BOAR D OF GOVERNOR S 

OF THE 

FEDERA L RESERVE SYSTEM 

WASHINGTON , D. C. 2055 1 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

October 31, 2012 

Mr. Peter D. Stahl 

Assistant Secretary 

FMR LLC 

Fidelity Thrift Holding Company, Inc. 

82 Devonshire Street, F7B 

Boston, Massachusetts 02109 

Dear Mr. Stahl: 

This is in response to the application by FMR LLC and Fidelity Thrift Holding 

Company, Inc. (together, the "Fidelity Companies"), both of Boston, Massachusetts, to 

deregister as savings and loan holding companies ("SLHCs") pursuant to section 604(i) of the 

Dodd-Frank Act, 12 U.S.C. § 1467a(a)(l)(D)(ii)(II), and the Board's Regulation LL, 

12 CFR 238.4(d). The Fidelity Companies seek to deregister based on the representation that 

their subsidiary federal savings association, Fidelity Personal Trust Company, FSB ("Trust 

Company"), Boston, Massachusetts, qualifies as a trust-only company pursuant to 

section 2(c)(2)(D) of the Bank Holding Company Act, 12 U.S.C. § 1841(c)(2)(D). 

FMR LLC is a stock brokerage company and Fidelity Thrift Holding Company, 

Inc. is a financial services holding company. The Fidelity Companies are SLHCs because they 

own Trust Company. Trust Company is a limited-purpose savings association that serves as a 

trustee and custodian for its customers and provides asset and investment management services. 

In connection with the application, the Fidelity Companies and Trust Company 

have committed as follows: 

1. Trust Company will not, without the prior approval of the Board or its staff, engage in 

activities beyond those that are permissible under section 5(n) of the Home Owners' 

Loan Act, 12 U.S.C. § 1464(n), and its implementing regulations. 

2. Trust Company will hold at least 99 percent of its deposits in a trust or fiduciary 

capacity (excluding from the calculation the amount required to maintain deposit 

insurance from the Federal Deposit Insurance Corporation ("FDIC")). 

3. Trust Company does not maintain and will not accept demand deposits or deposits that 

the depositor may withdraw by check or similar means for payment to third parties or 

others. 

4. Trust Company does not and will not make commercial loans. 
5. Trust Company will not obtain payment or payment-related services from any Federal 

Reserve Bank and will not seek to exercise discount or borrowing privileges with the 

Federal Reserve. 

6. No affiliates of Trust Company will offer or market the deposits of Trust Company that 

are insured by the FDIC. 

Based on the foregoing and all the facts of record, including the most recent call 

report and report of examination of Trust Company and consultation with the Office of the 

Comptroller of the Currency, Trust Company's primary federal regulator, the General Counsel 

and the Director of the Division of Banking Supervision and Regulation, acting pursuant to 

authority delegated by the Board, have approved the application by the Fidelity Companies to 

deregister as SLHCs. This action is taken in reliance on all the facts of record, including all the 

representations and commitments made to the Board in connection with the application. Those 

representations and commitments constitute conditions imposed in writing in connection with the 

approval of the Fidelity Companies' application to deregister as SLHCs and, as such, may be 

enforced in proceedings under applicable law. Any change in the representations or 

commitments may result in a different conclusion and should be reported to Board staff 

promptly. 

Sincerely yours, 

[signed] Robert deV. Frierson 

Secretary of the Board 

cc: James T. Nolan, Executive Vice President 

Federal Reserve Bank of Boston 

Office of the Comptroller of the Currency