CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
PATRIOT NATIONAL BANCORP, INC.
The undersigned, being a duly authorized officer of Patriot National Bancorp, Inc., a corporation
organized and existing under the laws of the State of Connecticut (the "Corporation"), does hereby certify:
That Article II.(a) of the Corporation's Certificate of Incorporation be amended in its entirety to
read as follows:
The total number of shares of capital stock which the Corporation shall have the authority to
issue is 31,000,000 shares, consisting of 30,000,000 shares of common stock, par value two dollars ($2.00) per
share, and 1,000,000 shares of serial preferred stock, without par value.
Subject to all of the rights of the Preferred Stock, if any, and except as provided by law or in this
Article II (or in any certificate of designations of any series of preferred stock):
the holders of the common stock shall have the exclusive right to vote for the election of directors and
on all other matters requiring shareholder action;
dividends may be declared and paid or set apart for payment upon the common stock out of any
assets or funds of the Corporation legally available for the payment of dividends, but only when and as declared
by the Board of Directors; and
upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net
assets of the Corporation shall be distributed pro rata to the holders of the Common Stock in accordance with
their respective rights and interests.
The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of
this Article II, to provide by resolution for the issuance of the shares of preferred stock in one or more series, and
by filing a certificate pursuant to the applicable law of the State of Connecticut, to establish from time to time the
number of shares to be included in each such series, and to fix the de