EXHIBIT
      10(a)(4)




**CHANGE
      OF CONTROL AGREEMENT**





This
      CHANGE OF CONTROL AGREEMENT (the "AGREEMENT") is made and entered into as of
      January 1, 2007, by, between and among ANGELO DE CARO of Sands Point, New York
      ("CHAIRMAN"), PATRIOT NATIONAL BANK, a national banking association with
      headquarters located in Stamford, Connecticut ("BANK"), and PATRIOT NATIONAL
      BANCORP, INC., the parent bank holding company of the Bank
      ("BANCORP").





W
      I T N E
      S S E T H





WHEREAS,
      it is contemplated that from time to time one or more entities may consider
      the
      possibility of acquiring Bancorp or Bank or that a Change of Control (as
      hereinafter defined) may otherwise occur, with or without the approval of the
      Board of Directors of Bancorp or the Board of Directors of Bank;
      and





WHEREAS,
      the Boards of Directors of Bancorp and Bank have determined that it is in the
      best interests of Bancorp and its securityholders to provide incentive to
      Chairman to remain as Chairman of the Board and CEO of Bancorp and Chairman
      of
      the Board of the Bank (the "Positions") during any period prior to or during
      a
      possible Change of Control of Bancorp or the Bank and for a period of up to
      six
      months following a Change of Control of Bancorp or the Bank, with the continued
      dedication and objectivity of Chairman, notwithstanding the possibility, threat
      or occurrence of a Change of Control; and





WHEREAS,
      the Parties (as hereinafter defined) desire to enter into this Agreement to
      reflect the terms and conditions contained herein;





NOW,
      THEREFORE, in consideration of the mutual promises and covenants hereinafter
      described and for other good and valuable consideration the receipt and
      sufficiency of which is hereby acknowledged, the Parties hereto hereby agree
      as
      follows:





1.  DEFINED
      TERMS. The terms defined below shall have the following meanings for purposes
      of
      this Agreement:





(a)  "AGREEMENT"
      means this Change of Control Agreement, as amended, restated, supplemented
      or
      modified from time to time and together with any exhibits or attachments
      hereto.





(b)  "CAUSE"
      shall mean (i) the continued failure by Chairman substantially to perform his
      duties in the Positions (other than any such failure resulting from his
      incapacity due to physical or mental illness) or (ii) the engaging by Chairman
      in conduct which is materially injurious to Bancorp or Bank, monetarily or
      otherwise, in either case as determined by the Board of Directors of Bancorp
      or
      Bank.





(c)  "CHANGE
      OF CONTROL" means:





(i)  a
      change
      in control of the direction and administration of Bancorp's business of a nature
      that would be required to be reported in response to Item 6(e) of Schedule
      14A
      of Regulation 14A (or any successor rule or regulation) promulgated under the
      Exchange Act, whether or not Bank or Bancorp is then subject to such reporting
      requirements;





(ii)  any
      person (as such term is used in Sections 14(d) and 14(d)(2) of the Exchange
      Act
      but excluding any employee benefit plan of Bancorp or Bank), other than (x)
      Angelo De Caro and his family members or family trusts, or (y) any trustee
      or
      other fiduciary holding securities under an employee benefit plan of Bancorp
      or
      Bank, by merger or otherwise, is or becomes the "beneficial owner" (as defined
      in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
      of
      Bancorp representing 25% or more of the combined voting power of Bancorp's
      outstanding securities then entitled ordinarily (and apart from rights accruing
      under special circumstances) to vote for the election of directors;





(iii)  the
      Bancorp shall complete a sale of all or substantially all of the assets of
      Bancorp;





(iv)  the
      Bank
      shall complete a sale of all or substantially all of the assets of
      Bank;





(v)  the
      Board
      of Directors of Bancorp shall approve any merger, consolidation or like business
      combination or reorganization of Bancorp, the consummation of which results
      in
      the occurrence of any event described in clause (ii) above;





(vi)  the
      Board
      of Directors of Bank shall approve any merger, consolidation or like business
      combination or reorganization of Bank, the consummation of which results in
      someone other than Bancorp owning the Bank or its successor;





(vii)  the
      Board
      of Directors of Bancorp determines that any person (as such term is used in
      Sections 14(d) and 14(d)(2) of the Exchange Act but excluding any employee
      benefit plan of Bancorp), other than Angelo De Caro and his family members
      or
      family trusts, directly or indirectly exercises a controlling influence over
      the
      management or policies of Bancorp; or





(viii)  the
      Board
      of Directors of Bank determines that any person (as such term is used in
      Sections 14(d) and 14(d)(2) of the Exchange Act but excluding any employee
      benefit plan of Bank), other than Bancorp or Angelo De Caro and his family
      members or family trusts, directly or indirectly exercises a controlling
      influence over the management or policies of Bank;





PROVIDED,
      HOWEVER, that (i) the filing of a Form 13D or G by any person or (ii) any event
      mandated or directed by a regulatory body having jurisdiction over Bancorp's
      or
      Bank's operations, shall not of itself be deemed a Change of
      Control.


2


(d)  "CHANGE
      OF CONTROL PAYMENTS" has the meaning set forth in Section 2 of this
      Agreement.





(e)  "DISABILITY"
      means any physical or mental condition that (i) would qualify Chairman for
      a
      disability benefit under any long-term disability plan maintained by Bank and
      applicable to such Chairman, or (ii) renders Chairman unable to perform
      substantially his obligations in the Positions for the reasonably foreseeable
      future (not less than ninety (90) days), as determined by the Board of Directors
      of Bank after considering competent medical evidence.





(f)  "EXCHANGE
      ACT" means the Securities Exchange Act of 1934, as amended.





(g)  "INTERNAL
      REVENUE CODE" means the Internal Revenue Code of 1986, as amended.





(h)  "PARTY"
      or "PARTIES" means, individually or collectively, Chairman, Bancorp and/or
      Bank.





(i)  "PATRIOT"
      means, collectively, Bancorp and Bank.





2.  CHANGE
      OF
      CONTROL PAYMENT.





(a)  If
      there
      is a Change of Control, (i) during any time Chairman is in the Positions, or
      (ii) within six (6) months following the date Chairman is no longer in the
      Positions, other than for Cause or by reason of Chairman's death or Disability,
      then Chairman shall be entitled to receive a payment (the "CHANGE OF CONTROL
      PAYMENT") in consideration of services previously rendered to Patriot. The
      Change of Control Payment shall be made as a lump sum cash payment equal to
      the
      greater of (A) 2.5 times Chairman's annual base salary (calculated as of the
      date of the Change of Control or, in the case of Section 2(a)(ii), calculated
      as
      of the date of prior termination), or (B) 2.5 times Chairman's total
      compensation, including salary and any cash incentive compensation, from Patriot
      for services rendered for the last full calendar year immediately preceding
      the
      Change of Control. The Change of Control Payment shall be paid in full within
      15
      days following the date of the Change of Control; PROVIDED, HOWEVER, that such
      payment may be deferred for such period (not to exceed six months) following
      the
      date of the Change of Control if Bancorp or the Bank requests that Chairman
      continue to provide services to it. If Chairman voluntarily terminates his
      service to Bancorp or Bank prior to the date (not more than six months following
      the date of the Change of Control) specified by Bancorp or Bank, Chairman shall
      forfeit his right to receive the Change of Control Payment. The Change of
      Control Payment shall not be reduced by any other compensation which Chairman
      may receive from Bancorp or Bank or from other employment with another employer.
      In addition, and notwithstanding the foregoing, in the event Chairman gives
      Bancorp or Bank notice that Chairman is voluntarily resigning or otherwise
      leaving the Positions and thereafter a Change of Control occurs, Chairman shall
      have no right to receive the Change of Control Payment.





(b)  All
      payments made pursuant to this Agreement will be subject to withholding of
      applicable income and employment taxes.


3


(c)  If,
      after
      a Change of Control, Chairman prevails in any action to enforce this Agreement,
      then Bancorp or Bank shall be obligated to reimburse Chairman for all reasonable
      fees and expenses, including reasonable attorneys' fees of counsel chosen by
      Chairman in his sole discretion.





(d)  Notwithstanding
      any other provision of this Agreement or of any other agreement, understanding
      or compensation plan, Bank shall not be obligated to pay any amounts which
      violate restrictions imposed, or which may in the future be imposed, on such
      payments by Bank pursuant to Section 18(k)(1) of the Federal Deposit Insurance
      Act, or any regulations or orders which are or may be promulgated thereunder;
      nor shall any payments be made which would constitute an "unsafe or unsound
      banking practice" pursuant to 12 U.C.C. Section 18(b).





(e)  Notwithstanding
      any other provision hereof, in the event that any payment or benefit received
      or
      to be received by Chairman in connection with a Change of Control would not
      be
      deductible (in whole or part) as a result of Section 280G of the Internal
      Revenue Code, by Patriot, an affiliate or other person making such payment
      or
      providing such benefit, the Change of Control Payment shall be reduced until
      no
      portion is not deductible, or the Change of Control Payment is reduced to zero.
      For purposes of this limitation, (i) no portion of the Change of Control Payment
      the receipt or enjoyment of which Chairman shall have effectively waived in
      writing prior to the date of payment of the Change of Control Payment shall
      be
      taken into account; (ii) no portion of the Change of Control Payment shall
      be
      taken into account which in the opinion of tax counsel selected by Patriot's
      independent auditors and acceptable to Chairman does not constitute a "parachute
      payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code;
      (iii) the Change of Control Payment shall be reduced only to the extent
      necessary so that such payment shall constitute reasonable compensation for
      services actually rendered within the meaning of Section 280G(b)(4) of the
      Internal Revenue Code or are otherwise not subject to disallowance as
      deductions, in the opinion of the tax counsel referred to in clause (ii); and
      (iv) the value of any non cash benefit or any deferred payment or benefit
      included in the Change of Control Payment shall be determined by Patriot's
      independent auditors, in accordance with the principles of Sections 280G(d)(3)
      and (4) of the Internal Revenue Code. In the event that Patriot's independent
      auditors cannot or decline to act as aforesaid, their duties may be discharged
      by such other independent professional firm as the Board of Directors of Bancorp
      may determine.





3.  TERM.
      This Agreement shall terminate on the earliest of: (i) immediately, upon
      Chairman's voluntary resignation or otherwise leaving the Positions for Cause,
      death or Disability, (ii) six months following Chairman's voluntary resignation
      or otherwise leaving the Positions, other than for Cause, death or Disability,
      or (iii) six months following receipt by Chairman of the Change of Control
      Payment.





4.  ASSIGNMENT.
      This Agreement will be binding on and will inure to the benefit of the Parties
      hereto and their respective successors, permitted assigns and legal
      representatives. Without otherwise limiting the foregoing, "Bancorp" or "Bank"
      as used herein shall refer to any successor institution whether by merger,
      consolidation, acquisition or otherwise.


4


5.  NON-COMPETITION
      AGREEMENT. If Chairman receives the Change of Control Payment, Chairman
      absolutely and unconditionally agrees with Bancorp and Bank that, for a period
      of six (6) months from the date of receipt of the Change of Control Payment,
      Chairman will not, anywhere in the Restricted Area (as defined 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 as an individual proprietor, partner, shareholder
      (provided that ownership of less than 5% of the 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 Bancorp or the Bank as conducted or proposed to be conducted as
      of
      the date of the Change of Control. As used herein, "RESTRICTED AREA" shall
      be
      Fairfield and New Haven Counties, Connecticut; Westchester, Nassau and Suffolk
      Counties, New York and Manhattan, New York, and any town or branch in which
      the
      Bank has an office as of the time of the Change of Control.





6.  ENTIRE
      AGREEMENT; NO WAIVER. This Agreement contains the entire agreement between
      the
      Parties with respect to the subject matter herein and may not be modified or
      amended except by a written instrument signed by the Parties. Neither the
      failure to insist upon strict performance of any of the terms, covenants or
      conditions of this Agreement, nor the acceptance of monies due hereunder with
      knowledge of a breach of this Agreement, shall be deemed a waiver of any rights
      or remedies that either Party may have or a waiver of any subsequent breach
      or
      default in any of such agreements, terms, covenants and conditions.





7.  FURTHER
      INSTRUMENTS. 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.





8.  MODIFICATION
      AND SEVERABILITY. Wherever possible, each provision of this Agreement shall
      be
      interpreted in such manner as to be effective and valid under applicable law,
      but if any provision of this Agreement shall be prohibited by or invalid under
      applicable law, such provision shall be deemed modified to the extent necessary
      to make it enforceable under applicable law. If any such provision is not
      enforceable as set forth in the preceding sentence, the unenforceability of
      such
      provision shall not affect the other provisions of this Agreement, but this
      Agreement shall be construed as if such unenforceable provision had never been
      contained herein.





9.  GOVERNING
      LAW. It is the intention of the Parties that the internal substantive laws,
      and
      not the laws of conflicts, of the State of Connecticut should govern the
      enforceability and validity of this Agreement, the construction of its terms
      and
      the interpretation of the rights and duties of the Parties.





10.  JURY
      WAIVER. The Parties, and any principals for whom they are agents, waive the
      right to a trial by jury in any action arising between the Parties or their
      principals under this Agreement, whether such actions are claims in contract,
      tort, statute, or otherwise, or made by claim, counterclaim, third-party claim
      or otherwise.


5


11.  NOTICES.
      All notices, requests, consents, instructions, approvals and other
      communications required or permitted hereunder shall be validly given, if in
      writing and delivered personally, or sent by registered or certified mail or
      nationally recognized air courier service, postage prepaid at the address listed
      above or at such other address as such Party may specify by written notice
      to
      each other Party. Each such notice, request, consent, instruction, approval
      and
      other communication shall for all purposes of this Agreement be treated as
      being
      effective or having been given when delivered, if delivered personally, or,
      if
      sent by mail, at the earlier of its actual receipt or three (3) days after
      the
      same has been deposited in a regularly maintained receptacle for the deposit
      of
      United States mail, addressed and postage prepaid as aforesaid, and if by air
      courier, one (1) day after the same has been deposited with such air
      courier.





12.  HEADINGS.
      The titles and headings of the various sections and paragraphs in this Agreement
      are intended solely for convenience of reference and are not intended for any
      other purpose whatsoever, or to explain, modify or place any construction upon
      or on any of the provisions of this Agreement.





13.  INTERPRETATION.
      This Agreement shall be construed as a whole according to its fair meaning.
      It
      shall not be construed strictly for or against either Party. Unless the context
      indicates otherwise, the term "or" shall be deemed to include the term "and"
      and
      the singular or plural number shall be deemed to include the other.





14.  COUNTERPARTS.
      This Agreement may be executed in one or more counterparts, each of which will
      be deemed an original, but which collectively will constitute one and the same
      instrument.








[Signature
      page follows]





6


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





PATRIOT
      NATIONAL BANCORP, INC.











By:


/s/
      John A. Geoghegan


John
      A.
      Geoghegan


Chair
      of
      Compensation Committee











PATRIOT
      NATIONAL BANK











By:


/s/
      John A. Geoghegan


John
      A.
      Geoghegan


Chair
      of
      Compensation Committee








CHAIRMAN








/s/
      Angelo De Caro


Angelo
      De
      Caro














7