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                                                           Executed in 6 Parts
                                                           Counterpart No. (   )

                              NATIONAL EQUITY TRUST

                          LOW FIVE PORTFOLIO SERIES 36

                            REFERENCE TRUST AGREEMENT


         This Reference Trust Agreement dated December 27, 2000 among Prudential
Securities Incorporated, as Depositor and The Bank of New York, as Trustee, sets
forth certain provisions in full and incorporates other provisions by reference
to the document entitled "National Equity Trust, Trust Indenture and Agreement"
(the "Basic Agreement") dated February 2, 2000. 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:
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         In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:

                                     Part I.
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         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.

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

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


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                  "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."


                                    Part II.
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                      SPECIAL TERMS AND CONDITIONS OF TRUST


         The following special terms and conditions are hereby agreed to:

         A. The Trust is denominated National Equity Trust, Low Five Portfolio
      Series 36.

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

         C. The publicly traded stocks 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 January 3, 2001.

         H. The terms "Computation Day" and "Record Date" mean on the tenth day
      of April 2001, July 2001, October 2001, and January 2002.

         I. The term "Distribution Date" shall mean on the twenty-fifth day of
      April 2001, July 2001, October 2001, and January 2002.

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         J. The term "Termination Date" shall mean February 5, 2002.

         K. The Trustee's Annual Fee shall be $.90 (per 1,000 Units) for
      49,999,999 and below units outstanding $.84 (per 1,000 Units) on the
      next 50,000,000 Units, $.78 (per 1,000 Units) on the next 100,000,000
      Units, and $.66 (per 1,000 Units) on Units in excess of 200,000,000
      Units. In calculating the Trustee's annual fee, the fee applicable to the
      number of units outstanding shall apply to all units outstanding.

         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, Low Five Portfolio Series
36 is hereby incorporated by reference herein as Schedule A hereto.