<PAGE>


                              EMPLOYMENT AGREEMENT

         AGREEMENT  made as of this 31st day of  October,  1996,  by and between
FIRST CENTRAL FINANCIAL CORPORATION, a New York corporation, with offices at 266
Merrick  Road,  Lynbrook,  New York  11563  (the  "Corporation")  and  Andrew W.
Attivissimo,  residing  at 151  Yukon  Drive,  Woodbury,  New  York  11797  (the
"Executive").

                              W I T N E S S E T H :

                  WHEREAS, the Corporation and Executive desire to enter into an
agreement, which will set forth all of the terms of employment of Executive.

         NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter
set forth, the parties hereto agree as follows:

         1. The Corporation  hereby employs Executive as its President and Chief
Operating  Officer to perform  such  duties  incidental  thereto  and such other
duties as the Chairman of the Board or the Board of Directors of the Corporation
may from time to time reasonably  assign  consistent with such offices.  In such
capacity,  Executive shall report to and be subject to the direction and control
of the Chairman of the Board and the Board of Directors of the Corporation.

         2. Executive  hereby accepts such employment and agrees that throughout
the period of his employment hereunder, he will devote his full time, attention,
knowledge and skills, faithfully,  diligently and to the best of his ability, in
furtherance of the business of the Corporation. During the period of Executive's
employment hereunder, Executive shall not be






<PAGE>

<PAGE>

entitled  to  additional  compensation  for  serving as a  director,  officer or
employee  of the  Corporation  or any of its  subsidiaries  or  affiliates.  The
principal place of performance by Executive of his duties hereunder shall be the
Corporation's  corporate  headquarters located in the New York City metropolitan
area.

         3. This  Agreement  shall become  effective as of October 31, 1996 (the
"Effective Date"). The initial term of Executive's employment hereunder shall be
for a period  commencing  October 31, 1996 and ending on December  31, 1999 (the
"Initial Term"),  unless his employment is terminated prior to the expiration of
said period pursuant to the provisions hereof.  Executive's employment hereunder
shall be automatically  renewed for successive  twelve month periods  thereafter
(each a "Renewal  Term"),  unless (i) either  party shall  advise the other,  by
written  notice  delivered  not less than three months prior to the then current
expiration  date,  of his or its desire  not to extend  the term of  Executive's
employment  hereunder beyond such date or (ii) Executive's  employment hereunder
is  terminated  prior to the  expiration  of any  Renewal  Term  pursuant to the
provisions hereof.

         4. The  Corporation may terminate  Executive's  employment upon written
notice for any reason  effective  upon the date of such  notice if for cause and
otherwise effective as set forth in subparagraph (b) below.

                  (a) If  Executive's  employment  is  terminated  for  "cause,"
Executive will receive only the salary  actually earned and payable to Executive
through the date of the termination of Executive's employment, together with any
accrued employee  benefits  through the date of termination,  and Executive will
not otherwise be entitled to any further  compensation of any kind. For purposes
of this Agreement, "cause" shall mean: an action by Executive constituting





<PAGE>

<PAGE>



actual  (as  distinguished   from  statutory)  fraud  against  the  Corporation;
misappropriation  of funds or property of the  Corporation  for  Executive's own
use;  embezzlement of the Corporation's  property; or a material and intentional
breach by  Executive of the  provisions  to be performed by him pursuant to this
Agreement.

                  (b) If Executive's employment is terminated (i) other than for
"cause"  (which  shall be effective on not less than 60 days notice) or, (ii) by
the  Corporation  advising the  Executive  pursuant to Paragraph 3 above that it
does not desire to extend the term of Executive's  employment  hereunder  beyond
the then current expiration date of the Initial Term or any Renewal Term, as the
case  may  be,  under   circumstances   where  the  Executive  has  advised  the
Corporation,  not less than three months  prior to the then  current  expiration
date of the Initial Term or such Renewal Term, that Executive  desires to extend
the term of Executive's employment hereunder into the first or following Renewal
Term,  Executive will receive,  as damages,  and as  Executive's  sole right and
remedy on account of such termination,  the total compensation and benefits,  as
set  forth  in  subparagraphs  (a),  (b),  (c)  and  (d) of  Paragraph  5  below
(hereinafter  referred  to  as  "Total  Compensation  and  Benefits")  to  which
Executive  would  otherwise have been entitled under this Agreement for a period
equal to one year from the date of such termination.  Notwithstanding the above,
in the event that  Executive's  employment with the Corporation is terminated by
Executive  within  six  months  after a  "change  of  control"  (as  hereinafter
defined),  Executive shall receive the Total Compensation and Benefits (i) for a
period equal to one year from the date of such  termination or (ii) in the event
such  Termination  occurs during the Initial Term, for one year from the date of
such  termination  or the remaining  portion of the Initial  Term,  whichever is
longer. The Total Compensation and Benefits shall be payable

                                      - 3 -





<PAGE>

<PAGE>



when and as the same would  otherwise  have been payable in accordance  with the
Corporation's  normal  procedures.  Executive  shall not be required to mitigate
Executive's  damages by seeking other employment and any compensation  earned by
Executive  on account of other  employment  during the period  referred to above
(without  regard to when such  compensation  is paid),  shall not be  applied in
reduction of the  Corporation's  obligations to Executive.  For purposes of this
Paragraph 4, a resignation  by Executive for any of the following  reasons shall
be deemed a termination of Executive's  employment by the Company without cause:
(i) Executive  shall be assigned  duties,  performance  requirements  or working
conditions  significantly  different from or at significant  variance with those
provided in Paragraph 1 hereof,  (ii) Executive's  authority shall be reduced or
Executive  shall be placed in a position  of lesser  stature  than  provided  in
Paragraph 1 hereof or (iii) Executive's Total Compensation and Benefits shall be
decreased.  A  "change  of  control"  shall  mean any  transaction  or series of
transactions (as a result of a tender offer, merger, consolidation or otherwise)
that  results  in, or that is in  connection  with any  person,  entity or group
acting in concert  acquiring  "beneficial  ownership"  (as defined in Rule 13d-3
under the Securities Exchange Act of 1934),  directly or indirectly,  of greater
than  twenty  percent of the  aggregate  voting  power of all  classes of common
equity of the Corporation.

         5. (a) As compensation  for his services,  the Corporation  will pay to
Executive  the following  gross salary  amounts  during the term of  Executive's
employment hereunder.

                (i)  A  base  salary  payable  in  equal  installments  no  less
frequently than semi-monthly at the rate of $175,000 per annum during the period
from the Effective Date through  August 31, 1997,  $225,000 per annum during the
period from September 1, 1997 through August 31, 1998, $275,000 per annum during
the period from September 1, 1998


                                      - 4 -





<PAGE>

<PAGE>


through  August 31, 1999,  and during the period from  September 1, 1999 through
December 31, 1999 either (x)  $275,000 per annum in the event this  Agreement is
not  extended  for the first  Renewal  Term or (y) the rate per annum to be paid
during the first Renewal Term as  determined  in  accordance  with the following
sentence.  Executive's  base salary for any Renewal Term shall be  determined by
the Board of Directors  (or the  Compensation  Committee  thereof) at least four
months in advance of the  expiration of the Initial Term or any Renewal Term, as
appropriate.

                (ii) Any amounts payable to Executive  under existing  incentive
or bonus  plans or those  adopted by the  Corporation  for the benefit of senior
executive employees.

            (b) Executive shall also be entitled to  participate,  to the extent
he  is  eligible   under  the  terms  and   conditions   thereof,   (i)  in  any
hospitalization,  life insurance and medical service plan generally available to
senior executive employees of the Corporation which is in effect at the time and
during  the  term  of  his  employment  hereunder,  and  (ii)  in  any  pension,
profit-sharing,  retirement or other plan, and all other  employee  benefits and
perquisites,  including,  without limitation, not less than four weeks vacation.
In the event that  Executive is  ineligible  to  participate  due to  government
regulations  in any  pension,  profit-sharing,  retirement  or other  plan,  the
Corporation  shall provide to Executive an amount equal to the benefit such plan
would have provided had Executive  been so eligible.  The  Corporation  shall be
under no  obligation to institute or continue the existence of any such employee
plan, benefit or perquisite.

            (c) Upon the  commencement  of employment of Executive and every two
years  thereafter,  the  Corporation  agrees to provide  Executive with use of a
luxury vehicle of Executive's choice from the following list:

            (i) Cadillac Seville STS; or


                                      - 5 -





<PAGE>

<PAGE>


            (ii) Lincoln Signature Series.

         At his  discretion,  Executive shall be entitled to substitute a luxury
vehicle  of  comparable  value.  The  Corporation  further  agrees to  reimburse
Executive for all necessary vehicle expenses.

            (d)  Notwithstanding  anything  to the  contrary  herein  contained,
nothing  shall  prevent the Board of  Directors  or the  Compensation  Committee
thereof  from  increasing  the base salary or other  compensation  of  Executive
during  the  period  of  employment   hereunder  but  in  no  event  shall  such
compensation be decreased without the written consent of Executive.

         6.  The  Corporation  shall  reimburse  Executive  for  all  reasonable
expenses  incurred  by him in  connection  with the  performance  of his  duties
hereunder or which may inure to the benefit of the Corporation.

         7.  Subject  to  ratification  by the  Corporation's  shareholders,  in
consideration of the acceptance by Executive of the terms and conditions of this
Agreement,  the Corporation  shall grant to Executive an option to purchase from
the Corporation  shares of the  Corporation's  common stock,  par value $.10 per
share. The aggregate number of shares subject to such option, the exercise price
and the other terms and  conditions  of such option are specified in the form of
Stock  Option  Agreement  attached as Exhibit A hereto.  The  Corporation  shall
submit the grant of options to Executive for  ratification at the next regularly
scheduled annual meeting of the Corporation's shareholders.

         8. During the period of his  employment  hereunder,  Executive will not
directly or indirectly own,  manage,  operate,  join,  control,  participate in,
invest in, or otherwise be connected with, in any manner, whether as an officer,
director, employee, partner, investor or


                                      - 6 -





<PAGE>

<PAGE>



otherwise,  any  business  entity  which is engaged in any business in which the
Corporation or any of its  subsidiaries  is engaged.  Nothing  herein  contained
shall be deemed to prohibit  Executive from investing in securities of a company
if the  securities  of such  company are listed for trading on a national  stock
exchange  or traded in the  over-the-counter  market  and  Executive's  holdings
therein  represent  less than  three  percent  of the total  number of shares or
principal amount of other securities of such company outstanding.

         9. (a)  Executive  represents  and  warrants  to the  Corporation  that
neither:  the  execution  and delivery of this  Agreement  by Executive  nor the
performance by Executive of any of Executive's  obligations hereunder constitute
or will constitute a violation or breach of, or a default under,  any agreement,
arrangement  or  understanding,  or any other  restriction of any kind, to which
Executive  is a party or by which  Executive  is bound;  provided  however  that
Executive is a party to an agreement  dated May 9, 1996 with his prior employer,
Empire Insurance Group (the "Separation Agreement") which contains the following
restriction (the  "Restriction") (the term "you" refers to the Executive and the
term "Empire" refers to Empire Insurance Group):

                           "2.  Through  December 31, 1997,  you agree
                  not to (a) call  upon or  solicit  any  customer  of
                  Empire or any of Empire's  affiliates with a view to
                  engaging in the property and casualty business, ..."

Executive  and the  Corporation  agree  that until  January 1, 1998  Executive's
duties hereunder do not include, and Executive agrees that he will refrain from,
the calling upon or solicitation  of, or discussions  with any other employee of
the Corporation which discussions contemplate the


                                 - 7 -





<PAGE>

<PAGE>



calling upon or solicitation  of, any agency,  broker,  producer or policyholder
which  does  business  with  or is a  customer  of  Empire  or any  of  Empire's
affiliates.   While  the  Executive's   duties  are  subject  to  the  foregoing
limitations,  the Executive duties as Chief Operating Officer do include general
supervision  of all of the  operations  of the  Corporation  and  its  insurance
subsidiaries  including the  Corporation's  marketing and selling  efforts.  The
Corporation  will indemnify and defend and hold Executive  harmless  against any
loss, damage, claim or action suffered by Executive which loss, damage, claim or
action is based upon a claim by Empire that the exercise of  Executive's  duties
in  accordance  with the  foregoing  violates the  Restriction  contained in the
Separation Agreement.

            (b) Paragraph 2 of the  Separation  Agreement also contains a hiring
restriction in subparagraph (b) of Paragraph 2 of the Separation  Agreement (the
"Hiring  Restriction")  and  an  agreement  not to  disclose  the  terms  of the
Separation  Agreement in the third  paragraph  of Paragraph 2 of the  Separation
Agreement (the "Non-Disclosure Restriction").

                With  respect  to  each  of  the  Hiring   Restriction  and  the
Non-Disclosure  Restriction,  provided that the Executive has fully observed and
complied  with  such  restriction,  the  Corporation  will  indemnify  and  hold
Executive  harmless  against  any  loss,  damage,  claim or action  suffered  by
Executive  which loss,  damage,  claim or action is based upon a claim by Empire
that Executive has breached such restriction.

         10. Executive shall hold in a fiduciary capacity for the benefit of the
Corporation  all  information,  knowledge and data relating to or concerned with
its operations, sales, business and affairs ("Information"),  and, except as may
be  required  by law,  he shall not,  at any time  hereafter,  use,  disclose or
divulge any Information to any person, firm or corporation other than


                                      - 8 -





<PAGE>

<PAGE>

to the  Corporation  or its  designees or except as may otherwise be required in
connection  with  the  business  and  affairs  of  the  Corporation.   The  term
"Information"  shall not include information that becomes generally available to
the public other than as a result of a disclosure by Executive.

         11.  (a) In the  event  that,  at any time  during  the  period  of his
employment  hereunder,  Executive  shall  become  "Disabled"  (as  that  term is
hereinafter  defined), he shall continue to receive the full amount of the Total
Compensation  and Benefits to which he was otherwise  entitled under Paragraph 5
hereof until the  expiration  of  twenty-four  months after the date he shall be
deemed to have become Disabled.  Upon the expiration of twenty-four  months from
the date Executive is deemed to have become  Disabled (i) Executive shall not be
entitled to receive any further Total  Compensation  and Benefits until he shall
cease to be Disabled and shall have resumed his duties hereunder and (ii) either
the Corporation or the Executive  shall have the right to terminate  Executive's
employment  hereunder by three months  written notice given at any time prior to
the time Executive  shall have resumed his duties  hereunder.  In the event that
Executive shall cease to be Disabled and, prior to any such termination he shall
resume his duties hereunder, he shall be entitled to receive, from and after the
date on which  he shall  have  resumed  his  duties,  the full  amount  of Total
Compensation and Benefits to which he is otherwise  entitled  hereunder as if he
had never been Disabled.

              (b) For the purposes of this Agreement,  Executive shall be deemed
to have  become  Disabled  when by reason  of  physical  or  mental  incapacity,
Executive shall not be able to perform his duties  hereunder for a period of six
consecutive  months or for an aggregate of nine months in any consecutive period
of twelve months. In the event that Executive shall


                                      - 9 -





<PAGE>

<PAGE>



dispute any  determination  of his  Disability  hereunder,  the matter  shall be
resolved by the determination of three physicians qualified to practice medicine
in the State of New York,  one to be  selected  by each of the  Corporation  and
Executive and the third to be selected by the designated physicians.  During the
period in which  the  determination  of  Executive's  Disability  shall be under
review,  Executive  shall  continue  to be  treated  for  all  purposes  of this
Agreement as an employee of the Corporation,  enjoying the full status with full
compensation to which he would otherwise be entitled under this Agreement.

         The  Corporation  may, but shall not be obligated to, apply for and pay
the  premiums  upon  disability  insurance  covering  Executive  under  policies
providing for the payment thereunder  directly to Executive.  If Executive shall
receive benefits under any of such policies,  the Corporation  shall be entitled
to deduct the amount equal to the benefits so received  from the salary which it
otherwise would have been required to pay to Executive hereunder.

         12.  Executive's  employment  hereunder shall terminate upon his death,
and the Corporation shall pay the Total Compensation and Benefits to such person
or persons as Executive  shall,  at his option,  from time to time  designate by
written instrument delivered to the Corporation,  each subsequent designation to
be deemed to revoke all prior  designations (the  "Beneficiary"),  or if no such
designation is made, to Executive's  estate. The Total Compensation and Benefits
shall be paid  until  the  expiration  of  twenty-four  months  from the date of
Executive's  death (the "Benefit  Term") except that in the event that Executive
dies while Disabled, the Benefit Term shall be reduced by a period of time equal
to the  period  during  which  he  shall  have  received  payments  pursuant  to
subparagraph (a) of Paragraph 11 hereof.  The health insurance  portion of Total
Compensation and Benefits shall be equal to the cost of


                                     - 10 -





<PAGE>

<PAGE>

health insurance for members of Executive's  family covered by the Corporation's
health insurance plans at the time of Executive's  death. The Total Compensation
and Benefits  shall be payable in equal  installments  no less  frequently  than
semi-monthly  commencing  with the  Corporation's  first  payroll  period  after
Executive's  death occurs,  except that the cost of health insurance may, at the
Corporation's  option,  be paid directly by the Corporation to the Corporation's
health insurance carrier.  After Executive's death, the Corporation shall pay to
the Beneficiary or Executive's estate, as appropriate, any amounts due Executive
under the Corporation's incentive, bonus, pension, profit sharing, retirement or
other  employee  benefit plans in accordance  with the terms of such plans.  For
purposes of this paragraph 12, Total Compensation and Benefits shall not include
vehicles or vehicle expenses.

         13. The  Corporation  may,  but shall not be obligated  to,  insure the
Executive's  life  for  the  benefit  of the  Corporation.  The  Executive  will
cooperate with the Corporation in connection therewith, by submitting to medical
and other examinations and otherwise assisting the Corporation in obtaining such
insurance.

         14. In the event of a breach by the Executive of any obligations  under
this Agreement,  the parties hereto  acknowledge  that the Corporation  will not
have an adequate  remedy at law,  and shall be entitled  to such  equitable  and
injunctive  relief as may be available to restrain  violations of the provisions
of this Agreement.  Nothing herein shall be construed as prohibiting the parties
hereto from pursuing any other  remedies  available at law or in equity for such
breach, including the recovery of damages for such breach.


                                     - 11 -





<PAGE>

<PAGE>



         15. This  Agreement  constitutes  the entire  agreement  of the parties
hereto and no amendment or modification  hereof shall be valid or binding unless
made in writing  and signed by the party  against  whom  enforcement  thereof is
sought.

         16. Any notice  required,  permitted or desired to be given pursuant to
any  of  the  provisions  of  this  Agreement  shall  be  deemed  to  have  been
sufficiently  given or served for all purposes if delivered in person or sent by
certified mail, return receipt requested, postage and fees prepaid as follows:

                         If to the Corporation at:

                         First Central Financial Corporation
                         266 Merrick Road
                         Lynbrook, New York 11563
                         Attn: Secretary

                         If to Executive at:

                         Mr. Andrew W. Attivissimo
                         151 Yukon Drive
                         Woodbury, New York  11797

Either of the  parties  hereto may at any time and from time to time  change the
address to which  notice  shall be sent  hereunder  by notice to the other party
given under this Paragraph 16. The date of the giving of any notice sent by mail
shall be the date of the posting of the mail.

                17.  This  Agreement  shall be  binding  upon  and  inure to the
benefit of the parties and their respective  successors,  heirs and assigns. The
Corporation  agrees that in the event of a sale of assets it shall take whatever
action it legally can in order to cause such  assignee to  expressly  assume the
liabilities, obligations and duties of the Corporation hereunder.


                                     - 12 -





<PAGE>

<PAGE>


                18.  No  course  of  dealing  nor any  delay  on the part of the
Corporation or Executive in exercising any rights  hereunder  shall operate as a
waiver of any such rights.  No waiver of any default or breach of this Agreement
shall be deemed a continuing waiver or a waiver of any other breach or default.

                19. This Agreement shall be governed,  interpreted and construed
in  accordance  with the laws of the State of New York  applicable to agreements
entered into and to be performed entirely therein.

                20. If any clause, paragraph,  section or part of this Agreement
shall be held or declared to be void, invalid or illegal, for any reason, by any
court of competent  jurisdiction,  such provision shall be ineffective but shall
not in any way invalidate or affect any other clause, paragraph, section or part
of this Agreement.

                IN  WITNESS  WHEREOF,   the  parties  hereto  have  caused  this
Agreement to be duly executed as of the day and year first above written.

                                      FIRST CENTRAL FINANCIAL
                                        CORPORATION

                                      By:  /S/ MARTIN J. SIMON
                                           -------------------------------------
                                           Martin J. Simon
                                           Chairman and Chief Executive Officer


                                           /S/ ANDREW W. ATTIVISSIMO
                                           -------------------------------------
                                           Andrew W. Attivissimo

                                     - 13 -


<PAGE>