U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10 - KSB

[ X ] ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2002

[   ] TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from ____________________ to ____________________

Commission file number 000-29599

                         PATRIOT NATIONAL BANCORP, INC.
                 (Name of small business issuer in its charter)

              Connecticut                                   06-1559137
    (State or other jurisdiction of               (IRS Employer Identification
      incorporation or organization)                          Number)
           900 Bedford Street
         Stamford, Connecticut                                06901
(Address of principal executive offices)                   (Zip Code)

Issuer's telephone number                                (203) 324-7500

          Securities registered under Section 12(b) of the Exchange Act:
                                    None
          Securities registered under Section 12(g) of the Exchange Act:
                   Common Stock, par value $2.00 per share
Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes  X    No
    ---      ---

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

State issuer's revenue for its most recent fiscal year: $ 16,718,538
                                                        -------------

Aggregate  market  value  of the  voting  stock  held  by  nonaffiliates  of the
registrant  as of February  28, 2003 based on the last sale price as reported on
the NASDAQ Small Cap Market: $12,943,401.

Number of shares of the  registrant's  Common Stock,  par value $2.00 per share,
outstanding as of February 28, 2003:  2,400,725
                                      ---------


<PAGE>


Documents Incorporated by Reference
-----------------------------------

Proxy Statement for 2003 Annual               Incorporated into Part III of this
Meeting of Shareholders.  (A definitive       Form 10-KSB
proxy statement will be filed with the
Securities and Exchange Commission
within 120 days after the close of the
fiscal year covered by this Form 10-KSB.)

Transitional Small Business Disclosure Format (check one):

         Yes           No    X
             -----         -----


































<PAGE>



                                Table of Contents

                                                                         Page
                                                                         ----

Part I
------

Item 1.    Description of Business                                         1

Item 2.    Description of Properties                                       7

Item 3.    Legal Proceedings                                               8

Item 4.    Submission of Matters to a Vote of Security Holders             8

Part II
-------

Item 5.    Market for Common Equity and Related
             Shareholder Matters                                           9

Item 6.    Management's Discussion and Analysis or
             Plan of Operation                                            11

Item 7.    Financial Statements                                           26

Item 8.    Changes in and Disagreements with Accountants
             on Accounting and Financial Disclosure                       26

Part III
--------

Item 9.    Directors, Executive Officers, Promoters and
             Control Persons: Compliance with Section 16 (a)
             of the Exchange Act                                          27

Item 10.  Executive Compensation                                          27

Item 11.  Security Ownership of Certain Beneficial Owners
             and Management and Related Stockholder Matters               27

Item 12.  Certain Relationships and Related Transactions                  27

Item 13.  Exhibits and Reports on Form 8-K                                27

Item 14.  Controls and Procedures                                         29

          CERTIFICATIONS                                                  32


<PAGE>



                                     PART I

Item 1.  Description of Business
         -----------------------

Patriot National  Bancorp,  Inc.  ("Bancorp"),  a Connecticut  corporation,  was
organized  in 1999 for the purpose of becoming a one-bank  holding  company (the
"Reorganization")  for Patriot  National  Bank, a national  banking  association
headquartered in Stamford, Fairfield County, Connecticut (the "Bank"). Following
receipt of regulatory  and  shareholder  approvals,  the  Reorganization  became
effective as of the opening of business on December 1, 1999.  Upon  consummation
of the  Reorganization,  each outstanding share of Common Stock, par value $2.00
per share,  of the Bank ("Bank Common  Stock"),  was converted into the right to
receive  one share of Common  Stock,  par value  $2.00  per  share,  of  Bancorp
("Bancorp  Common Stock"),  and each  outstanding  option or warrant to purchase
Bank Common  Stock  became an option or warrant to  purchase an equal  number of
shares of Bancorp Common Stock.

As of the date hereof,  the only  business of Bancorp is its ownership of all of
the issued and  outstanding  capital stock of the Bank.  Except as  specifically
noted otherwise herein,  the balance of the description of Bancorp's business is
a description of the Bank's business.

The Bank was granted  preliminary  approval by the  Comptroller  of the Currency
(the "OCC") on March 5, 1993 and received its charter and  commenced  operations
as a  national  bank on August  31,  1994.  The Bank  opened  branch  offices in
Greenwich and Old  Greenwich,  Connecticut  on September 5, 1997 and October 12,
1999,  respectively.  On  August  21,  2001 the Bank  opened a branch  office in
Norwalk, Connecticut.

On  June  30,  1999,  the  Bank  through  its  wholly-owned  subsidiary,  PinPat
Acquisition  Corporation,  acquired  all of the  outstanding  capital  stock  of
Pinnacle Financial Corp., a Connecticut corporation, Pinnacle Financial Corp., a
New Jersey  corporation,  and Pinnacle  Financial  Corp., a New York corporation
(collectively,  "Pinnacle"), a residential mortgage broker. Pinnacle surrendered
its mortgage  licenses and the  mortgage  brokerage  business of Pinnacle is now
conducted  through  a  division  of  the  Bank.  During  2002,  Pinnacle  had  a
significant impact on the business and results of operations of Bancorp.

The Bank  conducts  business at its main office  located at 900 Bedford  Street,
Stamford,  Connecticut  and at  branch  offices  located  at 100  Mason  Street,
Greenwich,  Connecticut, 184 Sound Beach Avenue, Old Greenwich, Connecticut, and
16  River  Street,  Norwalk,   Connecticut.  The  Bank  also  operates  mortgage
origination  offices at 71 Lewis  Street,  Greenwich,  Connecticut  and 20 Broad
Hollow Road, Melville, New York.

The Bank offers a broad range of consumer and commercial  banking  services with
an  emphasis  on  serving  the  needs of  individuals,  small  and  medium-sized
businesses and  professionals.  The Bank offers consumer and commercial  deposit
accounts that  include:  checking  accounts,  interest-bearing  "NOW"  accounts,
insured money market accounts,  time  certificates of deposit,  savings accounts
and IRA's (Individual Retirement Accounts). Other services include money orders,
traveler's checks, ATM's (automated teller machines), internet banking and debit
cards.


<PAGE>


In addition, the Bank may in the future offer Keogh accounts and other financial
services. The Bank does not currently accept brokered deposits.

The Bank offers commercial real estate and construction loans to area businesses
and  developers.  Real estate loans made to individuals  include home mortgages,
home  improvement  loans,  bridge loans and home equity  lines of credit.  Other
personal  loans  include  lines of credit,  installment  loans and credit cards.
Commercial  loans offered to small and medium-sized  businesses  include secured
and unsecured loans to service companies, real estate developers, manufacturers,
restaurants,  wholesalers,  retailers and  professionals  doing  business in the
region.  The Bank offers  residential  mortgages through its mortgage  brokerage
division  Pinnacle  Financial.  Pinnacle  solicits  and  processes  conventional
mortgage loan applications  from consumers on behalf of permanent  investors and
originates loans for sale.

The Bank competes with all  institutions  in its market area.  Most have greater
financial resources and  capitalization,  which gives them higher lending limits
and the ability to conduct  larger  advertising  campaigns to attract  business.
Generally the larger institutions offer services such as trust and international
banking which the Bank is not equipped to offer directly.  When the need arises,
arrangements are made with correspondent  institutions to provide such services.
To attract  business in this competitive  environment,  the Bank relies on local
promotional   activities  and  personal  contact  by  officers,   directors  and
shareholders and on its ability to offer personalized services.

The Bank does not offer  trust  services.  If the Bank  desires in the future to
offer trust services, prior approval of the OCC will be required.

The  customer  base  of  the  Bank  is  diversified  so  that  there  is  not  a
concentration of either loans or deposits within a single  industry,  a group of
industries,  a single  person or groups of people.  The Bank is not dependent on
one or a few major customers for either its deposit or lending  activities,  the
loss of any one of which would have a material adverse effect on the business of
the Bank.

Residents and businesses in Stamford, Greenwich and Norwalk, Connecticut provide
the  majority of the Bank's  deposits.  The Bank has focused  its  attention  on
serving the segment of its market area  historically  served by community banks.
The Bank  competes in its market by providing a high level of  personalized  and
responsive  banking  service for which the Bank believes  there is a need.  This
area is bordered  by New York State to the west and north,  the Town of Westport
to the east, and Long Island Sound to the south.

The Bank's loan  customers  extend  beyond  Stamford,  Greenwich  and Norwalk to
include  the  adjacent  towns in  Fairfield  County,  Connecticut,  and towns in
Westchester  County,  New  York,  although  the  Bank's  loan  business  is  not
necessarily  limited to these areas. The Bank's mortgage  brokerage  business is
concentrated in the areas  surrounding its loan origination  offices.  While the
Bank does not currently  hold or intend to attract  significant  deposit or loan
business from major corporations with headquarters in the Fairfield County area,
the Bank believes that the service,  professional  and related  businesses which
have been attracted to this area, as well as the individuals that reside in this
area, represent current and potential customers of the Bank.



                                       2
<PAGE>




In  the  normal  course  of  business  and  subject  to  applicable   government
regulations,  the Bank invests a portion of its assets in investment securities,
which may  include  certain  debt and equity  securities,  including  government
securities.  An objective of the Bank's investment policy is to seek to optimize
its return on assets while  limiting its exposure to interest rate movements and
to maintain adequate levels of liquidity.

The Bank's employees perform most routine day-to-day banking transactions at the
Bank.  However,  the Bank has entered into a number of  arrangements  with third
parties for banking services such as correspondent banking, check clearing, data
processing services, credit card processing and armored carrier service.

The Cities of  Stamford  and  Norwalk and the Town of  Greenwich  are  presently
served by approximately 115 branches of commercial banks and savings banks, most
of which are offices of banks which have headquarters outside of the area or are
subsidiaries  of bank or financial  holding  companies  whose  headquarters  are
outside of Stamford, Greenwich or Norwalk. In addition to banks with branches in
the same areas as the Bank, there are numerous banks and financial  institutions
serving the communities  surrounding these areas, which also draw customers from
Stamford,  Greenwich and Norwalk, posing significant competition to the Bank for
deposits and loans. Competition can also be expected from out-of-state financial
institutions,  which may establish or acquire offices in the Bank's service area
and from other local financial  institutions  which may be formed in the future.
Many of such banks and  financial  institutions  are well  established  and well
capitalized.

In recent years,  intense market  demands,  economic  pressures and  significant
legislative and regulatory actions have eroded banking industry  classifications
which were once clearly defined and have increased  competition  among banks, as
well as other  financial  institutions.  This increase in competition has caused
banks and other financial  service  institutions to diversify their services and
become more cost effective as a result of competition  with one another and with
new types of financial service companies,  including non-bank  competitors.  The
impact on Bancorp of  federal  legislation  authorizing  increased  services  by
financial  holding  companies and interstate  branching of banks has resulted in
increased  competition.  These events have resulted in increasing homogeneity in
the financial  services offered by banks and other financial  institutions.  The
impact on banks and other  financial  institutions  of these market dynamics and
legislative  and  regulatory  changes has been increased  customer  awareness of
product and service differences among competitors and increased merger activity.

As a bank  holding  company,  Bancorp's  operations  are subject to  regulation,
supervision  and  examination  by the Board of Governors of the Federal  Reserve
Board (the "Federal Reserve  Board").  The Federal Reserve Board has established
capital adequacy  guidelines for bank holding  companies that are similar to the
OCC's capital guidelines applicable to the Bank. The Bank Holding Company Act of
1956,  as amended  (the "BHC Act"),  limits the types of  companies  that a bank
holding  company may acquire or organize and the  activities in which it or they
may engage. In general,  bank holding companies and their  subsidiaries are only
permitted  to engage in or  acquire  direct  control of any  company  engaged in
banking  or in a  business  so  closely  related  to  banking  as to be a proper
incident  thereto.  Federal  legislation  enacted  in  1999  authorizes  certain
entities to register as financial holding companies. Registered financial



                                       3
<PAGE>



holding  companies are permitted to engage in businesses,  including  securities
and  investment  banking  businesses,  which  are  prohibited  to  bank  holding
companies.  While the creation of financial  holding  companies is evolving,  to
date, there has been no significant impact on Bancorp.

Under the BHC Act, Bancorp is required to file annually with the Federal Reserve
Board a report of its operations.  Bancorp,  the Bank and any other subsidiaries
are subject to examination by the Federal  Reserve Board.  In addition,  Bancorp
will be required to obtain the prior  approval of the Federal  Reserve  Board to
acquire,  with certain exceptions,  more than 5% of the outstanding voting stock
of any bank or bank holding company,  to acquire all or substantially all of the
assets of a bank or to merge or consolidate  with another bank holding  company.
Moreover,  Bancorp,  the Bank and any other  subsidiaries  are  prohibited  from
engaging in certain  tying  arrangements  in  connection  with any  extension of
credit or provision  of any  property or  services.  The Bank is also subject to
certain restrictions imposed by the Federal Reserve Act on issuing any extension
of credit to Bancorp or any of its subsidiaries or making any investments in the
stock or other securities  thereof and on the taking of such stock or securities
as  collateral  for  loans  to any  borrower.  If  Bancorp  wants to  engage  in
businesses  permitted to  financial  holding  companies  but not to bank holding
companies,  it would  need to  register  with  the  Federal  Reserve  Board as a
financial holding company.

The Federal  Reserve Board has issued a policy  statement on the payment of cash
dividends by bank holding companies, which expresses the Federal Reserve Board's
view that a bank holding  company  should pay cash  dividends only to the extent
that bank holding  company's net income for the past year is sufficient to cover
both the cash dividend and a rate of earnings  retention that is consistent with
the bank holding  company's  capital needs,  asset quality and overall financial
condition.  The  Federal  Reserve  Board  has  also  indicated  that it would be
inappropriate for a company  experiencing  serious financial  problems to borrow
funds  to  pay  dividends.  Furthermore,  under  the  prompt  corrective  action
regulations adopted by the Federal Reserve Board pursuant to applicable law, the
Federal  Reserve  Board may  prohibit a bank  holding  company  from  paying any
dividends  if the bank  holding  company's  bank  subsidiary  is  classified  as
"undercapitalized."

A bank  holding  company is  required to give the  Federal  Reserve  Board prior
written  notice  of  any  purchase  or  redemption  of  its  outstanding  equity
securities,  if the gross  consideration  for the purchase or  redemption,  when
combined with the net  consideration  paid for all such purchases or redemptions
during  the  preceding  12 months,  is equal to 10% or more of its  consolidated
retained  earnings.  The Federal Reserve Board may disapprove such a purchase or
redemption  if it  determines  that the proposal  would  constitute an unsafe or
unsound  practice or would violate any law,  regulation,  Federal  Reserve Board
order,  or any  condition  imposed by, or written  agreement  with,  the Federal
Reserve Board.

The  Riegle-Neal  Interstate  Banking  and  Branching  Efficiency  Act of  1994,
("Riegle-Neal  Act") was enacted to ease  restrictions  on  interstate  banking.
Effective  September 29, 1995, the  Riegle-Neal  Act allows the Federal  Reserve
Board to approve an  application  of an adequately  capitalized  and  adequately
managed  bank  holding  company  to  acquire  control  of,  or  acquire  all  or
substantially  all or the assets of, a bank  located in a state  other than such
holding company's



                                       4
<PAGE>



state,  without  regard to whether the  transaction is prohibited by the laws of
any state.  The Federal  Reserve Board may not approve the acquisition of a bank
that has not been in existence for the minimum time period (not  exceeding  five
years)  specified by the statutory law of the host state.  The  Riegle-Neal  Act
also  prohibits the Federal  Reserve Board from  approving an application if the
applicant (and its depository institution  affiliates) controls or would control
more than 10% of the insured deposits in the United States or 30% or more of the
deposits  in the  target  bank's  home state or in any state in which the target
bank maintains a branch.  The  Riegle-Neal  Act does not affect the authority of
states to limit the percentage of total insured  deposits in the state which may
be held or controlled by a bank or bank holding  company to the extent that such
limitation  does not  discriminate  against  out-of-state  banks or bank holding
companies.  Individual  states  may also waive the 30%  statewide  concentration
limits contained in the Riegle-Neal Act.

Bancorp is subject to capital  adequacy rules and guidelines  issued by the OCC,
the  Federal  Reserve  Board  and  the  Federal  Deposit  Insurance  Corporation
("FDIC"),  and the Bank is  subject  to capital  adequacy  rules and  guidelines
issued by the OCC. These  substantially  identical rules and guidelines  require
Bancorp to maintain  certain  minimum ratios of capital to adjusted total assets
and/or  risk-weighted  assets.  Under  the  provisions  of the  Federal  Deposit
Insurance Corporation  Improvements Act of 1991, the Federal regulatory agencies
are required to implement and enforce these rules in a stringent manner. Bancorp
is also subject to applicable  provisions of Connecticut  law insofar as they do
not conflict with or are not otherwise preempted by Federal banking law.

Bancorp is subject to the reporting  requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"),  and, in accordance with the Exchange
Act, files periodic  reports,  proxy  statements and other  information with the
SEC.

The Bank's operations are subject to regulation,  supervision and examination by
the OCC and the FDIC.

Federal and state banking regulations regulate, among other things, the scope of
the business of a bank, a bank holding company or a financial  holding  company,
the  investments a bank may make,  deposit  reserves a bank must  maintain,  the
nature  and  amount  of  collateral   for  certain  loans  a  bank  makes,   the
establishment  of branches and the  activities of a bank with respect to mergers
and  acquisitions.  The Bank is a member of the  Federal  Reserve  System and is
subject to  applicable  provisions  of the Federal  Reserve Act and  regulations
thereunder.  The Bank is subject to the federal regulations promulgated pursuant
to the Financial Institutions  Supervisory Act to prevent banks from engaging in
unsafe and unsound  practices,  as well as various  other federal and state laws
and consumer  protection  laws.  The Bank is also  subject to the  comprehensive
provisions of the National Bank Act.

The OCC regulates  the number and locations of the branch  offices of a national
bank. The OCC may only permit a national bank to maintain  branches in locations
and under the  conditions  imposed by state law upon state banks.  At this time,
applicable  Connecticut banking laws do not impose any material  restrictions on
the establishment of branches by Connecticut banks throughout Connecticut.



                                       5
<PAGE>



The  earnings  and growth of  Bancorp,  the Bank and the  banking  industry  are
affected by the monetary and fiscal policies of the United States Government and
its agencies,  particularly the Federal Reserve Board. The Open Market Committee
of the  Federal  Reserve  Board  implements  national  monetary  policy  to curb
inflation  and combat  recession.  The Federal  Reserve  Board uses its power to
adjust interest rates in United States Government securities,  the Discount Rate
and deposit reserve  retention  rates.  The actions of the Federal Reserve Board
influence the growth of bank loans,  investments and deposits.  They also affect
interest  rates charged on loans and paid on deposits.  The nature and impact of
any future changes in monetary policies cannot be predicted.

In addition to other laws and  regulations,  Bancorp and the Bank are subject to
the  Community  Reinvestment  Act  ("CRA"),  which  requires  the  Federal  bank
regulatory agencies,  when considering certain applications involving Bancorp or
the Bank,  to consider  Bancorp's  and the Bank's  record of helping to meet the
credit  needs  of its  entire  community,  including  low-  and  moderate-income
neighborhoods.  The CRA was  originally  enacted  because of concern over unfair
treatment  of  prospective  borrowers by banks and over  unwarranted  geographic
differences in lending  patterns.  Existing banks have sought to comply with CRA
in various ways, including the use of more flexible lending criteria for certain
types of loans and borrowers  (consistent  with the  requirement to conduct safe
and sound  operations),  while other banks have increased  their efforts to make
loans to help meet identified credit needs within the consumer  community,  such
as those for home mortgages,  home  improvements  and small business loans.  For
example,  this may include  participation in various  government insured lending
programs,   such  as  Federal   Housing   Administration   insured  or  Veterans
Administration  guaranteed mortgage loans, Small Business  Administration loans,
and participation in other types of lending programs such as high  loan-to-value
ratio conventional mortgage loans with private mortgage insurance.  To date, the
market  area  from  which  the Bank  draws  much of its  business  is  Stamford,
Greenwich  and  Norwalk,  which  are  characterized  by a very  diverse  ethnic,
economic  and  racial  cross-section  of the  population.  As the  Bank  expands
further,  the market areas served by the Bank will  continue to evolve.  Bancorp
and the Bank  have not and will not  adopt  any  policies  or  practices,  which
discourage  credit  applications  from,  or  unlawfully   discriminate  against,
individuals or segments of the communities served by the Bank.

Bancorp does not anticipate that  compliance  with applicable  federal and state
banking laws will have a material adverse effect on its business or the business
of the Bank. Neither Bancorp nor the Bank has any material patents,  trademarks,
licenses,  franchises,  concessions and royalty  agreements or labor  contracts,
other than the charter  granted to the Bank by the OCC.  The Bank has,  however,
registered the trademark  "Patriot" and the corresponding logo with the State of
Connecticut  Trademark Office.  Compliance by Bancorp and the Bank with federal,
state and local  provisions  which have been  enacted or adopted  regulating  or
otherwise  relating to the  discharge of material  into the  environment  is not
expected to have a material  effect upon the capital  expenditures,  earnings or
competitive position of the Bancorp. As of December 31, 2002, the Bancorp had 69
full-time employees and nine part-time  employees.  None of the employees of the
Bancorp is covered by a collective bargaining agreement.







                                       6
<PAGE>



Item 2. Description of Properties
        -------------------------

The Bank leases  approximately 12,000 square feet of office space located at 900
Bedford Street, Stamford,  Connecticut, which is used for its main office and as
the corporate  offices of Bancorp.  Such space is adequate for Bancorp's and the
Bank's current needs. The entire building is being leased by the Bank for a term
of ten years,  which  commenced  on September 1, 1994.  Rent  increases  for the
remainder of the term will be based on  increases  in the consumer  price index.
The  Bank's  lease  also  provides  the Bank  with a right of first  refusal  to
purchase the  building in the event the owner of the property  receives an offer
to purchase  the building  from a third party which it wishes to accept,  on the
same terms and conditions of such offer,  subject to the terms of the lease. The
Bank currently occupies approximately 90% of the space in the 900 Bedford Street
building.  The Bank has sublet the  remaining  space  under a sublease  having a
maturity  which  coincides with the Bank's lease  maturity.  The business of the
subtenant  of  the  Bank  is  a  law  practice.  See  also,  "Item  12.  Certain
Relationships and Related Transactions."

The Bank has entered into an agreement for  additional  parking with a remaining
term of two years at an annual  rent of  $18,000.  See also,  "Item 12.  Certain
Relationships and Related Transactions."

The Bank leases  approximately  5,000  square feet of office  space on the first
floor located at 100 Mason Street,  Greenwich,  Connecticut.  The lease has been
extended for a five-year term  commencing July 1, 2002 at an initial annual rent
of $246,000, which rent will increase by approximately 3% each consecutive year.
The lease provides for two additional five-year renewals at the Bank's option.

The Bank leases  approximately  1,300  square feet of office  space at 184 Sound
Beach Avenue,  Old Greenwich,  Connecticut.  The lease commenced on December 31,
1998  at an  initial  annual  rent of  $34,800,  which  rent  has  increased  by
approximately  10% in the third year and will increase by  approximately  25% in
the fourth year and will remain constant during the fifth year.

The Bank leases  approximately  1,700  square  feet of office  space at 16 River
Street,  Norwalk,  Connecticut.  The lease  commenced  on January 1, 2001 with a
five-year  term at an initial  annual rent of $27,648  with annual  increases of
approximately 2.4% through the fifth year of the lease.

The Bank leases  approximately  1,200  square  feet of office  space at 20 Broad
Hollow  Road,  Melville,  New York.  The lease  commenced on April 1, 2002 at an
initial annual rent of $23,400 with a three-year  term, which rent will increase
by approximately  5% each consecutive  year. The lease provides for a three-year
renewal after the initial term at the Bank's option.

The Bank leases  approximately 1,250 square feet of office space at 365 Westport
Avenue,  Norwalk  Connecticut  for the purpose of  establishing  a second branch
location  in  Norwalk;  it is  anticipated  that  this  branch  will open in the
beginning of the second quarter of 2003. The lease  commenced on January 1, 2003
with a five-year  term at an annual rent of  $36,240,  which rent will  increase
based on  increases in the Consumer  Price Index.  The lease  provides for three
five-year renewals after the initial term at the Bank's option.




                                       7
<PAGE>



The Bank leases  approximately  3,032  square  feet of office  space at 845 High
Ridge  Road,  Stamford  Connecticut  for the  purpose of  establishing  a second
Stamford office;  it is anticipated that this branch will open at the end of the
second quarter of 2003.  The lease  commences on April 1, 2003 at an annual rent
of  $100,056  for an initial  term of ten years,  which  rent will  increase  by
approximately 3% during the third year; during years four through ten, increases
will be based on increases in the Consumer Price Index. The lease provides for a
ten-year renewal after the initial term at the option of the Bank.

The Bank is in the process of  finalizing  negotiations  for the lease of office
space in Wilton, Connecticut for the purpose of establishing a branch office; it
is anticipated that a Wilton location will open for business in the beginning of
the third quarter of 2003.

All leased properties described above are in good condition.

Item 3.  Legal Proceedings
         -----------------

Neither  Bancorp  nor the Bank has any  pending  legal  proceedings,  other than
ordinary routine litigation  incidental to its business, to which Bancorp or the
Bank is a party or any of its property is subject.

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

During  the  fourth  quarter  of 2002,  no  matter  was  submitted  to a vote of
shareholders.

























                                       8
<PAGE>



                                     PART II

Item 5.  Market for Common Equity and Related Shareholder Matters
         --------------------------------------------------------

Market Information
------------------

The  Bancorp  Common  Stock is traded on the NASDAQ  Small Cap Market  under the
Symbol  "PNBK." On December 31, 2002, the last sale price for the Bancorp Common
Stock on NASDAQ Small Cap Market was $9.40.

The  following  table sets forth the high and low sales price and  dividends per
share of the Bancorp Common Stock for the last two fiscal years for each quarter
as reported on the NASDAQ Small Cap Market.

<TABLE>
<CAPTION>

                                  2002                                     2001
                      ---------------------------            ----------------------------
                         Sales Price      Cash                  Sales Price       Cash
                      ----------------- Dividends            ------------------ Dividends
     Quarter Ended       High    Low    Declared                High      Low   Declared
     -------------    ---------------------------            ----------------------------

<S>                   <C>      <C>     <C>                      <C>       <C>      <C>
     March 31         $  8.50  $ 8.10  $  .020                  $ 10.00   $ 7.50   $  --
     June 30             8.50    8.00     .025                     9.65     7.70    .020
     September 30        8.80    8.05     .025                     9.25     7.67    .020
     December 31        10.66    8.30     .025                     8.64     7.70    .020
</TABLE>

Holders
-------

There were  approximately  906 shareholders of record of Bancorp Common Stock as
of December 31, 2002.

Dividends
---------

2001  marked the first year in which  Bancorp  paid a  dividend  on the  Bancorp
Common  Stock;  during the second  quarter of 2002 the  quarterly  dividend  was
increased by 25%.  Bancorp's ability to pay future dividends on its Common Stock
depends on the Bank's  ability to pay dividends to Bancorp.  In accordance  with
OCC rules and  regulations,  the Bank may continue to pay dividends  only if the
total  amount  of all  dividends  that  will be  paid,  including  the  proposed
dividend,  by the Bank in any  calendar  year does not  exceed  the total of the
Bank's retained net income of that year to date,  combined with the retained net
income of the preceding two years,  unless the proposed  dividend is approved by
the OCC. In addition, the OCC and/or the FDIC may impose further restrictions on
dividends.  Future  dividends  depend on many  factors,  including  management's
estimates of future earnings and Bancorp's need for capital.

Recent Sales of Unregistered Securities
---------------------------------------

During the fourth quarter of 2002 Bancorp did not have any sales of unregistered
securities.




                                       9
<PAGE>



Securities Authorized for Issuance under Equity Compensation Plans
------------------------------------------------------------------

The  following  table  presents  information  as of December 31, 2002 for equity
compensation plans maintained by Bancorp.


                      Equity Compensation Plan Information
<TABLE>
<CAPTION>

                                                                                                 Number of securities
                                                                                                remaining available for
                                                                                             future issuance under equity
                                  Number of securities to be                                      compensation plans
                                   issued upon exercise of      Weighted-average exercise        (excluding securities
                                     outstanding options,          price of outstanding        reflected in column (a))
                                     warrants and rights       options, warrants and rights               (c)
                                             (a)                            (b)

<S>                                         <C>                         <C>                                <C>
     Equity compensation plans
     approved by security holders ........  110,000                     $   10.13                          --

     Equity compensation plans not
     approved by security holders ........      --                            --                           --

                 Total ...................  110,000                     $   10.13                          --
</TABLE>






                                       10
<PAGE>



Item 6.   Management's Discussion and Analysis or Plan of Operation
          ---------------------------------------------------------



Patriot National Bancorp, Inc
Financial Highlights
<TABLE>
<CAPTION>

                           ----------------------------------------------------------------------------
                                       2002           2001           2000           1999           1998
                           ----------------------------------------------------------------------------

Operating Data

<S>                            <C>            <C>            <C>            <C>            <C>
Interest and dividend income   $ 12,604,718   $ 13,722,943   $ 14,694,135   $  9,732,719   $  6,765,283
Interest expense ...........      4,764,693      6,866,960      8,017,615      4,739,921      3,074,518
Net interest income ........      7,840,025      6,855,983      6,676,520      4,992,798      3,690,765
Provision for loan losses ..        468,000        250,000        325,900        553,000        104,000
Noninterest income .........      4,113,820      3,509,955      2,685,296      1,221,329        373,808
Noninterest expense ........      9,812,838      8,675,551      7,693,345      5,245,986      3,420,185
Net income .................      1,052,007        876,387        767,171        348,641        626,488

Basic income per share .....           0.44           0.37           0.34           0.17           0.48
Diluted income per share ...           0.43           0.36           0.33           0.16           0.47
Dividends per share ........          0.095          0.060           --             --             --

Balance Sheet Data

Cash and due from banks ....      5,385,757      7,544,242      3,656,071      2,685,031      1,867,353
Federal funds sold .........      3,000,000     12,700,000     29,500,000     18,900,000     27,700,000
Short term investments .....      3,348,968      6,788,569           --       10,976,264           --
Investment securities ......     61,720,716     35,816,880     34,073,832     33,003,494     13,562,730
Loans, net .................    170,794,939    135,680,036    126,411,265    107,769,911     57,052,618
Goodwill ...................        930,091        930,091      1,054,027      1,177,948           --
Total assets ...............    248,496,753    202,569,457    197,628,127    177,194,697    102,327,631
Total deposits .............    217,911,260    183,263,939    179,666,098    162,746,354     89,309,139
Total borrowings ...........     10,292,675        839,280        945,270        888,687        644,605
Total shareholders' equity .     18,544,955     17,406,016     16,427,436     13,236,088     12,097,283
</TABLE>

         (a)      Plan of Operation

Not  applicable  since Bancorp has had revenues  from  operations in each of the
last two fiscal years.

         (b)      Management's Discussion and Analysis of
                  Financial Condition and Results of Operations





                                       11
<PAGE>



Summary

Several  milestones  were  achieved  during  2002  as  Bancorp,  for  the  third
consecutive year,  reported record earnings,  which were $1,052,000 ($0.44 basic
income  per share and $0.43  diluted  income per  share)  for 2002  compared  to
$876,000  ($0.37 basic income per share and $0.36 diluted  income per share) for
2001.  Total assets also ended the year at a record high of $248.5  million,  an
increase of $46.0 million from December 31, 2001.

The net interest margin for the year ended December 31, 2002 increased  $984,000
or 14.4% to $7.8 million as compared to $6.9 million for the year ended December
31, 2001.

Total assets  increased by 22.7% during the year as total loans  increased  from
$135.7  million at December 31, 2001 to $170.8 million at December 31, 2002. The
available  for sale  securities  portfolio  increased  $25.9 million or 74.6% to
$60.6  million  from $34.7  million at December  31,  2001;  $8.3 million of the
increase  resulted  from a  leveraging  strategy in which  purchases of mortgage
backed securities were funded by securities sold under repurchase agreements and
Federal Home Loan Bank advances. Construction and real estate loans increased by
$38.0 million; while commercial and home equity loans decreased $1.6 million and
$1.0  million,  respectively.  Loan  growth was funded  through  growth in total
deposits.  Deposits  increased  $34.6 million to $217.9  million at December 31,
2002;   interest  bearing  deposits  increased  $26.1  million,  or  15.7%,  and
non-interest  bearing  deposits  increased  $8.6  million  or 50.4%.  Borrowings
increased  $9.5 million due to the  leveraging  strategy  previously  mentioned.
Shareholders'  equity  increased  $1.1  million due to the  increase in retained
earnings  from net income net of dividend  payments,  and the  increase in other
comprehensive  income from unrealized gains on the available for sale securities
portfolio.

FINANCIAL CONDITION

Assets

Bancorp's  total assets  increased $45.9 million from $202.6 million at December
31, 2001 to $248.5  million at December 31, 2002. The growth in total assets was
funded  primarily  by deposit and  borrowings  growth of $34.6  million and $9.5
million, respectively, as well as net income after dividend payments.








                                       12
<PAGE>



Investments

The following table is a summary of Bancorp's  investment  portfolio at December
31 for the years shown.

                                             2002          2001          2000
                                      ---------------------------------------
U. S. Government Obligations ......   $      --     $      --     $   998,501
U. S. Government Agency Obligations     9,129,414          --            --
Mortgage backed securities ........    38,461,159    10,243,418    14,191,090
Corporate bonds ...................       383,797    11,880,156    11,798,222
Marketable equity securities ......    12,643,996    12,594,356     6,017,219
Federal Reserve Bank stock ........       481,050       481,050       475,200
Federal Home Loan Bank stock ......       621,300       617,900       593,600
                                      ---------------------------------------
Total Investments .................   $61,720,716   $35,816,880   $34,073,832
                                      =======================================

The available for sale portfolio increased $25.9 million to $60.6 million due to
purchases of U. S.  Government  Agency  Obligations  and agency  mortgage backed
securities  partially  offset by the sale of $11.4 million of corporate bonds. A
portion of the increase in the mortgage backed  securities  portfolio was funded
through an increase in borrowings as a leveraging strategy. The Bank is a member
of the  Federal  Home  Loan  Bank of Boston to  provide  additional  sources  of
liquidity.

The following  table  presents the maturity  distribution  of available for sale
investment  securities  at December 31, 2002 and the weighted  average  yield of
such  securities.  The weighted  average yields were calculated on the amortized
cost and effective yields to maturity of each security.

<TABLE>
<CAPTION>

                                             Over one    Over five                                           Weighted
                                One year      through      through     Over ten                               Average
                                 or less   five years    ten years        years  No maturity          Total     Yield

<S>                           <C>           <C>           <C>             <C>   <C>             <C>              <C>
U. S. Government agency
      obligations ..........  $      --     $ 8,019,920   $   1,004,606   $--   $        --     $ 9,024,526      4.46%
Mortgage backed securities .         --            --              --      --      37,756,793    37,756,793      5.29%
Corporate bonds ............      283,853          --              --      --            --         283,853      6.26%
Marketable equity securities         --            --              --      --      12,632,068    12,632,068      2.52%
                            ------------------------------------------------------------------------------------------
                      Total   $   283,853   $ 8,019,920   $   1,004,606   $--   $  50,388,861   $59,697,240      4.59%
                            ------------------------------------------------------------------------------------------
     Weighted average yield          6.26%         4.39%           5.00%   --%           4.60%                   4.59%
                            ==========================================================================================
</TABLE>




                                       13
<PAGE>



The  following  table  presents a summary  of  investments  for any issuer  that
exceeds 10% of shareholders' equity at December 31, 2002.

                                                          Amortized         Fair
                                                               Cost        Value
     ---------------------------------------------------------------------------
     Available for sale securities:
     -----------------------------
     Franklin U. S. Government Fund ..................  $ 2,032,068  $ 2,043,996
     U.S. Government agency obligations ..............    9,024,526    9,129,414
     U.S. Government agency mortgage backed securities   37,756,793   38,461,159

     Short term investments:
     -----------------------
     Merrill Lynch Premier Institutional Fund ........    3,348,968    3,348,968

Loans

The following  table is a summary of Bancorp's loan portfolio at December 31 for
the years shown.

                                      2002              2001              2000
                             -------------------------------------------------
Real Estate
   Commercial ...........    $  65,967,205     $  60,481,789     $  57,297,310
   Residential ..........       27,012,024         7,501,504         5,041,776
   Construction .........       39,208,651        26,215,265        22,969,904
Commercial ..............       13,021,909        14,649,112        12,841,040
Consumer installment ....        1,757,321         1,231,672         1,652,587
Consumer home equity ....       26,812,092        27,770,723        28,468,453
                             -------------------------------------------------
Total Loans .............      173,779,202       137,850,065       128,271,070
Net deferred fees .......         (611,809)         (275,575)         (214,988)
Allowance for loan losses       (2,372,454)       (1,894,454)       (1,644,817)
                             -------------------------------------------------
Loans, net ..............    $ 170,794,939     $ 135,680,036     $ 126,411,265
                             =================================================

Bancorp's net loan  portfolio  increased  $35.1  million from $135.7  million at
December 31, 2001 to $170.8 million at December 31, 2002. Loan growth was funded
through an increase in deposit  accounts.  At December 31, 2002, the net loan to
deposit  ratio was 78.4% and the net loan to asset ratio was 68.7%.  At December
31,  2001,  the net loan to deposit  ratio was 74.0%,  and the net loan to asset
ratio was 67.0%.

During an historic  environment of lower interest rates,  loan activity remained
moderate to strong and the volume of new loans exceeded principal reductions and
payoffs.




                                       14
<PAGE>



Maturities and Sensitivities of Loans to Changes in Interest Rates
------------------------------------------------------------------

The following  table presents the maturities of loans in Bancorp's  portfolio at
December 31, 2002, by type of loan:

                                              Due after
                                   Due in      one year
                                 one year       through    Due after
     (thousands of dollars)       or less    five years   five years       Total
     ---------------------------------------------------------------------------
     Commercial real estate      $ 13,944     $ 47,115     $  4,909     $ 65,968
     Residential real estate        2,782        1,537       22,693       27,012
     Construction loans ....       20,376       18,833         --         39,209
     Commercial loans ......        4,026        6,679        2,317       13,022
     Consumer installment ..        1,547          210         --          1,757
     Consumer home equity ..           64          272       26,475       26,811
     ---------------------------------------------------------------------------
         Total .............     $ 42,739     $ 74,646     $ 56,394     $173,779
     ===========================================================================

     Fixed rate loans ......     $  9,083     $ 38,894     $  2,170     $ 50,147
     Variable rate loans ...       33,656       35,752       54,224      123,632
     ---------------------------------------------------------------------------
         Total .............     $ 42,739     $ 74,646     $ 56,394     $173,779
     ===========================================================================

The following table presents loan concentrations at December 31, 2002:

                                                                        Dollars
   Category                                 Percentage              Outstanding
   -----------------------------------------------------------------------------
                                                          (thousands of dollars)

   Construction ........................       22.6%                  $39,209
   Commercial Retail ...............            5.7%                    9,878
   Restaurant ..........................        2.4%                    4,282
   Commercial Residential ..............        2.4%                    4,241
   Limousine Service ...................        1.6%                    2,761

Critical Accounting Policies
----------------------------

In the ordinary  course of business,  Bancorp has made a number of estimates and
assumptions  relating to reporting results of operations and financial condition
in preparing its financial  statements in conformity with accounting  principles
generally accepted in the United States of America.  Actual results could differ
significantly  from those estimates under different  assumptions and conditions.
The Company believes the following  discussion addresses Bancorp's only critical
accounting  policy,  which is the policy that is most important to the portrayal
of  Bancorp's  financial  results  and  requires  management's  most  difficult,
subjective  and  complex  judgments,  often  as a  result  of the  need  to make
estimates about the effect of matters that are inherently uncertain.





                                       15
<PAGE>



Allowance for Loan Losses
-------------------------

The allowance for loan losses,  a material  estimate  susceptible to significant
change in the near-term, is established as losses are estimated to have occurred
through a provision for loan losses charged against operations and is maintained
at a level  that  management  considers  adequate  to absorb  losses in the loan
portfolio. Management's judgment in determining the adequacy of the allowance is
inherently  subjective and is based on the evaluation of individual  loans,  the
known and inherent risk  characteristics  and size of the loan  portfolios,  the
assessment of current economic and real estate market  conditions,  estimates of
the current value of underlying collateral, past loan loss experience, review of
regulatory  authority  examination reports and evaluations of specific loans and
other relevant  factors.  The allowance for loan losses is maintained at a level
that management believes is adequate to absorb probable losses on existing loans
based on an  evaluation  of the  collectibility  of loans  and  prior  loan loss
experience.  A risk rating  system is  utilized  to measure the  adequacy of the
allowance  for loan  losses.  Under this  system,  each loan is  assigned a risk
rating  between  one and  nine,  which  has a  corresponding  loan  loss  factor
assigned,  with one being the least risk and nine  reflecting the most risk or a
complete loss. Risk ratings are assigned by the originating loan officer or loan
committee at the  initiation of the  transactions  and are reviewed and changed,
when  necessary  during  the life of the loan.  Loan loss  reserve  factors  are
multiplied  against the  balances in each risk rating  category to arrive at the
appropriate  level for the  allowance  for loan  losses.  Loans  assigned a risk
rating of six or above are monitored  more closely by the credit  administration
officers.  Loan  quality  control is  continually  monitored by  management  and
reviewed  by the board of  directors  and loan  committee  on a  monthly  basis,
subject to oversight by the board of directors  through its members who serve on
the  loan  committee.  The  methodology  for  determining  the  adequacy  of the
allowance for loan losses is  consistently  applied;  however,  revisions may be
made to the methodology and assumptions based on historical  information related
to charge-off and recovery experience and management's evaluation of the current
loan portfolio.

Loans,  including  impaired  loans,  are charged  against the allowance for loan
losses when  management  believes  that the  uncollectibility  of  principal  is
confirmed.  Any  subsequent  recoveries  are credited to the  allowance for loan
losses when received.  In connection with the determination of the allowance for
loan losses,  management  obtains  appraisals for significant  properties,  when
considered necessary.

The  unallocated  portion of the  allowance  reflects  management's  estimate of
probable but undetected  losses  inherent in the  portfolio;  such estimates are
influenced  by  uncertainties  in  economic  conditions,   delays  in  obtaining
information,  including  unfavorable  information  about a borrower's  financial
condition,  difficulty in identifying triggering events that correlate perfectly
to  subsequent  loss  rates,  and risk  factors  that  have  not yet  manifested
themselves in loss allocation factors.

Based upon this evaluation, management believes the allowance for loan losses of
$2.4  million,  at December  31,  2002,  which  represents  1.37% of gross loans
outstanding, is adequate, under prevailing economic conditions, to absorb losses
on existing  loans. At December 31, 2001, the allowance for loan losses was $1.9
million or 1.38% of gross loans outstanding.




                                       16
<PAGE>



The  accrual of interest  income on loans is  discontinued  whenever  reasonable
doubt exists as to its  collectibility  and generally is discontinued when loans
are past due 90 days as to either  principal  or  interest.  When the accrual of
interest income is discontinued, all previously accrued and uncollected interest
is reversed against  interest income.  The accrual of interest on loans past due
90 days or more,  including impaired loans, may be continued if the loan is well
secured, and it is believed all principal and accrued interest income due on the
loan  will  be  realized,  and the  loan  is in the  process  of  collection.  A
non-accrual  loan  is  restored  to an  accrual  status  when  it  is no  longer
delinquent and collectibility of interest and principal is no longer in doubt.

Management  considers  all  non-accrual  loans  and  restructured  loans  to  be
impaired.  In most  cases,  loan  payments  that are past due less than 90 days,
based on contractual  terms,  are  considered  minor  collection  delays and the
related loans are not  considered  to be impaired.  Bancorp  considers  consumer
installment loans to be pools of smaller balance  homogeneous  loans,  which are
collectively evaluated for impairment.

Analysis of Allowance for Loan Losses
-------------------------------------

<TABLE>
<CAPTION>

                                                 2002        2001         2000         1999         1998
                                              ------------------------------------------------------------
                                                                 (thousands of dollars)
<S>                                           <C>         <C>          <C>          <C>          <C>
     Balance at beginning of period ......    $ 1,894     $ 1,645      $ 1,360      $   785      $   745
                                              ------------------------------------------------------------
     Charge-offs .........................       --            (2)         (44)         (19)         (64)
     Recoveries ..........................         10           1            3           41         --
                                              ------------------------------------------------------------
     Net recoveries (charge-offs) ........         10          (1)         (41)          22          (64)
                                              ------------------------------------------------------------
     Additions charged to operations .....        468         250          326          553          104
                                              ------------------------------------------------------------
     Balance at end of period ............    $ 2,372     $ 1,894      $ 1,645      $ 1,360      $   785
                                              ============================================================
     Ratio of net recoveries (charge-offs)
     during the period to average loans
     outstanding during the period .......       0.01%      (0.00%)      (0.03%)       0.03%       (0.12%)
                                              ============================================================
</TABLE>

Allocation of the Allowance for Loan Losses
-------------------------------------------

<TABLE>
<CAPTION>

                                                                                Percent of loans in each
Balance at end of each          Amounts (thousands of dollars)                  category to total loans
Period applicable to      2002     2001     2000     1999    1998      2002     2001      2000       1999      1998
                        -----------------------------------------    -----------------------------------------------
Real Estate:
<S>                     <C>     <C>       <C>     <C>     <C>         <C>      <C>      <C>      <C>      <C>
  Commercial .......    $  893  $  833    $  700  $  622  $  448      37.97%    43.88%    44.67%    49.65%    57.10%
  Construction .....       726     348       270     154      78      22.56%    19.02%    17.91%    12.69%     9.88%
  Residential ......       276     153        34      76      18      15.54%     5.44%     3.93%     6.22%     2.38%
Commercial .........       129     142       185      79     113       7.49%    10.63%    10.01%    10.14%    14.33%
Consumer installment        11      14        12      12      16       1.01%     0.89%     1.29%     1.45%     2.03%
Consumer home equity       283     296       312     267     112      15.43%    20.14%    22.19%    19.85%    14.28%
Unallocated ........        54     108       132     150      --        N/A       N/A       N/A       N/A       N/A
                        ----------------------------------------     -----------------------------------------------
Total ..............    $2,372  $1,894    $1,645  $1,360  $  785     100.00%   100.00%   100.00%   100.00%   100.00%
                        ========================================     ===============================================
</TABLE>



                                       17
<PAGE>



Non-Accrual, Past Due and Restructured Loans
--------------------------------------------

The following table is a summary of non-accrual and past due loans at the end of
each of the last five years.

<TABLE>
<CAPTION>

                                            2002      2001      2000      1999      1998
     -----------------------------------------------------------------------------------
                                                      (thousands of dollars)
<S>                                       <C>       <C>       <C>       <C>       <C>
     Loans delinquent over 90
      days still accruing .............   $1,172    $1,300    $  507    $  475    $  732
     Non-accruing loans ...............      201     1,654     1,759        91        64
                                          ----------------------------------------------
                                          $1,373    $2,954    $2,266    $  566    $  796
                                          ==============================================
     % of Total Loans .................     0.79%     2.14%     1.77%     0.52%     1.37%
     % of Total Assets ................     0.56%     1.46%     1.15%     0.32%     0.78%
     Additional income on non-accrual
      loans if recognized on an accrual
      basis ...........................   $   67    $  159    $  115    $    9    $    5
</TABLE>

There  were no  loans  in  either  2002 or 2001  considered  as  "troubled  debt
restructurings."

Potential Problem Loans
-----------------------

The $201,000 of  non-accruing  loans at December 31, 2002 are comprised of loans
that are well collateralized and in process of collection.

At December 31, 2002,  Bancorp had no loans other than those described above, as
to which management has significant  doubts as to the ability of the borrower to
comply with the present repayment terms.

Deposits

The following  table is a summary of Bancorp's  deposits at December 31 for each
of the years shown.

<TABLE>
<CAPTION>

                                                   2002            2001            2000
                                           --------------------------------------------

<S>                                        <C>             <C>             <C>
Non-interest bearing ..................    $ 25,519,809    $ 16,961,636    $ 16,899,057
                                           --------------------------------------------
Interest bearing
  Time certificates, less than $100,000      57,202,908      53,081,137      71,240,470
  Time certificates, $100,000 or more .      28,681,345      25,376,629      31,873,302
  Money market ........................      56,973,507      10,255,056         849,067
  Savings .............................      26,847,780      31,258,415      31,164,493
  NOW .................................      22,685,911      46,331,066      27,639,709
                                           --------------------------------------------
  Total interest bearing ..............     192,391,451     166,302,303     162,767,041
                                           --------------------------------------------
Total deposits ........................    $217,911,260    $183,263,939    $179,666,098
                                           ============================================
</TABLE>




                                       18
<PAGE>



Total deposits  increased  $34.6 million to $217.9 million at December 31, 2002.
Non-interest  bearing  deposits  increased  $8.6  million  to $25.5  million  at
December 31, 2002. Interest bearing deposits increased $26.1 million.  Increases
in money market fund products of $46.7 million,  certificates of deposit and NOW
accounts of $7.4 million and $1.6 million,  respectively,  were partially offset
by decreases in Super NOW accounts,  formerly priced at a premium interest rate,
and  Savings  accounts  of $23.7  million and $4.4  million,  respectively,  and
attorney  escrow  accounts  of $1.5  million.  The outflow of funds from NOW and
Savings  accounts  is due in part to a shift of funds  into  the  premium  money
market fund products and longer term certificates of deposit. The Bank continues
to offer  attractive  interest rates in the very  competitive  Fairfield  County
marketplace in order to attract additional deposits to fund loan growth.

As of December 31, 2002, the Bank's maturities of time deposits were:

                                      $100,000 or    Less than
                                          greater     $100,000       Totals
     ----------------------------------------------------------------------
     (thousands of dollars)
     Three months or less ..........      $ 7,278      $12,365      $19,643
     Three to six months ...........        2,976       10,821       13,797
     Six months to one year ........        2,781       10,877       13,658
     Over one year .................       15,646       23,140       38,786
                                          ---------------------------------
     Total .........................      $28,681      $57,203      $85,884
                                          =================================

Borrowings

Borrowings  increased $9.4 million net of principal repayments on capital leases
and collateralized borrowings. $9.7 million in additional borrowing transactions
were recorded as part of a leveraging  strategy.  Borrowings  include short term
borrowings under  securities sold under  repurchase  agreements and Federal Home
Loan Bank advances.

The following  table sets forth the borrowing  amounts along with the respective
interest rates and maturities:

         Securities sold under repurchase agreements:
                                                            Average
             Amount       Maturity        Rate        amount outstanding
          --------------------------------------------------------------

          $2,900,000     05/21/2003      1.490%          $1,771,781
           2,800,000     05/23/2003      2.690%           1,710,685
          ---------------------------------------------------------
          $5,700,000                     2.080%          $3,482,466
          =========================================================

The  amounts of short term  borrowings  outstanding  at  December  31,  2002 are
representative of the amounts of short term borrowings  outstanding at any month
end during 2002.




                                       19
<PAGE>



         Federal Home Loan Bank advances:
                                                            Average
             Amount       Maturity        Rate        amount outstanding
          --------------------------------------------------------------

          $2,000,000     05/13/2005      4.480%          $1,284,788
           2,000,000     05/14/2007      5.110%           1,284,788
          ---------------------------------------------------------
          $4,000,000                     4.795%          $2,569,576
          =========================================================

Other

The decrease in accrued interest  receivable is due to lower effective  interest
rates at December 31, 2002 as compared to those in effect at December 31, 2001.

The  increase in accrued  expenses  and other  liabilities  is due  primarily to
increases in accruals for incentive compensation arrangements and higher accrual
balances at year end for income taxes and dividends payable.



                                       20
<PAGE>
The following table presents average balance sheets (daily  averages),  interest
income, interest expense and the corresponding yields earned and rates paid:

          Distribution of Assets, Liabilities and Shareholders' Equity
   Interest Rates and Interest Differential and Rate Volume Variance Analysis
                           (thousands of dollars) (1)
<TABLE>
<CAPTION>

                                              2002                            2001
                                -------------------------------    --------------------------
                                                                                                   Fluctuations in Interest
                                            Interest                        Interest                  Income/Expense (3)
                                Average     Income/     Average    Average  Income/   Average         Due to change in:
                                Balance     Expense       Rate     Balance  Expense     Rate      Volume      Rate    Total
                                -------------------------------    --------------------------     -------------------------

<S>                            <C>         <C>            <C>    <C>        <C>        <C>      <C>       <C>       <C>
Interest earning assets:
Loans (2) ...................  $ 145,162   $  10,135      6.98%  $ 132,687  $ 11,136   8.39%    $   983   $ (1,984) $ (1,001)
Short term investments ......      7,443         138      1.85%      3,306        86   2.60%         83        (31)       52
Investments (4) .............     51,572       2,177      4.22%     36,025     2,024   5.62%        735       (582)      153
Federal funds sold ..........      9,404         155      1.65%     10,662       477   4.47%        (51)      (271)     (322)
                               -------------------------------   -----------------------------  -----------------------------
Total interest earning assets    213,581      12,605      5.90%    182,680    13,723   7.51%      1,750     (2,868)   (1,118)
                               -------------------------------   -----------------------------  -----------------------------

Cash and due from banks .....      5,961                             4,772
Premises and equipment, net .        924                               954
Allowance for loan losses ...     (2,061)                           (1,745)
Other .......................      4,088                             3,178
                               ---------                         ---------
Total Assets ................  $ 222,493                         $ 189,839
                               =========                         =========

Interest bearing liabilities:
Time certificates ...........  $  79,691   $   2,827      3.55%     81,042  $  4,177   5.15%    $   (69)  $ (1,281) $ (1,350)
Savings accounts ............     30,191         563      1.86%     33,170       929   2.80%        (77)      (289)     (366)
Money market accounts .......     37,394         786      2.10%      3,539       101   2.85%        719        (34)      685
NOW accounts ................     17,140         118      0.69%     13,330       168   1.26%         39        (89)      (50)
Super NOW accounts ..........     12,588         204      1.62%     23,950     1,398   5.84%       (473)      (721)   (1,194)
Securities sold under
   agreements to repurchase
   and other borrowings .....      3,482          79      2.27%          3        --     --          79         --        79
FHLB advances ...............      2,570         125      4.86%         --        --     --         125         --       125
Collateralized borrowings ...        412          21      5.10%        474        36   7.59%         (4)       (11)      (15)
Capital lease obligation ....        300          42     14.00%        415        58  13.98%        (16)        --       (16)
                               -------------------------------   -----------------------------  -----------------------------
Total interest
      bearing liabilities ...    183,768       4,765      2.59%    155,923     6,867   4.40%        323     (2,425)   (2,102)
                               -------------------------------   -----------------------------  -----------------------------

Demand deposits .............     19,522                            15,800
Accrued expenses and
     other liabilities ......      1,114                               931
Shareholders' equity ........     18,089                            17,185
                               ---------                         ---------
Total liabilities and equity   $ 222,493                         $ 189,839
                               =========                         =========

Net interest income .........              $   7,840                        $  6,856            $ 1,427   $   (443) $    984
                                           =========                        ========            ============================
Interest margin .............                             3.67%                        3.75%
                                                       ========                      =======
Interest Spread .............                             3.31%                        3.11%
                                                       ========                      =======
</TABLE>

(1)  The rate  volume  analysis  reflects  the  changes in net  interest  income
     arising from changes in interest rates and from asset and liability volume,
     including  mix.  The change in  interest  attributable  to volume  includes
     changes in interest attributable to mix.
(2)  Includes non-accruing loans.
(3)  Favorable/ (unfavorable) fluctuations.
(4)  Yields are  calculated  at  historical  cost and  excludes  the  effects of
     unrealized gain or loss on available for sale securities.



                                       21
<PAGE>



RESULTS OF OPERATIONS

For the year ended  December 31, 2002,  Bancorp earned  $1,052,000  ($0.44 basic
income per share and $0.43  diluted  income per share) an  increase  of 20.0% as
compared to 2001 when Bancorp earned  $876,000 ($0.37 basic income per share and
$0.36 diluted income per share).  Despite an increase in average earning assets,
interest  income  decreased $1.1 million to $12.6 million in 2002 as compared to
2001 when  interest  income was $13.7  million.  This  decrease is due mainly to
decreases  in  interest  rates on  variable  rate loans and  investments  due to
Federal  Reserve Bank rate  reductions  throughout 2001 and in effect for all of
2002, as well as one rate reduction at the end of 2002;  offset  partially by an
increase  in loan  volume  and the size of the  available  for sales  securities
portfolio.

Noninterest  income  increased  $604,000 or 17.2% to $4.1  million  for 2002.  A
favorable  interest rate environment for borrowers and an increase in the volume
of loan refinancings  resulted in an increase in mortgage brokerage and referral
fees and loan  processing fees of $297,000 as compared to the previous year. The
sale of a  non-accrual  loan  resulted in a gain of $249,000  for the year ended
December 31, 2002 as compared to gains and  origination  fees from loans sold of
$71,000 for the year ended December 31, 2001.

Interest  expense  decreased  $2.1  million  or  30.6% to $4.8  million  in 2002
compared to $6.9 million in 2001. The decrease in interest expense is due to the
general low interest rate environment  partially offset by the increase in total
deposits.

Noninterest  expenses for 2002 totaled $9.8 million which represents an increase
of $1.1 million or 13.1% over the prior year.  The higher  operating  costs were
primarily  the result of increased  bonus and sales and  incentive  compensation
programs,  as well as higher  commissions  paid to loan originators and the full
year impact in 2002 of the Norwalk branch office which opened in August 2001.

The  following  are  measurements  of Bancorp's  earnings in relation to assets,
equity and earnings per share.

                                                    2002       2001      2000
                                              ----------------------------------

     Return on average assets .............          .47%       .46%      .42%
     Return on average equity .............         5.82%      5.10%     5.20%
     Dividend payout ratio ................        21.59%     16.21%      --
     Average equity to average assets .....         8.13%      9.05%     8.12%
     Basic income per share ...............    $    0.44  $    0.37  $   0.34
     Diluted income per share .............    $    0.43  $    0.36  $   0.33

Interest income and expense

Bancorp's net interest  margin  increased  $984,000 or 14.4%, to $7.8 million in
2002 from $6.9 million in 2001. Despite an increase in average earning assets of
$30.9  million,  or 16.9%,  lower short term interest  rates  reduced  Bancorp's
interest income 8.2% from $13.7 million in



                                       22
<PAGE>



2001 to $12.6 million in 2002. Average loans outstanding increased $12.5 million
led by growth in construction  and real estate loans which reflects the strength
of the local real estate market. An increase in average investments  resulted in
an increase in interest  income on  available  for sale  securities  of $205,000
despite a reduction in the  investment  yield.  Low  short-term  interest  rates
resulted in a decrease of 2.82% in the rate earned on Federal  Funds Sold;  this
combined  with a reduction  of $1.3  million in average  balances  resulted in a
decrease in interest on Federal Funds Sold of $322,000.  Total average  interest
bearing liabilities increased by $27.8 million;  average certificates of deposit
decreased by $1.4 million;  average Super NOW accounts  decreased $11.4 million;
average NOW accounts  increased  $3.8 million and average money market  deposits
increased $33.9 million. Interest expense decreased from $6.9 million in 2001 to
$4.8 million in 2002. Interest expense on certificates of deposit decreased $1.4
million as a result of lower average outstanding  balances and a decrease in the
cost of funds for that portfolio  from 5.15% in 2001 to 3.55% in 2002.  Interest
on Super NOW  accounts  decreased  $1.2 million due to a decrease in the average
outstanding  balances of $11.4  million and a decrease in the interest rate paid
on the product.

Noninterest income

Noninterest  income increased $604,000 from $3.5 million in 2001 to $4.1 million
in  2002.  The  increase  is  due  primarily  to  the  favorable  interest  rate
environment for borrowers and an increase in the volume of residential  mortgage
loan  refinancings  which  resulted  in an  increase  of  $297,000  in  mortgage
brokerage and loan processing  fees.  Included in the results for 2002 is a gain
of  $249,000  resulting  from  the  sale  of a  non-accrual  loan.  Included  in
noninterest  income for 2001 is a charge to earnings of $118,000  representing a
write  down made for the  permanent  impairment  of a debt  security  due to the
deterioration in the financial  condition of the issuer;  management has closely
monitored the status and  performance of the issuer.  Subsequent to December 31,
2002 the issuer  announced  a tender  offer at a price of 100.00% of par for the
above notes under a comprehensive  refinancing plan; during the first quarter of
2003 Bancorp received the proceeds from the tender offer.

Noninterest expenses

Noninterest expenses increased $1.1 million in 2002 from $8.7 million in 2001 to
$9.8 million in 2002. Salaries and benefits increased $1.1 million due primarily
to increases in performance related bonus and sales incentive  compensation,  as
well as higher  commissions  and  incentive  compensation  as a direct result of
higher  residential  loan  originations.  Higher  staffing  levels and incentive
compensation  also  impacted  salaries,  payroll  taxes and health  care  costs.
Occupancy  and  equipment  expenses  increased  $69,000 from $935,000 in 2001 to
$1,004,000 in 2002;  this increase is due primarily to increases in  maintenance
and repairs as well as the costs associated with  establishing the branch office
in Norwalk,  Connecticut  which opened in August 2001 and was  operational for a
full year in 2002.

The  provision  for  income  taxes of  $621,000  in 2002 and  $564,000  for 2001
represents the tax expense recognized for both federal and state income tax. The
effective  tax  rates  for  2002 and 2001 are  37.1%  and  39.2%,  respectively.
Fluctuations in effective tax rates are due to the cessation of the amortization
of nondeductible goodwill for book purposes, as well as the



                                       23
<PAGE>



increase in dividend income from money market  preferred  instruments  which are
partially tax exempt.

Management  believes  that  additional  branch  offices  including the announced
branches  in  Norwalk,  Stamford  and  Wilton,   Connecticut,  if  opened,  will
contribute  to the future  growth and earnings of Bancorp.  While the opening of
these new branches  will result in increased  operating  expenses,  the openings
will be strategically planned to maintain profitable operations.

Management  regularly  reviews  loan and  deposit  rates and  attempts  to price
Bancorp's  products  competitively.   With  the  assistance  of  its  investment
advisors,  Bancorp tracks its mix of  asset/liability  maturities and strives to
maintain  a  reasonable  match.  Performance  ratios  are  reviewed  monthly  by
management and the Board and are used to set strategies.

LIQUIDITY

Bancorp's  liquidity position was 29.1% and 30.5% at December 31, 2002 and 2001,
respectively.  The liquidity ratio is defined as the percentage of liquid assets
to total  assets.  The  following  categories  of  assets  as  described  in the
accompanying  balance  sheets are considered  liquid  assets:  cash and due from
banks, federal funds sold, short-term investments, available-for-sale securities
and  held-to-maturity  securities  maturing in one year or less.  Liquidity is a
measure  of  Bancorp's  ability  to  generate  adequate  cash to meet  financial
obligations.  The principal cash requirements of a financial  institution are to
cover  downward  fluctuations  in deposit  accounts  and  increases  in its loan
portfolio.  Management  believes  Bancorp's  short-term  assets have  sufficient
liquidity to cover potential  fluctuations  in deposit  accounts and loan demand
and to meet other anticipated cash requirements.

CAPITAL

The following table illustrates the Bank's regulatory capital ratios:

                                                          December 31,
                                                   2002       2001       2000
                                                  ----------------------------
     Leverage Capital ....................         6.98%      8.11%      7.73%
     Tier 1 Risk-Based Capital ...........         9.11%      9.57%     10.01%
     Total Risk-Based Capital ............        10.36%     10.69%     11.10%

Capital  adequacy is one of the most  important  factors used to  determine  the
safety and soundness of individual  banks and the banking  system.  Based on the
above ratios,  the Bank believes that it is considered to be "well  capitalized"
under  applicable   regulations.   To  be  considered   "well-capitalized,"   an
institution  must generally have a leverage capital ratio of at least 5%, a Tier
1 risk-based  capital ratio of at least 6% and a total risk-based  capital ratio
of at least 10%.  Bancorp's  actual and  required  ratios are not  substantially
different from those shown above.

At the end of the first quarter of 2003,  Bancorp  created a statutory  trust of
which Bancorp will own 100% of the capital stock.  The trust issued $8.0 million
in  preferred  securities  to  investors,  the  proceeds  of which  were used to
purchase junior subordinated debt from Bancorp. Bancorp



                                       24
<PAGE>



primarily invested the funds from the issuance of the debt in the Bank, which in
turn  will  use the  proceeds  to  fund  general  operations  of the  Bank.  The
securities will qualify for up to 25% of Bancorp's total Tier 1 Capital with the
remainder qualifying as Tier 2 Capital.

MARKET RISK

Market risk is defined as the  sensitivity of income to fluctuations in interest
rates,  foreign  exchange  rates,  equity  prices,  commodity  prices  and other
market-driven  rates or prices.  Based upon the  nature of  Bancorp's  business,
market risk is primarily limited to interest rate risk, which is the impact that
changing interest rates have on current and future earnings.

Bancorp's  goal is to maximize  long term  profitability  while  minimizing  its
exposure to interest rate  fluctuations.  The first priority is to structure and
price Bancorp's  assets and liabilities to maintain an acceptable  interest rate
spread while reducing the net effect of changes in interest  rates.  In order to
accomplish this, the focus is on maintaining a proper balance between the timing
and volume of assets and liabilities  re-pricing  within the balance sheet.  One
method of achieving  this balance is to  originate  variable  rate loans for the
portfolio and purchase short term  investments  to offset the  increasing  short
term re-pricing of the liability side of the balance sheet. In fact, a number of
the interest  bearing deposit products have no contractual  maturity.  Customers
may  withdraw  funds from their  accounts at any time and deposit  balances  may
therefore run off unexpectedly due to changing market conditions.

The  exposure  to interest  rate risk is  monitored  by the Asset and  Liability
Management  Committee ("ALCO") consisting of senior management  personnel.  ALCO
reviews the interrelationships within the balance sheet to maximize net interest
income within  acceptable levels of risk. ALCO reports to the Board of Directors
on a monthly basis regarding its activities.

Impact of Inflation and Changing Prices

Bancorp's  financial  statements  have  been  prepared  in terms  of  historical
dollars,  without considering changes in relative purchasing power of money over
time due to inflation.  Unlike most industrial  companies,  virtually all of the
assets and liabilities of a financial  institution are monetary in nature.  As a
result,   interest  rates  have  a  more  significant   impact  on  a  financial
institution's  performance  than the  effect of  general  levels  of  inflation.
Interest  rates do not  necessarily  move in the same  direction  or in the same
magnitude as the prices of goods and services.  Notwithstanding  this, inflation
can directly affect the value of loan  collateral,  in particular,  real estate.
Inflation,  or disinflation,  could  significantly  affect Bancorp's earnings in
future periods.

"Safe Harbor" Statement Under Private Securities Litigation Reform Act of 1995

Certain statements contained in Bancorp's public reports, including this report,
and in  particular  in this  "Management's  Discussion  and  Analysis or Plan of
Operation,"  may be  forward  looking  and  subject  to a  variety  of risks and
uncertainties.  These  factors  include,  but are not limited to, (1) changes in
prevailing  interest  rates which would affect the interest  earned on Bancorp's
interest   earning  assets  and  the  interest  paid  on  its  interest  bearing
liabilities,  (2) the timing of repricing of Bancorp's  interest  earning assets
and interest bearing liabilities, (3) the effect of




                                       25
<PAGE>




changes  in  governmental   monetary  policy,  (4)  the  effect  of  changes  in
regulations  applicable to Bancorp and the Bank and the conduct of its business,
(5) changes in competition among financial service companies, including possible
further  encroachment of non-banks on services  traditionally  provided by banks
and the impact of federal legislation,  (6) the ability of competitors which are
larger than Bancorp to provide  products and services which it is  impracticable
for Bancorp to provide, (7) the effect of Bancorp's opening of branches, and (8)
the effect of any decision by Bancorp to engage in any business not historically
permitted to it. Other such  factors may be described in the  Bancorp's  filings
with the SEC.

Although  Bancorp  believes that it offers the loan and deposit products and has
the resources needed for continued success, future revenues and interest spreads
and yields  cannot be  reliably  predicted.  These  trends may cause  Bancorp to
adjust its operations in the future. Because of the foregoing and other factors,
recent trends should not be considered  reliable  indicators of future financial
results or stock prices.

Item 7.  Financial Statements
         --------------------

The consolidated  balance sheets of Bancorp as of December 31, 2002 and December
31, 2001 and the related consolidated statements of income, shareholders' equity
and cash flows for the years ended  December  31, 2002 and  December  31,  2001,
together with the report  thereon of McGladrey & Pullen,  LLP dated February 25,
2003,  are  included  as part of this  Form  10-KSB  in the  "Financial  Report"
following page 35 hereof.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure
         ---------------------------------------------------------------

         Not applicable.


















                                       26
<PAGE>



                                    PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act
          -------------------------------------------------------------

The information  required by Items 401 and 405 of Regulation S-B is incorporated
into this Form 10-KSB by reference to Bancorp's  definitive proxy statement (the
"Definitive Proxy Statement") for its 2003 Annual Meeting of Shareholders.

Item 10.  Executive Compensation
          ----------------------

The information required by Item 402 of Regulation S-B is incorporated into this
Form 10-KSB by reference to the Definitive Proxy Statement.

Item 11.  Security Ownership of Certain Beneficial Owners and Management
          --------------------------------------------------------------

The  information  required  by Item  201(d)  and Item 403 of  Regulation  S-B is
incorporated  into  this  Form  10-KSB  by  reference  to the  Definitive  Proxy
Statement.

Item 12.  Certain Relationships and Related Transactions
          ----------------------------------------------

The information required by Item 404 of Regulation S-B is incorporated into this
Form 10-KSB by reference to the Definitive Proxy Statement.

Item 13.  Exhibits and Reports on Form 8-K
          --------------------------------

(a)   Exhibits

Exhibit No.                          Description


2           Agreement  and Plan of  Reorganization  dated  as of June  28,  1999
            between Bancorp and the Bank (incorporated by reference to Exhibit 2
            to  Bancorp's  Current  Report  on Form 8-K dated  December  1, 1999
            (Commission File No. 000-29599)).

3(i)        Certificate of Incorporation of Bancorp,  (incorporated by reference
            to  Exhibit  3(i) to  Bancorp's  Current  Report  on Form 8-K  dated
            December 1, 1999 (Commission File No. 000-29599)).

3(ii)       By-laws of Bancorp  (incorporated  by reference to Exhibit  3(ii) to
            Bancorp's  Current  Report  on  Form  8-K  dated  December  1,  1999
            (Commission File No.  000-29599)).

10(a)(1)    2001 Stock  Appreciation  Rights  Plan of  Bancorp  (incorporated by
            reference  to Exhibit  10(a)(1) to Bancorp's  Annual  Report on Form
            10-KSB for the year ended  December  31, 2001  (Commission  File No.
            000-29599)).



                                       27
<PAGE>



Exhibit No.                          Description


10(a)(2)    Lease dated February 1, 1995 between 999 Bedford Street  Corporation
            and the Bank  (incorporated  by  reference  to Exhibit  10(a)(3)  to
            Bancorp's  Current  Report  on  Form  8-K  dated  December  1,  1999
            (Commission File No. 000-29599)).

10(a)(3)    Employment Agreement,  dated as of October 23, 2000, as amended by a
            First Amendment, dated as of March 21, 2001, among the Bank, Bancorp
            and Charles F. Howell (incorporated by reference to Exhibit 10(a)(4)
            to  Bancorp's  Annual  Report  on Form  10-KSB  for the  year  ended
            December 31, 2000 (Commission File No. 000-29599)).

10(a)(4)    Second  Amendment to  Employment  Agreement among  Patriot  National
            Bank, Bancorp and Charles F. Howell, dated May 9, 2002.

10(a)(5)    Employment  Agreement  dated as of September  19, 2001 among Patriot
            National  Bank,  Bancorp and Robert F.  O'Connell  (incorporated  by
            reference to Exhibit 10 to Bancorp's Quarterly Report on Form 10-QSB
            for  the  Quarter  ended  March  31,  2002   (Commission   File  No.
            000-29599)).

10(a)(6)    Change of Control Agreement,  dated as of May 1, 2001 between Robert
            F. O'Connell and Patriot National Bank (incorporated by reference to
            Exhibit  10(a)(4) to Bancorp's  Annual Report on Form 10-KSB for the
            year ended December 31, 2001 (Commission File No. 000-29599)).

10(a)(7)    Employment  Agreement  dated as of January 1, 2003  between  Patriot
            National Bank and Todd Brown.

10(a)(8)    Employment  Agreement  dated as of January 1, 2003  between  Patriot
            National Bank and Marcus Zavattaro.

10(c)       1999 Stock  Option Plan of the Bank  (incorporated  by  reference to
            Exhibit 10(c) to Bancorp's Current Report on Form 8-K dated December
            1, 1999 (Commission File No. 000-29599)).

21          Subsidiaries of Bancorp  (Incorporated by reference to Exhibit 21 to
            Bancorp's  Annual Report on Form 10-KSB for the year ended  December
            31, 1999 (Commission File No. 000-29599)).

23          Consent of McGladrey & Pullen, LLP.

99          Certification of Chief Executive Officer and Chief Financial Officer
            Pursuant to 18 U.S.C.  Section  350, as Adopted  Pursuant to Section
            906 of the Sarbanes-Oxley Act of 2002.




                                       28
<PAGE>



(b)  Reports on Form 8-K

Bancorp filed no reports on Form 8-K during the fourth quarter of 2002.

14.  Controls and Procedures
     -----------------------

Based on an evaluation of Bancorp's disclosure controls and procedures performed
by Bancorp's Chief Executive  Officer and its Chief Financial  Officer within 90
days of the filing of this report,  Bancorp's Chief Executive  Officer and Chief
Financial  Officer concluded that Bancorp's  disclosure  controls and procedures
have been effective.

As used herein,  "disclosure  controls and  procedures"  mean controls and other
procedures of Bancorp that are designed to ensure that  information  required to
be  disclosed  by Bancorp  in the  reports  that it files or  submits  under the
Securities Exchange Act is recorded,  processed,  summarized and reported within
the time periods  specified in the rules and forms issued by the  Securities and
Exchange  Commission.   Disclosure  controls  and  procedures  include,  without
limitation, controls and procedures designed to ensure that information required
to be  disclosed  by Bancorp in the reports  that it files or submits  under the
Securities Exchange Act is accumulated and communicated to Bancorp's management,
including it principal executive officer or officers and its principal financial
officer or officers, or persons performing similar functions,  as appropriate to
allow timely decisions regarding required disclosure.

Since the date of the  evaluation  described  above,  there were no  significant
changes  in  Bancorp's   internal  controls  or  in  other  factors  that  could
significantly  affect these controls,  and there were no corrective actions with
regard to significant deficiencies and material weaknesses.






















                                       29
<PAGE>



SIGNATURES

In accordance  with Section 13 or 15(d) of the Exchange Act, the  registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                 Patriot National Bancorp, Inc.
                                 (Registrant)


                                 By: /s/ Angelo De Caro
                                     -----------------------------------------
                                     Name: Angelo De Caro
                                     Title: Chairman & Chief Executive Officer

Date:  March 26, 2003

In  accordance  with the Exchange  Act, this report has been signed below by the
following persons on behalf of the registrant and in capacities and on the dates
indicated.


  /s/  Angelo De Caro                                           March 28, 2003
-----------------------------------------                       --------------
Angelo De Caro, Chairman, Chief Executive                       Date
Officer and Director


  /s/  Robert F. O'Connell                                      March 28, 2003
-----------------------------------------                       --------------
Robert F. O'Connell                                             Date
Senior Executive Vice President,
Chief Financial Officer and Director


  /s/  Michael A. Capodanno                                     March 28, 2003
-----------------------------------------                       --------------
Michael A. Capodanno                                            Date
Vice President & Controller


  /s/  Fred A. DeCaro, Jr.                                      March 28, 2003
-----------------------------------------                       --------------
Fred A. DeCaro, Jr.                                             Date
Director


  /s/  John J. Ferguson                                         March 28, 2003
-----------------------------------------                       --------------
John J. Ferguson                                                Date
Director






                                       30
<PAGE>



Form 10 KSB - Signatures continued


  /s/  John A. Geoghegan                                        March 27, 2003
-----------------------------------------                       --------------
John A. Geoghegan                                               Date
Director


  /s/  L. Morris Glucksman                                      March 28, 2003
-----------------------------------------                       --------------
L. Morris Glucksman                                             Date
Director


  /s/  Charles F. Howell                                        March 28, 2003
-----------------------------------------                       --------------
Charles F. Howell                                               Date
Director


  /s/  Michael Intrieri                                         March 28, 2003
-----------------------------------------                       --------------
Michael Intrieri                                                Date
Director


  /s/  Richard Naclerio                                         March 28, 2003
-----------------------------------------                       --------------
Richard Naclerio                                                Date
Director


  /s/  Paul Settelmeyer                                         March 28, 2003
-----------------------------------------                       --------------
Paul Settelmeyer                                                Date
Director


  /s/  Philip Wolford                                           March 28, 2003
-----------------------------------------                       --------------
Philip Wolford                                                  Date
Director



                                       31
<PAGE>






                                  CERTIFICATION
                           BY CHIEF EXECUTIVE OFFICER
                             PURSUANT TO RULE 13A-14

I, Angelo De Caro, certify that:

1. I have  reviewed  this  annual  report  on Form  10-KSB of  Patriot  National
Bancorp, Inc;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiary,  is made known to us by others within those  entities,  particularly
during the period in which this annual report is being prepared;

     (b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     (c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the Audit Committee of
the  registrant's  Board of  Directors  (or persons  performing  the  equivalent
functions):

     (a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     (b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and




                                       32
<PAGE>



6. The registrants other certifying  officer and I have indicated in this annual
report  whether there were any  significant  changes in internal  controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

                                        /s/ Angelo De Caro
                                        ------------------------------------
                                        Angelo De Caro,
                                        Chairman and Chief Executive Officer
                                        (Principal executive officer)


March 28, 2003























                                       33
<PAGE>






                                  CERTIFICATION
                           BY CHIEF FINANCIAL OFFICER
                             PURSUANT TO RULE 13A-14

I, Robert F. O'Connell, certify that:

1. I have  reviewed  this  annual  report  on Form  10-KSB of  Patriot  National
Bancorp, Inc;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiary,  is made known to us by others within those  entities,  particularly
during the period in which this annual report is being prepared;

     (b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     (c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the Audit Committee of
the  registrant's  Board of  Directors  (or persons  performing  the  equivalent
functions):

     (a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     (b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and




                                       34
<PAGE>



6. The registrants other certifying  officer and I have indicated in this annual
report  whether there were any  significant  changes in internal  controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

                                        /s/ Robert F. O'Connell
                                        -------------------------------
                                        Robert F. O'Connell,
                                        Senior Executive Vice President
                                        (Principal financial officer)


March 28, 2003











                                       35
<PAGE>








PATRIOT NATIONAL BANCORP, INC.

FINANCIAL REPORT
December 31, 2002 and 2001

<PAGE>




                                    CONTENTS



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

INDEPENDENT AUDITOR'S REPORT                                                  1
--------------------------------------------------------------------------------

CONSOLIDATED FINANCIAL STATEMENTS
    Consolidated balance sheets                                               2
    Consolidated statements of income                                         3
    Consolidated statements of shareholders' equity                           4
    Consolidated statements of cash flows                                   5-6
    Notes to consolidated financial statements                             7-35
--------------------------------------------------------------------------------




<PAGE>


McGLADREY & PULLEN
Certified Public Accountants




                          INDEPENDENT AUDITOR'S REPORT


To the Shareholders and Board of Directors
Patriot National Bancorp, Inc.
Stamford, Connecticut


We have audited the accompanying consolidated balance sheets of Patriot National
Bancorp, Inc. and Subsidiary (the "Company") as of December 31, 2002 and 2001,
and the related consolidated statements of income, shareholders' equity and cash
flows for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Patriot National
Bancorp, Inc. and Subsidiary as of December 31, 2002 and 2001, and the results
of their operations and their cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States of America.

As discussed in Note 11 to the financial statements, effective January 1, 2002,
the Company changed its method of accounting for goodwill as prescribed in
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets."


                                              /s/ McGLADREY & PULLEN, LLP

New Haven, Connecticut
February 25, 2003, except for Note 20
as to which the date is March 27, 2003












<PAGE>


PATRIOT NATIONAL BANCORP, INC.

CONSOLIDATED BALANCE SHEETS
December 31, 2002 and 2001
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>

                                                                              2002            2001
                                                                         -----------------------------
ASSETS
<S>                                                                      <C>             <C>
Cash and due from banks (Note 2) ....................................    $  5,385,757    $  7,544,242
Federal funds sold ..................................................       3,000,000      12,700,000
Short-term investment ...............................................       3,348,968       6,788,569
                                                                         ------------    ------------

Cash and cash equivalents ...........................................      11,734,725      27,032,811

Available for sale securities (at fair value) (Note 3) ..............      60,618,366      34,717,930
Federal Reserve Bank stock ..........................................         481,050         481,050
Federal Home Loan Bank stock (Note 8) ...............................         621,300         617,900
Loans receivable (net of allowance for loan losses:  2002 $2,372,454;
   2001 $1,894,454) (Note 5) ........................................     170,794,939     135,680,036
Accrued interest receivable .........................................       1,311,453       1,079,450
Premises and equipment, net (Notes 6 and 9) .........................         789,197       1,102,428
Deferred tax asset (Note 10) ........................................         754,696         662,296
Goodwill (Note 11) ..................................................         930,091         930,091
Other assets ........................................................         460,936         265,465
                                                                         ------------    ------------
        Total assets ................................................    $248,496,753    $202,569,457
                                                                         ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
 Deposits (Note 7):
   Noninterest bearing deposits .....................................    $ 25,519,809    $ 16,961,636
   Interest bearing deposits ........................................     192,391,451     166,302,303
                                                                         ------------    ------------
        Total deposits ..............................................     217,911,260     183,263,939

Securities sold under agreements to repurchase (Note 8) .............       5,700,000            --
Federal Home Loan Bank borrowings (Note 8) ..........................       4,000,000            --
Capital lease obligation (Note 9) ...................................         243,231         364,836
Collateralized borrowings ...........................................         349,444         474,444
Accrued expenses and other liabilities ..............................       1,747,863       1,060,222
                                                                         ------------    ------------
Total liabilities ...................................................     229,951,798     185,163,441
                                                                         ------------    ------------

Commitments and Contingencies (Notes 8, 9, 12 and 14)

Shareholders' equity (Notes 12 and 15)
 Common stock, $2 par value: 5,333,333 shares authorized; shares
   issued and outstanding:  2002 2,400,525; 2001 2,400,525 ..........       4,801,050       4,801,050
Additional paid-in capital ..........................................      11,484,649      11,484,649
Retained earnings ...................................................       1,688,158         864,202
Accumulated other comprehensive income - net unrealized
   gain on available for sale securities ............................         571,098         256,115
                                                                         ------------    ------------
        Total shareholders' equity ..................................      18,544,955      17,406,016
                                                                         ------------    ------------

        Total liabilities and shareholders' equity ..................    $248,496,753    $202,569,457
                                                                         ============    ============
</TABLE>

See Notes to Consolidated Financial Statements.



                                       2
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                             2002            2001
                                                                        -----------------------------
Interest and Dividend Income
<S>                                                                     <C>              <C>
 Interest and fees on loans .........................................   $ 10,134,768     $ 11,136,375
 Interest and dividends on investment securities ....................      2,315,412        2,110,012
 Interest on Federal funds sold .....................................        154,538          476,556
                                                                        ------------     ------------
        Total interest and dividend income                                12,604,718       13,722,943
                                                                        ------------     ------------

Interest Expense
 Interest on deposits (Note 7) ......................................      4,497,409        6,772,517
 Interest on securities sold under agreements to repurchase and other         79,147              107
 Interest on Federal Home Loan Bank borrowings ......................        124,489             --
 Interest on capital lease obligation ...............................         42,395           58,012
 Interest on collateralized borrowings ..............................         21,253           36,324
                                                                        ------------     ------------
        Total interest expense ......................................      4,764,693        6,866,960
                                                                        ------------     ------------

        Net interest income .........................................      7,840,025        6,855,983

Provision for Loan Losses (Note 5) ..................................        468,000          250,000
                                                                        ------------     ------------

   Net interest income after provision for loan losses ..............      7,372,025        6,605,983
                                                                        ------------     ------------

Noninterest Income
 Mortgage brokerage referral fees ...................................      2,936,735        2,667,307
 Loan origination and processing fees ...............................        567,686          540,499
 Fees and service charges ...........................................        311,729          263,915
 Gains and origination fees from loans sold .........................        249,365           70,790
 Loss on impaired investment security (Note 3) ......................           --           (117,679)
 Loss on sale of investment securities ..............................        (25,733)            --
 Other income .......................................................         74,038           85,123
                                                                        ------------     ------------
        Total noninterest income ....................................      4,113,820        3,509,955
                                                                        ------------     ------------

Noninterest Expenses
 Salaries and benefits (Note 13) ....................................      6,418,855        5,282,441
 Occupancy and equipment expense, net ...............................      1,004,297          935,436
 Data processing and other outside services .........................        623,877          618,408
 Professional services ..............................................        302,000          322,897
 Advertising and promotional expenses ...............................        265,845          251,666
 Forms, printing and supplies .......................................        139,492          146,933
 Regulatory assessments .............................................         98,636           90,241
 Directors' fees and expenses .......................................        126,159           65,800
 Other operating expenses ...........................................        833,677          961,729
                                                                        ------------     ------------
        Total noninterest expenses ..................................      9,812,838        8,675,551
                                                                        ------------     ------------

        Income before income taxes ..................................      1,673,007        1,440,387

Provision for Income Taxes (Note 10) ................................        621,000          564,000
                                                                        ------------     ------------

        Net income ..................................................   $  1,052,007     $    876,387
                                                                        ============     ============

        Basic income per share (Notes 11 and 12) ....................   $       0.44     $       0.37
                                                                        ============     ============

        Diluted income per share (Notes 11 and 12) ..................   $       0.43     $       0.36
                                                                        ============     ============

        Dividends per share .........................................   $      0.095     $      0.060
                                                                        ============     ============
</TABLE>

See Notes to Consolidated Financial Statements.


                                       3
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                                                     Accumulated
                                                                                       Additional       Other
                                              Number of      Common      Paid-in        Retained    Comprehensive
                                               Shares        Stock       Capital        Earnings       Income         Total
                                             --------------------------------------------------------------------------------

<S>                                          <C>        <C>           <C>           <C>            <C>           <C>
Balance at January 1, 2001 .............     2,400,375  $  4,800,750  $ 11,483,770  $    131,840   $     11,076  $ 16,427,436
                                                                                                                 ------------
Comprehensive income

 Net income .............................         --            --            --         876,387           --         876,387

 Unrealized holding gain on available for
   sale securities, net of taxes (Note 17)        --            --            --            --          245,039       245,039
                                                                                                                 ------------

        Total comprehensive income .....                                                                            1,121,426
                                                                                                                 ------------

Dividends ..............................          --            --            --        (144,025)          --        (144,025)

Issuance of common stock ...............           150           300           879                                      1,179
                                          ------------  ------------  ------------  ------------   ------------  ------------

Balance at December 31, 2001 ...........     2,400,525     4,801,050    11,484,649       864,202        256,115    17,406,016
                                                                                                                 ------------

Comprehensive income
 Net income .............................         --            --            --       1,052,007           --       1,052,007
 Unrealized holding gain on available for
   sale securities, net of taxes (Note 17)        --            --            --            --          314,983       314,983
                                                                                                                 ------------

        Total comprehensive income .....                                                                            1,366,990
                                                                                                                 ------------

Dividends ..............................          --            --            --        (228,051)          --        (228,051)
                                          ------------  ------------  ------------  ------------   ------------  ------------

Balance, December 31, 2002 .............     2,400,525  $  4,801,050  $ 11,484,649  $  1,688,158   $    571,098  $ 18,544,955
                                          ============  ============  ============  ============   ============  ============
</TABLE>

See Notes to Consolidated Financial Statements.


                                       4
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                   2002          2001
                                                                              ----------------------------

Cash Flows from Operating Activities
<S>                                                                            <C>            <C>
 Net income .................................................................  $  1,052,007   $    876,387
   Adjustments to reconcile net income to net cash provided by
     operating activities:
     Amortization and accretion of net investment premiums and discounts, net       138,158        (13,522)
     Originations of loans held for sale                                            208,000     25,117,910
     Proceeds from sales of loans held for sale .............................      (208,000)   (25,117,910)
     Gains on sales of loans ................................................      (249,365)       (11,326)
     Provision for loan losses ..............................................       468,000        250,000
     Loss on impaired investment security ...................................          --          117,679
     Loss on sales of investment securities .................................        25,733           --
     Depreciation and amortization of premises and equipment ................       405,040        357,706
     Loss on disposal of bank premises and equipment ........................          --            1,710
     Deferred income taxes ..................................................      (269,753)      (176,215)
     Amortization of goodwill ...............................................          --          123,936
     Change in assets and liabilities:
       Increase in deferred loan fees .......................................       336,234         60,587
       (Increase) decrease in accrued interest receivable ...................      (232,003)       149,470
       Increase in other assets .............................................      (195,471)       (20,435)
       Increase in accrued expenses and other liabilities ...................       675,637        422,888
                                                                                ------------   ------------
         Net cash provided by operating activities ..........................     2,154,217      2,138,865
                                                                                ------------   ------------

 Cash Flows from Investing Activities
     Purchases of available for sale securities ..............................   (55,062,998)   (15,600,000)
     Proceeds from sales of available for sale securities ....................    11,375,386      9,046,223
     Proceeds from maturities of available for sale securities ...............     7,000,000        499,290
     Principal repayments on available for sale securities ...................    11,115,621      4,147,618
     Proceeds from maturities of held to maturity securities .................          --          500,000
     Purchase of Federal Reserve Bank stock ..................................          --           (5,850)
     Purchase of Federal Home Loan Bank stock ................................        (3,400)       (24,300)
     Proceeds from sale of loan receivable ...................................     1,549,365        286,509
     Net increase in loans ...................................................   (37,219,137)    (9,854,541)
     Purchases of premises and equipment .....................................       (91,809)      (563,090)
                                                                                ------------   ------------
          Net cash used in investing activities ..............................   (61,336,972)   (11,568,141)
                                                                                ------------   ------------
</TABLE>



                                       5
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                  2002          2001
                                                                             ----------------------------

Cash Flows from Financing Activities
<S>                                                                       <C>            <C>
   Net increase in demand, savings and money market deposits ..............  $ 27,220,834   $ 28,253,847
   Net increase (decrease) in time certificates of deposit ................     7,426,487    (24,656,006)
   Increase in securities sold under repurchase agreements ................     5,700,000           --
   Increase in FHLB borrowings ............................................     4,000,000           --
   Principal payments on capital lease obligation .........................      (121,605)      (105,990)
   Decrease in collateralized borrowings                                         (125,000)          --
   Proceeds from issuance of common stock .................................          --            1,179
   Dividends paid on common stock .........................................      (216,047)       (96,014)
                                                                             ------------   ------------
        Net cash provided by financing activities .........................    43,884,669      3,397,016
                                                                             ------------   ------------

        Net decrease in cash and cash equivalents .........................   (15,298,086)    (6,032,260)

Cash and cash equivalents
   Beginning ..............................................................    27,032,811     33,065,071
                                                                             ------------   ------------

   Ending .................................................................  $ 11,734,725   $ 27,032,811
                                                                             ============   ============

Supplemental Disclosures of Cash Flow Information
   Cash paid for:
     Interest .............................................................  $  4,782,645   $  6,853,985
                                                                             ============   ============

     Income taxes .........................................................  $    808,809   $    714,218
                                                                             ============   ============

Supplemental Disclosure of Noncash Investing and Financing
   Activities
     Transfer of held to maturity securities to available for sale           $       --     $ 11,796,300
      securities                                                             ============    ============

     Unrealized holding gains on available for sale securities
      arising during the period ...........................................  $    492,336   $    410,186
                                                                             ============   ============

   Accrued dividends declared on common stock .............................  $     60,015   $     48,011
                                                                             ============   ============
</TABLE>




See Notes to Consolidated Financial Statements.


                                       6
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001
--------------------------------------------------------------------------------


Note 1.  Nature of Operations and Summary of Significant Accounting Policies

Patriot National Bancorp, Inc. (the "Company"), a Connecticut corporation,  is a
bank holding  company that was organized in 1999.  On December 1, 1999,  all the
issued  and  outstanding  shares of  Patriot  National  Bank (the  "Bank")  were
converted  into  Company  common  stock  and the  Bank  became  a  wholly  owned
subsidiary of the Company.  The Bank is a nationally  chartered  commercial bank
whose deposits are insured under the Bank Insurance Fund,  which is administered
by the Federal Deposit Insurance Corporation.  The Bank provides a full range of
banking services to commercial and consumer customers through its main office in
Stamford,  Connecticut,  two branch  offices in Greenwich,  Connecticut  and one
branch office in Norwalk,  Connecticut. The Bank's customers are concentrated in
Fairfield County,  Connecticut and Westchester  County,  New York. The Bank also
conducts mortgage  brokerage  operations in Connecticut and New York through its
mortgage brokerage division, Pinnacle Financial.

Principles of consolidation and basis of financial statement presentation
-------------------------------------------------------------------------

The consolidated  financial  statements  include the accounts of the Company and
its wholly owned  subsidiary,  the Bank, and the Bank's wholly owned subsidiary,
PinPat Acquisition  Corporation (currently inactive);  and have been prepared in
accordance with accounting principles generally accepted in the United States of
America  and general  practices  within the banking  industry.  All  significant
intercompany  balances and transactions  have been eliminated.  In preparing the
consolidated financial statements,  management is required to make estimates and
assumptions  that affect the  reported  amounts of assets and  liabilities,  and
disclosures of contingent  assets and liabilities,  as of the balance sheet date
and revenues and expenses for the period. Actual results could differ from those
estimates.  Material estimates that are particularly  susceptible to significant
change in the near term relate to the  determination  of the  allowance for loan
losses and the valuation of deferred tax assets.

The following is a summary of the Company's significant accounting policies.

Cash and cash equivalents
-------------------------

Cash and due from  banks,  Federal  funds sold and  short-term  investments  are
recognized as cash equivalents in the consolidated financial statements. Federal
funds sold  generally  mature in one day. For purposes of reporting  cash flows,
the Company  considers  all highly  liquid  debt  instruments  purchased  with a
maturity of three months or less to be cash  equivalents.  Cash flows from loans
and deposits are reported net. The Company  maintains amounts due from banks and
Federal funds sold which, at times,  may exceed  Federally  insured limits.  The
Company has not experienced any losses from such concentrations.  The short-term
investment  represents  an  investment in a money market mutual fund of a single
issuer.


                                       7
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


Investments in debt and marketable equity securities
----------------------------------------------------

Management  determines the appropriate  classification of securities at the date
individual investment  securities are acquired,  and the appropriateness of such
classification is reassessed at each balance sheet date.

Debt  securities  that management has the positive intent and ability to hold to
maturity are  classified as "held to maturity"  and recorded at amortized  cost.
"Trading"  securities,  if any, are carried at fair value with unrealized  gains
and losses recognized in earnings. Securities not classified as held to maturity
or trading,  including equity securities with readily  determinable fair values,
are  classified  as  "available  for  sale" and  recorded  at fair  value,  with
unrealized  gains and  losses  excluded  from  earnings  and  reported  in other
comprehensive income.

Purchase  premiums and  discounts are  recognized  in interest  income using the
interest method over the terms of the securities.  Declines in the fair value of
held to maturity and  available  for sale  securities  below their cost that are
deemed to be other than temporary are reflected in earnings as realized  losses.
Gains and losses on the sale of  securities  are  recorded on the trade date and
are determined using the specific identification method.

The sale of a held to maturity security within three months of its maturity date
or after collection of at least 85% of the principal outstanding at the time the
security  was acquired is  considered a maturity for purposes of  classification
and disclosure.

Loans held for sale
-------------------

Loans held for sale are those  loans the  Company  has the intent to sell in the
foreseeable  future,  and are carried at the lower of  aggregate  cost or market
value,  taking into consideration all open positions.  Gains and losses on sales
of loans are recognized at the trade dates, and are determined by the difference
between the sales proceeds and the carrying  value of the loans.  Loans are sold
with servicing released.

Loans receivable
----------------

Loans receivable are stated at their current unpaid  principal  balances and are
net of the allowance for loan losses and net deferred loan origination fees. The
Company has the ability and intent to hold its loans for the foreseeable  future
or until maturity or payoff.

A loan is classified as a restructured  loan when certain  concessions have been
made to the original  contractual terms, such as reductions in interest rates or
deferral of interest or  principal  payments,  due to the  borrower's  financial
condition.

Impaired loans are measured  based on the present value of expected  future cash
flows  discounted  at the  loan's  effective  interest  rate or, as a  practical
expedient,  at the  loan's  observable  market  price or the  fair  value of the
collateral if the loan is collateral  dependent.  The amount of  impairment,  if
any, and any



                                       8
<PAGE>

PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


subsequent changes are recorded as adjustments to the allowance for loan losses.
A loan is impaired when it is probable the Company will be unable to collect all
contractual  principal and interest payments due in accordance with the terms of
the loan agreement.

Management considers all nonaccrual loans and restructured loans to be impaired.
In most  cases,  loan  payments  that are past due less  than 90 days,  based on
contractual terms, are considered minor collection delays, and the related loans
are not considered to be impaired.  The Company considers  consumer  installment
loans to be pools of smaller balance  homogeneous  loans, which are collectively
evaluated for impairment.

Allowance for loan losses
-------------------------

The allowance for loan losses,  a material  estimate  susceptible to significant
change in the near-term, is established as losses are estimated to have occurred
through a provision for losses charged against operations and is maintained at a
level that management considers adequate to absorb losses in the loan portfolio.
Management's judgment in determining the adequacy of the allowance is inherently
subjective  and is based on the  evaluation of individual  loans,  the known and
inherent risk characteristics and size of the loan portfolios, the assessment of
current  economic and real estate  market  conditions,  estimates of the current
value of underlying collateral, past loan loss experience,  review of regulatory
authority  examination  reports  and  evaluations  of  specific  loans and other
relevant  factors.  Loans,  including  impaired  loans,  are charged against the
allowance for loan losses when management believes that the  uncollectibility of
principal is confirmed.  Any subsequent recoveries are credited to the allowance
for loan losses when  received.  In  connection  with the  determination  of the
allowance  for  loan  losses,  management  obtains  appraisals  for  significant
properties, when considered necessary.

The  Company's  real estate  loans are  collateralized  by real  estate  located
principally  in  Connecticut  and  New  York,  and  accordingly,   the  ultimate
collectibility  of a  substantial  portion of the  Company's  loan  portfolio is
susceptible to changes in real estate market conditions.

Management believes the allowance for loan losses is adequate.  While management
uses available information to recognize losses on loans, future additions to the
allowance may be necessary based on changes in economic conditions. In addition,
various regulatory  agencies,  as an integral part of their examination process,
periodically  review the Company's allowance for loan losses. Such agencies have
the authority to require the Company to recognize  additions to the allowance or
charge-offs based on the agencies' judgments about information available to them
at the time of their examination.

Interest and fees on loans
--------------------------

Interest  on  loans  is  accrued  and  included  in  operating  income  based on
contractual  rates  applied to  principal  amounts  outstanding.  The accrual of
interest  income is  discontinued  whenever  reasonable  doubt  exists as to its
collectibility  and generally is discontinued when loans are past due 90 days as
to  either  principal  or  interest.  When the  accrual  of  interest  income is
discontinued,  all  previously  accrued  and  uncollected  interest  is reversed
against interest income. The accrual of interest on loans past due 90 days



                                       9
<PAGE>

PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


or more, including impaired loans, may be continued if the loan is well secured,
and it is believed all  principal  and accrued  interest  income due on the loan
will be  realized,  and the loan is in the process of  collection.  A nonaccrual
loan is  restored  to an  accrual  status  when it is no longer  delinquent  and
collectibility of interest and principal is no longer in doubt.

Loan origination  fees, net of direct loan  origination  costs, are deferred and
amortized as an adjustment to the loan's yield  generally  over the  contractual
life of the loan, utilizing the interest method.

Loan brokerage activities
-------------------------

The  Company   receives  loan  brokerage  fees  for  soliciting  and  processing
conventional loan applications on behalf of permanent  investors.  Brokerage fee
income is recognized upon closing of loans for permanent investors.

Transfers of financial assets
-----------------------------

Transfers of financial assets are accounted for as sales,  when control over the
assets has been  surrendered.  Control over  transferred  assets is deemed to be
surrendered  when (1) the assets have been  isolated  from the Company,  (2) the
transferee obtains the right to pledge or exchange the transferred assets and no
condition both constrains the transferee from taking advantage of that right and
provides more than a trivial benefit for the transferor,  and (3) the transferor
does not maintain  effective control over the transferred  assets through either
(a) an agreement  that both entitles and obligates the  transferor to repurchase
or redeem the assets before  maturity or (b) the ability to  unilaterally  cause
the holder to return specific assets, other than through a cleanup call.

Other real estate owned
-----------------------

Other real estate owned, if any, consists of properties  acquired through, or in
lieu of, loan foreclosure or other proceedings and is initially recorded at fair
value at the date of  foreclosure,  which  establishes  a new cost basis.  After
foreclosure,  the  properties  are held for sale and are carried at the lower of
cost or fair value less  estimated  costs of disposal.  Any  write-down  to fair
value at the time of  acquisition  is charged to the  allowance for loan losses.
Properties are evaluated  regularly to ensure the recorded amounts are supported
by current fair values,  and valuation  allowances  are recorded as necessary to
reduce  the  carrying  amount to fair  value less  estimated  cost of  disposal.
Revenue and expense from the  operation of other real estate owned and valuation
allowances are included in operations.  Costs  relating to the  development  and
improvement of the property are capitalized,  subject to the limit of fair value
of the collateral. Gains or losses are included in operations upon disposal.

Premises and equipment
----------------------

Premises and equipment are stated at cost for purchased assets, and at the lower
of fair value or the net present  value of the minimum lease  payments  required
over the term of the lease for assets under capital  leases,  net of accumulated
depreciation and amortization. Leasehold improvements are capitalized and



                                       10
<PAGE>

PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


amortized  over the shorter of the terms of the related  leases or the estimated
economic lives of the improvements.  Depreciation is charged to operations using
the  straight-line  method over the estimated useful lives of the related assets
which  range from three to ten years.  Amortization  of premises  under  capital
leases is charged to operations using the straight-line  method over the life of
the lease.  Gains and losses on dispositions  are recognized  upon  realization.
Maintenance  and  repairs  are  expensed  as  incurred  and   improvements   are
capitalized.

Impairment of assets
--------------------

Long-lived  assets,  which are held and used by the  Company,  are  reviewed for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be  recoverable.  If impairment is indicated
by that review,  the asset is written down to its estimated fair value through a
charge to noninterest expense.

Goodwill
--------

Goodwill  represents the cost in excess of net assets of businesses acquired and
was being amortized on a straight-line basis over ten years through December 31,
2001.  Statement of Financial  Accounting Standards No. 142, "Goodwill and Other
Intangible  Assets" ("SFAS 142") was adopted  January 1, 2002,  and  accordingly
amortization  of  goodwill  was  discontinued  and such  goodwill  is tested for
impairment annually, or more frequently under prescribed conditions.

Collateralized borrowings
-------------------------

Collateralized  borrowings  represent the portion of loans  transferred to other
institutions  under  loan  participation  agreements.  Such  transfers  were not
recognized  as sales  due to  recourse  provisions  and/or  restrictions  on the
participant's right to transfer their portion of the loan.

Income taxes
------------

The Company recognizes income taxes under the asset and liability method.  Under
this method,  deferred tax assets and  liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases, and loss carryforwards.  Deferred tax assets and liabilities are measured
using  enacted  tax rates  expected  to apply to taxable  income in the years in
which those temporary  differences are expected to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized in income in the period that includes the  enactment  date.  Deferred
tax  assets  are  reduced  by a  valuation  allowance  when,  in the  opinion of
management,  it is more likely than not that some portion or all of the deferred
tax assets will not be realized.




                                       11
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


Related party transactions
--------------------------

Directors  and  officers of the Company and the Bank and their  affiliates  have
been  customers of and have had  transactions  with the Bank, and it is expected
that such  persons  will  continue  to have  such  transactions  in the  future.
Management believes that all deposit accounts,  loans,  services and commitments
comprising such transactions  were made in the ordinary course of business,  and
on substantially  the same terms,  including  interest rates and collateral,  as
those  prevailing at the time for comparable  transactions  with other customers
who  are  not  directors  or  officers.  In  the  opinion  of  management,   the
transactions  with  related  parties did not involve  more than normal  risks of
collectibility  or favored  treatment  or terms,  or present  other  unfavorable
features. Note 16 contains details regarding related party transactions.

Earnings per share
------------------

Basic earnings per share represents income available to common  stockholders and
is  computed  by dividing  net income by the  weighted-average  number of common
shares outstanding. Diluted earnings per share reflects additional common shares
that would have been  outstanding if dilutive  potential  common shares had been
issued,  as well as any  adjustment to income that would result from the assumed
issuance.  Potential  common shares that may be issued by the Company  relate to
outstanding  stock options and warrants,  and are determined  using the treasury
stock method.

Stock compensation plans
------------------------

Statement of  Financial  Accounting  Standards  (SFAS) No. 123,  Accounting  for
Stock-Based  Compensation,  encourages  all entities to adopt a fair value based
method of accounting for employee stock compensation plans, whereby compensation
cost is  measured  at the  grant  date  based on the  value of the  award and is
recognized  over the  service  period,  which is  usually  the  vesting  period.
However,  it also allows an entity to continue to measure  compensation cost for
those plans using the intrinsic  value based method of accounting  prescribed by
Accounting  Principles  Board  Opinion No. 25,  Accounting  for Stock  Issued to
Employees, whereby compensation cost is the excess, if any, of the quoted market
price of the stock at the grant date (or other measurement date) over the amount
an  employee  must pay to acquire  the stock.  Stock  options  issued  under the
Company's stock option plan, and stock warrants issued,  have no intrinsic value
at the grant date, and under Opinion No. 25 no  compensation  cost is recognized
for them.  During  2002,  the  Company  adopted  SFAS No. 148,  "Accounting  for
Stock-Based  Compensation  -  Transition  and  Disclosure,  an Amendment of FASB
Statement  No.  123." The Company has  elected to continue  with the  accounting
methodology in Opinion No. 25 and, as a result,  provides pro forma  disclosures
of net income and earnings per share and other disclosures, as if the fair value
based method of  accounting  had been applied.  There is no proforma  disclosure
required for 2002 and 2001.

Comprehensive income
--------------------

Accounting principles generally require that recognized revenue, expenses, gains
and losses be  included in net income.  Although  certain  changes in assets and
liabilities,  such  as  unrealized  gains  and  losses  on  available  for  sale
securities,  are reported as a separate  component of the  shareholders'  equity
section of


                                       12
<PAGE>

PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


the  consolidated  balance  sheets,  such  items,  along  with net  income,  are
components of comprehensive income.

Fair values of financial instruments
------------------------------------

The following methods and assumptions were used by the Company in estimating the
fair value of its financial instruments:

          Cash and due from banks,  federal funds sold,  short-term  investments
          and accrued interest receivable

          The carrying amount is a reasonable estimate of fair value.

          Securities

          Fair  values,  excluding  restricted  Federal  Reserve  Bank stock and
          Federal  Home Loan Bank stock,  are based on quoted  market  prices or
          dealer  quotes,  if  available.  If  a  quoted  market  price  is  not
          available,  fair value is  estimated  using quoted  market  prices for
          similar  securities.  The carrying  values of the Federal Reserve Bank
          stock and Federal Home Loan Bank stock approximate fair value based on
          the redemption provisions of the related stock.

          Loans receivable

          For  variable  rate  loans  which  reprice  frequently,  and  have  no
          significant  changes in credit risk, fair value is based on the loans'
          carrying  value.  The fair value of fixed rate loans is  estimated  by
          discounting  the future  cash flows  using the year end rates at which
          similar loans would be made to borrowers  with similar  credit ratings
          and for the same remaining maturities.

          Deposits

          The fair value of demand  deposits,  regular savings and certain money
          market deposits is the amount payable on demand at the reporting date.
          The fair value of  certificates  of deposit and other time deposits is
          estimated  using a  discounted  cash  flow  calculation  that  applies
          interest  rates  currently  being  offered  for  deposits  of  similar
          remaining  maturities to a schedule of aggregated  expected maturities
          on such deposits.

          Borrowings

          For variable rate borrowings which reprice frequently,  and short-term
          borrowings,  fair value is based on carrying value.  The fair value of
          fixed rate  borrowings  is  estimated by  discounting  the future cash
          flows using current  interest rates for similar  available  borrowings
          with the same remaining maturities.




                                       13
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------



          Off-balance-sheet instruments

          Fair values for the Company's  off-balance-sheet  instruments (lending
          commitments and standby letters of credit) are based on fees currently
          charged to enter into  similar  agreements,  taking  into  account the
          remaining  terms  of the  agreements  and the  counterparties'  credit
          standing.

Reclassifications
-----------------

Certain 2001 financial  statement amounts have been reclassified to conform with
the 2002 presentations. Such reclassifications had no effect on 2001 net income.

Note 2.  Restrictions on Cash and Due From Banks

The Company is required to maintain reserves against its respective  transaction
accounts  and non personal  time  deposits.  At December 31, 2002,  the Bank was
required  to have cash and liquid  assets of  approximately  $1,053,000  to meet
these requirements.  In addition, the Company is required to maintain $25,000 in
the Federal Reserve Bank for clearing purposes.

Note 3.  Available for Sale Securities

The  amortized  cost,  gross  unrealized  gains,  gross  unrealized  losses  and
approximate  fair values of available  for sale  securities at December 31, 2002
and 2001 are as follows:

<TABLE>
<CAPTION>

                                                                         Gross          Gross
                                                         Amortized     Unrealized     Unrealized      Fair
2002                                                       Cost          Gains          Losses        Value
----                                                  --------------------------------------------------------

<S>                                                   <C>           <C>            <C>            <C>
U.S. Government agency obligations ............       $  9,024,526  $    104,888   $       --     $  9,129,414
Mortgage-backed securities ....................         37,756,793       705,573         (1,207)    38,461,159
Corporate bonds ...............................            283,853        99,944           --          383,797
Marketable equity securities ..................         12,632,068        11,928           --       12,643,996
                                                      --------------------------------------------------------
                                                      $ 59,697,240  $    922,333   $     (1,207)  $ 60,618,366
                                                      ========================================================


                                                                         Gross          Gross
                                                         Amortized     Unrealized     Unrealized      Fair
2001                                                       Cost          Gains          Losses        Value
----                                                  --------------------------------------------------------

Mortgage-backed securities ....................       $  9,981,222  $    262,196   $       --     $ 10,243,418
Corporate bonds ...............................         11,675,851       213,049         (8,744)    11,880,156
Marketable equity securities ..................         12,632,067          --          (37,711)    12,594,356
                                                      --------------------------------------------------------
                                                      $ 34,289,140  $    475,245   $    (46,455)  $ 34,717,930
                                                      ========================================================
</TABLE>




                                       14
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


At December 31, 2002,  available for sale  securities  with a carrying  value of
$8,368,347 were pledged to secure  obligations  under repurchase  agreements and
municipal deposits. There were no securities pledged at December 31, 2001.

The  amortized  cost and fair value of  available  for sale debt  securities  at
December 31, 2002 by contractual maturity are presented below. Actual maturities
of mortgage-backed securities may differ from contractual maturities because the
mortgages  underlying  the  securities  may be  called  or  repaid  without  any
penalties.  Because mortgage-backed  securities are not due at a single maturity
date, they are not included in the maturity categories in the following maturity
summary.

                                               Amortized        Fair
                                                  Cost          Value
                                              --------------------------
          Maturity:
              1-5 years ....................  $ 8,303,773    $ 8,495,399
              5-10 years ...................    1,004,606      1,017,812
              Mortgage-backed securities ...   37,756,793     38,461,159
                                              --------------------------
          Total ............................  $47,065,172    $47,974,370
                                              ==========================

During  2002,  proceeds  from  sales  of  available  for  sale  securities  were
$11,375,386  and there were $25,733 in losses  realized on those  sales.  During
2001,  proceeds from sales of available for sale  securities were $9,046,223 and
there were no gains or losses realized on those sales.  Also during 2001, due to
the significant deterioration in the creditworthiness of the issuer, the Company
recognized  an impairment  loss of $117,679 on an available  for sale  corporate
bond, which loss was considered other than temporary.  There were no such losses
recognized during 2002.

Note 4.  Held to Maturity Securities

During 2001,  the Company  transferred  all of its held to maturity  securities,
which had a carrying value of  $11,796,300,  to the available for sale category.
At the time of the  transfer,  the  Company  recognized  an  unrealized  loss of
$154,147 as an adjustment to other  comprehensive  income. The transfer of these
securities  was made  based  on a change  in the  Company's  overall  investment
strategies and for liquidity purposes.

There were no sales of held to maturity securities during 2001.




                                       15
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------

Note 5.

Loans Receivable and Allowance for Loan Losses

A summary of the  Company's  loan  portfolio at December 31, 2002 and 2001 is as
follows:

<TABLE>
<CAPTION>

                                                                2002           2001
                                                         -----------------------------

<S>                                                      <C>             <C>
     Real estate:
         Commercial .................................    $   65,967,205  $  60,481,789
         Residential ................................        27,012,024      7,501,504
         Construction, net of undisbursed portion of
           $29,592,692 in 2002 and $7,183,318 in 2001        39,208,651     26,215,265
     Commercial .....................................        13,021,909     14,649,112
     Consumer installment ...........................         1,757,321      1,231,672
     Consumer home equity ...........................        26,812,092     27,770,723
                                                           ------------   ------------
                Total loans .........................       173,779,202    137,850,065
     Net deferred loan fees .........................          (611,809)      (275,575)
     Allowance for loan losses ......................        (2,372,454)    (1,894,454)
                                                           ------------   ------------
                Loans receivable, net ...............    $  170,794,939  $  135,680,036
                                                         ==============  ==============

</TABLE>


The changes in the allowance for loan losses for the years ended December 31,
2002 and 2001 are as follows:


                                                          2002         2001
                                                      ------------------------

     Balance, beginning of year ...................   $ 1,894,454  $ 1,644,817
         Provision for loan losses ................       468,000      250,000
         Recoveries of loans previously charged-off        10,000        1,412
         Loans charged-off ........................          --         (1,775)
                                                       ----------   ----------
     Balance, end of year .........................   $ 2,372,454  $ 1,894,454
                                                      ===========  ===========


At December 31, 2002 and 2001, the unpaid principal balances of loans delinquent
90 days or more were  $1,372,705 and  $2,953,870,  respectively,  and the unpaid
principal  balances  of loans  placed on  nonaccrual  status were  $200,957  and
$1,653,946, respectively.


                                       16
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


The following information relates to impaired loans as of and for the years
ended December 31, 2002 and 2001:

<TABLE>
<CAPTION>

                                                                                     2002          2001
                                                                                  ------------------------

<S>                                                                               <C>           <C>
   Loans receivable for which there is a related allowance for credit
       losses ..............................................................      $     --      $1,653,946
                                                                                  ==========    ==========

   Loans receivable for which there is no related allowance for credit
       losses ..............................................................      $  200,957       --
                                                                                  ==========    ==========

   Allowance for credit losses related to impaired loans ...................      $   --        $  118,092
                                                                                  ==========    ==========

   Average recorded investment in impaired loans ...........................      $  903,634    $1,567,075
                                                                                  ==========    ==========
</TABLE>


There was no interest  income on impaired loans  collected or recognized in 2002
and 2001. The Company has no commitments to lend  additional  funds to borrowers
whose loans are impaired.

The Company's  lending  activities  are conducted  principally  in the Fairfield
County section of Connecticut  and  Westchester  County section of New York. The
Company grants  commercial  real estate loans,  commercial  business loans and a
variety of  consumer  loans.  In  addition,  the  Company  grants  loans for the
construction  of  residential  homes,  residential  developments  and  for  land
development  projects.   All  residential  and  commercial  mortgage  loans  are
collateralized  by first or second  mortgages  on real  estate.  The ability and
willingness of borrowers to satisfy their loan obligations is dependent in large
part upon the status of the regional  economy and regional  real estate  market.
Accordingly,  the ultimate  collectibility of a substantial  portion of the loan
portfolio and the recovery of a substantial portion of any resulting real estate
acquired is susceptible to changes in market conditions.

The Company has established  credit policies  applicable to each type of lending
activity in which it engages,  evaluates the  creditworthiness  of each customer
and,  in most  cases,  extends  credit of up to 75% of the  market  value of the
collateral  at the  date of the  credit  extension  depending  on the  Company's
evaluation of the borrowers' creditworthiness and type of collateral. The market
value of collateral is monitored on an ongoing basis and  additional  collateral
is obtained when warranted. Real estate is the primary form of collateral. Other
important forms of collateral are accounts receivable, inventory, other business
assets,  marketable  securities and time  deposits.  While  collateral  provides
assurance as a secondary source of repayment,  the Company  ordinarily  requires
the  primary  source  of  repayment  to be based on the  borrower's  ability  to
generate continuing cash flows.




                                       17
<PAGE>


PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


Note 6.  Premises and Equipment

At December 31, 2002 and 2001, premises and equipment consisted of the
following:

<TABLE>
<CAPTION>

                                                                     2002         2001
                                                                --------------------------

<S>                                                             <C>           <C>
   Premises under capital lease ...........................     $    783,000  $    783,000
   Leasehold improvements .................................          880,169       831,814
   Furniture, equipment and software ......................        1,034,782       992,388
                                                                ------------  ------------
                                                                   2,697,951     2,607,202
   Less accumulated depreciation and amortization .........       (1,908,754)   (1,504,774)
                                                                ------------  ------------
                                                                $    789,197  $  1,102,428
                                                                ============  ============
</TABLE>

For the years ended December 31, 2002 and 2001,  depreciation  and  amortization
expense  related to  premises  and  equipment  totaled  $405,040  and  $357,706,
respectively.

Note 7.  Deposits

At December 31, 2002 and 2001, deposits consisted of the following:

                                                  2002          2001
                                             --------------------------
   Noninterest bearing ..................... $ 25,519,809  $ 16,961,636
   Interest bearing:
       Time certificates, less than $100,000   57,202,908    53,081,137
       Time certificates, $100,000 or more .   28,681,345    25,376,629
       Money market ........................   56,973,507    10,255,056
       Savings .............................   26,847,780    31,258,415
       NOW .................................   22,685,911    46,331,066
                                             ------------  ------------
         Total interest bearing ............ $192,391,451   166,302,303
                                             ------------  ------------
            Total deposits ................. $217,911,260  $183,263,939
                                             ============  ============

Interest expense on certificates of deposit in denominations of $100,000 or more
was  $985,602  and  $1,378,773  for the years ended  December 31, 2002 and 2001,
respectively.




                                       18
<PAGE>

PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


Contractual maturities of time certificates of deposit as of December 31, 2002
are summarized below:

       Due within:
          1 year .............................             $47,098,521
          1-2 years ..........................               6,339,784
          2-3 years ..........................               8,222,490
          3-4 years ..........................               7,950,745
          4-5 years ..........................              16,272,713
                                                           -----------
                                                           $85,884,253
                                                           ===========

Note 8.  Borrowings

Borrowings at December 31, 2002 consist of  $5,700,000  of  short-term  borrowed
funds under  securities sold under  agreements to repurchase,  due in 2003, with
interest  rates  ranging  from 1.49% to 2.69%,  and fixed rate Federal Home Loan
Bank advances.  Federal Home Loan bank advances in the following table are shown
based on contractual maturity:

               Due in:
                   2005 .........   $  2,000,000     4.48%
                   2007 .........      2,000,000     5.11%
                                    ------------
                                    $  4,000,000
                                    ============

The Bank is a member  of the  Federal  Home Loan  Bank of  Boston  ("FHLB").  At
December 31,  2002,  the Bank has the ability to borrow from the FHLB based on a
certain percentage of the value of the Bank's qualified  collateral,  as defined
in the FHLB  Statement  of Products  Policy,  at the time of the  borrowing.  In
accordance  with an agreement  with the FHLB, the qualified  collateral  must be
free and clear of liens, pledges and encumbrances.  In addition, the Company has
a $2,000,000  available  line of credit with the FHLB.  At December 31, 2002 and
2001, there were no advances outstanding under this line of credit.

The Bank is required to maintain an  investment  in capital stock of the FHLB in
an amount equal to a percentage of its outstanding  mortgage loans and contracts
secured by residential  properties,  including  mortgage-backed  securities.  No
ready  market  exists  for FHLB  stock and it has no quoted  market  value.  For
disclosure purposes, such stock is assumed to have a market value which is equal
to cost since the Bank can redeem the stock with FHLB at cost.

Note 9.  Commitments and Contingencies

Capital lease
-------------

The Company leases the Bank's main office under a capital lease which expires in
2004.   Premises  under  capital  lease  of  $783,000  and  related  accumulated
amortization  of  $652,500  and  $574,200  as of  December  31,  2002 and  2001,
respectively, are included in premises and equipment.




                                       19
<PAGE>

PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


The  Company  is  obligated  under the lease to pay  executory  costs  including
insurance, property taxes, maintenance and other related expenses.

At  December  31,  2002,  future  minimum  lease  payments,  by years and in the
aggregate, under this capital lease are as follows:

     Years Ending
     December 31,                                                   Amount
     -----------------------------------------------------         --------

     2003 ................................................         $164,000
     2004 ................................................          109,333
                                                                   --------
                                                                    273,333
     Less amount representing interest ...................           30,102
                                                                   --------

     Present value of future minimum lease
         payments-capital lease obligation ...............         $243,231
                                                                   ========

Operating leases
----------------

The Company  subleases  excess  office space in its premises to a tenant under a
noncancelable operating lease. Future minimum lease payments receivable for this
lease by year, and in the aggregate, at December 31, 2002 are as follows:

                        Years Ending
                        December 31,                Amount
                        ----------------------     --------

                        2003 .................     $22,260
                        2004 .................      16,695
                                                   -------
                                                   $38,955
                                                   =======

For the years  ended  December  31,  2002 and 2001,  rental  income  under  both
cancelable and noncancelable leases totaled $22,260 and $29,060, respectively.

The Company also has  noncancelable  operating  leases for certain of its branch
offices and for its  mortgage  brokerage  office in New York.  Under these lease
agreements,  the  Company is required  to pay  certain  executory  costs such as
insurance  and property  taxes.  The Company also leases  parking  space under a
noncancelable  operating lease agreement and certain  equipment under cancelable
and noncancelable arrangements.




                                       20
<PAGE>

PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


Future minimum rental  commitments  under the terms of these leases, by year and
in the aggregate, are as follows:

                  Years Ending
                  December 31,                      Amount
                  ----------------------           --------
                  2003                            $  534,989
                  2004                               494,341
                  2005                               450,636
                  2006                               412,328
                  2007                               274,908
                  Thereafter                         541,212
                                                  ----------
                                                  $2,708,414
                                                  ==========

Total rental expense  charged to operations  for  cancelable  and  noncancelable
operating leases was $423,343 and $407,865 for the years ended December 31, 2002
and 2001, respectively.

Employment Agreements
---------------------

President's Agreement

In October 2000,  the Company and the Bank entered into a three-year  employment
agreement  (the  "Agreement")  with the  Bank's  President  and Chief  Executive
Officer.  The Agreement  provides for,  among other  things,  a stipulated  base
salary  for  the  first  year  of  the  Agreement,   annual  increases  at  each
anniversary,  and a discretionary  annual bonus to be determined by the Board of
Directors.  In  addition,  the  Agreement  provides  that the Company will grant
shares of the Company's  common stock to the President on December 31, 2000, and
annually  thereafter  through  December  31,  2003.  The  number of shares to be
granted  is based  on 30% of the  President's  stipulated  base  salary  for the
preceding annual  employment  period,  as defined,  and such shares granted will
vest and be distributed to the President in four annual  installments  (with any
balance distributed upon termination other than for cause). Compensation cost is
being  recognized  over the term of the Agreement.  Under certain  circumstances
defined in the Agreement, this stock grant may be settled in cash. The Agreement
also provides for the grant of options to purchase a minimum of 10,000 shares of
the Company's common stock on December 31, 2000, and annually thereafter through
December  2002, and on December 31, 2003, if the President  remains  employed by
the Bank. In the event that the Company does not have stock options available to
grant at any of the stipulated  dates,  which was the case at December 31, 2000,
2001 and 2002, the President may then elect, on a future  determination date, as
defined,  to be chosen by the  President,  to receive cash  compensation  in the
future equal to the difference  between the value of the Company's  stock at the
time the options would have been granted,  and the value of the Company's  stock
on the  determination  date.  For the years  ended  December  31, 2002 and 2001,
approximately $75,000 and $48,400,  respectively, was charged to expense related
to the stock and option compensation components of the Agreement.




                                       21
<PAGE>

PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


In the event of the early termination of the Agreement for any reason other than
cause,  the Company would be obligated to  compensate  the President in one lump
sum payment, an amount equal to the higher of the aggregate salary payments that
would be made to the President  under the remaining  term of the  Agreement,  or
eighteen  months  of the  President's  stipulated  base  salary  at the  time of
termination.

The  Agreement  also  includes  change of control  provisions  that entitles the
President  to a lump sum  payment of two times the  greater  of the  President's
stipulated  base  salary  at the  time of the  change  in  control;  total  cash
compensation,  as defined,  for the year preceding the change in control; or the
average total cash  compensation,  as defined,  for the two years  preceding the
change in control.

The provisions of the early termination  clause apply only to termination of the
Agreement prior to a change of control. Termination of the Agreement following a
change of control shall be governed by the change of control provisions.

Other Employment Agreements

Effective  January  1,  2003,  the  Company  entered  into  one-year  employment
agreements with two officers of the Pinnacle Financial division,  which replaced
contracts that expired on December 31, 2002.  The agreements  provide for, among
other things, a minimum and maximum base salary and commission  arrangement,  as
well as  additional  compensation  based upon the  achievement  of certain other
financial  results,  and for  reimbursement of expenses  incurred  incidental to
their duties as officers. The agreements terminate on December 31, 2003.

In 2001,  the Company  entered into a three-year  employment  agreement with its
Chief  Financial  Officer.  The agreement  provides for,  among other things,  a
stipulated base salary and discretionary bonuses as determined from time to time
by the Board of Directors.  The  agreement  terminates on September 19, 2004. In
addition, certain officers of the Company have change of control agreements that
entitle  such  officers  to receive one year's  compensation  (as defined in the
agreements) if a change of control (as defined in the  agreements)  occurs while
such officers are full time officers of the Bank or within six months  following
termination of employment other than for cause (as defined in the agreements) or
by reason of death or disability.

Stock Appreciation Rights Plan
------------------------------

During 2001, the Company adopted the Patriot National  Bancorp,  Inc. 2001 Stock
Appreciation Rights Plan (the "SAR Plan").  Under the terms of the SAR Plan, the
Company may grant  stock  appreciation  rights to  officers of the Company  that
entitle  the  officers  to  receive,  in  cash  or  Company  common  stock,  the
appreciation in the value of the Company's  common stock from the date of grant.
Each  award  vests  at the rate of 20% per year  from  the  date of  grant.  Any
unexercised  rights will expire ten years from the date of grant.  During  2001,
the Company granted a total of 18,000 stock appreciation rights to three Company
officers, and $2,600 and $3,600,  respectively,  was charged to operations under
the SAR Plan for the years ended December 31, 2002 and 2001.




                                       22
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


Legal Matters
-------------

The Company is involved in various  legal  proceedings  which have arisen in the
normal course of business.  Management believes that resolution of these matters
will not have a material effect on the Company's  financial condition or results
of operations.

Other
-----

The Company expects to open three new branch offices in 2003.  Prior to December
31,  2002,  the  Company  entered  into a  noncancelable  lease for one of these
branches  which expires in 2007;  subsequent  to December 31, 2002,  the Company
entered into a noncancelable lease for a second location.

Note 10. Income Taxes

The components of the income tax provision for the years ended December 31, 2002
and 2001 are as follows:

                                               2002          2001
                                            -----------------------

   Current
       Federal .........................    $ 701,867     $ 582,401
       State ...........................      188,886       157,814
                                            ---------     ---------
              Total ....................      890,753       740,215
                                            ---------     ---------

   Deferred
       Federal .........................     (211,866)     (138,401)
       State ...........................      (57,887)      (37,814)
                                            ---------     ---------
              Total ....................     (269,753)     (176,215)
                                            ---------     ---------

              Provision for income taxes    $ 621,000     $ 564,000
                                            =========     =========





A reconciliation of the anticipated  income tax provision  (computed by applying
the statutory  Federal income tax rate to the income before income taxes) to the
income tax provision as reported in the statements of income for the years ended
December 31, 2002 and 2001 is as follows:

                                                             2002        2001
                                                          ---------------------

   Provision for income taxes at statutory Federal rate   $ 568,800   $ 489,700
   State taxes, net of Federal benefit ................      86,800      75,300
   Dividends received deduction .......................     (69,100)    (71,500)
   Nondeductible expenses .............................       9,000      81,200
   Other ..............................................      25,500     (10,700)
                                                          ---------   ---------
              Total provision for income taxes ........   $ 621,000   $ 564,000
                                                          =========   =========


                                       23
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


At December 31, 2002 and 2001,  the  components of gross deferred tax assets and
gross deferred tax liabilities are as follows:

                                             2002          2001
                                         ------------------------

   Deferred tax assets:
       Allowance for loan losses ....    $  939,729    $  750,394
       Investment securities ........        46,613        46,613
       Asset under capital lease ....        44,654        61,807
       Premises and equipment .......       159,637        75,931
       Accrued expenses .............        14,062        15,844
       Other ........................        15,938        23,103
                                         ----------    ----------
         Gross deferred tax assets ..     1,220,633       973,692
                                         ----------    ----------

   Deferred tax liabilities:
       Tax bad debt reserve .........       115,909       138,721
       Investment securities ........       350,028       172,675
                                         ----------    ----------
       Gross deferred tax liabilities       465,937       311,396
                                         ----------    ----------

              Deferred tax asset, net    $  754,696    $  662,296
                                         ==========    ==========

Note 11. Goodwill

The Company  adopted the provisions of SFAS 142 effective  January 1, 2002. As a
result,  effective  January 1, 2002,  goodwill  is no longer  amortized,  and is
evaluated for impairment under SFAS 142. Based on the Company's initial goodwill
impairment test,  goodwill was not impaired at the date of adoption of SFAS 142,
and based on the Company's annual goodwill  impairment test performed in October
2002,  goodwill  was not  impaired  for the year ended  December  31,  2002.  In
addition, no goodwill was acquired during 2002.




                                       24
<PAGE>

PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


In addition, the following represents the effect of adopting SFAS No. 142 on the
Company's net income and earnings per share for the years ended December 31,
2002 and 2001:

                                             2002            2001
                                        ------------------------------

   Reported net income ............     $   1,052,007   $      876,387
   Add goodwill amortization .......             --            123,936
                                        -------------   --------------
   Adjusted net income ............     $   1,052,007   $    1,000,323
                                        =============   ==============

   Basic income per share
       Reported net income per share    $        0.44   $         0.37
       Goodwill amortization .......             --               0.05
                                        -------------   --------------
       Adjusted net income per share    $        0.44   $         0.42
                                        =============   ==============

   Diluted income per share
       Reported net income per share    $        0.43   $         0.36
       Goodwill amortization .......             --               0.05
                                        -------------   --------------
       Adjusted net income per share    $        0.43   $         0.41
                                        =============   ==============

Note 12. Shareholders' Equity

Income Per Share
----------------

The following is information  about the  computation of income per share for the
years ended December 31, 2002 and 2001.

<TABLE>
<CAPTION>

                                                                   2002
                                                 -------------------------------------
                                                     Net                    Per Share
                                                   Income         Shares      Amount
                                                 -------------------------------------
<S>                                              <C>            <C>          <C>
   Basic Income Per Share
      Income available to common shareholders    $1,052,007     2,400,525    $   0.44

   Effect of Dilutive Securities
      Warrants and stock options outstanding           --          26,789       (0.01)
                                                 ----------    ----------    --------

   Diluted Income Per Share
      Income available to common shareholders
         plus assumed conversions ...........    $1,052,007     2,427,314    $   0.43
                                                 ==========    ==========    ========
</TABLE>



                                       25
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                  2001
                                                 -------------------------------------
                                                     Net                   Per Share
                                                   Income       Shares      Amount
                                                 -------------------------------------
<S>                                              <C>          <C>          <C>
   Basic Income Per Share
      Income available to common shareholders    $ 876,387    2,400,488    $   0.37

   Effect of Dilutive Securities
      Warrants and stock options outstanding          --         26,013       (0.01)
                                                 ---------    ---------    ---------

   Diluted Income Per Share
      Income available to common shareholders
         plus assumed conversions ...........    $ 876,387    2,426,501    $   0.36
                                                 =========    =========    ========
</TABLE>


Stock warrants
--------------

The Bank issued warrants to certain of the Bank's original  organizing group and
certain other  individuals  to purchase up to 95,000 shares of the Bank's common
stock at the original public offering price of $6 per share.  These warrants are
currently  exercisable  and expire on August 31,  2004.  During  1998,  the Bank
issued warrants to certain other individuals involved in the organization of the
Bank to  purchase  up to 28,680  shares of the  Bank's  common  stock at $14 per
share;  these  warrants  expired on July 6, 2001,  and none was  exercised.  The
obligations  related  to all  warrants  issued by the Bank were  assumed  by the
Company. The Company has reserved 91,166 shares of its common stock for issuance
upon exercise of these warrants.

A summary of the status of the  warrants  at  December  31,  2002 and 2001,  and
changes during the years ended on those dates, is as follows:

<TABLE>
<CAPTION>

                                                            2002                            2001
                                              -------------------------------  -----------------------------
                                                               Weighted-          Number        Weighted-
                                                 Number         Average                          Average
                                                   of          Exercise             of          Exercise
                                                 Shares          Price            Shares          Price
                                              -------------------------------  -----------------------------

<S>                                              <C>          <C>                 <C>           <C>
         Outstanding at beginning of year        91,166       $   6.00            119,846       $   7.91
         Expired ........................          --             --              (28,680)         14.00
         Exercised ......................          --             --                 --
                                               --------                         --------
         Outstanding at end of year .....        91,166           6.00             91,166           6.00
                                               --------                         =========

         Exercisable at end of year .....        91,166           6.00             91,166           6.00
                                               =========                        =========
   </TABLE>


The weighted average remaining  contractual life for the warrants outstanding at
December 31, 2002 is 1.7 years.


                                       26
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


Stock options
-------------

On August 17,  1999,  the Bank  adopted a stock  option  plan (the  "Plan")  for
employees and  directors,  under which both  incentive and  non-qualified  stock
options  could have been  granted,  and  subsequently  the  Company  assumed all
obligations related to such options.  The Plan provided for the grant of 110,000
non-qualified  and incentive  stock options in 1999 to certain  directors of the
Company, with an exercise price equal to the market value of the Company's stock
on the date of grant.  Such options were  immediately  exercisable and expire if
unexercised ten years after the date of grant.  The Company has reserved 110,000
shares of common stock for issuance under the Plan. No additional options may be
granted under the Plan.

A summary of the status of the stock options at December 31, 2002 and 2001 is as
follows:
<TABLE>
<CAPTION>

                                                      2002                            2001
                                        -------------------------------  ------------------------------
                                                         Weighted-                       Weighted-
                                          Number          Average          Number         Average
                                            of           Exercise            of           Exercise
                                          Shares           Price           Shares          Price
                                        -------------------------------  ------------------------------

<S>                                      <C>             <C>              <C>             <C>
   Outstanding at beginning of year      110,000         $  10.13         110,000         $  10.13
   Granted ........................         --                               --
                                        --------                         --------
   Outstanding at end of year .....      110,000            10.13         110,000            10.13
                                        ========                         ========

   Exercisable at end of year .....      110,000            10.13         110,000            10.13
                                        ========                         ========
</TABLE>


The weighted-average  remaining  contractual life for the options outstanding at
December 31, 2002 is 6.6 years.

Note 13. 401(k) Savings Plan

The Company offers  employees  participation in the Patriot National Bank 401(k)
Savings Plan (the "401(k)  Plan") under Section  401(k) of the Internal  Revenue
Code. The 401(k) Plan covers  substantially all employees who have completed six
months of service,  are 21 years of age and who elect to participate.  Under the
terms of the 401(k) Plan,  participants  can contribute up to the maximum amount
allowed,  subject to Federal  limitations.  The Company  may make  discretionary
matching  contributions to the 401(k) Plan.  Participants are immediately vested
in  their  contribution  and  Company  contributions.  The  Company  contributed
approximately  $34,000  and  $25,000  to the  401(k)  Plan  in  2002  and  2001,
respectively.

Note 14. Financial Instruments With Off-Balance-Sheet Risk

In  the  normal  course  of  business,  the  Company  is a  party  to  financial
instruments  with  off-balance-sheet  risk to meet  the  financing  needs of its
customers.  These financial instruments include commitments to extend credit and
standby letters of credit and involve,  to varying  degrees,  elements of credit
and  interest  rate risk in  excess of the  amounts  recognized  in the  balance
sheets.  The  contract  amounts  of these  instruments  reflect  the  extent  of
involvement the Company has in particular classes of financial instruments.


                                       27
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


The  contractual  amounts of commitments to extend credit and standby letters of
credit represent the amounts of potential accounting loss should the contract be
fully drawn upon, the customer default, and the value of any existing collateral
become  worthless.   The  Company  uses  the  same  credit  policies  in  making
commitments  and  conditional   obligations  as  it  does  for  on-balance-sheet
instruments  and evaluates each  customer's  creditworthiness  on a case-by-case
basis.  Management  believes that the Company  controls the credit risk of these
financial  instruments  through  credit  approvals,  credit  limits,  monitoring
procedures and the receipt of collateral as deemed necessary.

Financial  instruments  whose  contract  amounts  represent  credit  risk are as
follows at December 31, 2002 and 2001:

                                               2002            2001
                                           ---------------------------

   Commitments to extend credit:
       Future loan commitments .......     $32,714,416     $ 5,142,789
       Unused lines of credit ........      25,127,648      16,221,043
       Undisbursed construction loans       29,592,692       7,183,318
   Financial standby letters of credit         635,500         144,000
                                           -----------     -----------
                                           $88,070,256     $28,691,150
                                           ===========     ===========

Commitments  to extend  credit are  agreements  to lend to a customer as long as
there is no violation of any condition established in the contract.  Commitments
to extend credit  generally  have fixed  expiration  dates or other  termination
clauses  and  may  require  payment  of a  fee  by  the  borrower.  Since  these
commitments could expire without being drawn upon, the total commitment  amounts
do not necessarily represent future cash requirements.  The amount of collateral
obtained,  if deemed necessary by the Company upon extension of credit, is based
on management's  credit evaluation of the counterparty.  Collateral held varies,
but may include residential and commercial property, deposits and securities.

Standby  letters  of credit are  written  commitments  issued by the  Company to
guarantee  the  performance  of a customer  to a third  party.  The credit  risk
involved in issuing  letters of credit is essentially  the same as that involved
in extending  loan  facilities to customers.  These  financial  instruments  are
recorded in the financial statements when they become payable.

Note 15. Regulatory Matters

The Company and the Bank are subject to various regulatory capital  requirements
administered  by the federal banking  agencies.  Failure to meet minimum capital
requirements   can  initiate  certain   mandatory  -  and  possibly   additional
discretionary - actions by regulators  that, if undertaken,  could have a direct
material effect on the Company's  financial  statements.  Under capital adequacy
guidelines  and the  regulatory  framework  for prompt  corrective  action,  the
Company  and the  Bank  must  meet  specific  capital  guidelines  that  involve
quantitative measures of the Company's and the Bank's assets,  liabilities,  and
certain  off-balance-sheet  items  as  calculated  under  regulatory  accounting
practices. The Company's and the Bank's


                                       28
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


capital amounts and classification are also subject to qualitative  judgments by
the regulators about components, risk weightings, and other factors.

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require the Company  and the Bank to  maintain  minimum  amounts and ratios (set
forth in the  table  below)  of total  and Tier I  capital  (as  defined  in the
regulations)  to  risk-weighted  assets (as defined),  and of Tier I capital (as
defined) to average assets (as defined). Management believes, as of December 31,
2002,  that the Company and the Bank meet all capital  adequacy  requirements to
which it is subject.

The most recent  notification from the Office of the Comptroller of the Currency
categorized  the Bank as well  capitalized  under the  regulatory  framework for
prompt corrective  action. To be categorized as well capitalized,  the Bank must
maintain minimum total risk-based, Tier I risk-based, and Tier-I leverage ratios
as set forth in the table.  There are no  conditions  or events  since then that
management believes have changed the Bank's category.

The Bank's actual capital  amounts and ratios at December 31, 2002 and 2001 were
(dollars in thousands):

<TABLE>
<CAPTION>

                                                                                                   To Be Well
                                                                                               Capitalized Under
                                                                            For Capital        Prompt Corrective
                                                       Actual            Adequacy Purposes     Action Provisions
                                                --------------------------------------------------------------------

                                                   Amount      Ratio       Amount    Ratio       Amount     Ratio
                                                --------------------------------------------------------------------

   December 31, 2002:
   ------------------

<S>                                             <C>         <C>         <C>        <C>        <C>         <C>
      Total Capital (to Risk Weighted Assets)      $19,340     10.36%      $14,934    8.00%      $18,668     10.00%
      Tier I Capital (to Risk Weighted Assets)      17,001      9.11%        7,465    4.00%       11,197      6.00%
      Tier I Capital (to Average Assets) .....      17,001      6.98%        9,743    4.00%       12,178      5.00%
</TABLE>

<TABLE>
<CAPTION>

                                                                                                   To Be Well
                                                                                               Capitalized Under
                                                                            For Capital        Prompt Corrective
                                                       Actual            Adequacy Purposes     Action Provisions
                                                --------------------------------------------------------------------

                                                   Amount      Ratio       Amount    Ratio       Amount     Ratio
                                                --------------------------------------------------------------------

   December 31, 2001:
   ------------------

<S>                                                <C>         <C>         <C>        <C>        <C>         <C>
     Total Capital (to Risk Weighted Assets)       $18,003     10.69%      $13,473    8.00%      $16,841     10.00%
     Tier I Capital (to Risk Weighted Assets)       16,109      9.57%        6,733    4.00%       10,100      6.00%
     Tier I Capital (to Average Assets) ....        16,109      8.11%        7,945    4.00%        9,932      5.00%
   </TABLE>


The  Company is also  considered  to be well  capitalized  under the  regulatory
framework  specified by the Federal Reserve Bank ("FRB").  The Company's  actual
and required ratios are not substantially different from those shown above.


                                       29
<PAGE>

PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


Restrictions on dividends, loans and advances
---------------------------------------------

The Company's ability to pay dividends is dependent on the Bank's ability to pay
dividends to the Company.  However,  certain  restrictions  exist  regarding the
ability  of the  Bank to  transfer  funds  to the  Company  in the  form of cash
dividends, loans or advances. The approval of the Comptroller of the Currency is
required  to pay  dividends  in excess of the Bank's  earnings  retained  in the
current  year plus  retained net earnings  for the  preceding  two years.  As of
December 31, 2002, the Bank had retained  earnings of approximately  $1,895,000,
all of which is available for  distribution to the Company as dividends  without
prior  regulatory  approval.  The Bank is also prohibited from paying  dividends
that would reduce its capital ratios below minimum regulatory requirements,  and
the FRB may impose further dividend restrictions on the Company.

Loans or  advances  to the  Company by the Bank are limited to 10% of the Bank's
capital stock and surplus on a secured basis.

Note 16. Related Party Transactions

In the  normal  course  of  business,  the  Company  grants  loans to  executive
officers,  directors and members of their immediate families, as defined, and to
entities in which these individuals have more than a 10% equity ownership.  Such
loans are  transacted  at terms,  including  interest  rates,  similar  to those
available to unrelated customers.

Changes in loans outstanding to such related parties during 2002 and 2001 are as
follows:


                                                  2002            2001
                                              ---------------------------

     Balance, beginning of year ..........    $ 3,847,622     $ 4,556,361

     Additional loans ....................      4,043,876         832,941

     Repayments ..........................     (3,914,030)     (1,541,680)

     Adjustment for former related parties       (429,702)           --
                                              -----------     -----------
     Balance, end of year ................    $ 3,547,766     $ 3,847,622
                                              ===========     ===========

Related party deposits aggregated  approximately $4,002,000 and $7,161,000 as of
December 31, 2002 and 2001, respectively.

The Company  leases  office  space in its  premises to a director of the Company
under a  five-year  lease.  Rental  income  under this  lease was  approximately
$22,300 for each of the years  ended  December  31,  2002 and 2001.  Also during
2001,  the  Company  leased  office  space  to  a  related  individual  under  a
month-to-month  lease, and rental income under this lease was approximately $500
for the year ended December 31, 2001. In addition,  the Company paid  consulting
fees of approximately  $20,400 to this individual during the year ended December
31, 2001.

During 2002 and 2001, the Company paid legal fees of  approximately  $21,800 and
$9,900, respectively, to an attorney who is a director of the Company.


                                       30
<PAGE>

PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


During  2001,  the Company  leased  parking  space from a  corporation,  certain
principals of which were related parties. Total rent paid to the corporation was
$13,500 for the year ended  December 31, 2001.  During 2001,  the  corporation's
asset was sold to individuals who are not related parties of the Company.

Note 17. Other Comprehensive Income

Other  comprehensive  income,  which  is  comprised  solely  of  the  change  in
unrealized gains and losses on available for sale securities, is as follows:
<TABLE>
<CAPTION>


                                                                              2002
                                                       ---------------------------------------------------

                                                          Before-Tax                         Net-of-Tax
                                                            Amount         Tax Expense         Amount
                                                       ---------------------------------------------------

<S>                                                       <C>              <C>                <C>
     Unrealized holding gains arising during period       $ 466,603        $(168,083)         $ 298,520

     Add:
        Reclassification adjustment for losses
           recognized in net income ...............          25,733           (9,270)            16,463
                                                          ---------        ---------          ---------

     Unrealized holding gain on available for sale
           securities, net of taxes ...............       $ 492,336        $(177,353)         $ 314,983
                                                          =========        =========          =========
</TABLE>

<TABLE>
<CAPTION>

                                                                                    2001
                                                       ---------------------------------------------------

                                                          Before-Tax                         Net-of-Tax
                                                            Amount         Tax Expense         Amount
                                                       ---------------------------------------------------

<S>                                                      <C>               <C>               <C>
     Unrealized holding gains arising during period      $ 138,360         $ (55,707)        $  82,653

     Add:
        Adjustment for unrealized losses of held to
           maturity securities transferred to
           available for sale securities ..........        154,147           (62,061)           92,086

        Reclassification adjustment for losses
           recognized in net income ...............        117,679           (47,379)           70,300
                                                         ---------         ---------         ---------

     Unrealized holding gain on available for sale
           securities, net of taxes ...............      $ 410,186         $(165,147)        $ 245,039
                                                         =========         =========         =========
</TABLE>


                                       31
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


Note 18. Fair Value of Financial Instruments and Interest Rate Risk

SFAS  No.  107,   "Disclosures  About  Fair  Value  of  Financial   Instruments"
("Statement  No.  107"),  requires  disclosure of fair value  information  about
financial instruments, whether or not recognized in the statements of condition,
for which it is practicable to estimate that value. In cases where quoted market
prices are not available, fair values are based on estimates using present value
or other valuation  techniques.  Those techniques are significantly  affected by
the assumptions used,  including the discount rates and estimates of future cash
flows. In that regard,  the derived fair value estimates cannot be substantiated
by comparisons to independent  markets and, in many cases, could not be realized
in immediate  settlement of the instrument.  Statement No. 107 excludes  certain
financial  instruments  from  its  disclosure  requirements.   Accordingly,  the
aggregate fair value amounts  presented do not represent the underlying value of
the Company.

Management  uses its best judgment in estimating the fair value of the Company's
financial instruments;  however, there are inherent weaknesses in any estimation
technique.  Therefore,  for  substantially all financial  instruments,  the fair
value estimates  presented herein are not necessarily  indicative of the amounts
the Company could have realized in a sales  transaction at December 31, 2002 and
2001.  The estimated  fair value amounts for 2002 and 2001 have been measured as
of their  respective  year-ends,  and have not been  reevaluated  or updated for
purposes  of  these  consolidated   financial  statements  subsequent  to  those
respective  dates.  As such,  the fair  values  of these  financial  instruments
subsequent to the respective  reporting  dates may be different from the amounts
reported at each year-end.

The information  presented  should not be interpreted as an estimate of the fair
value of the entire Company since a fair value  calculation is only required for
a limited portion of the Company's assets and liabilities. Due to the wide range
of  valuation  techniques  and the  degree of  subjectivity  used in making  the
estimate,  comparisons between the Company's disclosures and those of other bank
holding companies may not be meaningful.

As of December 31, 2002 and 2001,  the recorded book balances and estimated fair
values of the Company's financial instruments were (in thousands):


<TABLE>
<CAPTION>

                                                        2002                   2001
                                              -------------------------------------------------
                                                Recorded                Recorded
                                                  Book                    Book
                                                Balance   Fair Value     Balance   Fair Value
                                              -------------------------------------------------

      Financial Assets:
<S>                                            <C>         <C>         <C>         <C>
        Cash and due from banks ...........    $  5,386    $  5,386    $  7,544    $  7,544
        Federal funds sold ................       3,000       3,000      12,700      12,700
        Short-term investments ............       3,349       3,349       6,789       6,789
        Available for sale securities .....      60,618      60,618      34,718      34,718
        Federal Reserve Bank stock ........         481         481         481         481
        Federal Home Loan Bank stock ......         621         621         618         618
        Loans receivable, net .............     170,795     174,693     135,680     138,541
        Accrued interest receivable .......       1,311       1,311       1,079       1,079

</TABLE>


                                       32
<PAGE>
PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>

                                                                  2002                      2001
                                                         ----------------------------------------------
                                                          Recorded               Recorded
                                                            Book                   Book
                                                          Balance   Fair Value    Balance   Fair Value
                                                         ----------------------------------------------

     Financial Liabilities:
<S>                                                       <C>        <C>          <C>        <C>
        Demand deposits ..............................    $25,520    $25,520      $16,962    $16,962
        Savings deposits .............................     26,848     26,848       31,258     31,258
        Money market deposits ........................     56,974     56,974       10,255     10,255
        NOW accounts .................................     22,686     22,686       46,331     46,331
        Time deposits ................................     85,884     88,470       78,458     79,183
        Securities sold under agreements to repurchase      5,700      5,700         --         --
        FHLB borrowings ..............................      4,000      4,251         --         --
        Collateralized borrowings ....................        349        349          474        474
</TABLE>


Unrecognized  financial instruments
------------  ---------------------

Loan  commitments on which the committed  interest rate is less than the current
market rate were insignificant at December 31, 2002 and 2001. The estimated fair
value of fee  income on  letters  of credit at  December  31,  2002 and 2001 was
insignificant.

The Company  assumes  interest  rate risk (the risk that general  interest  rate
levels will change) as a result of its normal operations.  As a result, the fair
values of the  Company's  financial  instruments  will change when interest rate
levels  change and that change may be either  favorable  or  unfavorable  to the
Company.  Management  attempts to match  maturities of assets and liabilities to
the extent believed necessary to minimize interest rate risk. However, borrowers
with  fixed  rate  obligations  are less  likely  to  prepay  in a  rising  rate
environment and more likely to prepay in a falling rate environment. Conversely,
depositors  who are  receiving  fixed rates are more  likely to  withdraw  funds
before  maturity  in a rising  rate  environment  and less  likely to do so in a
falling rate environment. Management monitors rates and maturities of assets and
liabilities  and attempts to minimize  interest rate risk by adjusting  terms of
new loans and deposits and by investing in  securities  with terms that mitigate
the Company's overall interest rate risk.

Note 19. Segment Reporting

The Company has two reportable  segments,  the commercial  bank and the mortgage
broker.  The  commercial  bank segment  provides its  commercial  customers with
products such as commercial  mortgage and  construction  loans,  working capital
loans, equipment loans and other business financing  arrangements,  and provides
its consumer  customers with residential  mortgage loans,  home equity loans and
other consumer  installment  loans.  The  commercial  bank segment also attracts
deposits from both consumer and  commercial  customers and invests such deposits
in loans,  investments and working capital.  The commercial  bank's revenues are
generated  primarily from net interest  income from its lending,  investment and
deposit activities.


                                       33
<PAGE>

PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


The  mortgage   broker  solicits  and  processes   conventional   mortgage  loan
applications  from  consumers on behalf of permanent  investors  and  originates
loans for sale.  Revenues are  generated  from loan  brokerage  and  application
processing fees received from the permanent investors, and gains and origination
fees from loans sold.

Information about reportable segments,  and a reconciliation of such information
to the consolidated  financial statements as of and for the years ended December
31, 2002 and 2001 is as follows (in thousands):

<TABLE>
<CAPTION>


                                        Commercial     Mortgage    Consolidated
            2002                           Bank         Broker        Totals
            ----                       -----------------------------------------

<S>                                    <C>           <C>           <C>
            Net interest income ....   $   7,840     $     --      $   7,840
            Noninterest income ......        496         3,618         4,114
            Noninterest expenses ....      6,934         2,879         9,813
            Provision for loan losses        468           --            468
            Income before taxes .....        934           739         1,673
            Assets ..................    247,459         1,038       248,497
     </TABLE>


<TABLE>
<CAPTION>


                                        Commercial     Mortgage    Consolidated
            2001                           Bank         Broker        Totals
            ----                       -----------------------------------------

<S>                                    <C>           <C>           <C>
            Net interest income .....  $   6,856     $    --       $   6,856
            Noninterest income ......        190        3,320          3,510
            Noninterest expenses ....      6,056        2,620          8,676
            Provision for loan losses        250          --             250
            Income before taxes .....        740          700          1,440
            Assets ..................    201,539        1,030        202,569
     </TABLE>


The accounting  policies of the segments are the same as those  described in the
summary  of  significant  accounting  policies.   Management  allocates  certain
overhead  expenses of the commercial bank to the mortgage broker segment,  which
allocations are based on a  pre-determined  monthly charge agreed to between the
Company and the mortgage broker segment. Management evaluates the performance of
each  segment  based on profit  or loss from  operations  before  income  taxes.
Intersegment revenues are accounted for at amounts that assume the revenues were
between  unrelated third parties at the current market prices at the time of the
transactions.

The  Company's  reportable  segments  are  strategic  business  units that offer
different  products  and  services.  They are managed  separately  because  each
segment  appeals to  different  markets  and,  accordingly,  requires  different
technology and marketing strategies.




                                       34
<PAGE>

PATRIOT NATIONAL BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
December 31, 2002 and 2001
--------------------------------------------------------------------------------


The Company does not have  operating  segments other than those reported and the
Company does not have a single  external  customer  from which it derives 10% or
more of its revenues and the Company operates in one geographical area.

Note 20. Subsequent Event

In the first quarter of 2003, the Company created a statutory trust of which the
Company  owns 100% of the capital  stock.  On March 27,  2003,  the trust issued
$8,000,000 in preferred securities to investors, the proceeds of which were used
to purchase junior  subordinated  debt from the Company.  The Company  primarily
invested the funds from the issuance of the debt in the Bank, which in turn will
use the proceeds to fund general  operations of the Bank.  The  securities  will
qualify for up to 25% of the Company's total Tier 1 Capital,  with the remainder
qualifying as Tier 2 Capital.























                                       35




<PAGE>

                                 EXHIBIT INDEX


Exhibit No.                          Description


2           Agreement  and Plan of  Reorganization  dated  as of June  28,  1999
            between Bancorp and the Bank (incorporated by reference to Exhibit 2
            to  Bancorp's  Current  Report  on Form 8-K dated  December  1, 1999
            (Commission File No. 000-29599)).

3(i)        Certificate of Incorporation of Bancorp,  (incorporated by reference
            to  Exhibit  3(i) to  Bancorp's  Current  Report  on Form 8-K  dated
            December 1, 1999 (Commission File No. 000-29599)).

3(ii)       By-laws of Bancorp  (incorporated  by reference to Exhibit  3(ii) to
            Bancorp's  Current  Report  on  Form  8-K  dated  December  1,  1999
            (Commission File No.  000-29599)).

10(a)(1)    2001 Stock  Appreciation  Rights  Plan of  Bancorp  (incorporated by
            reference  to Exhibit  10(a)(1) to Bancorp's  Annual  Report on Form
            10-KSB for the year ended  December  31, 2001  (Commission  File No.
            000-29599)).

10(a)(2)    Lease dated February 1, 1995 between 999 Bedford Street  Corporation
            and the Bank  (incorporated  by  reference  to Exhibit  10(a)(3)  to
            Bancorp's  Current  Report  on  Form  8-K  dated  December  1,  1999
            (Commission File No. 000-29599)).

10(a)(3)    Employment Agreement,  dated as of October 23, 2000, as amended by a
            First Amendment, dated as of March 21, 2001, among the Bank, Bancorp
            and Charles F. Howell (incorporated by reference to Exhibit 10(a)(4)
            to  Bancorp's  Annual  Report  on Form  10-KSB  for the  year  ended
            December 31, 2000 (Commission File No. 000-29599)).

10(a)(4)    Second  Amendment to  Employment  Agreement among  Patriot  National
            Bank, Bancorp and Charles F. Howell, dated May 9, 2002.

10(a)(5)    Employment  Agreement  dated as of September  19, 2001 among Patriot
            National  Bank,  Bancorp and Robert F.  O'Connell  (incorporated  by
            reference to Exhibit 10 to Bancorp's Quarterly Report on Form 10-QSB
            for  the  Quarter  ended  March  31,  2002   (Commission   File  No.
            000-29599)).

10(a)(6)    Change of Control Agreement,  dated as of May 1, 2001 between Robert
            F. O'Connell and Patriot National Bank (incorporated by reference to
            Exhibit  10(a)(4) to Bancorp's  Annual Report on Form 10-KSB for the
            year ended December 31, 2001 (Commission File No. 000-29599)).

10(a)(7)    Employment  Agreement  dated as of January 1, 2003  between  Patriot
            National Bank and Todd Brown.

10(a)(8)    Employment  Agreement  dated as of January 1, 2003  between  Patriot
            National Bank and Marcus Zavattaro.

10(c)       1999 Stock  Option Plan of the Bank  (incorporated  by  reference to
            Exhibit 10(c) to Bancorp's Current Report on Form 8-K dated December
            1, 1999 (Commission File No. 000-29599)).

21          Subsidiaries of Bancorp  (Incorporated by reference to Exhibit 21 to
            Bancorp's  Annual Report on Form 10-KSB for the year ended  December
            31, 1999 (Commission File No. 000-29599)).

23          Consent of McGladrey & Pullen, LLP.

99          Certification of Chief Executive Officer and Chief Financial Officer
            Pursuant to 18 U.S.C.  Section  350, as Adopted  Pursuant to Section
            906 of the Sarbanes-Oxley Act of 2002.