Exhibit (m)(42)

DISTRIBUTION AND SERVICE PLAN

Variable Insurance Products Fund V:  FundsManager 60% Portfolio

Service Class 2 Shares

1. 	This Distribution and Service Plan (the "Plan"), when effective in accordancewith its terms, shall be the written plan contemplated by Rule 12b-1 under the InvestmentCompany Act of 1940, as amended (the "Act") for Service Class 2 Shares of FundsManager60% Portfolio ("Service Class 2"), a class of shares of FundsManager 60% Portfolio (the"Fund"), a series of Variable Insurance Products Fund V****(the "Trust").

2.	 The Trust has entered into a General Distribution Agreement on behalf of theFund with Fidelity Distributors Corporation (the "Distributor"), a wholly-owned subsidiary ofFidelity Management & Research Company ("FMR"), under which the Distributor uses allreasonable efforts, consistent with its other business, to secure purchasers of the Fund's shares("Shares"). Such efforts may include, but neither are required to include nor are limited to, thefollowing: (1) formulation and implementation of marketing and promotional activities, such asmail promotions and television, radio, newspaper, magazine and other mass media advertising;(2) preparation, printing and distribution of sales literature; (3) preparation, printing anddistribution of prospectuses of the Fund and reports to recipients other than existing insurancecompany shareholders; (4) obtaining such information, analyses and reports with respect tomarketing and promotional activities as the Distributor may, from time to time, deem advisable;(5) making payments to insurance companies and others engaged in the sale of Shares or whoengage in shareholder support services ("Investment Professionals"); and (6) providing training,marketing and support to such insurance companies and others with respect to Shares.

3. 	In accordance with such terms as the Trustees may, from time to time establish,and in conjunction with its services under the General Distribution Agreement with respect toService Class 2 Shares, the Distributor is hereby expressly authorized to make payments toinsurance companies in connection with the sale of Service Class 2 Shares. Such payments maybe paid as a percentage of the dollar amount of purchases of Service Class 2 Shares attributableto a particular insurance company, or may take such other form as may be approved by theTrustees.

4.	 In consideration of the services provided and the expenses incurred by theDistributor pursuant to the General Distribution Agreement and paragraphs 2 and 3 hereof, allwith respect to Service Class 2 Shares:

	(a) Service Class 2 shall pay to the Distributor a monthly distribution fee at theannual rate of 0.00% (or such lesser amount as the Trustees may, from time to time, determine)of the average daily net assets of Service Class 2 throughout the month. The determination ofdaily net assets shall be made at the close of business each day throughout the month andcomputed in the manner specified in the Fund's then current Prospectus for the determination ofthe net asset value of Service Class 2 Shares, but shall exclude assets attributable to any otherclass of Shares of the Fund. The Distributor may, but shall not be required to, use all or anyportion of the distribution fee received pursuant to the Plan to compensate InvestmentProfessionals who have engaged in the sale of Service Class 2 Shares or in shareholder supportservices with respect to Service Class 2 Shares pursuant to agreements with the Distributor, or topay any of the expenses associated with other activities authorized under paragraphs 2 and 3hereof. Such services may include, but are not limited to, the following: (1) answering questionsabout the Fund from owners of Variable Products; (2) receiving and answering correspondencefrom owners of Variable Products (including requests for prospectuses and statements ofadditional information for the Fund); (3) performing sub-accounting with respect to VariableProduct values allocated to the Fund; (4) preparing, printing and distributing reports of values toVariable Product owners who have values allocated to the Fund; (5) printing and distributingprospectuses, statements of additional information, any supplements thereto, and shareholderreports; (6) preparing, printing and distributing marketing materials for Variable Products; (7)assisting customers in completing applications for Variable Products and selecting underlyingmutual fund investment options; (8) preparing, printing and distributing sub-accountperformance figures for sub-accounts investing in Fund Shares; and (9) providing otherreasonable assistance in connection with the distribution of Fund Shares to insurers.

5.	 Separate from any payments made as described in paragraph 3 hereof, ServiceClass 2 shall also pay to the Distributor a service fee at the annual rate of 0.25% (or such lesseramount as the Trustees may, from time to time, determine) of the average daily net assets ofService Class 2 throughout the month. The determination of daily net assets shall be made at theclose of business each day throughout the month and computed in the manner specified in theFund's then current Prospectus for the determination of the net asset value of Service Class 2Shares, but shall exclude assets attributable to any other class of Shares of the Fund. Inaccordance with such terms as the Trustees may from time to time establish, the Distributor mayuse all or a portion of such service fees to compensate Investment Professionals for personalservice and/or the maintenance of shareholder accounts, or for other services for which "servicefees" lawfully may be paid in accordance with applicable rules and regulations.

6. 	The Fund presently pays, and will continue to pay, a management fee to StrategicAdvisers, Inc. ("Strategic Advisers"), an affiliate of FMR, pursuant to a management agreementbetween the Fund and Strategic Advisers (the "Management Contract"). It is recognized thatStrategic Advisers and/or FMR may use its revenues, including management fees paid toStrategic Advisers by the Fund, or fees paid to FMR by Strategic Advisers out of suchmanagement fee revenue, as well as its past profits or its resources from any other source, tomake payment to the Distributor with respect to any expenses incurred in connection with thedistribution of Service Class 2 Shares, including the activities referred to in paragraphs 2 and 3hereof. To the extent that any payments made by the Fund to Strategic Advisers, including thepayment of management fees, out of which management fees Strategic Advisers may pay fees toFMR, should be deemed to be indirect financing of any activity primarily intended to result inthe sale of Service Class 2 Shares within the meaning of Rule 12b-1, then such payment shall bedeemed to be authorized by this Plan.

7. 	This Plan shall become effective upon the approval by a vote of a majority of theTrustees of the Trust, including a majority of Trustees who are not "interested persons" of theTrust (as defined in the Act) and who have no direct or indirect financial interest in the operationof the Plan or in any agreement related to the Plan (the "Independent Trustees"), cast in person ata meeting called for the purpose of voting on this Plan.

8. 	This Plan shall, unless terminated as hereinafter provided, remain in effect untilApril 30, 2008, and from year to year thereafter; provided, however, that such continuance issubject to approval annually by a vote of a majority of the Trustees of the Trust, including amajority of the Independent Trustees, cast in person at a meeting called for the purpose of votingon this Plan. This Plan may be amended at any time by the Board of Trustees, provided that (a)any amendment to increase materially the fees provided for in paragraphs 4 and 5 hereof shall beeffective only upon approval by a vote of a majority of the outstanding voting securities ofService Class 2 and (b) any material amendment of this Plan shall be effective only uponapproval in the manner provided in the first sentence of this paragraph.

9.	This Plan may be terminated at any time, without the payment of any penalty, byvote of a majority of the Independent Trustees or by a vote of a majority of the outstandingvoting securities of Service Class 2.

10. 	During the existence of this Plan, the Trust shall require Strategic Advisers and/orFMR and/or Distributor to provide the Trust, for review by the Trustees, and the Trustees shallreview, at least quarterly, a written report of the amounts expended in connection with financingany activity primarily intended to result in the sale of Service Class 2 Shares (making estimatesof such costs where necessary or desirable) and the purposes for which such expenditures weremade.

11. 	This Plan does not require Strategic Advisers, FMR or Distributor to perform anyspecific type or level of distribution activities or to incur any specific level of expenses foractivities primarily intended to result in the sale of Service Class 2 Shares.

12. 	Consistent with the limitation of shareholder liability as set forth in the Trust'sDeclaration of Trust, any obligation assumed by Service Class 2 pursuant to this Plan and anyagreement related to this Plan shall be limited in all cases to Service Class 2 and its assets andshall not constitute an obligation of any shareholder of the Trust or of any other class of theFund, series of the Trust or class of such series.

13. 	If any provision of this Plan shall be held or made invalid by a court decision,statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.