PARTICIPANT AGREEMENT





                     POWERSHARES EXCHANGE-TRADED FUND TRUST





     This Participant Agreement (this "Agreement") is entered into between

____________________ (the "Distributor"), Spear, Leeds & Kellogg, L.P. (the

"Participant") and The Bank of New York (the Transfer Agent"). The Transfer

Agent serves as the Transfer Agent of the Trust and is an Index Receipt Agent as

that term is defined in the rules of the National Securities Clearing

Corporation ("NSCC"). The Distributor, the Transfer Agent and the Participant

acknowledge and agree that the PowerShares Exchange-Traded Fund Trust (the

"Trust") shall be a third-party beneficiary of the Agreement and shall receive

the benefits contemplated by the Agreement to the extent specified herein. The

Distributor has been retained to provide certain services with respect to acting

as principal underwriter of the Trust in connection with the sale and

distribution shares of beneficial interest par value 0.01 per share ("Shares")

of the Series of the Trust (each a "Fund") [secured] on Schedule I attached

hereto. As specified in the Trust's Prospectus and Statement of Additional

Information incorporate therein (the "Prospectus") included as part of its

Registration Statement as amended on Form N-1A. Trust Shares may be created or

redeemed only in aggregations of ________________, referred to therein and

herein as a "Creation Unit". Capitalized terms not otherwise defined herein are

used herein as defined in the Trust's Prospectus.



     This Agreement is intended to set forth certain premises and the procedures

by which the Participant may create and/or redeem Creation Units (i) through the

Continuous Net Settlement ("CNS") clearing processes of NSCC as such processes

have been enhanced to effect creations and redemptions of Creation Units, such

processes being referred to herein as the "Trust's Clearing Process", or (ii)

outside the Trust's Clearing Process (i.e., through the facilities of the

Depository Trust Company ("DTC" )). The parties hereto in consideration of the

premises and of the agreements contained herein agree as follows:



{PAGE}



     1. STATUS OF PARTICIPANT. The Participant hereby represents, covenants and

warrants that (i) with respect to orders for the creation or redemption of

Creation Units by means of the Trust's Clearing Process, it is a member of NSCC

and a participant in the CNS System of NSCC (as defined in the Trust's

prospectus, a "Participating Party"); and (ii) with respect to orders for the

creation or redemption of Creation Units outside the Trust's Clearing Process,

it is a DTC Participant (as defined in the Trust's prospectus, a "DTC

Participant"). The Participant may place orders for the creation or redemption

of Creation Units either through the Trust's Clearing Process or outside the

Trust's Clearing Process, subject to the procedures for creation and redemption

referred to in paragraph 2 of this Agreement ("Execution of Orders") and the

procedures described in Attachment A hereto. Any change in the foregoing status

of the Participant shall terminate this Agreement, and the Participant shall

give immediate notice to the Distributor and the Transfer Agent of such change.



     The Participant further represents that it is a broker-dealer registered

with the Securities and Exchange Commission and a member of the National

Association of Securities Dealers, Inc. (the "NASD") or is exempt from or

otherwise not required to be licensed as a broker-dealer or a member of the

NASD. The Participant is qualified as a broker or dealer, or otherwise, under

all applicable state laws where it is required to do so in order that Trust

Shares may be sold in such states where the Participant intends to sell Trust

Shares. The Participant agrees to conform to the rules of the NASD (if it is a

member of NASD) and the securities laws of any jurisdiction in which it sells,

directly or indirectly, Trust Shares, to the extent such laws, rules and

regulations relate to the Participant's transactions in, and activities with

respect to the Trust Shares.



     The Participant understands and acknowledges that the proposed method by

which Creation Units of Trust Shares will be purchased and traded may raise

certain issues under applicable securities laws. For example, because new

Creation Units of Trust Shares may be



                                      -2-



{PAGE}





issued and sold by the Trust on an ongoing basis, the offer and sale of Trust

Shares to investors may involve a "distribution", as such term is used in the

1933 Act. The Participant understands and acknowledges that its offer and sale

of Trust Shares to investors, depending on the circumstances, may result in its

being deemed a participant in a distribution in a manner which could render it a

statutory underwriter and subject it to the prospectus delivery and liability

provisions of the 1933 Act. The Participant also understands and acknowledges

that dealers who are not "underwriters" but are effecting transactions in Trust

Shares, whether or not participating in the distribution of Trust Shares, are

generally required to deliver a Prospectus.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC