**AMENDMENT
      NO. 1**





**TO
      THE**





**AMENDED
      AND RESTATED**





**SENIOR
      MANAGEMENT CHANGE OF CONTROL AGREEMENT**








This
      Amendment No. 1 to the Amended and Restated Change of Control Agreement
      (“ Amendment
      No. 1 ”)
      is
      entered into as of March 30, 2006, by and between Robert F. O’Connell of
      Walpole, Massachusetts (the “ Executive ”)
      and
      Patriot National Bank, a national banking association with headquarters located
      in Stamford, Connecticut (the “ Bank ”).





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 (the “ Original
      Change of Control Agreement ”);





WHEREAS,
      the Original Change of Control Agreement was subsequently amended and restated
      pursuant to an Amended and Restated Senior Management Change of Control
      Agreement, dated as of November 3, 2003 (the “ Amended
      and Restated Agreement ”);
      and





WHEREAS,
      in accordance with the requirements of Section 6 of the Amended and Restated
      Agreement, the Executive and the Bank desire to enter into this Amendment No.
      1
      to amend one provision of the Amended and Restated Agreement to more accurately
      reflect the agreement between the parties;





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 Executive and the Bank hereby
      amend the Amended and Restated Agreement as set forth below.





Capitalized
      terms used herein and not otherwise defined shall have the meanings ascribed
      to
      them in the Amended and Restated Agreement.





1.  The
      second sentence of Section 2(a) of the Amended and Restated Agreement is hereby
      deleted in its entirety and replaced with the following sentence:





The
      Change of Control Payment shall be made as a lump sum cash payment equal to
      the
      greater of: (A) two times the 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) two times the
      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.





2.  Except
      as
      amended by this Amendment No. 1, the Amended and Restated Agreement is hereby
      affirmed and ratified and shall, in all other respects, remain in full force
      and
      effect.





3.  This
      Amendment No. 1 may be executed in one or more counterparts, each of which
      will
      be deemed an original, but all of which together shall constitute one and the
      same document.





IN
      WITNESS WHEREOF, the Executive and the Bank have executed this
      Amendment No. 1 on the date first set forth above.








**PATRIOT
                NATIONAL BANK**By:/s/Angelo
                De CaroAngelo
                De CaroChairman
                of the Board of DirectorsBy:/s/Charles
                F. HowellCharles
                F. HowellPresident
                and Chief Executive Officer**EXECUTIVE:**/s/Robert
                F. O’ConnellRobert
                F. O’Connell