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                                                                    Exhibit 4.5

                                   [Form of]
                                 SIMMONS COMPANY
                              One Concourse Parkway
                             Atlanta, Georgia 30328


                            EXCHANGE AGENT AGREEMENT


                                            __________ __, 1999


SunTrust Bank, Atlanta
25 Park Place, 24th Floor
Atlanta, Georgia  30303-2900



Ladies and Gentlemen:

         Simmons Company, a Delaware corporation (the "Company"), proposes to
make an offer (the "Exchange Offer") to exchange up to $150,000,000 aggregate
principal amount of its 10 1/4% Series B Senior Subordinated Notes due 2009 (the
"Exchange Notes"), which have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), for a like principal amount of its
outstanding 10 1/4% Senior Subordinated Notes due 2009 (the "Notes"), of which
$150,000,000 aggregate principal amount is outstanding. The terms and conditions
of the Exchange Offer as currently contemplated are set forth in a prospectus,
dated ______________, 1999 (the "Prospectus"), a copy of which is attached to
this Agreement as Attachment A, proposed to be distributed to all record holders
of the Notes. Capitalized terms used herein and not otherwise defined shall have
the meaning assigned to them in the Prospectus.

         The Company hereby appoints SunTrust Bank, Atlanta to act as exchange
agent (the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to SunTrust Bank, Atlanta. SunTrust Bank,
Atlanta hereby accepts the appointment as Exchange Agent for the purposes of
receiving, accepting for delivery and otherwise acting upon the tenders of the
Notes by the Holders thereof, receiving the Exchange Notes from the Company,
delivering the Exchange Notes to persons participating in the Exchange Offer and
performing any other action to effect the Exchange Offer in accordance with the
terms and procedures set forth in the Prospectus and the Letter of Transmittal.

         The Exchange Offer is expected to be commenced by the Company on or
about __________, 1999. The Letter of Transmittal accompanying the Prospectus is
to be used by the 

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holders of the Notes to accept the Exchange Offer, and contains instructions
with respect to the Exchange Offer.

         The Exchange Offer shall expire at 5:00 p.m., New York City time, on
__________, 1999 or on such later date or time to which the Company may extend
the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions
set forth in the Prospectus, the Company expressly reserves the right to extend
the Exchange Offer from time to time and may extend the Exchange Offer by giving
oral (promptly confirmed in writing) or written notice to you no later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date.

         The Company expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Notes not theretofore
accepted for exchange, upon the occurrence of any of the conditions of the
Exchange Offer specified in the Prospectus under the caption "The Exchange
Offer--Conditions of the Exchange Offer." The Company will give oral (promptly
confirmed in writing) or written notice of any amendment, termination or
nonacceptance to you as promptly as practicable.

         In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:

         1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus captioned "The Exchange
Offer," as specifically set forth herein and such duties which are necessarily
incidental thereto; provided, however, that in no way will your general duty to
act in good faith be discharged by the foregoing.

         2. You will establish an account with respect to the Notes at The
Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of
the Exchange Offer within two business days after the date of the Prospectus or,
if you already have established an account with the Book-Entry Transfer Facility
suitable for the Exchange Offer, you will identify such pre-existing account to
be used in the Exchange Offer, and any financial institution that is a
participant in the Book-Entry Transfer Facility's systems may make book-entry
delivery of the Notes by causing the Book-Entry Transfer Facility to transfer
such Notes into your account in accordance with the Book-Entry Transfer
Facility's procedure for such transfer.

         3. You are to examine each of the Letters of Transmittal, certificates
for the Notes and confirmations of book-entry transfers into your account at the
Book-Entry Transfer Facility and any Agent's Message or other documents
delivered or mailed to you by or for holders of the Notes to ascertain whether:
(i) the Letters of Transmittal and any such other documents are duly executed
and properly completed in accordance with instructions set forth therein and
(ii) the Notes have otherwise been properly tendered. In each case where the
Letter of Transmittal

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or any other document has been improperly completed or executed or any of the
certificates for Notes are not in proper form for transfer or some other
irregularity in connection with the acceptance of the Exchange Offer exists, you
will endeavor to inform the exchanging holder or the Book-Entry Transfer
Facility of the existence of the irregularity and the need for fulfillment of
all requirements and to take any other action as may be necessary or advisable
to cause such irregularity to be corrected. The Exchange Agent is not authorized
to accept any tender of Notes which you reasonably deem to be defective, unless
the Exchange Agent shall have received written notice from the Company as
provided in paragraph 4 hereof that any defect or irregularity in such tender
has been cured or waived and that such tender has been accepted by the Company.

         4. Upon the Exchange Agent's determination that any tender is
defective, the Exchange Agent shall notify the Company and, after consultation
with and on the written instructions of the Company, use reasonable efforts to
notify the person tendering such Notes or the Book-Entry transfer Facility, as
the case may be, of such determination. If necessary, the Exchange Agent will
return the certificates evidencing such Notes in the manner described herein.
The Company shall have the absolute right to (i) reject any and all Notes not
properly tendered, (ii) determine whether any tender of Notes is valid and (iii)
reject any Notes the Company's acceptance of which would, in the opinion of
counsel for the Company, be unlawful; it being understood that the Exchange
Agent shall have neither discretion nor responsibility with respect to such
matters. The Company shall also have the right in its sole discretion to waive
any defects, irregularities or conditions of tender as to particular Notes. The
interpretations by the Company of the terms and conditions of the Exchange
Offer, each submitted Letter of Transmittal, each submitted Notice of Guaranteed
Delivery and each other document or instrument submitted to it in connection
with the Exchange Offer (including, without limitation, the determination of
whether any tender of Notes is valid) shall be final and binding. With the
approval of the Chief Executive Officer and President or the Executive Vice
President-Finance and Administration and Chief Financial Officer of the Company
(such approval, if given orally, to be confirmed in writing), you are authorized
to waive any irregularities in connection with any tender of Notes pursuant to
the Exchange Offer.

         5. Tenders of Notes may be made only as set forth in the section of the
Prospectus captioned "The Exchange Offer--Procedures for Tendering" or in the
Letter of Transmittal, and Notes shall be considered properly tendered to you
only when tendered in accordance with the procedures set forth therein.

         Notwithstanding the provisions of this paragraph 5, Notes which the
Company or any other party designated by the Company in writing shall approve as
having been properly tendered shall be considered to be properly tendered (such
approval, if given orally, shall be confirmed in writing).

         6. You shall advise the Company with respect to any Notes delivered
subsequent to the Expiration Date and accept its instructions with respect to
the disposition of such Notes.

         7. You shall accept tenders:


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                  a. in cases where the Notes are registered in two or more
names only if signed by all named holders;

                  b. in cases where the signing person (as indicated on the
Letter of Transmittal) is acting in a fiduciary or a representative capacity
only when proper evidence of his or her authority to so act is submitted; and

                  c. from persons other than the registered holder of Notes
provided that customary transfer requirements, including any applicable transfer
taxes, are fulfilled.

         You shall accept partial tenders of Notes where so indicated and as
permitted in the Letter of Transmittal and deliver certificates for Notes to the
transfer agent for split-up and return any untendered Notes to the holder (or to
such other person as may be designated in the Letter of Transmittal) as promptly
as practicable after expiration or termination of the Exchange Offer.

         8. Upon satisfaction or waiver of all of the conditions to the Exchange
Offer, the Company will notify you (such notice if given orally, to be promptly
confirmed in writing) of the Company's acceptance, promptly after the Expiration
Date, of all Notes properly tendered and you, on behalf of the Company, will
exchange such Notes for Exchange Notes and cause such Notes to be canceled.
Delivery of Exchange Notes will be made on behalf of the Company by you at the
rate of $1,000 principal amount of Exchange Notes for each $1,000 principal
amount of Notes tendered promptly after notice (such notice if given orally, to
be promptly confirmed in writing) of acceptance of said Notes by the Company;
provided, however, that in all cases, Notes tendered pursuant to the Exchange
Offer will be exchanged only after timely receipt by you of certificates for
such Notes (or confirmation of book-entry transfer into you account at the
Book-Entry Transfer Facility), a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) with any required signature guarantees (or
Agent's Message in lieu thereof) and any other required document. You shall
issue Exchange Notes only in denominations of $1,000 or any integral multiple
thereof.

         9. Tenders pursuant to the Exchange Offer are irrevocable, except that,
subject to the terms and upon the conditions set forth in the Prospectus and the
Letter of Transmittal, Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time on or prior to the Expiration Date.

         10. The Company shall not be required to exchange any Notes tendered if
any of the conditions set forth in the Exchange Offer are not met. Notice of any
decision by the Company not to exchange any Notes tendered shall be given (such
notice, if given orally, shall be promptly confirmed in writing) by the Company
to you.

         11. If, pursuant to the Exchange Offer, the Company does not accept for
exchange all or part of the Notes tendered because of an invalid tender, the
occurrence of certain other events set 
 

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forth in the Prospectus under the caption "The Exchange Offer--Conditions of the
Exchange Offer" or otherwise, you shall as soon as practicable after the
expiration or termination of the Exchange Offer return those certificates for
unaccepted Notes (or effect the appropriate book-entry transfer of the
unaccepted Notes), and return any related required documents and the Letters of
Transmittal relating thereto that are in your possession, to the persons who
deposited them.

         12. All certificates for reissued Notes or for unaccepted Notes shall
be forwarded by (a) first-class mail, return receipt requested, under a blanket
surety bond protecting you and the Company from loss or liability arising out of
the non-receipt or non-delivery of such certificates or (b) by registered mail
insured separately for the replacement value of such certificates.

         13. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons or
to engage or utilize any person to solicit tenders.

         14. As Exchange Agent hereunder you:

                  a. will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness of Notes,
and will not be required to and will make no representation as to the validity,
value or genuineness of the Exchange Offer; provided, however, that in no way
will your general duty to act in good faith be discharged by the foregoing;

                  b. shall not be obligated to take any legal action hereunder
which might in your reasonable judgment involve any expense or liability, unless
you shall have been furnished with reasonable indemnity;

                  c. shall not be liable to the Company for any action taken or
omitted by you, or any action suffered by you to be taken or omitted, without
gross negligence, misconduct or bad faith on your part, by reason of or as a
result of the administration of your duties hereunder in accordance with the
terms and conditions of this Agreement or by reason of your compliance with the
instructions set forth herein or with any written or oral instructions delivered
to you pursuant hereto, and may conclusively rely on and shall be fully
protected in acting in good faith in reliance upon any certificate, instrument,
opinion, notice, letter, facsimile or other document or security delivered to
you and reasonably believed by you to be genuine and to have been signed by the
proper party or parties;

                  d. may reasonably act upon any tender, statement, request,
comment, agreement or other instrument whatsoever not only as to its due
execution and validity and the effectiveness of its provisions, but also as to
the truth and accuracy of any information contained therein, which you shall in
good faith reasonably believe to be genuine or to have been signed or
represented by a proper person or persons;


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                  e. may conclusively rely on and shall be fully protected in
acting upon written or oral instructions from any officer of the Company with
respect to the Exchange Offer;

                  f. shall not advise any person tendering Notes pursuant to the
Exchange Offer as to the wisdom of making such tender or as to the market value
or decline or appreciation in market value of any Notes; and

                  g. may consult with your counsel with respect to any questions
relating to your duties and responsibilities and the written opinion of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by you hereunder in good faith and in
accordance with such advice or written opinion of such counsel.

         15. You shall take such action as may from time to time be requested by
the Company or its counsel (and such other action as you may reasonably deem
appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the
Notice of Guaranteed Delivery, or such other forms as may be approved from time
to time by the Company, to all persons requesting such documents and to accept
and comply with telephone requests for information relating to the Exchange
Offer, provided that such information shall relate only to the procedures for
accepting (or withdrawing from) the Exchange Offer. The Company will furnish you
with copies of such documents at your request. All other requests for
information relating to the Exchange Offer shall be directed to the Secretary of
the Company at: One Concourse Parkway, Atlanta, Georgia 30328.

         16. You shall advise by facsimile transmission or telephone, and
promptly thereafter confirm in writing to the Company and Ropes & Gray, counsel
for the Company, and such other person or persons as they may request, weekly,
and more frequently, if reasonably requested, up to and including the Expiration
Date, as to the principal amount of the Notes which have been tendered pursuant
to the Exchange Offer and the items received by you pursuant to this Agreement,
separately reporting and giving cumulative totals of the items properly
received, items improperly received and items covered by Notices of Guaranteed
delivery. You shall also provide the Company or any such other person or persons
as the Company may request from time to time prior to the Expiration Date with
such other information as the Company or such other person may reasonably
request. In addition, you shall grant to the Company and such persons as the
Company may request, access to those persons on your staff who are responsible
for receiving tenders, in order to ensure that immediately prior to the
Expiration Date, the Company shall have received information in sufficient
detail to enable them to decide whether to extend the Exchange Offer. You shall
prepare a list of persons who failed to tender or whose tenders were not
accepted and the aggregate principal amount of Notes not tendered or not
accepted and deliver said list to the Company at least seven days prior to the
Expiration Date. You shall also prepare a final list of all persons whose
tenders were accepted, the aggregate principal amount of Notes tendered and the
aggregate principal amount of Notes accepted and deliver said list to the
Company.



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         17. Letters of Transmittal and Notices of Guaranteed Delivery shall be
stamped by you as to the date and the time of receipt thereof and shall be
preserved by you for a period of time at least equal to the period of time you
preserve other records pertaining to the transfer of securities. You shall
dispose of unused Letters of Transmittal and other surplus materials by
returning them to the Company.

         18. For services rendered as Exchange Agent hereunder you shall be
entitled to a fee of $[ ] and you shall be entitled to reimbursement of your
expenses (including fees and expenses of your counsel, which fees are expected
under normal circumstances to be not in excess of $[ ]) incurred in connection
with the Exchange Offer.

         19. You hereby acknowledge receipt of the Prospectus and the Letter of
Transmittal attached hereto and further acknowledge that you have examined each
of them to the extent necessary to perform your obligations hereunder. Any
inconsistency between this Agreement, on the one hand, and the Prospectus and
the Letter of Transmittal (as they may be amended from time to time), on the
other hand, shall be resolved in favor of the latter two documents, except with
respect to the duties, liabilities and indemnification of you as Exchange Agent,
which shall be controlled by this Agreement.

         20. The Company agrees to indemnify and hold you (and your officers,
directors, employees and agents) harmless in your capacity as Exchange Agent
hereunder against any liability, cost or expense, including reasonable
attorney's fees, arising out of or in connection with the acceptance or
administration of your duties hereunder, including, without limitation, in
connection with any act, omission, delay or refusal made by you in reasonable
reliance upon any signature, enforcement, assignment, certificate, order,
request, notice, instruction or other instrument or document reasonably believed
by you to be valid, genuine and sufficient and in accepting any tender or
effecting any transfer of Notes reasonably believed by you in good faith to be
authorized, and in delaying or refusing in good faith to accept any tenders or
effect any transfer of Notes; provided, however, that the Company shall not be
liable for indemnification or otherwise for any loss, liability, cost or expense
to the extent arising out of your gross negligence, willful breach of this
Agreement, willful misconduct or bad faith. In no case shall the Company be
liable under this indemnity with respect to any claim against you unless the
Company shall be notified by you, by letter or cable or by facsimile confirmed
by letter, of the written assertion of a claim against you or of any other
action commenced against you, promptly after you shall have received any such
written assertion or commencement of action. The Company shall be entitled to
participate at its own expense in the defense of any such claim or other action.
You shall not compromise or settle any such action or claim without the consent
of the Company.

         21. This Agreement and your appointment as Exchange Agent hereunder
shall be construed and enforced in accordance with the laws of the State of New
York applicable to agreements made and to be performed entirely within such
state, without regard to conflicts of 


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law principles, and shall inure to the benefit of, and the obligations created
hereby shall be binding upon, the successors and assigns of each of the parties
hereto.

         22. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which taken together
constitute one and the same agreement.

         23. In case any provision of this Agreement shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

         24. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, canceled or waived, in whole or in part, except by a written
instrument signed by a duly authorized representative of the party to be
charged. This Agreement may not be modified orally.

         25. Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile)
and shall be given to such party, addressed to it, at its address or telecopy
number set forth below:

         If to the Company, to:

                  Simmons Company
                  One Concourse Parkway
                  Atlanta, Georgia  30328
                  Attention:  John Daiker
                  Facsimile:  (707) 392-2565

         with a copy to:

                  Ropes & Gray
                  One International Place
                  Boston, Massachusetts  02110
                  Attention:  Lauren I. Norton, Esq.
                  Facsimile:  (617) 951-7050

         If to the Exchange Agent, to:

                  SunTrust Bank, Atlanta
                  25 Park Place, 24th Floor
                  Atlanta, Georgia  30303-2900
                  Attention:  Olga Warren
                  Facsimile:  (404) 240-2030


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         With a copy to:

                  Powell Goldstein Frazer & Murphy
                  191 Peachtree Street, Suite 1600
                  Atlanta, Georgia  30303
                  Attention:  Gregory H. Worthy
                  Facsimile:  404-572-6099

         26. Unless terminated earlier by the parties hereto, this Agreement
shall terminate 90 days following the Expiration Date. Notwithstanding the
foregoing, Paragraphs 18 and 20 shall survive the termination of this Agreement.
Except as provided in Paragraph 17, upon any termination of this Agreement, you
shall promptly deliver to the Company any funds or property (including, without
limitation, Letters of Transmittal and any other documents relating to the
Exchange Offer) then held by you as Exchange Agent under this Agreement.

         27. This Agreement shall be binding and effective as of the date
hereof.



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         Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.

                                            SIMMONS COMPANY


                                            By:______________________________
                                            Name:
                                            Title:



Accepted as of the date first above written:

SUNTRUST BANK, ATLANTA
as Exchange Agent


By:  __________________________________
     Name:
     Title: