Tempur Sealy International Contracts & Agreements

Description of Registered Securities (Filed With SEC on February 16, 2024)

Form of 2024 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan as amended May 5, 2022 (Filed With SEC on February 16, 2024)

Form of 2024 Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan as amended May 5, 2022 (Filed With SEC on February 16, 2024)

Second Amended and Restated Credit and Security Agreement (Filed With SEC on April 6, 2023)

Form of 2023 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan as amended May 5, 2022 (Filed With SEC on February 17, 2023)

Form of 2023 Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan as amended May 5, 2022 (Filed With SEC on February 17, 2023)

Amended and Restated Employment and Non-Competition Agreement dated as of July 6, 2022 between Tempur Sealy International, Inc. and Scott L. Thompson (Filed With SEC on July 7, 2022)

Non-Qualified Premium-Priced Stock Option Agreement dated July 6, 2022 (Filed With SEC on July 7, 2022)

Description of (Filed With SEC on February 22, 2022)

Employment and Non-Competition Agreement effective January 1, 2022, by and between Tempur Sealy International Limited and Hansbart Wijand (Filed With SEC on February 22, 2022)

Form of 202 (Filed With SEC on February 22, 2022)

Indenture, dated as of (Filed With SEC on September 24, 2021)

Share Purchase Agreement, dated May 26, 2021 among Dreams Topco Limited, Project Dream S. r.l., the management sellers named therein, Tempur Sealy (UK) Limited and Tempur Sealy... (Filed With SEC on May 27, 2021)

2021 Amended and Restated Non-Employee Director Compensation Plan (Filed With SEC on May 6, 2021)

Omnibus Amendment No. 2, dated as of April 6, 2021, by and among Tempur Sealy International, Inc., Tempur Sealy Receivables, LLC, Tempur-Pedic North America, LLC, Sealy Mattress... (Filed With SEC on April 8, 2021)

Annex A to Omnibus Amendment No. 2 - Amended and Restated Receivables Sale Agreement, dated as of April 6, 2021, by and between Sealy Mattress Manufacturing Company, LLC, as... (Filed With SEC on April 8, 2021)

Annex B to Omnibus Amendment No. 2 - Amended and Restated Receivables Sale and Contribution Agreement, dated as of April 6, 2021, by and between Tempur-Pedic North America, LLC,... (Filed With SEC on April 8, 2021)

Annex C to Omnibus Amendment No. 2 - Amended and Restated Credit and Security Agreement, dated as of April 6, 2021, among Tempur Sealy International, Inc., as master servicer,... (Filed With SEC on April 8, 2021)

Purchase Agreement, dated March 11, 2021 among Tempur Sealy International, Inc., the Guarantors named therein, and J.P. Morgan Securities LLC, as representative of the Initial... (Filed With SEC on March 16, 2021)

Form of 2021 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan (Filed With SEC on February 19, 2021)

Form of 2021 Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan (Filed With SEC on February 19, 2021)

Amendment No (Filed With SEC on February 3, 2021)

Third Supplemental Indenture, dated as of October 14, 2020, by and among Tempur Sealy International, Inc., the guarantor party thereto and The Bank of New York Mellon Trust... (Filed With SEC on November 5, 2020)

2020 Non-Employee Director Compensation Plan (Filed With SEC on November 5, 2020)

Amendment No. 2 dated as of June 10, 2020, by and among Tempur Sealy International, Inc., as parent borrower, the several banks and other financial institutions party thereto, and... (Filed With SEC on August 6, 2020)

Amendment No. 1 dated as of May 13, 2020, by and among Tempur Sealy International, Inc., as parent borrower, Tempur-Pedic Management, LLC, as additional borrower, the subsidiary... (Filed With SEC on May 14, 2020)

Second Amendment to Employment and Non-Competition Agreement dated as of March 25, 2020 between Tempur Sealy International, Inc. and Scott L. Thompson (Filed With SEC on March 27, 2020)

Rights Agreement, dated as of March 27, 2020, by and between Tempur Sealy International, Inc. and American Stock Transfer & Trust Company, LLC, as rights agent (Filed With SEC on March 27, 2020)

Description of registered securities (Filed With SEC on February 24, 2020)

Employment and Non-Competition Agreement effective January 1, 2020, by and between Tempur Sealy International, Inc. and Thomas Murray (Filed With SEC on February 24, 2020)

Employment and Non-Competition Agreement effective January 1, 2020, by and between Tempur Sealy International, Inc. and Steven Rusing (Filed With SEC on February 24, 2020)

Form of 2020 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan (Filed With SEC on February 24, 2020)

Form of 2020 Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan (Filed With SEC on February 24, 2020)

Supplemental Indenture, dated as of October 21, 2019, by and among Tempur Sealy International, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company,... (Filed With SEC on November 7, 2019)

Amendment No. 3, dated June 4, 2019, to Credit Agreement among Tempur Sealy International, Inc., as parent borrower, the several banks and other financial institutions party... (Filed With SEC on August 1, 2019)

Amendment No. 4, dated January 15, 2019, to that certain Credit and Security Agreement, dated as of April 12, 2017, among Tempur Sealy Receivables, LLC, as borrower, Tempur Sealy... (Filed With SEC on May 9, 2019)

Amendment No. 5, dated April 5, 2019, to that certain Credit and Security Agreement, dated as of April 12, 2017, among Tempur Sealy Receivables, LLC, as borrower, Tempur Sealy... (Filed With SEC on May 9, 2019)

Amendment No. 1 to Credit Agreement dated as of April 4, 2017 among Tempur Sealy International, Inc., as parent borrower, the several banks and other financial institutions party... (Filed With SEC on February 25, 2019)

Amendment No. 2 to Credit Agreement dated as of January 8, 2019 among Tempur Sealy International, Inc., as parent borrower, the several banks and other financial institutions... (Filed With SEC on February 25, 2019)

Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan (Filed With SEC on February 25, 2019)

Omnibus Amendment dated as of October 31, 2018, among Tempur Sealy Receivables, LLC, as borrower, Tempur Sealy International, Inc., as master servicer and Wells Fargo Bank,... (Filed With SEC on November 8, 2018)

Amendment No. 1, dated as of September 25, 2017, to that certain Credit and Security Agreement, dated as of April 12, 2017, among Tempur Sealy Receivables, LLC, as borrower,... (Filed With SEC on August 2, 2018)

Amendment No. 2, dated as of April 2, 2018, to that certain Credit and Security Agreement, dated as of April 12, 2017, among TempurSealy Receivables, LLC, as borrower, Tempur... (Filed With SEC on August 2, 2018)

Letter Agreement, dated March 23, 2018, by and between Tempur Sealy International, Inc., H Partners Management, LLC, H Partners, LP, H Partners Capital, LLC, H Offshore Fund LTD,... (Filed With SEC on March 26, 2018)

Employment and Non-Competition Agreement dated September 5, 2017, by and between Tempur Sealy International, Inc. and H. Clifford Buster, III (Filed With SEC on November 9, 2017)

2017 Performance Restricted Stock Unit Award Agreement dated as of September 5, 2017, between Tempur Sealy International, Inc. and H. Clifford Buster, III (Filed With SEC on November 9, 2017)

Restricted Stock Unit Award Agreement dated as of September 5, 2017, between Tempur Sealy International, Inc. and H. Clifford Buster, III (Filed With SEC on November 9, 2017)

Employment and Non-Competition Agreement dated October 13, 2017 by and between Tempur Sealy International, Inc. and Bhaskar Rao (Filed With SEC on November 9, 2017)

2017 Performance Restricted Stock Unit Award Agreement dated as of October 13, 2017, between Tempur Sealy International, Inc. and Bhaskar Rao (Filed With SEC on November 9, 2017)

Restricted Stock Unit Award Agreement dated October 13, 2017, between Tempur Sealy International, Inc. and Bhaskar Rao (Filed With SEC on November 9, 2017)

TEMPUR SEALY INTERNATIONAL, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN LONG-TERM INCENTIVE PLAN 2017 Performance Restricted Stock Unit Award Agreement [Name of Employee] (Filed With SEC on August 7, 2017)

TEMPUR SEALY INTERNATIONAL, INC. 2013 LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED EFFECTIVE JULY20, 2017) Terms and Conditions Adopted: July20, 2017 (Filed With SEC on July 26, 2017)

NON-DISCLOSURE AND STANDSTILL AGREEMENT (Filed With SEC on June 28, 2017)

CREDIT AND SECURITY AGREEMENT DATED AS OF APRIL 12, 2017 AMONG TEMPUR SEALY RECEIVABLES, LLC, AS THE BORROWER, TEMPUR SEALY INTERNATIONAL, INC., AS THE MASTER SERVICER, AND WELLS... (Filed With SEC on April 18, 2017)

RECEIVABLES SALE AND CONTRIBUTION AGREEMENT DATED AS OF APRIL 12, 2017 by and between TEMPUR-PEDIC NORTH AMERICA, LLC, as the seller and contributor, and TEMPUR SEALY RECEIVABLES,... (Filed With SEC on April 18, 2017)

RECEIVABLES SALE AGREEMENT DATED AS OF APRIL 12, 2017 by and between SEALY MATTRESS MANUFACTURING COMPANY, LLC, as the seller, and TEMPUR-PEDIC NORTH AMERICA, LLC, as the purchaser (Filed With SEC on April 18, 2017)

AMENDED AND RESTATED RIGHTS AGREEMENT by and between TEMPUR SEALYINTERNATIONAL, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent, Dated as ofMarch 14, 2017 (Filed With SEC on March 15, 2017)

TEMPUR SEALY INTERNATIONAL, INC. FIRST AMENDMENT TO 2013 EQUITY INCENTIVE PLAN (Filed With SEC on February 24, 2017)

TEMPUR SEALY INTERNATIONAL, INC. 2013 EQUITY INCENTIVE PLAN Special Grant Stock Option Agreement [Insert Employee Name] (Filed With SEC on February 24, 2017)

TEMPUR SEALY INTERNATIONAL, INC. 2013 EQUITY INCENTIVE PLAN Restricted Stock Unit Award Agreement [(Name)] (Filed With SEC on February 24, 2017)

FIRST AMENDMENT TO THE EMPLOYMENT AND NON-COMPETITION AGREEMENT (JAY SPENCHIAN) (Filed With SEC on February 17, 2017)

Tempur Sealy International, Inc. 1000 Tempur Way Lexington,Kentucky 40511 (Filed With SEC on February 17, 2017)

RIGHTS AGREEMENT by andbetween TEMPUR SEALY INTERNATIONAL, INC. and AMERICAN STOCKTRANSFER & TRUST COMPANY, LLC as Rights Agent, Dated as of February 8, 2017 TABLE OF CONTENTS (Filed With SEC on February 9, 2017)

TEMPUR SEALY INTERNATIONAL, INC., as Issuer The Guarantors partyhereto and THE BANK OF NEWYORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of May 24, 2016 5.500%... (Filed With SEC on May 24, 2016)

REGISTRATION RIGHTS AGREEMENT by and among Tempur SealyInternational, Inc., The Guarantors named herein and J.P. MorganSecurities LLC, as Representative of the several Initial... (Filed With SEC on May 24, 2016)

PURCHASE AGREEMENT (Filed With SEC on May 24, 2016)

TEMPUR SEALY INTERNATIONAL, INC. 2013 EQUITY INCENTIVE PLAN Restricted Stock Unit Award Agreement [(Name)] (Filed With SEC on May 5, 2016)

FIRST AMENDMENT TO THE EMPLOYMENT AND NON-COMPETITION AGREEMENT (W. TIMOTHY YAGGI) (Filed With SEC on March 10, 2016)

Tempur Sealy International, Inc. 1000 Tempur Way Lexington,Kentucky 40511 (Filed With SEC on March 10, 2016)

TEMPUR SEALY INTERNATIONAL, INC. 2013 EQUITY INCENTIVE PLAN LONG-TERM INCENTIVE PLAN 2015 Performance Restricted Stock Unit Award Agreement [Name] (Filed With SEC on October 29, 2015)

AMENDMENT TO MATCHINGPERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on October 14, 2015)

TEMPUR SEALY INTERNATIONAL, INC. SIXTH AMENDED AND RESTATED BY-LAWS TABLE OF CONTENTS (Filed With SEC on October 14, 2015)

TEMPUR SEALY INTERNATIONAL, INC., as Issuer The Guarantorsparty hereto and THE BANKOF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of September 24, 2015... (Filed With SEC on September 24, 2015)

REGISTRATION RIGHTS AGREEMENT by and among Tempur SealyInternational, Inc., The Guarantors named herein and Merrill Lynch, Pierce,Fenner & Smith Incorporated, as Representative of... (Filed With SEC on September 24, 2015)

PURCHASE AGREEMENT (Filed With SEC on September 24, 2015)

ADDITIONAL CREDIT EXTENSION AMENDMENT (AMENDMENT NO. 5 TO CREDIT AGREEMENT) (Filed With SEC on September 24, 2015)

EMPLOYMENT AND NON-COMPETITION AGREEMENT (Scott Thompson) (Filed With SEC on September 8, 2015)

TEMPUR SEALY INTERNATIONAL, INC. 2013 EQUITY INCENTIVE PLAN Stock Option Agreement Scott Thompson (Filed With SEC on September 8, 2015)

TEMPUR SEALY INTERNATIONAL, INC. 2013 EQUITY INCENTIVE PLAN Restricted Stock Unit Award Agreement (Scott Thompson) (Filed With SEC on September 8, 2015)

TEMPUR SEALY INTERNATIONAL, INC. 2013 EQUITY INCENTIVE PLAN Matching Performance Restricted Stock Unit Award Agreement (Scott Thompson) (Filed With SEC on September 8, 2015)

TEMPUR SEALY INTERNATIONAL, INC. 2013 EQUITY INCENTIVE PLAN LONG-TERM INCENTIVE PLAN 2015 Performance Restricted Stock Unit Award Agreement Scott Thompson (Filed With SEC on September 8, 2015)

Subscription Agreement (Filed With SEC on September 8, 2015)

FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT (DALE WILLIAMS) (Filed With SEC on July 30, 2015)

AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT (Barry Hytinen) (Filed With SEC on July 30, 2015)

FIRST AMENDMENT TO THE EMPLOYMENT AND NON-COMPETITION AGREEMENT (MARK A. SARVARY) (Filed With SEC on June 1, 2015)

Tempur Sealy International, Inc. 1000 Tempur Way Lexington,Kentucky 40511 (Filed With SEC on June 1, 2015)

AGREEMENT (Filed With SEC on May 13, 2015)

TEMPUR SEALY INTERNATIONAL, INC. NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN AMENDED AND RESTATED EFFECTIVE MAY 22, 2013 (Filed With SEC on February 13, 2015)

EMPLOYMENT AND NON-COMPETITION AGREEMENT (Jay Spenchian) (Filed With SEC on February 13, 2015)

TEMPUR-PEDIC INTERNATIONAL INC. 2013 EQUITY INCENTIVE PLAN Stock Option Agreement [Insert Employee Name] (Filed With SEC on February 13, 2015)

TEMPUR SEALY INTERNATIONAL, INC. 2013 EQUITY INCENTIVE PLAN LONG-TERM INCENTIVE PLAN Performance Restricted Stock Unit Award Agreement [Name] (Filed With SEC on February 13, 2015)

EMPLOYMENT AND NON-COMPETITION AGREEMENT (Barry Hytinen) (Filed With SEC on November 7, 2014)

AMENDMENT NO.4 TO CREDIT AGREEMENT (Filed With SEC on October 21, 2014)

Tempur Sealy International, Inc. Long-Term Incentive Plan (Filed With SEC on October 23, 2013)

Tempur Sealy International, Inc. Severance and Retention Plan (Filed With SEC on October 23, 2013)

Employment and Retention Agreement entered into July 2, 2013 between Sealy Corporation and Lawrence J. Rogers and, for certain purposes, Tempur-Pedic International Inc., with and... (Filed With SEC on August 2, 2013)

AMENDMENT NO. 3 TO CREDIT AGREEMENT (Filed With SEC on July 12, 2013)

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 18, 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 18, 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 18, 2013)

Employment and Non-Competition Agreement by and between Tempur-Pedic International Inc. and W. Timothy Yaggi dated as of February 4, 2013 (Filed With SEC on February 4, 2013)

Amendment No. 2 dated December 12, 2012, to that certain Amended and Restated Credit Agreement dated as of June 28, 2011 (Filed With SEC on February 1, 2013)

TEMPUR-PEDIC INTERNATIONAL INC., as Issuer The Guarantors party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of December 19, 2012... (Filed With SEC on December 19, 2012)

REGISTRATION RIGHTS AGREEMENT by and among Tempur-Pedic International Inc., The Guarantors named herein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representative... (Filed With SEC on December 19, 2012)

PURCHASE AGREEMENT (Filed With SEC on December 19, 2012)

TEMPUR-PEDIC INTERNATIONAL INC. as Grantor ESCROW ANDSECURITY AGREEMENT Dated as of December 19, 2012 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Escrow Agent and Financial... (Filed With SEC on December 19, 2012)

CREDIT AGREEMENT dated as of December 12, 2012 among TEMPUR-PEDIC INTERNATIONAL INC., as the Parent and a Borrower and CERTAINSUBSIDIARIES OF THE PARENT, as Borrowers and as... (Filed With SEC on December 13, 2012)

Letter Agreement, dated as of September 26, 2012, between Sealy Holding LLC and Tempur-Pedic International Inc (Filed With SEC on October 30, 2012)

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 TABLE OF CONTENTS (Filed With SEC on September 27, 2012)

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BANK OFAMERICA, N.A. One Bryant Park New York, NY 10036 (Filed With SEC on September 27, 2012)

Amended and Restated Employment and Non-Competition Agreement between Tempur-Pedic International Inc. and Brad Patrick effective as of September 1, 2010 (Filed With SEC on October 28, 2010)

Non-Employee Director Deferred Compensation Plan as adopted May 4, 2010 (Filed With SEC on July 28, 2010)

Form of Non-Employee Director Stock Option Agreement (Filed With SEC on July 28, 2010)

Amended and Restated Annual Incentive Bonus Plan for Senior Executives (Filed With SEC on April 27, 2010)

Tempur-Pedic International Inc. Long-Term Incentive Plan (Filed With SEC on February 19, 2010)

Form of Performance Restricted Stock Unit Award Agreement (Filed With SEC on February 19, 2010)

Form of Restricted Stock Unit Award Agreement (Filed With SEC on February 19, 2010)

Form of Stock Option Agreement (Filed With SEC on February 19, 2010)

Employment and Non-Competition Agreement by and between Tempur-Pedic International Inc. and Lou Hedrick Jones dated as of June 1, 2009 (Filed With SEC on July 27, 2009)

Form of Stock Option Agreement under the United Kingdom Approved Share Option Sub Plan to the 2003 Equity Incentive Plan (Filed With SEC on April 30, 2009)

TEMPUR-PEDICINTERNATIONAL INC. AMENDEDAND RESTATED 2003 EQUITY INCENTIVE PLAN StockOption Agreement [InsertName] (Board ofDirectors) (Filed With SEC on February 12, 2009)

First Amendment to Stock Option Agreement by and between Tempur-Pedic International Inc. and H. Thomas Bryant dated as of July 8, 2008 (Filed With SEC on October 29, 2008)

EMPLOYMENT AND NON-COMPETITION AGREEMENT (Mark A. Sarvary) (Filed With SEC on June 30, 2008)

TEMPUR-PEDIC INTERNATIONAL INC. AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN (Filed With SEC on June 30, 2008)

Stock Option Agreement dated February 5, 2008 between Tempur-Pedic International Inc. and Richard Anderson (Filed With SEC on May 6, 2008)

AMENDEDAND RESTATED EMPLOYMENTAND NONCOMPETITION AGREEMENT (Filed With SEC on March 7, 2008)

MODIFICATIONAGREEMENT (Filed With SEC on February 29, 2008)

Modification Agreement, dated as of August 6, 2007, among Tempur-Pedic, Inc., Tempur Production USA, Inc., Dan-Foam Aps, Tempur-Pedic International, Inc., Tempur World LLC, and... (Filed With SEC on November 1, 2007)

AMENDMENT NO. 3 AND CONSENT (Filed With SEC on June 11, 2007)

Modification Agreement dated as of February 22, 2007, among Tempur-Pedic, Inc., Tempur Production USA, Inc., Dan-Foam ApS, Tempur-Pedic International, Inc., Tempur World LLC, and... (Filed With SEC on May 7, 2007)

AMENDMENT NO. 2 AND CONSENT (Filed With SEC on February 28, 2007)

TEMPUR-PEDIC INTERNATIONAL INC. 2003 EQUITY INCENTIVE PLAN (Filed With SEC on February 28, 2007)

EMPLOYMENT AND NONCOMPETITION AGREEMENT (Richard Anderson) (Filed With SEC on November 7, 2006)

Tempur-Pedic International Inc. Board of Director Compensation (Filed With SEC on October 27, 2006)

EMPLOYMENT AND NON-COMPETITION AGREEMENT (Tom Bryant) (Filed With SEC on August 8, 2006)

TEMPUR-PEDIC INTERNATIONAL INC. 2003 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (TOM BRYANT) (Filed With SEC on August 8, 2006)

TEMPUR-PEDIC INTERNATIONAL INC. 2003 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (Bhaskar Rao) (Filed With SEC on August 8, 2006)

TEMPUR-PEDIC INTERNATIONAL INC. 2003 EQUITY INCENTIVE PLAN Stock Option Agreement (Bhaskar Rao) (Filed With SEC on August 8, 2006)

TEMPUR-PEDIC INTERNATIONAL INC. 2003 EQUITY INCENTIVE PLAN Stock Option Agreement (David Montgomery) (Filed With SEC on August 8, 2006)

TEMPUR-PEDIC INTERNATIONAL INC. 2003 EQUITY INCENTIVE PLAN Stock Option Agreement (Dale E. Williams) (Filed With SEC on August 8, 2006)

TEMPUR-PEDIC INTERNATIONAL INC. 2003 EQUITY INCENTIVE PLAN Stock Option Agreement ([NAME]) (Filed With SEC on August 8, 2006)

AMENDMENT NO. 1 (Filed With SEC on May 8, 2006)

CREDIT AGREEMENT dated as of October 18, 2005 (Filed With SEC on March 14, 2006)

TRUST INDENTURE Dated as of September 1, 2005 (Filed With SEC on March 14, 2006)

LEASE AGREEMENT Dated as of September 1, 2005 (Filed With SEC on March 14, 2006)

BOND PURCHASE AGREEMENT Bernalillo County, New Mexico (Filed With SEC on March 14, 2006)

TEMPUR WORLD, LLC BERNALILLO COUNTY, NEW MEXICO (Filed With SEC on March 14, 2006)

REMARKETING AND INTEREST SERVICES AGREEMENT (Filed With SEC on March 14, 2006)

MORTGAGE, ASSIGNMENT, SECURITY AGREEMENT AND FIXTUREFILING by Tempur ProductionUSA, Inc., a Virginia corporation, as grantor, and Bernalillo County, New Mexico, as Issuer, to and... (Filed With SEC on March 14, 2006)

SECOND AMENDED AND RENEWED REVOLVING PROMISSORY NOTE (Note) (Filed With SEC on November 8, 2005)

AMENDED AND RENEWED REVOLVING PROMISSORY NOTE (Note) (Filed With SEC on May 9, 2005)

EMPLOYMENT AND NONCOMPETITION AGREEMENT (Matthew Clift) (Filed With SEC on December 2, 2004)

TEMPUR-PEDIC INTERNATIONAL INC. 2003 EQUITY INCENTIVE PLAN (Filed With SEC on December 2, 2004)

TEMPUR-PEDIC INTERNATIONAL INC. 2003 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on December 2, 2004)

13,000,000 Shares (Filed With SEC on November 22, 2004)

[10,000,000] Shares (Filed With SEC on November 15, 2004)

STOCK OPTION AGREEMENT (Robert B. Trussell, Jr.) (Filed With SEC on November 9, 2004)

STOCK OPTION AGREEMENT (David Montgomery) (Filed With SEC on November 9, 2004)

STOCK OPTION AGREEMENT (David C. Fogg) (Filed With SEC on November 9, 2004)

STOCK OPTION AGREEMENT (Dale Williams) (Filed With SEC on November 9, 2004)

STOCK OPTION AGREEMENT (Jeffrey B. Johnson) (Filed With SEC on November 9, 2004)

STOCK OPTION AGREEMENT (H. Thomas Bryant) (Filed With SEC on November 9, 2004)

STOCK OPTION AGREEMENT (Jeffrey B. Johnson) (Filed With SEC on November 9, 2004)

STOCK OPTION AGREEMENT (Jeffrey P. Heath) (Filed With SEC on November 9, 2004)

STOCK OPTION AGREEMENT (H. Thomas Bryant) (Filed With SEC on November 9, 2004)

STOCK OPTION AGREEMENT (Robert B. Trussell, Jr.) (Filed With SEC on November 9, 2004)

STOCK OPTION AGREEMENT (David C. Fogg) (Filed With SEC on November 9, 2004)

STOCK OPTION AGREEMENT (Francis A. Doyle) (Filed With SEC on November 9, 2004)

STOCK OPTION AGREEMENT (David Montgomery) (Filed With SEC on November 9, 2004)

TEMPUR-PEDIC INTERNATIONAL INC. 2003 EQUITY INCENTIVE PLAN Stock Option Agreement (Filed With SEC on November 2, 2004)

TEMPUR-PEDIC INTERNATIONAL INC. 2003 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (Filed With SEC on May 17, 2004)

18,750,000 Shares TEMPUR-PEDIC INTERNATIONAL INC. Common Stock UNDERWRITING AGREEMENT (Filed With SEC on December 12, 2003)

TEMPUR-PEDIC INTERNATIONAL INC. 2003 EQUITY INCENTIVE PLAN TABLE OF CONTENTS (Filed With SEC on December 12, 2003)

TEMPUR-PEDIC INTERNATIONAL INC. 2003 EMPLOYEE STOCK PURCHASE PLAN (Filed With SEC on December 12, 2003)

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Tempur Sealy International Contracts & Agreements