THE SELECT SECTOR SPDR TRUST

                               MARKETING AGREEMENT



     THIS MARKETING AGREEMENT (the "Agreement") is made as of September 30,

2005, between The Select Sector SPDR Trust, a Massachusetts business Trust (the

"Trust"), and ALPS Distributors, Inc., a Colorado corporation ("ADI").



     WHEREAS, the Trust is an open-end management investment company registered

under the Investment Company Act of 1940 (the "1940 Act"), presently offering

shares in separate series (each a "Fund" and collectively the "Funds" or the

"Product") as listed on Appendix A attached hereto;



     WHEREAS, the Trust has entered into a Distribution Agreement (the

"Distribution Agreement") dated as of September 30, 2005 with ADI providing for,

among other things, the distribution and sale of the shares ("Shares") of the

Funds;



     WHEREAS, the Trust desires to retain ADI to provide various marketing and

shareholder services with respect to the Shares of the Funds as described

herein;



     WHEREAS, ADI desires to render these services to the Trust; and



     WHEREAS, the Trust has adopted a Plan of Distribution pursuant to Rule

12b-1 under the 1940 Act (each, a "12b-1 Plan") with respect to each Fund and

will make payments to ADI pursuant to such 12b-1 Plans for providing these

marketing and shareholder services; and



     NOW, THEREFORE, in consideration of the mutual covenants contained in this

Agreement, the Trust and ADI agree as follows:



1.   Definitions.



     (a)  The term "Registration Statement" shall mean the registration

          statement most recently filed from time to time by the Trust with the

          Securities and Exchange Commission (the "Commission") and effective

          under the Securities Act of 1933, as amended (the "1933 Act"), and the

          1940 Act, as such registration statement is amended by any amendments

          thereto at the time in effect.



     (b)  The term "Prospectus" shall mean the prospectus included as part of

          the Trust's Registration Statement, as such prospectus may be amended

          or supplemented from time to time.



     (c)  The term "Statement of Additional Information" or "SAI" shall mean the

          Statement of Additional Information included as part of the Trust's

          Registration Statement, as such Statement of Additional Information

          may be amended or supplemented from time to time.





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     (d)  All capitalized terms used but not defined in this Agreement shall

          have the meanings ascribed to such terms in the Trust's Registration

          Statement.



2.   Representations and Warranties of ADI.



     ADI represents and warrants to the Trust that:



     (a)  It is empowered under applicable laws and by its Articles of

          Incorporation and By-laws to enter into and perform this Agreement.



     (b)  It is duly organized as a Colorado corporation and is and at all times

          will remain duly authorized and licensed to carry out its services as

          contemplated herein; and



     (c)  Its entering into this Agreement or providing the services

          contemplated hereby does not conflict with or constitute a default or

          require a consent (except for any consent in writing which shall have

          been obtained by the date hereof) under or breach of any provision of

          any agreement or document to which it is a party or by which it is

          bound.



3.   Representations and Warranties of the Trust.



     The Trust represents and warrants to ADI that:



     (a)  The Trust shall take, from time to time, such steps, including payment

          of the related filing fee, as may be necessary to register the Trust's

          Shares under the 1933 Act to the end that Shares of each Series to

          which the services under this Agreement relate will be registered

          under the 1933 Act during the term of this Agreement.



     (b)  It is an open-end management investment company duly organized and

          existing, in good standing, under the laws of the Commonwealth of

          Massachusetts.



     (c)  It is empowered under applicable laws and by its Declaration of Trust

          and By- laws to enter into and perform this Agreement.



     (d)  The Board of Trustees has duly authorized it to enter into and perform

          this Agreement.



     The Trust agrees to notify ADI immediately in writing of:



     (a)  any request by the Commission for amendments to the Trust's

          Registration Statement, Prospectus or SAI, or for additional

          information regarding such documents;

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