SEALY CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

    S

SEALY CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK
PAR VALUE $.01

CUSIP TO COME

THIS CERTIFICATE IS TRANSFERABLE IN
THE CITY OF NEW YORK OR CLEVELAND, OHIO

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES, OF THE COMMON STOCK, $.01 PAR VALUE,OF

SEALY CORPORATION transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed

This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

SECRETARY

SEALY CORPORATION
CORPORATE
SEAL
2006
DELAWARE

CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED:

NATIONAL CITY BANK

(CLEVELAND, OHIO)

TRANSFER AGENT AND REGISTRAR

BY:

AUTHORIZED SIGNATURE

TEN COM

—

as tenants in common

UNIF GIFT MIN ACT

—

                 Custodian                   

TEN ENT

—

as tenants by the entireties

(Cust)                                (Minor)

JT TEN

—

as joint tenants with right of

under Uniform Gifts to Minors

survivorship and not as tenants

Act                                                 

in common

(State)

UNIF TRANS MIN ACT

—

                 Custodian                   

(Cust)

(Minor)

under Uniform Transfers to Minors

Act                             

                  (State)

PLEASE INSERT SOCIAL SECURITY OR OTHER
     IDENTIFYING NUMBER OF ASSIGNEE

Please print or typewrite name and address including postal zip code of assignee

Shares

of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

Attorney to transfer the said Shares on the books of the within-named Corporation with full power of substitution in the premises.

Dated

_{NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.}

_{THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15}