Edgar Filing: PATRIOT NATIONAL BANCORP INC

SCHEDULE 14A INFORMATION

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

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Check the appropriate box:

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[_] 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)

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PATRIOT NATIONAL BANCORP, INC.
900 Bedford Street
Stamford, Connecticut 06901
------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT

To Be Held on June 17, 2003

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

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 17, 2003 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,
2003; and

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

The close of business on April 30, 2003 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, 2003

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 17, 2003

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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 17, 2003 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 8, 2003. 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 2003) 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
30, 2003 (the "Record Date"). As of the Record Date, there were 2,400,725 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 L. Morris Glucksman, Michael F. Intrieri 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 the Record Date, 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 2001 and 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.

Shares Beneficially
Owned (1)
------------------------------------ Percent
-------
Position and Offices With Options and of
Bancorp Presently Held and Director ----------- --
Name Age Principal Occupations and Employment Since Shares Warrants (2) Total Class
---- --- ------------------------------------ ----- ------ ------------ ----- -----

Angelo De Caro 60 Director of Bancorp and the Bank; Chairman 1998 676,000(3) 676,000 28.16%
and Chief Executive Officer of Bancorp
since 2001; 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 60 Director of Bancorp and the Bank; Chairman 1993 96,739(4) 34,000 130,739 5.37%
of the Board of Directors and Executive
Vice 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 63 Director of Bancorp and the Bank; Senior 2001 1,000 1,000 0.04%
Partner of the law firm of Bleakley Platt &
Schmidt LLP.

John A. Geoghegan 61 Director of Bancorp and the Bank; 1998 5,917 5,917 0.25%
practicing attorney in Rye, New York;
former Director of Barclays Bank, N.A. for
over eighteen years.

L. Morris Glucksman 55 Director of Bancorp and the Bank; 1993 40,758(5) 17,133 57,891 2.39%
practicing attorney in Stamford,
Connecticut.

Charles F. Howell 54 Director of Bancorp and the Bank; 2000 16,506 16,506 0.69%
President of Bancorp since 2001;Vice
Chairman of Bancorp 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 F. Intrieri 59 Director of Bancorp and the Bank; 1993 26,856(6) 10,000 36,856 1.53%
facilitator in Stamford, Connecticut
Public School System; Ed. D. in education
and counseling; real estate broker.

Richard Naclerio 71 Director of Bancorp and the Bank; real 1995 46,500 15,000 61,500 2.55%
estate developer; retired Chairman of RAN
Consulting Corporation; private investor.

Robert F. O'Connell 54 Director of Bancorp and the Bank; Senior 2001 9,036 9,036 0.38%
Executive Vice President and Chief
Financial 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 58 Director of Bancorp and the Bank; Director 2001 14,800 14,800 0.62%
of Bancorp from December 1999 to June
2000; Director of the Bank from 1998 until
June 2000; financial consultant working
with banks, mortgage companies and other
financial institutions.

Philip W. Wolford 55 Director of Bancorp and the Bank; Chief 1994 10,468(7) 9,000 19,468 0.81%
Operating Officer and Secretary of Bancorp
and the Bank since June 2000; President of
Bancorp from December 1999 until June
2000; President of the Bank from
September, 1994 until June 2000.

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

(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.

(2) Consists of options or warrants that are exercisable within 60 days.

(3) Includes 19,000 shares for which Mr. De Caro has sole voting power but in
which he has no direct or indirect pecuniary interest.

(4) 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.

(5) 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.

(6) 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.

(7) 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.

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

Name Age Office Currently Held
---- --- ---------------------
Angelo De Caro 60 Chairman and Chief Executive Officer of
Bancorp and Chairman of the Board of
Directors of the Bank
Charles F. Howell 54 President and Vice Chairman of Bancorp and
President and Chief Executive Officer of
the Bank
Robert F. O'Connell 54 Senior Executive Vice President and Chief
Financial Officer of Bancorp and the Bank
Philip W. Wolford 55 Chief Operating Officer and Secretary of
Bancorp and the Bank
Fred A. DeCaro, Jr. 60 Executive Vice President of the Bank
Todd Brown 39 Executive Vice President of the Bank
John Kantzas 67 Executive Vice President and Cashier of the
Bank
Martin G. Noble 53 Executive Vice President of the Bank
Marcus Zavattaro 38 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 46,170, 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). The directors and executive
officers of Bancorp beneficially own an aggregate of 1,169,676 shares of Common
Stock (47.05%) (including 84,000 and 1,133 shares which could be acquired within
60 days upon exercise of options and warrants, respectively).

Meetings and Committees of the Board
------------------------------------

During 2002, 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 2002.

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 Asset and Liability 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 and Ferguson. During 2002, the
Executive Committee of Bancorp did not meet.

The functions of the Asset and Liability Committee include ensuring
adherence to the investment policies of the Bank, recommending amendments
thereto, exercising authority regarding investments and liquidity and
exercising, when the Board of Directors is not in session, all other powers of
the Board of Directors regarding investment activities that may lawfully be
delegated. The members of the Asset and Liability Committee are currently
Messrs. A. De Caro, Geoghegan, Howell, O'Connell, Settelmeyer and Wolford.
During 2002 the Asset and Liability Committee of Bancorp met three times.

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 2002, the Audit Committee of Bancorp met six 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 2002, 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 and Wolford. During 2002, the Personnel Committee of Bancorp met four
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 2002, filing requirements
under Section 16(a) applicable to the officers and directors of Bancorp were
complied with in a timely manner, except that Fred A. DeCaro was late in filing
one Form 4 with respect to 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.

In July 2002, Bancorp adopted a policy that retiring directors will
receive 1,500 shares of Common Stock or its cash equivalent in one payment.

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, 2002, 2001 and 2000, 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, 2002 84,615 57,947
Chairman and Chief 2001 75,000 25,500
Executive 2000 56,300
Officer of Bancorp
and Chairman of the
Bank

Charles F. Howell, 2002 171,154 57,947 1,572(3) 29,544
President and Vice 2001 161,923 65,500 205(3) 14,060
Chairman of Bancorp 2000(1) 30,769
and President and
Chief Executive
Officer of the Bank

Robert F. O'Connell 2002 144,284 57,947 1,573(3)
Senior Executive Vice 2001 131,718 40,500 472(3)
President and Chief 2000(2) 98,191 5,300
Financial Officer of
Bancorp and the Bank

Todd Brown 2002 158,700 108,498 1,369(3)
Executive Vice 2001 150,000 35,670 1,175(3)
President of 2000 150,000 300 726(3)
the Bank

Annual Compensation Long Term Compensation
------------------- ------------------------

Awards Payouts
------------------------ --------------------------

Marcus Zavattaro 2002 158,700 183,303 1,172(3)
Executive Vice 2001 150,000 82,563 290(3)
President of 2000 150,000 300
the Bank

(1) Mr. Howell became an executive officer of Bancorp and the Bank in 2000.
(2) Mr. O'Connell became an executive officer of Bancorp and the Bank in 2000.
(3) Represents contributions made to executives' 401(k) account.

Other Remuneration
------------------

Neither Bancorp nor the Bank afforded any personal benefits for
executive officers during 2002 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 2002 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, 2001 and 2002,
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 other 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 $150,000, 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 2002, 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. 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 2002. No other stock options
or stock appreciation rights were granted to any of the Named Executive Officers
in 2002.

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) 100 9.84 12/31/2012 61,900 156,800

-----------
(1) Represents rights granted to Mr. Howell in 2002 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 2002 and the values of options and stock
appreciation rights as of December 31, 2002.

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. -- -- 7,500/22,500 14,400/20,000
Howell

Robert F.
O'Connell -- -- 1,200/4,800 1,032/4,128

Todd Brown -- -- -- --

Marcus Zavattaro -- -- -- --

Securities Authorized for Issuance under Equity Compensation Plans
------------------------------------------------------------------

The following table presents information as of December 31, 2002 for
equity compensation plans maintained by Bancorp.

EQUITY COMPENSATION PLAN INFORMATION

Number of securities
remaining available for
Number of securities to be Weighted-average exercise future issuance under
issued upon exercise of price of outstanding equity compensation plans
outstanding options, options, warrants and (excluding securities
warrants and rights rights reflected in column (a)
(a) (b) (c)

Equity compensation plans
approved by security
holders 110,000 $10.13 -
Equity compensation plans not
approved by security holders - - -

Total 110,000 $10.13 -

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:

o reviewed and discussed the audited financial statements of Bancorp
as of and for the year ended December 31, 2002 with management and
with McGladrey & Pullen, LLP, Bancorp's independent auditors for
2002;

o 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

o received the written disclosures and the letter from the independent
auditors required by Independence Standards Board Standard No. 1
(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, 2002 for filing with the Securities and Exchange
Commission.

Paul C. Settelmeyer, Chairman
John J. Ferguson
L. Morris Glucksman
Michael F. Intrieri
Richard Naclerio

Dated: April 24, 2003

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, 2003. 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 independent 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 2002, 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 2002 were furnished at customary rates and terms.

The following sets forth information regarding the aggregate fees for
services rendered by McGladrey & Pullen, LLP for the fiscal year ended December
31, 2002:

Audit Fees
----------

McGladrey & Pullen, LLP billed Bancorp $106,292 for professional
services rendered for the audit of Bancorp's annual financial statements for
fiscal year 2002 and the reviews of the financial statements included in the
Bancorp's Quarterly Reports on Form 10-QSB filed for the first three quarters of
2002.

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, 2002.

All Other Fees
--------------

Aggregate fees billed for all other services rendered by McGladrey &
Pullen, LLP for the year ended December 31, 2002 were $26,385.

A representative 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 2004 ANNUAL MEETING

Any shareholder who intends to present a proposal at the Annual Meeting
of Shareholders to be held in 2004 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 8, 2004 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 2004 Annual
Meeting which proposal will not be included in Bancorp's proxy statement for
such meeting, such proposal must be received by March 24, 2004 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, 2002, 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, 2003

REVOCABLE PROXY
PATRIOT NATIONAL BANCORP, INC.

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
For All
PROXY SOLICITED ON BEHALF OF BOARD OF For Withhold Except
DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS 1. Election of directors. Proposal [_] [_] [_]
TO BE HELD JUNE 17, 2003 to elect the persons listed below
as directors of Bancorp.
The undersigned hereby appoints L.
Morris Glucksman, Michael F. Intrieri and Angelo De Caro, Fred A. DeCaro, Jr., John J.
Richard Naclerio and each of them, as proxies Ferguson, John A. Geoghegan, L. Morris
for the undersigned with full powers of Glucksman, Charles F. Howell, Michael F.
substitution to vote all shares of the Common Intrieri, Richard Naclerio, Robert F.
Stock, par value $2.00 (the "Common Stock"), O'Connell, Paul C. Settelmeyer and Philip W.
of Patriot National Bancorp, Inc. ("Bancorp") Wolford
which the undersigned may be entitled to vote
at the Annual Meeting of Shareholders of INSTRUCTION: To withhold authority to vote
Bancorp to be held at The Hyatt Regency, 1800 for any individual nominee, mark "For All
East Putnam Avenue, Old Greenwich, Except" and write that nominee's name(s) in
Connecticut 06870, at 9:00 A.M., on June 17, the space provided below.
2003 or any adjournment thereof as follows:

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

For Against Abstain
2. Proposal to ratify the [_] [_] [_]
appointment of McGladrey &
Pullen, LLP as independent
auditors for the year ending
December 31, 2003.
The undersigned acknowledges receipt of the
Notice of Annual Meeting and Proxy Statement. In their discretion the proxies are
authorized to vote upon such other business
Please be sure to sign and date Date: as may properly come before the Annual
this Proxy in the box below. ____________ Meeting of Shareholders or any adjournment
thereof.
_______________________________________________
Shareholder sign above Co-holder (if To help our preparations for the meeting, [__]
any) sign above please check here if you plan to attend.

-------------------------------------------------------------------------------
/\ 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

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.