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                                                                   EXHIBIT 4.(b)


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                                                      Executed in 6 Parts
                                                      Counterpart No. (   )


                              NATIONAL EQUITY TRUST

             SHORT-TERM LOW FIVE COVERED WRITE OPTION TRUST SERIES 2

                            REFERENCE TRUST AGREEMENT


     This  Reference  Trust  Agreement  dated October 24, 2001 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".

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                                      -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 2.

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 4,907,686 as of the date hereof.

F.   A Unit of the Trust is hereby declared  initially equal to 1/4,907,686th
     of the Trust.

G.   The term "First Settlement Date" shall mean October 30, 2001.

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 May 8, 2002.

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]

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