This Pledge Agreement (this "Pledge Agreement") is made as of March 31, 1999, between Douglas Fellmy
("Pledgor"), and Sealy Mattress Company, an Ohio corporation (the "Company"). The Company is a wholly-
owned subsidiary of Sealy Corporation, a Delaware corporation ("Parent").
Reference is hereby made to the Stock Purchase Agreement, dated as of the date hereof, among Bain Capital
Fund V-B, L.P. ("Seller"), the Company, Pledgor, the other "Buyers" listed therein and the other parties named
therein pursuant to which, on the date hereof, Pledgor has purchased from Seller 8,361 shares of Parent's Class
A Common Stock, par value $.01 per share, and 929 shares of Parent's Class L Common Stock, par value $.01
per share (such shares of Class A Common and Class L Common, the "Pledged Shares"), for an aggregate
purchase price of $48,203 (the "Purchase Price"). The Company has loaned the Purchase Price to Pledgor and
Pledgor has issued to the Company a recourse promissory note (the "Note") in principal amount equal to the
This Pledge Agreement provides the terms and conditions upon which the Note is secured by a pledge to the
Company of the Pledged Shares.
NOW, THEREFORE, in consideration of the premises contained herein and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Company
to accept the Note, Pledgor and the Company hereby agree as follows:
1. Pledge. Pledgor hereby pledges to the Company, and grants to the Company a security interest in, the Pledged
Shares as security for the prompt and complete payment when due of the unpaid principal of and interest on the
Note and full payment and performance of the obligations and liabilities of Pledgor hereunder.
2. Delivery of Pledged Shares. Upon the execution of this Pledge Agreement, Pledgor shall deliver to the
Company the certificate(s) representing the Pledged Shares, together with duly executed fo