Item 6. Indemnification of Directors and Officers

The Maryland General Corporation Law ("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. Kimco's charter contains such a provision which limits such liability to the maximum extent permitted by Maryland law.

Kimco's charter authorizes Kimco, 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 Kimco and at the request of Kimco, 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 from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her status as a present or former director or officer of Kimco. Kimco's bylaws obligate Kimco, 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 or her service in that capacity or (b) 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 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 or her service in that capacity. Kimco's charter and bylaws also permit Kimco to indemnify and advance expenses to any person who served a predecessor of Kimco in any of the capacities described above and to any employee or agent of Kimco or a predecessor of Kimco.

The MGCL requires a corporation (unless its charter provides otherwise, which Kimco'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 or she is made a party by reason of his or her 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 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 causes to believe that the act or omission was unlawful. A Maryland corporation may not, however, indemnify a present or former director or office for an adverse judgment in a suit by or in the right of the corporation. In addition, the MGCL requires Kimco, as a condition to advancing expenses, to obtain (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 Kimco as authorized by the bylaws and (b) a written statement by or on his or her behalf to repay the amount paid or reimbursed by Kimco if it shall ultimately be determined that the standard of conduct was not met.

In addition, Kimco has entered or will enter into an indemnification agreement with each of its directors. The indemnification agreement provides for the prompt indemnification and advancement of expenses, including attorneys' fees and other costs, to the fullest extent permitted by law of a director against expenses and obligations paid or incurred in connection with investigating, defending, being a witness or participating in (including on appeal) any threatened, pending or completed action, suit or proceeding related to the fact that such director is or was a director, officer, partner, employee, agent, or fiduciary of Kimco or is or was serving at the request of Kimco as a director, officer, partner, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan trust or other enterprise, or by reason of anything done or not done by a director in any such capacity.

The indemnification agreement also provides (i) that a director is automatically entitled to indemnification for expenses to the extent the director is successful in defending any indemnification claim whether on the merits or otherwise, (ii) that Kimco has the burden of proving that a director is not entitled to indemnification in any particular case and that certain presumptions that may otherwise be drawn against a director seeking indemnification in connection with the termination of actions or proceedings are negated, except that the termination of an action or proceeding by conviction or a plea of nolo contendere (or its equivalent) creates a presumption that the director is not entailed to indemnification, (iii) a mechanism through which a director may seek court relief in the event that Kimco's board of directors (or other person or body appointed by Kimco's board) determines that the director

would not be permitted to be indemnified under applicable law (and therefore is not entitled to indemnification under the indemnification agreement), (iv) that a director is entitled to indemnification against all expenses (including attorneys' fees) incurred in seeking to collect an indemnification claim or advancement of expenses from Kimco or incurred in seeking to recover under a directors' and officers' liability policy, (v) that after there has been a change in control in Kimco, all of Kimco's determinations regarding a right to indemnification, and the right to advancement of expenses, shall be made by independent legal counsel, and (vi) that prior to a change in control of Kimco, a director shall not be entitled to indemnification pursuant to the indemnification agreement in connection with an action, suit or proceeding initiated by the director against Kimco, or its directors or officers unless Kimco joins in or consents to the action, suit or proceeding, except as provided in Section 3 of the indemnification agreement.

Directors' rights under the indemnification agreement are not exclusive of any other rights they may have under Maryland law, directors' or officers' liability insurance, Kimco's bylaws or otherwise. The indemnification agreement does, however, prevent double payment.

The indemnification agreement, although not requiring the maintenance of directors' and officers' liability insurance, does require that the directors be provided with maximum coverage reasonably economically available if there is such a policy. Finally, the indemnification agreement provides that, if Kimco pays a director pursuant to the indemnification agreement, Kimco will be subrogated to the director's rights to recover from third parties.