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                                                                  EXHIBIT 10.12




                    CENTRAL FINANCIAL ACCEPTANCE CORPORATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN





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                    CENTRAL FINANCIAL ACCEPTANCE CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         1. Purpose - The purpose of this Plan is to provide key executives with
an incentive to become or remain long-term employees of the Company. This Plan
is intended to be a "tophat" plan within the meaning of Sections 201(2),
301(a)(3), 401(a)(1) and 4021(b)(6) of the Employee Retirement Income Security
Act of 1974, as amended.

         2. Definitions - As used in this Plan, the following terms shall have
the meanings set forth below, unless the context requires otherwise:

                  (a) "Accrued Benefit" shall mean a Participant's Target
Benefit Level adjusted by: (i) multiplying it by a fraction not to exceed one,
the numerator of which is the Participant's active Years of Service and the
denominator of which is the Years of Service the Participant would have had at
his Normal Retirement Date if he continued in employment with the Company until
such date, and (ii) reducing it by the annuity value (as determined by an
actuary who is selected by the Board of Directors) of the Participant's Profit
Sharing Plan Account.

                  (b) "Actuarial Equivalent" shall mean equality in
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value of the aggregate sums expected to be received under the form of payment
under the Plan, or equality in value of the same form of payment under the Plan
if payments begin as of a different date, or both, determined in each case by
actuarial assumptions determined by an actuary who is selected by the Board of
Directors.

                  (c) "Affiliate" shall mean (i) the Company, (ii) any
corporation of which the Company or any other Affiliate owns more than 50% of
the outstanding shares or (iii) any corporation which owns more than 50% of the
outstanding shares of the Company or any other Affiliate.

                  (d) "Surviving Spouse" shall mean the person determined in
accordance with Section 8.

                  (e) "Board of Directors" shall mean the Board of Directors of
the Company.

                  (f) "Company" shall mean Central Financial Acceptance
Corporation, a Delaware corporation, and any successor thereto.

                  (g) "Compensation" shall mean the Participant's fixed salary
or base pay which is paid to the Participant in consideration for his personal
services actually rendered to the Company, including any amount contributed by
the Company pursuant to a salary reduction agreement which is not includible
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in the gross income of the Participant under Section 125 or 402(e)(3) of the
Internal Revenue Code of 1986, as amended, and any bonuses accrued by the
Company with respect to such Participant.

                  (h) "Effective Date" shall mean June __, 1996.

                  (i) "Employee" shall mean any key employee on the payroll of
the Company whose wages are subject to withholding for Federal income tax
purposes.

                  (j) "Final Average Compensation" shall mean the average
monthly Compensation earned by a Participant during those 36 consecutive
calendar months out of the last 60 calendar months preceding the Participant's
termination of employment with the Company which produces the highest monthly
average.

                  (k) "Normal Retirement Date" shall mean the first day of the
month following the date the Participant attains his 60th birthday.

                  (l) "Participant" shall mean each Employee who is eligible to
participate in the Plan in accordance with the provisions of Section 3.

                  (m) "Plan" shall mean the Central Financial Acceptance
Corporation Supplemental Executive Retirement Plan, as embodied herein and as
amended from time to time.
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                  (n) "Post-Effective Date Year of Service" shall mean each Year
of Service completed after the Effective Date.

                  (o) "Profit Sharing Plan Account" shall mean a Participant's
Company contribution account, including earnings thereon, under the Banner's, a
California corporation, dba Central Electric Profit Sharing Plan and any
successor plan thereto.

                  (p) "Surviving Spouse" shall mean the person determined in
accordance with Section 8.

                  (q) "Target Benefit Level" shall mean a monthly benefit
beginning at the Participant's Normal Retirement Date, equal to a percentage
designated by the Board of Directors of a Participant's Final Average
Compensation, but in no event more than 50% of the Participant's Final Average
Compensation.

                  (q) "Year of Service" shall mean each twelve consecutive month
period or fraction thereof (to the nearest whole month) beginning with the date
the Participant is hired by the Company or its Affiliates (whether completed
before or after the Effective Date and before or after the Employee becomes a
Participant in this Plan).

         3. Eligibility. The Board of Directors shall designate, from time to
time, the Employees who are eligible to participate
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in the Plan. An Employee shall cease to be a Participant in the Plan upon his
termination of employment.

         4. Benefit Agreement. Upon his designation, each Participant shall
enter into a written agreement (the "Agreement") with the Company, which shall
be executed for the Company by the Chairman of the Board of Directors or the
President, and which shall include the Target Benefit Level and such other terms
as the Board of Directors shall deem appropriate. The Board of Directors may
amend the Agreement to provide for an increase or decrease of the Target Benefit
Level for an eligible Employee; provided that any decrease shall apply only to
Years of Service after the date of such decrease.

         5. Normal Retirement Benefit. If a Participant terminates his
employment with the Company on or after his Normal Retirement Date and after
having completed at least ten Years of Service (at least five of which are
Post-Effective Date Years of Service), he shall be entitled to receive a benefit
in a monthly amount equal to his Accrued Benefit , or the Actuarial Equivalent
of such Accrued Benefit if the Participant's termination of employment occurs
after his Normal Retirement Date. Such Benefit shall be paid monthly in the form
of a straight life annuity for the Participant's life, commencing on
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the later of the Participant's Normal Retirement Date or the first day of the
month following the Participant's termination of employment.

         6. Death Benefits. In the event a Participant dies after completing at
least ten Years of Service (at least five of which are Post-Effective Date Years
of Service), while either an Employee or after having retired under Section 5 or
having terminated employment under Section 7 but before having received any
payment of his Accrued Benefit and he is survived by a Surviving Spouse, the
Company shall pay a death benefit to his Surviving Spouse, in an amount equal to
the Actuarial Equivalent of the Participant's Accrued Benefit as of the date of
his death determined on the basis of his Final Average Compensation and Years of
Service as of such date. Such amount shall be paid monthly for the life of the
Participant's Surviving Spouse, commencing as of the first day of the month
following the Participant's death.

         7. Termination of Employment. If a Participant's employment with the
Company and its Affiliates is involuntarily terminated (other than by reason of
death) prior to his Normal Retirement Date, he will receive a benefit under the
Plan, provided he completed at least ten Years of Service (at least
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five of which are Post-Effective Date Years of Service). The benefit payable
pursuant to this Section 7 shall be a monthly amount equal to the Participant's
Accrued Benefit determined on the basis of his Final Average Compensation and
Years of Service as of the date of his termination of employment and shall be
paid monthly in the form of a straight life annuity for the Participant's life,
commencing on the Participant's Normal Retirement Date. Notwithstanding the
preceding, a Participant shall not be entitled to any benefits under the Plan if
his employment with the Company and its Affiliates is terminated for "cause".
For purposes of this Plan, a Participant shall be terminated for "cause" if his
employment is terminated because of the Participant's fraud, misappropriation of
funds or property of the Company or its Affiliates for his own use, embezzlement
of the property of the Company or its Affiliates or a material and intentional
breach by the Participant of the provisions of his employment.

         8. Surviving Spouse. Any amount payable pursuant to this Plan upon the
death of a Participant shall be payable to the spouse, if any, to whom the
Participant was married at the time of his death.
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         9. Funding. Benefits under this Plan shall be unfunded, shall be
payable out of the general assets of the Company, and no special or separate
fund shall be established to assure payment of such amounts. No Participant or
Surviving Spouse shall have any rights under the terms of the Plan or a Benefit
Agreement greater than the rights of an unsecured general creditor of the
Company.

         10. Other Retirement Benefits. The benefits and payments provided under
this Plan are independent of any and all retirement benefits provided to the
Participant from any other source, except that in determining the amount of the
Participant's Accrued Benefit pursuant to Section 2(a), the value of the
Participant's Profit Sharing Plan Account shall be taken into account as
provided in Section 2(a).

         11. Incapacity. In the event that the Board of Directors determines
that the Participant or his Surviving Spouse is unable to care for his affairs
due to any physical or mental condition, any payment due the Participant or
Surviving Spouse under this Plan may be made to his duly appointed legal
representative. The Board of Directors may, in its discretion, make such payment
to a child, parent or spouse of such Participant or Surviving Spouse or to any
other person with whom
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he resides or who is charged with his care. Any such payment so made shall be in
complete discharge of the liability of the Company under this Plan to each and
every person with respect to the amount so paid.

         12. Assignment. The interest in this Plan of a Participant or Surviving
Spouse shall not be subject to assignment or transfer or otherwise be alienable
either by voluntary or involuntary acts of such person, or by operation of law,
nor shall it be subject to attachment, execution, garnishment, sequestration or
other seizure under any legal, equitable or other process. If any Participant or
Surviving Spouse shall attempt to or shall alienate, sell, transfer, pledge or
otherwise encumber any amount to which he is or might become entitled, or if by
reason of the bankruptcy or insolvency of any such person or the issuance of any
garnishment, writ of execution or other court process, or other event happening
at any time, any amount otherwise payable hereunder to such person should
devolve upon anyone other than him or would not be enjoyed by him, the Board of
Directors, in its absolute discretion, may terminate such interest and may hold
or apply it to or for the benefit of such Participant, or Surviving Spouse, as
the case may be, or the spouse, children or other dependents
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of such person, in such manner as the Board of Directors may deem proper.

         13. No Employment Contract. This Plan shall not be construed as
creating any contract of employment between the Company and the Participant nor
shall it change any rights or obligations under any existing employment contract
between the Company and the Participant. The Company shall have the same right
with respect to, and control over, its Employees as though this Plan had never
been executed.

         14. Covenant Not to Compete.

                  (a) If a Participant shall, during the 24-month period
immediately following his termination of employment with the Company, engage in
"Competition" with the Company (as hereinafter defined), within the territories
in which the Company is actively engaged in the conduct of business during the
term of employment hereunder including, without limitation, the territories in
which customers are then being solicited, his benefit payments shall be
suspended, and he shall be required to return the amount of any previous
benefits paid to him under this Plan plus any interest thereon, as liquidated
damages, or if no such payments have been made, his benefit under the Plan shall
be forfeited.
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                  (b) The word "Competition" for purposes of this Section 14 or
any other provision of this Plan shall mean:

                           (i) Engaging in or carrying on, directly or
         indirectly, either for himself or as a member of a partnership or as a
         stockholder, investor, lender, officer or director of a corporation
         (other than the Company), or as an employee or agent of, or consultant
         or advisor to, any person, partnership, corporation, joint venture or
         enterprise (other than the Company), or in any capacity on behalf of
         any trust or other organization or entity, any business in competition
         with (as defined below) any business then carried on by the Company as
         long as any like business is carried on by the Company or by any
         person, corporation, partnership, trust or other organization or entity
         deriving title to the good will of such business, directly or
         indirectly, from the Company; provided, however, that nothing herein
         contained shall prevent the Participant from purchasing securities of
         any publicly owned company, the securities of which are listed on a
         national securities exchange or registered pursuant to Section 12(g) of
         the Securities Exchange Act of 1934, (the "1934 Act") but the total
         holding of such security so
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         listed or registered shall be limited to 1% of the amount of any such
         security outstanding. The Participant may make investments, without
         restriction on amount, in noncompetitive private businesses. For the
         purposes of this Section 14(b)(i) the term "any business in competition
         with" shall mean any business engaged principally or in part in the
         business of the Company as described in its Registration Statement on
         Form S-1 (Registration No. 333- 3790) relating to the registration of
         shares of the common stock of the Company (the "Registration
         Statement") and in any other filing made after the Effective Date by
         the Company with the Securities and Exchange Commission pursuant to the
         Securities Act of 1933, as amended, or the 1934 Act ("Subsequent
         Filings"); or

                           (ii) soliciting, raiding, enticing, inducing or
         attempting to persuade any person that presently is or is at any time
         during the term of the Participant's employment as an Employee (or, in
         the case of termination, is at the time of termination or within the
         24-month period thereafter) an employee of the Company to become
         employed by any person, firm, partnership, corporation or other
         enterprise or entity, and the Participant shall not
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         approach any such employee for such purpose or authorize the taking of
         such actions by any other person, firm, partnership, corporation or
         other enterprise or entity in taking such action; or

                           (iii)  divulging, furnishing or making accessible
         to any person, corporation, partnership, trust or other organization or
         entity, any information, trade secrets, technical data or know-how
         relating to the business, business practices, methods, attorney-client
         communications, pending or contemplated acquisitions or other
         transactions, products, processes, equipment or any confidential or
         secret aspect of the business of the Company without the prior written
         consent of the Company, unless such information shall have become
         public knowledge or shall have become known generally to competitors of
         the Company through sources other than the Participant.

         15. Amendment and Termination. The Company may amend, terminate or
suspend this Plan at any time or from time to time by a resolution by the Board
of Directors; provided, however, that no amendment or termination of the Plan
shall reduce the Accrued Benefit to which any Participant or Surviving Spouse is
entitled under this Plan by reason of the Participant's prior
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Years of Service or the Participant's death, or other termination of employment.

         16. Administration. This Plan shall be administered by the Board of
Directors. The Board of Directors shall be charged with the operation and
administration of the Plan. The Board of Directors shall have discretionary
authority to interpret and construe this Plan and to determine all questions
arising under this Plan, and to adopt and amend from time to time such by-laws
and rules and regulations necessary for the administration of this Plan which
are not inconsistent with the terms and provisions of this Plan.

         17. Binding Effect. This Plan shall inure to the benefit of and be
binding upon the Company, its successors and assigns, including without
limitation any corporation which may acquire all its assets or into which the
Company may be consolidated or merged, and any Participant, his heirs,
executors, administrators and legal representatives, provided that the
obligations of the Participant hereunder may not be delegated.

         18. Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the State of California governing contracts to be
made and performed therein without giving effect to principles of conflicts of
law, except to the





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extent such laws have been superseded by Federal law.

                  19. Gender and Number. The masculine pronoun whenever used
herein shall include the feminine pronoun and the singular number shall include
the plural number and vice versa unless the context of the Plan requires
otherwise.





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                  IN WITNESS WHEREOF, Central Financial Acceptance Corporation
has executed this Plan on this 24th of June 1996.

                                    CENTRAL FINANCIAL ACCEPTANCE CORPORATION

                                    By /s/ GARY M. CYPRES
                                      -----------------------------------
                                    Gary M. Cypres
                                    President and Chief Executive Officer

ATTEST:

________________________________
Secretary