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


<PAGE>



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:

<TABLE>
<S>        <C>                                       <C>
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)
</TABLE>

     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.