Exhibit 10.21

AMENDED EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is entered into as of the 14th day of January, 2005, by and between SEALY CORPORATION, a Delaware corporation (the "Company"), and David
J. McIlquham (the "Employee").

W I T N E S S E T H:

WHEREAS, the Company and the Employee (collectively "the Parties") desire to enter into this Employment Agreement (the "Agreement") as hereinafter set forth;

NOW,
THEREFORE, the Company and Employee agree as follows:

1.EMPLOYMENT TERM.



2.POSITION, DUTIES, AND RESPONSIBILITIES.At all times during the Employment Term, the Employee shall:



Nothing
in this Agreement shall preclude the Employee from devoting reasonable periods of time to charitable and community activities or the management of the Employee's investment
assets, or from

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serving
in the boards of directors of up to two non-competing companies, provided such activities do not interfere with the performance by the Employee of the Employee's duties hereunder.

3.SALARY, BONUS AND BENEFITS.For services rendered by the Employee on behalf of the Company during the
Employment Term, the following salary, bonus and benefits shall be provided to the Employee by the Company:



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4.TERMINATION OF EMPLOYMENT.As indicated in Subsection 1(b)(ii), the Employment Term may terminate prior to
the date specified in Subsection 1(b)(i) as follows:



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5.SEVERANCE COMPENSATION.If the Employee's employment is terminated, the following severance provisions will
apply:



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6.SEVERANCE PLAN.It is the intention of the Parties that this Agreement provide special benefits to the
Employee. If at any time the Company's Executive Severance Benefit Plan would provide better cash severance benefits to the Employee than this Agreement, the Employee may elect to receive such better
cash severance benefits in lieu of the cash severance benefits provided under Subsections 5(a)(i) and 5(a)(ii), or Subsection 5(a)(v), of this Agreement, whichever is applicable, while
continuing to receive any other benefits or coverages available under this Agreement. If this Agreement would provide better cash severance benefits to the Employee than the Company's Executive
Severance Benefit Plan, the Employee shall receive the cash severance benefits under this Agreement, as well as any other benefits or coverages available under this Agreement. In such case, the cash
severance benefits under this Agreement shall be in lieu of the cash severance benefits payable under the Company's Executive Severance Benefit Plan.

7.PLAN AMENDMENTS.To the extent any provisions of this Agreement modify the terms of any existing plan, policy
or arrangement affecting the compensation or benefits of the Employee, as appropriate, (a) such modification as set forth herein shall be deemed an amendment to such plan, policy or arrangement
as to the Employee, and both the Company and the Employee hereby consent to such amendment, (b) the Company will appropriately modify such plan, policy or arrangement to correspond to this
Agreement with respect to the Employee, or (c) the Company will provide an
"Alternative Benefit," as defined in Section 13 hereof, to or on behalf of the Employee in accordance with the provisions of such Section 13.

8.CONFIDENTIAL INFORMATION.The Employee agrees that the Employee will not, during the Employment Term or at
any time thereafter, either directly or indirectly, disclose or make known to any other person, firm, or corporation any confidential information, trade secret or proprietary information of the
Company that the Employee may acquire in the performance of the Employee's duties hereunder (except in good faith in the ordinary course of business for the Company to a person

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who
will be advised by the Employee to keep such information confidential) or make use of any of such confidential information except in the performance of the Employee's duties or when required to do
so by legal process, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) that requires
the Employee to divulge, disclose or make accessible such information. In the event that the Employee is so ordered, the Employee shall so advise the Company in order to allow the Company the
opportunity to object to or otherwise resist such order. Upon the termination of the Employee's employment with the Company, the Employee agrees to deliver forthwith to the Company any and all
proprietary literature, documents, correspondence, and other proprietary materials and records furnished to or acquired by the Employee during the course of such employment. In the event of a breach
or threatened breach of this Section 8 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the
provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate.

9.NON-COMPETITION.In consideration of this Agreement, the Employee agrees that, during the
Employment Term, and for one year thereafter, the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged
to amaterial extent in the manufacrture or sale of (a) mattresses or other bedding products (including, without limitation, Serta, Simmons, Spring Air and Kingsdown) or (b) any other
products which constitute more than ten percent (10%) of the Company's revenues at the time in direct competition with the Company in any market. The Employee understands that the foregoing
restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, but acknowledges that the Employee will receive sufficiently higher
remuneration and other benefits from the Company hereunder than the Employee would otherwise receive to justify such restriction. The Employee acknowledges that the Employee understands the effect of
the provisions of this Section 9, and that the Employee has had reasonable time to consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to
consult an attorney with respect to these provisions. The Company and the Employee consider the restrictions contained in this Section 9 to be reasonable and necessary. Nevertheless, if any
aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to
be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 9 by the Employee, the Company will be
entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or
in equity which it deems appropriate.

10.NOTICES.For purposes of this Agreement, all communications provided for herein shall be in writing and
shall be deemed to have been duly given when hand delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

| |  | (a) |  | If the notice is to the Company:                                                                                         |  | 
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------------ |  | 
| |  |     |  |                                                                                                                          |  | 
| |  |     |  | Mr. Kenneth Walker
Vice President and General Counsel
Sealy Corporation
One Office Parkway
Trinity, North Carolina 27370 |  | 
| |  |     |  |                                                                                                                          |  | 
| |  |     |  |                                                                                                                          |  | 

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| |  | (b) |  | If the notice is to the Employee:                                                                              |  | 
| |  | --- |  | -------------------------------------------------------------------------------------------------------------- |  | 
| |  |     |  |                                                                                                                |  | 
| |  |     |  | Mr. David McIlquham
Chief Executive Officer
Sealy Corporation
One Office Parkway
Trinity, North Carolina 27370 |  | 

or to such other address as either party may have furnished to the other in writing and in accordance herewith; except that notices of change of address shall be effective only
upon receipt.

11.ASSIGNMENT; BINDING EFFECT.This Agreement shall be binding upon and inure to the benefit of the parties to
this Agreement and their respective successors, heirs (in the case of the Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred
by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the
assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the
Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding
sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company
hereunder. No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee's rights to compensation and benefits, which may be
transferred only by will or operation of law, except as provided in this Section 11.

The
Employee shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable
hereunder following the Employee's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death
of the Employee shall be payable to the Employee's spouse, or if such spouse shall not survive the Employee, to the Employee's estate. In the event of the Employee's death or a judicial determination
of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee's beneficiary, estate or other legal representative.

12.INVALID PROVISIONS.Any provision of this Agreement that is prohibited or unenforceable shall be ineffective
to the extent, but only to the extent, of such prohibition or unenforceability without invalidating the remaining portions hereof and such remaining portions of this Agreement shall continue to be in
full force and effect. In the event that any provision of this Agreement shall be determined to be invalid or unenforceable, the Parties will negotiate in good faith to replace such provision with
another provision that will be valid or enforceable and that is as close as practicable to the provisions held invalid or unenforceable.

13.ALTERNATIVE SATISFACTION OF COMPANY'S OBLIGATIONS.In the event this Agreement provides for payments or
benefits to or on behalf of the Employee which cannot be provided under the Company's benefit plans, policies or arrangements either because such plans, policies or arrangements no longer exist or no
longer provide such benefits or because provision of such benefits to the Employee would adversely affect the tax qualified or tax advantaged status of such plans, policies or arrangements for the
Employee or other participants therein, the Company may provide the Employee with an "Alternative Benefit," as defined in this Section 13, in lieu thereof. The Alternative Benefit is a benefit
or payment which places the Employee and the Employee's dependents in at least as good of an economic position as if the benefit promised by this Agreement (a) were provided exactly as called
for by this Agreement, and (b) had the favorable economic, tax and legal

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characteristics
customary for plans, policies or arrangements of that type. Furthermore, if such adverse consequence would affect the Employee or the Employee's dependents, the Employee shall have the
right to require that the Company provide such an Alternative Benefit.

14.ENTIRE AGREEMENT, MODIFICATION.Subject to the provisions of Section 15 hereof, this Agreement
contains the entire agreement between the Parties with respect to the employment of the Employee by the Company and supersedes all prior and contemporaneous agreements, representations, and
understandings of the Parties, whether oral or written. No modification, amendment, or waiver of any of the provisions of this Agreement shall be effective unless in writing, specifically referring
hereto, and signed by both Parties.

15.NON-EXCLUSIVITY OF RIGHTS.Notwithstanding the foregoing provisions of Section 14,
nothing in this Agreement shall prevent or limit the Employee's continuing or future participation in any benefit, bonus, incentive or other plan, program, policy or practice provided by the Company
for its executive officers, nor shall anything herein limit or otherwise affect such rights as the Employee has or may have under any stock option, restricted stock or other agreements with the
Company or any of its subsidiaries. Amounts which the Employee or the Employee's dependents or beneficiaries are otherwise entitled to receive under any such plan, policy, practice or program shall
not be reduced by this Agreement except as provided in Section 6 hereof with respect to payments under the Executive Severance Benefit Plan if cash payments of annual base salary are made
hereunder.

16.WAIVER OF BREACH.The failure at any time to enforce any of the provisions of this Agreement or to require
performance by the other party of any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part
of this Agreement or the right of either party thereafter to enforce each and every provision of this Agreement in accordance with the terms of this Agreement.

17.GOVERNING LAW.This Agreement has been made in, and shall be governed and construed in accordance with the
laws of, the State of Ohio. The Parties agree that this Agreement is not an "employee benefit plan" or part of an "employee benefit plan" which is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended.

18.TAX WITHHOLDING.The Company may withhold from any amounts payable under this Agreement such federal, state
or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. Where withholding applies to Class A Shares, the Company shall make cashless withholding
available to the Employee.

19.EXPENSE OF ENFORCEMENT.The Company shall reimburse reasonable attorney fees and expenses incurred by the
Employee to enforce the provisions of this Agreement, even if his claims are not successful, provided they are not ultimately determined by the court to be frivolous.

20.REPRESENTATION.The Company represents and warrants that it is fully authorized and empowered to enter into
this Agreement and that the performance of its obligations under this Agreement will not violate any agreement between it and any other person, firm or organization.

21.SUBSIDIARIES AND AFFILIATES.Notwithstanding any contrary provision of this Agreement, to the extent it does
not adversely affect the Employee, the Company may provide the compensation and benefits to which the Employee is entitled hereunder through one or more subsidiaries or affiliates, including, without
limitation, Sealy, Inc.

22.NO MITIGATION OR OFFSET.In the event of any termination of employment, the Employee shall be under no
obligation to seek other employment. Amounts due the Employee under this Agreement shall not be offset by any remuneration attributable to any subsequent employment he may obtain.

23.SOLE REMEDY.The Parties agree that the remedies of each against the other for breach

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of
this Agreement shall be limited to enforcement of this Agreement and recovery of the amounts and remedies provided for herein. The Parties, however, further agree that such limitation shall not
prevent either Party from proceeding against the other to recover for a claim other than under this Agreement.

IN
WITNESS WHEREOF, the Company and the Employee have executed this Agreement as of the day and year first above written.

| |  |                    |  |                                                         
| |  | ------------------ |  | --------------------------------------------------------
| |  | SEALY CORPORATION 
| |  |                    |  |                                                         
| |  | By:                |  | Kenneth L. Walker
Senior Vice President, General Counsel
| |  | EMPLOYEE          
| |  | David J. McIlquham

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