SECOND AMENDMENTTOTHE
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTOFCENTURY PROPERTIES
GROWTH FUND XXII, LP This SECOND AMENDMENT TO THE AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF CENTURY
PROPERTIES GROWTH FUND XXII, LP, dated as of September 18, 2008 (this
"Amendment"), is by and among Fox Partners IV, a California general
partnership (the "General Partner"), and the Limited Partners. All
capitalized terms used in this Amendment but not otherwise defined herein shall
have the respective meanings given to them in the Partnership Agreement (as
defined below). WHEREAS, Century Properties Growth Fund XXII, a
California limited partnership (the "California Partnership"), and
Century Properties Growth Fund XXII, LP, a Delaware limited partnership (the
"Delaware Partnership"), are parties to an Agreement and Plan of Merger,
dated as of September 18, 2008 (the "Merger Agreement"); WHEREAS, pursuant to the Merger Agreement, the
California Partnership will be merged with and into the Delaware Partnership,
with the Delaware Partnership as the surviving entity; WHEREAS, pursuant to the Merger Agreement, at the
effective time of the merger, the Amended and Restated Limited Partnership
Agreement of Century Properties Growth Fund XXII, made as of January 31, 1984,
and amended and restated to September 23, 1985, as amended immediately prior to
the effective time of the merger (the "Partnership Agreement"), and as
further amended by this Amendment, will become the partnership agreement of the
Delaware Partnership; and WHEREAS, the merger will be effected upon the approval
or consent of (i) the general partner of both the California Partnership and the
Delaware Partnership, and (ii) a majority in interest of each class of limited
partners of both the California Partnership and the Delaware
Partnership. NOW, THEREFORE, in consideration of these premises and
of the mutual provisions, conditions and covenants herein contained, the parties
hereto do hereby agree as follows: 1.          
Amendments to the Partnership Agreement. At the effective time of the
Merger, the Partnership Agreement shall be amended as follows: (a)            
The following text is inserted immediately after the first paragraph of the
Partnership Agreement: "Century Properties Growth Fund XXII was originally
formed as a limited partnership (the "California Partnership") pursuant to the
provisions of the California Uniform Limited Partnership Act as set forth in
Title 2, Chapter 2, of the California Corporations Code, upon the terms and
conditions set forth in an agreement made as of January 31, 1984, and amended
and restated to September 23, 1985 (the "1985 Partnership Agreement"). Pursuant
to an Agreement and Plan of Merger, dated as of September 18, 2008, by and
between the California Partnership and Century Properties Growth Fund XXII, LP,
a Delaware limited partnership (the "Delaware Partnership"), the California
Partnership was merged with and into the Delaware Partnership, with the Delaware
Partnership as the surviving entity (the "Surviving Entity") in the merger (the
"Merger"). At the effective time of the Merger (the "Effective Time"), the
Merger had the effect provided by applicable law, and the following
consequences: (a) the certificate of limited partnership of the Delaware
Partnership in effect immediately prior to the Effective Time became the
certificate of limited partnership of the Surviving Entity; (b) the limited
partnership agreement of the California Partnership in effect immediately prior
to the Effective Time, as amended as set forth on Annex A to the Merger
Agreement, became the partnership agreement of the Surviving Entity; (c) Fox
Partners IV, a California general partnership, remained as sole General Partner
of the Surviving Entity, and its interest in the California Partnership
immediately prior to the Effective Time was


converted into an equivalent
interest in the Surviving Entity; (d) the interest of the general partner in the
Delaware Partnership immediately prior to the Effective Time was cancelled; (e)
each limited partner in the California Partnership became a limited partner in
the Surviving Entity, with an interest in the Surviving Entity equivalent to the
interest such limited partner had in the California Partnership immediately
prior to the Effective Time; (f) the interest of each limited partner in the
Delaware Partnership immediately prior to the Effective Time was cancelled.
References herein to the "Partnership" are to the California Partnership prior
to the Merger and to the Delaware Partnership, as the Surviving Entity in the
Merger, from and after the Effective Time." References herein to the
"Partnership Agreement" are to the 1985 Partnership Agreement, as amended
pursuant to an Amendment, dated as of September 7, 2006, the Second Amendment,
dated as of September 18, 2008, and as subsequently amended from time to
time. (b)Section 1 of the Partnership
Agreement is hereby amended and restated to read in its entirety as
follows: "1. Name and Place of Business.The name of the
Partnership is "Century Properties Growth Fund XXII, LP" and its principal place
of business is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina
29602, or such other place or places as the General Partner may from time to
time determine." (c)Section 2.1.42 of
the Partnership Agreement (the definition of "Partnership") is hereby
deleted. (d)Section 15.1.17 of the Partnership
Agreement is hereby amended by replacing the word "California" with the word
"Delaware." (e)Section 16.4 of the Partnership
Agreement is hereby amended by replacing the word "California" with the word
"Delaware." (f)Section 17.3 of the Partnership
Agreement is hereby amended by replacing the word "California" with the word
"Delaware." (g)Section 17.4 of the Partnership
Agreement is hereby amended by replacing the word "California" with the word
"Delaware." (h)Section 20.1.1 of the Partnership
Agreement is hereby amended by replacing the word "California" with the word
"Delaware." (i)Section 21.2 of the Partnership
Agreement is hereby amended by replacing the words "both the Commission and the
California Commissioner of Corporations" with the words "the
Commission." (1)Section 22.2 of the Partnership Agreement is hereby amended and restated to read
in its entirety as follows: "This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware and, unless expressly or by
necessary implication contravened by any provision hereof, the provisions of the
Delaware Revised Uniform Limited Partnership Act shall apply." (k)Section 22.7 of the Partnership Agreement is hereby amended as follows:"22.7 The name and
address of the General Partner is: Fox Partners IV 55 Beattie Place, P.O. Box 1089Greenville, South
Carolina 29602"


(1)  The Partnership
Agreement is hereby amended by the addition of a new Section 24, which will read
in its entirety as follows: "24. SERIES OF LIMITED PARTNERSHIP
INTERESTS 24.1 Notwithstanding any other provision of this
Agreement, the General Partner is hereby authorized to amend the Partnership's
Certificate of Limited Partnership and this Agreement at any time, and from time
to time, as it determines, in its sole discretion, may be necessary or desirable to establish, and convert
existing limited partnership interests into, different designated series
of limited partnership interests that have separate rights with respect to
specified partnership property, in accordance with Section 17-218 of the
Delaware Revised Uniform Limited Partnership Act. Without limitation of the
foregoing, the General Partner shall be authorized to adopt amendments that
would provide for any or all of the following: ·All income, earnings, profits and
proceeds from the series property, including any proceeds derived from the refinancing, sale or
other disposition of such property, and any funds or payments derived
from any reinvestment of such proceeds, would be allocated solely to such series
for all purposes, and would be so recorded upon the books of account of the
Partnership. ·Separate and distinct books and
records would be maintained for each series, and the assets and liabilities
associated with a particular series would be held and accounted for separately
from the other assets of the Partnership and other series. ·If there are any assets, income,
earnings, profits, proceeds, funds or payments that are not readily identifiable
as belonging to any particular series, the General Partner would allocate them
among any one or more of the series in such manner and on such basis as the
General Partner, in its sole discretion, deems fair and equitable, which determination would be conclusive and binding on
the Limited Partners of all series for all purposes. ·The assets belonging to a particular
series would be charged solely with the liabilities of the Partnership in
respect of such series and all expenses, costs, charges and reserves
attributable to such series. Any general liabilities, expenses, costs, charges
or reserves of the Partnership that are not readily identifiable as belonging to
any particular series would be allocated and charged by the Partnership to and
among one or more of the series in such manner and on such basis as the General
Partner, in its sole discretion, deems fair and equitable, which allocation
would be conclusive and binding on the Limited Partners of all series for all
purposes. ·No limited partner of any series
will have any claim on or any right to any assets allocated to or belonging to
any other series. ·At the time a series of limited
partnership interest is established, a separate capital account would be established on the books of each
series for each Limited Partner which would initially consist of that
portion of such Limited Partner's existing capital account that relates to the
series property. Thereafter, the capital account of each Limited Partner in that
series would be adjusted in the manner set forth in the Agreement, but only with
respect to (i) capital contributions to
such series, (ii) allocations of profit and loss relating to the series,
and (iii) distributions paid in respect of such series." 2.            
Miscellaneous.(a)          
Effect of Amendment. In the event of any conflict or inconsistency
between the terms of the Partnership Agreement and the terms of this Amendment,
the terms of thisAmendment shallprevail, and any conflicting or
inconsistent provisions shall be reconciled and construed to give effect to the
terms and intent of this Amendment.


(b)Ratification. Except as otherwise expressly modified hereby, the
Partnership Agreement shall remain in full force and effect, and all of the
terms and provisions of the PartnershipAgreement, as herein modified, are hereby ratified and
reaffirmed. (c)Governing
Law. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OF CONFLICTS OF
LAW. [Reminderofpage
intentionally left blank.]


IN WITNESS WHEREOF, the General
Partner has executed this Amendment as of the date first set forth
above. FOX PARTNERS IV, a California general
partnership By:    FOX
CAPITAL MANAGEMENT CORPORATIONManaging
General Partner By:          /s/Martha L.
Long     Martha L.
Long     Senior Vice President