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                                                                     Exhibit 4.1

                  CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

   2001 AMENDED AND RESTATED DISTRIBUTION REINVESTMENT AND STOCK PURCHASE PLAN

      1. Participation; Agent. Corporate Property Associates 15 Incorporated
2001 Amended and Restated Distribution Reinvestment and Stock Purchase Plan
("Plan") is available to stockholders of record of the common stock ("Common
Stock") of Corporate Property Associates 15 Incorporated ("CPA(R):15"). 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(R):15 Common Stock (including shares held in
the participant's name and shares accumulated under the Plan), to the purchase
of additional whole and fractional shares of CPA(R):15 Common Stock for such
participant.

      2. Eligibility. Participation in the Plan is limited to registered owners
of CPA(R):15 Common Stock. Shares held by a broker-dealer or nominee must be
transferred to ownership in the name of the stockholder in order to be eligible
for the Plan. Further, a shareholder who wishes to participate in the Plan may
purchase shares through the Plan only after receipt of a prospectus relating to
the Plan. 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. Phoenix American may purchase shares for the accounts
of participants in the Plan directly from CPA(R):15 or in the open market. All
shares purchased under the Plan will be held in the name of each participant. 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. 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. The price of shares purchased directly from CPA(R):15
will be equal to the net asset value ("NAV") per share of CPA(R):15 Common
Stock, as determined by the board of directors of CPA(R):15 from time to time.
If an appraisal of the real estate owned by CPA(R):15 has been performed, the
CPA(R):15 board of directors' determination of NAV shall be based upon such
appraisal, as increased by the value of CPA(R):15's other assets, and reduced by
the total amount of CPA(R):15's liabilities and other costs, all as approved by
CPA(R):15's board of directors and then divided by the total number of
outstanding shares of Common Stock. Until an appraisal of CPA(R):15's real
estate assets is performed, or the CPA(R):15 board of directors makes a
subsequent determination of NAV, NAV shall be $10.00 per share. In the case of
each purchase on the open market, the price per share for each participant's
account shall be deemed to be the average price of all shares purchased with the
funds available from that distribution. Phoenix American shall have no
responsibilities with respect to the market value of the CPA(R):15 Common Stock
acquired for participants under the Plan.

      4. Timing of Purchases. Phoenix American will make every reasonable effort
to reinvest all distributions and voluntary cash investments on the date the
cash distribution is paid, except where necessary to comply with applicable
securities laws. 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.

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      5. Account Statements. Following the completion of the purchase of shares
after each distribution, Phoenix American will mail to each participant an
account statement showing the cash distributions, the number of shares
purchased, the price per share and the participant's total shares accumulated
under the Plan.

      6. Expenses and Commissions. There will be no expenses to participants for
the administration of the Plan. Brokerage commissions, as described below, and
administrative fees associated with the Plan will be paid by CPA(R):15. Any
interest earned on distributions while held by Phoenix American will be paid to
CPA(R):15 to defray costs relating to the Plan. Additionally, in connection with
purchases of shares under the Plan, the Company may, in its sole discretion, pay
to Carey Financial, LLC selling commissions of not more than 5% of the purchase
price of shares purchased through reinvestment. Carey Financial, LLC may, in its
sole discretion, reallow up to 5% per share of the selling commission to select
dealers.

      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(R):15 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(R):15 nor Phoenix American or any of
their officers, directors, agents or employees, shall have any responsibility or
liability as to the value of CPA(R):15'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(R):15 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 such notice 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(R):15 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 must be received by Phoenix American at least 15 days before that
distribution payment date. Upon receipt of notice of termination from the
participant, 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, Termination and Suspension of Plan. This Plan
may be amended, supplemented or terminated by CPA(R):15 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(R):15 or
Phoenix American with the approval of CPA(R):15 of a successor agent, in which
event such successor shall have all of the rights and obligations of Phoenix
American under this Plan. CPA(R):15 may suspend the Plan at any time without
notice to the participants.

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      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. This Agreement cannot be changed orally.

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