Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(b) - Resignation of Executive Officer and Director

On October 23, 2012, Robert F. O'Connell notified Patriot National Bancorp, Inc. (the "Company") that he will retire from his position as Senior Executive Vice President and Chief Financial Officer of the Company and Patriot National Bank (the "Bank"), a wholly-owned subsidiary of the Company, and as a director of the Company and the Bank, in each case effective as of November 30, 2012.

Item 5.02(c) - Appointment of Executive Officer

William C. Gray has been appointed as Executive Vice President and Chief Financial Officer of the Company and the Bank, effective as of December 1, 2012. Mr. Gray, 57, has served as Senior Vice President, Accounting and Finance of the Bank since August 2011. Prior to joining the Bank, Mr. Gray served as Senior Vice President and Chief Financial Officer of Gold Coast Bank from October 2007 through July 2011.

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