Executed in 6 Parts
                                                           Counterpart No. (   )


                              NATIONAL EQUITY TRUST

                           LOW FIVE PORTFOLIO SERIES 54

                            REFERENCE TRUST AGREEMENT


     This Reference Trust  Agreement  dated September 17, 2003 among  Prudential
Investment Management Services LLC, as Depositor, Prudential Investments LLC, as
Portfolio  Supervisor,  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 I, entitled "Definitions," shall be amended as follows:

(i)  Section  1.01-Definitions  shall be amended to add the following definition
     at the end thereof:

<PAGE>

                                      -2-

     "Portfolio  Supervisor" of the Trust shall have the meaning  assigned to it
in Part II of the Reference Trust Agreement.

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

(i)  The third  paragraph  of  Section  3.05-Distribution  shall be  amended  by
     deleting  any  reference  to  Depositor  and  replacing  it with  Portfolio
     Supervisor.

(ii) 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."

C.   Article VIII, entitled "Depositor," shall be amended as follows:

(i)  Section  8.07-Compensation  shall be amended by deleting  any  reference to
     Depositor and replacing it with Portfolio Supervisor.

D.   Article IX,  entitled  "Additional  Covenants;  Miscellaneous  Provisions,"
     shall be amended as follows:

     (i) The first sentence of Section 9.05 - Written Notice shall be amended by
deleting the language "Prudential Securities  Incorporated at One Seaport Plaza,
New  York,  New  York  10292"  and  replacing  it  with  "Prudential  Investment
Management LLC at 100 Mulberry Street,  Gateway Center Three, Newark, New Jersey
07102".
                                    Part II.


                      SPECIAL TERMS AND CONDITIONS OF TRUST


     The following special terms and conditions are hereby agreed to:

<PAGE>

                                      -3-

A.   The Trust is denominated  National Equity Trust,  Low Five Portfolio Series
     54.

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  Investment  Management Services
     LLC.

E.   The term "Portfolio Supervisor" shall mean Prudential Investments LLC.

F.   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.

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

H.   The term "First Settlement Date" shall mean September 23, 2003.

I.   The terms  "Computation  Day" and "Record Date" shall mean on the tenth day
     of December 2003, March 2004, June 2004 and September 2004.

J.   The term "Distribution Date" shall mean on the twenty-fifth day of December
     2003, March 2004, June 2004 and September 2004.

K.   The term "Termination Date" shall mean October 20, 2004.

L.   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)  for  50,000,000  to
     99,999,999  Units  outstanding,  $.78 (per 1,000 Units) for  100,000,000 to
     199,999,999  Units  outstanding,  and $.66 (per  1,000  Units) for 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.

M.   The Portfolio  Supervisor's portfolio supervisory service fee shall be $.25
     per 1,000 Units.

               [Signatures and acknowledgments on separate pages]

<PAGE>

                                      -4-

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


<PAGE>


                                            PRUDENTIAL INVESTMENT MANAGEMENT
                                            SERVICES LLC,
                                            (Depositor)




                                            By /s/ Richard R. Hoffmann
                                                   Richard R. Hoffmann
                                                   Vice President






                                            PRUDENTIAL INVESTMENTS LLC
                                            (Portfolio Supervisor)





                                            By /s/ Richard R. Hoffmann
                                                   Richard R. Hoffmann
                                                   Vice President








<PAGE>

                                                       THE BANK OF NEW YORK
                                                       Trustee


                                                   By: /s/ Brian Aarons
                                                           Brian Aarons
                                                           Title: Vice President



(SEAL)

ATTEST:


By:      /s/ Dorothy Alencastro
             Dorothy Alencastro
             Title: Assistant Vice President


STATE OF NEW YORK          )
                                            : ss.:
COUNTY OF NEW YORK         )


     I, Emanuel  Lytle,  Jr., a Notary  Public in and for the said County in the
state  aforesaid,  do hereby  certify that Brian  Aarons and Dorothy  Alencastro
personally  known to me to be the same persons whose names are subscribed to the
foregoing  instrument  and  personally  known to me to be a Vice  President  and
Assistant Vice President,  respectively of The Bank of New York, appeared before
me this  day in  person,  and  acknowledged  that  they  signed,  sealed  with a
corporate  seal of The Bank of New York,  and delivered  the said  instrument as
their  free  and  voluntary  act as  such  Vice  President  and  Assistant  Vice
President,  respectively,  and as the free and  voluntary act of The Bank of New
York, for the uses and purposes therein set forth.

     GIVEN, under my hand and notarial seal this 17th day of September, 2003.

                                          /s/      Emanuel Lytle, Jr.
                                                   Emanuel Lytle, Jr.
                                                   Notary Public

(SEAL)