FIRESTONE RETAIL CREDIT CORP S-1/A

AMENDMENT NO. 4 TO REGISTRATON STATEMENT

FORM OF UNDERWRITING AGREEMENT

CERTIFICATE OF INCORPORATION OF THE

AMENDED AND RESTATED BY-LAWS OF THE

FORM OF POOLING AND SERVICING AGREEMENT

FORM OF SERIES 1996-1 SUPPLEMENT

AMENDED AND RESTATED PURCHASE AND SALE

AMENDED AND RESTATED PARTICIPATION AGREEMENT

SERVICER LETTER OF CREDIT

TRANSFEROR LETTER OF CREDIT

OPINION OF STROOCK & LAVAN

OPINION OF BROWN & WOOD