Sealy Corporation Directors' Deferred Compensation Plan

Exhibit 10.29

         Sealy Corporation

Directors' Deferred Compensation Plan

Sealy Corporation
Directors' Deferred Compensation Plan

Table of Contents

ARTICLE I

DEFINITIONS

1.1.

"Board" shall mean the Board of Directors of Sealy Corporation.

1.2.

"Director" shall mean a member of the Board of Directors of the Company who is not an employee of the Company or any of its subsidiaries.

1.3.

"Plan" shall mean this Deferred Compensation Plan for Directors as it may be amended from time to time.

1.4.

"Fees" shall mean amounts earned for serving as a member of the Board, including any committees of the Board.

1.5.

"Year" shall mean calendar year.

1.6.

"Common Stock" shall mean the Common Stock of the Company.

1.7.

"Company" means Sealy Corporation.

1.8.

"Stock Account" shall mean the account created by the Company pursuant to Article III of this Plan.

1.9.

"Stock Value" shall mean, for any given day, the closing price of the Company's Common Stock as reported on the New York Stock Exchange Inc. ("NYSE") Composite Tape on such day. If the closing price is not available from the NYSE for the Common Stock on a date in question, then the next preceding practicable date for which such closing price is available shall be used.

1.10.

"He", "Him", or "His" shall apply equally to male and female members of the Board.

1.11.

"Change in Control" means (i) the sale of all or substantially all of the assets of the Company to an Unaffiliated Person (as defined below); (ii) a sale by the Company, Sealy Holding LLC (the "Investor") or any of their respective affiliates resulting in more than 50% of the voting stock of the Company being held by a person or group (as such terms are used in the Securities Exchange Act of 1934, as amended) that does not include the Investor or any of their respective affiliates; (iii) a merger, consolidation, recapitalization or reorganization of the Company with or into an Unaffiliated Person; if and only if any such event listed in clauses (i) through (iii) above results in the inability of KKR Millennium Fund L.P. ("KKR"), the Investor, or any member or members of the Investor, to designate or elect a majority of the Board (or the board of directors of the resulting entity or its parent company). For purposes of this definition, the term "Unaffiliated Person" means any Person or Group who is not (x) KKR, the Investor or any member of the Investor, (y) an affiliate of KKR, the Investor or any member of the Investor, or (z) an entity in which KKR, the Investor, or any member of the Investor holds, directly or indirectly, a majority of the economic interests in such entity.

ARTICLE II

ELECTION TO DEFER

2.1.

A Director may elect, on or before December 31 of any Year, to defer payment of all or a specified part of all Fees earned during the Year following such election and succeeding Years (until the Director ceases to be a Director or changes his election pursuant to section 2.3 herein). Any person who shall become a Director during any Year, and who was not a Director of the Company on the preceding December 31, may elect, before the Director's term begins to defer payment of all or a specified part of such Fees earned during the remainder of such Year and for succeeding Years.

1

2.2.

The election to participate in the Plan and manner of payment shall be designated by submitting a letter in the form attached hereto as Appendix A to the Secretary of the Company.

2.3.

The election shall continue from Year to Year unless the Director terminates it by written request delivered to the Secretary of the Company prior to the commencement of the Year for which the termination is first effective.

ARTICLE III