<PAGE>   1
                                                               Exhibit 10.7



                                    SHAWNEE,

                                     KANSAS

                                      LABOR

                                    AGREEMENT

                                 April 23, 1999

                                       to

                                 April 22, 2002

SKLA PAGE 1-1999
<PAGE>   2


<TABLE>
<CAPTION>
                                      INDEX

Article           Item                                                  PAGE NUMBER
                                                                        -----------
<S>     <C>                                                            <C>
I        RECOGNITION AND UNION SECURITY.......................................03
II       DISCIPLINARY PROCEDURE...............................................05
III      GRIEVANCE PROCEDURE AND ARBITRATION..................................06
IV       HOURS OF WORK AND PREMIUM PAY........................................11
V        NO STRIKE - NO LOCKOUT...............................................15
VI       MANAGEMENT RIGHTS CLAUSE.............................................16
VII      SENIORITY--LAYOFF AND RECALL.........................................16
VIII     WAGES................................................................26
IX       INCENTIVE COMPENSATION PLAN..........................................28
X        HOLIDAYS.............................................................33
XI       PAID VACATIONS.......................................................36
XII      U.I.U PENSION TRUST..................................................39
XIII     UNITED STEELWORKERS OF AMERICA HEALTH AND WELFARE FUND...............42
XIV      JURY SERVICE.........................................................48
XV       BEREAVEMENT PAY......................................................48
XVI      BULLETIN BOARDS......................................................48
XVII     MILITARY CLAUSE......................................................49
XVIII    CONTROLLING AGREEMENT................................................50
XIX      TRAINING PERIOD......................................................50
XX       PAY DURING TREATMENT OF WORK-CONNECTED INJURIES......................51
XXI      EQUAL EMPLOYMENT OPPORTUNITY.........................................52
XXII     SAVING CLAUSE........................................................53
XXIII    EMPLOYEE BIRTHDAY PAY................................................53
XXIV     DURATION AND TERMINATION.............................................54
XXV      MISCELLANEOUS........................................................55
XXVI     SEVERANCE AND PLANT CLOSINGS.........................................55

SIGNATURES....................................................................56
APPENDIX A....................................................................57
APPENDIX B....................................................................58
APPENDIX C....................................................................59
APPENDIX D....................................................................62
APPENDIX E....................................................................66
APPENDIX F....................................................................72
</TABLE>

SKLA PAGE 2-1999
<PAGE>   3


                         SHAWNEE, KANSAS LABOR AGREEMENT

         THIS AGREEMENT, entered into this 23rd day of April 1999, by and
between SIMMONS COMPANY, a Delaware corporation, for and on behalf of its plant
at Shawnee, Kansas, hereinafter referred to as the COMPANY.

                                       and

         THE UNITED STEEL WORKERS OF AMERICA, A.F.L., C.I.O., C.L.C., on behalf
of its members in Local Union 173. in the Shawnee, Kansas Plant of the Company
hereinafter referred to as the UNION.

                                   WITNESSETH

         NOW, THEREFORE, in consideration of the promises and of mutual
covenants and AGREEMENTS of the parties hereinafter set forth, the parties do
hereby agree as follows:

                                    ARTICLE I
                                    ---------
                         RECOGNITION AND UNION SECURITY

         1.01 The UNION and the COMPANY shall cooperate to promote the welfare
of the COMPANY and efficiency of its factory operations. It is also the
intention of the parties to provide an orderly procedure between the EMPLOYER
and the UNION and, therefore, all AGREEMENTs or understandings concerning hours,
wages and working conditions between the EMPLOYER and the employees covered by
this contract are to be made by the EMPLOYER with the UNION as the
representative of said employees. No individual employee or group of employees,
nor member of the COMPANY shall have the authority to abridge or modify this
AGREEMENT in any manner.

         1.02 RECOGNITION. The COMPANY hereby recognizes the UNION as the sole
and exclusive collective bargaining agent for all the COMPANY'S employees
employed by it in


SKLA PAGE 3-1999
<PAGE>   4

connection with all its operations in the Shawnee, Kansas plant covered by this
Shawnee Labor Agreement, (SKLA) excluding executives, sales employees, office
employees, timekeepers, supervisors, and mechanics.

         1.03     UNION SECURITY.

                  (a)   The COMPANY agrees that as a condition of employment all
                        employees in the bargaining unit shall become members of
                        the UNION after the thirtieth day of their employment or
                        thirty (30) days after the execution date of this
                        AGREEMENT, whichever is the later. All employees who
                        become members of the UNION shall remain members of the
                        UNION in good standing by proper tender of dues and
                        initiation fees during the term of this AGREEMENT.

                  (b)   The UNION agrees to accept into membership and make
                        membership available to all employees upon the same
                        terms and conditions generally applicable to other
                        members without discrimination.

                  (c)   Upon demand by the UNION that an employee be
                        discharged because he is delinquent in the payment of
                        his regular dues or initiation fee, the COMPANY shall
                        promptly notify the employee that his discharge has
                        been demanded and the employee shall have a
                        reasonable time as determined by the UNION in which
                        to rectify the matter before the discharge is placed
                        in effect. If the discharge of an employee is
                        effected by the request of the UNION pursuant to
                        paragraphs a, b, and c of this section, the UNION
                        agrees to indemnify the COMPANY from any final
                        determination of liability for this action if, prior
                        to the discharge, the COMPANY sends an Overnight
                        letter to the Director of Upholstery Industries
                        Division notifying him of the requested discharge.
                        Failure of the International President to respond by
                        Overnight mail within five (5) days will be deemed
                        concurrence with the local UNION request.


SKLA PAGE 4-1999

<PAGE>   5


                  (d)   The COMPANY shall have the exclusive right to hire and
                        shall be the sole judge of the requirements and
                        qualifications of each applicant until the completion of
                        the probationary period.

                  (e)   The provisions of this section shall be applicable only
                        to the extent permitted by applicable state and federal
                        legislation.

                  (f)   No UNION member shall be compelled to train employees
                        of a non-UNION shop.

         1.04 CHECK-OFF. Upon written individual voluntary authorization by each
employee and subject to the requirements of any applicable local, state or
federal law, membership dues and initiation fees of the UNION as authorized and
approved by the United Steelworkers of American Union Executive Board due and
unpaid shall be deducted weekly from the wages of all employees covered by this
AGREEMENT and remitted by the COMPANY each and every month to the International
Secretary-Treasurer. This article or any section thereof shall not be operative
where prohibited by state law.

         The UNION agrees that it will indemnify and save the COMPANY harmless
from any and all liability, claim, responsibility, damage, or suit which may
arise out of any action taken by the COMPANY in accordance with the terms of
this Article or in reliance upon the authorization mentioned herein.

                                   ARTICLE II
                                   ----------
                             DISCIPLINARY PROCEDURE
                             ----------------------

         2.01 In the event that disciplinary action involving loss of wages
(suspension and/or discharge) is taken against any employee, the employee
involved must be given an interview concerning such disciplinary action, in
which he must be represented by a Shop Steward or an officer of the UNION.

SKLA PAGE 5-1999

<PAGE>   6


                  The UNION representative will be informed prior to the
disciplinary action being taken and must be given an opportunity (not to exceed
fifteen (15) minutes) to discuss the case with the affected employee and to
participate in the interview with the COMPANY concerning the matter. The
interview may be of very short duration and shall not be construed as part of
the GRIEVANCE PROCEDURE, as described in Article III of this AGREEMENT, inasmuch
as the primary function of the interview is to make certain that a UNION
representative is aware of the discipline and that the employee knows precisely
what he or she is disciplined for.

                  In cases of physical altercation or where the employee is not
on COMPANY premises at the time of the disciplinary action, the interview will
be dispensed with.

                  A discharged employee shall be entitled to a hearing before
the COMPANY AND THE UNION GRIEVANCE COMMITTEE at 10 a.m. on the day following
his discharge, provided the employee is notified of the hearing and is
physically able to attend, at which time the merits of the case will be
discussed between the UNION and the COMPANY.

                   In the event an employee is unable to attend or the UNION is
unable to find such employee, the hearing may be held in abeyance for a period
of one (1) week. If the hearing is delayed because of unavailability of the
employee, the Company is not liable for any wages during such period.

         2.02 No employee acting in the capacity of a UNION OFFICER or UNION
REPRESENTATIVE shall be disciplined for carrying out in good faith his duties
under the provisions of this AGREEMENT or as permitted by applicable law.

         2.03 Once an individual is reprimanded and the offense is not committed
again for a period of 12 months, the employee shall be considered to have
corrected himself. This shall not include such serious offenses as no-strike
clause violations, insubordination, stealing, cheating, physical assault,
damaging COMPANY property and poor quality.

SKLA PAGE 6-1999

<PAGE>   7



                                   ARTICLE III
                                   -----------
                       GRIEVANCE AND ARBITRATION PROCEDURE
                       -----------------------------------

         3.01 -   GRIEVANCE PROCEDURE

                  A.    It is the intent of the parties to this Agreement that
                        the grievance procedure hereby established shall serve
                        as a means for the prompt disposition and amicable
                        settlement of such grievances as may arise between the
                        Company and its employees or the Company and the Union.

                        A grievance is defined as any dispute (excluding
                        discharges for those employees in probationary period)
                        between the Company and employee(s) or between the
                        Company and the Union over the application,
                        interpretation, or alleged violation of an express
                        provision of this Agreement, where applicable.

                  B.    Should any grievance arise between the Company and any
                        of the Company's employees involving a work assignment,
                        the employee involved shall continue to perform the
                        assignment in question while the grievance is being
                        processed unless it will endanger his life, limb, or
                        safety, or that of other employees or where the contract
                        expressly disavows cessation of such assignment.

                  C.    The aggrieved employee may discuss the matter with
                        the employee's immediate supervisor and union
                        representative if requested. Any resolution by the
                        supervisor or steward shall not act as a precedent in
                        future cases.

                  D.    UNION/MANAGEMENT MEETINGS - METHOD OF PAYMENT
                        Union officials will be paid at their previous quarter's
                        average hourly rate, as computed in Section 8.05, for
                        conference with the management requested by the

SKLA PAGE 7-1999

<PAGE>   8


                           Company. The Union official(s) and management
                           representative(s) must sign off on daily time sheet
                           in order for such payment to occur. Time so spent on
                           Union Business shall not be counted as hours worked
                           for any bonus or incentive calculation purposes.

                  E.       Time spent in conference with the Company requested
                           by the Union such as grievances and arbitrations,
                           negotiations, or subsequent hearing before Federal or
                           Governmental Agencies pertaining to such contract
                           shall be compensated for by the Union. Time so spent
                           on Union Business shall not be counted as hours
                           worked for any bonus or incentive calculation
                           purposes.

         3.02 - GRIEVANCES - STEP 1

                  If the grievance is not settled in verbal discussion described
in Section 1 (C) above, the grievance shall be reduced to writing on forms to be
made available for such purpose, with each form signed and dated by the
aggrieved employee and/or his designated Union Representative. The designated
Union Representative shall present the grievance form to the supervisor within
five (5) working days from the date of the occurrence or knowledge of
occurrence. The grievance shall specify the incident involved, the facts or
alleged facts relied upon to support the contention of the employee, the section
of this Agreement relied upon, where applicable, the interpretation requested by
the grievant; and shall show on its face the date of the incident. The
supervisor has (2) work days to answer.

         3.03 -  GRIEVANCES - STEP 2

                  A grievance not settled at Step 1 shall be presented to the
Operations Manager and/or the Human Resource Manager within three (3) work days
from the Step 1 answer. The Operations Manager and/or Human Resource Manager
within two days shall meet and discuss the matter with

SKLA PAGE 8-1999

<PAGE>   9

the employee and a union representative. The Operations Manager and/or Human
Resource Manager shall then have three (3) work days to answer.

         3.04 -  GRIEVANCES - STEP 3

                  If a settlement is not obtained in Step 2, the grievance shall
be referred to the Company's Vice President-Human Resources, or his designated
representative as Step 3 by the local union representative within five (5)
working days from the date of the reply under Step 2. The International
Representative of the Union shall meet with the Company's Vice President-Human
Resources or the representative he designates, within a reasonable time (not to
exceed thirty (30) calendar days). A written answer by the Company to the
grievance considered at such meeting shall be given to the International
Representative of the Union within five (5) working days after such meeting.

                  If an employee is needed as witness in the process of Step 1
or 2 by the Union, it is understood that any pay lost by the witness or others
resulting from his/her absence from work will be reimbursed by the Union.

         3.05 - Failure on the part of either party to respond to any step
within the grievance procedure within the time limits established by this
article will resolve the grievance against the party failing to respond.
Resolution by default, however, shall not establish a precedent for similar
grievances. Time limits may be extended by mutual written agreement. Whenever
time limits are set out in this Article, they shall be work days exclusive of
Saturdays, Sundays, and holidays recognized by this Agreement.

         3.06 -  ARBITRATION OF DISPUTES.

                  If the grievance is subject to arbitration as provided herein
and all conditions in Section 1 above have been satisfied, including the
applicable time limits, then the Union on behalf of

SKLA PAGE 9-1999
<PAGE>   10


the aggrieved employee or aggrieved employees may, within ten (10) calendar days
of the Company's answer in Step 3, file a written request to the Operations
Manager or his designee that the grievance be submitted to arbitration for
determination pursuant to this Article.

         3.07 Within ten (10) calendar days after the Union files its written
request for arbitration pursuant to Section 3.06, the Company or the Union may
write the Federal Mediation and Conciliation Service to request that it submit a
panel of seven (7) arbitrators. The Union shall notify the Company of its first
strike, and each party shall then alternately strike one name until only one
name remains who shall be designated as the impartial arbitrator. Either party
reserves the right to reject the entire panel prior to any striking of
arbitrators and to request one additional panel of arbitrators per grievance.

                  In the event the Union and the Company are unable to agree on
the job level or rate on a new classification as provided for in Section 8.02,
the dispute may be appealed to arbitration for determination by a qualified Time
Study Arbitrator.

                  Appeals relative to an SAH, Job/Level or rate shall be carried
to arbitration under the above described procedure; however, in this instance,
the Arbitrator must be a qualified Time-Study Engineer.

         3.08 - In interpreting and applying the provisions of this Agreement
and in making findings of fact, the Arbitrator's interpretation and application
must be in accord with the spirit and letter of this Agreement and any
amendments thereto. The function of the Arbitrator shall be judicial rather than
legislative in nature. No Arbitrator shall have the jurisdiction or authority to
add to, take from, nullify, or modify any of the terms of this Agreement or any
amendments or Letters of Understanding applicable thereto. In no event shall any
of the Company's rights ever be deemed or construed to

SKLA PAGE 10-1999
<PAGE>   11


have been modified, diminished, or impaired by any past practice or course of
conduct except where contained in an express provision of this Agreement.

                  The Arbitrator shall be bound by the facts and evidence
submitted to him/her in the hearing and may not go beyond the terms of this
Agreement in rendering his/her decision. No such decision may include or deal
with any issue not directly involved in the grievance submitted to him/her or
with any matter which is not expressly made subject to arbitration by the terms
of this Agreement. No decision of the Arbitrator shall require the payment of an
hourly rate different from the applicable one negotiated by the parties and
expressly set forth in this Agreement. The decision of the Arbitrator shall be
in writing and such decision shall be final and binding upon the parties when
rendered upon a matter within the authority of the Arbitrator and within the
scope of the matters subject to arbitration as provided in this Agreement and in
accordance with the procedures specified in this Agreement.

         3.09 - EXPEDITED ARBITRATION

                  The Union or the Company may invoke the Expedited Grievance
Procedure, as distinguished from the ordinary Grievance Procedure, in the event
an employee is discharged, suspended, disqualified from a job, disciplined for
failure to meet production standards , loss or reduction of earnings or in the
event there is a seniority dispute. Such request shall be asserted in writing,
by next day mail, given to the other party. The party requesting the Expedited
Grievance Procedure shall immediately contact the Federal Mediation Conciliation
Service to request the first available Arbitrator from a National pre-agreed
panel of seven (7) arbitrators who can hear the case within seven (7) calendar
days.

                  The Arbitrator shall hold an arbitration hearing as
expeditiously as possible, but in no event later than seven (7) calendar days
after receipt of said notice. The decision of the Arbitrator shall issue
forthwith and in no event later than three (3) days after the conclusion of the
hearing unless

SKLA PAGE 11-1999

<PAGE>   12
the grieving party agrees to waive this time limitation with respect to all or
part of the relief requested. The Arbitrator's WRITTEN opinion will follow
within thirty (30) days and such decision shall be final and binding on both
parties.

                  All costs for the hearing and service of the Arbitrator
designated herein, or for any other person selected pursuant to the
aforementioned procedure shall be borne by the parties jointly. Each party will
bear the expense of its representatives and for the presentation of its own
case.

                                   ARTICLE IV
                                   ----------
                          HOURS OF WORK AND PREMIUM PAY
                          -----------------------------

         4.01 WORK WEEK. For the purpose of computing overtime pay, eight (8)
hours shall constitute a day's work; forty (40) hours, from Monday to Friday
inclusive, shall constitute a week's work.

         4.02     SHIFT SCHEDULE

         (A)      Normal starting time for first shift will be 7:00 a.m. until
                  3:30 p.m.. As customer requirements demand, the start time can
                  be varied from between 5:00 a.m. and 9:00 a.m., with a thirty
                  (30) minute lunch period without pay from 12:00 noon to 12:30
                  p.m.

         (B)      Normal starting time for second shift will be 4:00p.m. until
                  12:30a.m. As customer requirements demand the start time can
                  be varied from between 2:00p.m. and 6:00p.m. with thirty (30)
                  minutes lunch period without pay from 8:30p.m. to 9:00p.m.


SKLA PAGE 12-1999

<PAGE>   13


         (C)      If three shifts are required, the first will be from 7:00a.m.
                  until 3:00p.m.; the second will be from 3:00p.m. until
                  11:00p.m.; and the third will be from 11:00p.m. until 7:00a.m.
                  Each shift will have a thirty (30) minute lunch period.

         (D)      Any deviation from the time set out as starting and quitting
                  time shall be made by AGREEMENT between the UNION GRIEVANCE
                  COMMITTEE and PLANT MANAGEMENT.

         (E)      If the Company starts the first shift at 9:00 a.m. the first
                  shift employees will not be compelled to work more than nine
                  (9) hours.

         4.03 LUNCH PERIOD. There will be a thirty (30) minute unpaid lunch
period. Whenever three (3) shifts are necessary, each shift shall be paid for
eight (8) hours work with the thirty (30) minute lunch period included.
Pieceworkers shall be paid at their average hourly earnings rate and hourly
workers at their rate for the thirty (30) minute lunch period.

         4.04 REST PERIOD. All employees will be allowed two (2) ten (10) minute
rest periods daily. One additional ten (10) minute break will be allowed for
employees who work ten (10) hours on any workday and employees who work beyond
ten (10) hours on any workday will be allowed an additional ten (10) minute
break each two (2) hours.

         4.05 OVERTIME NOTICE. When management finds it necessary to schedule
production operations in the plant on employees regular days off work, the
Company will provide at least twenty-four (24) hours notice to the affected
employees. If less than twenty-four (24) hours notice is provided, overtime work
may be performed by volunteers but will not be mandatory. The parties agree that
exceptions to this paragraph may be made where an actual bonafide emergency
would require a late change in schedule.

SKLA PAGE 13-1999
<PAGE>   14


         4.06 OVERTIME. All work performed in excess of forty (40) hours in one
(1) week or eight (8) hours in one (1) day, provided the employee works all
scheduled hours each day, Monday through Friday unless contractually excused or
excused by management, shall be considered overtime and shall be compensated at
the rate of time and one-half at average hourly rate if on piecework, and time
and one-half the regular hourly rate if on hourly paid basis.

         4.07 Employees must be available for all work as scheduled, regular or
overtime. An employee who did not receive notice of overtime on his or her
previous shift worked shall not be compelled to work overtime on that particular
day (except for those employees on vacation or approved leave of absence).
Employees who have a valid reason may be excused by management from working
regular or overtime work at any particular time.

         (a)      OVERTIME. The normal overtime schedule for production
                  employees will be limited to ten (10) hours per day, Monday
                  through Friday, and no more than eight (8) hours on Saturday.
                  In the event of a serious customer service requirement,
                  overtime hours may be expanded to a maximum of twelve (12)
                  hours per day, Monday through Friday, and eight (8) hours on
                  Saturday. If twelve (12) hours are necessary, the COMPANY will
                  seek volunteers. If there are not enough volunteers, then the
                  overtime will be scheduled according to seniority. Employees
                  who work twelve (12 hours on Friday will not be compelled to
                  work on Saturday. Hours of work on Sundays and holidays may be
                  performed by volunteers but will not be mandatory.

                  On those occasions where the COMPANY'S orders are heavy, they
                  must have the right to schedule overtime to satisfy the
                  customer's requirements.

SKLA PAGE 14-1999
<PAGE>   15


                  If the overtime requirements continue, the COMPANY will hire
                  new people and train them or even bring in finished stock from
                  other factories rather than work continued overtime. Over the
                  long run heavy overtime tends to be counter productive and is
                  not in the best interest of SIMMONS COMPANY or its employees.

                  The COMPANY'S intent is to have flexibility needed to work
                  overtime on a limited basis to satisfy the customers.

                  In all cases the COMPANY will make every effort to use the
                  variable starting times by department so as to reduce the
                  amount of overtime required on a daily basis.

                  (b)   If a holiday falls on Friday, work on Saturday may be
                        performed by volunteers but will not be mandatory.

         4.08 There shall be no pyramiding of any premium or overtime pay under
this AGREEMENT for the same hours worked. Where one or more premiums or overtime
rate is payable, the single higher rate shall be paid.

         All work performed on Saturday shall be compensated at one and one-half
         times the regular rate of pay.

         All work performed on Sunday shall be compensated at double the regular
         rate of pay.

                  All work performed on New Year's Day, Martin Luther King,
                  Jr.'s Birthday, Good Friday, Memorial Day, Fourth of July,
                  Labor Day, Thanksgiving Day, the day following Thanksgiving
                  Day, the last working day before Christmas, Christmas Day,

SKLA PAGE 15-1999

<PAGE>   16
                  and the day following Christmas shall be compensated at the
                  rate of double time in addition to holiday pay.

         4.09 The COMPANY agrees, insofar as feasible, to divide reasonably
equally the available work among qualified employees who constitute the various
classifications.

         4.10 SHIFT PREMIUMS. Employees assigned to work on the second or third
shift shall be paid a shift premium of fifty (50) cents per hour.

         4.11 REPORTING PAY. When an employee reports for work at the regular
starting time of his/her shift without previous notice not to report and his/her
regular work is not available, such employee will receive a minimum of four (4)
hours work or pay, provided, however, that at the COMPANY'S option, such
employee may be assigned to another job for any portion of said four (4) hours,
in which event he will be paid at the rate as computed in Section 8.05 of this
Agreement for whatever time is spent at that job. The COMPANY shall have no
liability regarding this paragraph in the event of a breakdown of power outside
of plant or if inside and not maintained by the COMPANY, a general plant fire,
act of God, act of public enemy or because of conditions beyond the control of
the COMPANY.

                                    ARTICLE V
                                    ---------
                             NO STRIKE - NO LOCKOUT
                             ----------------------

         5.01 Neither the UNION nor any of the employees in the bargaining unit
covered by this AGREEMENT will collectively, concertedly or individually
encourage, engage in or participate in, directly or indirectly, any strike,
including but not limited to a sympathy strike, deliberate slowdown, stoppage or
other interference with production of work during the term of this AGREEMENT;
and the COMPANY during the term of this AGREEMENT will not lock out any of the
employees covered by this AGREEMENT.

SKLA PAGE 16-1999
<PAGE>   17


                                   ARTICLE VI
                                   ----------
                            MANAGEMENT RIGHTS CLAUSE
                            ------------------------

         6.01 The UNION recognizes the right of the COMPANY to conduct its
business, to operate its plants and to direct the working forces in such manner
as it sees fit but not inconsistent with the terms of this AGREEMENT and it is
understood that the COMPANY retains all MANAGEMENT rights not specifically
covered by this AGREEMENT including but not limited to, the right to reprimand,
suspend, discharge or otherwise discipline employees for just cause, to hire,
promote, transfer, layoff and recall employees to work; to establish reasonable
rules and regulations so long as such rules and regulations are applied fairly
and consistently; to introduce new or improved production, maintenance,
distribution, development and service methods, and otherwise generally to manage
and direct the workforce.

                                   ARTICLE VII
                                   -----------
                         SENIORITY -- LAYOFF AND RECALL
                         ------------------------------

         7.01 The COMPANY recognizes the principle of seniority among its
employees and agrees that all layoffs occasioned by lack of work and recalls
from layoff shall be by seniority as herein provided.

         7.02           (a) New employees shall be considered probationary
                        employees until they have completed the probationary
                        period of ninety (90) calendar days. During the
                        probationary period an employee may be discharged at the
                        discretion of the COMPANY with or without cause.

                        Any employee who completes his/her probationary period
                        shall commence his/her seniority as of the date of
                        employment and his/her seniority shall remain in full
                        force and effect and shall accumulate thereafter until
                        terminated, all as herein

SKLA PAGE 17-1999
<PAGE>   18


                           provided. No employee shall be required to serve more
                           than one (1) probationary period, provided such
                           employee is rehired within one year. The COMPANY,
                           however, retains the right to terminate such employee
                           in the event he or she has not demonstrated the
                           ability to successfully perform the job within 30
                           days of rehire.

         7.03 Seniority shall continue and accumulate while the employee is
continuously employed by the COMPANY and during the following periods of absence
from work:
                  (a)   Up to twelve (12) months in case of disability or
                        illness.
                  (b)   During the first twelve (12) months of layoff.
                  (c)   During military service.
                  (d)   When an employee is elected or appointed to a UNION
                        office, such employee shall be given a leave of absence
                        in writing for the term of his office or any renewal
                        thereof. The UNION shall give the COMPANY two (2) weeks
                        prior notice in such situation.
                  (e)   The manner of return to employment is set forth below.
                  (f)   To be eligible for a leave of absence, an employee must
                        have completed the probationary period and the leave
                        must be in writing.

         7.04 TERMINATION OF SENIORITY. Seniority shall terminate for the
following reasons:
                  (a)   When the employee resigns.
                  (b)   When the employee is discharged for just cause.
                  (c)   When the employee is laid off longer than twelve (12)
                        months, except for right of recall as per Section
                        7.09.
                  (d)   When the employee's absence due to disability or illness
                        exceeds two-and-one-half (2 1/2) years except as a
                        longer period may be provided by State or Federal Law.

SKLA PAGE 18-1999
<PAGE>   19


                  (e)   When an employee is recalled to work and does not return
                        to work as provided in Section 7.10.
                  (f)   If an employee falsifies any information given in
                        connection with a leave of absence.
                  (g)   The employee obtains employment while on an approved
                        leave of absence.

         7.05 When increases or decreases in the working force become necessary
they shall be made on the basis of seniority as set forth in this Agreement.

         7.06 When there is not sufficient work for all employees, probationary
employees with less than ninety (90) calendar days seniority, shall first be
laid off. If further reduction of the work force is necessary, employees will be
laid off in accordance with Section 7.05.

         7.07 LAYOFF NOTICES. Definitions, determinations and notices of layoffs
are set forth in this agreement.

         7.08 SURPLUS LABOR LIST. Any employee laid off for lack of work shall
have his/her name placed on a surplus labor list. If an employee's seniority has
been broken his name shall be removed from such list.

         7.09 RECALL. Employees shall be recalled from the surplus labor list
and at the time of their recall be offered work in accordance with the procedure
set forth in this Agreement.

                  If an employee is laid off longer than the twelve (12) months,
he/she shall have recall rights for an additional six (6) month period without
loss of seniority. This additional six (6) month grace period for recall
purposes only may not be extended for any other purpose and shall not be
credited toward accumulation of seniority.

SKLA PAGE 19-1999
<PAGE>   20


         7.10 NOTICE OF RECALL. An employee on layoff who is recalled for work
will be notified by overnight mail . Failure of the employee to contact the
Company within seventy-two (72) hours notice to report was sent will terminate
seniority unless the employee presents a legitimate reason for being unable to
comply. The burden of proving delivery of such notice by overnight mail to the
employee's last known address shall be solely that of the Company.

         7.11 CHANGE OF ADDRESS. It will be the duty of employees to keep the
COMPANY advised of any change of residence. Any employee who fails to do so or
who fails to respond to the notice in Section 7.10 shall have no recall rights
to the then available job, but his seniority will not be forfeited until the
UNION has been notified of his failure to respond.

         7.12 In the event of a war emergency, the parties agree to discuss
revision of the seniority provisions of this AGREEMENT for the purpose of
providing for such revision as may be necessary because of the employment
conditions then existing.

         7.13     DESCRIPTION

                  A.    The COMPANY recognizes the principle of seniority (last
                        hired will be the first laid-off) among its employees
                        and agrees that all layoffs occasioned by lack of work
                        and subsequent recalls from layoff shall be by seniority
                        as provided below.

                  B.    When increases or decreases in the work force become
                        necessary, they shall be made on the basis of
                        seniority within work groupings.

                        When decreases in the work force becomes necessary, they
                        shall be made on the basis of seniority within the work
                        groupings, provided the employee(s) can successfully
                        perform the work.

SKLA PAGE 20-1999
<PAGE>   21


                  C.    Laid-off employees who have seniority rights will be
                        recalled in accordance with Section 7.14 of this
                        Article VII..

                  D.    In the event a layoff is necessary, the reduction will
                        be by classification and seniority, giving the affected
                        employee the right to bump or roll the youngest employee
                        in such employee's work grouping provided as follows:

                        1.  If trained in one or more classifications within the
                            work grouping, the affected employee must roll or
                            bump into a trained classification. If trained in
                            more than one classification within the work
                            grouping, the affected employee may select the
                            trained classification he/she so desires according
                            to seniority.

                        2.  If such employee does not exercise his/her right to
                            roll or bump within his/her work grouping as
                            provided in paragraph D-1 above, and the affected
                            employee is qualified to perform jobs in other
                            classifications in a different work grouping without
                            training, such employee may roll or bump the
                            youngest employee in such classification as provided
                            by seniority rule in A and B above.

                        3.  If such employee is not permitted to remain in his
                            or her work grouping and does not qualify to roll or
                            bump into any other work grouping, such employee
                            will be permitted to roll or bump the youngest
                            employee in Group VI without previous qualifications
                            as provided by seniority in A and B above.

                  E.    The COMPANY has the right to train employees in any
                        particular grouping provided such employees are
                        physically able to perform such jobs.

                  F.    REFRESHING OF SKILLS:

SKLA PAGE 21-1999
<PAGE>   22


                        Employees who have been off the job:

                         0 - 90 days                      No training allowance
                         91 days - 6 months or more       4 hours at average


                  G.    All recalls from layoff will be made following the
                        rules in Section 7:14 of this Article in reverse
                        order from layoff:

                            D-1          1st priority
                            D-2          2nd priority
                            D-3          3rd priority

                  K.    TEMPORARY WORKERS:

                        Temporary help may be used for positions temporarily
                        vacant due to sick leave, vacation, or unfilled after
                        posted for bids. Temporary help may also be used for
                        short term projects if no other permanent labor is
                        available. No temporary labor may be used if there are
                        employees on layoff and they are available to work in
                        the short term position. Temporary labor may fill a
                        position for up to 60 working days. Temporary employees
                        are ineligible for fringe benefits, pension, holidays or
                        paid vacations.

                        All time worked as a temporary worker will be credited
                        toward the probationary period if the employee is
                        retained as a full-time employee.

SHAWNEE, KANSAS  WORK GROUPINGS

         I.       CUTTING

                  A.    Mattress, Box Spring
                  B.    Slitter

         II.      SEWING

                  A.    Mattress, Box Spring, SLP
                  B.    Overcast and Label
                  C.    Hemming
                  D.    Quilt Machines
                  E.    Border Room

SKLA PAGE 22-1999
<PAGE>   23


         III.     MATTRESS

                  A.    Close Mattress
                  B.    Hog Ring
                  C.    Tuft
                  D.    Pack Matts. & Box Springs

         IV.      BOX SPRING

                  A.    Top-Off Assembler
                  B.    Pre-Load
                  C.    Upholster Box Spring

         V.       Beautyrest Coil Assembly

                  A.    H.M.B. Operator
                  B.    Ultra-Sonic Operator

         VI.      INDIRECT LABOR

                  A.    Inspection
                  B.    Material Handlers
                  C.    Shipping
                  D.    Receiving
                  E.    Sweepers
                  F.    Repair

         7.14 RIGHT OF RECALL In the event of layoffs, any employee laid-off for
lack of work or for other reasons beyond his/her control, which, of course,
shall not include employee's own incompetency, shall have his name placed on a
seniority list consistent with Section 7.13, paragraphs A and B above. All
rehiring shall be done from this list and those at the top of the list by reason
of seniority within work groupings shall be hired first.

         A.       The COMPANY will return the most senior employee on layoff to
                  such employee's former work grouping when an opening in any
                  one of the classifications contained therein occurs, provided
                  such employee can successfully perform the work available.
                  When the opening occurs in the employee's former
                  classification, he/she must return to that classification.

SKLA PAGE 23-1999
<PAGE>   24


         B.       In the event there is an opening in another skill grouping for
                  which there are not employees available in such skill grouping
                  on surplus labor and provided a senior employee from another
                  skill grouping on surplus labor can successfully perform the
                  available work, such employee will be given an opportunity to
                  return to the active payroll prior to the hiring of a new
                  employee. When an opening occurs in the employee's former
                  classification, he/she must return to that classification.

         C.       If there are no openings for incentive classifications, but
                  there is a need in Grouping VI, the most senior employee on
                  surplus labor will be given an opportunity to qualify for such
                  work before the COMPANY hires new employees. Those who have
                  been transferred into Group VI and are learning will receive
                  either their day work rate or base rate of the new job,
                  whichever is higher.

                  A copy of the seniority list as kept by the COMPANY shall be
                  furnished to the UNION, and in the event of any changes in
                  such list, the UNION shall be promptly advised.

         7.15 An employee can change shifts if a job opens up on a shift he
desires in the same job classification. Then, if the employee wants the job that
has opened up, he/she must bid for the opened job and will be given it provided
he/she is the senior bidder from that classification. Any employee making a
choice of shifts must remain on that shift for at least six (6) months before
he/she is eligible again to make a choice of shifts.

         7.16 DISCONTINUANCE OF DEPARTMENTS. In the event of a discontinuance of
any department or operation, the employees affected with the most seniority must
be transferred to another department where best qualified, as determined by
MANAGEMENT and Union.

SKLA PAGE 24-1999

<PAGE>   25


         7.17     RESTORATION OF DISCONTINUED DEPARTMENTS. If a discontinued
                  department or operation is restored within one (1) year,
                  employees affected by the transfer shall have the right to
                  return to their former job, provided employee has not (by
                  his/her own choice) exercised his/her seniority right to
                  acquire another job.

         7.18     A UNION representative returning from a leave of absence shall
                  be returned to his/her former classification if his/her
                  seniority permits his/her return. If said classification is
                  not in existence at that time, he/she shall replace the
                  employee with the least seniority in the plant.

         7.19 In the event a layoff is necessary in any department or branch of
work, whether incentive, hourly work or whatever, the layoff shall be made in
the following manner: the number of employees to be laid-off shall be
determined; then that many of the youngest employees in point of seniority in
the plant shall be laid-off, whether there is a shortage of work for their jobs
or not. If the work shortage exists in some department or departments, other
than those where the layoffs are made, then the junior employees in point of
seniority in the department where the work shortage exists shall be given their
choice of the vacated jobs according to their respective seniorities. All
layoffs shall be made strictly in accordance with the seniority rule as stated
in the commencement of this Article.

         7.20 Whenever a layoff occurs in any given job classification, the
employee laid-off shall follow the rules as stated in Section 7.13.

         7.21 Any employee who secures a leave of absence for illness in
accordance with Section 7.03 of the SKLA shall be entitled to receive his/her
own job back if the employee returns to work within twelve (12) months of the
commencement of his/her leave of absence, providing his/her physical capability
has not been impaired.


SKLA PAGE 25-1999
<PAGE>   26


                  After twelve (12) months, the employee on sick leave shall
have the right to return to a job in line with his/her seniority and physical
ability. It is understood that if an employee returns after a twelve (12) month
period, his/her bidding rights are restored.

         7.22 (A). DETERMINATION OF LAYOFFS. When the hours of work fall below
thirty-two (32) hours per week, the COMPANY will lay off a sufficient number of
employees in order to provide thirty-two (32) hours or more per week for the
remaining group, provided the request has been made and approved by the UNION
Bargaining Committee. Vacation weeks and inventory week shall not be computed in
the two week period.

         7.22 (B) FURLOUGH. Furlough - When a temporary reduction in a
Classification becomes necessary due to lack of orders the company will seek
volunteers for furlough, starting with the most senior employee by shift in the
classification. If there are no volunteers, junior employees who are not needed
to fill the daily production schedule will be placed on furlough. The furloughed
employees will be eligible for unemployment benefits if otherwise eligible and
receive United Steelworkers health/welfare benefits. Employees must continue to
pay their portion of the health benefit contribution while on furlough. A
furlough may last up to eight weeks and be a minimum of one week. For record
keeping purposes the President of Local 173 or his appointee will be notified of
such furlough by letter, signed by Operations or Human Resources Manager.

         7.23 LAYOFF NOTICE. It is mutually agreed here on temporary layoffs, no
less than four (4) working hours notice will be given. On permanent layoffs,
ample notice is to be given, but in no event will the notice of a permanent
layoff be less than one (1) week.

         -        A temporary layoff is when an employee is laid-off for a
                  period not exceeding seven (7) days (one calendar week).

         -        A permanent layoff is when an employee is laid-off for more
                  than one (1) calendar week.


SKLA PAGE 26-1999

<PAGE>   27


         7.24 JOB BIDDING. Any employee with at least twelve (12) months
seniority shall be entitled to bid on any new or vacated job. Notice of such new
or vacated jobs shall be posted on the bulletin board by the COMPANY for a
minimum of thirty-six (36) hours, excluding Saturday and Sunday. People on
surplus labor or on layoff will have forty eight (48) hours to bid on job. Any
person accepting the posted job must remain on that job for twelve (12) months.
Rule of seniority shall apply. Any person accepting the posted job will be given
a trial period of at least thirty (30) days after which, the employee must shows
progressive improvement, and failing to do so, the employee shall be
disqualified by management and in which event the employee shall exercise
his/her seniority in accordance with the provisions of Section 7.13D above. Any
person who is successful bidder for an open job and refuses to accept the job is
ineligible to bid for a period of six (6) months. It is understood that
employee(s) who are on vacation at the time a job is posted for bid may have
his/her name entered for bid by the Shop Steward. The job bidding restrictions
of this paragraph shall not apply to bids involving a change of shifts.

              The successful bidder shall be announced within two (2) working
days after the expiration of the posting and such employee shall be transferred
to the bid job as soon as possible following acceptance of the bid.

              In the event a job is posted for bid and there are no bidders, the
most senior employee on layoff who is qualified to perform the posted job duties
will be given an opportunity to take the open job. It is clearly the
responsibility of the employee to make known to MANAGEMENT his/her wishes to
return to work in writing.

         7.25 ACTIVE SENIORITY LIST. The COMPANY will post on the bulletin board
the active seniority list of employees and will revise same quarterly.

         7.26 LEAVE OF ABSENCE. Employees returning from leave of absence must
be given a job in their former classification in line with their seniority and
must give the COMPANY three (3) working days prior notice of the date employee
will return to work. If there is no opening when such

SKLA PAGE 27-1999
<PAGE>   28


employee returns, the employee shall take the job of the youngest employee in
the plant from the point of seniority.

                                  ARTICLE VIII
                                  ------------
                                      WAGES
                                      -----

         8.01 The Company and the Union have agreed upon the pay ranges and job
levels as set forth in Appendix A and Appendix B, which are attached hereto and
made a part of this Agreement. Wage increases during the term of this Agreement
shall apply to all hourly base rates of pay and will also be applied to the
previous quarterly average and paid effective upon the date of such wage
increase.

             The annual wage increase effective April 23, 1999 is    $.20
             The annual wage increase effective April 23, 2000 is    $.30
             The annual wage increase effective April 23, 2001 is    $.30

         8.02 ESTABLISHMENT OF NEW CLASSIFICATIONS. In the event it becomes
necessary to establish a new classification, the COMPANY and the UNION shall
meet for the purpose of reaching agreement as to the Job Level and Pay Range
(JL/PR) for such existence.

              The Company and the Union, in an attempt to reach an agreement,
shall take into consideration similar classifications in the plant previously or
presently in existence.

              If the parties fail to reach an agreement within three (3) working
days, the resolution of the JL/PR will be moved to expedited arbitration (in
accordance with the procedure outlined in ARTICLE III Section 3.09 [Expedited
Arbitration]). The company will assign an employee at his base rate plus
plant-wide bonus to the new classification who shall perform the operation until
such time as an AGREEMENT is reached or is resolved by arbitration. When the
JL/PR of the disputed classification is agreed upon or resolved as provided
above, the job will be filled in accordance with the terms as set forth in this
Agreement.

SKLA PAGE 28-1999
<PAGE>   29


         8.03 AVERAGE RATE COMPUTATION. Individual employee average hourly
earnings rates will be computed each calendar quarter by dividing the total
number of hours worked during such quarter (excluding paid but unworked holiday
hours, paid vacation hours and hours worked on any classification other than the
employee's regular classification) into the total earnings in the quarter
(excluding overtime premium pay) of that individual employee. A copy of such
average hourly earnings shall be provided to the Union within two weeks of the
end of each quarter,

         8.04 In the event an employee has not established his average hourly
rate due to the fact that he/she has not worked during the immediately preceding
calendar quarter, then his/her average rate shall be equal to his/her average
hourly rate for the last quarter he/she worked.

         8.05 No time sheets, work envelopes, or time clock work cards shall be
changed by the COMPANY without notifying the employee(s) affected, and/or the
Department Steward, giving the reason for such change.

         8.06 WORK WAIT. It is agreed that in the event of power failure,
employees will stand by until released from work or instructed by the Company to
return to work. In the event that employees are required to stand by for one (1)
hour or more, all such employees shall receive their average hourly rate and no
such hours shall be included or counted as hours worked for purposes of
calculation of Pay Plus Bonus. If the stand by period is for less than one (1)
hour, such time will be treated the same as normal hours of work.

                                   ARTICLE IX
                                   ----------
                           INCENTIVE COMPENSATION PLAN
                           ---------------------------

         9.01 It is agreed that the Company, at any time, may install an
incentive compensation plan in any operation, job, or variation of any operation
or job where, in its judgement, such a plan is practicable. When an incentive
program is implemented, the Company will provide the incentive earnings
opportunity for the Plant, as a whole, that will approximate the incentive
earnings

SKLA PAGE 29-1999
<PAGE>   30


opportunity, which existed prior to the implementation of the new incentive
program. Effective April 23, 1997, the Standard Allowed Hour system used to
establish individual incentive earnings opportunities was replaced with the Pay
Plus Bonus program which provides for a plant-wide incentive opportunity based
on quality, productivity, and customer service performance. SAH calculations
will continue to be used to compute plant wide productivity under this program.

         With not less than a forty-five (45) day written notice to the Union,
the Company may change back to the 1997 contract's Incentive Compensation
language.

                  9.02  New or Varied Jobs and Operations. If a new job, new
                        operation, or variation of an existing operation is
                        set up, the supervisor shall notify the shop steward
                        and the operations experience time shall begin on the
                        date of this notification.

                        Whenever time studies are necessary, the floor
         observations of the Company's Time Study Engineer will be of at least
         thirty (30) minutes duration in order to assure a representative sample
         of the job.

                        The Company shall select an average operator, or as
         close to average as possible, for time study methods analysis. Average
         is defined as an operator working at a normal pace, under normal
         working conditions, with the skills required for the specific job.

         9.03(a) It is agreed that whenever an SAH standard is computed it shall
         be submitted in writing to the operator and become effective
         immediately. This computation may consist of an actual clocking of the
         work or an analysis of previous standards or records of comparable or
         similar work. The COMPANY will furnish a complete written prescribed
         job methods description to the UNION whenever new standards or revised
         standards are submitted. Once such job methods change is submitted in
         writing, the COMPANY has a ninety (90) day period in which to adjust
         the time in the event such adjustment is necessary. If such time value
         is neither adjusted by the COMPANY nor grieved by the UNION, neither
         party can expect

SKLA PAGE 30-1999
<PAGE>   31


         revision of such change after the expiration of ninety (90) days. No
         standards changes can be effected without a written job methods change.

         9.03(b) The written confirmation referred to above will indicate
         whether the standards were developed from a clocking analysis, local
         plant standard data, or a combination of time study and data.

         9.04 PROCEDURAL INTERPRETATION OF SECTION Current standards are
         guaranteed unless the Company makes a change in method, means, process,
         equipment, production conditions, or product design. Where such change
         results in an addition to the standard task time, an adjustment will be
         made to proportionately reflect the change.

                        In those instances where the change results in greater
         output, the time will be proportionally adjusted to reflect the
         diminution in task time. Thus, standards will be revised to reflect the
         changes of the job, operation, or variation of any operation in the
         degree the change in the task affects the standard upward or downward.

                        Where the change represents less than five percent (5%)
         of the cycle base minutes, the Company will use standard data from its
         bank of appropriate basic time study standards in determining the new
         task time reflecting the change. The company may restudy the operation
         in those instances where the elements of work affected by the revised
         method exceed five percent (5%) of the originally submitted cycle base
         minutes of the entire task. In those instances where there was no
         original time study taken where standards were set by negotiations or
         where element breakdown was not measured or where the additions and
         deletions are not sufficiently distinct to permit addition or
         subtraction from work content the Company will develop time from a
         restudy of the entire operation. Every time a change of sufficient
         impact to justify a modification of standard is contemplated all other
         changes from the time the standards were last established will or
         course, be included in the new measurement of the task. It is
         contemplated that there will be occasions where preceding and
         succeeding elements will be affected by change. In those instances, it
         will be nexessary to

SKLA PAGE 31-1999
<PAGE>   32


         measure and modify the impact of such change. Once the appropriate
         addition or deletion is developed, such time will be translated into an
         SAH.

                        In order to preserve the integrity of earnings as well
         as integrity of job methods and product quality, it is agreed that
         neither the supervisor nor the employee can change the prescribed
         method of performing the incentive task. All changes and resulting
         standards, in order to become effective and binding must be initiated
         in writing by the Time Study Department. For identification purposes,
         the Company, on October 15, 1973, installed an administrative procedure
         on all new time studies which enables a departmental shop steward or
         other designated Union official to sign a copy of such new standard
         data or chart issued as a consequence of such new time study.

                        9.05(a) GRIEVING CHANGES IN STANDARD. If there is a
         change in any standard, the Company will provide th3e Union with the
         methods description at the time the change is made effective. The Union
         shall have thirty (30) working days to grieve the new standard and if
         not grieved within such thirty days, the Union will lose the right to
         grieve and/or arbitrate the new standard. A resolution of grievances
         over incentive standards shall be retroactive to the date the protested
         standard was originally submitted.

                        9.05(b) If the COMPANY Time Study Department finds no
         error in the submitted standard and the matter is still in dispute,
         then it may be processed in accordance with the Grievance and
         Arbitration Procedure to determine whether or not the standard as
         established is contrary to the provisions of this agreement.

                        9.05(c) It is agreed by the parties hereto that in the
         case of disputes concerning the accuracy ot the COMPANY'S clocking
         analysis the Impartial Chairman described in Section 3/07, Paragraph 3,
         must be a qualified Time Study Engineer. The findings of the Impartial
         Arbitrator shall be final and binding on both parties and shall be
         retroactive to the date the SAH was originally submitted.

SKLA PAGE 32-1999
<PAGE>   33


9.06     AVAILABILITY OF TIME STUDY DATA. The COMPANY agrees that it will
         conform to the law with respect to making abailable such Time Study
         data as may be needed by authorized UNION officials from time to time
         in the course of processing grievances under this AGREEMENT with regard
         to incentive standards. It is agreed that such data will not be misused
         and that it will be kept strictly confidential so as to insure that
         COMPANY means, methods, and production processes will never be revealed
         to parties not bound by this AGREEMENT. The Union Time Study Engineer
         and the Company Time Study Engineer will meet for the purpose of
         resolving the question of unsupported time study back-up data.

9.07     UNION TIME STUDY ENGINEER. Whenever a Local Union, party to this
         AGREEMENT, desires to have the INTERNATIONAL UNION designated time
         study engineer visit one of the plants in order to verify COMPANY
         standards or job content as the consequence of a grievance by that
         Local Union the procedures will be as follows:

         1. The UNION COUNSEL shall write the COMPANY Senior Vice
            President-Human Resources suggesting a list of dates a minimum
            of two (2) weeks prior to the proposed visit.

         2. The COMPANY designee will respond by either selecting from the
            UNION list or by offering alternative dates.

         3. Once the above two (2) designees complete arrangements they
            will notify their respective local plant MANAGEMENT and UNION
            representatives the agreed upon dates for the visit.
                                    ARTICLE X
                                    ---------

SKLA PAGE 33-1999
<PAGE>   34


                                    HOLIDAYS
                                    --------

         10.01 The following paid holidays shall be celebrated:

              New Year's Day             Labor Day

              Birthday of Martin         Thanksgiving Day

              Luther King, Jr.           Day following Thanksgiving day

              Memorial Day               Last working before Christmas

              Good Friday                Christmas Day

              Independence Day           Day following Christmas Day

         10.02 Holiday pay will be paid to employees provided they meet all of
the following conditions:

                  (a)      The employee has thirty (30) days or more continuous
                           service with the COMPANY as of the date of the
                           holiday, and

                  (b)      The employee must have worked the last scheduled work
                           day prior to and the next scheduled work day after
                           such holiday.

         10.03 Holiday pay shall be included in the pay check for the pay period
in which the holiday falls.

         10.04 When any of the above holidays falls within an eligible
employee's approved vacation period and he is absent from work during his
regularly scheduled work week because of such vacation, he/she shall be paid for
such holiday in addition to his/her vacation pay and shall have such day off.

         10.05 If any two (2) or more of the paid holidays shall occur on the
same day, the employee will be paid for each of said holidays but shall have
only one (1) day off.

SKLA PAGE 34-1999
<PAGE>   35


         10.06 When any of the paid holidays falls on Sunday and the day
following is observed as the holiday, the latter day shall be the paid holiday.

         10.07 The COMPANY agrees that whenever a holiday falls on a Saturday it
shall, at the discretion of the Operations Manager, be celebrated on either the
preceding Friday or the following Monday. Notice of the date selected will be
posted two (2) weeks in advance. In the above situation, no work will be
scheduled on such Saturday to avoid holiday premium pay.

         10.08 Holiday pay will be at eight (8) times the employee's average
hourly earnings rate as computed in Section 8.05. Shift premium shall be
included in holiday pay computation for eligible employees.

         10.09 For the purpose of computing overtime and premium pay, holidays
herein designated shall be regarded as days worked in the week in which they
occur whether or not work was actually performed during such hours.

         10.10 In conformance with Federal Law enacted in 1968 and effective
1/1/71, certain Mondays shall be observed as legal holidays, i.e., Washington's
Birthday (3rd Monday in February); Memorial Day (last Monday in May); Labor Day
(1st Monday in September); and Veteran's Day (4th Monday in October).

         10.11 When a holiday falls on Friday, the failure of an eligible
employee to report for work on the following Saturday shall not result in his
forfeiture of such holiday pay.

         10.12 When a holiday falls on Saturday, eligible employees shall
receive holiday pay, provided they worked on the last preceding scheduled work
day prior to and the next scheduled workday after such holiday.

         10.13 Any of the paid holidays that fall within the period of fifteen
(15) days immediately prior to the return of an employee from sick leave, or
during the fifteen (15) day period immediately

SKLA PAGE 35-1999
<PAGE>   36


following the departure of an employee on a sick leave, will be paid to such
employee if he/she is otherwise eligible despite his/her absence. The COMPANY
may require proof that legitimate illness caused the absence.

         10.14 When an eligible employee is on an approved leave of absence and
returns to work following the holiday, but during the week in which the holiday
falls, he/she shall be eligible for holiday pay.

         10.15 Employees who have accepted such holiday work assignment and then
fail to report for and perform such work, without reasonable cause acceptable to
MANAGEMENT, shall not receive pay for the holiday.

         10.16 BIRTHDAY - FLOATING HOLIDAY. It is agreed that employee may
select the birthday holiday currently provided in Article XXIII as a floating
holiday. Such selection is contingent upon the employee giving the COMPANY at
least five (5) days advance notice of the day which he/she desires to be off and
approval of the plant manager. Selection will be administered so that no more
than one employee in the same classification will be off the same day. In the
event more than one (1) employee desires off the same day, seniority will
determine which employee has preference.

         10.17 PERSONAL DAYS- PAID AND NON-PAID

         (A)  Personal Day - Paid.

                  A personal day will be paid to employees provided they meet
                  all of the following conditions:

                 (1)    The employee has one (1) or more continuous years
                        seniority.

                 (2)    One employee per classification will be granted a
                        personal day at any given time with twenty-four (24)
                        hours advance notice.

                 (3)    If the employee decides to apply such paid personal day
                        as a sick day, all call-in guidelines of the attendance
                        policy must be met to be eligible to be accounted as a
                        sick day.

SKLA PAGE 36-1999
<PAGE>   37


         (B)  Personal Day - Non Paid

              A personal day will be granted to employees provided they meet
              all of the following conditions:

                  (1)   The employee has one (1) or more continuous years
                        seniority.

                  (2)   One employee per classification will be granted a
                        personal day at any given time with twenty four (24)
                        hours advance notice.

                  (3)   If the employee decides to apply such personal day as a
                        sick day, all call-in guidelines of the attendance
                        policy must be met to be eligible to be accounted as a
                        sick day.

         (C)  One paid personal day and one unpaid personal day was
              negotiated in exchange for flexible hours as described in
              ARTICLE IV, Hours of Work and Premium Pay.. The parties agree
              that if there is a conflict between a provision of this article
              or of Article IV, this Article shall govern notwithstanding any
              other provision.

                                   ARTICLE XI
                                   ----------
                                 PAID VACATIONS
                                 --------------

         11.01 THE COMPANY WILL GRANT VACATIONS WITH PAY AS FOLLOWS:

              (a)   Employees with one year of continuous service up to calendar
                    year of the third anniversary will earn vacation with pay of
                    forty (40) hours.

              (b)   Employees will earn two weeks (80 hours) of vacation in the
                    calendar year in which their third anniversary occurs and up
                    to the calendar year of the twelth anniversary.

              (c)   Employees will earn three weeks (120 hours of vacation in
                    the calendar year in which their twelfth anniversary occurs
                    and up to the calendar year of the eighteenth anniversary.

              (d)   In the calendar year in which an employee's eighteenth
                    anniversary occurs and all years thereafter, the employee
                    shall have the option of taking a fourth week of vacation in
                    lieu of the seniority bonus of one week's pay. Seniority
                    bonus of one week's pay, if chosen, will be at Christmas or
                    at the time of their vacation as the

SKLA PAGE 37-1999
<PAGE>   38



                  employee chooses. Selection of the fourth week will be at a
                  time convenient to the Company..

              (e) Full vacation benefits will be paid to those who are otherwise
                  eligible in the following circumstance:

                    (1)    To the employee's estate in the event of the death of
                           the employee;
                    (2)    To the employee in the year of his or her retirement.

              (f) COMPANY will pay one additional week vacation pay at
                  vacation rate for employees with twenty-five or more years
                  seniority with no additional time off.

         11.02 The COMPANY can freely choose which particular weeks, if any, it
will shut down for vacation purposes.

         11.03    (a)   The COMPANY  shall  notify the UNION,  no later than
                        January 1st of each vacation year, whether the plant
                        will shut down or whether there shall be a staggered
                        vacation on an individual employee basis. Prior to
                        January 1st of each vacation year, vacations for
                        eligible employees will be scheduled by
                        classification and seniority in accordance with
                        period January 1 to December 31. If the COMPANY
                        decides on plant shutdown, those employees who had
                        their vacation time earlier and are not eligible for
                        any more vacation time during the year, nor required
                        to work during the shutdown, will be furloughed
                        during plant shutdown.

                  (b)   The COMPANY may elect to ship finished products, modify,
                        maintain, or install equipment and manufacture process
                        or finished product in order to balance work flow,
                        satisfy customer needs, or balance production schedules
                        and stock during a shutdown for vacation purposes.

         11.04 If vacations are staggered, then vacations for eligible employees
will be scheduled by classification and seniority in accordance with anticipated
production requirements during the period from January 1 to December 31, except
that 3rd and 4th weeks of vacation for eligible employees

SKLA PAGE 38-1999
<PAGE>   39



may not normally be scheduled during the months of May, June, July, August and
September. Employees shall indicate in writing on a form furnished by the
COMPANY their preferences for vacation dates during the month of December of
each year. At that time also employees eligible for a 3rd week's vacation who
wish to receive money in lieu of vacation and employees eligible for the
seniority bonus who wish to take vacation time off in lieu of the bonus shall so
indicate on the form. Vacation time will not be altered except when operational
needs are affected by illness. Exceptional cases of third or fourth week
vacations during the period of May, June, July, August and September may
occasionally be arranged when the Business Agent or Local President can mutually
agree to such with the Operations Manager or the Labor Relations Specialist.

         11.05 Employees may not accumulate vacation benefits but must take them
when eligible. Hardship cases may be considered and money may be taken in lieu
of vacation provided the COMPANY will advise the UNION of the reason for such
prior to payment of the vacation money to the employees involved.

         11.06 Shift premium will be included in vacation pay computation for
employees otherwise eligible.

         11.07 All employees covered by this AGREEMENT who have continuous
seniority for twelve (12) months shall receive vacation benefits by
classification, by seniority as set forth in this Agreement. Each week of
vacation shall be computed based on the employee's last published quarterly
average times forty (40) hours including shift premium.

         11.08 All vacations are to be taken at a time designated by the
COMPANY. The COMPANY will, insofar as efficient operating conditions permit,
endeavor to comply with eligible employees' requests filed (including those
eligible for three (3) weeks) and such requests shall be given consideration by
classification in accordance with the employee's seniority.

SKLA PAGE 39-1999
<PAGE>   40


         11.09 Company agrees that an employee will not be required to work
Saturday or Sunday immediately preceding the start of his/her vacation.

         Wherever there is a conflict between the preceding section 11.01 though
11.07 and the following sections ll.08 to 11.09, the sections 11.08 to 11.09
shall prevail.




SKLA PAGE 40-1999

<PAGE>   41


                                   ARTICLE XII
                                   -----------
                              U.I.U. PENSION TRUST
                              --------------------

         12.01 U.I.U. Pension Trust provides employees represented by the UNION
with certain pension benefits as are from time to time determined by the
Trustees. The parties to this AGREEMENT desire that the pension benefits now
granted and which may hereafter be granted by the Trustees, be provided to the
employees covered by this AGREEMENT.

         The EMPLOYER agrees, therefore, beginning with the month of November,
1988 and for each month thereafter for the duration of this AGREEMENT, to
contribute, by no later than the tenth day of each month, to the U.I.U. Pension
Trust a sum of money in an amount equal to six percent (6%) of the total gross
earnings accrued during the immediately preceding calendar month by all the
employees who were covered by this AGREEMENT during the said immediately
preceding calendar month, including the total gross earnings of any such
employee whose employment was terminated during the said immediately preceding
calendar month. The EMPLOYER shall transmit to said Trust with each
contribution, a "Contribution Report", on the form furnished by Trust, in which
the EMPLOYER shall report the names, hire and termination dates as applicable,
and total gross earnings of all such employees during such calendar month. The
EMPLOYER further agrees to supply to the Trust such further information as may
from time to time be requested by it in connection with the benefits provided by
said Trust to said employees. The parties agree, however, that the coverage of a
newly employed employee shall not begin until the first day of the first
calendar month following the expiration of twelve (12) months from the
commencement of this employment, meaning that in calculating the contribution
due hereunder for the first twelve (12) months of coverage for the said newly
hired employee, his/her total gross earnings for the entire preceding twelve
months shall be considered. Thereafter, the employer will make contributions
each calendar month. This exception for newly employed employees shall not apply
in the case of employees who have been previously covered under the U.I.U.
Pension Trust in which event the EMPLOYER shall report such employees and make
contributions as required herein beginning with the first calendar month
following the date of the commencement of such employment.

SKLA PAGE 41-1999

<PAGE>   42


         For the purposes of this clause only, a part-time employee is defined
as one who is employed to regularly work less than the number of hours
established as the regular work week, which definition does not include regular
full time employees who are employed to work a full work week but who might be
working shorter hours due to lack of work, sickness, etc. Part-time employees
shall not receive coverage hereunder nor shall their earnings be considered in
calculating the contributions due hereunder. For the purposes of accurate record
keeping, however, part-time employees shall be listed on the contribution report
and their total gross earnings shown. Nothing in this clause shall be construed
as an affirmation or negation of the EMPLOYER'S right to employ part-time
employees or as an indication of what other clauses of this AGREEMENT might or
might not apply to certain employees.

         In the event there is a default in the payment of contributions as
required herein, the payment thereof may be enforced by either process of law or
arbitration and if either suit or arbitration is initiated, the debt owing to
the Fund shall be increased to include the cost of suit and/or arbitration and
an attorney's commission of ten percent (10%) of the payments then in default.

         In consideration of the EMPLOYER'S aforesaid contributions to the Trust
as herein above provided and for so long as the EMPLOYER'S participation in the
Trust is accepted by the Trustees, the Trustees will, beginning with the date of
receipt by the Trust of the EMPLOYER'S first said contribution and continuing
for such part of the duration of this AGREEMENT as the EMPLOYER fully complies
with the terms of this clause in all respects, extend and make available to
employees covered by this AGREEMENT the pension benefits for which such
employees are eligible under the Declaration of Trust, as amended from time to
time, which is by this reference incorporated herein and made a part hereof. If
during the life of this AGREEMENT the EMPLOYER'S participation in the Trust is
rejected or terminated by the Trustees, this clause shall be null and void and
this AGREEMENT shall be reopened and negotiations between the parties entered
into, but only as to the subject of the establishment of other benefits in place
of the U.I.U. Pension Trust, but at a cost of the EMPLOYER not to exceed the
cost of the Contribution hereunder.

SKLA PAGE 42-1999

<PAGE>   43


         12.02 NEGOTIATED BENEFIT OR CONTRIBUTION CHANGES It is understood that
future negotiations between United Steel Workers and Simmons Company will result
in some benefit and contribution changes. Those changes and the effective date
of those changes will be applicable to this agreement.

                                  ARTICLE XIII
                                  ------------
             UNITED STEELWORKERS OF AMERICA. HEALTH AND WELFARE FUND
             -------------------------------------------------------

         13.01 The parties to this Agreement desire that the benefits now
granted by the Board of Trustees of The United Steelworkers of American Health
and Welfare Fund, hereinafter "Fund," and their plan of benefits designated as
Medical Plan E, Prescription Drugs, Dental Plan, Life Insurance, Accidental
Death and Dismemberment and Short-term Disability as more fully described in the
Participation Agreement be provided to the employees employed in the Union's
bargaining unit.

         13.02 - CONTRIBUTION RATES
         The month for which the contribution is due is referred to as the
"benefit month" and the month immediately preceding the benefit month is
referred to as the "wage month." The employer shall each and every benefit month
make the following monthly contribution to the FUND on each and every eligible
employee who elects benefit coverage.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Effective April 23, 1999
-------------------------------------------------------------------------------
  USWA HEALTH &                               UNION       UNION
  WELFARE PLAN                   COMPANY      MONTHLY     WEEKLY         TOTAL
-------------------------------------------------------------------------------
<S>                            <C>          <C>          <C>          <C>
Single                           $200.69      $24.80       $5.72        $225.49
-------------------------------------------------------------------------------
Single Plus One                  $347.74      $42.98       $9.92        $390.72
-------------------------------------------------------------------------------
Family                           $450.62      $55.59      $12.85        $506.31
-------------------------------------------------------------------------------
</TABLE>

         The Employer and the Union shall have the right to confirm any increase
         or decrease in contribution rates occurring during the term of this
         Agreement. The Fund shall provide the

SKLA PAGE 43-1999

<PAGE>   44

         Employer and the Union with information, including carrier reports and
         other source documentation, reasonably necessary to confirm such rate
         changes. Moreover, if requested the Fund will make a personal
         presentation on an annual basis of any increases or decreases in
         contribution rates. Any increase in total insurance premium costs which
         exceeds five (5%) percent over the previous year's total insurance
         premium costs will give the Company the option to cease participation
         in the USWA Health and Welfare Fund. Any contributions or increases or
         decreases in insurance premium contribution costs will be shared in the
         same ratio of eighty-nine (89%) percent employer and eleven (11%)
         percent employee. If the Company opts out, the Company and Union
         reserve the right to review the plan and mutally determine continuation
         of coverage through a plan offering comparable coverage.

         13.03 - ELIGIBILITY
         Eligible employees are all full-time employees employed within the
Union's Bargaining Unit who have completed thirty (30) days employment prior to
the first calendar day of the Benefit Month. The term also includes eligible
employees who did not work at all during the wage month for any of the following
reasons:
         (a)  Disability due to sickness or accident, up to a maximum
               of six (6) months per disability.
         (b)  Vacation
         (c)  Attendance at Union or Fund Convention, seminar or
               grievance hearing.

         The employer is not required to make a contribution on an employee
whose employment is terminated during the wage month.

         13.04 - EMPLOYEE CONTRIBUTIONS:
         Each such employee must in writing authorize the Employer to deduct the
employee's contributions from the employee's wages and to transmit same to the
Fund. When supplied with such a written authorization the Employer agrees to
make the required deductions and to promptly

SKLA PAGE 44-1999
<PAGE>   45


transmit same to the Fund. Employee contributions are due at the same time as
the Employer contributions.

          Employees who refuse or neglect to provide the Employer with the
necessary written authorization to deduct the required employee contributions
will receive no fund coverage. In those cases in which an employee has supplied
the Employer with the required written authorization but because of lack of
wages the Employer is unable to deduct the employee contribution due for a
particular benefit month, it is the obligation of the employee to pay, in a
timely fashion, to the Employer for transmittal to the Fund, the required
employee contribution. The coverage of such an employee failing to make the
required payment on time is automatically terminated. Employee pre-tax co-pay
will be deducted on a weekly basis.

         13.05 - SICKNESS AND HEALTH AND LIFE INSURANCE
         For those eligible employees who do not elect medical and dental
coverage, the Company will make a monthly contribution to the Fund of $5.50 for
Life/AD&D and $52.92 for disability as provided by the Steelworkers H&W Fund.

         13.06 - PAYMENT OF CONTRIBUTIONS
         Contributions are due from the employer on the tenth (10th) day of the
benefit month, commencing with the month of May, 1990, and each and every month
thereafter so long as this agreement is in force.

         13.07 - COVERAGE
         (a)      HOSPITAL AND MEDICAL BENEFITS . Coverage for newly hired
                  employees and any named dependents will begin on the first day
                  of the month following completion of thirty (30) days of
                  employment. Previously covered employees shall be covered the
                  first day of the calendar month following their return to
                  work.
         (b)      DISABILITY BENEFITS. Newly hired employees shall be eligible
                  for the sixty percent (60%) Indemnity Payment if disabled
                  after completing six (6) months of employment.

SKLA PAGE 45-1999

<PAGE>   46


         (c)      These provisions for newly hired employees shall not apply in
                  the case of those employees who have been "Previously Covered"
                  under the Fund. Such employees and their dependents shall be
                  eligible for all benefits from the date of hire.

         13.08 - ELECTION OF CATEGORY OF COVERAGE AND RIGHT TO CHANGE
         Employees shall elect a category of coverage no later than the first
day of the calendar month following the completion of thirty (30) days
employment. This election may be changed only as provided for in the Plan. Newly
born children must be enrolled within 31 days of birth.

         13.09 - REQUIREMENTS
         The employer shall transmit to the FUND with each contribution a
contribution report on the form furnished by the FUND on which the employer
shall report the names, status, hire and termination dates as applicable, as
well as the total gross earnings of each eligible employee during the wage
month.

         The employer further agrees to supply to the FUND such further
information as may from time to time be requested by it in connection with the
benefits provided by said FUND to said employees, and to permit audits of its
books and records by the FUND for the sole purpose of determining compliance
with the terms and conditions of this agreement.

         13.10 The COMPANY agrees solely to make the contributions required by
the terms of this Agreement. The UNION and the UNITED STEELWORKERS OF AMERICA
HEALTH AND WELFARE FUND agree to hold harmless and indemnify the COMPANY from
any and all claims, grievances, lawsuits, actions at law or inequity relating to
the Plan except a claim that the COMPANY has not paid the contribution required
by this Agreement.

         The COMPANY does not agree to be bound by, and expressly disavows any
obligations imposed upon the COMPANY by, the provisions of any Trust Agreement
or other document

SKLA PAGE 46-1999
<PAGE>   47


pertaining to the UNITED STEELWORKERS OF AMERICA HEALTH AND WELFARE FUND to
which the COMPANY is not a signatory party.

         13.11 -  REINSTATEMENT OF COVERAGE
         The FUND may, in its sole discretion, elect to reinstate coverage
either retroactively or prospectively or both once the amounts owed to the FUND
by the employer are paid in full. If coverage is reinstated prospectively, there
shall, nevertheless, be no coverage for illnesses first manifested during the 10
day period following the date of reinstatement.

         13.12 - PART-TIME EMPLOYEES
         For the purpose of FUND coverage, a part-time employee is one who is
hired to regularly work less than the number of hours established as the regular
work week in this AGREEMENT, which definition does not include regular full-time
employees who are hired to work a full work week but who might be working short
hours because of lack of work, sickness, etc. Part-time employees shall not
receive FUND coverage nor shall the EMPLOYER pay a contribution for such
employees. Nothing in this clause shall be construed as an affirmation or
negation of the EMPLOYER'S right to hire part-time employees.

         13.13 The COMPANY shall have the right to audit the UNITED STEELWORKERS
OF AMERICA HEALTH AND WELFARE FUND periodically.

         13.14 In consideration of the EMPLOYER'S aforesaid payment to said FUND
as herein above provided, the UNION warrants that the Board of Trustees of the
UNITED STEELWORKERS OF AMERICA HEALTH AND WELFARE FUND will, beginning on the
date of receipt by the FUND of the EMPLOYER'S first said payment, and during
such part of the life of this AGREEMENT as the EMPLOYER fully complies with the
terms of such AGREEMENT in all respects, extend and make available to EMPLOYER'S
said employee the benefits for which employees are eligible under the above
designated benefit plan. No benefits will be paid or services furnished to any
employee or employees for whom the EMPLOYER has not paid the required

SKLA PAGE 47-1999
<PAGE>   48


contribution to the FUND except as, and only to the extent, otherwise required
by any applicable State Disability Benefit Insurance Law.

         13.15 NEGOTIATED BENEFIT OR CONTRIBUTION CHANGES It is understood that
future negotiations between United Steel Workers and Simmons Company will result
in some benefit and contribution changes. Those changes and the effective date
of those changes will be applicable to this agreement.

                                  ARTICLE XIV
                                  -----------
                                  JURY SERVICE
                                  ------------

         14.01 Any employee duly called to perform his civic duty to serve on a
jury panel shall be compensated by the COMPANY for the difference between the
daily jury pay received and the average hourly earnings of such employee as
computed in Section 8.05 if an incentive worker or the hourly day work rate for
the classification if a day worker of the employee based on an eight (8) hour
work day. Any employee who is excused from serving shall not be required to
report to his job to complete a partial shift. In the event any employee has
been excused for a full day, he shall report to his job and continue working
until told to report again for jury duty.

                                   ARTICLE XV
                                   ----------
                                 BEREAVEMENT PAY
                                 ---------------

         15.01 DEFINITION
                  Bereavement pay will be granted up to a maximum of three days
for time lost due to death in the immediate family. Immediate family is defined
as mother, mother-in-law, father, father-in-law, brother, half brother, sister,
half sister, grandchildren, spouse or child. No pay shall be granted unless an
employee fails upon request to furnish the COMPANY with reasonable proof of
death and relationship.

         15.02 PAYMENT

SKLA PAGE 48-1999

<PAGE>   49


                   The pay for such loss of time from work will be for eight
hours, straight time at the employee's previous quarter average hourly rate as
computed in Section 8.03.

                                   ARTICLE XVI
                                   -----------
                                 BULLETIN BOARDS
                                 ---------------

         16.01 The UNION may put up bulletin boards at locations specified by
the MANAGEMENT for the following non-controversial UNION announcements:

                  (a)   Notice of UNION recreational or social affairs;
                  (b)   Notice of UNION nominations or elections and
                        results of such elections and nominations;
                  (c)   Notice of UNION Appointment;
                  (d)   Notice of UNION meetings;
                  (e)   Notice of dates when dues payments are to be made;
                  (f)   Notices pertaining to the UNITED STEELWORKERS OF AMERICA
                        Health and Welfare and UIU Pension Programs.

         16.02 The UNION agrees that all notices so posted as above stated shall
be signed by the Secretary or other authorized officer of the UNION and he alone
shall have the power to post such notices on behalf of the UNION and further
agrees that notices are to remain on the bulletin board for a period of not more
than two (2) weeks.

         Before any notices are posted in accordance with the foregoing, a copy
of such notice shall be delivered to the COMPANY Operations Manager, or to the
Labor Relations Specialist where there are such officials. Any of the
aforementioned representatives of the COMPANY may remove from the bulletin board
any notice which does not conform to the requirements of this Article.

                                  ARTICLE XVII
                                  ------------
                                 MILITARY CLAUSE
                                 ---------------


SKLA PAGE 49-1999
<PAGE>   50

         17.01 The COMPANY agrees to comply with all applicable laws relating to
re-employment rights of employees called for military duty.

                                  ARTICLE XVIII
                                  -------------
                              CONTROLLING AGREEMENT
                              ---------------------

         18.01 The parties agree that this agreement supersedes and replaces an
agreement referred to as the Master Multi-plant Working Agreement. No terms
affecting wages, hours or working conditions from the Master Multi-plant Working
Agreement shall be binding on the parties unless expressly agreed to in this
agreement. Further, no bargaining requirements or practices embodied in the
Master Multi-plant Working Agreement are binding on the parties to this
agreement. Neither party will require or request of the other party bargaining
as part of a multi-plant bargaining process.

                                   ARTICLE XIX
                                   -----------
                                 TRAINING PERIOD
                                 ---------------

         19.01 Employees who are recalled, transferred, bid, bump or roll to
another incentive job shall receive his base rate, plus plant bonus. Any
employee who is recalled, transferred, bids, bumps or rolls to a Level 3 job
shall immediately receive the top rate for the classification of said job as
described in this Agreement.

         19.02 In all cases involving transfer, bid, bump, roll or promotion,
the employee or employees concerned shall receive a trial period of at least
thirty (30) working days, provided the employee shows satisfactory progressive
improvements. Such trial period may be extended by mutual AGREEMENT BETWEEN THE
COMPANY and the UNION. If the employee fails to show satisfactory improvement
and is about to be disqualified, the UNION will be so advised immediately. If
the employee and the UNION request an extension of time the COMPANY will
consider such request.

                                   ARTICLE XX
                                   ----------
                 PAY DURING TREATMENT OF WORK-CONNECTED INJURIES
                 -----------------------------------------------

SKLA PAGE 50-1999
<PAGE>   51


20.01    (a)      If an employee is injured in the Plant while performing his
                  work assignment and it is necessary for him to receive
                  treatment by either the COMPANY Nurse or COMPANY Doctor during
                  his regularly scheduled working hours, the COMPANY shall pay
                  for the time spent in the treatment of such injury on the day
                  the injury occurred at his average rate. If either the Nurse
                  or Doctor certifies that such injured employee is unable to
                  continue work because of such injury, the COMPANY will pay for
                  the balance of his scheduled shift at his average rate. If the
                  Doctor requests subsequent visit(s) during his regularly
                  scheduled shift for the treatment of this injury, the COMPANY
                  will pay for the time spent in this treatment at the
                  employee's average rate. To minimize employee inconvenience,
                  such subsequent visits will be scheduled, if possible, during
                  the employee's regular shift. However, where a second or third
                  shift employee is injured on the job and subsequently requires
                  additional treatment for this injury, then such visits shall
                  be scheduled by the COMPANY's Personnel Department at a time
                  consistent with the treating Doctor's office hours.

         (b)      The employee will be clocked out in time to make the
                  appointment as scheduled. When the employee leaves the doctor
                  or nurse, he/she will receive a release form that will show
                  the completion time of the appointment. Upon returning to
                  his/her department, the employee will present this form to
                  his/her supervisor and will be clocked back in for return to
                  work.

         (c)      It is agreed that for all such visits off the COMPANY
                  premises, upon request, the COMPANY will furnish
                  transportation if the employee is unable to drive or has no
                  means of transportation.

         (d)      None of the sections of this paragraph are to be so construed
                  that benefits will inure in addition to or pyramid on
                  disability payments or Workers' Compensation payments.

                                   ARTICLE XXI
                                   -----------

SKLA PAGE 51-1999

<PAGE>   52

                          EQUAL EMPLOYMENT OPPORTUNITY

         SIMMONS COMPANY provides equal employment opportunity to qualified
persons without regard to race, color, religion, creed, national origin, age,
sex, ancestry, handicap, HIV infection, AIDS or AIDS related complex, or veteran
status except where religion, sex, national origin or age is a bona fide
occupational qualification. Our policy relates to all phases of employment
including recruitment, placement, promotion, training, demotion, transfer,
layoff, recall and termination, rates of pay, employee benefits and
participation in all SIMMONS sponsored employee activities.

         We are opposed to all forms of harassment including sexual, racial,
ethnic or religious harassment. Unwelcome sexual advances, requests for sexual
favors, and other verbal or physical conduct of a sexual nature or verbal or
physical conduct directed at a person's race, color, religion, sex, national
origin, age, handicap or veterans status may constitute harassment. Claims of
harassment which come to our attention may result in discipline up to and
including discharge. At any time, if you believe that you have been harassed,
you must report the harassment to your immediate Supervisor or your Human
Resources Manager. A confidential investigation will be conducted.

SKLA PAGE 52-1999

<PAGE>   53


                                  ARTICLE XXII
                                  ------------
                                  SAVING CLAUSE
                                  -------------

         22.01 If any provision of this Shawnee, Kansas Labor Agreement is
invalid or illegal, or declared inoperative or invalid, then such prevision(s)
shall be considered to be deleted in its entirety and the remaining provisions
of the agreement shall remain in full force and effect.

         22.02 The parties recognize the need to maintain compliance with all
federal statutes and regulations and nothing in this agreement shall be
construed to prevent the company from taking actions necessary to comply with
federal law. Further, to the extent any provision of this agreement conflicts
with a federal statute or regulation, the federal law shall govern.

                                  ARTICLE XXIII
                                  -------------
                              EMPLOYEE BIRTHDAY PAY
                              ---------------------

         23.01 Each employee who meets the requirement for holiday eligibility
will receive an additional eight (8) hours pay (computed as per Section 10.08)
during the week in which his birthday occurs, even though he may be on vacation
or absent due to illness or accident. Should the birthday fall on a Saturday,
Sunday, or holiday, the employee will nevertheless receive the above mentioned
eight (8) hours pay. In the event an employee desires to take a day off from
work on his birthday in lieu of eight (8) hours pay, he may do so only if he
gives five (5) working days prior notice to his supervisor. The above will be
administered so as to permit an employee to select a day off in the event his
birthday falls on a Saturday, Sunday, or holiday. Employees on layoff status
will not be eligible for birthday pay if such birthday falls later than fifteen
(15) calendar days following the layoff.

         Employees who are eligible for birthday pay and elect to receive pay in
lieu of a day off by January lst will receive a $100 Birthday check, exclusive
of payroll deductions. If not elected by January 15th, the appropriate clauses
of the contract will apply.

SKLA PAGE 53-1999

<PAGE>   54


                                  ARTICLE XXIV
                                  ------------
                      DURATION AND TERMINATION OF CONTRACT
                      ------------------------------------

         24.01 This AGREEMENT shall be in full force and effect from April 23,
1999 until April 22, 2002.

         24.02 The parties agree that there shall be no reopening of this
AGREEMENT and that this AGREEMENT constitutes the entire AGREEMENT between the
parties and at no time during the life of this AGREEMENT shall either party have
any obligation to negotiate or bargain with the other party with respect to any
points not covered by this AGREEMENT and as to matters covered by this AGREEMENT
only in the manner and to the extent herein provided.

         No other agreements, understandings or practices, contemporaneous or
preexisting, except to the extent that they are expressly included in this
Agreement, shall be binding on either party. Similarly, no subsequent
agreements, understandings or practices shall be valid unless reduced to writing
and signed by the authorized representatives of both parties.

         24.03 This AGREEMENT, shall become effective as described above and
shall continue to remain in full force and effect from year to year thereafter,
unless written notice is given by either party hereto to the other on or before
sixty (60) days prior to the annual expiration date, requesting that the
AGREEMENT be modified or terminated. In the event of such notification, the
parties hereto shall immediately confer and negotiate with reference to a new or
modified AGREEMENT. Negotiations for a new contract shall commence not later
than thirty (30) days from the date of the written notice herein mentioned.

         In the event that neither party notifies the other of its desire to
modify this AGREEMENT, this AGREEMENT subject to such notification shall
continue to remain in effect during the period of negotiations until a new
AGREEMENT has been reached or until either party shall give the other

SKLA PAGE 54-1999

<PAGE>   55

party ten (10) days notice of cancellation. No other notice of modification or
of termination of contract shall be required of either party other than the
notice herein specified. In any event, nothing herein contained shall preclude
either party from modifying or changing or amending its proposals for a new
AGREEMENT.

                                   ARTICLE XXV
                                   -----------
                                  MISCELLANEOUS
                                  -------------

         25.01 Cameras will be used ONLY for appropriate security measures.

                                  ARTICLE XXVI
                                  ------------
                          SEVERANCE AND PLANT CLOSINGS
                          ----------------------------

        26.01 In the event the COMPANY decides to close this facility, at least
a sixty (60) day notice of such event will be given to the District Director of
the United Steelworkers of America. Those employees affected by the plant
closing shall continue to be covered under their existing UNITED STEELWORKERS OF
AMERICA. HEALTH AND WELFARE FUND benefits as outlined in Article XIV of this
AGREEMENT, for an additional four (4) months, and the COMPANY shall be
responsible for the payment of the contributions for the four (4) month period
of coverage.

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<PAGE>   56


                 IN WITNESS WHEREOF, the parties hereunto set their hands and
seals as hereinbefore stated.

SIMMONS COMPANY                             THE UNITED STEEL WORKERS OF AMERICA,
                                            A.F.L., C.I.O., C.L.C.

By
  ------------------------------------      ---------------------------------
Robert K. Barton                            George F. Becker
Senior Vice President, Human Resources      International President

                                            ---------------------------------
                                            Leo W. Gerard
                                            International Secy.-Treas.

                                            ---------------------------------
                                            Richard H. Davis
                                            Int. V.P. (Administration)

                                            ---------------------------------
                                            Leon Lynch
                                            Int. V. P. (Human Affairs)

                                            ---------------------------------
                                            David A. Foster
                                            Director, District 11

                                            ---------------------------------
                                            Jerry T. Johnson
                                            Staff Representative

                                            ---------------------------------
                                            Greg Crane
                                            President LU173

APPENDIX A

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

SKLA PAGE 56-1999
<PAGE>   57

-------------------------------------------------------------
Pay Ranges
-------------------------------------------------------------
                     Minimum       Mid-range        Maximum
-------------------------------------------------------------
Level 1              $11.00          $13.00         $15.00

-------------------------------------------------------------
Level 2              $10.00          $11.25         $12.50

-------------------------------------------------------------
Level 3               $9.50          $10.50         $11.50

-------------------------------------------------------------
Level 4               $9.00                         $10.00
-------------------------------------------------------------

The hourly rate for inventory is $11.00. Each future annual increase will be
added to this rate.

NOTE: The maximum of any range is not to be interpreted as a cap on earnings. An
employee may have a base rate which is near or exceeds the maximum for their Job
Level and will continue to receive annual increases, applicable pay for skills,
and may be eligible for base rate increases based on increased productivity as
defined in the contract.

The Pay Ranges are established for placement of new hires and for guidelines.

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                                       57
<PAGE>   58


APPENDIX B

CLASSIFICATION STRUCTURE FOR PAY PLUS BONUS PLAN

Level                   Classification Designation
-----                   --------------------------
I.                      A.  Quilt Machines
                        B.  Close Mattress
                        C.  Ultrasonic Coil Operator
                        D.  Border Quilt Machines

II.                     A.  Box Spring (Hem, Label, Tape)
                        B.  Sew Matt (Overcast)
                        C.  Sew Labels
                        D.  Border Room
                        E.  Attach handles & vents
                        F.  Beechik Operator
                        G.  Hog Ring
                        H.  HMB Operator
                        I.  Top Off assembler
                        J.  Assemble Box Spring Frames
                        K.  Box Spring Radius & Ease Corners
                        L.  Upholsterer B/S
                        M.  Cutter
                        N.  Repair (Quilt Panels and Borders)

III.                    A.  Shipping and Receiving
                        B.  Inspector
                        C.  Sweeper
                        D.  Material Handler
                        E.  Packing Maching

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                                       58
<PAGE>   59



IV.                     A.  New Hire








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                                       59
<PAGE>   60


APPENDIX C

                               PAY PLUS GUIDELINES
                               -------------------

ESTABLISHMENT OF BASE RATES FOR MOVEMENT BETWEEN JOB CLASSIFICATIONS AND LEVELS:

A.   An employee who changes his/her classification that involves a drop from
     one pay level to another will retain his/her current base rate or the
     midpoint of the new range, whichever is lower. He/she may be eligible for a
     rate adjustment after meeting or exceeding minimum goals for the new job.
     (See section entitled "Base Rate changes for Newly Hired, Transferred or
     Existing Employees".)

B.   An employee who changes his/her classification that involves moving up from
     one pay level to another will receive a $.50 increase to their current base
     rate or the minimum of the new range (whichever is higher). The employee
     must quality on the new job prior to receiving a base rate increase but in
     any event, the employee will receive the base rate increase upon completion
     of thirty (30) calendar days following acceptance of the bid; provided
     however that should the employee be disqualified from the job, the employee
     will forfeit such increase. As an exception, any such employee with prior
     experience on the new job will be credited with such prior experience and
     placed in the appropriate pay range accordingly if higher.

C.   An employee who moves from classification to classification within a
     pay level will remain at their current base rate. Rate Adjustments will
     be considered as described in Section entitled "Base Rate Changes for
     Newly Hired, Transferred or Existing Employees".

D.   Any employee who fails to qualify on a job which was bid may exercise
     his/her rights under Section 7.24. The employee's base rate will be
     adjusted according to A, B, or C above.

BASE RATE CHANGES FOR NEWLY HIRED, TRANSFERRED, OR EXISTING EMPLOYEES:
----------------------------------------------------------------------

         Level 1 and 2 employees may petition the Company for a base rate
increase of $.50. A request shoulc be submitted to the Company by the Union for
a performance evaluation that will involve a review of that individual's
performance based upon the individual skills defined in the P.P.B. program
(Quality, Productivity, and Customer Service).

         Level 1 and 2 employees' base rate can be adjusted based on the
following: Achieving a productivity rate of 15% greater than their current
standard of productivity and maintaining that rate for sixty (60) calendar days
and having no documented quality counseling or documented attendance warning
during such sixty (60) day period.

         Level 3 employees may petition the company for a base rate increase of
$.50 if additional duties have been added and performed satisfactorily for
thirty (30) calendar days and having no documented quality counseling or
documented attendance warnings during such 30 day period.

         Requests for evaluation may be made no more than three (3) times during
the year with no less than three (3) months between requests.

NEW HIRES:

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                                       60

<PAGE>   61


         New hires will be paid $9.00 per hour. With satisfactory performance
after thirty (30) calendar days of employment or in any event upon completion of
the probationary period, such employees performing Level 3 jobs will begin
receiving the plant-wide bonus. Upon completion of the probationary period, such
employees will be placed in the Level 3 pay range.

         Upon meetin the minimum performance standards for the job or in any
event upon completion of the probationary period, new hires training for or
performing Level 1 or 2 jobs will be paid the minimum hourly wage rate for the
job level and will receive the plant-wide bonus.

         Upon completion of the probationary period, new hires will become
eligible for evaluation for base rate increases as described above.

PAY FOR SKILLS

         Any employee can have up to a maximum of three (3) additional skills.
Each additional skill will receive a twenty-five (.25) cents premium applied to
the employee's base rate and shall remain a permanent part of such employee's
base rate as long as the employee is deemed a "Multi-Skilled Employee". The
Company will allow for a minimum of seven (7) individuals that may be eligible
for this additional benefit.

         Bids shall be posted for "Multi-Skilled Employees" for each particular
job. Bidding procedures will be followed as defined in the Shawnee, Kansas
contract except that restrictive bidding provisions shall not apply.

         All bidders shall be required to demonstrate that they are capable of
performing the work and the final selection of successful bidder(s) will be
based on seniority. Such employees may be required by the Company to physically
perform the job in question for a period of time not to exceed two (2) weeks in
order to demonstrate that he/she is capable of performing the work. This
paragraph only applies to the bid process for "Multi-Skilled" positions.

         If more than the needed number of qualified employees respond to the
posting, the Company will use rule of seniority for selection.

         If less than the needed number of qualified employees respond to the
posting, the Company will use rule of seniority for selection of voluntary
trainees for the position.

         The Company agrees there will be no upward (higher pay level)
assignments, only lateral (within pay level) or downward (lower pay level)
movements for employees other than "Multi-Skilled" employees. This applies only
to temporary assignments and does not apply to the bidding procedure. Employees
assigned laterally or downward shall suffer no reduction in pay as a result of
such assignment.

SKLA PAGE 61-1999
                                       61
<PAGE>   62



APPENDIX D

SUBSTANCE ABUSE POLICY

It is the Company's policy to identify and help those employees with substance
abuse problems and to encourage them to seek help on their own. Applicants
identified as being substance abusers will be denied employment and encouraged
to seek help. Employees who are identified as being substance abusers may be
referred for counseling or rehabilitation as appropriate. However, the
possession, use, transfer, manufacture or sale of illegal drugs, or legal drugs
without a valid prescription, on Company property or on Company time will result
in termination. The use of alcohol on Company property or on Company time will
result in termination.

        TESTING OF APPLICANTS
        ---------------------

All applicants will be required to undergo a drug screening test after a
conditional offer of employment has been extended. Employment will be denied to
any applicant whose drug screen reveals the presence of illegal drugs or
prescription drugs without a valid prescription or alcohol.

        TESTING OF EMPLOYEES
        --------------------

Reporting to duty or working with drugs present in the body or while under the
influence of alcohol will result in termination. Testing may be required under
the following circumstances, and where allowed by applicable state and local
laws:

When an employee is involved in an accident, during working hours or on company
property, resulting in injuries requiring medical treatment off-site.

- When the Company has reasonable cause and suspicion.
Circumstances that could be indicators of a substance abuse problem and
considered reasonable suspicion are:

A.      Observed alcohol or drug use during work hours or on company premises
B.      Apparent physical state of impairment
C.      Incoherent mental state

SKLA PAGE 62-1999

                                       62
<PAGE>   63


D.      Marked changes in personal behavior that are otherwise unexplainable
E.      Deteriorating work performance that is not attributable to other factors
F.      Accidents or other actions that provide reasonable cause to believe the
        employee may be under the influence

- When an employee has had a positive test and been referred for counseling or
rehabilitation under this policy, subject to a maximum of two times for 24
months following such positive test.

The Company intends to utilize the most accurate and reliable testing methods
available. Failure or refusal by an employee to cooperate with the program or to
submit to a test under the circumstances discussed above upon request, will be
grounds for termination of employment.

        DRUG SCREEN LIMITS
        ------------------

The cut-off levels set forth below will be used for the initial screening of
specimens to determine whether they are negative for the following drugs:

Amphetamines                        1000
Barbiturates                        200
Benzodiazepines                     200
Cannabinoids                        50
Cocaine Metabolite                  300
Methaqualone                        300
Opiate Metabolite                   300
Phencyclidine (PCP)                 25
Propoxphene                         300
Methadone                           300
Alcohol                                       .05


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                                       63
<PAGE>   64


Any urine specimen identified as positive on the initial test screen will be
confirmed by a second analytical procedure independent from the initial test and
which uses a different chemical technique and procedure.

        IMPAIRED EMPLOYEES
        ------------------

An employee who is considered impaired will be sent to a medical facility for
testing (by taxi or other safe transportation alternative depending on the
determination of the observed impairment, accompanied by the supervisor or
another employee if necessary). An impaired employee shall not be allowed to
drive. An employee who is considered impaired will be suspended pending the
results of the test.

        DISCIPLINARY ACTION
        -------------------

If test results are positive as defined under "Drug Screen Limits", the employee
will be terminated.

An employee who is tested under this policy and has an alcohol level of .05 up
to .08 will be suspended without pay for two calendar weeks. A second offence in
this range will result in immediate termination.

        COUNSELING AND REHABILITATION
        -----------------------------

VOLUNTARY REFERRAL

Employees are encouraged to voluntarily request counseling or rehabilitation
before their substance abuse leads to disciplinary or other work-related
problems. A request may be made by contacting the Human Resources Department. No
employee will have job security jeopardized by such a good faith request
provided the request is made before any incident (as described above) which
would allow the Company to administer a drug screen. For the two- year period
immediately following the employee's completion of counseling or rehabilitation,
the company retains the right to randomly test that employee up to a maximum of
two times. If the employee has a positive test result, the employee will be
terminated.

Any employee suffering from an alcohol or drug problem who rejects treatment or
who leaves a treatment program prior to being properly discharged will be
immediately terminated. No employee will be eligible for

SKLA PAGE 64-1999
                                       64
<PAGE>   65

this employee assistance program more than one time. The recurrence of an
alcohol or drug problem will be cause for termination.

        NOTIFICATION OF CONVICTIONS
        ---------------------------

Under Federal law, any employee convicted of any criminal drug offense committed
on Company property or while on Company business must notify the Company of the
conviction within five days after the conviction. The Company must then notify
each federal government
 agency with whom the Company holds an applicable government contract and advise
that the conviction has occurred.

        CONFIDENTIALITY
        ---------------

All information concerning medical examinations, drug or alcohol testing
results, counseling or rehabilitation of any employee will be treated
confidentially.

        OFFICIAL SUBSTANCE ABUSE POLICY
        -------------------------------

This document is the Company's official Substance Abuse Policy. The policy is
available to all employees for their review and should be consulted with respect
to any specific questions. This Policy is not intended to affect the Company's
right to manage its workplace or discipline its employees.

Also, this Policy does not guarantee employment or guarantee terms or conditions
of employment. No contract for employment, either expressed or implied, is
created by this Policy.

I HAVE BEEN PROVIDED A WRITTEN COPY OF THE SIMMONS COMPANY'S SUBSTANCE ABUSE
POLICY, AND I AM AWARE OF MY OBLIGATIONS UNDER THE COMPANY'S POLICY.

EMPLOYEE NAME:

EMPLOYEE SIGNATURE:

DATE:




SKLA PAGE 65-1999

                                       65


<PAGE>   66

USWA #173









SKLA PAGE 66-1999

                                       66

<PAGE>   67
APPENDIX E

                                ATTENDANCE POLICY
                                -----------------

Refer to current Shawnee Kansas plant attendance policy.






SKLA PAGE 67-1999

                                       67
<PAGE>   68


APPENDIX F

                               DISCIPLINARY POLICY
                               -------------------

        SIMMONS corporate view is that the disciplinary procedure is not
designed to punish employees, particularly for less serious offenses, but,
rather, to educate, correct and train people as effective team members who can
be counted on to give reliable productive performance.

        Finally, time itself is the best measure of correction in any
individual, regardless of job or authority. In the situation of the lesser
offenses as contrasted with the more serious offenses described in Section 2.03
of this AGREEMENT, each manager is cautioned with the need to believe that the
employee has corrected his problem in the event there is no repetition of such
within one year of the last infraction. In that event, the process is to begin
anew.


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                                       68