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                       FIRST CENTRAL FINANCIAL CORPORATION

                                  STOCK OPTION

         OPTION dated this 31st day of October  1996,  granted by First  Central
Financial Corporation,  a New York corporation  (hereinafter the "Company"),  to
Andrew W. Attivissimo (the "Holder").

         WHEREAS,  in order to induce the Holder to render services on behalf of
the Company as President and Chief Operating Officer or in such other offices in
which the Holder  shall serve as a result of  agreement  between the Company and
the Holder, the Company desires to afford the Holder the opportunity to purchase
shares of its Common Stock,  par value $.10 per share (the "Common  Stock"),  as
hereinafter provided; and

         WHEREAS,  on October 31, 1996,  the Board of Directors  authorized  the
grant of the option conferred hereby to the Holder.

         NOW, THEREFORE, in consideration of the foregoing premises, the Company
hereby agrees as follows:

         1. Grant of Option.  (a) Subject to the  authorization by the Company's
shareholders as provided for in paragraph 1(b) below,  the Company hereby grants
to the Holder an option (the  "Option") to purchase up to an aggregate of 50,000
shares of Common  Stock (such number of shares being  subject to  adjustment  as
provided  in  paragraph  6 hereof) on the terms and  subject  to the  conditions
hereinafter  set  forth.  The  Holder  shall  not  have any of the  rights  of a
shareholder of the Company with respect to the shares of Common Stock covered by
the Option  except to the extent that one or more  certificates  for such shares
shall be delivered to him upon the due exercise of the Option.






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                  (b)  In  accordance   with  Section  505(d)  of  the  Business
Corporation  Law of the State of New York, the grant of the Option is subject to
approval at a meeting of the Company's  shareholders by the affirmative  vote of
the holders of a majority of all outstanding shares entitled to vote thereon and
the Option shall be subject to such  authorization.  If the  shareholders  shall
fail to  approve  the  Option,  the  Option  shall  be  null  and  void.  If the
shareholders  shall approve the Option,  the Option shall be deemed  granted and
effective  on  October  31,  1996,  (the  "Effective  Date").  The  date of such
shareholder approval shall hereinafter be referred to as the "Approval Date."

         2. Purchase Price. The purchase price per share of the shares of Common
Stock to be issued upon exercise of the Option shall be the  arithmetic  mean of
the high and low trading  prices of a share of the Common  Stock on the American
Stock Exchange on (i) the Effective Date or (ii) the Approval Date, whichever is
lower.

         3. Expiration Date; Vesting of Option. (a) Subject to the provisions of
paragraph  5 hereof,  the  Option  shall  expire  at 5:00 P.M.  New York time on
October  30,  2006  (the  "Expiration  Date"),  and any  portion  of the  Option
remaining  unexercised after such time shall be cancelled without further notice
or action.

                  (b)  Subject to the  provisions  of  paragraph  5 hereof,  the
Option may be exercised according to the following vesting schedule:  25% of the
shares covered by the Option may be exercised after the first anniversary of the
Effective  Date and an additional 25% of the shares covered by the Option may be
exercised after each successive anniversary of the Effective Date.

         4.  Non-transferability.  The  Option,  and the rights  and  privileges
conferred hereby, are not transferable by the Holder other than by will or under
the laws of descent and distribution. During the Holder's lifetime, no one other
than the Holder shall have the right or entitlement to exercise the Option.  The
Option may not be assigned (by contract or by operation


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of law),  transferred  (except as  provided  above),  pledged,  hypothecated  or
otherwise encumbered. Any attempted assignment,  transfer, pledge, hypothecation
or other  disposition of the Option contrary to the provisions  hereof,  and the
levy of any  execution,  attachment  or similar  process upon the Option,  shall
render the Option null and void.

         5.  Termination of Employment.  (a) In the event that the employment of
the Holder is  terminated  by the  Company or a  subsidiary  of the  Company for
"Cause" (as  defined in the  Employment  Agreement  dated as of October 31, 1996
between the Company and Holder) the Option shall expire upon such termination of
employment.  So long as the  Holder  shall  continue  to be an  employee  of the
Company or any of its  subsidiaries,  the Option  shall not be  affected  by any
change of duties or position.  Nothing contained in the Option shall confer upon
the  Holder  any  right  to  continue  in  the  employ  of  the  Company  or its
subsidiaries  or interfere with the right of the Company or any such  subsidiary
to terminate the Holder's employment at any time.

                  (b) If the Holder  shall die while  employed by the Company or
its  subsidiaries,  the Option may be  exercised  at any time prior to the first
anniversary  of  the  Holder's  death  or the  expiration  date  of the  Option,
whichever  shall  first  occur,  by the person or  persons to whom the  Holder's
rights  under  the  Option  shall  pass  by  will or the  laws  of  descent  and
distribution,  but only to the extent  that the Holder was  entitled to exercise
the Option at the date of Holder's death.

                  (c) If termination  of employment  occurs by reason other than
for  Cause,  the  Holder  may  exercise  the Option at any time prior to (i) the
expiration of twelve months from the date of such termination of employment,  or
(ii) the expiration date of the Option,  whichever shall first occur but only to
the extent that the Holder was  entitled  to exercise  the Option on the date of
such termination of employment.


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         6. Adjustments upon Changes in Capitalization. (a) The aggregate number
and class of shares of Common  Stock  covered  by the  Option  and the price per
share  thereof (but not the total price) shall be  proportionately  adjusted for
any  increase or decrease in the number of  outstanding  shares of Common  Stock
issued by the Company as a result of a stock split, split-up or consolidation of
shares or any like capital  adjustment  or  reclassification  of shares,  or the
payment of any stock dividend,  or any other similar increase or decrease in the
number of outstanding  shares of Common Stock,  without receipt of consideration
by the Company.

                  (b) Subject to any required action by its shareholders, if the
Company  shall be the  surviving  corporation  in any  merger or  consolidation,
except as otherwise  provided  below,  the aggregate  number of shares of Common
Stock  subject to the Option shall be adjusted so as to pertain and apply to the
securities  to which the  Holder  would  have been  entitled  in such  merger or
consolidation had he exercised the Option prior to such merger or consolidation.

                  (c) Upon the dissolution or liquidation of the Company or upon
a merger  or  consolidation  of the  Company  in a  transaction  in which all or
substantially all of the shareholders of the Company receive cash, securities of
another  company or other  consideration  in exchange for their shares of Common
Stock, whether or not the Company is the surviving  corporation,  or upon a sale
of all or  substantially  all of the assets of the  Company,  the  Option  shall
terminate,  but the  Holder  may,  immediately  prior  to any  such  transaction
exercise the Option,  in whole or in part, as to the full number of shares which
he or she would  otherwise  have been entitled to purchase  during the remaining
term  of  the   Option   irrespective   of  any   vesting   provisions   herein.
Notwithstanding the foregoing, the Company may elect not to permit the Holder to
exercise  the  Option  immediately  prior to such event in  accordance  with the
foregoing,  but  in  lieu  thereof  the  Company  may,  in  its  discretion  and
immediately prior to any such dissolution, liquidation, merger, consolidation or
sale,  substitute or cause to be  substituted a new option for the Option,  such
new  option  to be  applicable  to the  stock  of  the  surviving  or  acquiring
corporation or any of its affiliates and to be on terms no less favorable to the
Holder than those contained in the Option.


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                  (d)  Adjustments  under  this  Section  6 shall be made by the
Stock  Option   Committee   ("Committee")   of  the  Board  of  Directors  whose
determination as to adjustments shall be final, binding and conclusive.

         7.  Securities  Regulations.  (a) If at any time the Committee shall in
its discretion determine that the listing,  registration or qualification of the
shares of Common  Stock  subject to the Option upon any  securities  exchange or
under any federal or state law, or the  approval or consent of any  governmental
regulatory  body, is necessary or desirable in  connection  with the issuance or
purchase of such shares hereunder,  upon the determination of the Committee, the
Option  shall  not be  exercisable  in whole  or in part  unless  such  listing,
registration, qualification, approval or consent shall have been effected or, in
lieu  thereof,  the Committee  may impose such  conditions  upon exercise of the
Option, as it determines to be appropriate.

                  (b)  Unless  at the  time  of the  exercise  of the  Option  a
registration statement under the Securities Act of 1933, as amended (the "Act"),
is in effect as to such  shares,  any shares of common  stock  purchased  by the
Holder upon exercise of the Option shall be acquired for  investment and not for
sale or distribution,  and if the Company so requests,  upon any exercise of the
Option,  in whole or in part, the Holder will execute and deliver to the Company
a  certificate  to such effect.  The Company shall not be obligated to issue any
shares pursuant to the Option if, in the opinion of counsel to the Company,  the
shares to be so issued are  required to be  registered  or  otherwise  qualified
under the Act or under any other  applicable  statute,  regulation  or ordinance
affecting  the sale of  securities,  unless and until such  shares  have been so
registered or otherwise qualified.

                  (c)  The  Holder  understands  and  acknowledges  that,  under
existing  law,  unless at the time of the exercise of the Option a  registration
statement under the Act is in effect as to shares of Common Stock covered by the
Option:  (i) any shares  purchased by the Holder upon exercise of the Option may
be  required  to be  held  indefinitely  unless  such  shares  are  subsequently
registered under the Act or an exemption from such registration is available;


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(ii) any sales of such shares made in reliance upon Rule 144  promulgated  under
the Act may be made only in  accordance  with the terms and  conditions  of that
Rule (which, under certain  circumstances,  restricts the number of shares which
may be  sold);  (iii)  in the  case  of  securities  to  which  Rule  144 is not
applicable, compliance with Regulation A promulgated under the Act or some other
disclosure exemption will be required; (iv) certificates for shares to be issued
to the Holder  hereunder  shall bear a legend to the effect that the shares have
not  been  registered  under  the Act  and  that  the  shares  may not be  sold,
hypothecated   or  otherwise   transferred   in  the  absence  of  an  effective
registration  statement under the Act relating  thereto or an opinion of counsel
satisfactory to the Company that such registration is not required;  and (v) the
Company will place an appropriate  "stop transfer" order with its transfer agent
with  respect  to  such  shares.  In  addition,   the  Holder   understands  and
acknowledges  that the  Company  has no  obligation  to  furnish  to the  Holder
information necessary to enable the Holder to make sales under Rule 144.

                  (d) As soon as reasonably practicable after the Approval Date,
the  Company  will use its best  efforts  to  register  under the Act the shares
subject to the Option  pursuant to a registration  statement on Form S-8. In the
event a registration  statement  under the Act is not in effect as to the shares
of Common Stock covered by the Option and an exemption from  registration  under
the Act is not  available  with  respect  to the sale of shares of Common  Stock
acquired by the Holder from the exercise of the Option (the "Purchased Shares"),
within 15 days after the Company's receipt of the Holder's written request,  the
Company shall purchase the Purchased  Shares at a price equal to the fair market
value of the Common Stock.  For the purpose of this paragraph  7(d), fair market
value  shall be deemed  to be the  arithmetic  mean of the high and low  trading
prices for such shares on the  American  Stock  Exchange  or any other  national
securities  exchange on which the Company's  Common Stock may be listed,  on the
date the Holder's request is received by the Company,  or if such date shall not
be a day during which  shares of the Common Stock were traded,  then on the next
date immediately preceding such date during which such trades were effected.


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         8. Loans and  Financial  Accommodations  to  Grantees.  (a) In order to
assist the Holder with the acquisition of shares of Common Stock pursuant to the
exercise of the Option,  including the payment of any taxes  resulting from such
exercise,  the Committee may, in its discretion authorize (i) the extension of a
loan to the  Holder  by the  Company,  (ii) the  payment  by the  Holder  of the
purchase  price of such  shares  in  installments,  (iii) the  guarantee  by the
Company of a loan  obtained  by the Holder  from a third party or (iv) make such
other  reasonable  arrangements  to  facilitate  the  exercise  of the Option in
accordance with applicable law.

                  (b) The  Committee  shall  determine  the terms of any loan or
guarantee made pursuant  hereto,  including the interest rate and other terms of
repayment  thereof,  and  whether  such loan or  guarantee  shall be  secured or
unsecured.  Each loan shall be evidenced  by a promissory  note having a maximum
term to maturity of not more than sixty (60) months.  The maximum  amount of any
loan or guarantee  shall be the option price for shares  purchased upon exercise
of the Option  plus (i)  related  interest  payments  and (ii) the amount of tax
liability  incurred by the Holder as a result of the exercise of the Option.  No
amount  loaned to the Holder and no amount the  repayment of which is guaranteed
by the  Company  shall be used for any  purpose  other  than  payment of (i) the
purchase  price of shares  acquired upon the exercise of the Option,  (ii) taxes
attributable to such exercise and (iii) interest.

         9. Method of  Exercising  Option.  (a) The Option may be  exercised  by
executing and delivering an Option  Exercise  Notice in the form attached hereto
as Exhibit A. Such notice shall be  accompanied  by payment of the full purchase
price as follows: (i) in cash by certified or bank check payable to the order of
the Company or (ii) at the  discretion  of the  Committee by  delivering  Common
Stock already owned by the Holder,  each such share of Common Stock to be valued
at its fair market value (as defined in paragraph  9(b)),  (iii) by delivering a
combination  of a certified  or bank check and Common  Stock (each such share of
Common  Stock to be valued in  accordance  with  paragraph  9(b)) or (iv) by any
other proper method specifically approved by the Committee.


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                  (b) For the purpose of any computation under paragraph 9(a) of
the fair market value per share of Common  Stock,  such value shall be deemed to
be the arithmetic mean of the high and low trading prices for such shares on the
American Stock Exchange or any other national  securities  exchange on which the
Company's Common Stock may be listed,  on the date of exercise of the Option, or
if such date shall not be a day  during  which  shares of the Common  Stock were
traded, then on the next date immediately  preceding such date during which such
trades were effected.

                  (c) If the  Option  should  be  exercised  in part  only,  the
Company  shall,  upon  surrender  of the Option for  cancellation,  execute  and
deliver a new option evidencing the rights of the Holder to purchase the balance
of the  shares of Common  Stock  purchasable  hereunder.  All  shares  purchased
hereunder shall be deemed to be fully paid and non-assessable.

         10. Conditions to Issuance of Shares. The Company shall not be required
to issue any  certificate for shares of Common Stock purchased upon the exercise
of the Option unless (i) such shares are at the time of such exercise  listed on
the American Stock Exchange or any other national  securities  exchange on which
the  Company's  Common  Stock may then be listed and (ii) the prior  approval of
such  issuance  has  been  obtained  from  any  state   regulatory  body  having
jurisdiction  (but  nothing  herein  contained  shall be deemed to  require  the
Company to register or qualify as a foreign  corporation in any state or, except
as to any matter or  transaction  relating  to the  issuance or delivery of such
shares, to consent to service of process in any state).

         11. General.  The Option shall be construed in accordance with the laws
of the State of New York and shall be binding  upon the Company and inure to the
benefit of the Holder and any  successors  of the business of the  Company,  but
neither the Option nor any rights or  privileges  conferred  hereunder  shall be
assignable by the Holder.


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         IN  WITNESS  WHEREOF,  the  Company  has  caused  the Option to be duly
executed  by its  duly  authorized  officer,  on the day and  year  first  above
written.

                                    FIRST CENTRAL FINANCIAL CORPORATION


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


Agreed and Accepted:

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


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                                                                       EXHIBIT A

                         FORM OF OPTION EXERCISE NOTICE

                                               ___________  ___, 199__

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

Attention:  President

Ladies and Gentlemen:

                The undersigned hereby irrevocably elects to exercise the within
Option to the extent of  purchasing  _____  shares of Common  Stock at $____ per
share for an aggregate purchase price of $__________.

                Enclosed  is payment  of the  purchase  price as follows  (check
applicable box):

[ ]  1.         Payment in Cash.

                Certified or bank check in the aggregate  amount of the exercise
price, payable to First Central Financial Corporation.

[ ]  2.         Payment with Common Stock or Common Stock and Cash.

                (a)       Delivery of Certificate No.(s)__________  representing
                          _________ shares of  Common  Stock,  duly  endorsed to
                          First  Central  Financial  Corporation.  The shares of
                          Common Stock evidenced by such  certificate  have been
                          valued at $_____ per share, in accordance with Section
                          9(b) of the Option. I understand  that if the enclosed
                          certificate  represents  more full  shares  of  Common
                          Stock than are  necessary to cover the exercise price,
                          the  Company   will  deliver  to   the  undersigned  a
                          certificate covering the excess number of full shares.

                (b)       Check for the  remaining  exercise  price of $_______,
                          payable  to  First   Central   Financial   Corporation
                          (required  if a  fractional  share is  involved  or if
                          payment is being made only partly with Common Stock).


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                Please have the certificate  representing  said shares forwarded
to me as indicated below.

                Instructions:  PLEASE  PRINT  YOUR  NAME  BELOW  (FIRST,  MIDDLE
INITIAL,  LAST).  If joint tenancy is  requested,  please mark the box below and
list both names in full.

                Mr.                                  Soc. Sec. #
                Mrs.                                 Soc. Sec. #
                Miss                                 Soc. Sec. #
                Ms.                                  Soc. Sec. #

                         Joint Tenancy [ ]

                Street Address___________________________________

                City________________ State_________ Zip Code______



                                                    Very truly yours,


                                                    ______________________
                                                           (Signature)


                                                    ______________________
                                                           (Signature)

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