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                                                                    EXHIBIT 10.5

                                W. P. CAREY & CO.
                           LONG-TERM INCENTIVE PROGRAM

     W. P. CAREY & CO. (the "Company") hereby establishes this LONG-TERM
INCENTIVE PROGRAM (the "Program") effective as of the 2nd day of January 2008,
in accordance with the terms provided herein.

     WHEREAS, the Company maintains the 1997 Share Incentive Plan (the "1997
Plan") for the benefit of its officers and employees, of which the Program is a
subset; and

     WHEREAS, in order to further align the interests of employees with the
interests of the shareholders, the Company desires to provide additional
long-term incentive benefits through the Program, in the form of awards
qualifying as "Restricted Stock Units" and "Performance Share Units" under the
1997 Plan.

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

     NOW, THEREFORE, the Company hereby provides for additional incentive
benefits for certain executive employees of the Company and adopts the terms of
the Program on the following terms and conditions:

     Section 1. Incentive Program Purpose. The main purpose of the Program is to
provide additional long-term incentive opportunities to key executives to
further align their interests with those of the Company's shareholders and with
the strategic objectives of the Company. Awards granted hereunder may be earned
by achieving relative performance levels against pre-determined performance
objectives, and may be subject to forfeiture if defined performance levels are
not achieved, or may consist of awards whose value is dependent upon the
performance of the Company's stock, and which vest over time. By placing a
portion of the executive's compensation at risk, the Company has an opportunity
to reward exceptional performance or reduce the compensation opportunity when
performance does not meet expectations. The Program shall be construed
consistent with the provisions of the 1997 Plan, and in case of any conflict,
the provisions of the 1997 Plan shall take precedence.

     Section 2. Effective Date. The effective date of this Program is January 2,
2008. The Program will remain in effect from year to year unless otherwise
amended or terminated as provided in Section 19 ("Termination Date").

     Section 3. Eligibility.

     (a)  Subject to paragraph (b), the Compensation Committee of the Board (the
"Committee") shall select the employees of the Company or a Subsidiary or
Affiliate who shall be eligible to participate in the Program. If an employee is
hired by the Company during a Performance Period, as defined below, the

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Committee may, in its sole discretion, determine whether and on what terms the
employee will be eligible to participate in the Program for such Performance
Period. For purposes of this Program, "employment with the Company" shall mean
employment with the Company or any Subsidiary or Affiliate.

     (b) The Committee may delegate to the Company's Chairman and/or the Chief
Executive Officer authority to nominate employees of the Company (not including
executive officers) to participate in the Program, including in the
Discretionary Pool as described in Section 8 hereof.

     Section 4. Performance Share Unit Awards. Upon being selected to
participate in the Program, each participant may be awarded a number of
Performance Share Units (the "Target Share Units"), as determined by the
Committee or, at the Committee's discretion (and except with respect to
executive officers) by the Company's Chairman and/or the Chief Executive
Officer. For a participant selected to participate after the commencement of a
specified Performance Period, Target Share Units shall be pro-rated based on the
employee's hire date and the contemplated ending date of the Performance Period
on a basis approved by the Committee and as may be provided for in the
appropriate grant letter, except as otherwise determined by the Committee. The
Target Share Units, plus accrued dividend equivalents ("Total Target Share
Units") may be increased by as much as three (3.0) times the number initially
awarded based solely on the achievement of the objective Performance Criteria
(as defined in Section 5), and the Committee shall have no discretion to
decrease the Total Target Share Units that would otherwise be due upon
attainment of the Performance Condition.

The Target Share Units shall be held in book entry form by the Company subject
to satisfaction of the terms and conditions described below and in the
applicable grant letters. A participant shall have no right to exchange the
Target Share Units for cash, stock or any other benefit and shall be a mere
unsecured creditor of the Company with respect to such share units and any
future rights to benefits.

     Section 5. Performance Criteria for the Target Share Units.

     (a) Subject to Section 9, the total number of Target Share Units that will
be issued ("Awarded Share Units") to a participant will be based on factors to
be determined at the beginning of each Performance Period by the Committee
(collectively, the "Performance Criteria"). Unless otherwise determined by the
Committee, each Performance Period shall be three years in duration, and a new
Performance Period shall commence each January 1. The first Performance Period
shall commence on January 1, 2008 and end on December 31, 2010. The Performance
Criteria with respect to the Performance Period shall be established by the
Committee within 90 days after its commencement or, if earlier, no later than
the date on which 25% of the Performance Period has elapsed, and before the
outcome of the Performance Criteria are no longer substantially uncertain.

     (b) The Performance Criteria for each Performance Period, and the method of
calculation thereof, shall be set forth in an Appendix to this document. The
Total Target Share Units for each participant will be multiplied by the payout
factor calculated as provided on the payout matrix included in such Appendix for
the appropriate Performance Period. In case of any


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dispute over the appropriate method of calculation, or the application thereof,
the Committee shall determine such matter, and its determination shall be final
and binding on the Company and all participants in the Program.

     (c) As promptly as practicable upon the completion of the Performance
Period, the Committee shall assess and shall notify participants of the relative
achievement of the Performance Criteria and determine the number of Awarded
Share Units to be awarded to participants provided that the Committee shall bear
no liability for the any delay in such assessment. Payments are expressly
contingent upon achievement of the Performance Criteria and may not exceed the
value of the participant's Total Target Share Units, subject to adjustment as
provided in Sections 4, 7 and 14.

     Section 6. Issuance and Distribution. Subject to Section 9, each
participant will be issued the number of Awarded Share Units calculated
according to Section 5(b), together with any distribution equivalents with
respect thereto, as provided in Section 7. Except as provided in the remainder
of this Section 6 or in the applicable grant letter, such share units and
related distribution equivalents will be distributed in Listed Shares. Unless
electively deferred pursuant to Section 20, distribution shall be made following
the end of the Performance Period, and in no event later than two and one-half
months after the end of the Performance Period. Notwithstanding the second
sentence of this Section 6, the Committee may determine, in its discretion, that
some or all Awarded Share Units will be issued in cash, the amount of which
shall be calculated based upon each Awarded Share Unit being equal in value to a
corresponding Listed Share as of the last day of the Performance Period, or as
otherwise provided in the applicable grant letter.

     Section 7. Distribution Equivalents. The Committee may make such provisions
with respect to payment or crediting of distribution equivalents on awards of
Performance Share Units or Restricted Stock Units as it shall deem appropriate,
with such provisions to be reflected in the applicable grant letters.

     Section 8. Restricted Stock Unit Awards. Upon being selected to participate
in the Program, each participant may be awarded a number of Restricted Stock
Units as determined by the Committee or, at the Committee's discretion (and
except with respect to executive officers), by the Company's Chairman and/or the
Chief Executive Officer, the vesting of which will be dependent upon the
participant's continued employment with the Company for the restricted period,
with ratable 1/3 vesting for each year of employment during the restricted
period, unless otherwise determined by the Committee. Without limiting the
generality of the foregoing, the Committee may establish an annual pool of
Restricted Stock Units (the "Discretionary Pool"), to be awarded at the
discretion of the Company's Chairman and/or Chief Executive Officer to persons
they deem to be high-performers, and who are not otherwise participating in the
Program, with such awards to be on such terms as the Committee or the Company's
Chairman and/or the Chief Executive Officer may determine. Payment in Listed
Shares shall be made following vesting, and in no event later than two and
one-half months after the end of the year in which vesting occurs, unless
electively deferred pursuant to Section 20. Notwithstanding the preceding
sentence, the Committee may determine, in its discretion, that Restricted Stock
Units will be issued in cash, the amount of which shall be calculated based upon
each Restricted Stock

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Unit being equal in value to a corresponding Listed Share as of the date of
vesting, or as otherwise provided in the applicable grant letter.

     Section 9. Change of Status; Overall Limit. In making decisions regarding
employees' participation in the Program and the extent to which awards are
payable in the case of a participant whose employment terminates during a
Performance Period, whether due to retirement, disability, death, resignation or
involuntary dismissal, the Committee may consider any factors that they deem
relevant. Unless otherwise determined by the Committee, or otherwise provided in
the applicable grant letter, any awards under the Program that were not vested
at the time of such termination of employment for any reason, together with any
distribution equivalents in respect thereof, will be forfeited.

Any Awarded Share Units or Restricted Stock Units that become vested shall be
payable at the time specified in the applicable grant letters or in Section 6 or
Section 8, as applicable, except that, in the event such amounts are conditioned
upon a separation from service and not compensation the participant could
receive without separating from service, then no such payments may be made to a
participant who is a "specified employee" under Section 409A of the Code until
the first day following the six-month anniversary of the participant's
separation from service. Unless otherwise provided in the applicable grant
letter, any amounts payable following the death of a participant shall be
payable to the participant's estate.

If Performance Share Units or Restricted Stock Units are forfeited or cancelled,
the Listed Shares underlying such awards shall again be available for awards to
the extent permitted in the 1997 Plan.

     Section 10. Responsibilities of the Committee. The Committee has
responsibility for all aspects of the Program's administration, including:

     -    Determining and certifying the extent to which the Performance
          Criteria have been achieved prior to any payments under the Program,

     -    Ensuring that the Program is administered in accordance with its
          provisions,

     -    Approving Program participants,

     -    Authorizing Performance Share Unit and Restricted Stock Unit awards to
          participants,

     -    Authorizing management to prepare, execute and deliver grant letters
          containing applicable terms and conditions of awards;

     -    Ruling on any disagreement between Program participants, Company
          management, Program administrators, and any other interested parties
          to the Program, and

     -    Maintaining final authority to modify or terminate the Program at any
          time.


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The interpretation and construction by the Committee of any provisions of the
Program or of any awards shall be final and binding on all persons, including
the Company and all participants. No member of the Committee shall be liable for
any action or determination made in good faith on the Program or any award
thereunder. The Committee may designate another party to administer the Program
or any part thereof, including Company management or an outside party or to
perform specific functions hereunder. All conditions of the awards must be
approved by the Committee. The associated terms and conditions of the Program
will be communicated to participants as close as possible to the date an award
is made. The terms of any applicable grant letter shall be binding on each
participant whether or not such participant has executed and returned such grant
letter.

     Section 11. Tax Consequences to Participants. It is intended that: (i)
until the Performance Criteria and/or other vesting criteria are satisfied, a
participant's right to an award under this Program shall be considered to be
subject to a substantial risk of forfeiture in accordance with those terms as
defined or referenced in Sections 83(a), 409A and 3121(v)(2) of the Code; and
(ii) until the Listed Shares underlying the Awarded Share Units and Restricted
Stock Units are actually paid to the participant, the participants shall have
merely an unfunded, unsecured promise to be paid the benefit, and such unfunded
promise shall not consist of a transfer of "property" within the meaning of Code
Section 83. It is further intended that, because a participant cannot actually
or constructively receive the Listed Shares underlying Awarded Share Units and
Restricted Stock Units prior to payment, the participant will not be in actual
or constructive receipt of such Listed Shares within the meaning of Code Section
451 until they are actually received.

     Section 12. Nonassignment. A participant shall not be permitted to assign,
alienate or otherwise transfer his or her awards and any attempt to do so shall
be void.

     Section 13. Impact on Benefit Plans. Payments under the Program shall not
be considered as earnings for purposes of the Company's qualified retirement
plans or any such retirement or benefit plan unless specifically provided for
and defined under such plans.

     Section 14. Successors; Changes in Stock. The obligation of the Company
under the Program shall be binding upon the successors and assigns of the
Company. If a dividend or other distribution shall be declared upon the Listed
Shares and payable in Listed Shares, the Target Share Units, Awarded Share
Units, Restricted Stock Units, distribution equivalents calculated in Listed
Shares, and Listed Shares on which the Performance Criteria is based and/or
issuable in satisfaction of any awards hereunder, shall be adjusted by adding
thereto the number of Listed Shares which would have been distributable thereon
if such Units, equivalents or Listed Shares had been actual Listed Shares
outstanding on the date fixed for determining the shareholders entitled to
receive such stock dividend or distribution. In the event of any spin-off,
split-off or split-up, or dividend in partial liquidation, dividend in property
other than cash, or extraordinary distribution to shareholders of the Listed
Shares, the Target Share Units, Awarded Share Units, Restricted Stock Units,
distribution equivalents and Listed Shares on which the Performance Criteria is
based and/or issuable in satisfaction of any awards hereunder, shall be
appropriately adjusted by the Committee to prevent dilution or enlargement of
the rights of participants which would otherwise result from any such
transaction.


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If the Listed Shares are changed into or become exchangeable for a different
number or kind of shares of stock or other securities of the Company or another
corporation, or cash or other property, whether through reorganization,
reclassification, recapitalization, stock split-up, combination of shares,
merger or consolidation, then (i) the value of the Performance Share Units and
Restricted Stock Units constituting an award shall be calculated based on the
closing price of such shares on the closing date of the transaction on the
principal market on which such shares are traded, (ii) there shall be
substituted for each Performance Share Unit and Restricted Stock Unit, and any
accrued dividend equivalents calculated in Listed Shares, constituting an award,
the number and kind of shares of stock or other securities (or cash or other
property) into which each outstanding Listed Shares shall be so changed or for
which each such Listed Share shall be exchangeable, and (iii) the Listed Shares
on which the Performance Criteria is based and/or issuable in satisfaction of
any awards hereunder, shall be appropriately and equitably adjusted by the
Committee. In the case of any such adjustment, all awards shall remain subject
to the terms of the Program.

     Section 15. Dispute Resolution. A participant may make a claim to the
Committee with regard to a payment of benefits provided herein. If the Committee
receives a claim in writing, the Committee shall advise the participant of its
decision on the claim in writing in a reasonable period of time after receipt of
the claim. The notice shall set forth the following information:

     (a)  The specific basis for its decision,

     (b)  Specific reference to pertinent Program provisions on which the
          decision is based,

     (c)  A description of any additional material or information necessary for
          the participant to perfect a claim and an explanation of why such
          material or information is necessary, and

     (d)  An explanation of the Program's claim review procedure.

     Section 16. Applicable Law. This Program shall be governed by and construed
under the laws of the State of New York without regard to its conflict of law
provisions.

     Section 17. Severability. In the event that any one or more of the
provisions of this Program shall be held to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     Section 18. Headings. The descriptive headings of the Sections of this
Program are inserted for convenience of reference only and shall not constitute
a part of this Program.

     Section 19. Amendment or Termination of this Program. This Program may be
amended, suspended or terminated by the Company at any time upon approval by the
Committee. Notwithstanding the foregoing, (i) no amendment, suspension or
termination shall adversely affect a participant's rights to his or her award
after the date of the award, provided however that the Company may amend this
Program from time to time without any participant's consent to the extent deemed
necessary or appropriate, in its sole discretion, to effect compliance with
Section 409A of the Code, including regulations and interpretations thereunder,
which amendments may result in a reduction of benefits provided hereunder and/or
other unfavorable


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changes to participants and (ii) no amendment may alter the time of payment as
provided in the Program. This Program is intended to comply with the
requirements of Section 409A of the Code, including good faith, reasonable
statutory interpretations of Section 409A that are contrary to the terms of the
Program. Consistent with that intent, this Program shall be interpreted in a
manner consistent with Section 409A. In the event that any provision that is
necessary for the Program to comply with Section 409A is determined by the
Company to have been omitted, such omitted provision shall be deemed to be
included herein and is hereby incorporated as part of the Program.

     Section 20. Deferral. If permitted by the Committee, participants may
elect, in accordance with rules established by the Committee from time to time,
to defer the distribution of all or any portion of the Listed Shares, cash or
property that would otherwise be distributed to the participant under this
Program, including as a result from distribution equivalent payments thereon
("Deferred Interests"). Any Deferred Interests shall be credited to a
bookkeeping account established on the participant's behalf under the Company's
written plans and/or procedures then in effect with respect to such deferrals.


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