Executed in 6 Parts
                                                          Counterpart No. (   )


                              NATIONAL EQUITY TRUST


                       UNIQUE OPPORTUNITIES TRUST SERIES 3


                            REFERENCE TRUST AGREEMENT


     This Reference  Trust Agreement  dated             , 2001 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:
                                 ---------------


     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.


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:

             "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."

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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, Unique Opportunities
Trust Series 3.

     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 as of the date hereof.

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

     G. The term "First Settlement Date" shall mean        , 2001.

     H. The terms  "Computation Day" and "Record Date" shall be on the tenth day
of        2001,        2001,      2001 and          2001.

     I. The term "Distribution Date" shall be on the twenty-fifth day of
2001,          2001,         2001 and         2001.

     J. The term "Termination Date" shall mean          , 2001.

     K. The Trustee's Annual Fee shall be $ (per 1,000 Units) for 49,999,999 and
below units outstanding $ (per 1,000 Units) on the next 50,000,000 Units, $ (per
1,000 Units) on the next 100,000,000  Units, and $ (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 $ per 1,000
Units.
                  [Signatures and acknowledgments on separate pages]