UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF NEW HAMPSHIRE

___________________________________________

FIDELITY INVESTMENTS LIFE INSURANCE )

COMPANY, FIDELITY INSURANCE AGENCY, )

INC., FIDELITY BROKERAGE SERVICES, LLC )

)

Plaintiffs, )

) Civil Action

v. ) No. 1:05-cv-00083-JD

)

DENNIS RUPP, TIAA-CREF INDIVIDUAL & )

INSTITUTIONAL SERVICES, INC. )

)

Defendants, )

___________________________________________)

STIPULATED CONSENT JUDGMENT AND INJUNCTION

Plaintiffs Fidelity Investments Life Insurance Company (“FILI ”), Fidelity Insurance

Agency, Inc. (“FIA”), and Fidelity Brokerage Services, LLC (“FBS”) (hereinafter collectively

referred to as “Fidelity”) filed this action on March 15, 2005 seeking the entry of a temporary

restraining order and preliminary injunction against defendants Dennis Rupp (“Rupp”) and his

current employer, and for an order compelling arbitration before the National Association of

Securities Dealers (“NASD”). The parties agreed to the entry of a Stipulated Temporary

Restraining Order, which was executed by the parties and entered by the Court on March 21, 2005,

so that the matter could be arbitrated before the NASD on an expedited basis. The parties now

consent to entry of a permanent injunction, as set forth below.

Effective immediately and through March 4, 2006, Rupp, and anyone acting in concert with

Rupp, is hereby restrained and enjoined from soliciting, whether directly or indirectly: (a) any

business from any Fidelity customer whom Rupp served, solicited, or about whom Rupp obtained

Fidelity Confidential Information (as defined herein) while employed at Fidelity (hereinafter

“Fidelity Customers”); or (b) any business from any Fidelity prospect about whom Rupp obtained

Fidelity Confidential Information (as defined herein) and with whom Rupp had contact during his

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employment at Fidelity, including but not limited to, mail, telephone, email or in person.

(hereinafter “Fidelity Prospects”).

Effective immediately, Rupp is hereby restrained and enjoined from using, disclosing,

transmitting or continuing to possess, whether directly or indirectly “Fidelity Confidential

Information” (which is defined herein as confidential business information contained in the records

of Fidelity, which includes but is not limited to the names, addresses and confidential financial

information of Fidelity Prospects or of Fidelity Customers) for any purpose, including contact with

Fidelity Customers or Fidelity Prospects.

Effective immediately, Rupp’s current employer is hereby restrained and enjoined from

using, disclosing, transmitting or continuing to possess, Fidelity Confidential Information provided

by Rupp, or by anyone acting in concert with Rupp, for any purpose, including contact with Fidelity

Customers or Fidelity Prospects.

Subject to the restrictions in Paragraphs 1, 2 and 3 above, Rupp’s current employer shall not

be restrained from competing with Fidelity, or otherwise soliciting or attempting to solicit, or doing

business or attempting to do business with, any Fidelity Customers or Fidelity Prospects, unless it

has acted based on Fidelity Confidential Information, if any, provided by Rupp, whether directly or

indirectly and/or whether acting alone or in concert with others.

This Stipulated Consent Judgment (“Consent Judgment”) expressly supersedes and renders

null and void the Stipulated Temporary Restraining Order, executed by the parties and so ordered

by this Court on March 21, 2005.

This Consent Judgment shall remain in full force and effect until March 4, 2006, after which

it will automatically dissolve and no longer have any legal effect.

By entering into this Consent Judgment, Defendants make no admission of, and expressly

deny, any liability or wrongdoing.

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SO STIPULATED AND AGREED:

DEFENDANTS DENNIS RUPP AND TIAA-CREF

INDIVIDUAL & INSTITUTIONAL SERVICES,

INC.

By their attorneys,

DEVINE, MILLIMET & BRANCH,

PROFESSIONAL ASSOCIATION

Dated: August 24, 2005 By: /s/ Donald L. Smith

Thomas Quarles, Esquire (Bar No. 2131)

Donald L. Smith, Esquire (Bar No. 13525)

111 Amherst Street

Manchester, NH 03101

(603) 669-1000

email: lsmith@devinemillimet.com

Of Counsel:

Gary D. Friedman, Esquire

Mayer, Brown, Rowe & Maw LLP

1675 Broadway

New York, NY 10019

(212) 506-2574

PLAINTIFFS FIDELITY INVESTMENTS LIFE

INSURANCE COMPANY, FIDELITY

INSURANCE AGENCY, INC., FIDELITY

BROKERAGE SERVICES, LLC

By their attorneys,

WIGGIN & NOURIE, P.A.

By: /s/ Donald L. Smith for Thomas J. Pappas

Thomas J. Pappas, Esquire (Bar No. 4111)

670 N. Commercial Street, Suite 305

P.O. Box 808

Manchester, NH 03105-0808

(603) 669-2211

email: tpappas@wiggin-nourie.com

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Of Counsel:

Jennifer A. Kenedy, Esquire

Lord Bissell & Brook LLP

115 S. LaSalle Street

Chicago, IL 60603-3901

(312) 443-0377

SO ORDERED:

/s/ Joseph A. DiClerico, Jr. September 6, 2005 

U.S.D.J. Date

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