Exhibit 4.(b)




                                                      Executed in 6 Parts
                                                      Counterpart No. (   )


                              NATIONAL EQUITY TRUST

             SHORT-TERM LOW FIVE COVERED WRITE OPTION TRUST SERIES 9

                            REFERENCE TRUST AGREEMENT


     This Reference Trust  Agreement  dated September 24, 2003 among  Prudential
Investment Management Services LLC, as Depositor, Prudential Investments LLC, 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 9.

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 Investments LLC.

E.   The aggregate  number of Units referred to in Sections 2.03 and 9.01 of the
     Basic Agreement is 4,339,670 as of the date hereof.

F.   A Unit of the Trust is hereby declared  initially equal to 1/4,339,670th of
     the Trust.

G.   The term "First Settlement Date" shall mean September 30, 2003.

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 April 6, 2004.

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]

<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 9 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 INVESTMENTS LLC
                                            (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 24th day of September, 2003.

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

(SEAL)