SEALY CORP Contracts & Agreements

SUPPLEMENTAL INDENTURE dated as of March 18, 2013 among TEMPUR-PEDIC INTERNATIONAL INC., The Guarantors Party Hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as... (Filed With SEC on March 20, 2013)

SEALY MATTRESS COMPANY and SEALY CORPORATION, as Co-Issuers and THE BANKOF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of March 18, 2013... (Filed With SEC on March 20, 2013)

SEALY CORPORATION, as Parent and Co-Issuer and THE BANKOF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of March 18, 2013 to Indenture... (Filed With SEC on March 20, 2013)

AGREEMENT AND PLAN OF MERGER by and among TEMPUR-PEDIC INTERNATIONAL INC., SILVER LIGHTNING MERGER COMPANY and SEALY CORPORATION Dated as of September 26, 2012 (Filed With SEC on September 27, 2012)

J.P.Morgan AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 9, 2012 among SEALY MATTRESS COMPANY, as Borrower SEALY MATTRESS CORPORATION, as Holdings and a Guarantor SEALY... (Filed With SEC on May 11, 2012)

SEALY CORPORATION NON-ACCRETING RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on June 28, 2011)

SEALY PROFIT SHARING PLAN (Filed With SEC on January 21, 2011)

AMENDMENT NO. 1 TO SEALY PROFIT SHARING PLAN (Filed With SEC on January 21, 2011)

AMENDMENT NO. 2 TO SEALY PROFIT SHARING PLAN (Filed With SEC on January 21, 2011)

AMENDMENT NO. 1 TO THE SEALY EXECUTIVE SEVERANCE BENEFIT PLAN (Filed With SEC on January 21, 2011)

SEALYCORPORATION EXECUTIVESTOCK OWNERSHIP GUIDELINES FOR SECTION 16 OFFICERS (Effective January 1, 2010) (Filed With SEC on January 25, 2010)

Sealy Corporation Executive Compensation Recovery Policy (Claw Back Policy) (Filed With SEC on January 25, 2010)

SEALY CORPORATION PERFORMANCE RESTRICTED STOCKUNIT AWARD AGREEMENT (Filed With SEC on June 30, 2009)

J.P.Morgan CREDITAGREEMENT Datedas of May 13, 2009 among SEALYMATTRESS COMPANY, as Borrower SEALYMATTRESS CORPORATION, as Holdings and a Guarantor SEALYCORPORATION, as Parent... (Filed With SEC on May 19, 2009)

CONFIRMATION (Filed With SEC on May 19, 2009)

EMPLOYMENT AGREEMENT (Filed With SEC on March 31, 2009)

AMENDED AND RESTATED EQUITY PLAN FOR KEY EMPLOYEES OF SEALY CORPORATION AND ITS SUBSIDIARIES (Filed With SEC on January 15, 2009)

Sealy Corporation Directors Deferred Compensation Plan (as amended and restated effective as of December 17, 2008) (Filed With SEC on January 15, 2009)

THE AMENDED AND RESTATED SEALY CORPORATION BONUS PLAN (Filed With SEC on January 15, 2009)

SEALY BENEFIT EQUALIZATION PLAN (Filed With SEC on January 15, 2009)

SEALY EXECUTIVE SEVERANCE BENEFIT PLAN (Filed With SEC on January 15, 2009)

409A AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on January 15, 2009)

AMENDED EMPLOYMENT AGREEMENT (Filed With SEC on October 7, 2008)

RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on October 7, 2008)

EMPLOYMENT AGREEMENT (Filed With SEC on July 8, 2008)

AMENDMENT NO.2 TO THE 2004 STOCK OPTION PLAN FOR KEY EMPLOYEES OF SEALY CORPORATION AND ITS SUBSIDIARIES ADOPTED OCTOBER 26, 2007 (Filed With SEC on January 31, 2008)

AMENDMENT NO. 1 TOTHE 2004 STOCK OPTION PLAN FOR KEY EMPLOYEES OF SEALY CORPORATION AND ITS SUBSIDIARIES, ADOPTED JULY 25, 2007 (Filed With SEC on October 4, 2007)

AMENDED EMPLOYMENT AGREEMENT (Filed With SEC on October 11, 2006)

EMPLOYMENT AGREEMENT (Filed With SEC on October 11, 2006)

[Signature pages follow] (Filed With SEC on May 31, 2006)

Sealy Corporation [ ]Shares of Common Stock Underwriting Agreement (Filed With SEC on March 24, 2006)

SEALY CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE (Filed With SEC on March 24, 2006)

THE SEALYCORPORATION BONUS PLAN (Filed With SEC on October 28, 2005)

AMENDMENT NUMBER ONE TO THE SEALY BONUS PLAN (Filed With SEC on October 28, 2005)

AMENDMENT NUMBER TWO TO THE SEALY CORPORATION BONUS PLAN (Filed With SEC on October 28, 2005)

Kohlberg Kravis Roberts & Co.L.P. 9 West 57th Street New York, New York 10019 (Filed With SEC on August 12, 2005)

SEALY CORPORATION 10% Senior Subordinated Notes due2015 Common Stock, par value $0.01 pershare NOTE AND STOCK PURCHASE AGREEMENT Dated as of July 16, 2004 between SEALY... (Filed With SEC on June 30, 2005)

STOCKHOLDERS AGREEMENT (Filed With SEC on June 30, 2005)

EMPLOYMENT AGREEMENT (Filed With SEC on June 30, 2005)

AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 3, 2004 BY AND BETWEEN SEALY CORPORATION AND POSTUREPEDIC ACQUISITION CORP. TABLE OF CONTENTS (Filed With SEC on April 15, 2004)

FIRST AMENDMENT TO AGREEMENT AND PLANOF MERGER (Filed With SEC on April 15, 2004)

CREDIT AGREEMENT Dated as of April 6, 2004 among SEALY MATTRESS COMPANY, as Borrower SEALY CANADA LTD./LTEE, (Filed With SEC on April 14, 2004)

SENIOR UNSECURED CREDIT AGREEMENT Dated as of April 6,2004 among (Filed With SEC on April 14, 2004)

SEALY MATTRESS COMPANY (Filed With SEC on October 15, 2003)

MATTRESS DISCOUNTERS CORPORATION PURCHASE AGREEMENT (Filed With SEC on April 16, 2003)

SEALY CORPORATION (Filed With SEC on March 3, 2003)

EXECUTIVE AGREEMENT (Filed With SEC on March 3, 2003)

EMPLOYMENT AGREEMENT (Filed With SEC on March 3, 2003)

SEALY MATTRESS COMPANY (Filed With SEC on March 3, 2003)

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SEALY CORP Contracts & Agreements