**EXHIBIT
      10(a)(6)**





**2007
      CHANGE OF CONTROL AGREEMENT**





This
      CHANGE OF CONTROL AGREEMENT (the "AGREEMENT") is made and entered into as of
      January 1, 2007, by, between and among ROBERT F. O'CONNELL of Walpole,
      Massachusetts ("EXECUTIVE"), PATRIOT NATIONAL BANK, a national banking
      association with headquarters located in Stamford, Connecticut ("BANK"), and
      PATRIOT NATIONAL BANCORP, INC., the parent bank holding company of the Bank
      ("BANCORP").





W
      I T N E
      S S E T H





WHEREAS,
      the Executive and the Bank entered into a Senior Management Change of Control
      Agreement dated as of May 1, 2001 and subsequently, with Bancorp, entered into
      an Amended and Restated Senior Management Change of Control Agreement dated
      as
      of November 3, 2003 and Amendment No. 1 thereto as of March 30, 2006;





WHEREAS,
      the Executive, Bancorp and the Bank desire to modify certain provisions of
      the
      Amended and Restated Change of Control Agreement and to amend and restate such
      agreement in its entirety as set forth herein; and





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





WHEREAS,
      the Board of Directors of Bancorp has determined that it is in the best
      interests of Bancorp and its securityholders to provide incentive to Executive
      to remain employed as an executive officer of Bancorp and Bank during any period
      prior to or during a possible Change of Control of Bancorp or the Bank and
      for a
      period of up to six months following a Change of Control of Bancorp or the
      Bank,
      with the continued dedication and objectivity of 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 hereby amend
      and
      restate the Amended and Restated Change of Control Agreement in its entirety
      and
      agree as follows:





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





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





(b)  "CAUSE"
      shall mean (i) the continued failure by Executive substantially to perform
      his
      duties as an executive officer of Bancorp or 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 Bancorp or
      Bank, monetarily or otherwise, in either case as determined by the Board of
      Directors of Bancorp or Bank.





(c)  "CHANGE
      OF CONTROL" means:





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





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





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





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





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





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





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


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





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





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





(e)  "DISABILITY"
      means any physical or mental condition that (i) would qualify 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.





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





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





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





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





2.  CHANGE
      OF
      CONTROL PAYMENT.





(a)  If
      there
      is a Change of Control, (i) during any time Executive is a full-time executive
      officer of Bancorp or the Bank, or (ii) within six (6) months following the
      date
      of Executive's 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 Patriot. The Change of Control Payment shall be made
      as a
      lump sum cash payment equal to the greater of (A) 2.5 times 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)
      2.5
      times Executive's total compensation, including salary and any cash incentive
      compensation, from Patriot for services rendered for the last full calendar
      year
      immediately preceding the Change of Control. The Change of Control Payment
      shall
      be paid in full within 15 days following the date of the Change of Control;
      PROVIDED, HOWEVER, that such payment may be deferred for such period (not to
      exceed six months) following the date of the Change of


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Control
      if Bancorp or the Bank requests that Executive continue to provide services
      to
      it. If Executive voluntarily terminates employment with Bancorp or the Bank
      prior to the date (not more than six months following the date of the Change
      of
      Control) specified by Bancorp or 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 Bancorp or
      Bank
      or from other employment with another employer should Executive's employment
      with Bancorp or Bank terminate. In addition, and notwithstanding the foregoing,
      in the event Executive gives Bancorp or the Bank notice that Executive will
      voluntarily terminate his employment pursuant to his employment agreement with
      Bancorp or Bank and thereafter a Change of Control occurs, Executive shall
      have
      no right to receive the Change of Control Payment.





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





(c)  If,
      after
      a Change of Control, Executive prevails in any action to enforce this Agreement,
      then Bancorp or 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 Patriot, an affiliate or other person making such payment
      or
      providing such benefit, the Change of Control Payment shall be reduced until
      no
      portion is not deductible, or the Change of Control Payment is reduced to zero.
      For purposes of this limitation, (i) no portion of the Change of Control Payment
      the receipt or enjoyment of which 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 of Control Payment shall
      be
      taken into account which in the opinion of tax counsel selected by Patriot'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 Patriot's
      independent auditors, in accordance with the principles of Sections 280G(d)(3)
      and (4) of the Internal Revenue Code. In the event that Patriot's independent
      auditors cannot or decline to act as


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aforesaid,
      their duties may be discharged by such other independent professional firm
      as
      the Board of Directors of Bancorp may determine.





3.  TERM.
      This Agreement shall terminate on the earliest of: (i) immediately, upon
      Executive's voluntary resignation or termination of employment with Bancorp
      or
      Bank for Cause, death or Disability, (ii) six months following Executive's
      termination of employment with Bancorp or 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, "Bancorp" or "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 Bancorp and 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 Bancorp or the Bank as conducted or proposed to be conducted as
      of
      the date of the Change of Control. As used herein, "RESTRICTED AREA" shall
      be
      Fairfield and New Haven Counties, Connecticut; Westchester, Nassau and Suffolk
      Counties, New York and Manhattan, New York, and any town or branch in which
      the
      Bank has an office as of the time of the Change of Control.





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





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





8.  MODIFICATION
      AND SEVERABILITY. Wherever possible, each provision of this Agreement shall
      be
      interpreted in such manner as to be effective and valid under applicable law,
      but if any provision of this Agreement shall be prohibited by or invalid under
      applicable law, such provision shall be deemed modified to the extent necessary
      to make it enforceable under applicable law. If any such provision is not
      enforceable as set forth in the preceding


5


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.





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








PATRIOT
      NATIONAL BANCORP, INC.











By:


/s/
      Angelo De Caro


Angelo
      De
      Caro


Chairman
      of the Board of Directors











PATRIOT
      NATIONAL BANK











By:


/s/
      Angelo De Caro


Angelo
      De
      Caro


Chairman
      of the Board of Directors








EXECUTIVE








/s/
      Robert F. O'Connell


Robert
      F.
      O'Connell














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