Exhibit 4(g)

CN REAL ESTATE INVESTMENT CORPORATION II
ARTICLES OF AMENDMENT AND RESTATEMENT

CN REAL ESTATE INVESTMENT CORPORATION II, a Maryland corporation, hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST:    CN Real Estate Investment Corporation II desires to, and does hereby, amend and restate its charter (the "Charter") as
currently in effect.

SECOND:    The following provisions are all the provisions of the Charter currently in effect as amended and restated hereby:

ARTICLE I
NAME

The name of the corporation (the "Corporation") is:

CN
Real Estate Investment Corporation II

ARTICLE II
PURPOSE

The purposes for which the Corporation is formed are to engage in any lawful act or activity (including, without limitation or obligation, engaging in business as
a real estate investment trust under the Internal Revenue Code of 1986, as amended, or any successor statute (the "Code")) for which corporations may be organized under the general laws of the State
of Maryland as now or hereafter in force. For purposes of these Articles, "REIT" means a real estate investment trust under Sections 856 through 860 of the Code.

ARTICLE III
PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

The address of the principal office of the Corporation in the State of Maryland is The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore,
Maryland 21202-3242. The name and address of the resident agent of the Corporation in the State of Maryland is The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore,
Maryland 21202-3242.

ARTICLE IV
PROVISIONS FOR DEFINING, LIMITING
AND REGULATING CERTAIN POWERS OF THE CORPORATION AND OF THE
STOCKHOLDERS AND DIRECTORS

Section 4.1Number of Directors.The business and affairs of the Corporation shall be managed under the
direction of the Board of Directors. The number of directors of the Corporation shall be fixed pursuant to the bylaws of the Corporation (the "Bylaws") but shall never be more than nine (9) nor
less than the minimum number required by the Maryland General Corporation Law (the "MGCL"). The directors may increase the number of directors and may fill any vacancy, whether
resulting from an increase in the number of directors or otherwise, on the Board of Directors occurring before the first annual meeting of stockholders in the manner provided in the Bylaws.

Section 4.2Extraordinary Actions.Except as otherwise specifically provided in Section 4.10 of
this Article IV and in Article VIII of the charter of the Corporation (the "Charter"), notwithstanding any provision of law requiring a greater proportion of the votes entitled to be
cast by the stockholders

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in
order to take or approve any action, such action shall be valid and effective if taken or approved by the affirmative vote of at least a majority of all votes entitled to be cast by the
stockholders on the matter.

Section 4.3Authorization by Board of Stock Issuance.The Board of Directors may authorize the issuance
from time to time of shares of stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or
series, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable (or without consideration in the case of a stock split or stock dividend or as
otherwise permitted by law), subject to such restrictions or limitations, if any, as may be set forth in the Charter or the Bylaws.

Section 4.4Preemptive Rights.Except as may be provided by the Board of Directors in setting the terms
of classified or reclassified shares of stock pursuant to Section 5.4 or as may otherwise be provided by contract, no holder of shares of stock of the Corporation shall, as such holder, have
any preemptive right to purchase or subscribe for any additional shares of stock of the Corporation or any other security of the Corporation which it may issue or sell.

Section 4.5Indemnification.The Corporation shall have the power, to the maximum extent permitted by
Maryland law in effect from time to time, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (a) any individual who
is a present or former director or officer of the Corporation or (b) any individual who, while a director of the Corporation and at the request of the Corporation, serves or has served as a
director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise from and against any claim
or liability to which such person may become subject or which such person may incur by reason of his status as a present or former director or officer of the Corporation. The Corporation shall have
the power, with the approval of the Board of Directors, to provide such indemnification and advancement of expenses to a person who served a predecessor of the Corporation in any of the capacities
described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation.

Section 4.6Determinations by Board.The determination as to any of the following matters, made in good
faith by or pursuant to the direction of the Board of Directors consistent with the Charter and in the absence of actual receipt of an improper benefit in money, property or services or active and
deliberate
dishonesty established by a court, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stock: the amount of the net income of the Corporation for
any period and the amount of assets at any time legally available for the payment of dividends, redemption of its stock or the payment of other distributions on its stock; the amount of
paid-in surplus, net assets, other surplus, annual or other net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount,
purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or
charges shall have been created shall have been paid or discharged); the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the
Corporation; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; or any other matter relating to the business and affairs of the Corporation.

Section 4.7REIT Qualification.If the Corporation elects to qualify for federal income tax treatment as
a REIT, the Board of Directors shall use its reasonable best efforts to take such actions as are necessary or appropriate to preserve the status of the Corporation as a REIT; however, if the Board of
Directors determines that it is no longer in the best interests of the Corporation to continue to be qualified as a REIT, the Board of Directors may revoke or otherwise terminate the Corporation's
REIT election pursuant to Section 856(g) of the Code.

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Section 4.8Business Combinations; Control Share Acquisitions.Any business combination between the
Corporation and any Interested Stockholder or any Affiliate of an Interested Stockholder (both as defined in Section 3-601 of the MGCL), or any other person or entity, is hereby
exempted from the provisions of Section 3-602 of the MGCL. In addition, Subtitle 7 of Title 3 of the MGCL shall not apply to any acquisition of shares of stock of the Corporation by
any person.

Section 4.9Rights of Objecting Stockholders.No stockholder of the Corporation shall be entitled to
exercise the rights of an objecting stockholder under Subtitle 2 of Title 3 of the MGCL.

Section 4.10Removal of Directors.Subject to the rights of holders of shares of one or more classes or
series of Preferred Stock to elect one or more directors and to remove such directors so elected, a director may be removed from office, with or without cause, only by the affirmative vote of at least
two-thirds (2/3) of all votes entitled to be cast by the stockholders for the election of directors.

ARTICLE V
STOCK

Section 5.1Authorized Shares.The Corporation has authority to issue 30,000,000 shares of stock,
consisting of 23,000,000 shares of common stock, $.01 par value per share ("Common Stock"), and 7,000,000 shares of preferred stock, $.01 par value per share ("Preferred Stock"). The aggregate par
value of all authorized shares of stock having par value is $300,000. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to this
Article V, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by
the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number
of shares of stock set forth in the first sentence of this paragraph. To the extent permitted by Maryland law, the Board of Directors, without any action by the stockholders of the Corporation, may
amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.

Section 5.2Common Stock.Subject to the express terms of any other class or series of stock of the
Corporation then outstanding, each share of Common Stock shall entitle the holder thereof to one vote on each matter upon which stockholders are entitled to vote and to receive dividends and other
distributions as may be authorized and declared from time to time by the Board of Directors in accordance with and subject to provisions of the Charter of the Corporation and applicable law.

Section 5.3Preferred Stock.Of the 7,000,000 shares of Preferred Stock authorized, 300,000 shares are
classified and designated as shares of the Series A Non-Cumulative Preferred Stock ("Series A Preferred Stock") and 6,700,000 shares are unclassified. The preferences,
conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the
Series A Preferred Stock are set forth in Section 5.6 of this Article V. Any shares of Preferred Stock which are unclassified will be issued, from time to time, in one or more
classes or series with such designations, and with such preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications,
terms and conditions of redemption and other terms and conditions as may be set by the Board of Directors pursuant to Section 5.4 of this Article V.

Section 5.4Classified or Reclassified Shares.The Board of Directors may classify or reclassify any
unissued shares of stock by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms
and conditions of redemption. Prior to issuance of classified or reclassified shares of any class or series, the Board of Directors by resolution shall: (a) designate that class or series to
distinguish it from all other

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classes
and series of shares of the Corporation; (b) specify the number of shares to be included in the class or series; (c) set or change, subject to the express terms of any class or
series of shares of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions,
qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and
Taxation of Maryland (the "SDAT"). Any of the terms of any class or series of shares set or changed pursuant to clause (c) of this Section 5.4 may be made dependent upon facts or events
ascertainable outside the Charter of the Corporation (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders
thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of shares is clearly and expressly set forth in the articles
supplementary filed with the SDAT.

Section 5.5Charter and Bylaws.All persons who shall acquire stock in the Corporation shall acquire the
same subject to the provisions of the Charter and the Bylaws.

Section 5.6Series A Preferred Stock Terms and Conditions.

(a)Dividends and Distributions.

(i)  Subject
to the rights of the holders of any shares of any other class or series of Preferred Stock (or any similar stock) ranking prior and superior to, or on a par
with, the shares of Series A Preferred Stock with respect to dividends, the holder of record of each share or fraction of a share of Series A Preferred Stock, in preference to the
holders of any other class or series of stock of the Corporation (including shares of Common Stock), shall be entitled to receive, when, as and if declared by the Board of Directors out of funds
legally available to the extent such funds are available for the purpose, quarterly dividends payable in cash on or prior to the last day of January, April, July and October, as applicable, in each
year (each such date being referred to in this Section 5.6(a)(i) as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of
such share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to $2.125 per share ($8.50 per annum); provided, however, that if such
share or fraction of a share is issued less than three months prior to a Quarterly Dividend Payment Date, the quarterly dividend which the holder of such share or fraction of a share shall be entitled
to receive on the first Quarterly Dividend Payment Date after the issuance of such share or fraction of a share shall be prorated based upon the number of days between the date of first issuance of
such share or fraction of a share and the first Quarterly Dividend Payment Date after such issuance as a percentage of the number of days between the first day of the second calendar month preceding
the month in which such Quarterly Dividend Payment Date occurs and such Quarterly Dividend Payment Date.

(ii)  The
Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (i) of this Section 5.6(a)
immediately before it declares any dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided, however, that dividends shall be
non-cumulative. Accordingly, if the Corporation fails to declare a dividend on the Series A Preferred Stock for a quarterly dividend period, then the holders of shares of
Series A Preferred Stock will have no right to receive a dividend on such shares for that quarter, and the Corporation will have no obligation to pay a dividend for that quarter, whether or not
dividends are declared and paid for any future quarter with respect to either the Series A Preferred Stock or the Common Stock of the Corporation. The Board of Directors may fix a record date
for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than
60 days prior to the date fixed for the payment thereof.

(b)Voting Rights.

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(i)  Subject
to any provisions for adjustment set forth in the Charter of the Corporation, each share of Series A Preferred Stock shall entitle the holder thereof to
one (1) vote on all matters submitted to a vote of stockholders of the Corporation.

(ii)  Except
as otherwise provided in the Charter of the Corporation, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and
any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(iii)  Holders
of shares of Series A Preferred Stock shall have the right to vote on all matters submitted to a vote of the holders of shares of Common Stock and of
shares of any other class or series of stock which may be entitled to vote thereon, together with the holders of shares of Common Stock.

(c)Certain Restrictions.

(i)  Whenever
quarterly dividends or other dividends or distributions that have been declared on the Series A Preferred Stock remain outstanding and payable and until
such unpaid dividends and distributions shall have been paid in full, the Corporation shall not, directly or indirectly:



(ii)  The
Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration, directly or indirectly, any shares of stock of
the Corporation unless the Corporation could, under paragraph (i) of this Section 5.6(c), purchase or otherwise acquire such shares at such time and in such manner.

(d)Reacquired Shares.

Any
shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but unissued Preferred Stock and may be reissued as part of a new class or series of Preferred Stock subject to the conditions
and restrictions on issuance

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set
forth in the Charter of the Corporation, in any articles supplementary creating a class or series of Preferred Stock or any similar stock or as otherwise required by law.

(e)Liquidation, Dissolution or Winding Up.

(i)  Upon
any liquidation, dissolution or winding up of the Corporation, no distribution shall be made to: (1) the holders of shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have
received the sum of $100 per share (the "Liquidation Preference") plus any declared and unpaid dividends; or (2) the holders of shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the shares of Series A Preferred Stock and all such parity stock in
proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. After payment of the full amount of the Liquidation Preference
plus declared and unpaid dividends to which they are entitled, the holders of shares of Series A Preferred Stock will not be entitled to further participation in any distribution of assets of
the Corporation.

(ii)  Neither
the voluntary sale, conveyance, exchange or transfer (for cash, securities or other consideration) of all or substantially all of the property and assets of the
Corporation, nor the merger or consolidation of the Corporation with any one or more corporations or other entities, shall be deemed a voluntary or involuntary dissolution, liquidation or winding up
of the Corporation, unless such voluntary sale, conveyance or exchange shall be in connection with a plan of liquidation, dissolution or winding up of the Corporation.

(f)Consolidation, Merger or Other.

In
the event the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, or otherwise changed, then in any such event each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed
into an amount per share equal to $100.

(g)Redemption.

(i)  The
Series A Preferred Stock may be redeemed by the Corporation any time after September 30, 2005 upon 30 days written notice, for a redemption
price equal to $100 per share plus any declared and unpaid dividends. The notice of redemption for the Series A Preferred Stock shall set forth all the following: (1) the class or series
of shares or part of any class or series of shares to be redeemed; (2) the date fixed for redemption; (3) the redemption price; and (4) the place in which the stockholders may
obtain payment of the redemption price upon surrender of their share certificates.

(ii)  The
Corporation will have the right at any time to redeem the shares of Series A Preferred Stock at a redemption price equal to the Liquidation Preference plus
any declared and unpaid dividends thereon after one of the following two events have occurred:



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In
the event that the Corporation proposes to redeem shares of Series A Preferred Stock after the occurrence of any event described in Section 5.6(g)(ii)(A) or (B), the
Corporation will provide written notice of such redemption, via first-class mail, to each holder of record of the shares of Series A Preferred Stock to be redeemed not less than thirty
(30) days nor more than sixty (60) days prior to the date for redemption of such shares.

(h)Automatic Exchange.

Each
share of Series A Preferred Stock will be exchanged automatically (the "Automatic Exchange") for one newly issued preferred share of CNB stock (each a "CNB Series C
Preferred Share") having preferences, rights, restrictions and limitations which are substantially the same as the preferences, rights, restrictions and limitations of the Series A Preferred
Stock if the Office of the Comptroller of the Currency (the "OCC") directs in writing (a "Directive") an exchange of Series A Preferred Stock for CNB Series C Preferred Shares due to the
occurrence of any of the following events (each an "Exchange Event"): (i) CNB becomes "undercapitalized" under the OCC's then current prompt corrective action regulations, (ii) CNB is
placed into bankruptcy, reorganization, conservatorship or receivership, or (iii) the OCC, in its exercise of supervisory authority over CNB, requires the Automatic Exchange of Series A
Preferred Stock. Upon receipt by the Corporation of a Directive, each holder of shares of Series A Preferred Stock shall be unconditionally obligated to surrender to CNB the certificates
representing such shares of Series A Preferred Stock of such holder in exchange for a certificate representing one CNB Series C Preferred Share for each share of Series A
Preferred Stock. Any shares of Series A Preferred Stock purchased or redeemed by the Corporation prior to the Time of Exchange (as defined below) shall not be deemed outstanding and shall not
be subject to the Automatic Exchange.

The
Automatic Exchange shall occur as of 9:00 a.m., Los Angeles local time, on the date for such exchange set forth in the Directive, or, if such date is not set forth in the
Directive, as of 9:00 a.m., Los Angeles local time, on the earliest possible date such exchange could occur consistent with the Directive (the "Time of Exchange"), as evidenced by the issuance
by CNB of a press release prior to such time. As of the Time of Exchange, all of the shares of Series A Preferred Stock required to be

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exchanged
shall be deemed canceled without any further action by the Corporation, all rights of the holders of such shares of Series A Preferred Stock as stockholders of the Corporation shall
cease, and such persons shall thereupon and thereafter be deemed to be and shall be for all purposes the holders of CNB Series C Preferred Shares. The Corporation shall mail notice of the
occurrence of an Exchange Event to each holder of shares of Series A Preferred Stock within 30 days of such event, and CNB shall deliver to each such holder certificates for CNB
Series C Preferred Shares upon surrender of certificates for the shares of Series A Preferred Stock required to be exchanged. Until such replacement stock certificates are delivered (or
in the event such replacement certificates are not delivered, certificates previously representing the shares of Series A Preferred Stock shall be deemed for all purposes to represent
corresponding CNB Series C Preferred Shares.

(i)Rank.

The
Series A Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, senior to the Common Stock and no less than pari passuwith all other classes or series
of Preferred Stock whether issued before or after the issuance of the Series A Preferred Stock.

(j)Restrictions on Transfer.

(i)  The
shares of Series A Preferred Stock shall be subject to all of the provisions and restrictions on transfer as provided in Article VI and
Article VII of the Charter of the Corporation, and each certificate representing shares of Series A Preferred Stock shall contain the legend set forth in Section 6.11 and the
legend set forth in Section 7.2.

(ii)  Unless
the shares of Series A Preferred Stock have been registered under the Securities Act of 1933, as amended, and all applicable state securities laws, each
certificate representing shares of Series A Preferred Stock shall contain the following legend:



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(k)Amendment.

The
Charter of the Corporation shall not be amended in any manner that would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock
without the affirmative vote of the holders of at least a majority of the outstanding shares of Series A Preferred Stock, voting together as a single class, in addition to any vote of
stockholders otherwise required by law or under the Charter.

ARTICLE VI
REIT RESTRICTIONS ON TRANSFER

Section 6.1Definitions.The following terms shall have the following meanings for purposes of this
Article VI and other articles of the Charter:



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Section 6.2Restriction on Ownership and Transfers.

(a)   Except
as provided in Section 6.10 of this Article VI, commencing on the Initial Issuance Date and prior to the Restriction Termination Date, no Person
(other than CNB and its affiliates) shall Beneficially Own shares of any class or series of Preferred Stock in excess of the Ownership Limit.

(b)   Except
as provided in Section 6.10 of this Article VI, and subject to the provisions of Section 6.14 of this Article VI, commencing on the
Initial Issuance Date and prior to the Restriction Termination Date, any Transfer or other event that, if effective, would result in any Person (other than CNB and its affiliates) Beneficially Owning
shares of any class or series of Preferred Stock in excess of the Ownership Limit shall be voidab initioas to the Transfer of such shares of Preferred
Stock which would be otherwise Beneficially Owned by such Person in excess of the Ownership Limit, and the intended transferee shall acquire no right or interest in such shares of Preferred Stock.

(c)   Subject
to the provisions of Section 6.14 of this Article VI, commencing on the Initial Issuance Date and prior to the Restriction Termination Date, any
Transfer that, if effective, would result in the outstanding shares of Common Stock and Preferred Stock being Beneficially Owned by less than 100 Persons (determined without reference to any rules of
attribution) shall be voidab initio, and the intended transferee shall acquire no right or interest in such shares of Common Stock or Preferred Stock.

(d)   Notwithstanding
any other provision herein, subject to the provisions of Section 6.14 of this Article VI, commencing on the Initial Issuance Date and prior
to the Restriction Termination Date, any Transfer that, if effective, would result in the Corporation being "closely held" within the meaning of Section 856(h) of the Code shall be void ab
initio as to the Transfer of that number of shares of Common Stock or Preferred Stock, as the case may be, that would cause the Corporation to be "closely held" within the meaning of
Section 856(h) of the Code, and the intended transferee shall acquire no right or interest in such shares of Common Stock or Preferred Stock, as the case may be.

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(e)   Notwithstanding any other provision herein, subject to the provisions of Section 6.14 of this Article VI, commencing on the Initial Issuance Date and prior
to the Restriction Termination Date, any Transfer that, if effective, would cause the Corporation to fail to qualify as a REIT under the Code for any reason shall be voidab
initioas to the Transfer of that number of shares of Common Stock or Preferred Stock, as the case may be, in excess of the number that could have been Transferred without such
result; and the intended transferee shall acquire no right or interest in such shares of Common Stock or Preferred Stock, as the case may be.

(f)    A
Transfer of a share of Common Stock or Preferred Stock which is null and void under paragraphs (b), (c), (d) or (e) of this Section 6.2 of
this Article VI shall not adversely affect the validity of the Transfer of any other share of Common Stock or Preferred Stock in the same or any other related transaction.

Section 6.3Transfer in Trust.

(a)   If,
notwithstanding the other provisions contained in this Article VI, at any time on or after the Initial Issuance Date and prior to the Restriction Termination
Date, there is a purported Transfer or Non-Transfer Event such that any Person (other than CNB and its affiliates) would Own Beneficially shares of any class or series of Preferred Stock
in excess of the Ownership Limit, then (i) except as otherwise provided in Section 6.10 of this Article VI, the Prohibited Owner shall acquire no right, or interest (or in the
case of a Non-Transfer Event, shall cease to own any right or interest) in such number of shares of such class or series of Preferred Stock that would cause such Beneficial Owner to
Beneficially Own shares of such class or series of Preferred Stock in excess of the Ownership Limit and (ii) such number of shares of such class or series of Preferred Stock in excess of the
Ownership Limit (rounded up to the nearest whole share) shall be designated as excess shares ("Excess Shares") and, in accordance with Section 6.13 of this Article VI, be transferred
automatically and by operation of law to the Trust for the benefit of the Beneficiary. Such transfer to the Trust and the designation of the shares as Excess Shares shall be effective as of the close
of business on the business day prior to the date of the purported Transfer or Non-Transfer Event, as the case may be.

(b)   If,
notwithstanding the other provisions contained in this Article VI, at any time on or after the Initial Issuance Date and prior to the Restriction Termination
Date, there is a purported Transfer or Non-Transfer Event that, if effective, would cause the Corporation to become "closely held" within the meaning of Section 856(h) of the Code
or to otherwise fail to qualify as a REIT (other than as a result of a violation of the 100-shareholder requirement of Section 856(a)(5)), then (i) except as otherwise
provided in Section 6.10 of this Article VI, the Prohibited Owner shall acquire no right or interest (or, in the case of a Non-Transfer Event, shall cease to own any right or
interest) in such number of shares of Common Stock or Preferred Stock, the ownership of which by such purported transferee or record holder would cause the Corporation to be "closely held" within the
meaning of Section 856(h) of the Code or to otherwise fail to qualify as a REIT (other than as a result of a violation of the 100-shareholder requirement of
Section 856(a)(5)) and (ii) such number of shares of Common Stock or Preferred Stock (rounded up to the nearest whole share) shall be designated as Excess Shares and, in accordance with
the provisions of Section 6.13 of this Article VI, be transferred automatically and by operation of law to the Trust for the benefit of the Beneficiary. Such transfer to the Trust and
the designation of shares as Excess Shares shall be effective as of the close of business on the business day prior to the date of the Transfer or Non-Transfer Event, as the case may be.

Section 6.4Remedies for Breach.If the Board of Directors or a committee thereof shall at any time
determine in good faith that a Non-Transfer Event has occurred, a Transfer has taken place in violation of Section 6.2 of this Article VI or that a Person intends to acquire
or has attempted to acquire or may acquire Beneficial Ownership of any shares of Common Stock or Preferred Stock in violation of Section 6.2 of this Article VI (whether or not such
violation is intended), the Board of Directors shall be empowered to take any action it deems advisable to refuse to give effect to or to

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prevent
such Transfer or Non-Transfer Event, including but not limited to, refusing to give effect to such Transfer or Non-Transfer Event on the books of the Corporation or
instituting proceedings to enjoin or rescind such Transfer or acquisition.

Section 6.5Notice of Restricted Transfer.Any Person who acquires or attempts to acquire shares of
Common Stock or Preferred Stock in violation of Section 6.2 of this Article VI, or any Person who owned shares of Common Stock or Preferred Stock that were transferred to a Trust
pursuant to the provisions of Section 6.3 of this Article VI, shall immediately give written notice to the Corporation of such event and shall provide to the Corporation such other
information as the Corporation may request in order to determine the effect, if any, of such Transfer or Non-Transfer Event, as the case may be, on the Corporation's status as a REIT.
Failure to give such notice shall not in any way limit the rights and remedies of the Board of Directors provided herein.

Section 6.6Reserved.

Section 6.7Owners Required to Provide Information.Prior to the Restriction Termination Date:



Section 6.8Remedies Not Limited.Nothing contained in this Article VI shall limit the authority
of the Board of Directors to take such other action as it deems necessary or advisable (subject to the provisions of Section 6.14 of this Article VI) to protect the Corporation and the
interests of its

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stockholders
in the preservation of the Corporation's status as a REIT, and to insure compliance with the Ownership Limit.

Section 6.9Ambiguity.In the case of an ambiguity in the application of any of the provisions of this
Article VI, including any definition contained in Section 6.1 of this Article VI, the Board of Directors shall have the power to determine the application of such provisions with
respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances.

Section 6.10Exceptions.

(a)   The
Board of Directors, upon receipt of a ruling from the Internal Revenue Service or an opinion of tax counsel or other evidence satisfactory to it, may waive the
application of the Ownership Limit, in whole or in part, to any Person, if such Person is not an individual for purpose of Section 542(a) of the Code and is a corporation, partnership, estate
or trust; provided, however, in no event may the Board of Directors grant any such exception if it would, in the Board of Director's judgment, jeopardize the Corporation's status as a REIT. In
connection with any such exemption, the Board of Directors may require such representations and undertakings from such Person and may impose such other conditions as the Board of Directors deems
necessary in its sole discretion to determine the effect, if any, of the proposed Transfer on the Corporation's status as a REIT.

(b)   For
a period of 90 days following the acquisition of shares of Preferred Stock by an underwriter that (i) is a corporation or a partnership and
(ii) participates in an offering of the Preferred Stock, such underwriter shall not be subject to the Ownership Limit with respect to the shares of Preferred Stock purchased by it as a part of
such offering.

(c)   Anything
in this Article VI or elsewhere in the Charter to the contrary notwithstanding, CNB, any directly or indirectly owned subsidiary of CNB or the Parent
Corporation, and any other affiliate of CNB, and with respect to any of the foregoing, any of their respective successors, shall be exempt from the Ownership Limit and may Beneficially Own shares of
any class or series of Preferred Stock in excess of the Ownership Limit.

Section 6.11Legend.Each certificate for shares of Common Stock or Preferred Stock shall bear the
following legend (in addition to the legends required by other provisions of the Charter of the Corporation):



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Section 6.12Severability.If any provision of this Article VI or any application of any such
provision is determined to be void, invalid or unenforceable by any federal or state court having jurisdiction over the issues, the validity and enforceability of the remaining provisions of the
Charter of the Corporation (including without limitation this Article VI) shall not be affected and other applications of such provision shall be affected only to the extent necessary to comply
with the determination of such court.

Section 6.13Excess Shares.

(a)Ownership in Trust.Upon any purported Transfer, Non-Transfer Event or purported change in
Beneficial Ownership that results in shares of Preferred Stock being designated Excess Shares pursuant to Section 6.3 of this Article VI, such Excess Shares shall be transferred to a
Trust for the exclusive benefit of the Beneficiary. The Corporation shall name a Beneficiary that is an organization described in Section 501(c)(3) of the Code that is not an "individual"
within the meaning of Section 542 of the Code, if one does not already exist, within five (5) days after the discovery of any Transfer to the Trust. Excess Shares shall remain issued and
outstanding shares of stock of the Corporation and shall be entitled to the same rights and privileges on identical terms and conditions as all other issued and outstanding shares of the same class
and series of stock. When transferred to a Permitted Transferee in accordance with the provisions of Section 6.13(e) of this Article VI, such Excess Shares shall cease to be designated
as Excess Shares.

(b)Dividend Rights.The Trustee, as record holder of the Excess Shares, shall be entitled to receive all
dividends and distributions as may be declared by the Board of Directors of the Corporation on such shares of Common Stock or Preferred Stock designated Excess Shares and shall hold such dividends or
distributions in trust for the benefit of the Beneficiary. The Prohibited Owner with respect to Excess Shares shall repay to the Trustee the amount of any dividends or distributions received by it
that (i) are attributable to any shares of Common Stock or Preferred Stock designated Excess Shares and (ii) the record date of which is on or after the date that such shares became
Excess Shares. The Corporation shall take all measures that it determines reasonably necessary to recover the amount of any such dividend or distribution paid to a Prohibited Owner, including, if
necessary, withholding any portion of future dividends or distributions payable on shares of Common Stock or Preferred Stock Beneficially Owned by the Person who, but for the provisions of
Section 6.3 of this Article VI, would Beneficially Own the Excess Shares, and as soon as reasonably practicable following the Corporation's

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receipt
or withholding thereof, shall pay over to the Trustee for the benefit of the Beneficiary the dividends so received or withheld, as the case may be.

(c)Rights Upon Liquidation.Subject to the preferential rights of any class or series of Preferred Stock, if
any, as may be determined by the Board of Directors pursuant to Section 5.4 or 5.6 of the Charter of the Corporation, in the event of any voluntary or involuntary liquidation, dissolution or
winding up of, or any distribution of the assets of, the Corporation, the Trustee of Excess Shares shall be entitled to receive, ratably with each other holder of shares of Common Stock or Preferred
Stock of the same class or series, that portion of the assets of the Corporation available for distribution to the holders of such class and series of Common Stock or Preferred Stock. The Trustee
shall distribute to the Prohibited Owners the amounts received upon such liquidation, dissolution, or winding up, or distribution; provided, however, that no Prohibited Owner who paid for shares of
Common Stock or Preferred Stock in any purported Transfer that resulted in the Excess Shares, or in the case of a Non-Transfer Event or a Transfer in which the Prohibited Owners did not
give value for such shares (e.g., through a gift or devise), shall receive a distribution greater than a price per share equal to the Market Price on the date of any purported Transfer or
Non-Transfer Event that resulted in the Excess Shares. Any remaining amount in the Trust shall be distributed ratably to the Beneficiary of the Trust.

(d)Voting Rights.The Trustee shall be entitled to vote all Excess Shares. Any vote by a Prohibited Owner as a
holder of shares of Common Stock or Preferred Stock subsequent to the discovery of the Corporation that such shares of Common Stock or Preferred Stock are Excess Shares shall, subject to applicable
law and only to the extent that no Person other than the applicable Prohibited Owner is materially and adversely affected, be rescinded and shall be voidab
initiowith respect to such Excess Shares and the applicable Prohibited Owner shall be deemed to have given, as of the close of business on the business day prior to the date
of the purported Transfer or Non-Transfer Event that results in the transfer to the Trust of the shares of Common Stock or Preferred Stock under Section 6.3(a) of this
Article VI, an irrevocable proxy to the Trustee to vote the Excess Shares in the manner in which the Trustee, in its sole and absolute discretion, desires.

(e)Designation of Permitted Transferee.The Trustee shall have the exclusive and absolute right to designate
one or more Permitted Transferees of any and all Excess Shares. As soon as reasonably practicable, in an orderly fashion so as not to materially adversely affect the Market Price of the Excess Shares,
the Trustee shall designate any person as a Permitted Transferee; provided, however, that (i) any Permitted Transferee so designated purchases for valuable consideration (whether in a public or
private sale) the Excess Shares and (ii) the acquisition of such Excess Shares by any Permitted Transferee so designated will not result in a transfer to a Trust and the redesignation of such
shares of Common Stock or Preferred Stock so acquired as Excess Shares under Section 6.3 of this Article VI. Upon the designation by the Trustee of a Permitted Transferee in accordance
with the provisions of this paragraph, the Trustee of the Trust shall (i) cause to be transferred to the Permitted Transferee that number of Excess Shares acquired by the Permitted Transferee,
(ii) cause the Permitted Transferee to be recorded as the holder of record of such number of shares of Common Stock or Preferred Stock on the books of the Corporation; and
(iii) distribute to the Beneficiary any and all amounts held with respect to the Excess Shares after making payment to the applicable Prohibited Owner pursuant to Section 6.13(f) of this
Article VI.

(f)Compensation to Record Holder of Shares that Become Excess Shares.Any Prohibited Owner shall be entitled
(following discovery of the Excess Shares and the subsequent designation of a Permitted Transferee in accordance with Section 6.13(e) of this Article VI to receive from the Trustee the
lesser of (i) in the case of (a) a purported Transfer in which the Prohibited Owner gave value for shares of Common Stock or Preferred Stock and which Transfer resulted in the transfer
of the shares to the Trust, the price per share, if any, such Prohibited Owner paid for such shares, or in the case of (b) a Non-Transfer Event or Transfer in which the Prohibited
Owner did not give value for such shares (e.g., if the shares were received through a gift or devise) and which Non-Transfer Event or Transfer, as

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the
case may be, resulted in the transfer of shares to the Trust, the price per share equal to the Market Price on the date of such Non-Transfer Event or Transfer, and (ii) the
price per share received by the Trustee of the Trust from the sale or other disposition of such Excess Shares in accordance with Section 6.13(e) of this Article VI. Any amounts received
by the Trustee in respect of the Excess Shares in excess of the amounts to be paid to the applicable Prohibited Owner pursuant to this Section 6.13(f) of this Article VI shall be
distributed to the Beneficiary in accordance with the provisions of Section 6.13(e) of this Article VI. Each Beneficiary and Prohibited Owner waives any and all claims that they may have
against the Trustee and the Corporation arising out of the disposition of Excess Shares, except for claims arising out of the gross negligence or willful misconduct of, or any failure to make payments
in accordance with this Section 6.13 of this Article VI by, such Trustee or the Corporation.

(g)Purchase Right in Excess Shares.Excess Shares shall be deemed to have been offered for sale to the
Corporation, or its designee, at a price per share equal to the lesser of (i) the price per share in the transaction that created such Excess Shares (or, in the case of a devise or gift, the
Market Price on the date of such devise or gift) and (ii) the Market Price on the date the Corporation, or its designee, accepts such offer. The Corporation shall have the right to accept such
offer for a period of ninety days after the later of (i) the date of the Transfer which resulted in such Excess Shares and (ii) the date the Board of Directors determines in good faith
that a Transfer resulting in Excess Shares has occurred.

Section 6.14Settlement.Notwithstanding any provision contained herein to the contrary, nothing in the
Charter of the Corporation shall preclude the settlement of any transaction with respect to any class or series of Common Stock or Preferred Stock entered into through facilities of the NYSE or the
NASDAQ.

ARTICLE VII
OTHER RESTRICTIONS ON TRANSFER

Section 7.1    No
class or series of Preferred Stock of the Corporation may be owned (either directly or indirectly) by 500 or more persons (as such term is defined in
the Securities Exchange Act of 1934, as amended). If any purported Transfer (as defined in Article VI) or other event would result in any class or series of Preferred Stock being owned (either
directly or indirectly) by 500 or more persons, then the purported Transfer or other event shall be null and voidab initio, and the intended Transferee
shall acquire no right or interest in such shares of Preferred Stock.

Section 7.2    Each
certificate representing shares of Preferred Stock shall bear the following legend (in addition to the legends required by other provisions of the
Charter of the Corporation or applicable law):



Section 7.3    The
provisions of Article VII of the Charter shall cease to apply to any class or series of Preferred Stock of the Corporation which has been
registered under the Securities Exchange Act of 1934, as amended.

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ARTICLE VIII
AMENDMENTS

The Corporation reserves the right from time to time to make any amendment to its Charter, now or hereafter authorized by law, including any amendment altering
the terms or contract rights, as expressly set forth in the Charter, of any shares of outstanding stock. All rights and powers conferred by the Charter of the Corporation on stockholders, directors
and officers are granted subject to this reservation. Except as otherwise provided in the Charter of the Corporation, any amendment to the Charter shall be valid only if approved by the affirmative
vote of two-thirds of all the votes entitled to be cast on the matter by the stockholder of the Corporation.

ARTICLE IX
LIMITATION OF LIABILITY

To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no director or
officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. Neither the amendment nor repeal of this Article IX, nor the adoption or amendment of any
other provision of the Charter or Bylaws inconsistent with this Article IX, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or
failure to act which occurred prior to such amendment, repeal or adoption.

THIRD:The amendment to and restatement of the Charter as hereinabove set forth have been duly advised by the Board of
Directors and approved by the stockholders of the Corporation as required by law.

FOURTH:The foregoing amendment and restatement of the Charter does not increase the authorized stock of the Corporation.

FIFTH:The current address of the principal office of the Corporation is as set forth in Article III of the foregoing
amendment and restatement of the Charter.

SIXTH:The name and address of the Corporation's current resident agent is as set forth in Article III of the
foregoing amendment and restatement of the Charter.

SEVENTH:There are currently four directors of the Corporation, and the names of those directors currently in office are as
follows: Marshall Ezralow, Frank Pekny, Sandy Singer and Heng Chen.

EIGHTH:The undersigned President acknowledges these Articles of Amendment and Restatement to be the corporate act of the
Corporation and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts
are true in all material respects and that this statement is made under the penalties for perjury.

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IN
WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement to be signed in its name and on its behalf by its President and attested to by its Assistant
Secretary on this 5th day of Sept, 2002.

|ATTEST:                            |  | CN REAL ESTATE INVESTMENT CORPORATION II
|---------------------------------- |  | ----------------------------------------
|                                   |  |                                         
|/s/ [ILLEGIBLE]Assistant Secretary |  | By:                                     

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