0000927384-08-000004 Sample Contracts

MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V ASSET MANAGER PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • April 28th, 2008 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2007, by and between Variable Insurance Products Fund V, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Asset Manager Portfolio (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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SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY RESEARCH & ANALYSIS COMPANY and VARIABLE INSURANCE PRODUCTS FUND V ON BEHALF OF ASSET MANAGER: GROWTH PORTFOLIO
Sub-Advisory Agreement • April 28th, 2008 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT made this 29th day of June, 2007, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"); Fidelity Research & Analysis Company (hereinafter called the "Sub-Advisor"); and Variable Insurance Products Fund V, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Asset Manager: Growth Portfolio (hereinafter called the "Portfolio").

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • April 28th, 2008 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT made this 29th day of June, 2007, 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").

GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND V and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • April 28th, 2008 • Variable Insurance Products Fund V • Massachusetts

Agreement made this 29th day of June, 2007, between Variable Insurance Products Fund V, 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 Investor Freedom Income Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

ADMINISTRATION AGREEMENT between STRATEGIC ADVISERS, INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Administration Agreement • April 28th, 2008 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT dated as of this 29th day of June, 2007 between Strategic Advisers, Inc., a Massachusetts corporation (the "Adviser"), and Fidelity Management & Research Company, a Massachusetts corporation (the "Administrator").

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • April 28th, 2008 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT made this 29th day of June, 2007, 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").

MANAGEMENT CONTRACT between and VARIABLE INSURANCE PRODUCTS FUND V: MONEY MARKET PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Variable Insurance Products Fund V • April 28th, 2008 • Massachusetts

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

SUB-ADVISORY AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Advisory Agreement • April 28th, 2008 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT as of the 29th day of June, 2007, by and between Fidelity International Investment Advisors (U.K.) Limited, 27-28 Lovat Lane, London, England (hereinafter called the "U.K. Sub-Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").

FORM OF AMENDMENT TO SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS JAPAN LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Advisory Agreement • April 28th, 2008 • Variable Insurance Products Fund V • Massachusetts

This Amendment made as of this ___ day of ______, 200_, by and between Fidelity Investments Japan Limited, a Japanese company with principal offices at Shiroyama JT Trust Tower, 3-1, Toranomon 4-chome, Minato-Ku, Tokyo, Japan 105-6019 (hereinafter called the "Japan Sub-Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and VARIABLE INSURANCE PRODUCTS FUND V ON BEHALF OF ASSET MANAGER PORTFOLIO
Sub-Advisory Agreement • April 28th, 2008 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT made this 29th day of June, 2007, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Adviser"); Fidelity Management & Research (U.K.) Inc. (hereinafter called the "Sub-Adviser"); and Variable Insurance Products Fund V, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Asset Manager Portfolio (hereinafter called the "Portfolio").

AMENDMENT TO SUB-ADVISORY AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Advisory Agreement • April 28th, 2008 • Variable Insurance Products Fund V • Massachusetts

This Amendment made as of this 1st day of August, 2007, by and between Fidelity International Investment Advisors (U.K.) Limited, 27-28 Lovat Lane, London, England (hereinafter called the "U.K. Sub-Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").

GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND V and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • April 28th, 2008 • Variable Insurance Products Fund V • Massachusetts

Agreement made this 29th day of June, 2007, between Variable Insurance Products Fund V, 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 Freedom Lifetime Income II Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

AMENDMENT TO SUB-ADVISORY AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS and FIDELITY MANAGEMENT & RESEARCH COMPANY and VARIABLE INSURANCE PRODUCTS FUND V ON BEHALF OF STRATEGIC INCOME PORTFOLIO
Sub-Advisory Agreement • April 28th, 2008 • Variable Insurance Products Fund V • Massachusetts

This Amendment made as of this 1st day of August, 2007, amends the Sub-Advisory Agreement (the "Agreement"), dated June 29, 2007, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"); Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor"); and Variable Insurance Products Fund V, a Massachusetts business trust, on behalf of Strategic Income Portfolio (hereinafter called the "Portfolio").

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