EX-4.1






Exhibit 4.1




					
	 	 	 	 	 
	NUMBER B-[     ]
	 	INCORPORATED UNDER THE LAWS OF THE STATE OF THE DELAWARE
	 	SHARES [     ]






WEBSTER FINANCIAL CORPORATION




Fixed Rate Cumulative Perpetual Preferred Stock, Series B




Par
Value $0.01 Each


($1,000 Liquidation Preference)



[S
P E C I M E N]




THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF NEW YORK, NEW YORK





This is to certify that       
                     
              is the owner of       
                    
        
      
fully paid and non-assessable shares of Fixed Rate Cumulative
Perpetual Preferred Stock, Series B, $0.01 par value, liquidation
preference $1,000 per share, of the Corporation (the “Stock”),
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 and registered by the Transfer Agent
and Registrar.




Witness the seal of the Corporation and the signatures of its duly authorized officers.



Dated:                     




	 	 	 	 	 
	 

	 	[SEAL]	 	 
	 

	 	 	 	 
	Chairman and Chief Executive Officer

	 	 	 	Secretary






Countersigned and Registered




as Transfer Agent and Registrar




	 	 	 	 	 
	 
	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 















 




THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY
THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL
OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.




          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 to applicable laws or regulations:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	TEN COM
	 	-
	 	as tenants in common
	 	UNIF GIFT MIN ACT-
	 	 	 	Custodian	 	 
	 

	 	TEN ENT
	 	-
	 	as tenants by the entireties
	 	 	 	(Minor)

	 	 	 	(Cust)

	 	 	JT TEN	 	-	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	under Uniform Gifts to Minors Act


	 	 	 	 	 	 	 	 	 	 	               (State)          








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




 





     For value received,                      hereby sell(s), assign(s) and transfer(s) unto



PLEASE INSERT SOCIAL SECURITY OR OTHER





IDENTIFYING NUMBER OF ASSIGNEE












 



 



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





	 	 	 
	 


	 	 
	 


	 shares	 
	 
of the capital stock represented by the within certificate, and do(es) hereby irrevocably
constitute and appoint                                                             , Attorney to transfer the said stock on the books of
the within named Corporation with
full power of substitution in the premises.







Dated                     




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Signature	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

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






SIGNATURE GUARANTEED




	 	 	 	 	 
	 	 	 
	NOTICE: The signature(s) should be	 	 	 	 
	guaranteed by an eligible guarantor	 	 	 	 
	institution (banks, stockbrokers, savings	 	 	 	 
	and loan associations, and credit unions	 	 	 	 
	with membership in an approved signature	 	 	 	 
	guarantee medallion program), pursuant to	 	 	 	 
	Rule 17Ad-15 under the Securities	 	 	 	 
	Exchange Act of 1934.