EX-4.1



 



EXHIBIT 4.1




CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED



2008 AMENDED AND RESTATED DISTRIBUTION REINVESTMENT

AND STOCK PURCHASE PLAN



     1.     Participation;
Agent. Corporate Property Associates 15 Incorporated
2008 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® :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® :15 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® :15 Common Stock for such
participant.


     2.     Eligibility. Participation in the Plan is limited to registered owners
of CPA® :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 this Plan. 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. 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. Purchase will be made directly from
CPA® :15 at
95% of the estimated net asset value (“NAV”) per
share of CPA® :15 Common
Stock, as estimated by Carey Asset Management Corp., our advisor, or
another firm CPA® :15 chooses for that purpose.
Estimated NAV per share is the most recent appraised value of the
real estate owned by CPA® :15 as increased by the value of
CPA® :15’s other assets and reduced by the total amount of
CPA® :15’s liabilities, and then divided by
the total number of outstanding shares. Phoenix American shall have no
responsibilities with respect to the market value of the
CPA® :15 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 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.


     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 with the cash distributions 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® :15. In no event will any
discounts 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® :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® :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® :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® :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® :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® :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® :15 or
Phoenix American with the approval of CPA® :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® :15 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. This Agreement cannot be changed orally.


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