NATIONAL EQUITY TRUST

                                                                     Exhibit 4.b

                                                             Executed in 6 Parts
                                                           Counterpart No. (   )


                              NATIONAL EQUITY TRUST

                            OTC GROWTH TRUST SERIES 5

                            REFERENCE TRUST AGREEMENT

            This Reference Trust Agreement dated February 2, 2000 among
Prudential Securities Incorporated, as Depositor 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.

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                                    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, OTC Growth Trust
      Series 5.

            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 Securities
      Incorporated.

            E. The aggregate number of Units referred to in Sections 2.03 and
      9.01 of the Basic Agreement is 250,000 as of the date hereof.

            F. A Unit of the Trust is hereby declared initially equal to
      1/250,000th of the Trust.

            G. The term "First Settlement Date" shall mean February 8, 2000.

            H. The terms "Computation Day" and "Record Date" shall be on such
      dates as the Sponsor shall direct.

            I. The term "Distribution Date" shall be on such dates as the
      Sponsor shall direct.

            J. The term "Termination Date" shall mean March 8, 2001.

            K. The Trustee's Annual Fee shall be $ .90 (per 1,000 Units) for
      49,999,999 and below units outstanding $.84 (per 1000 Units) on the next
      50,000,000 Xxxxx, x.00 (per 1000 Units) on the next 100,000,000 Units and
      $.66 (per 1000 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.


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            L. The Depositor'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, OTC Growth Trust
      Series 5 is hereby incorporated by reference herein as Schedule A hereto.