SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

PATRIOT NATIONAL BANCORP, INC.
(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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PATRIOT NATIONAL BANCORP, INC.
900 Bedford Street
Stamford, Connecticut 06901
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT

To Be Held on June 18, 2002

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Notice is hereby given that the Annual Meeting of Shareholders of Patriot
National Bancorp, Inc. ("Bancorp") will be held at The Hyatt Regency, 1800 East
Putnam Avenue, Old Greenwich, Connecticut 06870 at 9:00 A.M. on Tuesday, June
18, 2002 for the following purposes:

(1) To elect eleven directors for the ensuing year;

(2) To consider and act upon a proposal to ratify the appointment of
McGladrey & Pullen, LLP as independent auditor for the year ending December 31,
2002; and

(3) To transact such other business as may be properly brought before the
Annual Meeting.

The close of business on April 25, 2002 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Annual Meeting and at any adjournments thereof.

Whether or not you expect to be present at the meeting, please mark, date,
sign and return the enclosed form of proxy in the stamped and addressed envelope
provided. No postage is required. If you desire to vote your shares in person at
the meeting, your proxy will not be voted.

By Order of the Board of Directors

Angelo De Caro

Chairman & Chief Executive Officer

Stamford, Connecticut
April 30, 2002

PATRIOT NATIONAL BANCORP, INC.
900 Bedford Street
Stamford, Connecticut 06901
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PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 18, 2002
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INTRODUCTION

This Proxy Statement (this "Proxy Statement") is being furnished in
connection with the solicitation by the Board of Directors of Patriot National
Bancorp, Inc. ("Bancorp") of proxies from holders of Bancorp's Common Stock,
$2.00 par value ("Common Stock"), to be voted at the Annual Meeting of
Shareholders to be held on June 18, 2002 and at any adjournments thereof. The
time and place of the Annual Meeting, as well as the purposes therefor, are set
forth in the accompanying Notice of Annual Meeting. The approximate date on
which this Proxy Statement and the enclosed proxy are first being sent or given
to shareholders is May 7, 2002. In addition to solicitation by mail, directors,
officers and certain management employees of Bancorp or its subsidiary, Patriot
National Bank (the "Bank"), may solicit by telephone or in person the return of
signed proxies from shareholders without additional remuneration therefor.

Any proxy given by a shareholder may be revoked at any time before its
exercise, and any shareholder who executes and returns a proxy and who attends
the Annual Meeting may withdraw the proxy at any time before it is voted and
vote his or her shares in person. A proxy may also be revoked by submitting a
duly executed proxy bearing a later date or by giving notice to the Secretary of
Bancorp in writing (at Bancorp's address indicated above) or in open meeting
prior to the taking of a vote.

Unless so revoked, the proxy will be voted at the Annual Meeting, and
unless authorization to vote for the election of directors or for any particular
nominee is withheld, the shares represented by such proxy will be voted FOR the
nominees set forth in this Proxy Statement with the votes cumulated as
determined by the proxy holders. If authorization to vote for any nominee or
nominees is withheld in a proxy, the votes of the shares represented thereby
will be distributed among the remaining nominees in the manner determined by the
persons named in the proxy, unless contrary instructions are given. Proxies
containing instructions on Proposal 2 (the ratification of the appointment of
McGladrey & Pullen, LLP as independent auditor for 2002) will be voted in
accordance with such instructions. If no instructions are contained on Proposal
2, proxies will be voted FOR the proposal. Other than for elections of directors
where the holders of the Common Stock have cumulative voting or as otherwise
required by law or regulation, the By-laws of Bancorp provides that all matters
requiring shareholder action must be approved by shareholders by a majority of
the votes cast. Under the By-laws of Bancorp, approval of Proposal 2 requires
the affirmative vote of a majority of the votes cast at the Annual Meeting. An
abstention or a broker non-vote will be counted for purposes of determining
whether a quorum is present but will not be counted as votes cast.

VOTING SECURITIES AND PRINCIPAL HOLDERS

The record date for determining shareholders entitled to notice of and to
vote at the Annual Meeting and any adjournments thereof has been set as April
25, 2002 (the "Record Date"). As of the Record Date, there were 2,400,525 shares
of Common Stock outstanding and entitled to vote at the Annual Meeting. Each
share of Common Stock is entitled to one vote multiplied by the number of
directors to be elected with respect to the election of directors and to one
vote on each other matter submitted to the Annual Meeting.

Other than Angelo De Caro, who is the Chairman and Chief Executive Officer
and a director of Bancorp, and Fred A. DeCaro, Jr., who is a director of Bancorp
and an Executive Vice President of the Bank, there is no

person who, to the knowledge of Bancorp's Board of Directors, owns beneficially
more than 5% of the outstanding Common Stock. Information as to the number of
shares of Common Stock owned by each director of Bancorp and by each nominee for
election as a director of Bancorp is set forth below under "ELECTION OF
DIRECTORS."

To the knowledge of Bancorp, no arrangement exists the operation of which
might result in a change in control of Bancorp. However, Angelo De Caro has
received authority from the Federal Reserve Bank of New York to acquire up to
35% of the Common Stock.

PROPOSAL 1.
ELECTION OF DIRECTORS

Nominees

The number of directors to be elected at the Annual Meeting has been set at
eleven by action of the Board of Directors in accordance with the Certificate of
Incorporation and the By-laws of Bancorp. The directors are elected annually by
the shareholders by ballot. With respect to the election of directors, the
holders of Common Stock have cumulative voting. Cumulative voting means that
each share of Common Stock is entitled to one vote multiplied by the number of
directors to be elected. Such votes may be cumulated and cast for a single
candidate or may be distributed among two or more candidates in the manner
selected by the shareholder. In the event a shareholder submitting a proxy does
not specify how the votes attributable to the shares represented thereby are to
be distributed, the persons named in the proxy will determine how such votes are
to be distributed among the candidates. The nominees receiving the largest
number of votes will be elected. Each director holds office until the next
Annual Meeting of Shareholders and until his or her successor is elected and
qualifies (or until his or her earlier resignation, death or removal). Each of
the nominees has consented to being named in this Proxy Statement and to serve
as a director if elected. Each of the nominees is currently a director of
Bancorp. Each of the directors also serves as a director of the Bank.

The persons named in the form of proxy to represent shareholders at the
Annual Meeting are John J. Ferguson, L. Morris Glucksman and Richard Naclerio
and each of them. It is the intention of the persons named in the proxy to vote
FOR the election of the nominees named herein unless authority to vote is
withheld with respect to one or more nominees. In the event that any nominee for
director should become unavailable for election for any reason, the persons
named in the proxy will consult with Bancorp's management and use their
discretion in deciding whether and how to vote the shares represented by such
proxies.

The names of the nominees for election as directors are set forth below,
together with their principal occupations and employment, directorships in
companies with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934 or subject to the requirements of Section 15(d)
of that Act and any company registered as an investment company under the
Investment Company Act of 1940, directorships in other companies, ages, lengths
of service as directors and the number and percentage of shares of Common Stock
beneficially owned by each as of April 25, 2002, based on information furnished
by the nominees. Each of the directors became a director of Bancorp upon its
acquisition of the Bank in 1999 other than Charles F. Howell who became a
director in 2000, John J. Ferguson and Robert F. O'Connell who became directors
in 2001and Paul C. Settelmeyer who served as a director of Bancorp from 1999
until his term expired in June 2000. Mr. Settelmeyer was re-elected to the board
of directors of Bancorp and the Bank in April 2001. Service as a director for
purposes of this presentation includes the period of service as a director of
the Bank prior to Bancorp's acquisition of the Bank. Each of the persons named
below has a business address c/o Patriot National Bancorp, Inc., 900 Bedford
Street, Stamford, Connecticut 06901. There is no arrangement or understanding
between any director and any other person or persons pursuant to which such
director was or is to be selected as a director or nominee. There is no family
relationship between any director and any executive officer of Bancorp or the
Bank.

Each of the nominees has held the principal occupation listed for the past
five years, with the exception of Mr. Angelo De Caro, Mr. Fred DeCaro, Jr., Mr.
Howell, Mr. O'Connell and Mr. Wolford.

Position and Offices With Shares Beneficially
Bancorp Presently Held and Director Owned and Percent
Name Age Principal Occupations and Employment Since of Class (1)
---- --- ------------------------------------ ----- ---------

Angelo De Caro............ 59 Director of Bancorp and the Bank; Chairman and 1998 616,200
Chief Executive Officer of Bancorp since 2001; 25.67%
President and Chief Executive Officer of
Bancorp from its organization in December 1999
to 2001; Chairman of the Board of Directors of
the Bank since September 2000; Chief Executive
Officer of the Bank from June 1999 until
October 2000; private investor from 1996 to
present; former Partner of Goldman, Sachs &
Co. from 1979 to 1996.

Fred A. DeCaro, Jr. ...... 59 Director of Bancorp and the Bank; Chairman of 1993 130,739(2)
the Board of Directors and Executive Vice 5.37%
President of Bancorp from its organization
in December 1999 to 2001; Secretary of
Bancorp from December 1999 until June 2000;
Chairman of the Board of Directors of the
Bank from its organization until September
2000; Executive Vice President of the Bank
since March, 1996.
John J. Ferguson........... 62 Director of Bancorp and the Bank; Senior 2001 1,000
Partner of the law firm of Bleakley Platt & 0.04%
Schmidt LLP.

John A. Geoghegan.......... 60 Director of Bancorp and the Bank; practicing 1998 5,917
attorney in Rye, New York; former Director of 0.25%
Barclays Bank, N.A. for over eighteen years.

L. Morris Glucksman......... 54 Director of Bancorp and the Bank; practicing 1993 57,891(3)
attorney in Stamford, Connecticut. 2.39%

Charles F. Howell........... 53 Director of Bancorp and the Bank; President of 2000 10,000
Bancorp since 2001;Vice Chairman of Bancorp 0.42%
and President and Chief Executive Officer of
the Bank since October 2000; Director and
President of Summit Bank Connecticut from 1998
to 2000; Executive Vice President, Chief
Operating Officer and Director of NSS Bank
from 1994 to 1998 and NSS Bancorp from the
date of formation in 1997 until 1998.

Michael Intrieri............ 58 Director of Bancorp and the Bank; facilitator 1993 36,856(4)
in Stamford, Connecticut Public School System; 1.53%
Ed. D. in education and counseling; real
estate broker.

Richard Naclerio............ 70 Director of Bancorp and the Bank; real estate 1995 61,500(5)
developer; retired Chairman of RAN Consulting 2.55%
Corporation; private investor.

Robert F. O'Connell......... 53 Director of Bancorp and the Bank; Senior 2001 5,120
Executive Vice President and Chief Financial 0.21%
Officer of Bancorp and the Bank since 2001;
Executive Vice President and Chief
Financial Officer of Bancorp and the Bank
from 2000 to 2001; Senior Vice President
and Chief Financial Officer of New Canaan
Bank and Trust Company or Treasurer/Senior
Financial Officer of its successor, Summit
Bank, New Canaan, Connecticut, from 1994 to
2000.

Paul C. Settelmeyer......... 57 Director of Bancorp and the Bank; Director of 2001 14,800
Bancorp from December 1999 to June 2000; 0.62%
Director of the Bank from 1998 until June
2000; financial consultant working with
banks, mortgage companies and other
financial institutions.

Philip W. Wolford........... 54 Director of Bancorp and the Bank; Chief 1994 19,468(6)
Operating Officer and Secretary of Bancorp and 0.81%
the Bank since June 2000; President of
Bancorp from December 1999 until June 2000;
President of the Bank from September, 1994
until June 2000.

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(1) A "beneficial owner" of a security for purposes of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended, includes any person who,
directly or indirectly, has or shares voting power and/or investment power,
although not necessarily the economic benefit, with respect to that
security. In addition, a person is deemed to be the beneficial owner of a
security which such person has the right to acquire within 60 days upon
exercise of an option or warrant.

(2) Includes 573 shares held in Mr. DeCaro's IRA account and 11,667
shares held in joint tenancy with Frances DeCaro, Mr. DeCaro's wife; also
includes 34,000 shares which Mr. DeCaro has the right to acquire within 60
days upon exercise of options.

(3) Includes 3,200 shares held by Mr. Glucksman as Trustee for Roslyn
Glucksman, Mr. Glucksman's wife; 5,500 shares held by Mr. Glucksman as
Trustee for Rayna Glucksman, Mr. Glucksman's daughter; 5,500 shares held by
Mr. Glucksman as Trustee for Janna Glucksman, Mr. Glucksman's daughter;
10,800 shares held as Trustee for other than immediate family members; also
includes 16,000 and 1,133 shares which Mr. Glucksman has the right to
acquire within 60 days upon exercise of options and warrants, respectively.

(4) Includes 1,800 shares held in joint tenancy with Karen Intrieri, Mr.
Intrieri's wife; 600 shares held by Michael J. Intrieri, Mr. Intrieri's
son; 600 shares held by Jason Intrieri, Mr. Intrieri's son; 9,000 shares as
trustee for the Estate of Kathleen Duffy Intrieri; also includes 10,000
shares which Mr. Intrieri has the right to acquire within 60 days upon
exercise of options.

(5) Includes 15,000 shares which Mr. Naclerio has the right to acquire within
60 days upon exercise of options.

(6) Includes 84 shares held in joint tenancy with, Regine Vantieghem, Mr.
Wolford's wife; 83 shares held in joint tenancy with Jack A. Wolford, Mr.
Wolford's father; 83 shares held in joint tenancy with Kathryn

Rachel Wolford, Mr. Wolford's mother; includes 9,000 shares which Mr.
Wolford has the right to acquire within 60 days upon exercise of options.

The following table provides information concerning the executive officers
of Bancorp and the Bank.

Name Age Office Currently Held

Angelo De Caro 59 Chairman and Chief Executive Officer of
Bancorp and Chairman of the Board of
Directors of the Bank

Charles F. Howell 53 President and Vice Chairman of Bancorp and
President and Chief Executive Officer of
the Bank

Robert F. O'Connell 53 Senior Executive Vice President and Chief
Financial Officer of Bancorp and the Bank

Philip W. Wolford 54 Chief Operating Officer and Secretary of
Bancorp and the Bank

Fred A. DeCaro, Jr. 59 Executive Vice President of the Bank

Todd Brown 38 Executive Vice President of the Bank

John Kantzas 66 Executive Vice President and Cashier of the
Bank

Martin G. Noble 52 Executive Vice President of the Bank

Marcus Zavattaro 37 Executive Vice President of the Bank

Information about the business experience of Mr. A. De Caro, Mr. Howell,
Mr. O'Connell, Mr. Wolford and Mr. F. DeCaro is set forth above.

Mr. Brown has been an Executive Vice President of the Bank since July 1999.
From 1994 to July 1999, he was Vice President of Pinnacle Financial Corp., a
mortgage broker.

Mr. Kantzas has been Executive Vice President and Cashier of the Bank since
1994.

Mr. Noble has been Executive Vice President and Senior Loan Officer of the
Bank since February 1999. From 1996 to 1999, he was Vice President and Manager -
Risk Management for Cityscape Corporation, a mortgage banking company..

Mr. Zavattaro has been an Executive Vice President of the Bank since July
1999. From 1994 to July 1999, he was President of Pinnacle Financial Corp., a
mortgage broker.

The number of shares of Common Stock beneficially owned by Mr. A. De Caro,
Mr. Howell, Mr. O'Connell, Mr. Wolford and Mr. F. DeCaro is set forth above in
the table listing the nominees for election as director. Messrs. Brown, Kantzas,
Noble and Zavattaro beneficially own 49,170, 1,916, 866 and 91,011 shares of
Common Stock, respectively (which includes no shares which can be acquired
within 60 days on exercise of options). In addition, Salvatore Trovato, who is
currently a director of Bancorp and the Bank and is not standing for reelection
at the Annual Meeting, beneficially owns 27,837 shares of Common Stock
(including 27,480 shares which could be acquired within 60 days upon exercise of
options and warrants) respectively. The directors and executive officers of
Bancorp beneficially own an aggregate of 1,102,809 shares of Common Stock (or
43.9%)

(including 104,000 and 8,615 shares which could be acquired within 60 days upon
exercise of options and warrants, respectively).

Meetings and Committees of the Board

During 2001, the Board of Directors of Bancorp met 12 times. All nominees
named herein attended at least 75% of the total number of meetings of Bancorp's
Board of Directors and of those Board committees on which he served which were
held during 2001. Mr. Trovato, a current director who is not standing for
re-election, attended fewer than 75% of the total number of meetings of
Bancorp's Board of Directors and of those Board committees on which he served
which were held during 2001.

The members of the Board of Directors devote time and talent to certain
standing and ad hoc committees of Bancorp and the Bank. Among these committees
are the Executive Committee, the Audit Committee, the Loan Committee and the
Personnel Committee, whose members and principal functions are described below.
Bancorp does not have a standing nominating committee of the Board of Directors.

The functions of the Executive Committee include monitoring the
implementation by management of policies established by the Board of Directors,
and exercising, when the Board of Directors is not in session, all other powers
of the Board of Directors that may lawfully be delegated, and reviewing for
approval any contracts with third parties authorized by the Board of Directors
prior to execution thereof. The members of the Executive Committee are currently
Messrs. A. De Caro, F. DeCaro, Geoghegan, Howell, Ferguson and Trovato. During
2001, the Executive Committee of Bancorp did not meet.

The functions of the Audit Committee include reviewing and recommending
policies regarding internal audit and credit review, establishing and
implementing policies to comply with applicable regulations, monitoring
compliance with investment policies, auditing at least once each calendar year
and within fifteen months of the last audit of the affairs of Bancorp or causing
suitable audits to be made by auditors responsible only to the Board of
Directors and reporting the result of such audit in writing to the Board of
Directors at its next regular meeting thereafter. The Audit Committee or its
Chairman also discusses with the independent auditor the auditor's review of
Bancorp's unaudited quarterly financial statements. The members of the Audit
Committee are currently Messrs. Ferguson, Glucksman, Intrieri, Naclerio and
Settelmeyer. During 2001, the Audit Committee of Bancorp met 8 times.

The functions of the Loan Committee include examining, reviewing and
approving loans, reviewing and approving loan policies and establishing
appropriate levels of credit risk and exercising, when the Board of Directors is
not in session, all other powers of the Board of Directors regarding extensions
of credit that may lawfully be delegated. The members of the Loan Committee are
currently Messrs. A. De Caro, F. DeCaro, Howell, Intrieri, Naclerio, O'Connell,
Settelmeyer and Wolford. During 2001, the Loan Committee of Bancorp met 28
times.

The functions of the Personnel Committee include reviewing and recommending
policies with respect to a comprehensive personnel policy, staffing
requirements, personnel compensation and benefits issues and performance review
of certain identified officer positions. The Personnel Committee also reviews
management's implementation of established policies and personnel compliance
issues. The members of the Personnel Committee are currently Messrs. A De Caro,
Geoghegan, Glucksman, Howell, Intrieri, Naclerio, O'Connell, Trovato and
Wolford. During 2001, the Personnel Committee of Bancorp met 6 times.

SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Bancorp's officers and directors, and persons who own more than 10% of Bancorp's
Common Stock, to file reports of ownership and

changes in ownership of Bancorp's securities with the Securities and Exchange
Commission. Officers, directors and greater than 10% beneficial owners are
required by applicable regulations to furnish Bancorp with copies of all forms
they file pursuant to Section 16(a). Based solely upon a review of the copies of
the forms furnished to Bancorp, and written representations from certain
reporting persons that no Forms 5 were required, Bancorp believes that during
2001, filing requirements under Section 16(a) applicable to the officers and
directors of Bancorp were not complied with in a timely manner for the
following: Mr. A. De Caro filed two late Forms 4 reporting six transactions and
Mr. Ferguson was late in filing his Form 3. Bancorp is aware that Mr. Trovato's
ownership of Common Stock changed during 2001 but received a copy of only one
Form 4 filed by him for one transaction.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation of Directors

Directors of Bancorp do not receive compensation for service as members of
the Board of Directors or committees thereof. However, non-officer directors of
the Bank receive a fee of $500 for each meeting of the Board of Directors
attended, and $400 for each meeting of a standing committee of the Board of
Directors attended. In addition, non-officer directors who serve as the chair of
a board committee that meets at least four times in a year receive an additional
$2,000 per year.

The Bank had adopted a policy whereby members of its Board of Directors who
were in office immediately prior to the 1997 Annual Meeting of Shareholders
would receive, upon retirement from the Board of Directors prior to reaching the
Bank's mandatory retirement age for Board members of 72, or upon other
termination of service as a Board member, other than removal for cause, 1,500
restricted shares of Common Stock in equal annual installments of 500 shares
over the consecutive three-year period following such retirement; provided that
in order to receive such shares such individual must serve on and attend the
meetings of the advisory board of the Bank during such three-year period.

Individuals who first became directors after the Bank's 1997 Annual Meeting
of Shareholders and continue as directors of Bancorp will be entitled to shares
of Common Stock upon retirement from the Board of Directors prior to reaching
Bancorp's mandatory retirement age for Board members of 72, or upon other
termination of service as a Board member, other than removal for cause, in the
same amount and on the same terms and conditions set forth above, except that
such Board members must serve as Board members for five years prior to being
eligible for such shares of Common Stock. Bancorp has assumed the Bank's
obligations under these policies and will issue Common Stock in accordance with
them.

Cash Compensation of Executive Officers

The following table sets forth the aggregate cash compensation earned for
services in all capacities paid by the Bank and Bancorp for the years ended
December 31, 2001, 2000 and 1999, to Angelo De Caro, Charles F. Howell, Robert
F. O'Connell, Todd Brown and Marcus Zavattaro (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation
------------------- ----------------------
Awards Payouts
------------------------ ------------------------
Other
Annual Restricted Securities
Compen- Stock Underlying LTIP All Other
Name and Salary Bonus sation Award(s) Options/ Payouts Compensation
Principal Position Year ($) ($) ($) ($) SARs (#) ($) ($)
------------------ ---- -------------------------------- ----------- -------- --------- ------------

Angelo De Caro, 2001 75,000 25,500
Chairman and Chief 2000 56,300
Executive 1999 20,947 2,899(1)
Officer of Bancorp
and Chairman of the
Bank

Charles F. Howell, 2001 161,923 65,500 205(4) 14,060
President and Vice 2000(2) 30,769
Chairman of Bancorp
and President and
Chief Executive
Officer of the Bank

Robert F. O'Connell 2001 131,718 40,500 472(4)
Senior Executive Vice 2000(3) 98,191 5,300
President and Chief
Financial Officer of
Bancorp and the Bank

Todd Brown 2001 150,000 35,670 1,178(4)
Executive Vice 2000 150,000 300 726(4)
President of 1999 63,000 13,580 64(4)
the Bank

Marcus Zavattaro 2001 150,000 82,563 290(4)
Executive Vice 2000 150,000 300
President of 1999 63,000 13,580
the Bank

(1) Represents compensation for attendance at meetings of the Board of
Directors and committees thereof.

(2) Mr. Howell became an executive officer of Bancorp and the Bank in 2000.

(3) Mr. O'Connell became an executive officer of Bancorp and the Bank in 2000.

(4) Represents contributions made to Executives' 401(k) account.

Other Remuneration

Neither Bancorp nor the Bank afforded any personal benefits for executive
officers during 2001 that might be attributable to normal management or
executive fringe benefits such as automobiles.

Employment and Change in Control Agreements

Bancorp and the Bank entered into an agreement pursuant to which Charles F.
Howell is employed to serve as President and Chief Executive Officer of the Bank
for a period of three years ending in October, 2003. Mr. Howell's base salary
for the first year was fixed at $160,000 and will increase by $10,000 (or such
larger amount as determined by the Board of Directors) for each subsequent year
and for a discretionary cash bonus to be determined by the Board of
Directors.The agreement with Mr. Howell provides that Bancorp will grant shares
of Common Stock to Mr. Howell on December 31, 2000 and annually thereafter
through December 31, 2003. The number of shares to be granted is based on 30% of
Mr. Howell's stipulated base salary for the preceding annual employment period,
as defined, and such shares granted will vest and be distributed to him in four
annual installments (with any balance distributed upon termination of employment
other than for cause). Under certain circumstances, the stock grant may be
settled in cash. Payments to Mr. Howell for 2001 pursuant to these arrangements
for stock grants are reflected as "LTIP Payouts" in the Summary Compensation
Table. The agreement also provides for the grant of options to purchase a
minimum of 10,000 shares of Common Stock on December 31, 2000 and annually
thereafter through December 2002, and on October 16, 2003 (or December 31, 2003
if Mr. Howell remains employed by the Bank). In the event that Bancorp does not
have stock options available to grant at any of the stipulated dates, which was
the case at December 31, 2000 and 2001, Mr. Howell may then elect, on a future
determination date, as defined, to be chosen by him, to receive cash
compensation equal to the difference between the value of the Common Stock at
the time the options would have been granted and the value of the Common Stock
on the determination date. Bancorp, the Bank and Mr. Howell have agreed that any
such stock option or cash payments in lieu thereof will vest over four years.

If Mr. Howell's employment is terminated for cause (as defined in the
agreement) or because of his death or disability, all unvested restricted stock
awards and options will be forfeited. In the event of Mr. Howell's termination
of employment for any reason, including a termination following a change of
control (as defined in the agreement), all restricted stock awards and options
will vest immediately.

In the event of the early termination of the agreement with Mr. Howell for
any reason other than cause, he would be entitled to receive a lump sum payment
equal to the greater of the aggregate salary payments that would be made to him
for the remaining term of the agreement or 18 months of his stipulated base
salary at the time of termination.In connection with a change of control (as
defined in the agreement), in addition to immediate vesting of all restricted
stock awards and options or cash payments in the lieu thereof, Mr. Howell would
be entitled to receive a lump sum cash payment equal to two times the greater of
Mr. Howell's then annual base salary, Mr. Howell's cash compensation from the
Bank for services rendered for the last full calendar year immediately preceding
the change of control, or Mr. Howell's average annual cash compensation for the
two most recent taxable years ending before the date on which the change of
control occurs.

Bancorp and the Bank entered into an agreement pursuant to which Robert F.
O'Connell is employed to serve as Chief Financial Officer of the Bank for a
period of three years ending in September 2004. Mr. O'Connell's base salary for
each year under the contract is currently $140,000, subject to review and
increase by the Board of Directors each year. If Mr. O'Connell's employment is
terminated other than for cause (as defined in the agreement) or because of
death, Mr. O'Connell would be entitled to a lump sum payment equal to the
aggregate salary payments (based on the rate then in effect) for the balance of
the employment period. If Mr. O'Connell's employment is terminated without cause
following a change of control (as defined), he would be entitled to receive the
greater of the amount described in the preceding sentence or the amount payable
pursuant to his change of control agreement described below.

The Bank has also entered into a change of control agreement with Mr.
O'Connell pursuant to which he would be entitled to receive a lump sum cash
payment if a change of control (as defined in the agreement) occurs while he is
a full-time officer of the Bank or within six months following his termination
of employment other than for cause (as defined in the agreement) or by reason of
his death or disability. The amount of the payment would be equal to the greater
of the then current year's base salary or Mr. O'Connell's total compensation,
including salary and any cash incentive compensation from the Bank for the last
full calendar year preceding the change of control.

Options and Stock Appreciation Rights

During 2001, Bancorp did not grant options to any of the Named Executive
Officers.

During 2001, Bancorp adopted the Patriot National Bancorp, Inc. 2001 Stock
Appreciation Rights Plan (the "Plan"). Under the terms of the Plan, Bancorp may
grant stock appreciation rights to officers of Bancorp that entitle the officers
to receive, in cash or Common Stock, the appreciation in the value of the Common
Stock from the date of grant. Each award vests at the rate of 20% per year from
the date of grant; however, portions of the grants may be forfeited if certain
Bancorp financial performance goals are not met. Any unexercised rights will
expire ten years from the date of grant.

The following table sets forth information as to stock appreciation rights
granted to Named Executive Officers during 2001. No other stock options or stock
appreciation rights were granted to any of the Named Executive Officers in 2001.

Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for SAR Term
--------------------------------
Percent of
Number of Total SARs
Securities Granted To Exercise
Underlying Employees or Base
SARs In Fiscal Price Expiration
Name Granted (#) Year ($/Sh) Date 5% ($) 10% ($)

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

Charles F.
Howell 10,000 (1) 35.7 8.28 12/31/2011 52,100 132,000

Robert F.
O'Connell 6,000 21.4 8.54 3/31/2011 32,220 81,660

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

(1) Represents rights granted to Mr. Howell in 2001 under his employment
agreement in lieu of the grant of stock options.

The following table sets forth information as to options exercised by the
Named Executive Officers during 2001 and the option values as of December 31,
2001.

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SAR's at Options/SAR's
FY-End (#) at FY-End ($)
Shares Acquired on Exercisable/ Exercisable/
Name Exercise (#) Value Realized ($) Unexercisable Unexercisable
--------------------- --------------------- ---------------------- -------------------- -----------------

Angelo De Caro -- -- -- --

Charles F. -- -- 2,500/17,500 3,125/9,350
Howell

Robert F.
O'Connell -- -- 0/6,000 0/0

Todd Brown -- -- -- --

Marcus Zavattaro -- -- -- --

REPORT BY THE AUDIT COMMITTEE

The Audit, Committee operates pursuant to a written charter adopted by
Bancorp's Board of Directors on June 8, 2000.

The Board of Directors, in its business judgment, has determined that each
of the members of the Audit Committee is independent, as required by the
applicable listing standards of the NASDAQ Stock Market, Inc.

In performing its function, the Audit, Committee has:

- reviewed and discussed the audited financial statements of Bancorp as
of and for the year ended December 31, 2001 with management and with
McGladrey & Pullen, LLP, Bancorp's independent public auditor for
2001;

- discussed with Bancorp's independent auditor the matters required to
be discussed by Statement on Auditing Standards No. 61 (Communication
with Audit Committees), as currently in effect; and

- received the written disclosures and the letter from the independent
auditors required by Independence Standards Board Standard No. 90
(Independence Discussions with Audit Committees), as currently in
effect, and has discussed with the independent auditors the
independent auditors' independence. The Audit Committee has considered
whether the provision of non-audit services by the independent

auditor to Bancorp is compatible with maintaining the accountants'
independence and has discussed with McGladrey & Pullen, LLP their
independence.

Based on the foregoing review and discussions, the Audit Committee
recommended to the Board of Directors that Bancorp's audited financial
statements be included in its Company's Annual Report on Form 10-KSB for the
year ended December 31, 2001 for filing with the Securities and Exchange
Commission.

THE 2001 AUDIT COMMITTEE
Herbert A. Bregman, Chairman
John J. Ferguson
L. Morris Glucksman
Michael Intrieri
Richard Naclerio
Paul C. Settelmeyer

Dated: April 17, 2002

THE REPORT OF THE AUDIT COMMITTEE SHALL NOT BE DEEMED INCORPORATED BY
REFERENCE INTO ANY FILING UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THAT BANCORP SPECIFICALLY
INCORPORATES IT BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED TO BE FILED
UNDER SUCH ACTS.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In the ordinary course of business, the Bank has made loans to officers and
directors (including loans to members of their immediate families and loans to
companies that a director owns 10% or more of). In the opinion of management,
all of such loans were made in the ordinary course of business of the Bank on
substantially the same terms, including interest rates and collateral
requirements, as those then prevailing for comparable transactions with other
persons and did not involve more than the normal risk of collectibility or
present other unfavorable features.

The Bank has entered into a sublease with one of its directors, L. Morris
Glucksman, Esq., for approximately 1,100 square feet of space in the building at
900 Bedford Street at a rental rate equal to the rental rate paid from time to
time by the Bank. The term of the sublease with Mr. Glucksman expires in 2004.

PROPOSAL 2.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR

The Board of Directors of Bancorp has selected McGladrey & Pullen, LLP,
independent auditors, to audit the books, records and accounts of Bancorp for
the year ending December 31, 2002. In accordance with a resolution of the Board
of Directors, this selection is being presented to the shareholders for
ratification at the Annual Meeting.

The firm of McGladrey & Pullen, LLP has served as independent auditor of
Bancorp since its organization and is considered to be well qualified. Bancorp
has been advised by McGladrey & Pullen, LLP that it has no direct financial
interest nor any material indirect financial interest in Bancorp other than that
arising from the firm's employment as independent auditor.

If the shareholders do not ratify the selection of McGladrey & Pullen, LLP,
the selection of independent auditor will be reconsidered by the Board of
Directors.

The Board of Directors recommends that you vote "FOR" Proposal 2.

INDEPENDENT AUDITORS

The auditors of Bancorp are McGladrey & Pullen, LLP. McGladrey & Pullen,
LLP performs both audit and non-audit professional services for and on behalf of
Bancorp. During 2001, the audit services included an audit of the consolidated
financial statements of Bancorp and a review of certain filings with the
Securities and Exchange Commission. All professional services rendered by
McGladrey & Pullen, LLP during 2001 were furnished at customary rates and terms.

The following table sets forth information regarding the aggregate fees for
services rendered by McGladrey & Pullen, LLP for the fiscal year ended December
31, 2001:

Audit Fees

McGladrey & Pullen, LLP billed Bancorp $97,347 for professional services
rendered for the audit of Bancorp's annual financial statements for fiscal year
2001 and the reviews of the financial statements included in the Bancorp's
Quarterly Reports on Form 10-Q filed for the first three quarters of 2001.

Financial Information Systems Design and Implementation Fees

McGladrey & Pullen, LLP did not render any services relating to financial
information systems design and implementation for the year ended December 31,
2001.

All Other Fees

Aggregate fees billed for all other services rendered by McGladrey &
Pullen, LLP for the year ended December 31, 2001 were $26,457.

Representatives of McGladrey & Pullen, LLP will be present at the Annual
Meeting and will be provided the opportunity to make a statement and to respond
to appropriate questions which may be asked by shareholders.

SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING

Any shareholder who intends to present a proposal at the Annual Meeting of
Shareholders to be held in 2003 is advised that, in order for such proposal to
be included in the Board of Directors' proxy material for such meeting, the
proposal must be received by Bancorp at its principal executive office no later
than January 7, 2003 directed to Angelo De Caro, Patriot National Bancorp, Inc.,
900 Bedford Street, Stamford, Connecticut 06901.

If any shareholder proposes to make any proposal at the 2003 Annual Meeting
which proposal will not be included in Bancorp's proxy statement for such
meeting, such proposal must be received by March 24, 2003 to be considered
timely for purposes of Rule 14a-4(c) under the Securities Exchange Act of 1934
(the "Exchange Act"). The form of proxy distributed by the Board of Directors
for such meeting will confer discretionary authority to vote on any such
proposal not received by such date. If any such proposal is received by such
date, the proxy statement for the meeting will provide advice on the nature of
the matter and how Bancorp intends to exercise its discretion to vote on each
such matter.

COST OF SOLICITATION

Bancorp will bear the cost of preparing, assembling and mailing the notice,
proxy statement and proxy for the Annual Meeting. Solicitation of proxies will
be primarily through the use of the mails, but regular employees of Bancorp may
solicit proxies by personal contact, by telephone or by telegraph without
additional remuneration therefor. Banks, brokerage houses and other
institutions, nominees or fiduciaries will be notified and supplied with

sufficient copies of proxies, proxy soliciting material and annual reports in
order to obtain authorization for the execution of proxies by their beneficial
holders. Bancorp will, upon request, reimburse banks, brokerage houses and other
institutions, nominees and fiduciaries for their reasonable expenses in
forwarding proxy material to their beneficial holders. All expenses associated
with the solicitation of proxies in the form enclosed will be borne by Bancorp.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors knows of no
other matters to be voted upon at the Annual Meeting. Because Bancorp did not
receive advance notice of any shareholder proposal in accordance with the time
limit specified in Rule 14a-4(c) under the Exchange Act, it will have
discretionary authority to vote on any shareholder proposal presented at the
Annual Meeting. If any other matters properly come before the Annual Meeting, it
is the intention of the persons named in the enclosed proxy to vote said proxy
in accordance with their judgment on such matters.

ANNUAL REPORT ON FORM 10-KSB

BANCORP, UPON WRITTEN REQUEST, WILL PROVIDE WITHOUT CHARGE TO EACH PERSON
ENTITLED TO VOTE AT THE ANNUAL MEETING A COPY OF ITS ANNUAL REPORT ON FORM
10-KSB FOR THE YEAR ENDED DECEMBER 31, 2001, INCLUDING THE FINANCIAL STATEMENTS
AND SCHEDULES THERETO. WRITTEN REQUESTS MUST BE DIRECTED TO:

Robert F. O'Connell
Patriot National Bancorp, Inc.
900 Bedford Street
Stamford, Connecticut 06901

COPIES OF SAID ANNUAL REPORT ON FORM 10-KSB WILL NOT INCLUDE THE EXHIBITS
THERETO, BUT WILL INCLUDE A LIST DESCRIBING THE EXHIBITS NOT INCLUDED, COPIES OF
WHICH WILL BE AVAILABLE AT A COST OF ONE DOLLAR PER PAGE.

By Order of the Board of Directors

ANGELO DE CARO

Chairman and Chief Executive Officer

Stamford, Connecticut
April 30, 2002

REVOCABLE PROXY
PATRIOT NATIONAL BANCORP, INC.

|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE

PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 18, 2002

The undersigned hereby appoints John J. Ferguson, L. Morris Glucksman and
Richard Naclerio, and each of them, as proxies for the undersigned with full
powers of substitution to vote all shares of the Common Stock, par value $2.00
(the "Common Stock"), of Patriot National Bancorp, Inc. ("Bancorp") which the
undersigned may be entitled to vote at the Annual Meeting of Shareholders of
Bancorp to be held at The Hyatt Regency, 1800 East Putnam Avenue, Old Greenwich,
Connecticut 06870, at 9:00 A.M., on June 18, 2002 or any adjournment thereof as
follows:

For All
For Withhold Except
1. Election of directors. |_| |_| |_|
Proposal to elect the persons
listed below as directors of
Bancorp.

Angelo De Caro, Fred A. DeCaro, Jr., John J. Ferguson, John A. Geoghegan, L.
Morris Glucksman, Charles F. Howell, Michael Intrieri, Richard Naclerio, Robert
F. O'Connell, Paul C. Settelmeyer and Philip W. Wolford

INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name(s) in the space provided below.

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

For Against Abstain
2. Proposal to ratify the |_| |_| |_|
appointment of McGladrey &
Pullen, LLP as independent
auditor for the year ending
December 31, 2002.

In their discretion the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting of Shareholders or any
adjournment thereof.

To help our preparations for the meeting,
please check here if you plan to attend. [ ]

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS SPECIFIED, THIS PROXY WILL BE
VOTED "FOR" THE ELECTION OF ALL NOMINEES LISTED IN PROPOSAL 1 AND "FOR" PROPOSAL
2. THE VOTES ENTITLED TO BE CAST BY THE SHAREHOLDER WILL BE DIVIDED AMONG THE
NOMINEES FOR WHOM THE PROXIES ARE AUTHORIZED TO VOTE IN SUCH MANNER AS MAY BE
DETERMINED BY THE PROXIES. Please sign exactly as your name(s) appear(s) hereon.
When signing as attorney, executor, administrator, trustee, guardian or for a
corporation, please give your full title as such. If shares are owned jointly,
both owners should sign.

The undersigned acknowledges receipt of the Notice of Annual Meeting and Proxy
Statement.

Please be sure to sign and date Date
this Proxy in the box below.

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

------------------------------------------------------------
Shareholder sign above Co-holder (if any) sign above

Detach above card, sign, date and mail in postage paid envelope provided

PATRIOT NATIONAL BANCORP, INC.

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

PLEASE ACT PROMPTLY
MARK, SIGN, DATE & MAIL YOUR PROXY CARD TODAY

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

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

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