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                                                                     EXHIBIT 4.1

            CORPORATE PROPERTY ASSOCIATES INTERNATIONAL INCORPORATED

             2003 DISTRIBUTION REINVESTMENT AND STOCK PURCHASE PLAN

         1. Participation; Agent. Corporate Property Associates International
Incorporated 2003 Distribution Reinvestment and Stock Purchase Plan ("Plan") is
available to shareholders of record of the common stock of Corporate Property
Associates International Incorporated ("CPA(R):I"). Phoenix American Financial
Services, Inc. ("Phoenix American") acting as agent for each participant in the
Plan, will apply cash dividends which become payable to such participant on
shares of CPA(R):I 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):I Common Stock for such participant.

         2. Eligibility. Participation in the Plan is limited to registered
owners of CPA(R):I Common Stock. Shares held by a broker-dealer or nominee must
be transferred to ownership in the name of the shareholder in order to be
eligible for this 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 CPA(R):I's initial public offering of shares or a prospectus
relating solely to the Plan. Supplemental Share purchases may occur only after
the termination of CPA(R):I's initial public offering. A participating
shareholder is not required to include all of the shares owned by such
shareholder in the Plan, but all of the dividends 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. 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. Purchases will be made directly from CPA(R):I at the
most recently determined net asset value ("NAV") per share. NAV is determined by
adding the most recent appraised value of the real estate owned by CPA(R):I to
the value of its other assets, subtracting the total amount of all liabilities
and dividing the difference by the total number of outstanding shares. Phoenix
American shall have no responsibility with respect to the market value of the
CPA(R):I Common Stock acquired for participants under the Plan.

         4. Timing of Purchases. Phoenix American will make every reasonable
effort to invest all dividends and additional cash contributions on the 15th day
of the dividend paying month (or the first business day following the 15th if
that day is not a business day), except where necessary to comply with
applicable securities laws. If, for any reason beyond the control of Phoenix
American investment cannot be completed within 30 days after the applicable
dividend 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 dividend, Phoenix American will mail to each participant an
account statement showing the cash dividends, the number of shares purchased,
the price per share and the participant's total shares accumulated under the
Plan.

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         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):I. Any
interest earned on dividends while held by Phoenix American will be paid to the
Company to defray costs relating to the Plan. Additionally, in connection with
all purchases, the Company will pay to Carey Financial Corporation selling
commissions of not more than five percent of the purchase price of shares
purchased through reinvestment. Carey Financial Corporation may, in its sole
discretion, reallow up to 5% per share of the selling commission to select
dealers.

         7. Taxation of Dividends. The reinvestment of dividends does not
relieve the participant of any taxes which may be payable on such dividends. In
addition, any brokerage commissions and fees paid by CPA(R):I on behalf of the
participant constitute additional dividend income. Total dividend income
received from CPA(R):I along with brokerage commissions and fees paid on the
participants behalf will be reported on an annual information return filed with
the Internal Revenue Service. A copy will be sent to the participant, or the
information will be shown on the participant's final account statement for the
year.

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

         9. Voting of Shares. In connection with any matter requiring the vote
of CPA(R):I shareholders, 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):I 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):I'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 dividends
are invested. Neither CPA(R):I 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 FEDERAL SECURITIES LAWS CANNOT BE WAIVED. Similarly,
CPA(R):I 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 dividend payment date, the notice of
termination and termination fee must be received by Phoenix American at least 15
days before that dividend 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 and Termination of Plan. This Plan may be amended,
supplemented or terminated by CPA(R):I at any time by the delivery of written
notice to each participant at least 30 days prior to the effective date of the
amendment, supplement or termination. Any amendment

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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):I or
Phoenix American with the approval of CPA(R):I of a successor agent, in which
event such successor shall have all of the rights and obligations of Phoenix
American under this Plan.

         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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