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                              NATIONAL EQUITY TRUST

for all series formed on or subsequent to the effective date specified  below to
which this Trust Indenture and Agreement is applicable

                              ____________________


                          TRUST INDENTURE AND AGREEMENT


                                      Among


                       PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC


                                  As Depositor


                              THE BANK OF NEW YORK


                                   As Trustee

                              ____________________

                             Dated: August   , 2001



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                                                           TABLE OF CONTENTS


                                                                                                         Page

                                                               ARTICLE I

                                                              DEFINITIONS
<S>                                                                                                     <C>
   Section 1.01.               Definitions..................................................................2

                                                              ARTICLE II

                                              DEPOSIT OF SECURITIES; ACCEPTANCE OF TRUST

   Section 2.01.               Deposit of Securities........................................................6
   Section 2.02.               Acceptance of Trust..........................................................7
   Section 2.03.               Issue of Units...............................................................7
   Section 2.04.               Uncertificated Units.........................................................7
   Section 2.05.               Deposit of Additional Securities.............................................7
   Section 2.06.               Register of Units...........................................................10

                                                              ARTICLE III

                                                        ADMINISTRATION OF TRUST

   Section 3.01.               Initial Cost................................................................10
   Section 3.02.               Income Account..............................................................11
   Section 3.03.               Principal Account...........................................................11
   Section 3.04.               Reserve Account.............................................................11
   Section 3.05.               Distribution................................................................12
   Section 3.06.               Distribution Statements.....................................................15
   Section 3.07.               Replacement Securities......................................................17
   Section 3.08.               Sale of Securities..........................................................18
   Section 3.09.               Notice and Sale by Trustee..................................................19
   Section 3.10.               Refunding Securities........................................................19
   Section 3.11.               Notice of Actions...........................................................20
   Section 3.12.               Extraordinary Distributions.................................................20
   Section 3.13.               Extraordinary Event - Security Retention and Voting.........................21
   Section 3.14.               Deferred Sales Charge.......................................................21

                                                              ARTICLE IV

                                                       EVALUATION OF SECURITIES

   Section 4.01.               Evaluation of Securities....................................................23
   Section 4.02.               Tax Reports.................................................................23

                                                                   -i-

<PAGE>

   Section 4.03.               Liability of the Trustee....................................................22

                                                               ARTICLE V

                                                     TRUST EVALUATION, REDEMPTION,
                                                           TRANSFER OF UNITS

   Section 5.01.               Trust Evaluation............................................................24
   Section 5.02.               Redemptions by Trustee; Purchases by Depositor..............................25
   Section 5.03.               Redemption Upon Termination.................................................38
   Section 5.04.               Transfer of Units...........................................................39

                                                              ARTICLE VI

                                                                TRUSTEE

   Section 6.01.               General Definition of Trustee's Liabilities, Rights and Duties..............30
   Section 6.02.               Books, Records and Reports..................................................34
   Section 6.03.               Indenture and List of Securities on File....................................35
   Section 6.04.               Compensation of Trustee.....................................................35
   Section 6.05.               Removal and Resignation of Trustee; Successor...............................36
   Section 6.06.               Qualification of Trustee....................................................38
   Section 6.07.               Trustee's Response to Inquiries.............................................38
   Section 6.08.               Waiver of Liens.............................................................39

                                                              ARTICLE VII

                                                        RIGHTS OF UNIT HOLDERS

   Section 7.01.               Beneficiaries of Trust......................................................39
   Section 7.02.               Rights, Terms and Conditions................................................39

                                                             ARTICLE VIII

                                                               DEPOSITOR

   Section 8.01.               Liabilities; Power of Attorney..............................................40
   Section 8.02.               Discharge...................................................................41
   Section 8.03.               Successors..................................................................42
   Section 8.04.               Resignation.................................................................42
   Section 8.05.               Additional Depositors.......................................................43
   Section 8.06.               Exclusions from Liability...................................................43
   Section 8.07.               Compensation................................................................44


                                                                    -ii-

   <PAGE>





                                                              ARTICLE IX

                                            ADDITIONAL COVENANTS; MISCELLANEOUS PROVISIONS

   Section 9.01.               Amendments without the Consent of Unit Holders..............................44
   Section 9.02.               Notice of Amendment.........................................................45
   Section 9.03.               Termination.................................................................45
   Section 9.04.               Construction................................................................47
   Section 9.05.               Written Notice..............................................................47
   Section 9.06.               Severability................................................................48
   Section 9.07.               Dissolution of Depositor Not To Terminate...................................48
   Section 9.08.               Name........................................................................48


EXECUTION......................................................................................................

ACKNOWLEDGMENTS................................................................................................

                                                         ____________________

This Table of Contents does not constitute part of the Indenture.


                                                                -iii-
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<PAGE>

     TRUST  INDENTURE  AND  AGREEMENT  dated  August , 2001  between  PRUDENTIAL
INVESTMENT  MANAGEMENT SERVICES LLC, as Depositor,  and THE BANK OF NEW YORK, as
Trustee.

                  WITNESSETH that:

     WHEREAS,  the  Depositor  and the  Trustee  are  entering  into this  Trust
Indenture and Agreement  for the purpose of  establishing  certain of the terms,
covenants and conditions of the National Equity Trust series and each subsequent
Series which may be established  from time to time hereafter,  incorporating  by
reference the terms hereof; and

     WHEREAS,  for the National  Equity  Trust,  and each Series of the National
Equity Trust,  to which this Trust  Indenture and Agreement is  applicable,  the
Depositor  and the Trustee shall execute a separate  Reference  Trust  Agreement
incorporating  by reference this Trust Indenture and Agreement and effecting any
amendment,  supplement or variation from or to such  incorporation  by reference
with respect to the related  series,  and  specifying  for that series:  (i) the
Securities  deposited in trust and the number of Units  delivered by the Trustee
in  exchange  for the  Securities  pursuant  to Section  2.03;  (ii) the initial
fractional  undivided interest represented by each Unit in each Trust; (iii) the
first  Settlement  Date;  (iv) the  first  Computation  Day;  (v) the  first and
subsequent  Distribution  Date(s); (vi) the first and subsequent Record Date(s);
(vii) the name of the Depositor;  (viii) the Termination Date; (ix) the Purchase
Rights and (x) any other  change or addition  contemplated  or permitted by this
Trust Indenture and Agreement; and

     WHEREAS,  the Depositor will acquire and,  concurrently  with the execution
and delivery of the appropriate Reference Trust Agreement, will deposit in trust
with the Trustee the Securities to be listed in the Schedule thereto,  all to be
held by the Trustee in trust upon the terms and conditions hereinafter set forth
as amended,  supplemented or varied by such Reference Trust  Agreement,  for the
use and  benefit  of all  registered  holders of units of  fractional  undivided
interest in the Trust to which such Reference Trust Agreement relates; and

     WHEREAS,  the  Depositor  will enter into an  agreement  which will grant a
Purchase  Right with regard to each  Security and will  deposit  each  Security,
subject to such Purchase Right, into the Trust; and

<PAGE>

                                      -2-

     WHEREAS,  concurrently  with the  receipt  of the  aforesaid  deposit,  the
Trustee will record on its books the ownership by the Depositor thereof of units
of fractional  undivided  interest in such  Securities and in the Income Account
and  the  Principal  Account  maintained  under  this  Indenture  in the  manner
hereinafter  provided (which units of fractional  undivided interest so recorded
respectively  will represent in the aggregate  100% of the  beneficial  interest
established hereby in such Securities, Income Account and Principal Account) and
if the Sponsor so directs,  will execute in the name of the Depositor  thereof a
certificate or certificates representing the aggregate number of Units specified
in such Reference Trust Agreement and deliver same to such Depositor.

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


                                    ARTICLE I

                                   DEFINITIONS


     Section 1.01. Definitions:  Whenever used in this Indenture,  the following
words and phrases,  unless the context clearly indicates  otherwise,  shall have
the following meanings:

(1)  "Additional  Purchase  Rights" shall mean such Purchase  Rights (as defined
     herein) which  Additional  Securities  shall be subject to as are listed in
     Supplementary Schedules to the Reference Trust Agreement.

(2)  "Additional  Securities"  shall mean such Securities (as defined herein) as
     are listed in Supplementary  Schedules of the Reference Trust Agreement and
     which have been  deposited  to effect an increase  over the number of Units
     initially specified in Part II of the Reference Trust Agreement.

(3)  "Additional  Units" shall mean such Units (as defined herein) as are issued
     in respect of Additional Securities.

(4)  "Basic  Agreement"  shall mean this Trust  Indenture and Agreement dated as
     indicated on the cover page hereof as originally executed, or if amended as
     hereinaf-
<PAGE>

                                       -3-



ter  provided,  as so amended,  exclusive of the terms  contained in any related
Reference Trust Agreement.



(5)  "Business  Day" shall mean any day other than a Saturday or Sunday or other
     day on which the New York Stock  Exchange  is closed for  trading,  a legal
     holiday in the City of New York, or a day on which banking institutions are
     authorized by law to close.

(6)  "Computation  Day" shall have the meaning  assigned to it in Part II of the
     Reference Trust Agreement.

(7)  "Contract Securities" shall mean Securities which are to be acquired by the
     Trust  pursuant  to  contracts,  including  (i) Securities  listed  in  the
     Schedule to the Reference  Trust  Agreement and (ii)  Securities  which the
     Depositor  has  contracted  to purchase for the Trust  pursuant to Sections
     2.05 and 3.07.

(8)  "Deferred  Sales  Charge' shall mean any deferred  sales charge  payable in
     accordance with the provisions of Section 3.14 hereof,  as set forth in the
     prospectus for a Trust.

(9)  "Depositor"  of the Trust shall have the meaning  assigned to it in Part II
     of the Reference Trust Agreement.

(10) "Distribution   Agency  Agreement"  shall  mean  the  Distribution   Agency
     Agreement dated the date of this Indenture among the Trustee, the Depositor
     and the Distribution Agent.

(11) "Distribution  Agent" shall mean the  Distribution  Agent  appointed in the
     Distribution  Agency Agreement,  or its successor as appointed  pursuant to
     the Distribution Agency Agreement.

(12) "Distribution Date" shall have the meaning assigned to it in Part II of the
     Reference Trust Agreement.

(13) "Evaluation  Time"  shall  mean the close of  trading on the New York Stock
     Exchange,  presently  4:00 p.m. or such other time as is  designated as the
     Evaluation Time in the prospectus for a Trust.

<PAGE>

                                      -4-


(14) "Indenture"   shall  mean  the  Basic   Agreement,   as  further   amended,
     supplemented or varied by the Reference Trust Agreement.

(15) "Purchase  Right" shall mean the option of a holder of the right to acquire
     a Security at a specified  price and on a specified  date each as set forth
     in the Prospectus for a Trust.

(16) "Prospectus"  shall  mean the  prospectus  relating  to a Trust in the form
     first used to confirm sales of Units of such Trust.

(17) "Record  Date"  shall  have the  meaning  assigned  to it in Part II of the
     Reference Trust Agreement.

(18) "Reference Trust Agreement" shall mean a supplement to the Basic Agreement,
     the purpose of which shall be to amend,  supplement  and/or vary certain of
     the terms contained in the Basic Agreement.  The Reference Trust Agreement,
     together with the Basic  Agreement to the extent that such Reference  Trust
     Agreement  incorporates it by reference,  defines all the terms, rights and
     duties  relevant to the series of National  Equity Trust  series,  to which
     such Reference Trust Agreement relates.

(19) "Replacement  Security"  shall mean a  Security  purchased  by the  Trustee
     pursuant to Section 3.07 hereof.

(20) "Securities"  shall mean such common stock and other securities  (including
     for all purposes hereof  "when-issued"  and/or "regular way" contracts,  if
     any,  for  the  purchase  thereof  evidenced  by  the  purchasing  broker's
     confirmation  of, or list of its  confirmations  of, such  contracts  and a
     certified check or checks and/or an irrevocable letter or letters of credit
     in the  amount  required  for  such  purchase)  as  are  (i)  deposited  in
     irrevocable trust and listed in the Schedule or Supplementary  Schedules to
     the Reference Trust Agreement and (ii) received in exchange or substitution
     for any  Securities  pursuant to Section 3.07 hereof or pursuant to Section
     3.13 hereof or acquired  pursuant to Section 2.05  hereof, as may from time
     to time be acquired and continue to be held as a part of the Trust to which
     such Reference Trust Agreement relates.

(21) "Special  Security"  shall have the meaning  assigned to it in Section 3.07
     hereof.

<PAGE>

                                      -5-

(22) "Termination  Date"  shall  mean  the  date  set  forth  in  Part II of the
     Reference Trust Agreement.

(23) "Trust" shall mean the trust created by this Indenture in conjunction  with
     a Reference  Trust  Agreement,  which shall be  denominated as indicated in
     Part II of the Reference Trust Agreement  relating to such Trust, and which
     shall consist of the Securities held pursuant and subject to this Indenture
     together  with all  dividends  thereon,  received  but  undistributed,  any
     undistributed  cash  realized  from the  sale,  redemption  or  liquidation
     thereof,  such  amounts  as  may  be on  deposit  in  the  Reserve  Account
     hereinafter  established  and all other  property  and rights to which Unit
     Holders may be entitled under the provisions of this Indenture.

(24) "Trustee"  shall  mean The Bank of New York,  or any  successor  trustee as
     hereinafter provided.

(25) "Unit" shall mean the  fractional  undivided  interest in and ownership for
     the Trust which shall be initially  equalto the fraction  specified for the
     Trust in Part II of the Reference Trust Agreement, the denominator of which
     fraction  shall be  decreased  by the number of any such Units  redeemed as
     provided  in  Sections  5.02 and 5.03 and  increased  by the  number of any
     Additional  Units as  provided  in Section  2.06 or revised as  provided in
     Section 2.03.

(26) "Unit Holder" shall mean the  registered  holder of any Unit as recorded on
     the registration books of the Trustee, his legal  representatives and heirs
     and the  successors of any  corporation,  partnership or other legal entity
     which is a  registered  holder  of any Unit and as such  shall be  deemed a
     beneficiary of the Trust created by this Indenture to the extent of his pro
     rata share thereof.

(27) The  words  "herein,"  "hereby,"   "herewith,"   "hereof,"   "hereinafter,"
     "hereunder,"  "hereinabove," "hereafter," "heretofore" and similar words or
     phrases of reference and  association  shall refer to this Indenture in its
     entirety.

(28) Words importing the singular number shall include the plural number in each
     case and vice versa and words importing persons shall include  corporations
     and associations, as well as natural persons.
<PAGE>

                                      -6-


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


                                   ARTICLE II

                   DEPOSIT OF SECURITIES; ACCEPTANCE OF TRUST


     Section 2.01. Deposit of Securities:  The Depositor,  concurrently with the
execution  and  delivery  of  the  applicable  Reference  Trust  Agreement,  has
deposited  with the Trustee in trust the  Securities  listed in the  Schedule or
Schedules  attached  to the  Reference  Trust  Agreement  in bearer form or duly
endorsed in blank or accompanied by all necessary  instruments of assignment and
transfer in proper form to be held,  administered  and applied by the Trustee as
herein provided and/or cash (or a letter of credit in lieu of cash) with written
instructions  to the Trustee to purchase  one or more of such  Securities  which
cash (or cash in an amount equal to the face amount of the letter of credit), to
the extent not used by the Trustee to purchase such Securities within the 90-day
period  following  the  first  deposit  of  Securities  in the  Trust,  shall be
distributed to Unit Holders on the Distribution  Date next following such 90-day
period  or  such  earlier  date as the  Depositor  and  the  Trustee  determine.
Concurrent  with the deposit of Securities  pursuant to this Section  2.01,  the
Depositor has transferred its obligation under the Purchase Right to the Trustee
which  Purchase  Right will be reflected in an account to be  established by the
Trustee.   In  the  event  that  the  purchase  of  Securities   represented  by
"when-issued"  and/or  "regular  way"  contracts  shall  not be  consummated  in
accordance  with said  contracts,  the  Trustee  shall  credit to the  Principal
Account pursuant to Section 3.03 hereof the cash or cash equivalents  (including
such portion of any letter of credit applicable to such contracts)  deposited by
the Depositor for the purpose of such purchase.  Such monies, unless invested in
substitute   Securities  in  accordance  with  Section  3.07  hereof,  shall  be
distributed  to Unit  Holders  pursuant  to  Section 3.05  hereof on the  second
Distribution Date following the failure of consummation of such purchase or such
earlier date as the Depositor  and the Trustee  determine.  The Depositor  shall
deliver the Securities listed on said Schedule or Schedules to the Trustee which
were not actually delivered  concurrently with the execution and delivery of the
Reference Trust  Agreement  within 90 days after said execution and delivery or,
if Section 3.07  applies,  within such shorter period as is specified in Section
3.07.
<PAGE>

                                      -7-


     The Trustee is  irrevocably  authorized  hereby to effect  registration  of
transfer of the Securities in fully  registered  form in the name of the Trustee
or its nominee.

     Section 2.02.  Acceptance of Trust:  The Trustee  hereby  accepts the Trust
created by this  Indenture  for the use and  benefit of the Unit  Holders in the
Trust, subject to the terms and conditions of this Indenture.

     Section 2.03.  Issue of Units:  By executing the Reference  Trust Agreement
and receipt for deposited property, the Trustee will thereby acknowledge receipt
of the deposit  relating to the Trust to which such  Reference  Trust  Agreement
relates,  referred to in Section 2.01,  and  simultaneously  with the receipt of
said  deposit,  will  record on its books for the account of the  Depositor  the
aggregate number of Units of the Trust in exchange therefor as specified in Part
II of the  Reference  Trust  Agreement.  The  number of Units  may be  increased
through a split of the Units or decreased  through a reverse split  thereof,  as
directed by the  Depositor,  which revised  number of Units shall be recorded by
the Trustee on its books.

     The Trusts created by this  Indenture are separate and distinct  trusts for
all  purposes  and the assets of one such trust may not be  commingled  with the
assets of any other, nor shall the expenses of any such trust be charged against
the other.  The Units  representing  the  ownership  of a  fractional  undivided
interest  in one Trust  shall not be  exchangeable  for Units  representing  the
ownership of an undivided  fractional  interest in any other except as set forth
in the applicable Prospectus.

     Section   2.04.   Uncertificated   Units:   All  Units  shall  be  held  in
uncertificated  form, unless and as the Trustee may deem it appropriate to issue
certificates or if so directed by the Depositor.  The Trustee may deem and treat
the person in whose name any Unit is registered upon the books of the Trustee as
the owner  thereof for all purposes and the Trustee shall not be affected by any
notice to the contrary.

     Section 2.05.  Deposit of Additional  Securities:  From time to time and in
the discretion of the  Depositor,  the Depositor may make deposits of Additional
Securities duly endorsed in blank or accompanied by all necessary instruments of
assignment  and  transfer in proper form (or  contracts  to purchase  Additional
Securities and cash or an irrevocable letter of credit in an amount necessary to
consummate the purchase of any Additional  Securities pursuant to such contracts

<PAGE>

                                      -8-

("Additional  Contract  Securities")) and/or cash (or a letter of credit in lieu
of cash) with  instructions  to the Trustee to purchase  one or more  Additional
Securities  (which  cash (or cash in an amount  equal to the face  amount of the
letter of  credit),  to the extent  not used by the  Trustee  to  purchase  such
Additional  Securities  within the 90-day period  following the first deposit of
Securities  in  the  Trust,   shall  be  distributed  to  Unit  Holders  on  the
Distribution  Date next following such 90-day period or such earlier date as the
Depositor and the Trustee  determine) and Cash (as defined below), if Cash is an
asset of the Trust immediately prior to the supplemental deposit,  provided that
each deposit during the 90-day period  following the first deposit of Securities
in the Trust shall replicate, to the extent practicable as hereinafter provided,
the Securities  (including Contract Securities) and shall exactly replicate Cash
(other  than  Cash to be  distributed  solely  to  persons  other  than  persons
receiving  the  distribution  as  holders  of  Additional  Units  created by the
deposit) held in the Trust immediately prior to each such deposit; and, provided
further that each deposit of Additional  Securities and Cash, if any, subsequent
to such 90-day period shall exactly replicate the Securities (including Contract
Securities) and Cash (other than Cash to be distributed  solely to persons other
than persons  receiving the  distribution as holders of additional Units created
by the deposit) held in the Trust  immediately  prior to each such  deposit.  In
connection  with the  deposit of  Additional  Securities,  the  Depositor  shall
transfer to the Trustee its obligations  under Additional  Purchase Rights which
shall each have the same terms as the Purchase  Rights  transferred  pursuant to
Section  2.01 and be in the same  proportions  as the  Securities  and  Purchase
Rights referred to in Section 2.01. For purposes of this  paragraph,  Cash means
cash on hand in the Trust and/or cash  receivable by the Trust as of the date of
the supplemental deposit reduced by payables and accrued expenses.

     Accordingly,  (a) for a deposit  subsequent to the 90-day period  following
the first deposit of Securities:

1........Any Additional  Securities  included in a deposit shall be identical to
     Securities  held in the  Trust  immediately  prior  to the  deposit  and in
     amounts such that (i) the number of shares of  Additional  Securities  of a
     particular issue included in a deposit divided by (ii) the aggregate of the
     number of shares  of all  Additional  Securities  included  in the  deposit
     results  in a fraction  which is the same as the  fraction  resulting  from
     division of (iii) the aggregate  number of shares of the  Securities of the
     same issue held in the Trust  immediately  prior to the deposit  divided by
     (iv) the  aggregate  number of

<PAGE>
                                      -9-

shares of all Securities held in the Trust immediately prior to the deposit;

2........Any deposit of Additional Securities shall be accompanied by Cash in an
     amount  bearing  the same  ratio to the  aggregate  number of shares of all
     Additional  Securities  in  the  deposit  as the  Cash  held  in the  Trust
     immediately prior to the deposit bears to the aggregate number of shares of
     all  Securities  held  in the  Trust  immediately  prior  to  the  deposit,
     exclusive of Cash held in the Trust and designated for distribution  solely
     to persons  other than persons  receiving  the  distribution  as holders of
     Additional  Units created by the deposit;  and (b) for a deposit during the
     90-day period  following the first deposit of Securities in the Trust,  the
     rules stated in subparagraphs (a)(1) and (a)(2) of this Section shall apply
     except  that  any  Additional  Securities  (including  Additional  Contract
     Securities) need be only  substantially  similar (rather than identical to)
     Securities held in the Trust immediately prior to the deposit and need meet
     the proportionality  requirements only to the extent  practicable.  Without
     limiting the generality of the phrase "to the extent  practicable",  if the
     Depositor  specifies a minimum  number of shares of a Security with respect
     to a  particular  trust  to be  included  in a  deposit  and  such  minimum
     requirement  cannot be met or if a Security identical to a Security held in
     the Trust is not readily  obtainable,  substitution of other  substantially
     similar Securities  (including Securities of an issue originally deposited)
     in  order  to meet  the  foregoing  proportionality  requirements  shall be
     considered as a meeting of such  requirements "to the extent  practicable".
     Each deposit of Additional  Securities  shall be listed in a  Supplementary
     Schedule to the Reference Trust Agreement  stating the date of such deposit
     and the number of Additional Units being issued therefor. The Trustee shall
     acknowledge  in such  Supplementary  Schedule  receipt of the deposit,  and
     simultaneously  with the receipt of said  deposit,  reflect  the  aggregate
     number of  Additional  Units  specified in such  Supplementary  Schedule by
     recording such Additional  Units on its books.  Such Additional  Securities
     shall be held,  administered  and applied by the Trustee in the same manner
     as herein  provided for the  Securities.  The execution by the Depositor in
     connection  with the deposit of Additional  Securities  of a  Supplementary
     Schedule to the Reference Trust Agreement shall  constitute the approval by
     the Depositor as  satisfactory in form and substance of the contracts to be
     entered  into or  assumed  by the  Trustee  with  regard to any  Additional
     Securities listed on such  Supplementary  Schedule and authorization to the
     Trustee on behalf of the Trust to enter into or assume such  contracts  and
     otherwise  to carry out the terms and  provisions  thereof or to take other
     ap-

<PAGE>

                                      -10-


propriate  action in order to complete the deposit of the Additional  Securities
covered  thereby into the Trust.  The parties hereto agree that a  Supplementary
Schedule to the Reference  Trust  Agreement  may be delivered by telecopier  and
that such  delivery  shall have the same force and effect as the  delivery of an
original executed document.

     Section 2.06.  Register of Units:  A register  shall be kept by the Trustee
containing  the names and  addresses of the Unit Holders and the number of Units
owned by each Unit Holder,  and in which all issues,  exchanges,  transfers  and
cancellations of Units shall be recorded.


                                   ARTICLE III

                             ADMINISTRATION OF TRUST


     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 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 typeset-

<PAGE>

                                      -11-


ting  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.

     Section 3.02.  Income  Account:  The Trustee shall collect the dividends or
other like cash  distributions  on the Securities in the Trust as such are paid,
and credit such amounts, as collected,  to a separate account to be known as the
"Income Account."

     Section 3.03.  Principal Account: The Securities in the Trust and all cash,
other than amounts  credited to the Income  Account,  received by the Trustee in
respect of the  Securities in the Trust shall be credited to a separate  account
for the Trust to be known as the "Principal Account."

     Section 3.04. Reserve Account: From time to time the Trustee shall withdraw
from the cash on deposit in the  Principal  Account  such  amounts as it, in its
sole discretion,  shall deem requisite to establish a reserve for any applicable
taxes or other  governmental  charges that may be payable out of the Trust. Such
amounts so  withdrawn  shall be  credited to a separate  account  which shall be
known as the "Reserve  Account." The Trustee shall not be required to distribute
to the  Unit  Holders  any of the  amounts  in the  Reserve  Account;  provided,
however, that if the Trustee shall, in its sole discretion,  determine that such
amounts are no longer  necessary  for payment

<PAGE>

                                      -12-


of any applicable taxes or other  governmental  charges,  then it shall promptly
deposit such amounts in the account from which previously withdrawn, or, if such
Trust has been terminated or is in the process of termination, the Trustee shall
distribute to each Unit Holder such holder's  interest in the Reserve Account in
accordance with Section 9.04 hereof.

     Section 3.05.  Distribution:  As of each  Computation Day or Record Day for
the Trust, the Trustee shall:

     (a)  deduct  from the  Income  Account,  or,  to the  extent  funds are not
available  in such  Account,  from  the  Principal  Account,  and pay to  itself
individually  the amounts that it is at the time entitled to receive pursuant to
Section 6.04 or this Section 3.05;

     (b)  deduct  from the  Income  Account,  or,  to the  extent  funds are not
available in such Account,  from the Principal  Account,  an amount equal to the
unpaid fees and expenses, if any, including registration charges, Blue Sky fees,
printing  costs,   attorneys'  fees,  auditing  costs  and  other  miscellaneous
out-of-pocket  expenses, as certified by the Depositor,  incurred in keeping the
registration of the Units and the Trust on a current basis,  provided,  however,
that no portion of such  amount  shall be  deducted  or paid  unless the payment
thereof from the Trust is at that time lawful; and

     (c)  deduct  from the  Income  Account  or,  to the  extent  funds  are not
available in such account,  from the Principal Account the estimated amount that
the  Depositor  is  entitled to receive  pursuant to Section  8.07 and hold such
amount  without  interest  until  such time as it is  payable  to the  Portfolio
Supervisor  as set forth below.  The Trustee  shall  distribute to the Portfolio
Supervisor  from  the  amount  so held  pursuant  to the  immediately  preceding
sentence  the  amounts  that the  Portfolio  Supervisor  is  entitled to receive
pursuant to Section 8.07 on account of its services  theretofore  performed  and
expenses theretofore incurred. With respect to Trusts having monthly,  quarterly
or  semiannual  Distribution  Dates,  the Trustee  shall  deduct from the Income
Account  one-twelfth,  one-quarter  or  one-half,  as the  case  may be,  of the
estimated annual amount that the Portfolio Supervisor is entitled to receive and
shall  distribute  such  amounts to the  Portfolio  Supervisor  on the  monthly,
quarterly or semiannual  Distribution Dates, as the case may be. In the event of
the  appointment  of  a  successor  portfolio  supervisor  pursuant  to

<PAGE>

                                      -13-



Section 6.01(f)(1), the Trustee shall deduct from the Income Account, or, to the
extent that funds are not available in such Account, from the Principal Account,
and pay to such successor  portfolio  supervisor the amounts, if any, that it is
at the time lawful for it to receive under said Section 6.01(f)(1).

     All amounts (i) permitted to be withdrawn from the Principal  Account under
this  Indenture  in order to satisfy  obligations  which,  pursuant to the terms
hereof,  are first to be paid out of the Income  Account to the extent funds are
available, or (ii) permitted to be withdrawn from the Principal Account pursuant
to Section  5.02  hereof,  may be made only from the  balance  in the  Principal
Account after  excluding  capital  amounts being held for  distribution  to Unit
Holders of record on the Record Date for a prior  Distribution  Date pursuant to
the second following  paragraph.  The Principal  Account shall be reimbursed for
any  such  amounts  described  in  clause  (i) of the  preceding  sentence  when
sufficient funds are next available in the Income Account after giving effect to
the  payment  from the Income  Account of all amounts  otherwise  required to be
deducted therefrom at that time.

     On each Distribution Date or within a reasonable period of time thereafter,
the Trustee shall  distribute by mail to each Unit Holder of record at the close
of  business  on the  preceding  Record  Date at his  address  appearing  on the
registration books of the Trustee such holder's pro rata share of the balance of
the Income Account,  plus such holder's pro rata share of the distributable cash
balance of the Principal Account,  each computed as of the preceding Record Date
after deduction of all amounts  specified in paragraphs (a), (b) and (c) of this
Section 3.05; provided, however, that funds credited to the Principal Account in
the event of the failure of  consummation  of a contract to purchase  Securities
pursuant to Sectio 2.01  hereof, funds representing the proceeds of the sale of
Securities  pursuant to Section 3.08 hereof, and funds representing the proceeds
of the sale of Securities under Section 5.02, 5.03, 6.04 or this Section 3.05 in
excess of the  amounts  needed for the  purposes of said  Sections  shall not be
distributed until the second following Distribution Date or at such earlier date
as shall be determined by the Trustee or directed by the Depositor.  The Trustee
shall  make a  special  distribution  of the  cash  balance  in the  Income  and
Principal  accounts available for such distribution to Unit Holders of record on
such dates as the Depositor  shall direct.  The Trustee shall not be required to
make a  distribution  from the  Principal  Account  unless  the cash  balance on
deposit therein available for

<PAGE>

                                      -14-


distribution shall be sufficient to distribute at least $1.00 per 1,000 Units.

     The amounts to be so distributed to each Unit Holder of the Trust of record
as of each  Record  Date shall be that pro rata share of the cash  balance as of
such Record Date of the Income and Principal  Accounts of the Trust, as shall be
represented  by a notation  on the  registration  or other  record  books of the
Trustee.

     In the  computation  of each such  share,  fractions  of less than one cent
shall be  omitted.  After any such  distribution  provided  for above,  any cash
balance  remaining in the Income Account or the Principal  Account shall be held
in the same  manner  as other  amounts  subsequently  deposited  in each of such
Accounts, respectively.

     The  Depositor may direct the Trustee to invest the proceeds of any sale of
Securities  not required for the  redemption  of Units in eligible  money market
instruments  selected  by the  Depositor  which  will  include  only  negotiable
certificates  of deposit or time deposits of domestic banks which are members of
the Federal Deposit  Insurance  Corporation and which have,  together with their
branches or  subsidiaries,  more than  $2 billion in total  assets,  except that
certificates  of deposit or time deposits of smaller  domestic banks may be held
provided the deposit does not exceed the  insurance  coverage on the  instrument
(which currently is $100,000),  and provided further that the Trust's  aggregate
holding of  certificates  of deposit or time deposits  issued by the Trustee may
not exceed the insurance coverage of such obligations and U.S. Treasury notes or
bills  (which shall be held until the maturity  thereof)  each of which  matures
prior to the earlier of the next  following  Distribution  Date or 90 days after
receipt, the principal thereof and interest thereon (to the extent such interest
is not used to pay Trust  expenses) to be distributed on the earlier of the 90th
day after receipt or the next following Distribution Date.

     For the purposes of distribution as herein provided,  the holders of record
on the registration books of the Trustee at the close of business on each Record
Date shall be conclusively entitled to such distribution, and no liability shall
attach to the Trustee by reason of payment to any such registered Unit Holder of
record. Nothing herein shall be construed to prevent the payment of amounts from
the Income Account and the Principal Account to individual Unit Holders by means
of one check,  draft or other proper  instrument,  provided that the

<PAGE>

                                      -15-



appropriate  statement  of such  distribution  shall  be  furnished  therein  as
provided in Section 3.06 hereof.

     On each Deferred  Sales Charge payment date set forth in the prospectus for
a Trust,  the Trustee shall pay the account created pursuant to Section 3.14 the
amount of the Deferred  Sales Charge  payable on each such date as stated in the
prospectus  for a Trust.  Such  amount  shall be  withdrawn  from the  Principal
Account  from the  amounts  therein  designated  for such  purpose or  otherwise
deducted from such account.

     Section 3.06.  Distribution  Statements:  With each  distribution  from the
Income or  Principal  Accounts of the Trust,  the  Trustee  shall  furnish  Unit
Holders a statement  of the amount  being  distributed  from each such  account,
expressed in each case as a dollar amount per Unit.

     Within a  reasonable  period of time  after the last  Business  Day of each
calendar  year or fiscal year,  the Trustee  shall furnish to each person who at
any time during such  calendar year or fiscal year was a Unit Holder a statement
setting forth, with respect to such calendar year or fiscal year:

(A)  as to the Income Account of the Trust:

(1)  the amount of dividends received on the Securities,

(2)  the  amounts  paid from the Income  Account  for  redemptions  pursuant  to
     Section 5.02,

(3)  the deductions  from the Income Account for payment of applicable  taxes or
     other governmental charges, if any, compensation of the Depositor, fees and
     expenses of the  Trustee,  transfers to the Reserve  Account,  any expenses
     paid by the Trust  pursuant to Section 3.05 hereof and any  Deferred  Sales
     Charge paid,

(4)  the amount  distributed  from the Income  Account,  identifying  separately
     amounts distributed as dividends and as other income,

(5)  any other amount credited to or deducted from the Income Account, and

(6)  the balance remaining after such  distributions  and deductions,  expressed
     both as a total dollar amount and as a dol-

<PAGE>

                                      -16-



lar amount per Unit  outstanding  on the last  Business Day of such  calendar or
fiscal year;

(B)  as to the Principal Account of the Trust:

(1)  the dates of the sale,  liquidation or redemption of any of the Securities,
     the identity of such  Securities and the net proceeds  received  therefrom,
     excluding any portion thereof credited to the Income Account,

(2)  the amount  paid from the  Principal  Account  for  redemption  pursuant to
     Section 5.02,

(3)  the  deductions  for  payment of  applicable  taxes and other  governmental
     charges, if any, fees and expenses of the Trustee, transfers to the Reserve
     Account,  any expenses  paid by the Trust under Section 3.05 hereof and any
     Deferred Sales Charge paid,

(4)  the amount distributed from the Principal Account for such period, pursuant
     to Section 3.05 hereof,

(5)  any other amount credited to or deducted from the Principal Account, and

(6)  the balance remaining after such  distributions  and deductions,  expressed
     both as a total dollar amount and as a dollar  amount per Unit  outstanding
     on the last Business Day of such calendar or fiscal year; and

(C)  the following information:

(1)  a list of the  Securities  held in the Trust as of the last Business Day of
     such calendar or fiscal year,

(2)  the number of Units  outstanding  on the last Business Day of such calendar
     or fiscal year,

(3)  the Unit Value (as defined in Section 5.01) based on the last evaluation of
     such Trust made during such calendar or fiscal year, and


<PAGE>

                                      -17-

(4)  the amounts actually  distributed  during such calendar or fiscal year from
     the  Income  and  Principal  Accounts  of  the  Trust,  separately  stated,
     expressed  both as total  dollar  amounts  and as dollar  amounts  per Unit
     outstanding on the Record Date for such distributions.

     Section  3.07.  Replacement  Securities:  In the  event  that any  Contract
Security is not delivered due to any occurrence, act or event beyond the control
of the  Depositor  and of the Trustee  (such a Contract  Security  being  herein
called a 'Special Security'), the Depositor may instruct the Trustee to purchase
Replacement  Securities  which have been selected by the Depositor having a cost
not in excess of the cost of the  Special  Securities  not so  delivered.  To be
eligible  for  inclusion  in the Trust,  the  Replacement  Securities  which the
Depositor  selects must:  (i) be of the same type as that replaced  (e.g.,  both
will be common  stock or preferred  stock);  (ii) in the  Depositor's  judgment,
closely resemble the Special Security as respects the investment characteristics
which led the  Depositor  to select the Special  Security  for  inclusion in the
Trust; and (iii) be purchased within twenty days after delivery of notice of the
failed contract to the Trustee or to the Depositor,  whichever occurs first. Any
Replacement  Securities received by the Trustee shall be deposited hereunder and
shall be  subject  to the terms and  conditions  of this  Indenture  to the same
extent as other Securities deposited  hereunder.  No such deposit of Replacement
Securities  shall be made  after the  earlier  of (i) 90 days  after the date of
execution and delivery of the applicable  Reference  Trust Agreement or (ii) the
first Distribution Date to occur after the date of execution and delivery of the
applicable Reference Trust Agreement.

     Whenever a Replacement  Security is acquired by the  Depositor  pursuant to
the  provisions  of this  Section  3.07,  the  Trustee  shall,  within five days
thereafter,  mail to all Unit Holders notices of such acquisition,  including an
identification  of the Special Security and the Replacement  Security  acquired.
The purchase  price of a Replacement  Security shall be paid out of the funds in
the principal  account  attributable to the Special  Security which it replaces.
The Trustee shall not be liable or  responsible in any way for  depreciation  or
loss incurred by reason of any purchase  made pursuant to any such  instructions
from the  Depositor  and in the absence of such  instructions  the Trustee shall
have no duty to purchase any Replacement  Securities  under this Indenture.  The
Depositor  shall not be liable  for any  failure  to  instruct  the  Trustee  to
pur-

<PAGE>

                                      -18-


chase any  Replacement  Security or for errors of judgment in  selecting  any
Replacement Security.

     Section 3.08. Sale of Securities: In order to maintain the sound investment
character  of the  Trust,  the  Depositor  may  direct  the  Trustee  to sell or
liquidate  Securities  at such  price  and time and in such  manner  as shall be
determined by the Depositor, provided that the Depositor has determined that any
one or more of the following conditions exist:

     (a) that  there has been a failure  by the  issuer  of such  Securities  to
declare or pay an anticipated dividend thereon;

     (b) that any  action or  proceeding  has been  instituted  in law or equity
seeking to restrain or enjoin the payment of dividends  on any such  Securities,
or that there  exists any other legal  question  or  impediment  affecting  such
Securities or the payment of dividends on the same;

     (c) that there has  occurred  any breach of  covenant  or  warranty  in any
resolution,  ordinance,  trust, indenture or other agreement or document,  which
would  adversely  affect  either  immediately  or  contingently  the  payment of
dividends on such Securities;

     (d) that the price of any such  Securities  has declined to such an extent,
or such  other  market or  credit  factor  exists,  that in the  opinion  of the
Depositor the retention of such Securities would be detrimental to the Trust and
to the interest of the Unit Holders;

     (e) that there has been a default in the  payment  of  principal  or par or
stated value of, premium, if any, or income on any other outstanding  securities
of the issuer or the guarantor of such  securities  which might  materially  and
adversely, either immediately or contingently, affect the declaration or payment
of dividends on the Securities; and

     (f) that the tax treatment of the Trust as a grantor trust would  otherwise
be jeopardized.

     In order to pay the  Deferred  Sales  Charge,  the  Trustee  shall  sell or
liquidate  such an amount of  Securities  and at such time and from time to time
and in such manner as the Depositor  shall direct such that the proceeds of such
sale or liquidation shall be sufficient to pay the amount required to

<PAGE>

                                      -19-

be paid to the Depositor  pursuant to the Deferred  Sales Charge  program as set
forth in the prospectus for a Trust.

     Securities sold shall either be sold to a purchaser  subject to the related
Purchase  Rights or the  Trustee  shall  acquire a purchase  right with the same
terms as the  Purchase  Right in such a manner  that the  obligation  under  the
Purchase  Right is canceled and then sell the  Securities to which such Purchase
Right related.

     Upon receipt of such direction  from the Depositor,  upon which the Trustee
shall rely,  the  Trustee  shall  proceed to sell the  specified  Securities  in
accordance with such  direction.  The Trustee shall not be liable or responsible
in any way for depreciation or loss incurred by reason of any sale made pursuant
to any such  direction or by reason of the failure of the  Depositor to give any
such  direction,  and in the absence of such direction the Trustee shall have no
duty to sell any Securities  under this Section 3.08. The Depositor shall not be
liable for errors of  judgment  in  directing  or failing to direct the  Trustee
pursuant to this Section 3.08.

     Section 3.09.  Notice and Sale by Trustee:  If at any time there has been a
failure by the issuer of any of the Securities to pay a dividend that is due and
payable,  the Trustee shall notify the Depositor thereof.  If within thirty days
after such  notification  the Trustee has not received any instruction  from the
Depositor to sell or to hold or to take any other action in connection with such
Security, the Trustee shall sell such Security forthwith,  and the Trustee shall
not be liable or  responsible  in any way for  depreciation  or loss incurred by
reason of such sale or by reason of any action or  inaction in  accordance  with
such written  instructions  of the Depositor.  The Trustee shall promptly notify
the Depositor of such action in writing and shall set forth therein the Security
sold and the proceeds received therefrom.

     Section 3.10. Refunding Securities: Except as otherwise provided in Section
3.13,  in the event that an offer by the issuer of any of the  Securities or any
other party shall be made to issue new Securities, the Trustee shall reject such
offer. However, should any exchange or substitution be effected  notwithstanding
such rejection or without an initial offer, any Securities, cash and/or property
received in exchange shall be deposited hereunder and shall be promptly sold, if
securities  or  property,  by the  Trustee.  The cash  then  remaining  shall be
distributed  to Unit  Holders  on the next  Distribution  Date in

<PAGE>

                                      -20-



the manner set forth in Section 3.05 regarding  distributions from the Principal
Account.

     Section 3.11.  Notice of Actions:  Except as otherwise  provided in Section
3.13,  in the event that the Trustee shall have been notified at any time of any
action to be taken or proposed to be taken by holders of any Securities  held by
the Trust (including,  but not limited to, the making of any demand,  direction,
request,  giving of any notice,  consent or waiver or the voting with respect to
election  of  directors  or  any   amendment  or  supplement  to  any  corporate
resolution,  agreement  or other  instrument  under or  pursuant  to which  such
Securities have been issued) the Trustee shall promptly notify the Depositor and
shall  thereupon  take such  action or  refrain  from  taking  any action as the
Depositor  shall in writing  direct;  provided,  however,  that if the Depositor
shall  not  within  five  business  days of the  giving  of such  notice  to the
Depositor  direct the Trustee to take or refrain  from  taking any  action,  the
Trustee  shall  take  such  action  as it, in its sole  discretion,  shall  deem
advisable.  Neither the  Depositor nor the Trustee shall be liable to any person
for any action or failure to take action with respect to this Section.

     Section 3.12. Extraordinary Distributions:  Except as otherwise provided in
Section  3.13,  any property  received by the Trustee  after the initial date of
Deposit in a form other than cash or additional  shares of the Securities listed
on Schedule A or of a Replacement Security, shall be either (i) dealt with under
the  Distribution  Agency Agreement as though such property were an asset of the
Trust other than cash remaining on hand at the  termination of the Trust or (ii)
sold,  and the proceeds of sale credited to the Principal  Account of the Trust,
all as the Depositor  may direct.  In no event shall the Trustee hold as part of
the Trust,  except temporarily  pending sale or distribution as described in the
preceding sentence,  any property other than cash (including a letter of credit)
and the Securities described on Schedule A or a Replacement Security.

     The  Securities,  Purchase  Rights and cash  represented by a Unit shall be
uniform so that each Unit shall at all times  represent  property  identical  to
that represented by every other Unit.  Securities identical to those represented
by a Unit and  received as the result of a stock  dividend or stock split may be
retained in the Trust and the number of shares of such a Security represented by
a Unit adjusted accordingly.  All other non-cash distributions in respect of any
Securities  held in the

<PAGE>

                                      -21-



Trust shall be sold or  distributed  to Unit  Holders  through the  Distribution
Agent, as referred to above.

     Section 3.13.  Extraordinary  Event - Security Retention and Voting. In the
event the  Trustee is notified of any action to be taken or proposed to be taken
by holders of the securities  held by the Trust in connection  with any proposed
merger,  reorganization,  spin-off, split-off or split-up by the issuer of stock
or securities  held in the Trust,  the Trustee shall take such action or refrain
from taking any action, as appropriate,  so as to insure that the securities are
voted as  closely  as  possible  in the  same  manner  and in the  same  general
proportion as are the securities  held by owners other than the Trust.  If stock
or securities are received by the Trustee,  with or without cash, as a result of
any merger,  reorganization,  spin-off,  split-off  or split-up by the issuer of
stock or  securities  held in the Trust,  the  Trustee at the  direction  of the
Depositor  may  retain  such  stock or  securities  in the  Trust.  Neither  the
Depositor  nor the  Trustee  shall be liable  to any  person  for any  action or
failure to take action with respect to this section.

     Section  3.14.  Deferred  Sales  Charge.  If  the  Prospectus  for a  Trust
specifies a Deferred Sales Charge,  the Trustee shall, on the dates specified in
and as permitted by the  Prospectus,  withdraw  from the Income  Account if such
account is  designated  in the  Prospectus  as the source of the payments of the
Deferred Sales Charge,  or to the extent funds are not available in that account
or if such account is not so designated,  from the Principal Account,  an amount
per Unit  specified  in the  Prospectus  and  credit  such  amount to a special,
non-Trust  account  maintained  at the Trustee out of which the  Deferred  Sales
Charge  will be  distributed  to the  Depositor.  If the  Income  Account is not
designated as the source of the Deferred Sales Charge payment or if the balances
in the  Income  and  Principal  Accounts  are  insufficient  to  make  any  such
withdrawal,  the Trustee,  shall,  as directed by the Depositor,  either advance
funds  in an  amount  equal  to  the  proposed  withdrawal  and be  entitled  to
reimbursement  of such  advance  upon the  deposit of  additional  monies in the
Income Account or the Principal Account, sell Securities and credit the proceeds
thereof to such special Depositor's account or credit Securities in kind to such
special Depositor's Account.  Such directions shall identify the Securities,  if
any,  to be sold or  distributed  in kind and shall  contain,  if the Trustee is
directed by the  Depositor to sell a Security,  instructions  as to execution of
such sales. If a Unit Holder redeems Units prior to full payment of the Deferred
Sales  Charge,  the Trustee  shall,

<PAGE>

                                      -22-



if so provided in the  Prospectus,  on the  Redemption  Date,  withhold from the
Redemption  Price  payment  to such Unit  Holder an amount  equal to the  unpaid
portion  of the  Deferred  Sales  Charge  as such  amount  is  certified  by the
Depositor to the Trustee prior to the Redemption Date, upon which  certification
the  Trustee  shall be  entitled  to rely,  and  distribute  such amount to such
special  Depositor's  account  or, if the  Depositor  shall  purchase  such Unit
pursuant  to the terms of  Section  5.02  hereof,  the  Depositor  shall pay the
Redemption  Price for such Unit less the unpaid  portion of the  Deferred  Sales
Charge.  The Depositor may at any time instruct the Trustee to distribute to the
Depositor  cash or  Securities  previously  credited to the special  Depositor's
account.  References  to  Defereed  Sales  Charge in this  Trust  Indenture  and
Agreement  shall  include and  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.


                                   ARTICLE IV

                            EVALUATION OF SECURITIES


     Section  4.01.  Evaluation  of  Securities:  The  Trustee  shall  determine
separately and promptly  furnish to the Depositor upon request the value of each
issue of the Purchase  Rights and  Securities  in the Trust  (determined  as set
forth below) as of the Evaluation  Time on each of the days on which the Trustee
shall  make the Trust  Evaluation  required  by  Section  5.01.  In  making  the
evaluations  the  Trustee  shall  determine  the  value  of  each  issue  of the
Securities in the Trust by the following  methods:  If the Securities are listed
on one or more national securities  exchanges,  such valuation shall be based on
the closing price on such exchange which is the principal market thereof, deemed
to be the New York Stock Exchange if the  Securities are listed thereon  (unless
the Trustee deems such price  inappropriate  as a basis for  valuation).  If the
Securities are not so listed, or, if so listed and the principal market therefor
is other than such exchange or there is no closing price on such exchange,  such
valuation  shall be based on the closing  price in the  over-the-counter  market
(unless the Trustee deems such price  inappropriate as a basis for valuation) or
if there is no such closing  price,  by any of the  following  methods which the
Trustee  deems  appropriate:  (i) on the  basis of  current  bid  prices of such
Securities  as  obtained  from  investment  dealers  or brokers  (including  the
Depositor) who  customarily  deal in

<PAGE>

                                      -23-



securities  comparable to those held by the Trust, or (ii) if bid prices are not
available for any of such Securities,  on the basis of bid prices for comparable
securities, or (iii) by appraisal of the value of the Securities on the bid side
of the market or by such other  appraisal as is deemed  appropriate,  or (iv) by
any  combination of the above.  The Trustee shall  evaluate the Purchase  Rights
following the same procedures as it follows in evaluating Securities pursuant to
this  Section  4.01 except that  references  to  securities  exchanges  shall be
replaced by  references  to options  exchanges  and  references in the preceding
sentence to bid prices  shall be  replaced by  reference  to after  prices.  The
Trustee shall also make an evaluation of the  Securities  deposited in the Trust
as of the  time  said  Securities  are  deposited  under  this  Indenture.  Such
evaluation  shall be made on the same basis as set forth  above.  The  Trustee's
determination  of the closing  prices of the  Securities  on the date of deposit
shall be included in the Schedules attached to the Reference Trust Agreement.

     Section 4.02.  Tax Reports:  For the purpose of permitting  Unit Holders to
satisfy any reporting  requirements of applicable  Federal or State tax law, the
Trustee   shall   transmit  to  any  Unit  Holder  upon   written   request  any
determinations made by the Trustee pursuant to Section 4.01.

     Section 4.03.  Liability of the Trustee: The Depositor and Unit Holders may
rely on any evaluation furnished by the Trustee and shall have no responsibility
for the accuracy thereof. The determinations made by the Trustee hereunder shall
be made in good faith upon the basis of the best  information  available  to it.
The Trustee  shall be under no  liability  to the  Depositor or Unit Holders for
errors in judgment, provided, however, that this provision shall not protect the
Trustee  against any liability to which it would  otherwise be subject by reason
of willful misfeasance, bad faith or negligence in the performance of its duties
or by reason of its reckless  disregard of its obligations and duties hereunder.
The  Trustee  shall not be  liable or  responsible  for  depreciation  or losses
incurred by reason of the purchase, sale or retention of any Securities.

<PAGE>

                                      -24-

                                    ARTICLE V

                          TRUST EVALUATION, REDEMPTION,
                                TRANSFER OF UNITS


     Section 5.01. Trust Evaluation: The Trustee shall make an evaluation of the
Trust as of the  Evaluation  Time  (i) on the last  Business  Day of each of the
months of June and  December,  (ii) on the day on which any Unit of the Trust is
tendered for redemption (unless tender is made after the Evaluation Time on such
day,  in which  case  tender  shall be  deemed to have been made on the next day
subsequent  thereto on which the New York Stock  Exchange is open for  trading),
and (iii) on any other day desired by the Trustee or requested by the Depositor.
Such evaluations shall take into account and itemize  separately (a)(1) the cash
on hand in the Trust (other than monies on deposit in the Reserve Account, funds
deposited on the date hereof by the Depositor for the purchase of Securities and
not theretofore  credited to the Principal  Account pursuant to Section 3.03 and
funds in the Principal  Account with respect to which contracts for the purchase
of the  Replacement  Securities  have been entered into pursuant to Section 3.07
hereof),  including dividends  receivable on stocks trading ex dividend,  (a)(2)
the value of each issue of the  Securities  in the Trust reduced by the value of
each  of  the  Purchase  Rights  as  determined  by  the  Trustee   pursuant  to
Section 4.01, and (a)(3) all other assets of the Trust. For each such evaluation
there shall be deducted  from the sum of the above (b)(1)  amounts  representing
any applicable taxes or other governmental  charges payable out of the Trust and
for which no  deductions  shall  have  previously  been made for the  purpose of
addition to the Reserve Account, (b)(2) amounts representing accrued fees of the
Trustee and  expenses of the Trust  including  but not limited to unpaid fees of
the Trustee and expenses of the Trust (including  legal and auditing  expenses),
accrued fees and expenses of the Depositor  and its  respective  successors,  if
any,  and (b)(3) cash held for  distribution  to Unit  Holders of record as of a
date on or prior to the  evaluation  then being made.  The value of the pro rata
share of each Unit of the Trust  determined on the basis of any such  evaluation
shall be referred to herein as the "Unit Value."

     The sum of (a)(1)  and  (a)(3)  reduced by the sum of (b)(1) and (b)(2) and
(b)(3) shall be referred to herein as the "Unit Cash Value."

<PAGE>

                                      -25-

     The Trustee shall promptly  advise the Depositor of each  determination  of
Unit Value made by it as above provided,  and, in addition, upon each evaluation
by the Trustee under Section 4.01 other than those involved in such calculations
of Unit Value, the Trustee shall promptly furnish to the Depositor, for purposes
of  assisting it in  maintaining  a market in the Units,  with such  information
regarding  the  Principal,  Income and  Reserve  Accounts as the  Depositor  may
reasonably request.

     Section  5.02.  Redemptions  by Trustee;  Purchases  by  Depositor:  On any
Business Day on which any Unit or Units are tendered for redemption (the "Tender
Day") by a Unit  Holder or his duly  authorized  attorney  to the Trustee at its
corporate  trust office in the City of New York, such Units shall be redeemed by
the Trustee on that Tender Day. Units in  uncertificated  form shall be tendered
by means of an  appropriate  request  for  redemption  in form  approved  by the
Trustee.  Unit  Holders  must sign exactly as their name appears on the register
with the signature guaranteed by an officer of a national bank or trust company,
or by a member  firm of either the New York,  Midwest,  or Pacific  Coast  Stock
Exchanges,  or in such other manner as may be  acceptable  to the  Trustee.  The
Trustee may also require additional documents such as, but not limited to, trust
instruments, certificates of death, appointments as executor or administrator or
certificates of corporate  authority.  Subject to payment by such Unit Holder of
any tax or other  governmental  charges  which may be  imposed  thereon,  if the
Depositor  directs  a  redemption  in  kind,  such  redemption  is to be made by
distribution to the Distribution Agent on behalf of the redeeming Unit Holder on
the  Tender  Day  and  subsequent  distribution  to  such  Unit  Holder  by  the
Distribution  Agent no later than the next Business Day following the Tender Day
(such next Business Day being hereinafter the "Redemption Date") of (i) the Unit
Holder's pro rata portion as of the Tender Day of the  Securities  in the Trust,
in whole  shares,  as  designated by the Sponsor and (ii) cash equal to the Unit
Cash Value  multiplied by the number of Units being redeemed  (herein called the
"Redemption  Distribution").  In addition,  the Trustee shall  distribute to the
Distribution  Agent no later than the seventh  calendar day after the Tender Day
(or if such is not a Business Day, then the first  Business Day prior  thereto),
for distribution to a redeeming Unit Holder on such day, cash equal to the value
of any fractional  shares included in such Unit Holder's pro rata portion of the
Securities as of the Tender Day.

     If Units are tendered for redemption  and not redeemed in kind,  redemption
of such  Units  is to be made by  payment

<PAGE>

                                      -26-

within seven calendar days of cash  equivalent to the Unit Value,  determined by
the  Trustee as of the close of trading on the New York Stock  Exchange,  on the
date of tender  (herein  called the  "Redemption  Price").  Units  received  for
redemption by the Trustee on any day after the  Evaluation  Time will be held by
the Trustee until the next day on which the New York Stock  Exchange is open for
trading and will be deemed to have been  tendered on such day for  redemption at
the Redemption  Price computed on that day. The portion of the Redemption  Price
which  represents  the Unit  Holders'  interest in the Income  Account  shall be
withdrawn  from the Income  Account of the Trust to the  extent  available.  The
balance paid on any redemption shall be withdrawn from the Principal  Account of
the Trust to the  extent  that funds are  available  for such  purpose.  If such
available  balance  shall be  insufficient,  the Trustee  shall sell such of the
Securities  held in the Trust as are currently  designated  for such purposes by
the Depositor as the Trustee in its sole discretion  shall deem  necessary.  The
sale of  Securities  shall be effected in the manner set forth in Section  3.08.
The Depositor  shall maintain with the Trustee a current list of Securities held
in the Trust designated to be sold for the purpose of redemption of Units of the
Trust,  and for payment of expenses  hereunder,  provided  that if the Depositor
shall for any reason  fail to maintain  such a list,  the  Trustee,  in its sole
discretion,  may designate a current list of Securities for such  purposes.  The
net proceeds of any sales of Securities  from such list  representing  principal
shall be credited to the Principal Account of the Trust.

     The Depositor  shall maintain with the Trustee a current list of Securities
held in the Trust  designated to be sold for the purpose of  satisfying  amounts
for the payment of cash equivalent to the value of fractional  shares;  provided
that if the  Depositor  shall for any reason fail to maintain  such a list,  the
Trustee, in its sole discretion,  may designate a current list of Securities for
such purposes.  The net proceeds of any sales of Securities from such list shall
be credited to the  Principal  Account of the Trust and paid  therefrom,  to the
extent  necessary  in  accordance  with this Section and  otherwise  distributed
pursuant to this  Indenture.  The Trustee shall not be liable or  responsible in
any way for depreciation or loss incurred by reason of any sale or sales made in
accordance with this Section 5.02.

     The  portion  of the  Redemption  Distribution  which  represents  the Unit
Holder's  interest  in the Income  Account  shall be  withdrawn  from the Income
Account to the extent available.  The balance paid on any redemption,  including
dividends  receiv-

<PAGE>

                                      -27-


able on  stocks  trading  ex  dividend,  if any,  shall  be  withdrawn  from the
Principal  Account to the extent that funds are available  for such purpose.  If
such available  balance shall be  insufficient,  the Trustee shall advance funds
sufficient  to pay such  amount  to the Unit  Holder  and shall be  entitled  to
reimbursement  of such  advance  upon the  deposit of  additional  monies in the
Income Account or Principal Account, whichever happens first. Should any amounts
so  advanced   with  respect  to  declared  but   unreceived   dividends   prove
uncollectable because of default in payment of such dividends, the Trustee shall
have the right  immediately  to liquidate  Securities  in amount  sufficient  to
reimburse itself for such advances,  without  interest.  In the event that funds
are  withdrawn  from the  Principal  Account  for  payment of any portion of the
Redemption  Distribution  representing dividends receivable on stocks trading ex
dividend,  the Principal  Account shall be reimbursed when sufficient  funds are
next available in the Income Account for such funds so applied.

     The  Trustee  may in its  discretion,  and shall  when so  directed  by the
Depositor,  suspend the right of  redemption  or postpone the date of payment of
the Redemption  Distribution for more than seven calendar days following the day
on which tender for  redemption  is made (1) for any period during which the New
York Stock Exchange is closed other than customary  weekend and holiday closings
or during which trading on the New York Stock  Exchange is  restricted;  (2) for
any period during which an emergency exists as a result of which disposal by the
Trust of the  Securities is not  reasonably  practicable or it is not reasonably
practicable  fairly  to  determine  in  accordance  herewith  the  value  of the
Securities;  or (3)  for  such  other  period  as the  Securities  and  Exchange
Commission may by order permit. The Trustee shall not be liable to any person or
in any way for any loss or damage which may result from any such  suspension  or
postponement.

     Not later than the close of business  on the day any Unit is  tendered  for
redemption by a Unit Holder other than the  Depositor,  the Trustee shall notify
the  Depositor of such tender.  The  Depositor  shall have the right to purchase
such Unit by  notifying  the Trustee of its  election  to make such  purchase no
later than the close of business on the Tender Day. Such purchase  shall be made
by payment for such Unit by the  Depositor to the Unit Holder not later than the
close  of  business  on the  Redemption  Date of an  amount  not  less  than the
Redemption  Distribution which would otherwise be payable by the Trustee to such
Unit Holder.

<PAGE>

                                      -28-

     Any Unit so purchased by the  Depositor  may at the option of the Depositor
be tendered to the Trustee for  redemption at the corporate  trust office of the
Trustee in the manner provided in the first paragraph of this Section 5.02.

     The Trustee shall not be liable or responsible in any way for  depreciation
or loss incurred by reason of any sale or redemption of Securities made pursuant
to this Section 5.02.

     Section 5.03.  Redemption Upon  Termination:  Should the Trust terminate on
the   Termination   Date  specified  in  the  Reference   Trust  Agreement  (the
"Termination Date"), Securities will be distributed to the Distribution Agent as
agent for the Unit Holders as provided in Section 9.03(b)(i).  A Unit Holder may
notify the Distribution Agent in writing at least 3 days prior to the Evaluation
Time on the  Termination  Date as to whether  such Unit  Holder  desires:  1) to
receive  his pro rata share of the  Securities  in-kind;  2) to receive the cash
proceeds from the sale of his pro rata share of underlying Securities;  or 3) to
participate in the  reinvestment  program by investing his interest in the Trust
including  the  proceeds  from  the sale of his pro  rata  share  of  underlying
securities  in  units  of a new  trust.  Unit  Holders  who  do not  notify  the
Distribution  Agent of their  election  will receive cash from the sale of their
pro rata share of  underlying  securities  (Option  2).  Unit  Holders who elect
Options 2 or 3 will have  their  securities  sold and  distributed  or  invested
pursuant to Section 1.02(b) of the Distribution  Agency Agreement.  Unit Holders
may  elect to roll over  Securities  on a roll  over  date or  Termination  Date
pursuant to Section 1.02(c) of the Distribution Agency Agreement.

     A Unit Holder choosing in-kind  distribution will receive such distribution
on the first business day following the  Termination  Date subject to payment by
such  Unit  Holder  of any tax or  governmental  charges  which  may be  imposed
thereon.  This distribution shall consist of such Unit Holder's pro rata portion
of each of the  Securities in whole shares based on the number of Units owned as
of the Termination Date plus the Unit Holder's pro rata share of the balances in
the Income and  Principal  Accounts  distributed  to the  Distribution  Agent as
provided in Section 9.03 hereof (herein called the "Termination  Distribution").
In addition,  the Distribution  Agent shall distribute no later than the seventh
calendar day after the Termination  Date (or if such is not a Business Day, then
the first Business Day prior thereto), cash equal to the value of any fractional
shares  included in such Unit Holder's pro rata portion of the  Securities as of
the Termination Date.

<PAGE>

                                      -29-

     The  Depositor  shall  provide  the  Distribution  Agent  with  a  list  of
Securities held in the Trust designated to be sold for the purpose of satisfying
amounts  for the  payment  of cash  equal  to the  value of  fractional  shares;
provided that if the Depositor shall for any reason fail to provide such a list,
the  Distribution  Agent,  in its  sole  discretion,  may  designate  a list  of
Securities  for such  purposes.  The excess  proceeds of any sales of Securities
from such list shall be credited to the cash account to be distributed  pro rata
at the time of the  settlement of the last sale  pursuant to Section  1.02(b) of
the Distribution Agency Agreement.

     Notwithstanding  the option to reinvest the  proceeds in the next  National
Equity Trust series to be offered after the Termination Date (the "New Series"),
the Depositor may, in its sole  discretion at any time,  decide not to offer any
Series of the Trust in the future.  If the  Depositor so decides,  the Depositor
shall  notify the Trustee of that  decision,  and the Trustee  shall notify Unit
Holders  before  the  Termination  Date.  Moreover,   the  Trustee  may  in  its
discretion, and shall when so directed by the Depositor in writing, postpone the
Termination  Date (1) for any period during which the New York Stock Exchange is
closed other than  customary  weekend and holiday  closings;  (2) for any period
during which (as determined by the  Securities and Exchange  Commission by rule,
regulation or order) (i) trading on the New York Stock Exchange is restricted or
(ii) an  emergency  exists  as a result  of which  disposal  by the Trust of the
Securities is not reasonably  practicable  or it is not  reasonably  practicable
fairly to determine in accordance  herewith the value of the  Securities for the
purposes  of any  Trust  Evaluation;  or  (3)  for  such  other  periods  as the
Securities and Exchange Commission may by order permit.

     Section 5.04. Transfer of Units: Units may be transferred by the registered
Unit Holder thereof by presentation of transfer  instructions,  at the principal
office of the Trustee  accompanied by such documents  executed by the registered
Unit  Holder or his  authorized  attorney  as the  Trustee  deems  necessary  to
evidence the authority of the person making such transfer.  The Trustee may deem
and treat the person in whose name any Unit shall be  registered  upon the books
of the  Trustee  as the owner of such Unit for all  purposes  hereunder  and the
Trustee shall not be affected by any notice to the contrary.  The transfer books
maintained  by the Trustee for the purposes of this Section 5.04 shall be closed
in connection with the termination of the Trust pursuant to Section 9.03 hereof.

<PAGE>

                                      -30-

     A sum sufficient to cover any tax or other governmental  charge that may be
imposed in  connection  with any such transfer  shall be paid to the Trustee.  A
Unit Holder may be required to pay $2 (or such other  amount as may be specified
by the Trustee and approved by the Depositor) on any such transfer.

     The Trustee may also adopt other  reasonable  rules and regulations for the
transfer, tender and redemption of Units.


                                   ARTICLE VI

                                     TRUSTEE


     Section  6.01.  General  Definition  of Trustee's  Liabilities,  Rights and
Duties: In addition to and notwithstanding the other duties, rights,  privileges
and  liabilities of the Trustee as otherwise set forth,  the  liabilities of the
Trustee are further defined as follows:

     (a) all monies deposited with or received by the Trustee hereunder shall be
held by it without  interest in trust as part of the Trust until  required to be
disbursed in accordance  with the  provisions of this  Indenture and such monies
will be segregated by separate recordation on the trust ledger of the Trustee so
long as such practice  preserves a valid  preference under applicable law, or if
such preference is not so preserved the Trustee shall handle such monies in such
other manner as shall  constitute the  segregation  and holding thereof in trust
within the meaning of the Investment Company Act of 1940;

     (b) the Trustee  shall be under no  liability  for any action taken in good
faith on any appraisal, paper, order, list, demand, request, consent, affidavit,
notice, opinion, direction,  evaluation,  endorsement,  assignment,  resolution,
draft or other  document  whether or not of the same kind prima  facie  properly
executed, or for the disposition of monies, Securities or Units pursuant to this
Indenture,  or in respect of any  evaluation  which it is required to make or is
required or permitted to have made by others under this  Indenture or otherwise,
except by reason of its own wilful  misfeasance,  bad faith or negligence in the
performance  of its  duties  or by  reason  of  its  reckless  disregard  of its
obligations  and duties  hereunder.  The parties  hereto may construe any of the
provisions of this

<PAGE>

                                      -31-


Indenture,  insofar as the same may appear to be ambiguous or inconsistent  with
any other provisions  hereof which  construction  shall be binding upon the Unit
Holders and the parties hereto.  The Trustee shall be under no liability for any
construction of any such provisions hereof;

     (c) the Trustee shall not be responsible  for or in respect of the recitals
herein,  the validity or  sufficiency of this Indenture or for the due execution
hereof by the Depositor or for the form,  character,  genuineness,  sufficiency,
value or validity of any Securities, and the Trustee shall in no event assume or
incur any  liability,  duty or  obligation  to any Unit Holder or the  Depositor
other  than  as  expressly  provided  for  herein.  The  Trustee  shall  not  be
responsible  for or in respect of the validity of any signatures by or on behalf
of the Depositor;

     (d) the Trustee  shall be under no  obligation  to appear in,  prosecute or
defend any action  which in its opinion may involve it in expense or  liability,
unless  as  often as  required  by the  Trustee,  it  shall  be  furnished  with
reasonable  security and indemnity  against such expense or  liability,  and any
pecuniary  cost to the Trustee from such action shall be  deductible  from and a
charge  against the Income and Principal  Accounts of the Trust.  Subject to the
foregoing,  the Trustee shall in its discretion  undertake such action as it may
deem  necessary  at any and all times to  protect  the Trust and the  rights and
interest of the Unit Holders pursuant to the terms of this Indenture,  provided,
however,  that  the  expenses  and  costs  of  such  actions,   undertakings  or
proceedings  shall be  reimbursable to the Trustee from the Income and Principal
Accounts,  and the payment of such costs and expenses shall be secured by a lien
on the Trust prior to the interests of the Unit Holders;

     (e) the Trustee may employ agents, attorneys,  accountants and auditors and
shall not be  answerable  for the  default  or  misconduct  of any such  agents,
attorneys,  accountants  or auditors if such agents,  attorneys,  accountants or
auditors shall have been selected with reasonable care; provided,  however, that
if the Trustee chooses to employ the Depository Trust Company in connection with
the storage and handling of, and the  furnishing of  administrative  services in
connection with the  Securities,  the Trustee will be answerable for any default
or  misconduct of the  Depository  Trust Company and its employees and agents as
fully and to the same extent as if such default or mis-

<PAGE>

                                      -32-


conduct had been  committed or occasioned  by the Trustee.  The Trustee shall be
fully  protected  in respect  of any  action  under  this  Indenture  taken,  or
suffered,  in good faith by the Trustee,  in accordance  with the opinion of its
counsel.  The  accounts of the Trust shall be audited not less  frequently  than
annually by independent  certified  public  accountants  designated from time to
time by the Depositor, and the reports of such accountants shall be furnished by
the Trustee to Unit Holders upon request.  The fees and expenses charged by such
agents,  attorneys,  accountants or auditors shall  constitute an expense of the
Trust  reimbursable  from the  Interest and  Principal  Accounts as set forth in
Section 6.04 hereof;

     (f) if the Depositor shall resign pursuant to Section 8.04  hereof or shall
fail to  undertake  or  perform  any of the  duties  which by the  terms of this
Indenture  are required by it to be  undertaken or performed or if the Depositor
shall be dissolved or become incapable of acting or shall be adjudged a bankrupt
or insolvent,  or a receiver of the property of the Depositor shall be appointed
or any public  officer  shall take  charge or  control of the  Depositor  or its
property  or  affairs  for  the  purpose  of  rehabilitation,   conservation  or
liquidation,  then in any such case,  the Trustee  may:  (1) appoint a successor
depositor  meeting the  qualifications  set forth in Section  8.03 who shall act
hereunder in all respects in place of the  Depositor  which  successor  shall be
satisfactory to the Trustee, and which may be compensated at rates deemed by the
Trustee to be reasonable under the  circumstances,  by deduction from the Income
Account of the Trust or, to the extent funds are not  available in such Account,
from the  Principal  Account  of the Trust but no such  deduction  shall be made
exceeding such reasonable  amount as the Securities and Exchange  Commission may
prescribe in accordance with Section  26(a)(2)(C) of the Investment  Company Act
of 1940,  or (2)  terminate  this  Indenture  and the trust  created  hereby and
liquidate  the  Trust  in the  manner  provided  in  Section  9.03 or (3) act as
Depositor itself without terminating the Trust;

     (g) if the  value of the Trust as shown by any  Trust  Evaluation  shall be
less than 40% of the value of the  Securities in the Trust  determined as of the
date on which the most recent deposit of Securities occurred, the Trustee may in
its  discretion,  and shall if so  directed  by the  Depositor,  terminate  this
Indenture and the trust created

<PAGE>

                                      -33-

hereby and liquidate the Trust all in the manner provided in Section 9.03;

     (h) the Trustee is authorized and  empowered,  at the request and direction
of the  Depositor,  to  execute  and file on  behalf  of the  Trust  any and all
documents,  in connection  with  consents to service of process,  required to be
filed under the  securities  laws of the  various  States in order to permit the
sale of Units of the Trust in such States by the Depositor;

     (i) in no  event  shall  the  Trustee  be  liable  for any  taxes  or other
governmental  charges  imposed upon or in respect of the  Securities or upon the
dividends  thereon or upon it as Trustee  hereunder or upon or in respect of the
Trust  which it may be  required  to pay under any  present or future law of the
United States of America or of any other taxing authority having jurisdiction in
the  premises.  For all such taxes and charges and for any  expenses,  including
counsel fees,  which the Trustee may sustain or incur with respect to such taxes
or charges,  the Trustee shall be reimbursed and  indemnified out of the Reserve
Account and/or the Income and Principal  Accounts of the Trust,  and the payment
of such  amounts so paid by the Trustee  shall be secured by a lien on the Trust
prior to the interests of the Unit Holders.

     The Depositor shall, upon request by the Trustee,  provide the Trustee with
a current list of Securities designated to be sold for the purpose of payment of
expenses hereunder,  provided that if the Depositor shall for any reason fail to
provide  such a list,  the  Trustee,  in its sole  discretion,  may  designate a
current list of Securities for such purposes. The net proceeds of any such sales
of Securities  from such list  representing  principal  shall be credited to the
Principal Account.

     (j) the trustee except by reason of its own negligence, bad faith or wilful
misconduct  shall not be liable for any action taken,  omitted or suffered to be
taken by it in good  faith and  believed  by it to be  authorized  or within the
discretion or rights or powers conferred upon it by this Indenture;

     (k) so long as shall be required by  Section 26(a)(2)(C)  of the Investment
Company Act of 1940, no payment to the Depositor or to any principal underwriter
(as  defined  in such  Act) for the  Trust or to any  affili-

<PAGE>

                                      -34-


ated person (as so defined) or agent of the Depositor or such underwriter  shall
be allowed  the  Trustee as an expense  except for payment not in excess of such
reasonable  amounts  as  compensation  for  performing   bookkeeping  and  other
administrative services of a character normally performed by the Trustee itself;

     (l) the Trustee in its individual or any other capacity may become an owner
or pledgee of, or be an  underwriter  or dealer in respect of,  common stock and
other  securities  issued by the same issuer (or an affiliate of such issuer) of
any of the  Securities  at any time  held as part of the Trust and may deal with
such  common  stock or other  securities  in any manner with the same rights and
powers as if it were not the Trustee hereunder;

     (m) the Trust may include a letter or letters of credit for the purchase of
Securities  or  Contract  Securities  issued by the  Trustee  in its  individual
capacity for the account of the  Depositor  and the Trustee may  otherwise  deal
with the  Depositor  and the Trust with the same rights and powers as if it were
not the Trustee hereunder; and

     (n) the  Trustee  may  grant  a  security  interest  in the  Securities  in
connection  with the Purchase  Rights and Additional  Purchase  Rights  provided
however that the Unit Holders will have the benefits of the  Securities and will
be prior in right with respect to the security interest.

     Section  6.02.  Books,  Records and Reports:  The Trustee shall keep proper
books of record and account of all the  transactions  under this  Indenture  and
keep a register  described in Section 2.06 at its corporate  trust  office,  and
such books,  records and register shall be open to inspection by any Unit Holder
at all reasonable times during the usual business hours.

     The  Trustee  shall make such  annual or other  reports as may from time to
time be  required  under any  applicable  state or  federal  statute  or rule or
regulation thereunder and such other tax and cost basis reports requested by the
Depositor and the Trustee shall, upon the request of a Unit Holder, provide such
Unit Holder and such Unit Holder's designated representative with the cost basis
of the Securities  backing the Unit Holder's Units and a calculation of the gain
or  loss on such  Securities  in the  case of  Unit  Holders  of  record  on the
Termination Date.

<PAGE>

                                      -35-

     Section 6.03.  Indenture and List of Securities on File:  The Trustee shall
keep a certified  copy or duplicate  original of this  Indenture  (including the
Reference Trust  Agreement) on file at its corporate trust office  available for
inspection at all  reasonable  times during the usual business hours by any Unit
Holder, together with a current list of the Securities.

     Section 6.04.  Compensation of Trustee:  For services  performed under this
Indenture the Trustee shall be paid an annual fee in an amount set forth in Part
II of  the  Reference  Trust  Agreement.  Such  compensation  shall  be  payable
quarterly in an amount equal to one-fourth of the estimated annual  compensation
of the  Trustee and shall be  computed  on the basis of the  greatest  amount of
Units in the Trust at any time  during  the  period  with  respect to which such
compensation  is being  computed.  The  Trustee may from time to time adjust its
compensation as set forth above; provided, however, that total adjustment upward
does not, at the time of such  adjustment,  exceed the  percentage  of the total
increase,  after the date hereof, in consumer prices for services as measured by
the United  States  Department  of Labor  Consumer  Price  Index  entitled  "All
Services Less Rent" or, if such Index is no longer published, in a similar index
as determined by the Trustee and Depositor.  Further provided, however, that the
right of the Trustee to increase  its fees shall not be  cumulative  and, if not
exercised by the Trustee for any calendar year,  shall be deemed waived for such
calendar  year.  No exercise of its right to such  increase  shall be  effective
unless made by the Trustee by means of notification  to the Depositor  within 60
days following the publication of the annual consumer price information referred
to above.  The consent or  concurrence  of any Unit Holder shall not be required
for any such  adjustment  or  increase.  Such  compensation  shall be  deemed to
provide only for the usual  normal and proper  functions  undertaken  as Trustee
pursuant to this  Indenture  and, in  addition,  the Trustee may charge,  to the
extent then lawful,  the Income and Principal  Accounts of the Trust for any and
all expenses  including  legal,  auditing and printing  expenses of  maintaining
registration  or  qualification  of the Units and/or the Trust under  Federal or
state  securities  laws  subsequent  to  initial  registration  so  long  as the
Depositor  is  maintaining  a market  for the  Units and  including  the fees of
counsel which may be retained by the Trustee in connection  with its  activities
hereunder,  and disbursements incurred hereunder and additional compensation for
any extraordinary  services performed by the Trustee  hereunder.  In addition to
the foregoing  compensation,  as part of the Trustee's compensation for ordinary
services  performed under this

<PAGE>

                                      -36-

Indenture, the Trustee shall be entitled to the benefits to the Trustee that may
result from  reasonable  cash  balances in the Income  Account and the Principal
Account.  The Trustee shall be indemnified and held harmless against any loss or
liability accruing to it without  negligence,  bad faith or wilful misconduct on
its part,  arising out of or in connection with the acceptance or administration
of this Trust,  including  the costs and expenses  (including  counsel  fees) of
defending  itself  against any claim of liability in the premises and  including
any loss,  liability or expense incurred in acting pursuant to directions to the
Trustee  given  by the  Depositor  from  time  to time in  accordance  with  the
provisions of this Indenture or in  undertaking  actions from time to time which
the  Trustee  deems  necessary  in its  discretion  to protect the Trust and the
rights  and  interests  of  Unit  Holders  pursuant  to the  provisions  of this
Indenture.  If the cash balances in the Income and Principal  Accounts  shall be
insufficient  to provide for amounts  payable  pursuant to this Section 6.04 the
Trustee  shall have the power to sell (i)  Securities  from the current  list of
Securities  designated to be sold pursuant to Section 5.02 hereof, or (ii) if no
such Securities have been so designated,  such Securities as the Trustee may see
fit to sell in its own discretion, and to apply the proceeds of any such sale in
payment of the amounts payable  pursuant to this Section 6.04. The Trustee shall
promptly  notify the  Depositor  of such  action in writing  and shall set forth
therein the Securities  sold and the proceeds  received  therefrom.  The Trustee
shall not be liable or responsible in any way for  depreciation or loss incurred
by reason of any sale of  Securities  made  pursuant to this Section  6.04.  Any
monies payable to the Trustee  pursuant to this Section shall be secured by lien
on the Trust prior to the interests of the Unit Holders.

     Section 6.05. Removal and Resignation of Trustee;  Successor: The following
provisions  shall provide for the removal and resignation of the Trustee and the
appointment of any successor trustee:

     (a) the Trustee or any trustee or trustees  hereafter  appointed may resign
and be  discharged  of the trusts  created by this  Indenture,  by  executing an
instrument in writing resigning as Trustee of the Trust and filing the same with
the Depositor and mailing a copy of a notice of  resignation to all Unit Holders
then of  record,  not less than sixty days  before  the date  specified  in such
instrument when, subject to Section 6.05(e), such resignation is to take effect.
Upon receiving such notice of resignation,  the Depositor shall promptly appoint
a  successor

<PAGE>

                                      -37-


trustee as hereinafter provided, by written instrument,  in duplicate,  one copy
of  which  shall  be  delivered  to the  resigning  Trustee  and one copy to the
successor trustee.  If at any time the Trustee shall become incapable of acting,
or shall have an order of relief  entered  with  respect to it, or a receiver of
the Trustee or of its property  shall be appointed,  or any public officer shall
take  charge or control of the  Trustee or of its  property  or affairs  for the
purposes  of   rehabilitation,   conservation  or  liquidation,   or,  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 then in any such case the  Depositor may remove the Trustee and appoint a
successor trustee by written instrument,  in duplicate,  one copy of which shall
be  delivered to the Trustee so removed and one copy to the  successor  trustee;
provided that a notice of such removal and  appointment  of a successor  trustee
shall be mailed by the Depositor to each Unit Holder then of record;

     (b) any successor  trustee appointed  hereunder shall execute,  acknowledge
and deliver to the Depositor and to the retiring Trustee an instrument accepting
such appointment hereunder,  and such successor trustee without any further act,
deed or conveyance shall become vested with all the rights,  powers,  duties and
obligations of its  predecessor  hereunder with the like effect as if originally
named Trustee  herein and shall be bound by all the terms and conditions of this
Indenture.  Upon the request of such  successor  trustee,  the retiring  Trustee
shall,  upon  payment of any  amounts due the  retiring  Trustee,  or  provision
therefor to the  satisfaction of such retiring  Trustee,  execute and deliver an
instrument  acknowledged by it  transferring  to such successor  trustee all the
rights  and powers of the  retiring  Trustee;  and the  retiring  Trustee  shall
transfer,  deliver  and pay over to the  successor  trustee all  Securities  and
monies at the time held by it hereunder, together with all necessary instruments
of transfer and assignment or other  documents  properly  executed  necessary to
effect such transfer and such of the records or copies thereof maintained by the
retiring  Trustee  in the  administration  hereof  as may  be  requested  by the
successor  trustee,  and shall  thereupon  be  discharged  from all  duties  and
responsibilities under this Indenture. The retiring Trustee shall, nevertheless,
retain a lien

<PAGE>

                                      -38-



upon all  Securities  and monies at the time held by it  hereunder to secure any
amounts then due the retiring Trustee;

     (c) in case at any time the Trustee  shall resign and no successor  trustee
shall have been appointed or, if appointed,  shall not have accepted appointment
within  thirty  days  after  notice  of  resignation  has been  received  by the
Depositor,  the  retiring  Trustee may  forthwith  apply to a court of competent
jurisdiction  for  the  appointment  of a  successor  trustee.  Such  court  may
thereupon,  after such  notice,  if any,  as it may deem  proper and  prescribe,
appoint a successor trustee;

     (d) any corporation into which any Trustee  hereunder may be merged or with
which it may be  consolidated,  or any corporation  resulting from any merger or
consolidation  to  which  any  Trustee  hereunder  shall  be  a  party,  or  any
corporation  succeeding  to all or  substantially  all  of the  business  of the
Trustee  shall  be the  successor  trustee  under  this  Indenture  without  the
execution  or filing of any paper,  instrument  or further act to be done on the
part of the parties hereto; anything herein or in any agreement relating to such
merger or  consolidation,  by which any such trustee may seek to retain  certain
powers,  rights  and  privileges  theretofore  obtaining  for any period of time
following such merger or consolidation, to the contrary notwithstanding; and

     (e)  any  resignation  or  removal  of the  Trustee  and  appointment  of a
successor  trustee  pursuant to this Section  shall become  effective  only upon
acceptance of appointment by the successor trustee as provided in subsection (b)
hereof.

     Section 6.06.  Qualification of Trustee: The Trustee shall be a corporation
organized  and doing  business  under the laws of the United States or any state
thereof which is authorized  under such laws to exercise  corporate trust powers
and having at all times an aggregate capital,  surplus, and undivided profits of
not less than $5,O0O,000.

     Section 6.07. Trustee's Response to Inquiries: The Trustee shall deliver to
the  Depositor a copy of any written  response  to any  non-routine  question or
request at least one day before sending the response.

<PAGE>

                                      -39-

     Section 6.08. Waiver of Liens: No lien, encumbrance or priority in favor of
the  Trustee  against  the assets of the Trust will  affect such assets or their
proceeds  after such assets or proceeds  have been  distributed  or paid to Unit
Holders or to the  Distribution  Agent on their behalf  pursuant to the terms of
the Indenture and upon any such  distribution any lien,  encumbrance or priority
previously  attaching to such assets or their proceeds shall without any further
action  on the part of the  Trustee  be  automatically  thereupon  released  and
relinquished by the Trustee.


                                   ARTICLE VII

                             RIGHTS OF UNIT HOLDERS


     Section 7.01.  Beneficiaries  of Trust:  By the purchase and  acceptance or
other  lawful  delivery  and  acceptance  of a Unit of the Trust the Unit Holder
shall be deemed to be a  beneficiary  of such Trust and vested  with all rights,
title  and  interest  in the  Trust to the  extent  of the Unit or Units  owned,
subject to the terms and conditions of this Indenture.

     Section 7.02. Rights, Terms and Conditions: In addition to the other rights
and powers set forth in the other  provisions  and  conditions of this Indenture
the Unit Holders shall have the following rights and powers and shall be subject
to the following terms and conditions:

     (a) a Unit Holder may at any time on any  Business  Day redeem his Units in
accordance with Section 5.02;

     (b) the  death or  incapacity  of any Unit  Holder  shall  not  operate  to
terminate this Indenture or the Trust, nor entitle his legal  representatives or
heirs to claim an  accounting  or to take any action or  proceeding in any court
for a partition  or winding up of the Trust,  nor  otherwise  affect the rights,
obligations  and  liabilities  of the parties  hereto or any of them.  Each Unit
Holder  expressly  waives  any right he may have  under any rule of law,  or the
provisions of any statute,  or otherwise,  to require the Trustee at any time to
account,  in any manner other than as expressly  provided in this Indenture,  in
respect of the Securities or monies from time to time received, held and applied
by the Trustee hereunder; and

<PAGE>

                                      -40-

     (c) no Unit Holder shall have any right to vote or in any manner  otherwise
control the operation and  management of the Trust,  or the  obligations  of the
parties  hereto,  nor shall  anything  herein  set forth be  construed  so as to
constitute  the Unit  Holders  from time to time as  partners  or members of any
association;  nor shall any Unit Holder ever be under any liability to any third
persons by reason of any action taken by the parties to this  Indenture,  or any
other cause whatsoever.


                                  ARTICLE VIII

                                    DEPOSITOR


     Section  8.01.  Liabilities;  Power  of  Attorney:  The  Depositor,  or the
Depositors  if there be more than one,  shall be severally  liable in accordance
herewith  for the  obligations  imposed  upon and  undertaken  by the  Depositor
hereunder,  provided, however, that, without in any way affecting or diminishing
such several  liability,  each Depositor of the Trust shall  indemnify the other
Depositors thereof and hold such other Depositors  harmless from and against any
and all costs,  expenses and liabilities  (including attorneys' fees) which such
other  Depositors  may suffer or incur as a result of or by reason of any act or
failure to act hereunder on the part of the indemnifying Depositor. At all times
prior to the  termination  of the Trust and while the  Depositors  thereof shall
continue to act jointly  hereunder,  there shall be  maintained on file with the
Trustee a power of  attorney  executed  in favor of one  Depositor  by the other
Depositors  constituting and appointing the non-executing Depositor the true and
lawful agent and  attorney-in-fact  of the  executing  Depositors to execute and
deliver  for and on  behalf of the  executing  Depositors  any and all  notices,
opinions,  certificates,  lists,  demands,  directions,  instruments,  or  other
documents  provided or permitted  to be executed or delivered by the  Depositors
hereunder  in  connection  with the Trust or to take any other action in respect
hereof.  Such power of attorney  shall  continue  in effect as to the  executing
Depositors  until written  notice of  revocation  thereof has been given by such
executing  Depositors  to the  Trustee.  Prior  to  receipt  of such  notice  of
revocation the Trustee shall be entitled to rely conclusively upon such power of
attorney as authorizing the non-executing Depositor to give any notice, opinion,
certificate, list, demand, direction,  instrument or other document provided for
or permitted  hereunder or to take

<PAGE>

                                      -41-


any other action in respect  hereof on behalf of the executing  Depositors as to
which such power of attorney is in effect.

     Section 8.02. Discharge: If there be more than one Depositor, the following
provisions  shall  provide for the discharge of a Depositor and the liability of
the Depositors in the event of the discharge of a Depositor:

     (a) in the event that any Depositor  shall fail to undertake or perform any
of the duties  which by the terms of this  Agreement  are  required  by it to be
undertaken or performed and such failure shall continue for 30 days after notice
to the Depositors from the Trustee or if any Depositor shall become incapable of
acting  or shall  have an order of  relief  entered  with  respect  to it,  or a
receiver  of the  property of any  Depositor  shall be  appointed  or any public
officer shall take charge or control of any Depositor or its property or affairs
for the  purpose  of  rehabilitation,  conservation  or  liquidation,  then such
Depositor shall  forthwith be and shall be deemed to be discharged  forever as a
Depositor  hereunder and thereupon the remaining  Depositors shall act hereunder
without the necessity of any other or further  action on its part or on the part
of the Trustee;

     (b) in the event that the power of  attorney  referred  to in Section  8.01
shall be revoked by written notice given by an executing  Depositor and it shall
not be replaced within one business day by another power of attorney  conforming
with the requirements of said Section 8.01, the Depositors of the Trust shall be
deemed to have been unable to reach agreement with respect to action to be taken
jointly  by them  hereunder  in  connection  with the  Trust and  thereupon  the
Depositor  which has  revoked  the  power of  attorney  executed  by it shall be
discharged  hereunder  upon the  expiration of such one-day period and thereupon
the other Depositors shall act thereunder  without the necessity of any other or
further action on their part or on the part of the Trustee; and

     (c) notwithstanding the discharge of a Depositor of the Trust in accordance
with this Section  8.02,  such  Depositor  shall  continue to be fully liable in
accordance  with the  provisions  hereof in respect of action taken or refrained
from under this Agreement by the Depositors before the date of such discharge or
by the undischarged  Depositors  before or after the date of such discharge,  as

<PAGE>

                                      -42-

fully and to the same extent as if no discharge has occurred.

     Section 8.03. Successors:  The covenants,  provisions and agreements herein
contained shall in every case be binding upon any successor or successors to any
Depositor and shall be binding upon the General  Partners of any Depositor which
may be a partnership  and upon the capital  interest of the limited  partners of
any Depositor which may be a partnership. In the event of the death, resignation
or withdrawal of any partner of any Depositor  which may be a  partnership,  the
partner so dying,  resigning  or  withdrawing  shall be  relieved of all further
liability hereunder if at the time of such death, resignation or withdrawal such
Depositor  maintains  a net  worth  (determined  in  accordance  with  generally
accepted  accounting  principles)  of at least  $1,000,000.  In the  event of an
assignment  by any  Depositor  to a  successor  corporation  or  partnership  as
permitted by the next following sentence,  such Depositor and, if such Depositor
is a partnership,  its partners shall be relieved of all further liability under
this  Indenture.  Any  Depositor  may transfer all or  substantially  all of its
assets to a  corporation  or  partnership  which carries on the business of such
Depositor,  if at the time of such transfer such  successor duly assumes all the
obligations of such Depositor under this Indenture.

     Section 8.04. Resignation:  If at any time any Depositor of the Trust shall
desire to resign its position as such a Depositor  hereunder and if at such time
the other  Depositors  of the Trust each  maintains a net worth  (determined  in
accordance with generally accepted accounting principles) of at least $1,000,000
and is  agreeable  to such  resignation,  the  Depositor  desiring to resign may
resign by  delivering to the Trustee an  instrument  executed by such  resigning
Depositor and consented to by the remaining  Depositors  and upon such delivery,
the resigning Depositor shall be discharged and shall no longer be liable in any
manner hereunder except as to acts or omissions occurring prior to such delivery
and the remaining  Depositors shall thereupon perform all duties and be entitled
to all rights under the Agreement;  provided, however, that concurrently with or
subsequent  to such  resignation  the remaining  Depositors  and the Trustee may
appoint a new Depositor to act with the remaining  Depositors  and to assume the
duties of the  resigning  Depositor by an  instrument  executed by the remaining
Depositors,  the Trustee and the new Depositor or proceed as provided in Section
6.01(f).  Such new  Depositor  shall not be under any  liability  hereunder  for
occurrences  or  omissions  prior to the  effective  time of  execution  of such
instrument.

<PAGE>

                                      -43-

     Section 8.05. Additional Depositors:  The Depositor may at any time appoint
one or more corporations or partnerships to act as new Depositor, in addition to
those  currently  serving,  by an  instrument  executed by such  Depositor,  the
Trustee, and such corporations or partnerships;  provided,  however, that at the
time of such execution each new Depositor  maintains a net worth  (determined in
accordance  with  generally   accepted   accounting   principles)  of  at  least
$1,000,000.  Upon  such  execution,  a new  Depositor  shall be  deemed  to be a
depositor for all purposes under this Indenture,  and the covenants,  provisions
and  agreements  herein  contained  shall in every case be binding upon such new
Depositor  and  shall  be  binding  upon  the  General  Partner  of any such new
Depositor  which  may be a  partnership  and upon the  capital  interest  of the
limited partners of any such new Depositor which may be a partnership,  but such
new Depositor  shall not be liable  hereunder for occurrences or omissions prior
to the effective time of execution of such instrument.

     Section 8.06.  Exclusions from Liability:  The following provisions provide
for certain exclusions from the liability of the Depositor:

     (a) no Depositor shall be under any liability to any other  Depositor,  the
Trust or the Unit Holders  thereof,  for any action taken or for refraining from
the taking of any action in good faith pursuant to this Agreement, or for errors
in  judgment  or  liable  or  responsible  in any way for  depreciation  or loss
incurred  by  reason of the  acquisition  or sale of any  Securities;  provided,
however,  that this  provision  shall not  protect  the  Depositor  against  any
liability  to  which  it  would  otherwise  be  subject  by  reason  of  willful
misfeasance,  bad faith or gross  negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties hereunder. The
Depositor may rely in good faith on any paper, order, notice,  list,  affidavit,
receipt,  evaluation,  opinion,  endorsement,  assignment,  draft  or any  other
document of any kind prima facie properly executed and submitted to them, or any
of them,  by any  other  Depositor,  the  Trustee,  counsel  to an  issuer  of a
Security, or any other person. The Depositor shall in no event be deemed to have
assumed or incurred any liability, duty, or obligation to any Unit Holder or the
Trustee other than as expressly provided for herein;

     (b) the Depositor shall not be under any obligation to appear in, prosecute
or defend any legal action which

<PAGE>

                                      -44-

in its opinion may involve it in any expense or  liability;  provided,  however,
that the Depositor may in its discretion  undertake any such action which it may
deem  necessary  or desirable  in respect of this  Indenture  and the rights and
duties of the parties  hereto and the  interests of the Unit Holders  hereunder;
and

     (c) none of the provisions of this Indenture  shall be deemed to protect or
purport to protect the  Depositor  against any  liability to the Trust or to the
Unit Holders  thereof or to each other (if there is more than one  Depositor) to
which the Depositor would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of the duties of the Depositor,
or by reason of the Depositor's reckless disregard of the obligations and duties
of the Depositor under this Indenture.

     Section 8.07.  Compensation:  The Portfolio Supervisor shall receive at the
times  set  forth in  Section  3.05 as  compensation  for  performing  portfolio
supervisory  services,  such amounts,  and for such periods, as are specified in
the Reference Trust  Agreement.  The computation of such  compensation  shall be
made on the  basis of the  greatest  number  of  Units in the  Trust at any time
during which such compensation is being computed.  At no time, however, will the
total amount received by the Portfolio  Supervisor for services  rendered to all
series of the National  Equity Trust in any calendar  year exceed the  aggregate
cost  to it of  supplying  such  services  in such  year  except  to the  extent
permitted  by law.  Such rate may be  increased  from time to time,  without the
consent or approval of any Unit Holder or the Trustee,  by amounts not exceeding
the  proportionate  increase  during the period from the date of such  Reference
Trust  Agreement  to the  date of any  such  increase,  in  consumer  prices  as
published  either  under the  classification  "All  Services  Less  Rent" in the
Consumer Price Index  published by the United States  Department of Labor or, if
such Index is no longer published, a similar index.


                                   ARTICLE IX

                 ADDITIONAL COVENANTS; MISCELLANEOUS PROVISIONS


     Section  9.01.  Amendments  without  the  Consent  of  Unit  Holders:  This
Indenture  may be  amended  from  time to time by the  parties  hereto  or their
respective  successors,  without the

<PAGE>

                                      -45-

consent of any of the Unit  Holders (a) to cure any  ambiguity  or to correct or
supplement   any  provisions   contained   herein  which  may  be  defective  or
inconsistent  with any other  provisions  contained  herein;  (b) to change  any
provision hereof as may be required by the Securities and Exchange Commission or
any successor  governmental agency exercising similar authority;  or (c) to make
such other  provision  in regard to matters or  questions  arising  hereunder as
shall not adversely affect the interest of the Unit Holders;  provided, that the
Indenture  may also be amended  from time to time by the parties  hereto (or the
performance  of any of the  provisions of this Indenture may be waived) with the
consent  of Unit  Holders  evidencing  51% of the Units at the time  outstanding
under the Indenture  for the purpose of adding any  provisions to or changing in
any  manner  or  eliminating  any of the  provisions  of  this  Indenture  or of
modifying  in any  manner  the rights of the Unit  Holders;  provided,  further,
however,  that this Indenture  (including any Reference Trust Agreement) may not
be amended (nor may any  provision  thereof be waived) so as to (1) increase the
number of Units  issuable  in respect of the Trust  above the  aggregate  number
specified in Part II of the Reference  Trust  Agreement or such lesser amount as
may be outstanding at any time during the term of this Indenture,  except as the
result of the  deposit  of  Additional  Securities,  as herein  provided,  or as
otherwise  provided herein,  or reduce the relative interest in the Trust of any
Unit Holder without his consent, (2) permit the deposit or acquisition hereunder
of securities or other property either in addition to or in substitution for any
of the Securities  except in the manner  permitted by the Trust  Indenture as in
effect  on the  date of the  first  deposit  of  Securities  under a  particular
Indenture or permit the Trustee to engage in business or  investment  activities
not  specifically  authorized in this  Indenture as  originally  executed or (3)
adversely  affect  the  characterization  of the  Trust as a  grantor  trust for
federal income tax purposes.

     Section  9.02.  Notice of  Amendment:  Promptly  after the execution of any
amendment  the Trustee shall furnish  written  notification  of the substance of
such amendment to all Unit Holders then of record at their  addresses  appearing
on the registration books of the Trustee.

     Section 9.03.  Termination:  This  Indenture  and the Trust created  hereby
shall terminate upon the redemption,  sale or other disposition, as the case may
be, of the last Security held in the Trust hereunder unless sooner terminated as
hereinbefore  specified and may be terminated at any time by the written consent
of the Holders of Fifty One percent of the Units of

<PAGE>

                                      -46-

the Trust then outstanding; provided, that in no event shall this Trust continue
beyond  the  Termination  Date as set  forth in Part II of the  Reference  Trust
Agreement.  Written notice of any  termination  shall be given by the Trustee to
each Unit Holder of record at his address appearing on the registration books of
the Trustee.

     (a) Within a reasonable  period of time after  termination of the Trust the
Trustee shall  liquidate such  Securities as it shall deem necessary for payment
of Trust expenses and shall:

     (i)  deduct  from the Income  Account  of the Trust or, to the extent  that
funds are not available in such account, from the Principal Account of the Trust
and pay to itself  individually  an amount  equal to the sum of (1) its  accrued
compensation for its ordinary  recurring  services in connection with the Trust,
(2) any  compensation due it for its  extraordinary  services and (3) any costs,
expenses or indemnities in connection with the Trust as provided herein;

     (ii)  deduct  from the Income  Account or, to the extent that funds are not
available in such Account, from the Principal Account and pay accrued and unpaid
fees to the Depositor pursuant to Section 3.05;

     (iii)  deduct  from the Income  Account of the Trust or, to the extent that
funds are not  available  in such  Account,  from the  Principal  Account of the
Trust,  any amounts which may be required to be deposited in the Reserve Account
of  the  Trust  to  provide  for  payment  of  any  applicable  taxes  or  other
governmental  charges  and any  other  amounts  which  may be  required  to meet
expenses incurred under this Indenture in connection with the Trust;

     (b) (i) If the Trust shall  terminate on the  Termination  Date provided in
the  Reference  Trust  Agreement,  the Trustee  shall  distribute  the remaining
Securities in the Principal  Account plus the cash balances in the Principal and
Income Accounts to the  Distribution  Agent for  distribution in accordance with
the Distribution Agency Agreement.

     (ii) If the Trust  shall  terminate  on a date other  than the  Termination
Date,  the  Trustee  shall  fully  liquidate  the  remaining  Securities  in the
Principal  Account and shall  distribute  to each Unit Holder such Unit Holder's
pro rata in-

<PAGE>

                                      -47-

terest in the balance of the Income Account and Principal Account of the Trust.

     The amounts to be so distributed to each Unit Holder shall be that pro rata
share of the balance of the total Income and Principal  Accounts of the Trust as
shall be represented by the Units therein held by such Unit Holder.

     (c) Together with such  distribution to each Unit Holder as provided for in
(b) of this Section,  the Trustee shall furnish to each such Unit Holder a final
distribution statement as of the date of computation of the amount distributable
to Unit Holders,  setting forth the  information in  substantially  the form and
manner  provided  for in Section  3.06  hereof,  except  that,  with  respect to
distribution  made  pursuant  to  such  Paragraph  b(i) of  this  Section,  such
statement shall show the Securities delivered to the Distribution Agent.

     (d) The Trustee shall  distribute to each Unit Holder any dividends,  which
on the  Termination  Date were  declared,  but not received,  net of any and all
expenses not previously deducted, within a reasonable time of their receipt.

     The Trustee  shall be under no liability  with respect to monies held by it
in the Income,  Reserve and Principal  Accounts upon termination  except to hold
the same in trust without  interest  until  disposed of in  accordance  with the
terms of this Indenture.

     Section 9.04. Construction: This Indenture is executed and delivered in the
State of New York and all laws or  rules of  construction  of such  State  shall
govern  the  rights  of  the  parties  hereto  and  the  Unit  Holders  and  the
interpretation  of the  provisions  hereof.  Headings and titles  herein are for
convenience only and should not influence such interpretation.

     Section 9.05. Written Notice: Any notice, demand,  direction or instruction
to be given to the  Depositor  hereunder  shall be in writing  and shall be duly
given  if  mailed  or  delivered  to the  Depositor  c/o  Prudential  Investment
Management Services LLC, at 100 Mulberry Street,  Gateway Center Three,  Newark,
New Jersey 07102 or at such other address as shall be specified by the Depositor
to the other  parties  hereto  in  writing.  Any  notice to be given to the Unit
Holders  shall be duly given if mailed or  delivered  to each Unit Holder at the
address of such holder appearing on the registration  books of the Trustee.  Any
notice,  demand,  direction or instruction to be given to the Trustee  hereunder
shall be in writing and shall be given

<PAGE>

                                      -48-

if mailed or delivered to the Trustee at its office at 101 Barclay  Street,  New
York, New York 10286, or such other address as shall  reasonably be specified by
the Trustee in writing to the other parties hereto.

     Section  9.06.  Severability:   If  any  one  or  more  of  the  covenants,
agreements,  provisions or terms of this Indenture shall be held contrary to any
express  provision  of law or  contrary  to policy of  express  law,  though not
expressly  prohibited,  or  against  public  policy,  or  shall  for any  reason
whatsoever be held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants,  agreements,  provisions
or  terms  of  this  Indenture  and  shall  in no way  affect  the  validity  or
enforceability  of the other  provisions of this  Indenture or the rights of the
holders thereof.

     Section 9.07. Dissolution of Depositor Not To Terminate: The dissolution of
one or all of the Depositors (if more than one) from or for any cause whatsoever
shall not  operate  to  terminate  this  Indenture  insofar  as the  duties  and
obligations of the Trustee are concerned.

     Section 9.08. Name:  Depositor reserves the right to use the name "National
Equity Trust," with a distinguishing  series number or name, without the consent
of the Trustee.

     IN WITNESS  WHEREOF,  Prudential  Investment  Management  Services  LLC has
caused  this  Trust  Indenture  and  Agreement  to be  executed  by  one  of its
authorized  officers and its corporate seal to be hereto affixed and attested by
its  Secretary or Assistant  Secretary  and The Bank of New York has caused this
Trust  Indenture and  Agreement to be executed by one of its Vice  Presidents or
Assistant  Vice  Presidents  and its  corporate  seal to be hereto  affixed  and
attested by one of its Assistant  Secretaries  all as of the day, month and year
first above written.

<PAGE>

                        PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
                            (Depositor)




                        By:     _______________________________________________
                                Vice President



                       PRUDENTIAL SECURITIES INCORPORATED
                           (Portfolio Supervisor)




                        By:    ________________________________________________
                                Vice President


<PAGE>







                                            BANK OF NEW YORK,
                                            Trustee


                     By:
                                                   Assistant Vice President


(SEAL)


ATTEST:


By:
       Assistant Secretary



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


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

     GIVEN, under my hand and notarial seal this        day of           ,     .



                                              Notary Public

(SEAL)