Executed in 6 Parts
                                                           Counterpart No. (   )


                              NATIONAL EQUITY TRUST

                           LOW FIVE PORTFOLIO SERIES 46

                            REFERENCE TRUST AGREEMENT


     This  Reference  Trust  Agreement  dated  June 27,  2002 among  Prudential
Investment   Management  Services  LLC,  as  Depositor,   Prudential  Securities
Incorporated,  as Portfolio  Supervisor,  and The Bank of New York,  as Trustee,
sets forth  certain  provisions  in full and  incorporates  other  provisions by
reference to the document entitled  "National Equity Trust,  Trust Indenture and
Agreement"  (the "Basic  Agreement")  dated February 2, 2000. Such provisions as
are set  forth  in full  herein  and  such  provisions  as are  incorporated  by
reference constitute a single instrument (the "Indenture").

                                WITNESSETH THAT:


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

                                     Part I.


                     STANDARD TERMS AND CONDITIONS OF TRUST


     Subject to the provisions of Part II hereof,  all the provisions  contained
in the Basic  Agreement are herein  incorporated  by reference in their entirety
and  shall be deemed  to be a part of this  instrument  as fully and to the same
extent as though said provisions had been set forth in full in this instrument.

A.   Article I, entitled "Definitions," shall be amended as follows:

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

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

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

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

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

"References to Deferred Sales Charge in this Trust Indenture and Agreement shall
include any Creation and  Development  Fee  indicated  in the  prospectus  for a
Trust.  The  Creation  and  Development  Fee  shall be  payable  on each date so
designated  and in an amount  determined  as specified in the  prospectus  for a
Trust."

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

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

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

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


                      SPECIAL TERMS AND CONDITIONS OF TRUST


     The following special terms and conditions are hereby agreed to:

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A.   The Trust is denominated  National Equity Trust,  Low Five Portfolio Series
     46.

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

C.   The publicly  traded stocks  listed in  Schedule A  hereto are those which,
     subject to the terms of this Indenture, have been or are to be deposited in
     Trust under this Indenture as of the date hereof.

D.   The term "Depositor" shall mean Prudential  Investment  Management Services
     LLC.

E.   The  term  "Portfolio   Supervisor"   shall  mean   Prudential   Securities
     Incorporated.

F.   The aggregate number of Units referred to in Sections 2.03  and 9.01 of the
     Basic Agreement is 125,000 as of the date hereof.

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

H.   The term "First Settlement Date" shall mean July 3, 2002.

I.   The terms  "Computation  Day" and "Record Date" shall mean on the tenth day
     of October 2002, January 2003, April 2003 and July 2003.

J.   The term "Distribution Date" shall mean on the twenty-fifth day  of October
     2002, January 2003, April 2003 and July 2003.

K.   The term "Termination Date" shall mean August 5, 2003.

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

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

               [Signatures and acknowledgments on separate pages]

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