Esop Stock Sale And Exchange Agreement

AMENDMENT NO. 1
TO
ESOP STOCK SALE AND EXCHANGE AGREEMENT


This AMENDMENT NO. 1 TO THE ESOP STOCK SALE AND EXCHANGE AGREEMENT is dated as of September 25, 1998 by and among SIMMONS HOLDINGS, INC., a Delaware corporation ("Holdings"), SIMMONS COMPANY, a Delaware corporation (the "Company"), STATE STREET BANK & TRUST COMPANY, solely in its capacity as Trustee (the "Trustee") of the Simmons Company Employee Stock Ownership Trust (the "ESOT") and REM Acquisition, Inc., a Delaware corporation ("MergerCo").


W I T N E S S E T H:
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WHEREAS, Holdings, the Company, the Trustee and MergerCo are parties to the ESOP Stock Sale and Exchange Agreement dated as of July 22, 1998 (the "ESOP Agreement"); and


WHEREAS, such parties desire to amend the ESOP Agreement as set forth herein; and


WHEREAS, terms defined in the ESOP Agreement and not otherwise defined herein are used with the meanings so defined;


NOW THEREFORE, in consideration of the mutual agreements set forth herein the parties hereto do hereby agree as follows:


1. All references to "Agreement" in the ESOP Agreement shall refer to the ESOP Agreement as amended from time to time.


2. Section 1.1 of the ESOP Agreement is hereby amended such that the phrase "for a purchase price per share in cash of $7.1463" shall instead read "for a purchase price per share in cash of $6.8663."


3. Section 2.1 of the ESOP Agreement is he ...