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                 MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
                      SELECT 5 INDUSTRIAL PORTFOLIO 2000-1
                            REFERENCE TRUST AGREEMENT

               This Reference Trust Agreement dated January 4, 2000 between DEAN
WITTER REYNOLDS INC., 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 "Sears Equity Investment Trust, Trust
Indenture and Agreement" dated January 22, 1991, as amended on March 16, 1993,
July 18, 1995 and December 30, 1997 (the "Basic Agreement"). 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:

                                       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, Section 1.01, paragraph (29) defining "Trustee"
                    shall be amended as follows:

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

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               B.   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.

               C.   Reference to "Dean Witter Select Equity Trust" is replaced
                    by "Morgan Stanley Dean Witter Select Equity Trust".

               D.   Section 3.01 is amended to substitute the following:

                    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

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               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.

                                       II.

                      SPECIAL TERMS AND CONDITIONS OF TRUST

               The following special terms and conditions are hereby agreed to:

               A.   The Trust is denominated Morgan Stanley Dean Witter Select
     Equity Trust Select 5 Industrial Portfolio 2000-1 (the "Select 5 Trust").

               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.

               C.   The term, "Depositor" shall mean Dean Witter Reynolds Inc.

               D.   The aggregate number of Units referred to in Sections 2.03
     and 9.01 of the Basic Agreement is 24,852 for the Select 5 Trust.

               E.   A Unit is hereby declared initially equal to 1/24,852th
     for the Select 5 Trust.

               F.   The term "In-Kind Distribution Date" shall mean
     February 8, 2001.

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               G.   The term  "Record  Dates" shall mean April 1, 2000,
     July 1, 2000, October 1, 2000, March 1, 2001 and such other date
     as the Depositor may direct.

               H.   The term "Distribution Dates" shall mean April 15, 2000,
     July 15, 2000, October 15, 2000 and on or about March 8, 2001
     and such other date as the Depositor may direct.

               I.   The term "Termination Date" shall mean March 1, 2001.

               J.   The Depositor's Annual Portfolio Supervision Fee shall be a
     maximum of $0.25 per 100 Units.

               K.   The Trustee's  annual fee as defined in Section 6.04 of the
     Indenture shall be $.90 per 100 Units if the greatest number of Units
     outstanding during the period is 10,000,000 or more; $.96 per 100 Units if
     the greatest number of Units outstanding during the period is between
     5,000,000 and 9,999,999; and $1.00 per 100 Units if the greatest number of
     Units outstanding during the period is 4,999,999 or less.

               L.   For a Unit Holder to receive an "in--kind" distribution
     during the life of the Trust, such Unit Holder must tender at least 25,000
     Units for redemption. There is no minimum amount of Units that a Unit
     Holder must tender in order to receive an "in-kind" distributionon the
     In-Kind Date or in connection with a rollover.

               M.   Paragraph (b)(ii) of Section 9.03 is amended to provide that
     the period during which the Trustee shall liquidate the Trust Securities
     shall not exceed 14 business days commencing on the first business day
     following the In-Kind Date.


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               (Signatures and acknowledgments on separate pages)






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               The Schedule of Portfolio Securities in the prospectus included
in this Registration Statement is hereby incorporated by reference herein as
Schedule A hereto.