EXHIBIT 10(c)

                              Patriot National Bank

                             1999 Stock Option Plan

         PATRIOT  NATIONAL BANK, a bank organized and existing under the laws of
the United  States of America  (the  "Bank"),  has adopted its 1999 Stock Option
Plan (this "Plan") with the intention of promoting the interests of the Bank and
the  shareholders  of the Bank by providing  officers and other employees of the
Bank  (including  directors  who are  also  employees  of the  Bank)  and of its
Subsidiaries with appropriate  incentives and rewards to encourage them to enter
into or continue in the employ of the Bank and by  providing  options to certain
of its current directors who, without compensation, provided valuable assistance
to the Bank in connection  with its  organization  and initial  operation  which
would allow such  officers,  employees  and  directors to acquire a  proprietary
interest in the long-term  success of the Bank,  thereby aligning their interest
more closely to the interest of shareholders generally.

                             I. PURPOSES OF THE PLAN

         The purposes of this Plan are as follows:

         1.1.  To provide  an  additional  incentive  for the  officers  and key
employees of the Bank and it Subsidiaries to further the growth, development and
financial success of the Bank by personally  benefiting through the ownership of
capital stock of the Bank;

         1.2.  To enable the Bank to obtain and retain the  services of officers
and key employees of the Bank and its Subsidiaries  considered  essential to the
long-range  success of the Bank by offering them an opportunity to own shares of
the Bank's  capital  stock  which will  reflect  such  growth,  development  and
financial success; and

         1.3.  To  provide  a benefit  to those of its  current  directors  who,
without compensation,  rendered valuable services to the Bank in connection with
its  organization  and initial  operation  by offering  them an  opportunity  to
acquire  shares of the Bank's  capital  stock  which will  reflect  the  growth,
development and financial success of the Bank.

                     II. DEFINITIONS; RULES OF CONSTRUCTION

         2.1.  DEFINITIONS.  The terms  defined in this  Article  shall have the
following meanings for purposes of this Plan:

               (a) "Bank" shall mean Patriot National Bank, a bank organized and
existing under the laws of the United States of America.

               (b) "Board of Directors" shall mean the Board of Directors of the
Bank.


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               (c) "Internal  Revenue Code" shall mean the Internal Revenue Code
of 1986, as amended.

               (d) "Change in Control" means:

                   (i) a change in control of the direction  and  administration
of the Bank'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 the Bank 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 the
Bank) is or becomes the  "beneficial  owner" (as defined in Rule 13d-3 under the
Exchange Act),  directly or indirectly,  of securities of the Bank  representing
50% or more of the combined  voting power of the Bank's  outstanding  securities
then  entitled   ordinarily  (and  apart  from  rights  accruing  under  special
circumstances) to vote for the election of directors;

                   (iii)  during  any  period  of  two  consecutive  years,  the
individuals  who at the  beginning  of  such  period  constitute  the  Board  of
Directors or any  individuals  who would be Continuing  Directors  cease for any
reason to constitute at least a majority thereof;

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

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

provided,  however,  that none of the foregoing events shall constitute a Change
in Control  if such  event  occurs as a result of an  agreement  or  transaction
approved by the Continuing  Directors,  either before or after the occurrence of
such  event,  and the  Continuing  Directors  in  approving  such  agreement  or
transaction  determine  that it is not in the best interest of the Bank for such
agreement or  transaction to constitute a Change in Control for purposes of this
Plan; provided,  further, that, if the reorganization of the Bank into a holding
company  structure by becoming a wholly  owned  subsidiary  of Patriot  National
Bancorp, Inc., a Connecticut corporation, is approved at the 1999 Annual Meeting
of  Shareholders  of the Bank and becomes  effective,  neither such approval nor
such effectiveness shall constitute a Change in Control.

               (e) "Committee"  shall mean the Personnel  Committee of the Board
of Directors or such other  committee  of the Board of Directors  designates  to
allocate among Participants Options which may be granted pursuant to Article IV.
hereof.

               (f) "Common  Stock" shall mean the Common Stock,  par value $2.00
per share, of the Bank.


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               (g)  "Continuing  Directors"  means  each  director  of the  Bank
elected at the 1999 Annual Meeting of Shareholders of the Bank and any successor
to any such director and any  additional  director who (i) after the 1999 Annual
Meeting of  Shareholders  of the Bank was nominated or selected by a majority of
the  Continuing  Directors  in  office at the time of his or her  nomination  or
selection  and (ii) at the time of his or her  nomination or selection is not an
"affiliate" or "associate" (as defined in Regulation 12B under the Exchange Act)
of any person who is the beneficial owner, directly or indirectly, of securities
representing 25% or more of the combined voting power of the Bank's  outstanding
securities then entitled ordinarily to vote for the election of directors.

               (h) "Disability" shall mean: (i) any physical or mental condition
that would  qualify a Participant  for a disability  benefit under any long-term
disability  plan  maintained  by  the  Bank  or a  Subsidiary  of the  Bank  and
applicable to such Participant or (ii) when used in connection with the exercise
of an Incentive  Stock Option  following  termination of employment,  disability
within the meaning of Section 22(e)(3) of the Internal Revenue Code.

               (i)  "Exchange  Act" shall mean the  Securities  Exchange  Act of
1934, as amended.

               (j) "Fair Market Value" shall mean the average  closing price per
share of the Common  Stock for the 20 trading  days ending of the fifth  trading
day immediately  preceding the applicable date as reported on the composite tape
of the  principal  national  stock  exchange  on which the Common  Stock is then
listed or, if the Common Stock is not listed on any national stock exchange, the
closing  price per share of Common Stock as reported on The NASDAQ Stock Market,
Inc.,  or, if the Common Stock is not listed on any national  stock  exchange or
quoted on The NASDAQ Stock Market, Inc., such other reporting system as shall be
selected by the Board of  Directors;  provided,  however,  that for  purposes of
fixing the exercise  price of any Incentive  Stock  Option,  "Fair Market Value"
shall be the greater of the amount  determined  a provided  above or the closing
price per share on the trading day immediately preceding the applicable date. If
the Common Stock is not publicly traded,  the Board of Directors shall determine
the  Fair  Market  Value  using  criteria  as it  shall  determine,  in its sole
discretion, to be appropriate for the valuation.

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

               (l)  "Incentive  Stock  Option"  shall mean an Option  that is an
"incentive  stock  option"  within the  meaning of Section  422 of the  Internal
Revenue Code.


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               (m)  "Option"  shall  mean an  option  granted  to a  Participant
pursuant to this Plan.

               (n) "Option  Agreement" shall mean any agreement between the Bank
and a Participant evidencing an Option.

               (o) "Non-Qualified Stock Option" shall mean an Option that is not
an Incentive Stock Option.

               (p) "Participant" shall mean any director, officer or employee of
the Bank or any Subsidiary who is granted an option  pursuant to this Plan which
remains outstanding.

               (q) "Plan"  shall mean this 1999 Stock  Option  Plan,  as amended
from time to time.

               (r) "QDRO"  shall mean a qualified  domestic  relations  order as
defined in  Section  414(p) of the  Internal  Revenue  Code or Title I,  Section
206(d)(3) of the Employee Retirement Income Security Act of 1974, as amended (to
the same extent as if this Plan were subject  thereto),  or the applicable rules
thereunder.

               (s) "Rule  16(b)-3" shall mean Rule 16b-3 under Section 16 of the
Exchange Act, as amended from time to time.

               (t) "Subsidiary" shall mean a "subsidiary corporation" within the
meaning Section 414(f) of the Internal Revenue Code.

               (u) "10%  Shareholder"  shall mean any person who, at the time an
Option  is  granted,  owns  shares  of the  Bank  or any  Subsidiary  or  parent
corporation of the Bank which possess more than 10% of the total combined voting
power of all  classes  of  shares  of the Bank or of any  Subsidiary  or  parent
corporation of the Bank.

         2.2.  RULES OF  CONSTRUCTION.  For purposes of this Plan and any Option
Agreement,   unless  otherwise  expressly  provided  or  the  context  otherwise
requires,  the terms  defined in this Plan include the plural and the  singular,
and pronouns of either  gender or neutral shall  include,  as  appropriate,  the
other pronoun forms.

                   III. COMMON STOCK AVAILABLE UNDER THIS PLAN

         3.1.  AGGREGATE  SHARE  LIMIT.  The maximum  number of shares of Common
Stock that may be issued under this Plan is 130,000,  subject to  adjustment  as
provided in Article VII.

         3.2.  AVAILABILITY OF SHARES UPON TERMINATION OF OPTIONS. If any Option
or portion of an Option  expires or  otherwise  terminates  without  having been
exercised,  the number of shares of Common Stock as to which such Option expires
or otherwise terminates shall again become available for purposes of this Plan.


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         3.3. TREASURY SHARES; NO FRACTIONAL  SHARES. The Common Stock which may
be  delivered  upon  exercise  of an Option may be treasury  or  authorized  but
unissued  shares of Common Stock or Common Stock  acquired,  subsequently  or in
anticipation  of a  transaction  under  this  Plan,  in the  open  market  or in
privately  negotiated  transactions to satisfy the requirements of this Plan. No
fractional  shares  shall be  issued.  The Board of  Directors  shall  determine
whether  cash  or  other  property  shall  be  issued  or  paid  in lieu of such
fractional  shares of whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.

         3.4.  EXERCISE  PRICE;  WITHHOLDING.  The exercise price for the Common
Stock issuable upon exercise of an Option and any withholding  obligation  under
applicable tax laws shall be paid in cash or any combination of (i) cash, (ii) a
check  payable  to the order of the Bank,  (iii) the  delivery  of Common  Stock
having a Fair Market  Value  equivalent  to the  applicable  exercise  price and
withholding obligation, (iv) a reduction in the amount of Common Stock otherwise
deliverable  pursuant to such Option,  (v) by notice and third party  payment in
such manner as may be  authorized  by the Board of  Directors.  In the case of a
payment by the means  described in clause (iii) or (iv) above,  the value of the
Common Stock so delivered or offset shall be determined by reference to the fair
market  value of the Common  Stock on the date as of which the payment or offset
is made.

         3.5. CASHLESS EXERCISE.  The Board of Directors may permit the exercise
of an Option and the payment of any applicable  withholding tax in respect of an
Option by delivery of written  notice,  subject to the Bank's receipt of a third
party  payment  in full  in  cash  for the  exercise  price  and the  applicable
withholding  prior to issuance of Common Stock, in the manner and subject to the
procedures as may be established by the Board of Directors.

         3.6. TRANSFER OF COMMON STOCK TO A PARTICIPANT.  As soon as practicable
after  receipt by the Bank of payment for Common  Stock with respect to which an
Option or portion thereof is exercised by a Participant, the Bank shall issue or
transfer  to the  Participant  the number of shares of Common  Stock as to which
such Option has been exercised.

                        IV. GRANT OF OPTIONS TO EMPLOYEES

         4.1.  ELIGIBILITY.  Except as otherwise provided with respect to grants
of Options pursuant to Article V. of this Plan, the Board of Directors may grant
Options,  in such  amounts  and with such terms and  conditions  as the Board of
Directors may determine,  subject to the provisions of the Plan. The persons who
shall be eligible to receive  Options  under this Article IV. shall be employees
of  the  Bank  or its  Subsidiaries  (including  officers  of  the  Bank  or its
Subsidiaries, whether or not they are directors of the Bank or its Subsidiaries)
as the  Board of  Directors  or the  Committee  may  select  from  time to time.
Directors who are not employees or officers of the Bank shall not be eligible to
receive  Options  under this Plan except as otherwise  provided in Article V. of
this Plan.  Each Option  granted  pursuant to this  Article IV. shall be clearly
identified in the applicable Option Agreement as either an Incentive Option or a
Non-Qualified Stock Option.


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         4.2.  ALLOCATION  OF OPTIONS.  The Board of Directors may grant Options
under this Article IV.  subject to the attainment of such  performance  goals as
the Board of  Directors  may  establish  and may delegate to the  Committee  the
authority to allocate the Options so granted to such employees and covering such
number of shares of Common Stock as the Committee shall determine, the date that
the Committee  determines that such performance  goals are met being the date of
the grant of such Options.

         4.3.  EXERCISE PRICE.  Each Option  Agreement with respect to an Option
shall set forth the amount per share (the "option  exercise  price")  payable by
the Participant to the Bank upon exercise the Option.  The option exercise price
per share shall be determined by the Board of Directors but shall in no event be
less  than the Fair  Market  Value  of a share of  Common  Stock on the date the
Option is granted;  provided,  however,  that the option  exercise price for any
Incentive Stock Option granted to a 10% Shareholder may not be less than 110% of
the Fair Market Value on the date of grant.

         4.4.  EXERCISABILITY AND TERM OF OPTIONS.

               (a) An Option  shall  become  exercisable  as to one-third of the
shares  covered  by it on the date of grant and on each of the first and  second
anniversaries,  respectively,  of the  date of  grant  of the  Option  unless  a
different  period is  provided  by the Board of  Directors  at the time of grant
thereof.

               (b) The term of each  Option  shall be a period of ten years from
the date of grant  unless  otherwise  provided by the Board of  Directors at the
time of grant thereof;  provided,  however, that the term of any Incentive Stock
Option  granted  to a 10%  Shareholder  shall be a period of five years from the
date of grant  unless a shorter  period is provided by the Board of Directors at
the time of grant thereof.

         4.5.  ACCELERATION OF EXERCISABILITY  UPON A CHANGE IN CONTROL.  In the
event of a Change in Control of the Bank,  all then  outstanding  Options  shall
immediately  become  exercisable  in  full.  The  Board  of  Directors,  in  its
discretion,  may determine that, upon the occurrence of a transaction  described
in clauses (i) through (v) of the definition of "Change in Control," each Option
outstanding  under this Plan shall terminate  within a specified  number of days
after  notice to the  Participant,  and such  Participant  shall  receive,  with
respect to each share  subject to such  Option,  cash in an amount  equal to the
excess  of the  Fair  Market  Value  of  such  share  immediately  prior  to the
occurrence of such  transaction over the option exercise price per share of such
Option. The provisions contained in the preceding sentence shall be inapplicable
to an Option  granted  within six months before the  occurrence of a transaction
described above if the Participant  holding such Option is a director or officer
of the Bank or the  beneficial  owner of the Common  Stock who is  described  in
Section  16(a) of the Exchange  Act,  except in the event of such  Participant's
death or Disability prior to the expiration of such six-month period.

         4.6.  LIMITATIONS ON INCENTIVE  STOCK  OPTIONS.  To the extent that the
aggregate  Fair  Market  Value of shares of Common  Stock with  respect to which
Incentive  Stock  Options are  exercisable  for the first time by a  Participant
during any calendar  year under this Plan and any other stock option plan of the
Bank  (or any  Subsidiary  or  parent


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corporation of the Bank) shall exceed  $100,000,  or such higher value as may be
permitted  under Section 422 of the Internal  Revenue Code, such Incentive Stock
Options shall be treated as Non-Qualified Stock Options.  Such Fair Market Value
shall be determined as of the date on which each such Incentive  Stock Option is
granted.

         4.7.  NOTIFICATION UPON DISQUALIFYING  DISPOSITION UNDER SECTION 421(B)
OF THE INTERNAL REVENUE CODE. Each Option Agreement with respect to an Incentive
Stock Option shall require the Participant to notify the Bank of any disposition
of shares of Common Stock  delivered  upon the  exercise of an  Incentive  Stock
Option  under the  circumstances  described  in Section  421(b) of the  Internal
Revenue Code (relating to certain disqualifying  dispositions),  within ten days
of such disposition.

         4.8.  EFFECT OF TERMINATION OF EMPLOYMENT

               (a) Termination other than for Death, Disability or Cause. Unless
the  applicable  Option  Agreement  provides  otherwise,  in the event  that the
employment with the Bank or a Subsidiary or parent  corporation of the Bank of a
Participant  holding an Option  granted under this Article IV. is terminated for
any reason other than death,  Disability or Cause,  (i) such Options  granted to
such  Participant,  to the extent that they are  exercisable at the time of such
termination,  shall remain exercisable until the date that is three months after
such termination,  on which date they shall expire and (ii) such Options granted
to such Participant, to the extent that they were not exercisable at the time of
such  termination,  shall  expire at the close of  business  on the date of such
termination.  Notwithstanding the foregoing, no such Option shall be exercisable
after the expiration of its term.

               (b)  Termination  for Death or Disability.  Unless the applicable
Option Agreement provides  otherwise,  in the event that the employment with the
Bank or a Subsidiary or parent corporation of the Bank of a Participant  holding
an Option  granted  under  this  Article  IV. is  terminated  on  account of the
Disability  or  death  of the  Participant;  (i) such  Options  granted  to such
Participant,  to the  extent  that  they  were  exercisable  at the time of such
termination,  shall  remain  exercisable  until  the first  anniversary  of such
termination,  on which date they shall expire and (ii) such  Options  granted to
such  Participant,  to the extent that they were not  exercisable at the time of
such  termination  shall  expire  at the close of  business  on the date of such
termination,  Notwithstanding the foregoing, no such Option shall be exercisable
after the expiration of its term.

               (c) Termination  For Cause.  Notwithstanding  the foregoing,  any
Option  outstanding  under Article IV. of this Plan shall terminate  immediately
upon  any  termination  of a  Participant's  employment  with  the  Bank  or any
Subsidiary or parent corporation of the Bank For Cause.

         4.9.  ADJUSTMENTS.  Options granted under this Article shall be subject
to adjustment as provided in Article VII. of this Plan.



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         4.10.  LIMITATIONS  OF  AMENDMENTS.  The provisions of this Article IV.
with  respect  to the  amount,  exercise  price and  timing of  Options  and the
eligibility  requirements  shall not be amended  more than once every six months
(other  than as may be  necessary  to conform to any  applicable  changes in the
Internal Revenue Code or the rules  thereunder),  unless such amendment would be
consistent with the provisions of Rule 16b-3.

                          V. SPECIFIC GRANTS OF OPTIONS

         5.1. GRANT OF OPTIONS TO CERTAIN  DIRECTORS.  Upon the approval of this
Plan by the  shareholders of the Bank at the 1999 Annual Meeting of Shareholders
of the Bank,  Options  hereunder shall be awarded to the following  directors of
the Bank for the number of shares of Common Stock set forth opposite their names
in the following table:





                      NAME OF DIRECTOR                   NUMBER OF SHARES

                     Herbert A. Bregman                        6,000
                     Fred DeCaro, Jr.                         34,000
                     L. Morris Glucksman                      16,000
                     Michael Intrieri                         10,000
                     Richard Naclerio                         15,000
                     Salvatore Trovato                        20,000
                     Philip W. Wolford                         9,000

         The Options granted  pursuant to this Article V. shall be Non-Qualified
Stock  Options  except that the Options  granted to Philip W.  Wolford  shall be
Incentive  Stock  Options and the Options  granted to Fred DeCaro,  Jr. shall be
Incentive  Stock  Options to the maximum  extent  permitted  under the  Internal
Revenue Code.

         5.2.  EXERCISE PRICE. The option exercise price for the Options granted
pursuant to this  Article V. shall be the Fair Market  Value per share of Common
Stock as of the date of the 1999 Annual Meeting of Shareholders of the Bank.

         5.3.  EXERCISABILITY  AND TERM.  The Options  granted  pursuant to this
Article V. shall be immediately  exercisable on the date of grant and shall have
a term of ten years from the date of grant.

         5.4. EFFECT OF TERMINATION OF SERVICE.  The Options granted pursuant to
this Article V. shall remain  exercisable  for the term thereof  notwithstanding
that the holder thereof ceases to serve as a director of the Bank.

         5.5.  ADJUSTMENTS.  Options  granted  under  this  Article  V. shall be
subject to adjustment as provided in Article VII. of this Plan.



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                              VI. OPTION AGREEMENTS

         6.1. OPTION AGREEMENTS.  Each Option under this Plan share be evidenced
by an Option  Agreement  in a form  approved by the Board of  Directors  setting
forth the number of shares of Common Stock subject to the Option,  and the price
and  term  of the  Option.  The  Option  Agreement  shall  also  set  forth  (or
incorporate by reference) the other material terms and conditions  applicable to
the  Option  as  determined  by the  Board  of  Directors  consistent  with  the
limitations of this Plan.

         6.2. INCORPORATED PROVISIONS. Option Agreements shall be subject to the
terms of this Plan and shall be deemed to include the following terms:

               (a)  NON-ASSIGNABILITY.  The Option shall not be  assignable  nor
transferable,  except (i) by will or by the laws of descent and  distribution or
(ii)  pursuant  to a QDRO  or  any  other  exception  to  transfer  restrictions
expressly  permitted  by the  Board of  Directors  and set  forth in the  Option
Agreement (or an amendment  thereto).  The restrictions on exercise and transfer
shall  not be  deemed  to  prohibit,  to the  extent  permitted  by the Board of
Directors,  transfers without  consideration  for estate and financial  planning
purposes,  transfers to such other persons or in such other circumstances as the
Board of Directors  may in the Option  Agreement  expressly  permit.  During the
lifetime  of  a  Participant,  the  Option  shall  be  exercised  only  by  such
Participant  or by  his or her  guardian  or  legal  representative,  except  as
expressly   otherwise   provided   consistent   with  the   foregoing   transfer
restrictions.

               (b) RIGHTS AS SHAREHOLDER.  A Participant shall have no rights as
a holder of Common Stock with respect to any unissued Common Stock covered by an
Option  until  the date the  Participant  becomes  the  holder of record of such
Common Stock.

               (c) WITHHOLDING. The Participant shall be responsible for payment
of any taxes or similar  charges  required by law to be withheld with respect to
the  exercise  of an  Option,  and  these  obligations  shall  be  paid  by  the
Participant  on or prior to the delivery of shares of Common Stock upon exercise
of an Option.  A  Participant  shall  satisfy  the  withholding  obligations  as
provided in Section 3.4.

         6.3. CONTRACT RIGHTS, FORMS AND SIGNATURES.  Any obligation of the Bank
with respect to an Option shall be based solely upon the contractual obligations
created by this Plan and the  applicable  Option  Agreement.  No Option shall be
enforceable until the Option Agreement has been signed by the Participant and on
behalf of the Bank. By executing an Option  Agreement,  a  Participant  shall be
deemed to have accepted and consented to the terms of this Plan,  and any action
taken in good faith under this Plan by and within the discretion of the Board of
Directors or its delegates.  Except as expressly  provided in this Plan or in an
Option Agreement, there shall be no third party beneficiaries of the obligations
of the Bank under such Option Agreement.



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                                VII. ADJUSTMENTS

         7.1.   CHANGES   IN   CAPITALIZATION.   If  there   shall   occur   any
recapitalization,  stock split  (including  a stock split in the form of a stock
dividend),  reverse stock split, merger,  combination,  consolidation,  or other
reorganization or any extraordinary dividend or other extraordinary distribution
in respect of the Common  Stock  (whether in the form of cash,  Common  Stock or
other  property),   or  any  split-up,   spin-off,   extraordinary   redemption,
combination  or exchange of outstanding  shares of Common Stock,  or there shall
occur any other similar  transaction or event in respect of the Common Stock, or
a sale of all or  substantially  all of the  assets of the Bank as an  entirety,
then the Board of Directors  shall, in the manner and to the extent,  if any, as
it deems  appropriate and equitable to the  Participants and consistent with the
terms of this Plan, and taking into consideration the effect on the event of the
holders of the Common Stock:

               (a) proportionately adjust any or all of:

                   (i) the number and type of Common Stock which  thereafter may
be made the subject of Options;

                   (ii) the  number,  amount  and type of  Common  Stock,  other
property or cash subject to any or all outstanding Options;

                   (iii) the exercise price of any or all outstanding Options;

                   (iv) the securities,  cash or other property deliverable upon
exercise of the outstanding Options;

                   (v) any other terms as are effected by the event; or

               (b)  subject  to  any  applicable   limitations  under  generally
accepted accounting principles, provide for:

                   (i) an  appropriate  and  proportionate  cash  settlement  or
distribution; or

                   (ii) the  substitution  or exchange of any or all outstanding
Options.

         7.2. FORMATION OF BANK HOLDING COMPANY.  Notwithstanding the provisions
of Section 7.1 hereof,  in the event that the  reorganization of the Bank into a
holding  company  structure  by becoming a wholly  owned  subsidiary  of Patriot
National  Bancorp,  Inc.,  a  Connecticut  corporation,  is approved at the 1999
Annual Meeting of Shareholders of the Bank and becomes effective, all references
herein and in any Option  Agreement to "Common Stock" shall thereafter be deemed
references to the Common Stock of Patriot National Bancorp,  Inc. The obligation
of the Bank to issue or deliver shares of its Common Stock under any Option then
outstanding  or  thereafter  granted  under  this  Plan  shall be  deemed  to be
satisfied in full by the issuance or delivery by Patriot National Bancorp,  Inc.
of an equal number of shares of its Common Stock; provided, however, that


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the  number of shares  subject  to any  Option  shall  thereafter  be subject to
adjustment  as provided  in this  Article  VII.  based on changes in the capital
stock of Patriot National Bancorp, Inc.

                              VIII. ADMINISTRATION

         8.1.  AUTHORITY AND STRUCTURE.  This Plan and all Options granted shall
be administered by the Board of Directors.

         8.2. CONSTRUCTION AND INTERPRETATION. The Board of Directors shall have
the power to interpret and administer this Plan and the Option  Agreements,  and
to adopt,  amend and rescind  related  rules and  procedures.  All  questions of
interpretation  and  determinations  with  respect to this  Plan,  the number of
shares of Common Stock and the terms of any Option  Agreements,  the adjustments
required or permitted by Article VII. and other  determinations  hereunder shall
be made by the  Board of  Directors  and its  determination  shall be final  and
conclusive upon all parties in interest. In the event of any conflict between an
Option Agreement and any non-discretionary  provision of this Plan, the terms of
this Plan shall govern.

         8.3. RULE 16B-3  CONDITIONS;  BIFURCATION  OF PLAN. It is the intent of
the Bank that this Plan and the Options  hereunder satisfy and be interpreted in
a manner that  satisfies any applicable  requirements  of Rule 16b-3 so that the
Participants  will be entitled to the benefits of Rule 16b-3 or other  exemptive
rules  under  Section  16 of the  Exchange  Act and  will  not be  subjected  to
avoidable  liability  thereunder  as to Options  intended  to be entitled to the
benefits of Rule 16b-3.

         8.4.  DELEGATION  AND RELIANCE.  The Board of Directors may delegate to
the officers or employees of the Bank the authority to execute and deliver those
instruments  and  documents,  to do all acts and  things,  and to take all other
steps deemed necessary, advisable or convenient for the effective administration
of  this  Plan  in  accordance  with  its  terms  and  purpose.  In  making  any
determination  or in taking or not taking any action under this Plan,  the Board
of  Directors  may  obtain and may rely upon the  advise of  experts,  including
professional  advisors to the Bank. No director,  officer,  employee or agent of
the Bank shall be liable for any such action or determination made or omitted in
good faith.

         8.5. EXCULPATION AND INDEMNITY.  Neither the Bank nor any member of the
Board of Directors,  nor any other person  participating in any determination of
any  question  under  this Plan,  or in the  interpretation,  administration  or
application of this Plan,  shall have any liability to any person for any action
taken or not taken in good faith under this Plan or for the failure of an Option
to qualify for  exemption or relief under Rule 16b-3 or to comply with any other
law, compliance with which is not required on the part of the Bank.

                                IX. MISCELLANEOUS

         9.1.  NO  SPECIAL  EMPLOYMENT  RIGHTS;  NO  RIGHT  TO  OPTION.  Nothing
contained in this Plan or any Option or Option  Agreement  shall confer upon any
Participant any


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right  with  respect  to the  continuation  of  service  with  the  Bank  or any
Subsidiary  or parent  corporation  of the Bank or interfere in any way with the
right of the Bank or any Subsidiary or parent  corporation of the Bank,  subject
to the terms of any separate employment  agreement to the contrary,  at any time
to terminate such employment or to increase or decrease the  compensation of the
Participant.

         No person shall have any claim or right to receive an Option hereunder,
except as provided in Article V. hereof. The grant of an Option to a Participant
at any time  shall  neither  require  the  grant  of any  other  Option  to such
Participant  or other person at any time or preclude the Board of Directors from
making subsequent grants to such Participant or any other person.

         9.2. EFFECTIVE DATE; DURATION.  This Plan has been adopted by the Board
of Directors.  This Plan shall become effective upon and shall be subject to the
approval  of the  shareholders  of  the  Bank  at the  1999  Annual  Meeting  of
Shareholders  of the Bank.  This Plan shall  remain in effect  until any and all
Options under this Plan have been exercised,  converted or terminated  under the
terms of this Plan and the applicable  Option  Agreements.  Notwithstanding  the
foregoing,  no Option shall be granted under this Plan after the Annual  Meeting
of  Shareholders  of the Bank in 2000. Any Option granted prior to such date may
be amended after such date in any manner that would have been permitted prior to
such date,  except that no such  amendment  shall  increase the number of shares
subject to such Option.

         9.3.  COMPLIANCE  WITH LAWS.  This Plan,  any Option  Agreement and the
grant,  exercise,  conversion  and  operation  of Options,  and the issuance and
delivery of Common Stock and/or other securities or property under this Plan are
subject to  compliance  with all  applicable  federal and state laws,  rules and
regulations  (including,  but not limited to, state and federal insider trading,
registration,   reporting  and  other   securities   laws  and  federal   margin
requirements)  and to such approvals by any listing,  regulatory or governmental
authority  as may,  in the  opinion of counsel  for the Bank,  be  necessary  or
advisable in connection  therewith.  Any  securities  delivered  under this Plan
shall be subject to such  restrictions (and the person acquiring such securities
shall,  if  requested  by  the  Bank,  provide  such  evidence,   assurance  and
representations  to the Bank as to compliance  with any thereof) as the Bank may
deem  necessary or  desirable to assure  compliance  with all  applicable  legal
requirements.

         The Bank  shall  be under no  obligation  to  effect  the  registration
pursuant  to  the  Securities  Act  of  1933,  as  amended,  or  any  regulation
thereunder,  of any  interests  in this Plan or any shares of Common Stock to be
issued  hereunder  or  to  effect  similar  compliance  under  any  state  laws.
Notwithstanding anything herein to the contrary, the Bank shall not be obligated
to cause to be issued or delivered any certificates  evidencing shares of Common
Stock  pursuant to this Plan unless and until the Bank is advised by its counsel
that the issuance and delivery of such  certificates  is in compliance  with all
applicable laws, regulations of governmental authorities and the requirements of
any securities exchange on which shares of Common Stock are traded. The Board of
Directors   may  require  as  a  condition  of  the  issuance  and  delivery  of
certificates  evidencing  shares of Common  Stock  pursuant to the terms of this
Plan,  that the  recipient


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of such shares make such  covenants,  agreements and  representations,  and that
such  certificates  bear such legends,  as the Board of  Directors,  in its sole
discretion, deems necessary or desirable.

         The transfer of any shares of Common Stock hereunder shall be effective
only at such time as counsel to the Bank shall have determined that the transfer
of such  shares  is in  compliance  with all  applicable  laws,  regulations  of
governmental  authorities  and the  requirements  of any stock exchange on which
shares of Common  Stock are  traded.  The Board of  Directors  may,  in its sole
discretion,  defer the  effectiveness  of any transfer of shares of Common Stock
hereunder in order to allow the  transfer of such shares to be made  pursuant to
registration  or an exemption from  registration or other methods for compliance
available under federal or state  securities  laws. The Board of Directors shall
inform the Participant in writing of its decision to defer the  effectiveness of
a transfer.  During the period of such deferral in connection  with the exercise
of an Option, the Participant may, by written notice, withdraw such exercise and
obtain the refund of any amount paid with respect thereto.

         9.4.  NOTIFICATION  OF ELECTION  UNDER  SECTION  83(B) OF THE  INTERNAL
REVENUE CODE. If any  Participant  shall,  in connection with the acquisition of
shares of Common  Stock  under  this Plan,  make the  election  permitted  under
Section  83(b) of the  Internal  Revenue  Code (i.e.,  an election to include in
gross  income in the year of transfer the amounts  specified in Section  83(b)),
such  Participant  shall  notify  the Bank of such  election  within ten days of
filing notice of the election with the Internal Revenue Service,  in addition to
any filing and notification  required  pursuant to regulations  issued under the
authority of Section 83(b) of the Internal Revenue Code.

         9.5.  OWNERSHIP AND TRANSFER  RESTRICTIONS.  Common Stock acquired upon
exercise  of Options  shall be  subject to the  restrictions  on  ownership  and
transfer set forth in the Option Agreement.

         9.6.  NON-EXCLUSIVITY  OF PLAN.  Nothing in this Plan shall limit or be
deemed to limit the  authority  of the Bank or the Board of  Directors  to grant
awards or authorize  any other  compensation,  with or without  reference to the
Common Stock, under any other plan or authority.

         9.7. SEVERABILITY. In case any provision of this Plan shall be invalid,
illegal  or  unenforceable  in any  jurisdiction,  the  validity,  legality  and
enforceability  of the remaining  provisions,  or of such provision in any other
jurisdiction, shall not in any way be affected or impaired thereby.

         9.8. EXPENSES AND RECEIPTS.  The expenses of this Plan shall be paid by
the Bank. Any proceeds  received by the Bank in connection  with any Option will
be used for general corporate purposes.

         9.9.  FAILURE  TO  COMPLY.  In  addition  to the  remedies  of the Bank
elsewhere  provided for herein,  failure by a  Participant  (or  beneficiary  or
transferee)  to comply with any of the terms and  conditions of this Plan or the
applicable Option Agreement, unless


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                                                                              14




such failure is remedied by such  Participant  (or  beneficiary  or  transferee)
within ten days after notice of such failure by the Board of Directors, shall be
grounds for the cancellation and forfeiture of such Option, in whole or in part,
as the Board of Directors, in its absolute discretion, may determine.

         9.10.  APPLICABLE  LAW. This Plan, any Option Agreement and any related
documents and matters shall be governed in accordance with the laws of the State
of Connecticut, except as to matters of federal law.