EXHIBIT 10.15


                                 FIRST AMENDMENT
                                     TO THE
                      RESTATED EXECUTIVE SERVICES AGREEMENT


         This FIRST AMENDMENT TO THE RESTATED  EXECUTIVE  SERVICES  AGREEMENT is
made as of January 1, 1998 by and among Essex Bancorp, Inc.  ("Bancorp"),  Essex
Savings Bank, FSB (the "Bank") and Essex Mortgage Corporation (collectively, the
"Employers") and Gene D. Ross ("Employee").

                                   WITNESSETH:

         WHEREAS,  Employers and the Employee entered into a Restated Employment
Agreement dated as of January 1, 1998 (the "Employment Agreement"); and

         WHEREAS, the Office of Thrift Supervision,  Department of United States
Treasury  ("OTS"),  has reviewed the  Employment  Agreement and  requested  that
certain modifications be made to the Employment Agreement; and

         WHEREAS,   Employers  and  Employee  desire  to  amend  the  Employment
Agreement to comply with the OTS request.

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
set forth below, and other good and valuable consideration, the receipt of which
is hereby acknowledged, the Employers and Employee agree to amend the Employment
Agreement as follows:

         1. The last sentence of Section 3.1 is amended to read as follows:

                  In the event the Essex Employers decline or fail to renew this
                  Agreement  upon  expiration  of its Initial Term or any annual
                  renewal  term  thereafter  on the same  terms  or  terms  more
                  favorable  to the  Employee,  Bancorp  shall be deemed to have
                  terminated Employee without Cause.

         2. Section 3.7(b) of the Agreement is amended to read as follows:

                  (b) In the event a Change in Control occurs prior to or on the
                  date of termination of this Agreement, the Employee thereafter
                  shall not be  entitled  to any  severance  payment  under this
                  Agreement but shall instead be entitled to such  benefits,  if
                  any,  as are  provided  under the Change in Control  Agreement
                  dated as of January 1, 1998 by and between Essex Bancorp, Inc.
                  and  Employee.  For purposes of this  Agreement,  a "Change in
                  Control"  shall occur if and only if after December 31, 1997 a
                  "person" or "group"  (as such term is used in  Sections  13(d)
                  and 14(d) of the Securities Exchange Act of 1934), directly or
                  indirectly,  first becomes the "beneficial  owner" (as defined
                  in Rule 13d-3 under the  Securities  Exchange  Act of 1934) of
                  securities of Essex Bancorp,  Inc. representing 25% or more of
                  the combined voting power of the then  outstanding  securities
                  of Essex  Bancorp,  Inc. Any provision  herein to the contrary
                  notwithstanding, no Change in Control shall be deemed to occur
                  as a result of: (1) any transaction  prior to January 1, 1998;
                  (2) any purchase, transfer, or other disposition of the Series
                  B and Series C preferred shares of Essex Bancorp, Inc.; or (3)
                  any  exercise  or  conversion  of warrants or options of Essex
                  Bancorp,  Inc.  which  were  issued  prior  to 1996  (and  any
                  exercise,  or  conversion of such warrants or options shall be
                  disregarded  in  determining  whether a Change in Control  has
                  occurred).

         3. Section 3.7(c) of the Agreement is amended to read as follows:

                  (c) Any provision herein to the contrary notwithstanding:  (i)
                  no  severance  payment  under  Section  11(a)  shall be due to
                  Employee  if  Employer  terminates  Employee  for Cause  under
                  Section  3.3 or  Employee  resigns  without  Just Cause  under
                  Section 3.2 above.

         IN TESTIMONY  WHEREOF,  the parties have caused this First Amendment to
the Agreement to be executed as of the first day of January, 1998.

                                         ESSEX BANCORP, INC.



                                         By:  /s/ Roscoe D. Lacy, Jr.
                                            ---------------------------------
                                                  Its:  Director


                                         ESSEX SAVINGS BANK, FSB



                                         By:  /s/ Roscoe D. Lacy, Jr.
                                            ---------------------------------
                                                  Its:  Director


                                         ESSEX MORTGAGE CORPORATION



                                         By:  /s/ Gene D. Ross
                                            ---------------------------------
                                                  Its:  President



                                         /s/ GENE D. ROSS                   
                                            ---------------------------------