EXHIBIT 10.6

                                SECOND AMENDMENT
                           TO THE ESSEX BANCORP, INC.
                                STOCK OPTION PLAN

      WHEREAS, Essex Bancorp, Inc. (the "Corporation") has established the Essex
Bancorp, Inc. Stock Option Plan (the "Plan") for the benefit of its executive
employees and the executive employees of its subsidiaries; and

      WHEREAS, the Corporation's Board of Directors has reserved the right to
amend the Plan at any time and from time to time, provided that any amendment
which materially increases benefits under the Plan to participants is also
approved by the shareholders of the Corporation.

      WHEREAS, on February 9, 1996 the Corporations' Board approved the Second
Amendment to the Plan, changing the Plan's definition of a "Change in Control,"
contingent upon shareholder approval; and

      WHEREAS, shareholder approval of the Second Amendment to the Plan has now
been obtained;

      NOW, THEREFORE, the Plan is hereby amended effective February 9, 1996 as
follows:

      1. Section 1.13 of the Plan is amended to insert the following sentence at
the end thereof:

            Additionally, a "Change in Control" shall mean any transfer after
            February 1, 1996, or series of transfers within a twelve month
            period commencing after February 1, 1996, to one or more entities
            other than the Corporation or a Subsidiary of fifty percent 50% or
            more of the assets (measured by book value) comprising the retail
            banking, mortgage lending or mortgage servicing business of the
            Corporation and its Subsidiaries.

      2. Except as provided above, the Plan shall continue in full force and
effect.

      IN TESTIMONY WHEREOF, Essex Bancorp, Inc. has caused this Second Amendment
to the Plan to be executed in its name by its President this 23rd day of May,
1996.

                                       ESSEX BANCORP, INC.



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