Executed in 6 Parts
                                             Counterpart No. (   )



                              NATIONAL EQUITY TRUST
             SHORT-TERM LOW FIVE COVERED WRITE OPTION TRUST SERIES 3
                            REFERENCE TRUST AGREEMENT



     This  Reference  Trust  Agreement  dated  ________,  2002 among  Prudential
Investment  Management  Services  LLC, as  Depositor,  The Bank of New York,  as
Trustee and Prudential  Securities  Incorporated,  as Portfolio  Supervisor 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 August 8, 2001. 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 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".


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                                      -2-


                                    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, Short-Term Low Five Covered
     Write Option Trust Series 3.

B.   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  subject to the Purchase
     Rights listed in Schedule A hereto.

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

D.   The  term  "Portfolio   Supervisor"   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.

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                        , 2002.

H.   The  term  "Distribution  Date"  shall  be as soon as  possible  after  the
     Termination Date to Unit Holders of record on the Termination Date.

I.   The term "Termination Date" shall mean          , 2002.

J.   The Trustee's Annual Fee shall be $    (per 1,000 Units).

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



               [Signatures and acknowledgments on separate pages]