[Composite Conformed Copy]

                              EMPLOYMENT AGREEMENT
                              --------------------

         This Employment  Agreement,  dated October 23, 2000 (this  "Agreement")
[as amended by First  Amendment to Employment  Agreement,  dated as of March 21,
2001], is between PATRIOT  NATIONAL BANK, a national  banking  association  with
headquarters  located in Stamford,  Connecticut  (the "Bank"),  PATRIOT NATIONAL
BANCORP,  INC., a Connecticut  corporation  ("Bancorp") and Charles F. Howell of
Danbury, Connecticut (the "Executive").

                                    RECITALS

         WHEREAS,  the  Executive  and the Bank  desire  that the  Executive  be
employed by the Bank as President and Chief Executive Officer. The Executive and
the Bank  desire to enter into this  Employment  Agreement  with  Executive  for
several  primary   reasons:   (1)  to  provide   Executive  with  job  security,
particularly in the event that the Bank experiences a change-of-control;  (2) to
provide further incentive to Executive in the discharge of his  responsibilities
to the Bank; and (3) to define Executive's duties and terms of employment;

         WHEREAS,  the Bank and Executive  contemplate  that the Bank will:  (i)
disclose  to  Executive  information  concerning  the Bank's  business  affairs,
including  certain  confidential  information;  and  (ii)  assist  Executive  in
establishing goodwill and rapport with certain customers of the Bank. The use by
Executive of this  information,  goodwill  and rapport in  competing  with or in
aiding  others in  competing  with the Bank would have a  detrimental  effect on
future profitable operations of the Bank.

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
hereinafter described, the parties agree as follows:

1. TERM OF EMPLOYMENT. The Bank agrees to employ Executive, and Executive agrees
to accept employment with the Bank for a term commencing on October 23, 2000 and
continuing for a period of three years, unless  subsequently  extended or sooner
terminated as provided in this Agreement  (the  "Employment  Period").  The Bank
further agrees to initiate  discussions  with Executive  promptly  following the
second  anniversary of the date hereof for the purpose of determining  whether a
further  extension to this  Agreement is  acceptable to the parties  hereto,  it
being understood that neither party shall have any binding obligation to further
extend the Employment Period.

2. DUTIES.

         (a) During the Employment  Period,  Executive  shall perform the duties
and  exercise  the  powers  relating  to the office of the  President  and Chief
Executive  Officer,  including all duties  assigned to Executive by the Board of
Directors of the Bank (the "Board of  Directors").  All duties assigned shall be
consistent  with  the  customary  duties  of the  above-described  offices  at a
national  bank.  Bancorp shall use its best efforts to cause the Executive to be
nominated as a director of Bancorp and the Bank, and as a


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Vice-Chairman  of the Board of Directors of Bancorp.  In the event  Executive is
not  elected as a director  of Bancorp  and the Bank and as a Vice  Chairman  of
Bancorp within one week of the date of this Agreement,  Executive shall have the
right to terminate this  Agreement  without any further duties or obligations on
the part of Executive hereunder.

         (b) During the  Employment  Period,  Executive  shall devote his entire
business  time,  best  efforts  and ability to the  business of the Bank,  shall
faithfully  and  diligently  perform his duties,  shall  comply in all  material
respects with the overall policies  established by the Board of Directors of the
Bank and shall do all that is  reasonably  in his power to promote,  develop and
extend the business of the Bank. Notwithstanding the foregoing, it is understood
that the Executive  shall be permitted to continue to serve on various civic and
non-profit organizations approved by the Bank.

3. COMPENSATION AND BENEFITS.

         (a) BASE SALARY.  The Bank shall pay Executive as compensation  for his
services  during the Employment  Period an annual base salary of One Hundred and
Sixty Thousand ($160,000.00) Dollars for the first twelve (12) month period, One
Hundred and Seventy  Thousand  ($170,000.00)  Dollars for the second twelve (12)
month period, and One Hundred and Eighty Thousand  ($180,000.00) Dollars for the
third twelve (12) month period (the "Base  Salary").  Salary  payments  shall be
made in equal installments consistent with the Bank's standard payroll practices
for its  officers.  The Base Salary  shall be reviewed by the Board of Directors
each year during the  Employment  Period and set by the Board of Directors in an
amount not less than the stated contract salary;  any increase in Base Salary in
excess of the stated  contract may take the form of a contingent  increase based
upon the achievement of articulated personal or corporate goals, or both, at the
discretion of the Board of Directors.

         (b) EXPENSES.  Upon submission of appropriate invoices or vouchers, the
Bank shall pay or reimburse  Executive for all reasonable  expenses  incurred by
him in the  performance  of his duties under this  Agreement in  furthering  the
business, and in keeping with the policies, of the Bank.

         (c)  VACATION.  Executive  shall be  entitled  to four (4)  weeks  paid
vacation each  contract  year, to be taken each year at a time or times as shall
be mutually agreed upon by the Bank and Executive and consistent with applicable
regulatory  requirements.  If Executive  fails to use all of his  vacation  time
during a particular  calendar year, the unused portion shall not be carried over
to the subsequent year,  unless approved in writing by the Chairman of the Board
of the Directors.

         (d) CASH INCENTIVE  COMPENSATION.  The Board of Directors,  in its sole
discretion,  may authorize the payment of special cash incentive compensation to
Executive  from time to time in excess of the  amount  stated in any  documented
regular cash incentive plans. Any such special payment of incentive compensation
will  not  set a  precedent  requiring  or  suggesting  that  similar  incentive
compensation  will be paid in the future.  The Bank's  Board of  Directors  will
consider the adoption of documented regular



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cash incentive  compensation  plans whereby the Executive would receive specific
cash  compensation for the achievement of articulated goals as determined by the
Board of  Directors.  Any such  regular  cash  incentive  compensation  shall be
separate and apart from any special cash incentive  compensation.  The Executive
(President  and CEO) shall work  closely with senior  management  of the Bank to
development such incentive plans.

         (e)  INSURANCE POLICIES.

             (i) TERM LIFE INSURANCE.  During the Employment Period,  Bank shall
provide term life insurance coverage for Executive in such form and amount as is
not less  favorable  than  that  coverage  provided  by the  Bank to other  Bank
employees from time to time generally.

             (ii) KEY MAN  INSURANCE.  During the Employment  Period,  Executive
shall  permit  the Bank to insure his life  under a policy or  policies  of life
insurance issued by an insurance company or companies  selected by the Bank, and
to name the Bank as sole beneficiary  thereunder.  Executive agrees to submit to
any physical  examinations  which may be reasonably  required in connection with
such policies.

             (iii)  DISABILITY  INSURANCE.  During the Employment  period,  Bank
shall provide  Executive  with  disability  insurance  coverage in such form and
amount consistent with that provided to other Bank employees generally.

         (f) BENEFITS. During the Employment Period, Executive shall be entitled
to and shall be included  under the same rules or  restrictions  in any employee
welfare and retirement  plan or program of the Bank  available  generally to its
employees  and/or officers  including,  without  limitation,  plans for hospital
services, medical services benefits, sick pay, dental and other health plans.

         (g)  STOCK  PLANS.  During  the  Employment  Period,  Executive  may be
included in any stock incentive, stock option, or stock compensation plan as the
Board of Directors of the Bank may  determine.  Such plans may be  documented by
the  Board of  Directors  and the  Executive  from time to time.  The  Executive
(President  and CEO) shall work with  senior  management  of the Bank to develop
such  incentive  plans.  Without  limiting  the  foregoing,  the Bank  agrees as
follows:

             (i) STOCK GRANTS. Subject to the provisions of this subsection (i),
the  Executive  will be granted  the right to receive  unregistered,  restricted
shares  of the  Common  Stock of  Bancorp.  Grants of such  shares  will be made
effective  on December  31, 2000,  December  31,  2001,  December 31, 2002,  and
December  31, 2003.  The number of shares  granted on December 31, 2000 shall be
that  number  having  a value  equal  to  $48,000  (based  on a share  price  as
determined below), and the number of shares granted on each subsequent  December
31st  shall be that  number  in each  case  having  a value  equal to 30% of the
Executive's  Base  Salary in respect of the  immediately  preceding  October 1 -
September  30 period,  with the price of such  shares  being the  average of the
closing price per share as reported by the NASDAQ Stock Market, Inc. for the ten
trading



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days prior to each  respective  December 31st. In respect of each grant,  25% of
the amount of such shares  shall be vested and  distributed  on each  succeeding
December 31st during the following four year period (i.e.,  the first 25% of the
shares granted on December 31, 2000 will vest and be distributed on December 31,
2001). If for any reason such shares are not available in the reasonable opinion
of the Board of  Directors,  the Bank shall pay to the Executive in cash, on the
same schedule as aforesaid,  the value of said shares based on the closing price
of said  shares on the  applicable  vesting  date.  In the event the  Employment
Period is terminated for cause (as defined herein),  or is otherwise  terminated
by the  Executive  or by  reason of the  Executive's  death or  disability,  the
Executive shall forfeit the right to receive any of the aforesaid shares or cash
which have not  vested as of the date of such  termination,  provided,  however,
that  in  the  event  of a  termination  based  upon a  Change  of  Control  (as
hereinafter  defined), or a termination other than for cause or by reason of the
Executive's death or disability,  all granted but unvested shares will be deemed
to fully vest at the time of such termination.

             (ii) STOCK OPTIONS. The Executive will be granted stock options for
a minimum of 10,000  unregistered,  restricted shares of Common Stock of Bancorp
on each of December 31, 2000,  December 31, 2001, December 31, 2002, and October
16, 2003 (said  latter date to be extended to December  31, 2003 in the event of
the Executive remains employed by the Bank after October 16, 2003),  exercisable
for a period of ten (10) years from the date of grant and exercisable at a price
equal to the fair market value of such shares on each such date of grant, all as
determined  by and subject to the terms of a stock option plan to be approved by
the Board of Directors and the  shareholders  of the Bancorp.  In the event that
any future  stock  options  are  granted  to any other  employees  or  directors
containing terms or conditions more favorable than the aforesaid options granted
to the  Executive,  or any  existing  and  outstanding  options are  modified to
include any such more favorable  provisions,  the Executive shall have the right
to have the terms and  conditions of his stock options  modified to  incorporate
such more  favorable  terms.  In the event  that the  Board  determines,  in its
reasonable discretion, that any of the aforesaid stock options for the Executive
cannot be granted,  the Executive shall have the right to receive, as additional
compensation,  within 30 days of the  Determination  Date (as defined below), an
amount equal to the product of (A) the  difference  between (1) the market value
of a share of  Common  Stock  of  Bancorp  underlying  such  option  had it been
available on the date of the  scheduled  award (such market value to be equal to
the  average of the closing  price of a share of the Common  Stock of Bancorp as
reported by the NASDAQ  Stock Market Inc. for the ten (10) trading days prior to
the respective  December 31) and (2) the market value of a share of Common Stock
of Bancorp on the date chosen by the Executive  during the ten year period after
the  date  of the  scheduled  award  (the  date  chosen  by the  Executive,  the
"Determination Date"), multiplied by (B) the number of shares of Common Stock of
Bancorp  which would have been covered by such option had it been  granted.  The
Determination  Date shall be the date immediately  preceding the date on which a
written  notice is  received  by the Bank via  overnight  mail  service  and the
applicable  market value shall be the closing  price of the shares of Bancorp on
the  Determination  Date.  Alternatively,  the Executive may hand-deliver such a
written  notice to the Chairman of the Board of Bancorp after the closing of the
NASDAQ market on any date during said period stipulating that such date shall be
the



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Determination  Date in respect of the aforesaid  procedure.  The aforesaid  cash
amount shall be payable to the Executive  only in respect of option shares which
otherwise have been fully vested as of any Determination  Date. In the event the
Employment  Period is terminated for cause (as defined herein),  or is otherwise
terminated by the Executive or by reason of Executive's death or disability, the
Executive  shall  forfeit the right to exercise  any of the  aforesaid  options,
provided,  however,  that in the event of a  termination  based upon a Change of
Control (as hereinafter  defined),  or a termination  other than for cause or by
reason of the Executive's death or disability,  all granted but unvested options
will be deemed to fully vest at the time of such termination.

4.  DISABILITY.  If during any period in which Executive shall have continued to
perform his duties as an employee of the Bank,  Executive shall incur a total or
partial disability (as defined in subsection (d) below),  then until the earlier
of (a)  180  days  after  the  date  such  disability  is  incurred,  or (b) the
expiration  of the term of the  Employment  Period  (either  shall be termed the
"Disability Period"),  the Bank shall pay Executive during the Disability Period
on the basis of his  then-regular  salary (any payments that  Executive  does or
would  otherwise  receive  pursuant  to  the  Bank's;  disability  coverage  for
employees generally for this period of disability shall be set off against these
payments).

         (a) If  Executive's  total  disability  shall  terminate  prior  to the
expiration of the Employment  Period,  then  Executive  shall return to full and
active employment with the Bank under the terms of this Agreement; provided that
if he shall again become disabled within a period of three (3) months after such
return, other than by reason of an event which is not causatively related to his
original  disability,  then Executive shall be deemed to have been  continuously
disabled from the date he incurred his original disability;

         (b) In the event Executive shall incur a partial disability (as defined
in  (d)  below),  then  during  the  period  of  the  partial  disability,   the
compensation  to be paid to him in  consideration  of his  services  to the Bank
shall be equitably adjusted to reflect the time that he is able to devote to the
affairs  of and the  value of the  service  he is able to  impart  to the  Bank;
provided, however, that during the Disability Period, the compensation shall not
be less than  Executive  would have  received  under this  Section 4 had he been
totally  rather that  partially  disabled  (this is to say, he shall receive his
then-regular salary for that Disability Period);

         (c) Payments to Executive  under this Section 4 shall be reduced by the
amounts,  if any,  as may be  payable to him by reason of his  disability  under
policies of insurance maintained and/or paid for by the Bank;

         (d) As used in this Agreement, the term "total disability" shall mean a
disability  such that,  for physical or mental  reasons,  Executive is unable to
perform substantially his obligations  hereunder for the reasonably  foreseeable
future (not less than 90 days),  as  determined by the Bank's Board of Directors
after considering  competent medical  evidence.  As used in this Agreement,  the
term  "partial  disability"  shall  mean  a  disability,   other  than  a  total
disability,  such that, for physical or mental  reasons,  Executive is unable to
perform a material portion of his usual duties at the Bank on a full-



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time basis as  determined  by the Bank's  Board of Directors  after  considering
competent evidence.

5. TERMINATION.

         (a)  TERMINATION  BY DEATH.  If  Executive  dies during the  Employment
Period, the Bank's obligations under this Agreement shall terminate  immediately
and  Executive's  estate  shall be  entitled  to all  arrearages  of salary  and
expenses but shall not be entitled to further compensation.

         (b) TERMINATION  WITH OR WITHOUT CAUSE.  This Agreement and Executive's
employment  with the Bank may be  terminated  for cause at any time upon  thirty
(30) days advance written notice from the Bank to Executive,  which notice shall
set  forth  the  facts on which the  termination  is  based.  Upon  termination,
Executive shall be entitled to all arrearages of salary and expenses,  but shall
not be entitled to further compensation or benefits.

         As  used in this  Agreement,  and  without  limitation,  "cause"  shall
include:  (i)  Executive's  conviction by any trial court of any crime involving
fraud,  embezzlement,  theft or dishonesty;  (ii) serious willful  misconduct by
Executive,  including  personal  dishonesty in connection  with Bank business or
customers or the breach of a fiduciary duty to the Bank or its customers;  (iii)
the total  disability  of Executive,  as defined in Paragraph 4 above;  (iv) any
material breach by Executive of this Agreement;  or (v) if the Bank's regulatory
authorities issue an order removing Executive from his positions at the Bank, or
if such  regulatory  authorities  inform  the  Directors  that  continuation  of
Executive  in his  position at the Bank would  constitute  an unsafe and unsound
banking practice.

         Executive's  employment  may be terminated by the Bank without cause at
any time,  provided  that,  in such  event,  Bank  shall pay  Executive,  in one
lump-sum payment within thirty (30) days after such termination, an amount equal
to the higher of the following:  (i) that amount which is equal to the aggregate
amount of salary  payments  that would be made to Executive for the remainder of
the Employment Period, calculated at the Executive's then annual Base Salary; or
(ii)  that  amount  which is  equal to 1-1/2  years  (18  months)  Base  Salary,
calculated at Executive's then annual Base Salary, whichever is greater.

         In addition,  if Executive is terminated  without cause, the Bank shall
either continue to carry Executive at no additional cost to him under the Bank's
employee  hospital,  medical  services,  dental and other  health  plans for the
remainder of the  Employment  Period,  or, if he is not  eligible for  continued
coverage  under such  plans,  pay the cost of  similar  coverage  for  Executive
pursuant  to  COBRA or  similar  private  insurance  plans  offering  comparable
coverage.

         The  provisions  of this Section 5 shall apply only to  termination  of
this  Agreement  prior  to  a  Change  of  Control  (as  hereinafter   defined).
Termination  of this  Agreement  following  the  occurrence of Change of Control
shall be governed by Section 11 hereof.



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         (c)  IMMEDIATE  CESSATION  OF  EMPLOYMENT.  In  the  event  Executive's
employment  terminates pursuant to subparagraph (b), the Bank may further direct
Executive  to cease  immediately  his  activities  on  behalf of the Bank and to
discontinue using any of the Bank's facilities;  provided,  however, that in the
event of these  directions,  the Bank shall  continue to provide  Executive with
salary and other benefits required by this Agreement until the expiration of the
notice period set forth in subparagraph (b).

         (d)   SURVIVAL.   Anything   in   this   Agreement   to  the   contrary
notwithstanding  the provisions of Sections 6, 7, 8, 9, and 10 shall survive the
termination of Executive's employment with the bank.

6. NON-COMPETITION AGREEMENT.

         (a) Executive absolutely and unconditionally  covenants and agrees with
the Bank that,  from the period  commencing  on the date of this  Agreement  and
continuing  for a  period  of one (1)  year  following  the  termination  of his
employment as provided for in this  Agreement,  Executive will not,  anywhere in
the Restricted Area (as defined in subparagraph  (b) below),  either directly or
indirectly, solely or jointly with any person or persons (a "Competitor"), as an
employee,  consultant,  or  advisor  (whether  or not  engaged in  business  for
profit), or an individual proprietor,  partner, shareholder (provided that share
ownership  of less  than 5% of the  share  voting  power  shall  be  permitted),
director,  officer, joint venturer, investor (provided that such investment will
not be a  violation  if it is limited to less than 5% of the  ownership  of such
entity), lender, or in any other capacity, compete with the business of the Bank
(i) as  conducted  as of the date of  execution  of this  Agreement;  or (ii) as
conducted during the Employment  Period;  or (iii) as conducted as of the end of
the Employment  Period or (iv) as proposed to be conducted by the Bank as of the
end of the Employment Period (collectively, the "Business"). Notwithstanding the
foregoing,  the  provisions  of this  Section 6 (a) shall not apply in the event
that (i) the  Executive's  employment  is  terminated by the Bank other than for
cause or (ii) the  Executive  is employed  by the Bank for the entire  three (3)
year term  hereof and the Bank then  determines  not to further  renew or extend
this  Agreement  on  substantially  similar  terms.  In either of the  foregoing
events,  however,  the terms of  Sections 7 and 8 hereof  shall  continue  to be
binding upon the Executive. In addition, and notwithstanding the foregoing,  the
non-compete  provisions of this Section 6(a) shall apply to the Executive in the
event the Executive receives the Severance Amount pursuant to Section 11 herein,
and in such  situation  only,  the  "Restricted  Area"  shall  be (i) the  towns
identified in Section 6(b) below, (ii) any town or city in which the Bank has an
office or branch as of the time of the Change of Control,  and (iii) Westchester
County,  New  York.  Upon  any  violation  of the  aforesaid  provisions  by the
Executive, the Executive shall repay the Severance Amount to the Bank.

         (b) As used in this  Section  6:  (i) the  term  "compete"  shall  mean
engaging,  participating,  or being  involved in any respect in the  business of
banking,  or furnishing any aid, assistance or service of any kind to any person
in connection with, the Business and shall include,  without  limitation,  being
employed by any banking institution which



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has a branch or other place of business in the Restricted  Area;  (ii) except as
otherwise  provided in Section 6(a) above, the term "Restricted Area" shall mean
the following six towns:  Greenwich,  Stamford,  Darien, New Canaan, Norwalk and
Westport.

         (c) If a Court  or  arbitration  panel  concludes  through  appropriate
proceedings  that Executive has breached the covenant set forth in this Section,
the term of the  covenant  shall be  extended  to a term equal to the period for
which Executive is determined to have breached the covenant.

7. COVENANT NOT TO DISCLOSE. Executive agrees that, by virtue of the performance
of the  normal  duties  of his  position  with  the Bank  and by  virtue  of the
relationship  of  trust  and  confidence  between  Executive  and the  Bank,  he
possesses and will possess  certain data and knowledge of operations of the Bank
which are proprietary in nature and confidential. Executive covenants and agrees
that he will not,  at any time,  whether  during the term of this  Agreement  or
otherwise,  reveal, divulge or make known to any person (other than the Bank) or
use for his own account,  any  confidential or proprietary  record,  data, trade
secret,  price policy, rate structure,  personnel policy,  method or practice of
obtaining  or  doing  business  by  the  Bank,  or  any  other  confidential  or
proprietary  information whatever (the "Confidential  Information"),  whether or
not obtained with the  knowledge  and  permission of the Bank and whether or not
developed,  devised or  otherwise  created  in whole or in part by his  efforts.
Executive  further  covenants and agrees that he shall retain all such knowledge
and information  which he shall acquire or develop  respecting such Confidential
Information  in trust for the sole  benefit of the Bank and its  successors  and
assigns.

8. NON-INTERFERENCE  COVENANT.  Executive covenants and agrees that he will not,
for a period  of one (1)  year  following  the  termination  of this  Agreement,
directly or indirectly,  for whatever reason, whether for his own account or for
the account of any other person,  firm,  corporation or other organization:  (i)
solicit,  employ,  or otherwise  interfere  with any of the Bank's  contracts or
relationships with any employee, officer, director or any independent contractor
who is employed by or  associated  with the Bank at the time of  termination  of
this Agreement;  or (ii) actively solicit, or cause to be solicited or otherwise
actively  interfere with any of the Bank's contracts or  relationships  with any
independent contractor,  customer,  client or supplier of the Bank. It shall not
constitute  a violation  of this  Section 8 if  customers,  clients or employees
follow  Executive  to his  new  place  of  employment  without  any  independent
solicitation  on the part of  Executive  (or  caused  by  Executive)  or if such
customers  or clients  respond to any mass  advertising  solicitation  conducted
independently by Executive's new employer without input from Executive.

9. BUSINESS MATERIALS AND PROPERTY DISCLOSURE.  All written materials,  records,
and documents  made by Executive or coming into his  possession  concerning  the
business or affairs of the Bank shall be the sole property of the Bank and, upon
termination of his employment with the Bank, Executive shall deliver the same to
the Bank and shall retain no copies. Executive shall also return to the Bank all
other  property  in his  possession  owned by the Bank upon  termination  of his
employment.



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<PAGE>



10. BREACH BY EXECUTIVE. It is expressly understood,  acknowledged and agreed by
Executive  that:  (i) the  restrictions  contained in Sections 6, 7, 8, and 9 of
this Agreement represent a reasonable and necessary protection of the legitimate
interests  of the Bank and that his  failure  to  observe  and  comply  with his
covenants and  agreements in those Sections will cause  irreparable  harm to the
Bank;  (ii) it is and will  continue to be difficult  to  ascertain  the nature,
scope  and  extent of the harm;  and (iii) a remedy at law for such  failure  by
Executive  will be inadequate.  Accordingly,  it is the intention of the parties
that,  in addition to any other rights and  remedies  which the Bank may have in
the event of any breach of said  Sections,  the Bank shall be  entitled,  and is
expressly and irrevocably authorized by Executive, to demand and obtain specific
performance,  including without limitation,  temporary and permanent  injunctive
relief, and all other appropriate equitable relief against Executive in order to
enforce against  Executive,  or in order to prevent any breach or any threatened
breach  by  Executive,  of the  covenants  and  agreements  contained  in  those
Sections.

11.  CHANGE  OF  CONTROL.  If,  during  the  Employment  Period  (and  after the
Employment  Period so long as the  Executive is then still the  full-time  chief
executive  officer of the Bank),  there is a "Change of Control" of the Bank (as
defined below) and the  Executive's  employment is thereafter  terminated by the
Executive  or by the Bank  other  than (i) for  cause,  or (ii) by reason of the
Executive's  death or disability,  the Executive  shall be entitled to receive a
severance  payment  (the  "Severance   Amount")  in  consideration  of  services
previously  rendered to the Bank.  The Severance  Amount shall be made as a lump
sum cash payment  equal to two (2) times the greater of the  following:  (A) the
Executive's then annual Base Salary;  (B) the Executive's cash compensation (the
"Cash  Compensation")  from the Bank for  services  rendered  for the last  full
calendar  year  immediately   preceding  the  Change  of  Control;  or  (C)  the
Executive's  average annual cash  Compensation  with respect to the two (2) most
recent  taxable  years  ending  before  the date on which the  Change of Control
occurs.

         The Cash  Compensation  referred to above  shall  include the amount of
Base Salary and any cash incentive  compensation  paid to Executive for services
rendered for the time period in question,  as such  compensation is described in
Sections 3(a) and 3(d) hereof, including any and all of said amounts as may have
been deferred by Executive  under deferral plans, if any, of the Bank, and shall
include long-term compensation which, by its terms, is accelerated upon a Change
of Control,  or if not, shall by this Agreement be so accelerated and determined
as the present value of any long-term  cash  incentive  compensation  previously
awarded to  Executive  but not yet paid,  measured at the time of award with the
assumption that the award would be 100% earned over the performance period. Cash
compensation  will not  include any cash  received  in lieu of stock  options or
restricted stock. Payment of the Severance Amount under this Section 11 shall be
in lieu of any amount due or payable  to the  Executive  under  Sections 3 and 5
hereof.  Payment  under  this  Section  11 shall be paid in full  within 90 days
following  the date of the  Change of  Control  and shall not be  reduced by any
compensation  which the Executive may receive from other employment with another
employer should  Executive's  employment with the Bank terminate.  The Executive
shall not be entitled to the



                                       9
<PAGE>



Severance  Amount,  and  shall  repay to the Bank (or its  successors)  any sums
representing the Severance Amount  previously paid to the Executive by the Bank,
in the event that the Executive becomes employed as a senior officer of the Bank
or any successor  entity to the Bank within a two (2) year period  following any
such Change in Control.

         For purposes hereof, a "Change in Control" shall have occurred if:

         (1) Any "person" other than (i) Angelo DeCaro and his family members or
family  trusts,  (ii) Fred DeCaro and his family  members or family  trusts,  or
(iii) any  trustee  or other  fiduciary  holding  securities  under an  employee
benefit plan of the Bank within the meaning of Section  14(d) of the  Securities
Exchange  Act  of  1934  (the  "Act"),  by  merger  or  otherwise,  becomes  the
"beneficial owner" as defined in Rule 13d-3 thereunder,  directly or indirectly,
of more than 35% of the Bancorp's Common Stock;

         (2) any "person" other than (i) Angelo DeCaro and his family members or
family  trusts;  (ii) Fred DeCaro and his family  members or family  trusts,  or
(iii) any  trustee  or other  fiduciary  holding  securities  under an  employee
benefit plan of the Bank,  acquires by proxy or otherwise the right to vote more
than 35% of Bancorp's  Common Stock for the  election of  directors,  other than
solicitation of proxies by the Incumbent Board (as hereinafter defined), for any
merger or consolidation of the Bank or for any other matter or question;

         (3)   Bancorp's   stockholders   have  approved  the  sale  of  all  or
substantially all of the assets of the Bank; or

         (4) the Board of  Directors  determines  that a person  other  than (i)
Angelo  DeCaro and his family  members or family  trusts or (ii) Fred DeCaro and
his  family  members  or family  trusts,  directly  or  indirectly  exercises  a
controlling influence over the management or policies of the Bank,

         A "Change of Control"  shall be deemed not to have occurred if (A) such
event is mandated or directed by a regulatory body having  jurisdiction over the
Bank's  operations;  or (B) it  occurs  pursuant  to the terms of a plan for the
acquisition  of the  capital  stock of Bancorp by a newly  formed  bank  holding
company if in the  consummation  of such plan the  shareholders  of Bancorp will
receive, pro rata, all of the common stock of such bank holding company; unless,
in such transaction, a Person satisfies sub-paragraph (1), (2), or (4) above.

         A  "Person"  shall  include a  natural  person,  corporation,  or other
entity.  When two or more  persons act as a  partnership,  limited  partnership,
syndicate, or other group for the purpose of acquiring,  holding or disposing of
Bancorp capital stock, such partnership,  syndicate or group shall be considered
a Person.  Beneficial  ownership  shall be  determined  under  the then  current
provisions  of Rule 13d-3 of the  Securities  Exchange Act of 1934,  as amended,
Reg. Section 240.13d-3,  or their successor  provision(s).  The filing of a Form
F-11A by a Person shall not be deemed a Change of Control.



                                       10
<PAGE>




         If,  after a Change of Control of the Bank,  the  Executive  incurs any
fees and expenses of counsel to enforce this  Agreement,  the Bank agrees to pay
such fees and expenses to Executive.  The Executive's  choice of counsel and his
decision to retain counsel shall be in his reasonable  discretion,  provided any
such fees and  expenses  must be  reasonable  and shall be  payable  only if the
Executive prevails on the merits of his claim.

         Notwithstanding  any other  provision  hereof,  in the  event  that any
payment or benefit  received or to be received by the  Executive  in  connection
with a Change in Control of the Bank or the termination of the Employment Period
(whether pursuant to the terms of this Agreement or any other plan,  arrangement
or  agreement  with the Bank,  any person  whose  actions  result in a Change in
Control or any person affiliated with the Bank or such person (collectively with
the Severance  Amount,  "Total  Payments")) would not be deductible (in whole or
part) as a result of Section  280G of the Code,  by the Bank,  an  affiliate  or
other person making such payment or providing such benefit, the Severance Amount
shall be reduced until no portion of the Total  Payments is not  deductible,  or
the Severance  Amount is reduced to zero. For purposes of this limitation (a) no
portion of the Total  Payments the receipt or  enjoyment of which the  Executive
shall have  effectively  waived in  writing  prior to the date of payment of the
Severance  Amount  shall be taken  into  account;  (b) no  portion  of the Total
Payments  shall be  taken  into  account  which in the  opinion  of tax  counsel
selected by the Bank's independent auditors and acceptable to the Executive does
not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of
the Code; (c) the Severance Amount shall be reduced only to the extent necessary
so that the Total Payments  (other than those referred to in clauses (1) or (2))
in their  entirety  constitute  reasonable  compensation  for services  actually
rendered  within the meaning of Section  280G(b)(4) of the Code or are otherwise
not subject to  disallowance  as  deductions,  in the opinion of the tax counsel
referred  to in clause  (b);  and (d) the value of any non cash  benefit  or any
deferred  payment or benefit  included in the Total Payments shall be determined
by the Bank's independent auditors in accordance with the principles of Sections
280G(d)(3) and (4) of the Code.

12. REGULATORY  RESTRICTIONS.  Notwithstanding  any provision to the contrary in
this Agreement,  the Bank shall not be required under this Agreement to continue
Executive in his  position(s) at the Bank, or to make any payments to Executive,
if the  regulatory  authorities  having  jurisdiction  over the Bank  order  the
Executive's  removal from the Bank, or if such  regulations  determine  that any
payment wold  constitute an illegal "excess  parachute"  payment under 12 U.S.C.
Section 1828(k) and regulations promulgated thereunder, or an "unsafe or unsound
banking practice" pursuant to 12 U.S.C. Section 1818(b).

13. ARBITRATION. Any dispute whatsoever relating to the interpretation, validity
or  performance  of this  Agreement,  or any other  dispute  arising out of this
Agreement  which cannot be resolved by any party upon thirty (30) days'  written
notice  to the  other  party  shall be  settled  by  arbitration  in the City of
Stamford,  Connecticut,  in  accordance  with the rules then  prevailing  of the
American Arbitration Association, and the judgment upon the



                                       11
<PAGE>



award  rendered  by the  arbitrators  may be entered  in any court of  competent
jurisdiction. It is the purpose of this Agreement, and the intent of the parties
hereto to make the  submission  to  arbitration  of any  dispute or  controversy
arising out of this Agreement,  as set forth  hereinabove,  an express condition
precedent  to any  legal  or  equitable  action  or  proceeding  of  any  nature
whatsoever.

14. GENERAL PROVISIONS:

         (a) All  notices  required  by this  Agreement  shall be in writing and
shall be  sufficiently  given if delivered or mailed by  registered or certified
mail, return receipt requested, to the parties at their respective addresses set
forth below. Any party may specify a different  address by written notice to the
other, in accordance with this Section. All notices shall be deemed to have been
given as of the date so delivered or mailed.

         To the Bank:

                900 Bedford Street
                Stamford, CT
                Attention:  Chairman of the Board of Directors

         To Executive:

                Charles F. Howell
                13 Delno Drive
                Danbury, CT

         (b) Except  insofar  as  Executive  may be subject to general  policies
adopted  by the Bank from  time to time,  this  Agreement  contains  the  entire
agreement  between  the  parties,  and  there  are  no  other   representations,
warranties,  conditions  or  agreements  relating to the subject  matter of this
Agreement.

         (c) The waiver by any party of any  breach or default of any  provision
of  this  Agreement  shall  not  operate  or be  construed  as a  waiver  of any
subsequent breach.

         (d) This  Agreement may not be changed  orally but only by an agreement
in writing duly executed on behalf of the party against which enforcement of any
waiver, change, modification, consent or discharge is sought.

         (e) This  Agreement  shall be binding  upon and inure to the benefit of
the Bank and Executive and their respective successors, assigns, heirs and legal
representatives.  Insofar as Executive is concerned,  this Agreement is personal
and Executive's duties under it shall not be assigned by Executive.

         (f) Each of the parties agrees to execute all further  instruments  and
documents  and to take all  further  action  as the other  party may  reasonably
request in order to effectuate the terms and purposes of this Agreement.



                                       12
<PAGE>




         (g) This Agreement may be executed in one or more counterparts,  all of
which taken together shall constitute one and the same instrument.

         (h) This  Agreement  shall be construed  pursuant to and in  accordance
with the laws of the State of Connecticut.

         (i) Wherever used in this Agreement, the masculine, feminine and neuter
pronouns  shall be fully  interchangeable,  and the singular  shall  include the
plural where the context so requires and vice versa.

         (j) If any term or provision of this  Agreement is held or deemed to be
invalid  or  unenforceable,  in  whole  or in  part,  by a  court  of  competent
jurisdiction,  such term of provision shall be ineffective to the extent of such
invalidity or  unenforceability  without  rendering invalid or unenforceable the
remaining terms and provisions of this Agreement.

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date first above written.

                                          PATRIOT NATIONAL BANK


                                          By:   /s/ ANGELO DECARO
                                             -----------------------------------
                                             Chairman of Board of Directors

                                          PATRIOT NATIONAL BANCORP, INC.


                                          By:   /s/ ANGELO DECARO
                                             -----------------------------------
                                             President & CEO

                                                /s/ CHARLES F. HOWELL
                                             -----------------------------------
                                             Charles F. Howell
                                             Executive





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