**PATRIOT
NATIONAL BANCORP, INC.**
 
 
 **CODE
OF CONDUCT FOR**
 **SENIOR
EXECUTIVE FINANCIAL OFFICERS**
 
 
 
 
 
 
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  ____________________________________________________________________
 
 **Introduction**
 
 Patriot
National Bancorp, Inc. and its subsidiaries (the “Company”) are committed to the
highest standards of ethical conduct in the fulfillment of our Goals and Values.
Our reputation for integrity and honesty must be preserved and strengthened as
we grow into new markets. Our reputation provides us with a competitive
advantage in the financial services industry and it is fundamental to the way we
do business.
 
 This Code
of Conduct for Senior Financial Officers has been adopted by the Board of
Directors of Patriot National Bancorp, Inc. to promote honest and ethical
conduct, proper disclosure of financial information in the Company’s periodic
reports, and compliance with applicable laws, rules, and regulations by the
Company’s senior officers who have financial responsibilities.
 
 **Applicability**
 
 As used
in this Code, the term Senior Financial Officer means the Company’s Chief
Executive Officer, Chief Financial Officer and Chief Accounting
Officer.
 
 **Principles
and Practices**
 
 In
performing his or her duties, each Senior Financial Officer must:
 
 (1)
    maintain
      high standards of honest and ethical conduct and avoid any actual or
      apparent conflict of interest as defined in the Company’s Code of
      Ethics;(2)
    report
      to the Audit Committee of the Board of Directors any conflict of interest
      that may arise and any material transaction or relationship that
      reasonably could be expected to give rise to conflict;(3)
    provide;
      or cause to be provided, full, fair, accurate, timely, and understandable
      disclosure in reports and documents that the Company files with or submits
      to the Securities and Exchange Commission and in other public
      communications;(4)
    comply
      and take all reasonable actions to cause others to comply with applicable
      governmental laws, rules, and regulations; and(5)
    promptly
      report violations of this Code to the Audit
Committee.
 
 
 Senior
Financial Officers must also comply with the Code of Ethics applicable to the
Company’s directors, officers, and employees generally.
 
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  **Waiver**
 
 Any
request for a waiver of any provision of this Code must be in writing and
addressed to the Audit Committee. Any waiver of this Code will be disclosed
promptly on Form 8-K or any other means approved by the Securities and Exchange
Commission.
 
 **Compliance
and Accountability**
 
 The Audit
Committee will assess compliance with this Code, report material violations to
the Board of Directors, and recommend to the Board appropriate
action.
 
 Each
Senior Executive Financial Officer is required to complete an Annual Statement
of Compliance with the Code which will be filed with the Corporate
Secretary.
 
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  **ANNUAL
REPORT OF COMPLIANCE WITH THE SENIOR EXECUTIVE FINANCIAL OFFICERS’ CODE OF
CONDUCT FOR PATRIOT NATIONAL BANCORP, INC. AND/OR
SUBSIDIARIES**
 
 
 I,
_____________________, A SENIOR EXECUTIVE FINANCIAL OFFICER OF PATRIOT NATIONAL
BANCORP, INC., HAVE REVIEWED THE CODE OF CONDUCT, AND HAVE COMPLIED, AND WILL IN
THE FUTURE COMPLY, WITH THE CODE AS APPLICABLE TO ME.
 
 
 
 
 ___________________
    _____________________________DATE
    SIGNATURE______________________________NAME,
      PLEASE PRINT
 
 
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