Exhibit 4.2
NUMBER SHARES
WP B-
WEBSTER PREFERRED CAPITAL CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF CONNECTICUT
SEE REVERSE SIDE FOR RESTRICTIONS
ON THE TRANSFER OF SHARES
REPRESENTED BY THIS CERTIFICATE
CUSIP 948365 50 7
This Certifies that
is the registered holder of
FULLY-PAID AND NON-ASSESSABLE SHARES OF SERIES B 8.625% CUMULATIVE REDEEMABLE
PREFERRED STOCK $1.00 PAR VALUE PER SHARE (LIQUIDATION PREFERENCE $10.00 PER
SHARE)
of the capital stock of the above named corporation, fully-paid and
non-assessable, transferable only on the books of the Corporation by the holder
hereof in person or by Attorney upon surrender of this Certificate properly
endorsed. In Witness Whereof, the said Corporation has caused this Certificate
to be signed by its duly authorized officers and its Corporate Seal to be
hereunto affixed.
Dated
[SEAL]
- ----------------------------- -----------------------------
SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED:
THE BANK OF NEW YORK
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
The shares represented by this certificate are subject to restrictions on
transfer and ownership for the purpose of the Corporation's maintenance of its
status as a Real Estate Investment Trust under the Internal Revenue Code of
1986, as amended (the "Code"). Subject to certain further restrictions and
except as expressly provided in the Corporation's Amended and Restated
Certificate of Incorporation, no Person may Beneficially Own shares of Capital
Stock of the Corporation if, as a result of such Acquisition or Beneficial
Ownership, (i) such Person would Beneficially Own Series B 8.625% Cumulative
Redeemable Preferred Stock of the Corporation in excess of 5,000 shares, (ii)
the Corporation would be "closely held" within the meaning of Section 856(h) of
the Code or (iii) the Capital Stock would be held by less than 100 Persons. Any
Person who Beneficially Owns or attempts to Beneficially Own shares of Capital
Stock in excess of the above limitations must immediately notify the
Corporation, any shares of Capital Stock so held may be subject to mandatory
sale in certain events, certain purported acquisitions of shares of Capital
Stock in excess of such limitations shall be void ab initio, and any shares of
Capital Stock purported to be Acquired or Beneficially Owned in excess of such
limitation will be automatically transferred to a Trust for the benefit of a
Charitable Beneficiary. A Person who attempts to Beneficially Own shares of
Capital Stock in violation of the ownership limitations set forth in Section
7(b) of the Amended and Restated Certificate of Incorporation of the Corporation
shall have no claim, cause of action, or any other recourse whatsoever against a
transferor of shares. All capitalized terms in this legend have the meanings
defined in the Corporation's Amended and Restated Certificate of Incorporation,
a copy of which, including the restrictions on transfer, will be sent without
charge to each shareholder who so requests.
The Corporation is authorized to issue more than one class of stock. The
Corporation will furnish to each shareholder, upon written request and without
charge, a copy of the powers, designations, preferences and relative rights and
limitations of each outstanding class of stock of the Corporation.
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__________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_______________
in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Received, __________ hereby sell, assign and transfer unto
________________________________________________________________________________
___________________________________________________________ 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 _______________ __________
In presence of
- --------------------------------- ----------------------------------
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.