Foamex International Inc.
                              1000 Columbia Avenue
                                Linwood, PA 19061

                                    July 31, 2000


The Bank Nova Scotia
One Liberty Plaza
New York, New York 10006

Attention: D. Norman Gillespie

                    Foamex International Inc. Share Exchange

Dear Sirs:

            This  will  confirm  our  agreement  concerning  a  portion  of  the
7,197,426  shares (the "Shares") of common stock,  par value $.01 per share (the
"Common  Stock"),  of Foamex  International  Inc.  ("Foamex")  currently held of
record by Trace Foam Sub, Inc. ("Trace") and Trace International  Holdings, Inc.
("TII"),  which are subject to liens and security interests in favor of The Bank
of Nova Scotia  ("Scotia  Bank"),  a creditor  of TII,  the holder of all of the
outstanding shares of capital stock of Trace, and of Trace.

            We understand that Scotia Bank and John S. Pereira,  in his capacity
as the Chapter 7 trustee for the estates of Trace and TII (the "Trustee"),  have
entered into a Stipulation of Settlement  (the  "Stipulation  of Settlement") in
the form  attached  hereto as Exhibit  "A," which is subject to  approval by the
United  States  Bankruptcy  Court  for the  Southern  District  of New York (the
"Bankruptcy Court"). The Stipulation of Settlement provides, among other things,
that Scotia Bank will have the right to take title to 1,500,000 of the Shares so
that the agreement described herein may be effectuated.

            Foamex and Scotia Bank desire to facilitate the orderly  transfer of
Common  Stock  held of  record  by  Trace to  Scotia  Bank  (and  its  potential
transferees)   following   Bankruptcy  Court  approval  of  the  Stipulation  of
Settlement  in a manner  that does not  constitute  a "change  in  control",  as
defined in instruments  governing  certain  outstanding  indebtedness  issued by
Foamex  L.P.  and  Foamex  Carpet   Cushion,   Inc.,   subsidiaries  of  Foamex.
Accordingly, Foamex and Scotia Bank hereby agree as follows:

     1. The Share Exchange. On the terms and subject to the conditions set forth
herein,  at the  Closing  (as defined  below),  (a) Scotia Bank shall  transfer,
assign and  deliver to Foamex a  certificate  representing  1,500,000  shares of
Common Stock (the  "Exchanged  Shares"),  together with stock powers endorsed in
blank,  and (b) Foamex shall  issue,  in exchange for the  Exchanged  Shares,  a
certificate  registered in the name of Scotia Bank representing 15,000 shares of
Series B Preferred  Stock,  par value  $1.00 per share (the  "Series B Preferred
Stock"),  of Foamex.  The Series B Preferred Stock shall have the rights,  terms
and preferences as set forth in the form of Certificate of Designations attached
hereto as Exhibit "B" (the  "Certificate").  The exchange  contemplated  by this
paragraph 1 is referred to herein as the "Share Exchange").

<PAGE>

     2. Closing.  The closing of the Share Exchange (the  "Closing")  shall take
place within two  business  days  following  the  satisfaction  or waiver of the
conditions  set  forth in  paragraph  5 below  at the  offices  of Paul,  Weiss,
Rifkind, Wharton & Garrison, 1285 Avenue of the Americas, New York, NY 10019.

     3. Foamex Representations and Warranties. Foamex represents and warrants to
Scotia Bank as follows:

     (a)  Organization  and  Good  Standing.  Each of  Foamex  and its  material
subsidiaries is a corporation or other entity duly organized,  validly  existing
and in good standing under the laws of the jurisdiction of its  incorporation or
organization  and has all requisite  corporate power and authority to own, lease
and operate its properties and to carry on its business as now being  conducted.
Each of Foamex and its material  subsidiaries  is duly qualified or licensed and
in good standing to do business in each  jurisdiction  in which the character of
the  property  owned,  leased or  operated  by it or the nature of the  business
conducted by it makes such  qualification or licensing  necessary,  except where
the failure to be so duly  qualified or licensed and in good standing  would not
have a material adverse effect on the business,  assets, condition (financial or
otherwise) or the results of operations of Foamex and its material subsidiaries,
taken as a whole.

     (b) Authorization;  Binding Agreement.  Foamex has all requisite  corporate
power and authority to execute and deliver this  Agreement and to consummate the
transactions  contemplated  hereby.  This  Agreement  has been duly and  validly
executed and delivered by Foamex and  constitutes  the legal,  valid and binding
agreement of Foamex  enforceable  against  Foamex in accordance  with its terms,
except to the extent that  enforceability  thereof may be limited by  applicable
bankruptcy,  insolvency,  reorganization  or other  similar laws  affecting  the
enforcement of creditors' rights generally and by principles of equity regarding
the availability of remedies.

     (c) Filings;  Consents.  Except for (i) the filing of the Certificate  with
the Secretary of State of Delaware, (ii) obtaining an appropriate  determination
from the Administrative Agents under each of (A) the Second Amended and Restated
Foamex International  Guaranty,  dated as of February 27, 1998, as amended, made
by Foamex in favor of Citicorp  USA,  Inc.,  as  Collateral  Agent,  and (B) the
Foamex International  Guaranty,  dated as of February 27, 1998, as amended, made
by Foamex in favor of Citicorp USA, Inc., as intercreditor  collateral agent, in
each  case  with  respect  to  the  amendment  to  the  Foamex   Certificate  of
Incorporation   upon  the   filing  of  the   Certificate   (collectively,   the
"Determinations"),  and (iii) any  necessary  filings  with the  Securities  and
Exchange  Commission  to report the Share  Exchange,  Foamex is not  required to
obtain  any  consent,   authorization  or  order  of,  or  make  any  filing  or
registration with, any court or governmental agency or other party in connection
with the execution and delivery by Foamex of this Agreement and the  performance
by it of the  transactions  contemplated  hereby.  The execution and delivery of
this  Agreement  by  Foamex  and  the  performance  by  it of  the  transactions
contemplated  hereby do not and will not  conflict  with or violate any statute,
ordinance, rule or regulation applicable to Foamex, or any writ or injunction to
which Foamex is a party or by which Foamex or its properties  are bound,  and do
not and will not breach,  conflict with or violate, or cause an event of default
under, any Credit Documents listed on Schedule I to the opinion of counsel dated
as of the date of this Agreement, provided to Citicorp USA, Inc. and Scotia Bank
as Administrative  Agents under each of the Foamex L.P. Credit Agreement and the
Foamex Carpet Credit Agreement (as each such term is defined in the Certificate)
("Schedule  I"). The Common Stock  Transfer (as defined in paragraph 6(c) below)
does not and will not breach,  conflict  with or  violate,  or cause an event of
default under,  any Credit  Documents listed on Schedule I. A copy of Schedule I
is attached hereto.

     (d) Preferred  Stock.  The shares of Series B Preferred  Stock to be issued
hereunder to Scotia Bank shall be duly  authorized,  validly issued,  fully paid
and non-assessable and will not be subject to any preemptive or similar rights.

     (e)  Capitalization.  On the date of this  Agreement,  there are 25,059,994
shares of Common Stock issued and  outstanding.  On the date of this  Agreement,
Foamex has no other shares of capital stock issued and outstanding.

     4. Scotia Bank  Representations and Warranties.  Scotia Bank represents and
warrants to Foamex as follows:

     (a)  Filings;  Consents.  Except for the  approval  of the  Stipulation  of
Settlement by the Bankruptcy Court and any necessary filings with the Securities
and  Exchange  Commission  to report  the Share  Exchange  or the  Common  Stock
Transfer (as defined below),  Scotia Bank is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental agency or other party in connection with the execution and delivery
by Scotia Bank of this Agreement and the  performance by it of the  transactions
contemplated  hereby.  The  execution  and  delivery  by  Scotia  Bank  and  the
performance by it of the transactions  contemplated hereby does not and will not
conflict with or violate any statute,  ordinance,  rule or regulation applicable
to Scotia Bank,  or any writ or injunction to which Scotia Bank is a party or by
which  Scotia  Bank or its  properties  are  bound,  and  does  not and will not
conflict  with,  or cause an event of default  under,  any material  contract to
which Scotia Bank is a party.

     (b)  Exchange.  Upon  approval  of the  Stipulation  of  Settlement  by the
Bankruptcy  Court,  Scotia Bank will have full power and  authority to cause the
Trustee to deliver the  Exchanged  Shares to Foamex at the Closing.  Foamex will
acquire good and  marketable  title  thereto,  free and clear of any  mortgages,
liens,  charges,  restrictions,  security  interests,  adverse claims,  pledges,
encumbrances  or  demands  whatsoever,  all to the  extent  created by or at the
direction of Scotia Bank.

     (c)  Investment  Intent.  The  shares  of  Series B  Preferred  Stock to be
acquired by Scotia Bank pursuant to this  Agreement will be acquired for its own
account and with no intention of  distributing  or reselling such  securities or
the Common Stock issuable upon conversion  thereof in any transaction that would
be in violation of the securities  laws of the United States of America,  or any
state,  without  prejudice,  however,  to its  right  at all  times  to  sell or
otherwise  dispose  of all  or any  part  of  such  shares  under  an  effective
registration  statement  under  the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), or under an exemption from such registration  available under
the Securities Act. If Scotia Bank should in the future decide to dispose of any
of the shares of Series B  Preferred  Stock or any Common  Stock into which such
shares may be converted,  Scotia Bank  understands  and agrees that it may do so
only in compliance with the Securities Act and applicable state securities laws,
as then in  effect.  It agrees  to the  imprinting  of a legend on  certificates
representing  all of the shares of Series B Preferred  Stock or any Common Stock
into which such shares may be converted to the following effect: "THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE
DISPOSED OF EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH
ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE  EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS."

     5. Conditions to  Obligations.  The obligation of Foamex and Scotia Bank to
consummate the Share Exchange shall be subject to the fulfillment at or prior to
the  Closing,  of the  following  conditions,  any of which may be waived by the
mutual agreement of Foamex and Scotia Bank:

     (a) Each of the  representations  and warranties  contained in paragraphs 3
and 4 hereof shall be true and correct in all  material  respects as of the date
of the Closing,  and Scotia Bank and Foamex shall have  complied in all material
respects with the covenants contained in paragraphs 6 and 7 hereof to the extent
such covenants are to be performed prior to Closing.

     (b) The Certificate  shall have been duly filed with the Secretary of State
of Delaware.

     (c) Foamex shall have received the Determinations.

     (d) The Bankruptcy  Court shall have approved the Stipulation of Settlement
by entry of an order in all material respects  satisfactory to Foamex and Scotia
Bank, which order (i) shall not have been stayed,  modified or reversed and (ii)
shall have become a final, non-appealable order.

     (e) No action,  suit or other proceeding shall be pending before any court,
governmental or regulatory official,  body or authority in which it is sought to
restrain or prohibit the transactions  contemplated  hereby,  and no injunction,
judgment, order, decree or ruling with respect thereto shall be in effect.

     (f)  Counsel to Foamex  shall  have  delivered  an  opinion to Scotia  Bank
substantially in the form of Exhibit "C" hereto.

     (g) The Closing shall occur on or before October 31, 2000.

     6. Covenants of Foamex.

     (a) Foamex  covenants that it at all times will reserve and keep available,
free from preemptive rights, out of the aggregate of its authorized but unissued
shares  of  Common  Stock or its  issued  shares  of  Common  Stock  held in its
treasury,  or both,  for the  purpose of  effecting  conversion  of the Series B
Preferred  Stock, up to 1,500,000  shares of Common Stock  deliverable  upon the
conversion of all outstanding shares of Series B Preferred Stock not theretofore
converted.  Foamex  covenants  that any  shares  of  Common  Stock  issued  upon
conversion of the Series B Preferred Stock shall be validly  issued,  fully paid
and non-assessable.

     (b) If Foamex  adopts a  stockholder  rights plan,  such plan shall provide
that the  shares  of  Common  Stock to be held by the  Trustee  or  Scotia  Bank
immediately  following the Share  Exchange  shall be  "grandfathered"  under the
terms of such plan, so as not to trigger the exercisability of any rights issued
thereunder  solely as a result of a person or entity  acquiring such shares from
the Trustee,  Scotia Bank or their  respective  transferees;  provided  that any
additional  shares of Common Stock  acquired by a holder who  beneficially  owns
such initial amount shall trigger such exercisability.

     (c) After the  Closing,  Foamex  shall  cooperate  in the  transfer  of the
5,697,426  shares of Common Stock by the Trustee to Scotia Bank  contemplated by
Section 4 of the Stipulation of Settlement (the "Common Stock Transfer").

     7. Covenant of Scotia Bank.  Prior to  consummation  of the Share Exchange,
Scotia Bank shall not take title to, or otherwise become the beneficial owner of
any shares of Common  Stock,  whether  acquired  from the Trustee or  otherwise,
except in an amount up to 53,000  shares of Common Stock owned by Scotia Bank as
of the date of this Agreement.

     8. Miscellaneous.

     (a) This Agreement  contains the entire agreement  between the parties with
respect to the  subject  matter  hereof  and  supersedes  all prior  agreements,
written or oral, with respect thereto.

     (b) No delay on the part of any party in  exercising  any  right,  power or
privilege  hereunder shall operate as a waiver thereof,  nor shall any waiver on
the part of any party of any right, power or privilege hereunder, nor any single
or partial  exercise of any right,  power or  privilege  hereunder  preclude any
other or further exercise  thereof or the exercise of any other right,  power or
privilege hereunder.

     (c) This Agreement  shall be governed and construed in accordance  with the
internal laws of the State of New York.

     (d) This Agreement may be executed in counterparts,  each of which shall be
deemed an original but both of which together shall  constitute one and the same
instrument.

     (e) All  representations,  warranties  and  covenants of the parties  shall
survive the Closing.

     If Scotia Bank agrees to the foregoing,  please sign as indicated below and
return a copy to the undersigned.

                              FOAMEX INTERNATIONAL INC.


                              By: /s/ John G. Johnson, Jr.
                                  --------------------------
                              Name:  John G. Johnson, Jr.
                              Title: President and Chief Executive
                                     Officer


Agreed to:

THE BANK OF NOVA SCOTIA


By:  /s/ D.N. Gillespie
     ----------------------
Name:  D.N. Gillespie
Title: Managing Director


                                                                     Exhibit B
                                                   to Share Exchange Agreement


                                      FORM

                                       of

                           CERTIFICATE OF DESIGNATIONS

                                       of

                            SERIES B PREFERRED STOCK

                                       of

                            FOAMEX INTERNATIONAL INC.

                         (Pursuant to Section 151 of the
                             Delaware General Corporation Law)


                                  -----------------------

            Foamex  International  Inc., a  corporation  organized  and existing
under the General Corporation Law of the State of Delaware (the  "Corporation"),
hereby  certifies  that the  following  resolution  was  adopted by the Board of
Directors of the  Corporation  (the "Board of Directors") as required by Section
151 of the General Corporation Law at a meeting duly called and held on June 30,
2000:

            RESOLVED,  that pursuant to the  authority  granted to and vested in
the  Board of  Directors  in  accordance  with the  provisions  of the  Restated
Certificate of Incorporation  of the Corporation  (the "Charter"),  the Board of
Directors hereby creates a series of Preferred Stock, par value $1.00 per share,
of the Corporation,  and hereby states the designation and number of shares, and
fixes the relative rights, preferences,  and limitations thereof (in addition to
the  provisions  set forth in the Charter which are  applicable to the Preferred
Stock of all classes and series) as follows:

            Section 1.  Designation and Amount.  The shares of such series shall
be designated as "Series B Preferred Stock" (the "Series B Preferred Stock") and
the number of shares constituting the Series B Preferred Stock shall be 15,000.

            Section 2. Rank. The shares of Series B Preferred  Stock shall rank,
with respect to the payment of dividends  and the  distribution  of assets,  (i)
senior to (x) the Series A Preferred Stock, par value $1.00 per share, hereafter
created in connection with a Shareholders Rights Plan providing for the issuance
of such Series A Preferred Stock under certain  circumstances  and (y) any other
class of Preferred Stock hereafter created, and (ii) senior to the Common Stock,
par  value  $.01  per  share,  of the  Corporation  (the  "Common  Stock").  The
securities  described  in clauses (i) and (ii) are referred to herein as "Junior
Stock".

            Section 3.  Dividends and Distributions.

            (a) The holders of shares of Series B Preferred Stock, in preference
to the holders of Common Stock, and of any other Junior Stock, shall be entitled
to receive,  when and as declared  by the Board of  Directors,  out of any funds
legally  available  for the  purpose,  cash  dividends  in an  amount  per share
(rounded to the nearest  cent),  subject to the  provisions  for  adjustment set
forth in  Section 7, equal to 100 times the  aggregate  per share  amount of all
cash  dividends,  and 100 times the aggregate per share amount (payable in kind)
of all  non-cash  dividends  or other  distributions,  other than a dividend  or
distribution  payable  in  shares  of  Common  Stock  or a  subdivision  of  the
outstanding shares of Common Stock (by reclassification or otherwise),  declared
on the Common Stock.

            (b) The Corporation  shall declare a dividend or distribution on the
shares of Series B Preferred  Stock as provided in paragraph (a) of this Section
3  immediately  after it declares such  dividend or  distribution  on the Common
Stock (other than a dividend or distribution  payable in shares of Common Stock)
and shall pay such dividend or  distribution on the shares of Series B Preferred
Stock immediately before paying any dividend or distribution on the Common Stock
(other than a dividend or distribution payable in shares of Common Stock).

            (c)  The  Board  of  Directors   may  fix  a  record  date  for  the
determination  of  holders of shares of Series B  Preferred  Stock  entitled  to
receive payment of a dividend or  distribution  declared  thereon,  which record
date  shall be not more than 60 days  prior to the date  fixed  for the  payment
thereof and in the case of  dividends  and  distributions  declared  pursuant to
paragraph  (b) of this  Section 3, shall be the same date as the record date for
the  determination  of holders of Common Stock entitled to receive  payment of a
dividend or distribution  triggering declaration of the dividend or distribution
declared pursuant to paragraph (b) of this Section 3.

            (d) Dividends  paid on the shares of Series B Preferred  Stock in an
amount less than the total amount of such  dividends at the time payable on such
shares  shall be  allocated  pro rata on a share by share  basis  among all such
shares at the time outstanding.

            Section  4.  Liquidation,   Dissolution  or  Winding  Up.  Upon  any
liquidation,  dissolution  or winding  up of the  Corporation  (which  shall not
include any transaction  covered by Section 5), no distribution shall be made to
the holders of any Junior Stock  (either as to  dividends  or upon  liquidation,
dissolution  or winding  up)  unless,  prior  thereto,  the holders of shares of
Series B Preferred Stock shall have received an amount per share, subject to the
provisions for adjustment set forth in Section 7, equal to $100,  plus an amount
equal to accrued and unpaid dividends and distributions thereon,  whether or not
declared, to the date of such payment;  provided,  that the holders of shares of
Series B Preferred  Stock shall be entitled to receive an  aggregate  amount per
share,  subject to the provision for adjustment  hereinafter set forth, equal to
100 times the aggregate  amount to be distributed per share to holders of shares
of Common Stock.

            Section 5. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination, exchange or other transaction
in which the  Common  Stock is  exchanged  for or changed  into  other  stock or
securities,  cash and/or any other property, then in any such case the shares of
Series B  Preferred  Stock  shall at the same  time be  similarly  exchanged  or
changed in an amount per share,  subject to the  provisions  for  adjustment set
forth  in  Section  7,  equal  to 100  times  the  aggregate  amount  of  stock,
securities,  cash and/or any other property  (payable in kind),  as the case may
be, into which or for which each share of Common Stock is changed or exchanged.

            Section 6.  Conversion.

            (a) Any holder of shares of Series B Preferred  Stock shall have the
right,  at its option,  at any time, to convert,  for no further  consideration,
subject to the  provisions for adjustment set forth in Section 7 and the proviso
set forth below,  any or all of such holder's shares of Series B Preferred Stock
into such number of fully paid and  non-assessable  shares of Common Stock as is
equal to the  product  of (x) the number of shares of Series B  Preferred  Stock
being so converted  multiplied by (y) 100;  provided that, until the termination
of (a) the Credit Agreement,  dated as of June 12, 1997, as amended and restated
as of February 27, 1998, as further amended and restated as of June 29, 1999, as
amended or as may be amended,  among Foamex L.P.,  FMXI, Inc., the lenders named
therein, the issuing banks named therein, and Citicorp USA, Inc. and The Bank of
Nova Scotia, as administrative agents (the "Foamex L.P. Credit Agreement"),  (b)
the Credit  Agreement,  dated as of February 27,  1998,  as amended or as may be
amended,  among Foamex Carpet  Cushion,  Inc.,  the lenders named  therein,  the
issuing banks named therein, and Citicorp USA, Inc. and The Bank of Nova Scotia,
as  administrative  agents  (the  "Foamex  Carpet  Credit  Agreement"),  (c) the
Indenture,  dated as of June 12, 1997, as supplemented from time to time, by and
among Foamex L.P., Foamex Capital  Corporation,  General Felt Industries,  Inc.,
Foamex  Fibers,  Inc.  and The Bank of New York,  as  trustee  (the  "June  1997
Indenture")  and  (d)  the  Indenture,   dated  as  of  December  23,  1997,  as
supplemented  from  time to time,  by and  among  Foamex  L.P.,  Foamex  Capital
Corporation,  General Felt Industries,  Inc.,  Foamex Fibers,  Inc., Foamex LLC,
Crain  Holdings  Corp.  and the Bank of New York, as trustee (the "December 1997
Indenture"  and,  together  with the Foamex L.P.  Credit  Agreement,  the Foamex
Carpet Credit Agreement and the June 1997 Indenture,  the "Credit Agreements and
Indentures")  or until  amendments  to the  Credit  Agreements  and  Indentures,
including  amendments to Section  11.01(m) of the Foamex L.P. Credit  Agreement,
Section 11.01(l) of the Foamex Carpet Credit Agreement, Section 4.15 of the June
1997 Indenture,  and Section 4.15 of the December 1997 Indenture,  eliminate the
consequences on a "change in control",  such conversion  would not result in any
holder of shares of Series B Preferred  Stock  becoming,  after giving effect to
such  conversion,  the Beneficial Owner (as defined below) of 25% or more of the
Voting  Stock  (as  defined  below) of the  Corporation.  For  purposes  of this
Certificate of Designations, "Voting Stock" and "Beneficial Owner" each have the
meaning  set forth in the Foamex L.P.  Credit  Agreement  and the Foamex  Carpet
Credit Agreement.

            (b)  Notwithstanding  any  limitation  contained in paragraph (a) of
this  Section  6, in the  event of any  offer or  series  of  related  offers to
purchase or exchange any shares of Common Stock, the consummation of which would
result in an  aggregate  of 25% or more of the then  outstanding  Common  Shares
being  purchased or  exchanged,  which offer or series of related  offers do not
include an offer for the Series B Preferred  Stock that is at least,  per share,
equal to 100 times the consideration per share offered for the Common Stock, any
holder of the Series B  Preferred  Stock  shall have the right,  at its  option,
beginning  not less than five  business  days  prior to the  publicly  announced
expiration of such offer, to convert, for no further  consideration,  subject to
the  provisions  for  adjustment  set  forth  in  Section  7, any or all of such
holder's  shares of Series B Preferred  Stock into such number of fully paid and
non-assessable  shares of  Common  Stock as is equal to the  product  of (X) the
number of shares of Series B Preferred  Stock being so converted  multiplied  by
(Y) 100.

            (c) The issuance by the Corporation of shares of Common Stock upon a
conversion  of Series B  Preferred  Stock into  shares of Common  Stock shall be
effective as of the surrender of the certificate or certificates  for the Series
B Preferred Stock (or depositary  receipts issued pursuant to Section 11 hereof)
to be converted,  duly assigned or endorsed for transfer to the  Corporation (or
accompanied by duly executed stock powers  relating  thereto).  On and after the
effectiveness  of  conversion,  the person or persons  entitled  to receive  the
Common Stock issuable upon such conversion  shall be treated for all purposes as
the record  holder or holders of such shares of Common Stock  whether or not the
Corporation has complied with the provisions hereof.

            Section 7.  Effect of Common  Stock  Splits,  etc.  In the event the
Corporation  shall at any time  declare or pay any  dividend on the Common Stock
payable in shares of Common Stock,  or effect a subdivision  or  combination  or
consolidation of the outstanding shares of Common Stock (by  reclassification or
otherwise  than by  payment  of a  dividend  in shares of Common  Stock)  into a
greater or lesser number of shares of Common  Stock,  then in each such case the
amount to which  holders of shares of Series B  Preferred  Stock  were  entitled
immediately prior to such event under Sections 3, 4, 5 or 6 shall be adjusted by
multiplying each such amount by a fraction, the numerator of which is the number
of shares of Common  Stock  outstanding  immediately  after  such  event and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

          Section 8.  Redemption.  The shares of Series B Preferred  Stock shall
not be redeemable.

            Section 9.  Voting  Rights.  Holders of shares of Series B Preferred
Stock  shall not be  entitled  or  permitted  to vote on any matter  required or
permitted to be voted upon by the  stockholders  of the  Corporation,  except as
otherwise  required  under  Delaware  law.  Except  as set forth  herein,  or as
otherwise  provided  by  Delaware  law,  holders of shares of Series B Preferred
Stock  shall  have no  special  voting  rights  and their  consent  shall not be
required for taking any corporate action.

            Section   10.   Certain   Restrictions.    Whenever   dividends   or
distributions  payable on the shares of Series B Preferred  Stock as provided in
Section 3 are in arrears,  thereafter and until all accrued and unpaid dividends
and  distributions,  whether or not  declared,  on shares of Series B  Preferred
Stock outstanding shall have been paid in full, the Corporation shall not:

          (i) declare or pay dividends on, make any other  distributions  on, or
redeem or purchase or otherwise acquire for consideration any Junior Stock; or

          (ii)  redeem,  purchase or  otherwise  acquire for  consideration  any
shares of Series B Preferred  Stock,  except in accordance with a purchase offer
made in writing or by  publication  (as determined by the Board of Directors) to
all  holders  of  shares  of the  Corporation  upon  such  terms as the Board of
Directors,  after  consideration of the respective annual dividend rates and the
relative  rights and  preferences  of the respective  series and classes,  shall
determine in good faith will result in fair and  equitable  treatment  among the
respective series or classes.

            Section 11. Fractional  Shares.  The Corporation may issue fractions
and certificates representing fractions of shares of Series B Preferred Stock in
integral multiples of 1/100th of a share of Series B Preferred Stock, or in lieu
thereof,  at the  election  of the Board of  Directors  at the time of the first
issue of any shares of Series B Preferred  Stock,  evidence  such  fractions  by
depositary   receipts,   pursuant  to  an  appropriate   agreement  between  the
Corporation and a depository  selected by it; provided that such agreement shall
provide  that the  holders of such  depositary  receipts  shall have all rights,
privileges and preferences to which they would be entitled as beneficial  owners
of shares of Series B Preferred  Stock. In the event that  fractional  shares of
Series B Preferred  Stock are issued,  the  holders  thereof  shall have all the
rights  provided herein of holders of full shares of Series B Preferred Stock in
the proportion which such fraction bears to a full share.

            Section  12.  Reacquired  Shares.  Any shares of Series B  Preferred
Stock  purchased  or  otherwise  acquired  by  the  Corporation  in  any  manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares shall upon their  cancellation  become  authorized  but unissued
shares of Preferred Stock subject to the conditions and restrictions on issuance
set  forth  herein,  in  the  Certificate  of  Incorporation,  or in  any  other
Certificate of Designations  creating a series of Preferred Stock or any similar
stock or as otherwise required by law.

            Section 13. Reservation.  The Corporation shall at all times reserve
and keep available out of its  authorized  and unissued  shares of Common Stock,
solely for issuance upon the  conversion of the Series B Preferred  Stock,  free
from any preemptive  rights or other obligations such number of shares of Common
Stock as shall from time to time be issuable  upon the  conversion of all of the
Series B Preferred Stock outstanding.

            Section 14.  Amendment.  The  Certificate  of  Incorporation  of the
Corporation  shall not be amended in any manner which would  materially alter or
change the powers, preferences or special rights of the Series B Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding  shares of Series B Preferred Stock,  voting
together as a single class.


            IN WITNESS WHEREOF,  this Certificate of Designations is executed on
behalf of the Corporation by its [Title] and attested by its Secretary this ____
day of ___, 2000.

                              FOAMEX INTERNATIONAL INC.


                              By: ________________________________
                                    Name:
                                    Title:

ATTEST:


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Name:
Title: