SENIOR MANAGEMENT

                           CHANGE OF CONROL AGREEMENT

         This CHANGE OF CONTROL  AGREEMENT (the "Agreement") is made and entered
into  as of  May 1,  2001,  by and  between  ROBERT  F.  O'CONNELL  of  Walpole,
Massachusetts  ("Executive")  and  PATRIOT  NATIONAL  BANK,  a national  banking
association with headquarters located in Stamford, Connecticut ("Bank").



                               W I T N E S S E T H

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

         WHEREAS,  the Board of Directors of Bank has  determined  that it is in
the best  interests  of Bank and its  securityholders  to provide  incentive  to
Executive to remain  employed as an executive  officer of Bank during any period
prior to or during a possible  Change of Control of Patriot  and for a period of
up to 90 days  following  a Change of Control  of  Patriot,  with the  continued
dedication and objectivity of Executive, notwithstanding the possibility, threat
or occurrence of a Change of Control; and

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

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

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

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

             (b) "Bancorp" means Patriot National  Bancorp,  Inc., a Connecticut
corporation.

             (c)  "Bank"  means  Patriot   National  Bank,  a  national  banking
association, and wholly-owned subsidiary of Bancorp.



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             (d)  "Board  of  Directors  of  Bancorp"  shall  mean the  board of
directors of Bancorp.

             (e) "Board of  Directors of Bank" shall mean the board of directors
of Bank.

             (f) "Change of Control" means:

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

                 (ii) any  person  (as such term is used in  Sections  14(d) and
14(d)(2)  of the  Exchange  Act  but  excluding  any  employee  benefit  plan of
Patriot), other than (x) Angelo De Caro and his family members or family trusts,
(y) Fred DeCaro and his family members or family  trusts,  or (z) any trustee or
other fiduciary holding securities under an employee benefit plan of Patriot, by
merger or otherwise,  is or becomes the  "beneficial  owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly,  of securities of Bancorp
representing  35% or more of the combined voting power of Bancorp's  outstanding
securities  then  entitled  ordinarily  (and apart from  rights  accruing  under
special circumstances) to vote for the election of directors;

                 (iii) the Board of Directors of Bancorp shall approve a sale of
all or substantially all of the assets of Bancorp;

                 (iv) the Board of Directors of Bank shall approve a sale of all
or substantially all of the assets of Bank;

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

                 (vi) the Board of Directors  of Bank shall  approve any merger,
consolidation  or like  business  combination  or  reorganization  of Bank,  the
consummation  of which would result in the occurrence of any event  described in
clause (ii) above;

                 (vii) the Board of  Directors  of Bancorp  determines  that any
person (as such term is used in Sections  14(d) and 14(d)(2) of the Exchange Act
but  excluding any employee  benefit plan of Bancorp),  other than (i) Angelo De
Caro and his family  members of family trusts or (ii) Fred DeCaro and his family
members or family



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                                                                               3



trusts,  directly or  indirectly  exercises  a  controlling  influence  over the
management or policies of Bancorp; or

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

provided, however, that (i) the filing of a Form F-11A by any person or (ii) any
event  mandated or  directed  by a  regulatory  body  having  jurisdiction  over
Bancorp's or Bank's operations, shall not be deemed a Change of Control.

             (g)  "Change  of Control  Payments"  has the  meaning  set forth in
Section 2 of this Agreement.

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

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

             (j) "Exchange  Act" means the  Securities  Exchange Act of 1934, as
amended.

             (k)  "Internal  Revenue  Code" means the  Internal  Revenue Code of
1986, as amended.

             (l)  "Party" or  "Parties"  means,  individually  or  collectively,
Executive and Bank.

             (m) "Patriot" means, collectively, Bancorp and Bank.

         2. CHANGE OF CONTROL PAYMENT.

             (a) If there is a Change of Control,  (i) during any time Executive
is a  full-time  executive  officer  of  Bank,  or (ii)  within  six (6)  months
following Executive's



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                                                                               4



termination  of  employment  by Bank,  other  than for  Cause  or by  reason  of
Executive's  death or Disability,  then Executive shall be entitled to receive a
payment  (the  "Change  of  Control   Payment")  in  consideration  of  services
previously  rendered to Bank.  The Change of Control  Payment shall be made as a
lump sum cash  payment  equal to the  greater of (A) one times (1x)  Executive's
annual  base salary  (calculated  as of the date of the Change of Control or, in
the case of Section 2(a)(ii),  calculated as of the date of prior  termination),
or (B) Executive's total  compensation,  including salary and any cash incentive
compensation,  from Bank for services  rendered for the last full  calendar year
immediately preceding the Change of Control. The Change of Control Payment shall
be paid in full  within 15 days  following  the date of the  Change of  Control;
provided,  however,  that such  payment may be deferred  for such period (not to
exceed 90 days) following the date of the Change of Control as the Bank requests
that  Executive  continue to provide  services to it. If  Executive  voluntarily
terminates  employment  with  Bank  prior to the  date  (not  more  than 90 days
following the date of the Change of Control) specified by Bank,  Executive shall
forfeit  his right to  receive  the  Change of  Control  Payment.  The Change of
Control  Payment shall not be reduced by any  compensation  which  Executive may
receive  from  Bank  or from  other  employment  with  another  employer  should
Executive's employment with Bank terminate.

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

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

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

             (e)  Notwithstanding  any other provision hereof, in the event that
any payment or benefit  received or to be received by  Executive  in  connection
with a Change of Control would not be deductible  (in whole or part) as a result
of Section 280G of the Internal  Revenue  Code,  by Bank,  an affiliate or other
person  making such payment or  providing  such  benefit,  the Change of Control
Payment  shall  reduced  until no  portion is not  deductible,  or the Change of
Control  Payment is reduced to zero.  For  purposes of this  limitation,  (i) no
portion of the Change of  Control  Payment  the  receipt or  enjoyment  of which
Executive shall have effectively  waived in writing prior to the date of payment
of the Change of Control Payment shall be taken into account; (ii) no portion of
the Change



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                                                                               5



of Control  Payment  shall be taken  into  account  which in the  opinion of tax
counsel selected by Bank's independent auditors and acceptable to Executive does
not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of
the Internal  Revenue Code; (iii) the Change of Control Payment shall be reduced
only to the extent  necessary so that such payment shall  constitute  reasonable
compensation  for  services  actually  rendered  within  the  meaning of Section
280G(b)(4)  of the  Internal  Revenue  Code  or are  otherwise  not  subject  to
disallowance  as  deductions,  in the opinion of the tax counsel  referred to in
clause (ii); and (iv) the value of any non cash benefit or any deferred  payment
or benefit  included in the Change of Control  Payment  shall be  determined  by
Bank's  independent  auditors  in  accordance  with the  principles  of Sections
280G(d)(3) and (4) of the Internal Revenue Code.

         3.  TERM.  This  Agreement  shall  terminate  on the  earliest  of: (i)
immediately,  upon  Executive's  termination of employment  with Bank for Cause,
death or  Disability,  (ii) six  months  following  Executive's  termination  of
employment with Bank,  other than for Cause,  death or Disability,  or (iii) six
months following receipt by Executive of the Change of Control Payment.

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

         5.  NON-COMPETITION  AGREEMENT.  If  Executive  receives  the Change of
Control Payment, Executive absolutely and unconditionally agrees with Bank that,
for a period of six (6) months from the date of receipt of the Change of Control
Payment, Executive will not, anywhere in the Restricted Area (as defined below),
either  directly or indirectly,  solely or jointly with any person or persons (a
"Competitor"),  as an employee, consultant or advisor (whether or not engaged in
business for  profit),  or as an  individual  proprietor,  partner,  shareholder
(provided  that  ownership  of  less  than  5% of  the  voting  power  shall  be
permitted),  director,  officer,  joint venturer,  investor  (provided that such
investment  will not be a  violation  if it is  limited  to less  than 5% of the
ownership of such  entity),  lender or in any other  capacity,  compete with the
business of the Bank as  conducted or proposed to be conducted as of the date of
the Change of Control. As used herein,  "Restricted Area" shall be the cities of
Stamford and Norwalk,  Connecticut, the Town of Greenwich,  Connecticut, and any
town or branch  in which the Bank has an office as of the time of the  Change of
Control.

         6. ENTIRE  AGREEMENT;  NO WAIVER.  This  Agreement  contains the entire
agreement  between the Parties with respect to the subject matter herein and may
not be modified or amended except by a written instrument signed by the Parties.
Neither  the  failure to insist  upon  strict  performance  of any of the terms,
covenants or  conditions  of this  Agreement,  nor the  acceptance of monies due
hereunder with knowledge of a breach of



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                                                                               6



this  Agreement,  shall be deemed a waiver of any rights or remedies that either
Party may have or a waiver of any  subsequent  breach or  default in any of such
agreements, terms, covenants and conditions.

         7.  FURTHER  INSTRUMENTS.  Each of the  Parties  agrees to execute  all
further  instruments  and documents and to take all further  action as the other
Party may  reasonably  request in order to effectuate  the terms and purposes of
this Agreement.

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

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

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

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

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



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

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


                            [Signature page follows]



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                                                                               8



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

                                      PATRIOT NATIONAL BANK



                                      By:   /s/ ANGELO DE CARO
                                          ----------------------------------
                                          Chairman of the Board of Directors



                                      EXECUTIVE



                                        /s/ ROBERT F. O'CONNELL
                                      --------------------------------------
                                      Robert F. O'Connell