0000356173-06-000012 Sample Contracts

AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between COLCHESTER STREET TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • May 26th, 2006 • Fidelity Colchester Street Trust • Massachusetts

Agreement made this 19th day of May, 2005, between Colchester Street Trust, a Delaware statutory 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 Prime Money Market Portfolio, 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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SELLING DEALER AGREEMENT (for Bank Related Transactions)
Selling Dealer Agreement • May 26th, 2006 • Fidelity Colchester Street 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 and B 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:

BANK AGENCY AGREEMENT
Bank Agency Agreement • May 26th, 2006 • Fidelity Colchester Street Trust • Massachusetts

We at Fidelity Distributors Corporation offer to make available to your customers 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 act as agent for the Portfolios. You (____________________________________) are a division or affiliate of a bank (____________________________________) and desire to make Portfolio shares available to your customers on the following terms:

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