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EXHIBIT A
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------X : In re: : : DEWEY & LEBOEUF LLP, : : Debtor. : : ---------------------------------------------------------------X

Chapter 11 Case No. 12-

INTERIM ORDER, PURSUANT TO BANKRUPTCY CODE SECTIONS 105, 363(b), 507(a), 541, 1107(a) AND 1108, AUTHORIZING, BUT NOT DIRECTING, DEBTOR, INTER ALIA, TO PAY PREPETITION WAGES, COMPENSATION, AND EMPLOYEE BENEFITS Upon the motion (the Motion)1 of the Debtor for an order, pursuant to Bankruptcy Code sections 105, 363(b), 507(a), 541, 1107(a) and 1108, authorizing, but not directing, the Debtor, inter alia, to pay prepetition wages, compensation and employee benefits as set forth therein; and upon the Mitchell Declaration; and due and sufficient notice of the Motion having been given under the particular circumstances; and no objections to the Motion having been filed; and it appearing that no other or further notice need be provided; and it appearing that the relief requested by the Motion is in the best interests of the Debtor, its estate, creditors, and other parties in interest; and after due deliberation thereon and sufficient cause appearing therefor, it is hereby

Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.

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ORDERED, ADJUDGED, AND DECREED that: 1. provided herein. 2. The Debtor is authorized to pay (including to any third parties that The Motion is GRANTED on an interim basis to the extent

provide or aid in the monitoring, processing or administration of the Prepetition Employee Obligations), in its sole discretion, Employee Wage Claims and Employee Benefit Obligations as and when such obligations are due, upon entry of this order, only up to the limits set forth in 11 U.S.C. 507(a)(4) and 507(a)(5) (the Priority Wage Cap), subject to and consistent with any order approving the use of cash collateral and the Budget. Payment of any Employee Wage Claims and Employee Benefit Obligations exceeding the Priority Wage Cap shall be deferred until entry of a final order approving payment of same. 3. The Debtor is authorized to pay (including to any third parties that

provide or aid in the monitory processing on administration of the prepetition Employee Obligations), subject to any order approving use of cash collateral and related budget, Employee Expense Obligations, Workers Compensation Obligations and Employee-Related Taxes as and when such obligations are due. 4. The Debtor is authorized, in its sole discretion, to maintain and

continue to honor its practices, programs, and policies for its Employees as they were in effect as of the Petition Date, and as such may be modified, amended or supplemented from time to time in the ordinary course, including without limitation, to honor and continue its Employee Benefit Obligations that were in effect as of the Petition Date; provided, however, that such relief shall not constitute or be deemed an assumption or an authorization to assume any of such Employee Benefit Obligations, including 2

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policies, plans, programs, practices, and procedures, under Bankruptcy Code section 365(a). 5. The Debtors banks are authorized to receive, process, honor and

pay all pre- and post-petition checks and fund transfers on account of the Prepetition Employee Obligations that had not been honored and paid as of the Petition Date, provided that sufficient funds are on deposit in the applicable accounts to cover such payments. 6. The Debtor is authorized to issue new post-petition checks or effect

new post-petition fund transfers on account of the Prepetition Employee Obligations to replace any prepetition checks or fund transfer requests that may be dishonoured or rejected. 7. The Debtor may pay any and all withholding, including social

security, FICA, federal and state income taxes, garnishments, health care payments, retirement fund withholding and other types of withholding, whether these relate to the period prior to the date of the Debtors Chapter 11 filing or subsequent thereto, subject to and consistent with any order approving the use of cash collateral and the Budget. Any party receiving payment from the Debtor is authorized and directed to rely upon the representations of the Debtor as to which payments are authorized by this order. 8. Nothing in the Motion or this Order or the relief granted (including

any actions taken or payments made by the Debtor pursuant to the relief) shall (a) be construed as a request for authority to assume any executory contract under 11 U.S.C. 365; (b) waive, affect or impair any of the Debtors rights, claims or defenses, including, but not limited to, those arising from Bankruptcy Code section 365, other applicable law and any agreement; (c) grant third-party beneficiary status or bestow 3

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any additional rights on any third party; (d) authorize acceleration of any amounts owed by the Debtor; or (e) be otherwise enforceable by any third party. 9. Authorizations given to the Debtor in this Order empower but do

not direct the Debtor to effectuate the payments specified herein, said Debtor retaining the business judgment to make or not make said payments, and in all instances subject to the condition that payment is subject to and consistent with any order approving the use of cash collateral and the Budget. 10. Nothing in this Order or in the Motion shall be construed as

impairing the Debtors right to contest the validity or amount of any Employee obligations, including without limitation, any taxes that may be due to any taxing authority in respect of any wages or benefits for any Employee. 11. 12. Bankruptcy Rule 6003(b) has been satisfied. Notwithstanding Bankruptcy Rule 6004(h), this Order shall be

effective and enforceable immediately upon entry hereof. 13. Any objection to the relief requested in the Motion on a permanent

basis must (a) be filed in writing with the Court, at One Bowling Green, New York, New York 10004-1408, by 4:00 p.m. (New York time) on the date that is ____ days after the entry of this interim order (the "Objection Deadline") and (b) served so as to be actually received by the following parties by the Objection Deadline: (i) the Office of the United States Trustee, 33 Whitehall Street, 21st Floor, New York, New York 10004 (Attn: Brian Masumoto, Esq.); (ii) proposed counsel to the Debtor, Togut Segal & Segal LLP, One Penn Plaza, Suite 3335, New York, New York 10119 (Attn: Albert Togut, Esq.); (iii) counsel for any statutory committee appointed in this case, and before the appointment of an Official Committee of Unsecured Creditors, the entities listed on the 4

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Debtors List of Creditors Holding the 20 Largest Unsecured Claims filed pursuant to Rule 1007(d); (iv) the entities listed on the Debtors List of Top 5 Prepetition Secured Creditors; (v) Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of Americas, New York, New York 10036, Attn: Kenneth Eckstein and Robert Schmidt (as counsel to the Administrative Agent and Collateral Agent), and Bingham McCutchen LLP, 399 Park Avenue, New York, NY 10022, Attn: Michael J. Reilly and Ronald J. Silverman (as counsel to the noteholders); (vi) the Office of the United States Attorney for the Southern District of New York; and (vii) any parties required to be served under any applicable Bankruptcy Rule or Local Rule. 14. If any timely objections are received, a hearing shall be held on

_______ 2012 to consider such objections at the first regularly-scheduled omnibus hearing in this case. This Order shall remain in effect until such hearing. 15. This Court shall retain jurisdiction with respect to all matters

arising from or related to the implementation or interpretation of this Order. Dated: New York, New York ___________ ___, 2012

UNITED STATES BANKRUPTCY JUDGE