Exhibit
10.2


 


 


PRECISION
CASTPARTS CORP.


 


NONEMPLOYEE
DIRECTORS’ DEFERRED COMPENSATION PLAN


 


2003
RESTATEMENT


 


December
1, 2003


 


 


	
  Precision
  Castparts Corp.,

  	
   

  
	
  an
  Oregon corporation

  	
   

  
	
  4650
  SW Macadam, Suite 440

  	
   

  
	
  Portland,
  OR  97239

  	
  Company

  



 

















 


TABLE OF
CONTENTS


 


	
  1.

  	
  PLAN
  ADMINISTRATION

  	
   

  
	
  2.

  	
  ELIGIBILITY; DEFERRAL
  ELECTIONS

  	
   

  
	
  3.

  	
  DEFERRED FEE ACCOUNTS

  	
   

  
	
  4.

  	
  PHANTOM
  STOCK FUND

  	
   

  
	
  5.

  	
  TIME AND MANNER OF PAYMENT

  	
   

  
	
  6.

  	
  DEATH

  	
   

  
	
  7.

  	
  TERMINATION; AMENDMENT

  	
   

  
	
  8.

  	
  CLAIMS
  PROCEDURE

  	
   

  
	
  9.

  	
  GENERAL
  PROVISIONS

  	
   

  
	
  10.

  	
  DEFINITION OF CHANGE IN
  CONTROL

  	
   

  
	
  11.

  	
  EFFECTIVE
  DATE

  	
   

  



 


i

















 


PRECISION CASTPARTS CORP.


 


NONEMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLAN


 


2003 RESTATEMENT


 


December 1, 2003


 


 


	
  Precision
  Castparts Corp.,

  	
   

  
	
  an
  Oregon corporation

  	
   

  
	
  4650
  SW Macadam, Suite 440

  	
   

  
	
  Portland,
  OR  97239

  	
  Company

  



 


Precision
Castparts Corp. (the “Company”) adopted the Nonemployee Directors’ Deferred
Compensation Plan (the “plan”) to create a deferred compensation arrangement
for members of the Board of Directors of the Company (the “Board”) who are not
employees (“Nonemployee Directors,” or “Directors”).  In order to make a number of changes in the operation of the
plan, the Company adopts this 2003 Restatement as an amendment to the plan on
the terms set forth below.


 


1.                                      Plan Administration


 


The Chief
Executive Officer (“CEO”) of the Company shall appoint one or more employees of
the Company as Administrator of the plan. 
The Administrator shall interpret and administer the plan and for that
purpose may make, amend or revoke rules and regulations at any time.  The Administrator shall have absolute
discretion to carry out responsibilities established under this plan.


 


2.                                      Eligibility; Deferral Elections


 


2.1                               A Nonemployee Director may elect as provided
below to defer all or a specified part of the Directors’ Fees payable to the
Director. An election shall be in writing on a form prescribed by the
Administrator and shall specify the time and manner of payment of the deferred
amounts in accordance with other provisions of this plan.


 


2.2                               An
election to defer Directors’ Fees received by the Administrator on or before
December 31 of any year shall be effective for fees payable for the succeeding
calendar year.  A new fee deferral
election must be made for each calendar year.


 


2.3                               In
the first year in which a Director becomes eligible to participate in the Plan,
the newly eligible Director may make an election to defer Directors’ Fees
payable to him or her for services to be performed subsequent to the election
by submitting the election to the Administrator on or before the date of the
next regular or special Board meeting after the Director first becomes
eligible.  The election shall be
effective as of the date of the regular or special Board meeting on or next
after the date the election is made.


 

















 


2.4                               The
Company may withhold from any deferral, or from nondeferred fees payable at the
same time, any amounts required by applicable law and regulations.


 


3.                                      Deferred Fee Accounts


 


3.1                               The
Company shall deduct from Directors’ Fees and credit to a Directors’ Fee
Deferral Account (the “Account”) each Directors’ Fee amount deferred under this
plan.  The Account shall be credited as
of the day the deferred Directors’ Fee would otherwise have been paid to the
Director.


 


3.2                               Until
full payment of an Account balance has been made to the Director or
beneficiaries entitled to the amount identified by the Account (the
“Participant”), the Company shall credit or debit the Account, as the case may
be, for investment performance as follows:


 


(a)                                  The
investment result shall be determined by the Performance Option(s) selected by
the Participant.  A Participant may
select more than one Performance Option in accordance with procedures
designated by the Administrator.


 


(b)                                 Participants
may select Performance Options under Section 3.2(c), and, except for selections
made with respect to the Phantom Stock Fund, may change an existing selection,
on any business day and in a manner prescribed by the Administrator, such
change to be effective on the next business day.  Except for selections made with respect to the Phantom Stock
Fund, a change in a Participant’s selection of one or more Performance Options
shall apply only to the existing amounts in the Participant’s Account, only to
future deferral amounts, or to both, as selected by the Participant.  Changes by a Participant with respect to the
Phantom Stock Fund Performance Option (other than changes relating to the
settlement of Phantom Stock Units, as defined below, in shares of Company
Common Stock) shall be governed by Section 4.4.


 


(c)                                  The
Performance Options shall be as follows:


 


(i)                                     The
commercial prime lending rate of the Bank of America or its successor, plus 2
percentage points, as in effect from time to time (“Prime Rate plus 2
Percent”).


 


(ii)                                  The
Phantom Stock Fund (as described in Part 4).


 


(iii)                               Other
Performance Options shall be those listed in Appendix A and shall be the same
as for the Executive Deferred Compensation Plan.  The CEO shall have authority to add new Performance Options to
the list in Appendix A and to remove Performance Options from the list, subject
to Section 7.2(b).


 


(d)                                 When
the Prime Rate plus 2 Percent Performance Option has been selected, Accounts
shall be revalued daily based on the current rate in effect.


 


2

















 


(e)                                  When
the Phantom Stock Fund Performance Option has been selected, Accounts shall be
credited, debited and revalued as provided in Section 4.2.


 


(f)                                    When
any of the Performance Options listed in Appendix A has been selected, amounts
deferred shall be credited as equivalent shares at the closing price on the day
of the deferral.  All equivalent shares
shall be revalued up or down daily to the closing price.


 


(g)                                 Upon
a change of selection from a Performance Option listed in Appendix A, the
Account shall be credited or debited, as the case may be, based on the value of
the equivalent shares at the closing price on the business day preceding the
day on which the change takes effect.


 


3.3                               Each
Participant’s Account shall be maintained on the books of the Company until
full payment has been made to the Participant entitled to the amount identified
by the Account.  No assets shall be set
aside or earmarked to fund the Account, which shall be purely a bookkeeping
device.


 


4.                                      Phantom Stock Fund


 


4.1                               (a)                                  “Phantom
Stock Fund” refers to a Performance Option tied to the performance of the
Company’s Common Stock, as described more specifically in this Part 4.


 


(b)                                 “Current
Director” refers to a Director who is currently serving on the Company’s Board
or has served on the Company’s Board or been a Company employee or officer in
the previous six months.  “Former
Director” refers to a Director who has not served on the Company’s Board or
been a Company employee or officer in the previous six months.


 


(c)                                  Provisions
of this Part 4 contain special rules applicable to the Phantom Stock Fund.  However, unless otherwise expressly
provided, the Phantom Stock Fund is subject to all of the plan provisions
applicable to other Performance Options.


 


4.2                               (a)                                  (i)                                     The
part of a Participant’s Account that is allocated to the Phantom Stock Fund, if
any, shall be credited or debited, as the case may be, as if it were 100%
invested in Common Stock of the Company. 
Each amount credited to the Phantom Stock Fund shall be credited in
units (“Phantom Stock Units”), which Phantom Stock Units shall be calculated by
dividing the amount credited to the Phantom Stock Fund by the closing price of
the Company’s Common Stock on the New York Stock Exchange on the date of crediting.  Fractional Phantom Stock Units shall be
credited to three decimal points.


 


3

















 


(ii)                                  Phantom
Stock Units in a Participant’s Account shall be revalued up or down daily to
the closing price of the Company’s Common Stock on the New York Stock Exchange.


 


(iii)                               If a Former Director (or
a beneficiary entitled to the amount identified by such Former Director’s
Account) changes a Performance Option selection such that existing amounts in
the Former Director’s Account are debited from the Phantom Stock Fund, the
Account shall be adjusted based on the value of Phantom Stock Units on the last
business day prior to the date of debiting, as determined by the closing price
of the Company’s Common Stock on the New York Stock Exchange on such date.  Fractional Phantom Stock Units shall be
debited to three decimal points.


 


(b)                                 To
the extent cash dividends are paid on the Company’s Common Stock, a
Participant’s Account shall be credited with phantom dividends, which shall
equal the per-share dividend paid on the Company’s Common Stock multiplied by
the number of Phantom Stock Units in a Participant’s Account on the record date
for the dividend.  Phantom dividends
shall be credited to an Account in the form of additional Phantom Stock Units
(calculated in the manner described in Section 4.2(a)).


 


(c)                                  In
the event of any change in the Company’s Common Stock by reason of a
recapitalization, reclassification, stock split, reverse stock split,
combination of shares or similar transaction, the number of Phantom Stock Units
held by a Participant under the plan shall be proportionately adjusted.


 


4.3                               No
voting or other rights of any kind associated with ownership of the Company’s
Common Stock shall inure to a Participant by virtue of the allocation of all or
any part of an Account to the Phantom Stock Fund.


 


4.4                               (a)                                  A
Director may not under any circumstances select the Phantom Stock Fund
Performance Option to apply to future deferral amounts.


 


(b)                                 One
time each calendar year, on a date set by the Administrator, a Participant who
is currently serving on the Company’s Board or as a Company employee or officer
may change his or her Performance Option selection applicable to the existing
amounts in his or her Account to provide for all or a part of such existing
amounts to be credited to the Phantom Stock Fund.  A Current Director may not under any circumstances change his or
her Performance Option selection with respect to the existing amounts in his or
her Account to provide for any part of such existing amounts to be debited from
the Phantom Stock Fund.


 


(c)                                  On
any business day, a Former Director (or a beneficiary entitled to the amount
identified by such Former Director’s Account) may, in a manner prescribed by
the Administrator, change a Phantom Stock Fund Performance Option selection
such that existing amounts in the Former Director’s Account are


 


4

















 


debited from the
Phantom Stock Fund.  Such a change will
be effective on the next business day. 
Neither a Former Director nor a beneficiary entitled to the amount
identified by such Former Director’s Account may under any circumstances change
a Phantom Stock Fund Performance Option selection to provide for any existing
amounts in the Former Director’s Account to be credited to the Phantom Stock
Fund.


 


4.5                               Subject only to Section
6.1, cash payments or withdrawals with respect to the Phantom Stock Units in a
Current Director’s Account may not be made or commence under any circumstances
(and regardless of the manner of payment selected under Sections 5.2 and 5.3)
until the Director becomes a Former Director.


 


5.                                      Time and Manner of Payment


 


5.1                               Subject
to Sections 5.4, 5.5, 6.1 and 7.3, the Account shall be paid or payment
commenced after one of the following dates as selected under Section 5.3(a):


 


(a)                                  The
date the Director’s service on the Company’s Board ends, provided, however, that, subject only to
Section 6.1, no cash payments shall be payable with respect to Phantom Stock
Units until the date that is two days after the date on which the Director
becomes a Former Director; or


 


(b)                                 The
date that is from 1 to 20 whole years (as elected by the Director) after the
end date of the Director’s service on the Company’s Board.


 


5.2                               The
manner of payment of the Account shall be in one or a combination of the
following, as selected under Section 5.3(b):


 


(a)                                  (i)                                     In
the case of payments with respect to Performance Options other than the Phantom
Stock Fund, in a single lump sum as soon as practicable after the next December
31 following the date described in Section 5.1(a) or 5.1(b), whichever applies
(subject to Sections 5.4, 5.5, 6.1 and 7.3); or


 


(ii)                                  In
the case of cash payments with respect to Phantom Stock Units, in a single lump
sum as soon as practicable after the next December 31 following the date
described in Section 5.1(a) or 5.1(b), whichever applies, provided, however, that no payment with
respect to Phantom Stock Units shall be made before the date that is two days
after the date on which the Director becomes a Former Director (subject only to
Section 6.1); or


 


(iii)                                In the case of shares
of the Company’s Common Stock paid on account of the value of Phantom Stock
Units (excluding fractional Phantom Stock Units), in a single lump sum of
shares of Company Common Stock within a period of time set by the Administrator
and measured from the end date of the Director’s service on the Company’s


 


5

















 


Board (which period shall not exceed 30 days), provided, however, that payments with
respect to any fractional Phantom Stock Units in a Current Director’s Account
shall be governed by Sections 4.5, 5.1 and 5.2(a)(ii).


 


(b)                                 In
2 to 20 substantially equal annual installments (as elected by the Director),
subject to the following.  If a Director
postpones commencement of payment by selecting a date under Section 5.1(b), the
number of years of postponement elected under Section 5.1(b) plus the number of
installments elected under this Section 5.2(b) shall not total more than
20.  The size of installments shall be
fixed so as to be substantially equal based on an assumed return on the
Performance Options in the Account over the payment period.  The Administrator shall select the assumed
rate, which may be changed each year to reflect actual experience and
variations in expected future investment returns.


 


(i)                                     Installment
payments with respect to Performance Options other than the Phantom Stock Fund
shall be payable as soon as practicable after each December 31, commencing with
the December 31 following the date described in Section 5.1(a) or 5.1(b),
whichever applies (subject to Sections 5.4, 5.5, 6.1 and 7.3).


 


(ii)                                  Installment
payments with respect to Phantom Stock Units shall be payable as soon as
practicable after each December 31, commencing with the December 31 following
the date described in Section 5.1(a) or 5.1(b), whichever applies, provided, however, that no initial
installment payment with respect to Phantom Stock Units shall be made before
the date that is two days after the date on which the Director becomes a Former
Director (subject only to Section 6.1).


 


5.3                               The
time and manner of payment under Sections 5.1 and 5.2 shall be selected by the
Director as follows:


 


(a)                                  The
selection of payment time under Section 5.1 shall be made in writing on a form
prescribed by the Administrator, which may be part of the deferral
election.  The selection may be changed
by a subsequent selection, which shall be effective if delivered to the
Administrator at least 12 months prior to the date on which the Director’s
service on the Company’s Board ends. If the Director’s Board service ends prior
to 12 months after a changed selection is delivered, the prior selection shall
apply.


 


(b)                                 The
selection of the manner of payment under Section 5.2 shall be made in writing
on a form prescribed by the Administrator, which may be part of the deferral
election.  The selection may be changed
by a subsequent selection, provided payment under the prior selection had not
already commenced.  The changed
selection shall be effective if delivered to the Administrator at least 12
months prior to the date in Section 5.1(a), 5.1(b) or 5.2(a)(iii), whichever
applies to the Director.  Until the
changed selection becomes effective, the prior selection shall remain in
effect.


 


6

















 


5.4                               A
Director or surviving spouse may withdraw the Director’s entire Account at any
time before the Account otherwise would be payable (except for cash withdrawals
of amounts in a Director’s Account that
are allocated to the Phantom Stock Fund, which withdrawals shall be governed by
Section 4.5).  The amount paid on
such a withdrawal shall be discounted ten percent from the stated balance of
the Account.  The ten percent discount
shall be forfeited as a penalty for early withdrawal.


 


5.5                               If
a Director’s service on the Company’s Board ends involuntarily (by removal of
the Director or by expiration of the Director’s term without reappointment)
within 24 months after a Change in Control as defined in Part 11, the
Director’s Account, except for amounts
in a Director’s Account that are allocated to the Phantom Stock Fund,
shall be paid in one lump sum within 30 days after the Director’s service
on the Company’s Board ends, regardless of the otherwise applicable
election.  Payment of amounts in a
Director’s Account that are allocated to the Phantom Stock Fund shall be
governed by Sections 4.5, 5.2(a)(ii) and 5.2(a)(iii).


 


5.6                               The
Company may withhold from payments to a Director any income tax or other
amounts as required by law.


 


6.                                      Death


 


6.1                               A
Director’s Account shall be payable under Section 6.3 on the Director’s death
regardless of the provisions of Part 5 or Section 4.5.


 


6.2                               On
death of a Director the Account shall be paid in the following order of
priority:


 


(a)                                  To
the surviving beneficiaries designated by the Director in writing to the
Administrator on a form prescribed by the Administrator for that purpose, or if
none then


 


(b)                                 To
the Director’s surviving spouse, or if none then


 


(c)                                  To
the Director’s surviving children in equal shares, or if none then


 


(d)                                 To
the Director’s estate.


 


6.3                               The
manner of payment under Section 6.1 shall be as follows:


 


(a)                                  If
the beneficiary is the surviving spouse and the Director elected installments
but died before starting to receive payments, the spouse’s payments shall begin
as soon as practicable after the following December 31 and the period selected
under Section 5.2(b) for the Director’s payments shall govern.  If the Director had already started receiving
installments, the surviving spouse shall receive the installments for the
remainder of the term selected by the Director.


 


7

















 


(b)                                 If
the beneficiary is the surviving spouse and the Director did not elect
installments, or if the beneficiary is not the surviving spouse, a lump sum
shall be paid as soon as practicable to the beneficiary.


 


6.4                               On
death of a surviving spouse receiving installments under Section 6.3(a), the
Account shall be paid in a single sum to the spouse’s estate as soon as
practicable after death.


 


7.                                      Termination; Amendment


 


7.1                               The
Board may terminate this plan effective the first day of any calendar year
after notice to the Directors.  On
termination, amounts in an Account shall remain to the credit of the Account,
shall continue to be adjusted and shall be paid in accordance with Parts 4, 5,
6 or 7, as applicable.


 


7.2                               The
plan may be amended at any time by any of the following methods:


 


(a)                                  The
Board may adopt any amendment to the plan.


 


(b)                                 The
CEO may amend this plan to make any change that does not result in a material
increase in the Company’s costs.


 


(c)                                  The
CEO may amend this plan to make technical, editorial or operational changes on
advice of counsel to comply with applicable law or to simplify or clarify the
plan.  The CEO may delegate this
amendment authority.


 


7.3                               If
the Internal Revenue Service rules that any amounts deferred under this plan
will be subject to current income tax, all amounts to which the ruling is
applicable shall be paid within 30 days to all Participants with Accounts
(except for amounts allocated to the Phantom Stock Fund, which payment of such
amounts shall be governed by Sections 4.5, 5.2(a)(ii) and 5.2(a)(iii)).


 


8.                                      Claims Procedure


 


8.1                               Any
Participant claiming a benefit, requesting an interpretation or ruling under
the plan, or requesting information under the plan shall present the request in
writing to the Administrator, who shall respond in writing as soon as
practicable.


 


8.2                               If
the claim or request is denied, the written notice of denial shall state the
following:


 


(a)                                  The
reasons for denial, with specific reference to the plan provisions on which the
denial is based.


 


(b)                                 A
description of any additional material or information required and an explanation
of why it is necessary.


 


(c)                                  An
explanation of the plan’s review procedure.


 


8

















 


8.3                               The
initial notice of denial shall normally be given within 90 days after receipt
of the claim.  If special circumstances
require an extension of time, the claimant shall be so notified and the time
limit shall be 180 days.


 


8.4                               Any
person whose claim or request is denied or who has not received a response
within 30 days may request review by notice in writing to the
Administrator.  The original decision
shall be reviewed by the Administrator which may, but shall not be required to,
grant the claimant a hearing.  On
review, whether or not there is a hearing, the claimant may have
representation, examine pertinent documents and submit issues and comments in
writing.


 


8.5                               The
decision on review shall ordinarily be made within 60 days.  If an extension of time is required for a
hearing or other special circumstances, the claimant shall be so notified and
the time limit shall be 120 days.  The
decision shall be in writing and shall state the reasons and the relevant plan
provisions.  All decisions on review
shall be final and bind all parties concerned.


 


9.                                      General Provisions


 


9.1                               The
Company’s promise to pay amounts deferred under this plan shall be an unfunded,
unsecured obligation, except as follows. 
The Company maintains a trust with a financial institution for payment
of benefits under this and other nonqualified plans.  The trust is a grantor trust for tax purposes and provides that
any assets contributed to the trustee shall be used exclusively for payment of
benefits under the nonqualified plans except in the event the Company becomes
insolvent, in which case the trust fund shall be held for payment of the
Company’s obligations to its general creditors.


 


9.2                               Any
notice under this plan shall be in writing or by electronic means and shall be
received when actually delivered or, if mailed, when deposited postpaid as
first class mail.  Mail should be
directed to the Company at the address stated in this plan, to a Director at
the address stated in the Director’s election, to a beneficiary entitled to
benefits at the address stated in the Director’s beneficiary designation, or to
such other address as the Director or beneficiary may specify by notice to the
Administrator.


 


9.3                               The
interests of a Participant under this plan are personal and no such interest
may be assigned, seized by legal process or in any way subjected to the claims
of any creditor.  The foregoing
limitation prohibits, for example, any alienation, anticipation, sale,
transfer, assignment, pledge, encumbrance, attachment or garnishment by
creditors of the Participant.


 


10.                               Definition of Change in Control


 


For purposes of
this plan, a “change in control of the Company” shall be deemed to have
occurred if:


 


(a)                                  Any
“person,” as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company,
any trustee or other fiduciary holding securities under an employee benefit
plan of the Company, or any company owned, directly or


 


9

















 


indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company), is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20 percent or more of the combined
voting power of the Company’s then outstanding securities;


 


(b)                                 During
any period of two consecutive years, individuals who at the beginning of such
period constituted a majority of the Board cease for any reason to constitute a
majority thereof unless the nomination or election of such new directors was
approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of such period;


 


(c)                                  The
stockholders of the Company approve a merger or consolidation of the Company
with any other company or statutory plan of exchange involving the Company
(“Merger”), other than (1) a Merger which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities
of the surviving entity) more than 50 percent of the combined voting power of
the voting securities of the Company or such surviving entity outstanding
immediately after the Merger or (2) a Merger effected to implement a
recapitalization of the Company (or similar transaction) in which no “person”
(as hereinabove defined) acquires more than 20 percent of the combined voting
power of the Company’s then outstanding securities; or


 


(d)                                 The
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) or disposition by the Company
of all or substantially all of the Company’s assets.


 


11.                               Effective Date


 


This 2003
Restatement shall be effective December 1, 2003.  Procedures for changes from provisions of the plan as in effect
before this Restatement shall be implemented according to a schedule
established by the Administrator.


 


 


	
   

  	
  PRECISION CASTPARTS
  CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William D. Larsson

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  William D. Larsson

  
	
   

  	
  Title:

  	
  Senior Vice President and Chief

  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Date signed: December 1, 2003

  
					



 


10

















 


APPENDIX A


 


LIST OF PERFORMANCE OPTIONS


In addition to the Prime Rate plus 2 Percent and Phantom Stock Fund
Performance Options, the following Performance Options shall be available:


 


	
  (a)

  	
   

  	
  Fidelity Aggressive Growth Fund

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Fidelity Growth Company Fund

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Fidelity Equity-Income Fund

  
	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  Fidelity Contrafund

  
	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  MSDW Small Company Growth Fund B

  
	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  Fidelity Low-Priced Stock Fund

  
	
   

  	
   

  	
   

  
	
  (g)

  	
   

  	
  U.S. Equity Indexed Commingled Pool

  
	
   

  	
   

  	
   

  
	
  (h)

  	
   

  	
  Fidelity Diversified International Fund

  
	
   

  	
   

  	
   

  
	
  (i)

  	
   

  	
  Fidelity Intermediate Government Income Fund

  



 


11