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                                                                    Exhibit 10.1

                                            February 12, 1997

Mr. Martin J. Simon
1534 Broadway
Hewlett, New York  11557

Dear Marty:

         This letter sets forth our  agreement  concerning  your  retention as a
consultant to First Central  Financial  Corporation  (the  "Company")  and First
Central  Insurance Company ("First Central  Insurance"),  the termination of the
Employment  Agreement between First Central Financial  Corporation and you dated
as of March 18,  1994  (the  "Employment  Agreement")  and your  resignation  as
Chairman and Chief Executive Officer of the Company and First Central Insurance.

         1. CONSULTING SERVICES.  The Company and First Central Insurance hereby
retain you as a consultant  to render such  consulting  services as you may from
time to time be called  upon to render,  not to exceed 50 hours in any  calendar
year. In consideration  thereof, the Company or First Central Insurance will pay
you  compensation at the rate of $104,000 per annum during the period from March
1, 1997  through  December  31,  1999,  payable  monthly  on or before the fifth
business day of each month but the Company and First Central  Insurance  reserve
the right to make payment more frequently.  The Company's obligation to pay such
compensation  is  unconditional  and will be payable  to you or to your  estate,
without  offset or  counterclaim,  notwithstanding  your  death,  disability  or
inability  to render any  requested  consulting  services.  You shall be free to
render services,  whether or not of a competitive  nature, on your own behalf or
on behalf of any other person,  firm or corporation.  Payments or items of value
provided  to you  pursuant  to this  Paragraph  1 or  Paragraph 8 below shall be
subject  to all  applicable  federal,  state  and local  taxes  and  withholding
requirements.  If the Company or First Central  Insurance shall fail to make any
required payment of compensation hereunder,  which default shall not be cured by
the  expiration  of five days after  written  notice  thereof to the Company and
First Central Insurance,  the entire unpaid amount of compensation payable under
this  Paragraph  1 shall be  forthwith  due and  payable.  The Company and First
Central  Insurance  shall not be entitled to more than one notice of default and
opportunity to cure in any calendar year.  Interest on amounts not paid when due
shall accrue at the rate of 9% per annum.

         2. GROUP MEDICAL  INSURANCE.  Through  December 31, 1999, at no cost to
you, the Company shall provide group medical insurance coverage for you and your
family, to the extent previously required under Paragraph 4(b) of the Employment
Agreement.



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         3.  ELECTION  TO BOARD OF  DIRECTORS.  The  Board of  Directors  of the
Company will nominate you and will  recommend to  shareholders  your election to
the  Company's  Board of Directors at the 1998 Annual  Meeting of  Shareholders,
provided that you shall be physically and mentally sound and provided also, that
you shall be the beneficial  owner,  directly or indirectly,  of at least 75% of
such number of shares of common stock of the Company as you  beneficially own at
this time.

         4.  INDEMNITY  AGREEMENT.  The Company  hereby  confirms the  Indemnity
Agreement dated and effective as of January 26, 1994 between the Company and you
and agrees that such agreement is and will remain in full force and effect.

         5. PRESS RELEASE, DEROGATORY STATEMENTS. The Company will issue a press
release  relating to your  resignation,  retention as a consultant and continued
status as a member of the Company's Board of Directors which press release shall
be  subject to your  reasonable  approval.  Neither  you on the one hand nor the
Company on the other shall make any derogatory statements concerning the other.

         6.  RESIGNATION.  You hereby  resign from the  offices of Chairman  and
Chief Executive Officer of each of First Central Financial Corporation and First
Central Insurance Company effective immediately.

         7.  TERMINATION OF EMPLOYMENT  AGREEMENT.  The Employment  Agreement is
hereby  terminated and all  obligations of each of the Company and you under the
Employment Agreement are terminated.

         8.  OFFICE.  Until  December  31,  1999,  the Company or First  Central
Insurance will provide you, at the Company's option with:

                  8.1 rent free use of an  approximately  150 square foot office
to be designated by the Company located at the First Central Insurance building;
or

                  8.2 the rental cost not to exceed  $20.00 per square foot,  of
an approximately 150 square foot office selected and rented by you at a facility
other than the First Central Insurance building.

                  All expenses incurred by you in the use of such office,  other
than rent, shall be at your expense. The Company or First Central Insurance will
reimburse  you for the  reasonable  cost of moving the  furniture  which you own
personally to your new office.

         9. ATTORNEYS'  FEES. The Company shall reimburse to you your reasonable
attorneys'  expenses in connection  with the  negotiation  and execution of this
agreement  up to a maximum of $7,500.  The  Company  will pay such  amount  upon
submission of a copy of the bill from your attorney.


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         10. RELEASE.  You hereby forever release and discharge the Company, all
its  subsidiaries  and  affiliates,  and all of their  respective  shareholders,
officers,  directors,  agents,  attorneys,  servants and employees, and, without
limiting  your  rights as set forth in the  Indemnity  Agreement  referred to in
Paragraph  4 above or under the  Company's  Certificate  of  Incorporation,  the
Company  hereby  releases  you,  from  any  and  all  claims,   demands,  debts,
liabilities,  accounts,  obligations, costs, expenses, liens, actions, causes of
action and remedies of any nature whatsoever, known or unknown, arising from the
beginning  of time  until  the  date of this  release,  but not  including  acts
constituting  willful  misconduct,   intentionally  wrongful  acts,  or  conduct
constituting criminal behavior.

         11.  MISCELLANEOUS.  The  foregoing  constitutes  the entire  agreement
between the Company and you and supersedes any prior agreement or  understanding
with  respect to your  employment  by the  Company or the  termination  thereof,
including the Employment  Agreement.  You  acknowledge  that the Company has not
made  and  in  executing  this   agreement,   you  have  not  relied  upon,  any
representations, promises or inducements, except to the extent that the same are
expressly set forth in this agreement. This agreement and all of its terms shall
be  binding  upon  the  parties,   their  heirs,  spouses,   estates,   personal
representatives,  executors,  successors  and assigns (to the extent that any of
the foregoing succeed to the interest of the parties hereunder).  This agreement
shall be governed and construed  under New York law  applicable to agreements to
be performed entirely therein.

                  If the foregoing is in accordance with your  understanding and
agreement,  kindly  sign  this  letter  below  under the  words  "Agreed  To and
Accepted".


                                        Sincerely,

                                        FIRST CENTRAL FINANCIAL CORPORATION

                                        By:    /s/ Andrew W. Attivissimo
                                               ---------------------------------
                                               Andrew W. Attivissimo, President


                                        FIRST CENTRAL INSURANCE COMPANY

                                        By:    /s/ Andrew W. Attivissimo
                                               ---------------------------------
                                               Andrew W. Attivissimo, President

AGREED TO AND ACCEPTED:

 /s/ Martin J. Simon
-----------------------
     Martin J. Simon


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