0000927384-02-000005 Sample Contracts

MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND III: VALUE STRATEGIES PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • April 29th, 2002 • Variable Insurance Products Iii • Massachusetts

AGREEMENT made this 14th day of February, 2002, by and between Variable Insurance Products Fund III, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Value Strategies 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 MANAGEMENT & RESEARCH (Far East) INC. and VARIABLE INSURANCE PRODUCTS FUND III ON BEHALF OF VALUE STRATEGIES PORTFOLIO
Sub-Advisory Agreement • April 29th, 2002 • Variable Insurance Products Iii • Massachusetts

AGREEMENT made this 14th day of February, 2002, 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 (Far East) Inc. (hereinafter called the "Sub-Advisor"); and Variable Insurance Products Fund III, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Value Strategies Portfolio (hereinafter called the "Portfolio").

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • April 29th, 2002 • Variable Insurance Products Iii • Massachusetts

AGREEMENT made this 14th day of February, 2002, 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 III and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • April 29th, 2002 • Variable Insurance Products Iii • Massachusetts

Agreement made this 14th day of February, 2002, between Variable Insurance Products Fund III, 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 Value Strategies 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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