PARTICIPANT AGREEMENT



                       CLAYMORE EXCHANGE-TRADED FUND TRUST



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

Claymore Securities, Inc. (the "Distributor"), ____________________________ (the

"Participant"), and The Bank of New York (the Transfer Agent"), and is subject

to acceptance by Claymore Exchange-Traded Fund Trust (the "Trust"). 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 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 creation and distribution of shares of beneficial interest,

par value 0.01 per share ("Shares" or "Trust Shares") of the Series of the Trust

(each a "Fund") set forth on Schedule I attached hereto. As specified in the

Trust's Prospectus and Statement of Additional Information incorporated therein

(together, 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 50,000 Shares, 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:



         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 paragraphs 2 and 3 of this Agreement 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 prompt 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 registered and/or licensed to act as a broker or

dealer, or is otherwise exempt, as required according to all applicable laws of

the state(s) in which the Participant conducts its activities as defined

hereunder. 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 to the extent such

laws, rules and regulations relate to the Participant's transactions in, and

activities with respect to the Trust Shares.



         2. EXECUTION OF ORDERS. All orders for the creation or redemption of

Creation Units shall be handled in accordance with the terms of the Trust's

prospectus, and the procedures described in Attachment A to this Agreement. In

the event the procedures include the use of recorded telephone lines, the

Participant hereby consents to such use. The Trust reserves the right to issue

additional or other procedures



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relating to the manner of creating or redeeming Creation Units, and the

Participant, the Distributor and the Transfer Agent agree to comply with such

procedures as may be issued from time to time, upon reasonable notice thereof.



         3. NSCC. Solely with respect to orders for the creation or redemption

of Creation Units through the Trust's Clearing Process, the Participant as a

Participating Party hereby authorizes the Transfer Agent to transmit to NSCC on

behalf of the Participant such instructions, including share and cash amounts as

are necessary with respect to the creation and redemption of Creation Units

consistent with the instructions issued by the Participant to the Trust

telephone representative identified in Attachment A hereto (the "Trust

Representative"). The Participant agrees to be bound by the terms of such

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