10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  _____  to  _____ 

Commission File Number: 001-13779

W. P. CAREY & CO. LLC

(Exact name of registrant as specified in its charter)

Delaware (State of incorporation)	13-3912578 (I.R.S. Employer Identification No.)
50 Rockefeller Plaza
New York, New York	10020
(Address of principal executive offices)	(Zip Code)

Investor Relations (212) 492-8920
(212) 492-1100
(Registrant’s telephone numbers, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Registrant had 39,159,468 shares of common stock, no par value, outstanding at July 31, 2009.

INDEX

	Page No.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008		2
Consolidated Statements of Income for the three and six months ended June 30, 2009 and 2008		3
Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2009 and 2008		4
Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and 2008		5
Notes to Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3. Quantitative and Qualitative Disclosures About Market Risk		39
Item 4. Controls and Procedures		40
PART II — OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders		40
Item 6. Exhibits		41
Signatures		42
Exhibit 3.2
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
Exhibit 10.5
Exhibit 10.7
Exhibit 10.8
Exhibit 31.1
Exhibit 31.2
Exhibit 32
Exhibit 99.1

Forward Looking Statements

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this Report, contains forward-looking statements within the meaning of the federal securities laws. It is important to note that our actual results could be materially different from those projected in such forward-looking statements. You should exercise caution in relying on forward-looking statements as they involve known and unknown risks, uncertainties and other factors that may materially affect our future results, performance, achievements or transactions. Information on factors which could impact actual results and cause them to differ from what is anticipated in the forward-looking statements contained herein is included in this Report as well as in our other filings with the Securities and Exchange Commission (the “SEC”), including but not limited to those described in Item 1A. Risk Factors in our Form 10-K for the year ended December 31, 2008. We do not undertake to revise or update any forward-looking statements. Additionally, a description of our critical accounting estimates is included in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Form 10-K for the year ended December 31, 2008. There has been no significant change in our critical accounting estimates.

As used in this Report, the terms “we,” “us” and “our” include W. P. Carey & Co. LLC, its consolidated subsidiaries and predecessors, unless otherwise indicated.

1

PART I

Item 1. Financial Statements

W. P. CAREY & CO. LLC

Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share amounts)

	June 30, 2009			December 31, 2008
				(NOTE)
Assets
Real estate, net	$	488,457		$	499,795
Net investment in direct financing leases		83,323			83,792
Equity investments in real estate and CPA® REITs		309,498			260,620
Assets held for sale		3,092			—
Operating real estate, net		74,566			74,534
Cash and cash equivalents		23,469			16,799
Due from affiliates		31,059			53,423
Intangible assets and goodwill, net		88,525			93,398
Other assets, net		35,056			28,775
Total assets	$	1,137,045		$	1,111,136
Liabilities and Equity
Liabilities:
Non-recourse debt	$	232,565		$	245,874
Line of credit		125,500			81,000
Accounts payable, accrued expenses and other liabilities		46,602			42,323
Income taxes, net		52,817			58,011
Distributions payable		19,454			19,508
Total liabilities		476,938			446,716
Redeemable noncontrolling interests		15,126			18,085
Commitments and contingencies (Note 7)
Equity:
W. P. Carey members’ equity:
Listed shares, no par value, 100,000,000 shares authorized; 39,158,020 and 39,589,594 shares issued and outstanding, respectively		752,884			757,921
Distributions in excess of accumulated earnings		(123,310	)		(116,990	)
Deferred compensation obligation		9,799			—
Accumulated other comprehensive loss		(1,072	)		(828	)
Total W. P. Carey members’ equity		638,301			640,103
Noncontrolling interests		6,680			6,232
Total equity		644,981			646,335
Total liabilities and equity	$	1,137,045		$	1,111,136

Note: The consolidated balance sheet at December 31, 2008 has been derived from the consolidated financial statements at that date as adjusted (Note 2).

The accompanying notes are an integral part of these consolidated financial statements.

2

W. P. CAREY & CO. LLC

Consolidated Statements of Income (Unaudited)
(in thousands, except share and per share amounts)

	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
Revenues
Asset management revenue	$	19,227		$	20,039		$	38,335		$	40,165
Structuring revenue		365			3,169			10,774			6,585
Wholesaling revenue		1,597			1,488			2,690			2,628
Reimbursed costs from affiliates		11,115			11,080			20,111			21,446
Lease revenues		18,473			19,296			36,828			38,371
Other real estate income		4,649			3,305			7,904			6,427
		55,426			58,377			116,642			115,622
Operating Expenses
General and administrative		(14,310	)		(15,816	)		(33,409	)		(31,229	)
Reimbursable costs		(11,115	)		(11,080	)		(20,111	)		(21,446	)
Depreciation and amortization		(7,120	)		(6,178	)		(12,749	)		(12,167	)
Property expenses		(2,180	)		(1,245	)		(4,026	)		(3,532	)
Impairment charges		(1,700	)		—			(1,700	)		—
Other real estate expenses		(1,707	)		(2,146	)		(3,838	)		(4,215	)
		(38,132	)		(36,465	)		(75,833	)		(72,589	)
Other Income and Expenses
Other interest income		401			679			808			1,440
Income from equity investments in real estate and CPA® REITs		4,875			3,934			6,262			8,645
Other income and expenses		127			1,848			3,281			4,659
Interest expense		(3,923	)		(4,532	)		(8,252	)		(9,575	)
		1,480			1,929			2,099			5,169
Income from continuing operations before income taxes		18,774			23,841			42,908			48,202
Provision for income taxes		(3,720	)		(7,422	)		(9,920	)		(14,566	)
Income from continuing operations		15,054			16,419			32,988			33,636
Discontinued Operations
(Loss) income from operations of discontinued properties		(75	)		3,733			(100	)		3,706
Gain on sale of real estate		478			—			343			—
Impairment charge		(580	)		—			(580	)		—
(Loss) income from discontinued operations		(177	)		3,733			(337	)		3,706
Net Income		14,877			20,152			32,651			37,342
Add: Net loss attributable to noncontrolling interests		203			168			373			340
Less: Net income attributable to redeemable noncontrolling interests		(103	)		(472	)		(338	)		(733	)
Net Income Attributable to W. P. Carey Members	$	14,977		$	19,848		$	32,686		$	36,949
Basic Earnings Per Share
Income from continuing operations attributable to W. P. Carey members	$	0.37		$	0.41		$	0.83		$	0.85
(Loss) income from discontinued operations attributable to W. P. Carey members		—			0.10			(0.01	)		0.09
Net income attributable to W. P. Carey members	$	0.37		$	0.51		$	0.82		$	0.94
Diluted Earnings Per Share
Income from continuing operations attributable to W. P. Carey members	$	0.37		$	0.41		$	0.82		$	0.83
(Loss) income from discontinued operations attributable to W. P. Carey members		—			0.09			(0.01	)		0.09
Net income attributable to W. P. Carey members	$	0.37		$	0.50		$	0.81		$	0.92
Weighted Average Shares Outstanding
Basic		39,350,684			39,204,221			39,067,391			39,039,617
Diluted		40,065,495			40,256,658			39,780,708			40,271,185
Amounts Attributable to W. P. Carey Members
Income from continuing operations, net of tax	$	15,154		$	16,115		$	33,023		$	33,243
(Loss) income from discontinued operations, net of tax		(177	)		3,733			(337	)		3,706
Net income	$	14,977		$	19,848		$	32,686		$	36,949
Distributions Declared Per Share	$	0.498		$	0.487		$	0.994		$	0.969

The accompanying notes are an integral part of these consolidated financial statements.

3

W. P. CAREY & CO. LLC

Consolidated Statements of Comprehensive Income (Unaudited)
(in thousands)

	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
Net Income	$	14,877		$	20,152		$	32,651		$	37,342
Other Comprehensive Income (Loss)
Foreign currency translation adjustment		3,284			24			(144	)		3,439
Unrealized gain (loss) on derivative instrument		163			470			(101	)		499
Change in unrealized appreciation on marketable securities		31			(27	)		13			(39	)
		3,478			467			(232	)		3,899
Comprehensive income		18,355			20,619			32,419			41,241
Add: Net loss attributable to noncontrolling interests		203			168			373			340
Less: Net income attributable to redeemable noncontrolling interests		(103	)		(472	)		(338	)		(733	)
Less: Foreign currency translation adjustment attributable to noncontrolling interests		(105	)		(1	)		(4	)		(103	)
Less: Foreign currency translation adjustment attributable to redeemable noncontrolling interests		(10	)		—			(8	)		—
Comprehensive Income Attributable to W. P. Carey Members	$	18,340		$	20,314		$	32,442		$	40,745

The accompanying notes are an integral part of these consolidated financial statements.

4

W. P. CAREY & CO. LLC

Consolidated Statements of Cash Flows (Unaudited)
(in thousands)

	Six months ended June 30,
	2009			2008
Cash Flows — Operating Activities
Net income	$	32,651		$	37,342
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization including intangible assets and deferred financing costs		12,757			13,506
Income from equity investments in real estate and CPA® REITs in excess of distributions received		(3,157	)		(1,924	)
Straight-line rent adjustments		967			1,252
Management income received in shares of affiliates		(15,414	)		(20,053	)
Gain on sale of real estate		(343	)		—
Gain on extinguishment of debt		(6,991	)		—
Allocation of income to profit sharing interest		3,875			—
Impairment charges		2,280			—
Unrealized gain on foreign currency transactions, warrants and securities		(39	)		(1,203	)
Realized gain on foreign currency transactions and other		(126	)		(1,565	)
Stock-based compensation expense		5,260			3,922
Decrease in deferred acquisition revenue received		22,877			46,695
Increase in structuring revenue receivable		(5,416	)		(3,538	)
Decrease in income taxes, net		(8,454	)		(3,963	)
Decrease in settlement provision		—			(29,979	)
Net changes in other operating assets and liabilities		(6,044	)		(13,273	)
Net cash provided by operating activities		34,683			27,219
Cash Flows — Investing Activities
Distributions received from equity investments in real estate and CPA® REITs in excess of equity income		7,606			3,425
Capital contributions to equity investments		—			(837	)
Purchases of real estate and equity investments in real estate		(39,677	)		(184	)
Capital expenditures		(6,929	)		(6,455	)
VAT refunded on purchase of real estate		—			3,189
Proceeds from sale of real estate		3,835			—
Proceeds from transfer of profit sharing interest		21,928			—
Funds released from escrow in connection with the sale of property		—			636
Payment of deferred acquisition revenue to affiliate		—			(120	)
Net cash used in investing activities		(13,237	)		(346	)
Cash Flows — Financing Activities
Distributions paid		(39,060	)		(48,668	)
Contributions from noncontrolling interests		1,583			1,320
Distributions to noncontrolling interests		(3,474	)		(1,329	)
Distributions to profit sharing interest		(3,434	)		—
Scheduled payments of mortgage principal		(5,241	)		(4,698	)
Proceeds from mortgages and credit facilities		127,500			101,937
Prepayments of mortgage principal and credit facilities		(83,936	)		(73,729	)
Proceeds from loan from affiliates		1,624			—
Repayment of loan from affiliates		—			(7,569	)
Payment of financing costs, net of deposits refunded		(806	)		(370	)
Proceeds from issuance of shares		874			12,743
Windfall tax benefits associated with stock-based compensation awards		242			608
Repurchase and retirement of shares		(10,686	)		(5,134	)
Net cash used in financing activities		(14,814	)		(24,889	)
Change in Cash and Cash Equivalents During the Period
Effect of exchange rate changes on cash		38			298
Net increase in cash and cash equivalents		6,670			2,282
Cash and cash equivalents, beginning of period		16,799			12,137
Cash and cash equivalents, end of period	$	23,469		$	14,419

The accompanying notes are an integral part of these consolidated financial statements.

5

W. P. CAREY & CO. LLC

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Business

We provide long-term sale-leaseback and build-to-suit transactions for companies worldwide and manage a global investment portfolio. We invest primarily in commercial properties that are each triple-net leased to single corporate tenants, domestically and internationally, and earn revenue as the advisor to publicly owned, non-traded real estate investment trusts (“CPA^® REITs”) sponsored by us that invest in similar properties. We are currently the advisor to the following CPA^® REITs: Corporate Property Associates 14 Incorporated (“CPA^®:14”), Corporate Property Associates 15 Incorporated (“CPA^®:15”), Corporate Property Associates 16 — Global Incorporated (“CPA^®:16 — Global”) and Corporate Property Associates 17 — Global Incorporated (“CPA^®:17 — Global”). As of June 30, 2009, we own and manage over 870 properties domestically and internationally, including our own portfolio. Our own portfolio is comprised of our full or partial ownership interest in 173 properties, substantially all of which are net leased to 82 tenants, and totaled approximately 17 million square feet (on a pro rata basis) with an occupancy rate of 94%.

Primary Business Segments

Investment Management — We provide services to the CPA^® REITs in connection with structuring and negotiating investment and debt placement transactions (structuring revenue) and provide on-going management of their portfolios (asset-based management and performance revenue). Asset-based management and performance revenue for the CPA^® REITs are generally determined based on real estate related assets under management. As funds available to the CPA^® REITs are invested, the asset base from which we earn revenue increases. In addition, we also receive a percentage of distributions of available cash from CPA^®:17 — Global’s operating partnership. We may also earn incentive and disposition revenue and receive other compensation in connection with providing liquidity alternatives to CPA^® REIT shareholders.

Real Estate Ownership — We own and invest in commercial properties globally that are then leased to companies, primarily on a triple-net leased basis. We may also invest in other properties on an opportunistic basis.

Note 2. Basis of Presentation

Our unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Accordingly, they do not include all information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results of the interim periods presented have been included. The results of operations for the interim periods are not necessarily indicative of results for the full year. These financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2008. We have considered subsequent events through August 6, 2009, the date the financial statements were issued.

Basis of Consolidation

The consolidated financial statements include all of our accounts and those of our majority-owned and/or controlled subsidiaries. The portion of these entities that we do not own is presented as noncontrolling interests as of and during the periods consolidated. All material inter-entity transactions have been eliminated.

When we obtain an economic interest in an entity, we evaluate the entity to determine if the entity is deemed a variable interest entity (“VIE”) and if we are deemed to be the primary beneficiary in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 46R, “Consolidation of Variable Interest Entities” (“FIN 46R”). We consolidate (i) entities that are VIEs and of which we are deemed to be the primary beneficiary and (ii) entities that are non-VIEs that we control. Entities that we account for under the equity method (i.e., at cost, increased or decreased by our share of earnings or losses, less distributions, plus fundings) include (i) entities that are VIEs and of which we are not deemed to be the primary beneficiary and (ii) entities that are non-VIEs that we do not control but over which we have the ability to exercise significant influence. We will reconsider our determination of whether an entity is a VIE and who the primary beneficiary is if certain events occur that are likely to cause a change in the original determinations.

6

Notes to Consolidated Financial Statements

In determining whether we control a non-VIE, our consideration includes using the Emerging Issues Task Force (“EITF”) Consensus on Issue No. 04-05, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” (“EITF 04-05”). The scope of EITF 04-05 is restricted to limited partnerships or similar entities that are not VIEs under FIN 46R. The EITF reached a consensus that the general partners in a limited partnership (or similar entity) are presumed to control the entity regardless of the level of their ownership and, accordingly, may be required to consolidate the entity. This presumption may be overcome if the agreements provide the limited partners with either (a) the substantive ability to dissolve (liquidate) the limited partnership or otherwise remove the general partners without cause or (b) substantive participating rights. If it is deemed that the limited partners’ rights overcome the presumption of control by a general partner of the limited partnership, the general partner must account for its investment in the limited partnership using the equity method of accounting.

Investments in tenant-in-common interests consist of our interests in various domestic and international properties. Consolidation of these investments is not required as they do not qualify as an entity under FIN 46R and do not meet the control requirement required for consolidation under Statement of Position 78-9, “Accounting for Investments in Real Estate Ventures,” as amended by EITF 04-05. Accordingly, we account for these investments using the equity method of accounting. We use the equity method of accounting because the shared decision-making involved in a tenant-in-common interest investment creates an opportunity for us to have significant influence on the operating and financial decisions of these investments and thereby creates some responsibility by us for a return on our investment.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period’s financial statement presentation. The consolidated financial statements included in this Report have been retrospectively adjusted to reflect the adoption of several accounting pronouncements during the six months ended June 30, 2009 (Notes 11 and 12) as well as the disposition (or planned disposition) of certain properties as discontinued operations for all periods presented (Note 6).

Adoption of New Accounting Pronouncements

SFAS 157

Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”) provides guidance for using fair value to measure assets and liabilities. SFAS 157 clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing the asset or liability and applies whenever other standards require assets or liabilities to be measured at fair value. SFAS 157 also provides for certain disclosure requirements, including, but not limited to, the valuation techniques used to measure fair value and a discussion of changes in valuation techniques, if any, during the period. We adopted SFAS 157 as required on January 1, 2008 (Note 9), with the exception of nonfinancial assets and nonfinancial liabilities that are not recognized or disclosed at fair value on a recurring basis, which we adopted as required on January 1, 2009. The adoption of SFAS 157 did not have a material effect on our financial position and results of operations.

SFAS 141R

SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”), establishes principles and requirements for how an acquirer shall recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interests in the acquiree, and goodwill acquired in a business combination. Additionally, SFAS 141R requires that an acquiring entity must immediately expense all acquisition costs and fees associated with a business combination, while such costs are capitalized for transactions deemed to be acquisitions. We adopted SFAS 141R as required on January 1, 2009. We are impacted by the adoption of SFAS 141R through both the investments we make for our own portfolio as well as our equity interests in the CPA^® REITs. To the extent we make investments for our own portfolio or on behalf of the CPA^® REITs that are deemed to be business combinations, our results of operations will be negatively impacted by the immediate expensing of acquisition costs and fees incurred due to the adoption of SFAS 141R, whereas in the past such costs and fees would have been capitalized and allocated to the cost basis of the acquisition. Post acquisition, there will be a subsequent positive impact on our results of operations through a reduction in depreciation expense over the estimated life of the properties. For those investments that are not deemed to be a business combination, SFAS 141R is not expected to have a material impact on our consolidated financial statements.

We did not make any investments for our own portfolio that were deemed to be business combinations during the three and six months ended June 30, 2009. All investments structured on behalf of the CPA^® REITs during the three and six months ended June 30, 2009 were also not deemed to be business combinations. Acquisition costs and fees capitalized by the CPA^® REITs totaled $3.1 million and $7.7 million for CPA^®:16 — Global and CPA^®:17 — Global, respectively, for the six months ended June 30, 2009 and $0.1 million for CPA^®:14 for the three months ended June 30, 2009.

SFAS 160

SFAS No. 160, “Noncontrolling interests in Consolidated Financial Statements — an Amendment of ARB No. 51” (“SFAS 160”), establishes and expands accounting and reporting standards for noncontrolling interests in a subsidiary, which are recharacterized as noncontrolling interests, and the deconsolidation of a subsidiary. We adopted SFAS 160 as required on January 1, 2009 (Note 12).

7

Notes to Consolidated Financial Statements

SFAS 161

SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”), is intended to help investors better understand how derivative instruments and hedging activities affect an entity’s financial position, financial performance and cash flows through enhanced disclosure requirements. The enhanced disclosures primarily surround disclosing the objectives and strategies for using derivative instruments by their underlying risk as well as a tabular format of the fair values of the derivative instruments and their gains and losses. We adopted SFAS 161 as required on January 1, 2009 (Note 10).

FSP 142-3

FASB Staff Position No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”), amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). FSP 142-3 is intended to improve the consistency between the useful life of an intangible asset determined under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R and other GAAP. The guidance for determining the useful life of a recognized intangible asset in FSP 142-3 must be applied prospectively to intangible assets acquired after the effective date. The disclosure requirements in FSP 142-3 must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. We adopted FSP 142-3 as required on January 1, 2009. The adoption of FSP 142-3 did not have a material effect on our financial position and results of operations.

EITF 03-6-1

FASB Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“FSP EITF 03-6-1”), requires that all unvested share-based payment awards that contain non-forfeitable rights to dividends be considered participating securities and therefore shall be included in the computation of earnings per share pursuant to the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The guidance for determining earnings per share under FSP EITF 03-6-1 must be applied retrospectively to all prior periods presented after the effective date. We adopted FSP EITF 03-6-1 as required on January 1, 2009. The adoption of FSP EITF 03-6-1 did not have a material effect on our financial position and results of operations (Note 11).

FSP 107-1

FASB Staff Position No. 107-1, “Interim Disclosures about Fair Value of Financial Statements” (“FSP 107-1”), amends SFAS 107, “Disclosures about Fair Value of Financial Instruments,” to require disclosures about fair value of financial instruments for interim reporting periods as well as in annual financial statements. FSP 107-1 also amends APB 18, “Interim Financial Reporting,” to require those disclosures in summarized financial information at interim reporting periods. We adopted FSP 107-1 as required in the second quarter of 2009 (Note 9).

FSP 157-4

FASB Staff Position No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP 157-4”), provides additional guidance for estimating fair value in accordance with SFAS 157 when the volume and level of market activity for an asset or liability have significantly decreased. We adopted FSP 157-4 as required in the second quarter of 2009. The adoption of FSP 157-4 did not have a material effect on our financial position and results of operations.

FSP 115-2 and 124-2

FASB Staff Position No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP 115-2 & 124-2”), amends the other-than-temporary impairment guidance under existing GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities. FSP 115-2 & 124-2 does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. We adopted FSP 115-2 & 124-2 as required in the second quarter of 2009. The adoption of FSP 115-2 & 124-2 did not have a material effect on our financial position and results of operations.

SFAS 165

SFAS No. 165, “Subsequent Events” (“SFAS 165”), establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Although there is new terminology, SFAS 165 is based on the same principles as those that currently exist in the auditing standards. SFAS 165 also requires disclosure of the date through which an entity has evaluated subsequent events. We adopted SFAS 165 as required in the second quarter of 2009 for events occurring after June 30, 2009. The adoption of SFAS 165 did not have a material effect on our financial position and results of operations.

8

Notes to Consolidated Financial Statements

Recent Accounting Pronouncements (not required to be adopted as of June 30, 2009)

SFAS 166

SFAS No. 166, “Accounting for Transfers of Financial Assets” (“SFAS 166”), amends SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” by, among other things, eliminating the concept of a qualifying special-purpose entity; limiting the circumstances where the transfer of a portion of a financial asset will qualify as a sale even if all other derecognition criteria are met; clarifying and amending the derecognition criteria for a transfer to be accounted for as a sale; and expanding the disclosures surrounding transfers of financial assets. SFAS 166 is effective for our 2010 fiscal year. We are currently assessing the potential impact that the adoption of SFAS 166 will have on our financial position and results of operations.

SFAS 167

SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”), amends FIN 46R and changes the consolidation guidance applicable to a VIE. SFAS 167 eliminates the quantitative approach previously required for determining the primary beneficiary of a VIE and establishes a qualitative analysis that will include, among other things, consideration of whether the reporting entity has the power to direct matters that most significantly impact the activities of the VIE, as well as whether the reporting entity has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. SFAS 167 also requires reassessments of whether the reporting entity is the primary beneficiary of a VIE on an ongoing basis, rather than only when specific events occur, and requires enhanced disclosures about the reporting entity’s involvement with a VIE. SFAS 167 is effective for our 2010 fiscal year. We are currently assessing the potential impact that the adoption of SFAS 167 will have on our financial position and results of operations.

Note 3. Agreements and Transactions with Related Parties

Advisory Services

Directly and through wholly-owned subsidiaries, we earn revenue as the advisor to the CPA^® REITs. Under the advisory agreements with the CPA^® REITs, we perform various services, including but not limited to the day-to-day management of the CPA^® REITs and transaction-related services. We earn asset management revenue generally totaling 1% per annum of average invested assets, as calculated pursuant to the advisory agreements for each CPA^® REIT, of which 1/2 of 1% (“performance revenue”) is contingent upon specific performance criteria for each CPA^® REIT. For CPA^®:17 — Global, we earn asset management revenue ranging from 0.5% of average market value, for long-term net leases and certain other types of real estate investments, to 1.75% of average equity value, for certain types of securities. For CPA^®:17 — Global, we also receive up to 10% of distributions of available cash from its operating partnership. For the six months ended June 30, 2009, we received $0.6 million in cash under this provision. There was no such cash received for the six months ended June 30, 2008 as CPA^®:17 — Global was in its fundraising phase. Total asset-based revenue earned was $19.2 million and $20.0 million for the three months ended June 30, 2009 and 2008, respectively, and $38.3 million and $40.2 million for the six months ended June 30, 2009 and 2008, respectively.

The advisory agreements allow us to elect to receive shares of restricted stock for any revenue due from each CPA^® REIT. In 2009, we elected to receive all asset management revenue in cash, with the exception of CPA^®:17 — Global’s asset management revenue, which we elected to receive in restricted shares. We also elected to receive performance revenue from CPA^®:16 — Global in restricted shares, while for CPA^®:14 and CPA^®:15, we elected to receive 80% of all performance revenue in restricted shares, with the remaining 20% payable in cash. We do not earn performance revenue from CPA^®:17 — Global. In 2008, for CPA^®:14, CPA^®:15 and CPA^®:16 — Global, we elected to receive all asset management revenue in cash and all performance revenue in restricted shares rather than cash, while for CPA^®:17 — Global, we elected to receive asset management revenue in restricted shares rather than cash.

In connection with structuring and negotiating investments and related mortgage financing for the CPA^® REITs, the advisory agreements provide for structuring revenue based on the cost of investments. Under each of the advisory agreements, we may receive acquisition revenue of up to an average of 4.5% of the total cost of all investments made by each CPA^® REIT. A portion of this revenue (generally 2.5%) is paid when the transaction is completed, while the remainder (generally 2%) is payable in equal annual installments ranging from three to eight years, subject to the relevant CPA^® REIT meeting its performance criterion. Unpaid installments bear interest at annual rates ranging from 5% to 7%. For certain types of non-long term net lease investments acquired on behalf of CPA^®:17 — Global, initial acquisition revenue may range from 0% to 1.75% of the equity invested plus the related acquisition revenue, with no deferred acquisition revenue being earned. We may be entitled, subject to CPA^® REIT board approval, to loan refinancing revenue of up to 1% of the principal amount refinanced in connection with structuring and negotiating investments. This loan refinancing revenue, together with the acquisition revenue, is referred to as structuring revenue. We earned structuring revenue of $0.4 million and $3.2 million for the three months ended June 30, 2009 and 2008, respectively, and $10.8 million and $6.6 million for the six months ended June 30, 2009 and 2008, respectively. In addition, we may also earn revenue related to the disposition of properties, subject to subordination provisions, and will only recognize such revenue as such provisions are achieved.

9

Notes to Consolidated Financial Statements

We are also reimbursed by the CPA^® REITs for certain costs, primarily broker/dealer commissions paid on behalf of the CPA^® REITs and marketing and personnel costs. For each of the three month periods ended June 30, 2009 and 2008, reimbursed costs totaled $11.1 million. For the six months ended June 30, 2009 and 2008, reimbursed costs totaled $20.1 million and $21.4 million, respectively.

Pursuant to a sales agency agreement between our wholly-owned broker-dealer subsidiary and CPA^®:17 — Global, we earn a selling commission of up to $0.65 per share sold, selected dealer revenue of up to $0.20 per share sold and/or wholesaling revenue for selected dealers or investment advisors of up to $0.15 per share sold. We will re-allow all selling commissions to selected dealers participating in CPA^®:17 — Global’s offering and will re-allow up to the full selected dealer revenue to selected dealers. We will use any retained portion of the selected dealer revenue together with the wholesaling revenue to cover other underwriting costs incurred in connection with CPA^®:17 — Global’s offering. Total underwriting compensation earned in connection with CPA^®:17 — Global’s offering, including selling commissions, selected dealer revenue, wholesaling revenue and reimbursements made by us to selected dealers, cannot exceed the limitations prescribed by the Financial Industry Regulatory Authority (“FINRA”). The limit on underwriting compensation is currently 10% of gross offering proceeds. We may also be reimbursed up to an additional 0.5% of the gross offering proceeds for bona fide due diligence expenses.

Other Transactions

We own interests in entities ranging from 5% to 95%, including jointly-controlled tenant-in-common interests in properties, with the remaining interests generally held by affiliates, and own common stock in each of the CPA^® REITs.

We are the general partner in a limited partnership (which we consolidate for financial statement purposes) that leases our home office space and participates in an agreement with certain affiliates, including the CPA^® REITs, for the purpose of leasing office space used for the administration of our operations and the operations of our affiliates and for sharing the associated costs. During each of the three month periods ended June 30, 2009 and 2008, we recorded income from noncontrolling interest partners of $0.6 million, in each case related to reimbursements from these affiliates. During the six months ended June 30, 2009 and 2008, we recorded income from noncontrolling interest partners of $1.2 million and $1.1 million, respectively. The average estimated minimum lease payments on the office lease, inclusive of noncontrolling interests, as of June 30, 2009 approximates $2.9 million annually through 2016.

Included in Accounts payable, accrued expenses and other liabilities in the consolidated balance sheets at each of June 30, 2009 and December 31, 2008 are amounts due to affiliates totaling $0.9 million.

One of our directors and officers is the sole shareholder of Livho, Inc. (“Livho”). We consolidate the accounts of Livho in our consolidated financial statements in accordance with FIN 46R as it is a VIE of which we are the primary beneficiary.

Family members of one of our directors have an ownership interest in certain companies that own noncontrolling interests in our French majority-owned subsidiaries. These ownership interests are subject to substantially the same terms as all other ownership interests in the subsidiary companies.

Two employees own a redeemable noncontrolling interest in W. P. Carey International LLC (“WPCI”), a subsidiary company that structures net lease transactions on behalf of the CPA^® REITs outside of the United States (Note 12).

In December 2007, we received a loan totaling $7.6 million from two affiliated ventures in which we have interests that are accounted for under the equity method of accounting. The loan was used to fund the acquisition of tenancy-in-common interests in Europe and was repaid in March 2008. During the three months ended March 31, 2008, we incurred interest expense of $0.1 million in connection with this loan.

10

Notes to Consolidated Financial Statements

Note 4. Real Estate

Real estate, which consists of land and buildings leased to others, at cost, and accounted for as operating leases, is summarized as follows (in thousands):

	June 30, 2009			December 31, 2008
Land	$	107,191		$	109,234
Buildings		490,877			493,810
Less: Accumulated depreciation		(109,611	)		(103,249	)
	$	488,457		$	499,795

The valuation of impaired real estate assets is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows, the income capitalization approach considering prevailing market capitalization rates, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties, and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. The fair value of real estate investments generally reflects sale costs as required by SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), which may be incurred upon disposition of real estate investments.

For the three and six months ended June 30, 2009, we recognized impairment charges totaling $1.7 million on four vacant investment properties to reduce these properties’ carrying values to their current expected selling prices.

Operating real estate, which consists primarily of our self-storage investments and Livho subsidiary, at cost, is summarized as follows (in thousands):

	June 30, 2009			December 31, 2008
Land	$	16,256		$	15,408
Buildings		69,335			69,139
Less: Accumulated depreciation		(11,025	)		(10,013	)
	$	74,566		$	74,534

Carey Storage Transaction

In January 2009, our consolidated subsidiary, Carey Storage, completed a transaction whereby it received cash proceeds of $21.9 million, plus a commitment to invest up to a further $8.1 million of equity, from a third party to fund the purchase of self-storage assets in the future in exchange for a 60% interest in its self storage portfolio. Carey Storage incurred transaction-related costs totaling approximately $1.0 million in connection with this transaction. Due to an option to repurchase this interest at fair value, we account for this transaction under the profit sharing method.

In connection with this transaction, Carey Storage repaid, in full, the $35.0 million outstanding balance on its secured credit facility at a discount for $28.0 million and recognized a gain of $7.0 million on the repayment of this debt, inclusive of the third party’s interest of $4.2 million. The debt repayment was financed with a portion of the proceeds from the exchange of the 60% interest and non-recourse debt with a new lender totaling $25.0 million, of which $18.0 million is secured by individual mortgages on seven of the self storage properties in the portfolio and $7.0 million is secured by individual mortgages on the other six self storage properties in the portfolio. The new financing bears interest at a fixed rate of 7% per annum and has a 10 year term with a rate reset after 5 years.

The $7.0 million gain recognized on the repayment and the third party’s interest in this gain of $4.2 million are both reflected in Other income and expenses in the consolidated financial statements.

Other

In connection with our acquisition of properties, we have recorded net lease intangibles of $35.6 million, which are being amortized over periods ranging from three years to 30 years. Amortization of below-market and above-market rent intangibles is recorded as an adjustment to revenue. Below-market rent intangibles are included in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements. Net amortization of intangibles was $1.6 million and $1.8 million for the three months ended June 30, 2009 and 2008, respectively, and $3.3 million and $3.6 million for the six months ended June 30, 2009 and 2008, respectively.

11

Notes to Consolidated Financial Statements

Note 5. Equity Investments in Real Estate and CPA^® REITs

Our equity investments in real estate, which are accounted for under the equity method, are summarized below for our investments in the CPA^® REITs and interests in unconsolidated venture properties.

CPA^® REITs

We own interests in the CPA^® REITs with which we have advisory agreements. Our interests in the CPA^® REITs are accounted for under the equity method due to our ability to exercise significant influence as the advisor to the CPA^® REITs. The CPA^® REITs are publicly registered and file periodic reports with the SEC but are not actively traded. We have elected, in certain cases, to receive restricted stock in the CPA^® REITs rather than cash in connection with earning asset management and performance revenue (Note 3).

The following table sets forth certain information about our investments in the CPA^® REITs (dollars in thousands):

	% of Outstanding Shares at						Carrying Amount of Investment at
Fund	June 30, 2009			December 31, 2008			June 30, 2009(a)		December 31, 2008(a)
CPA®:14		8.1	%		7.4	%	$	80,834	$	78,052
CPA®:15		6.2	%		5.5	%		76,407		74,959
CPA®:16 — Global		4.3	%		3.7	%		50,263		46,880
CPA®:17 — Global		0.4	%		0.2	%		2,067		1,080
							$	209,571	$	200,971

(a) Includes fee receivable at period end for which shares will be issued during the subsequent period.

The following table presents combined summarized financial information for the CPA^® REITs (for the entire entities, not our proportionate share) (in thousands):

	June 30, 2009			December 31, 2008
Assets	$	8,295,708		$	8,272,855
Liabilities		(4,517,954	)		(4,605,886	)
Owner’s equity	$	3,777,754		$	3,666,969

	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
Revenues	$	190,557		$	182,540		$	370,487		$	377,758
Expenses		(158,565	)		(148,824	)		(350,701	)		(290,444	)
Net income	$	31,992		$	33,716		$	19,786		$	87,314

We recognized income from our equity investments in the CPA^® REITs of $1.8 million and $1.7 million for the three months ended June 30, 2009 and 2008, respectively, and $0.6 million and $4.6 million for the six months ended June 30, 2009 and 2008, respectively.

Interests in Unconsolidated Venture Properties

We own interests in single-tenant net leased properties leased to corporations through noncontrolling interests in (i) partnerships and limited liability companies in which our ownership interests are 60% or less and we exercise significant influence, and (ii) as tenants-in-common subject to common control (Note 2). All of the underlying investments are generally owned with affiliates that have similar investment objectives to ours.

12

Notes to Consolidated Financial Statements

The following table sets forth our ownership interests in our equity investments in real estate and their respective carrying values, inclusive of amortization of differences between the fair value of investments acquired and the carrying value of the ventures’ net assets as of the date of acquisition and depreciation adjustments related to other-than-temporary impairment charges, as applicable (dollars in thousands):

	Ownership Interest			Carrying Value at
Lessee	at June 30, 2009			June 30, 2009			December 31, 2008
The New York Times Company (a)		18	%	$	39,968		$	—
Schuler A.G. (b) (c)		33	%		24,452			23,279
Carrefour France, S.A. (b)		46	%		16,738			17,213
Medica — France, S.A. (b)		46	%		7,121			7,115
Hologic, Inc. (c)		36	%		4,542			4,402
Consolidated Systems, Inc. (c)		60	%		3,402			3,420
Hellweg Die Profi-Baumarkte GmbH & Co. KG (b)		5	%		2,540			2,467
Federal Express Corporation		40	%		2,321			2,565
Childtime Childcare, Inc.		34	%		1,792			1,748
Information Resources, Inc.		33	%		1,766			1,571
The Retail Distribution Group		40	%		125			264
Sicor, Inc. (c) (d)		50	%		(4,840	)		(4,395	)
				$	99,927		$	59,649

(a)	We acquired our interest in this investment during the first quarter of 2009.
(b)	Carrying value of investment is affected by the impact of fluctuations in the exchange rate of the Euro.
(c)	Represents tenant-in-common interest (Note 2).
(d)	In 2007, this venture completed the refinancing of an existing $2.5 million non-recourse mortgage with new non-recourse financing of $35.3 million based on the appraised value of the underlying real estate of the venture and distributed the proceeds to the venture partners.

The following table presents combined summarized financial information of our venture properties (for the entire ventures, not our proportionate share) (in thousands):

	June 30, 2009			December 31, 2008
Assets	$	1,069,183		$	816,502
Liabilities		(608,016	)		(615,759	)
Owner’s equity	$	461,167		$	200,743

	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
Revenues	$	30,228		$	22,830		$	54,792		$	44,802
Expenses		(14,390	)		(17,034	)		(27,241	)		(34,015	)
Net income	$	15,838		$	5,796		$	27,551		$	10,787

We recognized income from these equity investments in real estate of $3.1 million and $2.2 million for the three months ended June 30, 2009 and 2008, respectively, and $5.7 million and $4.1 million for the six months ended June 30, 2009 and 2008, respectively. These amounts represent our share of the income of these ventures, inclusive of the amortization of differences between the fair value of investments acquired and the carrying value of the ventures’ net assets as of the date of acquisition and depreciation adjustments related to other-than-temporary impairment charges.

Equity Investments in Real Estate Acquired

2009 — In March 2009, an entity in which we, CPA^®:16 — Global and CPA^®:17 — Global hold 17.75%, 27.25% and 55% interests, respectively, completed a net lease financing transaction with respect to a leasehold condominium interest, encompassing approximately 750,000 rentable square feet, in the office headquarters of The New York Times Company for approximately $233.7 million in the aggregate. Our share of the purchase price was approximately $40.0 million, which we funded with proceeds from our line of credit. We account for this investment under the equity method of accounting as we do not have a controlling interest in the entity but exercise significant influence over it. In connection with this investment, which was not deemed to be an acquisition of a business pursuant to the provisions of SFAS 141R, the venture capitalized costs and fees totaling $8.7 million.

13

Notes to Consolidated Financial Statements

Note 6. Discontinued Operations

Tenants from time to time may vacate space due to lease buy-outs, elections not to renew, company insolvencies or lease rejections in the bankruptcy process. In such cases, we assess whether the highest value is obtained from re-leasing or selling the property. In addition, in certain cases, we may elect to sell a property that is occupied if it is considered advantageous to do so. When it is determined that the relevant criteria have been met in accordance with SFAS 144, the asset is reclassified as an asset held for sale and current and prior period results of operations are classified as discontinued operations.

In May 2009, we entered into an agreement to sell a property for approximately $3.3 million. In connection with the sale, we recorded an impairment charge of $0.6 million in the three and six months ended June 30, 2009 in order to reduce the carrying value of the property to its estimated selling price. We completed this sale in July 2009.

During the six months ended June 30, 2009, we sold two domestic properties for $3.8 million, net of selling costs, and recognized a net gain on sale of $0.3 million.

Subsequent to the sale of a domestic property in 2004, which was reflected in discontinued operations, we entered into litigation with the former tenant. In June 2008, we received $3.8 million from the former tenant in connection with the resolution of the lawsuit.

In accordance with SFAS 144, the results of operations for properties held for sale or disposed of are reflected in the consolidated financial statements as discontinued operations for all periods presented and are summarized as follows (in thousands):

	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
Revenues	$	78		$	3,951		$	241		$	4,077
Expenses		(153	)		(218	)		(341	)		(371	)
Gain on sale of real estate		478			—			343			—
Impairment charge		(580	)		—			(580	)		—
(Loss) income from discontinued operations	$	(177	)	$	3,733		$	(337	)	$	3,706

Note 7. Commitments and Contingencies

As of June 30, 2009, we were not involved in any material litigation.

Other

We have provided indemnifications in connection with divestitures of certain of our properties. These indemnities address a variety of matters including environmental liabilities. Our maximum obligations under such indemnification are not subject to reasonable estimation. We are not aware of any claims or other information that would give rise to material payments under such indemnifications.

Note 8. Settlement of SEC Investigation

In March 2008, we entered into a settlement with the SEC with respect to all matters relating to a previously disclosed investigation. In connection with the settlement, we made payments of $20.0 million, including interest, to certain of our managed REITs and paid a $10.0 million civil penalty. In anticipation of this settlement, we took a charge of $30.0 million in the fourth quarter of 2007 and recognized an offsetting $9.0 million tax benefit in the same period. As a result, the settlement is reflected as “Decrease in settlement provision” in our Consolidated Statement of Cash Flows for the six months ended June 30, 2008. For additional information about the SEC investigation and the settlement, please refer to our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 2, 2009.

14

Notes to Consolidated Financial Statements

Note 9. Fair Value Measurements

We account for financial and nonfinancial assets and liabilities in accordance with SFAS 157. SFAS 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The following tables set forth our assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2009 and December 31, 2008 (in thousands):

			Fair Value Measurements at Reporting Date Using:
			Quoted Prices in
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
Description	June 30, 2009		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds	$	6,097	$	6,097	$	—	$	—
Marketable securities		1,671		—		—		1,671
Total	$	7,768	$	6,097	$	—	$	1,671
Liabilities:
Derivative liabilities	$	533	$	—	$	533	$	—

			Fair Value Measurements at Reporting Date Using:
			Quoted Prices in
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
Description	December 31, 2008		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds	$	2,068	$	2,068	$	—	$	—
Marketable securities		1,628		—		—		1,628
Total	$	3,696	$	2,068	$	—	$	1,628
Liabilities:
Derivative liabilities	$	419	$	—	$	419	$	—

Assets and liabilities presented above exclude financial assets and liabilities owned by unconsolidated ventures.

	Fair Value Measurements Using
	Significant Unobservable Inputs (Level 3 Only)
	Marketable		Derivative		Total		Marketable			Derivative			Total
	Securities		Assets		Assets		Securities			Assets			Assets
	Three months ended June 30, 2009						Three months ended June 30, 2008
Beginning balance	$	1,620	$	—	$	1,620	$	1,661		$	204		$	1,865
Total gains or losses (realized and unrealized):
Included in earnings		—		—		—		(1	)		(204	)		(205	)
Included in other comprehensive income		6		—		6		(8	)		—			(8	)
Purchases, issuances and settlements		45		—		45		—			—			—
Ending balance	$	1,671	$	—	$	1,671	$	1,652		$	—		$	1,652
The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at the reporting date	$	—	$	—	$	—	$	—		$	(204	)	$	(204	)

15

Notes to Consolidated Financial Statements

	Fair Value Measurements Using
	Significant Unobservable Inputs (Level 3 Only)
	Marketable			Derivative		Total			Marketable			Derivative			Total
	Securities			Assets		Assets			Securities			Assets			Assets
	Six months ended June 30, 2009								Six months ended June 30, 2008
Beginning balance	$	1,628		$	—	$	1,628		$	1,494		$	204		$	1,698
Total gains or losses (realized and unrealized):
Included in earnings		(1	)		—		(1	)		(2	)		(204	)		(206	)
Included in other comprehensive income		(1	)		—		(1	)		(20	)		—			(20	)
Purchases, issuances and settlements		45			—		45			180			—			180
Ending balance	$	1,671		$	—	$	1,671		$	1,652		$	—		$	1,652
The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at the reporting date	$	(1	)	$	—	$	(1	)	$	—		$	(204	)	$	(204	)

Gains and losses (realized and unrealized) included in earnings are included in Other income and expenses in the consolidated financial statements.

We estimate that the fair value of our non-recourse debt and line of credit in the aggregate was $355.2 million and $319.4 million at June 30, 2009 and December 31, 2008, respectively. The fair value of our debt instruments was evaluated using a discounted cash flow model with rates that take into account the credit of the tenants and interest rate risk. The carrying value of the combined debt was $358.0 million and $326.9 million at June 30, 2009 and December 31, 2008, respectively.

Marketable securities had a carrying value of $1.7 million and $1.6 million as of June 30, 2009 and December 31, 2008, respectively, and an estimated fair value of $1.6 million at both June 30, 2009 and December 31, 2008. We estimate that our other financial assets and liabilities (excluding net investments in direct financing leases) had fair values that approximated their carrying values at June 30, 2009 and December 31, 2008, respectively.

Note 10. Risk Management and Use of Derivative Financial Instruments

Risk Management

In the normal course of our on-going business operations, we encounter economic risk. There are three main components of economic risk: interest rate risk, credit risk and market risk. We are subject to interest rate risk on our interest-bearing liabilities. Credit risk is the risk of default on our operations and tenants’ inability or unwillingness to make contractually required payments. Market risk includes changes in the value of the properties and related loans as well as marketable securities we hold due to changes in interest rates or other market factors as well as changes in the value of the shares we hold in the CPA^® REITs. In addition, we own investments in the European Union and are subject to the risks associated with changing foreign currency exchange rates.

Foreign Currency Exchange

We are exposed to foreign currency exchange rate movements, primarily in the Euro. We manage foreign currency exchange rate movements by generally placing both our debt obligation to the lender and the tenant’s rental obligation to us in the same currency but are subject to such movements to the extent of the difference in the timing and amount of the rental obligation and the debt service. We also face challenges with repatriating cash from our foreign investments. We may encounter instances where it is difficult to repatriate cash due to jurisdictional restrictions. We may also encounter instances where repatriating cash will result in current or future tax liabilities. Realized and unrealized gains and losses recognized in earnings related to foreign currency transactions are included in Other income and expenses in the consolidated financial statements.

Use of Derivative Financial Instruments

We account for derivative instruments in accordance with SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities,” as amended (“SFAS 133”). We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. The accounting for changes in the fair value of derivative instruments depends on the intended use of the derivative and the resulting designation. Derivative instruments used to hedge the exposure to changes in the fair value of an asset, liability, or any firm commitment are considered fair value hedges. For fair value hedges, changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. For cash flow hedges, the effective portions of the derivative instruments are reported in Other comprehensive income and are subsequently reclassified into earnings when the forecasted transaction affects earnings. Changes in the fair value of derivative instruments not designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period.

16

Notes to Consolidated Financial Statements

When we use derivative instruments, it is generally to reduce our exposure to fluctuations in interest rates. We have not entered, and do not plan to enter, into financial instruments for trading or speculative purposes. The primary risk related to our use of derivative instruments is the risk that a counterparty to a hedging arrangement could default on its obligation. We seek to mitigate this risk by entering into hedging arrangements with counterparties that are large financial institutions that we deem to be credit worthy. If we terminate a hedging arrangement, we may be obligated to pay certain costs, such as transaction or breakage fees. In addition to derivative instruments that we enter into on our own behalf, we may also be a party to derivative instruments that are embedded in other contracts. In connection with structuring lease transactions, lessees may also grant us common stock warrants that are considered to be derivative instruments because they are readily convertible to cash or provide for net settlement upon conversion. We have established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities.

The following table sets forth our derivative instruments at June 30, 2009 and December 31, 2008 (in thousands):

		Liability Derivatives Fair Value at
Derivatives designated as hedging instruments under SFAS 133	Balance Sheet Location	June 30, 2009			December 31, 2008
Interest rate swap	Other liabilities	$	(533	)	$	(419	)
Derivatives not designated as hedging instruments under SFAS 133
Interest rate cap (a)	Other liabilities		—			—
Total derivatives		$	(533	)	$	(419	)

(a) Terminated on repayment by Carey Storage of its secured credit facility on January 29, 2009. See “Interest Rate Caps” below.

Our derivative instruments had no impact on our earnings for the three and six months ended June 30, 2009 and 2008. The following table presents the impact of derivative instruments on Accumulated other comprehensive income (“AOCI”) within our consolidated financial statements (in thousands):

	Amount of (Loss) Gain Recognized in
	AOCI on Derivative (Effective Portion)
	Three months ended June 30,				Six months ended June 30,
Derivatives in SFAS 133 Cash Flow Hedging Relationships	2009		2008		2009			2008
Interest rate swap (a)	$	124	$	470	$	(114	)	$	499
Total	$	124	$	470	$	(114	)	$	499

(a) During the three and six months ended June 30, 2009 and 2008, no gains or losses were reclassified from AOCI into income related to effective or ineffective portions of hedging relationships or to amounts excluded from effectiveness testing.

See below for information on our purposes for entering into derivative instruments, including those not designated as hedging instruments.

Interest Rate Swaps

We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we attempt to obtain mortgage financing on a long-term, fixed-rate basis. However, from time to time, we or our venture partners may obtain variable rate non-recourse mortgage loans and may enter into interest rate swap agreements with counterparties. Interest rate swap agreements, which effectively convert the variable rate debt service obligations of the loan to a fixed rate, are agreements in which a series of interest rate flows are exchanged over a specific period. The notional amount on which the swaps are based is not exchanged. Our objective in using derivatives is to limit our exposure to interest rate movements.

17

Notes to Consolidated Financial Statements

In connection with an investment in Poland, we obtained $10.1 million in variable rate mortgage financing (based upon the exchange rate on the date of acquisition) and entered into an interest rate swap agreement with a notional amount that matches the scheduled debt principal amounts to the outstanding balance over the related term ending March 2018. The interest rate swap agreement was effective commencing March 2008.

The interest rate swap derivative financial instrument that we had outstanding at June 30, 2009 was designated as a cash flow hedge and is summarized as follows (dollars in thousands):

		Notional		Effective			Expiration		Fair Value At
	Type	Amount(a)		Interest Rate			Date		June 30, 2009(a)
3-Month Euribor	“Pay-fixed” swap	$	9,241		4.2	%		3/2018	$	(533	)

(a) Amounts are based upon the Euro exchange rate at June 30, 2009.

Interest Rate Caps

Another way in which we attempt to limit our exposure to the impact of interest rate changes is through the use of interest rate caps. Interest rate caps limit the effective borrowing rate of variable rate debt obligations while allowing participants to share in downward shifts in interest rates. Our secured credit facility had a variable interest rate equal to the one-month LIBOR plus a spread of 225 basis points. In March 2008, we obtained a $35.5 million interest rate cap whereby the LIBOR component of our interest rate could not exceed 4.75% through December 2008. In October 2008, we amended the interest rate cap agreement so that the LIBOR component of the interest rate could not exceed 5.75% through December 2009. In January 2009, this credit facility was repaid and terminated, at which time the interest rate cap was terminated. For the duration of the interest rate cap, we did not account for this instrument as a hedge, and as such, any change in value was reflected in the consolidated statement of income. The interest rate cap had no value at both December 31, 2008 and the date of termination, and no gains or losses were included in Other income and expenses for the three and six months ended June 30, 2009 and 2008.

Other

Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on our non-recourse variable-rate debt. As of June 30, 2009, we estimate that an additional $0.3 million will be reclassified as interest expense during the next year.

We have agreements with certain of our derivative counterparties that contain a provision where, if we either default or are capable of being declared in default on any of our indebtedness, then we could also be declared in default on our derivative obligations. As of June 30, 2009, the fair value of our derivatives was in a net liability position of $0.6 million, which includes accrued interest but excludes any adjustment for nonperformance risk. If we had breached any of these provisions at June 30, 2009, we could have been required to settle our obligations under these agreements at their termination value of $0.7 million.

Portfolio Concentration Risk

Concentrations of credit risk arise when a number of tenants are engaged in similar business activities or have similar economic features that would cause their ability to meet contractual obligations, including those to us, to be similarly affected by changes in economic conditions. We regularly monitor our portfolio to assess potential concentrations of credit risk. We believe our portfolio is reasonably well diversified and does not contain any unusual concentration of credit risks.

The majority of our directly owned real estate properties and related loans are located in the United States, and at June 30, 2009, Texas (15%), California (12%) and Michigan (10%) represented the only significant geographic concentrations (10% or more of current annualized lease revenue). As of June 30, 2009, no individual tenant accounted for more than 10% of current annualized lease revenue. As of June 30, 2009, our directly owned real estate properties contain significant concentrations in the following asset types: industrial (38%), office (36%) and warehouse/distribution (13%); and in the following tenant industries: telecommunications (16%) and business and commercial services (15%).

Note 11. Equity and Stock Based and Other Compensation

Stock Based and Other Compensation

The total compensation expense (net of forfeitures) for our stock-based compensation plans was $2.8 million and $1.8 million for the three months ended June 30, 2009 and 2008, respectively, and $5.3 million and $3.9 million for the six months ended June 30, 2009 and 2008, respectively. The tax benefit recognized by us related to stock-based compensation plans totaled $1.3 million and $0.8 million for the three months ended June 30, 2009 and 2008, respectively, and $2.3 million and $1.7 million for the six months ended June 30, 2009 and 2008, respectively.

18

Notes to Consolidated Financial Statements

We have several stock-based compensation plans or arrangements, including the 2009 Share Incentive Plan, 1997 Share Incentive Plan, 2009 Non-Employee Directors’ Incentive Plan, 1997 Non-Employee Directors’ Plan, Employee Share Purchase Plan and Partnership Equity Plan. There has been no significant activity or changes to the terms and conditions of any of these plans or arrangements during 2009, other than those described below.

1997 Share Incentive Plan

In January 2009, the compensation committee of our board of directors approved long-term incentive awards consisting of 123,550 restricted stock units, which represent the right to receive shares of our common stock based on established restrictions, and 152,000 performance share units, which represent the right to receive shares of our common stock based on the level of achievement during a specified performance period of one or more performance goals, under the 1997 Share Incentive Plan. The restricted stock units are scheduled to vest over three years. Vesting of the performance share units is conditional on certain performance goals being met by us during the performance period from January 1, 2009 through December 31, 2011. The ultimate number of shares to be issued upon vesting of performance share units will depend on the extent to which we meet the performance goals and can range from zero to three times the original “target” awards noted above. The compensation committee set goals for the 2009 grant with the expectation that the number of shares to be issued upon vesting of performance share units will be at target levels. Based in part on our results through June 30, 2009 and expectations at that date regarding our future performance, we currently anticipate that the performance goals will be met at target levels for three of the four goals and at threshold level, or 0.5 times the original award, for one goal. As a result, we currently expect to recognize compensation expense totaling approximately $7.1 million over the vesting period, of which $0.7 million and $1.0 million was recognized during the three and six months ended June 30, 2009, respectively. We will review our performance against these goals periodically and update expectations as warranted.

2009 Share Incentive Plan

In June 2009, our stockholders approved the 2009 Share Incentive Plan (the “2009 Incentive Plan”) to replace the predecessor plan, the 1997 Share Incentive Plan, except with respect to outstanding contractual obligations under the predecessor plan, so that no further awards can be made under that plan. The 2009 Incentive Plan authorizes the issuance of up to 3.6 million shares of our common stock and provides for the grant of (i) share options, (ii) restricted shares or units, (iii) performance shares or units, and (iv) dividend equivalent rights. The vesting of grants is accelerated upon a change in our control and under certain other conditions.

2009 Non-Employee Directors’ Incentive Plan

In June 2009, our stockholders approved the 2009 Non-Employee Directors’ Incentive Plan (the “2009 Directors’ Plan”), to replace the predecessor plan, the 1997 Non-Employee Directors’ Incentive Plan, except with respect to outstanding contractual obligations under the predecessor plan, so that no further awards can be made under that plan. The 2009 Directors’ Plan authorizes the issuance of 325,000 shares of our common stock and provides for the automatic annual grant of restricted share units with a total value of $50,000. In the discretion of our board of directors, the awards may also be in the form of share options or restricted shares, or any combination of the permitted awards.

Partnership Equity Plan Unit

During 2003, we adopted a non-qualified deferred compensation plan (the Partnership Equity Plan, or “PEP Plan”) under which a portion of any participating officer’s cash compensation in excess of designated amounts was deferred and the officer was awarded Partnership Equity Plan Units (“PEP Units”). The value of each PEP Unit was intended to correspond to the value of a share of the CPA^® REIT designated at the time of such award. During 2005, further contributions to the initial PEP Plan were terminated and it was succeeded by a second PEP Plan. As amended, payment under these plans will occur at the earlier of December 16, 2013 (in the case of the initial PEP Plan) or twelve years from the date of award. The award is fully vested upon grant. Each of the PEP Plans is a deferred compensation plan and is therefore considered to be outside the scope of SFAS 123R and subject to liability award accounting. The value of the plan is reflected at fair value each quarter and is subject to changes in the fair value of the PEP Units. Further contributions to the second PEP Plan were terminated as of December 31, 2007, however this termination did not affect any awardees’ rights pursuant to awards granted under this Plan. In December 2008, participants in the PEP Plan were required to make an election to either (i) remain in the PEP Plans, (ii) receive cash for their PEP Units (available to former employees only) or (iii) convert their PEP Units to fully vested restricted stock units (“RSUs”) (available to current employees only) to be issued under the 1997 Incentive Plan on June 15, 2009. Substantially all of the PEP participants elected to receive cash or convert their existing PEP Units to RSUs. In January 2009, we paid $2.0 million in cash to former employee participants who elected to receive cash for their PEP Units. As a result of the election to convert PEP Units to RSUs, we derecognized $9.5 million of our existing PEP liability and recorded a deferred compensation obligation within W. P. Carey members’ equity in the same amount during the second quarter of 2009. The PEP participants that elected RSUs received a number of RSUs equal to the total value of their PEP Units divided by the closing price of our common stock on that date. The PEP participants electing to receive RSUs were required to defer receipt of the underlying shares of our common stock for a minimum of two years. These participants are entitled to receive dividend equivalents equal to the amount of dividends paid on the underlying common stock during the deferral period. At June 30, 2009, we are obligated to issue $9.8 million of our common stock underlying RSUs, which is recorded within equity as deferred compensation obligation. The remaining PEP liability pertaining to participants who elected to remain in the plan was $0.7 million as of June 30, 2009.

19

Notes to Consolidated Financial Statements

Earnings Per Share

The following table summarizes basic and diluted earnings per share for the periods indicated (in thousands, except share amounts):

	Three months ended June 30,					Six months ended June 30,
	2009			2008		2009			2008
Net income attributable to W. P. Carey members	$	14,977		$	19,848	$	32,686		$	36,949
Allocation of distributions paid on unvested restricted stock units in excess of net income		(296	)		53		(592	)		(106	)
Net income — basic		14,681			19,901		32,094			36,843
Income effect of dilutive securities, net of taxes		62			260		193			403
Net income — diluted	$	14,743		$	20,161	$	32,287		$	37,246
Weighted average shares outstanding — basic		39,350,684			39,204,221		39,067,391			39,039,617
Effect of dilutive securities		714,811			1,052,437		713,317			1,231,568
Weighted average shares outstanding — diluted		40,065,495			40,256,658		39,780,708			40,271,185

As described in Note 2, we adopted FSP EITF 03-6-1 on January 1, 2009. Our unvested restricted stock units contain rights to receive nonforfeitable distributions, and thus, are participating securities requiring the two-class method of computing earnings per share. The calculation of earnings per share above excludes the income attributable to the unvested restricted stock units from the numerator.

Securities included in our diluted earnings per share determination consist of stock options and restricted stock. Securities totaling 1.8 million shares and 2.0 million shares for the three and six months ended June 30, 2009, respectively, were excluded from the earnings per share computations above as their effect would have been anti-dilutive. There were no such anti-dilutive securities for the three and six months ended June 30, 2008.

Share Repurchase Program

In December 2008, the Executive Committee of our board of directors (the “Executive Committee”) approved a program to repurchase up to $10.0 million of our common stock through March 4, 2009 or the date the maximum was reached, if earlier. During the term of this program, we repurchased a total of $9.3 million of our common stock. In March 2009, our Executive Committee approved a further program to repurchase up to an additional $3.5 million of our common stock through March 27, 2009 or the date the maximum was reached, if earlier. During the term of this program, we repurchased an additional $2.8 million of our common stock.

Other

We have employment contracts with certain senior executives. These contracts provide for severance payments in the event of termination under certain conditions including a change of control.

During the three months ended June 30, 2009 and 2008, we recognized severance costs totaling approximately $0.1 million and $0.2 million, respectively, related to several former employees. During the six months ended June 30, 2009 and 2008, we recognized severance costs totaling approximately $1.4 million and $0.7 million, respectively. Such costs are included in general and administrative expenses in the accompanying consolidated financial statements.

Note 12. Noncontrolling Interests

On January 1, 2009, we adopted SFAS 160 as required. SFAS 160 establishes and expands accounting and reporting standards for noncontrolling interests in a subsidiary, which have been recharacterized as noncontrolling interests, and, if applicable, the deconsolidation of a subsidiary. There were no changes in our ownership interest in any of our consolidated subsidiaries for six months ended June 30, 2009.

20

Notes to Consolidated Financial Statements

The following table presents a reconciliation of total equity, the equity attributable to our shareholders and the equity attributable to noncontrolling interests (in thousands):

				W. P. Carey			Noncontrolling
	Total			Members			Interests
Balance at January 1, 2008	$	632,710		$	626,560		$	6,150
Shares issued		23,342			23,342			—
Contributions		2,582			—			2,582
Redemption value adjustment		(322	)		(322	)		—
Net income		77,097			78,047			(950	)
Stock based compensation expense under SFAS 123R		7,285			7,285			—
Windfall tax benefits — share incentive plans		2,156			2,156			—
Distributions		(79,454	)		(77,986	)		(1,468	)
Change in other comprehensive loss		(3,648	)		(3,566	)		(82	)
Shares repurchased		(15,413	)		(15,413	)		—
Balance at January 1, 2009		646,335			640,103			6,232
Shares issued		874			874			—
Contributions		1,583			102			1,481
Redemption value adjustment		336			336			—
Net income		32,313			32,686			(373	)
Stock based compensation expense under SFAS 123R		5,260			5,260			—
Windfall tax benefits — share incentive plans		242			242			—
Distributions		(39,661	)		(39,005	)		(656	)
Deferred compensation obligation		9,461			9,461			—
Change in other comprehensive loss		(248	)		(244	)		(4	)
Shares repurchased		(11,514	)		(11,514	)		—
Balance at June 30, 2009	$	644,981		$	638,301		$	6,680

Redeemable Noncontrolling Interests

As a result of adopting SFAS 160 on January 1, 2009, we account for the noncontrolling interests in WPCI as redeemable noncontrolling interests and reflect the partners’ interest at estimated redemption value for all periods presented. Redeemable noncontrolling interests, as presented on the consolidated balance sheets, reflect adjustments of $(0.3) million and $0.3 million at June 30, 2009 and December 31, 2008, respectively, to present the partners’ interest at redemption value.

The following table presents a reconciliation of redeemable noncontrolling interests (in thousands):

Balance at January 1, 2008	$	20,394
Redemption value adjustment		322
Net income		1,508
Distributions		(4,139	)
Balance at January 1, 2009		18,085
Redemption value adjustment		(336	)
Net income		338
Distributions		(2,969	)
Change in other comprehensive loss		8
Balance at June 30, 2009	$	15,126

Note 13. Income Taxes

We have elected to be treated as a partnership for U.S. federal income tax purposes. As partnerships, we and our partnerships subsidiaries are generally not directly subject to tax. We conduct our investment management services primarily through taxable subsidiaries. These operations are subject to federal, state, local and foreign taxes, as applicable. We conduct business in the United States and Europe, and as a result, we or one or more of our subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and certain foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations for years before 2004. Certain of our inter-company transactions that have been eliminated in consolidation for financial accounting purposes are also subject to taxation. Periodically, shares in the CPA^® REITs that are payable to our taxable subsidiaries in consideration for services rendered are distributed from these subsidiaries to us.

21

Notes to Consolidated Financial Statements

At June 30, 2009, we had unrecognized tax benefits of $0.6 million (net of federal benefits) that, if recognized, would favorably affect the effective income tax rate in any future periods. We recognize interest and penalties related to uncertain tax positions in income tax expense. As of June 30, 2009, we had $0.1 million of accrued interest and penalties related to uncertain tax positions.

During the next year, we currently expect the liability for uncertain taxes to increase on a similar basis to the additions that occurred in 2008. Our tax returns are subject to audit by taxing authorities. Such audits can often take years to complete and settle. (The tax years 2005-2008 remain open to examination by the major taxing jurisdictions to which we are subject.)

Our wholly owned REIT subsidiary, Carey REIT II, Inc. (“Carey REIT II”), owns our real estate assets and has elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, with the filing of its 2007 return. In order to maintain its qualification as a REIT, Carey REIT II is required to, among other things, distribute at least 90% of its REIT net taxable income to its shareholders (excluding net capital gains) and meet certain tests regarding the nature of its income and assets. As a REIT, Carey REIT II is not subject to U.S. federal income tax with respect to the portion of its income that meets certain criteria and is distributed annually to shareholders. Accordingly, no provision for U.S. federal income taxes is included in the consolidated financial statements. We believe we have operated, and we intend to continue to operate, in a manner that allows Carey REIT II to continue to meet the requirements for taxation as a REIT. Many of these requirements, however, are highly technical and complex. If we were to fail to meet these requirements, Carey REIT II would be subject to U.S. federal income tax.

Note 14. Segment Reporting

We evaluate our results from operations by our two major business segments as follows:

Investment Management

This business segment includes investment management services performed for the CPA^® REITs pursuant to advisory agreements. This business line also includes interest on deferred revenue and earnings from unconsolidated investments in the CPA^® REITs accounted for under the equity method, which were received in lieu of cash for certain payments due under the advisory agreements. In connection with maintaining our status as a publicly traded partnership, this business segment is carried out largely by corporate subsidiaries that are subject to federal, state, local and foreign taxes as applicable. Our financial statements are prepared on a consolidated basis including these taxable operations and include a provision for current and deferred taxes on these operations.

Real Estate Ownership

This business segment owns and invests in commercial properties globally that are then leased to companies, primarily on a triple net lease basis and includes the operations from such investments. Because of our legal structure, these operations are generally not subject to U.S. federal income taxes; however, they may be subject to certain state, local and foreign taxes.

22

Notes to Consolidated Financial Statements

The following table presents a summary of comparative results of these business segments (in thousands):

	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
Investment Management
Revenues (a)	$	32,304		$	35,776		$	71,910		$	70,824
Operating expenses (a)		(25,628	)		(25,318	)		(52,404	)		(50,313	)
Other, net (b)		2,718			4,221			2,358			7,883
Provision for income taxes		(3,440	)		(7,556	)		(9,205	)		(14,340	)
Income from continuing operations attributable to W. P. Carey members	$	5,954		$	7,123		$	12,659		$	14,054
Real Estate Ownership (c)
Revenues	$	23,122		$	22,601		$	44,732		$	44,798
Operating expenses		(12,504	)		(11,147	)		(23,429	)		(22,276	)
Interest expense		(3,923	)		(4,532	)		(8,252	)		(9,575	)
Other, net (b)		2,785			1,936			8,028			6,468
Provision for income taxes		(280	)		134			(715	)		(226	)
Income from continuing operations attributable to W. P. Carey members	$	9,200		$	8,992		$	20,364		$	19,189
Total Company
Revenues (a)	$	55,426		$	58,377		$	116,642		$	115,622
Operating expenses (a)		(38,132	)		(36,465	)		(75,833	)		(72,589	)
Interest expense		(3,923	)		(4,532	)		(8,252	)		(9,575	)
Other, net (b)		5,503			6,157			10,386			14,351
Provision for income taxes		(3,720	)		(7,422	)		(9,920	)		(14,566	)
Income from continuing operations attributable to W. P. Carey members	$	15,154		$	16,115		$	33,023		$	33,243

	Equity Investments in Real Estate as of				Total Long-Lived Assets(d) as of				Total Assets as of
	June 30, 2009		December 31, 2008		June 30, 2009		December 31, 2008		June 30, 2009		December 31, 2008
Investment Management	$	209,571	$	200,971	$	217,460	$	210,249	$	339,835	$	346,568
Real Estate Ownership (c)		99,927		59,649		746,274		734,544		797,210		764,568
Total Company	$	309,498	$	260,620	$	963,734	$	944,793	$	1,137,045	$	1,111,136

(a)	Included in revenues and operating expenses are reimbursable costs from affiliates totaling $11.1 million for each of the three month periods ended June 30, 2009 and 2008, and $20.1 million and $21.4 million for the six months ended June 30, 2009 and 2008, respectively.
(b)	Includes interest income, income from equity investments in real estate, income (loss) attributable to noncontrolling interests and other income and expenses.
(c)	Includes investments in France, Poland and Germany that accounted for lease revenues (rental income and interest income from direct financing leases) of $1.8 million and $1.9 million for the three months ended June 30, 2009 and 2008, respectively, and $3.6 million and $3.8 million for the six months ended June 30, 2009 and 2008, respectively, as well as income from equity investments in real estate of $1.3 million and $1.7 million for the three months ended June 30, 2009 and 2008, respectively, and $3.0 million and $3.1 million for the six months ended June 30, 2009 and 2008, respectively. These investments also accounted for long-lived assets as of June 30, 2009 and December 31, 2008 of $47.6 million and $48.5 million, respectively.
(d)	Includes real estate, net investment in direct financing leases, equity investments in real estate, operating real estate and intangible assets related to management contracts.

23

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to provide the reader with information that will assist in understanding our financial statements and the reasons for changes in certain key components of our financial statements from period to period. MD&A also provides the reader with our perspective on our financial position and liquidity, as well as certain other factors that may affect our future results. The discussion also provides information about the financial results of the segments of our business to provide a better understanding of how these segments and their results affect our financial condition and results of operations. Our MD&A should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2008.

Business Overview

We provide long-term sale-leaseback and build-to-suit transactions for companies worldwide and manage a global investment portfolio of over 870 properties, including our own portfolio. We operate in two business segments, investment management and real estate ownership, as described below.

Investment Management — We provide services to four affiliated publicly-owned, non-traded real estate investment trusts: CPA^®:14, CPA^®:15, CPA^®:16 — Global and CPA^®:17 — Global (collectively, the “CPA^® REITs”). We structure and negotiate investment and debt placement transactions for the CPA^® REITs (for which we earn structuring revenue) and provide on-going management of their portfolios (for which we earn asset-based management and performance revenues). Asset-based management and performance revenues from the CPA^® REITs are based on real estate-related assets under management. As funds available to the CPA^® REITs are invested, the asset base for which we earn revenue increases. This asset base is subject to annual valuations once each CPA^® REIT becomes fully invested, and may increase or decrease as a result. In addition, we receive a percentage of distributions of available cash from CPA^®:17 — Global’s operating partnership. We may also earn incentive and disposition revenue and receive other compensation in connection with providing liquidity alternatives to CPA^® REIT shareholders. Collectively, the CPA^® REITs own all or a portion of over 730 properties, including certain properties in which we have an ownership interest. Substantially all of these properties, totaling approximately 92.1 million square feet (on a pro rata basis), are net leased to 217 tenants, with an occupancy rate of 98% at June 30, 2009.

Real Estate Ownership — We own and invest in commercial properties globally that are then leased to companies, primarily on a triple-net leased basis, which requires the tenant to pay substantially all of the costs associated with operating and maintaining the property. We may also invest in other properties on an opportunistic basis. Our portfolio is comprised of our full or partial ownership interest in 173 properties, including certain properties in which the CPA^® REITs have an ownership interest. Substantially all of these properties, totaling approximately 17 million square feet (on a pro rata basis), are net leased to 82 tenants, with an occupancy rate of 94% at June 30, 2009.

Financial Highlights

(in thousands)

	Three months ended June 30,				Six months ended June 30,
	2009		2008		2009		2008
Total revenue (excluding reimbursed costs from affiliates) (a)	$	44,311	$	47,297	$	96,531	$	94,176
Net income attributable to W. P. Carey members (b)		14,977		19,848		32,686		36,949
Cash flow from operating activities (c)						34,683		27,219

(a)	Revenues from our investment management operations fluctuate period to period based primarily on the volume of investments structured on behalf of the CPA® REITs. Investment volume was lower in the second quarter of 2009 as compared to the second quarter of 2008, while investment volume was higher in the six months ended June 30, 2009 compared to the prior year period. Lease revenues from our real estate ownership operations declined slightly in both the three and six months ended June 30, 2009 compared to the respective year earlier periods.
(b)	Net income from our real estate operations for the three and six months ended June 30, 2009 included impairment charges totaling $2.3 million. In addition, net income for each of the three and six months ended June 30, 2008 included $3.8 million related to a litigation settlement received from a former tenant.
(c)	Our cash flows fluctuate period to period due to a number of factors, as described in “Financial Condition” below. Cash flow in 2008 was affected by the payment of $30.0 million related to the SEC Settlement (Note 8).

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Our quarterly cash distribution increased to $0.498 per share for the second quarter of 2009, or $1.992 per share on an annualized basis.

We consider the performance metrics described above as well as certain non-GAAP performance metrics to be important measures in the evaluation of our results of operations, liquidity and capital resources. We evaluate our results of operations with a primary focus on increasing and enhancing the value, quality and amount of assets under management by our investment management segment and seeking to increase value in our real estate ownership segment. Results of operations by reportable segment are described below.

Current Trends

The deterioration in the credit and real estate financing markets that began in the second half of 2007 and accelerated during 2008 has resulted in a severe financial and economic crisis that persists at the date of this Report and is likely to continue for a significant period of time. The full magnitude, effects and duration of the current financial and economic crisis cannot be predicted. As of the date of this Report, one of the major effects of the economic crisis on our business has been to increase levels of financial distress for tenants in our own portfolio as well as in the portfolios of the CPA^® REITs, with several tenants recently filing for bankruptcy protection. The level of market volatility necessarily renders any discussion of current trends that affect our business segments highly uncertain. Nevertheless, as of the date of this Report, the impact of current financial economic trends on our business segments, and our response to those trends, is presented below.

Investment Opportunities

As a result of the lack of liquidity in the credit and real estate financing markets, we believe sale-leaseback transactions can often be a particularly attractive alternative for a corporation seeking to raise capital. As a result, there may be increased and more attractive investment opportunities for the CPA^® REITs. In addition, as a result of the continued deterioration in these markets, we believe there has been a decrease in the level of competition for the investments we make on behalf of the CPA^® REITs, both domestically and internationally.

We are seeing increasingly attractive pricing on sale-leaseback investment opportunities, although we continue to experience challenges in completing transactions as a result of slow acceptance of pricing changes by sellers and the difficult financing markets, which has negatively affected our investment volume on behalf of the CPA^® REITs. In this environment, however, we have been able to achieve financing on some of the investments structured on behalf of the CPA^® REITs and when financing has not been available we have achieved desired returns that have allowed us to structure transactions on behalf of the CPA^® REITs without financing. We structured investments on behalf of the CPA^® REITs totaling $2.5 million in the second quarter of 2009. During the six months ended June 30, 2009, we structured investments on behalf of the CPA^® REITs totaling $233.8 million. We earn structuring revenue on acquisitions structured on behalf of the CPA^® REITs and expect such revenue to fluctuate based on changes in our investment volume period over period.

In July 2009, we completed our first international investment of 2009 on behalf of the CPA^® REITs (see Financing Conditions below). In recent years, international investments have made up a significant portion of our investment activity on behalf of the CPA^® REITs (46% of total real estate investments in 2008). We currently expect international transactions to continue to comprise a significant portion of the investments we structure, although the percentage of international investments in any given period may vary.

Financing Conditions

Real estate financing markets deteriorated significantly during 2008. Current market conditions have continued to make it relatively more difficult for us to finance investments on behalf of the CPA^® REITs, both domestically and internationally. While the investments we structured during the six months ended June 30, 2009 on behalf of the CPA^® REITs were completed without financing, we are actively seeking financing for these investments. In July 2009, we obtained non-recourse mortgage financing of $23.4 million on an investment that we structured on behalf of the CPA^® REITs in 2008, and we also structured a $93.6 million sale-leaseback transaction in Hungary on behalf of two of our CPA^® REITs that was funded in part by non-recourse mortgage financing of $49.5 million. However, despite these positive indicators, financing for larger transactions and for certain property types generally remains unavailable.

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Although the economic crisis has also made it relatively more difficult to refinance maturing debt, we have been able to do so in most instances on generally attractive terms given current market conditions. In our own portfolio, in June 2009 we refinanced a maturing non-recourse mortgage loan of $11.9 million with new non-recourse financing of $14.0 million that is scheduled to mature in 2019. During the six months ended June 30, 2009, we also refinanced maturing debt totaling $25.7 million on behalf of the CPA^® REITs, obtaining new non-recourse mortgage financing totaling $30.2 million that is scheduled to mature between 2012 and 2034. We have balloon payments totaling $19.8 million on our consolidated investments that will be due during the remainder of 2009, with an additional $4.4 million due during 2010 and $24.5 million due during 2011. In addition, as of June 30, 2009, the CPA^® REITs have aggregate balloon payments totaling $55.0 million due during the remainder of 2009, $95.8 million in 2010 and $361.3 million in 2011, inclusive of our share of the balloon payments totaling $24.9 million due in 2011. In July 2009, CPA^®:15 sold four vacant properties back to the tenant and used the proceeds to partially prepay the existing $66.6 million balloon payments that were scheduled to mature in 2011. We are actively seeking to refinance this debt but believe we and the CPA^® REITs have sufficient cash resources to make these payments, if necessary. In both our own portfolio and those of the CPA^® REITs, property level debt is non-recourse, which means that if we or any of the CPA^® REITs default on a mortgage obligation, our exposure is generally limited to our equity invested in that property.

Corporate Defaults

We expect that many of the tenants in our own portfolio and the CPA^® REIT portfolios will continue to experience financial stress until general economic conditions improve. We expect these conditions to continue in the near term and cannot predict when they will recover. Tenants in financial distress may become delinquent on their rent and/or default on their leases and, if they file for bankruptcy protection, may reject our lease in bankruptcy court, all of which may require us or the CPA^® REITs to incur impairment charges. Even where a default has not occurred and a tenant is continuing to make the required lease payments, the tenant’s credit profile may deteriorate, which could affect the value of the leased asset and could in turn require us or the CPA^® REITs to incur impairment charges.

The CPA^® REITs have experienced increased levels of corporate defaults recently, and we anticipate that there may be additional corporate defaults at least during the remainder of 2009. While we have no significant exposure to tenants operating under bankruptcy protection in our own portfolio, the CPA^® REITs have several tenants that are operating under bankruptcy protection as of June 30, 2009. During the six months ended June 30, 2009 we have incurred impairment charges on our own portfolio totaling $2.3 million and the CPA^® REITs have incurred impairment charges aggregating $54.6 million. As a result of the CPA^® REIT impairment charges, our income from equity investments in the CPA^® REITs declined by $2.8 million for the six months ended June 30, 2009 as a result of impairment charges incurred by the CPA^® REITs.

To mitigate these risks, we seek to invest in assets that are critically important to a tenant’s operations and have attempted to diversify those portfolios by tenant and tenant industry. We also monitor tenant performance through review of rent delinquencies as a precursor to a potential default, meetings with management and review of financial statements and compliance with any financial covenants. When necessary, our asset management process includes restructuring transactions to meet the evolving needs of tenants, re-leasing properties, refinancing debt, and selling properties, where possible, as well as protecting our rights when tenants default or enter into bankruptcy.

Fundraising

We began fundraising for CPA^®:17 — Global in December 2007. Fundraising trends are very difficult to predict, particularly in the current economic environment. Although industry fundraising has generally been trending downward in the first half of 2009, we have experienced increases, in our month over month fundraising results so far in 2009. We raised more than $100.0 million for CPA^®:17 — Global’s initial public offering in the second quarter of 2009. This represents a $29.0 million increase over the first quarter of 2009. Since inception, we have raised more than $550.0 million for CPA^®:17 — Global through July 31, 2009. We have made a concerted effort to broaden our distribution channels and are beginning to see a greater portion of our fundraising come from multiple channels as a result of these efforts. We expect these trends to continue for the remainder of 2009.

Net Asset Values and Redemptions

We own shares in the CPA^® REITs and earn asset management revenue based on a percentage of average invested assets for each CPA^® REIT. As such, we benefit from rising investment values and are negatively impacted when these values decrease. As a result of market conditions worsening during 2008, asset values declined across all asset types, and the estimated net asset valuations for the CPA^® REITs as of December 31, 2008 declined as well, which has negatively impacted our asset management revenue during the six months ended June 30, 2009. The net asset valuations of the CPA^® REITs are based on a number of variables, including individual tenant credits, tenant defaults, lease terms, lending credit spreads, and foreign currency exchange rates, among other variables. We do not control these variables and as such, cannot predict whether current trends in some or all of these variables will continue in the future.

CPA^®:15 and, to a lesser extent, CPA^®:14 and CPA^®:16 — Global have experienced higher levels of share redemptions during 2008 and 2009, which consume cash. In June 2009, CPA^®:15’s board of directors approved the suspension of its redemption plan, effective for all redemption requests received subsequent to June 1, 2009. The suspension will remain in effect until CPA^®:15’s board of directors, in its discretion, determines to reinstate the redemption plan. To date, however, the CPA^® REITs, including CPA^®:15, have not experienced conditions that have affected their ability to pay dividends.

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Lease Expirations

A significant amount of the leases in our own portfolio expire by 2011. Based on annualized contractual lease revenue, lease expirations for each of the next few years are as follows: 3% in the remainder of 2009, 18% in 2010, and 9% in 2011. We actively manage our portfolio and work with tenants generally beginning three years prior to lease expiration. In certain cases, we obtain lease renewals from our tenants. However, tenants may exercise purchase options rather than renew their lease, while in other cases we may seek replacement tenants or sell the property. We currently expect that most of our leases due to expire in the remainder of 2009 and 2010 will be renewed by our tenants, on what we believe are generally attractive terms given current market conditions. We expect that the leases will be mostly renewed with their existing tenants, which will allow us to avoid downtime, paying operating costs and tenant improvements in most cases. On the other hand, we expect lease revenues for these assets will be lower for the remainder of 2009 and 2010 as a result of negotiating renewal terms. Lease expirations may also affect the cash flow of certain of the CPA^® REITs, particularly CPA^®:14 and CPA^®:15.

Other Factors

Our leases and those of the CPA^® REITs generally have rent adjustments based on formulas indexed to changes in the consumer price index (“CPI”) or other similar indices for the jurisdiction in which the property is located. Because these rent adjustments may be calculated based on changes in the CPI over a multi-year period, changes in inflation rates can have a delayed impact on our results of operations. Rent adjustments during 2008 and the six months ended June 30, 2009 have generally benefited from increases in inflation rates during the years prior to the scheduled rent increase date. At present, inflation rates in the U.S. and the Euro zone are declining rapidly, which we currently expect will result in a reduction in rent increases in our own portfolio and in the CPA^® REITs in coming years.

We have foreign investments and as a result are subject to risk from the effects of exchange rate movements. Our results of foreign operations benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar relative to foreign currencies. Despite the weakening of the U.S. dollar during the second quarter of 2009, the average rate for the U.S. dollar in relation to the Euro strengthened by approximately 13% during both the second quarter of 2009 and the six months ended June 30, 2009 in comparison to the same periods in 2008, resulting in a negative impact on our results of operations for Euro-denominated investments. Investments denominated in the Euro accounted for approximately 9% of our annualized lease revenues for each of the six-month periods ended June 30, 2009 and 2008, and 29% and 32 % of aggregate lease revenues for the CPA^® REITs revenues for each of the six-month periods ended June 30, 2009 and 2008, respectively.

Carey Storage Transaction

In January 2009, Carey Storage completed a transaction whereby it received cash proceeds of $21.9 million, plus a commitment to invest up to a further $8.1 million of equity, from a third party to fund the purchase of self-storage assets in the future in exchange for a 60% interest in its self storage portfolio. Carey Storage incurred transaction-related costs totaling approximately $1.0 million in connection with this transaction. Due to an option to repurchase this interest at fair value, we account for this transaction under the profit sharing method.

In connection with this transaction, Carey Storage repaid, in full, the $35.0 million outstanding balance on its secured credit facility at a discount for $28.0 million and recognized a gain of $7.0 million on the repayment of this debt, inclusive of the third party’s interest of $4.2 million. The debt repayment was financed with a portion of the proceeds from the exchange of the 60% interest and non-recourse debt with a new lender totaling $25.0 million, of which $18.0 million is secured by individual mortgages on seven of the self storage properties in the portfolio and $7.0 million is secured by individual mortgages on the other six self storage properties in the portfolio. The new financing bears interest at a fixed rate of 7% per annum and has a 10 year term with a rate reset after 5 years.

We reflect our Carey Storage operations in our real estate ownership segment. The $7.0 million gain recognized on the debt repayment and the third party’s interest in this gain of $4.2 million are both reflected in Other income and expenses in the consolidated financial statements. Costs totaling $1.0 million incurred in structuring the transaction and bringing in a new investor into these operations are reflected in General and administrative expenses in our investment management segment.

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Results of Operations

We evaluate our results of operations by our two major business segments — investment management and real estate ownership. A summary of comparative results of these business segments is as follows:

Investment Management (in thousands)

	Three months ended June 30,									Six months ended June 30,
	2009			2008			Change			2009			2008			Change
Revenues
Asset management revenue	$	19,227		$	20,039		$	(812	)	$	38,335		$	40,165		$	(1,830	)
Structuring revenue		365			3,169			(2,804	)		10,774			6,585			4,189
Wholesaling revenue		1,597			1,488			109			2,690			2,628			62
Reimbursed costs from affiliates		11,115			11,080			35			20,111			21,446			(1,335	)
		32,304			35,776			(3,472	)		71,910			70,824			1,086
Operating Expenses
General and administrative		(13,477	)		(13,143	)		(334	)		(30,659	)		(26,742	)		(3,917	)
Reimbursable costs		(11,115	)		(11,080	)		(35	)		(20,111	)		(21,446	)		1,335
Depreciation and amortization		(1,036	)		(1,095	)		59			(1,634	)		(2,125	)		491
		(25,628	)		(25,318	)		(310	)		(52,404	)		(50,313	)		(2,091	)
Other Income and Expenses
Other interest income		377			548			(171	)		733			1,081			(348	)
Income from equity investments in CPA® REITs		1,779			1,738			41			575			4,559			(3,984	)
Other income and expenses		60			1,850			(1,790	)		195			1,850			(1,655	)
		2,216			4,136			(1,920	)		1,503			7,490			(5,987	)
Income from continuing operations before income taxes		8,892			14,594			(5,702	)		21,009			28,001			(6,992	)
Provision for income taxes		(3,440	)		(7,556	)		4,116			(9,205	)		(14,340	)		5,135
Net income from investment management		5,452			7,038			(1,586	)		11,804			13,661			(1,857	)
Add: Net loss attributable to noncontrolling interests		605			557			48			1,193			1,126			67
Less: Net income attributable to redeemable noncontrolling interests		(103	)		(472	)		369			(338	)		(733	)		395
Net income from investment management attributable to W. P. Carey members	$	5,954		$	7,123		$	(1,169	)	$	12,659		$	14,054		$	(1,395	)

Asset Management Revenue

We earn asset management revenue (asset-based management and performance revenue) from the CPA^® REITs based on assets under management. As funds available to the CPA^® REITs are invested, the asset base for which we earn revenue increases. The asset management revenue that we earn may increase or decrease depending upon (i) increases in the CPA^® REIT asset bases as a result of new investments; (ii) decreases in the CPA^® REIT asset bases resulting from sales of investments; (iii) increases or decreases in the annual estimated net asset valuations of CPA^® REIT funds (which are not recorded for financial reporting purposes); (iv) increases or decreases in distributions of available cash (for CPA^®:17 — Global only); and (v) whether the CPA^® REITs are meeting their performance criteria. The availability of funds for new investments is substantially dependent on our ability to raise funds for investment by the CPA^® REITs.

For the three and six months ended June 30, 2009 as compared to the same periods in 2008, asset management revenue decreased by $0.8 million and $1.8 million, respectively, primarily due to a decline in the annual estimated net asset valuations of CPA^® REIT funds as described below.

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We obtain estimated net asset valuations for the CPA^® REITs on an annual basis and sometimes on an interim basis, which occurs generally in connection with our consideration of potential liquidity events. Currently, annual estimated net asset valuations are performed for CPA^®:14, CPA^®:15 and CPA^®:16 — Global. The following table presents recent estimated net asset valuations per share for these REITs:

	December 31,
	2008		2007
CPA®:14 (a)	$	13.00	$	14.50
CPA®:15		11.50		12.20
CPA®:16 — Global		9.80		10.00

(a) An interim valuation was performed for CPA^®:14 as of April 30, 2008 in connection with considering potential liquidity alternatives. This interim valuation resulted in an estimated net asset valuation of $14.00 per share.

Structuring Revenue

Structuring revenue is dependent on investment activity, which is subject to significant period-to-period variation.

For the three months ended June 30, 2009 as compared to the same period in 2008, structuring revenue decreased by $2.8 million, primarily due to lower investment volume in the current year period in which we structured real estate investments on behalf of the CPA^® REITs totaling $2.5 million, compared to $68.0 million for the three months ended June 30, 2008. In addition, during the second quarter of 2008 we acquired $20.0 million of commercial mortgage backed securities on behalf of CPA^®:17 — Global, for which we earned structuring revenues of 1% compared to an average of 4.5% that we generally earn for structuring long-term net lease investments on behalf of the CPA^® REITs (Note 3).

For the six months ended June 30, 2009 as compared to the same period in 2008, structuring revenue increased by $4.2 million, primarily due to a higher investment volume in the current year period in which we structured real estate investments on behalf of the CPA^® REITs totaling $233.8 million, compared to $125.0 million for the six months ended June 30, 2008.

Reimbursed and Reimbursable Costs

Reimbursed costs from affiliates (revenue) and reimbursable costs (expenses) represent costs incurred by us on behalf of the CPA^® REITs, consisting primarily of broker-dealer commissions and marketing and personnel costs, which are reimbursed by the CPA^® REITs. Revenue from reimbursed costs from affiliates is offset by corresponding charges to reimbursable costs and therefore has no impact on net income.

For the three months ended June 30, 2009 as compared to the same period in 2008, reimbursed and reimbursable costs were relatively the same. For the six months ended June 30, 2009 as compared to the same period in 2008, reimbursed and reimbursable costs decreased by $1.3 million, primarily due to a decrease in commissions paid to broker-dealers related to CPA^®:17 — Global’s initial public offering, which commenced in December 2007. Funds raised during the first six months of CPA^®:17 — Global’s offering in 2008 were slightly higher than in the same period in 2009.

General and Administrative

For the three months ended June 30, 2009 as compared to the same period in 2008, general and administrative expenses increased by $0.3 million, primarily due to an increase in underwriting costs incurred by Carey Financial, our broker dealer subsidiary, in connection with CPA^®:17 — Global’s initial public offering. These underwriting costs were partially offset by wholesaling revenue, which we earn based on the number of shares of CPA^®:17 — Global sold.

For the six months ended June 30, 2009 as compared to the same period in 2008, general and administrative expenses increased by $3.9 million, primarily due to increases in compensation-related costs of $3.3 million, underwriting costs related to CPA^®:17 — Global’s initial public offering of $0.5 million as described above and office expenses of $0.4 million. These increases were partially offset by a decrease in professional fees of $0.5 million. Compensation-related costs were higher in the current year period due to several factors, including an increase of $1.4 million in the amortization of stock-based compensation to key officers and directors, a $0.7 million increase in severance costs and a $0.3 million increase in commissions to investment officers as a result of higher investment volume during the current year period. The addition of our Amsterdam office in July 2008 also contributed to the increase in compensation as well as the increase in office expense. Although we incurred transaction-related costs totaling $1.0 million in connection with the Carey Storage transaction during the first quarter of 2009 (see Carey Storage Transaction above), overall, professional fees were lower in the current year period primarily due to fees incurred in the prior year period in connection with the SEC settlement in the first quarter of 2008.

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Income from Equity Investments in CPA^® REITs

Income or loss from equity investments in CPA^® REITs represents our proportionate share of net income or loss (revenues less expenses) from our investments in the CPA^® REITs in which we have a non-controlling interest but exercise significant influence.

For the three months ended June 30, 2009 as compared to the same period in 2008, income from equity investments in CPA^® REITs was relatively the same. For the six months ended June 30, 2009 as compared to the same period in 2008, income from equity investments in CPA^® REITs decreased by $4.0 million, primarily due to lower net income from CPA^®:14, CPA^®:15 and CPA^®:16 — Global in the current year period. Results of operations for each of CPA^®:14 and CPA^®:15 during the six months ended June 30, 2008 included income recognized in connection with the settlement of an SEC investigation (Note 8). In addition, net income for CPA^®:15 and CPA^®:16 — Global during the six months ended June 30, 2009 included impairment charges totaling $33.5 million and $21.1 million, respectively. Our share of CPA^®:17 — Global’s operating results for all periods presented was not significant as it is currently in its fundraising phase and has made a limited number of investments.

Other Income and Expenses

For the three and six months ended June 30, 2009 as compared to the same periods in 2008, other income and expenses decreased by $1.8 million and $1.7 million, respectively, primarily due to an insurance reimbursement in the second quarter of 2008 of certain professional services costs incurred in connection with the SEC investigation that we settled in the first quarter of 2008.

Provision for Income Taxes

For the three and six months ended June 30, 2009 as compared to the same periods in 2008, provision for income taxes decreased by $4.1 million and $5.1 million, respectively. The reduction for the current year periods was due to several factors, including international asset management revenue being taxed in a foreign jurisdiction beginning in the third quarter of 2008, reductions in tax-generating intercompany transactions and a reduction in the amount of shares in the CPA^® REITs that we hold in taxable subsidiaries.

Net Income from Investment Management Attributable to W. P. Carey Members

For the three and six months ended June 30, 2009 as compared to the same periods in 2008, the resulting net income from investment management attributable to W. P. Carey members decreased by $1.2 million and $1.4 million, respectively.

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Real Estate Ownership (in thousands)

	Three months ended June 30,									Six months ended June 30,
	2009			2008			Change			2009			2008			Change
Revenues
Lease revenues	$	18,473		$	19,296		$	(823	)	$	36,828		$	38,371		$	(1,543	)
Other real estate income		4,649			3,305			1,344			7,904			6,427			1,477
		23,122			22,601			521			44,732			44,798			(66	)
Operating Expenses
General and administrative		(833	)		(2,673	)		1,840			(2,750	)		(4,487	)		1,737
Depreciation and amortization		(6,084	)		(5,083	)		(1,001	)		(11,115	)		(10,042	)		(1,073	)
Property expenses		(2,180	)		(1,245	)		(935	)		(4,026	)		(3,532	)		(494	)
Impairment charges		(1,700	)		—			(1,700	)		(1,700	)		—			(1,700	)
Other real estate expenses		(1,707	)		(2,146	)		439			(3,838	)		(4,215	)		377
		(12,504	)		(11,147	)		(1,357	)		(23,429	)		(22,276	)		(1,153	)
Other Income and Expenses
Other interest income		24			131			(107	)		75			359			(284	)
Income from equity investments in real estate		3,096			2,196			900			5,687			4,086			1,601
Other income and expenses		67			(2	)		69			3,086			2,809			277
Interest expense		(3,923	)		(4,532	)		609			(8,252	)		(9,575	)		1,323
		(736	)		(2,207	)		1,471			596			(2,321	)		2,917
Income from continuing operations before income taxes		9,882			9,247			635			21,899			20,201			1,698
Provision for income taxes		(280	)		134			(414	)		(715	)		(226	)		(489	)
Income from continuing operations		9,602			9,381			221			21,184			19,975			1,209
(Loss) income from discontinued operations		(177	)		3,733			(3,910	)		(337	)		3,706			(4,043	)
Net income from real estate ownership		9,425			13,114			(3,689	)		20,847			23,681			(2,834	)
Less: Net income attributable to noncontrolling interests		(402	)		(389	)		(13	)		(820	)		(786	)		(34	)
Net income from real estate ownership attributable to W. P. Carey members	$	9,023		$	12,725		$	(3,702	)	$	20,027		$	22,895		$	(2,868	)

Management’s evaluation of the sources of lease revenues is as follows (in thousands):

	Six months ended June 30,
	2009		2008
Rental income	$	31,536	$	32,805
Interest income from direct financing leases		5,292		5,566
	$	36,828	$	38,371

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During the six months ended June 30, 2009 and 2008, we earned net lease revenues (i.e., rental income and interest income from direct financing leases) from our direct ownership of real estate from the following lease obligations (in thousands):

	Six months ended June 30,
	2009		2008
Bouygues Telecom, S.A. (a) (b)	$	3,068	$	3,236
CheckFree Holdings, Inc. (b)		2,477		2,415
Daimler Trucks North America LLC		2,317		2,317
The American Bottling Company		2,298		2,260
U. S. Airways Group, Inc. (c)		1,586		1,475
Titan Corporation		1,457		1,457
Orbital Sciences Corporation (d)		1,385		1,511
AutoZone, Inc.		1,103		1,115
Lucent Technologies, Inc.		997		997
Sybron Dental Specialties Inc. (c)		977		885
Quebecor Printing, Inc.		970		970
Bell South Telecommunications, Inc. (c)		940		855
Unisource Worldwide, Inc.		835		840
Werner Corporation		807		813
BE Aerospace, Inc.		786		786
CSS Industries, Inc.		785		785
Eagle Hardware & Garden, a subsidiary of Lowe’s Companies		771		755
Career Education Corporation		751		751
Enviro Works, Inc.		723		699
Sprint Spectrum, L.P.		712		712
Other (a)		11,083		12,737
	$	36,828	$	38,371

(a)	Revenue amounts are subject to fluctuations in foreign currency exchange rates. The average rate for the U.S. dollar in relation to the Euro during the six months ended June 30, 2009 strengthened by approximately 13% in comparison to the same period in 2008, resulting in a negative impact on lease revenue for our Euro-denominated investments.
(b)	Lease revenues applicable to noncontrolling interests in the consolidated amounts above totaled $1.8 million for each of the six months ended June 30, 2009 and 2008, respectively.
(c)	Increase is due to CPI-based (or equivalent) rent increase.
(d)	Decrease is due to recent lease restructuring.

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We recognize income from equity investments in real estate, of which lease revenues are a significant component. During the six months ended June 30, 2009 and 2008, net lease revenues from these ventures (for the entire venture, not our proportionate share) were (dollars in thousands):

	Ownership Interest			Six months ended June 30,
Lessee	at June 30, 2009			2009		2008
Carrefour France, S.A. (a)		46	%	$	10,543	$	11,112
The New York Times Company (b)		18	%		8,401		—
Federal Express Corporation		40	%		3,647		3,471
Medica — France, S.A. (a)		46	%		3,329		3,640
Schuler A.G. (a)		33	%		3,121		3,514
Information Resources, Inc.		33	%		2,486		2,486
Sicor, Inc.		50	%		1,671		1,671
Hologic, Inc.		36	%		1,658		1,658
Consolidated Systems, Inc.		60	%		911		911
Childtime Childcare, Inc.		34	%		665		628
The Retail Distribution Group		40	%		489		404
				$	36,921	$	29,495

(a)	Revenue amounts are subject to fluctuations in foreign currency exchange rates.
(b)	We acquired our interest in this venture in March 2009.

The above table does not reflect our share of interest income from our 5% interest in a venture that acquired a note receivable in April 2007. The venture recognized interest income (for the entire venture, not our proportionate share) of $12.9 million and $19.3 million for the six months ended June 30, 2009 and 2008, respectively.

Lease Revenues

Our net leases generally have rent adjustments based on formulas indexed to changes in the CPI or other similar indices for the jurisdiction in which the property is located, sales overrides or other periodic increases, which are designed to increase lease revenues in the future. We own international investments and, therefore, lease revenues from these investments are subject to fluctuations in exchange rate movements in foreign currencies.

For the three months ended June 30, 2009 as compared to the same period in 2008, lease revenues decreased by $0.8 million, primarily due to the negative impact of recent property sales and lease expirations, which resulted in a $1.1 million decrease in lease revenues, partially offset by scheduled rent increases at several properties totaling $0.3 million.

For the six months ended June 30, 2009 as compared to the same period in 2008, lease revenues decreased by $1.5 million. The impact of recent property sales and lease expirations resulted in a $2.0 million decrease in lease revenues, partially offset by scheduled rent increases at several properties totaling $0.9 million.

Other Real Estate Income

Other real estate income generally consists of revenue from Carey Storage, a subsidiary that invests in domestic self-storage properties, and Livho, a subsidiary that operates a Radisson hotel franchise in Livonia, Michigan. Other real estate income also includes lease termination payments and other non-rent related revenues from real estate ownership including, but not limited to, settlements of claims against former lessees. We receive settlements in the ordinary course of business; however, the timing and amount of settlements cannot always be estimated.

For the three and six months ended June 30, 2009 as compared to the same periods in 2008, other real estate income increased by $1.3 million and $1.5 million, respectively, primarily due to lease termination income recognized in connection with a lease termination in June 2009.

General and Administrative

For the three and six months ended June 30, 2009 as compared to the same periods in 2008, general and administration expenses decreased by $1.8 million and $1.7 million, respectively, primarily due to lower professional fees. Professional fees include auditing and consulting services associated with our real estate ownership as well as legal fees associated with our real estate operations.

Depreciation and amortization

For the three and six months ended June 30, 2009 as compared to the same periods in 2008, depreciation and amortization increased by $1.0 million and $1.1 million, respectively, primarily due to a write off of intangible assets as a result of a lease termination.

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Property Expenses

For the three and six months ended June 30, 2009 as compared to the same periods in 2008, property expenses increased by $0.9 million and $0.5 million, respectively, primarily due to increases in reimbursable tenant costs of $0.4 million and $0.5 million, respectively. Actual recoveries of reimbursable tenant costs are recorded as both revenue and expense and therefore have no impact on net income. In addition, other property-related expenses, including property taxes, utilities and uncollected rent expenses, increased by $0.4 million during the six months ended June 30, 2009 as a result of lease expirations and an overall increase in tenants who are experiencing financial difficulty.

Impairment Charges

For the three and six months ended June 30, 2009, we recognized impairment charges of $1.7 million to reduce the carrying values of four vacant investment properties to their estimated fair values, which reflects their current expected selling prices.

Income from Equity Investments in Real Estate

Income from equity investments in real estate represents our proportionate share of net income (revenue less expenses) from investments entered into with affiliates or third parties in which we have a noncontrolling interest but exercise significant influence.

For the three and six months ended June 30, 2009 as compared to the same periods in 2008, income from equity investments in real estate increased by $0.9 million and $1.6 million, respectively, primarily due to income earned on an investment we entered into during the first quarter of 2009.

Interest Expense

For the three and six months ended June 30, 2009 as compared to the same periods in 2008, interest expense decreased by $0.6 million and $1.3 million, respectively, primarily due to decreases of $0.4 million and $0.9 million, respectively, resulting from Carey Storage’s repayment of its $35.0 million outstanding balance on its secured credit facility in January 2009. In addition, interest expense on our line of credit decreased by $0.3 million during the six months ended June 30, 2009 compared to the same period in 2008, primarily due to a lower average annual interest rate, partially offset by a higher average outstanding balance during the periods ended June 30, 2009, as compared to the same periods in the prior year. The weighted average annual interest rate on advances on the line of credit at June 30, 2009 was 1.1%, compared to 3.7% at June 30, 2008.

(Loss) income from discontinued operations

For the three and six months ended June 30, 2009, we recognized losses from discontinued operations of $0.2 million and $0.3 million, respectively, related to two properties that were sold during 2009.

For each of the three and six months ended June 30, 2008, we recognized income from discontinued operations of $3.7 million, primarily due to a litigation settlement received from a former tenant for a discontinued property.

Net Income from Real Estate Ownership Attributable to W. P. Carey Members

For the three and six months ended June 30, 2009 as compared to the same periods in 2008, the resulting net income from real estate ownership attributable to W. P. Carey members decreased by $3.7 million and $2.9 million, respectively.

Financial Condition

Sources and Uses of Cash during the Period

Our cash flows fluctuate period to period due to a number of factors, which may include, among other things, the nature and timing of receipts of transaction-related revenue, the performance of the CPA^® REITs relative to their performance criteria, the timing of purchases and sales of real estate, the timing of certain payments, and the receipt of the annual installment of deferred acquisition revenue and interest thereon in the first quarter from certain of the CPA^® REITs.

Although our cash flows may fluctuate period to period, we believe that we will generate sufficient cash from operations and from equity distributions in excess of equity income in real estate to meet our short-term and long-term liquidity needs. We may also use existing cash resources, the proceeds of non-recourse mortgage loans, unused capacity on our line of credit and the issuance of additional equity securities to meet such needs. We assess our ability to access capital on an ongoing basis. There has been no material change in our financial condition since December 31, 2008. Our sources and uses of cash during the period are described below.

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Operating Activities

During the six months ended June 30, 2009, we used our cash flow from operations along with existing cash resources and borrowings under our line of credit to fund distributions to shareholders and make purchases of common stock under a share repurchase program that ended in March 2009. Cash flows from operations were also impacted by the receipt of the annual installment of deferred acquisition revenue.

During the six months ended June 30, 2009, we received revenue of $18.6 million from providing asset-based management services on behalf of the CPA^® REITs, exclusive of that portion of such revenue being satisfied by the CPA^® REITs through the issuance of their restricted common stock rather than paying cash (see below). We also received revenue of $6.1 million in connection with structuring investments on behalf of the CPA^® REITs. In January 2009, we received $21.8 million related to the annual installment of deferred acquisition revenue from CPA^®:14, CPA^®:15 and CPA^®:16 — Global. We receive deferred acquisition revenue from CPA^®:17 — Global on a quarterly basis, of which $1.2 million was received during the six months ended June 30, 2009.

In 2009, we elected to continue to receive all performance revenue from CPA^®:16 — Global as well as asset management revenue from CPA^®:17 — Global in restricted shares rather than cash. However, for CPA^®:14 and CPA^®:15, we have elected to receive 80% of all performance revenue in restricted shares, with the remaining 20% payable in cash, which benefited operating cash flow by $2.6 million during the six months ended June 30, 2009.

During the six months ended June 30, 2009, our real estate ownership provided cash flows (contractual lease revenues, net of property-level debt service) of approximately $26.0 million.

Investing Activities

Our investing activities are generally comprised of real estate related transactions (purchases and sales) and capitalized property related costs. During the six months ended June 30, 2009, we used $39.7 million to finance our portion of The New York Times transaction (Note 5) and $6.9 million to make capital improvements to existing properties. Cash inflows during this period included proceeds from Carey Storage’s transfer of a 60% interest in its self storage portfolio for $21.9 million and distributions from equity investments in real estate and CPA^® REITs in excess of equity income of $7.6 million. In addition, during the six months ended June 30, 2009, we received proceeds of $3.8 million from the sale of two domestic properties.

Financing Activities

During the six months ended June 30, 2009, we paid distributions to shareholders of $39.1 million and made scheduled mortgage principal payments totaling $5.2 million. We also refinanced a maturing non-recourse mortgage loan of $11.9 million with new non-recourse financing of $14.0 million that is scheduled to mature in 2019. Borrowings under our line of credit increased overall by $44.5 million since December 31, 2008 and were comprised of gross borrowings of $88.5 million and repayments of $44.0 million. Borrowings under our line of credit were used for several purposes, including to finance our portion of The New York Times transaction (Note 5). In addition, Carey Storage repaid, in full, the $35.0 million outstanding balance on the secured credit facility at a discount for $28.0 million. In connection with this loan repayment, Carey Storage obtained non-recourse mortgages totaling $25.0 million that are secured by individual mortgages on the thirteen self storage properties in the Carey Storage portfolio. In connection with our share repurchase programs, we repurchased shares totaling $10.7 million during the six months ended June 30, 2009, with the most recent program ending in March 2009.

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Summary of Financing

The table below summarizes our non-recourse long-term debt and credit facilities as of June 30, 2009 and December 31, 2008, respectively (dollars in thousands):

	June 30, 2009			December 31, 2008
Balance
Fixed rate	$	167,321		$	169,425
Variable rate (a)		190,744			157,449
	$	358,065		$	326,874
Percent of total debt
Fixed rate		47	%		52	%
Variable rate (a)		53	%		48	%
		100	%		100	%
Weighted average interest rate at end of period
Fixed rate		6.3	%		6.3	%
Variable rate (a)		2.6	%		3.3	%

(a) Variable rate debt as of June 30, 2009 included (i) $125.5 million outstanding under our line of credit, (ii) $9.2 million that has been effectively converted to a fixed rate through an interest rate swap derivative instrument (Note 10) and (iii) $51.1 million in mortgage obligations that are currently at fixed rates but which have interest rate reset features that may change the interest rates to then-prevailing market fixed rates (subject to specified caps) at certain points in their term. No interest rate resets or expirations of interest rate swaps are scheduled to occur in the next twelve months.

Cash Resources

As of June 30, 2009, our cash resources consisted of the following:

• Cash and cash equivalents totaling $23.5 million. Of this amount, $7.6 million, at then current exchange rates, was held in foreign bank accounts, and we could be subject to restrictions or significant costs should we decide to repatriate these amounts;

• A line of credit with unused capacity of $124.5 million, all of which is available to us and which may also be used to loan funds to our affiliates. Our lender has issued letters of credit totaling $4.0 million on our behalf in connection with certain contractual obligations, which reduce amounts that may be drawn under this facility; and

• We also had unleveraged properties that had an aggregate carrying value of $241.0 million although, given the current economic environment there can be no assurance that we would be able to obtain financing for these properties.

Our cash resources can be used for working capital needs and other commitments and may be used for future investments. We continue to evaluate fixed-rate financing options, such as obtaining non-recourse financing on our unleveraged properties. Any financing obtained may be used for working capital objectives and may be used to pay down existing debt balances. A summary of our secured and unsecured credit facilities is provided below (in thousands):

	June 30, 2009				December 31, 2008
	Outstanding		Maximum		Outstanding		Maximum
	Balance		Available		Balance		Available
Line of credit	$	125,500	$	250,000	$	81,000	$	250,000
Secured credit facility		N/A		N/A		35,009		35,009
	$	125,500	$	250,000	$	116,009	$	285,009

Line of credit

We have a $250.0 million revolving line of credit that matures in June 2011. Pursuant to its terms, the line of credit can be increased up to $300.0 million at the discretion of the lenders and, at our discretion, can be extended for an additional year subject to satisfying certain conditions and the payment of an extension fee equal to 0.125% of the total commitments under the facility at that time.

The line of credit provides for an annual interest rate, at our election, of either (i) LIBOR plus a spread that ranges from 75 to 120 basis points depending on our leverage or (ii) the greater of the lender’s prime rate and the Federal Funds Effective Rate plus 50 basis points. At June 30, 2009, the average interest rate on advances under the line of credit was 1.1%. In addition, we pay an annual fee ranging between 12.5 and 20 basis points of the unused portion of the line of credit, depending on our leverage ratio. Based on our leverage ratio at June 30, 2009, we paid interest at LIBOR plus 75 basis points and paid 12.5 basis points on the unused portion of the line of credit. The line of credit has financial covenants that among other things require us to maintain a minimum equity value, restrict the amount of distributions we can pay and requires us to meet or exceed certain operating and coverage ratios. We were in compliance with these covenants as of June 30, 2009.

36

Secured credit facility

Carey Storage had a credit facility for up to $105.0 million that provided for advances through March 8, 2008, after which no more additional borrowings were available; however, pursuant to the terms of the credit facility, we exercised an option in December 2008 to extend the credit facility for an additional year. In January 2009, Carey Storage repaid the $35.0 million outstanding under this credit facility at a discount for $28.0 million and terminated the facility (Note 4).

Cash Requirements

During the next twelve months, cash requirements will include paying distributions to shareholders, making scheduled mortgage principal payments, including mortgage balloon payments totaling $26.4 million (inclusive of our share of a balloon payment totaling $2.2 million in connection with a venture in which we account for our interest as an equity investment in real estate), and making distributions to partners who hold noncontrolling interests, as well as other normal recurring operating expenses.

We expect to meet our capital requirements to fund future investments, any capital expenditures on existing properties and scheduled debt maturities on non-recourse mortgages through use of our cash reserves or unused amounts on our line of credit.

Off-Balance Sheet Arrangements and Contractual Obligations

The table below summarizes our off-balance sheet arrangements and contractual obligations as of June 30, 2009 and the effect that these arrangements and obligations are expected to have on our liquidity and cash flow in the specified future periods (in thousands):

			Less than						More than
	Total		1 year		1-3 years		3-5 years		5 years
Non-recourse debt — Principal	$	232,565	$	36,720	$	36,920	$	38,076	$	120,849
Line of credit — Principal		125,500		—		125,500		—		—
Interest on borrowings (a)		84,805		14,105		23,221		15,711		31,768
Operating and other lease commitments (b)		29,426		3,103		6,298		6,339		13,686
Property improvements (c)		694		694		—		—		—
Other commitments (d)		148		148		—		—		—
	$	473,138	$	54,770	$	191,939	$	60,126	$	166,303

(a)	Interest on variable rate debt obligations was calculated using the applicable annual variable interest rates and balances outstanding as of June 30, 2009.
(b)	Operating and other lease commitments consist primarily of the total minimum rents payable on the lease for our principal offices. We are reimbursed by affiliates for their share of the future minimum rents under an office cost-sharing agreement. These amounts are allocated among the entities based on gross revenues and are adjusted quarterly. The table above excludes the rental obligation under a ground lease of a venture in which we own a 46% interest. This obligation totals approximately $3.1 million over the lease term through January 2063.
(c)	Represents remaining commitments to fund certain property improvements.
(d)	Includes estimates for accrued interest and penalties related to uncertain tax positions and a commitment to contribute capital to an investment in India.

Amounts in the table above related to our foreign operations are based on the exchange rate of the Euro as of June 30, 2009.

We have employment contracts with certain senior executives. These contracts provide for severance payments in the event of termination under certain conditions including a change of control.

As of June 30, 2009, we had no material capital lease obligations for which we are the lessee, either individually or in the aggregate.

37

We have investments in unconsolidated ventures that own single-tenant properties net leased to corporations. All of the underlying investments are owned with our affiliates. Summarized financial information for these ventures (for the entire venture, not our proportionate share) and our ownership interest in the ventures at June 30, 2009 are presented below (dollars in thousands):

	Ownership Interest					Total Third
Lessee	at June 30, 2009			Total Assets		Party Debt		Maturity Date
The Retail Distribution Group		40	%	$	11,689	$	5,439		9/2009
Federal Express Corporation		40	%		49,928		40,318		1/2011
Information Resources, Inc.		33	%		47,683		22,109		1/2011
Childtime Childcare, Inc.		34	%		10,318		6,501		1/2011
Carrefour France, S.A. (a)		46	%		149,042		117,810		12/2014
Consolidated Systems, Inc.		60	%		17,671		11,618		11/2016
Sicor, Inc. (b)		50	%		17,302		35,350		7/2017
Medica — France, S.A. (a)		46	%		51,149		40,940		10/2017
Hologic, Inc.		36	%		28,247		15,227		5/2023
The New York Times Company (c)		18	%		242,478		—		N/A
Schuler A.G. (a)		33	%		74,930		—		N/A
				$	700,437	$	295,312

(a)	Dollar amounts shown are based on the exchange rate of the Euro as of June 30, 2009.
(b)	In 2007, this venture completed the refinancing of an existing $2.5 million non-recourse mortgage with new non-recourse financing of $35.3 million based on the appraised value of the underlying real estate of the venture and distributed the proceeds to the venture partners.
(c)	We acquired our interest in this venture in March 2009.

The table above does not reflect our acquisition in April 2007 of a 5% interest in a venture that made a loan (the “note receivable”) to the holder of a 75% interest in a limited partnership owning 37 properties throughout Germany at a total cost of $336.0 million. In connection with this transaction, the venture obtained non-recourse financing of $284.9 million having a fixed annual interest rate of 5.5% and a term of 10 years. Under the terms of the note receivable, the venture will receive interest that approximates 75% of all income earned by the limited partnership, less adjustments. All amounts are based on the exchange rate of the Euro at the date of acquisition.

In connection with the purchase of many of our properties, we required the sellers to perform environmental reviews. We believe, based on the results of these reviews, that our properties were in substantial compliance with Federal and state environmental statutes at the time the properties were acquired. However, portions of certain properties have been subject to some degree of contamination, principally in connection with leakage from underground storage tanks, surface spills or historical on-site activities. In most instances where contamination has been identified, tenants are actively engaged in the remediation process and addressing identified conditions. Tenants are generally subject to environmental statutes and regulations regarding the discharge of hazardous materials and any related remediation obligations. In addition, our leases generally require tenants to indemnify us from all liabilities and losses related to the leased properties with provisions of such indemnification specifically addressing environmental matters. The leases generally include provisions that allow for periodic environmental assessments, paid for by the tenant, and allow us to extend leases until such time as a tenant has satisfied its environmental obligations. Certain of our leases allow us to require financial assurances from tenants, such as performance bonds or letters of credit, if the costs of remediating environmental conditions are, in our estimation, in excess of specified amounts. Accordingly, we believe that the ultimate resolution of environmental matters should not have a material adverse effect on our financial condition, liquidity or results of operations.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risks

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates and equity prices. The primary risks to which we are exposed are interest rate risk and foreign currency exchange risk. We are also exposed to market risk as a result of concentrations in certain tenant industries.

We do not generally use derivative financial instruments to manage foreign currency exchange rate risk exposure and do not use derivative instruments to hedge credit/market risks or for speculative purposes. We account for our derivative instruments in accordance with SFAS 133.

Interest Rate Risk

The value of our real estate and related fixed debt obligations is subject to fluctuations based on changes in interest rates. The value of our real estate is also subject to fluctuations based on local and regional economic conditions and changes in the creditworthiness of lessees, all of which may affect our ability to refinance property-level mortgage debt when balloon payments are scheduled. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political conditions, and other factors beyond our control. An increase in interest rates would likely cause the value of our owned and managed assets to decrease, which would create lower revenues from managed assets and lower investment performance for the managed funds. Increases in interest rates may also have an impact on the credit profile of certain tenants.

We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we attempt to obtain mortgage financing on a long-term, fixed rate basis. However, from time to time, we or our venture partners may obtain variable rate mortgage loans and may enter into interest rate swap agreements or interest rate cap agreements with lenders that effectively convert the variable rate debt service obligations of the loan to a fixed rate. Interest rate swaps are agreements in which a series of interest rate flows are exchanged over a specific period, and interest rate caps limit the borrowing rate of variable rate debt obligations while allowing participants to share in downward shifts in interest rates. These interest rate swaps and caps are derivative instruments designated as cash flow hedges on the forecasted interest payments on the debt obligation. The notional amount on which the swaps or caps are based is not exchanged. Our objective in using derivatives is to limit our exposure to interest rate movements. At June 30, 2009, we estimate that the fair value liability of our interest rate swaps, which are included in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements was $0.5 million (Note 10).

At June 30, 2009, a significant portion (approximately 64%) of our long-term debt either bore interest at fixed rates, was swapped to a fixed rate, or bore interest at fixed rates that were scheduled to convert to then-prevailing market fixed rates at certain future points in their term. The fair value of these instruments is affected by changes in market interest rates. The annual interest rates on our fixed rate debt at June 30, 2009 ranged from 4.9% to 8.1%. The annual interest rates on our variable rate debt at June 30, 2009 ranged from 1.6% to 7%. Our debt obligations are more fully described in Financial Condition above. The following table presents principal cash flows based upon expected maturity dates of our debt obligations at June 30, 2009 (in thousands):

	2009		2010		2011		2012		2013		Thereafter		Total		Fair value
Fixed rate debt	$	18,888	$	13,016	$	26,206	$	31,775	$	2,678	$	74,758	$	167,321	$	166,654
Variable rate debt	$	6,153	$	2,397	$	128,062	$	2,611	$	2,754	$	48,767	$	190,744	$	188,540

The fair value of our fixed rate debt and our variable rate debt that currently bears interest at fixed rates or has effectively been converted to a fixed rate through the use of interest rate swap agreements is affected by changes in interest rates. A decrease or increase in interest rates of 1% would change the fair value of such debt by an aggregate increase of $11.9 million or an aggregate decrease of $11.3 million, respectively. Annual interest expense on our unhedged variable rate debt that does not currently bear interest at fixed rates would increase or decrease by $1.3 million for each respective 1% change in annual interest rates. As more fully described in Summary of Financing in Item 2 above, a portion of the debt classified as variable rate debt in the tables above bore interest at fixed rates as of June 30, 2009 but has interest rate reset features that will change the interest rates to then-prevailing market fixed rates at certain future points in their term. Such debt is generally not subject to short-term fluctuations in interest rates.

Foreign Currency Exchange Rate Risk

We have foreign operations and transact business in the European Union, and as a result we are subject to risk from the effects of exchange rate movements of the Euro, which may affect future costs and cash flows. We manage foreign currency exchange rate movements by generally placing both our debt obligation to the lender and the tenant’s rental obligation to us in the same currency. We are currently a net receiver of the foreign currency (we receive more cash than we pay out), and therefore our foreign operations benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar relative to the Euro. For the six months ended June 30, 2009, we recognized both net realized foreign currency losses and net unrealized foreign currency gains of less than $0.1 million. These gains and losses were primarily due to changes in the value of the Euro on accrued interest receivable on notes receivable from wholly-owned subsidiaries.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our disclosure controls and procedures include our controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Securities Exchange Act of 1934 (the “Exchange Act”) is accumulated and communicated to management, including our chief executive officer and acting chief financial officer, to allow timely decisions regarding required disclosure and to ensure that such information is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls.

Our chief executive officer and acting chief financial officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2009, have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of June 30, 2009 at a reasonable level of assurance.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 4. Submission of Matters to a Vote of Security Holders

Our annual meeting of shareholders was held on June 11, 2009 (the “Annual Meeting”). The following matters received the number of affirmative notes, negative notes, withheld votes, abstentions and broker non-votes set forth below.

(a) Election of directors:

Name of Director	Shares Voting For		Shares Withheld
Wm. Polk Carey		32,070,256		222,190
Gordon F. DuGan		32,090,958		201,488
Francis J. Carey		32,054,474		237,972
Trevor P. Bond		32,087,200		205,246
Nathaniel S. Coolidge		32,063,073		229,373
Eberhard Faber, IV		32,045,000		247,446
Benjamin H. Griswold, IV		32,085,324		207,122
Dr. Lawrence R. Klein		32,027,019		265,427
Robert E. Mittelstaedt, Jr.		32,084,837		207,609
Charles E. Parente		31,985,252		307,194
Dr. Karsten von Köller		32,083,129		209,317
Reginald Winssinger		32,072,796		219,650

(b)	A proposal regarding the W. P. Carey & Co. LLC 2009 Share Incentive Plan was approved after receiving 19,921,342 affirmative votes, which was more than a majority of the votes cast by shareholders, in person or by proxy and entitled to vote, at the Annual Meeting. This proposal also received 1,250,824 negative votes, with 577,248 abstentions and 10,543,031 broker non-votes.
(c)	A proposal regarding the W. P. Carey & Co. LLC 2009 Non-Employee Directors’ Incentive Plan was approved after receiving 19,933,112 affirmative votes, which was more than a majority of the votes cast by shareholders, in person or by proxy and entitled to vote, at the Annual Meeting. This proposal also received 1,183,353 negative votes, with 632,949 abstentions and 10,543,031 broker non-votes.

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Item 6. Exhibits

Exhibit No.		Description	Method of Filing
	3.2	Amended and Restated Bylaws	Filed herewith
	10.1	W. P. Carey & Co. LLC 2009 Share Incentive Plan (the “2009 Share Incentive Plan”) *	Incorporated by reference to Exhibit A to our definitive proxy statement filed with the SEC on April 30, 2009 (the “2009 Proxy Statement”)
	10.2	Form of Share Option Agreement under the 2009 Share Incentive Plan *	Filed herewith
	10.3	Form of Restricted Share Agreement under the 2009 Share Incentive Plan *	Filed herewith
	10.4	Form of Restricted Share Unit Agreement under the 2009 Share Incentive Plan *	Filed herewith
	10.5	Form of Long-Term Performance Share Unit Award Agreement under the 2009 Share Incentive Plan *	Filed herewith
	10.6	W. P. Carey & Co. LLC 2009 Non-Employee Directors’ Incentive Plan (the “2009 Directors Plan”) *	Incorporated by reference to Exhibit B to the 2009 Proxy Statement
	10.7	Form of Restricted Share Unit Agreement under the 2009 Directors Plan *	Filed herewith
	10.8	W. P. Carey & Co. LLC 1997 Share Incentive Plan (Amended through June 11, 2009) *	Filed herewith
	31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
	31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
	32	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
	99.1	Director and Officer Indemnification Policy	Filed herewith

* The referenced exhibit is a management contract or compensation plan or arrangement described in Item 601(b)(10)(iii) of SEC Regulation S-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	W. P. Carey & Co. LLC
Date: 8/6/2009	By:	/s/ Mark J. DeCesaris
		Mark J. DeCesaris
		Managing Director and Acting Chief Financial Officer (Principal Financial Officer)
Date: 8/6/2009	By:	/s/ Thomas J. Ridings, Jr.
		Thomas J. Ridings, Jr.
		Executive Director and Chief Accounting Officer (Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit No.		Description	Method of Filing
	3.2	Amended and Restated Bylaws	Filed herewith
	10.1	W. P. Carey & Co. LLC 2009 Share Incentive Plan (the “2009 Share Incentive Plan”) *	Incorporated by reference to Exhibit A to our definitive proxy statement filed with the SEC on April 30, 2009 (the “2009 Proxy Statement”)
	10.2	Form of Share Option Agreement under the 2009 Share Incentive Plan *	Filed herewith
	10.3	Form of Restricted Share Agreement under the 2009 Share Incentive Plan *	Filed herewith
	10.4	Form of Restricted Share Unit Agreement under the 2009 Share Incentive Plan *	Filed herewith
	10.5	Form of Long-Term Performance Share Unit Award Agreement under the 2009 Share Incentive Plan *	Filed herewith
	10.6	W. P. Carey & Co. LLC 2009 Non-Employee Directors’ Incentive Plan (the “2009 Directors Plan”) *	Incorporated by reference to Exhibit B to the 2009 Proxy Statement
	10.7	Form of Restricted Share Unit Agreement under the 2009 Directors Plan *	Filed herewith
	10.8	W. P. Carey & Co. LLC 1997 Share Incentive Plan (Amended through June 11, 2009) *	Filed herewith
	31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
	31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
	32	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
	99.1	Director and Officer Indemnification Policy	Filed herewith

* The referenced exhibit is a management contract or compensation plan or arrangement described in Item 601(b)(10)(iii) of SEC Regulation S-K.

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EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

W. P. CAREY & CO. LLC

(a Delaware limited liability company)

All capitalized words and terms used in these Bylaws and not defined herein shall have the respective meanings ascribed to them in the Amended and Restated Limited Liability Company Agreement of W. P. Carey & Co. LLC (the “Company”), as amended (the “Limited Liability Company Agreement”). These Bylaws have been amended and restated through April 25, 2008.

Article I

Offices and Fiscal Year

1.1 Registered Office. The registered office of the Company shall be in the City of Wilmington, County of New Castle, State of Delaware until a change in such office is established by resolution of the Board of Directors and a statement of such change is filed in the manner provided by applicable law.

1.2 Other Offices. The Company may also have offices and keep its books, documents and records at such other places within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Company may require.

1.3 Fiscal Year. The fiscal year of the Company shall end on the last day of December in each year or on such other date as the Board of Directors may designate by resolution.

Article II

Meetings of Shareholders

2.1 Annual and Special Meetings. (a) The annual meeting of Shareholders of the Company entitled to vote thereon for the election of the appropriate class and number of Directors, pursuant to the terms of the Limited Liability Company Agreement, and for the transaction of such other business as properly may come before such meeting, shall be held at such place, either within or without the State of Delaware, and at such time and on such date as shall be fixed from time to time by resolution of the Board of Directors and set forth in the notice or waiver of notice of the meeting.

(b) A special meeting of the Shareholders of the Company may be called by the Board of Directors or upon receipt by the Company of a written request for a special meeting, setting forth the purpose or purposes for which such meeting is called, signed by the holders of at least 10% of outstanding Shares.

2.2 Notice of Meetings; Waiver. (a) Subject to the provisions of Article 13 of the Limited Liability Company Agreement, the Secretary or any Assistant Secretary shall cause written, telephonic or telecopied notice of the place, date, and hour of each meeting of Shareholders, and, in the case of a special meeting, the purpose or purposes for which such meeting is called, to be given personally or by telephone, facsimile, other electronic transmission, or mail, not less than 10 nor more than 60 days prior to the meeting, to each Shareholder entitled to vote at such meeting. If such notice is mailed, it shall be deemed to have been given to a Shareholder when deposited in the United States mail, postage prepaid, directed to the Shareholder at his, her, or its address as it appears on the record of Shareholders of the Company, or, if he, she or it shall have duly filed with the Secretary of the Company a written request that notices to him, her, or it be mailed to some other address, then directed to such other address. Such further notice shall be given as may be required by law.

(b) No notice of any meeting of Shareholders need be given to any Shareholder who submits a signed waiver of notice, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of Shareholders need be specified in a written waiver of notice. The attendance of any Shareholder at a meeting of Shareholders shall constitute a waiver of notice of such meeting, except when the Shareholder attends a meeting for the sole and express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

2.3 Quorum. The required number of Shareholders to be present at any meeting of Shareholders so to constitute a quorum thereat shall be as set forth in the Limited Liability Company Agreement.

2.4 Voting. When a quorum is present at any meeting of the Shareholders, the vote of a majority of the total Shares actually cast by Shareholders present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the Limited Liability Company Agreement, listing standards of the New York Stock Exchange or applicable law or regulation, a vote by another number or manner is required, in which case such express provision shall govern and control the decision of the question.

2.5 Adjournment. If a quorum is not present at any meeting of Shareholders, the Shareholders present in person or by proxy shall have the power to adjourn any such meeting from time to time until a quorum is present. Notice of any adjourned meeting of Shareholders of the Company need not be given if the place, date, and hour thereof are announced at the meeting at which the adjournment is taken; provided, that if the adjournment is for more than 30 days, a notice of the adjourned meeting, conforming to the requirements of Section 2.3 hereof, shall be given to each Shareholder entitled to vote at such meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted on the original date of the meeting.

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2.6 Proxies (a) Any Shareholder entitled to vote at a meeting of Shareholders or to express consent to or dissent from action without a meeting may, by a written instrument signed by such Shareholder or his, her or its attorney-in-fact, authorize another Person to vote at any such meeting and express such consent or dissent for him, her or it by proxy. Execution may be accomplished by the Shareholder or his, her or its authorized officer, director, employee or agent signing such writing or causing his, her or its signature to be affixed to such writing by any reasonable means including, but not limited to, facsimile signature. A Shareholder may authorize another Person to act for him, her or it as proxy by transmitting or authorizing the transmission of a telegram, facsimile or other means of electronic transmission to the Person who will be the holder of the proxy; provided, that any such telegram, facsimile or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, facsimile or other electronic transmission was authorized by the Shareholder.

(b) No such proxy shall be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except in those cases where applicable law provides that a proxy shall be irrevocable. A Shareholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

2.7 Organization; Procedure. At every meeting of Shareholders, the presiding officer shall be the Chairman of the Board or, in the event of his or her absence or disability, the President or, in the event of his or her absence or disability, a presiding officer chosen by the Board of Directors prior to or at such meeting. The Secretary, any Assistant Secretary, or any appointee of the presiding officer shall act as secretary of the meeting. The order of business and all other matters of procedure at every meeting of Shareholders may be determined by such presiding officer.

2.8 Inspectors. The presiding officer of the meeting of Shareholders shall appoint one or more inspectors to act at any meeting of Shareholders. Such inspectors shall perform such duties as shall be specified by the presiding officer of the meeting. Inspectors need not be Shareholders. No Director or nominee for the office of Director shall be appointed to be such inspector. The Inspector shall take an oath at each meeting appointed to execute the duties of inspector impartially, fairly, and to the best of his or her ability.

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2.9 Consent of Shareholders in Lieu of Meeting. (a) To the fullest extent permitted by the Delaware Limited Liability Company Act, DEL. CODE ANN. tit. 6, ch. 18, as amended from time to time (the “Act”), but subject to the terms of the Limited Liability Company Agreement (which limit, define or modify such rights in certain circumstances), whenever the vote of Shareholders at a meeting is required or permitted to be taken for or in connection with any action, such action may be taken without a meeting, without prior notice, and without a vote of Shareholders, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of such percentage of the Shares entitled to vote as would be necessary under the terms of the Limited Liability Company Agreement to authorize or take such action and shall be delivered to the Company by delivery to its registered office in the State of Delaware, its principal place of business, or a Director, officer, or agent of the Company having custody of the books in which proceedings of meetings of Shareholders are recorded.

(b) Prompt written or telephonic notice of the taking of any action without a meeting by less than unanimous written consent of the Shareholders entitled to vote shall be given to those Shareholders (entitled to vote thereon) who have not consented in writing.

2.10 Shareholder Proposals. For any Shareholder proposal to be presented in connection with an annual meeting of Shareholders of the Company, as permitted by these Bylaws or required by applicable law, including any proposal relating to the nomination of a person to be elected to the Board of Directors of the Company, the Shareholders must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a Shareholder’s notice shall be delivered to the Secretary at the principal business offices of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the Shareholder to be timely must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. Such Shareholder’s notice shall set forth (a) as to each person whom the Shareholder proposes to nominate for election or reelection as a Director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); (b) as to any other business that the Shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder and of the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the Shareholder giving the notice and the beneficial owner , if any, on whose behalf the nomination or proposal is made, (i) the name and address of such Shareholder, as they may appear on the Company’s books, and of such beneficial owner and (ii) the class and number of Shares of the Company which are owned beneficially and of record by such Shareholder and such beneficial owner.

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Article III

Board of Directors

3.1 General Powers. Except as may otherwise be provided by the Act or by the terms of the Limited Liability Company Agreement, the property, affairs and business of the Company shall be managed by or under the direction of the Board of Directors, and the Board of Directors may exercise all the powers of the Company as set forth in the Limited Liability Company Agreement. The Directors shall act only as a Board or by designated committees, and the individual Directors shall have no power as such.

3.2 Number and Term of Office. The number and classes of Directors constituting the entire Board of Directors shall be as provided by the terms of the Limited Liability Company Agreement. Each Director shall, subject to the terms of the Limited Liability Company Agreement, hold office until such Director’s successor is elected or qualified or until such Director’s earlier death, resignation or removal. A Director shall not be required to be a Shareholder or a resident of the State of Delaware.

3.3 Election of Directors. Except as provided in Section 3.12 hereof, or as otherwise provided in the Limited Liability Company Agreement, the appropriate class and number of Directors shall be elected at each annual meeting of Shareholders. At each meeting of Shareholders for the election of Directors, provided a quorum is present, the appropriate class and number of Directors to be elected thereat shall be elected by the vote of Shareholders entitled to vote thereon in the manner as set forth in Section 2.5 of the Bylaws. The Limited Liability Company Agreement shall govern the election of specific classes of Directors.

3.4 Annual and Regular Meetings. The annual meeting of the Board of Directors for the purpose of electing officers and for the transaction of such other business as may come before the meeting shall be held at such time and place as the Board of Directors may determine. Notice of such annual meeting of the Board of Directors need not be given. The Board of Directors from time to time may by resolution provide for the holding of regular meetings and fix the place (which may be within or without the State of Delaware) and the date and hour of such meeting. Notice of regular meetings need not be given; provided, that if the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be mailed, given by telephone, hand delivered or sent by facsimile promptly, to each Director who shall not have been present at the time of the meeting at which such action was taken. Notice of such action need not be given to any Director who attends the first regular meeting after such action is taken without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting.

3.5 Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, by the President or by a majority of the members of the Board of Directors, at such place (within or without the State of Delaware), date and hour as may be specified in the respective notices or waivers of notice of such meetings. Special meetings of the Board of Directors may be called on 24 hours’ notice, if notice is given to each Director personally or by telephone or facsimile, or on 3 days’ notice, if notice is mailed to each Director. Unless otherwise indicated in the notice thereof, and subject to the terms of Limited Liability Company Agreement, any and all business may be transacted at any special meeting of the Board of Directors. Notice of any special meeting need not be given to any Director who attends such meeting without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting.

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3.6 Quorum; Voting. Subject to the terms of the Limited Liability Company Agreement and these Bylaws with respect to matters on which action may be taken without the presence of a quorum, at all meetings of the Board of Directors, the presence of a majority of the total number of current members of the Board shall constitute a quorum for the transaction of business. Except as otherwise required by law, and subject to the terms of the Limited Liability Company Agreement and these Bylaws (with respect to the required vote of disinterested Directors on certain specified matters or otherwise), the vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

3.7 Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting of the Board of Directors to another time or place. No notice need be given of any adjourned meeting unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 3.5 hereof shall be given to each Director.

3.8 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors. Such an action is effective immediately upon consent of all Directors, or as otherwise stipulated.

3.9 Regulations; Manner of Acting. To the extent consistent with applicable law and the terms of the Limited Liability Company Agreement, the Board of Directors may adopt such rules and regulations for the conduct of meetings of the Board of Directors and for the management of the property, affairs and business of the Company as the Board of Directors may deem appropriate.

3.10 Action by Telephonic Communications. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

3.11 Resignations; Removal. Subject to the terms of the Limited Liability Company Agreement, a Director may resign at any time. A Director may be removed, with or without cause at any time pursuant to the terms of the Limited Liability Company Agreement.

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3.12 Vacancies and Newly Created Directorships. Subject to the terms of the Limited Liability Company Agreement, if any vacancies shall occur in the Board of Directors, by reason of death, resignation, removal or otherwise, or if the authorized number of Directors shall be increased by the Board of Directors, the Directors then in office shall continue to act, and such vacancies and newly created directorships may be filled by a majority of the Directors then in office, although less than a quorum. A Director elected to fill a vacancy or a newly created position on the Board shall hold office until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal. Any such vacancy or newly created position on the Board of Directors also may be filled at any time by vote of Shareholders pursuant to the terms of the Limited Liability Company Agreement and Section 3.3 hereof. In the event that a vacancy on the Board of Directors is filled pursuant to the terms of this Section 3.12, any such replacement shall assume the term of his/her predecessor.

3.13 Books and Records. (a) The Board of Directors shall cause to be kept complete and accurate books and records of account of the Company. The books of the Company (other than books required to maintain Capital Accounts) shall be kept on a basis that permits the preparation of financial statements in accordance with generally accepted accounting principles, and shall be made available to the Board of Directors for review from time to time, at the principal business office of the Company.

(b) In addition to the foregoing, and for purposes of fully complying with the Act so to allow Shareholders access to certain information relating to the Company (for any purpose reasonably related to the requesting Shareholder’s interest as a Shareholder of the Company), the Company shall maintain at its principal business office the following information: (i) a current list of the full name and last known business, residence or mailing address of each Shareholder and Director, (ii) a copy of the Certificate, the Limited Liability Company Agreement and Bylaws including all amendments thereto, and executed copies of all powers of attorney pursuant to which the Limited Liability Company Agreement or any amendment thereto has been executed, (iii) copies of the Company’s federal, state and local income tax returns and reports, for each fiscal year of the Company, (iv) copies of any financial statements of the Company for the three most recent years (or for such number of years as shall be necessary to afford a Shareholder full information regarding the financial condition of the Company), (v) true and full information regarding the status of the business of the Company, (vi) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each Shareholder and which each Shareholder has agreed to contribute in the future, and the date on which each became a Shareholder, and (vii) all other records and information required to be maintained pursuant to the Act. A Shareholder desiring to review any of the foregoing information must, prior to being given access to such information, make a written request on the Board of Directors or President of the Company for permission to review such information. The Shareholders’ rights to obtain any of the foregoing information shall be subject to such reasonable standards (including standards governing what information and documents are to be furnished at what time and location and at whose expense) as shall be established by the Board of Directors from time to time.

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(c) Notwithstanding anything contained in the foregoing to the contrary, but subject to the provisions of the Act, the Board of Directors each has the right to keep confidential from the Shareholders, for such period of time as the Board of Directors or President deems reasonable, any information which the Board of Directors or President reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Board of Directors or President in good faith believes is not in the best interest of the Company or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidential.

3.14 Compensation to Directors. Compensation for any Director shall be determined by the affirmative vote of a majority of the Directors. Upon submission of appropriate documentation, the Company shall reimburse Directors for all reasonable costs and expenses incurred by each Director in the performance of his/her duties as a Director of the Company.

3.15 Reserves. The Board of Directors may from time to time in its discretion establish reasonable cash reserves.

3.16 Committees of the Board of Directors. The Board of Directors may, from time to time, establish committees of the Board of Directors to exercise such powers and authorities of the Board of Directors and to perform such other functions, as the Board of Directors may from time to time determine by resolution. Such committees shall initially include the Executive Committee and the Audit Committee. Such committees shall be composed of two or more Directors, and , in the case of the Audit Committee, such Directors shall be Independent Directors. The Chairman of the Board shall appoint the chairman of each such committee, and the Board of Directors shall appoint the remaining members of the committee.

Article IV

Officers

4.1 Number. The officers of the Company shall consist of a Chairman of the Board, a President, one or more Vice-Presidents, a Secretary , and, if deemed necessary, expedient, or desirable by the Board of Directors, one or more Assistant Secretaries, one or more Assistant Financial Officers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate.

4.2 Election. Unless otherwise determined by the Board of Directors, officers of the Company shall be elected by the Board of Directors at the annual meeting of the Board of Directors, and shall be elected to hold office until the next succeeding annual meeting of the Board of Directors. In the event of the failure to elect officers at such annual meeting, officers may be elected at any regular or special meeting of the Board of Directors. Each officer shall hold office until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

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4.3 Salaries. The salaries of all officers, employees and other agents of the Company shall be fixed by the Board of Directors, or by the officer or officers designated by the Board of Directors to establish such salaries.

4.4 Resignation, Vacancies and Removal. Subject to any employment contractual arrangements that may be in place with the Company, any officer may resign at any time by giving written notice of resignation, signed by such officer, to the Board of Directors, at the Company’s principal office. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the Company by death, resignation, removal or otherwise, shall, subject to the terms of the Limited Liability Company Agreement, be filled by the Board of Directors. Subject to any employment contractual arrangements that may be in place with the Company, all officers, agents and employees of the Company shall be subject to removal with or without cause at any time by the affirmative vote of a majority of all members of the Board of Directors then in office.

4.5 Authority and Duties of Officers. The officers of the Company shall have such authority and shall exercise such powers and perform such duties as may be specified in the Limited Liability Company Agreement, in these Bylaws or from time to time by the Board of Directors, except that in any event each officer shall exercise such powers and perform such duties as may be required by law. The express powers and duties set forth below for each officer shall not restrict nor be in limitation of any powers or duties that may be delegated to any such officer by the Board of Directors or the President.

4.6 The Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Shareholders and of the Board of Directors at which he or she is present. The Chairman of the Board (a) shall perform all of the duties usually incident to such office (analogizing to the office of chairman of the board of directors of a Delaware corporation), subject to the direction of the Board of Directors and (b) shall perform such other duties as may from time to time be assigned by the Board of Directors to the Chairman of the Board.

4.7 The President. The President shall have general control and supervision of the policies and operations of the Company, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall manage and administer the Company’s business and affairs. In the event of the absence or disability of the Chairman of the Board, the President shall preside at all meetings of the Shareholders and of the Directors at which he or she is present. He or she shall have the authority to sign, in the name and on behalf of the Company, checks, orders, contracts, leases, notes, drafts and other documents and instruments in connection with the business of the Company, and together with the Secretary or an Assistant Secretary, conveyances of real estate and other documents and instruments to which the seal of the Company, if any, is affixed, subject to any requirements for prior approval of the Board of Directors and/or the Shareholders contained in the Act or in the Limited Liability Company Agreement. He or she shall have the authority to cause the employment or appointment of such employees and agents of the Company as the conduct of the business of the Company may require, and to remove or suspend any employee or agent elected or appointed by him or her. The President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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4.8 The Vice President. If one or more Vice-Presidents is elected, he/they shall perform the duties of the President in his absence (in their order of rank) and such other duties as may from time to time be assigned to them by the Board of Directors or the President.

4.9 The Secretary. The Secretary shall have the following powers and duties: (a) keep or cause to be kept a record of all the proceedings of the meetings of Shareholders and of the Board of Directors in books provided for that purpose; (b) cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by law; (c) be the custodian of the records of the Company; (d) properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, the terms of the Limited Liability Company Agreement or these Bylaws; (e) have charge of the books and ledgers of the Company and cause the books to be kept in such manner as to show at any time the Shares of all Shareholders, the names (alphabetically arranged) and the addresses of the Shareholders, the Shares held by such Shareholders, and the date as of which each became a Shareholder; (f) sign (unless the Chief Financial Officer, an Assistant Financial Officer or Assistant Secretary shall have signed) certificates (if any) representing Shares, the issuance of which shall have been authorized by the Limited Liability Company Agreement; and (g) perform, in general, all duties incident to the office of Secretary (analogizing to the office of secretary of a Delaware corporation) and such other duties as may be assigned to him or her from time to time by the Board of Directors or the President.

4.10 Additional Officers. The Board of Directors may appoint such other officers and agents as it may deem appropriate, and such other officers and agents shall hold their offices for such terms and shall exercise such powers and perform such duties as may be determined from time to time by the Board of Directors. The Board of Directors from time to time may delegate to any officer or agent the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any such officer or agent may remove any such subordinate officer or agent appointed by him or her, for or without cause.

4.11 Failure to Elect. A failure to elect officers shall not dissolve or otherwise affect the Company.

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Article V

Notice; Waivers of Notice

5.1 Notice, What Constitutes. Except as otherwise provided by applicable law, any provision of the Limited Liability Company Agreement or these Bylaws which requires notice to be given to any Director or Shareholder of the Company shall not be deemed or construed to require personal notice (unless otherwise expressly provided therein), such notice may be given in writing and delivered by telecopy, first or second class mail or Federal Express or similar expedited commercial carrier, addressed to such Director or Shareholder at his address as it appears on the records of the Company, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same is received or deposited in the U.S. mail or with Federal Express or similar expedited commercial carrier or at the time it is telecopied.

Whenever any notice is required to be given by the terms of the Limited Liability Company Agreement or these Bylaws to any Shareholder, to whom (a) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such Shareholder during the period between such two consecutive annual meetings, or (b) all, and at least two, distributions (if sent by first class mail, Federal Express or similar expedited commercial carrier) during a twelve-month period, have been mailed addressed to such Shareholder at his address as shown on the records of the Company and have been returned undeliverable, the giving of such notice to such Shareholder shall not thereafter be required. Any action or meeting which shall be taken or held without notice to such Shareholder shall have the same force and effect as if such notice had been duly given.

If any such Shareholder shall deliver to the Company a written notice setting forth his then current address, the requirement that notice be given to such Shareholder shall be reinstated.

5.2 Waivers of Notice. Except as otherwise provided by the terms of these Bylaws, whenever any notice is required to be given under the terms of the Limited Liability Company Agreement or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Except as otherwise provided by applicable law, the terms of the Limited Liability Company Agreement or these Bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of Shareholders, Directors or members of a committee of Directors need be specified in any written waiver of notice of such meeting.

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Article VI

Certificates of Shares, Transfer, etc.

6.1 Shares. Shares shall be represented by certificates or shall be uncertificated. For Shares represented by certificates, such certificates shall be registered in the Share ledger and transfer books of the Company as they are issued. They shall be signed by (i) the Chairman of the Board, the President or a Vice-President, and (ii) the Secretary or an Assistant Secretary, if any, or by the Chief Financial Officer or an Assistant Financial Officer, if any; and shall bear the Company’s seal, if any, which may be a facsimile, engraved or printed. Any or all of the signatures upon such certificate may be a facsimile, engraved or printed. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, any certificate shall have ceased to be such officer, transfer agent or registrar before the certificate is issued, it may be issued with the same effect as if he or she were such officer, transfer agent or registrar at the date of its issue. Unless otherwise specified, certificated and uncertificated Stock ownership shall give rise to the same rights and shall be in every other way identical.

6.2 Transfer, Legend, etc. Upon surrender to the Company or the transfer agent of the Company of a certificate for Shares duly endorsed or accompanied by proper evidence of succession, assessment or authority to transfer, the Company shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. Subject to applicable law, the Board of Directors may, by resolution, (a) impose restrictions on transfer or registration of transfer of Shares of the Company, and (b) require as a condition to the issuance or transfer of such Shares that the person or persons to whom such Shares are to be issued or transferred agree in writing to such restrictions. In the event that any such restrictions on transfer or registration of transfer are so imposed, the Company shall require that such restrictions be conspicuously noted on all certificates representing such Shares.

6.3 Certificates. Certificates of certificated Shares shall be in such forms as is required or authorized by statute and approved by the Board of Directors. The Share record books and the blank Share certificate books shall be kept by the Secretary or an Assistant Secretary, if any, or by any agent designated by the Board of Directors or Secretary for that purpose.

6.4 Lost, Stolen, Defaced, Worn Out, or Destroyed. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen, defaced, worn out or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, defaced, worn out or destroyed. When authorizing such issuance of a new certificate or certificates, the Company may, as a condition precedent thereto, (a) require the owner of any defaced or worn out certificate to deliver such certificate to the Company and order the cancellation of the same, and (b) require the owner of any lost, stolen, or destroyed certificate or certificates, or his, her or its legal representative, to advertise the same in such manner as the Company shall require and to give the Company a bond in such sum as it may direct as indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen, or destroyed. Thereupon, the Company may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen, defaced, worn out or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and name of the registered owner of the lost, stolen, defaced, worn out or destroyed certificate in lieu of which the new certificate is issued. Every certificate issued hereunder shall be issued without payment to the Company for such certificate; provided, that there shall be paid to the Company a sum equal to any exceptional expenses incurred by the Company in providing for or obtaining any such indemnity and security as is referred to herein.

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6.5 Record Holder of Shares. Except as otherwise provided by applicable law, the terms of the Limited Liability Company Agreement, or the Bylaws, the Company (a) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of Shares to receive distributions and to vote as such owner and (b) shall not be bound to recognize any equitable or other claim to or interest in such Share or Shares on the part of any other person, whether or not it shall have express or other notice thereof.

The Company may treat a fiduciary as having capacity and authority to exercise all rights of ownership in respect of Shares held by such fiduciary in the name of a decedent holder, a person, firm or corporation in conservation, receivership or bankruptcy, a minor, an incompetent person, or a person under disability, as the case may be, for whom such fiduciary is acting, and the Company, its transfer agent and its registrar, if any, upon presentation of evidence of appointment of such fiduciary shall be under no duty to inquire as to the powers of such fiduciary and shall not be liable for any loss caused by any act done or omitted to be done by the Company or its transfer agent or registrar, if any, in reliance thereon.

6.6 Determination of Shareholders of Record. In order that the Company may determine the Shareholders entitled to notice of or to vote at any meeting of Shareholders or any adjournment thereof, or to express consent to the Company’s actions in writing without a meeting, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) calendar days before the date of such meeting, nor more than sixty (60) calendar days prior to any other action.

If no record date is fixed:

(a) The record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b) The record date for determining Shareholders entitled to express consent to limited liability company action in writing without a meeting, when no proper action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(c) The record date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of Shareholders of record entitled to notice of or to vote at a meeting of Shareholders shall apply to any adjournment of the meeting; provided, that the Board of Directors may fix a new record date for the adjourned meeting.

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6.7 Appointment of Transfer Agents, Registrars, etc. The Board of Directors may from time to time by resolution appoint (a) one or more transfer agents and registrars for the Shares of the Company, (b) a plan agent to administer any employee benefit, distribution reinvestment, or similar plan of the Company, and (c) a distribution disbursing agent to disburse any and all distributions authorized by the Board and payable with respect to the Shares of the Company. The Board of Directors shall also have authority to make such other rules and regulations, not inconsistent with applicable law, the terms of the Limited Liability Company Agreement or these Bylaws, as it seems necessary or advisable with respect to the issuance, transfer and registration of certificates for Shares and the Shares represented thereby.

Article VII

General Provisions

7.1 Contracts, etc. Except as otherwise provided by applicable law, the terms of the Limited Liability Company Agreement or these Bylaws, the Board of Directors may authorize any officer or officers, any employee or employees, or any agent or agents, to enter into any contract or to execute, acknowledge or deliver any agreement, deed, mortgage, bond or other instrument in the name of an on behalf of the Company, and to affix the Company’s seal, if any, thereon. Such authority may be general or confined to specific instances.

7.2 Checks. All checks, notes, obligations, bills of exchange, acceptances or other orders in writing shall be signed by such person or persons as the Board of Directors may from time to time designate by resolution, or by those officers of the Company given such express authority by the terms of these Bylaws.

7.3 Company’s Seal. The Company’s seal, if any such seal is approved by the Board of Directors, shall have inscribed thereon the name of the Company and the year of its formation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

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7.4 Deposits. All funds of the Company shall be deposited from time to time to the credit of the Company in such banks, trust companies or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only upon checks or other orders signed by such one or more officers, employees or agents as designated in the Limited Liability Company Agreement, in these Bylaws or from time to time by the Board of Directors.

7.5 Amendment of Bylaws. Except as otherwise provided by the terms of the Limited Liability Company Agreement, these Bylaws may be amended, modified or repealed, or new Bylaws may be adopted, by a) the affirmative vote of a majority of all members of the Board of Directors then in office at any regular meeting of the Board of Directors, or at any special meeting thereof, if notice of such amendment, modification, repeal, or adoption of new Bylaws is contained in the notice of such special meeting; or b) the affirmative vote of a majority of all Shareholders at any regular meeting or at any special meeting thereof, if notice of such amendment, modification, repeal, or adoption of new Bylaws is contained in the notice of such special meeting.

7.6 Limited Liability Company Agreement. In the event of a conflict between the provisions of these Bylaws and the provisions of the Limited Liability Company Agreement or of applicable law or regulation, the terms of the Limited Liability Company Agreement, such law or such regulation respectively, shall control.

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AMENDED AND RESTATED BYLAWS

OF

W. P. CAREY & CO. LLC

(a Delaware limited liability company)

All capitalized words and terms used in these Bylaws and not defined herein shall have the respective meanings ascribed to them in the Amended and Restated Limited Liability Company Agreement of W. P. Carey & Co. LLC (the “Company”), as amended (the “Limited Liability Company Agreement”). These Bylaws shall be deemed an amendment and supplement to and part of the Limited Liability Company Agreement. have been amended and restated through April 25, 2008.

Article I

Offices and Fiscal Year

1.1 Registered Office. The registered office of the Company shall be in the City of Wilmington, County of New Castle, State of Delaware until a change in such office is established by resolution of the Board of Directors and a statement of such change is filed in the manner provided by applicable law.

1.2 Other Offices. The Company may also have offices and keep its books, documents and records at such other places within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Company may require.

1.3 Fiscal Year. The fiscal year of the Company shall end on the last day of December in each year or on such other date as the Board of Directors may designate by resolution.

Article II

Meetings of Shareholders

2.1 Annual and Special Meetings. (a) The annual meeting of Shareholders of the Company entitled to vote thereon for the election of the appropriate class and number of Directors, pursuant to the terms of the Limited Liability Company Agreement, and for the transaction of such other business as properly may come before such meeting, shall be held at such place, either within or without the SateState of Delaware, and at such time and on such date as shall be fixed from time to time by resolution of the Board of Directors and set forth in the notice or waiver of notice of the meeting.

(b) A special meeting of the Shareholders of the Company may be called by the Board of Directors or upon receipt by the Company of a written request for a special meeting, setting forth the purpose or purposes for which such meeting is called, signed by the holders of at least 10% of the outstanding Shares.

2.2 Notice of Meetings; Waiver. (a) Subject to the provisions of Article 13 of the Limited Liability Company Agreement, the Secretary or any Assistant Secretary shall cause written, telephonic or telecopied notice of the place, date, and hour of each meeting of Shareholders, and, in the case of a special meeting, the purpose or purposes for which such meeting is called, to be given personally or by telephone, facsimile, other electronic transmission, or mail, not less than ten10 nor more than 60 days prior to the meeting, to each Shareholder entitled to vote at such meeting. If such notice is mailed, it shall be deemed to have been given to a Shareholder when deposited in the United States mail, postage prepaid, directed to the Shareholder at his, her, or its address as it appears on the record of Shareholders of the Company, or, if he, she or it shall have duly filed with the Secretary of the Company a written request that notices to him, her, or it be mailed to some other address, then directed to such other address. Such further notice shall be given as may be required by law.

(b) No notice of any meeting of Shareholders need be given to any Shareholder who submits a signed waiver of notice, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of Shareholders need be specified in a written waiver of notice. The attendance of any Shareholder at a meeting of Shareholders shall constitute a waiver of notice of such meeting, except when the Shareholder attends a meeting for the sole and express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

2.42.3 Quorum. The required number of Shareholders to be present at any meeting of Shareholders so to constitute a quorum thereat shall be as set forth in the Limited Liability Company Agreement.

2.52.4 Voting. When a quorum is present at any meeting of the Shareholders, the vote of a majority of the total Shares actually cast by Shareholders present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the Limited Liability Company Agreement, listing standards of the New York Stock Exchange or applicable law or regulation, a vote by another number or manner is required, in which case such express provision shall govern and control the decision of the question.

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2.62.5 Adjournment. If a quorum is not present at any meeting of Shareholders, the Shareholders present in person or by proxy shall have the power to adjourn any such meeting from time to time until a quorum is present. Notice of any adjourned meeting of Shareholders of the Company need not be given if the place, date, and hour thereof are announced at the meeting at which the adjournment is taken; provided, that if the adjournment is for more than 30 days, a notice of the adjourned meeting, conforming to the requirements of Section 2.3 hereof, shall be given to each Shareholder entitled to vote at such meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted on the original date of the meeting.

2.72.6 Proxies (a) Any Shareholder entitled to vote at a meeting of Shareholders or to express consent to or dissent from action without a meeting may, by a written instrument signed by such Shareholder or his, her or its attorney-in-fact, authorize another Person to vote at any such meeting and express such consent or dissent for him, her or it by proxy. Execution may be accomplished by the Shareholder or his, her or its authorized officer, director, employee or agent signing such writing or causing his, her or its signature to be affixed to such writing by any reasonable means including, but not limited to, facsimile signature. A Shareholder may authorize another Person to act for him, her or it as proxy by transmitting or authorizing the transmission of a telegram, facsimile or other means of electronic transmission to the Person who will be the holder of the proxy; provided, that any such telegram, facsimile or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, facsimile or other electronic transmission was authorized by the Shareholder.

(b) No such proxy shall be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except in those cases where applicable law provides that a proxy shall be irrevocable. A Shareholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

2.82.7 Organization; Procedure. At every meeting of Shareholders, the presiding officer shall be the Chairman of the Board or, in the event of his or her absence or disability, the President or, in the event of his or her absence or disability, a presiding officer chosen by the Board of Directors prior to or at such meeting. The Secretary, any Assistant Secretary, or any appointee of the presiding officer shall act as secretary of the meeting. The order of business and all other matters of procedure at every meeting of Shareholders may be determined by such presiding officer.

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2.92.8 Inspectors. The presiding officer of the meeting of Shareholders shall appoint one or more inspectors to act at any meeting of Shareholders. Such inspectors shall perform such duties as shall be specified by the presiding officer of the meeting. Inspectors need not be Shareholders. No Director or nominee for the office of Director shall be appointed to be such inspector. The Inspector shall take an oath at each meeting appointed to execute the duties of inspector impartially, fairly, and to the best of his or her ability.

2.102.9 Consent of Shareholders in Lieu of Meeting. (a) To the fullest extent permitted by the Delaware Limited Liability Company Act, DEL. CODE ANN. tit. 6, ch. 18, as amended from time to time (the “Act”), but subject to the terms of the Limited Liability Company Agreement (which limit, define or modify such rights in certain circumstances), whenever the vote of Shareholders at a meeting is required or permitted to be taken for or in connection with any action, such action may be taken without a meeting, without prior notice, and without a vote of Shareholders, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of such percentage of the Shares entitled to vote as would be necessary under the terms of the Limited Liability Company Agreement to authorize or take such action and shall be delivered to the Company by delivery to its registered office in the State of Delaware, its principal place of business, or a Director, officer, or agent of the Company having custody of the books in which proceedings of meetings of Shareholders are recorded.

(b) Prompt written or telephonic notice of the taking of any action without a meeting by less than unanimous written consent of the Shareholders entitled to vote shall be given to those Shareholders (entitled to vote thereon) who have not consented in writing.

2.11 Action by Telephonic Communications. Shareholders may participate in a meeting of Shareholders by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. 2.122.10 Shareholder Proposals. For any Shareholder proposal to be presented in connection with an annual meeting of Shareholders of the Company, as permitted by these Bylaws or required by applicable law, including any proposal relating to the nomination of a person to be elected to the Board of Directors of the Company, the Shareholders must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a Shareholder’s notice shall be delivered to the Secretary at the principal business offices of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is

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advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the Shareholder to be timely must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. Such Shareholder’s notice shall set forth (a) as to each person whom the Shareholder proposes to nominate for election or reelection as a Director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); (b) as to any other business that the Shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder and of the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the Shareholder giving the notice and the beneficial owner , if any, on whose behalf the nomination or proposal is made, (i) the name and address of such Shareholder, as they may appear on the Company’s books, and of such beneficial owner and (ii) the class and number of Shares of the Company which are owned beneficially and of record by such Shareholder and such beneficial owner.

Article III

Board of Directors

3.1 General Powers. Except as may otherwise be provided by the Act or by the terms of the Limited Liability Company Agreement, the property, affairs and business of the Company shall be managed by or under the direction of the Board of Directors, and the Board of Directors may exercise all the powers of the Company as set forth in the Limited Liability Company Agreement. The Directors shall act only as a Board or by designated committees, and the individual Directors shall have no power as such.

3.2 Number and Term of Office. The number and classes of Directors constituting the entire Board of Directors shall be as provided by the terms of the Limited Liability Company Agreement. Each Director (whenever elected) shall, subject to the terms of the Limited Liability Company Agreement, hold office until his or hersuch Director’s successor is elected or qualified or until such Director’s earlier death, resignation, or removal. A Director shall not be required to be a Shareholder or a resident of the State of Delaware.

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3.3 Election of Directors. Except as provided in Section 3.12 hereof, or as otherwise provided in the Limited Liability Company Agreement, the appropriate class and number of Directors shall be elected at each annual meeting of Shareholders. At each meeting of Shareholders for the election of Directors, provided a quorum is present, the appropriate class and number of Directors to be elected thereat shall be elected by the vote of Shareholders (entitled to vote thereon) in the manner as set forth in Section 2.5 of the Bylaws. The Limited Liability Company Agreement shall govern the election of specific classes of Directors.

3.4 Annual and Regular Meetings. The annual meeting of the Board of Directors for the purpose of electing officers and for the transaction of such other business as may come before the meeting shall be held as soon as possible following adjournment of the annual meeting of Shareholders at the place of such annual meeting of Shareholders or at such otherat such time and place as the Board of Directors may determine. Notice of such annual meeting of the Board of Directors need not be given. The Board of Directors from time to time may by resolution provide for the holding of regular meetings and fix the place (which may be within or without the State of Delaware) and the date and hour of such meeting. Notice of regular meetings need not be given; provided, that if the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be mailed, given by telephone, hand delivered or sent by facsimile promptly, to each Director who shall not have been present at the time of the meeting at which such action was taken. Notice of such action need not be given to any Director who attends the first regular meeting after such action is taken without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting.

3.5 Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, by the President or by a majority of the members of the Board of Directors, at such place (within or without the State of Delaware), date and hour as may be specified in the respective notices or waivers of notice of such meetings. Special meetings of the Board of Directors may be called on 24 hours’ notice, if notice is given to each Director personally or by telephone or facsimile, or on three3 days’ notice, if notice is mailed to each Director. Unless otherwise indicated in the notice thereof, and subject to the terms of Limited Liability Company Agreement, any and all business may be transacted at any special meeting of the Board of Directors. Notice of any special meeting need not be given to any Director who attends such meeting without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting.

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3.6 Quorum; Voting. Subject to the terms of the Limited Liability Company Agreement and these Bylaws with respect to matters on which action may be taken without the presence of a quorum, at all meetings of the Board of Directors, the presence of a majority of the total authorized number of current members of the Board shall constitute a quorum for the transaction of business. Except as otherwise required by law, and subject to the terms of the Limited Liability Company Agreement and these Bylaws (with respect to the required vote of disinterested Directors on certain specified matters or otherwise), the vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

3.7 Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting of the Board of Directors to another time or place. No notice need be given of any adjourned meeting unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 3.5 hereof shall be given to each Director.

3.8 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors. Such an action is effective immediately upon consent of all Directors, or as otherwise stipulated.

3.9 Regulations; Manner of Acting. To the extent consistent with applicable law and the terms of the Limited Liability Company Agreement, the Board of Directors may adopt such rules and regulations for the conduct of meetings of the Board of Directors and for the management of the property, affairs and business of the Company as the Board of Directors may deem appropriate.

3.10 Action by Telephonic Communications. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

3.11 Resignations; Removal. Subject to the terms of the Limited Liability Company Agreement, a Director may resign at any time upon 60 days’ prior written notice to the Company. A Director may be removed, with or without cause at any time pursuant to the terms of the Limited Liability Company Agreement.

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3.12 Vacancies and Newly Created Directorships. Subject to the terms of the Limited Liability Company Agreement, if any vacancies shall occur in the Board of Directors, by reason of death, resignation, removal or otherwise, or if the authorized number of Directors shall be increased by the Board of Directors, the Directors then in office shall continue to act, and such vacancies and newly created directorships may be filled by a majority of the Directors then in office, although less than a quorum. A Director elected to fill a vacancy or a newly created position on the Board shall hold office until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal. Any such vacancy or newly created position on the Board of Directors also may be filled at any time by vote of Shareholders pursuant to the terms of the Limited Liability Company Agreement and Section 3.3 hereof. In the event that a vacancy on the Board of Directors is filled pursuant to the terms of this Section 3.12, any such replacement shall assume the term of his/her predecessor.

3.13 Books and Records. (a) The Board of Directors shall cause to be kept complete and accurate books and records of account of the Company. The books of the Company (other than books required to maintain Capital Accounts) shall be kept on a basis that permits the preparation of financial statements in accordance with generally accepted accounting principles, and shall be made available to the Board of Directors for review from time to time, at the principal business office of the Company, for a purpose reasonably related to a Director’s position as a “manager” (within the meaning of the Act) of the Company.

(b) In addition to the foregoing, and for purposes of fully complying with the Act so to allow Shareholders access to certain information relating to the Company (for any purpose reasonably related to the requesting Shareholder’s interest as a Shareholder of the Company), the Company shall maintain at its principal business office the following information: (i) a current list of the full name and last known business, residence or mailing address of each Shareholder and Director, set forth in alphabetical order, (ii) a copy of the Certificate, the Limited Liability Company Agreement and Bylaws including all amendments thereto, and executed copies of all powers of attorney pursuant to which the Limited Liability Company Agreement or any amendment thereto has been executed, (iii) copies of the Company’s federal, state and local income tax returns and reports, for each fiscal year of the Company, (iv) copies of any financial statements of the Company for the three most recent years (or for such number of years as shall be necessary to afford a Shareholder full information regarding the financial condition of the Company), (v) true and full information regarding the status of the business of the Company, (vi) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each Shareholder and which each Shareholder has agreed to contribute in the future, and the date on which each became a Shareholder, and (vii) all other records and information required to be maintained pursuant to the Act. A Shareholder desiring to review any of the foregoing information must, prior to being given access to such information, make a written request on the Board of Directors or President of the Company for permission to review such information. The Shareholders’ rights to obtain any of the foregoing information shall be subject to such reasonable standards (including standards governing what information and documents are to be furnished at what time and location and at whose expense) as shall be established by the Board of Directors from time to time.

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(c) Notwithstanding anything contained in the foregoing to the contrary, but subject to the provisions of the Act, the Board of Directors each has the right to keep confidential from the Shareholders, for such period of time as the Board of Directors or President deems reasonable, any information which the Board of Directors or President reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Board of Directors or President in good faith believes is not in the best interest of the Company or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidential.

3.14 Reports. Forthwith upon request, the Board of Directors shall, at the cost and expense of the Company, cause the officers of the Company to furnish to each Director such information bearing on the financial condition and operations of the Company as any such Director may from time to time reasonably request for a purpose reasonably related to a Director’s position as a “manager” (within the meaning of the Act) of the Company, provided however, that such Director shall hold and maintain all such information in confidence unless otherwise approved in advance by the Board of Directors.

3.143.15 Compensation to Directors. Compensation for any Director shall be determined by the affirmative vote of a majority of the Directors. Upon submission of appropriate documentation, the Company shall reimburse Directors for all reasonable costs and expenses incurred by each Director in the performance of his/her duties as a Director of the Company.

3.153.16 Reserves. The Board of Directors may from time to time in its discretion establish reasonable cash reserves.

3.163.17 Committees of the Board of Directors. The Board of Directors may, from time to time, establish committees of the Board of Directors to exercise such powers and authorities of the Board of Directors and to perform such other functions, as the Board of Directors may from time to time determine by resolution. Such committees shall initially include the Executive Committee and the Audit Committee. Such committees shall be composed of two or more Directors, and , in the case of the Audit Committee, such Directors shall be Independent Directors. The Chairman of the Board shall appoint the chairman of each such committee, and the Board of Directors shall appoint the remaining members of the committee.

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Article IV

Officers

4.1 Number. The officers of the Company shall consist of a Chairman of the Board, a President, one or more Vice-Presidents, a Secretary , and, if deemed necessary, expedient, or desirable by the Board of Directors, one or more Assistant Secretaries, one or more Assistant Financial Officers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate.

4.2 Election. Unless otherwise determined by the Board of Directors, officers of the Company shall be elected by the Board of Directors at the annual meeting of the Board of Directors, and shall be elected to hold office until the next succeeding annual meeting of the Board of Directors. In the event of the failure to elect officers at such annual meeting, officers may be elected at any regular or special meeting of the Board of Directors. Each officer shall hold office until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

4.3 Salaries. The salaries of all officers, employees and other agents of the Company shall be fixed by the Board of Directors, or by the officer or officers designated by the Board of Directors to establish such salaries.

4.4 Resignation, Vacancies and Removal. Subject to any employment contractual arrangements that may be in place with the Company, any officer may resign at any time by giving written notice of resignation, signed by such officer, to the Board of Directors, at the Company’s principal office. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the Company by death, resignation, removal or otherwise, shall, subject to the terms of the Limited Liability Company Agreement, be filled by the Board of Directors. Subject to any employment contractual arrangements that may be in place with the Company, all officers, agents and employees of the Company shall be subject to removal with or without cause at any time by the affirmative vote of a majority of all members of the Board of Directors then in office.

4.5 Authority and Duties of Officers. The officers of the Company shall have such authority and shall exercise such powers and perform such duties as may be specified in the Limited Liability Company Agreement, in these Bylaws or from time to time by the Board of Directors, except that in any event each officer shall exercise such powers and perform such duties as may be required by law. The express powers and duties set forth below for each officer shall not restrict nor be in limitation of any powers or duties that may be delegated to any such officer by the Board of Directors or the President.

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4.6 The Chairman of the Board. The Chairman of the Board shall be the chief executive officer of the Company and shall preside at all meetings of the Shareholders and of the Board of Directors at which he or she is present. The Chairman of the Board (a) shall perform all of the duties usually incident to such office (analogizing to the office of chairman of the board of directors of a Delaware corporation), subject to the direction of the Board of Directors and (b) shall perform such other duties as may from time to time be assigned by the Board of Directors to the Chairman of the Board.

4.7 The President. The President shall be the chief operating officer of the Company, shall have general control and supervision of the policies and operations of the Company, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall manage and administer the Company’s business and affairs. In the event of the absence or disability of the Chairman of the Board, the President shall preside at all meetings of the Shareholders and of the Directors at which he or she is present. He or she shall have the authority to sign, in the name and on behalf of the Company, checks, orders, contracts, leases, notes, drafts and other documents and instruments in connection with the business of the Company, and together with the Secretary or an Assistant Secretary, conveyances of real estate and other documents and instruments to which the seal of the Company, if any, is affixed, subject to any requirements for prior approval of the Board of Directors and/or the Shareholders contained in the Act or in the Limited Liability Company Agreement. He or she shall have the authority to cause the employment or appointment of such employees and agents of the Company as the conduct of the business of the Company may require, and to remove or suspend any employee or agent elected or appointed by him or her. The President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

4.8 The Vice President. If one or more Vice-Presidents is elected, he/they shall perform the duties of the President in his absence (in their order of rank) and such other duties as may from time to time be assigned to them by the Board of Directors or the President.

4.9 The Secretary. The Secretary shall have the following powers and duties: (a) keep or cause to be kept a record of all the proceedings of the meetings of Shareholders and of the Board of Directors in books provided for that purpose; (b) cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by law; (c) be the custodian of the records of the Company; (d) properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, the terms of the Limited Liability Company Agreement or these Bylaws; (e) have charge of the books and ledgers of the Company and cause the books to be kept in such manner as to show at any time the Shares of all Shareholders, the names (alphabetically arranged) and the addresses of the Shareholders, the Shares held by such Shareholders, and the date

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as of which each became a Shareholder; (f) sign (unless the Chief Financial Officer, an Assistant Financial Officer or Assistant Secretary shall have signed) certificates (if any) representing Shares, the issuance of which shall have been authorized by the Limited Liability Company Agreement; and (g) perform, in general, all duties incident to the office of Secretary (analogizing to the office of secretary of a Delaware corporation) and such other duties as may be assigned to him or her from time to time by the Board of Directors or the President.

4.10 Additional Officers. The Board of Directors may appoint such other officers and agents as it may deem appropriate, and such other officers and agents shall hold their offices for such terms and shall exercise such powers and perform such duties as may be determined from time to time by the Board of Directors. The Board of Directors from time to time may delegate to any officer or agent the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any such officer or agent may remove any such subordinate officer or agent appointed by him or her, for or without cause.

4.11 Failure to Elect. A failure to elect officers shall not dissolve or otherwise affect the Company.

Article V

Notice; Waivers of Notice

5.1 Notice, What Constitutes. Except as otherwise provided by applicable law, any provision of the Limited Liability Company Agreement or these Bylaws which requires notice to be given to any Director or Shareholder of the Company shall not be deemed or construed to require personal notice (unless otherwise expressly provided therein), such notice may be given in writing and delivered by telecopy, first or second class mail or Federal Express or similar expedited commercial carrier, addressed to such Director or Shareholder at his address as it appears on the records of the Company, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same is received or deposited in the U.S. mail or with Federal Express or similar expedited commercial carrier or at the time it is telecopied.

Whenever any notice is required to be given by the terms of the Limited Liability Company Agreement or these Bylaws to any Shareholder, to whom (a) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such Shareholder during the period between such two consecutive annual meetings, or (b) all, and at least two, distributions (if sent by first class mail, Federal Express or similar expedited commercial carrier) during a twelve-month period, have been mailed addressed to such Shareholder at his address as shown on the records of the Company and have

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been returned undeliverable, the giving of such notice to such Shareholder shall not thereafter be required. Any action or meeting which shall be taken or held without notice to such Shareholder shall have the same force and effect as if such notice had been duly given.

If any such Shareholder shall deliver to the Company a written notice setting forth his then current address, the requirement that notice be given to such Shareholder shall be reinstated.

5.2 Waivers of Notice. Except as otherwise provided by the terms of these Bylaws, whenever any notice is required to be given under the terms of the Limited Liability Company Agreement or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Except as otherwise provided by applicable law, the terms of the Limited Liability Company Agreement or these Bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of Shareholders, Directors or members of a committee of Directors need be specified in any written waiver of notice of such meeting.

Article VI

Certificates of Shares, Transfer, etc.

6.1 Issuance. Each Shareholder shall be entitled to a certificate or certificates for Shares of the Company owned by him, her or it. The Share certificates of the CompanyShares. Shares shall be represented by certificates or shall be uncertificated. For Shares represented by certificates, such certificates shall be registered in the Share ledger and transfer books of the Company as they are issued. They shall be signed by (i) the Chairman of the Board, the President or a Vice-President, and (ii) the Secretary or an Assistant Secretary, if any, or by the Chief Financial Officer or an Assistant Financial Officer, if any; and shall bear the Company’s seal, if any, which may be a facsimile, engraved or printed. Any or all of the signatures upon such certificate may be a facsimile, engraved or printed. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, any certificate shall have ceased to be such officer, transfer agent or registrar before the certificate is issued, it may be issued with the same effect as if he or she were such officer, transfer agent or registrar at the date of its issue. Unless otherwise specified, certificated and uncertificated Stock ownership shall give rise to the same rights and shall be in every other way identical.

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6.2 Transfer, Legend, etc. Upon surrender to the Company or the transfer agent of the Company of a certificate for Shares duly endorsed or accompanied by proper evidence of succession, assessment or authority to transfer, the Company shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. Subject to applicable law, the Board of Directors may, by resolution, (a) impose restrictions on transfer or registration of transfer of Shares of the Company, and (b) require as a condition to the issuance or transfer of such Shares that the person or persons to whom such Shares are to be issued or transferred agree in writing to such restrictions. In the event that any such restrictions on transfer or registration of transfer are so imposed, the Company shall require that such restrictions be conspicuously noted on all certificates representing such Shares.

6.3 Certificates. Certificates of the Companycertificated Shares shall be in such forms as is required or authorized by statute and approved by the Board of Directors. The Share record books and the blank Share certificate books shall be kept by the Secretary or an Assistant Secretary, if any, or by any agent designated by the Board of Directors or Secretary for that purpose.

6.4 Lost, Stolen, Defaced, Worn Out, or Destroyed. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen, defaced, worn out or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, defaced, worn out or destroyed. When authorizing such issuance of a new certificate or certificates, the Company may, as a condition precedent thereto, (a) require the owner of any defaced or worn out certificate to deliver such certificate to the Company and order the cancellation of the same, and (b) require the owner of any lost, stolen, or destroyed certificate or certificates, or his, her or its legal representative, to advertise the same in such manner as the Company shall require and to give the Company a bond in such sum as it may direct as indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen, or destroyed. Thereupon, the Company may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen, defaced, worn out or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and name of the registered owner of the lost, stolen, defaced, worn out or destroyed certificate in lieu of which the new certificate is issued. Every certificate issued hereunder shall be issued without payment to the Company for such certificate; provided, that there shall be paid to the Company a sum equal to any exceptional expenses incurred by the Company in providing for or obtaining any such indemnity and security as is referred to herein.

6.5 Record Holder of Shares. Except as otherwise provided by applicable law, the terms of the Limited Liability Company Agreement, or the Bylaws, the Company (a) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of Shares to receive distributions and to vote as such owner and (b) shall not be bound to recognize any equitable or other claim to or interest in such Share or Shares on the part of any other person, whether or not it shall have express or other notice thereof.

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The Company may treat a fiduciary as having capacity and authority to exercise all rights of ownership in respect of Shares held by such fiduciary in the name of a decedent holder, a person, firm or corporation in conservation, receivership or bankruptcy, a minor, an incompetent person, or a person under disability, as the case may be, for whom such fiduciary is acting, and the Company, its transfer agent and its registrar, if any, upon presentation of evidence of appointment of such fiduciary shall be under no duty to inquire as to the powers of such fiduciary and shall not be liable for any loss caused by any act done or omitted to be done by the Company or its transfer agent or registrar, if any, in reliance thereon.

6.6 Determination of Shareholders of Record. In order that the Company may determine the Shareholders entitled to notice of or to vote at any meeting of Shareholders or any adjournment thereof, or to express consent to the Company’s actions in writing without a meeting, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) calendar days before the date of such meeting, nor more than sixty (60) calendar days prior to any other action.

If no record date is fixed:

(a) The record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b) The record date for determining Shareholders entitled to express consent to limited liability company action in writing without a meeting, when no proper action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(c) The record date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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A determination of Shareholders of record entitled to notice of or to vote at a meeting of Shareholders shall apply to any adjournment of the meeting; provided, that the Board of Directors may fix a new record date for the adjourned meeting.

6.7 Appointment of Transfer Agents, Registrars, etc. The Board of Directors may from time to time by resolution appoint (a) one or more transfer agents and registrars for the Shares of the Company, (b) a plan agent to administer any employee benefit, distribution reinvestment, or similar plan of the Company, and (c) a distribution disbursing agent to disburse any and all distributions authorized by the Board and payable with respect to the Shares of the Company. The Board of Directors shall also have authority to make such other rules and regulations, not inconsistent with applicable law, the terms of the Limited Liability Company Agreement or these Bylaws, as it seems necessary or advisable with respect to the issuance, transfer and registration of certificates for Shares and the Shares represented thereby.

Article VII

General Provisions

7.1 Contracts, etc. Except as otherwise provided by applicable law, the terms of the Limited Liability Company Agreement or these Bylaws, the Board of Directors may authorize any officer or officers, any employee or employees, or any agent or agents, to enter into any contract or to execute, acknowledge or deliver any agreement, deed, mortgage, bond or other instrument in the name of an on behalf of the Company, and to affix the Company’s seal, if any, thereon. Such authority may be general or confined to specific instances.

7.2 Checks. All checks, notes, obligations, bills of exchange, acceptances or other orders in writing shall be signed by such person or persons as the Board of Directors may from time to time designate by resolution, or by those officers of the Company given such express authority by the terms of these Bylaws.

7.3 Company’s Seal. The Company’s seal, if any such seal is approved by the Board of Directors, shall have inscribed thereon the name of the Company and the year of its formation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

7.4 Deposits. All funds of the Company shall be deposited from time to time to the credit of the Company in such banks, trust companies or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only upon checks or other orders signed by such one or more officers, employees or agents as designated in the Limited Liability Company Agreement, in these Bylaws or from time to time by the Board of Directors.

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7.5 Amendment of Bylaws. Except as otherwise provided by the terms of the Limited Liability Company Agreement, these Bylaws may be amended, modified or repealed, or new Bylaws may be adopted, by a) the affirmative vote of a majority of all members of the Board of Directors then in office at any regular meeting of the Board of Directors, or at any special meeting thereof, if notice of such amendment, modification, repeal, or adoption of new Bylaws is contained in the notice of such special meeting; or b) the affirmative vote of a majority of all Shareholders at any regular meeting or at any special meeting thereof, if notice of such amendment, modification, repeal, or adoption of new Bylaws is contained in the notice of such special meeting.

7.6 Limited Liability Company Agreement. In the event of a conflict between the provisions of these Bylaws and the provisions of the Limited Liability Company Agreement or of applicable law or regulation, the terms of the Limited Liability Company Agreement, such law or such regulation respectively, shall control.

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EX-10.2

Exhibit 10.2

W. P. CAREY & CO. LLC

SHARE OPTION AGREEMENT

W. P. CAREY & CO. LLC, a Delaware limited liability company (the “Company”), and                     , an employee of the Company (the “Optionee”), in consideration of the mutual promises contained in this Agreement and intending to be legally bound hereby, agree as follows:

1. Grant of Option. (a) The Company hereby confirms the grant to the Optionee as of                     ,  _____  (the “Grant Date”) of an option (the “Option”) to purchase up to                      Shares of the Company at an option price of $                     per Share, under and subject to the terms and conditions of this Agreement and the W. P. Carey & Co. LLC 2009 Share Incentive Plan (the “Plan”), which is hereby incorporated by reference and made a part of this Agreement.

(b) Subject to earlier termination as provided in the Plan or in this Agreement, the Option is exercisable in whole or in part (in whole shares only) under the following schedule:

[On and after                     ,  _____  as to one-third of the shares subject to the Option;

On and after                     ,  _____  as to an additional one-third of the shares subject to the Option; and

On and after                     ,  _____  as to the final one-third of the shares subject to the Option.]

For purposes of the foregoing schedule, any fractional share for any year shall be rounded down to the next whole share, except for the last year set forth above which shall include the balance of Option Shares. In no event may this Option be exercised after the close of business on                     ,  _____.

2. Acceptance of Option and Acknowledgments. The Optionee hereby (a) accepts the Option granted under the Plan, (b) acknowledges that he has received, read and understood the Plan and (c) agrees to be bound by the terms and provisions of the Plan, as amended from time to time; provided, however, that no termination, modification or amendment of the Plan shall, without the consent of the Optionee, adversely affect the rights of the Optionee with respect to the Option (except as expressly permitted by the Plan or as may be necessary to comply with applicable law).

3. Procedure for Exercise of Option. (a) The Option may be exercised only by delivery by the Optionee of written, electronic or telephonic notice to the Company or its agent in the form prescribed. Each exercise form must set forth the number of Shares as to which the Option is exercised, must be dated and signed, or its equivalent, by the person exercising the Option and must be accompanied by (i) a cash payment (which may be made by means of a check, bank draft or money order) in United States dollars, [(ii) shares of already-owned Shares or shares withheld from the exercise of the Option at the fair market value of such shares on the date of exercise,] (iii) the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or [(iv) any combination of cash and such shares, in the amount of the full purchase price for the number of Shares as to which the Option is exercised; provided, however, that any portion of the option price representing a fraction of a share shall be paid by the Optionee in cash.]

(b) The Optionee may choose to exercise an Option by participating in a broker or other agent-sponsored exercise or financing program. If the Optionee so chooses, the Company shall, upon receipt of the required payment, deliver the Shares acquired pursuant to the exercise of the Option to the broker or other agent, as designated by the Optionee, and shall cooperate with all other reasonable procedures of the broker or other agent to permit participation by the Optionee in the sponsored exercise or financing program.

(c) [The Company shall advise any person exercising the Option in whole or in part with already-owned or withheld Shares as to the amount of any additional cash payment required to be made to the Company to complete payment of the applicable option price, and such person shall be required to make such payment to the Company before any distribution of certificates representing Shares will be made.]

(d) If a person other than the Optionee exercises the Option, such person shall submit proof satisfactory to the Company of the right of such person to exercise the Option.

(e) The date of exercise is the date on which the required notice, proof of right to exercise (if required) and payment of the option price in cash [or already-owned Shares] are delivered to the Company or its agent. [For purposes of determining the date of exercise where payment of the option price is made in already-owned or withheld Shares, any cash required to be paid to the Company with respect to a fraction of a share shall not be taken into account in determining whether payment of the option price has been made.]

4. Rights Upon Death or Disability. Upon the Optionee’s death or disability, the Optionee’s rights with respect to the Option shall be determined in accordance with Section 5 of the Plan.

5. Rights Upon Termination of Employment. Unexercised Options granted hereunder, whether vested or unvested, will be forfeited by Optionee upon termination of Optionee’s employment for any reason other than death or disability. Notwithstanding the foregoing, the Optionee will have 30 days from the date of termination to exercise options vested as of the date of termination except in the case of a termination for Cause (unless the Committee, in its sole discretion, determines otherwise in the case of a termination for Cause).

6. Delivery or Recordation of Certificates. Subject to Section 3 of this Agreement, the Company shall deliver or record in book-entry or electronic form a certificate or certificates representing the number of Shares to which the person exercising the Option is entitled as soon as practicable after the date of exercise. Unless the person exercising the Option otherwise directs the Company in writing, the certificate or certificates shall be registered in the name of the person exercising the Option and delivered to such person. [If the Option is exercised and the option price is paid in whole or in part with already-owned Shares, the Company will deliver or record at the same time and return to the person exercising the Option a certificate representing the number of any shares included in any certificate or certificates delivered to the Company at the time of exercise which were not used to pay the option price.]

7. Withholding of Taxes. (a) The Company shall advise the Optionee as to the amount of any income, employment or other taxes required to be withheld by the Company on any compensation income resulting from the exercise of the Option. The Optionee shall pay such required withholding directly to the Company in cash upon request or may elect to have such tax withholding obligation satisfied through withholding shares to be issued pursuant to the Option [or transferring already-owned shares].

(b) If the Optionee does not pay the required withholding to the Company as provided in paragraph (a) within ten days after such request is made, the Company may withhold such taxes from any other compensation to which the Optionee is entitled from the Company. The Optionee shall hold harmless the Company (and any of its officers and employees) in so satisfying the Company’s withholding obligation. No shares shall be issued under this Agreement until such withholding obligation has been satisfied by the Optionee.

8. Further Conditions of Exercise. The obligation of the Company to deliver shares on exercise of the Option shall be subject to the effectiveness of a Registration Statement under the Securities Act of 1933, as amended, with respect to such shares, if deemed necessary or appropriate by the Committee. If, at the time of exercise of the Option, no such Registration Statement is in effect, the shares delivered on exercise of the Option may be made subject to such transfer restrictions (including the placing of an appropriate legend on the certificates restricting the transfer of the stock) as the Committee may deem necessary or appropriate to comply with applicable securities laws. If such Registration Statement is not in effect prior to the exercise of the Option under this Agreement, the notice of exercise shall be accompanied by a representation or agreement of the person exercising the Option to the Company to the effect that such shares are being acquired for investment and not with a view to the resale or distribution of the shares, and such further documentation as may be required by the Company, unless the Company determines in its sole discretion that such representation, agreement or documentation is not necessary to comply with the Securities Act of 1933, as amended.

9. Shareholder Rights. The Optionee shall have no rights as a shareholder with respect to any shares subject to this Option until a certificate for the shares is issued to or recorded for the benefit of the Optionee. Except as otherwise provided in the Plan and Section 10 below, no adjustment shall be made for dividends or other rights for which the record date precedes the date of issuance of such certificate.

10. Capital Adjustments. The number of Shares subject to this Option, and the option price for the Shares, shall be subject to adjustment as provided in the Plan to reflect any share dividend, share split, share combination, share exchange, recapitalization, merger, consolidation, reorganization, or like event, of or by the Company.

11. Change of Control. Notwithstanding the provisions of Section 1 of this Agreement, the Option shall automatically become fully exercisable upon the occurrence of a Change of Control as defined in Section 13 of the Plan.

12. Administration. The Committee shall have full discretion to interpret and administer this Agreement and to delegate all or any part of its duties and responsibilities. The interpretation of this Agreement by the Committee or its delegate, and any action taken by them, shall be binding and conclusive upon all parties having or claiming any interest under this Agreement. No member of the Committee and no employee of the Company shall, in any event, be liable to any person for any action taken or omitted to be taken in connection with this Agreement or the Plan, so long as such action or omission to act was in good faith.

13. Notice. Any notice, consent, election or demand required or permitted to be given under the provisions of this Agreement or the Plan shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent, election or demand is to be mailed, it shall be sent by United States certified mail, postage prepaid, addressed to such party’s last known address. The date of such mailing shall be deemed the date of notice, consent, election or demand.

14. Effect of Agreement on Rights of Company and Optionee. This Agreement does not confer any right on the Optionee to continue in the employ of the Company, any Subsidiary or Affiliate or interfere in any way with the rights of the Company, any Subsidiary or Affiliate to terminate the employment of the Optionee.

15. Option Not Transferable. The rights of the Optionee under this Agreement are not subject to the claims of his or her creditors and may not (except as may otherwise be permitted by the Plan) be voluntarily or involuntarily transferred, assigned, alienated, accelerated or encumbered; provided, however, that the Option may, to the extent permitted under the Plan, be transferred by will or by the laws of descent and distribution upon the death of the Optionee. During the lifetime of the Optionee, this Option may (except as may otherwise be permitted by the Plan) only be exercised by the Optionee.

16. Severability. If any portion of this Agreement shall be held invalid or illegal for any reason, such event shall not affect or render invalid or unenforceable the remainder of this Agreement.

17. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company and upon the legal representatives, heirs and legatees of the Optionee.

18. Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Optionee and supersedes all prior agreements and understandings, oral or written, between the Company and the Optionee with respect to the subject matter of this Agreement.

19. Amendment. This Agreement, including the Plan, which is incorporated herein by reference, may (except as provided in the Plan) only be amended, altered or modified by a written instrument signed by the parties hereto, or their respective successors, and it may not be terminated (except as provided herein or in the Plan).

20. Construction. Capitalized terms shall have the same meaning as is given those terms in the Plan unless the context otherwise requires. If there is any conflict between the Plan and this Agreement, the provisions of the Plan shall control. The section headings contained in this Agreement are for reference only and shall have no effect on the interpretation of any of the provisions of this Agreement.

21. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, to the extent applicable, without regard to conflicts of laws principles.

IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement effective as of the Grant Date.

W. P. CAREY & CO. LLC

By:

OPTIONEE

Name:

EX-10.3

Exhibit 10.3

W. P. CAREY & CO. LLC

RESTRICTED SHARE AGREEMENT

AGREEMENT dated as of Date, between W. P. Carey & Co. LLC, a Delaware limited liability company (“W. P. Carey & Co.”), and Name (the “Grantee”).

WHEREAS, W. P. Carey & Co. desires to grant to the Grantee Number Shares of W. P. Carey & Co. (the “Shares”) to Grantee under the 2009 Share Incentive Plan (the “Plan”).

WHEREAS, the parties to this Agreement wish to provide the terms and conditions upon which W. P. Carey & Co. will grant Shares to the Grantee.

ACCORDINGLY, the parties agree as follows:

1. Grant of Shares. W. P. Carey & Co. hereby grants to the Grantee Number Shares subject to the terms of this Agreement.

2. Vesting. (a) The Grantee’s rights to any Shares granted under this Agreement shall become fully vested and nonforfeitable [at the rate of twenty-five percent (25%) per year] during which Grantee serves as an employee of W. P. Carey & Co. or its Subsidiaries or its Affiliates except as described below. [February 15^th] shall be the anniversary date for purposes of this Agreement so that the first [25%] of Shares shall vest on [February 15, _____]. Except as provided in this Agreement, if the Grantee’s employment is terminated for any reason prior to the date on which the Shares become fully vested and nonforfeitable, the Grantee shall automatically and immediately forfeit any such unvested Shares.

(b) Notwithstanding the foregoing, if the Grantee either dies or becomes totally and permanently disabled (within the meaning of the disability insurance program or policy of W. P. Carey & Co. or its Subsidiary or Affiliate then applicable to the Grantee) while employed by W. P. Carey & Co. or a Subsidiary or Affiliate; the Grantee’s rights hereunder shall automatically become fully vested on the date he or she dies or becomes permanently disabled.

3. Dividends and Distributions. Any dividends or distributions payable with respect to the Shares shall be payable to Grantee whether or not the Shares are fully vested, provided that the Grantee is employed by W. P. Carey & Co. or its Subsidiaries or Affiliates on the date of payment.

4. Change in Control. (a) Upon the occurrence of a Change of Control of W. P. Carey & Co., the Grantee’s unvested Shares shall become fully vested and nonforfeitable.

(b) For purposes of this Agreement, “Change of Control” shall be as defined in Section 13 of the Plan.

5. Securities Law Compliance. (a) The Grantee represents and agrees that he or she is acquiring the granted Shares for his or her own account and not with the intention of reselling or distributing the Shares, except as permitted under this Agreement and any applicable federal and state securities laws.

(b) W. P. Carey & Co. shall have the right to take any actions it may deem necessary or appropriate to ensure that the Grantee’s Share grant complies with applicable federal and state securities laws.

6. Nontransferability of Benefits. Any Shares held in escrow by W. P. Carey & Co. for the Grantee or any beneficiary under this Agreement are not subject to the claims of his or her creditors and may not be voluntarily or involuntarily transferred, assigned, alienated, accelerated or encumbered.

7. Tax Liability. To the extent required by any federal, state or local law, the Grantee shall make such arrangements as may be required or be satisfactory to W. P. Carey & Co., in its sole and absolute discretion, for the payment of any tax withholding obligations that arise in connection with the granted Shares. The Grantee shall pay such required withholding directly to W. P. Carey & Co. in cash upon request or may elect to have such tax withholding obligation satisfied through withholding shares to be delivered [or transferring already-owned shares]. W. P. Carey & Co. shall not be required to deliver any Shares under this Agreement until such obligations are satisfied.

8. Effect on Employment Rights. Nothing in this Agreement shall be construed as giving the Grantee any right to continued employment with W. P. Carey & Co., its Subsidiaries or its Affiliates. Except as otherwise expressly provided herein, the terms and conditions of the Grantee’s employment with W. P. Carey & Co. shall remain unchanged.

9. Severability. If any portion of this Agreement shall be held invalid or illegal for any reason, such event shall not affect or render invalid or unenforceable the remainder of this Agreement.

10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Grantee, his or her beneficiary and W. P. Carey & Co. and its successors and assigns.

11. Notice. Any notice, consent, election or demand required or permitted to be given under the provisions of this Agreement shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent, election or demand is to be mailed, it shall be sent by United States certified mail, postage prepaid, addressed to such party’s last known address. The date of such mailing shall be deemed the date of notice, consent, election or demand.

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12. Administration. The Committee, as defined in the Plan, shall have full discretionary authority to (a) interpret, construe and administer this Agreement and to delegate all or a part of its duties and responsibilities hereunder, and (b) make all determination as to any rights under the Agreement. The interpretation and construction of this Agreement by the Committee or its delegate, and any action taken hereunder, shall be final, binding and conclusive upon all parties in interest. Neither the Committee nor any other officer or Grantee of W. P. Carey & Co. shall, in any event, be liable to any person for any action taken or omitted to be taken in connection with the interpretation, construction or administration of this Agreement, so long as such action or omission to act be made in good faith.

13. Amendment. This Agreement may not be amended, altered or modified, except by a written instrument signed by the parties hereto, or their respective successors, and may not be otherwise terminated except as provided herein.

14. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to its conflicts of laws provisions.

IN WITNESS WHEREOF, W. P. Carey & Co. and the Grantee have executed this Agreement as of the date first set forth above.

W. P. CAREY & CO. LLC

By:

Title:

GRANTEE:

Name:

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EX-10.4

Exhibit 10.4

W. P. CAREY & CO. LLC

RESTRICTED SHARE UNIT AGREEMENT

AGREEMENT dated as of  _____, between W. P. Carey & Co. LLC, a Delaware limited liability company (the “Company”), and  _____  (the “Grantee”).

WHEREAS, the Company desires to grant to the Grantee restricted share units (“RSUs”) under the 2009 Share Incentive Plan, as amended (the “Plan”), and the Long-Term Incentive Program thereunder, providing Grantee with the right to receive a common share of the Company (the “Shares”) for each RSU granted to Grantee.

WHEREAS, the parties to this Agreement wish to provide the terms and conditions upon which the Company will grant RSUs to the Grantee.

WHEREAS, all capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

ACCORDINGLY, the parties agree as follows:

1. Grant of RSUs. The Company hereby grants to the Grantee  _____  RSUs subject to the terms of this Agreement. Each RSU represents the right to receive a Share, subject to adjustment as provided in the Plan. RSUs shall not be entitled to voting rights.

2. Vesting and Payment. (a) The Grantee’s rights to any RSU granted under this Agreement shall become fully vested and nonforfeitable at the rate of [thirty-three and one-third percent (33 ¹/3%) per year] during which Grantee serves as an employee of the Company, its Subsidiaries or its Affiliates except as described below. [February 15]shall be the anniversary date for purposes of this Agreement so that the first [33 ¹/3%] of RSUs shall vest on [February 15, 20 ]. Except as provided in this Agreement, if the Grantee’s employment is terminated for any reason prior to the date on which the RSUs become vested and nonforfeitable, the Grantee shall automatically and immediately forfeit any such unvested RSUs.

(b) Notwithstanding the foregoing, if the Grantee either dies or becomes totally and permanently disabled (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended) while employed by the Company, a Subsidiary or any Affiliate, the Grantee’s rights hereunder shall automatically become fully vested on the date he or she dies or becomes permanently disabled.

(c) Subject to Section 2(d), if and to the extent earned, one Share shall be paid in satisfaction of each vested RSU as soon as practicable following vesting, but in no event later than 2¹/2 months following the end of the calendar year in which vesting has occurred and the RSU is no longer subject to a substantial risk of forfeiture.

(d) If permitted by the Company, Grantee may elect, in accordance with written plans or procedures adopted by the Company from time to time, to defer the distribution of all or any portion of the Shares that would otherwise be distributed to Grantee hereunder pursuant to Section 2 (“Deferred Shares”), or result from dividend payments thereon as provided in Section 3. Any Deferred Shares shall be credited to a bookkeeping account established on Grantee’s behalf under the Company’s written plans and/or procedures then in effect with respect to such Shares.

3. Dividend and Distribution Equivalents. With respect to each of the RSUs granted hereunder, each time the Board of the Company shall declare a cash dividend or distribution (or dividend or distribution payable in property other than Shares) with respect to Shares, then provided the record date is on or after the date of this Agreement and before the earliest of the (1) the date on which such RSUs are forfeited, (2) the date on which Shares are recorded or paid in satisfaction of such RSUs pursuant to Section 2(c), or (3) the date on which Shares that would otherwise be distributed to Grantee are converted to Deferred Shares under Section 2(d): a cash payment (or payment of other property) shall be made to the Grantee on the distribution payment date fixed in such declaration equal to the amount of the distribution payable per Share, multiplied by the number of such RSUs held by the Grantee as of the record date fixed in such declaration; provided, however, that the right to payment of such dividend equivalents is contingent upon Grantee’s employment by the Company on such payment date.

4. Change in Control. Upon the occurrence of a Change of Control of the Company, the Grantee’s unvested RSUs shall become fully vested and nonforfeitable.

5. Securities Law Compliance. (a) The Grantee represents and agrees that he or she is acquiring any Shares upon payment of the RSUs for his or her own account and not with the intention of reselling or distributing the Shares, except as permitted under this Agreement and any applicable federal and state securities laws.

(b) The Company shall have the right to take any actions it may deem necessary or appropriate to ensure that any such issuance of Shares complies with applicable federal and state securities laws.

6. Nontransferability of Benefits. Any RSUs are not subject to the claims of Grantee’s creditors and may not be voluntarily or involuntarily transferred, assigned, alienated, accelerated or encumbered.

7. Tax Liability. To the extent required by any federal, state or local law, the Grantee shall make such arrangements as may be required or be satisfactory to the Company, in its sole and absolute discretion, for the payment of any tax withholding obligations that arise in connection with the payment of the Shares underlying the RSUs. The Grantee shall pay such required withholding directly to the Company in cash upon request or may elect to have such tax withholding obligation satisfied through withholding shares to be issued pursuant to the RSUs [or transferring already-owned shares]. The Company shall not be required to deliver any Shares under this Agreement until such obligations are satisfied.

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8. Effect on Employment Rights. Nothing in this Agreement shall be construed as giving the Grantee any right to continued employment with the Company, its Subsidiaries or its Affiliates. Except as otherwise expressly provided herein, the terms and conditions of the Grantee’s employment with the Company shall remain unchanged.

9. Severability. If any portion of this Agreement shall be held invalid or illegal for any reason, such event shall not affect or render invalid or unenforceable the remainder of this Agreement.

10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Grantee, his or her beneficiary and the Company and its successors and assigns.

11. Notice. Any notice, consent, election or demand required or permitted to be given under the provisions of this Agreement shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent, election or demand is to be mailed, it shall be sent by United States certified mail, postage prepaid, addressed to such party’s last known address, or by facsimile with proof of transmission. The date of such mailing or transmission shall be deemed the date of notice, consent, election or demand.

12. Administration. The Committee shall have full discretionary authority to (a) interpret, construe and administer this Agreement and to delegate all or a part of its duties and responsibilities hereunder, and (b) make all determination as to any rights under the Agreement. The interpretation and construction of this Agreement by the Committee or its delegate, and any action taken hereunder, shall be final, binding and conclusive upon all parties in interest. Neither the Committee nor any director, officer or Grantee of the Company shall, in any event, be liable to any person for any action taken or omitted to be taken in connection with the interpretation, construction or administration of this Agreement, so long as such action or omission to act be made in good faith.

13. Amendment. Except as provided herein, this Agreement may not be amended, altered or modified in a manner materially adverse to the Grantee, except by a written instrument signed by the parties hereto, or their respective successors, and may not be otherwise terminated except as provided herein.

14. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to its conflicts of laws provisions.

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IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the date first set forth above.

W. P. CAREY & CO. LLC
By:
	Title:
GRANTEE:
	Name:

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EX-10.5

Exhibit 10.5

LONG-TERM PERFORMANCE SHARE UNIT AWARD AGREEMENT

pursuant to the

W. P. CAREY & CO. LLC
2009 SHARE INCENTIVE PLAN

* * * * * * *

Participant:

Date of Grant:

Number of Performance Share Units granted:

This Long-Term Performance Share Unit Award Agreement (this “Agreement”) is made as of the Date of Grant set forth above by and between Company, a Delaware limited liability company (the “Company”), and the individual whose name is set forth above (“Participant”), whose address is in care of Company, pursuant to the Company’s 2009 Share Incentive Plan (the “Plan”) and the Long-Term Incentive Program thereunder. The terms of the Plan are incorporated herein by reference, and terms defined in the Plan have the same meanings in this Agreement unless otherwise defined herein or the context otherwise requires. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the award provided hereunder). In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

1. Grant of Performance Share Units. The Company hereby grants to the Participant, as of the Date of Grant specified above, the number of Performance Share Units specified above (the “Target Award”) with respect to the Shares of the Company. Subject to the terms and conditions herein set forth, these Performance Share Units represent contingent commitments by the Company to issue and deliver (hereafter referred to as “conversion”) to Participant, in recognition of the achievement of specified performance criteria and Participant’s continued service to the Company and at no cost to Participant, Shares at a future date, with the maximum amount of Shares subject to this award to equal [3 times] the Target Award plus any Shares issuable under Section 3 hereof, all as subject to adjustment as set forth in Section 3 of the Plan. This Agreement does not entitle Participant to any payment of cash compensation.

The Participant shall not have the rights of a stockholder in respect of the Shares underlying this Award until such Shares are delivered to the Participant in accordance with Section 4.

2. Performance Conditions. The Performance Share Units are subject to the following performance conditions:

(a) Performance Period. The Performance Period with respect to this award shall be the [three] calendar year period January 1, 20XX through December 31, 20XX.

(b) Relative Performance. The number of Shares which Participant will be entitled to receive from the Company upon conversion pursuant to this Agreement following the completion of the Performance Period is directly related to the actual level of performance achieved during such period, defined as Threshold, Target, Stretch or Maximum.

(c) Performance Criteria. The Committee shall employ such criteria for evaluating the performance of the Company over the Performance Period as the Committee shall in its discretion deem appropriate (the “Performance Criteria”). These criteria, and the pre-established performance goals with respect thereto, shall be communicated to Participant in a Performance Chart to accompany and be made a part of this Agreement as Appendix A.

(d) Determination of Final Awards. As promptly as practicable upon the completion of the Performance Period, the Committee shall assess and certify the relative achievement of the Performance Criteria and determine the percentage (not to exceed [300%]), if any, of the Target Award to be awarded to Participant (the full number of Shares resulting from the application of such percentage being hereinafter called the “Final Award”), provided that the Committee shall bear no liability for any delay in such assessment. The Committee shall have the discretion to increase the Final Award, but not beyond the Maximum, and shall have no discretion to reduce the Final Award if and to the extent the Performance Criteria are satisfied. As promptly as practicable upon the determination of the Final Award, the Company shall notify Participant of the number of Shares to be issued in connection with the Final Award, including Distribution Reinvestment Shares, as defined below, provided that the Committee and the Company shall bear no liability for any delay in such notification.

3. Dividend Equivalent Rights. The Company shall maintain a bookkeeping account for Participant (the “Distribution Equivalent Account”) for the purpose of crediting additional Shares attributable to the reinvestment of dividends on the Shares into which the Performance Share Units subject to this Agreement may be converted, as if such dividends had been reinvested in such Shares on the date of payment. On the date of payment of a cash dividend, stock dividend, and other distributions made generally to the holders of Shares, provided the record date for such distribution occurs on or after the first day of the Performance Period and before recordation or delivery of the Shares under Section 4 or conversion to Deferred Shares under Section 5, the Company shall provisionally credit to Participant’s Distribution Equivalent Account a number of Shares (including fractions thereof) (the “Distribution Reinvestment Shares”) equal to (a)x(b)/(c), where (a) equals the Target Award (expressed as the number of Shares to which such Award is equivalent), (b) equals the dollar amount of such distribution per Share, and (c) equals the closing price of Shares on the New York Stock Exchange on such date of payment (or, if the Exchange is closed on such date, on the immediate prior trading date).

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In connection with the determination of the Final Award, the Company shall recalculate the final number of Distribution Reinvestment Shares, if any, deliverable to the Participant by assuming that, in the foregoing equation, on each such payment date, (a) equals the Final Award (expressed as the number of Shares to which such Award is equivalent).

The Shares credited to Participant’s Distribution Equivalent Account shall be subject to the same forfeiture restrictions, restrictions on transferability, and elective deferral opportunities as apply to the Shares into which the Performance Share Units subject to this Agreement may be converted.

4. Delivery of Shares. Subject to the terms of the Plan, and any elective deferral pursuant to Section 5 of this Agreement, within 2¹/2 months following the year in which the Performance Period ends and the Final Award is no longer subject to a substantial risk of forfeiture, the Company shall distribute to Participant the number of Shares comprising the Final Award and the number of Distribution Reinvestment Shares calculated as provided in Section 3. In connection with the delivery of the Shares pursuant to this Agreement, Participant agrees to execute any documents reasonably requested by the Company.

5. Elective Deferral of Receipt of Shares. If permitted by the Company, Participant may elect, in accordance with written plans or procedures adopted by the Company from time to time, to defer the distribution of all or any portion of the Shares that would otherwise be distributed to Participant hereunder pursuant to Section 4 (“Deferred Shares”). Any Deferred Shares shall be credited to a bookkeeping account established on Participant’s behalf under Company’s written plans and/or procedures then in effect with respect to such shares.

6. Non-Transferability. The Performance Share Units created by this Agreement are not transferable by Participant other than by will or the laws of descent and distribution. Any attempt to transfer contrary to the provisions hereof shall be null and void.

7. Termination of Employment.

(a) Forfeiture of All Rights. If Participant’s employment with the Company terminates for any reason other than Disability, Involuntary Dismissal, Retirement or death prior to the conclusion of the Performance Period, the Performance Share Units subject to this Agreement shall immediately be cancelled and this Agreement shall become null and void and Participant (and Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to the Performance Share Units, the Distribution Reinvestment Shares, or the Shares or Deferred Shares referred to in this Agreement. Notwithstanding the foregoing, the Committee, in its sole discretion, may determine, prior to the effective date of any such termination, that all or a portion of any the Participant’s unvested Performance Share Units (or Distribution Reinvestment Shares, Shares or Deferred Shares) shall not be so cancelled and forfeited.

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(b) Forfeiture of Pro-Rated Rights. If the Participant’s employment with the Company terminates prior to the conclusion of the Performance Period due to the Participant’s Disability, Involuntary Dismissal, Retirement or death, Participant or Participant’s beneficiary, as the case may be, will be entitled to receive a pro-rata portion of the Final Award, contingent upon satisfaction of the Performance Criteria, and any Distribution Reinvestment Shares credited in connection therewith, issued to the Participant at the time specified in Section 4 of this Agreement; except that, in the event such amount is conditioned upon a separation from service and not compensation the Participant could receive without separating from service, then no such payment may be made to a Participant who is a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) until the first day following the six-month anniversary of the Participant’s separation from service. The pro-rata number of Shares to be delivered to Participant as his or her Final Award will be calculated as (a) x (b)/(c), where (a) equals the number of shares that would have comprised the Final Award had the last day of the final year of Participant’s employment been the last day of the Performance Period, (b) equals the number of days from January , 20 to Participant’s last date of employment with the Company prior to such Disability, Involuntary Dismissal, Retirement or death, and (c) equals [1,095]. Distribution Reinvestment Shares in connection with such Final Award shall be calculated as provided in Section 3 through the last day of the final year of Participant’s employment. Except with respect to such pro-rated portion of the Final Award and the Dividend Reinvestment Shares associated therewith, the Participant shall have no other or further rights to Performance Share Units, Dividend Reinvestment Shares, Shares or Deferred Shares under this Agreement. The pro-rated Final Award as approved by the Committee shall be final and binding on the Participant and the Company.

(c) Definitions. For purposes of this Agreement, “Disability” shall have the same meaning set forth in any employment agreement between the Company and Participant; in the absence of such an agreement, “Disability” means disability as determined in accordance with Section 409A of the Code.

For purposes of this Agreement, “employment with the Company” shall mean and include any employment by a Subsidiary of the Company and may in the Committee’s sole discretion also include any employment by an Affiliate of the Company that is not a Subsidiary of the Company.

For purposes of this Agreement, “Involuntary Dismissal” shall mean the termination of Participant’s employment with the Company through and directly attributable to an action taken by the Board, the Committee, or the Company, other than dismissal for Cause. For purposes of this Agreement, “Cause” shall have the same meaning set forth in any employment agreement between the Company (or any Subsidiary or Affiliate) and Participant; in the absence of such an agreement, “Cause” shall have the meaning set forth in Section 1 of the Plan.

For purposes of this Agreement, “Retirement” shall mean the Participant’s termination of employment with the Company (other than for Cause) after reaching Early Retirement Age or Normal Retirement Age, in each case as defined in the Carey Asset Management Corp. Profit Sharing Plan.

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8. Withholding of Income and Other Taxes. To the extent required by any federal, state or local law, the Participant shall make such arrangements as may be required or be satisfactory to the Company, in its sole and absolute discretion, for the payment of any tax withholding obligations that arise in connection with the payment of the Shares underlying the Performance Share Units. The Grantee shall pay such required withholding directly to the Company in cash upon request or may elect to have such tax withholding obligation satisfied through withholding shares to be issued pursuant to the Performance Share Units [or transferring already-owned shares]. The Company shall not be required to deliver any Shares under this Agreement until such obligations are satisfied.

9. Adjustments. The Performance Share Units, Shares and Dividend Reinvestment Shares are subject to adjustment as provided in Section 3 of the Plan.

10. Legal Compliance. The Company may postpone the time of delivery of certificates of its Shares for such additional time as the Company shall deem necessary or desirable to enable it to comply with the registration requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) or any Rules or Regulations of the Securities and Exchange Commission promulgated thereunder or the requirements of other applicable laws, including state laws relating to authorization, issuance or sale of securities and including the rules and regulations of the New York Stock Exchange or such other exchange on which the Shares may then be listed. The Participant represents and agrees that he or she is acquiring any Shares upon payment of the Performance Share Units for his or her own account and not with the intention of reselling or distributing the Shares, except as permitted under this Agreement and any applicable federal and state securities laws. The Company shall have the right to take any actions it may deem necessary or appropriate to ensure that any issuance of Shares complies with applicable federal and state securities laws.

If Participant fails to accept delivery of the Shares upon tender of delivery thereof, his or her right with respect to such undelivered Shares may be terminated in the Company’s discretion, or terminated in accordance with applicable law.

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11. Miscellaneous Provisions.

(a) Effect on Other Employee Benefit Plans. The value of the Performance Share Units granted pursuant to this Agreement and the value of Shares issued and delivered hereunder will not be included as compensation, earnings, salary or other similar terms used when calculating Participant’s benefits under any employee benefit plan sponsored by the Company (or any Subsidiary), except as such plan may otherwise expressly provide.

(b) No Employment Rights. The award of Performance Shares Units granted pursuant to this Agreement does not give Participant any right to remain employed by the Company and there is no obligation for uniformity of treatment of the Participant with any other participant or employee.

(c) Entire Agreement; Amendment. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. Except as provided herein, this Agreement may not be modified or amended in a manner materially adverse to the Participant, except by a writing signed by both the Company and Participant.

(d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the principles of conflict of laws thereof.

(e) Notices. Any notice which may be required or permitted under this Agreement shall be in writing and shall be delivered in person, or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:

If such notice is to the Company, to the attention of the Corporate Secretary of Company, or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.

If such notice is to Participant, at his or her address as shown on the Company’s records, or at such other address as Participant, by notice to the Company, shall designate in writing from time to time.

(f) Compliance with Laws. The issuance of the Shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto, including the rules and regulations of the New York Stock Exchange or such other exchange on which the Shares may then be listed. The Company shall not be obligated to issue any Shares pursuant to this Agreement if such issuance would violate any such requirements.

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(g) Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. Participant shall not assign any part of this Agreement without the prior express written consent of the Company in it is discretion.

(h) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

(i) Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

(j) Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated there under.

(k) Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

IN WITNESS WHEREOF, COMPANY has caused this Agreement to be executed on its behalf by an officer of the Company thereunto duly authorized and Participant has accepted the terms of this Agreement, both as of the date of grant.

COMPANY
By:
Participant:
	Name:
	Signature:

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Appendix A. Performance Chart

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EX-10.7

Exhibit 10.7

W. P. CAREY & CO. LLC
RESTRICTED SHARE UNIT AGREEMENT

AGREEMENT dated as of                     , between W. P. Carey & Co. LLC, a Delaware limited liability company (the “Company”), and                      (the “Grantee”).

WHEREAS, the Grantee is a Non-Employee Director of the Company and is awarded restricted share units (“RSUs”) under the 2009 Non-Employee Directors’ Incentive Plan (the “Plan”), providing Grantee with the right to receive a common share of the Company (the “Shares”) for each RSU granted to Grantee.

WHEREAS, the parties to this Agreement wish to provide the terms and conditions upon which the Company will grant RSUs to the Grantee.

WHEREAS, all capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

ACCORDINGLY, the parties agree as follows:

1. Grant of RSUs. The Company hereby grants to the Grantee  _____  RSUs subject to the terms of this Agreement. Each RSU represents the right to receive a Share, subject to adjustment as provided in the Plan. RSUs shall not be entitled to voting rights.

2. Vesting and Payment. (a) The Grantee’s rights to any RSU granted under this Agreement shall be fully vested and nonforfeitable upon grant.

(b) One Share shall be paid in satisfaction of each vested RSU within 30 days following the Grantee Non-Employee Director’s separation from service, within the meaning of Section 409A of the Code.

3. Dividend and Distribution Equivalents. With respect to each of the RSUs granted hereunder, each time the Board of the Company shall declare a cash dividend or distribution (or dividend or distribution payable in property other than Shares) with respect to Shares, then provided the record date is on or after the date of this Agreement and before the date on which Shares are recorded or paid in satisfaction of such RSUs pursuant to Section 2(b): a cash payment (or payment of other property) shall be made to the Grantee within 30 days following the distribution payment date fixed in such declaration equal to the amount of the distribution payable per Share, multiplied by the number of such RSUs held by the Grantee as of the record date fixed in such declaration; provided, however, that the right to payment of such dividend equivalents is contingent upon Grantee’s continued service with the Company on the distribution payment date and Grantee shall have no election with respect to the taxable year of payment.

4. Securities Law Compliance. (a) The Grantee understands and acknowledges by acceptance of the RSUs that he or she is acquiring any Shares upon payment of the RSUs for his or her own account and not with the intention of reselling or distributing the Shares, except as permitted under this Agreement and any applicable federal and state securities laws.

(b) The Company shall have the right to take any actions it may deem necessary or appropriate to ensure that any such issuance of Shares complies with applicable federal and state securities laws.

5. Nontransferability of Benefits. Any RSUs are not subject to the claims of Grantee’s creditors and may not be voluntarily or involuntarily transferred, assigned, alienated, accelerated or encumbered.

6. Effect on Directors’ Rights. Nothing in this Agreement shall be construed as giving the Grantee any right to continue as a Director of the Company or interfere in any way with the rights of the shareholders of the Company or the Board to elect and remove Directors.

7. Severability. If any portion of this Agreement shall be held invalid or illegal for any reason, such event shall not affect or render invalid or unenforceable the remainder of this Agreement.

8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Grantee, his or her beneficiary and the Company and its successors and assigns.

9. Notice. Any notice, consent, election or demand required or permitted to be given under the provisions of this Agreement shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent, election or demand is to be mailed, it shall be sent by United States certified mail, postage prepaid, addressed to such party’s last known address, or by facsimile with proof of transmission. The date of such mailing or transmission shall be deemed the date of notice, consent, election or demand.

10. Administration. The Committee shall have full discretionary authority to (a) interpret, construe and administer this Agreement and to delegate all or a part of its duties and responsibilities hereunder, and (b) make all determination as to any rights under the Agreement. The interpretation and construction of this Agreement by the Committee or its delegate, and any action taken hereunder, shall be final, binding and conclusive upon all parties in interest. Neither the Committee nor any director, officer or Grantee of the Company shall, in any event, be liable to any person for any action taken or omitted to be taken in connection with the interpretation, construction or administration of this Agreement, so long as such action or omission to act be made in good faith.

11. Amendment. Except as provided herein, this Agreement may not be amended, altered or modified in a manner materially adverse to the Grantee, except by a written instrument signed by the parties hereto, or their respective successors, and may not be otherwise terminated except as provided herein.

12. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to its conflicts of laws provisions.

EX-10.8

Exhibit 10.8

W. P. CAREY & CO. LLC

1997 SHARE INCENTIVE PLAN

(Amended through June 11, 2009)

The name of the plan is the W. P. Carey & Co. LLC 1997 Share Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees and Eligible Directors of W. P. Carey & Co. LLC (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

SECTION 1
Definitions

The following terms shall be defined as set forth below:

“Act” means the Securities Exchange Act of 1934, as amended.

“Affiliate” means any entity other than the Company and its Subsidiaries that is designated by the Board or the Committee as a participating employer under the Plan.

“Award” or “Awards”, except where referring to a particular category of grant under the Plan, shall include Incentive Listed Share Options, Non-Qualified Listed Share Options, Restricted Listed Shares Awards, Restricted Share Units, Performance Share Awards, Performance Share Units and Dividend Equivalent Rights.

“Board” means the Board of Directors of the Company.

“Cause” means and shall be limited to a vote of the Board to the effect that the participant should be dismissed as a result of (i) any material breach by the participant of any agreement to which the participant and the Company or an Affiliate are parties, (ii) any act (other than retirement) or omission to act by the participant, including without limitation, the commission of any crime (other than ordinary traffic violations) that may have a material and adverse effect on the business of the Company or any Affiliate or on the participant’s ability to perform services for the Company or any Affiliate, or (iii) any material misconduct or neglect of duties by the participant in connection with the business or affairs of the Company or any Affiliate.

“Change of Control” is defined in Section 13.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

“Committee” means any Committee of the Board referred to in Section 2.

“Disability” means disability as set forth in Section 22(e)(3) of the Code.

“Dividend Equivalent Right” means a right, granted under Section 8, to receive cash, Listed Shares or other property equal in value to dividends paid with respect to a specified number of Listed Shares or the excess of dividends paid over a specified rate of return. Dividend Equivalent Rights may be awarded on a free-standing basis or in connection with another Award, and may be paid currently or on a deferred basis.

“Effective Date” means the date on which the Plan is approved by the Board as set forth in Section 15.

“Eligible Director” means members of the Board who are employees of the Company, its Subsidiaries or their Affiliates and who are not Non-Employee Directors.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the related rules, regulations and interpretations.

“Fair Market Value” on any given date means the last reported sale price at which Listed Share is traded on such date or, if no Listed Share is traded on such date, the most recent date on which Listed Shares were traded, as reflected on the New York Stock Exchange or, if applicable, any other national stock exchange which is the principal trading market for the Listed Shares.

“Incentive Listed Share Option” means any Listed Share option designated and qualified as an “Incentive Stock Option” as defined in Section 422 of the Code.

“Listed Shares” means the Listed Shares of the Company, subject to adjustment pursuant to Section 3.

“Non-Employee Director” means a member of the Board who: (i) is not currently an officer of the Company or any Affiliate; (ii) does not receive compensation for services rendered to the Company or any Affiliate in any capacity other than as a Director; (iii) does not possess an interest in any transaction with the Company for which disclosure would be required under the securities laws; or (iv) is not engaged in a business relationship with the Company for which disclosure would be required under the securities laws.

“Non-Qualified Listed Share Option” means any Listed Share Option that is not an Incentive Listed Share Option.

“Option” or “Listed Share Option” means any option to purchase Listed Shares granted pursuant to Section 5.

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“Parent” means a “parent corporation” as defined in Section 424(e) of the Code.

“Performance Share Award” means Awards granted pursuant to Section 7.

“Performance Share Unit” means Awards granted pursuant to Section 7.

“Restricted Listed Share Award” means Awards granted pursuant to Section 6.

“Restricted Share Unit” means Awards granted pursuant to Section 6.

“Subsidiary” means any entity (other than the Company) in an unbroken chain of entities, beginning with the Company if each of the entities (other than the last entity in the unbroken chain) owns equity possessing 50% or more of the total combined voting power of all classes of equity in one of the other entities in the chain.

SECTION 2
Administration of Plan; Committee Authority to Select Participants
and Determine Awards

(a) Committee. The Plan shall be administered by a committee of not less than two directors, as appointed by the Board from time to time (the “Committee”) who are “non-employee directors” as then defined under Rule 16b-3 of the Act.

(b) Powers of Committee. The Committee shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:

(i) to select the officers, employees and Eligible Directors of the Company and Affiliates to whom Awards may from time to time be granted;

(ii) to determine the time or times of grant, and the extent, if any, of Incentive Listed Share Options, Non-Qualified Listed Share Options, Restricted Listed Shares, Restricted Share Units, Performance Shares, Performance Share Units and Dividend Equivalent Rights, or any combination of the foregoing, granted to any officer, employee or Eligible Director;

(iii) to determine the number of Listed Shares to be covered by any Award granted to an officer, employee, Eligible Director or Affiliate;

(iv) to determine and modify the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award granted to an officer, employee or Director, which terms and conditions may differ among individual Awards and participants, and to approve the form of written instruments evidencing the Awards;

(v) to accelerate the exercisability or vesting of all or any portion of any Award granted to a participant;

(vi) subject to the provisions of Section 5(ii), to extend the period in which Listed Share Options granted may be exercised;

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(vii) to determine whether, to what extent and under what circumstances Listed Shares and other amounts payable with respect to an Award granted to a participant shall be deferred either automatically or at the election of the participant and whether and to what extent the Company will pay or credit amounts equal to interest (at rates determined by the Committee) or dividends or deemed dividends on such deferrals; and

(viii) to adopt, alter and repeal such rules, guidelines administration of the Plan and for its own acts and shall deem advisable; to interpret the terms and Plan and any Award (including related written instruments) granted to a participant; and to decide all disputes arising in connection with and make all determinations it deems advisable for the administration of the Plan.

All decisions and interpretations of the Committee shall be binding on all persons, including the Company and Plan participants.

SECTION 3
Shares Issuable under the Plan; Mergers; Substitution

(a) Shares Issuable. The maximum number of Listed Shares reserved and available for issuance under the Plan shall be 6,200,000. For purposes of this limitation, the Listed Shares underlying any Awards, including Dividend Equivalent Rights, which are forfeited, canceled, reacquired by the Company, satisfied without the issuance of Listed Shares or otherwise terminated (other than by exercise) shall be added back to the Listed Shares available for issuance under the Plan so long as the participants to whom such Awards had been previously granted received no benefits of ownership of the underlying Listed Shares to which the Award related. Notwithstanding the foregoing, the following Listed Shares shall not become available for purposes of the Plan: (1) Listed Shares previously owned or acquired by an awardee that are delivered to the Company, or withheld from an Award, to pay the exercise price, or (2) Listed Shares that are delivered or withheld for purposes of satisfying a tax withholding obligation. Listed Shares issued under the Plan may be unissued Listed Shares or Listed Shares reacquired by the Company.

(b) Listed Shares, Dividends, Mergers, etc. In the event of any recapitalization, reclassification, split-up or consolidation of Listed Shares, separation (including a spin-off), dividend on Listed Shares payable in securities of the Company (including Listed Shares), or other similar change in capitalization of the Company or a merger or consolidation of the Company or sale by the Company of all or a portion of its assets or other similar event, the Committee shall make such appropriate adjustments in the exercise prices of Awards, including Awards then outstanding, in the number and kind of securities, cash or other property which may be issued pursuant to Awards under the Plan, including Awards then outstanding, and in the number of Listed Shares with respect to which Awards may be granted (in the aggregate and to individual participants) as the Committee deems equitable with a view toward maintaining the proportionate interest of the participant and preserving the value of the Awards.

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(c) Substitute Awards. The Committee may grant Awards under the Plan in substitution for share and share-based awards held by employees of another corporation who concurrently become employees of the Company or an Affiliate as the result of a merger or consolidation of the employing corporation with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or Listed Shares of the employing corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances.

SECTION 4
Eligibility

Participants in the Plan will be Eligible Directors and such full or part-time officers and other employees of the Company and its Affiliates who are responsible for or contribute to the management, growth or profitability of the Company and its Affiliates and who are selected from time to time by the Committee, in its sole discretion.

SECTION 5
Listed Share Options

Any Listed Share Option granted under the Plan shall be in such form as the Committee may from time to time approve. Listed Share Options granted under the Plan may be either Incentive Listed Share Options, subject to any required approval of the holders of Listed Shares, or Non-Qualified Listed Share Options. To the extent that any option does not qualify as an Incentive Listed Share Option, it shall constitute a Non-Qualified Listed Share Option. No Incentive Listed Share Option may be granted under the Plan after the tenth anniversary of the Effective Date.

The Committee in its discretion may grant Listed Share Options to employees of the Company or any Affiliate. Listed Share Options granted to Eligible Directors and employees pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(i) Exercise Price. The per share exercise price of a Listed Share Option granted pursuant to this Section 5 shall be determined by the Committee at the time of grant. The per share exercise price of a Listed Share Option shall not be less than 100% of Fair Market Value on the date of grant. If an employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of equity of the Company or any Subsidiary or Parent corporation and an Incentive Listed Share Option is granted to such employee, the option price shall be not less than 110% of Fair Market Value on the grant date.

(ii) Option Term. The term of each Listed Share Option shall be fixed by the Committee, but no Listed Share Option shall be exercisable more than ten years after the date the option is granted. If an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all classes of equity of the Company or any Subsidiary or Parent and an Incentive Listed Share Option is granted to such employee, the term of such option shall be no more than five years from the date of grant.

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(iii) Exercisability; Rights of a Shareholder. Listed Share Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Committee at or after the grant date. The Committee may at any time accelerate the exercisability of all or any portion of any Listed Share Option. An optionee shall have the rights of a shareholder only as to Listed Shares acquired upon the exercise of a Listed Share Option and not as to unexercised Listed Share Options.

(iv) Method of Exercise. Listed Share Options may be exercised in whole or in part, by giving written notice of exercise to the Company, specifying the number of Listed Shares to be purchased. Payment of the purchase price may be made by one or more of the following methods:

(A) In cash (by certified, bank check, money order or other instrument acceptable to the Committee);

(B) In the form of delivered Listed Shares that are not then subject to restrictions, or Listed Shares withheld from the exercise of the Award, in either case if permitted by the Committee in its discretion. Such surrendered or withheld shares shall be valued at Fair Market Value on the exercise date;

(C) Any combination of cash and such Listed Shares, if the use of Listed Shares is permitted by the Committee in its discretion, in the amount of the full purchase price for the number of Listed Shares as to which the Option is exercised; provided, however, that any portion of the option price representing a fraction of a share shall be paid by the Optionee in cash; or

(D) By the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection.

The delivery of certificates representing Listed Shares to be purchased pursuant to the exercise of the Listed Share Option will be contingent upon receipt from the Optionee (or a purchaser acting in his stead in accordance with the provisions of the Listed Share Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Listed Share Option or applicable provisions of laws.

(v) Non-transferability of Options. No Listed Share Option shall be transferable by the optionee otherwise than by will or by the laws of descent and distribution, except that (A) Non-Qualified Listed Share Options may be transferred by gifting for the benefit of a participant’s descendants for estate planning purposes or pursuant to a certified domestic relations order and (B) Vested Listed Share Options may be transferred by an optionee.

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(vi) Termination by Death. If any optionee’s service with the Company and its Affiliates terminates by reason of death, the Listed Share Option may thereafter be exercised, to the extent exercisable at the date of death, or to the full extent of the option, at the Committee’s discretion, by the legal representative or legatee of the optionee, for a period of six months (or such longer period as the Committee shall specify at any time) from the date of death, or until the expiration of the stated term of the Option, if earlier.

(vii) Termination by Reason of Disability.

(A) Any Listed Share Option held by an optionee whose service with the Company and its Affiliates has terminated by reason of Disability may thereafter be exercised, to the extent it was exercisable at the time of such termination or to the full extent of the option, at the Committee’s discretion, for a period of twelve months (or such longer period as the Committee shall specify at any time) from the date of such termination of service, or until the expiration of the stated term of the Option, if earlier.

(B) The Committee shall have sole authority and discretion to determine whether a participant’s service has been terminated by reason of Disability.

(C) Except as otherwise provided by the Committee at the time of grant or otherwise, the death of an optionee during a period provided in this Section 5(vii) for the exercise of a Non-Qualified Listed Share Option shall extend such period for six months from the date of death, subject to termination on the expiration of the stated term of the Option, if earlier.

(viii) Termination for Cause. If any optionee’s service with the Company or its Affiliates has been terminated for Cause, any Listed Share Option held by such optionee shall immediately terminate and be of no further force and effect; provided, however, that the Committee may, in its sole discretion, provide that such Listed Share Option can be exercised for a period of up to 30 days from the date of termination of service or until the expiration of the stated term of the Option, if earlier.

(ix) Other Termination. Unless otherwise determined by the Committee, if an optionee’s service with the Company and its Affiliates terminates for any reason other than death, Disability, or for Cause, any Listed Share Option held by such optionee may thereafter be exercised for such period, as the Committee shall specify at any time but in no event later than the expiration of the stated term of the option.

(x) Annual Limit on Incentive Listed Share Options. To the extent required for “Incentive Stock Option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the Listed Shares with respect to which Incentive Listed Share Options granted under this Plan and any other plan of the Company or its Subsidiaries become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000.

(xi) Restrictions on Listed Shares. Listed Shares issued upon exercise of a Listed Share Option shall be free of all restrictions under the Plan, except as otherwise provided herein.

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SECTION 6
Restricted Listed Share Awards and Restricted Share Units

(a) Nature of Restricted Listed Share Award and Restricted Share Units. The Committee may grant Restricted Listed Share Awards and Restricted Share Units to Eligible Directors and employees of the Company or any Affiliate. A Restricted Listed Share Award is an Award entitling the recipient to acquire, at no cost or for a purchase price determined by the Committee, Listed Shares subject to such restrictions and conditions as the Committee may determine at the time of grant (“Restricted Listed Shares”). A Restricted Share Unit represents a right to receive Listed Shares or cash based upon conditions as the Committee may determine at the time of grant (“Restricted Share Units”). Conditions may be based on continuing service and/or achievement of pre-established performance goals and objectives. In addition, a Restricted Listed Share Award or Restricted Share Unit may be granted to an Eligible Director or employee by the Committee in lieu of, or in addition to, any compensation due to such Eligible Director or employee.

(b) Acceptance of Award. A participant who is granted a Restricted Listed Share Award or Restricted Share Unit which requires the making of a payment to the Company shall have no rights with respect to such Award unless the participant shall have accepted the Award within 60 days (or such shorter date as the Committee may specify) following the award date by making payment to the Company by certified or bank check or other instrument or form of payment acceptable to the Committee in an amount equal to the specified purchase price, if any, of the Listed Shares, covered by the Award and by executing and delivering to the Company a written instrument that sets forth the terms and conditions of the Restricted Listed Shares or Restricted Share Unit in such form as the Committee shall determine.

(c) Rights as a Shareholder. Upon complying with Section 6(b) above, a participant shall have all the rights of a shareholder with respect to the Restricted Listed Shares including voting and dividend rights, subject to transferability restrictions and Company repurchase or forfeiture rights described in this Section 6 and subject to such other conditions contained in the written instrument evidencing the Restricted Listed Share Award. Unless the Committee shall otherwise determine, certificates evidencing shares of Restricted Listed Shares shall remain in the possession of the Company until such shares are vested as provided in Section 6(e) below. Holders of Restricted Share Units shall not have the rights of shareholders until Listed Shares are issued in satisfaction thereof, but may have Dividend Equivalent Rights, as determined by the Committee.

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(d) Restrictions. Restricted Listed Shares and Restricted Share Units may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein.

(e) Vesting of Restricted Listed Shares and Restricted Share Units. The Committee at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Listed Shares and Restricted Share Units and the Company’s right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the Listed Shares on which all restrictions have lapsed shall no longer be Restricted Listed Shares or Restricted Share Units and shall be deemed “vested.”

(f) Waiver, Deferral and Reinvestment of Dividends. The written instrument evidencing the Restricted Listed Share Award and/or Restricted Share Unit may require or permit the immediate payment, waiver, deferral or investment of dividends or Dividend Equivalent Rights paid on the Restricted Listed Shares or Restricted Share Units.

SECTION 7
Performance Share Awards and Performance Share Units

(a) Nature of Performance Shares and Performance Share Units. A Performance Share Award is an award entitling the recipient to acquire Listed Shares upon the attainment of specified performance goals. A Performance Share Unit represents a right to receive Listed Shares or cash based upon the achievement, or level of achievement, of one or more performance goals established by the Committee at the time of grant. The Committee may make Performance Share Awards and Performance Share Unit Awards independent of or in connection with the granting of any other Award under the Plan. Performance Share Awards and Performance Share Units may be granted under the Plan to Eligible Directors and employees of the Company or any Affiliate, including those who qualify for awards under other performance plans of the Company. The Committee in its sole discretion shall determine whether and to whom Performance Share Awards and Performance Share Units shall be made, the performance goals applicable under each such Award, the periods during which performance is to be measured, and all other limitations and conditions applicable to the awarded Performance Shares and Performance Share Units; provided, however, that the Committee may rely on the performance goals and other standards applicable to other performance based plans of the Company in setting the standards for Performance Share Awards and Performance Share Units under the Plan.

(b) Restrictions on Transfer. Performance Share Awards and Performance Share Units and all rights with respect to such Awards may not be sold, assigned, transferred, pledged or otherwise encumbered.

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(c) Rights as a Shareholder. A participant receiving a Performance Share Award shall have the rights of a shareholder only as to Listed Shares actually received by the participant under the Plan and not with respect to Listed Shares subject to the Award but not actually received by the participant. A participant shall be entitled to receive a Listed Share certificate evidencing the acquisition of Listed Shares under a Performance Share Award only upon satisfaction of all conditions specified in the written instrument evidencing the Performance Share Award (or in a performance plan adopted by the Committee). Holders of Performance Share Units shall not have the rights of shareholders until Listed Shares are issued in satisfaction thereof, but may have Dividend Equivalent Rights, as determined by the Committee. The written instrument evidencing the Performance Share Award and/or Performance Share Unit may require or permit the immediate payment, waiver, deferral or investment of dividends or Dividend Equivalent Rights paid on the Performance Award and/or Performance Share Units.

(d) Termination. Except as may otherwise be provided by the Committee at any time prior to termination of service, a participant’s rights in all Performance Share Awards and Performance Share Unit Awards shall automatically terminate upon the participant’s termination of service with the Company and its Affiliates for any reason (including, without limitation, death, Disability and for Cause).

(e) Acceleration, Waiver, Etc. At any time prior to the participant’s termination of service with the Company and its Affiliates, the Committee may in its sole discretion accelerate, waive or, subject to Section 12, amend any or all of the goals, restrictions or conditions imposed under any Performance Share Award or Performance Share Unit; provided, however, that in no event shall any provision of the Plan be construed as granting to the Committee any discretion to increase the amount of compensation payable under any Performance Share Award or Performance Share Unit to the extent such an increase would cause the amounts payable pursuant to the Performance Share Award to be nondeductible in whole or in part pursuant to Section 162(m) of the Code and the regulations thereunder, and the Committee shall have no such discretion notwithstanding any provision of the Plan to the contrary.

SECTION 8
Dividend Equivalent Rights

A Dividend Equivalent Right is an Award entitling the recipient to receive credits based on cash distributions that would be paid on the Listed Shares specified in the Dividend Equivalent Right (or other award to which it relates) if such shares were held by the recipient. A Dividend Equivalent Right may be granted hereunder to any participant as a component of another Award or as a freestanding Award. The terms and conditions of Dividend Equivalent Rights shall be specified in the grant. Dividend Equivalent Rights credited to a participant may be paid currently or may be deemed to be reinvested in additional Listed Shares. Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or Listed Shares or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of another Award may provide that such Dividend Equivalent Right shall be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other award. A Dividend Equivalent Right granted as a component or another Award may also contain terms and conditions different from such other award.

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SECTION 9
Tax Withholding

(a) Payment by Participant. Each participant shall, no later than the date as of which the value of an Award or of any Listed Shares or other amounts received thereunder first becomes includible in the gross income of the participant for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld with respect to such income. The Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the participant.

(b) Payment in Shares. A participant may elect to have such tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from Listed Shares to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due, or (ii) transferring to the Company Listed Shares owned by the participant with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due.

SECTION 10
Transfer, Leave of Absence, Etc.

For purposes of the Plan, the following events shall not be deemed a termination of service:

(a) a transfer to the employment of the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another; and

(b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing.

SECTION 11
Amendments and Termination

The Board may at any time amend or discontinue the Plan and the Committee may at any time amend or cancel any outstanding Award (or provide substitute Awards at the same or reduced exercise or purchase price or with no exercise or purchase price, but such price, if any, must satisfy the requirements which would apply to the substitute or amended Award if it were then initially granted under this Plan) for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s consent.

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SECTION 12
Status of Plan

With respect to the portion of any Award which has not been exercised and any payments in cash, Listed Shares or other consideration not received by a participant, a participant shall have no rights greater than those of a general unsecured creditor of the Company unless the Committee shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Listed Shares or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the provision of the foregoing sentence.

SECTION 13
Change of Control Provisions

Upon the occurrence of a Change of Control as defined in this Section 13:

(a) Each Listed Share Option shall automatically become fully exercisable unless the Committee shall otherwise expressly provide at the time of grant.

(b) Restrictions and conditions on Awards of Restricted Listed Shares, Restricted Share Units, Performance Shares, Performance Share Units and Dividend Equivalent Rights shall automatically be deemed waived, and the recipients of such Awards shall become entitled to receipt of the maximum amount of Listed Shares subject to such Awards unless the Committee shall otherwise expressly provide at the time of grant.

(c) Unless otherwise expressly provided at the time of grant, participants who hold Listed Share Options shall have the right, in lieu of exercising the Option, to elect to surrender all or part of such Option to the Company and to receive cash in an amount equal to the excess of (i) the higher of (x) the Fair Market Value of a Listed Share on the date such right is exercised and (y) the highest price paid for Listed Shares or, in the case of securities convertible into Listed Shares or carrying a right to acquire Listed Shares, the highest effective price (based on the prices paid for such securities) at which such securities are convertible into Listed Shares or at which Listed Shares may be acquired, by any person or group whose acquisition of voting securities has resulted in a Change of Control of the Company over (ii) the exercise price per share under the Option, multiplied by the number of shares of Listed Shares with respect to which such right is exercised.

(d) “Change of Control” shall mean the occurrence of any one of the following events:

(i) any “person”, as such term is used in Sections 13(d) and 14(d) of the Act (other than Wm. Polk Carey, the Carey Family, the W. P. Carey Foundation, the Company, any of its Subsidiaries, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan of the Company or any of its Subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 25% or more of either (A) the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Company’s Board of Eligible Directors (“Voting Securities”) or (B) the then outstanding shares of Listed Shares of the Company (in either such case other than as a result of acquisition of securities directly from the Company); or

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(ii) persons (as defined in the previous subsection) who, as of June 11, 2009, constitute the Company’s Board of Eligible Directors (the “Incumbent Eligible Directors”) cease for any reason, including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a Eligible Director of the Company subsequent to such date whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Eligible Directors shall, for purposes of this Plan, be considered an Incumbent Eligible Director; or

(iii) the Listed Shareholders of the Company shall approve (A) any consolidation or merger of the Company or any Subsidiary where the Listed Shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate 50% or more of the voting equity of the entity issuing cash or securities in the consolidation or merger (or of its ultimate parent entity, if any), (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company other than to an entity with respect to which, following such sale or disposition, the Listed Shareholders of the Company immediately prior to the sale own more than eighty percent (80%) of, respectively, the outstanding shares of stock and the combined voting power of the outstanding voting securities entitled to vote generally in the election of the board of such entity, or (C) any plan or proposal for the liquidation or dissolution of the Company;

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Listed Shares outstanding, increases (x) the proportionate number of Listed Shares beneficially owned by any person to 25% or more of the Listed Shares then outstanding or (y) the proportionate voting power represented by the Listed Shares beneficially owned by any person to 25% or more of the combined voting power of all then outstanding voting Securities; provided, however, that if any person referred to in clause (x) or (y) of this sentence shall thereafter become the beneficial owner of any additional Listed Shares or other Voting Securities (other than pursuant to a Listed Shares split, Listed Shares dividend, or similar transaction), then a “Change of Control” shall be deemed to have occurred for purposes of the foregoing clause (i). For purposes of the foregoing, “Carey Family” shall mean Wm. Polk Carey, his spouse, and lineal descendants and his brothers and brothers-in-law, sisters and sisters-in-law and each of their lineal descendants.

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SECTION 14
General Provisions

(a) No Distribution; Compliance with Legal Requirements. The Committee may require each person acquiring shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.

No shares of Listed Shares shall be issued pursuant to an Award until all applicable securities laws and other legal and Listed Shares exchange requirements have been satisfied. The Committee may require the placing of such stop-orders and restrictive legends on certificates for Listed Shares and Awards as it deems appropriate.

(b) Delivery of Listed Shares Certificates. Delivery of Listed Shares certificates to participants under this Plan shall be deemed effected for all purposes when the Company or a Listed Shares transfer agent of the Company shall have delivered such certificates in the United States mail, addressed to the participant, at the participant’s last known address on file with the Company.

(c) Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, subject to Listed Shareholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of the Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary.

SECTION 15
Effective Date of Plan

The Plan shall become effective upon approval by the Board, or any committee thereof with such authority. The ability to grant Incentive Listed Share Option Awards requires approval by the Listed Shareholders, and no such Awards may be issued hereunder prior to such approval.

SECTION 16
Governing Law

This plan shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, to the extent applicable.

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EX-31.1

Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Gordon F. DuGan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of W. P. Carey & Co. LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 8/6/2009

/s/ Gordon F. DuGan Gordon F. DuGan
President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Mark J. DeCesaris, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of W. P. Carey & Co. LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 8/6/2009

/s/ Mark J. DeCesaris Mark J. DeCesaris
Acting Chief Financial Officer

EX-32

Exhibit 32

Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of W. P. Carey & Co. LLC on Form 10-Q for the period ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of W. P. Carey & Co. LLC, does hereby certify, to the best of such officer’s knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of W. P. Carey & Co. LLC.

Date 8/6/2009

/s/ Gordon F. DuGan Gordon F. DuGan
President and Chief Executive Officer

Date 8/6/2009

/s/ Mark J. DeCesaris Mark J. DeCesaris
Acting Chief Financial Officer

The certification set forth above is being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Report as a separate disclosure document of W. P. Carey & Co. LLC or the certifying officers.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to W. P. Carey & Co. LLC and will be retained by W. P. Carey & Co. LLC and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.1

Exhibit 99.1

DIRECTOR AND OFFICER INDEMNIFICATION POLICY

OF

W.P. CAREY & CO. LLC
(a Delaware limited liability company)

RECITALS

A. The Limited Liability Company Agreement of W.P. Carey & Co. LLC, a Delaware limited liability company (the “Company”), provides that to the fullest extent permitted by law, Directors and officers of the Company shall be entitled to indemnification from the Company for any loss, damage or claim (including reasonable attorney’s fees incurred by any such person in connection therewith) due to any act or omission by any such person, except in the case of fraudulent or illegal conduct by the person.

B. The Company recognizes the increased risk of litigation and other claims being asserted against directors and officers of companies in the current environment and the likelihood that such risks will further increase during the current global financial crisis and international economic downturn.

C. The Company also recognizes that present and future Directors and officers require substantial protection against personal liability both to enhance continued service by current Directors and officers and to enable the Company to continue to attract and retain as Directors and officers of the Company the most capable persons reasonably available, and that Company officers and Directors rely on the indemnification provisions of the Company’s Limited Liability Agreement, as the same may be amended from time to time (the “LLC Agreement”). Accordingly, the Board of Directors deems it advisable and in the best interest of the Company and its security holders to adopt a Company policy that provides Directors and officers with express rights to indemnification (regardless of, among other things, any amendment to or revocation of such policy or amendment to the LLC Agreement, any change in the composition of the Company’s Board of Directors (the “Board”) or any acquisition or business combination transaction relating to the Company). The Company also wishes to provide for the advancement of expenses to Directors and officers as set forth herein and, to the extent the Company maintains insurance, for the continued coverage of Directors and officers under the Company’s directors’ and officers’ liability insurance policies.

D. In adopting the policy set forth herein, the Board is cognizant that the Company’s LLC Agreement provides expressly that the indemnification provided by the LLC Agreement is not to be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement, vote of the Company’s shareholders or Directors, or otherwise.

NOW, THEREFORE, the Board hereby confirms and establishes the following as the Company’s indemnification policy for its Directors and officers (hereinafter referred to as the “Policy”).

1. Company Obligation to Indemnify. (a) To the fullest extent provided in the LLC Agreement and to the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each person who (i) is, was, or has agreed to serve as, a Director or officer of the Company or (ii) at the request of the Company, is, was or has agreed to serve as, a director, officer, manager, trustee, administrator, partner, member, fiduciary, employee or agent of any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity (such persons being “Covered Persons” and each, a “Covered Person”), against all losses and against all expenses (including any reasonable attorney’s fees incurred by a Covered Person in connection therewith) due to any act or omission by the Covered Person during, in connection with or arising out of such Covered Person’s service.

(b) Without limiting the generality of paragraph (a), “serving at the request of the Company” shall include any service provided at the request of the Company as a director, officer, manager, trustee, administrator, partner, member, fiduciary, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, manager, trustee, administrator, partner, member, fiduciary, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

(c) Notwithstanding and in addition to any other provision of this Policy, to the extent that a Covered Person is, by reason of his or her service at the request of the Company, a witness in or otherwise incurs expenses in connection with any proceeding to which Covered Person is not a party, he or she shall be indemnified and held harmless by the Company against all expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

2. Exclusion. Notwithstanding any provision in this Policy, the Company shall not be obligated under this Policy to make any indemnity in connection with any claim made against a Covered Person in connection with any pending or completed action, suit, arbitration, investigation, inquiry, administrative hearing or any other actual or threatened proceeding (or any part of any such proceeding) initiated by such Covered Person, including a proceeding (or any part of any proceeding) initiated by such Covered Person against the Company (other than any proceeding commenced to enforce a Covered Person’s right to indemnification or to recover any expenses in which the Covered Person is successful) or against any of its Directors, officers, employees or other Covered Persons, unless (i) the Board authorized the proceeding (or any part of any proceeding) or (ii) the Company otherwise provides specific indemnification in connection with such claim.

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3. Advancement of Expenses. (a) The costs, charges and expenses (including attorney’s fees) incurred by or on behalf of a Covered Person in defending or investigating a threatened or pending action, suit or proceeding, whether civil, criminal administrative or investigative, shall be paid by the Company in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it ultimately shall be determined that such Covered Person is not entitled to be indemnified by the Company as provided in this Policy or otherwise. No bond or other security shall be required. This Section 3 shall not apply to any claim made by Covered Person for which indemnity is excluded pursuant to Section 2.

(b) The Company shall advance pursuant to Section 3(a) the costs, charges and expenses incurred by a Covered Person in connection with any action, suit or proceeding after receipt of the undertaking by or on behalf of such Covered Person as provided in Section 3(a) and within thirty (30) days after the receipt by the Company of a written statement or statements requesting such advances from time to time, whether prior to or after final disposition of any proceeding. Advances shall be interest-free and shall be made without regard to the Covered Person’s ability to repay such advances. Advances shall include any and all costs, charges and expenses (including attorney’s fees) incurred pursuing an action to enforce such right to receive advances.

4. Insurance. The Company may purchase and maintain insurance on behalf of any person who is or was a Director, officer, manager, trustee, administrator, partner, member, fiduciary, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, manager, trustee, administrator, partner, member, fiduciary, employee or agent of any other enterprise against any liability asserted against and incurred by such person in any such capacity, or arising out of the person’s status as such, whether or not the Company would have the power or the obligation to indemnify such person against such liability under the provisions of the LLC Agreement or this Policy. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, each Covered Person will be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Director or officer of the Company. The Company may, but shall not be required to, create a trust fund, grant a security interest or use other means including, without limitation, a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Policy.

5. Nonexclusivity. The indemnification and advancement of expenses mandated or permitted by, or granted pursuant to, this Policy shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the LLC Agreement, the Company’s Bylaws or any agreement, contract, vote of shareholders or of disinterested Directors of the Company, or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise for actions or inactions by the person in any capacity. The provisions of this Policy shall not be deemed to preclude the indemnification of any person who is not specified in this Policy, but whom the Company has the power or obligation to indemnify under Delaware law or otherwise.

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6. Subrogation. In the event of any payment to a Covered Person under this Policy or the LLC Agreement, the Company shall be subrogated to the extent of such payment to all of the related rights of recovery of such Covered Person against other persons or entities (other than such Covered Person’s successors). Such Covered Person will execute all papers reasonably required by the Company to evidence such rights of recovery and take all action reasonably requested by the Company as necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights, and all of such Covered Person’s costs, charges and expenses (including attorney’s fees) related thereto shall be reimbursed by, or, at the Covered Person’s option, advanced by the Company.

7. Repeal, Amendment or Modification. (a) Any repeal, amendment or modification of this Policy, or of any provision of the LLC Agreement or the Bylaws of the Company relating to indemnification or advancement of expenses shall not affect any rights or obligations then existing between the Company and any Covered Person referred to herein with respect to any state of facts then or theretofore existing or proceeding theretofore or thereafter brought based in whole or in part upon such state of facts. Without limiting the generality of the foregoing, the right to indemnification or advancement of expenses under any provision of this Policy, the LLC Agreement or the Company’s Bylaws shall not be eliminated or impaired as to any Covered Person by any amendment to such provision after the occurrence of the act or omission to which the indemnification or advancement relates or could relate, unless (i) the provision in this Policy, the LLC Agreement or the Company’s Bylaws contains, at the time of the act or omission, an express authorization of such elimination or impairment and (ii) such elimination or impairment is expressly consented to by each such Covered Person that would be affected thereby.

(b) If the LLC Agreement (or any agreement that supersedes or replaces the LLC Agreement) or the Delaware Limited Liability Company Act, Del. Code Ann. Tit 6, §§ 18-101 et seq., (or any statutory provision superseding or replacing the Delaware Limited Liability Company Act) is amended after the date of adoption of this Policy to further expand the indemnifications or rights to advancement of expenses permitted to Directors and officers of the Company, then the Company shall indemnify its Directors and officers to the full extent provided in such superseding or replacement agreement and to the full extent permitted by such superseding or replacement statute.

8. Severability. The agreements and provisions contained in this Policy are severable and divisible, no such agreement or provision depends upon any other provision or agreement for its enforceability, each such agreement and provision set forth herein constitutes an enforceable obligation of the Company and the Company agrees that neither the invalidity nor the unenforceability of any provision of this Policy shall affect the other provisions hereof, and this Policy shall remain in full force and effect and be construed in all respects as if such invalid or unenforceable provision were omitted.

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9. Beneficiaries, Survival and Enforcement. The rights to indemnification and advancement of expenses provided by, or granted pursuant to, this Policy and the LLC Agreement shall commence for the benefit of each person who is Covered Person from the date such person become a Covered Person and shall continue for the benefit of a Covered Person who ceases to be a Director, officer, manager, trustee, administrator, partner, member, fiduciary, employee or agent of the Company or who ceases to serve at the request of the Company as a director, officer, manager, trustee, administrator, partner, member, fiduciary, employee or agent of another enterprise and, in each case, shall inure to the benefit of the heirs, executors and administrators of such person. This Policy and the obligations of the Company hereunder has been adopted for the benefit of, and may be enforced against the Company by, any person referred to in this Section 9 to the same extent and with the same effects as a contract entered into for good and valuable consideration between the Company and any such person.

10. Business Combinations. For the purposes of this Policy, references to “the Company” shall include, in addition to the resulting company, any constituent company (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, trustees, administrators, partners, members, fiduciaries, employees or agents, so that any person who is or was a director, officer, manager, trustee, administrator, partner, member, fiduciary, employee or agent of such constituent company, or is or was serving at the request of such constituent company as a director, officer, manager, trustee, administrator, partner, member, fiduciary, employee or agent of another enterprise, shall stand in the same position under the provisions of this Policy with respect to the resulting or surviving company as such person would have with respect to such constituent company if its separate existence had continued.

11. Governing Law. THIS POLICY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT MIGHT PROVIDE FOR THE APPLICATION OF OTHER LAWS.

Dated: March 26, 2009 W.P. CAREY & CO. LLC

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