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                                                           Executed in 6 Parts
                                                           Counterpart No. (   )

                              NATIONAL EQUITY TRUST

                           OTC GROWTH TRUST SERIES 11

                            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:


         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:

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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.


                      SPECIAL TERMS AND CONDITIONS OF TRUST


The  following special terms and conditions are hereby agreed to:

                  A. The Trust is denominated National Equity Trust, OTC Growth
         Trust Series 11.

                  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" shall be on
         such dates as the Sponsor shall direct.

                  I. The term "Distribution Date" shall be on such dates as the
         Sponsor shall direct.

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


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                  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
         $.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, OTC
         Growth Trust Series 11 is hereby incorporated by reference herein as
         Schedule A hereto.