Exhibit 4.b

                                                             Executed in 6 Parts
                                                             Counterpart No. ( )

                              NATIONAL EQUITY TRUST

             SHORT-TERM LOW FIVE COVERED WRITE OPTION TRUST SERIES 6

                            REFERENCE TRUST AGREEMENT

            This Reference Trust Agreement dated December 4, 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 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 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".

<PAGE>
                                       -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 6.

            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 3,482,670 as of the date hereof.

            F. A Unit of the Trust is hereby declared initially equal to
      1/3,482,670th of the Trust.

            G. The term "First Settlement Date" shall mean December 10, 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 June 10, 2003.

            J. The Trustee's Annual Fee shall be $.90 (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]

<PAGE>
                                       -3-


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 6 is hereby incorporated by reference herein
as Schedule A hereto.

<PAGE>

                                            PRUDENTIAL INVESTMENT MANAGEMENT
                                            SERVICES LLC,
                                            (Depositor)

                                            By /s/ Richard R. Hoffmann
                                               ---------------------------------
                                                   Vice President

                                            PRUDENTIAL SECURITIES INCORPORATED
                                            (Portfolio Supervisor)

                                            By /s/ Richard R. Hoffmann
                                               ---------------------------------
                                                   Vice President

<PAGE>

                                            THE BANK OF NEW YORK
                                            Trustee

                                            By: /s/ Brian Aarons
                                               ---------------------------------
                                                    Title: Vice President

(SEAL)

ATTEST:

By: /s/ Dorothy Alencastro
    -----------------------------------
        Title: Assistant Vice President

STATE OF NEW YORK          )
                                            : ss.:
COUNTY OF NEW YORK         )

      I, Rudolf Reitmann, Jr., a Notary Public in and for the said County in the
state  aforesaid,  do hereby  certify that Brian  Aarons and Dorothy  Alencastro
personally  known to me to be the same persons whose names are subscribed to the
foregoing  instrument  and  personally  known to me to be a Vice  President  and
Assistant Vice President,  respectively of The Bank of New York, appeared before
me this  day in  person,  and  acknowledged  that  they  signed,  sealed  with a
corporate  seal of The Bank of New York,  and delivered  the said  instrument as
their  free  and  voluntary  act as  such  Vice  President  and  Assistant  Vice
President,  respectively,  and as the free and  voluntary act of The Bank of New
York, for the uses and purposes therein set forth.

      GIVEN, under my hand and notarial seal this 4th day of December, 2002.

                                               /s/ Rudolf Reitmann
                                               ---------------------------------
                                                   Notary Public

(SEAL)