exhibit 10. 1 united states district court southern district of new york martin fleisher, as trustee of the michael moss irrevocable life insurance trust ii and jonathan berck, as trustee of the john l. loeb, jr. insurance trust, on behalf of themselves and all others similarly situated, plaintiff, vs. phoenix life insurance company, defendant. ) ) ecf case ) ) ) case no. 11 - cv - 8405 ( cm ) ) ) ) ) ) ) ) ) ) sprr llc, on behalf of itself and all others similarly situated, plaintiff, vs. phl variable insurance company, defendant. ) ) ecf case ) ) ) case no. 14 - cv - 8714 ( cm ) ) ) ) ) ) ) stipulation of settlement page i. introduction 1 a. the actions and underlying allegations 1 b. the background of the settlement 1 ii. definitions and construction 2 iii. settlement relief 4 iv. notice to the class and communications with class members 5 a. overview – class notice package 5 b. class notice 6 c. address verification ; re - mailing 6 d. notice under the class action fairness act 7 e. settlement administrator 7 f. communication with class members, claimants, and policyholders 7 v. requests for exclusion 7 vi. objections to the settlement 8 vii. release and waiver 9 viii. attorneys ’ fees and expenses and class representative awards 10 ix. preliminary and final approval and order of dismissal 11 x. modification or termination of this agreement 11 xi. general matters and reservations 12 exhibits to stipulation of settlement : exhibit a : form of class notice exhibit b : form of order granting preliminary approval of the settlement exhibit c : form of cafa notices it is hereby stipulated and agreed, subject to the approval of the court and pursuant to rule 23 of the federal rules of civil procedure, by, between, and among plaintiffs martin fleisher, as trustee of the michael moss irrevocable life insurance trust ii, jonathan berck, as trustee of the john l. loeb, jr. insurance trust, and sprr llc and defendants phoenix life insurance company and phl variable insurance company, through their respective duly - authorized counsel, that the proceedings in the united states district court for the southern district of new york captioned martin fleisher, as trustee of the michael moss irrevocable life insurance trust ii, et al. v. phoenix life insurance company,