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                                                         Executed in 6 Parts
                                                         Counterpart No. (   )

                              NATIONAL EQUITY TRUST

                          LOW FIVE PORTFOLIO SERIES 32

                            REFERENCE TRUST AGREEMENT

         This Reference Trust Agreement dated         , 2000 among Prudential
Securities Incorporated, as Depositor, and The Chase Manhattan Bank, as Trustee,
sets forth certain provisions in full and incorporates other provisions by
reference to the document entitled "National Equity Trust Low Five Portfolio
Series, Trust Indenture and Agreement" (the "Basic Agreement") dated April 25,
1995. 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 except that the Basic Agreement is hereby amended in the following
manner:

         A.   Article I, entitled "Definitions", paragraph 22, shall be amended
              as follows:

                    "Trustee shall mean the Chase Manhattan Bank, or any
                    successor trustee appointed as hereinafter provided."

         B.   Article II, entitled "Deposit of Securities; Acceptance of Trust",
              shall be amended as follows:

                    The second sentence of Section 2.03 Issue of Units shall be
                    amended by deleting the words "on any day on which the
                    Depositor is the only Unit Holder".


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

                  (i)      Section 3.01 Initial Costs shall be amended to
                           substitute the following language:

                           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


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                           reimbursable expenses of organizing the Trust and
                           sale of the Trust Units shall include the cost of the
                           initial preparation and typesetting 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.

                  (ii)     The third paragraph of Section 3.05 Distribution
                           shall be amended to add the following sentence at the
                           end thereof:

                           "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,
                           provided however, that no such distribution shall be
                           made if the assets of the Trust subsequent to such
                           distribution would not exceed any Deferred Sales
                           Charge payable and other trust expenses."

                  (iii)    The second to the last paragraph of Section 3.08 Sale
                           of Securities shall be amended to replace the word
                           "equal" with the following phrase: "be sufficient to
                           pay."


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         D.   Reference to United States Trust Company of New York in its
              capacity as Trustee is replaced by the Chase Manhattan Bank
              throughout the Basic Agreement.

         E.   Section 6.05 shall be amended to delete the clause "if the
              Depositor shall determine in good faith that there has occurred
              either (1) a material deterioration in the creditworthiness of the
              Trustee or (2) one or more negligent acts on the part of the
              Trustee having a materially adverse effect, either singly or in
              the aggregate, on the Trust or on one or more Trusts, such that
              the replacement of the Trustee is in the best interest of the
              Units Holders" and insert in place thereof "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"

                                    Part II.

                      SPECIAL TERMS AND CONDITIONS OF TRUST

               The following special terms and conditions are hereby agreed to:

               A.   The Trust is denominated National Equity Trust, Low Five
    Portfolio Series 32.

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

               C.   The contracts for the purchase of common stock listed in
    Schedule A hereto are those which, subject to the terms of this Indenture,
    have been or are to be deposited in Trust under this Indenture as of the
    date hereof.

               D.   The term "Depositor" shall mean Prudential Securities
    Incorporated.

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



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

               G.   The term "First Settlement Date" shall mean        , 2000.

               H.   The terms "Computation Day" and "Record Date" shall mean
    on the tenth day of               , 2000,        , 2000,        , 2000, and
               , 2001.

               I.   The term "Distribution Date" shall mean on the
    twenty-fifth day of             , 2000,           , 2000,           , 2000,
    and             , 2001.

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

               K.   The Trustee's Annual Fee shall be $ (per 1,000 Units)
    for 100,000,000 and above units outstanding; $0.80 (per 1,000 Units) for
    50,000,000 - 99,999,999 units outstanding; $0.86 (per 1,000 Units) for
    49,999,999 and below units outstanding. In calculating the Trustee's annual
    fee, the fee applicable to the number of units outstanding shall apply to
    all units outstanding.

               L.   The Depositor's Portfolio supervisory service fee shall
    be $         per 1,000 Units.

               [Signatures and acknowledgments on separate pages]