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Hearing Date and Time: August 23, 2012 at 10:00 a.m.(prevailing Eastern Time) Objection Deadline: August 16, 2012 at 4:00 p.m. (prevailing Eastern Time) Eric Lopez Schnabel, Esq. (ES5553) Jessica D. Mikhailevich (JM1043) DORSEY & WHITNEY LLP 51 W. 52nd Street New York, New York 10019 Telephone: (212) 415-9200 Facsimile: (212) 953-7201 -andAnnette Jarvis (Utah Bar No. 01649) Peggy Hunt (Utah Bar No. 06060) DORSEY & WHITNEY LLP Kearns Building 136 South Main Street, Suite 1000 Salt Lake City, UT 84101-1655 Telephone: (801) 933-8933 Facsimile: (801) 933-7373 Counsel to Ad Hoc Committee of Retired Partners of LeBoeuf, Lamb, Leiby & MacRae UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

In re: DEWEY & LEBOEUF LLP, Debtor.

Chapter 11 Case No. 12-12321-mg

NOTICE OF MOTION OF AD HOC COMMITTEE OF RETIRED PARTNERS OF LEBOEUF, LAMB, LEIBY & MACRAE FOR APPOINTMENT OF A TRUSTEE, OR, IN THE ALTERNATIVE, FOR THE APPOINTMENT OF AN EXAMINER PURSUANT TO SECTIONS 1104(a) AND 1104(c) OF THE UNITED STATES BANKRUPTCY CODE PLEASE TAKE NOTICE that a hearing to consider the relief requested in the Motion of the Ad Hoc Committee of Retired Partners of LeBoeuf, Lamb, Leiby & MacRae (the Ad Hoc

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Committee) for the Appointment of a Trustee or, in the alternative, for the Appointment of an Examiner Pursuant to Sections 1104(a) and 1104(c) of the Bankruptcy Code dated August 8, 2012 (the Motion), filed by the Ad Hoc Committee, shall be held before the Honorable Martin Glenn, United States Bankruptcy Judge, at the United States Bankruptcy Court for the Southern District of New York, One Bowling Green New York, NY 10004-1408 (the

Bankruptcy Court) on August 23, 2012 at 10:00 a.m. (prevailing Eastern Time), or as soon thereafter as counsel may be heard. PLEASE TAKE FURTHER NOTICE that objections, if any, to the Motion (a) must be in writing, (b) must conform to the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Southern District of New York, (c) must be filed no later than August 16, 2012 at 4:00 p.m. (prevailing Eastern Time) (the Objection Deadline), and (d) if any objections are filed, then such objection must also be contemporaneously served on the following so as to be actually received no later than August 16, 2012 at 4:00 p.m. (prevailing Eastern Time): (i) Dorsey & Whitney LLP, 51 W. 52nd Street, New York, New York 10019 (Attn: Eric Lopez Schnabel, Esq., Annette W. Jarvis, and Peggy Hunt as attorneys for the Ad Hoc Committee of Retired Partners of LeBoeuf, Lamb, Leiby & MacRae); (ii) Togut, Segal & Segal LLP, One Penn Plaza Suite 3335, New York, NY 10119 (Attn: Albert Togut, Esq. and Scott E. Ratner, Esq. as counsel to the Debtor); (iii) the Office of the United States Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor, New York, New York 10004; (iv) Brown Rudnick LLP, 7 Times Square, 47th Floor, New York, New York, 10036 (Attn: Edward S. Weisfelner, as counsel to the Official Committee of Unsecured Creditors); (v) Kasowitz, Benson, Torres & Friedman LLP, 1633 Broadway, New York, New York, 10019 (Attn: David M. Friedman, as counsel to the Official Committee of Former Partners); (vi) Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of Americas, New York, New York 10036

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(Attn: Kenneth Eckstein and Robert Schmidt, as counsel to the Administrative Agent and Collateral Agent); (vii) Bingham McCutchen LLP, 399 Park Avenue, New York, New York 10022 (Attn: Michael J. Reilly and Ronald J. Silverman, as counsel to the noteholders); and (viii) any parties required to be served under any applicable Bankruptcy Rule or Local Rule. PLEASE TAKE FURTHER NOTICE that only those objections made in writing, and timely filed and received by the Objection Deadline, will be considered by the Bankruptcy Court at the Hearing. IF NO OBJECTIONS TO THE MOTION ARE TIMELY FILED AND SERVED THE BANKRUPTCY COURT MAY ENTER AN ORDER GRANTING THE MOTION WITHOUT FURTHER NOTICE.

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DORSEY & WHITNEY LLP

Dated: August 8, 2012

/s/ Eric Lopez Schnabel ___________________ Eric Lopez Schnabel (ES5553) Jessica D. Mikhailevich (JM1043) 51 W. 52nd Street New York, New York 10019 Telephone: (212) 415-9200 Facsimile: (212) 953-7201 E-mail: schnabel.eric@dorsey.com mikhailevich.jessica@dorsey.com -andAnnette Jarvis (Utah Bar No. 01649) Peggy Hunt (Utah Bar No. 06060) Kearns Building 136 South Main Street, Suite 1000 Salt Lake City, UT 84101-1655 Telephone: (801) 933-8933 Facsimile: (801) 933-7373 E-mail: jarvis.annette@dorsey.com peggy.hunt@dorsey.com Counsel to Ad Hoc Committee of Retired Partners of LeBoeuf, Lamb, Leiby & MacRae

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Eric Lopez Schnabel, Esq. (ES5553) Jessica D. Mikhailevich (JM1043) DORSEY & WHITNEY LLP 51 W. 52nd Street New York, New York 10019 Telephone: (212) 415-9200 Facsimile: (212) 953-7201 -andAnnette Jarvis (Utah Bar No. 01649) Peggy Hunt (Utah Bar No. 06060) DORSEY & WHITNEY LLP Kearns Building 136 South Main Street, Suite 1000 Salt Lake City, UT 84101-1655 Telephone: (801) 933-8933 Facsimile: (801) 933-7373 Counsel to Ad Hoc Committee of Retired Partners of LeBoeuf, Lamb, Leiby & MacRae UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

In re: DEWEY & LEBOEUF LLP, Debtor.

Chapter 11 Case No. 12-12321-mg

MOTION OF AD HOC COMMITTEE OF RETIRED PARTNERS OF LEBOEUF, LAMB, LEIBY & MACRAE FOR APPOINTMENT OF A TRUSTEE OR, IN THE ALTERNATIVE, FOR THE APPOINTMENT OF AN EXAMINER PURSUANT TO SECTIONS 1104(a) AND 1104(c) OF THE UNITED STATES BANKRUPTCY CODE The Ad Hoc Committee of Retired Partners of LeBoeuf, Lamb, Leiby & MacRae (the Ad Hoc Committee), by and through its undersigned counsel, hereby submits this Motion (the Motion) requesting (a) the appointment of a trustee pursuant to 11 U.S.C. 1104(a) of title 11

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of the United States Code (the Bankruptcy Code) on the grounds that: (1) cause exists due to gross mismanagement by the pre-petition management of Dewey & LeBoeuf, LLP (the Debtor or Firm), as well as continuing mismanagement by the Debtors management post-petition, or (2) the appointment of a trustee is beneficial to all parties in interest; or alternatively (b) the appointment of an examiner pursuant to 1104(c) of the Bankruptcy Code to investigate, report on, and pursue or settle avoidance claims under 544, 547, 548 and 550 and any other claims arising out of the conduct of the Debtor, including former Chairman Steven H. Davis (Davis), former Executive Director Stephen DiCarmine (DiCarmine), former Chief Financial Officer, Joel Sanders (Sanders) and other partners of the Debtor who were members of its management committees or otherwise had influence over the affairs of the Debtor (collectively, the Management).1 JURISDICTION AND VENUE 1. The Court has jurisdiction over this motion pursuant to 28 U.S.C. 157 and

1334. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). RELIEF REQUESTED 2. The Ad Hoc Committee respectfully requests the appointment of an independent

trustee pursuant to 1104(a) of the Bankruptcy Code, or alternatively, the appointment of an independent examiner pursuant to 1104(c) of the Bankruptcy Code with the authority to investigate, report on, and pursue or settle any claims against insiders, including against Management and former partners, including the Wind-Down Committee, the CRO, and the Debtors counsel, with respect to the following:

Capitalized terms used herein but not defined shall have the meanings attributed to them in the memorandum filed in support of the Motion (the Memorandum).

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Financial issues relating to the Merger; Incurrence of debt in the years preceding the commencement of the Bankruptcy Case, including debt used to make payment of guarantees to incoming partners; With respect to the above, whether the Debtor and both pre-petition Management and post-petition management complied with their fiduciary duties to the Debtor and its creditors; Any potential causes of action that the Debtors estate may have arising out of any of the foregoing or any related actions, including any pre-petition distributions made while the Debtor was insolvent and causes of action against Management or other insiders; Whether a basis exists for equitable subordination of any claims against or interests in the Debtor, including, without limitation, claims or interests held by pre-petition Management, post-petition management, or other insiders; Whether a revised PCP or another alternative for a global settlement should be proposed, with the examiner having the sole authority to make any such proposal; Whether, and on what terms, any potential causes of action against Management, other insiders and/or former partners should be settled or pursued; and Whether the mismanagement of the Debtor or breaches of fiduciary duties by any partners or officers of the Debtor necessitate the appointment of a trustee to oversee the Debtors estate. BASIS FOR RELIEF REQUESTED

The basis for the relief requested is 1104(a) and (c) of the Bankruptcy Code, which state in relevant part as follows: (a) At any time after the commencement of the case but before confirmation of a plan, on request of a party in interest or the United States trustee, and after notice and a hearing, the court shall order the appointment of a trustee (1) for cause, including fraud, dishonesty, incompetence, or gross mismanagement of the affairs of the debtor by current management, either before or after the commencement of the case, or similar cause . . . ; (2) if such appointment is in the interests of creditors, any equity security holders, and other interests of the estate . . . ; or (3) if grounds exist to convert or dismiss the case under section 1112, but the court determines that the appointment of a trustee or an examiner is in the best

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interests of creditors and the estate. .... (c) If the court does not order the appointment of a trustee under this section, then at any time before the confirmation of a plan, on request of a party in interest or the United States trustee, and after notice and a hearing, the court shall order the appointment of an examiner to conduct such an investigation of the debtor as is appropriate, including an investigation of any allegations of fraud, dishonesty, incompetence, misconduct, mismanagement, or irregularity in the management of the affairs of the debtor of or by current or former management of the debtor, if (1) such appointment is in the interests of creditors, any equity security holders, and other interests of the estate; or (2) the debtors fixed, liquidated, unsecured debts, other than debts for goods, services, or taxes, or owing to an insider, exceed $5,000,000.2 As discussed below, the Court must appoint a trustee in this case under either 1104(a)(1) or (a)(2). 1104(c). NOTICE Notice of this Motion has been provided to the parties listed on the Monthly Service List as of August 3, 2012 [Docket No. 318] in accordance with this Courts Administrative Order Establishing Case Management Procedures, dated May 30, 2012 [Docket No. 30] and on any parties required to be served under any applicable Bankruptcy Rule or Local Rule. The Ad Hoc Committee submits that under the circumstances no other notice need be provided. NO PRIOR REQUEST FOR RELIEF No previous motion for the relief sought herein has been made to this or any other Court. Alternatively, the Court is required to appoint an examiner under

11 U.S.C. 1104(a) and (c) (emphasis added).

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CONCLUSION WHEREFORE, based on the foregoing and for the reasons stated in the Memorandum, the Ad Hoc Committee respectfully requests that this Court enter an Order approving and directing (a) the appointment of a trustee pursuant to 1104(a) of the Bankruptcy Code or, alternatively, (b) the appointment of an independent examiner pursuant to 1104(c) of the Bankruptcy Code to investigate and control pursuit or settlement of the above-described matters and report to the Court and parties in interest, and (c) providing further relief as the Court deems necessary and proper. DORSEY & WHITNEY LLP

Dated: August 8, 2012

/s/ Eric Lopez Schnabel ___________________ Eric Lopez Schnabel (ES5553) Jessica D. Mikhailevich (JM1043) 51 W. 52nd Street New York, New York 10019 Telephone: (212) 415-9200 Facsimile: (212) 953-7201 E-mail: schnabel.eric@dorsey.com mikhailevich.jessica@dorsey.com -andAnnette Jarvis (Utah Bar No. 01649) Peggy Hunt (Utah Bar No. 06060) Kearns Building 136 South Main Street, Suite 1000 Salt Lake City, UT 84101-1655 Telephone: (801) 933-8933 Facsimile: (801) 933-7373 E-mail: jarvis.annette@dorsey.com peggy.hunt@dorsey.com Counsel to Ad Hoc Committee of Retired Partners of LeBoeuf, Lamb, Leiby & MacRae