RECOURSE PROMISSORY NOTE
March 31, 1999 $10,896
E. Lee Wyatt (the "Employee"), for value received, hereby promises to pay to Sealy Mattress Company, an Ohio
corporation (the "Company"), the amount of ten thousand eight hundred ninety-six dollars ($10,896) on March
31, 2004 (the "Maturity Date"). The Company is a wholly-owned subsidiary Sealy Corporation, a Delaware
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, Employee, the other "Buyers" listed therein and the other parties named
therein pursuant to which, on the date hereof, Employee has purchased from Seller 1,890 shares of Class A
Common Stock and 210 shares of Class L Common Stock (such shares of Class A Common Stock and Class L
Common Stock, the "Purchased Shares"), for an aggregate purchase price of $10,896 (the "Purchase Price").
The Company has loaned the Purchase Price to Employee and Employee has issued this Note to the Company.
On the date hereof, Parent and the Employee have entered into an Executive Stock Agreement (the "Executive
The amounts due under this Note are secured by a pledge of the Purchased Shares, and the payment of the
principal amount and accrued interest under this Note is subject to certain offset rights under the Executive Stock
1. DEFINITIONS. For purposes of this Note, the following capitalized terms have the following meaning.
"Class A Common Stock" means Parent's Class A Common Stock, par value $.01 per share.
"Class L Common Stock" means Parent's Class L Common Stock, par value $.01 per share.
"Employee Shares" means (i) all Purchased Shares, and (ii) all shares issued with respect to the Purchased Shares
referred to in clause (i) above by way of a stock dividend or stock split or in connection with any combination,
exchange, conversion, merger, consolidation, recapitalization, or other reorganization af