ex4-1.htm


    
      
        

      



    FIRST
      AMENDMENT TO THE
      RIGHTS AGREEMENT

    


    


    This
FIRST
      AMENDMENT TO RIGHTS AGREEMENT
(this “First
      Amendment”) is hereby made this 23rd day of January, 2008 by and between
PATRIOT NATIONAL BANCORP,
      INC.,
a Connecticut corporation having its principal place of business at
      900
      Bedford Street, Stamford, Connecticut (the “Company”) and REGISTRAR
      AND TRANSFER
      COMPANY, a New Jersey corporation (the “Rights Agent”) to amend
      that
      certain Rights Agreement by and between the Company and the Rights Agent, dated
      April 19, 2004 (the “RightsAgreement”).  Capitalized
      terms used herein and not otherwise defined shall have the meanings ascribed
      to
      those terms in the Rights Agreement.

    


    WHEREAS,
      the Rights Agreement
      provides that an “Acquiring Person” for the purposes of triggering certain
      rights of Company shareholders is defined at an ownership level of 15% of
      outstanding Company shares; and

    


    WHEREAS,
      Harvey Sandler and
      affiliates currently reports ownership of 552,736 shares of common stock of
      the
      Company and is approaching the 15% triggering level; and

    


    WHEREAS,
      the Board of
      Directors has considered the purposes of the Rights Agreement and believes
      that
      ownership by Mr. Sandler, should he wish to do so, in excess of 15% is
      desirable;

    


    WHEREAS,
      the Board of Directors
      of the Company authorized the amendment of the Rights Agreement to
      exclude ownership by Harvey Sandler and affiliates up to 20% of outstanding
      shares from triggering poison pill rights under the Rights Agreement;
      and

    


    WHEREAS,
      Section 27(iv) of the
      Rights Agreement permits the amendment of the Rights Agreement without
      the approval of any holders of Rights in order to change the provisions thereof
      in any manner which the Company may deem necessary or desirable and which shall
      not materially adversely affect the interests of the holders of Rights
      Certificates,
provided,
      however, that such amendment shall be effective only if there
      are Continuing Directors then in office and shall require the concurrence of
      a
      majority of such Continuing Directors if such supplement or amendment occurs
      at
      or after the time a Person becomes an Acquiring Person, and additionally that
      prior to the
      Distribution Date, the amendment does not decrease the redemption price, as
      set
      forth in Section 23 of the Rights Agreement (collectively, “Amendment
      Prohibiting Events”).; and

    


    WHEREAS,
      no Amendment
      Prohibiting Events have occurred.

    


    


    NOW,
      THEREFORE, for good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      and
      in consideration of the mutual promises herein contained, the Company and the
      Rights Agent hereby agree as follows:

    


    
      
        
        

      

      
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    1.           
      Officer’s
      Certificate.  The Company has delivered a certificate, in
      compliance with the terms of Section 27, from an appropriate officer of the
      Company, attached hereto as Exhibit A, stating
      that the at the time of this amendment no Person has become an Acquiring Person
      pursuant to the terms of the Rights Agreement.

    


    2.           
      Amendment of
      Definition of Acquiring Person. Section 1(a) of the Rights Agreement is
      hereby amended by adding the following language to the end of Section
      1(a):

    


    “Harvey
      Sandler also shall not be considered to be an Acquiring Person for the purposes
      of this Agreement unless and until he shall become the Beneficial Owner of
      twenty (20%) percent or more of the shares of Common Stock then outstanding
      of
      the Company.”

    


    3.           
      The Rights Agreement and all the provisions therein are and shall remain (except
      as modified herein) unchanged, unmodified and unamended and fully binding upon
      the parties hereto.

    


    


    IN
      WITNESS WHEREOF, each party has
      caused this instrument to be signed in its corporate name by its proper duly
      authorized representative, on the day and year first written above.

    


    


    


    REGISTRAR
      AND TRANSFER COMPANY

    


    


    By:  /s/
      William P.
      Tatler

    Name: 
      William P. Tatler

    Its
      Duly
      Authorized Vice President

    


    


    PATRIOT
      NATIONAL BANCORP, INC.

    


    


    


    By: 
      /s/ Charles F.
      Howell

    Name:  Charles
      F. Howell

    Its:  Duly
      Authorized President

    


    


    
      
        
        

      

      
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    Exhibit
      A

    


    


    OFFICER’S
      CERTIFICATE

    


    All
      capitalized terms contained herein
      shall have the meanings ascribed thereto in that certain Rights Agreement dated
      as of April 19, 2004, by and between PATRIOT NATIONAL BANCORP, INC., a
      Connecticut corporation (the “Company”), and REGISTRAR AND TRANSFER COMPANY, a
      New Jersey corporation (the “Rights Agent”).

    


    This
      is to certify that
      the pursuant to Section 27 of the Rights Agreement, at the time of the
      execution of the First Amendment to the Rights Agreement, dated as of January
      23, 2008, no Person has become an Acquiring Person in accordance with the terms
      of the Rights Agreement and therefore the concurrence of a majority of
      Continuing Directors is not required and the amendment is in compliance with
      the
      terms of Section 27.

    


    


    This
      certificate is issued pursuant to
      and is subject to the terms of said Rights Agreement, as amended by First
      Amendment.

    


    


    


    
      	 	
              PATRIOT
                NATIONAL BANCORP, INC.

            
	 	 
	 	 
	 	 
	 	
              By:
                /s/ Charles F.
                Howell

            
	 	
              Charles
                F. Howell

            
	 	 
	 	
              Its:
                President

            
	 	 
	 	
              Dated:
                January 23, 2008

            


    

     

     

     

     

     

     

     

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