SUMMARY PLAN DESCRIPTION FOR THE TEMPUR SEALY 401(K) RETIREMENT PLAN

January 1, 2014

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TABLE OF CONTENTS Overview ............................................................................................................................................1 Eligibility and Participation ...............................................................................................................2 Compensation ....................................................................................................................................2 Employee Contributions to the Plan ..................................................................................................3 Employer Contributions to the Plan ...................................................................................................5 Contribution Limitations ....................................................................................................................6 How Your Account is Invested .........................................................................................................7 Vesting ...............................................................................................................................................8 How You Can Receive Your Account Balances ...............................................................................8 Loans ..................................................................................................................................................8 In-Service Withdrawals .....................................................................................................................9 Distributions.......................................................................................................................................11 Claims for Benefits ............................................................................................................................13 Other Plan Information ......................................................................................................................15 Glossary .............................................................................................................................................17 Plan Information ................................................................................................................................18 Statement of ERISA Rights ...............................................................................................................19 Exhibit A ............................................................................................................................................21

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OVERVIEW Tempur-Pedic International, Inc. changed its name to Tempur Sealy International, Inc. in 2013, after it acquired Sealy Corporation. Tempur-Pedic Management, LLC, a subsidiary of Tempur Sealy International, Inc., sponsored and maintained the Tempur 401(k) Retirement Plan (the “Prior Tempur Plan”), and Sealy Corporation sponsored and maintained the Sealy Profit Sharing Plan (the “Prior Sealy Plan”). The Prior Tempur Plan and the Prior Sealy Plan merged to form the Tempur Sealy 401(k) Retirement Plan (the “Plan”) which became effective January 1, 2014. Eligible employees of Tempur-Pedic Management, LLC (“Tempur”) and certain of its participating affiliates listed on Exhibit A to this summary may participate in the Plan. Tempur and its participating affiliates are referred to in this summary as the “Company.” The Plan is designed to provide you with an opportunity to save, invest and build income for the future. In general, you can contribute from 1% to 85% of your pay up to the annual dollar limit imposed by the applicable tax laws on a pre-tax basis to the Plan and the Company will match a part of your contribution. In addition, in any calendar year in which you are – or will be – age 50 or older by December 31, you can make pre-tax catch-up contributions to the Plan. Here are some highlights of the Plan:  You will be automatically enrolled in the Plan if you are eligible, although participation is voluntary and you have the opportunity to elect out of the automatic enrollment at any time;  both you and the Company contribute to your account;  your contributions and the earnings on those contributions are not subject to current federal income taxes until you receive a distribution;  you choose how contributions to your account will be invested among the options allowed by the Plan. This booklet contains a summary of your benefits and outlines your rights and obligations under the Plan. To keep this summary concise, only the major provisions of the Plan are described. The Plan document is the sole source of all of your rights and benefits under the Plan. In the event of any conflict between this summary and the Plan document, the Plan document will govern. We hope you will find this information helpful. If you have any questions, the Human Resources Department will be glad to answer them. You will notice that several words in this summary begin with capital letters. If a word is capitalized, this means that the word has a special meaning when used in this summary. The special meanings appear either near the capitalized word the first time it is used in this summary or in the section titled “Glossary” toward the end of this summary.

ELIGIBILITY AND PARTICIPATION If you were eligible to participate in the Prior Tempur Plan or the Prior Sealy Plan as of December 31, 2013, you automatically became a participant in this Plan on January 1, 2014.

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Otherwise, you are eligible to make employee pre-tax contributions to the Plan on the first day that you meet each of the following requirements:  

you are an eligible employee of the Company; and you are at least 18 years old.

If you are an employee of the Company, you are an eligible employee for purposes of this Plan unless you are:     

covered by a collective bargaining agreement that does not provide for participation in the Plan; employed by an affiliate of the Company that has not adopted this Plan; a nonresident alien who receives no U.S. source income from the Company; treated by the Company as a leased employee; or treated by the Company as an independent contractor or as having any status other than as a common law employee.

Once you have satisfied the eligibility requirements, you may elect to make pre-tax contributions to the Plan at any time. If you are hired as an eligible employee on or after January 1, 2014, you will be automatically enrolled in the Plan unless you make an affirmative election not to participate in the Plan. For more information, see the section of this summary entitled “Employee Contributions to the Plan.” Although you can make employee pre-tax contributions immediately, you will not be eligible to receive any employer matching contributions until you have completed 6 months of service. Rehired Employees. If you terminate your employment with the Company while you are a participant in the Plan and you are rehired in an eligible job classification, you will again be eligible to participate in the Plan. If you are reemployed but did not participate in the Plan before your prior termination of employment with the Company, you must satisfy the eligibility requirements described in this section; however, your prior employment will be counted in determining whether you are eligible to receive a matching contribution. If you had an account that was forfeited under the Prior Sealy Plan prior to January 1, 2014, you may be eligible to have it restored upon your reemployment depending upon the length of your break in service. If you think these rules could apply to you, please contact the Plan Administrator.

COMPENSATION Your Compensation is the pay you receive from the Company for your performance of services to the extent that pay is includible in your gross income, including salary, wages, overtime, commissions and bonuses. Your Compensation also includes your pre-tax contributions made to the Plan and any elective contributions you make to a Company sponsored cafeteria plan which are not includible in your gross income.

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Your Compensation does not include any Company contributions reimbursement and other expense allowances, deferred compensation, fringe benefits, cash and non-cash, moving expenses, deferred compensation and welfare benefits. Compensation includes only that compensation which is actually payable to you during the Plan Year. Further, Compensation above the annual limit imposed by the applicable tax laws is not counted in determining your contributions. For 2014, the annual compensation limit is $260,000. Once you reach the maximum, contributions to the Plan will cease for the remainder of the Plan Year. The annual compensation limit may be adjusted periodically by the government for cost-of-living increases.

EMPLOYEE CONTRIBUTIONS TO THE PLAN Pre-Tax Elective and Catch-Up Contributions. The contributions that are withheld from your paycheck are called pre-tax contributions. This means that you do not have to pay federal (and most state) income taxes on your contributions until you withdraw them from the Plan. At the time you make contributions to the Plan, your contributions will be subject to FICA taxes (i.e., Social Security and Medicare taxes). These taxes will not reduce your contribution amount but will be withheld from your paycheck. Two types of pre-tax contributions are allowed under the Plan: (1) elective contributions and (2) catch-up contributions. Your pre-tax contributions to the Plan (both elective and catch-up contributions) are made through automatic payroll deduction. This means that the Company will withhold pre-tax contributions from your paycheck each pay period and then contribute them to the Plan on your behalf. Any pre-tax elective or catch-up contributions made to the Plan on your behalf will be credited to a pre-tax contribution account established for you pursuant to the Plan. Your elective and catch-up contributions will be credited to your Pre-Tax Account under the Plan. If you were a participant in the Prior Tempur Plan or the Prior Sealy Plan, your pre-tax contributions made prior to January 1, 2014 are held in a separate account. Pre-Tax Elective Contributions. The Plan lets you make elective contributions in an amount equal to 1% to 85% of your Compensation per pay period in whole percentages up to the annual dollar limit imposed by the tax laws (which is $17,500 for 2014 and may be adjusted annually for cost-of-living increases). For example, you can save 4% or 5% but not 4.2%. If you were eligible to participate in the Prior Tempur Plan or the Prior Sealy Plan on December 31, 2013 and became a participant in this Plan on January 1, 2014, the Company will continue to withhold contributions from your pay in accordance with the contribution election that was in place on December 31, 2013 unless and until you make an election to the contrary. If you were not eligible to participate in the Prior Tempur Plan or the Prior Sealy Plan on December 31, 2013, you will become a participant in the plan as soon as practicable following the later of (1) the date you reach age 18, (2) the date you employed in a class of employees eligible to participate in the Plan, and (3) date as of which you complete any enrollment provisions required by the Company or you become automatically enrolled under the terms of the Plan.

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If you are hired on or after January 1, 2014, you will automatically enrolled in the Plan unless. This means that absent an election to the contrary, 5% of your Compensation will be automatically withheld from your pay and contributed to the Plan. This will continue until you affirmatively change your election. Your automatic enrollment election will be effective as of the first day of the first payroll period beginning 30 days after your date of hire, or as soon thereafter as administratively feasible, but in no event earlier than 30 days after your receive written notice about automatic enrollment and no later than 60 after your date of hire. The dollar amount of your pre-tax contribution for a pay period is determined by multiplying your Compensation for the pay period by the automatic enrollment percentage (5%) or, if applicable, the percent you have elected to contribute to the Plan. If you are not automatically enrolled in the Plan or do not join the Plan when you first become eligible, you have the option to join at any time thereafter, provided that you remain an eligible employee. Catch-Up Contributions. In addition to elective contributions, in any calendar year in which you are – or will be – age 50 or older by December 31, you are eligible to make catch-up contributions up to the annual dollar limit to the Plan for a calendar year. The catch-up contribution limit for 2014 is $5,500. This amount may be adjusted annually for cost-of-living increases. Changing Your Contribution Election. If you would like to begin, suspend or change your elective contribution and/or your catch-up contribution elections, logon to wellsfargo.com or call the Wells Fargo Retirement Service Center at 1-800-SAVE123 (728-3123). You may change the percentage of your pre-tax contributions or suspend your pre-tax contributions at any time. Any request to begin, suspend or change your deferral election will be effective as soon as administratively practicable after your request is received. After-tax Contributions. The Plan does not allow you to make after-tax contributions. However, if you were a participant in the Prior Sealy Plan who made after-tax contributions, a separate Sealy Employee After-Tax Account holding those amounts has been established for you under this Plan. Rollover Contributions. If you are an eligible employee, you can defer current taxation on the taxable amount of a qualifying lump sum distribution from another qualified employer plan by rolling the taxable portion into the Plan. However, you must be certain that: 1. The amount of the rollover represents only the taxable portion of a lump sum distribution from a qualified plan of a prior employer; or 2. The distribution is being rolled into the Plan within 60 days of distribution from your prior qualified plan. Assets rolled over from another plan will be allocated to a Rollover Account established for your benefit under the Plan. These assets will be invested as directed by you among the options

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allowed by the Plan. The Plan does not accept rollovers from 403(b) and 457 plans or rollovers of Roth 401(k) contributions. The Plan Administrator has discretion as to whether to accept a rollover from another plan. Rollovers made to the Prior Tempur Plan or the Prior Sealy Plan are credited to your Tempur Rollover Account or your Sealy Rollover Account, respectively. EMPLOYER CONTRIBUTIONS TO THE PLAN. Safe Harbor Matching Contributions. The Company will make a safe harbor matching contribution on a portion of the first 5% of Compensation you contribute to the Plan each pay period. The Company will match dollar-for-dollar for each dollar contributed up to the first 3% of Compensation. The Company will additionally match $.50 for each $1 contributed over 3% and up to 5% of Compensation. That adds up to an 80% Company match on your contributions if you contribute 5% of your Compensation to the Plan each pay period. These matching contributions are deposited into a Safe Harbor Matching Account established for you under the Plan. The contributions will be made by the end of the calendar quarter following the calendar quarter for which the matching contribution is made, so they have the opportunity to grow along with your savings. For example, if your annual Compensation is $20,000, and you contribute 3% to the Plan equally over all pay periods for an entire year, the Company will automatically deposit $600 for that year into your Safe Harbor Matching Account. Increase your contribution to 5% over all payments for an entire year and the Company match goes up to $800. Employee and Company Safe Harbor Matching Contribution by Annual Compensation Compensation

Percent of Compensation 3%

$20,000

$40,000

$60,000

Contribution

Contribution

Contribution

Employee $600

Company $600

Total $1,200

Employee $1,200

Company $1,200

Total $2,400

Employee $1,800

Company $1,800

Total $3,600

4%

$800

$700

$1,500

$1,600

$1,400

$3,000

$2,400

$2,100

$4,500

5%

$1,000

$800

$1,800

$2,000

$1,600

$3,600

$3,000

$2,400

$5,400

6%

$1,200

$800

$2,000

$2,400

$1,600

$4,000

$3,600

$2,400

$6,000

8%

$1,600

$800

$2,400

$3,200

$1,600

$4,500

$4,800

$2,400

$7,200

10%

$2,000

$800

$2,800

$4,000

$1,600

$5,600

$6,000

$2,400

$8,400

* The above chart assumes that a level percentage of contributions are contributed to the Plan for every pay period for an entire year. If the level of your pre-tax contributions changes throughout the year, the amount of your matching contributions may differ from the amount shown in the chart.

You do not have to pay federal income taxes on the safe harbor matching contributions until they are distributed from the Plan.

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If you received safe harbor matching contributions under the Prior Tempur Plan, they are credited to a Tempur Safe Harbor Account established for you under this Plan. Discretionary Matching Contribution. The Company may make an additional discretionary matching contribution to the Plan for each Plan Year. Any discretionary matching contribution will be in an amount as determined in the sole and absolute discretion of the Company. The total discretionary matching contribution may not exceed 3% of the Compensation of all employees eligible to receive a discretionary matching contribution for the Plan Year. You will not be eligible to receive a discretionary matching contribution unless you make a pretax contribution to the Plan. In addition, you must be employed on the last day of the year to receive a discretionary matching contribution unless you die, become Disabled, or terminate employment after reaching your normal retirement age (age 65). If you are eligible, your portion of any discretionary matching contribution will be based on your Compensation relative to the Compensation of all Participants who are eligible to receive an allocation of the discretionary matching contribution. If you receive a contribution, it will be allocated to your Discretionary Matching Contribution Account. You do not have to pay federal income taxes on the discretionary matching contributions until they are distributed from the Plan. Prior Sealy Plan Contributions. If you received an employer profit sharing contribution or base contribution under the Prior Sealy Plan, these amounts are credited to your Sealy Profit Sharing Account or your Sealy Employer Base Account, respectively, that have been established under this Plan.

CONTRIBUTION LIMITATIONS Limits on Employee Contributions. Applicable tax laws impose annual limits on the amount of pre-tax elective contributions and pre-tax catch-up contributions that you may make to the Plan. These limits are adjusted periodically by the government for cost-of-living increases. For 2014, the limitation on pre-tax elective contributions is $17,500 and the limitation for pre-tax catch-up contributions is $5,500. Company matching contributions are not considered in determining whether you have reached these annual dollar limits. If your pre-tax elective contributions or any catch-up contributions reach the dollar limits in effect during the Plan Year, they will be stopped for the remainder of the year. Unless you change or revoke your deferral election, your contribution will be restarted at the beginning of the next year at the same deferral percent that was in effect at the time contributions were stopped.

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Limit on Total Contribution. Federal law limits total contributions that can be made to all Company sponsored defined contribution plans. Total annual contributions made on your behalf -- Company matching contributions plus your pre-tax contributions to the Plan -- cannot exceed the lesser of $52,000 or 100% of your gross compensation in 2014. The stated dollar limit is adjusted periodically by the government. Given current limitations on pre-tax contributions, it is unlikely you will be affected by the limit. But, the Company may amend or revoke your pre-tax contribution election at any time during a Plan Year to reduce your contribution percentage or suspend the making of pre-tax contributions on your behalf in order to satisfy the requirements and limitations of the applicable tax laws.

HOW YOUR ACCOUNT IS INVESTED The Plan gives you a choice of different investment options. Since you make the investment decisions, neither the Company, the Plan Administrator, the Committee or the Plan Trustee will be responsible for any losses you incur as a result of your investment decisions. Therefore, it is very important that you take the time to consider your retirement goals and investment decisions to reach your goals. Allocating Your Contribution. You are responsible for investing both your own contributions and the Company contributions. Fund fact sheets and assistance with creating a personalized investment strategy may be obtained online at wellsfargo.com or by contacting a Wells Fargo Retirement Service Center representative at 1-800-SAVE123 (728-3123). Investment Highlights are provided in all new hire benefits kits. Each investment has a different level of risk and reward. Usually, the greater the potential return, the greater the volatility or risk. Risk is a measure of the possibility your account value will go down. Return is a measure of how much you have gained or lost on an investment over time. Changing Your Allocation. The Plan allows you to change your investment allocation among the funds offered on a daily basis. Valuation of Accounts. As of each valuation date (which generally means each business day), your accounts are valued to reflect their proportionate share of the income, realized and unrealized profits and losses, and expenses. The amount of distributions is generally based on the most recent valuation preceding the date of such distribution. Notice of Limited Liability. This Plan is intended to constitute a plan described in section 404 of the Employee Retirement Income Security Act (“ERISA”) and Title 29 of the Code of Federal Regulations Section 2550.404c-l. Therefore, the fiduciaries of the Plan may be relieved of liability for any loses which are the direct and necessary result of investment instructions provided by a participant or beneficiary.

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VESTING If you were employed by the Company on or after January 1, 2014, all of the amounts credited to all of your accounts under the Plan are fully vested and nonforfeitable.

HOW YOU CAN RECEIVE YOUR ACCOUNT BALANCES Although the Plan was designed to help you prepare for long-term needs such as retirement, it allows you to borrow from your Plan savings for more immediate needs. While you are employed you may take a loan and/or in-service withdrawal, subject to the limits explained below. After you leave the Company, you may only take a distribution. To request a loan, withdrawal or distribution, logon to wellsfargo.com or call the Wells Fargo Retirement Service Center at 1-800-SAVE123 (728-3123) for assistance. Upon approval, proceeds for the amount of your loan, withdrawal or distribution (less applicable withholding, if any) will be sent to you as soon as administratively practicable.

LOANS The loan feature of the Plan gives you the opportunity to access your funds and pay back the money through payroll deduction. Loan Amount. You may borrow a minimum of $1,000, but not more than 50% of your vested account balance up to a maximum of $50,000. You may have only one loan outstanding at a time. If you had an outstanding loan in the 12 months prior to your new loan’s effective date, the $50,000 limit will be reduced. The new maximum will be $50,000 minus your highest loan balance of the prior 12 months. Wells Fargo will provide the required Truth In Lending disclosures when you request a loan. Your Plan loan will be taken pro rata across your accounts under the Plan. Within each of your accounts, your loan will be taken pro-rata from your investment funds based on your investment fund balances prior to the loan. Loan Interest. The interest rate charged on new loans will be the current prime interest rate of Wells Fargo plus 2% and is fixed at the beginning of the loan period. Loan Repayment. When you request a loan you can choose a repayment period, from one to five years to repay your loan. The repayment period can be extended to up to 10 years if the loan is for the purchase of your primary residence. You repay your loan through automatic payroll deductions. This means you authorize the loan payment amount to be deducted from your paycheck each pay period and applied toward the outstanding balance of your loan. If you are not receiving regular paychecks at the time your loan is being repaid (for example, if you are on an authorized unpaid leave of absence), your loan will be repaid in a manner determined by the Plan Administrator. The loan payment will depend on the amount and term of the loan and the interest rate at the time you take your loan. On repayment, the principal and interest are credited

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to your Plan balance. You may pay off your loan in full at any time with no prepayment penalty. If you terminate employment, you must repay the loan to avoid a default. Events of default are discussed in more detail below. Default. If you default on the loan, you will be taxed on the amount of the outstanding loan balance unless you cure the default by the end of the calendar quarter following the calendar quarter in which the default occurs, and applicable tax laws may impose early withdrawal penalties. In addition, the Company has the right to foreclose its security interest in the portion of your vested account under the Plan that you pledged as security for the loan, when an event allowing a Plan distribution occurs. The following events may cause a loan default:    

You miss a scheduled payment. You terminate employment with the Company. You receive a distribution of your entire vested account balance. You withdraw your payroll deduction authorization form for repayment of the loan.

IN-SERVICE WITHDRAWALS Under certain circumstances, you can withdraw the value of your contributions and Company matching contributions. To request a withdrawal, logon to wellsfargo.com or call the Wells Fargo Retirement Service Center at 1-800-SAVE123 (728-3123) for assistance. Withdrawals of less than your entire account balance will be taken pro-rata from your investment funds based on your fund balances prior to the withdrawal. Below are the situations in which withdrawals are permitted. 1. Financial Hardship. If you incur a financial hardship, you may withdraw the value of your Pre-Tax Account (excluding earnings), your Tempur Pre-Tax Account (excluding earnings), your Sealy Pre-Tax Account (excluding earnings), your Rollover Account, your Tempur Rollover Account and your Sealy Rollover Account from the Plan. Financial hardship includes:      

major uninsured medical expenses necessary to obtain medical care (as defined in the Internal Revenue Code) for you or a member of your immediate family; the purchase of your primary residence, excluding mortgage payments; post-secondary tuition expenses for the next 12 months for you or a member of your immediate family; payments necessary to prevent eviction from your principal residence or foreclosure of the mortgage of your primary residence; payments for burial or funeral expenses for your deceased parent, spouse, child or other dependent; and expenses to repair damage to your principle residence that qualifies as a casualty loss under Section 165 of the Internal Revenue Code.

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In order to take a financial hardship withdrawal, you must have first obtained all distributions, withdrawals (other than hardship withdrawals) and nontaxable loans currently available the Plan and other plans maintained by Company and its affiliates. The maximum amount of your financial hardship withdrawal may not exceed the amount of your financial need and any income taxes and penalties which are attributable to the amount of your withdrawal. To obtain a financial hardship withdrawal, you must provide documentation which validates the nature and amount of your financial hardship. To request a financial hardship withdrawal logon to wellsfargo.com or call the Wells Fargo Retirement Service Center at 1-800-SAVE123 (7283123) for assistance. Your documentation and signed authorization must be submitted to Wells Fargo for approval. Upon approval, proceeds for the amount of your financial hardship withdrawal will be sent to you as soon as administratively possible. If you receive a financial hardship withdrawal, you will automatically be suspended for 6 months from making pre-tax contributions to the Plan and contributions to any other deferred compensation plan maintained by the Company. If your pre-tax contributions are suspended on account of a financial hardship withdrawal, you may elect to resume your pre-tax contribution at any time after the 6-month suspension ends, but your previous election will not be automatically reinstated. In addition, because you will not be making pre-tax contributions to the Plan, you will not receive any Company matching contributions for 6 months following your financial hardship withdrawal. 2. Age 59-1/2 Distributions. For any reason after you reach age 59-1/2, you may make withdrawals from the following accounts under the Plan: Tempur Pre-Tax Account, Sealy PreTax Account, Tempur Safe Harbor Account, Sealy Employee After-Tax Account, Sealy Employer Base Account, Sealy Profit Sharing Account, Tempur Rollover Account and/or Sealy Rollover Account. Any contributions made to the Plan for plan years beginning after December 31, 2013 are not eligible for in-service withdrawal at age 59-1/2. 3. Rollover Contributions. You are permitted to withdraw all or any portion of the entire balance to your Rollover Account, Tempur Rollover Account or Sealy Rollover Account contribution account for any reason. 4. Disability Distributions. If you become Disabled, you may make withdrawals from the following accounts under the Plan: Tempur Pre-Tax Account, Sealy Pre-Tax Account, Tempur Safe Harbor Account, Sealy Employee After-Tax Account, Sealy Employer Base Account, Sealy Profit Sharing Account, Tempur Rollover Account and/or Sealy Rollover Account. Any contributions made to the Plan for plan years beginning after December 31, 2013 are not eligible for in-service withdrawal on account of Disability. 5. Military Service. If you are called to military service, you may be eligible to take an inservice withdrawal of amounts credited to your Tempur Pre-Tax Account or your Sealy Pre-Tax Account. Please contact the Plan Administrator for more information.

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DISTRIBUTIONS You (or your beneficiary in the case of death) may request a full distribution of your account balance upon termination of your employment with the Company and all of its affiliates. Plan distributions must commence no later than your Required Commencement Date. The full value of your account includes your pre-tax and after-tax contributions, Company contributions, rollover contributions and investment earnings. You may elect to receive your distributions in the form of a cash lump sum, a partial lump sum payment of at least $1,000 or substantially equal installment payments. Cash-Out of Small Balances. If your account balance does not exceed $1,000 (excluding your rollover accounts) when you leave the Company, your balance will be distributed to you within an administratively reasonably time following written notification. If the value of your account exceeds $1,000 but does not exceed $5,000 (excluding your rollover accounts) at the time of your termination of employment, it will be automatically transferred to an individual retirement account—i.e. Total IRA, offered by Inspira—unless you elect either to receive the distribution directly or to transfer the distribution to another tax-qualified plan or IRA. If a Total IRA is established for you, you may obtain information on that account from Inspira at the address and telephone number that will be provided for you by the Plan Administrator. In compliance with ERISA regulations, Inspira will invest all such IRA funds in an investment designed to protect the principal from loss and provide a reasonable rate of return and liquidity. Currently, Inspira charges an annual fee of $35 to establish a Total IRA on your behalf, unless your account balance exceeds $50,000, in which case there is no annual fee. Inspira also charges a $30 fee for a one-time distribution and $8 for each periodic distribution within the same calendar year. If a Total IRA rollover is established for you, you may transfer the IRA funds to any other IRA or qualified plan of your choice at any time. If you have any questions about the automatic rollover rules or about the IRA provider, the fees charged, or investments made in an IRA account, you should direct them to the Total IRA call center at (888) 261-7687. Puerto Rico Employees: If you are a resident of Puerto Rico employed at the Carolina, Puerto Rico Facility of the Sealy Mattress Company of Puerto Rico, then these rules do not apply to you. Distributions Upon Termination of Employment. If your benefit exceeds $5,000 (excluding your rollover accounts), distribution of your Plan benefit generally will commence as soon as administratively practicable following later of your termination of employment or attainment of age 65. You may, however, postpone receipt of a distribution until your Required Commencement Date. Unless you affirmatively elect a distribution, you will be deemed to have elected to defer distribution until your Required Commencement Date (although you can elect an earlier distribution at any time). Distributions Upon Death. When you die, the full value of your vested account will be paid to your beneficiary - the person or persons you have named to receive your account in case of your

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death – within 60 days following the end of the plan year in which your death occurs, although if your spouse is your beneficiary, he or she may elect to postpone receiving a distribution December 31 of the year in which you would have attained age 70-1/2 (assuming you die prior to age 70-1/2). If your spouse is your beneficiary, your spouse can roll over the distribution of your account to another qualified plan or an IRA. If your beneficiary is an individual other than your spouse, your beneficiary may roll over the distribution to an IRA established for purposes of accepting the distribution. If you have not named a beneficiary or if your beneficiary dies before you do, your account will be paid to your spouse or descendants or to your estate, in that order. Your beneficiary must make a request to the Plan Administrator to receive any Plan benefits. When you die, your beneficiary or any other person with rights to your benefits will need to provide such other documentation (for example, a death certificate) to enable the Plan to determine the beneficiary’s identity and right to a benefit under the Plan. Required Minimum Payments. If you have terminated from the Company, you must begin receiving a distribution of your Plan balance by April 1 of the year after you reach age 70½. If you are still employed with the Company on reaching age 70½, generally, you may wait until you terminate employment to take a minimum distribution. Your minimum distribution following age 70½ is not eligible for rollover to an IRA or another employer plan. Account Rollover. In most cases, you can roll the value of your lump sum distribution into another tax-deferred plan such as an IRA or another employer’s 401(k) plan and continue to defer current federal (and most state) income taxes. Your payment will not be taxed in the current year, and no income tax will be withheld. Your payment will be made payable to your IRA, or, if you choose, to another employer’s plan that accepts your rollover. Your payment will be taxed upon taking a distribution from the IRA or other employer’s plan. Cash Distribution. When you elect to receive a lump sum cash distribution, you will have to pay federal income taxes (and state and local income taxes if applicable) based on your current tax bracket. Installment Distribution. Instead of receiving your distribution in a single lump sum payment, you or your beneficiary may elect to receive the vested portion of your account in substantially equal annual cash installment payments. You will have to pay federal (and state and local income taxes, if applicable) income taxes on each installment payment you receive. Please note that tax laws are subject to change and vary depending on your personal circumstances and distribution elections. Therefore, you should consult your own personal financial or tax advisor on the tax consequences that apply to you.

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CLAIMS FOR BENEFITS. How to Apply for Retirement Benefits. To make a claim for benefits under the Plan, please logon to wellsfargo.com or call the Wells Fargo Retirement Service Center at 1-800-SAVE123 (728-3123) for assistance. There are no fees for filing a claim for benefits. Upon approval, your claim for benefits will be paid to you or your beneficiary as provided in the Plan. Your claim for benefits or any request for review must be submitted in writing by certified or registered mail and addressed to the Plan Administrator at the address listed at the end of this summary. You have the right to be represented by counsel at your own expense at any time during the course of the claim and appeal procedures described above. Anyone appearing in a representative capacity must first file with the Plan Administrator a power of attorney signed by the person represented. Timing of Notification of Benefit Determination. The Plan Administrator normally will make a benefit determination within 90 days of receipt of your claim for benefits. The deadline may be extended for up to an additional 90 days under special circumstances. If this occurs, you will receive written notice of the extension before the end of the initial 90-day period. The extension notice will indicate the special circumstances requiring an extension of time and the date by which you may expect a benefit determination. The period of time within which a benefit determination is required to be made begins on the date the initial claim for benefits is filed, regardless of whether all the information necessary to make the benefit determination is provided with the filing of the initial claim. If a period of time is extended due to your failure to submit information necessary to make a benefit determination, the period for making the benefit determination will be tolled from the date on which the notification of the extension is sent to you until the date on which you respond to the request for additional information. Content of Notification of Adverse Benefit Determination. You will receive written notice of any adverse benefit determination. Your notice of adverse benefit determination will include the following information: 1.

The specific reason(s) for the adverse benefit determination;

2.

Specific reference to the provisions of the Plan used in making the adverse benefit determination;

3.

A description of any additional information necessary to approve your claim together with an explanation as to why the information is necessary; and

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4.

A description of the Plan’s review procedures and the time limits related to those procedures, including a statement of your right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

How to Appeal an Adverse Benefit Determination. If you receive a notice of adverse benefit determination, you may file an appeal with the Plan Administrator at the address listed at the end of this summary: Only one appeal is allowed. You have 60 days following your receipt of the written notice of adverse benefit determination to request a review of that determination. Your request for review must be in writing, signed and dated by you, and contain the information required in the original claim for benefits (as described above), including the date on which your original claim for benefits was filed and the date on which the Plan Administrator’s decision regarding your original claim was rendered. You also may submit additional written documents, comments and other information related to your claim, and upon your request, you will be provided (free of charge) reasonable access to and copies of all documents, records and other information relevant to your claim. Following your request for review, the Plan Administrator will review the adverse benefit determination. This review will take into account all comments, documents, records, and other information submitted by you related to your claim, regardless of whether that information was submitted or considered in the initial benefit determination. The Plan Administrator will review its denial within 60 days of receipt of your request for review and will notify you in writing of its decision on review. The deadline may be extended for up to an additional 60 days under special circumstances. If this occurs, you will be notified of the extension in writing before the end of the applicable time period. The extension notice will state why the extension is needed and the date you may expect a decision. In the event of an adverse benefit determination on review, you will be provided with specific reasons for the determination, references to specific Plan provisions on which the determination is based, a statement that you are entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to your request for review on your claim and a statement of your right to bring an action under Section 502(a) of ERISA. Generally, under this section of ERISA, a participant or beneficiary may bring a civil action to recover benefits due to him or her under the terms of the Plan, to enforce his or her rights under the terms of the Plan, or to clarify his or her rights to future benefits under the terms of the Plan. In the case of an adverse benefit determination on review regarding disability benefits, if an internal rule, guideline, protocol, or other similar criterion was relied upon in making an adverse benefit determination, you will be provided with a statement to that effect and a statement that a copy of such criterion will be provided to you free of charge upon your request will be included in the notice.

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OTHER PLAN INFORMATION Assignment of Benefits. Your interest in the Plan is not assignable in any way, except for the enforcement of a federal tax levy (the collection by the United States on a judgment resulting from an unpaid tax assessment) or the application of a Qualified Domestic Relations Order. This means that funds in your account may be paid only to you or your beneficiary in accordance with the terms of the Plan document. Your accounts cannot be used as collateral for loans, assigned in any way, attached, garnished or pledged, except for federal tax levies and federal tax judgment collections. Qualified Domestic Relations Order. The Plan administrator may be required by law to recognize obligations you incur as a result of court ordered child support, alimony or other payments to a spouse, former spouse, child or other dependent that the Committee determines to be a qualified domestic relations order (“QDRO”). A QDRO is defined as a decree or order issued by a court that obligates you to pay child support or alimony or otherwise allocates a portion of your interest in the Plan to your spouse, former spouse, child or other dependent. If a QDRO is received by the Plan Administrator, all or a portion of your benefits may be used to satisfy the obligation. The Plan Administrator will determine the validity of any domestic relations order received. A copy of the procedures governing qualified domestic relations order determinations is available upon request. Beneficiary Designation. Federal law requires that, if you are married, your spouse is automatically your beneficiary under the Plan. If you wish to name a beneficiary other than your spouse, you must obtain your spouse’s written consent, witnessed by a notary or authorized Plan representative, in order for your designation to be valid. You should review your beneficiary designation, particularly when you have a change in marital or family status, and make changes as appropriate. If you die without a valid beneficiary designation on file with the Plan Administrator, your benefits under the Plan will be paid out as specified in the Plan document. Logon to wellsfargo.com or call the Wells Fargo Retirement Service Center at 1-800-SAVE123 (728-3123) for assistance in designating your beneficiary(ies). Mergers, Consolidations or Transfers. If the Plan is merged or consolidated with another plan, or if your account is transferred to another plan, your current account balance will be protected. Your account balance under the new plan will, immediately after the change, at least equal the amount you would be entitled to if the Plan had been terminated just before the change. Plan Termination and Amendments. While Tempur intends to continue this plan into the future, Tempur reserves the right to change, suspend or terminate the Plan at any time. No Plan amendment, however, may reduce your vested benefits under the Plan or divert your funds for any purpose other than the exclusive benefit of you and your beneficiaries. If the Plan is terminated, the Plan Administrator will facilitate the distribution of benefits under the Plan until all assets have been distributed to participants and their beneficiaries. Nonetheless,

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distribution of account balances could be delayed pending Internal Revenue Service approval that the termination does not affect the qualified status of the Plan. Effect on Your Employment. Participation in the Plan does not give you the right to continue your employment with the Company, or the right to benefits, except as described in the Plan document. The Plan is not an employment contract and does not affect your terms of employment. PBGC Insurance Statement. The Plan is a defined contribution plan, the benefits of which depend solely upon the value of your accounts as invested by the Trustee at your direction. Accordingly, the benefits under the Plan are not insured by the Pension Benefit Guaranty Corporation under Title IV of ERISA.

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GLOSSARY “Committee” means the Retirement Committee appointed by the Board of Directors of Tempur. “Company” means Tempur-Pedic Management, LLC. and any other affiliate of Tempur-Pedic Management, LLC which adopts the Plan with the consent of Tempur-Pedic Management, LLC. “Compensation is defined on page 2. “Disability” or “Disabled” means either disability under the Social Security Act or a disability under a long-term disability program of the Company or an affiliate. “Plan Year” is defined on page 18. “Required Commencement Date” means April 1 of the year following the later of the calendar year in which you attain age 70-1/2 or retire. “Trustee” is defined on page 18.

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PLAN INFORMATION Name of the Plan: Tempur Sealy 401(k) Retirement Savings Plan Plan Sponsor: Tempur-Pedic Management, LLC 1000 Tempur Way Lexington, KY 40511 Employer Identification Number: 28-2807648 Plan Number: 001 Plan Year: The calendar year beginning on January 1 and ending on December 31. Plan Administrator: Tempur-Pedic Management, LLC 1000 Tempur Way Lexington, KY 40511 Plan Trustee: Wells Fargo Bank, NA Trustee of the Tempur Sealy 401(k) Retirement Plan 608 2nd Ave. South Minneapolis, MN 55479 Agent for Service of Legal Process: Tempur-Pedic Management, LLC 1000 Tempur Way Lexington, KY 40511 Service of legal process may also be made upon the Plan Administrator or Plan Trustee.

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STATEMENT OF ERISA RIGHTS As a participant in the plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all plan participants shall be entitled to: Receive Information About Your Plan and Benefits 

Examine, without charge, at the Plan Administrator’s office, all plan documents, including a copy of the latest annual report filed by the plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.



Obtain copies of all plan documents and other plan information, including copies of the latest annual report and updated summary plan description, upon written request to the Plan Administrator. The Plan Administrator may make a reasonable charge for these copies.

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Receive a summary of the plan’s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of a summary annual report.

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Obtain a statement from the Plan Administrator telling you whether you may have a right to receive a benefit at normal retirement age (age 65) and if so, what your benefits would be at normal retirement age if you stop working now. If you do not have a right to a benefit, the statement will tell you how many more years you have to work to be entitled to a benefit. This statement must be requested in writing and is not required to be given more than once every 12 months. The plan must provide the statement free of charge.

Prudent Action by Plan Fiduciaries In addition to creating rights for plan participants, ERISA imposes duties upon the people who are responsible for the operation of the plan. The people who operate your plan, “fiduciaries” of the plan, have a duty to do so prudently and in the interest of you and other plan participants and beneficiaries. No one may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA. Enforce Your Rights If your claim for a benefit is denied or ignored in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of plan documents or the latest annual report from the plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file it in a state or federal court. In addition, if you disagree with the plan’s

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decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit in federal court. If it should happen that plan fiduciaries misuse the plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. Assistance with Your Questions If you have any questions about your plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest Area Office of the Employee Benefits Security Administration, U.S. Department of Labor (listed in your telephone directory), or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. January 1, 2014

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EXHIBIT A As of January 1, 2014, eligible employees of the following entities may participate in the Plan.                      

Tempur-Pedic Management, LLC Tempur Production USA, LLC Tempur-Pedic America, LLC Tempur-Pedic North America, LLC Tempur-Pedic Technologies, Inc. The Ohio Mattress Company Licensing and Components Group, Inc., formerly known as Sealy, Incorporated. Sealy Mattress Manufacturing Company, Inc. Sealy of Maryland and Virginia, Inc. Sealy Mattress Company of Albany, Inc. Sealy of Minnesota, Inc. Sealy Mattress Company of Michigan, Inc. Sealy Mattress Company of Kansas City, Inc. Sealy Mattress Company of Illinois, Inc. Sealy, Inc. (formerly OMT Corp.) Sealy Mattress Company (formerly The Stearns & Foster Bedding Company). Sealy Texas Management, Inc. Sealy Technology LLC Sealy Mattress Company Ohio-Sealy Mattress Manufacturing Company Sealy Mattress Company of Puerto Rico Ohio-Sealy Mattress Manufacturing Company, Inc. Sealy Mattress Company of Memphis

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