0001047469-05-018515 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2005 • Sealy Corp • Household furniture • North Carolina

THIS EMPLOYMENT AGREEMENT is entered into as of the 1st day of April, 2005, by and between SEALY CORPORATION, a Delaware corporation (the “Company”), and the Employee (as defined below).

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STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • June 30th, 2005 • Sealy Corp • Household furniture • New York

This Stockholders’ Agreement (this “Agreement”), is entered into as of July 16, 2004 by and among Sealy Corporation, a Delaware corporation (the “Company”), The Northwestern Mutual Life Insurance Company (“Northwestern”), Teachers Insurance and Annuity Association of America (“TIAA”) and Sealy Paterson LLC (“SP”) (each, other than the Company, a “Minority Investor” and collectively, the “Minority Investors”) and Sealy Holding LLC, a Delaware limited liability company (the “KKR Investor”).

SEALY CORPORATION 10% Senior Subordinated Notes due 2015 Common Stock, par value $0.01 per share
Note and Stock Purchase Agreement • June 30th, 2005 • Sealy Corp • Household furniture • New York

NOTE AND STOCK PURCHASE AGREEMENT, dated as of July 16, 2004 (this “Agreement”), between SEALY CORPORATION, a Delaware corporation (the “Corporation”) and the Purchasers listed on Schedule 1 hereto (collectively, the “Purchasers”) .

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