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                                                                    EXHIBIT 10.2
                                  July 14, 2005


Mr. Robert Burch
[Address]


Dear Rob:

         In consideration of your employment with Simmons, we would like to
offer you a two year severance benefit in return for your agreement to certain
matters as set out in specific detail below. It is important for you to read
this in detail and understand it before you sign it. Do not hesitate to ask
questions.

         1. SEVERANCE BENEFIT. If you are terminated without Cause (as defined
below) by Simmons Bedding Company ("Simmons", "we" or "us"), then until the
second anniversary of the date on which termination is effective (the
"Termination Date"), you shall be paid severance at a rate equal to 100% of your
current salary in effect at the time notice of termination is given, such
severance to be paid on a regular pay period basis. You will not be eligible for
any bonuses during this two year severance period.

         2. RESTRICTIVE COVENANTS. In consideration for the benefit outlined
above, you agree to the following:

                  a) NONCOMPETE. You acknowledge that you will be engaged to
perform certain Duties (as defined below) for Simmons. For a period of two years
from your Termination Date, you shall not (i) directly or indirectly, perform
the Duties for any Competing Entity (defined below) within a radius of 35 miles
of any city in which you performed the Duties or in which individuals you
directly supervised performed such Duties during the one year period prior to
your Termination Date, or (ii) be an owner, partner, investor, consultant,
agent, employee, or co-venturer of any Competing Entity. If, during this two
year period, Simmons determines that you are competing in violation of this
provision, then Simmons may immediately cease making the severance payments
described above.

                  b) NONSOLICITATION OF CUSTOMERS. For a period of two years
from your Termination Date, you promise that you will not, directly or
indirectly, on your own behalf or on behalf of or in conjunction with any person
or legal entity, actively solicit the business or patronage of any of the
clients, customers, or accounts that you managed, serviced, or called upon on
Simmons' behalf or about whom you learned Confidential Information, at any time
during the one year prior to the Termination Date, for the purpose of selling,
marketing, designing or manufacturing mattresses and mattress-related products.


                  c) NONSOLICITATION OF EMPLOYEES. For a period of two years
from your Termination Date, you promise that you will not, directly or
indirectly, on your own behalf or on behalf of or in conjunction with any person
or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit, or
induce, any non-clerical employee of the Company (as defined below) with whom
you had contact while you were performing your Duties, to terminate their
employment relationship with the Company.

                  d) NONDISCLOSURE OF CONFIDENTIAL INFORMATION. You acknowledge
that the Company continually develops Confidential Information (as defined
below), that you may develop Confidential Information for the Company and that
you may learn of Confidential Information during the course of employment. You
will comply with the policies and procedures of the Company for protecting
Confidential Information and agree not to disclose to any person (except as
required by applicable law or for the proper performance of your duties and
responsibilities to Simmons), or use for your own benefit or gain, any
Confidential Information obtained by you incident to your employment or other
association with the Company. You understand that this restriction shall
continue for a period of five (5) years after your Termination Date; provided
that, for any Confidential Information that constitutes Trade Secrets (as
defined below) under applicable law, the restrictions shall continue for as long
as such information remains a Trade Secret.

                  e) PROTECTION OF DOCUMENTS. All documents, records, tapes and
other media of every kind and description relating to the business, present or
otherwise, of the Company and any copies, in whole or in part, thereof (the
"Documents"), whether or not prepared by you, shall be the sole and exclusive
property of the Company. You shall safeguard all Documents and shall surrender
to Simmons at the time your employment terminates, or at such earlier time or
times as the Board or its designee may specify, all Documents then in your
possession or control.



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                  f) OUTSIDE ACTIVITIES. You agree that during your employment
with Simmons, you will not undertake any outside activity, whether or not
competitive with the business of the Company, that could reasonably give rise to
a conflict of interest with your duties and obligations to the Company.

                  g) OWNERSHIP OF SECURITIES. Notwithstanding the provisions in
this letter, you shall have the right to (a) invest in or acquire any class of
securities issued by any entity that is not a Competing Entity, or (b) acquire
as a passive investor (with no involvement in the operations or management of
the business) up to 1% of any class of securities which is (i) issued by any
Competing Entity, and (ii) publicly traded on a national securities exchange or
over-the-counter market.

                  h) NO DISPARAGEMENT. You agree that for two years following
the Termination Date, you will not, directly or indirectly, either in writing or
by any other medium, make any disparaging, derogatory or negative statement,
comment or remark about the Company, or any of them, or Thomas H. Lee Partners,
or any of their respective officers, directors, employees, successors and
assigns, affiliates, subsidiaries, as the case may be; provided, however, that
this shall not be construed to require you to provide other than truthful
testimony when compelled to testify.

         3. DEFINITIONS. The terms used above shall have the meanings as set
forth below:

         "Cause" shall mean any one or more of the following:

                           (a) You shall have been convicted of, or shall have
                           pleaded guilty or nolo contendere to, any felony or a
                           crime involving fraud, personal dishonesty or moral
                           turpitude (whether or not in connection with your
                           employment);

                           (b) You shall have repeatedly or consistently failed
                           or refused to perform your duties or fulfill your
                           responsibilities to Simmons, after verbal notice and
                           ten (10) days opportunity to cure;

                           (c) You shall have breached any provision set forth
                           in this letter or any other material obligation set
                           forth in the offer letter, restricted stock
                           agreement, securityholder agreement or related
                           agreements, company handbook or other company policy;
                           or

                           (d) You shall have committed any fraud, embezzlement,
                           misappropriation of funds, breach of fiduciary duty
                           or other act of dishonesty against Simmons.

         "Company" includes Simmons, its direct and indirect parent companies,
THL-SC Bedding Company and Simmons Company, and all of Simmons's direct and
indirect subsidiaries and affiliates, and their respective successors and
assigns (whether by merger, operation of law or otherwise).

         "Competing Entity" means the following mattress manufacturing
companies: Serta, Inc., Sealy Corporation, Spring Air Company, Tempur-Pedic
International Inc. and King Koil Licensing Company, Inc. and/or any licensee or
entity which manufactures mattresses under the following brands: Serta, Sealy,
Spring Air, Tempur-Pedic and King Koil.

          "Confidential Information" means any and all information of the
Company embodied in a writing or other tangible form whether or not constituting
a Trade Secret which is or has been disclosed to you or of which you became
aware as a consequence of or through your relationship to the Company and which
has value to the Company and is not generally known to its competitors. Without
limiting the foregoing, "Confidential Information" shall include: (a) all items
of information that could be classified as a Trade Secret; (b) the names,
addresses and special needs or requirements of the customers of the Company and
the nature and amount of business done with such customers; (c) the names and
addresses of employees and other business contacts of the Company; (d) the
particular names, methods and procedures utilized by the Company in the conduct
and advertising of their business; (e) application, operating system,
communication and other computer software and derivatives thereof, including,
without limitation, sources and object codes, flow charts, coding sheets,
routines, subrouting and related documentation and manuals of the Company; and
(f) marketing techniques, purchasing information, pricing policies, quoting
procedures, financial information, customer data and other materials or
information relating to the Company's manner of doing business. Confidential
Information shall not include any data or information that has been voluntarily
disclosed to the public by the Company (except where such public disclosure has
been made by you without authorization) or that has been independently developed
and disclosed by others, or that otherwise enters the public domain through
lawful means.

         "Duties" means those duties described on the Exhibit A attached.


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         "Trade Secret" shall have the meaning as defined in Section 10-1-761 of
the Official Code of Georgia Annotated.

         4.  OTHER.

         a) The restrictive covenants outlined above are intended to and you
agree that they do amend and replace any less restrictive covenants set forth in
the Restricted Stock Agreement that you intend to enter into with Simmons
Company.

         b) You agree that your breach of these provisions cannot reasonably or
adequately be compensated in damages in an action at law; and that such a breach
will cause us irreparable injury and damage. Therefore, in addition to other
remedies we may have, you agree that we are entitled to preliminary and
permanent injunctive and other equitable relief to prevent or curtail any breach
by you of these terms; provided, however, that this shall not be considered a
waiver against the pursuit of other legal or equitable remedies in the event of
such a breach.

         c) You agree to keep the terms and the existence of this letter
agreement strictly confidential and not to disclose the terms or the existence
of the same to anyone, except that you may disclose such information as required
by law or to your spouse, investment advisor, tax advisor, accountant and
attorney in strictest confidence. You agree that Simmons may disclose this
letter agreement if required by law.

To accept the terms outlined above, please sign and return this to me.



                                            Very truly yours,

                                            SIMMONS COMPANY
                                            SIMMONS BEDDING COMPANY

                                            /s/ Charlie Eitel

                                            Charlie Eitel
                                            Chairman and Chief Executive Officer


I accept the terms and conditions
outlined above.
/s/ Robert Burch
----------------------------
Robert Burch

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                                    EXHIBIT A

       DESCRIPTION OF "DUTIES" FOR EXECUTIVE VICE PRESIDENT OF OPERATIONS

Date:    July 14, 2005

"Duties" include:

o    Operations/Technology - To provide C-level operations and technology
     leadership necessary to execute the company's strategies to achieve
     revenue, profitability, market share and customer satisfaction goals.

o    Organizational Management -- To ensure the right people are in the right
     jobs, and provide them with the necessary resources and direction to allow
     them to work towards and achieve common goals. Cultivate a culture of
     accountability, teamwork, enthusiasm, diversity, mutual respect, and trust
     down to the plant floor level.

o    Financial Management -- Combine technical knowledge with a strong financial
     discipline to support quantitative business analysis in decision-making,
     appropriate cost controls, the planning and budgeting process, and
     management performance metrics.

o    Market Support -- Provide a market and customer orientation within the
     operations functions, including direct involvement with customers, where
     appropriate. Recognize the value of the brand and ensure the company
     maintains its competitive position by delivering leading edge technologies,
     processes and systems which produce products recognized for performance,
     styling, consistent quality and outstanding value.

o    Policy Level Communications and Coordination -- To drive communications,
     coordination and cooperation between operations and all functional and line
     areas of the company in a team-oriented culture which maximizes decisions
     and results.

o    Industry and Community Presence -- To represent the company's operations
     interests within the industry, to regulatory authorities and within the
     communities where the company operates. Ensure the company is a good
     corporate citizen in each of these communities and an employer of choice.

o    Acquisitions Support -- Provide the operations component in the due
     diligence process surrounding potential acquisitions and the critical
     integration of the acquired operations to achieve expected operations
     synergies and bottom line results.

o    Management Leadership Group -- To contribute as an active team member of
     the company's senior management team working with the Chief Executive
     Officer and other senior managers, contributing to decisions which affect
     the enterprise as a whole. Communicate results, strategic plans and capital
     requirements to this team and at the board level, when appropriate.


Please sign below to acknowledge the identification of "Duties" above:

/s/ Robert Burch
----------------------------
Robert Burch


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