EXHIBIT 4(b)

                                                            Executed in 6 Parts
                                                           Counterpart No. (   )


                              NATIONAL EQUITY TRUST

                           LOW FIVE PORTFOLIO SERIES 49

                            REFERENCE TRUST AGREEMENT


          This Reference Trust Agreement dated December 11, 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 February 2, 2000. 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 I, entitled "Definitions," shall be amended as follows:

          (i) Section 1.01-Definitions shall be amended to add the following
definition at the end thereof:

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                                      -2-

          "Portfolio Supervisor" of the Trust shall have the meaning assigned to
it in Part II of the Reference Trust Agreement.

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

          (i) The third paragraph of Section 3.05-Distribution shall be amended
by deleting any reference to Depositor and replacing it with Portfolio
Supervisor.

          (ii) Section 3.14-Deferred Sales Charge shall be amended to add the
following sentences at the end thereof:

          "References to Deferred Sales Charge in this Trust Indenture and
          Agreement shall include any Creation and Development Fee indicated in
          the prospectus for a Trust. The Creation and Development Fee shall be
          payable on each date so designated and in an amount determined as
          specified in the prospectus for a Trust."

          C. Article VIII, entitled "Depositor," shall be amended as follows:

          (i) Section 8.07-Compensation shall be amended by deleting any
reference to Depositor and replacing it with Portfolio Supervisor.

          D. 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". Part II.


                      SPECIAL TERMS AND CONDITIONS OF TRUST


     The following special terms and conditions are hereby agreed to:

<PAGE>

                                      -3-

     A. The Trust is denominated National Equity Trust, Low Five Portfolio
Series 49.

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

     C. 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.

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

     E. The term "Portfolio Supervisor" shall mean Prudential Securities
Incorporated.

     F. The aggregate number of Units referred to in Sections 2.03 and 9.01 of
the Basic Agreement is 125,000 as of the date hereof.

     G. A Unit of the Trust is hereby declared initially equal to 1/125,000th of
the Trust.

     H. The term "First Settlement Date" shall mean December 17, 2002.

     I. The terms "Computation Day" and "Record Date" shall mean on the tenth
day of March 2003, June 2003, September 2003 and December 2003.

     J. The term "Distribution Date" shall mean on the twenty-fifth day of March
2003, June 2003, September 2003 and December 2003.

     K. The term "Termination Date" shall mean January 14, 2004.

     L. The Trustee's Annual Fee shall be $.90 (per 1,000 Units) for 49,999,999
and below units outstanding $.84 (per 1,000 Units) on the next 50,000,000 Units,
$.78 (per 1,000 Units) on the next 100,000,000 Units, and $.66 (per 1,000 Units)
on Units in excess of 200,000,000 Units. In calculating the Trustee's annual
fee, the fee applicable to the number of units outstanding shall apply to all
units outstanding.

     M. 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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                                      -4-

The Schedule of Portfolio  Securities  in Part A of the  prospectus  included in
this Registration Statement for National Equity Trust, Low Five Portfolio Series
49 is hereby incorporated by reference herein as Schedule A hereto.


<PAGE>


                                            PRUDENTIAL INVESTMENT MANAGEMENT
                                            SERVICES LLC,
                                            (Depositor)




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






                                            PRUDENTIAL SECURITIES INCORPORATED
                                            (Portfolio Supervisor)





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








<PAGE>

                                                       THE BANK OF NEW YORK
                                                       Trustee


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



(SEAL)

ATTEST:


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


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


     I, Emanuel  Lytle,  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 11th day of December, 2002.

                                          /s/      Emanuel Lytle, Jr.
                                                   Emanuel Lytle, Jr.
                                                   Notary Public

(SEAL)