Exhibit 3.3

                            CERTIFICATE OF AMENDMENT

                             RIGHTS AND PREFERENCES

                                     OF THE

              SERIES B 8.625% CUMULATIVE REDEEMABLE PREFERRED STOCK

                            PAR VALUE $1.00 PER SHARE

                                       OF

                      WEBSTER PREFERRED CAPITAL CORPORATION


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

                      Pursuant to Section 33-666(d) of the
                      Connecticut Business Corporation Act

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


          WEBSTER  PREFERRED   CAPITAL   CORPORATION  (the   "Corporation"),   a
     corporation   organized  and  existing  under  the   Connecticut   Business
     Corporation Act, as amended,

     DOES HEREBY CERTIFY:

     FIRST:  The  Amended  and  Restated  Certificate  of  Incorporation  of the
Corporation  authorizes  the issuance of 3,000,000  shares of the  Corporation's
preferred  stock,  par  value  $1.00  per  share,  in one or  more  series,  and
authorizes  the Board of  Directors  to fix by  resolution  or  resolutions  the
designation of each series of Preferred  Stock and the powers,  preferences  and
relative,  participating,  optional or other special rights, and qualifications,
limitations or restrictions thereof.

     SECOND:  The Board of  Directors  of the  Corporation  at a meeting held on
December 22, 1997, did duly adopt this  Certificate  of Amendment  providing for
the  designation,  powers,  preferences  and  rights,  and  the  qualifications,
limitations  and/or  restrictions  thereof,  of the  Series B 8.625%  Cumulative
Redeemable Preferred Stock, par value $1.00 per share, of the Corporation.


                                       1


<PAGE>


     NOW, THEREFORE,  BE IT RESOLVED, that the Board of Directors, in accordance
with the provisions of the Amended and Restated  Certificate of Incorporation of
the  Corporation,  hereby  approves the  issuance of Series B 8.625%  Cumulative
Redeemable  Preferred  Stock,  par value $1.00 per share, of the Corporation and
hereby fixes the designation of such series and the powers, preferences, rights,
and  qualifications,  limitations and restrictions  thereof in addition to those
set forth in said Amended and Restated Certificate of Incorporation as follows:

     1. Designation; Ranking.

          (a) The  designation of the series of Preferred  Stock created by this
Certificate  of  Amendment  shall  be  "Series  B 8.625%  Cumulative  Redeemable
Preferred  Stock,"  par value  $1.00 per  share,  of Webster  Preferred  Capital
Corporation (the "Corporation")  (hereinafter referred to as "Series B Preferred
Shares"),  and the number of shares constituting such series shall be 1,000,000,
which  number  may be  increased  (but not above  the total  number of shares of
Preferred  Stock of the  Corporation)  or decreased (but not below the number of
shares then outstanding) from time to time by the Board of Directors.

          (b) The Series B Preferred Shares shall rank prior to the common stock
of the  Corporation,  par value  $.01 per share (the  "Common  Stock") as to the
payment  of  dividends  and  the   distribution  of  assets  upon   liquidation,
dissolution or winding up of the  Corporation  (the Common Stock,  together with
any  other  class or series of stock of the  Corporation  ranking  junior to the
Series B Preferred Shares as to the payment of dividends and the distribution of
assets upon  liquidation,  dissolution or winding up of the  Corporation,  being
hereinafter referred to as "Junior Stock"). The Series B Preferred Shares are on
a parity with the shares of Series A 7.375%  Cumulative  Preferred  Stock of the
Corporation,  par value $1.00 per share (the "Series A Preferred Shares"), as to
the  payment of  dividends  and the  distribution  of assets  upon  liquidation,
dissolution  or winding up of the  Corporation  (the Series A Preferred  Shares,
together with any other class or series of stock of the Corporation ranking on a
parity  with the Series B  Preferred  Shares  (other than the Series B Preferred
Shares) as to the payment of dividends and the  distribution  of assets upon the
liquidation,  distribution  or winding up of the Corporation  being  hereinafter
referred to as "Parity Stock").

     2. Dividend Rights.

          (a) The  holders of Series B  Preferred  Shares  shall be  entitled to
receive,  if, when and as declared by the Board of Directors of the Corporation,
out of assets of the Corporation  legally  available  therefor,  cash dividends,
accruing from the Issue Date (as defined  below) at the rate of 8.625% per annum
of the $10  liquidation  preference  (an  amount  equal to $.8625  per share per
annum),  and no  more,  payable,  if,  when  and as  declared  by the  Board  of
Directors,  quarterly  on January 15,  April 15, July 15, and October 15 in each
year (each quarterly period ending on


                                      -2-

<PAGE>


any such date being  hereinafter  referred to as a "dividend  period"),  at such
annual rate,  commencing  January 15, 1998.  Dividends in each quarterly  period
shall accrue from the day following the previous  dividend  payment date (except
that  dividends  payable on January 15, 1998 shall  accrue from the Issue Date),
whether or not declared or paid for the prior  quarterly  period.  Each declared
dividend  will be payable  to  holders of record as they  appear at the close of
business on the stock  register of the  Corporation  on such record  dates,  not
exceeding 45 days preceding the payment dates thereof,  as shall be fixed by the
Board of Directors of the Corporation. The date of original issuance of Series B
Preferred  Shares is referred to herein the "Issue Date."  Dividends  payable on
the Series B  Preferred  Shares (i) for any  period  other than a full  dividend
period,  shall be computed on the basis of a 360-day year  consisting  of twelve
30-day  months and (ii) for each full  dividend  period,  shall be  computed  by
dividing the annual dividend rate by four.

          (b) Dividends on Series B Preferred  Shares shall be  cumulative  from
the Issue Date,  whether or not there shall be funds  legally  available for the
payment of such dividends. If there shall be outstanding shares of any shares of
Junior  Stock or Parity  Stock,  no  dividends  shall be declared or paid or set
apart for  payment  on any such  series for any period  unless  full  cumulative
dividends   which   are  then   required   to  have   been  paid  have  been  or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for such payment on the Series B Preferred  Shares for
all  dividend  periods  terminating  on or prior to the date of  payment of such
dividends.  If dividends  on the Series B Preferred  Shares and on any series of
Parity Stock are in arrears,  in making any dividend  payment on account of such
arrears, the Corporation shall make payments ratably upon all outstanding Series
B Preferred  Shares and shares of such series of Parity Stock in  proportion  to
the respective  amounts of dividends in arrears on the Series B Preferred Shares
and on such series of Parity Stock to the date of such dividend payment. Holders
of Series B Preferred  Shares  shall not be entitled  to any  dividend,  whether
payable in cash,  property or stock, in excess of full  cumulative  dividends on
such shares. No interest, or sum of money in lieu of interest,  shall be payable
in respect of any dividend payment or payments which may be in arrears.

          (c) Unless  full  cumulative  dividends  on all  outstanding  Series B
Preferred Shares and shares of Parity Stock which are then required to have been
paid shall have been or contemporaneously are declared and paid or set aside for
payment for all past  dividend  periods,  no dividend  (other than a dividend in
Common  Stock or in any other Junior  Stock)  shall be declared  upon the Common
Stock or upon any other  Junior  Stock,  nor shall any Common Stock or any other
Junior Stock be redeemed,  purchased or otherwise acquired for any consideration
(or any  moneys  be  paid  to or  made  available  for a  sinking  fund  for the
redemption  of any  shares of any such  stock)  by the  Corporation  (except  by
conversion into or exchange for Junior Stock).

                                      -3-


<PAGE>



     3. Covenant.  The  Corporation  shall not take any action in respect of any
Common Stock or any Junior Stock or Parity  Stock if, as a result  thereof,  the
amount of the  Corporation's  shareholders'  equity (as determined in accordance
with generally  accepted  accounting  principles) would be less than 250% of the
aggregate  liquidation  preference  of  the  issued  and  outstanding  Series  A
Preferred Shares and Series B Preferred Shares.

     4. Liquidation Preferences.

          (a) In the event of any liquidation,  dissolution or winding up of the
affairs of the  Corporation,  whether  voluntary or involuntary,  the holders of
Series B Preferred  Shares shall be entitled to receive out of the assets of the
Corporation  available for  distribution  to shareholders an amount equal to $10
per share plus an amount  equal to all  accrued  and unpaid  dividends,  if any,
thereon  to the  date  of  such  distribution,  and no  more  (the  "Liquidation
Preference"),  before any  distribution  shall be made to the  holders of Junior
Stock. After payment of the full amount of such liquidating  distributions,  the
holders  of  Series B  Preferred  Shares  will not be  entitled  to any  further
participation in any distribution of the remaining assets of the Corporation.

          (b) In the event  that the  assets of the  Corporation  available  for
distribution to shareholders upon any liquidation,  dissolution or winding up of
the affairs of the  Corporation,  whether  voluntary  or  involuntary,  shall be
insufficient  to pay in full the amounts  payable  with  respect to the Series B
Preferred  Shares and any other shares of Parity Stock,  the holders of Series B
Preferred Shares and the holders of such Parity Stock shall share ratably in any
distribution  of assets of the  Corporation in proportion to the full respective
preferential amounts to which they would otherwise be entitled.

          (c) The merger or  consolidation  of the Corporation  with or into any
other entity,  the merger or  consolidation of any other entity with or into the
Corporation, or the sale, lease or conveyance of all or substantially all of the
property or business of the  Corporation,  shall not be deemed to  constitute  a
liquidation,  dissolution or winding up of the affairs of the Corporation within
the meaning of this Section 3.

     5.  Redemption.  Except upon the  occurrence  of a Tax Event,  the Series B
Preferred  Shares  are not  redeemable  prior  to  January  15,  2003.  Upon the
occurrence of a Tax Event, the Corporation, at its option, may redeem the Series
B Preferred  Shares, at any time or from time to time, in whole but not in part,
at the Series B Early  Redemption  Price.  On or after  January  15,  2003,  the
Corporation,  at its option,  may redeem the Series B Preferred  Shares,  at any
time or from time to time, in whole or in part, at a redemption price of $10 per
share  plus  accrued  and  unpaid  dividends,  if any,  thereon,  to the date of
redemption.


                                      -4-

<PAGE>


          The "Series B Early  Redemption  Price" shall equal the greater of (i)
the  Liquidation  Preference for each Series B Preferred Share to be redeemed or
(ii) the sum, as determined by a Quotation  Agent, of the present values of (x),
the Liquidation  Preference at January 15, 2003 plus (y) the remaining scheduled
payments  of  dividends  on the Series B Preferred  Shares to January 15,  2003,
discounted to the redemption  date on a quarterly basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted  Treasury Rate, plus, in the
case of each of clauses (i) and (ii) and without duplication, accrued and unpaid
dividends, if any, thereon to the date of redemption.

          "Tax Event"  means the receipt by the  Corporation  of an opinion of a
nationally  recognized law firm  experienced in such matters to the effect that,
as a result of (i) any amendment to,  clarification of, or change (including any
announced  prospective  change)  in, the laws or  treaties  (or any  regulations
thereunder)  of  the  United  States  or any  political  subdivision  or  taxing
authority  thereof  or therein  affecting  taxation  or of any  state,  (ii) any
judicial decision, official administrative  pronouncement,  published or private
ruling,  regulatory procedure,  notice or announcement  (including any notice or
announcement of intent to adopt such procedures or regulations) ("Administrative
Action") or (iii) any amendment to,  clarification of, or change in the official
position  or the  interpretation  of  such  Administrative  Action  or  judicial
decision or any  interpretation  or  pronouncement  that provides for a position
with respect to such  Administrative  Action or judicial  decision  that differs
from  the  theretofore  generally  accepted  position,  in  each  case,  by  any
legislative body, court, governmental authority or regulatory body, irrespective
of the manner in which such  amendment,  clarification  or change is made known,
which amendment,  clarification, or change is effective or such pronouncement or
decision is announced on or after the date of issuance of the Series B Preferred
Shares, there is a substantial risk that (a) dividends paid or to be paid by the
Corporation  with respect to the capital  stock of the  Corporation  are not, or
will not be, fully  deductible  by the  Corporation  for United  States  federal
income tax purposes,  (b) the Corporation is, or will be, subject to more than a
de minimis amount of other taxes,  duties or other  governmental  charges or (c)
dividends  received or to be received by Webster Bank from the  Corporation  are
not,  or  will  not  be,  fully  deductible  by  Webster  Bank  for  Connecticut
corporation income tax purposes.

          "Adjusted  Treasury Rate" means,  with respect to any redemption date,
the rate per annum equal to the semi-annual  equivalent yield to maturity of the
Comparable  Treasury Issue,  assuming a price for the Comparable  Treasury Issue
(expressed  as a percentage of its  principal  amount)  equal to the  Comparable
Treasury Price for such redemption date plus .25%.

          "Comparable  Treasury Issue" means the United States Treasury security
selected by the  Quotation  Agent as having a maturity  comparable to the period
from the date of redemption through January 15, 2003 that would be utilized,  at
the time of selection and in accordance with customary  financial  practice,  in


                                      -5-

<PAGE>


pricing new issues of corporate  fixed-income  securities of comparable maturity
for such remaining period.

     "Quotation  Agent" means the  Reference  Treasury  Dealer  appointed by the
Corporation.

     "Reference Treasury Dealer" means a  nationally-recognized  U.S. government
securities dealer in New York, New York selected by the Corporation.

     "Comparable Treasury Price" means, with respect to any redemption date, (i)
the  average  of the bid and asked  prices  for the  Comparable  Treasury  Issue
(expressed in each case as a percentage  of its  principal  amount) on the third
Business  Day  preceding  such  redemption  date,  as set  forth  in  the  daily
statistical  release (or any successor release) published by the Federal Reserve
Bank of New  York  and  designated  "Composite  3:30  p.m.  Quotations  for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such  Business Day, (A) the average
of the Reference  Treasury  Dealer  Quotations for such redemption  date,  after
excluding the highest and lowest such Reference Treasury Dealer  Quotations,  or
(B) if the Corporation  obtains fewer than three such Reference  Treasury Dealer
Quotations, the average of all such Quotations.

     "Reference   Treasury  Dealer  Quotations"  means,  with  respect  to  each
Reference Treasury Dealer and any redemption date, the average, as determined by
the  Corporation,  of the bid and  asked  prices  for  the  Comparable  Treasury
Issue(expressed  in each case as a percentage of its principal amount) quoted in
writing to the  Corporation by such Reference  Treasury Dealer at 5:00 p.m., New
York City time, on the third Business Day preceding such redemption date.

     (b) If less than all the  outstanding  Series B Preferred  Shares are to be
redeemed,  the shares to be  redeemed  shall be  selected  pro rata as nearly as
practicable  or by lot, or by such other  method as the Board of  Directors  may
determine to be fair and appropriate.

     (c) Notice of any  redemption  shall be given by first class mail,  postage
prepaid,  mailed  not less than 30 nor more than 60 days prior to the date fixed
for  redemption to each holder of record of the Series B Preferred  Shares to be
redeemed,  at their  respective  addresses  appearing  on the stock books of the
Corporation.  Notice so mailed shall be conclusively  presumed to have been duly
given whether or not actually  received.  Such notice shall state:  (i) the date
fixed for redemption;  (ii) the redemption  price;  (iii) the number of Series B
Preferred  Shares to be  redeemed  and if less than all the shares  held by such
holder are to be redeemed, the number of such shares to be so redeemed from such
holder;  (v) the place where  certificates for such shares are to be surrendered
for payment of the

                                      -6-

<PAGE>

redemption  price; and (vi) that after such date fixed for redemption the shares
to be  redeemed  shall  not  accrue  dividends.  If such  notice  is  mailed  as
aforesaid, and if on or before the date fixed for redemption funds sufficient to
redeem the shares  called for  redemption  are set aside by the  Corporation  in
trust  for  the  account  of  the   holders  of  the  shares  to  be   redeemed,
notwithstanding  the fact that any  certificate for shares called for redemption
shall not have been  surrendered for  cancellation,  on and after the redemption
date the shares represented  thereby so called for redemption shall be deemed to
be no longer  outstanding,  dividends  thereon  shall  cease to accrue,  and all
rights of the holders of such shares as stockholders  of the  Corporation  shall
cease, except the right to receive the redemption price, without interest,  upon
surrender  of the  certificate  representing  such  shares.  Upon  surrender  in
accordance  with the  aforesaid  notice  of the  certificate  for any  shares so
redeemed (duly  endorsed or accompanied by appropriate  instruments of transfer,
if so required by the Corporation in such notice), the holders of record of such
shares shall be entitled to receive the redemption price,  without interest.  In
case fewer than all the shares represented by any such certificate are redeemed,
a new certificate  shall be issued  representing  the unredeemed  shares without
cost to the holder thereof.

          (d) Any  provision of this Section 4 to the contrary  notwithstanding,
in the event that any  quarterly  dividend  payable  on the  Series B  Preferred
Shares shall be in arrears and until all such  dividends  in arrears  shall have
been paid or  declared  and set apart for  payment,  the  Corporation  shall not
redeem any Series B Preferred  Shares unless all outstanding  Series B Preferred
Shares are  simultaneously  redeemed and shall not purchase or otherwise acquire
any Series B Preferred  Shares except in accordance  with a purchase or exchange
offer  made on the same  terms to all  holders  of record of Series B  Preferred
Shares for the purchase of all outstanding shares thereof.

     6. Voting Rights.  Other than as expressly  required by applicable law, the
Series B Preferred  Shares shall not have any voting  powers  either  general or
special, except that:

          (a) Unless the vote or consent of the  holders of a greater  number of
shares  shall then be required by law,  the  affirmative  vote or consent of the
holders  of at least  66-2/3% of the  aggregate  liquidation  preference  of the
Series B Preferred  Shares and of the shares of any one or more series of Parity
Stock at the time outstanding, given in person or by proxy, either in writing or
by a vote at a meeting  called for the  purpose at which the holders of Series B
Preferred  Shares and any such other series of Parity Stock shall vote  together
as a separate class, shall be necessary for authorizing, effecting or validating
the amendment,  alteration or repeal of any of the provisions of the Amended and
Restated  Certificate of Incorporation or of any amendment or supplement thereto
(including any certificate of amendment or any similar document  relating to any
series of Preferred  Stock) of the  Corporation,  so as to adversely  affect the
powers,  preferences,  rights,  privileges,

                                      -7-

<PAGE>

qualifications,  limitations and  restrictions of the Series B Preferred  Shares
and any such other series of Parity Stock.

          (b) Unless the vote or consent of the  holders of a greater  number of
shares  shall then be required by law,  the  affirmative  vote or consent of the
holders  of at least  66-2/3% of the  aggregate  liquidation  preference  of the
Series B  Preferred  Shares  and any other  series  of Parity  Stock at the time
outstanding,  given in person or by proxy,  either in  writing or by a vote at a
meeting called for the purpose at which the holders of Series B Preferred Shares
and any such other series of Parity Stock shall vote  together as a single class
without regard to series,  shall be necessary to create,  authorize or issue, or
reclassify any authorized stock of the Corporation into, or create, authorize or
issue any  obligation  or security  convertible  into or  evidencing  a right to
purchase,  any shares of any class of stock of the Corporation  ranking prior to
both the Series B Preferred Shares and any other series of Parity Stock. Subject
to  the  foregoing,  the  Corporation's  Amended  and  Restated  Certificate  of
Incorporation  may be amended to  increase  the number of  authorized  shares of
Preferred  Stock without the vote of the holders of Preferred  Stock,  including
the Series B Preferred Shares.

          (c) If at any time the  Corporation  has failed to pay or declare  and
set aside for payment the full amount of any quarterly dividend then required to
be paid on the Series B Preferred Shares,  the holders of the outstanding Series
B Preferred Shares shall have the exclusive right,  voting separately as a class
together  with holders of shares of any one or more other series of Parity Stock
and upon which like voting rights have been  conferred and are  exercisable,  to
elect two directors of the Corporation at the Corporation's  next annual meeting
of  shareholders.  At  elections  for such  directors,  each  holder of Series B
Preferred  Shares  shall be  entitled to one vote for each share held or, if the
holders of shares of any series of Parity Stock are entitled vote, holders shall
vote based on the respective  liquidation  preferences of the Series B Preferred
Shares and such  series of Parity  Stock.  Upon the vesting of such right in the
holders of Series B Preferred Shares,  the maximum  authorized number of members
of the Board of Directors  shall  automatically  be increased by two and the two
vacancies so created  shall be filled by vote of the holders of the  outstanding
Series B Preferred  Shares  (either alone or together with the holders of shares
of any one or more series of Parity Stock) as hereinafter  set forth.  The right
of the holders of Series B Preferred  Shares,  voting  separately  as a class to
elect  (either  alone or together  with the holders of shares of any one or more
series of Parity Stock) members of the Board of Directors of the  Corporation as
aforesaid shall continue until such time as all dividends  accrued on the Series
B Preferred  Shares  shall have been paid in full or declared  and set apart for
payment,  at which time such right shall  terminate,  except as herein or by law
expressly  provided,  subject  to  revesting  in the  event  of each  and  every
subsequent default of the character above mentioned.

                                      -8-

<PAGE>


          (d) Each director  elected by the holders of Series B Preferred Shares
shall  continue to serve as such director  until the later of (i) the expiration
of the full term for which he or she shall have been elected or (ii) all accrued
and unpaid  dividends  on the Series B Preferred  Shares shall have been paid in
full or  declared  and set  aside for  payment.  If the  office of any  director
elected by the holders of Series B Preferred  Shares  voting as a class  becomes
vacant by reason of death, resignation,  retirement,  disqualification,  removal
from office,  or  otherwise,  the remaining  director  elected by the holders of
Series B Preferred  Shares  voting as a class may choose a  successor  who shall
hold office for the  unexpired  term in respect of which such vacancy  occurred.
Whenever  the term of office of the  directors  elected by the  holders  and the
special  voting  powers  vested in the holders of Series B  Preferred  Shares as
provided in this  subsection  (d) shall have  expired,  the number of  directors
shall  be  such  number  as may be  provided  for in the  Amended  and  Restated
Certificate of Incorporation or the Amended and Restated  By-Laws,  irrespective
of any increase made pursuant to the provisions of this subsection (d).

     7. Reacquired  Shares.  Series B Preferred  Shares  redeemed,  or otherwise
purchased  or  acquired  by the  Corporation  shall be restored to the status of
authorized but unissued  shares of Preferred  Shares  without  designation as to
series.

     8. No  Sinking  Fund.  Series B  Preferred  Shares  are not  subject to the
operation  of a  sinking  fund or any other  obligation  of the  Corporation  to
redeem, repurchase or retire the Series B Preferred Shares.

     9. No Conversion Rights. Series B Preferred Shares are not convertible into
any other  securities of the Corporation and are not  exchangeable  into capital
stock or any other securities of Webster Bank or Webster Financial Corporation.

     10.  Reporting  Company.  For so long as there are any  Series B  Preferred
Shares  outstanding,  the  Corporation  shall maintain its status as a reporting
company under the Securities Exchange Act of 1934, as amended,  and will furnish
shareholders with annual reports containing audited financial statements.

     11. Ownership and Transfer Restrictions.

          (a) During the period  commencing  on the date of the  initial  public
offering  and  prior  to the  Restriction  Termination  Date,  no  person  shall
beneficially own more than 5,000 shares of Series B Preferred Stock  (determined
without  reference to any rules of  attribution).  "Beneficial  Ownership" shall
mean ownership of shares of the capital stock of the Corporation by a person who
is treated or would be treated as an owner of such capital stock either directly
or indirectly or  constructively  through the  application of Section 544 of the
Internal  Revenue Code of 1986, as amended (the "Code"),  as modified by Section
856(h)(1)(B)of the Code.


                                      -9-

<PAGE>

"Initial  Public  Offering"  means the closing of the sale of Series B Preferred
Shares  and  Series A  Preferred  Shares  pursuant  to the  Corporation's  first
effective  registration  statement  for such  Preferred  Stock,  filed under the
Securities Act of 1933, as amended.  "Restriction  Termination  Date" shall mean
the first day after the date of the  closing of the Initial  Public  Offering on
which the  Corporation  determines  that it is no longer in the best interest of
the  Corporation  to  attempt  to,  or  continue  to  qualify  as a real  estate
investment trust.

          (b)  Each  certificate  for  Series  B  Preferred  Shares  shall  bear
substantially the following legend:  "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.  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 inito,  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 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.

          FURTHER  RESOLVED,  that the officers of the Corporation,  and each of
them,  are  hereby  authorized,  for  and on  behalf  of and in the  name of the
Corporation,  to file a copy of the foregoing with the Secretary of State of the
State of  Connecticut in accordance  with the provisions of Sections  33-608 and
33-666 of the Connecticut Business Corporation Act.

                                      -10-
<PAGE>




          IN WITNESS WHEREOF, WEBSTER PREFERRED CAPITAL CORPORATION,  has caused
this Certificate of Amendment to be signed by John V. Brennan, its President and
Gregory S. Madar, its Secretary,  and its Corporate Seal to be hereunder affixed
this 23rd day of December, 1997.

                                                     WEBSTER PREFERRED CAPITAL
                                                         CORPORATION
                                                   [Seal]


                                                     By
                                                     /s/ John V. Brennan
                                                     ---------------------------
                                                     John V. Brennan
                                                     President


Attest:


/s/ Gregory S. Madar
--------------------------
Gregory S. Madar
Secretary



                                      -11-