EXHIBIT 4.2

Number                              Cusip No.                             Shares


               SERIES B __% CUMULATIVE REDEEMABLE PREFERRED SHARES

TRANSFER  OF  THE  SHARES  IS  SUBJECT  TO  THE  RESTRICTIONS  SPECIFIED  IN THE
CERTIFICATE  OF AMENDMENT  CREATING AND  ESTABLISHING  THE SHARES FILED WITH THE
SECRETARY OF STATE OF THE STATE OF CONNECTICUT AND IN EACH PURCHASER'S LETTER, A
COPY OF WHICH IS FILED WITH THE  SECRETARY OF THE  CORPORATION  AND ITS TRANSFER
AGENT AND MAY BE  EXAMINED  AT THE  OFFICE OF THE  CORPORATION  OR ITS  TRANSFER
AGENT.

                      WEBSTER PREFERRED CAPITAL CORPORATION
             INCORPORATED UNDER THE LAWS OF THE STATE OF CONNECTICUT

THIS CERTIFIES THAT


is registered as the holder of ______ fully paid and  non-assessable  registered
shares of Series B __% Cumulative  Redeemable  Preferred Shares, par value $1.00
per  share  (the  "Shares")  of  Webster  Preferred  Capital   Corporation  (the
"Corporation") transferable on the books of the Corporation by the holder hereof
in person or by duly  authorized  attorney,  upon surrender of this  certificate
properly  endorsed.  This  certificate is not valid unless  countersigned by the
Transfer Agent and registered by the Registrar.

Witness the signatures of the duly authorized officers of the Corporation.

Dated:



COUNTERSIGNED AND REGISTERED
THE BANK OF NEW YORK, TRANSFER AGENT AND REGISTRAR                     PRESIDENT



By:______________________________________________
    Authorized Signatory                                               SECRETARY







                      WEBSTER PREFERRED CAPITAL CORPORATION

The Corporation  will furnish to any stockholder upon request and without charge
a  full  statement  of  the  powers,  designations,  preferences  and  relative,
participating, optional or other special rights of each class of stock or series
thereof of the Corporation and the  qualifications,  limitations or restrictions
of such preferences and/or rights.  Such request may be made to the Secretary of
the Corporation or its Transfer Agent.


The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

TEN COM--as tenants in common         UNIF GIFT MIN ACT--.......Custodian.......
                                                     (Cust)       (Minor)
TEN ENT--as tenants by the entireties
                                                   under Uniform Gifts to Minors
JT TEN   --as joint tenants with right of  Act..................................
           survivorship and not as tenants                 (State)
           in common

    Additional abbreviations may also be used though not in the above list.

     For value  received,________________________________________  hereby  sell,
assign and transfer unto

         PLEASE INSERT SOCIAL SECURITY OR OTHER
             IDENTIFYING NUMBER OF ASSIGNEE
       -------------------------
       |                       |
       |
       |                       |
       -------------------------

- --------------------------------------------------------------------------------
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------Shares
represented by the within Certificate,  and do hereby irrevocably constitute and
appoint

     
- ------------------------------------------------------------------------Attorney
to transfer  the said shares on the books of the within named  Corporation  with
full power of substitution in the premises.

Dated_________________________


                     -----------------------------------------------------------
                       Notice: The signature to this assignment must correspond
                       with the name as written upon the face of the certificate
                       in every particular, without alteration or enlargement or
                              any change whatever.