Exhibit 4.(b)

                                                             Executed in 6 Parts
                                                             Counterpart No. ( )

                              NATIONAL EQUITY TRUST

             SHORT-TERM LOW FIVE COVERED WRITE OPTION TRUST SERIES 7

                            REFERENCE TRUST AGREEMENT

      This Reference Trust Agreement dated March 11, 2003 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 7.

      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 2,587,455 as of the date hereof.

      F. A Unit of the Trust is hereby declared initially equal to 1/2,587,455th
of the Trust.

      G. The term "First Settlement Date" shall mean March 17, 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 September 24, 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 7 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 T. 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 March, 2003.

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

(SEAL)