EXHIBIT 10.1


                             ESSEX SAVINGS BANK, FSB

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                    ARTICLE I

                                     PURPOSE

         The Essex Savings Bank,  FSB  Supplemental  Executive  Retirement  Plan
("Plan") is intended to advance the  interest of Essex  Savings  Bank,  FSB (the
"Bank")  and its  subsidiaries  (collectively  the  "Employers")  by aiding  the
Employers in attracting and retaining key officers and management  personnel and
by motivating  senior  management to enhance the value of the Employers  through
achievement  of  corporate  profit  objectives.  The Board of Directors of Essex
Savings  Bank,  FSB believes  that the Plan is necessary to provide  competitive
retirement  benefits for key officers and will afford  flexibility in delivering
retirement  benefits in light of changing  economic,  competitive and regulatory
conditions.

                                   ARTICLE II

                                   DEFINITIONS

         The  following  terms shall have the meanings set forth in this Article
unless the context requires a different meaning:


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         Administrator.  The Bank.
         Bank.  Essex Savings Bank, FSB.

         Change in  Control.  Except as  provided  below,  a "Change in Control"
shall occur if any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Securities  Exchange Act of 1934),  other than Essex  Financial
Partners,  L.P. or a wholly owned  subsidiary  thereof,  directly or indirectly,
becomes the "beneficial  owner" (as that term is defined in Rule 13d-3 under the
Securities  Exchange Act of 1934) of  securities  of Employer,  Essex Bancorp or
Essex Financial Partners,  L.P., representing 20% or more of the combined voting
power of the then outstanding  securities of such entity;  or if a change in the
composition  of a majority of the Board occurs  within  twelve months after such
"person" or "group" (other than Essex Financial Partners, L.P. or a wholly owned
subsidiary thereof) becomes the "beneficial owner",  directly or indirectly,  of
securities  of  Employer,  Essex  Bancorp  or Essex  Financial  Partners,  L.P.,
representing  5% or more of the combined  voting  power of the then  outstanding
securities of such entity.

         Code.  The Internal Revenue Code of 1986, as amended.

         Committee.  The Executive Compensation Committee of the Bank, comprised
of outside directors and the Chief Executive Officer of the Bank as a non-voting
member.

         Compensation.  The total  compensation paid to or for a Member during a
Plan Year, including "wages" under Code Section


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3401. A Member's  compensation  shall be  calculated  prior to reduction for the
amount of the Member's  pre-tax  contributions to the Bank's Code Section 401(k)
plan and any  cafeteria  plan  maintained  by the Bank under  Section 125 of the
Code,   but   reduced  by  the  amount  of  any  moving   expenses   or  taxable
reimbursements.   Amounts   paid  under  the  Bank's  Key   Employee   Incentive
Compensation Plan shall be taken into account in the Plan Year in which actually
paid.

         Effective Date.  January 1, 1993.

         Employee.  An employee of an Employer,  as determined  under the common
law of Virginia, who is a key executive officer of the Employer.

         Employer.  The Bank and its subsidiaries.

         Hardship.  A  sudden  and  unexpected  illness  or  accident  or  other
unforeseeable emergency beyond the control of a Member suffered by the Member of
a member of this immediate family and causing a severe financial hardship to the
Member, as determined by the Administrator in its sole discretion.

         Investment  Adjustments.  The  adjustments  to  a  Member's  Retirement
Account made pursuant to Article IV to reflect the income and other items deemed
to be applicable thereto.

         Member.  Each  Employee  participating  in the plan under  Article  III
below.

         Plan Year.  January 1, 1993  through  December 31, 1993 and each fiscal
year of the Bank thereafter.

         Pension Credits.  The fixed percentage  Employer  contribution  amounts
credited to a Member's Retirement Account under Article IV A below.

         Profit-Sharing   Credits.  The  discretionary   Employer   contribution
amounts, if any, credited to a Member's Retirement Account under Article IV B.

         Retirement Account.  The bookkeeping account maintained for each Member
under  Article IV D below,  consisting  of his Pension  Credits,  Profit-Sharing
Credits and net Investment Adjustments thereto.

         Vested Benefit.  The vested portion of a Member's Retirement Account as
determined under Article V below.

         Year of  Service.  A Plan Year  during  which a Member is  continuously
employed by an Employer for the entire Plan Year.

                                   ARTICLE III

                                  PARTICIPATION

         A. Membership. Each Employee who is eligible to participate as a Member
in the Plan is listed on Exhibit A attached  hereto.  The Board of  Directors of
the Bank my  designate  other  Employees  as Members from time to time and shall
update Exhibit A to reflect such additional  designations.  Only those Employees
who are listed on Exhibit A shall participate in the Plan.


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         B.  Termination.  A Member's  participation in the Plan shall terminate
than the Member has no Vested Benefit remaining under the Plan.

         C.  Termination  of  Employment.  For all  purposes  under this Plan, a
transfer  of  employment  from one  Employer  to  another  shall not be deemed a
termination of employment.

                                   ARTICLE IV

                         CREDITS AND RETIREMENT ACCOUNT

         A. Pension  Credits.  For each Plan Year in which a Member  completes a
Year of Service,  his  Employer  shall  credit on behalf of the Member a Pension
Credit of five percent (5%) of the Member's  Compensation  for the Plan Year. No
Pension  Credit will be provided to a Member for any Plan Year in which he fails
to  complete a Year of  Service.  The  Pension  Credit  will be  credited to the
Member's  Retirement Account and deemed invested under IV C below as of the last
day of the Plan Year to which it is attributable.

         B. Profit-Sharing Credits. For each Plan Year during which the Bank has
a net profit before taxes and the granting of Profit-Sharing  Credits hereunder,
as  determined  for  financial  accounting  purposes,   each  Employer,  at  the
discretion  of the  Committee,  may, but need not, also credit on behalf of each
Member  employed by it who has  completed a Year of Service for the Plan Year, a
discretionary Profit-Sharing Credit not in excess of


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five  percent  (5%) of each such  Member's  Compensation  for the Plan Year.  No
Profit-Sharing  Credit  will be  provided  on behalf of any  Member who fails to
complete a Year of Service for the Plan Year in question.  Moreover, in no event
will the aggregate  Profit-Sharing  Credits for any Plan Year exceed ten percent
(10%) of the  Employer's  net profit  before  taxes and  Profit-Sharing  Credits
hereunder for the Plan Year. The Profit-Sharing Credits will be credited to each
applicable  Member's  Retirement  Account and deemed invested under Article IV C
below as of the last day of the Plan Year to which it is attributable.

         C. Deemed Investment and Investment Adjustments.  As of the end of each
Plan Year,  the Pension  Credits  and  Profit-Sharing  Credits in each  Member's
Retirement  Account  (plus any  accumulated  Investment  Adjustments  from prior
years) shall be deemed to be invested (or reinvested, as the case may be) in one
year  certificates of deposit of the Bank, at the interest rate in effect on the
last  day  of  the  Plan  Year.  The  Employer  shall  cause  annual  Investment
Adjustments to be made to each Member's  Retirement Account so as to reflect the
interest income and any other  adjustments  that would be applicable  thereto if
the Retirement Accounts were actually invested in the certificates of deposit.

         D. Bookkeeping  Account.  For bookkeeping  purposes only, each Employer
shall maintain a Retirement Account reflecting a


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Member's  Pension  Credits,   Profit-Sharing  Credits  and  all  the  Investment
Adjustments applicable thereto.

                                    ARTICLE V

                                     VESTING

         A   Member's   Retirement   Account   shall   fully   vest  and  become
nonforfeitable  upon  the  first  to  occur  of the  Member's  death,  permanent
disability within the meaning of Code Section  72(m)(7),  retirement at or after
attainment  of  age  65,  or any  "Change  in  Control."  In  the  event  of the
termination  of a  Member's  employment  with  the  Employers  prior  to  death,
permanent disability,  attainment of age 65 or a Change in Control, the Member's
vested nonforfeitable  interest in his Retirement Account shall be determined in
accordance  with  the  following  percentage  vesting  schedule  based  upon the
Member's number of complete Plan Years of Service with the Employers,  excluding
years prior to the Effective Date.

Complete Plan Years           Vested Percentage            Forfeited Percentage
  of Service With               of Retirement                  of Retirement
Employer After 1992                Account                        Account
-------------------                -------                        -------

         1                           20%                            80%
         2                           40%                            60%
         3                           60%                            40%
         4                           80%                            20%
         5                          100%                             0%


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The non-vested portion of a Member's  Retirement Account shall be forfeited upon
his termination of employment with the Employers

                                   ARTICLE VI

                                  DISTRIBUTIONS

         A. Time of Payment. The vested portion of a Member's Retirement Account
shall be payable to the Member (or if  applicable,  to his  Beneficiary)  by the
Member's  Employer within one hundred eighty days (180) after:  (i) the close of
the Plan Year in which occurs his  termination of employment with the Employers;
or (ii) any Change in Control, whichever occurs first.

         B. Method of Payment.  A Member's  Retirement  Account shall be paid to
the Member (or his  Beneficiary,  if applicable)  by the Member's  Employer in a
lump sum, net of all applicable withholding taxes.

         C. Beneficiary  Designation.  A Member shall be entitled to designate a
beneficiary  under  the  Plan by  filing  a  designation  in  writing  with  the
Administrator on the form provided for that purpose. Any beneficiary designation
under the Plan shall remain  effective until changed or revoked  hereunder.  Any
beneficiary   designation  may  include   multiple,   contingent  or  successive
beneficiaries   and  may  specify  the   proportionate   distribution   to  each
beneficiary. A beneficiary designation may be changed by a Member at any time or
from time to time by filing a new designation in writing with the Administrator.
If a Member dies without having designated a beneficiary,  or if the beneficiary
so designated has predeceased the Member, then the Member's surviving spouse, or
if none, his estate, shall be deemed to be his beneficiary.  If a beneficiary of
a Member shall survive the Member but die before the Member's Retirement Account
has been distributed,  than absent any other provision by the Member, the unpaid
amount thereof shall be  distributed to the estate of the deceased  beneficiary.
If multiple  beneficiaries  are  designated,  absent any other  provision by the
Member,  those named or the survivors of them shall share equally in any amounts
payable under the Plan.

         D. Hardship  Distributions.  Notwithstanding the preceding  paragraphs,
the Administrator may, in its sole discretion, at any time direct the payment of
all or a portion of a Member's  vested  Retirement  Account to or on behalf of a
Member  if the  Administrator  determines  that  the  payment  is  necessary  to
alleviate a Hardship;  provided,  however,  that the amount so distributed shall
not exceed the amount  reasonably  needed to alleviate the Hardship after taking
into account the other financial resources available to the Member.

         E.  Regulatory   Approval.   Any  provision   herein  to  the  contrary
notwithstanding, adoption of this Plan is contingent upon approval by the Office
of Thrift Supervision  ("OTS").  In the event OTS approval is not obtained,  the
Plan  shall be  terminated  effective  as if never  adopted  and all  Retirement
Accounts shall be void ab initio. All payments hereunder are also subject to and
conditioned upon their compliance with Section 1828(k) of Title 12 of the United
States Code and any regulations promulgated thereunder.

                                   ARTICLE VII

                                     FUNDING

         Nothing  contained herein shall be deemed to create a trust of any kind
or create any fiduciary relationship, and the undertaking to pay Pension Credits
and Profit-Sharing Credits and to make Investment Adjustments hereunder shall be
an unfunded  obligation  payable solely from the general assets of the Employers
subject to the claims of the Employers' creditors.  The Employers may, but shall
not be obligated  to,  invest an amount equal to a Member's  Retirement  Account
balance in the investment  vehicles in which the Member's  Retirement Account is
deemed  to  be  invested  under  Article  IV C.  Any  investment  of a  Member's
Retirement Account shall be a general asset of the applicable  Employer,  and no
Member or  beneficiary  shall have any  property  or  security  interest  in any
specific asset of the Employer.  To the extent that any person  acquires a right
to receive  payments  under this Plan,  that right shall be no greater  than the
right of any unsecured general creditor of the Employers.


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                                  ARTICLE VIII

                                 ADMINISTRATION

         The Bank, by action of its Chief Executive Officer,  shall serve as the
Administrator  of the Plan.  The  Administrator  shall  have the  authority  and
responsibility to construe and interpret the Plan, to make determinations  under
the Plan  with  respect  to  eligibility  for,  amount  of and  distribution  of
benefits,  and otherwise to manage the Plan's  operation in accordance  with its
provisions.

                                   ARTICLE IX

                            TERMINATION OR AMENDMENT

         The Plan may be  terminated  at any time by the  Bank.  The Plan may be
amended  in whole or in part from time to time by the Bank  effective  as of any
date specified, but no amendment shall operate to decrease the vested Retirement
Account balance accrued on behalf of any Member as of the earlier of the date on
which the amendment or  termination is approved by the Board of Directors of the
Bank or the date on which an instrument of amendment or  termination  is signed.
Nor shall any  amendment  lengthen the vesting  schedules set forth in Article V
below.  Any  provision  in  Article  V to  the  contrary  notwithstanding,  upon
termination  of the Plan all Members  shall be fully vested in their  Retirement
Accounts.


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         The Chief Executive Officer of the Bank shall be authorized to adopt on
behalf of the Bank and to execute any  technical  amendment or amendments to the
Plan  which in the  opinion of counsel  for the Bank is  required  by law and is
deemed  advisable  by him,  and to so adopt and execute any other  discretionary
amendment or amendments to the Plan which do not, in his view, materially affect
costs or the  eligibility  or  benefit  provisions  of the Plan and which in his
opinion are deemed advisable.

                                    ARTICLE X

                             EMPLOYMENT RELATIONSHIP

         The action of the Employers in  establishing or adopting this Plan, and
any action taken by any Employer  shall not be construed as giving any Member or
other  employee  of the  Employer  the right to be  retained  in the  Employer's
employ. The Plan shall not be construed as creating or modifying any contract of
employment relationship between an Employer and any person.

                                   ARTICLE XI

                                   SPENDTHRIFT

         The  interests  of each  Member  under the Plan are not  subject to the
claims of the Member's creditors and may not, in any way, be assigned,  pledged,
alienated or encumbered.


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                                   ARTICLE XII

                                  GOVERNING LAW

         This Plan shall be established, construed and enforced according to the
laws of the Commonwealth of Virginia.

         IN TESTIMONY WHEREOF,  the Employers have caused this Plan to be signed
by their officers thereunto duly authorized this 26th day of August, 1993.

                                       ESSEX SAVINGS BANK, FSB

                                       By
                                                Its

                                       ESSEX FIRST MORTGAGE CORPORATION

                                       By
                                                Its

                                       ESSEX HOME MORTGAGE

                                       SERVICING CORPORATION

                                       By
                                                Its


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                                   EXHIBIT "A"

                             ESSEX SAVINGS BANK, FSB

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                            (List of Members - 1993)

                              Gene D. Ross
                              G. Wilson Thomas, II
                              Earl C. McPherson
                              Harvard R. Birdsong, II
                              Michael H. Harris
                              Donald R. Fisher, Jr.
                              Roy H. Rechkemmer, Jr.
                              Diane G. Scott