AMENDED AND RESTATED CERTIFICATE OF FORMATION
OF
ML SSG DELAWARE, LLC
THIS Amended and Restated Certificate of Formation of ML SSG
Delaware, LLC (the "LLC"), dated September 18, 2000, has been duly executed and
is being filed by Richard A. Harper, as an authorized person, in accordance with
the provisions of 6 Del. C. ss. 18-208, for purposes of changing the LLC's name
from ML SSG Delaware, LLC to Government Securities Delaware, LLC and otherwise
restating the original Certificate of Formation of ML SSG Delaware, LLC, which
was filed on August 8, 2000 with the Secretary of State of the State of Delaware
(the "Certificate") to form a limited liability company under the Delaware
Limited Liability Company Act (6 Del. C. ss. 18-101, et seq.).
The Certificate is hereby amended and restated in its entirety
to read as follows:
FIRST: The name of the LLC formed hereby is:
Government Securities Delaware, LLC
SECOND: The address of the registered office of the LLC in the State
of Delaware is:
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle County, DE 19801
THIRD: The name and address of the registered agent for service of
process on the LLC in the State of Delaware is:
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle County, DE 19801
IN WITNESS WHEREOF, the undersigned has executed this Amended
and Restated Certificate of Formation as of the date first above written.
________________________________
Richard A. Harper
Manager and an authorized person
