0000708191-07-000006 Sample Contracts

FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY FINANCIAL TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • December 18th, 2007 • Fidelity Financial Trust • Massachusetts

Agreement made this __ day of , 200 , between Fidelity Financial Trust, a Massachusetts business trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest ("Issuer"), with respect to shares of Fidelity Mid Cap Independence Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

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MANAGEMENT CONTRACT BETWEEN FIDELITY FINANCIAL TRUST: FIDELITY EQUITY-INCOME II FUND AND FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • December 18th, 2007 • Fidelity Financial Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2007, by and between Fidelity Financial Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Equity-Income II Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

MANAGEMENT CONTRACT BETWEEN FIDELITY FINANCIAL TRUST: FIDELITY INDEPENDENCE FUND AND FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • December 18th, 2007 • Fidelity Financial Trust • Massachusetts

AGREEMENT AMENDED AND RESTATED as of this 1st day of August, 2007, by and between Fidelity Financial Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Independence Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • December 18th, 2007 • Fidelity Financial Trust • Massachusetts

AGREEMENT made this __ day of _____, 200_, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Sub-Adviser") and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Adviser").

FORM OF SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and FIDELITY FINANCIAL TRUST ON BEHALF OF FIDELITY MID CAP INDEPENDENCE FUND
Fidelity Financial Trust • December 18th, 2007 • Massachusetts

AGREEMENT made this ___ day of ____, 200_, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"); Fidelity Management & Research (U.K.) Inc. (hereinafter called the "Sub-Advisor"); and Fidelity Financial Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Fidelity Mid Cap Independence Fund (hereinafter called the "Portfolio").

FORM OF SELLING DEALER AGREEMENT
Selling Dealer Agreement • December 18th, 2007 • Fidelity Financial Trust • Massachusetts

We at Fidelity Distributors Corporation invite you (______________________________) to distribute shares of the mutual funds, or the separate series or classes of the mutual funds, listed on Schedule A attached to this Agreement (the "Portfolios"). We may periodically change the list of Portfolios by giving you written notice of the change. We are the Portfolios' principal underwriter and, as agent for the Portfolios, we offer to sell Portfolio shares to you on the following terms:

MANAGEMENT CONTRACT BETWEEN FIDELITY FINANCIAL TRUST: FIDELITY CONVERTIBLE SECURITIES FUND AND FIDELITY MANAGEMENT & RESEARCH COMPANY
Fidelity Financial Trust • December 18th, 2007 • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2007, by and between Fidelity Financial Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Convertible Securities Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

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