exv4w1






Exhibit 4.1




CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED




2010 DISTRIBUTION REINVESTMENT AND STOCK PURCHASE PLAN



     1. Participation; Agent. Corporate Property Associates 14 Incorporated 2010
Distribution Reinvestment and Stock Purchase Plan (“Plan”) is available to stockholders of record
of the common stock (“Common Stock”) of Corporate Property Associates 14 Incorporated
(“CPA®:14”). Phoenix American Financial Services, Inc. (“Phoenix American”), acting as
agent for each participant in the Plan, will apply cash distributions which become payable to such
participant on shares of CPA®:14 Common Stock (including shares held in the
participant’s name and shares accumulated under the Plan) and voluntary cash investments made by
Plan participants, to the purchase of additional whole and fractional shares of CPA®:14
Common Stock for such participant.



     2. Eligibility. Participation in the Plan is limited to registered owners of
CPA®:14 Common Stock who meet applicable suitability requirements. Further, a
stockholder who wishes to participate in the Plan may purchase shares through the Plan only after
receipt of a prospectus relating to the Plan, which prospectus may also relate to a concurrent
public offering of shares by CPA®:14. A participating stockholder is not required to
include all of the shares owned by such stockholder in the Plan, but all of the distributions paid
on enrolled shares will be reinvested.



     3. Stock Purchases. In making purchases for the accounts of participants, Phoenix
American may commingle the funds of one participant with those of other participants in the Plan.
All shares purchased under the Plan will be held in the name of each participant. Purchases will
be made directly from CPA®:14 at 95% of the most recently published estimated net asset
value per share of CPA®:14 Common Stock. Phoenix American shall have no
responsibilities with respect to the market value of the CPA®:14 Common Stock acquired
for participants under the Plan.



     4. Timing of Purchases. Phoenix American will make every reasonable effort to
reinvest all distributions on the day the cash distribution is paid (except where necessary to
comply with applicable securities laws) by CPA®:14. If, for any reason beyond the
control of Phoenix American, reinvestment of the distributions cannot be completed within 30 days
after the applicable distribution payment date, participants’ funds held by Phoenix American will
be distributed to the participant.



     5. Account Statements. Following the completion of the purchase of shares after each
distribution, Phoenix American will provide to each participant an account statement showing the
cash distribution, the number of shares purchased with the cash distribution and the year-to-date
and cumulative cash distributions paid.



     6. Expenses and Commissions. There will be no direct expenses to participants for the
administration of the Plan. Administrative fees associated with the Plan will be paid by
CPA®:14. In no event will any discounts (including, without limitation, any discounts
attributable to CPA®:14’s payment, if any, of fees and commissions on behalf of the
participants) on shares exceed 5% of the fair market value of such purchased shares.



 









 





     7. Taxation of Distributions. The reinvestment of distributions does not relieve the
participant of any taxes which may be payable on such distributions.



     8. Stock Certificates. No stock certificates will be issued to a participant.



     9. Voting of Shares. In connection with any matter requiring the vote of
CPA®:14 stockholders, each participant will be entitled to vote all of the whole shares
held by the participant in the Plan. Fractional shares will not be voted.



     10. Absence of Liability. Neither CPA®:14 nor Phoenix American shall have
any responsibility or liability as to the value of CPA®:14’s shares, any change in the
value of the shares acquired for any participant’s account, or the rate of return earned on, or the
value of, the interest-bearing accounts, if any, in which distributions are invested. Neither
CPA®:14 nor Phoenix American shall be liable for any act done in good faith, or for any
good faith omission to act, including, without limitation, any claims of liability (a) arising out
of the failure to terminate a participant’s participation in the Plan upon such participant’s death
prior to the date of receipt of notice of the death of such participant and (b) with respect to the
time and prices at which shares are purchased for a participant. NOTWITHSTANDING THE FOREGOING,
LIABILITY UNDER THE U.S. FEDERAL SECURITIES LAWS CANNOT BE WAIVED. Similarly, CPA®:14
and Phoenix American have been advised that in the opinion of certain state securities
commissioners, indemnification is also considered contrary to public policy and therefore
unenforceable.



     11. Termination of Participation. A participant may terminate participation in the
Plan at any time by written instructions to that effect to Phoenix American. To be effective on a
distribution payment date, the notice of termination fee must be received by Phoenix American at
least 15 days before that distribution payment date. Phoenix American may also terminate any
participant’s account at any time in its discretion by notice in writing mailed to the participant.



     12. Amendment, Supplement, Suspension and Termination of Plan. This Plan may be
amended, supplemented or terminated by CPA®:14 at any time by the delivery of written
notice to each participant at least 10 days prior to the effective date of the amendment,
supplement or termination. Any amendment or supplement shall be effective as to the participant
unless, prior to its effective date, Phoenix American receives written notice of termination of the
participant’s account. Amendment may include an appointment by CPA®:14 or Phoenix
American with the approval of CPA®:14 of a successor agent, in which event such
successor shall have all of the rights and obligations of Phoenix American under this Plan.
CPA®:14 may suspend the Plan at any time without notice to the participants.



     13. Governing Law. This Plan and the Authorization Card signed by the participant
(which is deemed a part of this Plan) and the participant’s account shall be governed by and
construed in accordance with the laws of the State of Maryland; provided, that the foregoing choice
of law shall not restrict the application of any state’s securities laws to the sale of shares to
its residents or within such state. This Agreement cannot be changed orally.




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