W. P. Carey Inc. (Form: S-8, Received: 06/27/2017 17:28:52)

Registration No. 333 -

As filed with the Securities and Exchange Commission, June 27, 2017

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

____________

W. P. CAREY INC.

(Exact name of registrant as specified in its charter)

____________



Maryland	45-4549771
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

50 Rockefeller Plaza
New York, New York	10020
(Address of Principal Executive Offices)	(Zip code)

____________

W. P. Carey Inc. 2017 Share Incentive Plan

(Full title of the plan)

____________

Mark J. DeCesaris

Chief Executive Officer

W. P. Carey Inc.

50 Rockefeller Plaza

New York, New York 10020

Telephone: (212) 492-1100

(Name, address and telephone number, including area code, of agent for service)

____________

Copies of communications to:

Jeffrey G. Aromatorio, Esq.

Reed Smith LLP

Reed Smith Centre

225 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2716

Telephone: (412) 288-3364

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company o Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered ¹	Proposed maximum offering price per share	Proposed maximum aggregate offering price ²	Amount of registration fee
Common Stock, $.001 par value	3,720,272	$67.07	$249,518,643	$28,919.21

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance under the W. P. Carey Inc. 2017 Share Incentive Plan (the “Plan”) as a result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock.


²	Estimated pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee, and based upon the $67.07 per share average of the high and low sales price of the Common Stock on the New York Stock Exchange on June 22, 2017.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I are not required to be filed with the Securities and Exchange Commission (the “Commission”) as part of this Form S-8 Registration Statement in accordance with Rule 428 of the Securities Act of 1933, as amended (the “1933 Act”). The documents containing information specified in the instructions to Part I of Form S-8 will be sent or given to individuals participating in the W. P. Carey Inc. 2017 Share Incentive Plan as specified by Rule 428(b)(1) of the 1933 Act. Those documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the 1933 Act.

PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by the registrant (the “Company”) with the Commission are incorporated by reference in this Registration Statement:

(a) The registrant’s latest annual report on Form 10-K, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “1934 Act”);

(b) All other reports filed by the registrant pursuant to the 1934 Act since the end of the fiscal year covered by the annual report on Form 10‑K referred to in paragraph (a) above; and

(c) The description of the registrant’s Common Stock contained or incorporated in the registrant’s Registration Statement on Form 8-A filed on September 25, 2012 (File No. 001-35665) (which, among other matters, registers the registrant's Common Stock under Section 12(b) of the 1934 Act), including any amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act (other than portions of those documents furnished or otherwise not deemed to be filed), prior to the filing of a post‑effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other contemporaneously or subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, except for liability resulting from:



	•		actual receipt of an improper benefit in money, property or services; or
	•		active and deliberate dishonesty established by a final judgment and which is material to the cause of action.

The Company’s charter contains such a provision that eliminates directors’ and officers’ liability for money damages to the maximum extent permitted by Maryland law. These limitations of liability do not apply to liabilities arising under the federal securities laws and do not generally affect the availability of equitable remedies such as injunctive relief or rescission. The Company’s charter and bylaws also provide that the Company must indemnify (to the maximum extent permitted by Maryland law), and pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, any individual who is a present or former director or officer of the Company or a predecessor of the Company from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in such capacity as a director or officer. Additionally, the Company’s charter provides that the Company may, with the approval of the board of directors, indemnify, if and to the extent determined to be authorized and appropriate in accordance with applicable law, any person permitted, but not required, to be indemnified under Maryland law by the Company or a predecessor of the Company.

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Maryland law requires a corporation (unless its charter provides otherwise, which the Company’s charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she was made, or was threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that:



	•		the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty;
	•		the director or officer actually received an improper personal benefit in money, property or services; or
	•		in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis of that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of:



	•		a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and
	•		a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

The Company has adopted an Indemnification Policy applicable to its officers and Directors. The Indemnification Policy requires, among other things, that the Company indemnify its (or any predecessor company’s) officers and Directors, to the fullest extent permitted by Maryland law, against all reasonable costs, charges, and expenses (including attorney’s fees), judgments, penalties, fines, and settlements (if such settlement is approved in advance by the Company) actually and reasonably incurred in connection with the defense and/or settlement of any threatened, pending, or completed suit, action, or proceeding, and to advance to such officers and Directors all related reasonable costs, charges and expenses (including attorney’s fees) incurred by them in connection therewith, subject to reimbursement if it is subsequently determined that indemnification is not permitted. The Company must also advance all reasonable costs, charges and expenses incurred by officers and Directors seeking to enforce their rights to advancement under the Indemnification Policy and may cover officers and Directors under the Company’s Directors and officers liability insurance. Although the Indemnification Policy offers substantially the same scope of coverage afforded by provisions in the Company’s charter and bylaws, it provides greater assurance to officers and Directors that indemnification will be available, because it cannot be modified unilaterally in the future by the Board of Directors or by the stockholders to eliminate the rights that it provides with respect to existing facts.

Insofar as the foregoing provisions permit indemnification of directors, executive officers or persons controlling us for liability arising under the 1933 Act, the Company has been informed that, in the opinion

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of the Commission, this indemnification is against public policy as expressed in the 1933 Act and is therefore unenforceable.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed herewith or incorporated by reference as part of the registration Statement:



Exhibit Number	Description
4.1	Articles of Amendment and Restatement of W. P. Carey Inc., incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the SEC on June 16, 2017 (File No. 001-13779).

4.2	Fifth Amended and Restated Bylaws of W. P. Carey Inc., incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed with the SEC on June 16, 2017 (File No. 001-13779).

4.3	Form of Common Stock Certificate, incorporated by reference to Exhibit 4.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013 (File No. 001-13779).

4.4	W. P. Carey Inc. 2017 Share Incentive Plan, incorporated by reference to Exhibit B of the Company’s definitive proxy statement on Schedule 14A filed April 11, 2017 (No. 001-13779).

4.5	Form of Non-Employee Director Restricted Share Agreement.*

4.6	Form of Long-Term Performance Share Unit Award Agreement. *

4.7	Form of Restricted Share Agreement. *

4.8	Form of Restricted Share Unit Agreement. *

4.9	Form of Share Option Agreement. *

5.1	Opinion of Reed Smith LLP.*

23.1	Consent of Reed Smith LLP (included in the opinion filed as Exhibit 5.1 to this registration statement).*

23.2	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.*

24.1	Power of Attorney (included on signature page hereto).*

_________________

*	Filed herewith.

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Item 9. Undertakings.

(a) Rule 415 offering.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post‑effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the 1933 Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post‑effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post‑effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in the registration statement;

(2) That, for the purpose of determining any liability under the 1933 Act, each such post‑effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post‑effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) Filings incorporating subsequent 1934 Act Documents by Reference .

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(h) Filing of Registration Statement on Form S-8.

Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on June 27, 2017 .



		W. P. CAREY INC.

		By:	/s/ Mark J. DeCesaris
			Mark J. DeCesaris
			Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Mark J. DeCesaris, Susan C. Hyde, and Paul Marcotrigiano, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him or her or in his or her name, place and stead, in any and all capacities to sign any and all amendments or post-effective amendments to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated, as of June 27, 2017 .



Signature	Title

/s/ Mark. J. DeCesaris	Chief Executive Officer and Director
Mark J. DeCesaris	(Principal Executive Officer)


/s/ ToniAnn Sanzone	Managing Director and Chief Financial Officer
ToniAnn Sanzone	(Principal Financial Officer)


/s/ Arjun Mahalingam	Chief Accounting Officer
Arjun Mahalingam	(Principal Accounting Officer)

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/s/ Benjamin H. Griswold, IV	Director
Benjamin H. Griswold, IV


/s/ Mark A. Alexander	Director
Mark A. Alexander


/s/ Peter J. Farrell	Director
Peter J. Farrell


/s/ Axel K.A. Hansing	Director
Axel K.A. Hansing


/s/ Jean Hoysradt	Director
Jean Hoysradt


/s/ Richard C. Marston	Director
Richard C. Marston


/s/ Christopher J. Niehaus	Director
Christopher J. Niehaus


/s/ Nick J.M. van Ommen	Director
Nick J.M. van Ommen

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Exhibit Index

(Pursuant to Item 601 of Regulation S-K)



Exhibit No.	Description
4.1	Articles of Amendment and Restatement of W. P. Carey Inc., incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the SEC on June 16, 2017 (File No. 001-13779).
4.2	Fifth Amended and Restated Bylaws of W. P. Carey Inc., incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed with the SEC on June 16, 2017 (File No. 001-13779).
4.3	Form of Common Stock Certificate, incorporated by reference to Exhibit 4.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013 (File No. 001-13779).
4.4	W. P. Carey Inc. 2017 Share Incentive Plan, incorporated by reference to Exhibit B of the Company’s definitive proxy statement on Schedule 14A filed April 11, 2017 (No. 001-13779).
4.5	Form of Non-Employee Director Restricted Share Agreement.*
4.6	Form of Long-Term Performance Share Unit Award Agreement. *
4.7	Form of Restricted Share Agreement. *
4.8	Form of Restricted Share Unit Agreement. *
4.9	Form of Share Option Agreement. *
5.1	Opinion of Reed Smith LLP.*
23.1	Consent of Reed Smith LLP (included in the opinion filed as Exhibit 5.1 to this registration statement).*
23.2	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.*
24.1	Power of Attorney (included on signature page hereto).*

______________

* Filed herewith.

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Exhibit 4.5

W. P. CAREY INC.

RESTRICTED SHARE AGREEMENT

AGREEMENT dated as of Date , between W. P. Carey Inc., a Maryland corporation (“W. P. Carey”) and Name (the “Grantee”).

WHEREAS, the Grantee is a Non-Employee Director of W. P. Carey under the terms of the Plan (as defined below) and is receiving an award of Number Shares of W. P. Carey (the “Shares”) under the 2017 Share Incentive Plan (the “Plan”).

WHEREAS, the parties to this Agreement wish to provide the terms and conditions upon which W. P. Carey will grant Shares to the Grantee.

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

ACCORDINGLY, the parties agree as follows:

1. Grant of Shares . W. P. Carey hereby grants to the Grantee Number Shares on (the “Grant Date”) subject to the terms of this Agreement.

2. Vesting . (a) The Grantee’s rights to any Shares granted under this Agreement shall become fully vested and nonforfeitable on the one‑year anniversary of the Grant Date (the “Vesting Period”), provided that the Grantee continues to serve as a Non‑Employee Director of W. P. Carey except as described below. Except as provided in this Agreement, if the Grantee’s service as a Non‑Employee Director is terminated for any reason prior to the date on which the Shares become fully vested and nonforfeitable, the Grantee shall automatically and immediately forfeit any such unvested Shares.

(b) Notwithstanding the foregoing, if the Grantee’s service on the Board is terminated due to Grantee’s death, total and permanent disability or the Grantee does not stand for reelection (or is not or will not be nominated for election or reelected) to the Board during the Vesting Period, the Grantee’s rights hereunder shall automatically become fully vested on the date he or she dies, becomes permanently disabled or his or her term of office expires or terminates.

3. Voting; Dividends and Distributions . Upon acceptance of this Agreement, Grantee shall have voting rights of a stockholder with respect to the Shares, as provided in the Plan. Any dividends or distributions payable with respect to the Shares shall be accrued with respect to the Shares. Such dividends or distributions will be paid in cash to the Grantee without interest pursuant to Section 2 of this Agreement if and to the extent that the underlying Shares become vested as provided in this Agreement.

4. Change in Control . Upon the occurrence of (i) a Change of Control and (ii) a Termination of Employment or Service in Connection with a Change of Control, the Shares shall become fully vested and nonforfeitable.

5. Securities Law Compliance . (a) The Grantee represents and agrees that he or she is acquiring the granted Shares for his or her own account and not with the intention of reselling or distributing the Shares, except as permitted under this Agreement and any applicable federal and state securities laws.

(b) W. P. Carey shall have the right to take any actions it may deem necessary or appropriate to ensure that the Grantee’s Share grant complies with applicable federal and state securities laws.

6. Nontransferability of Benefits . Shares shall be held in escrow prior to vesting. Any Shares held in escrow by W. P. Carey for the Grantee or any beneficiary under this Agreement are not subject to the claims of his or her creditors and may not be voluntarily or involuntarily transferred, assigned, alienated, accelerated or encumbered.

7. Effect on Rights to Continue as a Director . Nothing in this Agreement shall be construed as giving the Grantee any right to continued service as a Non‑Employee Director of W. P. Carey or affect the rights of W. P. Carey or its stockholders to elect or remove Directors. Except as otherwise expressly provided herein, the terms and conditions of the Grantee’s service as a Non‑Employee Director of W. P. Carey shall remain unchanged.

8. Severability . If any portion of this Agreement shall be held invalid or illegal for any reason, such event shall not affect or render invalid or unenforceable the remainder of this Agreement.

9. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Grantee, his or her beneficiary and W. P. Carey and its successors and assigns.

10. Notice . Any notice, consent, election or demand required or permitted to be given under the provisions of this Agreement shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent, election or demand is to be mailed, it shall be sent by United States certified mail, postage prepaid, addressed to such party’s last known address. The date of such mailing shall be deemed the date of notice, consent, election or demand. Notice may also be by confirmed electronic delivery, including facsimile.

11. Administration . The Committee, as defined in the Plan, shall have full discretionary authority to (a) interpret, construe and administer this Agreement and to delegate all or a part of its duties and responsibilities hereunder, and (b) make all determinations as to any rights under the Agreement. The interpretation and construction of this Agreement by the Committee or its delegate, and any action taken hereunder, shall be final, binding and conclusive upon all parties in interest. Neither the Committee nor any other officer or Grantee of W. P. Carey shall, in any event, be liable to any person for any action taken or omitted to be taken in connection with the interpretation, construction or administration of this Agreement, so long as such action or omission to act be made in good faith.

12. Amendment . This Agreement may not be amended, altered or modified, except by a written instrument signed by the parties hereto, or their respective successors, and may not be otherwise terminated except as provided herein.

13. Applicable Law . This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to its conflicts of laws provisions.

IN WITNESS WHEREOF, W. P. Carey and the Grantee have executed this Agreement as of the date first set forth above.



		W. P. CAREY INC.


		By:

		Title:

		GRANTEE:


		Name:

Exhibit 4.6

LONG-TERM PERFORMANCE SHARE UNIT AWARD AGREEMENT

pursuant to the

W. P. CAREY INC.

2017 SHARE INCENTIVE PLAN

* * * * * * *

Participant: Name

Date of Grant: __________________________________

Number of Performance Share Units granted: ________________

This Long-Term Performance Share Unit Award Agreement (this “Agreement”) is made as of the Date of Grant set forth above by and between W. P. Carey Inc., a Maryland corporation (the “Company”) and the individual whose name is set forth above (“Participant”), whose address is in care of Company, pursuant to the Company’s 2017 Share Incentive Plan (the “Plan”) and the Long-Term Incentive Program thereunder. The terms of the Plan are incorporated herein by reference, and terms defined in the Plan have the same meanings in this Agreement unless otherwise defined herein or the context otherwise requires. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the award provided hereunder). In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

1. Grant of Performance Share Units . The Company hereby grants to the Participant, as of the Date of Grant specified above, the number of Performance Share Units specified above (the “Target Award”) with respect to the Shares of the Company. Subject to the terms and conditions herein set forth, these Performance Share Units represent contingent commitments by the Company to issue and deliver (hereafter referred to as “conversion”) to Participant, in recognition of the achievement of specified performance criteria and Participant’s continued service to the Company and at no cost to Participant, Shares at a future date, with the maximum amount of Shares subject to this award to equal [3 times] the Target Award plus any Shares issuable under Section 3 hereof, all as subject to adjustment as set forth in Section 3 of the Plan. This Agreement does not entitle Participant to any payment of cash compensation.

The Participant shall not have the rights of a stockholder in respect of the Shares underlying this Award until such Shares are delivered to the Participant in accordance with Section 4.

2. Performance Conditions. The Performance Share Units are subject to the following performance conditions:

(a) Performance Period . The Performance Period with respect to this award shall be the [three] calendar year period January 1, through December 31, .

(b) Relative Performance . The number of Shares which Participant will be entitled to receive from the Company upon conversion pursuant to this Agreement following the completion of the Performance Period is directly related to the actual level of performance achieved during such period, defined as

Threshold, Target, Stretch or Maximum.

(c) Performance Criteria . The Committee shall employ such criteria for evaluating the performance of the Company over the Performance Period as the Committee shall in its discretion deem appropriate (the “Performance Criteria”). These criteria, and the pre-established performance goals with respect thereto, shall be communicated to Participant in a Performance Chart to accompany and be made a part of this Agreement as Appendix A.

(d) Determination of Final Awards . As promptly as practicable upon the completion of the Performance Period, the Committee shall assess and certify the relative achievement of the Performance Criteria and determine the percentage (not to exceed [300%] ), if any, of the Target Award to be awarded to Participant (the full number of Shares resulting from the application of such percentage being hereinafter called the “Final Award”), provided that the Committee shall bear no liability for any delay in such assessment. The Committee shall have the discretion to reduce (but not to increase) the Final Award. As promptly as practicable upon the determination of the Final Award, the Company shall notify Participant of the number of Shares to be issued in connection with the Final Award, including Distribution Reinvestment Shares, as defined below, provided that the Committee and the Company shall bear no liability for any delay in such notification.

3. Dividend Equivalent Rights . The Company shall maintain a bookkeeping account for Participant (the “Distribution Equivalent Account”) for the purpose of crediting additional Shares attributable to the reinvestment of dividends on the Shares into which the Performance Share Units subject to this Agreement may be converted, as if such dividends had been reinvested in such Shares on the date of payment. On the date of payment of a cash dividend, and other distributions made generally to the holders of Shares payable in property other than shares, provided the record date for such distribution occurs on or after the first day of the Performance Period and before recordation or delivery of the Shares under Section 4 or conversion to Deferred Shares under Section 5, and subject to the limitations set forth in Section 7, the Company shall provisionally credit to Participant’s Distribution Equivalent Account a number of Shares (including fractions thereof) (the “Distribution Reinvestment Shares”) equal to (a)x(b)/(c), where (a) equals the Target Award (expressed as the number of Shares to which such Award is equivalent), (b) equals the dollar amount of such distribution per Share, and (c) equals the closing price of Shares on the New York Stock Exchange on such date of payment (or, if the Exchange is closed on such date, on the immediate prior trading date).

In connection with the determination of the Final Award, the Company shall recalculate the final number of Distribution Reinvestment Shares, if any, deliverable to the Participant by assuming that, in the foregoing equation, on each such payment date, (a) equals the Final Award (expressed as the number of Shares to which such Award is equivalent).

The Shares credited to Participant’s Distribution Equivalent Account shall be subject to the same forfeiture restrictions, performance conditions, restrictions on transferability, and elective deferral opportunities as apply to the Shares into which the Performance Share Units subject to this Agreement may be converted.

4. Delivery of Shares . Subject to the terms of the Plan, and any elective deferral pursuant to Section 5 of this Agreement, within 2½ months following the year in which the Performance Period ends and the Final Award is no longer subject to a substantial risk of forfeiture, the Company shall distribute to Participant the number of Shares comprising the Final Award and the number of Distribution Reinvestment Shares calculated as provided in Section 3. In connection with the delivery of the Shares pursuant to this Agreement, Participant agrees to execute any documents reasonably requested by the Company.

5. Elective Deferral of Receipt of Shares . If permitted by the Company, Participant may elect, in accordance with written plans or procedures adopted by the Company from time to time, to defer the distribution of all or any portion of the Shares that would otherwise be distributed to Participant hereunder pursuant to Section 4 (“Deferred Shares”). Any Deferred Shares shall be credited to a bookkeeping account established on Participant’s behalf under Company’s written plans and/or procedures then in effect with respect to such shares.

6. Non-Transferability. The Performance Share Units created by this Agreement are not transferable by Participant other than by Will or the laws of descent and distribution. Any attempt to transfer contrary to the provisions hereof shall be null and void.

7. Termination of Employment .

(a) Forfeiture of All Rights . If Participant’s employment with the Company terminates for any reason other than Disability, Involuntary Dismissal, Retirement or death prior to the conclusion of the Performance Period, the Performance Share Units subject to this Agreement shall immediately be cancelled and this Agreement shall become null and void and Participant (and Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to the Performance Share Units, the Distribution Reinvestment Shares, or the Shares or Deferred Shares referred to in this Agreement. Notwithstanding the foregoing, the Committee, in its sole discretion, may determine, prior to the effective date of any such termination, that all or a portion of any of the Participant’s unvested Performance Share Units (or Distribution Reinvestment Shares, Shares or Deferred Shares) shall not be so cancelled and forfeited.

(b) Forfeiture of Pro-Rated Rights .

(i) Except as provided in Section 7(b)(ii) of this Agreement, if the Participant’s employment with the Company terminates prior to the conclusion of the Performance Period due to the Participant’s Disability, Involuntary Dismissal, Retirement or death, Participant or Participant’s beneficiary, as the case may be, will be entitled to receive a pro-rata portion of the Final Award, contingent upon satisfaction of the Performance Criteria, and any Distribution Reinvestment Shares credited in connection therewith, issued to the Participant at the time specified in Section 4 of this Agreement; except that, in the event such amount is conditioned upon a separation from service and not compensation the Participant could receive without separating from service, then no such payment may be made to a Participant who is a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) until the first day following the six‑month anniversary of the Participant’s separation from service if and to the extent necessary to avoid an additional tax under Section 409A of the Code. The pro-rata number of Shares to be delivered to Participant as his or her Final Award will be calculated as (a) x (b)/(c), where (a) equals the number of shares that would have comprised the Final Award had the Participant remained employed through the last day of the Performance Period, giving effect to the degree of attainment of the Performance Criteria, (b) equals the number of days from January 1, to Participant’s last date of employment with the Company prior to such Disability, Involuntary Dismissal, Retirement or death, and (c) equals [1,095] . Distribution Reinvestment Shares in connection with such Final Award shall be calculated as provided in Section 3 through the last day of the Participant’s employment. Except with respect to such pro-rated portion of the Final Award and the Dividend Reinvestment Shares associated therewith, the Participant shall have no other or further rights to Performance Share Units, Dividend Reinvestment Shares, Shares or Deferred Shares under this Agreement. The pro-rated Final Award as approved by the Committee shall be final and binding on the Participant and the Company.

(ii) Notwithstanding Sections 4 and 7(b)(i) of this Agreement, if a Change of Control shall occur and a Termination of Employment or Service in Connection with a Change of Control occurs, as such terms are defined in the Plan, Participant will be entitled to receive the Award calculated at Maximum (the “Maximum Award”), and any Distribution Reinvestment Shares credited in connection therewith, issued in Shares to the Participant at the time of his or her separation from service, and such restrictions and conditions on the Maximum Award and any Distribution Reinvestment Shares credited in connection therewith shall automatically be waived upon such separation from service; except that the payment date of Awards considered to be deferred compensation shall not accelerated and in the event such amount is conditioned upon a separation from service and not compensation the Participant could receive without separating from service, then no such payment 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 if and to the extent necessary to avoid an additional tax under Section 409A of the Code. Distribution Reinvestment Shares in connection with such Maximum Award shall be calculated as provided in Section 3 through the last day of the Participant’s employment. Except with respect to such Maximum Award and the Dividend Reinvestment Shares associated therewith, the Participant shall have no other or further rights to Performance Share Units, Dividend Reinvestment Shares, Shares or Deferred Shares under this Agreement.

(c) Definitions . For purposes of this Agreement, “Disability” shall have the same meaning set forth in any employment agreement between the Company and Participant; in the absence of such an agreement, “Disability” means disability as determined in accordance with Section 409A of the Code.

For purposes of this Agreement, “employment with the Company” shall mean and include any employment by a Subsidiary of the Company and may in the Committee’s sole discretion also include any employment by an Affiliate of the Company that is not a Subsidiary of the Company.

For purposes of this Agreement, “Involuntary Dismissal” shall mean the termination of Participant’s employment with the Company through and directly attributable to an action taken by the Board, the Committee, or the Company, other than dismissal for Cause. For purposes of this Agreement, “Cause” shall have the same meaning set forth in any employment agreement between the Company (or any Subsidiary or Affiliate) and Participant; in the absence of such an agreement, “Cause” shall have the meaning set forth in Section 1 of the Plan.

For purposes of this Agreement, “Retirement” shall mean the Participant’s termination of employment with the Company (other than for Cause) after reaching Normal Retirement Age, as defined in the Carey Profit Sharing and 401(k) Plan.

8. Withholding of Income and Other Taxes. To the extent required by any federal, state or local law, the Participant shall make such arrangements as may be required or be satisfactory to the Company, in its sole and absolute discretion, for the payment of any tax withholding obligations that arise in connection with the payment of the Shares underlying the Performance Share Units. The Grantee shall pay such required withholding directly to the Company in cash upon request or may elect to have such tax withholding obligation satisfied through withholding shares to be issued pursuant to the Performance Share Units or, to the extent permitted by the Committee, transferring already-owned shares. The Company shall not be required to deliver any Shares under this Agreement until such obligations are satisfied.

9. Adjustments. The Performance Share Units, Shares and Dividend Reinvestment Shares are subject to adjustment as provided in Section 3 of the Plan.

10 . Legal Compliance . The Company may postpone the time of delivery of certificates of its Shares for

such additional time as the Company shall deem necessary or desirable to enable it to comply with the registration requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) or any Rules or Regulations of the Securities and Exchange Commission promulgated thereunder or the requirements of other applicable laws, including state laws relating to authorization, issuance or sale of securities and including the rules and regulations of the New York Stock Exchange or such other exchange on which the Shares may then be listed. The Participant represents and agrees that he or she is acquiring any Shares upon payment of the Performance Share Units for his or her own account and not with the intention of reselling or distributing the Shares, except as permitted under this Agreement and any applicable federal and state securities laws. The Company shall have the right to take any actions it may deem necessary or appropriate to ensure that any issuance of Shares complies with applicable federal and state securities laws.

If Participant fails to accept delivery of the Shares upon tender of delivery thereof, his or her right with respect to such undelivered Shares may be terminated in the Company’s discretion, or terminated in accordance with applicable law.

11. Miscellaneous Provisions.

(a) Effect on Other Employee Benefit Plans . The value of the Performance Share Units granted pursuant to this Agreement and the value of Shares issued and delivered hereunder will not be included as compensation, earnings, salary or other similar terms used when calculating Participant’s benefits under any employee benefit plan sponsored by the Company (or any Subsidiary), except as such plan may otherwise expressly provide.

(b) No Employment Rights . The award of Performance Shares Units granted pursuant to this Agreement does not give Participant any right to remain employed by the Company and there is no obligation for uniformity of treatment of the Participant with any other participant or employee.

(c) Entire Agreement; Amendment . This Agreement contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. Except as provided herein, this Agreement may not be modified or amended in a manner materially adverse to the Participant, except by a writing signed by both the Company and Participant.

(d) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the principles of conflict of laws thereof.

(e) Notices . Any notice which may be required or permitted under this Agreement shall be in writing and shall be delivered in person, or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:

If such notice is to the Company, to the attention of the Corporate Secretary of Company, or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.

If such notice is to Participant, at his or her address as shown on the Company’s records, or at such other address as Participant, by notice to the Company, shall designate in writing from time to time.

(f) Compliance with Laws . The issuance of the Shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and

regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto, including the rules and regulations of the New York Stock Exchange or such other exchange on which the Shares may then be listed. The Company shall not be obligated to issue any Shares pursuant to this Agreement if such issuance would violate any such requirements.

(g) Binding Agreement; Assignment . This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. Participant shall not assign any part of this Agreement without the prior express written consent of the Company in it is discretion.

(h) Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

(i) Headings . The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

(j) Further Assurances . Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

(k) Severability . The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

IN WITNESS WHEREOF, COMPANY has caused this Agreement to be executed on its behalf by an officer of the Company thereunto duly authorized and Participant has accepted the terms of this Agreement, both as of the date of grant.



		W. P. CAREY INC.

		By:



		Participant:

		Name:

		Signature:

Appendix A. Performance Chart

Exhibit 4.7

W. P. CAREY INC.

RESTRICTED SHARE AGREEMENT

AGREEMENT dated as of Date , between W. P. Carey Inc., a Maryland corporation (“W. P. Carey Inc.”), and Name (the “Grantee”).

WHEREAS, W. P. Carey Inc. desires to grant to the Grantee Number Shares of W. P. Carey Inc. (the “Shares”) to Grantee under the 2017 Share Incentive Plan (the “Plan”).

WHEREAS, the parties to this Agreement wish to provide the terms and conditions upon which W. P. Carey Inc. will grant Shares to the Grantee.

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

ACCORDINGLY, the parties agree as follows:

1. Grant of Shares . W. P. Carey Inc. hereby grants to the Grantee Number Shares subject to the terms of this Agreement.

2. Vesting . (a) The Grantee’s rights to any Shares granted under this Agreement shall become fully vested and nonforfeitable [at the rate of twenty‑five percent (25%) per year] during which Grantee serves as an employee of W. P. Carey Inc. or its Subsidiaries or its Affiliates except as described below. [ February 15 ^th ] shall be the anniversary date for purposes of this Agreement so that the first [25%] of Shares shall vest on [February 15, ]. Except as provided in this Agreement, if the Grantee’s employment is terminated for any reason prior to the date on which the Shares become fully vested and nonforfeitable, the Grantee shall automatically and immediately forfeit any such unvested Shares.

(b) Notwithstanding the foregoing, if the Grantee either dies or is Disabled while employed by W. P. Carey Inc. or a Subsidiary or Affiliate; the Grantee’s rights hereunder shall automatically become fully vested on the date he or she dies or becomes Disabled.

3. Dividends and Distributions . Any dividends or distributions payable with respect to the Shares shall be accrued with respect to the Shares. Such dividends or distributions will be paid in cash to the Grantee without interest pursuant to Section 2 of this Agreement if and to the extent that the underlying Shares become vested as provided in this Agreement.

(b) W. P. Carey Inc. shall have the right to take any actions it may deem necessary or appropriate to ensure that the Grantee’s Share grant complies with applicable federal and state securities laws.

6. Nontransferability of Benefits . Any Shares held in escrow by W. P. Carey Inc. for the Grantee or any beneficiary under this Agreement are not subject to the claims of his or her creditors and may not be voluntarily or involuntarily transferred, assigned, alienated, accelerated or encumbered.

7. Tax Liability . To the extent required by any federal, state or local law, the Grantee shall make such arrangements as may be required or be satisfactory to W. P. Carey Inc., in its sole and absolute discretion, for the payment of any tax withholding obligations that arise in connection with the granted Shares. The Grantee shall pay such required withholding directly to W. P. Carey Inc. in cash upon request or, if permitted by W. P. Carey Inc., may elect to have such tax withholding obligation satisfied through withholding shares to be delivered or transferring already-owned shares. W. P. Carey Inc. shall not be required to deliver any Shares under this Agreement until such obligations are satisfied.

8. Effect on Employment Rights . Nothing in this Agreement shall be construed as giving the Grantee any right to continued employment with W. P. Carey Inc., its Subsidiaries or its Affiliates. Except as otherwise expressly provided herein, the terms and conditions of the Grantee’s employment with W. P. Carey Inc. shall remain unchanged.

9. Severability . If any portion of this Agreement shall be held invalid or illegal for any reason, such event shall not affect or render invalid or unenforceable the remainder of this Agreement.

10. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Grantee, his or her beneficiary and W. P. Carey Inc. and its successors and assigns.

11. Notice . Any notice, consent, election or demand required or permitted to be given under the provisions of this Agreement shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent, election or demand is to be mailed, it shall be sent by United States certified mail, postage prepaid, addressed to such party’s last known address. The date of such mailing shall be deemed the date of notice, consent, election or demand.

12. Administration . The Committee, as defined in the Plan, shall have full discretionary authority to (a) interpret, construe and administer this Agreement and to delegate all or a part of its duties and responsibilities hereunder, and (b) make all determination as to any rights under the Agreement. The interpretation and construction of this Agreement by the Committee or its delegate, and any action taken hereunder, shall be final, binding and conclusive upon all parties in interest. Neither the Committee nor any other officer or Grantee of W. P. Carey Inc. shall, in any event, be liable to any person for any action taken or omitted to be taken in connection with the interpretation, construction or administration of this Agreement, so long as such action or omission to act be made in good faith.

13. Amendment . This Agreement may not be amended, altered or modified, except by a written instrument signed by the parties hereto, or their respective successors, and may not be otherwise terminated except as provided herein.

14. Applicable Law . This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to its conflicts of laws provisions.

IN WITNESS WHEREOF, W. P. Carey Inc. and the Grantee have executed this Agreement as of the date first set forth above.



		W. P. CAREY INC.


		By:

		Title:


		GRANTEE:




		Name:

Exhibit 4.8

W. P. CAREY INC.

RESTRICTED SHARE UNIT AGREEMENT

AGREEMENT dated as of Grant Date , between W. P. Carey Inc., a Maryland corporation (the “Company”) and Optionee Name (the “Grantee”).

WHEREAS, the Company desires to grant to the Grantee restricted share units (“RSUs”) under the 2017 Share Incentive Plan (the “Plan”), and the Long-Term Incentive Program thereunder, providing Grantee with the right to receive a common share of the Company (the “Shares”) for each RSU granted to Grantee.

WHEREAS, the parties to this Agreement wish to provide the terms and conditions upon which the Company will grant RSUs to the Grantee.

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

ACCORDINGLY, the parties agree as follows:

1. Grant of RSUs . The Company hereby grants to the Grantee Shares Granted RSUs subject to the terms of this Agreement. Each RSU represents the right to receive a Share, subject to adjustment as provided in the Plan. RSUs shall not be entitled to voting rights.

2. Vesting and Payment . (a) The Grantee’s rights to any RSU granted under this Agreement shall become fully vested and nonforfeitable at the rate of thirty-three and one-third percent (33 ⅓%) per year during which Grantee serves as an employee of the Company, its Subsidiaries or its Affiliates except as described below. February 15 shall be the anniversary date for purposes of this Agreement so that the first 33 ⅓% of RSUs shall vest on the February 15 ^th of the year following the grant date provided that the grant date is on or prior to February 15 ^th . If the grant date is after February 15 ^th , the first third will vest on the February 15 ^th of the second year following the grant date. Except as provided in this Agreement, if the Grantee’s employment or service is terminated for any reason prior to the date on which the RSUs become vested and nonforfeitable, the Grantee shall automatically and immediately forfeit any such unvested RSUs.

(b) Notwithstanding the foregoing, if the Grantee either dies or becomes totally and permanently disabled (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended) while employed by or in the service of the Company, a Subsidiary or any Affiliate, the Grantee’s rights hereunder shall automatically become fully vested on the date he or she dies or becomes permanently disabled.

(c) Subject to Section 2(d), if and to the extent earned, one Share shall be paid in satisfaction of each vested RSU as soon as practicable following vesting, but in no event later than 2½ months following the end of the calendar year in which vesting has occurred and the RSU is no longer subject to a substantial risk of forfeiture.

(d) If permitted by the Company, Grantee may elect, in accordance with written plans or procedures adopted by the Company from time to time, to defer the distribution of all or any portion of the Shares that would otherwise be distributed to Grantee hereunder pursuant to Section 2 (“Deferred Shares”), or result from dividend payments thereon as provided in Section 3. Any Deferred Shares shall

be credited to a bookkeeping account established on Grantee’s behalf under the Company’s written plans and/or procedures then in effect with respect to such Shares.

3. Dividend and Distribution Equivalents . With respect to each of the RSUs granted hereunder, each time the Board of the Company shall declare a cash dividend or distribution (or dividend or distribution payable in property other than Shares) with respect to Shares, then provided the record date is on or after the date of this Agreement and before the earliest of the (1) the date on which such RSUs are forfeited, (2) the date on which Shares are recorded or paid in satisfaction of such RSUs pursuant to Section 2(c), or (3) the date on which Shares that would otherwise be distributed to Grantee are converted to Deferred Shares under Section 2(d): dividend equivalents will accrue with respect to the RSUs corresponding to the amount of any cash dividend or distribution (or dividend or distribution payable in property other than Shares). Such dividend equivalents will be paid in cash to the Grantee without interest pursuant to Section 2 of this Agreement if and to the extent that the underlying RSUs become vested as provided in this Agreement.

In the event that the Grantee receives any additional RSUs as an adjustment with respect to the RSUs granted under this Agreement, such additional RSUs will be subject to the same restrictions as if granted under this Agreement as of the Grant Date and paid pursuant to Section 4 of this Agreement.

4. Change in Control . Upon the occurrence of (i) a Change of Control and (ii) a Termination of Employment or Service in Connection with a Change of Control, the Grantee’s unvested RSUs shall become fully vested and nonforfeitable.

5. Securities Law Compliance . (a) The Grantee represents and agrees that he or she is acquiring any Shares upon payment of the RSUs for his or her own account and not with the intention of reselling or distributing the Shares, except as permitted under this Agreement and any applicable federal and state securities laws.

(b) The Company shall have the right to take any actions it may deem necessary or appropriate to ensure that any such issuance of Shares complies with applicable federal and state securities laws.

6. Nontransferability of Benefits . Any RSUs are not subject to the claims of Grantee’s creditors and may not be voluntarily or involuntarily transferred, assigned, alienated, accelerated or encumbered.

7. Tax Liability . To the extent required by any federal, state or local law, the Grantee shall make such arrangements as may be required or be satisfactory to the Company, in its sole and absolute discretion, for the payment of any tax withholding obligations that arise in connection with the payment of the Shares underlying the RSUs. The Grantee shall pay such required withholding directly to the Company in cash upon request or, to the extent permitted by the Committee, may elect to have such tax withholding obligation satisfied through withholding shares to be issued pursuant to the RSUs or transferring already-owned shares. The Company shall not be required to deliver any Shares under this Agreement until such obligations are satisfied.

8. Effect on Employment Rights . Nothing in this Agreement shall be construed as giving the Grantee any right to continued employment with the Company, its Subsidiaries or its Affiliates. Except as otherwise expressly provided herein, the terms and conditions of the Grantee’s employment with the Company shall remain unchanged.

9. Severability . If any portion of this Agreement shall be held invalid or illegal for any reason, such event shall not affect or render invalid or unenforceable the remainder of this Agreement.

10. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Grantee, his or her beneficiary and the Company and its successors and assigns.

11. Notice . Any notice, consent, election or demand required or permitted to be given under the provisions of this Agreement shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent, election or demand is to be mailed, it shall be sent by United States certified mail, postage prepaid, addressed to such party’s last known address, or by facsimile with proof of transmission. The date of such mailing or transmission shall be deemed the date of notice, consent, election or demand.

12. Administration . The Committee shall have full discretionary authority to (a) interpret, construe and administer this Agreement and to delegate all or a part of its duties and responsibilities hereunder, and (b) make all determinations as to any rights under the Agreement. The interpretation and construction of this Agreement by the Committee or its delegate, and any action taken hereunder, shall be final, binding and conclusive upon all parties in interest. Neither the Committee nor any director, officer or Grantee of the Company shall, in any event, be liable to any person for any action taken or omitted to be taken in connection with the interpretation, construction or administration of this Agreement, so long as such action or omission to act be made in good faith.

13. Amendment . Except as provided herein, this Agreement may not be amended, altered or modified in a manner materially adverse to the Grantee, except by a written instrument signed by the parties hereto, or their respective successors, and may not be otherwise terminated except as provided herein.

14. Applicable Law . This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to its conflicts of laws provisions.

IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the date first set forth above.



		W. P. CAREY INC.


		By:

		Title:


		GRANTEE:




		Name:

Exhibit 4.9

W. P. CAREY INC.

SHARE OPTION AGREEMENT

W. P. CAREY INC., a Maryland corporation (the “Company”), and ______________________________, an employee of the Company (the “Optionee”), in consideration of the mutual promises contained in this Agreement and intending to be legally bound hereby, agree as follows:

1. Grant of Option . (a) The Company hereby confirms the grant to the Optionee as of _______________, ______ (the “Grant Date”) of an option (the “Option”) to purchase up to __________ Shares of the Company at an option price of $__________ per Share, under and subject to the terms and conditions of this Agreement and the W. P. Carey Inc. 2017 Share Incentive Plan (the “Plan”), which is hereby incorporated by reference and made a part of this Agreement.

(b) Subject to earlier termination as provided in the Plan or in this Agreement, the Option is exercisable in whole or in part (in whole shares only) under the following schedule:

[On and after _______________, ______ as to one-third of the shares subject to the Option;

On and after _______________, ______ as to an additional one-third of the shares subject to the Option; and

On and after _______________, ______ as to the final one-third of the shares subject to the Option.]

For purposes of the foregoing schedule, any fractional share for any year shall be rounded down to the next whole share, except for the last year set forth above which shall include the balance of Option Shares. In no event may this Option be exercised after the close of business on _______________, ______.

2. Acceptance of Option and Acknowledgments . The Optionee hereby (a) accepts the Option granted under the Plan, (b) acknowledges that he has received, read and understood the Plan and (c) agrees to be bound by the terms and provisions of the Plan, as amended from time to time; provided, however, that no termination, modification or amendment of the Plan shall, without the consent of the Optionee, adversely affect the rights of the Optionee with respect to the Option (except as expressly permitted by the Plan or as may be necessary to comply with applicable law).

3. Procedure for Exercise of Option . (a) The Option may be exercised only by delivery by the Optionee of written, electronic or telephonic notice to the Company or its agent in the form prescribed. Each exercise form must set forth the number of Shares as to which the Option is exercised, must be dated and signed, or its equivalent, by the person exercising the Option and must be accompanied by (i) a cash payment (which may be made by means of a check, bank draft or money order) in United States dollars, (ii) if permitted by the Company, shares of already‑owned Shares or shares withheld from the exercise of the Option at the fair market value of such shares on the date of exercise, (iii) if permitted by the Company, the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the purchase price; provided that in the event the optionee chooses to

pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (iv) any combination of cash and such shares, in the amount of the full purchase price for the number of Shares as to which the Option is exercised; provided , however , that any portion of the option price representing a fraction of a share shall be paid by the Optionee in cash.

(b) If permitted by the Company, the Optionee may choose to exercise an Option by participating in a broker or other agent-sponsored exercise or financing program. If the Optionee so chooses, the Company shall, upon receipt of the required payment, deliver the Shares acquired pursuant to the exercise of the Option to the broker or other agent, as designated by the Optionee, and shall cooperate with all other reasonable procedures of the broker or other agent to permit participation by the Optionee in the sponsored exercise or financing program.

(c) The Company shall advise any person exercising the Option in whole or in part with already‑owned or withheld Shares as to the amount of any additional cash payment required to be made to the Company to complete payment of the applicable option price, and such person shall be required to make such payment to the Company before any distribution of certificates representing Shares will be made.

(d) If a person other than the Optionee exercises the Option, such person shall submit proof satisfactory to the Company of the right of such person to exercise the Option.

(e) The date of exercise is the date on which the required notice, proof of right to exercise (if required) and payment of the option price in cash or already‑owned Shares are delivered to the Company or its agent.

4. Rights Upon Death or Disability . Upon the Optionee’s death or disability, the Optionee’s rights with respect to the Option shall be determined in accordance with Section 5 of the Plan.

5. Rights Upon Termination of Employment . Unexercised Options granted hereunder, whether vested or unvested, will be forfeited by Optionee upon termination of Optionee’s employment for any reason other than death or disability. Notwithstanding the foregoing, the Optionee will have 30 days from the date of termination to exercise options vested as of the date of termination except in the case of a termination for Cause (unless the Committee, in its sole discretion, determines otherwise in the case of a termination for Cause).

6. Delivery or Recordation of Certificates . Subject to Section 3 of this Agreement, the Company shall deliver or record in book-entry or electronic form a certificate or certificates representing the number of Shares to which the person exercising the Option is entitled as soon as practicable after the date of exercise. Unless the person exercising the Option otherwise directs the Company in writing, the certificate or certificates shall be registered in the name of the person exercising the Option and delivered to such person. If the Option is exercised and the option price is paid in whole or in part with already‑owned Shares, the Company will deliver or record at the same time and return to the person exercising the Option a certificate representing the number of any shares included in any certificate or certificates delivered to the Company at the time of exercise which were not used to pay the option price.

7. Withholding of Taxes . (a) The Company shall advise the Optionee as to the amount of any income, employment or other taxes required to be withheld by the Company on any compensation income resulting from the exercise of the Option. The Optionee shall pay such required withholding directly to the Company in cash upon request or, to the extent permitted by the Company, may elect to have such tax

withholding obligation satisfied through withholding shares to be issued pursuant to the Option or transferring already-owned shares.

(b) If the Optionee does not pay the required withholding to the Company as provided in paragraph (a) within ten days after such request is made, the Company may withhold such taxes from any other compensation to which the Optionee is entitled from the Company. The Optionee shall hold harmless the Company (and any of its officers and employees) in so satisfying the Company’s withholding obligation. No shares shall be issued under this Agreement until such withholding obligation has been satisfied by the Optionee.

8. Further Conditions of Exercise . The obligation of the Company to deliver shares on exercise of the Option shall be subject to the effectiveness of a Registration Statement under the Securities Act of 1933, as amended, with respect to such shares, if deemed necessary or appropriate by the Committee. If, at the time of exercise of the Option, no such Registration Statement is in effect, the shares delivered on exercise of the Option may be made subject to such transfer restrictions (including the placing of an appropriate legend on the certificates restricting the transfer of the stock) as the Committee may deem necessary or appropriate to comply with applicable securities laws. If such Registration Statement is not in effect prior to the exercise of the Option under this Agreement, the notice of exercise shall be accompanied by a representation or agreement of the person exercising the Option to the Company to the effect that such shares are being acquired for investment and not with a view to the resale or distribution of the shares, and such further documentation as may be required by the Company, unless the Company determines in its sole discretion that such representation, agreement or documentation is not necessary to comply with the Securities Act of 1933, as amended.

9. Shareholder Rights . The Optionee shall have no rights as a shareholder with respect to any shares subject to this Option until a certificate for the shares is issued to or recorded for the benefit of the Optionee. Except as otherwise provided in the Plan and Section 10 below, no adjustment shall be made for dividends or other rights for which the record date precedes the date of issuance of such certificate. In no event shall dividends or dividend equivalents be paid with respect to this Option.

10. Capital Adjustments . The number of Shares subject to this Option, and the option price for the Shares, shall be subject to adjustment as provided in the Plan to reflect any share dividend, share split, share combination, share exchange, recapitalization, merger, consolidation, reorganization, or like event, of or by the Company.

11. Change of Control . Upon the occurrence of (i) a Change of Control and (ii) a Termination of Employment or Service in Connection with a Change of Control, the Option shall automatically become fully exercisable.

12. Administration . The Committee shall have full discretion to interpret and administer this Agreement and to delegate all or any part of its duties and responsibilities. The interpretation of this Agreement by the Committee or its delegate, and any action taken by them, shall be binding and conclusive upon all parties having or claiming any interest under this Agreement. No member of the Committee and no employee of the Company shall, in any event, be liable to any person for any action taken or omitted to be taken in connection with this Agreement or the Plan, so long as such action or omission to act was in good faith.

13. Notice . Any notice, consent, election or demand required or permitted to be given under the provisions of this Agreement or the Plan shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent, election or demand is to be mailed, it shall be sent by United

States certified mail, postage prepaid, addressed to such party’s last known address. The date of such mailing shall be deemed the date of notice, consent, election or demand.

14. Effect of Agreement on Rights of Company and Optionee . This Agreement does not confer any right on the Optionee to continue in the employ of the Company, any Subsidiary or Affiliate or interfere in any way with the rights of the Company, any Subsidiary or Affiliate to terminate the employment of the Optionee.

15. Option Not Transferable . The rights of the Optionee under this Agreement are not subject to the claims of his or her creditors and may not (except as may otherwise be permitted by the Plan) be voluntarily or involuntarily transferred, assigned, alienated, accelerated or encumbered; provided , however , that the Option may, to the extent permitted under the Plan, be transferred by will or by the laws of descent and distribution upon the death of the Optionee. During the lifetime of the Optionee, this Option may (except as may otherwise be permitted by the Plan) only be exercised by the Optionee.

16. Severability . If any portion of this Agreement shall be held invalid or illegal for any reason, such event shall not affect or render invalid or unenforceable the remainder of this Agreement.

17. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company and upon the legal representatives, heirs and legatees of the Optionee.

18. Entire Agreement . This Agreement constitutes the entire agreement between the Company and the Optionee and supersedes all prior agreements and understandings, oral or written, between the Company and the Optionee with respect to the subject matter of this Agreement.

19. Amendment . This Agreement, including the Plan, which is incorporated herein by reference, may (except as provided in the Plan) only be amended, altered or modified by a written instrument signed by the parties hereto, or their respective successors, and it may not be terminated (except as provided herein or in the Plan).

20. Construction . Capitalized terms shall have the same meaning as is given those terms in the Plan unless the context otherwise requires. If there is any conflict between the Plan and this Agreement, the provisions of the Plan shall control. The section headings contained in this Agreement are for reference only and shall have no effect on the interpretation of any of the provisions of this Agreement.

21. Governing Law . This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, to the extent applicable, without regard to conflicts of laws principles.

IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement effective as of the Grant Date.

W. P. CAREY INC.

By:

OPTIONEE:

Name:

Exhibit 5.1 and 23.1

[Reed Smith LLP Letterhead]

June 27, 2017

W. P. Carey Inc.

50 Rockefeller Plaza

New York, New York 10020


Re:	Registration Statement on Form S‑8 for W. P. Carey Inc. 2017 Share Incentive Plan

Ladies and Gentlemen:

We have acted as counsel to W. P. Carey Inc., a Maryland corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”) on Form S‑8 (the “Registration Statement”) of the issuance by the Company from time to time of up to 3,720,272 shares of its Common Stock, $ .001 par value (the “Shares”) under the Company’s 2017 Share Incentive Plan (the “Plan”).

We have examined such corporate records, certificates and other documents, and such questions of law as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, the Shares have been duly authorized, and when the Registration Statement has become effective under the Act and when the Shares have been duly issued in accordance with the Plan, the Shares will be legally issued, fully paid and non-assessable, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors’ rights or by general principles of equity.

The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of Maryland, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Yours truly,

/s/ Reed Smith LLP

REED SMITH LLP

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 24, 2017 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in W. P. Carey Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016.

/s/ PricewaterhouseCoopers LLP

New York, New York
June 27, 2017