EXHIBIT 4.(b)
Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
SHORT-TERM LOW FIVE COVERED WRITE OPTION TRUST SERIES 2
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated October 24, 2001 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 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.
(i) The first sentence of Section 9.05 - Written Notice shall be amended by
deleting the language "Prudential Securities Incorporated at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇" and replacing it with "Prudential
Investment Management LLC at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Center Three,
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇".
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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 2.
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 4,907,686 as of the date hereof.
F. A Unit of the Trust is hereby declared initially equal to 1/4,907,686th
of the Trust.
G. The term "First Settlement Date" shall mean October 30, 2001.
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 May 8, 2002.
J. The Trustee's Annual Fee shall be $1.10 (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]
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The Schedule of Portfolio Securities in Part A of the prospectus included in
this Registration Statement for National Equity Trust, Short-Term Low Five
Covered Write Option Trust Series 2 is hereby incorporated by reference herein
as Schedule A hereto.
