Form of Settlement Contract



                                  CONFIRMATION



From:    Claymore MACROshares Oil Up Holding Trust

To:      Claymore MACROshares Oil Down Holding Trust

Date:    November [  ], 2006

Re:      Settlement Contracts

_______________________________________________________________________________



Ladies and Gentlemen:



         This communication (this "Master Confirmation") is intended to

supplement the terms and conditions of the futures transactions entered into

between us from time to time as set forth below (each a "Settlement Contract").

Each Settlement Contract shall be a "Transaction" under the Agreement described

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 Master Confirmation. Any

capitalized terms used but not defined herein, in any Supplemental Confirmation

(as described below) or in the Definitions shall have the meanings set forth in

the Claymore MACROshares Oil Up Holding Trust Agreement (the "Up-MACRO Holding

Trust Agreement") or the Claymore MACROshares Oil Down Holding Agreement (the

"Down-MACRO Holding Trust Agreement"), each dated as of November 22, 2006,

among Macro Securities Depositor, LLC, Investors Bank & Trust Company, as

Trustee, Claymore Securities, Inc., as Administrative Agent and a Marketing

Agent, and MACRO Financial, LLC, as a Marketing Agent.



         This Master Confirmation, taken alone, is neither a commitment by

either party to enter into any Transaction nor evidence of a Transaction. The

terms of any particular Transaction shall be set forth in a Supplemental

Confirmation in the form of Schedule A hereto and which references this Master

Confirmation, in which event the terms and provisions of this Master

Confirmation shall be deemed to be incorporated into and made a part of each

such Supplemental Confirmation. This Master Confirmation and each Supplemental

Confirmation together shall constitute a separate "Confirmation" as referred to

in the Agreement. Any such Confirmation shall supplement, form a part of, and

be subject to, the ISDA Master Agreement (Multicurrency-Cross Border) dated as

of November 22, 2006, as amended and supplemented from time to time (the

"Agreement"), between the Claymore MACROshares Oil Up Holding Trust (the

"Up-MACRO Holding Trust") and the Claymore MACROshares Oil Down Holding Trust

(the "Down-MACRO Holding Trust"). All provisions contained in the Agreement

shall govern this Master Confirmation and the related Supplemental Confirmation

relating to a Settlement Contract except as expressly modified below or in the

related Supplemental Confirmation. With respect to any relevant Settlement

Contract, the Agreement, this Master Confirmation and the related Supplemental

Confirmation shall represent the entire agreement and understanding of the

parties with respect to the subject matter and terms of such Settlement

Contract and shall supersede all prior or contemporaneous written or oral

communications with respect thereto.

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