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Confirmation

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Title:

Confirmation

Entities:

Macro Securities Depositor, LLC; International Swaps & Derivatives Association, Inc.

Date:

2006

Size:

Preview shows 2KB of 9KB total

Price:

$37

ID:

#2391987

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                                           Form of Income Distribution Agreement



                                  CONFIRMATION



From:    MACRO Securities Depositor, LLC

         MACROShares Up Oil Benchmark Holding Trust



To:      MACRO Securities Depositor, LLC

         MACROShares Down Oil Benchmark Holding Trust



Date:    June     , 2006

              ----



Re:      Income Distribution Agreement



--------------------------------------------------------------------------------



Ladies and Gentlemen:



         This letter agreement (this "Confirmation") is intended to confirm the

terms and conditions of the transaction (the "Transaction") entered into between

us on the Trade Date set forth below.



1.       The definitions and provisions contained in the 2000 ISDA Definitions

(the "Definitions"), as published by the International Swaps and Derivatives

Association, Inc., are incorporated into this Confirmation. Any capitalized

terms used but not defined herein or in the Definitions shall have the meanings

set forth in the Down-MACRO Holding Trust Agreement (the "Down-MACRO Holding

Trust Agreement") or the Up-MACRO Holding Trust Agreement (the "Up-MACRO Holding

Trust Agreement"), each dated as of June , 2006, among MACRO Securities

Depositor, LLC, [         ], as Trustee, and [         ], as Administrative

Agent and Marketing Agent. In the event of any inconsistency between any such

definitions and provisions and this Confirmation, this Confirmation will govern.



         This Confirmation supplements, forms a part of, and is subject to, the

ISDA Master Agreement (Multicurrency-Cross Border) dated as of June , 2006, as

amended and supplemented from time to time (the "Agreement"), between the

MACROShares Up Oil Benchmark Holding Trust (the "Up-Macro Holding Trust") and

the MACROShares Down Oil Benchmark Holding Trust (the "Down-Macro Holding

Trust"). All provisions contained in the Agreement shall govern this

Confirmation except as expressly modified below. In the event of any

inconsistency between the provisions of the Agreement and this Confirmation,

this Confirmation will prevail for the purposes of this Transaction.

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