribution rate in relation to the price paid for our shares; and

• general economic and financial market conditions.

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USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the Registration Rights Agreement dated as of October 22, 2002, by and between us and Westlake Development Company, Inc. We will not receive any proceeds from the issuance of our common stock in the exchange offer. We will receive in exchange the limited partnership units of the tendering limited partners of Kimco Westlake, L.P.

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PRO FORMA INFORMATION

The following unaudited pro forma financial statements give effect to the exchange of Limited Partnership Units of Kimco Westlake, L. P. for Kimco Realty Corporation common stock to be accounted for as a convertible securities transaction. The unaudited pro forma consolidated balance sheet assumes the exchange of limited partnership units for shares of the Company’s common stock as of December 31, 2003. The unaudited pro forma consolidated statement of income gives effect to the exchange of limited partnership units for the year ended December 31, 2003 as if the exchange had occurred on January 1, 2003.

KIMCO REALTY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2003
(in thousands, except share information)
(Unaudited)

		Historical		Pro Forma			Pro Forma
		December 31,		Adjustments			December 31,
		2003		(Note 1)			2003
Assets:
Operating real estate, net of accumulated depreciation of $587,309 and $587,309, respectively	$	3,264,223				$	3,264,223
Investments and advances in real estate joint ventures		487,394					487,394
Real estate under development		304,286					304,286
Other real estate investments		113,085					113,085
Mortgages and other financing receivables		101,691					101,691
Cash and cash equivalents		48,288					48,288
Marketable securities		45,677					45,677
Accounts and notes receivable		50,408					50,408
Other assets		188,873					188,873
	$	4,603,925				$	4,603,925
Liabilities:
Noties payable	$	1,686,250				$	1,686,250
Mortgages payable		375,914					375,914
Construction loans payable		92,784					92,784
Other liabilies		213,214					213,214
		2,368,162					2,368,162
Minority interests in partnerships		99,917		80,000	(a)		19,917
Stockholders’ equity:
Preferred stock, $1.00 par value, authorized 3,600,000 shares
Class F Preferred Stock, $1.00 par value, authorized 700,000 shares
Issued and outstanding 700,000 shares		700					700
Aggregate liquidation preference $175,000
Common stock, $.01 par value, authorized 200,000,000 shares
Issued and outstanding 111,052,341 and 113,435,421 shares, respectively		1,106		24	(b)		1,130
Paid-in capital		2,147,286		79,976	(c)		2,227,262
Cumulative distributions in excess of net income		(30,112	)				(30,112	)
		2,118,980					2,198,980
Accumulated other comprehensive income		16,866					16,866
		2,135,846					2,215,846
	$	4,603,925				$	4,603,925

Note 1 – The pro forma balance sheet gives effect to the exchange of 2,383,080 limited partnership units for 2,383,080 shares of the Company’s common stock based upon the Agreed Value, as defined of $80.0 million or $33.57 per common share. Pro Forma adjustments are made to reflect:

(a)	the elimination of the Kimco Westlake, L.P. minority interest balance.
(b)	par value of 2,383,080 shares common stock.
(c)	Additional paid in capital

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KIMCO REALTY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
For the Year Ended December 31, 2003
(in thousands, except per share information)
(Unaudited)

				Pro Forma
		Historical		Adjustments		Pro Forma
		2003		(Note 2)		2003
Real estate operations:
Revenues from rental property	$	479,664			$	479,664
Rental property expenses:
Rent		11,240				11,240
Real estate taxes		61,276				61,276
Operating and maintenance		53,979				53,979
		126,495				126,495
		353,169				353,169
Income from other real estate investments		22,828				22,828
Mortgage financing income		18,587				18,587
Management and other fee income		15,315				15,315
Depreciation and amortization		(86,237	)			(86,237	)
		323,662				323,662
Interest, dividends and other investment income		19,464				19,464
Other income/(expense), net		(3,792	)			(3,792	)
		15,672				15,672
Interest expense		(102,709	)			(102,709	)
General and administrative expenses		(38,657	)			(38,657	)
Gain on early extinguishment of debt		2,921				2,921
Adjustment of property carrying values		—				—
		200,889				200,889
Provision for income taxes		(1,516	)			(1,516	)
Equity in income of real estate joint ventures, net		42,276				42,276
Minority interests in income of partnerships, net		(7,868	)	5,771		(2,097	)
Income from continuing operations	$	233,781			$	239,552
Per common share:
Income from continuing operations:
Basic	$	2.10			$	2.11
Diluted	$	2.07			$	2.07
Weighted Average Shares Outstanding
Basic		107,092				109,627
Diluted		108,769				111,304

Note 2 – The pro forma consolidated income statement gives effect to the exchange of 2,535,376 limited partnership units (2,383,080 limited partnership units plus 152,296 of additional units, as provided for in the Partnership Agreement) for 2,383,080 shares of the Company’s common stock. The pro forma adjustment is made to reflect the elimination of the Kimco Westlake, L.P. minority interest expense as of January 1, 2003.

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DESCRIPTION OF COMMON STOCK

General

We have the authority to issue 200,000,000 shares of common stock, par value $.01 per share, and 102,000,000 shares of excess stock, par value $.01 per share. At December 31, 2003, we had outstanding 110,623,967 shares of common stock and no shares of excess stock. Prior to August 4, 1994, we were incorporated as a Delaware corporation. On August 4, 1994, we reincorporated as a Maryland corporation pursuant to an Agreement and Plan of Merger approved by our stockholders.

The following description of our common stock sets forth certain general terms and provisions of the common stock. The statements below describing the common stock are in all respects subject to and qualified in their entirety by reference to the applicable provisions of our charter and bylaws.

Holders of our common stock will be entitled to receive dividends when, as and if authorized by our board of directors and declared by us, out of assets legally available therefor. Payment and declaration of dividends on the common stock and purchases of shares thereof by us will be subject to certain restrictions if we fail to pay dividends on our preferred stock. Upon our liquidation, dissolution or winding up, holders of common stock will be entitled to share equally and ratably in any assets available for distribution to them, after payment or provision for payment of our debts and other liabilities and the preferential amounts owing with respect to any of our outstanding preferred stock. Each share of our common stock will entitle the holder thereof to one vote on all matters submitted to the holders of common stock for their consideration. Holders of common stock will not have cumulative voting rights in the election of directors, which means that holders of more than 50% of all of the shares of our common stock voting for the election of directors will be able to elect all of the directors if they choose to do so and, accordingly, the holders of the remaining shares will be unable to elect any directors. Holders of shares of common stock will not have preemptive rights, which means they have no right to acquire any additional shares of common stock that may be issued by us at a subsequent date. The common stock will, when issued, be fully paid and nonassessable and will not be subject to preemptive or similar rights.

Common Stock

Holders of our common stock have no preference, conversion, exchange, sinking fund, redemption or appraisal rights and have no preemptive rights to subscribe for any of our securities. Subject to our charter restrictions on transfer of our stock, all shares of common stock will have equal dividend, liquidation and other rights.

Under Maryland law, a Maryland corporation generally cannot dissolve, amend its charter, merge, sell all or substantially all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business, unless approved by the affirmative vote of stockholders holding at least two thirds of the shares entitled to vote on the matter. However, a Maryland corporation may provide in its charter for approval of these matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter. Our charter does not provide for a lesser percentage in these situations. Also, because many of the operating assets are held by our subsidiaries, these subsidiaries may be able to merge or sell all or substantially all of their assets without the approval of the our stockholders.

Power to Reclassify Shares of Our Stock

Our charter authorizes our board of directors to classify and reclassify any unissued shares of our preferred stock into other classes or series of stock. Prior to the issuance of shares of each class or series, our board is required by Maryland law and by our charter to set, subject to our charter restrictions on transfer of our stock, the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, our board could authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest.

We believe that the power to issue additional shares of common stock or preferred stock and to classify or reclassify unissued shares of preferred stock and thereafter to issue the classified or reclassified shares provides us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise. These actions can be taken without stockholder approval, unless stockholder approval is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Although we have no present intention of doing so, we could issue a class or series of stock that could delay, defer or prevent a transaction or a change in control of the Company that might involve a premium price for holders of common stock or otherwise be in their best interest.

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Restrictions on Ownership

For us to qualify as a REIT under the Code, not more than 50% in value of our outstanding stock may be owned, actually or constructively, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year. Our stock also must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year. In addition, rent from related party tenants (generally, a tenant of a REIT owned, actually or constructively, 10% or more by the REIT, or a 10% owner of the REIT) is not qualifying income for purposes of the income tests under the Code.

Subject to the exceptions specified in our charter, no holder may own, or be deemed to own by virtue of the constructive ownership provisions of the Code, more than 2% in value of the outstanding shares of our common stock. The constructive ownership rules are complex and may cause common stock owned actually or constructively by a group of related individuals or entities or both to be deemed constructively owned by one individual or entity. As a result, the acquisition of less than 2% in value of the common stock (or the acquisition of an interest in an entity which owns common stock) by an individual or entity could cause that individual or entity (or another individual or entity) to own constructively in excess of 2% in value of the common stock, and thus subject such common stock to the ownership limit.

Existing stockholders who exceeded the ownership limit immediately after the completion of our initial public offering of our common stock in November 1991 may continue to do so and may acquire additional shares through the stock option plan, or from other existing stockholders who exceed the ownership limit, but may not acquire additional shares from such sources such that the five largest beneficial owners of common stock could own, actually or constructively, more than 49.6% of the outstanding common stock, and in any event may not acquire additional shares from any other sources. In addition, because rent from related party tenants is not qualifying rent for purposes of the gross income tests under the Code, our charter provides that no individual or entity may own, or be deemed to own by virtue of the attribution provisions of the Code (which differ from the attribution provisions applied to the ownership limit), in excess of 9.8% in value of our outstanding common stock. We refer to this ownership limitation as the related party limit. Our board of directors may waive the ownership limit and the related party limit with respect to a particular stockholder (such related party limit has been waived with respect to the existing stockholders who exceeded the related party limit immediately after the initial public offering of our common stock) if evidence satisfactory to our board of directors and our tax counsel is presented that such ownership will not then or in the future jeopardize our status as a REIT. As a condition of that waiver, our board of directors may require opinions of counsel satisfactory to it or an undertaking or both from the applicant with respect to preserving our REIT status. The foregoing restrictions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. If shares of common stock in excess of the ownership limit or the related party limit, or shares which would otherwise cause the REIT to be beneficially owned by less than 100 persons or which would otherwise cause us to be “closely held” within the meaning of the Code or would otherwise result in our failure to qualify as a REIT, are issued or transferred to any person, that issuance or transfer shall be null and void to the intended transferee, and the intended transferee would acquire no rights to the stock. Shares transferred in excess of the ownership limit or the related party limit, or shares which would otherwise cause us to be “closely held” within the meaning of the Code or would otherwise result in our failure to qualify as a REIT, will automatically be exchanged for shares of a separate class of stock, which we refer to as excess stock, that will be transferred by operation of law to us as trustee for the exclusive benefit of the person or persons to whom the shares are ultimately transferred, until that time as the intended transferee retransfers the shares. While these shares are held in trust, they will not be entitled to vote or to share in any dividends or other distributions (except upon liquidation). The shares may be retransferred by the intended transferee to any person who may hold those shares at a price not to exceed either:

(1)	the price paid by the intended transferee, or
(2)	if the intended transferee did not give value for such shares, a price per share equal to the market value of the shares on the date of the purported transfer to the intended transferee,

at which point the shares will automatically be exchanged for ordinary common stock. In addition, such shares of excess stock held in trust are purchasable by us for a 90-day period at a price equal to the lesser of the price paid for the stock by the intended transferee and the market price for the stock on the date we determine to purchase the stock. This period commences on the date of the violative transfer if the intended transferee gives us notice of the transfer, or the date our board of directors determines that a violative transfer has occurred if no notice is provided.

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All certificates representing shares of common stock will bear a legend referring to the restrictions described above.

All persons who own, directly or by virtue of the attribution provisions of the Code, more than a specified percentage of the outstanding shares of common stock must file an affidavit with us containing the information specified in our charter within 30 days after January 1 of each year. In addition, each common stockholder shall upon demand be required to disclose to us in writing such information with respect to the actual and constructive ownership of shares as our board of directors deems necessary to comply with the provisions of the Code applicable to a REIT or to comply with the requirements of any taxing authority or governmental agency.

The registrar and transfer agent for our common stock is The Bank of New York.

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MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

The following summary of material federal income tax considerations regarding Kimco Realty Corporation and the common stock we are registering is based on current law, is for general information only and is not tax advice.

This summary deals only with shares of common stock and units held as “capital assets” — i.e., generally, property held for investment within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”). Your tax treatment will vary depending on your particular situation, and this discussion does not purport to deal with all aspects of taxation that may be relevant to a holder of common stock or units in light of his or her personal investment or tax circumstances, or to holders who receive special treatment under the federal income tax laws except to the extent discussed under the headings “— Taxation of Tax-Exempt Stockholders” and “— Taxation of Non-United States Stockholders.” Holders of common stock or units receiving special treatment include, without limitation:

• insurance companies;

• financial institutions, broker-dealers or dealers in securities;

• “S” corporations;

• United States expatriates;

• pension plans and other tax-exempt organizations;

• stockholders holding securities as part of a conversion transaction, or a hedge or hedging transaction (or other risk reduction or constructive sale transaction) or as a position in a straddle for tax purposes;

• foreign entities or individuals who are not citizens or residents of the United States;

• persons whose functional currency is other than the United States dollar; and

• persons who are subject to the alternative minimum tax provisions of the Code.

In addition, this summary does not purport to deal with aspects of taxation that may be relevant to a limited partner of Kimco-Westlake except to the extent described in “— Tax Consequences of an Exchange of Units for Common Stock.” If a partnership holds our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our common stock, you should consult your tax advisor regarding the tax consequences of the ownership and disposition of the common stock. Furthermore, the summary below does not consider the effect of any foreign, state, local or other tax laws that may be applicable to us, or to you as a holder of units or our common stock.

The information in this section is based on:

• the Code;

• current, temporary and proposed Treasury regulations promulgated under the Code;

• the legislative history of the Code;

• current administrative interpretations and practices of the Internal Revenue Service; and

• court decisions,

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in each case, as of the date of this prospectus. In addition, the administrative interpretations and practices of the Internal Revenue Service include its practices and policies as expressed in private letter rulings which are not binding on the Internal Revenue Service, except with respect to the particular taxpayers who requested and received these rulings. Future legislation, Treasury regulations, administrative interpretations and practices and/or court decisions may adversely affect the tax considerations contained in this discussion or the desirability of an investment in a REIT relative to other investments. Any change could apply retroactively to transactions preceding the date of the change. The statements in this prospectus are not binding on the Internal Revenue Service or any court. Thus, we can provide no assurance that the tax considerations contained in this discussion will not be challenged by the Internal Revenue Service or if challenged, will not be sustained by a court.

	You are advised to consult your own tax advisor regarding the specific tax consequences to you of:
•	a disposition of units (including an exchange of such units for our common stock);
•	the acquisition, ownership and sale or other disposition of our common stock, including the federal, state, local, foreign and other tax consequences of such an acquisition, ownership and sale or other disposition;
•	our election to be taxed as a REIT for federal income purposes; and
•	potential changes in the applicable tax laws.

Tax Consequences of Exchange of Units

If you exchange your units for cash or shares of our common stock, you will recognize gain or loss because the exchange will be a fully taxable transaction. Depending on your particular situation, it is possible that the amount of gain you recognize or even your tax liability resulting from the gain could exceed the amount of cash and the value of shares of common stock you receive upon the exchange. The recognition of any loss is subject to a number of limitations set forth in the Code. The character of any gain or loss as capital or ordinary will depend on the nature of the assets of Kimco-Westlake at the time of the exchange. You are advised to consult your own tax advisor regarding the specific tax consequences of the exchange of units.

Taxation of the Company as a REIT

General.  We elected to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with our taxable year beginning January 1, 1992. We believe we have been organized and have operated in a manner which allows us to qualify for taxation as a REIT under the Code commencing with our taxable year beginning January 1, 1992. We currently intend to continue to operate in this manner. However, qualification and taxation as a REIT depends upon our ability to meet, through actual annual operating results, asset diversification, distribution levels and diversity of stock ownership tests imposed under the Code, the results of which have not been and will not be reviewed by our tax counsel. Accordingly, no assurance can be given that we have operated or will continue to operate in a manner so as to qualify or remain qualified as a REIT. See the section below entitled “— Failure to Qualify.”

The sections of the Code that relate to qualification and operation as a REIT are highly technical and complex. The following sets forth the material aspects of the sections of the Code that govern the federal income tax treatment of a REIT and its stockholders. This summary is qualified in its entirety by the applicable Code provisions, relevant rules and regulations promulgated under the Code, and administrative and judicial interpretations of the Code and these rules and regulations.

If we qualify for taxation as a REIT, we generally will not be required to pay federal corporate income taxes on our net income that is currently distributed to stockholders. This treatment substantially eliminates the “double taxation” that generally results from investment in a corporation. Double taxation means taxation once at the corporate level when income is earned and once again at the shareholder level when such income is distributed. We will be required to pay federal income tax, however, as follows:

• We will be required to pay tax at regular corporate rates on any undistributed real estate investment trust taxable income, including undistributed net capital gains.

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• We may be required to pay the “alternative minimum tax” on our items of tax preference.

• If we have (a) net income from the sale or other disposition of foreclosure property which is held primarily for sale to customers in the ordinary course of business or (b) other non-qualifying income from foreclosure property, we will be required to pay tax at the highest corporate rates on this income. Foreclosure property is generally defined as property acquired by foreclosure or after a default on a loan secured by the property or a lease of the property.

• We will be required to pay a 100% tax on any net income from prohibited transactions. Prohibited transactions are, in general, sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business.

• If we fail to satisfy the 75% gross income test or the 95% gross income test, as described below, but have otherwise maintained our qualification as a REIT, we will be required to pay a 100% tax on an amount equal to (a) the gross income attributable to the greater of (1) the amount by which 75% of our gross income exceeds the amount qualifying under the 75% gross income test described below and (2) the amount by which 90% of our gross income exceeds the amount qualifying under the 95% gross income test described below, multiplied by (b) a fraction intended to reflect our profitability.

• If we fail to distribute during each calendar year at least the sum of (a) 85% of our real estate investment trust ordinary income for such taxable year, (b) 95% of our real estate investment trust capital gain net income for such year, and (c) any undistributed taxable income from prior periods, we will be required to pay a 4% excise tax on the excess of that required distribution over the amounts actually distributed.

• If we acquire any asset from a corporation which is or has been a C corporation in a transaction in which the basis of the asset in our hands is determined by reference to the basis of the asset in the hands of the C corporation, and we subsequently recognize gain on the disposition of the asset during the ten-year period beginning on the date we acquired the asset, then we will be required to pay tax at the highest regular corporate tax rate on this gain to the extent of the excess of (a) the fair market value of the asset over (b) our adjusted basis in the asset, in each case determined as of the date we acquired the asset. A C corporation is generally defined as a corporation required to pay full corporate level tax. The results described in this paragraph with respect to the recognition of gain assume that we will refrain from making an election under the relevant Treasury regulations which would change the results described in this paragraph with respect to the recognition of gain.

• We will be subject to a 100% penalty tax on any redetermined rents, redetermined deductions or excess interest. In general, redetermined rents are rents from real property that are overstated as a result of services furnished by a taxable REIT subsidiary of ours to any of our tenants. See “—Taxable REIT Subsidiaries.” Redetermined deductions and excess interest represent amounts that are deducted by a taxable REIT subsidiary of ours for amounts paid to us that are in excess of the amounts that would have been deducted based on arm’s length negotiations.

Requirements for Qualification:  The Code defines a REIT as a corporation, trust or association:

(1) that is managed by one or more trustees or directors,

(2) that issues transferable shares or transferable certificates to evidence beneficial ownership,

(3) that would be taxable as a domestic corporation, but for Sections 856 through 860 of the Code,

(4) that is not a financial institution or an insurance company within the meaning of the Code,

(5) that is beneficially owned by 100 or more persons,

(6) not more than 50% in value of the outstanding stock of which is owned, directly or constructively, by five or fewer individuals, including specified entities, during the last half of each taxable year, and

(7) that meets other tests, described below, regarding the nature of its income, assets and the amount of its distribution.

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The Code provides that conditions (1) to (4), inclusive, must be met during the entire taxable year and that condition (5) must be met during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months. Conditions (5) and (6) do not apply until after the first taxable year for which an election is made to be taxed as a real estate investment trust. For purposes of condition (6), pension funds and other specified tax-exempt entities are generally treated as individuals, except that a “look-through” exception applies to pension funds.

We believe that we have satisfied conditions (1) through (7), inclusive. In addition, our charter provides, and the articles supplementary for each series of our preferred stock provide, for restrictions regarding ownership and transfer of our stock. These restrictions are intended to assist us in continuing to satisfy the share ownership requirements described in (5) and (6) above. The ownership and transfer restrictions pertaining generally to our common stock and preferred stock are described in “Description of Common Stock—Restrictions on Ownership.” There can be no assurance, however, that those transfer restrictions will in all cases prevent a violation of the stock ownership provisions described in (5) and (6) above. If we fail to satisfy these share ownership requirements, except as provided in the next sentence, our status as a REIT will terminate. If, however, we comply with the rules contained in the applicable Treasury regulations requiring us to attempt to ascertain the actual ownership of our shares, and we do not know, and would not have known through the exercise of reasonable diligence, that we failed to meet the requirement set forth in condition (6) above, we will be treated as having met this requirement.

In addition, a corporation may not elect to become a REIT unless its taxable year is the calendar year. We have a calendar year.

Ownership of Qualified REIT Subsidiaries and Interests in Partnerships:  We own and operate a number of properties through subsidiaries. Code Section 856(i) provides that a corporation which is a “qualified REIT subsidiary” shall not be treated as a separate corporation, and all assets, liabilities, and items of income, deduction, and credit of a “qualified REIT subsidiary” shall be treated as assets, liabilities and items of the REIT. Thus, in applying the requirements described herein, our “qualified REIT subsidiaries” will be ignored, and all assets, liabilities and items of income, deduction, and credit of those subsidiaries will be treated as our assets, liabilities and items. We have received a ruling from the Internal Revenue Service to the effect that all of the subsidiaries that were held by us prior to January 1, 1992, the effective date of our election to be taxed as a REIT, will be “qualified REIT subsidiaries” upon the effective date of our REIT election. Moreover, with respect to each subsidiary of ours formed subsequent to January 1, 1992 and prior to January 1, 1998, we have owned 100% of the stock of that subsidiary at all times during the period that subsidiary has been in existence. For tax years beginning on or after January 1, 1998, any corporation, other than a taxable REIT subsidiary, wholly owned by a REIT is permitted to be treated as a “qualified REIT subsidiary” regardless of whether that subsidiary has always been owned by the REIT.

Treasury regulations provide that if we are a partner in a partnership, we will be deemed to own our proportionate share of the assets of the partnership. Also, we will be deemed to be entitled to the income of the partnership attributable to our proportionate share of the income of the partnership. The character of the assets and gross income of the partnership will retain the same character in our hands for purposes of Section 856 of the Code, including satisfying the gross income tests and the asset tests described below. The treatment described above also applies with respect to the ownership of interests in limited liability companies that are treated as partnerships. Thus, our proportionate share of the assets, liabilities and items of income of the partnerships and limited liability companies that are treated as partnerships in which we are a partner or a member, respectively, will be treated as our assets, liabilities and items of income for purposes of applying the requirements described in this prospectus.

Taxable REIT Subsidiary:  A REIT may own more than 10% of the voting securities of an issuer or 10% or more of the value of the securities of an issuer if the issuer is a taxable REIT subsidiary of the REIT. A corporation qualifies as a taxable REIT subsidiary of a REIT if the corporation jointly elects with the REIT to be treated as a taxable REIT subsidiary of the REIT. A taxable REIT subsidiary also includes any corporation in which a taxable REIT subsidiary owns more than 35% of the total vote or value. Dividends from a taxable REIT subsidiary will be nonqualifying income for purposes of the 75%, but not the 95%, gross income test. Other than certain activities relating to lodging and health care facilities, a taxable REIT subsidiary may generally engage in any business, including, the provision of customary or noncustomary services to tenants of its parent REIT.

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A taxable REIT subsidiary is subject to federal income tax, and state and local income tax where applicable, as a regular C corporation.

Sections of the Code which apply to tax years beginning after December 31, 2000 and which are generally intended to insure that transactions between a REIT and its taxable REIT subsidiary occur at arm’s length and on commercially reasonable terms include a provision that prevents a taxable REIT subsidiary from deducting interest on direct or indirect indebtedness to its parent REIT if, under specified series of tests, the taxable REIT subsidiary is considered to have an excessive interest expense level and debt to equity ratio. In some case, these sections of the Code impose a 100% tax on a REIT if its rental, service and/or other agreements with its taxable REIT subsidiaries are not on arm’s length terms.

As a result of the modifications to the sections of the Code which are described above and which are effective for taxable years beginning after December 31, 2000, we modified our ownership of the Service Company. Effective January 1, 2001, we made a joint election with the Service Company to treat the Service Company as a taxable REIT subsidiary. In addition, effective January 1, 2001, we contributed the note that was issued to us from the Service Company to the capital of the Service Company and acquired 100% of the voting stock of the Service Company. Thus, we currently own 100% of the stock of the Service Company and there is no debt outstanding between the Service Company and us.

Income Tests:  We must satisfy two gross income requirements annually to maintain our qualification as a REIT:

• First, each taxable year we must derive directly or indirectly at least 75% of our gross income, excluding gross income from prohibited transactions, from (a) investments relating to real property or mortgages on real property, including rents from real property and, in some circumstances, interest or (b) some type of temporary investments.

• Second, each taxable year we must derive at least 95% of our gross income, excluding gross income from prohibited transactions, from (a) the real property investments described above, (b) dividends, interest and gain from the sale or disposition of stock or securities or (c) from any combination of the foregoing.

For these purposes, the term “interest” generally does not include any amount received or accrued, directly or indirectly, if the determination of that amount depends in whole or in part on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term “interest” solely by reason of being based on a fixed percentage or percentages of receipts or sales.

Rents we receive will qualify as “rents from real property” in satisfying the gross income requirements for a REIT described above only if the following conditions are met:

• First, the amount of rent must not be based in whole or in part on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term “rents from real property” solely by reason of being based on a fixed percentage or percentages of receipts or sales.

• Second, we, or an actual or constructive owner of 10% or more of our stock, do not actually or constructively own 10% or more of the interests in the tenant. Rents received from such tenant that is a taxable REIT subsidiary, however, will not be excluded from the definition of “rents from real property” if at least 90% of the space at the property to which the rents relate is leased to third parties, and the rents paid by the taxable REIT subsidiary are comparable to rents paid by our other tenants for comparable space.

• Third, rent attributable to personal property, leased in connection with a lease of real property, is not greater than 15% of the total rent received under the lease. If this condition is not met, then the portion of the rent attributable to personal property will not qualify as “rents from real property.”

• Fourth, we generally must not operate or manage our property or furnish or render services to our tenants, subject to a 1% de minimis exception, other than through an independent contractor from whom we derive no revenue. We may, however, directly perform services that are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not otherwise considered “rendered to the occupant” of the property. In addition, we may employ a taxable REIT subsidiary which may be wholly or partially owned by us to provide both customary and noncustomary services to our tenants without causing the rent we receive from those tenants to fail to qualify as “rents from real property.” Any amounts we receive from a taxable REIT subsidiary with respect to the taxable REIT subsidiary’s provision of noncustomary services will, however, be nonqualified income under the 75% gross income test and, except to the extent received through the payment of dividends, the 95% gross income test.

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We have received a ruling from the Internal Revenue Service providing that the performance of the types of services provided by us will not cause the rents received with respect to those leases to fail to qualify as “rents from real property.” In addition, we generally do not intend to receive rent which fails to satisfy any of the above conditions. Notwithstanding the foregoing, we may have taken and may continue to take some of the actions set forth above to the extent those actions will not, based on the advice of our tax counsel, jeopardize our status as a REIT.

If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT if we are entitled to relief under the Code. Generally, we may avail ourselves of the relief provisions if:

• our failure to meet these tests was due to reasonable cause and not due to willful neglect,

• we attach a schedule of the sources of our income to our federal income tax return, and

• any incorrect information on the schedule was not due to fraud with intent to evade tax.

It is not possible, however, to state whether in all circumstances we would be entitled to the benefit of these relief provisions. For example, if we fail to satisfy the gross income tests because nonqualifying income that we intentionally accrue or receive exceeds the limits on nonqualifying income, the Internal Revenue Service could conclude that our failure to satisfy the tests was not due to reasonable cause. If these relief provisions do not apply to a particular set of circumstances, we will not qualify as a REIT. As discussed under “—Taxation of the Company—General,” even if these relief provisions apply, and we retain our status as a REIT, a tax would be imposed with respect to our nonqualifying income. We may not always be able to comply with the gross income tests for REIT qualification despite our periodic monitoring of our income.

Prohibited Transaction Income:  Any gain that we realize on the sale of any property held as inventory or other property held primarily for sale to customers in the ordinary course of business will be treated as income from a prohibited transaction that is subject to a 100% penalty tax. That prohibited transaction income may also have an adverse effect upon our ability to satisfy the income tests for qualification as a REIT. Under existing law, whether property is held as inventory or primarily for sale to customers in the ordinary course of business is a question of fact that depends on all the facts and circumstances with respect to the particular transaction. We hold our properties for investment with a view to long-term appreciation, we are engaged in the business of acquiring, developing, owning and operating our properties and we make such occasional sales of the properties as are consistent with our investment objectives. There can be no assurance, however, that the Internal Revenue Service might not contend that one or more of those sales is subject to the 100% penalty tax.

Penalty Tax:  Any redetermined rents, redetermined deductions or excess interest we generate will be subject to a 100% penalty tax. In general, redetermined rents are rents from real property that are overstated as a result of services furnished by a taxable REIT subsidiary to any of our tenants, and redetermined deductions and excess interest represent amounts that are deducted by a taxable REIT subsidiary for amounts paid to us that are in excess of the amounts that would have been deducted based on arm’s length negotiations. Rents we receive will not constitute redetermined rents if they qualify for the safe harbor provisions contained in the Code. Safe harbor provisions are provided where:

• Amounts are received by a REIT for services customarily furnished or rendered by our taxable REIT subsidiary in connection with the rental of real property;

• Amounts are excluded from the definition of impermissible tenant service income as a result of satisfying a 1% de minimis exception;

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• The taxable REIT subsidiary renders a significant amount of similar services to unrelated parties and the charges for such services are substantially comparable;

• Rents paid to the REIT by tenants who are not receiving services from the taxable REIT subsidiary are substantially comparable to the rents paid by the real estate investment trust’s tenants leasing comparable space who are receiving such services from the taxable REIT subsidiary and the charge for the services is separately stated; and

• The taxable REIT subsidiary’s gross income from the service is not less than 150% of the subsidiary’s direct cost in furnishing the service.

Asset Tests:  At the close of each quarter of our taxable year, we also must satisfy the following tests relating to the nature and diversification of our assets.

• First, at least 75% of the value of our total assets must be represented by real estate assets, cash, cash items and government securities. For purposes of this test, real estate assets include stock or debt instruments that are purchased with the proceeds of a stock offering or a long-term public debt offering with a term of at least five years, but only for the one-year period beginning on the date we receive these proceeds, and include stock of other qualifying REITs.

• Second, not more than 25% of our total assets may be represented by securities other than those includible in the 75% asset test.

• Third, for taxable years ending on or prior to December 31, 2000, of the investments included in the 25% asset class, the value of any one issuer’s securities owned by us may not exceed 5% of the value of our total assets and we may not own more than 10% of any one issuer’s outstanding voting securities.

• Fourth, for taxable years beginning after December 31, 2000, (a) not more than 20% of the value of our total assets may be represented by securities of one or more taxable REIT subsidiaries and (b) except for the securities of a taxable REIT subsidiary and securities included in the 75% asset test, not more than 5% of the value of our assets may be represented by securities of any one issuer and we may not own more than 10% of the total vote or value of the outstanding securities of any one issuer, except, in the case of the 10% value test, certain “straight debt” securities.

We currently have numerous direct and indirect wholly-owned subsidiaries. As set forth above, the ownership of more than 10% of the total vote or value of the outstanding securities of any one issuer by a REIT is prohibited unless such subsidiary is a taxable REIT subsidiary or a REIT or, in the case of the 10% value test, the securities qualify as “straight debt” securities. However, if our subsidiaries are “qualified REIT subsidiaries” as defined in the Code, those subsidiaries will not be treated as separate corporations for federal income tax purposes. Thus, our ownership of stock of a “qualified REIT subsidiary” will not cause us to fail the asset tests.

Prior to January 1, 2001, we owned 100% of the nonvoting preferred stock of Kimco Realty Services, Inc. and did not own any of the voting securities of Kimco Realty Services, Inc. We refer to Kimco Realty Services, Inc. as the Service Company. Effective January 1, 2001, we made a joint election with the Service Company to treat the Service Company as a taxable REIT subsidiary. In addition, effective January 1, 2001, we acquired 100% of the voting stock of the Service Company and currently own 100% of the stock of the Service Company. We believe that (a) the value of the securities of the Service Company held by us did not exceed at the close of any quarter during a taxable year that ended on or prior to December 31, 2000 5% of the total value of our assets and (b) the value of the securities of all our taxable REIT subsidiaries did not and will not exceed more than 20% of the value of our total assets at the close of each quarter during a taxable year that begins after December 31, 2000. No independent appraisals will be obtained to support this conclusion. There can be no assurance that the Internal Revenue Service will not contend that the value of the securities of the Service Company held by us exceeds the applicable value limitation.

In October of 2003 we acquired more than 10% of the total outstanding securities of Kimeast Realty Corporation (“Kimeast”), a private REIT. We believe that Kimeast has been organized and has operated in a manner so as to qualify for taxation as a REIT under the rules discussed herein and we intend to cause Kimeast to continue to operate in such a manner. However, if Kimeast were to fail to qualify as a REIT, we would fail to satisfy the asset tests and therefore we would cease to qualify as a REIT.

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After initially meeting the asset tests at the close of any quarter, we will not lose our status as a REIT for failure to satisfy the asset tests at the end of a later quarter solely by reason of changes in asset values. If the failure to satisfy the asset tests results from an acquisition of securities or other property during a quarter, the failure can be cured by the disposition of sufficient nonqualifying assets within 30 days after the close of the quarter. We intend to maintain adequate records of the value of our assets to ensure compliance with the asset tests and to take such other actions within 30 days after the close of any quarter as may be required to cure any noncompliance. If we fail to cure noncompliance with the asset tests within that time period, we would cease to qualify as a REIT.

Annual Distribution Requirements:  To maintain our qualification as a REIT, we are required to distribute dividends, other than capital gain dividends, to our stockholders in an amount at least equal to the sum of:

• 90% of our REIT taxable income, and

• 90% of our after tax net income, if any, from foreclosure property; minus

• the excess of the sum of specified items of non-cash income items over 5% of our REIT taxable income.

Our REIT taxable income is computed without regard to the dividends paid deduction and our net capital gain. In addition, for purposes of this test, non-cash income items includes income attributable to leveled stepped rents, original issue discount or purchase money discount debt, or a like-kind exchange that is later determined to be taxable.

In addition, if we dispose of any asset we acquired from a corporation which is or has been a C corporation in a transaction in which our basis in the asset is determined by reference to the basis of the asset in the hands of that C corporation, within the ten-year period following our acquisition of such asset, we would be required to distribute at least 90% of the after-tax gain, if any, we recognized on the disposition, to the extent that gain does not exceed the excess of (a) the fair market value of the asset on the date we acquired the asset over (b) our adjusted basis in the asset on the date we acquired the asset.

We must pay these distributions in the taxable year to which they relate, or in the following taxable year if declared before we timely file our tax return for that year and if paid on or before the first regular dividend payment after that declaration. The amount distributed must not be preferential—i.e., each holder of shares of common stock and each holder of shares of each class of preferred stock must receive the same distribution per share. To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our REIT taxable income, as adjusted, we will be subject to tax thereon at regular corporate tax rates. We believe we have made, and intend to continue to make, timely distributions sufficient to satisfy these annual distribution requirements.

We expect that our REIT taxable income will be less than our cash flow because of depreciation and other non-cash charges included in computing our REIT taxable income. Accordingly, we anticipate that we will generally have sufficient cash or liquid assets to enable us to satisfy our distribution requirement. However, it is possible that, from time to time, we may not have sufficient cash or other liquid assets to meet the distribution requirement due to timing differences between the actual receipt of income and actual payment of deductible expenses and the inclusion of that income and deduction of those expenses in arriving at our taxable income. In the event that those timing differences occur, in order to meet the distribution requirement, we may find it necessary to arrange for short-term, or possibly long-term, borrowings or to pay dividends in the form of taxable stock dividends.

Under some circumstances, we may be able to rectify a failure to meet the distribution requirement for a year by paying “deficiency dividends” to stockholders in a later year, which may be included in our deduction for dividends paid for the earlier year. Thus, we may be able to avoid being taxed on amounts distributed as deficiency dividends. We will be required, however, to pay interest based upon the amount of any deduction claimed for deficiency dividends and would be subject to any applicable penalty provisions.

In addition, we will be required to pay a 4% excise tax to the extent we fail to distribute during each calendar year, or in the case of distributions with declaration and record dates falling in the last three months of the calendar year, by the end of January immediately following that year, at least the sum of 85% of our REIT ordinary income for that year, 95% of our REIT capital gain income for the year, plus, in each case, any undistributed taxable income from prior periods. Any REIT taxable income or net gain income on which this excise tax is imposed for any year is treated as an amount distributed that year for purposes of calculating the tax.

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Failure to Qualify

If we fail to qualify for taxation as a REIT in any taxable year, and the relief provisions do not apply, we will be subject to tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. Distributions to stockholders in any year in which we fail to qualify will not be deductible by us nor will they be required to be made. As a result, our failure to qualify as a REIT would substantially reduce the cash available for distribution by us to our stockholders. In addition, if we fail to qualify as a REIT, all distributions to our stockholders will be taxable as regular corporate dividends to the extent of our current and accumulated earnings and profits. In such an event, subject to certain limitations under the Code, corporate distributees may be eligible for the dividends-received deduction and non-corporate distributes may be eligible for a reduced rate of taxation on such dividends. Unless entitled to relief under specific statutory provisions, we will also be disqualified from taxation as a REIT for the four taxable years following the year during which qualification was lost. It is not possible to state whether in all circumstances we would be entitled to that statutory relief.

Other Tax Matters

Some of our investments are through partnerships which may involve special tax risks. These risks include possible challenge by the Internal Revenue Service of (a) allocations of income and expense items, which could affect the computation of our income, and (b) the status of the partnerships as partnerships, as opposed to associations taxable as corporations, for income tax purposes. Treasury regulations that are effective as of January 1, 1997 provide that a domestic partnership is generally taxed as a partnership unless it elects to be taxed as an association taxable as a corporation. None of the partnerships in which we are a partner has made or intends to make that election. These Treasury regulations provide that a partnership’s claimed classification will be respected for periods prior to January 1, 1997 if the entity had a reasonable basis for its claimed classification, and that partnership had not been notified in writing on or before May 8, 1996 that the classification of that entity was under examination. If any of the partnerships were treated as an association for a prior period, and (a) if our ownership in any of those partnerships exceeded 10% of the partnership’s voting interest or (b) the value of that interest exceeded 5% of the value of our assets, we would cease to qualify as a REIT for that period and possibly future periods. Moreover, the deemed change in classification of that partnership from an association to a partnership effective as of January 1, 1997 would be a taxable event. We believe that each of the partnerships has been properly treated for tax purposes as a partnership, and not as an association taxable as a corporation. However, no assurance can be given that the Internal Revenue Service may not successfully challenge the status of any of the partnerships.

We may be subject to state or local taxation in various state or local jurisdictions, including those in which we transact business. Our state or local tax treatment may not conform to the federal income tax consequences described above. Consequently, prospective investors should consult their own tax advisors regarding the effect of state and local tax laws on an investment in us.

Taxation of Taxable United States Stockholders

When we use the term “United States stockholder,” we mean a holder of shares of our capital stock who is, for United States federal income tax purposes:

• a citizen or resident of the United States;

• a corporation, partnership, or other entity created or organized in or under the laws of the United States or of any state or in the District of Columbia, unless, in the case of a partnership, treasury regulations provide otherwise;

• an estate which is required to pay United States federal income tax regardless of the source of its income; or

• a trust whose administration is under the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in the treasury regulations, some trusts in existence on August 20, 1996, and treated as United States persons prior to this date that elect to continue to be treated as United States persons, shall also be considered United States stockholders.

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Distributions Generally:  Distributions out of our current or accumulated earnings and profits, other than capital gain dividends discussed below, will constitute dividends taxable to our taxable United States stockholders as ordinary income. As long as we qualify as a real estate investment trust, these distributions will not be eligible for the dividends-received deduction in the case of United States stockholders that are corporations. For purposes of determining whether distributions to holders of common stock are out of current or accumulated earnings and profits, our earnings and profits will be allocated first to the outstanding preferred stock and then to the common stock.

Under the recently enacted Jobs and Growth Tax Relief Reconciliation Act of 2003, individuals are generally subject to U.S. federal income tax at a reduced rate of 15% or less on dividends received with respect to certain common stock. In general, dividends payable by us on our common stock are not eligible for this reduced rate, except to the extent such dividends were attributable either to dividends we received from taxable corporations or to income that was subject to tax at the corporate/REIT level (for example, if we distributed less than 100% of our taxable income).

To the extent that we make distributions, other than capital gain dividends discussed below, in excess of our current and accumulated earnings and profits, these distributions will be treated first as a tax-free return of capital to each United States stockholder. This treatment will reduce the adjusted tax basis which each United States stockholder has in its shares of common stock by the amount of the distribution, but not below zero. Distributions in excess of our current and accumulated earnings and profits and in excess of a United States stockholder’s adjusted tax basis in its shares will be taxable as capital gain, provided that the shares have been held as capital assets. Such gain will be taxable as long-term capital gain if the shares have been held for more than one year. Dividends we declare in October, November, or December of any year and payable to a stockholder of record on a specified date in any of these months will be treated as both paid by us and received by the stockholder on December 31 of that year, provided we actually pay the dividend on or before January 31 of the following year. Stockholders may not include in their own income tax returns any of our net operating losses or capital losses.

Capital Gain Distributions:  Distributions that we properly designate as capital gain dividends will be taxable to our taxable United States stockholders as gain from the sale or disposition of a capital asset, to the extent that such gain does not exceed our actual net capital gain for the taxable year. Depending on the characteristics of the assets which produced these gains, and on specified designations, if any, which we may make, these gains may be taxable to non-corporate United States stockholders at a 15% or 25% rate. United States stockholders that are corporations may, however, be required to treat up to 20% of some capital gain dividends as ordinary income. If we properly designate any portion of a dividend as a capital gain dividend, your share of such capital gain dividend would be an amount which bears the same ratio to the total amount of dividends, as determined for federal income tax purposes, paid to you for the year as the aggregate amount designated as a capital gain dividend bears to the aggregate amount of all dividends, as determined for federal income tax purposes, paid on all classes of shares of our capital stock for the year.

Passive Activity Losses and Investment Interest Limitations:  Distributions we make and gain arising from the sale or exchange by a United States stockholder of our shares will not be treated as passive activity income. As a result, United States stockholders generally will not be able to apply any “passive losses” against this income or gain. Distributions we make, to the extent they do not constitute a return of capital, generally will be treated as investment income for purposes of computing the investment interest limitation. Gain arising from the sale or other disposition of our shares, however, may not be treated as investment income depending upon your particular situation.

Retention of Net Capital Gains:  We may elect to retain, rather than distribute as a capital gain dividend, our net capital gains. If we make this election, we would pay tax on our retained net capital gains. In addition, to the extent we designate, a United States stockholder generally would:

• include its proportionate share of our undistributed net capital gains in computing its long-term capital gains in its return for its taxable year in which the last day of our taxable year falls, subject to certain limitations as to the amount that is includable;

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• be deemed to have paid the capital gains tax imposed on us on the designated amounts included in the United States stockholder’s long-term capital gains;

• receive a credit or refund for the amount of tax deemed paid by it;

• increase the adjusted basis of its common stock by the difference between the amount of includable gains and the tax deemed to have been paid by it; and

• in the case of a United States stockholder that is a corporation, appropriately adjust its earnings and profits for the retained capital gains as required by treasury regulations to be prescribed by the Internal Revenue Service.

Dispositions of Common Stock:  If you are a United States stockholder and you sell or dispose of your shares of common stock, you will recognize gain or loss for federal income tax purposes in an amount equal to the difference between the amount of cash and the fair market value of any property you receive on the sale or other disposition and your adjusted basis in the shares for tax purposes. This gain or loss will be capital if you have held the common stock as a capital asset. This gain or loss, except as provided below, will be long-term capital gain or loss if you have held the common stock for more than one year. United States stockholders who are individuals generally will be subject to U.S. federal income taxes at a maximum rate of 15% on long-term capital gains for taxable dispositions of the common stock occurring after May 5, 2003 and before January 1, 2009. In general, if you are a United States stockholder and you recognize loss upon the sale or other disposition of common stock that you have held for six months or less, the loss you recognize will be treated as a long-term capital loss to the extent you received distributions from us which were required to be treated as long-term capital gains.

Information Reporting and Backup Withholding:  We report to our United States stockholders and the Internal Revenue Service the amount of dividends paid during each calendar year and the amount of any tax withheld. Under the backup withholding rules, a stockholder may be subject to backup withholding with respect to dividends paid unless the holder is a corporation or is otherwise exempt and, when required, demonstrates this fact or provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with the backup withholding rules. A United States stockholder that does not provide us with his correct taxpayer identification number may also be subject to penalties imposed by the Internal Revenue Service. Backup withholding is not an additional tax. Any amount paid as backup withholding will be creditable against the stockholder’s income tax liability. In addition, we may be required to withhold a portion of capital gain distributions to any stockholders who fail to certify their non-foreign status. See “—Taxation of Non-United States Stockholders.”

Taxation of Tax-Exempt Stockholders

The Internal Revenue Service has ruled that amounts distributed as dividends by a qualified real estate investment trust do not constitute unrelated business taxable income when received by a tax-exempt entity. Based on that ruling, except as described below, dividend income from us and gain arising upon your sale of shares generally will not be unrelated business taxable income to a tax-exempt stockholder. This income or gain will be unrelated business taxable income, however, if the tax-exempt stockholder holds its shares as “debt financed property” within the meaning of the Code or if the shares are used in a trade or business of the tax-exempt stockholder. Generally, debt financed property is property the acquisition or holding of which was financed through a borrowing by the tax-exempt stockholder.

For tax-exempt stockholders which are social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans exempt from federal income taxation under Sections 501(c)(7), (c)(9), (c)(17) and (c)(20) of the Code, respectively, income from an investment in our shares will constitute unrelated business taxable income unless the organization is able to properly claim a deduction for amounts set aside or placed in reserve for specific purposes so as to offset the income generated by its investment in our shares. These prospective investors should consult their tax advisors concerning these “set aside” and reserve requirements.

Notwithstanding the above, however, a portion of the dividends paid by a “pension held REIT” will be treated as unrelated business taxable income as to some trusts that hold more than 10%, by value, of the interests of a real estate investment trust. A real estate investment trust will not be a “pension held REIT” if it is able to satisfy the “not closely held” requirement without relying on the “look-through” exception with respect to certain trusts. As a result of limitations on the transfer and ownership of stock contained in our charter, we do not expect to be classified as a “pension-held REIT,” and as a result, the tax treatment described in this paragraph should be inapplicable to our tax-exempt stockholders.

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Taxation of Non-United States Stockholders

The preceding discussion does not address the rules governing United States federal income taxation of the ownership and disposition of our common stock by persons that are non-United States stockholders. When we use the term “non-United States stockholder” we mean stockholders who are not United States stockholders. In general, non-United States stockholders may be subject to special tax withholding requirements on distributions from us and with respect to their sale or other disposition of our common stock, except to the extent reduced or eliminated by an income tax treaty between the United States and the non-United States stockholder’s country. A non-United States stockholder who is a stockholder of record and is eligible for reduction or elimination of withholding must file an appropriate form with us in order to claim such treatment. Non-United States stockholders should consult their own tax advisors concerning the federal income tax consequences to them of an acquisition of shares of our common stock, including the federal income tax treatment of dispositions of interests in and the receipt of distributions from us.

Other Tax Consequences

Your state and local tax treatment may not conform to the United States federal income tax consequences summarized above. Consequently, you should consult your tax advisor regarding the effect of state and local tax laws on an investment in our common stock.

Proposed Legislation

Recently legislation was introduced in the United States House of Representatives and the Senate that would amend certain rules relating to REITs. As of the date hereof, this legislation has not been enacted into law. The proposed legislation would, among other things, include the following changes:

• As discussed under “—Taxation of the Company as a REIT—Asset Tests,” we may not own more than 10% by vote or value of any one issuer’s securities. If we fail to meet this test at the end of any quarter and such failure is not cured within 30 days thereafter, we would fail to qualify as a REIT. Under the proposal, after the 30 day cure period, a REIT could dispose of sufficient assets to cure such a violation that does not exceed the lesser of 1% of the REIT’s assets at the end of the relevant quarter or $10,000,000. For violations due to reasonable cause that are larger than this amount, the legislation would permit the REIT to avoid disqualification as a REIT, after the 30 day cure period, by taking steps including the disposition of sufficient assets to meet the asset test and paying a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the nonqualifying assets.

• The legislation would expand the straight debt safe harbor under which certain types of securities are disregarded as securities when calculating the 10% value limitation discussed above.

• The legislation also would change the formula for calculating the tax imposed for certain violations of the 75% and 95% gross income tests described under “—Taxation of the Company as a REIT—Income Tests” and would make certain changes to the requirements for availability of the applicable relief provisions for failure to meet such tests.

• The legislation would clarify a rule regarding our ability to enter into leases with a taxable REIT subsidiary.

• The legislation would eliminate certain exclusions from the calculation of “redetermined rents” subject to the 100% penalty tax.

The foregoing is a non-exhaustive list of changes that would be made by the proposed legislation. The provisions contained in this legislation relating to expansion of the straight debt safe harbor and our ability to enter into leases with our taxable REIT subsidiary, would apply to taxable years ending after December 31, 2000, and the remaining provisions generally would apply to taxable years beginning after the date the legislation is enacted. In any event, there can be no assurance regarding whether the proposed legislation ultimately will be enacted or the form in which it might be enacted.

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PLAN OF DISTRIBUTION

This prospectus relates to the possible issuance by Kimco of the shares of our common stock if, and to the extent that, holders of limited partnership units of Kimco Westlake, L.P. tender their units for exchange and we have registered the shares for sale to provide the holders thereof with freely tradable securities, but registration of such shares does not necessarily mean that any of such shares will be offered or sold by the holders.

We will not receive any proceeds from the issuance of shares of our common stock in exchange for Kimco-Westlake limited partnership units or from any subsequent offering of such shares by their holders. Shares of our common stock may be sold from time to time directly by any of the stockholders. Alternatively, common stockholders may from time to time offer the shares through dealers or agents, who may receive compensation in the form of commissions from the selling holders and/or the purchasers of shares for whom they may act as agent. The sale of the shares by their holders may be effected from time to time in one or more negotiated transactions at negotiated prices or in transactions on any exchange or automated quotation system on which the securities may be listed or quoted. The selling holders and any dealers or agents that participate in the distribution of shares of our common stock may be deemed to be underwriters within the meaning of the Securities Act and any profit on the sale of shares of our common stock by them and any commissions received by any such dealers or agents might be deemed to be underwriting commissions under the Securities Act.

To comply with state securities laws, the shares of our common stock will not be sold in a particular state unless the shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

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EXPERTS

The financial statements incorporated in this prospectus by reference to the Kimco Realty Corporation and Subsidiaries’ Annual Report on Form 10-K for the year ended December 31, 2003, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

LEGAL MATTERS

The legality of the issuance of the shares of our common stock has been passed upon for us by Venable LLP, Baltimore, Maryland. Tax matters under “Material Federal Income Tax Considerations” has been passed upon for us by Latham & Watkins LLP, New York, New York. Certain members of Latham & Watkins LLP and their families own beneficial interests in less than 1% of our common stock.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.     Indemnification of Directors and Officers.

The Maryland General Corporation Law (the “MGCL”) permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. The charter of the Company contains such a provision which eliminates such liability to the maximum extent permitted by Maryland law.

The charter of the Company authorizes it, to the maximum extent permitted by Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former director or officer or (b) any individual who, while a director of the Company and at the request of the Company, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The Bylaws of the Company obligate it, to the maximum extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former director or officer who is made a party to the proceeding by reason of his service in that capacity or (b) any individual who, while a director of the Company and at the request of the Company, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made a party to the proceeding by reason of his service in that capacity. The charter and Bylaws also permit the Company to indemnify and advance expenses to any person who served a predecessor of the Company in any of the capacities described above and to any employee or agent of the Company or a predecessor of the Company.

The MGCL requires a corporation (unless its charter provides otherwise, which the Company’s charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made a party by reason of his service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the MGCL requires the Company, as a condition to advancing expenses, to obtain (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the Company as authorized by the Bylaws and (b) a written undertaking by him or on his behalf to repay the amount paid or reimbursed by the Company if it shall ultimately be determined that the standard of conduct was not met.

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Item 21.      Exhibits and Financial Data Schedules.

(A)     Exhibits:

3	(a)	—	Articles of Amendment and Restatement of the Company, dated August 4, 1994 (Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994)
	(b)	—	By-laws of the Company dated February 6, 2002, as amended (Incorporated by reference to Exhibit 3.2 to the 2001 Form 10-K)
	(c)	—	Articles Supplementary relating to the 8 1/2% Class B Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated July 25, 1995. (Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1995 (file #1-10899))
	(d)	—	Articles Supplementary relating to the 8 3/8% Class C Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated April 9, 1996 (Incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996)
	(e)	—	Articles Supplementary relating to the 7 1/2% Class D Cumulative Convertible Preferred Stock, par value $1.00 per share, of the Company, dated May 14, 1998 (Incorporated by reference to the Company’s and The Price REIT, Inc.’s Joint Proxy/Prospectus on Form S-4 No. 333-52667)
	(f)	—	Articles Supplementary relating to the 6.65% Class F Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated May 7, 2003 (Incorporated by reference to the Company’s filing on Form 8-A dated June 3, 2003)
4	(a)	—	Agreement of Limited Partnership of Kimco Westlake, L.P. dated as of October 22, 2002*
	(b)	—	Registration Rights Agreement, dated as of October 22, 2002, by and between the Company and Westlake Development Company, Inc.*
	(c)	—	Form of common stock certificate (Incorporated by reference to Exhibit 4(h) to the Company’s Registration Statement on Form S-3, dated May 30, 1996)
5		—	Opinion of Venable LLP*
8		—	Opinion of Latham & Watkins LLP regarding tax matters*
23	(a)	—	Consent of PricewaterhouseCoopers LLP*
	(b)	—	Consent of Venable LLP (included in Exhibit 5)
	(c)	—	Consent of Latham & Watkins LLP (included in Exhibit 8)
24		—	Power of attorney included on signature page in Part II of the initial registration statement*

* Filed herewith.

(B)     Financial Statement Schedules:

All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, are inapplicable or not material, or the information called for thereby is otherwise included in the financial statements and therefore has been omitted.

Item 22.      Undertakings.

We hereby undertake:
	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
		(i)	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
	(ii)     To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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      (iii)      To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that subparagraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in the periodic reports filed by us pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2) That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

We hereby further undertake that, for the purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described under Item 15 of this registration statement, or otherwise (other than insurance), we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable. In the event that a claim for indemnification against those liabilities (other than the payment by us of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by that director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether that indemnification by us is against public policy as expressed in that Act and will be governed by the final adjudication of that issue.

The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of New Hyde Park, State of New York on this 30th day of April, 2004.

KIMCO REALTY CORPORATION
	/s/ Michael V. Pappagallo
By:
	Michael V. Pappagallo
	Vice President and Chief Financial Officer

The undersigned directors and officers of Kimco Realty Corporation hereby constitute and appoint Milton Cooper and Michael V. Pappagallo and each of them with full power to act without the other and with full power of substitution and resubstitution, our true and lawful attorneys-in-fact with full power to execute in our name and behalf in the capacities indicated below this Registration Statement on Form S-4 and any and all amendments thereto, including post-effective amendments to this Registration Statement and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and hereby ratify and confirm that all such attorneys-in-fact, or any of them, or their substitutes shall lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on this 30th day of April, 2004:

Signature	Title
/s/ Martin S. Kimmel	Director
Martin S. Kimmel
/s/ Milton Cooper	Chairman of the Board of Directors and Chief Executive Officer
Milton Cooper
/s/ Michael J. Flynn	Vice Chairman of the Board of Directors, President and Chief Operating Officer
Michael J. Flynn
/s/ Michael V. Pappagallo	Vice President and Chief Financial Officer
Michael V. Pappagallo
/s/ David B. Henry	Chief Investment Officer and Director
David B. Henry
/s/ Richard G. Dooley	Director
Richard G. Dooley
/s/ Frank Lourenso	Director
Frank Lourenso
/s/ Joseph Grills	Director
Joseph Grills
/s/ F. Patrick Hughes	Director
F. Patrick Hughes
/s/ Richard B. Saltzman	Director
Richard B. Saltzman

EXHIBIT INDEX

Exhibit Number			Description
3	(a)	—	Articles of Amendment and Restatement of the Company, dated August 4, 1994 (Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994)
	(b)	—	By-laws of the Company dated February 6, 2002, as amended (Incorporated by reference to Exhibit 3.2 to the 2001 Form 10-K)
	(c)	—	Articles Supplementary relating to the 8 1/2% Class B Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated July 25, 1995. (Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1995 (file #1-10899))
	(d)	—	Articles Supplementary relating to the 8 3/8% Class C Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated April 9, 1996 (Incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996)
	(e)	—	Articles Supplementary relating to the 7 1/2% Class D Cumulative Convertible Preferred Stock, par value $1.00 per share, of the Company, dated May 14, 1998 (Incorporated by reference to the Company’s and The Price REIT, Inc.’s Joint Proxy/Prospectus on Form S-4 No. 333-52667)
	(f)	—	Articles Supplementary relating to the 6.65% Class F Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated May 7, 2003 (Incorporated by reference to the Company’s filing on Form 8-A dated June 3, 2003)
4	(a)	—	Agreement of Limited Partnership of Kimco Westlake, L.P. dated as of October 22, 2002*
	(b)	—	Registration Rights Agreement, dated as of October 22, 2002, by and between the Company and Westlake Development Company, Inc.*
	(b)	—	Form of common stock certificate (Incorporated by reference to the Exhibit 4(h) to the Company’s Registration Statement on Form S-3, dated May 30, 1996)
5		—	Opinion of Venable LLP*
8		—	Opinion of Latham & Watkins LLP regarding tax matters*
23	(a)	—	Consent of PricewaterhouseCoopers LLP*
	(b)	—	Consent of Venable LLP (included in Exhibit 5)
	(c)	—	Consent of Latham & Watkins LLP (included in Exhibit 8)
24		—	Power of attorney included on signature page in Part II of the initial Registration Statement*

* Filed herewith

_________________

EX-4.(A)

                                                                    EXHIBIT 4(a)


                        AGREEMENT OF LIMITED PARTNERSHIP


                                       OF


                               KIMCO WESTLAKE L.P.


                                 ---------------


            THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
            OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD,
           TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
         REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE PARTNERSHIP
            AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP, IN
           FORM AND SUBSTANCE SATISFACTORY TO THE PARTNERSHIP, TO THE
          EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION
          MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER
                 APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.





                                TABLE OF CONTENTS


                                                                                                               Page
                                                                                                               ----
                                                                                                            

ARTICLE 1         DEFINED TERMS...................................................................................1

ARTICLE 2         ORGANIZATIONAL MATTERS.........................................................................13
         Section 2.1       Formation.............................................................................13
         Section 2.2       Name..................................................................................13
         Section 2.3       Registered Office and Agent; Principal Office.........................................13
         Section 2.4       Power of Attorney.....................................................................13
         Section 2.5       Term..................................................................................15
         Section 2.6       Certificates Evidencing Partnership Interests.........................................15

ARTICLE 3         PURPOSE........................................................................................15
         Section 3.1       Purpose and Business..................................................................15
         Section 3.2       Powers................................................................................16

ARTICLE 4         CAPITAL CONTRIBUTIONS..........................................................................16
         Section 4.1       Capital Contributions of the Partners.................................................16
         Section 4.2       No Issuance of Additional Partnership Interests.......................................17
         Section 4.3       Discretionary Capital Contributions...................................................17
         Section 4.4       [Intentionally left blank]............................................................17
         Section 4.5       No Third Party Beneficiary............................................................17

ARTICLE 5         DISTRIBUTIONS..................................................................................17
         Section 5.1       Requirement and Characterization of Distributions.....................................17
         Section 5.2       Amounts Withheld......................................................................19

ARTICLE 6         ALLOCATIONS OF PROFIT AND LOSS.................................................................20
         Section 6.1       Capital Accounts......................................................................20
         Section 6.2       Net Income, Losses and Distributive Shares............................................21
         Section 6.3       Negative Capital Accounts.............................................................25
         Section 6.4       Application to Assignees..............................................................25

ARTICLE 7         MANAGEMENT AND OPERATIONS OF BUSINESS..........................................................25
         Section 7.1       Management............................................................................25
         Section 7.2       Certificate of Limited Partnership....................................................28
         Section 7.3       Restrictions on General Partner Authority.............................................28
         Section 7.4       Reimbursement of the General Partner..................................................30
         Section 7.5       Contracts with Affiliates.............................................................30
         Section 7.6       Indemnification.......................................................................30
         Section 7.7       Liability of the General Partner......................................................32
         Section 7.8       Other Matters Concerning the General Partner..........................................33
         Section 7.9       Title to Partnership Assets...........................................................34
         Section 7.10      Reliance by Third Parties.............................................................34
         Section 7.11      General Partner's Capital Contribution to Fund the Prorations and Other
                           Expenses under the Contribution Agreement.............................................35


                                       i


                                TABLE OF CONTENTS


                                                                                                               Page
                                                                                                               ----
                                                                                                            

ARTICLE 8         RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS.....................................................35
         Section 8.1       Limitation of Liability...............................................................35
         Section 8.2       Management of Business................................................................35
         Section 8.3       Outside Activities of Limited Partners and Assignees..................................36
         Section 8.4       Return of Capital.....................................................................36
         Section 8.5       Exchange Rights of Qualifying Parties.................................................36
         Section 8.6       The General Partner's Right to Call Limited Partner Interests.........................40
         Section 8.7       Other Exchanges.......................................................................41

ARTICLE 9         BOOKS, RECORDS, ACCOUNTING AND REPORTS.........................................................42
         Section 9.1       Records and Accounting................................................................42
         Section 9.2       Fiscal Year...........................................................................42
         Section 9.3       Reports and Partnership Information...................................................42
         Section 9.4       Confidential Material.................................................................43

ARTICLE 10        TAX MATTERS....................................................................................43
         Section 10.1      Preparation of Tax Returns............................................................43
         Section 10.2      Tax Elections.........................................................................43
         Section 10.3      Tax Matters Partner...................................................................44
         Section 10.4      Organizational Expenses...............................................................45
         Section 10.5      Withholding...........................................................................45

ARTICLE 11        TRANSFERS AND WITHDRAWALS......................................................................46
         Section 11.1      Transfer .............................................................................46
         Section 11.2      Transfer of the General Partner Interest..............................................47
         Section 11.3      Limited Partners' Rights to Transfer..................................................48
         Section 11.4      Substituted Limited Partners..........................................................49
         Section 11.5      Assignees.............................................................................49
         Section 11.6      General Provisions....................................................................50

ARTICLE 12        ADMISSION OF PARTNERS..........................................................................51
         Section 12.1      Admission of Successor General Partner................................................51
         Section 12.2      Amendment of Agreement and Certificate of Limited Partnership.........................51

ARTICLE 13        DISSOLUTION, LIQUIDATION AND TERMINATION.......................................................52
         Section 13.1      Dissolution...........................................................................52
         Section 13.2      Winding Up............................................................................52
         Section 13.3      Rights of Partners and Assignees......................................................53
         Section 13.4      Notice of Dissolution.................................................................54
         Section 13.5      Termination of Partnership and Cancellation of Certificate of Limited
                           Partnership...........................................................................54
         Section 13.6      Reasonable Time for Winding-Up........................................................54
         Section 13.7      Waiver of Partition...................................................................54

ARTICLE 14        AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS...................................................54
         Section 14.1      Amendments............................................................................54
         Section 14.2      Meetings of the Partners..............................................................55


                                       ii

                                TABLE OF CONTENTS


                                                                                                               Page
                                                                                                               ----
                                                                                                            


ARTICLE 15        GENERAL PROVISIONS.............................................................................55
         Section 15.1      Addresses and Notice..................................................................55
         Section 15.2      Titles and Captions...................................................................56
         Section 15.3      Pronouns and Plurals..................................................................56
         Section 15.4      Further Action........................................................................56
         Section 15.5      Binding Effect........................................................................56
         Section 15.6      Creditors.............................................................................56
         Section 15.7      Waiver................................................................................56
         Section 15.8      Counterparts..........................................................................56
         Section 15.9      Applicable Law........................................................................57
         Section 15.10     Invalidity of Provisions..............................................................57
         Section 15.11     Entire Agreement......................................................................57


Exhibit A                  Partners Contributions and Partnership Interests
Exhibit B                  Form of Notice of Exchange
Exhibit C                  Form of Prospective Subscriber Questionnaire
Exhibit D                  Representations and Warranties
Exhibit E                  Form of Tax Protection Agreement




                                      iii


                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                               KIMCO WESTLAKE L.P.


         THIS AGREEMENT OF LIMITED PARTNERSHIP OF KIMCO WESTLAKE L.P. (as it may
be amended, supplemented or restated from time to time, this "Agreement"), dated
as of October 22, 2002 (the "Closing Date"), is entered into by Kimwest 186,
Inc., a Delaware corporation (the "General Partner"), Kimco Realty Corporation,
a Maryland corporation (the "Kimco Limited Partner") and the Persons (as defined
below) whose names are set forth on Exhibit A attached hereto (as it may be
amended from time to time) (collectively, including the Kimco Limited Partner,
the "Limited Partners").

         WHEREAS, in connection with that certain Contribution Agreement dated
as of August 14, 2002, as amended from time to time, the Partners of the
Partnership desire to form the Partnership and carry on the partnership on the
following terms and conditions.

         NOW THEREFORE, in consideration of the mutual covenants herein
contained, and other valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto do hereby agree as follows:

                                    ARTICLE 1
                                  DEFINED TERMS

         The following definitions shall be for all purposes, unless otherwise
clearly indicated to the contrary, applied to the terms used in this Agreement.

         "Act" means the Uniform Limited Partnership Act of the State of
California, as it may be amended from time to time, and any successor to such
statute.

         "Additional Unit Number" shall mean, as of any Exchange Date, a number
determined by (1) dividing 80,000,000 by (2) the product of (A) the Value of a
REIT Share on the Exchange Date and (B) the Modified Adjustment Factor, and (3)
subtracting 2,383,080 therefrom; provided that in no event shall the aggregate
Additional Unit Number be greater than 251,966 or less than zero.
Notwithstanding the foregoing, for purposes of any Exchange Date occurring on or
after the fifth (5th) anniversary of the Closing Date, the Additional Unit
Number shall be fixed based on the foregoing formula using, in lieu of the
amount described in clause (2)(A) above, the Fifth Anniversary Average Price,
and by using, in lieu of the factor specified in clause (2)(B) above, the
Modified Adjustment Factor as of such fifth (5th) anniversary. The Additional
Unit Number with respect to Tendered Units on any Exchange Date shall mean the
Additional Unit Number, determined as provided in the preceding sentences on the
relevant Exchange Date for such Tendered Units, multiplied by a fraction, the
numerator of which is the number of such Tendered Units and the denominator is
the aggregate number of Units issued to the Westlake Limited Partner on the
Closing Date.

                                      -1-


         "Adjusted Capital Account" means, with respect to any Partner, such
Partner's Capital Account maintained in accordance with Section 6.1 hereof, as
of the end of the relevant period, after giving effect to the following
adjustments:

                  A. Credit to such Capital Account that portion of any deficit
         Capital Account balance that such Partner is obligated to restore under
         the terms of this Agreement or any other document, such Partner's share
         of Minimum Gain and such Partner's share of Partner Nonrecourse Debt
         Minimum Gain.

                  B. Debit to such Capital Account the items described in
         Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

The foregoing definition of "Adjusted Capital Account" is intended to comply
with the provisions of Regulations Sections 1.704-1(b)(2) and 1.704-2, and shall
be interpreted consistently therewith.

         "Adjusted Capital Account Deficit" means, with respect to any Partner,
the deficit balance, if any, in that Partner's Adjusted Capital Account as of
the end of the relevant period.

         "Adjustment Factor" means 1.0; provided, however, that in the event
Kimco or its successors in interest (i) declares or pays a dividend on its
outstanding REIT Shares in REIT Shares or makes a distribution to all holders of
its outstanding REIT Shares in REIT Shares, (ii) splits or subdivides its
outstanding REIT Shares, (iii) effects a reverse stock split or otherwise
combines its outstanding REIT Shares into a smaller number of REIT Shares, or
(iv) issues REIT Shares to all holders of its outstanding REIT Shares pursuant
to a recapitalization or reclassification of outstanding REIT Shares, the
Adjustment Factor shall be adjusted by multiplying the Adjustment Factor
previously in effect by a fraction, (A) the numerator of which shall be the
number of REIT Shares issued and outstanding on the record date for such
dividend, distribution, split, subdivision, reverse split or combination
(assuming for such purposes that such dividend, distribution, split,
subdivision, reverse split or combination has occurred as of such time) and (B)
the denominator of which shall be the actual number of REIT Shares (determined
by assuming for such purposes that such dividend, distribution, split,
subdivision, reverse split or combination has not occurred as of such time)
issued and outstanding on the record date for such dividend, distribution,
split, subdivision, reverse split or combination; provided, further, that in the
event Kimco or its successor in interest engages in a Transaction that results
in a successor to Kimco, the Adjustment Factor shall be adjusted by multiplying
the Adjustment Factor previously in effect by a fraction, the numerator of which
shall be the Value of a REIT Share of Kimco immediately prior to the
effectiveness of the Transaction and the denominator of which shall be the Value
of a REIT Share of the successor of Kimco immediately prior to the effectiveness
of the Transaction; provided, further, that the Adjustment Factor shall be
adjusted in the event of a distribution pursuant to Section 5.1.B(3) and Section
5.1.B(4) of this Agreement by multiplying the Adjustment Factor previously in
effect by a fraction (X) the numerator of which shall be the aggregate Fair
Market Value of all Limited Partner Interests held by the Westlake Limited
Partners and the Westlake Assignees as of the date of such distribution minus
the aggregate distribution to the Westlake Limited Partners and the Westlake
Assignees pursuant to Section 5.1.B(3) and Section 5.1.B(4) hereof on such date
and (Y) the denominator of which shall be the aggregate Fair Market Value of all
Limited Partner Interests held by the Westlake Limited Partners and the Westlake
Assignees as of the date of such distribution (determined immediately prior to
such distribution)(the adjustment resulting from this proviso, the "Return of
Capital Adjustment"). Any adjustments to the Adjustment Factor shall become
effective, with respect to any events described above, on the record date (or if
no record date, the effective date for such event) or, with respect to an
adjustment to the Adjustment Factor due to a distribution to the Limited
Partners pursuant to Section 5.1.B(3) and Section 5.1.B(4) hereof, the earlier
of the date of such distribution or the date in which the Limited Partners and
the Assignees become entitled to such distribution (if any).

                                      -2-


         "Affiliate" means, with respect to any Person, (i) any Person directly
or indirectly controlling, controlled by or under common control with such
Person; (ii) any Person owning or controlling ten percent (10%) or more of the
outstanding voting interests of such Person; (iii) any Person of which such
Person owns or controls ten percent (10%) or more of the voting interests; or
(iv) any officer, director, general partner or trustee of such Person or of any
Person referred to in clauses (i), (ii), and (iii) above.

         "Agreed Value" means, (i) in the case of the Property, the gross fair
market value of such property at the time of contribution as set forth in the
Contribution Agreement and on Exhibit A to this Agreement, and (ii) in the case
of assets (other than cash) contributed or deemed contributed to the Partnership
by a Partner, the gross fair market value thereof listed in Exhibit A to this
Agreement in connection with such contribution.

         "Agreement" means this Agreement of Limited Partnership and the
exhibits thereto (including without limitation, the Tax Protection Agreement),
as it (or they) may be amended, supplemented or restated from time to time.

         "Appraised Value" means the amount for which the Partnership's assets
and business would be sold, on an "as is" basis, with no representations or
warranties, in an arm's-length transaction, by a willing seller to a willing
buyer, neither being under compulsion to buy or sell.

         "Assignee" means a Person to whom all or a portion of the economic
interest appurtenant to one (1) or more Limited Partner Interests has been
transferred in a manner permitted under this Agreement. "Assignee" shall not
include a Substituted Limited Partner.

         "Assumed Liquidation Value" with respect to a Limited Partnership
Interest means the amount, as reasonably determined by the General Partner, that
would be received with respect to such interest if the Partnership sold all of
its assets and business for the Appraised Value on the Exchange Date and
immediately thereafter the Partnership paid all liabilities and obligations of
the Partnership, and deducted customary closing costs that would be associated
with a third party sale, and distributed the net proceeds to each Partner in
liquidation of the Partnership pursuant to Section 13.2 hereof.

         "Assumed Tax Rate" means the combined maximum marginal individual
federal and California income tax rates for the year of the allocation at issue,
adjusted to take into account the deductibility of state income tax for federal
income tax purposes.

                                      -3-


         "Available Cash" means, with respect to any period for which such
calculation is being made, (a) all cash revenues and funds received by the
Partnership from whatever source (including without limitation any loans from
the Kimco Limited Partner and the proceeds of any Capital Contribution to the
Partnership and excluding the gross proceeds of any Terminating Capital
Transaction) plus the amount of any reduction (including, without limitation, a
reduction resulting because the General Partner determines in its sole and
absolute discretion such amounts are no longer necessary) in reserves of the
Partnership, which reserves are referred to in clause (b)(iv) below; less (b)
the sum of the following (except to the extent taken into account in determining
Terminating Capital Transaction Proceeds):

                           (i) all interest, principal and other debt payments
         made during such period by the Partnership,

                           (ii) all cash expenditures (including, without
         limitation, capital expenditures with respect to tangible and
         intangible assets) made by the Partnership during such period,

                           (iii) investments in any entity (including, without
         limitation, loans made thereto) to the extent that such investments are
         not otherwise described in clauses (b)(i) or (ii); and

                           (iv) the amount of any increases in reserves
         established during such period which the General Partner determines in
         its sole and absolute discretion are necessary or appropriate.

Notwithstanding the foregoing, Available Cash shall not include any cash
received or reductions in reserves, or take into account any disbursements made
or reserves established, after commencement of the dissolution and liquidation
of the Partnership.

         "Book-Tax Disparity" means, with respect to the Property, as of the
date of determination, the difference between the Book Value of such property
and the adjusted basis of such property for federal income tax purposes.

         "Book Value" means, with respect to the Property or any other property
contributed to the Partnership in accordance with this Agreement, the Agreed
Value of such property, and, with respect to any other Partnership asset, the
asset's adjusted basis for federal income tax purposes; provided, however, (a)
the Book Value of all Partnership assets may be adjusted in the event of a
revaluation of Partnership assets in accordance with Regulations Section
1.704-1(b)(2)(iv)(f) to such fair market value as shall be determined by the
General Partner in its reasonable judgment; (b) the Book Value of any
Partnership asset other than cash distributed to any Partner shall be the fair
market value of such asset on the date of distribution as determined by the
General Partner in its reasonable judgment and (c) the Book Value of any
Partnership asset shall be adjusted by the Depreciation taken into account with
respect to such asset for purposes of computing Profits and Losses.

         "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in New York, New York or San Francisco, California are
authorized or required by law to close.

         "Call Right" has the meaning set forth in Section 8.6.A.1.

                                      -4-


         "Call Notice" has the meaning set forth in Section 8.6.A.2.

         "Capital Account" has the meaning set forth in Section 6.1.A.

         "Capital Contribution" means, with respect to any Partner, the
aggregate amount of cash and other property which such Partner contributes or is
deemed to contribute to the Partnership in accordance with this Agreement.

         "Cash Payment" has the meaning set forth in Section 8.5.A.1.

         "Certificate" means the Certificate of Limited Partnership relating to
the Partnership to be filed in the office of the Secretary of State of the State
of California simultaneously with the effectiveness of this Agreement, as
amended from time to time in accordance with the terms hereof and the Act.

         "Charter" means the Articles of Incorporation of Kimco filed with the
Maryland State Department of Assessments and Taxation, as amended, supplemented
or restated from time to time.

         "Closing Date" shall have the meaning set forth in the first paragraph
of this Agreement.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Consent" means the consent or approval of a proposed action by a
Partner given in accordance with Section 14.2 hereof.

         "Contribution Agreement" means the Contribution Agreement, dated as of
August 14, 2002, between KRC Acquisition Corp., a Maryland corporation, and the
other parties thereto as amended from time to time.

         "Control" means the ability, whether through ownership of partnership
interests, of voting securities, or otherwise, to direct the policies and
management of any business entity.

         "Delivery Date" has the meaning set forth in Section 8.5.C.

         "Depreciation" means, for each fiscal year or other period, an amount
equal to the depreciation, amortization or other cost recovery deduction
allowable with respect to an asset for such year or other period for federal
income tax purposes, except that if the Book Value of an asset differs from its
adjusted basis for federal income tax purposes at the beginning of such fiscal
year or other period, Depreciation shall be adjusted as necessary so as to be an
amount which bears the same ratio to such beginning Book Value as the federal
income tax depreciation, amortization or other cost recovery deduction for such
year or other period bears to the beginning adjusted tax basis; provided,
however, that if the federal income tax depreciation, amortization or other cost
recovery deduction at the beginning of such year or other period is zero,
Depreciation for such year or other period shall be determined with reference to
such beginning Book Value using any reasonable method approved by the General
Partner that is consistent with the Partnership's method for making allocations
under Code Section 704(c).

                                      -5-


         "Exchange" has the meaning set forth in Section 8.5.A.1.

         "Exchange Date" means (a) with respect to Section 8.5, the date of
receipt by the General Partner of a Notice of Exchange from a Qualifying Party
pursuant to Section 8.5.A.3; and (b) with respect to Section 8.6, the date on
which the General Partner exercises the Call Right, as specified in the Call
Notice pursuant to Section 8.6.A.2.

         "Exchange Right" has the meaning set forth in Section 8.5.A.1.

         "Exchange Shares" has the meaning set forth in Section 8.5.B.1 hereof.

         "Fair Market Value" means, with respect to a Limited Partner Interest
held by a Westlake Limited Partner, the Cash Payment that would be paid with
respect to such Limited Partner Interest upon the exercise of the Exchange Right
with respect thereto (on the date of the distribution pursuant to Section 5.1.B
giving rise to the determination of Fair Market Value), assuming the General
Partner did not elect to cause such Limited Partner Interest to be exchanged for
REIT Shares. The determination of Fair Market Value shall be made without regard
to the one-year period specified in Section 8.5A.

         "Family Member(s)" means, with respect to any natural Person, such
Person's spouse, the natural or adoptive parents of such Person or his or her
spouse and the descendants, nephews, nieces, cousins, in-laws, aunts, uncles,
brothers, sisters (and their respective spouses) of such Person and any trusts
where such persons are direct or indirect beneficiaries.

         "Fifth Anniversary Average Price" means the average of the daily market
prices for a REIT Share for twenty (20) consecutive trading days immediately
preceding the fifth (5th) anniversary of the Closing Date. The market price for
any such trading day shall be the closing price on the New York Stock Exchange
(or such other principal exchange on which REIT Shares are traded) on such day.

         "Final adjustment" has the meaning set forth in Section 10.3.B(2).

         "General Partner" means Kimwest 186, Inc., a Delaware corporation, in
its capacity as the general partner of the Partnership, or its successor as
general partner of the Partnership.

         "General Partner Interest" means a Partnership Interest held by the
General Partner, in its capacity as general partner.

                                      -6-


         "Incapacity" means, (i) as to any individual that is Partner, death,
total physical disability or entry by a court of competent jurisdiction
adjudicating him incompetent to manage his Person or his estate; (ii) as to any
corporation which is a Partner, the filing of a certificate of dissolution, or
its equivalent, for the corporation or the revocation of its charter; (iii) as
to any partnership which is a Partner, the dissolution and commencement of
winding up of the partnership; (iv) as to any estate which is a Partner, the
distribution by the fiduciary of the estate's entire interest in the
Partnership; (v) as to any trustee of a trust which is a Partner, the
termination of the trust (but not the substitution of a new trustee); or (vi) as
to any Partner, the bankruptcy of such Partner. For purposes of this definition,
bankruptcy of a Partner shall be deemed to have occurred when (a) the Partner
commences a voluntary proceeding seeking liquidation, reorganization or other
relief under any bankruptcy, insolvency or other similar law now or hereafter in
effect; (b) the Partner is adjudged as bankrupt or insolvent, or a final order
for relief under any bankruptcy, insolvency or similar law now or hereafter in
effect has been entered against the Partner that is or has become nonappealable;
(c) the Partner executes and delivers a general assignment for the benefit of
the Partner's creditors; (d) the Partner files an answer or other pleading
admitting or failing to contest the material allegations of a petition filed
against the Partner in any proceeding filed against the Partner seeking
liquidation, reorganization or other relief under any bankruptcy, insolvency or
other similar law now or hereafter in effect; (e) the Partner seeks, consents to
or acquiesces in the appointment of a trustee, receiver or liquidator for the
Partner or for all or any substantial part of the Partner's properties; (f) any
proceeding seeking liquidation, reorganization or other relief of or against
such Partner under any bankruptcy, insolvency or other similar law now or
hereafter in effect has not been dismissed within one hundred twenty (120) days
after the commencement thereof; (g) the appointment, without the Partner's
consent or acquiescence, of a trustee, receiver or liquidator for the Partner or
for all or a substantial part of the Partner's assets has not been vacated or
stayed within ninety (90) days of such appointment; or (h) an appointment
referred to in clause (g) which has been stayed is not vacated within ninety
(90) days after the expiration of any such stay.

         "Indemnitee" means any Person made a party to a proceeding by reason of
(i) his, or its status as the General Partner, or as a partner, director,
trustee or officer of the Partnership or the General Partner, or as a
shareholder, director or officer of the General Partner, Kimco or any other
partner of the General Partner, or (ii) his or its liabilities, pursuant to a
loan guarantee or otherwise, for any indebtedness or obligation of the
Partnership (including, without limitation, any indebtedness or obligation which
the Partnership has assumed or taken assets subject to).

         "Initial Limited Partners" means the Kimco Limited Partner and Westlake
Development Company, Inc.

         "Investment Documents" has the meaning set forth in Section 11.4
hereof.

         "IRS" means the Internal Revenue Service.

         "Issuance Date" shall be the date that the Tendering Party receives
either the REIT Shares or cash in connection with an Exchange.

         "Kimco" means Kimco Realty Corporation, a Maryland corporation.

         "Limited Partner" shall mean each Initial Limited Partner of the
Partnership or any Substituted Limited Partner, in such Person's capacity as a
Limited Partner of the Partnership.

         "Limited Partner Interest" means a Partnership Interest of a Limited
Partner in the Partnership and includes any and all benefits to which the holder
of such a Partnership Interest may be entitled, together with all obligations of
such Person to comply with the terms and provisions of this Agreement.

         "Liquidating Event" has the meaning set forth in Section 13.1.

         "Liquidator" has the meaning set forth in Section 13.2.

                                      -7-


         "Loss" means, for each taxable year or other period, an amount equal to
the Partnership's items of taxable deduction and loss for such year or other
period, determined in accordance with Code Section 703(a) (including all items
of loss or deduction required to be stated separately under Code Section
703(a)(1)), with the following adjustments:

                  (a) Any expenditures of the Partnership described in Section
         705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B)
         expenditures under Regulation Section 1.704-1(b)(2)(iv)(i), and not
         otherwise taken into account in computing Loss, will be considered an
         item of Loss;

                  (b) Loss resulting from any disposition of Partnership
         property with respect to which gain or loss is recognized for federal
         income tax purposes will be computed by reference to the Book Value of
         such property, notwithstanding that the adjusted tax basis of such
         property may differ from its Book Value;

                  (c) In lieu of depreciation, amortization and other cost
         recovery deductions taken into account in computing taxable income or
         loss, there will be taken into account Depreciation for the taxable
         year or other period;

                  (d) Any items of deduction and loss specially allocated
         pursuant to Section 6.2.D shall not be considered in determining Loss;
         and

                  (e) Any decrease to Capital Accounts as a result of any
         adjustment to the Book Value of Partnership assets pursuant to
         Regulation Section 1.704-1(b)(2) (iv)(f) or (g) shall constitute an
         item of Loss.

         "Majority Holders" has the meaning set forth in Section 8.6.A.3.

         "Minimum Gain" shall have the meaning of such term as set forth in
Regulations Section 1.704-2(d). A Partner's share of Minimum Gain (and any net
decrease thereof) at any time shall be determined in accordance with Regulations
Section 1.704-2(g).

         "Modified Adjustment Factor" means the Adjustment Factor determined
without regard to the effect thereon of any Return of Capital Adjustment.

         "Net Loss" means, for any period, the excess of Losses over Profits, if
applicable, for such period.

         "Net Profit" means, for any period, the excess of Profits over Losses,
if applicable, for such period.

         "Nonrecourse Debt" means a non-recourse liability as defined in
Regulations Section 1.752-1(a).

         "Notice of Exchange" has the meaning set forth in Section 8.5.A.

         "Outside Date" has the meaning set forth in the Tax Protection
Agreement.

                                      -8-


         "Ownership Limit" means the applicable restriction on ownership of
shares of Kimco imposed under the Charter (as in effect from time to time).

         "Partner" means a General Partner or a Limited Partner, and "Partners"
means the General Partner and the Limited Partners collectively.

         "Partner Nonrecourse Debt" has the meaning of such term set forth in
Regulations Section 1.704-2(b)(4).

         "Partner Nonrecourse Debt Minimum Gain" has the meaning of such term
set forth in Regulations Section 1.704-2(i).

         "Partner Nonrecourse Deductions" has the meaning of such term set forth
in Regulations Section 1.704-2(i). The determination of which Partnership items
constitute Partner Nonrecourse Deductions shall be made in a manner consistent
with the manner in which Partnership Nonrecourse Deductions are determined.

         "Partner Priority Return" means an amount payable with respect to each
Unit held of record on the Partner Record Date equal to (a) the Dividend Factor
(as hereinafter defined), multiplied by (b) the dividend payable with respect to
one REIT Share to owners of record on the date corresponding to the applicable
Partner Record Date, multiplied by (c) the Adjustment Factor as of such date. No
Partner Priority Return shall accrue with respect to any Unit between Partner
Record Dates. For all record dates on or before the fifth (5th) anniversary of
the Closing Date, the "Dividend Factor" will equal 1.105731. For all record
dates after the fifth (5th) anniversary of the Closing Date, the Dividend Factor
shall equal the number determined in the following manner: if the product of the
Fifth Anniversary Average Price multiplied by the Modified Adjustment Factor
(the "Dividend Adjustment Average") is greater than or equal to $33.57, the
Dividend Factor shall be 1.0; if the Dividend Adjustment Average is equal to or
less than $30.36, the Dividend Factor shall be 1.105731; and if the Dividend
Adjustment Average is less than $33.57 and greater than $30.36, the Dividend
Factor shall equal $33.57 divided by the Dividend Adjustment Average (rounded to
the nearest millionth).

         "Partner Record Date" has the meaning set forth in Section 5.1(A).

         "Partnership" means the limited partnership formed under the Act and
pursuant to this Agreement and any successor thereto.

         "Partnership Interest" means an ownership interest in the Partnership
and includes any and all benefits to which the holder of such Partnership
Interest may be entitled, together with all obligations of such Person to comply
with the terms and provisions of this Agreement.

         "Partnership Year" means the calendar year.

         "Percentage Interest" with respect to a Partner means the amount,
expressed as a percentage, determined by dividing such Partner's number of Units
divided by the aggregate Units held by all Partners.

         "Permitted Transferee" has the meaning set forth in Section 11.3
hereof.

                                      -9-


         "Person" means an individual or a corporation, limited liability
company, partnership, trust, unincorporated organization, association or other
entity.

         "Primary Registration Statement" has the meaning set forth in Section
1(a) of the Registration Rights Agreement.

         "Profit" means, for each taxable year or other period, an amount equal
to the Partnership's items of taxable income and gain for such year or other
period, determined in accordance with Code Section 703(a) (including all items
of income and gain required to be stated separately under Code Section
703(a)(1)), with the following adjustments:

                  (a) Any income of the Partnership that is exempt from federal
         income tax and not otherwise taken into account in computing Profit
         will be added to Profit;

                  (b) Gain resulting from any disposition of Partnership
         property with respect to which gain or loss is recognized for federal
         income tax purposes will be computed by reference to the Book Value of
         such property, notwithstanding that the adjusted tax basis of such
         property may differ from its Book Value;

                  (c) Any items specially allocated pursuant to Section 6.2.D
         shall not be considered in determining Profit; and

                  (d) Any increase to Capital Accounts as a result of any
         adjustment to the Book Value of Partnership assets pursuant to
         Regulation Section 1.704-1(b)(2)(iv)(f) or (g) shall constitute an item
         of Profit.

         "Property" means the approximately 561,566 square foot mixed use
commercial center known as the Westlake Shopping Center, located in Daly City,
California or other real property owned by the Partnership from time to time.

         "Purchase Period" has the meaning set forth in Section 11.6.C.

         "Purchase Price" has the meaning set forth in Section 11.6.B.

         "Qualifying Party" means any Limited Partner.

         "Regulations" means the Treasury Regulations promulgated under the
Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

         "REIT" means a real estate investment trust qualifying under Code
Section 856.

         "REIT Share" means a share of Kimco's Common Stock, par value $.01 per
share, or a share of the common stock of a successor to Kimco pursuant to a
Transaction.

         "REIT Shares Amount" means, as of any Exchange Date, a number equal to
(a) the sum of the number of Tendered Units subject to such exercise plus the
Additional Unit Number, if any, with respect to such Tendered Units, multiplied
by (b) the Adjustment Factor.

                                      -10-


         "Registration Rights Agreement" means that certain Registration Rights
Agreement, of even date herewith, between Kimco and Westlake Development
Company, Inc.

         "Registration Statement" has the meaning set forth in Section 1(c) of
the Registration Rights Agreement.

         "Related Party" means, with respect to any Person, any other Person
whose ownership of shares of Kimco's capital stock would be attributed to the
first such Person under either Code Section 544 (as modified by Code Section
856(h)(1)(B)) or Code Section 318 (as modified by Code 856(d)(5)).

         "Representative" has the meaning set forth in Section 8.6.A.3.

         "Residual Percentage Interest" means the ratio in which distributions
are required to be made pursuant to Section 5.1.B(4).

         "Return of Capital Adjustment" has the meaning set forth in the
definition of Adjustment Factor.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder. Any reference herein to
a specific section or sections of the Securities Act shall be deemed to include
a reference to any corresponding provision of future law.

         "Substituted Limited Partner" means a Person who is admitted as a
Limited Partner to the Partnership from and after the date of this Agreement
pursuant to Section 11.4.

         "Tax Protection Agreement" means that certain agreement entered into by
and among Kimco, the Partnership, the General Partner and the Westlake Limited
Partner of even date herewith relating to certain tax matters, in the form
attached hereto as Exhibit E.

         "1031 Transaction" means a transaction treated as a wholly tax-free
exchange under Code Section 1031.

         "Tendered Units" has the meaning set forth in Section 8.5.A.1 hereof.

         "Tendering Party" has the meaning set forth in Section 8.5.A.3 hereof.

         "Terminating Capital Transaction" means any sale, transfer or other
disposition of all or substantially all of the assets of the Partnership or a
related series of transactions that, taken together, result in the sale or other
disposition of all or substantially all of the assets of the Partnership, other
than a 1031 Transaction or any other transaction in which gain or loss is not
recognized by the Partnership for federal income tax purposes. A Terminating
Capital Transaction may, in the General Partner's discretion, occur upon the
sale or other disposition of all or substantially all of the assets of the
Partnership even if the Partnership receives in exchange consideration that
consists, in whole or in part, of proceeds other than cash and regardless of
whether such sale or other disposition results in winding up of the Partnership.

                                      -11-


         "Terminating Capital Transaction Proceeds" means the sum of (i) (A) all
cash, notes or publicly traded securities received in a Terminating Capital
Transaction, (B) all cash received by the Partnership in respect of, or from the
sale or disposition by the Partnership of, non-cash proceeds of a Terminating
Capital Transaction and (C) non-cash proceeds of a Terminating Capital
Transaction, less (ii) all costs and expenses of the Partnership relating to
such Terminating Capital Transaction and all reserves established from the
proceeds of such Terminating Capital Transaction as are determined by the
General Partner in its sole and absolute discretion.

         "Transaction" has the meaning set forth in Section 11.2 hereof.

         "Transfer," when used with respect to all or any portion of a
Partnership Interest, means, subject to the terms of this definition below, any
transaction in which a Partner assigns all or any portion of his or its
Partnership Interest to another Person and includes any sale, assignment,
bequest, conveyance, devise, gift (outright or in trust), pledge, encumbrance,
hypothecation, mortgage, exchange, transfer or other disposition or act of
alienation, whether voluntary or involuntary or by operation of law. When the
term "Transfer" is used in Article 11 hereof, Transfer shall not mean (i) any
Exchange of Limited Partner Interests by the Partnership or any acquisition of
Tendered Units by the General Partner pursuant to Section 8.5 hereof or (ii) any
exchange of Limited Partner Interests pursuant to Section 8.6 or Section 8.7
hereof. The terms "Transferred" and "Transferring" have correlative meanings.

         "Transfer Interests" has the meaning set forth in Section 11.6.A.

         "Transfer Notice" has the meaning set forth in Section 11.6.B.

         "Transfer Terms" has the meaning set forth in Section 11.6.B.

         "Units" means, collectively, the units of Limited Partner Interests
issued to the Initial Limited Partners and the units of General Partnership
Interests issued to the General Partner on the Closing Date pursuant to the
Contribution Agreement, which units are set forth on Exhibit A. A transferee of
an undivided portion of a Partner's Partnership Interest shall succeed to a
proportionate number of the transferring Partner's Units.

         "Unrecovered Capital Amount" means, with respect to any Partner, the
sum of (i) the aggregate net amount credited to the Capital Account of such
Partner pursuant to Section 6.1 upon the making of a Capital Contribution to the
Partnership, less (ii) the aggregate distributions to such Partner pursuant to
Sections 5.1.B(3) and 5.1.B(4). The Unrecovered Capital Amount (as so adjusted)
shall be reduced for each Partnership Interest tendered for redemption by such
Partner, if any, by the Unrecovered Capital Amount allocable to such Partnership
Interest as of the Issuance Date for such tender. In addition, the Unrecovered
Capital Amount for each Partner (as so defined) shall be increased or decreased,
as the case may be, for any transfers of Partnership Interests (or economic
interests therein) to or by such Partner, in each case by an amount of the then
Unrecovered Capital Amount allocable to the Partnership Interests (or economic
interests therein) transferred at the time of the transfer.

                                      -12-


         "Value" means, on any Exchange Date, the average of the daily market
prices for a REIT Share for twenty (20) consecutive trading days immediately
preceding the Exchange Date. The market price for any such trading day shall be
the closing price on the New York Stock Exchange (or such other principal
exchange on which REIT Shares are traded) on such day.

         "Westlake Assignee" means any Assignee of a Westlake Limited Partner
that has acquired a Partnership Interest (or an undivided percentage economic
interest therein) in accordance with this Agreement and any Assignee of such a
Westlake Assignee that has acquired a Partnership Interest (or an undivided
percentage economic interest therein) in accordance with this Agreement.

         "Westlake Limited Partner" means Westlake Development Company, Inc. and
any Westlake Assignee that is a Partner. Should the Westlake Limited Partner
transfer its Limited Partner Interest in accordance with this Agreement, any
distributions and allocations among the Westlake Limited Partner and its
assignees/transferees hereunder thereafter shall be made according to their
relative Percentage Interests.

                                    ARTICLE 2
                             ORGANIZATIONAL MATTERS

         Section 2.1       Formation.

         The Partners hereby form the Partnership. Except as expressly provided
herein to the contrary, the rights and obligations of the Partners and the
administration and termination of the Partnership shall be governed by the Act.
The Partnership Interest of each Partner shall be personal property for all
purposes.

         Section 2.2       Name.

         The name of the Partnership is Kimco Westlake L.P. The General Partner
in its sole and absolute discretion may change the name of the Partnership at
any time and from time to time and shall notify the Limited Partners of such
change.

         Section 2.3       Registered Office and Agent; Principal Office.

         The address of the registered office of the Partnership in the State of
California and the name and address of the registered agent for service of
process on the Partnership in the State of California is Corporation Service
Company, which does business in California as CSC-Lawyers Incorporating Service.
The principal office of the Partnership shall be c/o Kimwest 186, Inc., 3333 New
Hyde Park Road, New Hyde Park, NY 11042, or such other place as the General
Partner may from time to time designate by notice to the Limited Partners. The
Partnership may maintain offices at such other place or places within or outside
the State of California as the General Partner deems advisable.

         Section 2.4       Power of Attorney.

         A. Subject to Section 7.3 hereof, each Limited Partner hereby
constitutes and appoints the General Partner, any Liquidator, and authorized
officers and attorneys-in-fact of each, and each of those acting singly, in each
case with full power of substitution, as its true and lawful agent and
attorney-in-fact, with full power and authority in its name, place and stead to:

                                      -13-


                  (1)      execute, swear to, acknowledge, deliver, file and
                           record in the appropriate public offices, to the
                           extent the joinder therein of Limited Partners is
                           required by the Act or other applicable law, rules or
                           regulations (a) all certificates, documents and other
                           instruments (including, without limitation, this
                           Agreement and the Certificate and all amendments or
                           restatement thereof) necessary to form, qualify or
                           continue the existence or qualification of the
                           Partnership as a limited partnership (or a
                           partnership in which the limited partners have
                           limited liability) in the State of California and in
                           all other jurisdictions in which the Partnership may
                           or plans to conduct business or own property; (b) all
                           instruments necessary to reflect any amendment,
                           change, modification or restatement of this Agreement
                           in accordance with its terms; (c) all instruments and
                           documents necessary to reflect the dissolution and
                           liquidation of the Partnership pursuant to the terms
                           of this Agreement, including, without limitation, a
                           certificate of cancellation; and (d) all instruments
                           relating to the admission, withdrawal, removal or
                           substitution of any Partner pursuant to, or other
                           events described in, Article 11 or 12 hereof or
                           allocation of the Capital Contribution of any Partner
                           in connection therewith. No person may take any
                           action pursuant to such power of attorney that (x)
                           creates liability, or the potential for liability, on
                           the part of any Limited Partner for indebtedness or
                           obligations of any other Person (including, without
                           limitation, the Partnership or the General Partner),
                           (y) subjects any Limited Partner to service of
                           process in any jurisdiction other than the state of
                           its residence or principal place of business and
                           other than as may be required by applicable law,
                           rules or regulations or (z) alters the rights,
                           benefits or obligations of any Limited Partner in
                           respect of the Partnership (whether under this
                           Agreement, the Act or otherwise), except pursuant to
                           amendments to this Agreement made, and other actions
                           taken, in accordance with the terms of this
                           Agreement. The General Partner or the Liquidator, as
                           applicable, shall provide each Limited Partner with a
                           copy of each document or other instrument executed on
                           behalf of such Limited Partner pursuant to the
                           foregoing power of attorney.

                  (2)      execute, swear to, seal, acknowledge and file all
                           ballots, consents, approvals, waivers, certificates
                           and other instruments appropriate or necessary, in
                           the sole and absolute discretion of the General
                           Partner or any Liquidator, to evidence or confirm any
                           vote, consent or approval of a Limited Partner or to
                           make, evidence, give, confirm or ratify any,
                           agreement or other action which is made or given by
                           the Partners hereunder or is consistent with the
                           terms of this Agreement or appropriate or necessary,
                           in the sole and absolute discretion of the General
                           Partner or any Liquidator, to effectuate the terms or
                           intent of this Agreement. Nothing contained in this
                           item (2) shall be construed to limit any vote,
                           consent or approval rights specifically given to the
                           Limited Partners elsewhere in this Agreement,
                           including without limitation, the provisions of
                           Section 7.3 hereof.

                                      -14-


Nothing contained herein shall be construed as authorizing the General Partner
or any Liquidator to amend this Agreement except in accordance with Article 14
hereof or as may be otherwise expressly provided for in this Agreement.

         B. The foregoing power of attorney is hereby declared to be irrevocable
and a power coupled with an interest, in recognition of the fact that each of
the Partners will be relying upon the power of the General Partner and any
Liquidator to act as contemplated by this Agreement in any filing or other
action by it on behalf of the Partnership, and it shall survive and not be
affected by the subsequent Incapacity of any Limited Partner and the transfer of
all or any portion of such Limited Partner's Partnership Interest and shall
extend to such Limited Partner's heirs, successors, assigns and personal
representatives. Each Limited Partner shall execute and deliver to the General
Partner or the Liquidator, within fifteen (15) days after receipt of the General
Partner's or Liquidator's request therefor, such further instruments as the
General Partner or the Liquidator, as the case may be, requests to confirm
actions taken pursuant to the foregoing power of attorney.

         Section 2.5       Term.

         The term of the Partnership commences as of the date of this Agreement
and shall continue until December 31, 2022, unless the Partnership is dissolved
sooner pursuant to the provisions of Article 13 or as otherwise provided by law.

         Section 2.6       Certificates Evidencing Partnership Interests.

         At the request of a Limited Partner, the General Partner, at its
option, may issue a certificate summarizing the terms of such Limited Partner's
interest in the Partnership, including the number of Partnership Units owned and
the Percentage Interest represented by such Partnership Units as of the date of
such certificate. Any such certificate (i) shall be in form and substance as
approved by the General Partner, (ii) shall not be negotiable and (iii) shall
bear the following legend:

         "THIS CERTIFICATE IS NOT NEGOTIABLE. THE PARTNERSHIP UNITS REPRESENTED
         BY THIS CERTIFICATE ARE GOVERNED BY AND TRANSFERABLE ONLY IN ACCORDANCE
         WITH THE PROVISIONS OF THE AGREEMENT OF LIMITED PARTNERSHIP OF KIMCO
         WESTLAKE L.P., AS AMENDED FROM TIME TO TIME."

                                    ARTICLE 3
                                     PURPOSE

         Section 3.1       Purpose and Business.

         The purpose and nature of the business to be conducted by the
Partnership is (i) to own, lease, operate, maintain, repair, develop, redevelop,
finance, sell or exchange and otherwise deal with the Property (or any successor
property(ies)), (ii) to carry on other business typical for an owner or operator
of real property with respect to the Property and (iii) to do other things
incident to the other purposes enumerated in this Section 3.1.

                                      -15-


         Section 3.2       Powers.

         The Partnership is empowered to do any and all acts and things
necessary, appropriate, proper, advisable, incidental to or convenient for the
furtherance and accomplishment of the purposes and business described herein and
for the protection and benefit of the Partnership, including, without
limitation, borrowing money to finance the Property and the conduct of the
Partnership's business, subject to any limitations contained in this Agreement,
provided that the Partnership shall not take any action which, in the judgment
of the General Partner, in its sole and absolute discretion, (a) could adversely
affect the ability of Kimco (or any successor that is a REIT) to continue to
qualify as a REIT, (b) could subject Kimco (or any successor that is a REIT) or
the General Partner to any additional taxes under Section 857 or Section 4981 of
the Code, or (c) could violate any law or regulation of any governmental body or
agency having jurisdiction over Kimco (or any successor) or the General Partner
or securities issued by Kimco or the General Partner unless such action (or
inaction) shall have been specifically consented to by the General Partner in
writing. The Partners hereby consent to any action deemed by the General Partner
to be reasonably desirable, necessary, suitable or convenient in order to enable
Kimco (or any successor that is a REIT) to continue to avoid the consequences
described in clauses (a), (b) or (c) of the preceding sentence.

         The Kimco Limited Partner shall be entitled to receive any information
that is available to the Company, or its agents, within five (5) Business Days
of a written request by the Kimco Limited Partner for such information if such
information is reasonably necessary for Kimco to determine its compliance with
Sections 856-860 of the Code and the Regulations promulgated thereunder.

                                    ARTICLE 4
                              CAPITAL CONTRIBUTIONS

         Section 4.1       Capital Contributions of the Partners.

         A. The General Partner has contributed an amount equal to one percent
of the capital of the Partnership as of the date of this Agreement, as set forth
opposite the General Partner's name on Exhibit A, and the Limited Partners have
contributed to the capital of the Partnership cash or property in the net amount
set forth opposite their names on Exhibit A.

         B. Except as provided in Sections 5.1, 8.5 and 10.5, the Partners shall
have no obligation to make any additional Capital Contributions, loans or other
advances of funds to the Partnership.

         C. No Limited Partner shall have any further personal liability to
contribute money to, or in respect of, the liabilities or the obligations of the
Partnership, nor shall any Limited Partner be personally liable for any
obligations of the Partnership, except as otherwise provided in this Agreement
or in the Act. No Limited Partner shall be required to make any contributions to
the capital of the Partnership other than as expressly provided for in this
Agreement.

                                      -16-


         Section 4.2       No Issuance of Additional Partnership Interests.

         The General Partner shall not cause or permit the Partnership to issue
additional Partnership Interests to the Partners or other Persons, except as
expressly provided in this Agreement.

         Section 4.3       Discretionary Capital Contributions.

         The General Partner or the Kimco Limited Partner shall have the right
to make Capital Contributions to the Partnership in excess of the amount set
forth in Exhibit A to the extent necessary as reasonably determined by the
General Partner to meet the Partnership's capital requirements, and, except as
otherwise provided in Section 8.5.A with respect to the exercise of an Exchange
Right, any such Capital Contributions shall be, as of the date contributed,
included in the General Partner's or the Kimco Limited Partner's Unrecovered
Capital Amount. Limited Partners shall have no preemptive or similar rights with
respect to any additional Capital Contributions to the Partnership. In the event
of such contributions, the Partnership shall issue a number of Units to the
General Partner or the Kimco Limited Partner, as the case may be, equal to the
amount of such contribution divided by $33.57.

         Section 4.4       Intentionally left blank.

         Section 4.5       No Third Party Beneficiary.

         No creditor or other third party having dealings with the Partnership
shall have the right to enforce the right or obligation of any Partner to make
Capital Contributions or loans or to pursue any other right or remedy hereunder
or at law or in equity, it being understood and agreed that the provisions of
this Agreement shall be solely for the benefit and may be enforced solely by,
the parties hereto and their respective successors and assigns. None of the
rights or obligations of the Partners herein set forth to make Capital
Contributions or loans to the Partnership shall be deemed an asset of the
Partnership for any purpose by any creditor or other third party, nor may such
rights or obligations be sold, transferred or assigned by the Partnership or
pledged or encumbered by the Partnership to secure any debt or other obligation
of the Partnership or of any of the Partners. In addition, it is the intent of
the parties hereto that no distribution to any Limited Partner shall be deemed a
return of money or other property in violation of the Act. However, if any court
of competent jurisdiction holds that, notwithstanding the provisions of this
Agreement, any Limited Partner is obligated to return such money or property,
such obligation shall be the obligation of such Limited Partner and not of the
General Partner. Without limiting the generality of the foregoing, a deficit
Capital Account of a Partner shall not be deemed to be a liability of such
Partner nor an asset or property of the Partnership.

                                    ARTICLE 5
                                  DISTRIBUTIONS

         Section 5.1       Requirement and Characterization of Distributions.

                                      -17-


         A. The General Partner shall distribute at least quarterly an amount
equal to 100% of Available Cash generated by the Partnership during each
calendar quarter or portion thereof during which the Partnership is in
existence, except that following a Terminating Capital Transaction,
distributions shall be made only pursuant to Section 5.1.B. In the event the
Available Cash in any calendar quarter is insufficient to make the distribution
required pursuant to Section 5.1.A(1) below, the Kimco Limited Partner shall
loan the Partnership an amount equal to the shortfall, which such amount shall
(i) accrue interest at the rate of 9% per annum, compounded annually, (ii)
together with such interest, shall be treated as a liability of the Partnership
for all purposes of this Agreement, and (iii) shall be secured by the Property
(and the General Partner is hereby directed to take such actions as may be
necessary or desirable in order to perfect such security interest). Cash
distributions pursuant to this Section 5.1 for a calendar quarter or shorter
period shall be made to the Partners who are Partners of record on the record
date for the regular quarterly dividend paid by Kimco to its shareholders for
such quarter ("Partner Record Date") and such distribution shall be payable to
Partners on or about the payment date for such dividend for such quarter. Such
distributions shall be made to the applicable Partners in accordance with the
following order of priority:

                  (1)      First, to the Westlake Limited Partner until such
                           Limited Partner has received an amount that, when
                           aggregated with all previous distributions to such
                           Limited Partner pursuant to this Section 5.1.A(1), is
                           equal to (but not in excess of) the greater of (a)
                           the sum of such Limited Partner's aggregate accrued
                           Partner Priority Return, or (b) one percent (1%) of
                           the cumulative distributions by the Partnership
                           pursuant to Section 5.1.A;

                  (2)      Second, to the General Partner and the Kimco Limited
                           Partner in proportion to each such Partners'
                           aggregate accrued and unpaid Partner Priority Return,
                           until each such Partner has received an amount that,
                           when aggregated with all previous distributions to
                           such Partner pursuant to this Section 5.1.A(2) is
                           equal to (but not in excess of) the sum of such
                           Partner's aggregate accrued Partner Priority Return;

                  (3)      Thereafter, 98.989899% to the Kimco Limited Partner
                           and 1.010101% to the General Partner.

         B. Terminating Capital Transaction Proceeds and any other amounts
available for distribution following a Terminating Capital Transaction shall be
distributed within sixty (60) days of receipt by the Partnership to those
Partners who are Partners on the date of the distribution of the Terminating
Capital Transaction Proceeds in accordance with the following order of priority:

                  (1)      First, to the Westlake Limited Partner until such
                           Limited Partner has received an amount that, when
                           aggregated with all previous distributions to such
                           Limited Partner pursuant to Section 5.1.A(1) and this
                           Section 5.1.B(1), is equal to (but not in excess of)
                           the greater of (a) the sum of such Limited Partner's
                           aggregate accrued Partner Priority Return or (b) one
                           percent (1%) of the cumulative distributions by the
                           Partnership pursuant to Sections 5.1.A, this Section
                           5.1.B(1), and Section 5.1.B(2);

                                      -18-


                  (2)      Second, to the General Partner and the Kimco Limited
                           Partner in proportion to each such Partner's'
                           aggregate accrued and unpaid Partner Priority Return,
                           until each such Partner has received an amount that,
                           when aggregated with all previous distributions to
                           such Partner pursuant to Section 5.1.A(2) and this
                           Section 5.1.B(2) is equal to (but not in excess of)
                           the sum of such Partner's aggregate accrued Partner
                           Priority Return;

                  (3)      Third, to the Partners in proportion to their
                           Unrecovered Capital Amounts until the Partners have
                           received an aggregate amount equal to their aggregate
                           Unrecovered Capital Amounts; and

                  (4)      Thereafter, to the Westlake Limited Partner to the
                           extent of the amount, if any, necessary to cause the
                           Westlake Limited Partner to have received cumulative
                           distributions pursuant to Sections 5.1.A and 5.1.B
                           equal to 1% of the cumulative distributions by the
                           Partnership pursuant to such sections, and the
                           balance 1.010101% to the General Partner and
                           98.989899% the Kimco Limited Partner.

         C. If for any taxable year of the Partnership, prior to the taxable
year in which a Terminating Capital Transaction occurs, taxable income of the
Partnership is allocated to the Westlake Limited Partner by reason of Section
6.2.A(4), then the Partnership shall distribute to the Westlake Limited Partner,
no later than March 15 of the year following such year, an amount equal to the
product of (1) the excess, if any, of the taxable income so allocated over the
amount of distributions with respect to such year by reason of clause (b) of
Section 5.1.A(1), multiplied by (2) the Assumed Tax Rate. Any distributions
pursuant to this Section 5.1.C shall for all purposes hereof be considered
advance distributions of, and shall reduce subsequent distributions with respect
to such Westlake Limited Partner's Partnership Interest of, amounts described in
Section 5.1.A(1) hereof.

         Section 5.2       Amounts Withheld.

         All amounts withheld from distributions otherwise payable to a Partner
pursuant to the Code or any provisions of any state or local tax law and Section
10.5 hereof with respect to any allocation, payment or distribution to the
Partners shall be treated as amounts distributed to the Partners pursuant to
Section 5.1 for all purposes under this Agreement.

         Section 5.3       Distribution of Certain Sale or Borrowing Proceeds.

         In the event the Partnership sells property or borrows an amount of
funds, and if the proceeds of such sales or borrowings are distributed hereunder
to the General Partner or the Kimco Limited Partner prior to the Outside Date
and prior to a Terminating Capital Transaction so as to reduce (A) the net fair
market value of the assets of the Partnership (including for this purpose, the
net fair market value of any outstanding loans described below previously made
by the Partnership), as reasonably determined by the General Partner, below (B)
the lesser of (i) the net book value of the Property as reasonably determined by
the General Partner immediately prior to such distribution (determined without
regard to any such net book value attributable to improvements made to the
Property following the Closing Date) or (ii) the net fair market value of the
Property as reasonably determined by the General Partner immediately prior to
such distribution (determined without regard to the net fair market value of any
improvements to the Property made following the Closing Date), then the excess
of the amount described in clause (B) over the amount described in clause (A)
above shall be treated for all purposes as a demand loan to the General Partner
and the Kimco Limited Partner, which amount shall (i) accrue interest at the
rate of 9% per annum, compounded annually, (ii) together with such interest,
shall be treated as an asset of the Partnership for all purposes of this
Agreement, (iii) provide for joint and several liability as between the General
Partner and the Kimco Limited Partner, and (iv) shall be secured by the General
Partner's and the Kimco Limited Partner's Partnership Interests. For purposes
hereof, "net" means net of liabilities and, in the case of the net fair market
value and net book value of the Property, shall include only liabilities secured
by the Property other than liabilities generating proceeds subject to the
determination then being made under this Section 5.3; and "book value" means
value as determined for Capital Account purposes, net of any accumulated
depreciation.

                                      -19-


                                    ARTICLE 6
                         ALLOCATIONS OF PROFIT AND LOSS

         Section 6.1       Capital Accounts.

         A. The Partnership shall establish and maintain a separate capital
account (each, a "Capital Account") for each Partner in accordance with Code
Section 704 and Regulations Section 1.704-1(b)(2)(iv), which shall have an
initial balance as set forth on Exhibit A. Subject to the immediately preceding
sentence, the Capital Account of each Partner shall be credited with (i) any
contributions of cash made by such Partner to the capital of the Partnership in
accordance with this Agreement, plus the fair market value of any property
contributed by such Partner to the capital of the Partnership (net of any
liabilities to which such property is subject or which are assumed by the
Partnership); plus (ii) the Partner's allocable share of Net Profit and any
items in the nature of income or gain specially allocated to such Partner
pursuant to Section 6.2.D and E; plus (iii) any other increases required by
Regulation Section 1.704-1(b)(2)(iv); and shall be debited with the sum of: (x)
any distributions of cash made from the Partnership to such Partner plus the
fair market value of any property distributed in kind to such Partner (net of
any liabilities to which such property is subject or which are assumed by such
Partner); plus (y) the Partner's allocable share of Net Loss and any items in
the nature of expenses or losses specially allocated to such Partner pursuant to
Section 6.2.D and E; plus(z) any other decreases required by Regulation Section
1.704-1(b)(2)(iv). Any reference in any section or subsection section of this
Agreement to the Capital Account of a Partner shall be deemed to refer to such
Capital Account as the same may be credited or debited from time to time as set
forth above.

         B. The foregoing provisions of this Section 6.1 are intended to comply
with Regulations Section 1.704-1(b) and shall be interpreted and applied in a
manner consistent with such Regulations. In the event the General Partner shall
determine that it is reasonably prudent to modify the manner in which Capital
Accounts are computed hereunder in order to comply with such Regulations, the
General Partner may make such modification if such modification is equitable and
will not cause a material adverse effect on the amount distributable to any
Partner under the terms of this Agreement and the General Partner notifies the
Limited Partners in writing of such modification prior to making such
modification.

                                      -20-


         Section 6.2       Net Profit, Net Loss and Distributive Shares.

         A. Net Profit. Subject to Section 6.2.C below, and after giving effect
to the special allocations, if any, provided in Sections 6.2.D and E hereof, Net
Profit in each fiscal year or other relevant period of the Partnership shall be
allocated in the following order:

                  (1)      First, to each Partner in the same ratio and reverse
                           order as the cumulative Net Loss allocated to such
                           Partner under Section 6.2.B(2) and (3) hereof, until
                           the cumulative Net Profit allocated to such Partner
                           under this Section 6.2.A(1) equals the cumulative Net
                           Loss allocated to such Partner under Section 6.2.B(2)
                           and (3) hereof;

                  (2)      Second, to the Westlake Limited Partner until the
                           excess of the cumulative prior and concurrent
                           distributions to such Partner pursuant to Sections
                           5.1.A(1) and 5.1.B(1) over the cumulative amounts of
                           Net Profit previously allocated to such Limited
                           Partner pursuant to this Section 6.2.A(2) (taking
                           into account allocations of Net Loss to such Partner
                           pursuant to Section 6.2.B which were chargebacks of
                           such Net Profit) equals zero;

                  (3)      Third, to the General Partner and the Kimco Limited
                           Partner pro rata, in proportion to the aggregate
                           distributions to each such Partner pursuant to
                           Sections 5.1.A(2) and 5.1.B(2) for all fiscal years
                           until the excess of the cumulative prior and
                           concurrent distributions to each such Partner
                           pursuant to Sections 5.1.A(2) and 5.1.B(2) over the
                           cumulative amounts of Net Profit previously allocated
                           to each such Limited Partner pursuant to this Section
                           6.2.A(3) (taking into account allocations of Net Loss
                           to such Partners pursuant to Section 6.2.B which were
                           chargebacks of such Net Profit) equals zero; and

                  (4)      Thereafter, to the Westlake Limited Partner in an
                           amount, if any, necessary to cause the Westlake
                           Limited Partner to have received a cumulative
                           allocation of Net Profit (net of Net Loss) equal to
                           1% of the cumulative amount of Net Profit (net of Net
                           Loss) allocated by the Partnership, and the balance
                           1.010101%% to the General Partner, 98.989899% to the
                           Kimco Limited Partner.

         B. Net Loss. Subject to Section 6.2.C below, and after giving effect to
the special allocations, if any, provided in Sections 6.2.D and E hereof, Net
Loss in each fiscal year or other relevant period of the Partnership shall be
allocated in the following order:

                  (1)      First, to each Partner, in the same ratio and reverse
                           order as Net Profit was allocated to such Partner
                           pursuant to Sections 6.2.A(2), (3) and (4) until the
                           cumulative Net Loss allocated to such Partners
                           pursuant to this 6.2.B(1) equals the cumulative
                           amount of such Net Profit.

                                     -221-


                  (2)      Second, to and among those Partners having positive
                           balances in their Capital Accounts, in proportion to
                           and to the extent of, such positive Capital Account
                           balances; and

                  (3)      Thereafter, 100% to the General Partner.

         C. Net Profit and Net Loss From Terminating Capital Transaction.
Notwithstanding anything contained in Sections 6.2.A and B hereof, after giving
effect to the special allocations, if any, provided in Sections 6.2.D and E
hereof, all items of Profit and Loss arising from a Terminating Capital
Transaction shall be allocated among the Partners so as to insure to the maximum
extent possible that, after giving effect to the allocation of such Profit and
Loss in the Capital Accounts of the Partners, the Capital Account balance of
each Partner is positive in the amount of cash that such Partner is entitled to
receive pursuant to Section 5.1.B following such Terminating Capital
Transaction.

         D. Special Allocations. Except as otherwise provided in this Agreement,
the following special allocations will be made in the following order and
priority:

                  (1)      Partnership Minimum Gain Chargeback. Notwithstanding
                           any other provision of this Article 6, if there is a
                           net decrease in Minimum Gain during any tax year or
                           other period for which allocations are made, each
                           Partner will be specially allocated items of
                           Partnership income and gain for that period (and, if
                           necessary, subsequent periods) in an amount equal to
                           such Partner's share of the net decrease in Minimum
                           Gain during such tax year or other period determined
                           in accordance with Regulations Section 1.704-2(g)(2).
                           Allocations pursuant to the preceding sentence shall
                           be made in proportion to the respective amounts
                           required to be allocated to each Partner pursuant
                           thereto. The items to be so allocated shall be
                           determined in accordance with Regulations Sections
                           1.704-2(f)(6) and 1.704-2(j)(2)(i). This Section
                           6.2.D(1) is intended to comply with the minimum gain
                           chargeback requirements set forth in Regulations
                           Section 1.704-2(f) and shall be interpreted
                           consistently therewith, including the exceptions to
                           the minimum gain chargeback requirement set forth in
                           Regulations Sections 1.704-2(f)(2) and (3).

                  (2)      Partner Nonrecourse Debt Minimum Gain Chargeback.
                           Notwithstanding any other provision of this Section
                           6.2 (other than Section 6.2.D(1), which shall be
                           applied before this Section 6.2.D(2)), if there is a
                           net decrease in Partner Nonrecourse Debt Minimum Gain
                           during any tax year or other period for which
                           allocations are made, each Partner with a share of
                           Partner Nonrecourse Debt Minimum Gain determined in
                           accordance with Regulations Section 1.704-2(i)(5)
                           shall be specially allocated items of Partnership
                           income and gain for that period (and, if necessary,
                           subsequent periods) in an amount equal to the
                           Partner's share of the net decrease in the Partner
                           Nonrecourse Debt Minimum Gain determined in
                           accordance with Regulation 1.704-2(i). The items to
                           be so allocated shall be determined in accordance
                           with Regulations Sections 1.704-2(i)(4) and
                           1.704-2(j)(2)(ii). This Section 6.2.D(2) is intended
                           to comply with the minimum gain chargeback
                           requirements of Regulations Section 1.704-2(i)(4) and
                           shall be interpreted consistently therewith,
                           including the exceptions set forth in Regulations
                           Section 1.704-(f)(2) and (3) to the extent such
                           exceptions apply to Regulations Section
                           1.704-2(i)(4).

                                      -22-


                  (3)      Qualified Income Offset. If a Partner unexpectedly
                           receives any adjustment, allocation or distribution
                           described in Regulations Section
                           1.704-1(b)(2)(ii)(d)(4), (5) or (6), respectively,
                           such Partner will be specially allocated items of
                           Partnership income and gain (consisting of a pro rata
                           portion of each item of Partnership income, including
                           gross income, and gain for the relevant tax year or
                           other period for which allocations are made) in an
                           amount and manner sufficient to eliminate, to the
                           extent required by the Regulations, the Adjusted
                           Capital Account Deficit of such Partner as quickly as
                           possible, provided that an allocation pursuant to
                           this Section 6.2.D(3) shall be made only to the
                           extent that such Partner would have an Adjusted
                           Capital Account Deficit after all other allocations
                           provided for in this Section 6.2 have been made in
                           the first instance without regard to this Section
                           6.2.D(3).

                  (4)      Partner Nonrecourse Deductions. Notwithstanding
                           anything to the contrary in this Agreement, any
                           Partner Nonrecourse Deductions for any taxable year
                           or other period for which allocations are made will
                           be allocated to the Partner who bears the economic
                           risk of loss with respect to the liability to which
                           the Partner Nonrecourse Deductions are attributable
                           in accordance with Regulations Section 1.704-2(i).

                  (5)      Code Section 754 Adjustments. To the extent an
                           adjustment to the adjusted tax basis of any
                           Partnership asset under Code Section 734(b) or 743(b)
                           is required to be taken into account in determining
                           Capital Accounts under Regulations Section
                           1.704-1(b)(2) (iv)(m), the amount of the adjustment
                           to the Capital Accounts will be treated as an item of
                           gain (if the adjustment increases the basis of the
                           asset) or loss (if the adjustment decreases the basis
                           of the asset), and the gain or loss will be specially
                           allocated to the Partners and Assignees in a manner
                           consistent with the manner in which their Capital
                           Accounts are required to be adjusted under
                           Regulations Section 1.704-1(b)(2)(iv)(m).

                  (6)      Depreciation Recapture. In the event there is any
                           recapture of depreciation or investment tax credit,
                           the allocation thereof shall be made among the
                           Partners in the same proportion as the deduction for
                           such depreciation or investment tax credit was
                           allocated.

                  (7)      Interest In Partnership. Notwithstanding any other
                           provision of this Agreement, no allocation of Net
                           Profit or Net Loss (or items thereof) will be made to
                           a Partner if the allocation would not have "economic
                           effect" under Regulations Section 1.704-1(b)(2)(ii)
                           or otherwise would not be in accordance with the
                           Partner's interest in the Partnership within the
                           meaning of Regulations Section 1.704-1(b)(3) or
                           1.704-1(b)(4)(iv).

                                      -23-


         E. Curative Allocations. The allocations set forth in Sections 6.2.D(1)
through (5) and (7) hereof (the "Regulatory Allocations") are intended to comply
with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2. The
Regulatory Allocations may not be consistent with the manner in which the
Partners intend to divide Partnership distributions. Accordingly, the General
Partner is authorized to further allocate Profits, Losses, and other items of
income, gain, loss and deduction among the Partners in an equitable and
reasonable manner so as to prevent the Regulatory Allocations from causing
differences between the Capital Accounts of the Partners and the amounts to
which they are entitled under Section 5.1 hereof, but for application of the
Regulatory Allocations. In general, such reallocation will be accomplished by
specially allocating other Profits, Losses and other items of income, gain, loss
and deduction, to the extent they exist, among the Partners so that the net
amount of the Regulatory Allocations and the special allocations to each
Partners is zero. The General Partner may accomplish this result in any
equitable and reasonable manner that is consistent with Code Section 704 and the
related Regulations.

         F. Tax Allocations - Code Section 704(c). Notwithstanding anything
contained in this Agreement to the contrary, taxable income, gain, loss, and
deduction with respect to any Partnership property (including, but not limited
to, the Property) that is subject to Code Section 704(c), the Regulations
thereunder and/or Regulations Section 1.704-1(b)(2)(iv)(f) shall be determined
and allocated among the Partners and Assignees, and the Capital Accounts of the
Partners shall be determined, in accordance with such Code Section and/or
Regulations, as the case may be. Any such allocation shall be made according to
the "traditional method" without curative allocations under Regulations Section
1.704-3(b). Any nonrecourse debt allocated to the Partners pursuant to
Regulations Section 1.752-3(a)(3) shall be allocated to the Partners in
accordance with their Residual Percentage Interests.

         G. Other Allocation Rules. The following rules will apply to the
calculation and allocation of Profits, Losses and other items of income, gain,
loss and deduction:

                  (1)      Unless otherwise determined by the General Partner,
                           for purposes of determining the Profits, Losses or
                           any other item of income, gain, loss and deduction
                           allocable to any period, Net Profits, Net Losses and
                           other items of income, gain, loss and deduction will
                           be determined on a daily basis under Code Section 706
                           and the related Regulations.

                  (2)      Except as otherwise provided in this Agreement, all
                           items of Partnership income, gain, loss, deduction,
                           and other allocations not provided for in this
                           Agreement will be divided among the Partners in the
                           same proportions as they share Net Profits and Net
                           Losses, provided that any credits shall be allocated
                           in accordance with Regulations Section
                           1.704-1(b)(4)(ii).

         H. Partner Acknowledgment. The Partners agree to be bound by the
provisions of this Section 6.2 in reporting their shares of Partnership income,
gain, loss, deduction and other allocations for income tax purposes.

                                      -24-


         I. Regulatory Compliance. The foregoing provisions of this Section 6.2
relating to the allocation of Net Profits, Net Losses and other items of income,
gain, loss and deduction for federal income tax purposes are intended to comply
with Regulations Sections 1.704-1(b) and 1.704-2, and shall be interpreted and
applied in a manner consistent with such Regulations.

         Section 6.3 Negative Capital Accounts. A Limited Partner will not be
required to restore or to pay to the Partnership or to any other Partner any
deficit or negative balance which may exist in the Capital Account of such
Partner at any time, including, without limitation, upon the winding up of the
Partnership or the transfer of liquidation of the Partnership or economic
interest therein of such Partner.

         Section 6.4 Application to Assignees. If all or a portion of the Units
of a Partner are transferred in accordance with the terms of this Agreement, the
Capital Account, Unrecovered Capital Amount, prior distribution history, and
other attributes of the transferor with respect to the Partnership allocable or
ascribed to such Units so transferred will be allocated and ascribed between the
transferor and transferee based on the respective Percentage Interests allocable
to the Units retained and the Units transferred. A Permitted Transferee of a
Partner that has become a Partner shall be deemed to succeed to the rights and
obligations of such Partner under this Article 6 with respect to the Units
transferred to it.

                                    ARTICLE 7
                      MANAGEMENT AND OPERATIONS OF BUSINESS

         Section 7.1       Management.

         A. Except as otherwise expressly provided in this Agreement, all
management powers over the business and affairs of the Partnership are and shall
be exclusively vested in the General Partner and no Limited Partner shall have
any right to participate in or exercise control or management power over the
business and affairs of the Partnership. The General Partner may not be removed
by the Limited Partners with or without cause. In addition to the powers now or
hereafter granted a general partner of a limited partnership under applicable
law or which are granted to the General Partner under any other provision of
this Agreement, the General Partner, subject to Section 7.3 hereof, shall have
full power and authority to do all things deemed necessary or desirable by it to
conduct the business of the Partnership, to exercise all powers set forth in
Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1
hereof, including, without limitation (but in all cases subject to the terms of
this Agreement, including without limitation, Section 7.3 hereof):

                  (1)      the making of any expenditures (including, without
                           limitation, making prepayments on loans, subject to
                           prior approval to the extent required by Section 7.3
                           hereof), the borrowing of money, the assumption or
                           guarantee of, or other contracting for, indebtedness
                           and other liabilities, the issuance of evidence of
                           indebtedness (including the securing of the same by
                           deed, mortgage, deed of trust or other lien or
                           encumbrance on the Partnership's assets) and the
                           incurring of any obligations it deems necessary for
                           the conduct of the activities of the Partnership;

                                      -25-


                  (2)      the making of tax, regulatory and other filings, or
                           rendering of periodic or other reports to
                           governmental or other agencies having jurisdiction
                           over the business or assets of the Partnership;

                  (3)      the acquisition, disposition, mortgage, pledge,
                           encumbrance, hypothecation or exchange of any assets
                           of the Partnership (including the exercise or grant
                           of any conversion, option, privilege, or subscription
                           right or other right available in connection with any
                           assets at any time held by the Partnership), subject
                           to prior approval to the extent required by Section
                           7.3 hereof;

                  (4)      the use of the assets of the Partnership (including,
                           without limitation, cash on hand) for any purpose
                           consistent with the terms of this Agreement and on
                           any terms it sees fit, including, without limitation,
                           the financing of the conduct of the operations of the
                           Partnership and the repayment of obligations of the
                           Partnership;

                  (5)      the management, operation, leasing, landscaping,
                           repair, alteration, redevelopment, demolition or
                           improvement of any real property or improvements
                           owned by the Partnership;

                  (6)      the making, negotiation, execution, and performance
                           of any contracts, conveyances or other instruments
                           that the General Partner considers useful or
                           necessary to the conduct of the Partnership's
                           operations or the implementation of the General
                           Partner's powers under this Agreement, including
                           contracting with contractors, developers,
                           consultants, accountants, legal counsel, other
                           professional advisors and other agents, whether third
                           party or Affiliates, and the payment of their
                           expenses and compensation out of the Partnership's
                           assets;

                  (7)      the distribution of Partnership cash or other
                           Partnership assets in accordance with this Agreement;

                  (8)      holding, managing, investing and reinvesting cash and
                           other assets of the Partnership;

                  (9)      the collection and receipt of revenues and income of
                           the Partnership;

                  (10)     the selection and dismissal of employees of the
                           Partnership (including, without limitation, employees
                           having titles such as "president," "vice president,"
                           "secretary" and "treasurer" of the Partnership), and
                           agents, outside attorneys, accountants, consultants
                           and contractors of the Partnership, and the
                           determination of their compensation and other terms
                           of employment or hiring;

                  (11)     the maintenance of such insurance for the benefit of
                           the Partnership and the Partners as it deems
                           necessary or appropriate;

                                      -26-


                  (12)     the control of any matters affecting the rights and
                           obligations of the Partnership, including the
                           settlement, compromise, submission to arbitration or
                           any other form of dispute resolution, or abandonment
                           of, any claim, cause of action, liability, debt or
                           damages, due or owing to or from the Partnership, the
                           commencement or defense of suits, legal proceedings,
                           administrative proceedings, arbitration or other
                           forms of dispute resolution, and the representation
                           of the Partnership in all suits or legal proceedings,
                           administrative proceedings, arbitrations or other
                           forms of dispute resolution, the incurring of legal
                           expense, and the indemnification of any Person
                           against liabilities and contingencies to the extent
                           permitted by this Agreement;

                  (13)     the determination of the fair market value of any
                           Partnership property distributed in kind using such
                           reasonable method of valuation as the General Partner
                           may adopt;

                  (14)     the exercise, directly or indirectly, through any
                           attorney-in-fact acting under a general or limited
                           power of attorney, of any right, including the right
                           to vote, appurtenant to any asset or investment held
                           by the Partnership; and

                  (15)     the making, execution and delivery of any and all
                           deeds, leases, notes, mortgages, deeds of trust,
                           security agreements, conveyances, contracts,
                           guarantees, warranties, indemnities, waivers,
                           releases or legal instruments or agreements in
                           writing necessary or appropriate, in the judgment of
                           the General Partner, for the accomplishment of any of
                           the powers of the General Partner enumerated in this
                           Agreement.

The foregoing provisions of Section 7.1A do not constitute a waiver of any
fiduciary duty owed by the General Partner to the Limited Partners.

         B. Each of the Limited Partners agrees that the General Partner is
authorized to execute, deliver and perform the above-mentioned agreements and
transactions on behalf of the Partnership without any further act, approval or
vote of the Partners, to the fullest extent permitted under the Act or other
applicable law, rule or regulation, subject to the provisions of this Agreement
(including, without limitation, Section 7.3). The execution, delivery or
performance by the General Partner or the Partnership of any agreement
authorized or permitted under this Agreement shall not constitute a breach by
the General Partner of any duty that the General Partner may owe the Partnership
or the Limited Partners or any other Persons under this Agreement or of any duty
stated or implied by law or equity so long as such execution, delivery or
performance has been undertaken by the General Partner in good faith.

         C. At all times from and after the date hereof, the General Partner may
cause the Partnership to establish and maintain at any and all times working
capital accounts and other cash or similar balances in such amounts as the
General Partner, in its sole and absolute discretion, deems appropriate and
reasonable from time to time.

                                      -27-


         D. Prior to the taking of any action under this Agreement that, in the
good faith judgment of the General Partner, may have a material adverse tax
effect on the Westlake Limited partner, the General Partner shall consult with
the Westlake Limited Partner regarding such action. Except as provided in this
Agreement and in the Tax Protection Agreement, in exercising its authority under
this Agreement, following the Outside Date the General Partner may, but shall be
under no obligation to, take into account the tax consequences to any Partner of
any action taken by it. Except as otherwise provided in the Tax Protection
Agreement, the General Partner and the Partnership shall not have liability to a
Limited Partner under any circumstances as a result of an income tax liability
incurred by such Limited Partner as a result of an action (or inaction) by the
General Partner taken pursuant to its authority under this Agreement.

         Section 7.2       Certificate of Limited Partnership.

         The General Partner shall file, simultaneously herewith, a Certificate
of Limited Partnership with the Secretary of State of California as required by
the Act, indicating that the General Partner is a general partner of the
Partnership. The General Partner shall use all reasonable efforts to cause to be
filed such other certificates or documents as may be reasonable and necessary or
appropriate for the formation, continuation, qualification and operation of a
limited partnership (or a partnership in which the limited partners have limited
liability) in the State of California, any other state or any other
jurisdiction, in which the Partnership may elect to do business or own property.
The General Partner shall file amendments to and restatements of the Certificate
and do all of the things to maintain the Partnership as a limited partnership
(or a partnership in which the limited partners have limited liability) under
the laws of the State of California and each other state and each other
jurisdiction in which the Partnership may elect to do business or own property.
The General Partner shall after filing, deliver a copy of the Certificate and
any amendment thereto to each Limited Partner.

         Section 7.3       Restrictions on General Partner Authority.

         A. Exhibit E hereto sets forth a Tax Protection Agreement that is
designed to indemnify certain Persons for taxes and related amounts in the event
of certain actions taken by, or with respect to, the Partnership within the
periods specified therein. Nothing herein is intended to alter or modify the
terms of the Tax Protection Agreement.

         B. Intentionally left blank.

         C. The General Partner shall not, without the prior Consent of Westlake
Limited Partners holding Percentage Interests equal to 75% of the Percentage
Interests held by the Westlake Limited in the aggregate, undertake or have the
authority to do or undertake, on behalf of the Partnership, any of the following
actions or enter into any transaction which would have the effect of such
transactions:

                  (i) except as provided in Section 14.1 or as reasonably
         necessary to reflect the admission, substitution, termination or
         withdrawal of Partners pursuant to Article 4, Article 11 or Article 12
         hereof, amend or modify this Agreement in any material respect or
         terminate this Agreement;

                                      -28-


                  (ii) make a general assignment for the benefit of creditors or
         appoint or acquiesce in the appointment of a custodian, receiver or
         trustee for all or any part of the assets of the Partnership;

                  (iii) institute any proceeding for bankruptcy on behalf of the
         Partnership;

                  (iv) confess a judgment against the Partnership;

                  (v) approve or acquiesce to the Transfer of the Partnership
         Interest of the General Partner to any Person other than the
         Partnership or an Affiliate of Kimco;

                  (vi) admit into the Partnership any Additional or Substitute
         General Partner; or

                  (vii) admit into the Partnership any Additional Limited
         Partner except in accordance with Section 4.3 and Article 11 hereof.

         D. The General Partner may not take any action in contravention of an
express prohibition or limitation of this Agreement, including, without
limitation:

                  (i) take any action that would make it impossible to carry on
         the ordinary business of the Partnership, except as otherwise provided
         in this Agreement;

                  (ii) possess Partnership property, or assign any rights in
         specific Partnership property, for other than a Partnership purpose
         except as otherwise provided in this Agreement;

                  (iii) perform any act that would subject a Limited Partner to
         liability as a General Partner in any jurisdiction or any other
         liability expect as provided herein or under the Act; or

                  (iv) enter into any contract, mortgage, loan or other
         agreement that expressly prohibits or restricts, or has the effect of
         prohibiting or restricting, the ability of (a) the General Partner or
         the Partnership from satisfying its obligations under Section 8.6
         hereof in full or (b) a Partner from exercising its rights to an
         Exchange in full, except, in either case, with the written consent of
         such Partner affected by the prohibition.

         E. No third party shall have any obligation to investigate whether the
General Partner shall have sought or received any consent required from the
Limited Partners as provided above and may conclusively rely on any action by
the General Partner as being authorized and binding on Partnership.

         F. Except as provided in this Section 7.3, and Sections 11.2, 13.1,
13.2, and 14.1, the General Partner shall have complete discretion with regard
to the management of the affairs of the Partnership; provided, however, that
notwithstanding anything to the contrary contained in this Agreement, nothing in
this Agreement shall constitute a waiver of any fiduciary duty owed by the
General Partner to the Limited Partners.

                                      -29-


         Section 7.4       Reimbursement of the General Partner.

         A. As provided in this Section 7.4 and elsewhere in this Agreement
(including the provisions of Articles 5 and 6 regarding distributions, payments,
and allocations to which it may be entitled), the General Partner shall be
compensated for its services rendered to the Partnership including without
limitation, a redevelopment/construction fee equal to five percent (5%) or
costs.

         B. The General Partner shall be reimbursed on a monthly basis, or such
other basis as it may determine in its sole and absolute discretion, for all
out-of-pocket expenses and compensation paid to Persons who are not Affiliates
of the General Partner and, subject to the terms of Section 7.5, to Affiliates,
in each case that it incurs relating to the ownership and operation of, or for
the benefit of, the Partnership.

         Section 7.5       Contracts with Affiliates.

         A. The General Partner or any of its Affiliates may, transfer or convey
any property to, or purchase any property from, the Partnership, directly or
indirectly, or enter into any other transaction with the Partnership on terms
and conditions that are fair and reasonable for the Partnership.

         B. The General Partner and its Affiliates and their employees may
perform services for the Partnership, including without limitation, property
management, construction management, leasing, legal, accounting, sale and other
services with respect to the Property, and may compensate and reimburse such
Persons for such services determined on an arm's-length fair market value basis.
The General Partner may not be removed by Owner or its successors, with or
without cause.

         Section 7.6       Indemnification.

         A. To the fullest extent permitted by California law, the Partnership
shall indemnify each Indemnitee from and against any and all losses, claims,
damages, liabilities, joint or several, expenses (including, without limitation,
reasonable attorneys fees and other reasonable legal fees and expenses),
judgments, fines, settlements, and other amounts arising from any and all
claims, demands, actions, suits or proceedings, civil, criminal, administrative
or investigative, that relate to the Partnership or its business, affairs,
properties or operations, or to indebtedness or obligations of the Partnership
for which the Indemnitees is or is alleged to be liable, in which such
Indemnitee may be involved, or is threatened to be involved, as a party or
otherwise, unless it is established by a court of competent jurisdiction and all
appeals relating thereto have been fully completed or the applicable appeal
periods have expired that: (i) the act or omission of the Indemnitee was
material to the matter giving rise to the proceedings and either was committed
in intentional bad faith or was the result of active and deliberate dishonesty;
(ii) the Indemnitee actually received an improper and unpermitted personal
benefit in money, property or services; or (iii) in the case of any criminal
proceeding, the Indemnitee had reasonable cause to believe that the act or
omission was unlawful. Without limitation, the foregoing indemnity shall extend
to any liability of any Indemnitee, pursuant to a loan guaranty or otherwise for
any indebtedness or obligations of the Partnership (including without
limitation, any indebtedness or obligations which the Partnership has assumed or
taken subject to), and the General Partner is hereby authorized and empowered,
on behalf of the Partnership, to enter into one or more indemnity agreements
consistent with the provisions of this Section 7.6 in favor of any Indemnitee
having or potentially having liability for any such indebtedness or obligations.
The termination of any proceeding by judgment, order or settlement does not
create a presumption that the Indemnitee did not meet the requisite standard of
conduct as set forth in this Section 7.6. The termination of any proceeding by
conviction of an Indemnitee, or an entry of an order of probation against an
Indemnitee prior to judgment, in each case after all appeals relating thereto
have been fully completed or the applicable appeal periods have expired, creates
a rebuttable presumption that such Indemnitee acted in a manner contrary to that
specified in this Section 7.6 with respect to the subject matter of such
proceeding. Any indemnification pursuant to this Section 7.6 shall be made only
out of the assets of the Partnership, and neither the General Partner nor any
Limited Partner shall have any obligation to contribute to the capital of the
Partnership, or otherwise provide funds, to enable the Partnership to fund its
obligations under this Section 7.6.

                                      -30-


         B. Reasonable expenses incurred by an Indemnitee who is a party to a
proceeding shall be paid or reimbursed by the Partnership in advance of the
final disposition of the proceeding, notwithstanding any limitation otherwise
imposed by the Act or other relevant laws.

         C. The indemnification provided by this Section 7.6 shall be in
addition to any other rights to which an Indemnitee may be entitled under any
agreement, pursuant to any vote of the Partners, as a matter of law or
otherwise, and shall continue as to an Indemnitee who has ceased to serve in a
capacity which entitles it to indemnity hereunder.

         D. The Partnership may, but shall not be obligated to, purchase and
maintain insurance on behalf of the Indemnitees against any liability covered by
Section 7.6(A) that may be asserted against one (1) or more Indemnitees or
expenses that may be incurred by one (1) or more Indemnitees.

         E. In no event may an Indemnitee subject any of the Partners to
personal liability by reason of the indemnification provisions set forth in this
Agreement.

         F. An Indemnitee shall not be denied indemnification in whole or in
part under this Section 7.6 because the Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the transaction
was otherwise permitted by the terms of this Agreement.

         G. The provisions of this Section 7.6 are for the benefit of the
Indemnitees, their heirs, successors, assigns and administrators and shall not
be deemed to create any rights for the benefit of any other Persons. Any
amendment, modification or repeal of this Section 7.6 or any provision hereof
shall be prospective only and shall not in any way affect the Partnership's
liability to any Indemnitee under this Section 7.6, as in effect immediately
prior to such amendment, modification, or repeal with respect to matters
occurring or liability undertaken, in whole or in part, prior to such amendment,
modification or repeal, regardless of when claims related thereto may arise or
be asserted.

                                      -31-


         H. Any notice required to be sent to any Westlake Limited Partner
pursuant to the provisions of this Section 7.6 shall be sent to:

                  If to Westlake:            Westlake Development Company, Inc.
                                             520 El Camino Real, 9th Floor
                                             San Mateo, California 94402
                                             Attn: Gary Wong
                                             Tel. No.: (650) 579-1010 Ext. 159
                                             Fax No.: (650) 745-1249
                                             Email:  gary@westlakegroup.net

                  With a copy to:            O'Melveny & Myers LLP
                                             275 Battery Street, Suite 2600
                                             San Francisco, California 94111
                                             Attn: Stephen A. Cowan
                                             Tel. No.: (415) 984-8735
                                             Fax No.: (415) 984-8701
                                             Email:  scowan@omm.com

                  And a copy to:             Citigroup Trust
                                             153 East 53rd Street
                                             23rd Floor
                                             New York, New York 10022
                                             Attn: Marjorie Nesbitt
                                             Tel. No.: (212) 559-3759
                                             Fax No.: (212) 559-3780
                                             Email:  marjorie.nesbitt@ssmb.com

(or such other person as the above designates in written notice sent by
registered mail, return receipt requested, to the General Partner) and shall be
effective as if received by each such Limited Partner.

         Section 7.7       Liability of the General Partner.

         A. Except as otherwise set forth in this Agreement, the General Partner
and its officers and directors shall not be liable for monetary damages to the
Partnership, any Partners or any Assignees for losses sustained or liabilities
incurred as a result of errors in judgment or of any act or omission if the
General Partner acted in good faith.

         B. The Limited Partners, for themselves, expressly acknowledge that (i)
the General Partner is acting on behalf of the Partnership and the General
Partner's partners, Kimco and its shareholders collectively, (ii) the General
Partner is under no obligation to consider the separate interests of the Limited
Partners, including, without limitation, the tax consequences to any Limited
Partners (except as otherwise provided herein) in deciding whether to cause the
Partnership to take (or decline to take) any actions, and, (iii) subject to the
terms of Section 7.3.B and except as otherwise provided herein, that the General
Partner shall not be liable for monetary damages for losses sustained,
liabilities incurred, or benefits not derived by Limited Partners in connection
with such decisions, provided that the General Partner has acted in good faith
and has not violated any express provision of this Agreement. In the event of a
conflict between the interests of the General Partner, its partners, Kimco or
its shareholders, on the one hand, and the Limited Partners and the Assignees,
on the other hand, the General Partner shall endeavor in good faith to resolve
the conflict in a manner not adverse to either its partners and Kimco's
shareholders or the Limited Partners; provided, however, that any such conflict
which cannot be resolved in a manner not adverse to either the General Partner,
its partners, Kimco or its shareholders or the Limited Partners shall be
resolved in favor of the General Partner's partners and Kimco's shareholders.

                                      -32-


         C. Subject to its obligations and duties as General Partner set forth
in Section 7.1.A hereof, the General Partner may exercise any of the powers
granted to it by this Agreement and perform any of the duties imposed upon it
hereunder either directly or by or through its agents. The General Partner shall
be responsible for all conduct on the part of any such agent.

         D. Any amendment, modification or repeal of this Section 7.7 or any
provision hereof shall be prospective only and shall not in any way affect the
limitations on the General Partner's and its officers' and directors' liability
to the Partnership and the Limited Partners under this Section 7.7 as in effect
immediately prior to such amendment, modification or repeal with respect to
claims arising from or relating to matters occurring, in whole or in part, prior
to such amendment, modification or repeal, regardless of when such claims may
arise or be asserted.

         E. Notwithstanding any other provisions of this Agreement, the General
Partner shall indemnify the Partnership from and against any and all losses,
claims, damages, liabilities, joint or several, expenses (including reasonable
legal fees and expenses), judgments, fines, settlements, and other amounts
arising from any and all claims, demands, actions, suits or proceedings, civil,
criminal, administrative or investigative, that relate to the acquisition of
properties or direct or indirect interests therein, including acquisitions
pursuant to mergers, business combinations or other Transactions, by the
Partnership subsequent to the date of this Agreement.

         Section 7.8       Other Matters Concerning the General Partner.

         A. The General Partner may rely and shall be protected in acting, or
refraining from acting, upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, debenture, or other
paper or document believed by it in good faith to be genuine and to have been
signed or presented by the proper party or parties.

         B. The General Partner may consult with legal counsel, accountants,
appraisers, management consultants, investment bankers, architects, engineers,
environmental consultants and other consultants and advisers selected by it, and
the General Partner will not be liable for any loss, liability, damage, cost or
expense, including, without limitation, attorneys' fees and disbursements,
resulting from any act taken or omitted to be taken in good faith in reliance
upon the opinion of such Persons as to matters which such General Partner
reasonably believes to be within such Person's professional or expert
competence.

                                      -33-


         C. The General Partner shall have the right, in respect of any of its
powers or obligations hereunder, to act through any of its duly authorized
officers and duly appointed attorneys-in-fact. Each such attorney shall, to the
extent provided by the General Partner in the power of attorney, have full power
and authority to do and perform all and every act and duty which is permitted or
required to be done by the General Partner hereunder.

         D. Subject to any written agreements other than this Agreement entered
into by the General Partner or its Affiliates with the Partnership or any
Limited Partner or any of their respective Affiliates, the General Partner, its
Affiliates and any officer, director, employee, agent, trustee or shareholder of
the General Partner or its Affiliates shall be entitled to and may have business
interests and engage in business activities in addition to those relating to the
Partnership, including, without limitation, business interests and activities
that are in direct competition with the Partnership or that are enhanced by the
activities of the Partnership. Neither the Partnership nor any of the Limited
Partners or any of their respective Affiliates shall have any rights by virtue
of this Agreement or the partnership relationship established hereby in any
business ventures of the General Partner or its Affiliates, and none of the
General Partner or its Affiliates shall have any obligation pursuant to this
Agreement or the partnership relationship created hereby to offer any interest
in any such business ventures to the Partnership, any Limited Partner, or any
Affiliate of any of the foregoing, even if such opportunity is of a character
which, if presented to the Partnership, any Limited Partner, or any Affiliate of
any of the foregoing or could be taken by such Person.

         E. The General Partner and the Partnership make no representation that
any Partner or other Person will not recognize gain or income that would be
taxable as a result of entering into and consummating this Agreement as
contemplated by the Contribution Agreement. Any costs of administering the
defense of such liability is the sole responsibility of the Partner alleged to
owe such tax and is not subject to indemnification under this Agreement. The
General Partner and the Partnership shall have no liability whatsoever with
respect to the effect on any Person of any Transfer of all or any portion of a
Limited Partner Interest.

         Section 7.9       Title to Partnership Assets.

         Title to Partnership assets, whether real, personal or mixed and
whether tangible or intangible, shall be deemed to be owned by the Partnership
as an entity, and no Partner, individually or collectively, shall have any
ownership interest in such Partnership assets or any portion thereof. Title to
any or all of the Partnership assets shall be held in the name of the
Partnership. All Partnership assets shall be recorded as the property of the
Partnership in its books and records.

         Section 7.10      Reliance by Third Parties.

         Notwithstanding anything to the contrary in this Agreement, any Person
dealing with the Partnership shall be entitled to assume that the General
Partner has full power and authority, without consent or approval of any other
Partner or Person, to encumber, sell or otherwise use in any manner any and all
assets of the Partnership and to enter into any contracts on behalf of the
Partnership, and take any and all actions on behalf of the Partnership and such
Person shall be entitled to deal with the General Partner as if the General
Partner were the Partnership's sole party in interest, both legally and
beneficially. Each Limited Partner hereby waives any and all defenses or other
remedies which may be available against such Person to contest, negate or
disaffirm any action of the General Partner in connection with any such dealing.
In no event shall any Person dealing with the General Partner or its
representatives be obligated to ascertain that the terms of this Agreement have
been complied with or to inquire into the necessity or expedience of any act or
action of the General Partner or its representatives. Each and every
certificate, document or other instrument executed on behalf of the Partnership
by the General Partner or its representatives shall be conclusive evidence in
favor of any and every Person relying thereon or claiming thereunder that (i) at
the time of the execution and delivery of such certificate, document or
instrument, this Agreement was in full force and effect; (ii) the Person
executing and delivering such certificate, document or instrument was duly
authorized and empowered to do so for and on behalf of the Partnership; and
(iii) such certificate, document or instrument was duly executed and delivered
in accordance with the terms and provisions of this Agreement and is binding
upon the Partnership. Nothing in this Section 7.10 limits the General Partner's
liability to the Partnership and the Limited Partners for actions taken by the
General Partner that are not authorized under this Agreement.

                                      -34-


         Section 7.11 General Partner's Capital Contribution to Fund the
Prorations and Other Expenses under the Contribution Agreement.

         The General Partner's Capital Contributions made at the time of
acquisition of the General Partner Interest by the General Partner shall be used
by the General Partner to pay certain closing costs of the Partnership, in each
case as provided in the Contribution Agreement, and, to the extent that any
portion of such Capital Contributions remains after application to such uses,
the remaining funds may be used by the General Partner for any other purpose in
accordance with the terms of this Agreement.

                                    ARTICLE 8
                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

         Section 8.1       Limitation of Liability.

         Subject to any written agreements entered into by one (1) or more of
the Limited Partners or the Assignees, the Limited Partners and the Assignees
shall have no liability for the indebtedness or obligations of the Partnership
and no obligations or liability to the Partnership, the General Partner, or
Affiliates of the General Partner, except as expressly provided in this
Agreement, including, without limitation, Section 10.5 hereof, or under the Act.

         Section 8.2       Management of Business.

         No Limited Partners shall take part in the operation, management or
control (within the meaning of the Act) of the Partnership's business, transact
any business in the Partnership's name or have the power to sign documents for
or otherwise bind the Partnership. The transaction of any business by the
General Partner, any of its Affiliates or any officer, director, employee,
partner, agent or trustee of the General Partner, the Partnership or any of
their Affiliates shall not affect, impair or eliminate the limitations on the
liability of the Limited Partners under this Agreement.

                                      -35-


         Section 8.3       Outside Activities of Limited Partners and Assignees.

         Subject to any written agreements entered into by a Limited Partner or
their Affiliates with the Partnership or the General Partner, any Limited
Partner, any Affiliate of a Limited Partner or any Assignee and any officer,
director, employee, agent, trustee or shareholder of any Limited Partner or any
Assignee or their Affiliates shall be entitled to and may have business
interests and engage in business activities in addition to those relating to the
Partnership, including business interests and activities that are in direct
competition with the Partnership or that are enhanced by the activities of the
Partnership. Neither the Partnership nor any Partner nor any of their Affiliates
shall have any rights by virtue of this Agreement or the partnership
relationship created hereby in any business ventures of any Limited Partner or
their Affiliates. No Limited Partner nor any of their Affiliates shall have any
obligation pursuant to this Agreement or the partnership relationship created
hereby to offer any interest in any such business ventures to the Partnership,
the General Partner, another Limited Partner or any of their respective
Affiliates even if such opportunity is of a character which, if presented to the
Partnership, the General Partner another Limited Partner or any of their
respective Affiliates could be taken by such Person.

         Section 8.4       Return of Capital.

         No Partner shall be entitled to the withdrawal or return of its Capital
Contribution, except to the extent of distributions made pursuant to this
Agreement or upon termination of the Partnership as provided herein. Except as
otherwise expressly provided in this Agreement, including, without limitation,
any amendments hereto in accordance with Section 12.2, no Partner shall have
priority over any other Partner, either as to the return of Capital
Contributions or as to profits, losses or distributions.

         Section 8.5       Exchange Rights of Qualifying Parties.

         A. 1. After the first anniversary of the Closing Date, an Initial
Limited Partner who received a Limited Partner Interest on such Closing Date
(other than the Kimco Limited Partner) or any Qualifying Party who has succeeded
to such Limited Partner Interest or the economic interest therein shall have the
right (the "Exchange Right") (subject to the terms and conditions set forth
herein) to require (subject to the exchange election of the General Partner set
forth in Section 8.5.B hereof) the Partnership to redeem and exchange (the
"Exchange") any or all of such Limited Partner Interests (the "Tendered Units")
for an amount equal to (1) the Value multiplied by the REIT Shares Amount with
respect to the Tendered Units (the "Cash Payment"), plus (2) the aggregate
amount of any accrued and unpaid Partner Priority Return with respect to such
Tendered Units, which sum shall be due and shall be paid on the earliest
practicable date following the Exchange Date relating to such Tendered Units,
but not later than ten (10) Business Days following the applicable Exchange
Date.

                  2. In the event the Exchange Right is exercised, the General
Partner or the Kimco Limited Partner shall contribute to the Partnership such
Cash Payment and unpaid Partner Priority Return, and the applicable Qualifying
Party's Tendered Units shall be redeemed in the following manner and with the
following consequences: such redemption, to the extent it does not represent
accrued but unpaid Partner Priority Return, shall reduce such Limited Partner's
Unrecovered Capital Amount as of the date of the redemption by the Unrecovered
Capital Amount allocated to the Tendered Units, and the Unrecovered Capital
Amount of the General Partner (or Kimco Limited Partner, as the case may be)
shall be increased by such amount as of the date of the redemption by the
Unrecovered Capital Amount allocated to the Tendered Units, and the General
Partner (or the Kimco Limited Partner, as the case may be) shall be issued Units
from the Partnership equal to the number of Tendered Units subject to such
Exchange. Such Tendered Units subject to such Exchange shall be cancelled and no
longer outstanding.

                                      -36-


                  3. The Exchange Right may only be exercised by a Qualifying
Party (the "Tendering Party"), pursuant to a notice of exchange in substantially
the form attached hereto as Exhibit B (a "Notice of Exchange") delivered to the
General Partner, Attn: General Counsel.

         B.       1. Notwithstanding anything to the contrary set forth in
Section 8.5.A hereof, upon an exercise by a Tendering Party of its Exchange
Right, the General Partner may, in its sole and absolute discretion, in lieu of
the Cash Payment referred to in Section 8.5.A.1(1) but subject to the Ownership
Limit, request the Kimco Limited Partner to acquire the Tendered Units from the
Tendering Party in exchange for REIT Shares. In the event the General Partner
elects this option, (i) the General Partner shall send notice of such election
(the "General Partner Election") to the Tendering Party at the address listed on
the Notice of Exchange not later than five (5) Business Days following the
applicable Exchange Date (which election may be subject to any additional review
that the General Partner may conduct pursuant to Section 8.5.B.3); (ii) the
Kimco Limited Partner shall take such actions as are necessary to cause Kimco's
transfer agent to issue to the Tendering Party REIT Shares (the "Exchange
Shares") in an amount equal to the REIT Shares Amount with respect to the
Tendered Units; and (iii) the Exchange Shares issued to the Tendering Party
shall be covered by a Registration Statement that has been declared effective by
the SEC; provided, however, that in lieu of any fractional REIT Share resulting
from such calculation, the Kimco Limited Partner may pay the Tendering Party
cash equal to the Value multiplied by the fraction of such REIT Share; provided
further that such REIT Shares are delivered to the Tendering Party on the
earliest practicable date following the applicable Exchange Date, which shall
not be later than the later of (x) ten (10) Business Days following the
applicable Exchange Date, and (y) forty-five (45) calendar days after the first
anniversary of the Closing Date.

                  2. Such exchange shall be treated as a sale of such Tendered
Units to the Kimco Limited Partner for federal income tax purposes and such
exchange shall be deemed to have the following consequences hereunder: such
exchange shall be treated as a transfer of the Tendered Units by such Limited
Partner to the Kimco Limited Partner which reduces such Limited Partner's
Unrecovered Capital Amount as of the date of the exchange by the amount equal to
the Unrecovered Capital Amount allocated to the Tendered Units as described in
the definition of Unrecovered Capital Amount, and increases the Kimco Limited
Partner's Unrecovered Capital Amount as of the date of exchange by the
Unrecovered Capital Amount allocable to the Tendered Units for which Exchange
Shares are issued as described in the definition of Unrecovered Capital Amount.
The Kimco Limited Partner shall succeed to the Tendered Units subject to such
exchange.

                                      -37-


                  3. In determining whether to elect to exchange for REIT Shares
or in the event that the Notice of Exchange indicates to the General Partner, in
its reasonable discretion upon the advice of its counsel, the need to review
additional information or documentation from such Tendering Party, then (a) the
General Partner may reasonably request such additional information and
documentation from the Tendering Party, which request must be made in writing to
the Tendering Party within three (3) Business Days after the Exchange Date, and
(b) within three (3) Business Days of receiving such request, the Tendering
Party shall provide to the General Partner such information and documentation as
the General Partner has reasonably requested. If the General Partner has made
such request within such three (3)-Business Day period but the Tendering Party
has not responded in good faith to such request within the applicable three
(3)-Business Day response period, then the ten (10) Business Day period referred
to in Sections 8.5.A.1 and 8.5.B.1 shall be extended to the Business Day that is
four (4) Business Days following the day upon which the Tendering Party has
responded in good faith to such request.

                  4. Upon the completion of its review of any documents and
other information requested pursuant Section 8.5.B.3, the General Partner shall
send a final notice to the Tendering Party not more than three (3) Business Days
following the receipt by the General Partner of the information requested from
the Tendering Party whether the General Partner will cause the Partnership to
pay cash or whether the General Partner will request that the Kimco Limited
Partner transfer REIT Shares to such Tendering Party; provided that, to the
extent that the General Partner determines that it is unable to consummate an
Exchange in REIT Shares in accordance with Section 8.5.B for any reason, the
General Partner or the Kimco Limited Partner shall cause the Partnership to
redeem the Tendered Units for cash in accordance with Section 8.5.A. To the
extent that the General Partner will cause the Partnership to redeem the
Tendered Units for cash in accordance with Section 8.5.A and the Partnership
lacks sufficient funds therefor, the General Partner or the Kimco Limited
Partner shall contribute to the Partnership, pursuant to Section 8.5.A.2, the
cash required to effect such redemption.

                  5. The Exchange Shares, if any, shall be delivered as duly
authorized, validly issued, fully paid and nonassessable REIT Shares, free of
any pledge, lien, encumbrance or restriction, other than the Ownership Limit and
other restrictions provided in Kimco's charter and bylaws, and restrictions on
transfer consistent with the Securities Act and applicable state and federal
securities and tax laws.

         C. If a Partner Record Date with respect to any Tendered Unit precedes
the date (the "Delivery Date") on which a Tendering Party receives cash paid or
becomes the record holder with respect to the REIT Shares issued in respect
thereof pursuant to this Article 8, such Tendering Party shall be entitled to
distributions pursuant to this Agreement payable to holders of Limited Partner
Interests (or the economic interest therein) on such Partner Record Date with
respect to the Tendered Units. If the Partner Record Date is on or after the
applicable Delivery Date, and the Tendering Party receives REIT Shares and
becomes a record holder of the REIT Shares on or after such Delivery Date, the
Tendering Party shall not be entitled to distributions pursuant to this
Agreement payable to holders of Limited Partner Interests (or the economic
interest therein) on such Partner Record Date with respect to the Tendered Units
exchanged but shall be entitled to any dividends payable with respect to any
record holder as of the record date for holders of REIT Shares that is on or
after such Delivery Date.

                                      -38-


         D. Except as otherwise provided in this Agreement, upon the Delivery
Date, all rights and obligations of the Tendering Party (and, if the Tendering
Party is an Assignee, the Limited Partner who owns the respective Limited
Partner Interests and any lender holding a pledge on such Limited Partner
Interests) with respect to the Tendered Units exchanged or redeemed hereunder
shall cease and, to the extent such Tendering Party elects to exchange all
Limited Partner Interests held by such Tendering Party, the Tendering Party
(and, if the Tendering Party is an Assignee, the Limited Partner who owns the
respective Limited Partner Interests except to the extent such Limited Partner
also holds other Limited Partner Interests) shall no longer be a Limited Partner
or an Assignee, as the case may be, with respect to, and shall have no further
rights to distributions or to exchange under, this Agreement. Except as provided
in Section 8.5.B hereof, until receipt by a Qualifying Party of REIT Shares, the
Tendering Party shall have no rights as a shareholder of Kimco with respect to
the REIT Shares issuable in connection with an Exchange.

         E. In connection with an exercise of an Exchange Right pursuant to this
Article 8, each Tendering Party shall represent or covenant the following to the
General Partner, which representations and covenants shall be included within
the Notice of Exchange:

                  (1)      A written affidavit disclosing to the best of its
                           knowledge the actual and constructive ownership, as
                           determined for purposes of Code Sections 856(a)(6),
                           856(h), 856(d)(2)(B) and 856(d)(5), of REIT Shares by
                           (i) such Tendering Party and (ii) any Related Party;

                  (2)      A written representation that neither the Tendering
                           Party nor to the best of its knowledge any Related
                           Party has any intention to acquire any additional
                           REIT Shares prior to delivery of cash or Exchange
                           Shares for the Tendered Units pursuant to Section
                           8.5; and

                  (3)      A covenant, as a condition to the closing of an
                           Exchange, that until the delivery of the relevant
                           Exchange Shares or cash the actual and constructive
                           ownership of REIT Shares by the Tendering Party and
                           any Related Party will remain unchanged from that
                           disclosed above.

         F. Any issuance of REIT Shares in violation of the Ownership Limit or
that would otherwise cause Kimco to fail to qualify as a REIT shall be null and
void ab initio and of no force and effect. The General Partner and Kimco Limited
Partner shall indemnify any person for damages incurred as a result of the
issuance of REIT Shares in a transaction that is null and void by reason of this
Section 8.5.F, unless the representations of the Tendering Party made in
connection with such issuance were inaccurate and such issuance would not been
void ab initio if such representations had been accurate; provided, that this
paragraph shall not prohibit the purported owner of such REIT Shares from
receiving whatever consideration may be provided to such purported owner under
the Charter in such a situation; and provided further, that the representations
of the Tendering Party shall not be deemed inaccurate if such Tendering Party
failed to disclose the actual ownership or beneficial or constructive ownership,
as determined for purposes of the REIT compliance rules, of 0.1% or less of the
issued and outstanding REIT Shares.

                                      -39-


         G. As long as any Limited Partner Interests are outstanding, the
General Partner agrees to use all reasonable efforts to cause Kimco to have
reserved and keep available that number of authorized but unissued REIT Shares
issuable upon the exercise of all outstanding Exchange Rights.

         H. Notwithstanding any other provision of this Agreement, if prior to
the Outside Date the General Partner, Kimco or any Affiliate takes any action
resulting in a dissolution or liquidation of the Partnership, then the Westlake
Limited Partner shall be entitled to immediately and fully tender for redemption
all or any portion of its Limited Partnership Interests pursuant to Section 8.5
hereof (notwithstanding the one year "lock out" set forth in Section 8.5.A(1))
and in addition shall be entitled to the indemnity with respect thereto set
forth in the Tax Protection Agreement governing a Forced Exchange Event (as
defined therein); provided, however, that this paragraph shall not apply if the
Westlake Limited Partner receives an opinion of nationally recognized tax
counsel, which counsel shall not have acted as counsel for Kimco for the seven
(7)-year period ending on the date such opinion is rendered and which counsel
shall be reasonably acceptable to the Westlake Limited Partners holding 75% of
the Percentage Interests owned by all Westlake Limited Partners, that
dissolution or liquidation, as the case may be, should not trigger income or
gain to the Westlake Limited Partner solely by reason of the existence of the
Exchange Right.

         Section 8.6       The General Partner's Right to Call Limited Partner
                           Interests.

         A.       1. Notwithstanding any other provision of this Agreement, on
and after the earlier of (i) the date on which Limited Partner Interests
representing more than 90% of the Limited Partner Interests issued to the
Westlake Limited Partners have been exchanged or redeemed, whether for REIT
Shares or for cash, pursuant to Section 8.5 hereof, or (ii) the Outside Date,
the General Partner shall have the right, but not the obligation (the "Call
Right"), from time to time and at any time to purchase, cause an Affiliate of
the General Partner to purchase, or cause the Partnership to redeem all (but not
less than all) outstanding Limited Partner Interests (other than the Limited
Partner Interests held by the General Partner, the Kimco Limited Partner or any
of their Affiliates) for either (a) an amount of cash equal to the Assumed
Liquidation Value of such Limited Partner Interests or (b) such number of REIT
Shares equal to the Assumed Liquidation Value of such Limited Partner Interests
divided by the Value of the REIT Shares; provided, however, that upon receipt of
the Call Notice, a Limited Partner may elect to exercise its Exchange Rights
under Section 8.5 by delivering to the General Partner a Notice of Exchange,
which Notice of Exchange must be delivered within 10 days after the Exchange
Date.

                  2. The Call Right may only be exercised by the General Partner
pursuant to a written call notice (a "Call Notice") delivered to each Qualifying
Party. The Call Notice shall specify (a) the Exchange Date; (b) the Assumed
Liquidation Value; (c) the form of payment elected to be made by the General
Partner (whether in cash, REIT Shares or a combination thereof), subject to any
subsequent changes that the General Partner deems necessary after its receipt of
the information requested pursuant to Section 8.6.B; and (d) the anticipated
closing date of such purchase, which date will not be earlier than 15 days nor
later than 30 days following the Exchange Date unless otherwise extended as a
result of Section 8.6.A.3.

                                      -40-


                  3. The Qualifying Parties holding at least a majority of the
Limited Partner Interests subject to the Call Right (the "Majority Holders")
have the right to object, by written notice to the General Partner, to the
Assumed Liquidation Value specified by the General Partner in the Call Notice.
The written notice of objection shall designate a representative (the
"Representative") for the Qualifying Parties and the Representative shall have
authority to manage, negotiate and settle the dispute on behalf of all the
Qualifying Parties. If the Majority Holders so object in writing, the
Representative, at the sole expense of all the Qualifying Parties subject to the
Call Right, may review the Partnership books and records used by the General
Partner in determining the Assumed Liquidation Value and the Partnership shall
provide the Representative with access to the books and records used in
determining the Assumed Liquidation Value. If the Majority Holders do not
deliver to the General Partner such written notice of objection within 10 days
after the Exchange Date, the Assumed Liquidation Value will be deemed to have
been accepted by all the Qualifying Parties subject to the Call Right. If the
Majority Holders do so object and if the Representative and the General Partner
are unable, within 20 days after receipt by General Partner of such written
notice of objection, to resolve the dispute concerning the Assumed Liquidation
Value, the dispute, together with a statement of the positions of the respective
parties, will be turned over to Houlihan Lokey Howard & Zukin Financial Advisors
or such other independent appraisal firm mutually acceptable to both the
Representative and the General Partner. The independent appraisal firm shall, as
soon as practicable, deliver to the Representative and the General Partner its
determination of the Assumed Liquidation Value and its determination will be
conclusive and binding upon the General Partner and all the Qualifying Parties
subject to the Call Right. The expenses of the independent appraisal firm will
be borne by the General Partner, on the one hand, and all the Qualifying Parties
subject to the Call Right, on the other hand, on a pro rata basis in relation to
the degree to which the positions of the respective parties are not confirmed by
the independent appraisal firm. The expenses of the Qualifying Parties will be
borne by the Qualifying Parties on a pro rata basis in relation to the relative
percentage of their respective Limited Partner Interests.

         B. In the event that the General Partner exercises its Call Right
pursuant to Section 8.6.A, each Qualifying Party shall provide to the General
Partner such information as the General Partner may reasonably request and, if
requested by the General Partner in writing, execute all documents referred to
in Section 8.5 hereof (or shall advise the General Partner why it cannot
truthfully make any representation or warranty contained therein and cooperate
as reasonably requested by the General Partner in order to enable it to make
such representations and warranties).

         C. In the event that the General Partner exercises its Call Right
pursuant to and in compliance with Section 8.6.A hereof, but such purchase
cannot be effected because a Qualifying Party refuses or fails to tender his,
her or its Limited Partner Interests, then (i) the General Partner shall have a
right to specific performance and (ii) the General Partner shall be entitled to
withhold distributions under this Agreement with respect to any defaulting
Qualifying Party.


                                     -41-


         Section 8.7       Other Exchanges.

         Notwithstanding the provisions of Sections 8.5 or 8.6 hereof, nothing
in this Agreement shall preclude the exchange, whether for REIT Shares or cash,
of Limited Partner Interests by any Qualifying Party upon such terms and
conditions as may be negotiated between the Qualifying Party holding such
Limited Partner Interests, on the one hand, and the General Partner, on the
other hand, in their sole and absolute discretion. Such an exchange may include
the payment of cash by the General Partner to the Qualifying Party, in a lump
sum or in installments, or the distribution in kind of assets of the General
Partner to such Qualifying Party (which assets may be encumbered), including
assets to be designated by the Qualifying Party and acquired (with or without
debt financing) by the General Partner. In effecting any such exchange by
negotiated agreement, neither the General Partner nor the Qualifying Party,
shall incur any liability to any other Limited Partner or have any duty to offer
the same or similar terms for exchange of any other Qualifying Party.

                                    ARTICLE 9
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

         Section 9.1       Records and Accounting.

         The General Partner shall keep or cause to be kept at the principal
office of the Partnership those records and documents required to be maintained
by the Act and other books and records deemed by the General Partner to be
appropriate with respect to the Partnership's business, including, without
limitation, all books and records necessary to provide to the Limited Partners
any information, lists and copies of documents required to be provided pursuant
to Section 9.3 hereof. Any records maintained by or on behalf of the Partnership
in the regular course of its business may be kept on, or be in the form of,
punch cards, magnetic tape, photographs, micrographics or any other information
storage device. The books of the Partnership shall be maintained, for financial
and tax reporting purposes, on an accrual basis in accordance with generally
accepted accounting principles, or such other basis as the General Partner
determines to be necessary or appropriate.

         Section 9.2       Fiscal Year.

         The fiscal year of the Partnership shall be the Partnership Year.

         Section 9.3       Reports and Partnership Information.

         A. As soon as practicable, but in no event later than seventy-five (75)
days after the close of each Partnership Year, the General Partner shall cause
to be mailed to each Limited Partner as of the close of the Partnership Year, an
annual report containing unaudited balance sheet, income statement, and related
financial statements of the Partnership, for such Partnership Year, presented in
accordance with generally accepted accounting principles.

         B. As soon as practicable, but in no event later than sixty (60) days
after the close of each calendar quarter, the General Partner shall cause to be
mailed to each Limited Partner as of the close of such quarter any financial
reports sent to the Shareholders of Kimco and such other information as may be
required by applicable law or regulation, or as the General Partner determines
to be appropriate.

         C. In addition to the other rights provided by this Agreement or by the
Act, each Limited Partner shall have the right, upon written demand and at such
Limited Partner's own expense (including such reasonable copying and
administrative charges as the General Partner may establish from time to time):

                                      -42-


                  (1)      to obtain a copy of the Partnership's federal, state
                           and local income tax returns for each Partnership
                           Year;

                  (2)      to obtain a current list of the name and last known
                           business, residence or mailing address of each
                           Partner; and

                  (3)      to obtain a copy of this Agreement and the
                           Certificate and all amendments thereto, together with
                           executed copies of all powers of attorney pursuant to
                           which this Agreement, the Certificate and all
                           amendments thereto have been executed.

         Section 9.4       Confidential Material.

         The General Partner may keep confidential from the Limited Partners,
for such period of time as the General Partner determines to be reasonable, any
information that (i) the General Partner reasonably believes to be in the nature
of trade secrets or other information, the disclosure of which the General
Partner in good faith believes is not in the best interests of the Partnership
or could damage the Partnership or its business; or (ii) the Partnership is
required by law or by agreements with an unaffiliated third party to keep
confidential.

                                   ARTICLE 10
                                   TAX MATTERS

         Section 10.1      Preparation of Tax Returns.

         The General Partner shall arrange for the preparation and timely
(including valid extensions) filing of all returns of Partnership income, gains,
deductions, losses and other items required of the Partnership for federal and
state income tax purposes and shall use all reasonable efforts to furnish,
within seventy-five (75) days of the close of each taxable year, the tax
information required to be furnished to the Limited Partners for federal income
tax reporting purposes. In order to monitor compliance with Section 6.2F and the
terms of the Tax Protection Agreement, the General partner will allow tax
accountants selected by the Westlake Limited Partner to review the Partnership's
tax returns (and schedules thereto) within a reasonable time period prior to
filings.

         Section 10.2      Tax Elections.

         Except as otherwise provided herein, the General Partner shall, in its
sole and absolute discretion, determine whether to make any available election
pursuant to the Code and its state and local counterparts, provided, however,
that the General Partner shall make an election under Section 754 of the Code
with respect to the Partnership. The General Partner shall have the right to
seek to revoke any tax election it makes upon the General Partner's
determination, in its sole and absolute discretion, that such revocation is in
the best interests of the Partners and upon the written consent of the Westlake
Limited Partner (which consent shall not be unreasonably withheld).

                                      -43-


         Section 10.3      Tax Matters Partner.

         A. The General Partner shall be the "tax matters partner" of the
Partnership for federal income tax purposes. Pursuant to Section 6230(e) of the
Code, upon receipt of notice from the IRS of the beginning of an administrative
proceeding with respect to the Partnership, the tax matters partner shall
furnish the IRS with the name, address, taxpayer identification number, and
profit interest of each of the Limited Partners; provided, however, that such
information is provided to the Partnership by the Limited Partners.
Notwithstanding anything herein to the contrary, the tax matters partner shall,
upon receipt of notice from the IRS, give notice of an administrative proceeding
with respect to the Partnership to all Limited Partners in accordance with, and
as if such Limited Partners were each a "notice partner" pursuant to, Section
6231(a)(8) of the Code.

         B. Except to the extent any action described below conflicts with the
terms of the Tax Protection Agreement, the tax matters partner is authorized,
but not required:

                  (1)      to enter into any settlement with the IRS with
                           respect to any administrative or judicial proceedings
                           for the adjustment of Partnership items required to
                           be taken into account by a Partner for income tax
                           purposes (such administrative proceedings being
                           referred to as a "tax audit" and such judicial
                           proceedings being referred to as "judicial review"),
                           and in the settlement agreement the tax matters
                           partner may expressly state that such agreement shall
                           bind all Partners, except that such settlement
                           agreement shall not bind any Partner (i) who (within
                           the time prescribed pursuant to the Code and
                           Regulations) files a statement with the IRS providing
                           that the tax matters partner shall not have the
                           authority to enter into a settlement agreement on
                           behalf of such Partner; or (ii) who is a "notice
                           partner" (as defined in Section 6231(a)(8) of the
                           Code) or a member of a "notice group" (as defined in
                           Section 6223(b)(2) of the Code);

                  (2)      in the event that a notice of a final administrative
                           adjustment at the Partnership level of any item
                           required to be taken into account by a Partner for
                           tax purposes (a "final adjustment") is mailed to the
                           tax matters partner, to seek judicial review of such
                           final adjustment, including the filing of a petition
                           for readjustment with the Tax Court or the filing of
                           a complaint for refund with the United States Claims
                           Court or the District Court of the United States for
                           the district in which the Partnership's principal
                           place of business is located;

                  (3)      to intervene in any action brought by any other
                           Partner for judicial review of a final adjustment;

                  (4)      to file a request for an administrative adjustment
                           with the IRS and, if any part of such request is not
                           allowed by the IRS, to file an appropriate pleading
                           (petition or complaint) for judicial review with
                           respect to such request;

                                      -44-


                  (5)      to enter into an agreement with the IRS to extend the
                           period for assessing any tax which is attributable to
                           any item required to be taken account of by a Partner
                           for tax purposes, or an item affected by such item;
                           and

                  (6)      to take any other action on behalf of the Partners or
                           the Partnership in connection with any tax audit or
                           judicial review proceeding to the extent permitted by
                           applicable law or regulations and not prohibited by
                           this Agreement.

         The taking of any action and the incurring of any expense by the tax
matters partner in connection with any such proceeding, except to the extent
required by law, is a matter in the sole and absolute discretion of the tax
matters partner and the provisions relating to indemnification of the General
Partner set forth in Section 7.6 of this Agreement shall be fully applicable to
the General Partner as tax matters partner.

         C. The tax matters partner shall receive no compensation for its
services. All third party costs and expenses incurred by the tax matters partner
in performing its duties as such (including legal and accounting fees and
expenses) shall be borne by the Partnership. Nothing herein shall be construed
to restrict the Partnership from engaging an accounting firm to assist the tax
matters partner in discharging its duties hereunder, so long as the compensation
paid by the Partnership for such services is reasonable.

         Section 10.4      Organizational Expenses.

         The Partnership shall elect to deduct expenses, if any, incurred by it
in organizing the Partnership ratably over a sixty (60) month period as provided
in Section 709 of the Code.

         Section 10.5      Withholding.

         Each Limited Partner hereby authorizes the Partnership to withhold
from, or pay on behalf of or with respect to, such Limited Partner any amount of
federal, state, local, or foreign taxes that the General Partner determines that
the Partnership is required to withhold or pay with respect to any amount
distributable or allocable to such Limited Partner pursuant to this Agreement,
including, without limitation, any taxes required to be withheld or paid by the
Partnership pursuant to Sections 1441, 1442, 1445, or 1446 of the Code. Any
amount withheld from any distribution otherwise payable to a Partner shall be
treated as a distribution to such Partner as provided in Section 5.2. To the
extent an amount paid on behalf of or with respect to a Limited Partner exceeds
the amount withheld from a distribution, such amount shall constitute a loan by
the Partnership to such Limited Partner, which loan shall be repaid by such
Limited Partner within fifteen (15) days after notice from the General Partner
that such payment must be made unless the General Partner determines, in its
sole and absolute discretion, that such payment may be satisfied out of the
available funds of the Partnership which would, but for such payment, be
distributed to the Limited Partner. Each Limited Partner hereby unconditionally
and irrevocably grants to the Partnership a security interest in such Limited
Partner's Partnership Interest to secure such Limited Partner's obligation to
pay to the Partnership any amounts required to be paid pursuant to this Section
10.5. In the event that a Limited Partner fails to pay any amounts owed to the
Partnership pursuant to this Section 10.5 when due, the General Partner may, in
its sole and absolute discretion, elect to make the payment to the Partnership
on behalf of such defaulting Limited Partner, and in such event shall be deemed
to have loaned such amount plus the amount of its attorneys' fees incurred in
connection with making and enforcing the terms of such loan, to such defaulting
Limited Partner and shall succeed to all rights and remedies of the Partnership
as against such defaulting Limited Partner. Without limitation, in such event
the General Partner shall have the right to receive distributions that would
otherwise be distributable to such defaulting Limited Partner until such time as
such loan, together with all interest thereon, has been paid in full, and any
such distributions so received by the General Partner shall be treated as having
been distributed to the defaulting Limited Partner and immediately paid by the
defaulting Limited Partner to the General Partner in repayment of such loan. Any
amounts payable by a Limited Partner hereunder shall bear interest at the lesser
of (A) the base rate on corporate loans at large United States money center
commercial banks, as published from time to time in the Wall Street Journal,
plus four (4) percentage points, or (B) the maximum lawful rate of interest on
such obligation, such interest to accrue from the date such amount is due (i.e.,
fifteen (15) days after demand) until such amount is paid in full. Each Limited
Partner shall take such actions as the Partnership or the General Partner shall
request in order to perfect or enforce the security interest created hereunder.

                                      -45-


         Section 10.6      Intention re Certain Tax Matters.

         Subject to Section 7.8E, it is the intention of the parties hereto that
the Partnership be classified as a partnership, and that the Westlake Limited
Partner be treated as a partner therein, for all tax purposes and the parties
shall prepare their tax returns accordingly; provided, that neither the General
Partner, the Kimco Limited Partner nor any Affiliate thereof has represented or
warranted that any taxing authority or court will not conclude to the contrary,
and neither the General Partner, the Kimco Limited Partner nor any Affiliate
thereof shall have any liability if a taxing authority or court concludes that
the Partnership is not classified as a partnership, or that the Westlake Limited
Partner is not treated as a partner therein, for any tax purposes. Based upon
current federal income tax laws and regulations, the Partnership will be treated
for federal income tax purposes as an entity other than an association, or
publicly traded partnership, taxable as a corporation and will not itself be
subject to federal income taxation, and neither the General Partner nor the
Kimco Limited Partner (nor any of their Affiliates) nor the Westlake Limited
Partner will take any action inconsistent with such treatment or that would
otherwise result in the Partnership being taxable for federal income tax
purposes as a corporation or other entity subject to taxation, and each of the
General Partner and the Kimco Limited Partner (and their Affiliates), and the
Westlake Limited Partner, intend to file all federal, state and local tax
returns in a manner consistent with the foregoing.

                                   ARTICLE 11
                            TRANSFERS AND WITHDRAWALS

         Section 11.1      Transfer.

         No Partnership Interest shall be Transferred, in whole or in part,
except in accordance with the terms and conditions of this Agreement. Any
Transfer or purported Transfer of a Partnership Interest not made in accordance
with this Article 11 shall be null and void.

                                      -46-


         Section 11.2      Transfer of the General Partner Interest.

         A. The General Partner may not Transfer any of its General Partner
Interest or withdraw as General Partner except as provided in this Section 11.2
unless the Limited Partners holding seventy-five percent (75%) of the Percentage
Interests of the Westlake Limited Partners consent to such transfer or
withdrawal. The General Partner may Transfer its General Partner Interest (or
any portion thereof) to another entity which is a qualified REIT subsidiary or
taxable REIT subsidiary of Kimco without the consent of the Limited Partners so
long as arrangements are made so that the REIT Shares to be issued pursuant to
Section 8.5.B continue to be shares of Kimco's common stock, par value $0.01 per
share.

         B. Subject to Sections 7.3 and the terms of the Tax Protection
Agreement, Kimco may engage in any merger, consolidation or other combination
with or into another Person regardless of whether such other person is a REIT,
or sell all or substantially all of its assets, or effect any reclassification
or recapitalization or change in the terms of outstanding REIT Shares (each, a
"Transaction"), all without the prior approval of any Limited Partners, provided
that, (i) if such Transaction occurs prior to the Outside Date, following any
such Transaction any Qualifying Party continues to be entitled to the benefit of
the Tax Protection Agreement; (ii) following any such Transaction, any
Qualifying Party continues to be entitled to exchange a Limited Partner Interest
(or other successor interest issued in exchange therefor or liquidation thereof)
held by such Qualifying Party for cash, REIT Shares or other property or
securities equal in value to the amount of cash, REIT Shares or other property
or securities that such Limited Partner would have received in an Exchange for
such Limited Partner Interest pursuant to Section 8.5 immediately prior to such
Transaction, taking into account any adjustments to the Adjustment Factor and
Return of Capital Factor following such Transaction; (iii) any such REIT Shares
or other securities are publicly traded on the American Stock Exchange or the
New York Stock Exchange (or, if they cease to exist, a nationally recognized
securities exchange); and (iv) if the General Partner has not irrevocably
elected not to exercise its right to issue REIT Shares in any Exchange under
Section 8.5.B, the Qualifying Parties continue to be entitled to the benefits of
the Registration Rights Agreement, and (v) assuming clause (iv) applies, each
Qualifying Party is given written notice of the proposed Transaction containing
information reasonably sufficient for such Limited Partners to assess his right
to receive registration rights in connection with such Transaction not less than
thirty (30) days prior to the consummation of the Transaction.

         C. If a purchase or cash tender offer shall have been made to and
accepted by the holders of more than fifty percent (50%) of the outstanding REIT
Shares, each Qualifying Party shall be entitled to elect to receive in
connection with (and prior to the Closing of) such Transaction the amount of
cash and/or the value in cash of other consideration which such holder would
have received had it exercised its Exchange Rights and received REIT Shares in
exchange for its Limited Partner Interests (or economic interests therein)
immediately prior to the expiration of such purchase or tender offer and had
thereupon accepted such purchase or tender offer. Upon such election, the
Qualifying Party shall cease to be a Limited Partner of the Partnership and its
Limited Partner Interests shall be deemed to be transferred to the General
Partner effective upon the payment of such cash or other consideration. If an
exchange offer shall have been made and accepted pursuant to which the holders
of more than fifty percent (50%) of the outstanding REIT Shares exchange their
REIT Shares for equity securities of the acquiring Person, which are publicly
traded on a nationally recognized securities exchange or quotation system, and
the General Partner Interest is Transferred (directly or indirectly), then the
Adjustment Factor shall be adjusted to reflect such Transaction and each holder
of Limited Partner Interests who is a Qualifying Party shall be entitled to
exchange all or any portion of the Limited Partner Interests (or economic
interest therein) held by such Qualifying Party for REIT Shares of such
acquiring Person.

                                      -47-


         The General Partner will give each Limited Partner who has provided the
General Partner with its identity and address notice of any tender offer or
exchange offer to which this Section 11.2(C) would apply promptly after the
General Partner learns of the tender offer or exchange offer (subject to
limitations on disclosure dictated by applicable laws, rules and regulations).

         Section 11.3      Limited Partners' Rights to Transfer.

         Except as provided in this Section, and subject to the rights of the
General Partner under Section 11.6, no Limited Partner shall have the right to
Transfer all or any portion of its Partnership Interest, including, without
limitation, all or any portion of the economic rights appurtenant thereto,
without the consent of the General Partner, which may not be unreasonably
withheld; provided that as long as a Transfer complies in the General Partner's
reasonable judgment with applicable federal and state securities laws, a Limited
Partner shall have the right, subject only to consent of the General Partner as
it reasonably deems necessary to carry out its obligations under Section 3.2,
and upon not less than five (5) Business Days' prior written notice containing
the identity and address of the proposed transferee and such other information
about such proposed transferee as the General Partner shall reasonably request
to enable it to determine that such proposed transfer is permitted hereunder
without its consent and to enable it to perform its obligations under this
Agreement with respect to such transferee, to Transfer its Partnership Interest
(or a portion thereof, so long as such portion consists of a percentage
undivided interest in all of such Partnership Interest) to one or more of the
following (each a "Permitted Transferee") who, subject to the terms of this
Article below and provided such Transfer contemplates a transfer of actual
ownership (as opposed, for instance, to a pledge), shall become Substituted
Limited Partners: (i) in the case of a Limited Partner that is an individual, a
Family Member of such Limited Partner or a trust for the benefit of such Limited
Partner and/or one or more Family Members, (ii) to an entity in which more than
fifty-one percent (51%) of the beneficial interests therein are owned by such
Limited Partner or a Family Member and which is controlled by such Limited
Partner or a Family Member, (iii) another Limited Partner, (iv) in the case of a
Limited Partner that is an entity, to one or more persons who hold an equity
interest in such Limited Partner as of the date of its admission to the
Partnership as a Limited Partner or to whom a Transfer would be permitted under
items (i), (ii) or (iii) above in this Section, (v) a trust for the benefit of a
charitable beneficiary or to a charitable foundation, (vi) in connection with a
pledge to a lending institution, which is not a Affiliate of such Limited
Partner, as collateral or security for a bona fide loan or other extension of
credit, or (vii) to such lending institution in connection with the exercise of
remedies under such loan or extension of credit, provided that any such
Substitute Limited Partner agrees to be bound by the provisions of this
Agreement in its entirety and executes and delivers to the General Partner the
documents provided to such Permitted Transferee by the General Partner which are
necessary to admit such Permitted Transferee to the Partnership as a Substitute
Limited Partner as provided in Section 11.4.A below. Notwithstanding any other
provision in this Agreement to the contrary, the Kimco Limited Partner may not
Transfer all of its Partnership Interest without the prior written consent of
the Westlake Limited Partner(s), which consent may be withheld in its sole
discretion; provided, however, that the Kimco Limited Partner may Transfer less
than all of its Partnership Interest without the prior written consent of the
Westlake Limited Partner(s), so long as such Transfer by the Kimco Limited
Partner does not relieve the Kimco Limited Partner of its duties and obligations
under this Agreement.

                                      -48-


         Section 11.4      Substituted Limited Partners.

         A. Other than as set forth in Section 11.3, no Limited Partner shall
have the right to substitute a transferee (including, without limitation, an
"Assignee" under Section 11.3) as a Limited Partner in his or its place. The
General Partner shall, however, have the right to consent to the admission of a
proposed transferee of all or any portion of the Partnership Interest of a
Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner,
which consent may not be unreasonably withheld by the General Partner. Admission
as a Substitute Limited Partner shall not be effective until such transferee
executes and delivers to the General Partner the following investment documents
(collectively, the "Investment Documents"): (i) a signed copy of this Limited
Partnership Agreement (and the Transferee agrees to be bound to all rights and
responsibilities of a Limited Partner hereof); (ii) a Prospective Subscriber
Questionnaire substantially in the form of the Prospective Subscriber
Questionnaire provided to and delivered by each of the Initial Limited Partners
and (iii) a certificate representing and warranting to the General Partner the
investment representations and warranties as set forth in Exhibit D to this
Agreement with respect to such Transferee. The General Partner's failure or
refusal under this Section 11.4.A to permit a transferee of any such Limited
Partner Interests (other than a Permitted Transferee) to become a Substituted
Limited Partner shall not give rise to any cause of action against the
Partnership or any Partner.

         B. A transferee who has been admitted as a Substituted Limited Partner
in accordance with this Article 11 shall have all the rights and powers and be
subject to all the restrictions and liabilities of a Limited Partner under this
Agreement.

         C. Upon the admission of a Substituted Limited Partner, the General
Partner shall amend Exhibit A to reflect the name, address, and Percentage
Interest of such Substituted Limited Partner and to eliminate or adjust, if
necessary, the name, address and interest of the predecessor of such Substituted
Limited Partner.

         Section 11.5      Assignees.

         An Assignee shall be deemed to have had assigned to it, the share of
Net Profit, Net Loss, and any other items of gain, loss deduction and credit of
the Partnership attributable to the economic interest assigned to such Assignee,
and shall be entitled to receive distributions from the Partnership attributable
to such economic interest, but, shall not be deemed to be a holder of a
Partnership Interest for any other purpose under this Agreement, and shall not
be entitled to vote such Partnership Interest in any matter presented to the
Limited Partners for a vote (the vote with respect to such Partnership Interest
being retained by the transferor of such economic interest or, if such
transferor will be unable to cast or waive such vote, such Partnership Interest
shall be deemed to have been voted on a matter in the same proportion as all
other Partnership Interests held by Limited Partners are voted).

                                      -49-


         Section 11.6      General Partner's Right of First Refusal.

         A. Notwithstanding anything in this Agreement to the contrary, before
any Limited Partner may Transfer any Limited Partner Interests to any entity or
person other than a Permitted Transferee, the General Partner will have the
right, but not the obligation, to purchase any and all of the Limited Partner
Interests subject to such Transfer (the "Transfer Interests").

         B. At such time that a Limited Partner proposes to effect a Transfer of
Transfer Interests, the transferring Limited Partner shall give prompt written
notice (the "Transfer Notice") to the General Partner of such proposed Transfer.
The Transfer Notice shall specify the material terms of the proposed Transfer
(the "Transfer Terms"), including without limitation, (i) the name of the
proposed transferee; (ii) the number of Transfer Shares involved; (iii) the
purchase price or other consideration (the "Purchase Price") to be received by
the Limited Partner in connection with such Transfer; and (iv) the terms and
conditions upon which such Transfer is to take place, including the terms of any
deferred payment for the Transfer Interests. The Transfer Notice must further
state that the General Partner may acquire all or any part of the Transfer
Interests for the Purchase Price and under the other Transfer Terms set forth in
the Transfer Notice.

         C. The General Partner will have fifteen (15) Business Days after its
receipt of a Transfer Notice (the "Purchase Period") during which to exercise
its right to purchase all or a portion of the Transfer Interests for the
Purchase Price and under the other Transfer Terms set forth in the Transfer
Notice. The General Partner must exercise its right by giving written notice to
the transferring Limited Partner, within the Purchase Period, of the number of
Transfer Interests as to which the General Partner is exercising its right to
purchase. The General Partner's failure to give written notice of exercise
within the Purchase Period will be deemed an election by the General Partner not
to purchase any Transfer Shares.

         D. The Limited Partner proposing to make a Transfer may Transfer any
Transfer Interests not being purchased by the General Partner at any time within
one hundred twenty (120) days after the expiration of the Purchase Period;
provided, however, that (i) such Transfer must be in accordance with the
Transfer Terms specified in the Transfer Notice and (ii) the transferring
Limited Partner must have complied with all the other terms and conditions
imposed by this Article 11.

         E. If a Limited Partner purports to make a Transfer without providing a
Transfer Notice, or a purported Transfer is made or required to be made pursuant
to a court order, the Purchase Period will be deemed to start on the date on
which the President of the General Partner obtains actual and complete knowledge
of the purported Transfer or order. Any such purported Transfer or order will be
subject to the rights of the General Partner.

         Section 11.7      General Provisions.

         A. No Partner may withdraw from the Partnership other than as a result
of a permitted transfer of all of such Partner's Partnership Interest in
accordance with this Article 11.

                                      -50-


         B. Any Limited Partner who shall transfer all of its Partnership
Interest in a transfer permitted pursuant to this Article 11 shall cease to be a
Limited Partner upon the admission of all transferees of such Partnership
Interest as Substituted Limited Partners.

         C. If all or any portion of a Partnership Interest, including, without
limitation, any economic interest, is transferred or assigned during any
quarterly segment of the Partnership's fiscal year in compliance with the
provisions of this Article 11 on any day other than the first day of a
Partnership fiscal year, then Net Profit, Net Loss, each item of income, gain,
expense or deduction and all other items attributable to such Partnership
Interest or economic interest therein for such Partnership fiscal year shall be
divided and allocated between the transferor and the transferee by taking into
account their varying interests during the Partnership fiscal year in accordance
with Section 706(d) of the Code, using the interim closing of the books method
or such other method permitted by the Code as the General Partner considers
appropriate. Solely for purposes of making such allocations, each of such items
for the calendar month in which the transfer or assignment occurs shall be
allocated to the transferee Partner; provided, however, that the General Partner
may adopt such other conventions relating to allocations in connection with
transfers, assignments or exchanges as it determines are necessary or
appropriate. All distributions of Available Cash attributable to such
Partnership Interest or economic interest therein before the date of such
transfer, assignment, or redemption shall be made to the transferor, and in the
case of a transfer or assignment other than a redemption, all distributions of
Available Cash thereafter attributable to such Partnership Interest or economic
interest therein shall be made to the transferee.

                                   ARTICLE 12
                              ADMISSION OF PARTNERS

         Section 12.1      Admission of Successor General Partner.

         A successor to all of the General Partner's Partnership Interest
pursuant to Section 11.2 hereof shall be admitted to the Partnership as the
General Partner, effective upon such transfer. Any such transferee shall carry
on the business of the Partnership without dissolution. The successor General
Partner shall execute and deliver to the Partnership and the Limited Partners a
signed copy of this Limited Partnership Agreement and an agreement to be bound
by all rights and responsibilities of the General Partner hereof. In the case of
such admission on any day other than the first day of a Partnership fiscal year,
all items attributable to the General Partner's Partnership Interest for such
Partnership fiscal year shall be allocated between the transferring General
Partner and such successor as provided in Section 11.6.D hereof.

         Section 12.2      Amendment of Agreement and Certificate of Limited
                           Partnership.

         For the admission to the Partnership of any Partner, the General
Partner shall take all steps necessary and appropriate under the Act to amend
the records of the Partnership and, if necessary, to prepare as soon as
practical an amendment of this Agreement (including an amendment of Exhibit A)
and, if required by law, shall prepare and file an amendment to the Certificate
and may for this purpose exercise the power of attorney granted pursuant to
Section 2.4 hereof.

                                      -51-


                                   ARTICLE 13
                    DISSOLUTION, LIQUIDATION AND TERMINATION

         Section 13.1      Dissolution.

         The Partnership shall not be dissolved by the admission of Substituted
Limited Partners or by the admission of a successor General Partner in
accordance with the terms of this Agreement. Upon the withdrawal of the General
Partner, any successor General Partner shall continue the business of the
Partnership. The Partnership shall dissolve, and its affairs shall be wound up,
only upon the first to occur of any of the following ("Liquidating Events"):

         A. the expiration of its term as provided in Section 2.5 hereof;

         B. an event of withdrawal of the General Partner, as defined in the
Act, unless, within ninety (90) days after such event of withdrawal Westlake
Limited Partners who hold fifty percent (50%) or more by Percentage Interest of
the Westlake Limited Partners agrees in writing to continue the business of the
Partnership and to the appointment, effective as of the date of withdrawal, of a
successor General Partner;

         C. an election to dissolve the Partnership made by the General Partner
provided that the Consent of Westlake Limited Partners holding fifty percent
(50%) or more of the Percentage Interests of the Westlake Limited Partners shall
be required to the extent provided in Section 7.3 hereof;

         D. entry of a decree of judicial dissolution of the Partnership
pursuant to the provisions of the Act; or

         E. a Terminating Capital Transaction as long as the proceeds of such
sale are distributed to the Partners in accordance with the terms of this
Agreement.

         Section 13.2      Winding Up.

         A. Upon the occurrence of a Liquidating Event, the Partnership shall
continue solely for the purposes of winding up its affairs in an orderly manner,
liquidating its assets, and satisfying the claims of its creditors and Partners
and Assignees. No Partner shall take any action that is inconsistent with, or
not necessary to or appropriate for, the winding up of the Partnership's
business and affairs. The General Partner, or, in the event there is no
remaining General Partner, any Person elected by a majority by Percentage
Interest of the Westlake Limited Partners (the General Partner or such other
Person being referred to herein as the "Liquidator"), shall be responsible for
overseeing the winding up and dissolution of the Partnership and shall take full
account of the Partnership's liabilities and property. The Partnership property
shall be liquidated as provided in Section 13.6, and the proceeds therefrom
shall be applied and distributed in the following order:

                  (1)      First, to the payment and discharge of all of the
                           Partnership's debts and liabilities to creditors; and

                                      -52-


                  (2)      The balance, if any, to the General Partner, Limited
                           Partners in accordance with Section 5.1.B.

         B. Notwithstanding the provisions of Section 13.2.A hereof which
require liquidation of the assets of the Partnership, but subject to the order
of priorities set forth therein, if prior to or upon dissolution of the
Partnership the Liquidator determines that an immediate sale of part or all of
the Partnership's assets would be impractical or would cause undue loss to the
Partners, the Liquidator may, in its sole and absolute discretion, defer for a
reasonable time the liquidation of any assets except those necessary to satisfy
liabilities of the Partnership (including to Partners as creditors).
Additionally, with the consent of a majority by Percentage Interest of the
Westlake Limited Partners, the Liquidator may distribute to the Partners and
Assignees, in lieu of cash, as tenants in common and in accordance with the
provisions of Section 13.2.A hereof, undivided interests in such Partnership
assets as the Liquidator deems not suitable for liquidation. The Liquidator
shall determine the fair market value of any property distributed in kind in
accordance with the terms of this Section using such reasonable method of
valuation as it may adopt.

         C. In the discretion of the Liquidator, a pro rata portion of the
distributions that would otherwise be made to the General Partner and Limited
Partners pursuant to this Article 13 may be:

                  (1)      distributed to a trust established for the benefit of
                           the General Partner, Limited Partners for the
                           purposes of liquidating Partnership assets,
                           collecting amounts owed to the Partnership, and
                           paying any contingent or unforeseen liabilities or
                           obligations of the Partnership or the General Partner
                           arising out of or in connection with the Partnership.
                           The assets of any such trust shall be distributed to
                           the General Partner, Limited Partners from time to
                           time, in the reasonable discretion of the Liquidator,
                           in the same proportions as the amount distributed to
                           such trust by the Partnership would otherwise have
                           been distributed to the General Partner, Limited
                           Partners pursuant to this Agreement; or

                  (2)      withheld or escrowed to provide a reasonable reserve
                           for Partnership liabilities (contingent or otherwise)
                           and to reflect the unrealized portion of any
                           installment obligations owed to the Partnership,
                           provided that such withheld or escrowed amounts shall
                           be distributed to the General Partner and Limited
                           Partners in the manner and order of priority set
                           forth in Section 13.2.A as soon as practicable.

         Section 13.3      Rights of Partners and Assignees.

         Each Partner shall look solely to the assets of the Partnership for the
return of its Capital Contributions and shall have no right or power to demand
or receive property other than cash from the Partnership. Except as otherwise
provided in this Agreement, as it may be amended in accordance with the terms
hereof, no Partner shall have priority over any other Partner as to the return
of its Capital Contributions, distributions or allocations.

                                      -53-


         Section 13.4      Notice of Dissolution.

         In the event a Liquidating Event occurs or an event occurs that would,
but for the provisions of an election or objection by one or more Partners
pursuant to Section 13.1, result in a dissolution of the Partnership, the
General Partner shall, in time to permit exercise of Exchange Rights and the
occurrence of the applicable Issuance Date prior to final distribution, provide
written notice thereof to each of the Partners and Assignees.

         Section 13.5      Termination of Partnership and Cancellation of
                           Certificate of Limited Partnership.

         Upon the completion of the liquidation of the Partnership's assets, as
provided in Section 13.2 hereof and expiration of the period for tendering
Partnership Interests provided for in Section 13.4, the Partnership shall be
terminated, a certificate of cancellation shall be filed, and all qualifications
of the Partnership as a foreign limited partnership in jurisdictions other than
the State of California shall be canceled and such other actions as may be
necessary to terminate the Partnership shall be taken.

         Section 13.6      Reasonable Time for Winding-Up.

         A reasonable time shall be allowed for the orderly winding-up of the
business and affairs of the Partnership and the liquidation of its assets
pursuant to Section 13.2 hereof, in order to minimize any losses otherwise
attendant upon such winding-up and to obtain the fair value thereof, and the
provisions of this Agreement shall remain in effect during the period of
liquidation.

         Section 13.7      Waiver of Partition.

         Each Partner hereby waives any right to partition of the Partnership
property.

                                   ARTICLE 14
                  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

         Section 14.1      Amendments.

         A. The General Partner shall submit any proposed amendment to this
Agreement to the Limited Partners. Any proposed amendment that is not proposed
by the General Partner shall, notwithstanding anything to the contrary contained
in this Agreement, require the written consent of the General Partner. The
General Partner shall seek the written vote of the Limited Partners on the
proposed amendment or shall call a meeting to vote thereon. For purposes of
obtaining a written vote, the General Partner may require a response within a
reasonable specified time, but not less than fifteen (15) Business Days. Subject
to Section 14.1.C, a proposed amendment shall be adopted and be effective as an
amendment hereto if it is approved by the General Partner and it receives the
Consent of Westlake Limited Partners holding a majority by Percentage Interest
of the Westlake Limited Partners.

                                      -54-


         B. Notwithstanding the foregoing but subject to Section 14.1.C,
amendments may be made to this Agreement by the General Partner, without the
consent of any Limited Partner, to (i) add to the representations, duties or
obligations of the General Partner or surrender any right or power granted to
the General Partner herein; or (ii) reflect the admission, substitution,
termination or withdrawal of Partners in accordance with this Agreement. The
General Partner shall reasonably promptly notify the Limited Partners whenever
it exercises its authority pursuant to this Section 14.1.B.

         C. No amendment shall be adopted if it would (i) convert a Limited
Partner Interest into a General Partner Interest, (ii) increase the liability of
a Limited Partner, (iii) except as otherwise permitted in this Agreement, alter
any of the rights of the Partners to distributions set forth in Article 5, or
the allocations set forth in Article 6, (iv) alter or modify any aspect of the
Exchange Rights as set forth in Article 8 hereof, (v) cause the early
termination of the Partnership (other than pursuant to the terms hereof) or (vi)
amend this Section 14, in each case without the consent of each Limited Partner
adversely affected thereby.

         D. Within ten (10) days of the making of any proposal to amend this
Agreement, the General Partner shall give all Partners notice of such proposal
(along with the text of the proposed amendment and a statement of its purposes).

         Section 14.2      Meetings of the Partners.

         A. Meetings of Partners may be called by the General Partner. The
General Partner shall give all Partners Notice of the purpose of such proposed
meeting not less than seven (7) days nor more than thirty (30) days prior to the
date of the meeting. Meetings shall be held at a reasonable time and place
selected by the General Partner. Whenever the vote or consent of Limited
Partners is permitted or required hereunder, such vote or consent shall be
requested by the General Partner and may be given by the Limited Partners in the
same manner as set forth for a vote with respect to an amendment to this
Agreement in Section 14.1.A.

         B. Any action required or permitted to be taken at a meeting of the
Partners may be taken without a meeting if a written consent setting forth the
action to be taken is signed by the Partners owning the Percentage Interests
required to vote in favor of such action, which consent may be evidenced in one
or more instruments. Consents need not be solicited from any other Partner if
the written consent of a sufficient number of Partners has been obtained to take
the action for which such solicitation was required.

         C. Each Limited Partner may authorize any Person or Persons, including
without limitation the General Partner, to act for him by proxy on all matters
on which a Limited Partner may participate. Every proxy (i) must be signed by
the Limited Partner or his attorney-in-fact, (ii) shall expire eleven (11)
months from the date thereof unless the proxy provides otherwise and (iii) shall
be revocable at the discretion of the Limited Partner granting such proxy.

                                   ARTICLE 15
                               GENERAL PROVISIONS

         Section 15.1      Addresses and Notice.

         Any notice, demand, request or report required or permitted to be given
or made to a Partner under this Agreement shall be in writing and shall be
deemed given or made when delivered in person, when sent by telefax or one (1)
day following deposit with a nationally recognized overnight courier service
that issues a receipt upon delivery, such as UPS or Federal Express, at the
address set forth in Exhibit A or such other address of which the Partner shall
notify the General Partner in writing.

                                      -55-


         Section 15.2      Titles and Captions.

         All article or section titles or captions in this Agreement are for
convenience only. They shall not be deemed part of this Agreement and in no way
define, limit, extend or describe the scope or intent of any provisions hereof.
Except as specifically provided otherwise, references to "Articles" and
"Sections" are to Articles and Sections of this Agreement.

         Section 15.3      Pronouns and Plurals.

         Whenever the context may require, any pronoun used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns, pronouns and verbs shall include the plural and vice
versa.

         Section 15.4      Further Action.

         The parties shall execute and deliver all documents, provide all
information and take or refrain from taking action as may be necessary or
appropriate to achieve the purposes of this Agreement.

         Section 15.5      Binding Effect.

         This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal
representatives and permitted assigns.

         Section 15.6      Creditors.

         Other than as expressly set forth herein with respect to the
Indemnitees, none of the provisions of this Agreement shall be for the benefit
of, or shall be enforceable by, any creditor of the Partnership.

         Section 15.7      Waiver.

         No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon a breach thereof shall constitute waiver of any
such breach or any other covenant, duty, agreement or condition.

         Section 15.8      Counterparts.

         This Agreement may be executed in counterparts, all of which together
shall constitute one agreement binding on all of the parties hereto,
notwithstanding that all such parties are not signatories to the original or the
same counterpart. Each party shall become bound by this Agreement immediately
upon affixing its signature hereto.

                                      -56-


         Section 15.9      Applicable Law.

         This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of California, without regard to the
principles of conflicts of law.

         Section 15.10     Invalidity of Provisions.

         If any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.

         Section 15.11     Entire Agreement.

         This Agreement contains the entire understanding and agreement among
the Partners with respect to the subject matter hereof and supersedes any other
prior written or oral understandings or agreements among them with respect
thereto.


                                      -57-




         IN WITNESS WHEREOF, the parties hereto have executed this Agreement of
Limited Partnership as of the date first written above.

                                  GENERAL PARTNER:

                                  Kimwest 186, Inc.,
                                  a Delaware corporation

                                  By:      /s/ Jeffrey J. Olson
                                           --------------------
                                  Name:    Jeffrey J. Olson
                                  Title:   Director of Acquisitions, West Coast




                                  LIMITED PARTNER


                                  Westlake Development Company, Inc.,
                                  a California corporation

                                  By:      /s/ Gary Wong
                                           -------------
                                  Name:    Gary Wong
                                  Title:   President








                                      -58-







                                    Exhibit A

                 Partners Contributions and Percentage Interests



- ---------------------------------- -------------- ------------ -------------- ------------------ ----------- ----------------
                                      Initial                                     Agreed
                                    Percentage      Number        Cash           Value of                        Total
    Name and Address of Partner      Interest      of Units    Contributions     Property        Liabilities  Contribution
- ---------------------------------- -------------- ------------ -------------- ------------------ ----------- ----------------
                                                                                           

General Partner                    .0009223%      22           $772.73        N/A                0           $772.73
(1.0101010% of Combined GP and
Kimco)
Kimwest 186, Inc., a Delaware
corporation


- ---------------------------------- -------------- ------------ -------------- ------------------ ----------- ----------------
- ---------------------------------- -------------- ------------ -------------- ------------------ ----------- ----------------

- ---------------------------------- -------------- ------------ -------------- ------------------ ----------- ----------------
- ---------------------------------- -------------- ------------ -------------- ------------------ ----------- ----------------
Limited Partner
                                   .0884617%      2,110        $70,827.27     N/A                0           $70,827.27
Kimco Realty Corporation, a
Maryland corporation

- ---------------------------------- -------------- ------------ -------------- ------------------ ----------- ----------------
- ---------------------------------- -------------- ------------ -------------- ------------------ ----------- ----------------
Limited Partner
                                   99.9106159%    2,383,080    N/A            $80,000,000.00     0           $80,000,000.00
Westlake Development Company, Inc.

- ---------------------------------- -------------- ------------ -------------- ------------------ ----------- ----------------





General Partner

Kimwest 186, Inc., a Delaware corporation

- -----------------------------------------

- -----------------------------------------

- -----------------------------------------



                                    Exhibit B

                                     Form of

                                ----------------

                               NOTICE OF EXCHANGE

                                ----------------

         Reference is hereby made to that certain Agreement of Limited
Partnership of Kimco/Westlake, L. P., dated as of October _, 2002 (the
"Partnership Agreement"), by and among Kimco Realty Corporation, a Maryland
corporation (the "Kimco Limited Partner") and those persons listed on the
signature pages thereto. Kimco Westlake L.P. is sometimes referred to herein as
the "Partnership." Pursuant to Section 8.5 of the Partnership Agreement, the
undersigned (the "Undersigned" or "Tendering Party"), hereby notifies the
General Partner of his, her or its intention to tender the number of units of
Limited Partner Interest (the "Units") in the Partnership set forth below for
cash or in the General Partner's sole discretion, shares of Common Stock of
Kimco Realty Corporation ("Kimco REIT"), $.01 par value per share ("REIT
Shares"). Any capitalized terms used herein not otherwise defined shall have the
meaning ascribed to such terms in the Partnership Agreement.

         Please complete the information below and sign where indicated. Failure
to complete this Notice of Exchange fully and accurately may result in a delay
in your exchange.

1. Name and Address:

         -----------------------------------------------------------------------
         -----------------------------------------------------------------------
         -----------------------------------------------------------------------

2.       The number of shares of Common Stock of Kimco REIT owned by the
         Undersigned as of the date of execution of this Notice of
         Exchange:____________

                                      B-1


         To the knowledge of the Undersigned, the number of shares of Common
         Stock of Kimco REIT owned by any Related Party1 of the Undersigned as
         of the date of execution of this Notice of Exchange:_____________

3.       Number of Units to be exchanged: _____________________.

4.       Does the number indicated in Paragraph No. 3 above represent all of the
         Units held by the Undersigned?      |_|  Yes         |_|  No

5.       By signing below, the Undersigned represents and warrants to the
         General Partner and the Kimco Limited Partner that (i) the Undersigned
         owns beneficially and of record, free and clear of any claim, lien,
         pledge, voting agreement, option, charge, security interest, mortgage,
         deed of trust, encumbrance, rights of assignment, purchase rights or
         other rights of any nature whatsoever (each, a "Claim"), except as
         provided in the Partnership Agreement and pursuant to the securities
         laws, all of his, her or its legal and beneficial interest in the Units
         which are being tendered pursuant to this Notice of Exchange, (ii) the
         Undersigned has full power and authority to convey the Units free and
         clear all Claims and (iii) such Units are being delivered to Kimco
         pursuant to this Notice of Exchange free and clear of all Claims.

6.       By signing below, the Undersigned represents and warrants to the Kimco
         Limited Partner that he, she or it is a Qualifying Party, as the term
         is defined in the Partnership Agreement, and that he, she or it has the
         right to demand this exchange pursuant to the terms of the Partnership
         Agreement.

7.       By signing below, the Undersigned makes the following investment
         representations and warranties to the General Partner and the Kimco
         Limited Partner as to himself, herself or itself as of the date of this
         Notice of Exchange:

                  (a) The Undersigned has had an opportunity to review all
         registration statements and amendments thereto furnished to the
         Undersigned by or on behalf of Kimco REIT and all other registration
         statements, reports or other documents filed by Kimco REIT with the
         Securities and Exchange Commission (the "SEC") (all of the foregoing
         registration statements, amendments, reports and other documents
         collectively, the "Kimco Documents") and understands the risks of, and
         other considerations relating to, the acquisition of REIT Shares as
         disclosed in the Kimco Documents. The Undersigned by reason of his, her
         or its business and financial experience, together with the business
         and financial experience of those persons, if any, retained by him, her
         or it to represent or advise him, her or it with respect to his, her or
         its potential investment in the REIT Shares, has such knowledge,
         sophistication and experience in financial and business matters and in
         making investment decisions of this type that he, she or it (A) is
         capable of evaluating the merits and risks of an investment in Kimco
         REIT and of making an informed investment decision, (B) is capable of
         protecting his, her or its own interest or has engaged representatives
         or advisors to assist him, her or it in protecting his, her or its
         interests and (C) is capable of bearing the economic risk of such
         investment.

- --------
     1 "Related Party" means, with respect to any Person, any other Person whose
ownership of the capital stock of Kimco REIT would be attributed to the first
such Person under Section 544 (as modified by Section 856(b)(1)(B)) of the
Internal Revenue Code of 1986, as amended (the "Code").

                                      B-2


                  (b) The Undersigned understands that an investment in Kimco
         REIT involves substantial risks. Based on the disclosure contained in
         the Kimco Documents, the Undersigned has been given the opportunity to
         make a thorough investigation of the proposed activities of Kimco REIT.

                  (c) The address set forth on the first page of this Notice of
         Exchange is the Undersigned's principal place of business or residence,
         as the case may be, which address has not changed within one year
         immediately preceding the date hereof, except as disclosed in writing
         to the Kimco Limited Partner prior to the date hereof, and the
         Undersigned has no present intention of becoming a resident of any
         country, state or jurisdiction other than the country and state in
         which such principal place of business or residence is sited.

8.       By signing below, the Undersigned represents and covenants the
         following to the Kimco Limited Partner:

                  (a) To the Undersigned's knowledge, the Undersigned has
         disclosed in Section 2 above its actual and constructive ownership, as
         determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT
         Shares as of the date of execution of this Notice of Exchange by (i)
         the Undersigned and (ii) any Related Party of the Undersigned;

                  (b) The Undersigned represents that neither the Undersigned
         nor to its knowledge any Related Party has any present intention to
         acquire any additional REIT Shares or rights to acquire REIT Shares
         during the period commencing on the date that this Notice of Exchange
         is signed by the Tendering Party and ending on the date on which REIT
         Shares and/or cash are received by the Undersigned pursuant to this
         Exchange; and

                  (c) The Undersigned acknowledges that the Tendering Party
         shall not be entitled to receive REIT Shares as a result of the tender
         of Units hereunder if the actual and constructive ownership of REIT
         Shares by the Undersigned and, any Related Party would violate the
         Ownership Limit as in effect on the date hereof.

9.       The Undersigned understands and acknowledges that, unless registered
         pursuant to a Primary Registration Statement that has been declared
         effective by the SEC, the REIT Shares may be issued as restricted
         securities and, if issued as restricted securities, may not be resold
         under the federal and state securities laws unless such REIT Shares are
         registered under the Securities Act of 1933, as amended, pursuant to an
         effective registration statement or unless an exemption from
         registration under federal and state securities laws is available.

                                      B-3


10.      The Undersigned agrees to complete the attached Prospective Subscriber
         Questionnaire and send it along with this Notice of Exchange to the
         General Partner, at the addresses listed below; provided, however, that
         the completion of a Prospective Subscriber Questionnaire shall not be
         required in the event that the REIT Shares to be issued in an Exchange
         have been registered pursuant to a Primary Registration Statement which
         has been declared effective by the SEC. Failure to complete the
         Prospective Subscriber Questionnaire fully and accurately and failure
         to return it with this Notice of Exchange may delay the exchange of
         Units.

         Signature:  ___________________________________________________________

         Name of Entity and Title if Applicable:  ______________________________

         Date:  _____________________

         Please send the Notice of Exchange along with the completed Prospective
Subscriber Questionnaire via regular, overnight or certified mail or by hand
delivery to the General Partner with a copy to counsel at the addresses listed
below:

                  Kimwest 186, Inc., a Delaware corporation
                  c/o Kimco Realty Corporation
                  3333 New Hyde Park Road
                  New Hyde Park, NY  11042
                  Attn:  General Counsel

                  Gibson, Dunn & Crutcher LLP
                  4 Park Plaza
                  Irvine, California  92614
                  Attn:  Teresa J. Farrell, Esq.

FOR GENERAL PARTNER USE ONLY:
Received by General Partner on _________________________________________________


                                      B-4


                                    Exhibit C

                  Form of Prospective Subscriber Questionnaire


                                      Name: ____________________________________



                      PROSPECTIVE SUBSCRIBER QUESTIONNAIRE

                        --------------------------------

                            Kimco Realty Corporation
                             3333 New Hyde Park Road
                             New Hyde Park, NY 11042

                           ---------------------------

         The shares (the "Shares") of the common stock, par value $.01 per
share, of Kimco Realty Corporation (the "Company") are being offered without
registration under the Securities Act of 1933, as amended (the "Securities
Act"), and the securities laws of certain states. The Shares are being offered
in reliance on an exemption from registration under Regulation D of the
Securities Act ("Regulation D") and similar state law exemptions. To satisfy the
requirements of Regulation D and applicable state law exemptions, the Company
must determine whether a prospective shareholder meets that Regulation D and
state law definitions of "accredited investor" before selling (or, in some
states, offering) securities to such person. This Questionnaire is intended to
assist the Company in making this determination.

         Please complete, execute and date this Prospective Subscriber
Questionnaire and deliver it to the address set forth above. Your answers will,
at all times, be kept confidential except as necessary to establish that the
offering and sale of the Shares will not result in a violation of the
registration provisions of the Securities Act or a violation of the securities
laws of any state.

         1)       To establish the basis of the Subscriber's status as an
                  accredited investor, please answer the questions set forth
                  below.

                  a)       Is the Subscriber an individual with a net worth (or
                           net worth with his or her spouse) in excess of $1
                           million:

                                    Yes__________    No__________

                                      C-1


                  b)       Is the Subscriber an individual with income (without
                           including any income of the Subscriber's spouse) in
                           excess of $200,000, or joint income with the
                           Subscriber's spouse, in excess of $300,000, in each
                           of the two most recent years, and does the Subscriber
                           reasonably expect to reach the same income level in
                           the current year?

                                    Yes__________    No__________

                  c)       Is the Subscriber an employee benefit plan within the
                           meaning of the Employee Retirement Income Security
                           Act of 1974 (hereinafter "ERISA") whose decision to
                           invest in the Company is being made by a plan
                           fiduciary which is either a bank, savings and loan
                           association, insurance company or registered
                           investment adviser or, alternatively, does the
                           employee benefit plan have total assets in excess of
                           $5,000,000 or is the employee benefit plan
                           "self-directed" with investment decisions made solely
                           by person(s) who answered "Yes" to item 1(a) or 1(b)
                           above or item 1(g) below?

                                    Yes__________    No__________

                  d)       Is the Subscriber a retirement plan established and
                           maintained by a state, its political subdivisions, or
                           any agency or instrumentality of a state or its
                           political subdivisions for the benefit of its
                           employees with total assets in excess of $5,000,000?

                                    Yes__________    No__________

                  e)       Is the Subscriber a trust (including an individual
                           retirement arrangement formed as a trust or a
                           tax-qualified pension and profit sharing plan (e.g.,
                           a Keogh Plan) formed as a trust but not subject to
                           ERISA) with total assets in excess of $5,000,000 that
                           was not formed for the specific purpose of acquiring
                           the Shares and whose purchase is directed by a person
                           with such knowledge and experience in financial and
                           business matters that such person is capable of
                           evaluating the merits and risks of the prospective
                           investment?

                                    Yes__________    No__________

                  f)       Is the Subscriber a corporation, partnership,
                           Massachusetts or similar business trust or an
                           organization described in Section 501(c)(3) of the
                           Internal Revenue Code that was not formed for the
                           specific purpose of acquiring the Shares and whose
                           total assets exceed $5,000,000?

                                    Yes__________    No__________

                                      C-2


                  g) Is the Subscriber one of the following entities:

                           (i)      A "bank" as defined in Section 3(a)(2) of
                                    the Securities Act or any "savings and loan
                                    association" or other institution as defined
                                    in Section 3(a)(5)(A) of the Securities Act,
                                    whether acting in an individual or fiduciary
                                    capacity;

                           (ii)     A "broker/dealer" registered pursuant to
                                    Section 15 of the Securities Exchange Act of
                                    1934, as amended;

                           (iii)    An "insurance company," as defined in
                                    Section 2(13) of the Securities Act;

                           (iv)     An "investment company" registered under the
                                    Investment Company Act of 1940 or a
                                    "business development company" as defined in
                                    Section 2(a)(48) of the Investment Company
                                    Act of 1940;

                           (v)      A "Small Business Investment Company"
                                    licensed by the U.S. Small Business
                                    Administration under Section 301(c) or (d)
                                    of the Small Business Investment Act of
                                    1958; or

                           (vi)     A "Private Business Development Company" as
                                    defined in Section 202(a)(22) of the
                                    Investment Advisers Act of 1940?

                                    Yes__________    No__________

                                    If yes, then which entity (i.e., (g)(i)
                                    through (vi) above)?

                  h)       Is the Subscriber an entity (other than a trust, but
                           including a grantor trust) in which all of the equity
                           owners can answer "Yes" to any one question set forth
                           in Sections 1(a) through 1(g) immediately above?

                                    Yes__________    No__________

         2)       Is the Subscriber acquiring the Shares of the Company as a
                  principal for the purposes of investment and not with a view
                  to resale or distribution?

                                    Yes__________    No__________

         3)       By signing this Questionnaire, the Subscriber hereby confirms
                  the following statements:

                  a)       The Subscriber understands and acknowledges that the
                           Shares may be restricted securities and as restricted
                           securities may not be resold under the federal and
                           state securities laws unless and until such Shares
                           are registered under the Securities Act of 1933, as
                           amended, pursuant to an effective registration
                           statement or unless an exemption from registration
                           under federal and state securities laws is available.

                                      C-3


                  b)       The Subscriber shall immediately provide the Company
                           with corrected information in the event any
                           information given herein was untrue.

                  c)       The Subscriber acknowledges that any delivery of
                           information relating to the Company prior to the
                           determination by the Company of the suitability of
                           the Subscriber as a shareholder shall not constitute
                           an offer of Shares until such determination of
                           suitability shall be made.

                  d)       The Subscriber acknowledges that the Company will
                           rely on the Subscriber's representations contained
                           herein as a basis for exemption from registration.

                  e)       The Subscriber, either alone or with his or her
                           purchase representative, has such knowledge and
                           experience in financial and business matters as to be
                           capable of evaluating the risks and merits of the
                           prospective investment in the Shares.

                  f)       The answers of the Subscriber to the foregoing
                           questions are true and complete to the best of the
                           information and belief of the undersigned.



- -----------------------------------         -----------------------------------
Signature of Subscriber                     Signature of Subscriber
(or duly authorized agent)                  (or duly authorized agent)

- -----------------------------------         -----------------------------------
Title:                                      Title:

- -----------------------------------         -----------------------------------
Print Name Signed Above                     Print Name Signed Above

- -----------------------------------         -----------------------------------
Principal Residence (if Subscriber          Principal Residence (if Subscriber
is an individual) or                        is an individual) or
Business Address of                         Business Address of
Subscriber:                                 Subscriber:

- -----------------------------------         -----------------------------------

- -----------------------------------         -----------------------------------

- -----------------------------------         -----------------------------------

- -----------------------------------         -----------------------------------
Date                                        Date

                                      C-4


                                    Exhibit D

                    Investment Representations and Warranties



         The proposed transferee ("Transferee") makes the following
representations and warranties to the General Partner:

         Transferee acknowledges that Transferee's admission as a Substitute
Limited Partner in the Partnership ("Admission") is contingent upon the veracity
of each of the representations and warranties contained herein and the accuracy
and completeness of all responses entered in the prospective subscriber
questionnaire provided to Transferee. Transferee further acknowledges that the
General Partner or the Partnership may refuse Transferee's Admission if
Admission would be in violation of the Securities Act or any other applicable
federal or state securities laws, regulations or rules.

         Transferee has had an opportunity to review all registration
statements, reports and amendments thereto filed with the Commission on behalf
of Kimco Realty Corporation (collectively, the "Kimco Documents") and
understands the risks of, and other considerations relating to, Admission.
Transferee, by reason of its, his or her business and financial experience,
together with the business and financial experience of those persons, if any,
retained by it to represent or advise it with respect to its investment in the
Partnership, has such knowledge, sophistication and experience in financial and
business matters and in making investment decisions of this type that it, he or
she (A) is capable of evaluating the merits and risks of an investment in the
Partnership and of making an informed investment decision, (B) is capable of
protecting its own interest or has engaged representatives or advisors to assist
it in protecting its, his or her interests and (C) is capable of bearing the
economic risk of such investment.

         Transferee understands that an investment in the Partnership involves
substantial risks. Transferee has been given the opportunity to make a thorough
investigation of the proposed activities of the Partnership and has been
furnished with materials relating to the Partnership and its proposed
activities, including, without limitation, the Limited Partnership Agreement,
the Registration Rights Agreement and the other documents and materials
distributed to Limited Partners of the Partnership pursuant to Section 9.3 of
the Limited Partnership Agreement (collectively, the "Partnership Materials").
Transferee has relied and is making its investment decisions upon the
Partnership Materials provided to Transferee by or on behalf of the Partnership.

         Any interest in the Partnership will be acquired by Transferee for its,
his or her own account (or if such Transferee is a trustee, for a trust account)
for investment only and not with a view to, or with any intention of, a
distribution or resale thereof, in whole or in part, or the grant of any
participation therein, without prejudice, however, to Transferee's right
(subject to the terms of this Agreement and the Limited Partnership Agreement)
at all times to sell or otherwise dispose of all or any part of its interest in
the Partnership under an effective registration statement or an exemption from
such registration available under the Securities Act, and applicable state
securities laws, and subject, nevertheless, to the disposition of its assets
being at all times within its control. Transferee has not been formed for the
specific purpose of acquiring an interest in the Partnership or Kimco Realty
Corporation.

                                       5


         Transferee acknowledges that (A) the limited partnership interests in
the Partnership have not been registered under the Securities Act or any state
securities laws by reason of a specific exemption or exemptions from
registration under the Securities Act and applicable state securities laws and,
if such interests are represented by certificates, such certificates will bear a
legend to such effect, (B) the General Partner's and the Partnership's reliance
on such exemptions is predicated in part on the accuracy and completeness of the
representations and warranties of Transferee contained herein, (C) such
interests, therefore, cannot be resold unless registered under the Securities
Act and applicable state securities laws, or unless an exemption from
registration is available, (D) there is no public market for such interests and
(E) the Partnership has no obligation or intention to register such interests
for resale under the Securities Act or any state securities laws or to take any
action that would make available any exemption from the registration
requirements of such laws. Transferee hereby acknowledges that because of the
restrictions on transfer or assignment of the interests which are set forth in
the Limited Partnership Agreement, the Transferee may have to bear the economic
risk of the investment in the Partnership for an indefinite period of time.

         The address set forth under Transferee's name is the Transferee's
principal place of business or residence, as the case may be, which address has
not changed (except for relocations within the same state) within the two (2)
years immediately preceding the date hereof, except as disclosed in writing to
the General Partner prior to the date hereof, and Transferee has no present
intention of becoming a resident of any country, state or jurisdiction other
than the country and state in which such Transferee's principal place of
business or residence is sited.


                                       6





                                   Exhibit E


                            TAX PROTECTION AGREEMENT

         THIS TAX PROTECTION AGREEMENT ("Agreement"), dated as of October __,
2002, is made by and between KIMCO REALTY CORPORATION, a Maryland corporation
("KIMCO"), KIMWEST 186, INC., a Delaware corporation ("KRC"), KIMCO WESTLAKE,
L.P., a Delaware limited partnership ("KWLP"), and Westlake Development Company,
Inc. ("WDC" or the "Contributor," as further defined below), which will become a
limited partner of KWLP as a result of the Transaction (as defined below).

         WHEREAS, pursuant to the Contribution Agreement, dated as of August 14,
2002, by and among KIMCO, KRC and Contributor ("Contribution Agreement"), KWLP
is, among other things, acquiring the Contributed Property from the Contributor
in exchange for partnership interests in KWLP (the "Transaction"); and

         WHEREAS, pursuant to the Contribution Agreement and the Agreement of
Limited Partnership by and among KIMCO, KRC and Contributor of even date
herewith ("Partnership Agreement"), KWLP and KIMCO have agreed to make certain
undertakings to the Contributor and indemnify Contributor for certain tax
consequences.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows:

         1. Definitions. All capitalized terms used and not otherwise defined in
this Agreement shall have the meaning set forth in the Partnership Agreement. As
used herein, the following terms have the following meanings:

                  "Actual Taxpayer" means the person or entity which is
         responsible for the actual payment of federal, state or local taxes
         recognized as a result of any Built-in Gain or Non-Recourse Built-in
         Gain being triggered in the case of a Recognition Event, or as a result
         of any taxable income or gain in the case of a Forced Exchange Event.
         An Actual Taxpayer may or may not be a Contributor but in all events
         shall be a "Contributor" for the purposes of the last sentence of the
         definition of "Contributor" below. Consequently, under the Code, as in
         effect on the date hereof, a partnership or limited liability company
         which directly or indirectly owns Units, even if such entity is a
         Contributor hereunder (and which has not elected to be treated as an
         association taxable as a corporation) would not be an "Actual Taxpayer"
         for federal tax purposes. In addition, for these purposes an entity
         which is currently an "S" corporation shall not be treated as an Actual
         Taxpayer for federal tax purposes nor for state and local tax purposes
         if and to the extent state and local treatment is the same as federal
         tax treatment.

                  "Built-in Gain" with respect to each Contributed Property
         shall mean the amount of gain that would be allocated to a Contributor
         as a result of Section 704(c) of the Code on the relevant date of
         determination.

                  "Closing Date" shall mean the date of this Agreement.




                                       1


                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Contributed Property" shall mean those properties set forth
         on Schedule 1 to this Agreement. If any successor property or
         properties are acquired in a Code Section 1031 tax-free or other
         non-taxable (in whole or part) transaction pursuant to which, under the
         Code or Treasury Regulations, such successor property or properties
         become the property or properties to which the Built-in Gain and
         similar attributes carry over, such successor property or properties
         shall thereafter be the "Contributed Property."

                  "Contributor" means WDC and every other person or entity which
         becomes a successor holder of its Units in accordance with the
         Partnership Agreement. Notwithstanding the preceding sentence, for
         purposes of (i) calculating Contributor's Taxes and Grossed-Up Amount,
         and for all items that must be determined so as to make the
         calculations under either of said defined terms, and (ii) the person or
         entity entitled to receive any payments required to be made by KWLP
         under Section 3 of this Agreement, the term "Contributor" shall mean
         each and every appropriate Actual Taxpayer, whether or not any such
         Actual Taxpayer would otherwise be a Contributor under this definition.

                  "Contributor's Taxes" means (x) for purposes of Section 3(a),
         the combined federal, state and local income taxes of a Contributor on
         account of, as the case may be, the Built-in Gain and/or Non-Recourse
         Built-in Gain recognized under the Code as a result of the occurrence
         of a Recognition Event, without duplication of such amounts for
         purposes of Section 3, calculated by multiplying any Built-in Gain
         and/or Non-Recourse Built-in Gain which is so recognized by a
         Contributor during such year by reason of the Recognition Event by the
         combined highest federal, state and local income tax rates in effect
         for an individual (for income of the type recognized) for such year,
         and (y) for purposes of Section 3(b), the combined federal, state and
         local income taxes (whether or not attributable to Built-in Gain and/or
         Non-Recourse Built-in Gain, and including, without limitation, any
         taxable income or gain resulting from the tender for redemption all or
         any portion of their Limited Partner Interests pursuant to Section 8.5
         of the Partnership Agreement on account of the Forced Exchange Event)
         of a Contributor determined at the combined highest federal, state and
         local income tax rates in effect for an individual (for income of the
         type recognized) for the year in question. Contributor's Taxes shall
         (i) for the avoidance of doubt, be determined assuming that the
         transaction or event giving rise to KWLP's obligation to make a payment
         was the only transaction or event reported on the Contributor's tax
         return (i.e., without giving effect to any loss carry forwards or other
         deductions attributable to such Contributor), (ii) be calculated at the
         combined highest federal, state and local income tax rate in effect for
         an individual (for income of the type recognized) for such year, (iii)
         include any reasonable costs and expenses, including, without
         limitation, interest, penalties, additions to tax and reasonable
         attorneys' and accountants' fees, (iv) in determining the rate of any
         tax, give effect to the deductibility of such tax for the purposes of
         such tax or any other tax, and (v) be determined without duplication of
         any items of income, gain, loss or deduction. In addition, if income or
         gain is recognized by reason of a Recognition Event or Forced Exchange
         Event in the same calendar year as (a) the death of an Actual Taxpayer
         who directly or indirectly through a Contributor owns Units (including,
         by way of illustration and not limitation, a shareholder or partner of
         an S corporation or partnership, respectively, that owns Units) and who
         (or a successor for tax purposes of whom) is in a position to achieve a
         basis in its Units for federal income tax purposes equal to their fair
         market value (assuming a liquidation of the Contributor or otherwise,
         as is contemplated in Section 4(b) hereof) and (b) the actual
         liquidation or other event generating such increase in basis, then the
         Contributor's Taxes shall be computed by taking into account the actual
         tax benefit on account of such liquidation or other event that occurs
         within such same calendar year.



                                       2


                  "Forced Exchange Event" is an event described in Section 8.5H
         of the Partnership Agreement, for which the opinion described therein
         is not obtained, that results in the redemption of all or any portion
         of a Contributor's Units.

                  "Grossed Up Amount" with respect to a Contributor shall mean a
         payment under Section 3 hereof which will provide a Contributor with an
         amount equal to Contributor's Taxes after taking into account all
         federal, state and local income taxes (calculated in a manner
         consistent with the manner in which Contributor's Taxes are calculated)
         for such year on amounts paid under Section 3 hereof.

                  "Non-Recourse Built-in Gain" shall mean gain recognized by a
         Contributor under Section 731(a)(1) of the Code as a result of a deemed
         distribution under Section 752(b) of the Code.

                  "Nonrecourse Debt" means the type of indebtedness which is
         described in Treasury Regulation Section 1.752-1(a)(2).

                  "Outside Date" shall mean the date upon which the Tax
Protection Period ends.

                  "Recognition Event" shall have the meaning set forth in
Section 3(a).

                  "S Corporation" means an S corporation as such term is defined
in Code Section 1361.

                  "Tax Protection Period" shall mean the span of time commencing
         on the Closing Date and ending on the earlier of (i) the tenth (10th)
         anniversary thereof, (ii) the date on which all (and not less than all)
         of the Units have been redeemed, sold or otherwise disposed of in other
         than a non-taxable disposition, or (iii) seven (7) months following the
         death of any Actual Taxpayer who directly or indirectly through a
         Contributor owns Units (including, by way of illustration only and not
         limitation, a shareholder or partner of an S corporation or
         partnership, respectively, that owns Units), if such Actual Taxpayer
         (or such Actual Taxpayer's successor as determined for tax purposes) is
         in a position to achieve basis in its Units for federal income tax
         purposes equal to their fair market value (assuming a liquidation of
         the Contributor or otherwise).



                                       3


                  "Taxable Sale" shall have the meaning set forth in Section
2(a).

                  "Treasury Regulations" shall mean the regulations promulgated
         under the Code, as such regulations may be amended from time to time.

                  "Units" means the partnership interests in KWLP issued to the
         Contributors pursuant to the Contribution Agreement, and any
         partnership interests in KWLP thereafter issued by KWLP in exchange for
         such Units in a transaction in which the transferee's adjusted basis,
         as determined for federal income tax purposes, in the issued Units is
         determined, in whole part, by reference, to the transferee's adjusted
         basis, as determined for federal income tax purposes, in the Units.

         2. KWLP's and KIMCO's Obligations.

         (a) During the Tax Protection Period, KWLP and KIMCO agree that if it,
or anyone which directly or indirectly acquired all or any part of a Contributed
Property from KWLP in other than a fully taxable transaction or transactions,
sells, transfers, exchanges, distributes, assigns or otherwise disposes of, or
KWLP permits, causes or allows to be sold, transferred, exchanged, distributed,
assigned or otherwise disposed of, all or any portion of a Contributed Property
in a transaction that causes taxable income on account of Built-in Gain or
Nonrecourse Built-in Gain to be recognized by any Contributor under the Code
(any such transaction being herein referred to as a "Taxable Sale"), then KWLP
or KIMCO shall make the payments to the Contributors required pursuant to
Section 3 below. A sale, transfer, exchange, distribution, assignment or other
disposition of all or any portion of the Contributed Property which does not
cause taxable income to be recognized shall not relieve KWLP or KIMCO of any of
its duties, liabilities and obligations under this Agreement.

         (b) During the Tax Protection Period, KWLP agrees to maintain, at all
times, and on a continuous basis, with respect to each Contributed Property, an
amount of indebtedness allocable to a Contributor sufficient to avoid the
recognition of gain by any Contributor as a result of Non-Recourse Built-in
Gain.

         (c) Section 704(c) allocations with respect to each Contributed
Property shall be made by the election of the so-called "traditional method," as
described in Treasury Regulation Section 1.704-3(b)(1). Notwithstanding any
contrary provisions of KWLP's governing documents, KWLP shall not allocate any
other tax items of KWLP to any of the Contributors so as to cure or otherwise
lessen the effects of the so-called "ceiling rule" applicable to the Contributed
Property.

         (d) KWLP hereby represents, warrants and covenants that (i) it will
file an election under Code Section 754, (ii) will maintain such election at all
times during the Tax Protection Period, and (iii) will file a new Code Section
754 election in the event of a so-called tax termination of KWLP if such
election is otherwise required to be made so as to maintain such election in
effect.

         (e) Subject to Section 7.8E of the Partnership Agreement, it is the
intention of the parties hereto that KWLP be classified as a partnership, and
that the Contributor be treated as a partner therein, for all tax purposes, and
the parties shall prepare their tax returns accordingly; provided, that neither
the General Partner, the Kimco Limited Partner nor any Affiliate thereof has
represented or warranted that any taxing authority or court will not conclude to
the contrary, and neither the General Partner, the Kimco Limited Partner nor any
Affiliate thereof shall have any liability if a taxing authority or court
concludes that the Partnership is not classified as a partnership, or that the
Westlake Limited Partner is not treated as a partner therein, for any tax
purpose.



                                       4


         Based upon current federal income tax laws and regulations, KWLP will
be treated for federal income tax purposes as an entity other than an
association, or publicly traded partnership, taxable as a corporation and will
not itself be subject to federal income taxation, and neither KRC nor KIMCO (nor
any of their Affiliates) nor Contributor will take any action inconsistent with
such treatment or that would otherwise result in KWLP being taxable for federal
income tax purposes as a corporation or other entity subject to taxation, and
each of KRC and KIMCO (and their Affiliates), and each Contributor, intend to
file all federal, state and local tax returns in a manner consistent with the
foregoing.

         (f) Notwithstanding the foregoing, no amount shall be due to a
Contributor on account of any Built-in Gain or Non-Recourse Built-in Gain
resulting from, and the term "Taxable Sale" shall not include, the condemnation
or other taking of the Contributed Property by a governmental entity or
authority in eminent domain proceedings or otherwise, provided that KRC and
KIMCO has first used best efforts to structure any such disposition as either a
tax-free like-kind exchange under Code Section 1031 or as a tax-free
reinvestment under Code Section 1033.

         (g) In the case of an Actual Taxpayer that owns Units directly or
indirectly through a Contributor that is a pass-through entity (including but
not limited to an S corporation or partnership), each such Contributor shall
take such actions that can reasonably be taken to cause the liquidation thereof
(and, if applicable, of any intermediate entity owned directly or indirectly by
the same Actual Taxpayer) as soon as practicable following the death of an
Actual Taxpayer and prior to the end of the calendar year in which the income or
gain giving rise to the indemnity obligation hereunder is recognized, if such
liquidation(s) prior to the end of such year would reduce the amount of the
Contributor's Taxes.

         (h) At all times prior to the Outside Date, T.M. Chang and Yoshie F.
Chang will be Actual Taxpayers described in clause (iii) of the definition of
Tax Protection Period with respect to all or a portion of the Units.

         3. Indemnity for Breach of Obligations by KWLP.

         (a) Taxable Sales and Section 2 Breaches. In the event prior to the
Outside Date of (i) a Taxable Sale, or (ii) any other failure to comply with the
requirements of any other provision of Section 2, and if any such event causes
the recognition of taxable income or gain under the Code by any Contributor on
account of Built-in Gain or Non-Recourse Built-in Gain (any such event resulting
in any such recognition being referred to as a "Recognition Event"), then, as to
each such Recognition Event, KWLP or KIMCO shall pay to each such Contributor
the Grossed Up Amount with respect to such taxable income or gain. The payment
of the Grossed Up Amount for each occurrence of a Recognition Event shall be
made within thirty (30) days.



                                       5


         (b) Forced Exchange Event. In the event of a Forced Exchange that
causes the recognition of taxable income or gain (whether or not Built-in Gain
or Non-Recourse Built-in Gain) under the Code by any Contributor (including,
without limitation, any taxable income or gain resulting from the Exchange of
all or any portion of their Limited Partner Interests pursuant to Section 8.5 of
the Partnership Agreement), then KWLP or KIMCO shall pay to each Contributor the
Grossed Up Amount with respect to such taxable income or gain.. The payment of
the Grossed Up Amount in such case shall be made within thirty (30) days.

         (b) Conflict. If in any application of this Section 3 both Section 3(a)
and Section 3(b) apply, then Section 3(b) shall govern.

         4. Redemption or Sale of Units; Death.

         (a) If and to the extent a Contributor causes a redemption or exchange,
sells or otherwise disposes of all or any Units (but not including herein a
conversion or redemption into other Units, then the provisions of Sections 2 and
3 of this Agreement as to any such Units so redeemed, exchanged, sold or
otherwise disposed of, shall end at the time of such redemption, exchange, sale
or other disposition. Any sale or other disposition by a Contributor of Units in
a transaction in which gain or loss is not recognized under the Code shall not
be a disposition under this Section 4.

         (b) Upon the death of any Actual Taxpayer who directly or indirectly
through a Contributor owns Units (including, by way of illustration and not
limitation, a shareholder or partner of an S corporation or partnership,
respectively, that owns Units), if such Actual Taxpayer (or successor thereto as
determined for tax purposes) is in a position to achieve basis in its Units for
federal income tax purposes equal to their fair market value (assuming a
liquidation of the Contributor or otherwise), then the provisions of Sections 2
and 3 of this Agreement shall end as to all Persons seven (7) months following
the death of such Actual Taxpayer.

         5. General Provisions.

         (a) Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be deemed
given if delivered personally, sent by overnight courier (providing proof of
delivery) or sent by telecopy (providing confirmation of transmission) to the
parties at the following addresses or telecopy numbers (or at such other address
or telecopy number for a party as shall be specified by like notice):


         (1) if to KIMCO, KRC or KWLP, to:

                                         Kimco Realty Corporation:
                                         3333 New Hyde Park Road, P.O. Box 5020
                                         New Hyde Park, New York  11042-0020
                                         Attn:
                                         Telephone: (516) 869-9000
                                         Facsimile: (516) 869-7117


                                       6


                  with a copy to:

                                         Gibson, Dunn & Crutcher LLP
                                         4 Park Plaza
                                         Irvine, California  92614
                                         Attn:  Teresa J. Farrell, Esq.
                                         Telephone: (949) 451-3895
                                         Facsimile: (949) 475-4634
                                         E-mail: tfarrell@gibsondunn.com

         (2) if to a Contributor, to:

                                         Westlake Development Company
                                         520 El Camino Real, Suite 520
                                         San Mateo, California 94402
                                         Attn:  Gary Wong
                                         Telephone: (650) 579-1010, Ext. 159
                                         Facsimile: (650) 745-1249
                                         E-mail: gary@westlakegroup.net
                  with a copy to:

                                         O'Melveny & Myers LLP
                                         Embarcadero Center West
                                         275 Battery Street, Suite 2600
                                         San Francisco, CA 94111-3305
                                         Attn: Stephen A. Cowan
                                         Telephone: 415-984-8735
                                         Facsimile: 415-984-8701
                                         E-mail: scowan@omm.com

                  Any of the parties to this Agreement may from time to time
                  change the address specified for notice and/or the identity of
                  the person or persons to whose attention such notices are to
                  be addressed, by notice to the other parties.

         (b) Successors and Assigns; Third Party Beneficiaries. This Agreement
shall benefit and be binding upon KWLP, KIMCO and Contributors and their
respective permitted successors and assigns. For the purposes of this Agreement,
KWLP's successors and assigns shall only be any entity into which KWLP is merged
or which acquires all or substantially all of KWLP's assets. A successor to KWLP
as to any Contributed Property shall not be a successor or assign for purposes
of this Agreement.



                                       7


                  This Agreement is intended for the benefit of any person or
entity which directly owns an interest in a Contributor, including, without
limitation, any Actual Taxpayer, and each such person or entity shall be
entitled to all the benefits and rights of a Contributor under Sections 2 and 3
and under every other provision of this Agreement, and shall for all purposes of
this Agreement be a Contributor as fully as if each such person or entity were a
Contributor hereunder and a signatory hereto.

                  In the event of a sale, assignment, transfer or other
disposition of Units by a Contributor other than in a fully taxable transaction,
the successor holder or holders who thereupon become Contributions hereunder
shall automatically become a party to this Agreement and shall be entitled to
all of the benefits and burdens of this Agreement if they execute and become a
party hereto following a request to the General Partner. Any such successor
Contributor may request KWLP and KIMCO to execute, and in such event KWLP and
KIMCO shall execute, an addendum or other appropriate instrument countersigned
by the requesting Contributor acknowledging such Contributor's status as a
Contributor under, and as a party to, this Agreement.

         (c) Modification. None of the terms or provisions of this Agreement may
be modified, discharged or terminated except by instrument signed in writing by
KWLP, KIMCO and the Contributors (but not including in this paragraph (c) any
Actual Taxpayers that do not own Units). KWLP, KIMCO and any Contributor may, as
between themselves, amend this Agreement, and any such amendment shall be
binding upon KWLP, KIMCO and any such Contributor (and binding upon any Actual
Taxpayers to the extent their rights under this Agreement arise due to their
interest in Contributor, but not binding on any Actual Taxpayers as to the
rights, if any, any such Actual Taxpayers may have due to their interests in
other Contributors), but any such amendment shall not be binding upon nor
otherwise affect any of the rights, duties and obligations between KWLP, KIMCO
and any Contributor not a signatory to any such amendment.

         (d) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party.

         (e) Collection Costs. KWLP shall pay to each Contributor, on demand,
any and all expenses paid or incurred by any such Contributor, including
reasonable attorneys' fees and disbursements, in connection with the enforcement
of, and collection of any amounts due under, this Agreement; provided, however,
that following any dispute concerning amounts due hereunder, the prevailing
party in such dispute shall be entitled to reasonable attorneys' fees and
disbursements incurred in connection with such dispute.

         (f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, REGARDLESS OF THE LAWS
THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICT OF LAWS
THEREOF.



                                       8



         IN WITNESS WHEREOF, KRC, KWLP, KIMCO and the Contributor have caused
this Agreement to be signed personally or by their respective officers, general
partners or members thereunto duly authorized all as of the date first written
above.

                                  KRC:       KIMWEST 186, INC.,
                                  ---        a Delaware corporation

                                             By:______________________________

                                                ______________________________

                                KIMCO:       KIMCO REALTY CORPORATION,
                                -----        a Maryland corporation

                                             By:______________________________

                                                ______________________________

                                 WKLP:       KIMCO WESTLAKE, L.P.,
                                 ----        a California limited partnership

                                             By:______________________________

                                                ______________________________

                          Contributor:       WESTLAKE DEVELOPMENT COMPANY, INC.,
                          -----------        a California corporation



                                             By:______________________________
                                                     Gary Wong, President



                                       9



                                   Schedule 1

                             Contributed Properties

"Contributed Properties" means the parcels of real property listed below,
including any improvements now or hereafter constructed on such parcels, and any
interest in any entity owning, directly or indirectly, such real property:

All that certain real property located in the County of San Mateo, State of
California, described as follows:

CITY OF DALY CITY

PARCEL 1:
- ---------

BEGINNING AT A POINT ON THE SOUTHERLY PROLONGATION OF THE WESTERLY BOUNDARY OF
PARK PLAZA DRIVE, WHICH POINT BEARS SOUTH 20 DEGREES 18' EAST, 68.50 FEET FROM
THE SOUTHEASTERLY CORNER OF LOT 13, BLOCK 22, AS DESIGNATED ON THE MAP ENTITLED,
"WESTLAKE SUBDIVISION NO. 3, DALY CITY, CALIFORNIA", WHICH MAP WAS FILED IN THE
OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON APRIL
17, 1950, IN BOOK 31 OF MAPS AT PAGES 17, 18 AND 19; THENCE ALONG SAID SOUTHERLY
PROLONGED LINE AND ALONG THE WESTERLY LINE OF PARK PLAZA DRIVE, AS DESIGNATED ON
THE MAP ENTITLED, "WESTLAKE UNIT NO. 3-A, DALY CITY, SAN MATE0 COUNTY,
CALIFORNIA", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF
SAN MATEO, STATE OF CALIFORNIA, ON JANUARY 17, 1951, IN BOOK 32 OF MAPS AT PAGE
44, SOUTH 20 DEGREES 18' EAST, 92.50 FEET AND SOUTHERLY TANGENT TO LAST SAID
COURSE ALONG THE WESTERLY BOUNDARY OF PARK PLAZA DRIVE ON THE ARC OF A CURVE TO
THE RIGHT WITH A RADIUS OF 437.00 FEET AND SUBTENDING A CENTRAL ANGLE OF 2
DEGREES 15' 42", AN ARC DISTANCE OF 17.50 FEET; THENCE LEAVING SAID LINE OF PARK
PLAZA DRIVE, SOUTH 69 DEGREES 42' WEST, 335.58 FEET; THENCE NORTH 33 DEGREES 26'
30" WEST, 31.03 FEET; THENCE NORTH 20 DEGREES 18' WEST, 79.78 FEET; THENCE NORTH
69 DEGREES 42' EAST, 343.00 FEET TO THE POINT OF BEGINNING.

JOINT PLANT NOS.  002-020-201-52A
                  002-020-201-53A
                  002-020-201-54A

PARCEL 2:
- ---------

BEGINNING AT A POINT ON THE SOUTHERLY BOUNDARY OF SOUTHGATE AVENUE, DISTANT
THEREON NORTH 69 DEGREES 42' EAST, 20.50 FEET FROM


                                 Schedule 1 - 1






THE INTERSECTION OF SAID SOUTHERLY BOUNDARY AND THE CENTERLINE OF LAKE MERCED
BOULEVARD, FORMERLY LYNNEWOOD DRIVE, PROJECTED, AS DELINEATED AND DESCRIBED UPON
THE MAP ENTITLED, "WESTLAKE SUBDIVISION NO. 3, DALY CITY, CALIFORNIA", FILED IN
THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON
APRIL 7, 1950, IN BOOK 31 OF MAPS AT PAGE 19; THENCE NORTH 69 DEGREES 42' EAST,
18.50 FEET; THENCE NORTH 20 DEGREES 18' WEST, 11.50 FEET; THENCE NORTH 69
DEGREES 42' EAST, 339.00 FEET TO THE WESTERLY BOUNDARY OF THE COLMA SEWER
MAINTENANCE DISTRICT EASEMENT; THENCE SOUTH 20 DEGREES 18' EAST, ALONG SAID
WESTERLY BOUNDARY, 153.96 FEET; THENCE CONTINUING ALONG SAID WESTERLY BOUNDARY,
SOUTH 1 DEGREE 40' 50" EAST, 89.74 FEET; THENCE LEAVING SAID WESTERLY BOUNDARY,
SOUTH 69 DEGREES 42' WEST, 329.84 FEET; THENCE NORTH 20 DEGREES 18' WEST, 227.50
FEET TO THE POINT OF BEGINNING.

JOINT PLANT NO.   002-020-201-14A

PARCEL 3:
- ---------

BEGINNING AT A POINT ON THE SOUTHERLY LINE OF SOUTHGATE AVENUE, AS SHOWN ON THE
MAP ENTITLED, "WESTLAKE SUBDIVISION NO. 3, DALY CITY, CALIFORNIA", FILED IN THE
OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON APRIL
7, 1950, IN BOOK 31 OF MAPS AT PAGES 17, 18 AND 19; SAID POINT BEING AT THE
INTERSECTION OF SAID SOUTHERLY LINE OF SOUTHGATE AVENUE AND THE SOUTHERLY
PROLONGATION OF THE WESTERLY LINE OF LAKE MERCED BOULEVARD, FORMERLY LYNNEWOOD
DRIVE, SAID WESTERLY LINE HAVING A BEARING OF SOUTH 20 DEGREES 18' EAST, AS
SHOWN ON SAID MAP; THENCE ALONG SAID SOUTHERLY LINE SOUTH 69 DEGREES 42' WEST,.
130 FEET; THENCE SOUTH 20 DEGREES 18' EAST, 105 FEET; THENCE SOUTH 65 DEGREES
18' EAST, 28.28 FEET; THENCE NORTH 69 DEGREES 42' EAST, 110 FEET; THENCE
EASTERLY AND NORTHERLY ALONG THE ARC OF A CURVE TO THE LEFT FROM A TANGENT
BEARING NORTH 69 DEGREES 42' EAST, SAID CURVE HAVING A RADIUS OF 23 FEET AND A
CENTRAL ANGLE OF 90 DEGREES 00', A DISTANCE OF 36.13 FEET; THENCE NORTH 20
DEGREES 18' WEST, 102.00 FEET TO THE SAID SOUTHEASTERLY LINE OF SOUTHGATE
AVENUE; THENCE ALONG SAID LINE OF SOUTHGATE AVENUE, SOUTH 69 DEGREES 42' WEST,
23.00 FEET TO THE POINT OF BEGINNING.

JOINT PLANT NO.   002-020-201-55A

PARCEL 4:
- ---------

BEGINNING AT A POINT ON THE SOUTHERLY LINE OF SOUTHGATE AVENUE, AS SAID
SOUTHGATE AVENUE, IS SHOWN ON THE MAP ENTITLED, "WESTLAKE SUBDIVISION NO. 3,
DALY CITY, CALIFORNIA", WHICH MAP WAS FILED IN THE



                                 Schedule 1 - 2





OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON APRIL
7, 1950, IN BOOK 31 OF MAPS AT PAGES 17, 18 AND 19, SAID POINT BEING DISTANT ON
SAID SOUTHERLY LINE, SOUTH 69 DEGREES 42' WEST, 130.00 FEET FROM THE
INTERSECTION OF THE SOUTHERLY PROJECTION OF THE WESTERLY LINE OF LAKE MERCED
BOULEVARD, FORMERLY LYNNEWOOD DRIVE AND THE SOUTHERLY LINE OF SAID SOUTHGATE
AVENUE, ALL AS SHOWN ON THE AFOREMENTIONED MAP; THENCE FROM SAID POINT OF
BEGINNING, CONTINUING ALONG SAID SOUTHERLY LINE OF SOUTHGATE AVENUE, AS FOLLOWS:

SOUTH 69 DEGREES 42' WEST, 186.00 FEET, NORTH 20 DEGREES 18' WEST, 5.00 FEET,
NORTHWESTERLY ON THE ARC OF A CURVE TO THE RIGHT FROM A TANGENT WHICH BEARS
SOUTH 69 DEGREES 42' WEST, SAID CURVE HAVING A RADIUS OF 239.80 FEET, A CENTRAL
ANGLE OF 29 DEGREES 54' 59", AN ARC DISTANCE OF 125.21 FEET TO A POINT ON
REVERSE CURVATURE AND WESTERLY ON THE ARC OF A CURVE TO THE LEFT, SAID CURVE
HAVING A RADIUS OF 1,500.00 FEET, A CENTRAL ANGLE OF 3 DEGREES 58' lo", AN ARC
DISTANCE OF 103.92 FEET; THENCE SOUTH 5 DEGREES 38' 49" WEST, 93.73 FEET; THENCE
NORTH 89 DEGREES 46' WEST, 39.97 FEET; THENCE SOUTHEASTERLY ON THE ARC OF A
CURVE TO THE RIGHT FROM A TANGENT, WHICH BEARS SOUTH 76 DEGREES 36' 06" EAST,
SAID CURVE HAVING A RADIUS OF 224 FEET AND A CENTRAL ANGLE OF 1 DEGREE 07' 06",
A DISTANCE OF 4.37 FEET; THENCE SOUTH 75 DEGREES 29' EAST, 94.34 FEET; THENCE
SOUTHEASTERLY TANGENT TO THE LAST SAID COURSE ON THE ARC OF A CURVE TO THE RIGHT
WITH A RADIUS OF 124.00 FEET, SUBTENDING A CENTRAL ANGLE OF 18 DEGREES 26', AN
ARC DISTANCE OF 39.89 FEET; THENCE SOUTH 57 DEGREES 03' EAST, 59.03 FEET; THENCE
NORTH 69 DEGREES 42' EAST, 341.76 FEET; THENCE NORTH 65 DEGREES 18' WEST, 15.38
FEET AND NORTH 20 DEGREES 18' WEST, 105.00 FEET TO THE POINT OF BEGINNING.

JOINT PLANT NOS.  002-019-191-33A
                  002-020-201-56A

PARCEL 5:
- ---------

BEGINNING AT A POINT, DISTANT SOUTH 20 DEGREES 18' EAST, 161.00 FEET AND
SOUTHERLY TANGENT TO THE LAST SAID COURSE, ON THE ARC OF A CURVE TO THE RIGHT
WITH A RADIUS OF 437.00 FEET, SUBTENDING A CENTRAL ANGLE OF 4 DEGREES 15' 54",
AN ARC DISTANCE OF 32.53 FEET FROM THE SOUTHEAST CORNER OF LOT 13, IN BLOCK 22,
AS SAID LOT AND BLOCK, ARE SHOWN ON THAT CERTAIN MAP ENTITLED, "WESTLAKE
SUBDIVISION NO. 3, DALY CITY, CALIFORNIA", WHICH MAP WAS FILED IN THE OFFICE OF
THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON APRIL 7, 1950,
IN BOOK 31 OF MAPS AT PAGES 17, 18 AND 19; THENCE FROM SAID POINT OF BEGINNING,
SOUTH 69 DEGREES 42' WEST, 331.22 FEET TO A POINT IN THE NORTHEASTERLY LINE OF
SAN FRANCISCO WATER DEPARTMENT




                                 Schedule 1 - 3




PIPELINE EASEMENT, 50.00 FEET WIDE; THENCE ALONG SAID LINE SOUTH 33 DEGREES 26'
30" EAST, 9.50 FEET; THENCE LEAVING SAID LINE SOUTH 9 DEGREES 19' 20" WEST,
131.42 FEET; THENCE SOUTH 69 DEGREES 42' WEST, 430.38 FEET; THENCE NORTH 1
DEGREE 44' EAST, 10.53 FEET; THENCE TANGENT TO THE LAST SAID COURSE, NORTHERLY
ON THE ARC OF A CURVE TO THE LEFT WITH A RADIUS OF 283.00 FEET, SUBTENDING A
CENTRAL ANGLE OF 15 DEGREES 33' 18", AN ARC DISTANCE OF 76.83 FEET TO A POINT,
DISTANT SOUTH 69 DEGREES 42' WEST, 18.81 FEET AND SOUTH 20 DEGREES 18' EAST,
193.00 FEET FROM THE MONUMENT AT THE INTERSECTION ON THE CENTERLINES OF
SOUTHGATE AVENUE AND LAKE MERCED BOULEVARD (FORMERLY LYNNEWOOD DRIVE), AS SHOWN
ON THE AFORESAID MAP OF WESTLAKE SUBDIVISION NO. 3; THENCE SOUTH 69 DEGREES 42'
WEST, 136.62 FEET; THENCE NORTH 50 DEGREES 18' WEST, 14.00 FEET; THENCE SOUTH 69
DEGREES 42' WEST, 305.84 FEET; THENCE SOUTH 32 DEGREES 57' WEST, 35.19 FEET;
THENCE NORTH 57 DEGREES 03' WEST, 98.58 FEET; THENCE NORTHWESTERLY TANGENT TO
THE LAST SAID COURSE ON THE ARC OF A CURVE TO THE LEFT WITH A RADIUS OF 100.00
FEET, SUBTENDING A CENTRAL ANGLE OF 18 DEGREES 26', AN ARC DISTANCE OF 32.17
FEET; THENCE NORTH 75 DEGREES 29' WEST, 94.34 FEET; THENCE WESTERLY TANGENT TO
THE LAST SAID COURSE, ON THE ARC OF A CURVE TO THE LEFT WITH A RADIUS OF 200.00
FEET, SUBTENDING A CENTRAL ANGLE OF 11 DEGREES 42', AN ARC DISTANCE OF 40.84
FEET; THENCE NORTH 87 DEGREES 11' WEST, 85.30 FEET TO A POINT IN THE SOUTHERLY
PROLONGATION OF THE WESTERLY LINE OF THE DALY CITY PUBLIC LIBRARY SITE, AS
DESCRIBED IN THE DEED FROM HENRY DOELGER BUILDER, INCORPORATED, TO CITY OF DALY
CITY, A MUNICIPAL CORPORATION, DATED APRIL 8, 1957, AND RECORDED SEPTEMBER 3,
1959, IN BOOK 3667, PAGE 97 (84159-R), DISTANT THEREON SOUTH 0 DEGREES 14' WEST,
14.47 FEET FROM THE SOUTHWEST CORNER THEREOF; THENCE ALONG SAID LINE NORTH 0
DEGREES 14' EAST, 14.47 FEET TO SAID SOUTHWEST CORNER OF THE DALY CITY PUBLIC
LIBRARY SITE; THENCE ALONG THE SOUTHERLY LINE OF SAID LIBRARY SITE, SOUTH 89
DEGREES 46' EAST, 127.22 FEET; THENCE LEAVING SAID LINE EASTERLY FROM A TANGENT
BEARING SOUTH 76 DEGREES 36' 06" EAST, ON THE ARC OF A CURVE TO THE RIGHT WITH A
RADIUS OF 224.00 FEET, SUBTENDING A CENTRAL ANGLE OF 1 DEGREE 07' 06", AN ARC
DISTANCE OF 4.37 FEET; THENCE SOUTH 75 DEGREES 29' EAST 94.34 FEET; THENCE
SOUTHEASTERLY TANGENT TO THE LAST SAID COURSE ON THE ARC OF A CURVE TO THE RIGHT
WITH A RADIUS OF 124.00 FEET, SUBTENDING A CENTRAL ANGLE OF 18 DEGREES 26', AN
ARC DISTANCE OF 39.89 FEET; THENCE SOUTH 57 DEGREES 03' EAST, 59.03 FEET; THENCE
NORTH 69 DEGREES 42' EAST, 341.76 FEET; THENCE SOUTH 65 DEGREES 18' EAST, 12.90
FEET; THENCE NORTH 69 DEGREES 42' EAST, 110.00 FEET; THENCE NORTHERLY TANGENT TO
THE LAST SAID COURSE, ON THE ARC OF A CURVE TO THE LEFT WITH A RADIUS OF 23.00
FEET, SUBTENDING A CENTRAL ANGLE OF 90 DEGREES 001, AN ARC DISTANCE OF 36.13
FEET TO A POINT DISTANT, SOUTH 69 DEGREES 42' WEST, 17.00 FEET AND SOUTH 20
DEGREES 18' EAST, 142.00 FEET FROM AFORESAID MONUMENT, AT THE INTERSECTION OF
THE CENTERLINES




                                 Schedule 1 - 4






OF SOUTHGATE AVENUE AND LAKE MERCED BOULEVARD (FORMERLY LYNNEWOOD DRIVE); THENCE
NORTH 20 DEGREES 18' WEST, 102.00 FEET TO A POINT IN THE SOUTHEASTERLY LINE OF
SOUTHGATE AVENUE; THENCE ALONG SAID SOUTHEASTERLY LINE OF SOUTHGATE AVENUE,
NORTH 69 DEGREES 42' EAST, 37.50 FEET; THENCE LEAVING SAID LINE, SOUTH 20
DEGREES 18' EAST, 227.50 FEET; THENCE NORTH 69 DEGREES 42' EAST, 329.85 FEET;
THENCE NORTH 1 DEGREE 40' 50" WEST, 89.74 FEET; THENCE NORTH 20 DEGREES 18'
WEST, 153.96 FEET TO A POINT IN THE LINE PARALLEL WITH THE CENTERLINE OF
SOUTHGATE AVENUE AND RIGHT ANGLES, DISTANT SOUTHEASTERLY 28.50 FEET THEREFROM;
THENCE ALONG SAID PARALLEL LINE, NORTH 69 DEGREES 42' EAST, 62.00 FEET TO A
POINT IN THE NORTHEASTERLY LINE OF AFORESAID SAN FRANCISCO WATER DEPARTMENT
PIPELINE EASEMENT; THENCE ALONG SAID LINE SOUTH 20 DEGREES 18' EAST, 79.78 FEET
TO AN ANGLE POINT THEREIN AND SOUTH 33 DEGREES 26' 30" EAST, 31.03 FEET; THENCE
LEAVING SAID LINE NORTH 69 DEGREES 42' EAST, 335.58 FEET TO A POINT IN THE
SOUTHEASTERLY EXTENSION OF THE SOUTHWESTERLY LINE OF PARK PLAZA DRIVE; THENCE
SOUTHERLY ALONG LAST SAID LINE FROM A TANGENT, BEARING SOUTH 18 DEGREES 00' 18"
EAST, ON THE ARC OF A CURVE TO THE RIGHT WITH A RADIUS OF 437.00 FEET,
SUBTENDING A CENTRAL ANGLE OF 1 DEGREE 58' 12", AN ARC DISTANCE OF 15.03 FEET TO
THE POINT OF BEGINNING.

JOINT PLANT NOS.  002-019-191-34A
                  002-020-201-57A

PARCEL 6:
- ---------

NON-EXCLUSIVE EASEMENT FOR THE INSTALLATION AND MAINTENANCE OF UTILITIES AND
DRAINAGE FACILITIES AND FOR DRIVEWAY PURPOSES OVER, ACROSS AND UPON THE
FOLLOWING DESCRIBED REAL PROPERTY BEING APPURTENANT TO THE ABOVE PARCELS 1, 2, 3
AND 4.

BEGINNING AT A POINT DISTANT SOUTH 20 DEGREES 18' EAST, 161.00 FEET AND TANGENT
TO THE LAST SAID COURSE SOUTHERLY ON THE ARC OF A CURVE TO THE RIGHT WITH A
RADIUS OF 437.00 FEET; SUBTENDING A CENTRAL ANGLE OF 4 DEGREES 15' 54", AN ARC
DISTANCE OF 32.53 FEET FROM THE SOUTHEAST CORNER OF LOT 13 IN BLOCK 22, AS SAID
LOT AND BLOCK ARE SHOWN ON THAT CERTAIN MAP ENTITLED, "WESTLAKE SUBDIVISION NO.
3, DALY CITY, CALIFORNIA", FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF
SAN MATEO, STATE OF CALIFORNIA, ON APRIL 7, 1950, IN BOOK 31 OF MAPS AT PAGES
17, 18 AND 19; THENCE FROM SAID POINT OF BEGINNING, SOUTH L69 DEGREES 42' WEST,
331.22 FEET TO A POINT IN THE NORTHEASTERLY LINE OF THE SAN FRANCISCO WATER
DEPARTMENT PIPELINE EASEMENT, 50.00 FEET WIDE; THENCE ALONG SAID LINE SOUTH 33
DEGREES 26' 30" EAST, 9.50 FEET; THENCE LEAVING SAID LINE SOUTH 9 DEGREES 19'
20" WEST, 6.61 FEET; THENCE NORTH 69 DEGREES 42' EAST, 330.95 FEET; THENCE
NORTHERLY FROM A TANGENT BEARING NORTH 14 DEGREES 03' 36" WEST, ON THE ARC OF A
CURVE TO THE LEFT WITH A RADIUS OF 437.00 FEET, SUBTENDING A CENTRAL ANGLE OF 1
DEGREE 58' 30", AN ARC DISTANCE OF 15.06 FEET TO THE POINT OF BEGINNING.




                                 Schedule 1 - 5







PARCEL 7:
- ---------

NON-EXCLUSIVE EASEMENT FOR THE INSTALLATION AND MAINTENANCE OF UTILITIES AND
DRAINAGE FACILITIES AND FOR DRIVEWAY PURPOSES OVER, ACROSS AND UPON THE
FOLLOWING DESCRIBED REAL PROPERTY BEING APPURTENANT TO THE ABOVE PARCELS 1, 2, 3
AND 4.

BEGINNING FOR REFERENCE AT THE MONUMENT AT THE INTERSECTION OF THE CENTERLINES
0~ SOUTHGATE AVENUE AND LAKE MERCED BOULEVARD (FORMERLY LYNNEWOOD DRIVE), AS
SHOWN ON AFORESAID MAP OF WESTLAKE SUBDIVISION NO. 3; THENCE ALONG THE
CENTERLINE OF SOUTHGATE AVENUE, SOUTH 69 DEGREES 42' WEST, 17.00 FEET; THENCE
LEAVING SAID CENTERLINE AT A RIGHT ANGLE, SOUTH 20 DEGREES 18' EAST, 161.07
FEET; THENCE SOUTHERLY TANGENT TO THE LAST SAID COURSE, ON THE ARC OF A CURVE TO
THE RIGHT WITH A RADIUS OF 283.00 FEET; SUBTENDING A CENTRAL ANGLE OF 22 DEGREES
02', AN ARC DISTANCE OF 108.83 FEET; THENCE SOUTH 1 DEGREE 44' WEST, 10.53 FEET
TO THE TRUE POINT OF BEGINNING, SOUTH 1 DEGREE 44' WEST, 11.33 FEET; THENCE
NORTH 69 DEGREES 42' EAST, 428.66 FEET; THENCE NORTH 9 DEGREES 19' 20" EAST,
12.08 FEET; THENCE SOUTH 69 DEGREES 42' WEST, 430.38 FEET TO THE TRUE POINT OF
BEGINNING.

PARCEL 8:
- ---------

ALL OF BLOCK 22, AS DESIGNATED ON THE MAP ENTITLED, "WESTLAKE SUBDIVISION NO. 3,
DALY CITY, CALIFORNIA", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE
COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON APRIL 7, 1950, IN BOOK 31 OF MAPS
AT PAGES 17, 18 AND 19.

PARCEL 9:
- ---------

THAT CERTAIN PORTION OF SOUTH MAYFAIR AVENUE ADJOINING BLOCK 22, AS SHOWN ON
THAT CERTAIN MAP ENTITLED, "WESTLAKE SUBDIVISION NO. 3, DALY CITY, CALIFORNIA",
FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF
CALIFORNIA, ON APRIL 7, 1950, IN BOOK 31 OF MAPS, AT PAGE 19, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEASTERLY CORNER OF SAID BLOCK 22, SAID CORNER BEING THE
SOUTHWESTERLY CORNER OF THE INTERSECTION OF PARK PLAZA DRIVE AND SOUTH MAYFAIR
AVENUE; THENCE WESTERLY SOUTH 69O 42' WEST, 10 FEET ALONG THE NORTHERLY LINE OF
BLOCK 22 TO THE TRUE POINT OF BEGINNING; THENCE WESTERLY ALONG SAID NORTHERLY
LINE, SOUTH 69O 42' WEST, 714 FEET TO A POINT 20 FEET FROM THE NORTHWEST CORNER
OF SAID BLOCK 22, SAID CORNER BEING THE SOUTHEASTERLY CORNER OF THE INTERSECTION
OF LAKE MERCED BOULEVARD AND SOUTH MAYFAIR AVENUE; THENCE NORTH 20'= 18' WEST,
75 FEET TO THE NORTHERLY RIGHT OF WAY LINE OF SOUTH MAYFAIR AVENUE; THENCE NORTH
69O 42' EAST, 714 FEET ALONG SAID NORTHERLY LINE; THENCE SOUTH 20(degree) 18'
EAST, 75 FEET TO THE TRUE POINT OF BEGINNING.




                                 Schedule 1 - 6




ASSESSOR'S PARCEL NO. 002-170-190


JOINT PLANT NOS.  002-017-170-02A
                           002-017-170-03A
                           002-017-170-04A
                           002-017-170-05A
                           002-017-170-07A
                           002-017-170-08A
                           002-017-170-09A
                           002-017-170-10A
                           002-017-170-11A
                           002-017-170-12A
                           002-017-170-13A
                           002-017-170-14A
                           002-017-170-16A
                           002-017-170-17A
                           002-017-170-18A
                           002-017-170-19A

ASSESSOR'S PARCEL NOS.                  002-170-020
                                        002-170-030
                                        002-170-040
                                        002-170-050
                                        002-170-070
                                        002-170-080
                                        002-170-090
                                        002-170-100
                                        002-170-110
                                        002-170-120
                                        002-170-130
                                        002-170-140
                                        002-170-160
                                        002-170-170
                                        002-170-180

ASSESSOR'S PARCEL NOS.                  002-191-330
                                        002-191-340
                                        002-201-140
                                        002-201-520
                                        002-201-530
                                        002-201-540
                                        002-201-550
                                        002-201-560
                                        002-201-570
                                        002-170-190



                                 Schedule 1 - 7

EX-4.(B)

                                                                    EXHIBIT 4(b)


                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
October 22, 2002, by and between KIMCO REALTY CORPORATION, a Maryland
corporation ("Kimco"), and WESTLAKE DEVELOPMENT COMPANY, INC., a California
corporation ("Westlake").

         A. Westlake is a party to that certain Contribution Agreement dated as
of August 14, 2002 (as amended, the "Contribution Agreement"), and is a Limited
Partner under that certain Agreement of Limited Partnership of Kimco Westlake
L.P. of even date herewith (the "Partnership Agreement").

         B. Kimco and Westlake desire to enter into this Agreement in order to
set forth the registration obligations of Kimco with respect to those certain
shares of Kimco common stock, par value $0.01 per share (the "REIT Shares"), to
be issued to Westlake and any other Qualifying Party (as defined in the
Partnership Agreement) (each, a "Holder") in connection with an Exchange (as
defined in the Partnership Agreement) under the Partnership Agreement (the REIT
Shares to be issued to the Holders, the "Registrable Shares").

         NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the parties hereto hereby agree as follows:

         1. Mandatory Registration.

         (a) Primary Registration Statement. Within twelve (12) months after the
Closing Date (as defined in the Contribution Agreement), Kimco shall file with
the U.S. Securities and Exchange Commission (the "SEC) a registration statement
(a "Primary Registration Statement") under Rule 415 of the Securities Act of
1933, as amended or any successor (the "Securities Act"), covering the issuance
of the Registrable Shares to the Holders in exchange for Limited Partnership
Interests, pursuant to Article 8 of the Partnership Agreement.

         (b) Resale Registration Statement. In the event that Kimco is unable to
effect the registration of the Registrable Shares under a Primary Registration
Statement, Kimco may elect to file with the SEC a registration statement (a
"Resale Registration Statement") under Rule 415 of the Securities Act covering
the resale by the Holders of the Registrable Shares received in exchange for
Limited Partnership Interests, pursuant to Article 8 of the Partnership
Agreement.

         (c) Effectiveness. Kimco shall use its commercially reasonable efforts
to cause any Primary Registration Statement or Resale Registration Statement
(each, a "Registration Statement") (i) to be declared effective by the SEC as
soon as practicable after the filing thereof, and (ii) to remain continuously
effective (subject to the limitations contained herein) until the earlier of (A)
the tenth (10th) anniversary of the Closing Date; and (B) such time as all the
Registrable Shares covered by a Primary Registration Statement have been
distributed to the Holders or such time as all the Registrable Shares covered by
a Resale Registration Statement have been transferred by all the Holders in
transactions that constitute sales under the Securities Act. Thereafter, Kimco
will be entitled to withdraw and terminate the Registration Statement.

                                       1


         2. Obligations of Kimco.

         (a) Compliance with Securities Laws. Kimco shall take such action as
may be necessary so that (i) any Registration Statement, the related prospectus
thereto, each amendment and supplement thereto, and each report or other
document incorporated therein by reference complies in all material respects
with the Securities Act, the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the respective rules and regulations thereunder; (ii) any
Registration Statement and the related prospectus thereto do not, when they
become effective, contain an untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein not misleading in
light of the circumstances then existing; and (iii) any Registration Statement
complies with the provisions of the Securities Act with respect to the
disposition of all the Registrable Shares covered by such Registration
Statement.

         (b) Amendments and Supplements. Kimco shall (i) prepare and file with
the SEC such amendments and supplements to any Registration Statement and the
related prospectus as may be necessary to comply with the provisions of the
Securities Act with respect to the offer and sale of Registrable Shares; and
(ii) respond as promptly as practicable to any comments received from the SEC
with respect to any Registration Statement or any amendment thereto.

         (c) Documents to be Furnished. Kimco shall furnish to each Holder such
number of copies of the related prospectus, including the preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents as such Holder may reasonably request in order to facilitate the
disposition of the Registrable Shares.

         (d) Blue Sky. Kimco shall use its commercially reasonable efforts to
register and qualify the Registrable Shares covered by any Registration
Statement under such other securities or "Blue Sky" laws of such jurisdictions
in the United States (i) as may be necessary to effect the issuance by Kimco of
Registrable Shares to the Holders in accordance with a Primary Registration
Statement or (ii) as may reasonably be requested by any selling Holder in order
to effect the resale by such selling Holder of Registrable Shares in accordance
with a Resale Registration Statement; provided, that Kimco will not be required
in connection therewith or as a condition thereto to qualify to do business,
subject itself to taxation or execute a general consent to service of process in
any such states or jurisdictions where it has not already done so.

         (e) Exchange Listing. Kimco shall use its commercially reasonable
efforts to cause all the Registrable Shares to be supplementally listed (subject
to official notice of issuance) on the New York Stock Exchange or any other
securities exchange on which similar securities of Kimco are then listed.

         (f) Stop Orders. Kimco shall use its commercially reasonable efforts to
obtain the withdrawal of any SEC order suspending the effectiveness of any
Resale Registration Statement.

         (g) Notices. Kimco shall promptly notify each selling Holder of
Registrable Shares of (i) any notification received by Kimco with respect to the
issuance by the SEC of any stop order suspending the effectiveness of any Resale
Registration Statement or the initiation of any proceedings for that purpose,
and (ii) any determination by Kimco to delay the filing, or suspend the
effectiveness, of the Registration Statement pursuant to Section 4(a).

                                       2


         3. Obligations of Holders.

         (a) General Obligations. It is a condition precedent to Kimco's
obligations under this Agreement that each Holder must have (i) agreed in
writing to be bound by all the terms and conditions of this Agreement; (ii)
promptly furnished to Kimco, in writing, such Holder's name and address; and
(iii) promptly furnished to Kimco, in writing, such other information relating
to such Holder as may be reasonably requested by Kimco or as required by
applicable securities laws to complete any Registration Statement and to effect
the registration of the Registrable Shares.

         (b) Resale Registration Statement Obligations. Upon the receipt of any
notice from Kimco pursuant to Section 2(g), each selling Holder shall
immediately cease all offers and sales of Registrable Shares under any Resale
Registration Statement until such time that Kimco gives the selling Holder
written authorization to resume offers and sales under such Resale Registration
Statement. If the prospectus included in any Resale Registration Statement has
been amended to comply with the requirements of the Securities Act, no selling
Holder may make any offers or sales of Registrable Shares under such Resale
Registration Statement other than by means of such amended prospectus.

         4. Delay or Suspension of Registration Statement.

                  (a) Delay or Suspension. Kimco may either (1) delay the filing
or effectiveness of any Registration Statement or (2) suspend any Registration
Statement after effectiveness, in the event that:

                           (i) Kimco determines that information required to be
included in such Registration Statement is not yet available;

                           (ii) Kimco intends to file a registration statement
(other than a registration statement on Form S-8 or its successor form);

                           (iii) there is an occurrence which causes the
prospectus included in the Registration Statement, as then in effect, to contain
any untrue statement of a material fact or to omit to state any material fact
necessary to make the statements therein not misleading in light of the
circumstances then existing; or

                           (iv) Kimco is engaged in any activity, transaction or
any preparations or negotiations for any activity or transaction that Kimco has
a bona fide business purpose to keep confidential and Kimco determines that the
public disclosure requirements imposed on Kimco under the Securities Act in
connection with such Registration Statement would require the disclosure of such
activity, transaction, preparations or negotiations;

provided, however, that Kimco (x) will promptly notify the Holders of
Registrable Shares of the foregoing determination to delay or suspend such
Registration Statement (but without necessarily specifying the basis for such
determination) and (y) may not delay or suspend such Registration Statement for
such reason more than twice in any twelve (12) month period or for more than
sixty (60) days at any time.

                                       3


                  (b) Reinstatement. If Kimco delays or suspends a Registration
Statement pursuant to Section 4(a), Kimco shall, as promptly as practicable
following the termination of the circumstance entitling Kimco to do so (but in
no event more than sixty (60) days thereafter), take such actions as may be
necessary to file or reinstate the effectiveness of such Registration Statement.
If, as a result thereof, the prospectus included in such Registration Statement
has been amended to comply with the requirements of the Securities Act, Kimco
shall deliver to each Holder such amended prospectus.

         5. Expenses of Registration. In connection with any Registration
Statement required to be filed hereunder, Kimco shall pay any and all expenses
incurred in connection with any registration, including: (i) all registration
and filing fees, (ii) fees and expenses of compliance with federal securities
and state "Blue Sky" laws, (iii) printing expenses, (iv) internal Kimco expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), (v) the fees and expenses
incurred in connection with the listing of the Registrable Shares on the New
York Stock Exchange or any securities exchange on which similar securities
issued by Kimco are then listed, (vi) fees and disbursements of counsel for
Kimco and the independent public accountants of Kimco, and (vii) the fees and
expenses of any experts retained by Kimco in connection with such registration.

         6. Indemnification.

         (a) Indemnification by Kimco. To the extent permitted by law and solely
with respect to a Resale Registration Statement, Kimco shall indemnify and hold
harmless each selling Holder under a Resale Registration Statement, its
officers, directors, agents and representatives and each person, if any, who
"controls" a selling Holder within the meaning of the Securities Act (each, a
"Holder Indemnitee"), against any and all losses, claims, damages, or
liabilities (joint or several) to which any of the foregoing persons may become
subject under the Securities Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following statements
or omissions (each, a "Violation"): (i) any untrue statement or alleged untrue
statement of a material fact contained in the Resale Registration Statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto; or (ii) any omission or alleged omission
to state therein a material fact required to be stated therein, or necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading. Kimco shall pay to each Holder Indemnitee, as incurred,
any legal or other expenses reasonably incurred by it in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this Section 6(a)
will not apply to (w) amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the prior
written consent of Kimco; (x) any Violation to the extent such Violation occurs
in reliance upon and in conformity with written information furnished to Kimco
by such Holder Indemnitee expressly for inclusion in the Resale Registration
Statement; (y) any Violation to the extent such Violation occurs as a result of
such Holder Indemnitee's failure to send or give a copy of the final prospectus
furnished to it by Kimco at or prior to the time such action is required by the
Securities Act; and (z) any Violation to the extent such Violation is contained
in a prospectus included in a Resale Registration Statement which was corrected
in a supplement or amendment thereto if such claim is brought by a purchaser of
Registrable Shares from the Holder Indemnitee and the Holder Indemnitee failed
to deliver to such purchaser such supplement or amendment in a timely manner
after having received it from Kimco.

                                       4


         (b) Indemnification by Holders. To the extent permitted by law and
solely with respect to a Resale Registration Statement, each selling Holder
thereunder shall, severally and not jointly, indemnify Kimco, each of its
officers, directors, agents and representatives and each person, if any, who
"controls" Kimco within the meaning of the Securities Act (each, a "Kimco
Indemnitee"), against any and all losses, claims, damages, or liabilities (joint
or several) to which any of the foregoing persons may become subject, under the
Securities Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereto) arise
out of or are based upon any Violation, in each case to the extent that (i) such
Violation occurs in reliance upon and in conformity with written information
furnished to Kimco by such selling Holder expressly for inclusion in the Resale
Registration Statement; (ii) such Violation occurs as a result of such selling
Holder's failure to send or give a copy of the final prospectus furnished to it
by Kimco at or prior to the time such action is required by the Securities Act;
or (iii) such Violation is contained in a prospectus included in a Resale
Registration Statement which was corrected in a supplement or amendment thereto
if such claim is brought by a purchaser of Registrable Shares from the selling
Holder and the selling Holder failed to deliver to such purchaser such
supplement or amendment in a timely manner after having received it from Kimco.
Each Holder shall pay to each Kimco Indemnitee, as incurred, any legal or other
expenses reasonably incurred by such Kimco Indemnitee in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this Section 6(b)
will not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the prior written
consent of the Holder.

         (c) Indemnification Procedures.

                  (i) Each indemnified party shall give reasonably prompt notice
to each indemnifying party of any action or proceeding commenced against it in
respect of which indemnity may be sought under this Section 6, but the failure
to so notify the indemnifying party (A) shall not relieve it from any liability
which it may have under the indemnity agreement contained in this Section 6,
unless and to the extent it did not otherwise learn of such action and the lack
of notice by the indemnified party results in the forfeiture by the indemnifying
party of substantial rights and defenses, and (B) shall not, in any event,
relieve the indemnifying party from any obligations to the indemnified party
other than its indemnification obligation under the indemnity agreement provided
under Sections 6(a) and 6(b).

                  (ii) If the indemnifying party so elects, within a reasonable
time after receipt of notice, the indemnifying party may assume the defense of
the action or proceeding at the indemnifying party's own expense with counsel
chosen by the indemnifying party and approved by the indemnified party, which
approval shall not be unreasonably withheld; provided, however, that if the
defendants in any such action or proceeding include both the indemnified party
and the indemnifying party and the indemnified party reasonably determines,
based upon advice of legal counsel experienced in such matters, that there may
be legal defenses available to it which are different from or in addition to
those available to the indemnifying party, then the indemnified party shall be
entitled to separate counsel at the indemnifying party's expense, which counsel
shall be chosen by the indemnified party and approved by the indemnifying party,
which approval shall not be unreasonably withheld; provided further, that it is
understood that the indemnifying party shall not be liable for the fees, charges
and disbursements of more than one separate firm. If the indemnifying party does
not assume the defense, after having received the notice referenced in Section
6(c)(i), the indemnifying party shall pay the reasonable fees and expenses of
counsel for the indemnified party; in that event, the indemnifying party will
not be liable for any amounts paid in any settlement if such settlement is
effected without the prior written consent of the indemnifying party. If an
indemnifying party assumes the defense of an action or proceeding in accordance
with this Section 6(c), the indemnifying party will not be liable for any fees
and expenses of counsel for the indemnified party incurred thereafter in
connection with that action or proceeding, except as set forth in the proviso in
the first sentence of this Section 6(c)(ii).

                                       5


                           (iii) Unless and until a final judgment is rendered
that an indemnified party is not
entitled to the costs of defense under the provisions of this Section 6, the
indemnifying party shall reimburse, promptly as they are incurred, the
indemnified party's costs of defense.

         (d) Contribution.

         (i) If the indemnification provided for in this Section 6 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage, or expense referred to herein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage, or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party, on the one hand, and of the indemnified party, on the other hand, in
connection with the Violation that resulted in such loss, liability, claim,
damage, or expense as well as any other relevant equitable considerations;
provided, however, that the contribution agreement contained in this Section
6(d) will not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the prior
written consent of the indemnifying party, which consent shall not be
unreasonably withheld. The relative fault of the indemnifying party and of the
indemnified party will be determined by reference to, among other things,
whether the Violation relates to information supplied by the indemnifying party
or by the indemnified party and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such Violation.

         (ii) Kimco and the Holders acknowledge that it would not be just and
equitable if contribution pursuant to this Section 6(d) were determined by any
method of allocation that does not take account of the equitable considerations
referred to above in Section 6(d)(i). The amount paid or payable by an
indemnifying party as a result of the losses, claims, damages or liabilities
referred to in Sections 6(a) and 6(b) shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
the indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 6(d), no selling
Holder shall be required to contribute any amount in excess of the amount by
which the total price at which the Registrable Shares of such Holder were sold
pursuant to the Resale Registration Statement exceeds the amount of any damages
which such selling Holder has otherwise been required to pay by reason of such
Violation. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

                                       6


         7. Miscellaneous.

                  (a) Amendment, Modification and Supplementation. This
Agreement may be amended, modified or supplemented only by written agreement of
both Kimco, on the one hand, and any Holder, on the other hand, and such
amendment, modification or supplement shall be binding only on the Holder
signing it. Upon becoming a Holder, a person shall become a party to this
Agreement by executing a counterpart of this Agreement and delivering a copy of
such counterpart to Kimco.

                  (b) Waiver of Compliance; Consents. Any failure of Kimco or
any Holder to comply with any obligation, covenant, agreement, or condition
herein may be waived by the other party only by a written instrument signed by
an officer of the party granting such waiver, but such waiver or failure to
insist upon strict compliance with such obligation, covenant, agreement, or
condition shall not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure. Whenever this Agreement requires or permits consent
by or on behalf of any party hereto, such consent shall be given in writing.

                  (c) Notices. All notices and other communications hereunder
must be in writing and will be deemed given when delivered personally by
commercial courier service, reputable overnight delivery service or by facsimile
to the parties at the following addresses (or at such other address for a party
as may be specified by like notice):


            If to Westlake, to:       Westlake Development Company, Inc.
                                      520 El Camino Real, 9th Floor
                                      San Mateo, California  94402
                                      Attention:        Gary Wong
                                      Tel. No.:         (650) 579-1010 Ext. 159
                                      Facsimile:        (650) 745-1249
                                      Email:            gary@westlakegroup.net

            with a copy to:           O'Melveny & Myers LLP
                                      275 Battery Street, Suite 2600
                                      San Francisco, California  94111-3305
                                      Attention:        Stephen A. Cowan, Esq.
                                      Tel. No.:         (415) 984-8700
                                      Facsimile:        (415) 984-8701
                                      Email:            scowan@omm.com

                                       7


            If to any other           Such address as such Holder designates
            Holder, to:               to Kimco in writing

            with a copy to:           O'Melveny & Myers LLP
                                      275 Battery Street, Suite 2600
                                      San Francisco, California  94111-3305
                                      Attention:        Stephen A. Cowan, Esq.
                                      Tel. No.:         (415) 984-8700
                                      Facsimile:        (415) 984-8701
                                      Email:            scowan@omm.com

            If to Kimco, to:  Kimco Realty Corporation
                                      3333 New Hyde Park Road, P.O. Box 5020
                                      New Hyde Park, New York  11042-0020
                                      Attention:
                                      Facsimile:

            with copies to:           Gibson, Dunn & Crutcher LLP
                                      4 Park Plaza
                                      Irvine, California  92614
                                      Attention:        Teresa J. Farrell, Esq.
                                      Facsimile:        (949) 451-3895

                                      Latham & Watkins
                                      885 Third Avenue
                                      New York, New York  10022-4802
                                      Attention:        Raymond Y. Lin, Esq.
                                      Facsimile:        (212) 751-4864

                  (d) Assignment. This Agreement and all of the provisions
hereof will be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns, but neither this Agreement
nor any of the rights, interests, or obligations hereunder may be assigned by
any of the parties hereto without the prior written consent of the other
parties; provided, however, that Westlake or any Holder may assign its rights,
interests and obligations hereunder, without the prior written consent of Kimco,
in connection with any transfer of Limited Partnership Interests (as defined in
the Partnership Agreement) that does not require the consent of the General
Partner (as defined in the Partnership Agreement) pursuant to Article 11 of the
Partnership Agreement. This Agreement is not intended to confer upon any other
person, except the parties hereto and the Holders from time to time, any rights
or remedies hereunder.

                  (e) Governing Law. This Agreement will be governed by,
construed and enforced in accordance with the internal laws of the State of
California.

                                       8


                  (f) Costs of Enforcement. If any party to this Agreement
brings any action, suit, counterclaim, appeal, arbitration, mediation or other
proceeding, in equity or at law (an "Action"), to enforce this Agreement or to
declare rights under this Agreement, in addition to any damages and costs which
the prevailing party or parties otherwise would be entitled, the losing party or
parties in any such Action shall pay to the prevailing party or parties all
actual attorneys' fees and costs incurred in connection with such Action and/or
enforcing any judgment, order, ruling or award (collectively, a "Decision")
granted by a court, arbitrator or mediator, all of which must be paid whether or
not such Action is prosecuted to a Decision.

                  (g) Severability. Any provision of this Agreement which is
invalid, illegal, or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity, illegality, or
unenforceability, without affecting in any way the remaining provisions hereof
in such jurisdiction or rendering that or any other provision of this Agreement
invalid, illegal, or unenforceable in any other jurisdiction.

                  (h) Construction. The captions and titles of the sections and
subsections of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement. This Agreement will be construed
without regard to any presumption or other rule requiring the resolution of any
ambiguity regarding the interpretation or construction hereof against the party
causing this Agreement to be drafted.

                  (i) Entire Agreement. This Agreement embodies the entire
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. This Agreement supersedes all prior agreements and the
understandings between the parties with respect to such subject matter. No
discussions regarding or exchange of drafts or comments in connection with the
transactions contemplated herein will constitute an agreement among the parties
hereto. Except as otherwise expressly provided in this Agreement, Kimco shall
have no obligation to the Holders to register Registrable Shares under the
Securities Act.

                  (j) Limitation of Obligation. Notwithstanding anything in this
Agreement suggesting the contrary, the obligations of Kimco and the Holders
under this Agreement will not apply to the extent the General Partner
irrevocably elects not to exercise its right to issue REIT Shares in any
Exchange under Section 8.5.B of the Partnership Agreement, and the General
Partner promptly notifies each Holder of such election in writing. Kimco will
have no obligation or liability, and no Holder will have any right or recourse,
under this Agreement if the General Partner elects to satisfy any Exchange by
means of Cash Payment (as defined in the Partnership Agreement).

                  (k) Counterparts. This Agreement may be executed in any number
of counterparts, each of which will be deemed an original, but all of which
together will constitute one instrument. Signatures transmitted electronically
or by facsimile will be deemed original signatures; provided that the party
delivering such electronic or facsimile signature shall deliver to the other an
original signature page as soon thereafter as practicable.


         [The remainder of this page has been intentionally left blank;
                            signature page follows.]

                                       9


         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written above.

                                 Kimco:

                                 Kimco Realty Corporation,
                                 a Maryland corporation

                                 By:      /s/ Jeffrey J. Olson
                                          --------------------
                                 Name:    Jeffrey J. Olson
                                          ----------------
                                 Title:   Director of Acquisitions, West Coast
                                          ------------------------------------

                                 Westlake:

                                 Westlake Development Company, Inc.,
                                 a California corporation

                                 By:      /s/ Gary Wong
                                          -------------
                                          Gary Wong, President


                                      S-1

EX-5

                                                                       EXHIBIT 5

                            [Venable LLP Letterhead]

                                 April 30, 2004


Kimco Realty Corporation
3333 New Hyde Park Road
P.O. Box 5020
New Hyde Park, New York 11042

                  Re:  Registration Statement on Form S-4

Ladies and Gentlemen:

                  We have served as Maryland counsel to Kimco Realty
Corporation, a Maryland corporation (the "Company"), in connection with certain
matters of Maryland law arising out of the registration by the Company of
2,635,046 shares (the "Shares") of common stock, par value $0.01 per share, of
the Company (the "Common Stock"), covered by the Registration Statement on Form
S-4, substantially in the form to be filed by the Company with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act"), including the related form of prospectus
(collectively, the "Registration Statement"). The Shares may be issued by the
Company to holders of limited partnership units of Kimco Westlake, L.P., a
California limited partnership, upon the conversion of up to 2,383,080 limited
partnership units tendered by the limited partners pursuant to the Agreement of
Limited Partnership of Kimco Westlake, L.P., dated as of October 22, 2002 (the
"Partnership Agreement").

                  In connection with our representation of the Company, and as a
basis for the opinion hereinafter set forth, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):

                  1. The Registration Statement;

                  2. The Partnership Agreement;

                  3. The Registration Rights Agreement, dated October 22, 2002,
by and between the Company and Westlake Development Company, Inc. (the
"Registration Rights Agreement");

                  4. The charter of the Company (the "Charter"), certified as of
a recent date by the State Department of Assessments and Taxation of Maryland
(the "SDAT");



Kimco Realty Corporation
April 30, 2004
Page 2


                  5. The Bylaws of the Company, certified as of the date hereof
by an officer of the Company;

                  6. Resolutions adopted by the Board of Directors of the
Company relating to the issuance of the Shares, certified as of the date hereof
by an officer of the Company (the "Resolutions");

                  7. A certificate of the SDAT as to the good standing of the
Company, dated as of a recent date;

                  8. A certificate executed by an officer of the Company, dated
as of the date hereof; and

                  9. Such other documents and matters as we have deemed
necessary or appropriate to express the opinion set forth below, subject to the
assumptions, limitations and qualifications stated herein.

                  In expressing the opinion set forth below, we have assumed the
following:

                  1. Each individual executing any of the Documents, whether on
behalf of such individual or another person, is legally competent to do so.

                  2. Each individual executing any of the Documents on behalf of
a party (other than the Company) is duly authorized to do so.

                  3. Each of the parties (other than the Company) executing any
of the Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party's obligations set
forth therein are legal, valid and binding and are enforceable in accordance
with all stated terms.

                  4. All Documents submitted to us as originals are authentic.
The form and content of all Documents submitted to us as unexecuted drafts do
not differ in any respect relevant to this opinion from the form and content of
such Documents as executed and delivered. All Documents submitted to us as
certified or photostatic copies conform to the original documents. All
signatures on all Documents are genuine. All public records reviewed or relied
upon by us or on our behalf are true and complete. All representations,
warranties, statements and information contained in the Documents are true and
complete. There has been no oral or written modification of or amendment to any
of the Documents, and there has been no waiver of any provision of any of the
Documents, by action or omission of the parties or otherwise.




Kimco Realty Corporation
April 30, 2004
Page 3


                  5. The Shares will not be issued in violation of the
restrictions on transfer and ownership contained in Article IV of the the
Charter.

                  Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:

                  1. The Company is a corporation duly incorporated and existing
under and by virtue of the laws of the State of Maryland and is in good standing
with the SDAT.

                  2. The Shares have been duly authorized and, when and if
issued and delivered in accordance with the Registration Statement, the
Registration Rights Agreement, the Partnership Agreement and the Resolutions,
the Shares will be (assuming that, upon issuance, the total number of shares of
Common Stock issued and outstanding will not exceed the total number of shares
of Common Stock that the Company is then authorized to issue) validly issued,
fully paid and nonassessable.

                  The foregoing opinion is limited to the substantive laws of
the State of Maryland and we do not express any opinion herein concerning any
other law. The opinion expressed herein is subject to the effect of judicial
decisions which may permit the introduction of parol evidence to modify the
terms or the interpretation of agreements. We express no opinion as to
compliance with the securities (or "blue sky") laws or the real estate
syndication laws of the State of Maryland.

                  We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.

                  This opinion is being furnished to the Company solely for
submission to the Commission as an exhibit to the Registration Statement. We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of the name of our firm therein. In giving this
consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.

                                                     Very truly yours,
                                                     /s/ Venable LLP

EX-8

                                                                       EXHIBIT 8


                        [Latham & Watkins LLP Letterhead]

                                 April 30, 2004

Kimco Realty Corporation
3333 New Hyde Park Road
New Hyde Park, New York  11042

            Re:  2,635,046 shares of common stock (the "Common Stock") of
                 --------------------------------------------------------
                 Kimco Realty Corporation (the "Company")
                 ----------------------------------------

Ladies and Gentlemen:

                  In connection with the registration statement on Form S-4 (the
"Registration Statement") being filed by you on April 30, 2004 with the
Securities and Exchange Commission, in connection with the registration of the
Common Stock under the Securities Act of 1933, as amended, you have requested
our opinion concerning the statements in the Registration Statement under the
caption "Material Federal Income Tax Considerations."

                  This opinion is based on various facts and assumptions, and is
conditioned upon certain representations made by the Company as to factual
matters through certificates of an officer of the Company (the "Officer's
Certificates"). In addition, this opinion is based upon the factual
representations of the Company concerning its business, properties and governing
documents as set forth in the Registration Statement.

                  In our capacity as counsel to the Company, we have made such
legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and other instruments as we have deemed
necessary or appropriate for purposes of this opinion. In our examination, we
have assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures thereon, the legal capacity of natural persons
executing such documents and the conformity to authentic original documents of
all documents submitted to us as copies. For the purpose of our opinion, we have
not made an independent investigation of the facts set forth in the
above-referenced documents or in the Officer's Certificates. In addition, in
rendering this opinion we have assumed the truth and accuracy of all
representations and statements made to us which are qualified as to knowledge or
belief, without regard to such qualification.

                  We are opining herein as to the effect on the subject
transaction only of the federal income tax laws of the United States and we
express no opinion with respect to the applicability thereto, or the effect
thereon, of other federal laws, the laws of any state or any other jurisdiction
or as to any matters of municipal law or the laws of any other local agencies
within any state.

                  Based on such facts, assumptions and representations and
subject to the limitations set forth in the Registration Statement, it is our
opinion that the statements in the Registration Statement under the caption
"Material Federal Income Tax Considerations," insofar as they purport to
summarize certain provisions of the statutes or regulations referred to therein,
are accurate descriptions or summaries in all material respects.



                  No opinion is expressed as to any matter not discussed herein.

                  This opinion is rendered to you as of the date of this letter,
and we undertake no obligation to update this opinion subsequent to the date
hereof. This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation or
difference in the facts from those set forth in the representations described
above, including in the Registration Statement or the Officer's Certificates may
affect the conclusions stated herein. Moreover, as described in the Registration
Statement, the Company's qualification and taxation as a real estate investment
trust depends upon the Company's ability to meet the various qualification tests
imposed under the Internal Revenue Code of 1986, as amended, including through
actual annual operating results, asset diversification, distribution levels and
diversity of stock ownership, the results of which have not been and will not be
reviewed by Latham & Watkins LLP. Accordingly, no assurance can be given that
the actual results of the Company's operation for any one taxable year will
satisfy such requirements.

                  This opinion is furnished to you, and is for your use in
connection with the transactions set forth in the Registration Statement upon
the understanding that we are not hereby assuming professional responsibility to
any other person whatsoever. This opinion may not be relied upon by you for any
other purpose or relied upon by any other person, firm or corporation, for any
purpose, without our prior written consent. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the use of our
name under the caption "Legal Matters" in the Registration Statement.

                                                     Very truly yours,



                                                     /s/ Latham & Watkins LLP