EXHIBIT 10(a)(2)

Warrant No.                                  Warrant to Purchase          Shares
            -----                                                --------

                                     WARRANT

                           To Purchase Common Stock of

                              PATRIOT NATIONAL BANK


         THIS CERTIFIES THAT, for value received                               ,
                                                 -----------------------------
or his registered assigns, is entitled to purchase from PATRIOT  NATIONAL  BANK,
a national bank (the "Bank"), in whole or in part, at a purchase price of $14.00
per share,  at any time from July 6, 1998 up to and  including  July 6,  2001,
        shares  of  the  Bank's  Common  Stock, $2.00 par  value  per share (the
-------
"Common Stock"),  subject, however, to the provisions and upon the terms and
conditions hereinafter set forth.

         The number of shares of Common  Stock  purchasable  and the price to be
paid for each  share of Common  Stock  upon the  exercise  of this  Warrant  are
subject to  adjustment  as  hereinafter  set forth.  The shares of Common  Stock
deliverable  upon exercise of this Warrant,  as adjusted from time to time,  are
hereinafter  sometimes  referred to as "Warrant Shares" and the price to be paid
at any time for each share of Common Stock upon the exercise of this Warrant, as
adjusted from time to time, is hereinafter sometimes referred to as the "Warrant
Purchase Price."

         This  Warrant  is  subject  to  the  following  provisions,  terms  and
conditions:

             1. EXERCISE OF WARRANT.  The rights represented by this Warrant may
be  exercised  by the  holder  hereof,  in  whole  or in part  (but  not as to a
fractional share of Common Stock), by (1) the delivery of this Warrant, together
with a properly completed  Subscription Form in the form attached hereto, to the
principal office of the Bank at 900 Bedford Street, Stamford,  Connecticut 06901
(or such  other  office or agency of the Bank as it may  designate  by notice in
writing to the holder hereof), and (2) payment to the Bank, by cash or by check,
of the Warrant  Purchase  Price for the shares of Common Stock being  purchased.
The Bank agrees that the shares so purchased shall be deemed to be issued to the
holder  hereof as the record owner of such shares as of the close of business on
the date on which this Warrant shall have been delivered to the Bank and payment
made for such  shares as  aforesaid.  Certificates  for the shares so  purchased
shall be delivered to the holder hereof within a reasonable  time, not exceeding
15 business days,  after the rights  represented by this Warrant shall have been
so exercised,  and, unless this Warrant has expired, a new Warrant  representing
the number of shares of Common Stock, if any, with respect to which this Warrant
shall not then have been  exercised,  in all other respects  identical with this
Warrant, shall also be issued and delivered to the holder hereof


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                                                                               2





within such time, or, at the request of such holder, appropriate notation may be
made on this Warrant and the same returned to such holder.

             2. SPECIAL  AGREEMENTS OF THE BANK.  The Bank  covenants and agrees
that:


                a) CHARACTER OF WARRANT  SHARES.  All shares which may be issued
upon the exercise of the rights represented by this Warrant, upon issuance, will
be duly  authorized,  validly  issued,  fully paid and  nonassesable  (except as
provided  in 12 U.S.C.  Section  55) and free from all taxes,  liens and charges
with respect to the issue thereof;

                b) WILL  RESERVE  SHARES.  During  the period  within  which the
rights  represented by this Warrant may be exercised,  the Bank will have at all
times authorized,  and reserved (free from preemptive rights) for the purpose of
issue or transfer  upon  exercise of the rights  evidenced  by this  Warrant,  a
sufficient  number of shares of its Common  Stock to provide for the exercise of
the rights represented by this Warrant and any other warrants,  options or other
securities convertible into shares of Common Stock;

                c) NO  VIOLATIONS.  The Bank will take all such action as may be
necessary to ensure that Warrant  Shares may be so issued  without  violation of
any  applicable  law or  regulation,  or of any  requirements  of any securities
exchange upon which the Common Stock of the Bank may be listed; and

                d) ACTIONS IN AVOIDANCE.  The Bank will not, by amendment of its
Articles  of  Association  or through  any  reorganization,  transfer of assets,
consolidation,  merger, issue or sale of securities or otherwise,  avoid or take
any action which would have the effect of avoiding the observance or performance
of any of the terms to be observed or performed  hereunder by the Bank, but will
at all times in good faith assist in carrying out all of the  provisions of this
Warrant.

                e)  EXPENSES  AND  TAXES ON  EXERCISE.  The Bank  shall  pay all
expenses,  taxes and other charges payable in connection  with the  preparation,
execution  and  delivery  of stock  certificates  and new  Warrants  pursuant to
paragraph 1 hereof, except that, in case such stock certificates or new Warrants
shall be registered in a name or names other than the name of the holder of this
Warrant, funds sufficient to pay all stock transfer taxes which shall be payable
upon the execution and delivery of such stock certificate or certificates or new
Warrants  shall  be  paid  by the  holder  hereof  to the  Bank  at the  time of
delivering this Warrant to the Bank upon exercise.





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                                                                               3





             3. ADJUSTMENTS TO WARRANT PURCHASE PRICE AND WARRANT SHARES.

                a) STOCK SPLITS AND REVERSE  SPLITS.  In the event that the Bank
shall at any time  subdivide  its  outstanding  shares  of Common  Stock  into a
greater number of shares, the Warrant Purchase Price in effect immediately prior
to such subdivision shall be  proportionately  reduced and the number of Warrant
Shares  purchasable   pursuant  to  this  Warrant   immediately  prior  to  such
subdivision shall be  proportionately  increased,  and conversely,  in the event
that the  outstanding  shares of Common  Stock of the Bank  shall at any time be
combined into a smaller number of shares,  the Warrant  Purchase Price in effect
immediately prior to such combination shall be proportionately increased and the
number  of  Warrant  Shares  purchasable  upon  the  exercise  of  this  Warrant
immediately prior to such combination shall be proportionately reduced.

                b) ADJUSTMENT FOR MERGER OR REORGANIZATION,  ETC. In case of any
consolidation  or  merger  of the Bank with or into  another  corporation,  this
Warrant shall  thereafter be  convertible  into the number of shares of stock or
other securities or property to which a holder of the number of shares of Common
Stock of the Bank  deliverable  upon  exercise of such  Warrant  would have been
entitled upon such consolidation or merger;  and, in any such case,  appropriate
adjustment  (as  determined  by the  Board  of  Directors)  shall be made in the
application  of the  provisions  herein set forth with respect to the rights and
interest  thereafter  of the  holder  of  this  Warrant,  to the  end  that  the
provisions set forth herein (including provisions with respect to changes in and
other  adjustments  of the  Warrant  Purchase  Price and Warrant  Shares)  shall
thereafter be  applicable,  as nearly as  reasonably  may be, in relation to any
shares of stock or other property  thereafter  deliverable  upon the exercise of
this Warrant.

             4.  DISPUTES.  In the event  that  there is any  dispute  as to the
computation  of the  Warrant  Purchase  Price or the  number of  Warrant  Shares
required to be issued upon  exercise of Warrants,  the holders and the Bank will
retain an independent  accounting  firm to conduct at the expense of the Bank an
audit of the computations pursuant to the terms hereof involved in such dispute,
including  the  financial  statements  or  other  information  upon  which  such
computations were based. The determination of such accounting firm shall, in the
absence of manifest  error,  be binding upon the holders of the Warrants and the
Bank.

             5. EXCHANGE AND REPLACEMENT. This Warrant is exchangeable, upon the
surrender  hereof by the holder  hereof at the office of the Bank  described  in
paragraph  1,  for new  Warrants  of like  tenor  and date  representing  in the
aggregate  the right to  purchase  the number of shares  which may be  purchased
hereunder,  each of such new  Warrants to represent  the right to purchase  such
number of shares as shall be  designated  by such  holder  hereof at the time of
such surrender. Upon receipt of


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                                                                               4





evidence satisfactory to the Bank of the loss, theft,  destruction or mutilation
of this  Warrant  or any such new  Warrants  and,  in the case of any such loss,
theft or destruction,  an indemnity letter (reasonably satisfactory to the Bank)
of an  institutional  holder of this  Warrant,  or in other cases,  of a bond of
indemnity or other  security  satisfactory  to the Bank,  or, in the case of any
such  mutilation,  upon  surrender or  cancellation  of this Warrant or such new
Warrants,  the Bank will issue to the holder  hereof a new Warrant of like tenor
and date, in lieu of this Warrant or such new Warrants,  representing  the right
to purchase the number of shares which may be purchased hereunder.

             6. ASSIGNABILITY. Subject to compliance with this paragraph 7, this
Warrant and all rights  hereunder are  transferable in whole or in part upon the
books  of the  Bank  by the  registered  holder  hereof  in  person  or by  duly
authorized attorney,  and a new Warrant shall be made and delivered by the Bank,
of the same tenor and date as this  Warrant  but  registered  in the name of the
transferee,  upon  surrender of this Warrant,  duly  endorsed,  to the office or
agency of the Bank,  provided that each holder of this Warrant agrees that prior
to the  disposition  of this Warrant or any Warrant  Shares or other  securities
acquired  as a result of  exercise  hereof or  thereof,  such  holder  will give
written  notice to the Bank  expressing  such holder's  intention to effect such
disposition and describing the manner thereof.  All expenses,  taxes (other than
stock  transfer  taxes)  and  other  charges  payable  in  connection  with  the
preparation,  execution  and delivery of Warrants  pursuant to this  paragraph 6
shall be paid by the Bank.

             7. TRANSFER BOOKS, NO RIGHTS AS  STOCKHOLDERS,  SURVIVAL OF RIGHTS.
The Bank will at no time close its transfer  books  against the transfer of this
Warrant or any Warrant  Shares in any manner  which  interferes  with the timely
exercise of this  Warrant.  This Warrant  shall not entitle the holder hereof to
any voting  rights or any rights as a  stockholder  of the Bank.  The rights and
obligations of the Bank, of the holder of this Warrant (a "Warrant  holder") and
of any holder of Warrant Shares issued upon exercise of this Warrant pursuant to
the terms of this Warrant shall survive the exercise of this Warrant.

             8. GOVERNING LAW, AMENDMENTS AND WAIVERS;  HEADINGS.  The validity,
interpretation  and  performance  of this  Warrant  and  each of its  terms  and
provisions  shall be  governed  by the  laws of the  State  of  Connecticut.  No
provision  of this  Warrant may be changed,  waived,  discharged  or  terminated
except by an instrument in writing signed by the party against which enforcement
of the  same is  sought.  The  headings  in this  Warrant  are for  purposes  of
reference  only and shall not affect the meaning or  construction  of any of the
provisions hereof.

             9. NOTICES.  Any notice or other document  required or permitted to
be given or  delivered  to  Warrantholders  shall be  delivered  at,  or sent by
certified or registered mail to each Warrantholder at, the address shown on such
holder's Warrant or to


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                                                                               5





such other  address as shall have been  furnished to the Bank in writing by such
Warrantholder. Any notice or other document required or permitted to be given or
delivered to the Bank shall be delivered  at, or sent by certified or registered
mail to the principal  office of the Bank  specified in paragraph 1,  Attention:
President,  with copies to or such other address or addresses as shall have been
furnished to the Warrantholders.

             10.   SPECIAL   CIRCUMSTANCES   REQUIRING   EXERCISE   DECISION  BY
WARRANTHOLDER.  In the event that the Bank's  capital  falls  below the  minimum
requirements  contained in applicable federal banking regulations or such higher
requirement  as may  be  determined  by the  Office  of the  Comptroller  of the
Currency (the "OCC") as authorized under such regulations, the OCC has the right
to direct the Bank to require the  Warrantholder  to  exercise  or forfeit  this
Warrant.  In such event, the Bank agrees to notify the  Warrantholder  within 45
days from the date the OCC notifies the Bank, in writing, that the Warrantholder
must exercise or forfeit this Warrant. The Bank will then cancel this Warrant if
it is  not  exercised  by  the  Warrantholder  within  21  days  of  the  Bank's
notification  to the  Warrantholder.  The Bank has agreed to comply with any OCC
request that the Bank invoke its right to require the  Warrantholder to exercise
or forfeit this Warrant under the circumstances stated above.

         IN WITNESS  WHEREOF,  the Bank has caused this  Warrant to be signed by
its duly authorized officer,  duly attested by its authorized officer, and to be
dated as of July 6, 1998.


                                           PATRIOT NATIONAL BANK


                                           BY:
                                              -------------------------
                                              Title:


Attest:


----------------------
Secretary




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                                                                               6





                                   ASSIGNMENT

                To Be Executed by The Registered Holder in Order
                         to Transfer the Within Warrant

         FOR VALUE RECEIVED the undersigned hereby sells,  assigns and transfers
unto


                                           -------------------------------------
                                           (Name)


                                           -------------------------------------
                                           (Address)

the right to purchase     shares of Common Stock, covered by the within Warrant,
                      ---
as said shares were  constituted  at the date of said  Warrant,  and does hereby
irrevocably  constitute and appoint                             Attorney to make
                                    ---------------------------
such  transfer on the books of the Bank  maintained  for the purpose,  with full
power of substitution.


                                           Signature


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


Dated,               , 19
       --------------    --

In the presence of

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


                                     NOTICE

         The signature to the  foregoing  Assignment  must  correspond as to the
name as written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.



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                                                                               7





                             FULL SUBSCRIPTION FORM

                To Be Executed by The Registered Holder in Order
                     to Exercise in Full the Within Warrant


         The  undersigned  hereby  exercises  the right to purchase  the
                                                                         -------
shares  of  Common  Stock  covered  by the  within  Warrant  at the date of this
subscription  and  herewith  makes  payment  of the  sum of  $
                                                              ------------------
representing  the Warrant Purchase Price of  $                      per share in
                                              --------------------
effect at this date. Certificates for such shares shall be issued in the name of
and  delivered  to  the  undersigned,  unless  otherwise  specified  in  written
instructions, signed by the undersigned and accompanying this subscription.


Dated,             , 19  .
       ------------    --

                                           Signature
                                                    ----------------------------

                                           Address
                                                  ------------------------------

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



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                                                                               8





                            PARTIAL SUBSCRIPTION FORM

                To Be Executed by The Registered Holder in Order
                   to Exercise in Part Only the Within Warrant


                  The  undersigned  hereby  exercises  the right to purchase
                                                                             ---
shares of the total of      shares of Common Stock covered by the within Warrant
                       ----
at the  date of this  subscription  and  herewith  makes  payment  of the sum of
$                  representing the Warrant Purchase Price of $
 -----------------                                             -----------------
per share in effect at this date. Certificates for such shares and a new Warrant
of like tenor and date for the balance of the shares not subscribed for shall be
issued  in the  name  of and  delivered  to the  undersigned,  unless  otherwise
specified by written  instructions,  signed by the undersigned and  accompanying
this subscriptions.


Dated,             , 19  .
       ------------    --

                                           Signature
                                                    ----------------------------

                                           Address
                                                  ------------------------------

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