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                                                                   EXHIBIT 10.12

                             AMENDMENT TO AGREEMENT

     WHEREAS, W. P. Carey International LLC ("WPCI"), W. P. Carey & Co. LLC
("WPC LLC" and collectively with WPCI, its subsidiary, the "Companies") and
Edward V. LaPuma, an employee of the Companies (the "Partner"), have previously
entered into agreements regarding Partner's employment dated as of June 28, 2000
(the "2000 Employment Agreement") and March 21, 2003 (the "2003 Amended
Employment Agreement") (collectively, the "Employment Agreements"), each of
which currently remains in effect; and

     WHEREAS, the parties desire to further amend the Employment Agreements in a
manner which reflects the parties' best efforts to comply with the provisions of
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), for
the benefit of the Partner;

     NOW THEREFORE, the Companies and the Partner, for good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, and
intending to be legally bound hereby, agree as follows:

     I. The 2003 Amended Employment Agreement shall be further amended as
follows:

          1. Section 2(a) of the 2003 Amended Employment Agreement shall be
amended and restated in its entirety to read as follows:

          Partner shall serve the Company as Managing Director and Chief
     Acquisitions Officer. It is the intention of the Company that Partner will
     one day succeed the current Chairman and Chief Executive Officer of the
     Company. In the event that Partner does not succeed the current Chairman
     and Chief Executive Officer prior to his separation from service for any
     reason other than by determination by a majority of the then members of the
     WPCI Board of Directors, as hereinafter defined, that Partner has displayed
     willful gross negligence, dishonesty, or gross incompetence while carrying
     out his duties for the Company, then, upon a separation from service from
     the Company and W. P. Carey & Co., LLC, Partner will be entitled to an
     award of $1,000,000. Such an award will also be payable (i) should (a)
     (prior to any determination by the WPCI Board of Directors pursuant to the
     preceding sentence) any individual, with the exception of William Polk
     Carey or Francis J. Carey, be allowed to hold a position senior to Partner,
     or (b) operations of the Company be materially different than as described
     in the Terms of Relationship (as attached as Exhibit B); and (ii) Partner
     separates from service from the Company and W. P. Carey & Co. LLC at any
     time on or after the occurrence of an event described in clause (i) of this
     sentence. Amounts payable under this Section shall be paid within 30 days
     of the Partner's separation from service; provided, however, if Partner is
     a specified employee within the meaning of Section 409A of the Internal
     Revenue Code of 1986, as amended, (the "Code"), amounts payable pursuant to
     this Section shall be paid on the first business day following the six (6)
     month anniversary of the Partner's separation from service. Amounts payable
     under this Section shall be paid with interest for the period beginning on
     the date of Partner's separation from service and ending on the date such
     amount is paid, at a rate equal to the one-year Treasury bill rate as
     quoted in The Wall Street Journal (or in such other reliable publication as
     the Executive Committee, in its reasonable discretion, may determine to
     rely upon).

          2. The first and second sentences of Section 4 of the 2003 Amended
Employment Agreement shall be amended and restated in their entirety to read as
follows:

          During the Service Period, Partner shall receive cash compensation in
     the form of an annual Base Salary at the rate of $300,000, which shall be
     payable on the

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     regularly-scheduled date(s) provided in the Company's standard payroll
     procedures, with any additional compensation to be deemed Incentive
     Compensation (Base Salary and Incentive Compensation, together, constitute
     "Total Annual Compensation"). During the Service Period, Partner will
     receive an additional $200,000, which will be treated as a draw and will be
     payable in accordance with the Company's normal payroll practices, which
     draw shall offset any Incentive Compensation, commissions, or override
     payable to the Partner, subject to approval in the sole discretion of the
     Company, and limited to the amount of Incentive Compensation which is, by
     its terms, payable within two and one-half months of the end of the year in
     which (i) it is vested and (ii) otherwise subject to the draw, and does not
     otherwise constitute nonqualified deferred compensation within the meaning
     of Section 409A of the Code.

     II. The 2000 Employment Agreement shall be further amended as follows:

          1. Section 6(a) of the 2000 Employment Agreement shall be amended to
     add the following new paragraph at the end thereof as follows:

          The perquisites and expense reimbursements provided in this Section
     6(a) shall be payable on the date(s) provided in the Company's standard
     payroll and reimbursement procedures with respect to such perquisites and
     expense reimbursements. Notwithstanding the foregoing sentence, to the
     extent reimbursed, all reimbursement payments with respect to expenses
     incurred within a particular year shall be made no later than the end of
     the Partner's taxable year following the taxable year in which the expense
     was incurred. The amount of reimbursable expenses incurred in one taxable
     year of the Partner shall not affect the amount of reimbursable expenses in
     a different taxable year, and such reimbursement shall not be subject to
     liquidation or exchange for another benefit.

          2. The first five sentences of Section 6(b) of the 2000 Employment
     Agreement shall be amended and restated in their entirety to read as
     follows:

          During the term hereof, the Company shall reimburse Partner for the
     annual costs of individual life insurance coverage under a policy owned by
     Partner (or, at Partner's election, a trust established by Partner for the
     benefit of his beneficiaries) and pay for individual disability coverage
     for the Partner, up to a maximum annual amount for both life and disability
     insurance of $15,000 for each taxable year of the Partner; the
     reimbursement of life insurance premiums becoming due in each taxable year
     of Partner shall be made in accordance with the generally applicable
     policies and procedures of the Company for the period beginning upon the
     Commencement Date and ending upon the termination of the Agreement.
     Reimbursement of such costs shall be made in due course in accordance with
     the Company's standard practices, and all reimbursement payments with
     respect to reimbursement obligations incurred within a particular year
     shall be made no later than the end of the Partner's taxable year following
     the taxable year in which the reimbursement obligation was incurred.
     Pursuant to and subject to the first sentence hereof (including the amount
     specified therein): Unless Partner otherwise requests to obtain different
     coverage, as soon as reasonably practicable after the execution hereof, the
     Company shall (i) put in place individual life insurance coverage on
     Partner's life in the fact amount of $4,000,000 and shall continue such
     coverage in place during the Service Period (subject to Partner's being
     insurable) and (ii) pay the costs of such coverage, and Partner shall be
     the sole owner of any life insurance policy acquired (including the cash
     value thereof) without any assignment to the Company of any interest in
     such policy, and Partner shall have the right to designate the beneficiary
     or beneficiaries thereof. Partner shall be fully taxable for the
     reimbursements provided under this paragraph. Subject to, and pursuant to,
     the first sentence of this Section 6(b) (including the amount specified
     therein), unless Partner otherwise requests, as soon as reasonably
     practicable after the execution hereof, the Company shall assist Partner to
     obtain an individual disability benefits policy providing replacement
     income upon disability (in addition to any coverage otherwise available
     under the Company's generally applicable group coverage) of up to, but not
     exceeding, $10,000 in benefits per month. Notwithstanding


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     the foregoing, Partner's entitlement to a reimbursement of the costs of
     insurance for a taxable year pursuant to this Section 6(b) shall have no
     effect on Partner's entitlement to a reimbursement of such costs in any
     prior or subsequent taxable year, and shall not be subject to liquidation
     or exchange for another benefit.

          3. Section 6(c) of the 2000 Employment Agreement shall be amended and
     restated in its entirety as follows:

          The Company agrees to reimburse all reasonable expenses incurred or
     paid by Partner in the performance of Partner's duties hereunder, upon
     presentation of expense statements or vouchers and such other information
     as the Company may require and in accordance with the generally applicable
     policies and procedures of the Company for the period beginning upon the
     Commencement Date and ending upon the termination of the Agreement. Such
     expenses shall be reimbursed in due course in accordance with the Company's
     standard practices, and all reimbursement payments with respect to expenses
     incurred within a particular year shall be made no later than the end of
     the Partner's taxable year following the taxable year in which the expense
     was incurred. The amount of reimbursable expenses incurred in one taxable
     year of the Partner shall not affect the amount of reimbursable expenses in
     a different taxable year and such reimbursement shall not be subject to
     liquidation or exchange for another benefit. Notwithstanding the foregoing,
     in the event such amounts are conditioned upon a separation from service
     and not compensation the Partnership could receive without separating from
     service, then such payments shall be made to Partner on the first business
     day following the six (6) month anniversary of the date of separation from
     service.

          4. The "Equity Acceleration" column under Section 7(b) of the 2000
     Employment Agreement shall be amended by replacing the term "Payable" with
     "Accelerated" and the term "Not Payable" with "Not Accelerated" in every
     instance in which they appear in such column.

          5. Section 7(c) of the 2000 Employment Agreement shall be amended and
     restated in its entirety to read as follows:

               Earned Total Compensation shall be paid in a single lump sum as
     soon as practicable, but in no event more than 30 days following end of the
     Service Period except that, if the Company exercises its discretion to pay
     Partner any additional Incentive Compensation in respect of his service for
     the period prior to the Partner's termination of services, such amount
     shall be payable at the same time as such amounts would otherwise be
     payable under the Company's usual practices; provided further that any such
     Incentive Compensation shall be made on or before the fifteenth day of the
     third month following the end of the Company's taxable year in which the
     right to the bonus vests. Accrued Employee Benefits shall be payable in
     accordance with the terms of the plan, policy, practice, program, contract,
     or agreement under which such benefits have accrued. Severance Benefits, if
     applicable, shall be paid on the same regularly scheduled payroll dates as
     Partner would have received his Base Salary had he continued to be employed
     and for the period ending on the first to occur of (i) the first
     anniversary of Partner's termination of employment and (ii) the date on
     which Partner breaches any of the provisions of Paragraph 8; provided,
     however, that if the Partner is a specified employee within the meaning of
     Section 409A of the Code, the taxable amounts payable by the Company to the
     Partner pursuant to Section 7 and other Company separation pay plan
     amounts, including bonus and other amounts that are conditioned upon a
     separation from service and not compensation the Partner could receive
     without separating from service, and that otherwise constitutes
     "nonqualified deferred compensation" under Section 409A of the Code, shall
     be paid on the first business day following the six (6) month anniversary
     of the Partner's separation from service, on which date they shall be paid
     with interest for such period at a rate equal to the one-year Treasury bill
     rate as quoted in The Wall Street Journal (or in such other reliable
     publication as the


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     Executive Committee, in its reasonable discretion, may determine to rely
     upon) from the date of Partner's separation from service.

     III. Miscellaneous Provisions:

          1. The following new Section shall be added to the end of each
Employment Agreement as follows:

               409A Compliance. This Agreement 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 Agreement, if any, without diminution of value to Partner. Consistent
     with that intent, this Agreement shall be interpreted in a manner
     consistent with Section 409A. In the event that any provision that is
     necessary for the Agreement to comply with Section 409A is determined by
     the Company, with the consent of the Partner, to have been omitted, such
     omitted provision shall be deemed to be included herein and is hereby
     incorporated as part of the Agreement.

          2. Any "separation from service" within the Employment Agreements
shall mean a separation from service from both WPCI and WPC LLC and shall be
construed consistent with Section 409A of the Code and the regulations
thereunder. The term "termination" and "end of the Service Period", when used
within the Employment Agreements in the context of a condition to, or timing of,
payment shall be interpreted to mean a "separation from service" from both WPCI
and WPC LLC, as that term is used in Section 409A of the Code.

          3. Except as provided in this amendment, the Employment Agreements
are, in all other respects, unchanged and are and shall continue to be in full
force and effect, and are hereby in all respects ratified and confirmed.

     IN WITNESS WHEREOF, the parties have executed this amendment, in duplicate,
on the dates set forth below.

                                     W. P. Carey International LLC


                                     By: /s/ Stacey L. Lamendola       12/31/08
                                         -------------------------   -----------
                                         Name: Stacey L. Lamendola   Date Signed
                                         Title: Vice President


                                     W. P. Carey & Co. LLC


                                     By: /s/ Stacey L. Lamendola       12/31/08
                                         -------------------------   -----------
                                         Name: Stacey L. Lamendola   Date Signed
                                         Title: Vice President


                                     Partner


                                     /s/ Edward L. LaPuma              12/31/08
                                     -----------------------------   -----------
                                     Edward V. LaPuma                Date Signed


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