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                                                             Executed in 6 Parts
                                                             Counterpart No. ( )


                              NATIONAL EQUITY TRUST

                          TOP TEN PORTFOLIO SERIES 214


                            REFERENCE TRUST AGREEMENT

            This Reference Trust Agreement dated July 19, 2000 among Prudential
Securities Incorporated, as Depositor and The Chase Manhattan Bank, as Trustee,
sets forth certain provisions in full and incorporates other provisions by
reference to the document entitled "National Equity Trust Low Five Portfolio
Series, Trust Indenture and Agreement" (the "Basic Agreement") dated April 25,
1995. Such provisions as are set forth in full herein and such provisions as are
incorporated by reference constitute a single instrument (the "Indenture").

                                WITNESSETH THAT:

            In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:

                                     Part I.

                     STANDARD TERMS AND CONDITIONS OF TRUST

            Subject to the provisions of Part II hereof, all the provisions
contained in the Basic Agreement are herein incorporated by reference in their
entirety and shall be deemed to be a part of this instrument as fully and to the
same extent as though said provisions had been set forth in full in this
instrument except that the Basic Agreement is hereby amended in the following
manner:

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A.    Article I, entitled "Definitions", paragraph 22, shall be amended as
            follows:


            "Trustee shall mean The Chase Manhattan Bank or any successor
            trustee appointed as hereinafter provided."

B.    Article II, entitled "Deposit of Securities; Acceptance of Trust", shall
            be amended as follows:


            The second sentence of Section 2.03 Issue of Units shall be amended
            by deleting the words "on any day on which the Depositor is the only
            Unit Holder."

C.    Article III, entitled "Administration of Trust", shall be amended as
            follows:


            (i)   Section 3.01 Initial Costs shall be amended to
                 substitute the following language:


               Section 3.01. Initial Cost The costs of organizing the Trust and
                 sale of the Trust Units shall, to the extent of the expenses
                 reimbursable to the Depositor provided below, be borne by the
                 Unit Holders, provided, however, that, to the extent all of
                 such costs are not borne by Unit Holders, the amount of such
                 costs not borne by Unit Holders shall be borne by the Depositor
                 and, provided further, however, that the liability on the part
                 of the Depositor under this section shall not include any fees
                 or other expenses incurred in connection with the
                 administration of the Trust subsequent to the deposit referred
                 to in Section 2.01. Upon notification from the Depositor that
                 the primary offering period is concluded, the Trustee shall
                 withdraw from the Account or Accounts specified in the
                 Prospectus or, if no Account is therein specified, from the
                 Principal Account, and pay to the Depositor the Depositor's
                 reimbursable expenses of organizing the Trust and sale of the
                 Trust Units in an amount certified to the Trustee by the
                 Depositor. If the balance of the Principal Account is
                 insufficient to make such withdrawal, the Trustee shall, as
                 directed by the

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                  Depositor, sell Securities identified by the Depositor, or
                  distribute to the Depositor Securities having a value, as
                  determined under Section 4.01 as of the date of distribution,
                  sufficient for such reimbursement. The reimbursement provided
                  for in this section shall be for the account of the
                  Unitholders of record at the conclusion of the primary
                  offering period and shall not be reflected in the computation
                  of the Unit Value prior thereto. As used herein, the
                  Depositor's reimbursable expenses of organizing the Trust and
                  sale of the Trust Units shall include the cost of the initial
                  preparation and typesetting of the registration statement,
                  prospectuses (including preliminary prospectuses), the
                  indenture, and other documents relating to the Trust, SEC and
                  state blue sky registration fees, the cost of the initial
                  valuation of the portfolio and audit of the Trust, the initial
                  fees and expenses of the Trustee, and legal and other out-
                  of-pocket expenses related thereto, but not including the
                  expenses incurred in the printing of preliminary prospectuses
                  and prospectuses, expenses incurred in the preparation and
                  printing of brochures and other advertising materials and any
                  other selling expenses. Any cash which the Depositor has
                  identified as to be used for reimbursement of expenses
                  pursuant to this Section shall be reserved by the Trustee for
                  such purpose and shall not be subject to distribution or,
                  unless the Depositor otherwise directs, used for payment of
                  redemptions in excess of the per-Unit amount allocable to
                  Units tendered for redemption. As directed by the Depositor,
                  the Trustee will advance funds to the Trust in an amount
                  necessary to reimburse the Depositor pursuant to this Section
                  and shall recover such advance from the sale or sales of
                  Securities at such time as the Depositor shall direct, but in
                  no event later than the termination of the Trust. Repayment of
                  any such advance shall be secured by a lien on the assets of
                  the Trust prior to the interest of the Unit Holders as
                  provided in Section 6.04.

(ii)              The third paragraph of Section 3.05 Distribution shall be
                  amended to add the following sentence at the end thereof:

                  "The Trustee shall make a special distribution of the cash
                  balance in the Income and Principal accounts available for
                  such distribution to Unit

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                  Holders of record on such dates as the Depositor shall
                  direct."

(iii)             The second to the last paragraph of Section 3.08 Sale of
                  Securities shall be amended to replace the word "equal" with
                  the following phrase: "be sufficient to pay."

(iv)              Section 3.14 Deferred Sales Charge shall be amended to add the
                  following sentences at the end thereof:

                  "References to Deferred Sales Charge in this Trust Indenture
                  and Agreement shall include any Creation and Development Fee
                  indicated in the prospectus for a Trust. The Creation and
                  Development Fee shall be payable on each date so designated
                  and in an amount determined as specified in the prospectus for
                  a Trust."

D.          Reference to United States Trust Company of New York in its capacity
            as Trustee is replaced by the Chase Manhattan Bank throughout the
            Basic Agreement.


      E.    Section 6.05 shall be amended to delete the clause "if the
            Depositor shall determine in good faith that there has occurred
            either (1) a material deterioration in the creditworthiness of the
            Trustee or (2) one or more negligent acts on the part of the
            Trustee having a materially adverse effect, either singly or in the
            aggregate, on the Trust or on one or more Trusts, such that the
            replacement of the Trustee is in the best interest of the Units
            Holders" and insert in place thereof "upon the determination of the
            Depositor to remove the Trustee for any reason, either with or
            without cause, including but not limited to a determination by the
            Depositor that the Trustee has materially failed to perform its
            duties under this Indenture and the interest of Unit Holders has
            been substantially impaired as a result"


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                                    Part II.

                      SPECIAL TERMS AND CONDITIONS OF TRUST

            The following special terms and conditions are hereby agreed to:

            A.    The Trust is denominated National Equity Trust, Top Ten
      Portfolio Series 214.

            B.    The Units of the Trust shall be subject to a deferred sales
      charge.

            C. The contracts for the purchase of common stock listed in Schedule
      A hereto are those which, subject to the terms of this Indenture, have
      been or are to be deposited in Trust under this Indenture as of the date
      hereof.

            D.    The term "Depositor" shall mean Prudential Securities
      Incorporated.

            E.    The aggregate number of Units referred to in Sections 2.03 and
      9.01 of the Basic Agreement is 125,000 as of the date hereof.

            F.    A Unit of the Trust is hereby declared initially equal to
      1/125,000th of the Trust.

            G.    The term "First Settlement Date" shall mean July 25, 2000.

            H.    The terms "Computation Day" and "Record Date" shall mean
      quarterly on the tenth day of September, December, March, and June
      commencing September 10, 2000.

            I.    The terms "Distribution Date" shall mean quarterly on the
      twenty-fifth day of September, December, March, and June commencing
      September 25, 2000 or as soon thereafter as possible.

            J.    The term "Termination Date" shall mean August 13, 2002.

            K. The Trustee's Annual Fee shall be $1.16 (per 1,000 Units) for
      100,000,000 and above units outstanding; $1.22 (per 1,000 Units) for
      50,000,000 - 99,999,999 units outstanding; $1.26 (per 1,000 Units) for
      49,999,999 and below units outstanding. In calculating the Trustee's
      annual fee, the fee applicable to the number of units outstanding shall
      apply to all units outstanding.

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            L.    The Depositor's Portfolio supervisory service fee shall be
$0.25 per 1,000 Units.

            [Signatures and acknowledgments on separate pages]



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            The Schedule of Portfolio Securities in Part A of the prospectus
            included in this Registration Statement for National Equity Trust,
            Top Ten Portfolio Series 214 is hereby incorporated by reference
            herein as Schedule A hereto.