CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Purpose The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Sealy Corporation (the “Company”) to assist the Board with the oversight of: (1) the integrity of the financial statements of the Company; (2) the independent auditor’s qualifications and independence; (3) the performance of the Company’s disclosure controls and procedures, internal audit function and independent auditor; (4) the adequacy of the Company’s systems of internal accounting and financial controls; and (5) the Company’s compliance with ethics policies and legal and regulatory requirements. The Committee shall also prepare the report that Securities and Exchange Commission rules require be included in the Corporation’s annual proxy statement. The Committee shall report to the Board with respect to such matters and initiate and/or approve appropriate changes in any or all of these areas when necessary. Committee Membership The Committee shall consist of no fewer than three directors, each of whom is determined by the Board to be “independent” under the rules of the New York Stock Exchange, Inc. and the Sarbanes-Oxley act, subject to the phase-in rules for companies listing securities in conjunction with an initial public offering which require one independent member at the time of listing, a majority of independent members within 90 days of listing and a fully independent committee ...