FOAMEX INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex101115chorman.txt
<TEXT>



                            FOAMEX INTERNATIONAL INC.
                     CHANGE IN CONTROL PROTECTION AGREEMENT


     This Change in Control Protection  Agreement (this "Agreement"),  effective
as of December 20, 2002 (the "Effective  Date"),  is entered into between Foamex
International  Inc.,  a  Delaware  Corporation  (the  "Company"),  and Thomas E.
Chorman ("Executive").

     WHEREAS,   the  Company  desires  to  provide   Executive  with  additional
employment security in the event that the Company undergoes a change in control,
as described herein, and Executive desires to receive such additional  security;
and

     WHEREAS,  Executive  and the  Company  desire  to set  forth  the terms and
conditions of such additional employment security in this Agreement.

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
herein contained, Executive and the Company hereby agree as follows:

     1. Definitions. For purposes of this Agreement:

          (a) "Board" shall mean the Board of Directors of the Company.

          (b) "Change in Control" shall mean:

               (i) The  acquisition by any  individual,  entity or group (within
the meaning of Section  13(d)(3) or 14(d)(2) of the  Securities  Exchange Act of
1934, as amended (the "Exchange  Act")) (a "Person") of  "beneficial  ownership"
(as defined below) of 25% or more of either (A) the then  outstanding  shares of
common stock of the Company (the "Outstanding  Company Common Stock") or (B) the
combined voting power of the then outstanding  voting  securities of the Company
entitled to vote  generally  in the  election  of  directors  (the  "Outstanding
Company Voting Securities"); provided, however, that for purposes of this clause
(i) the following acquisitions shall not constitute a Change in Control: (1) any
acquisition directly from the Company; (2) any acquisition by the Company or any
corporation  controlled by the Company;  (3) any  acquisition by any corporation
pursuant to a transaction  which  complies with (A), (B) and (C) of clause (iii)
of this Section 1(b);

               (ii) Individuals who, as of the date hereof, constitute the Board
(the  "Incumbent  Board") cease for any reason to constitute at least a majority
of the  Board;  provided,  however,  that any  individual  becoming  a  director
subsequent to the date hereof whose election,  or nomination for election by the
Company's  shareholders,  was  approved  by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual  were a  member  of the  Incumbent  Board,  but  excluding,  for this
purpose,  any such  individual  whose  initial  assumption of office occurs as a
result of an actual or threatened  election contest with

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                                                                               2


respect to the election or removal of  directors  or other actual or  threatened
solicitation  of proxies or consents by or on behalf of a Person  other than the
Board;

               (iii)  The  consummation  of a  recapitalization,  restructuring,
exchange  of equity for debt or debt for equity or a  reorganization,  merger or
consolidation or sale or other  disposition of all or  substantially  all of the
assets  of the  Company  (a  "Business  Transaction"),  in  each  case,  unless,
following  such  Business  Transaction,  (A)  all  or  substantially  all of the
individuals  and entities  who were the  beneficial  owners (as defined  below),
respectively,  of the Outstanding  Company Common Stock and Outstanding  Company
Voting Securities  immediately prior to such Business  Transaction  beneficially
own, directly or indirectly, 50% or more of, respectively,  the then outstanding
shares of common  stock and the combined  voting  power of the then  outstanding
voting  securities  entitled to vote generally in the election of directors,  as
the case may be, of the  corporation  resulting  from such Business  Transaction
(including,  without  limitation,  a  corporation  which  as a  result  of  such
transaction owns the Company or all or substantially all of the Company's assets
either directly or through one or more  subsidiaries) in substantially  the same
proportion as their ownership  immediately prior to such Business Transaction of
the Outstanding  Company Common Stock and Outstanding Company Voting Securities,
as the case may be; (B) no Person beneficially owns, directly or indirectly, 25%
or more of,  respectively,  the then  outstanding  shares of common stock of the
corporation  resulting  from such Business  Transaction  or the combined  voting
power of the then outstanding  voting securities of such corporation,  except to
the extent that such ownership  existed prior to the Business  Transaction;  and
(C) at  least a  majority  of the  members  of the  board  of  directors  of the
corporation  resulting  from  such  Business  Transaction  were  members  of the
Incumbent Board at the time of the execution of the initial agreement, or of the
action of the Board of Directors, providing for such Business Transaction; or

               (iv)  The  approval  by  the  shareholders  of the  Company  of a
complete liquidation or dissolution of the Company.

          For  purposes  of  this  Section  1(b),   "beneficial   ownership"  or
"beneficial  owner"  shall have the meaning  assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership  of any  Person,  such  Person  shall  be  deemed  to have  beneficial
ownership  of all  securities  that  such  Person  has the right to  acquire  by
conversion  or exercise of other  securities,  whether  such right is  currently
exercisable  or  is  exercisable  only  upon  the  occurrence  of  a  subsequent
condition;  provided,  however,  that  such  Person  shall not be deemed to have
beneficial  ownership of securities  subject to a stock  purchase  agreement,  a
merger  agreement,   or  similar  agreement,   until  the  consummation  of  the
transaction contemplated by such agreement.

          (c)  "Cause"  shall mean (i) the  substantial  and  continued  willful
failure by  Executive  to perform his duties to the Company  which  results,  or
could  reasonably  be expected to result,  in material  harm to the  business or
reputation of the Company,  which failure is not cured (if curable) by Executive
within 30 days after written notice of such failure is delivered to Executive by
the Company; (ii) an act of

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                                                                               3


gross  misconduct  by  Executive   involving  the  Company  including,   without
limitation,  embezzlement,  fraud,  or  misappropriation;  or (iii)  Executive's
conviction of, or pleading guilty or no contest to, a felony.

          (d)  "Disability"  means a  physical  or  mental  condition  which has
prevented Executive from performing satisfactorily his duties to the Company for
a  period  of at  least  90  consecutive  days  in any  365  day  period  or 120
non-consecutive days within any 365 day period.

          (e) "Good  Reason"  shall mean the  occurrence of any of the following
events  without the consent of  Executive  (i) the Company and any  subsidiaries
sell, lease or otherwise transfer all or substantially all of their assets to an
entity which has not assumed the  Company's  obligations  under this  Agreement;
(ii) a material  diminution in the duties or  responsibilities  of Executive and
such  diminution is not cured within 15 days after written notice of the same is
received by the Company;  (iii) the  Company's  failure to pay any  compensation
then due to Executive and such failure is not cured within 15 days after written
notice of the same is  received by the  Company;  (iv) the  principal  executive
offices of the Company  are moved to a location  more than fifty (50) miles from
either Linwood, Pennsylvania or, if the Company's principal executive office has
been moved (prior to the  Operative  Date) from  Linwood,  Pennsylvania  to some
other location,  such location;  (v) a liquidation or dissolution of the Company
occurs;  or (vi)  Executive  is removed  from the  position of President & Chief
Executive Officer of the Company.

          (f)  "Operative  Date" means the first date on which a Change  Control
shall have occurred.

     2. Term of this  Agreement.  The term of this  Agreement (the "Term") shall
commence on the  Effective  Date and shall  continue  until the first date on or
following the first  anniversary  of the Operative Date on which the Company and
Executive  have  fully  satisfied  their  respective   obligations   under  this
Agreement.

     3. Stock Options.  In the event that Executive is employed on the Operative
Date, all stock options previously granted to Executive by the Company,  whether
pursuant  to any plan or program of the  Company  or  otherwise,  whether or not
vested or  exercisable,  shall  become fully  vested and  exercisable  effective
immediately prior to the Operative Date.

     4. Termination following a Change in Control.

          (a) If  Executive's  employment is  terminated  during the twelve (12)
month period  following the Operative  Date by the Company  without Cause (other
than as a result of the death or Disability  of Executive) or by Executive  with
Good Reason (any such  termination,  a  "Qualifying  Termination"),  the Company
shall,  (i) pay to Executive his accrued but unpaid base salary through the date
of the Qualifying  Termination;  (ii) pay to Executive an amount, payable at the
Executive's election either as a lump sum payment or in thirty-six equal monthly
installments in accordance with the

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                                                                               4


Company's  regular  payroll  policies,  equal to three  times the sum of (A) the
greater of (x) Executive's annual base salary in effect immediately prior to the
Operative  Date, and (y)  Executive's  annual base salary as of the date of such
Qualifying  Termination,  and (B) Executive's annual bonus, calculated as though
the Company and Executive had attained 100% of the  performance  targets for the
applicable  fiscal year of the Company during which the  Qualifying  Termination
occurs; and (iii) continue Executive's  participation in the health, medical and
life  insurance  benefits  and/or  coverage  provided  to  Executive  either (1)
immediately  prior  to  the  Operative  Date,  or (2) as of  the  date  of  such
Qualifying  Termination,  whichever is more  favorable to  Executive;  provided,
however,  that (a)  such  benefit  continuation  is  subject  to the  terms  and
conditions of such plans, (b) group life insurance  continuation is subject to a
limit of three years  following such Qualifying  Termination,  and (c) Executive
shall cease to be covered by medical  and/or dental plans of the Company at such
time Executive becomes covered by like plans of another company.

          (b)  Notwithstanding  Section  4(a), if (i) any Payment (as defined in
Section  6(a)) would be subject to an Excise Tax (as  defined in Section  6(a)),
and (ii) the aggregate value of all Payments (the  "Contingent  Payments") which
are described in Section  280G(b)(2)(A)(i) of the Internal Revenue Code of 1986,
as amended (the "Code"),  does not exceed the product of (x) 1.10, multiplied by
(y) the amount of Executive's "includible  compensation" for purposes of Section
280G of the Code,  multiplied  by (z) 2.99,  then the Company  shall  reduce the
amount of any  Contingent  Payments  otherwise  due to  Executive  to the extent
necessary such that the total  aggregate  value of Contingent  Payments shall be
equal to the  product  of  clauses  (y) and (z)  above.  In the  event  that any
Contingent  Payments are required to be reduced by the Company  pursuant to this
Section  4(b),  Executive  may direct in writing to the Company  the  Contingent
Payments to be so  reduced,  subject to the  consent of the  Company,  not to be
unreasonably withheld.

     5. Special  Circumstances.  Notwithstanding any provision of this Agreement
to the  contrary,  if (i)  Executive's  employment  is  terminated  prior to the
Operative  Date under  circumstances  that would have  constituted  a Qualifying
Termination if such  circumstances  occurred after the Operative Date; (ii) such
termination (or event  constituting Good Reason for such termination) was at the
request  of a  third  party  who had  indicated  an  intention  or  taken  steps
reasonably  calculated  to  effect a  Change  in  Control  or was  otherwise  in
anticipation  of a Change in  Control;  and (iii) a Change in Control  involving
such third party (or a party  competing  with such third party to  effectuate  a
Change in Control) or such  anticipated  Change in Control does occur,  then for
purposes  of this  Agreement,  the  date  immediately  prior to the date of such
termination  of  employment  shall be  treated  as the  Operative  Date and such
termination shall be treated as a Qualifying Termination.

     6. Gross-Up Payment. Any determination  pursuant to this Section 6 shall be
made only after giving effect to Section 4(b).

          (a) If it is  determined  (as  hereafter  provided)  that any  payment
(other than the Gross-Up Payment provided for in this Section 6) or distribution
by the

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                                                                               5

Company  to or for  the  benefit  of  Executive,  whether  paid  or  payable  or
distributed  or  distributable  pursuant  to the  terms  of  this  Agreement  or
otherwise pursuant to or by reason of any other agreement, policy, plan, program
or  arrangement,   including   without   limitation  any  stock  option,   stock
appreciation  right  or  similar  right,  or the  lapse  or  termination  of any
restriction  on or the  vesting or  exercisability  of any of the  foregoing  (a
"Payment"),  would be subject to the excise tax  imposed by Section  4999 of the
Code,  or to any similar  tax imposed by state or local law, or any  interest or
penalties with respect to such excise tax (such tax or taxes,  together with any
such  interest and  penalties,  are  hereafter  collectively  referred to as the
"Excise Tax"), then Executive will be entitled to receive an additional  payment
or payments (a  "Gross-Up  Payment")  in an amount such that,  after  payment by
Executive of all taxes (including any interest or penalties imposed with respect
to such taxes),  including  any Excise Tax,  imposed upon the Gross-Up  Payment,
Executive  retains  an amount of the  Gross-Up  Payment  equal to the Excise Tax
imposed upon the Payments.

          (b)  Subject  to  the   provisions   of  Section  6(f)   hereof,   all
determinations  required to be made under this Section 6,  including  whether an
Excise Tax is payable by Executive and the amount of such Excise Tax and whether
a Gross-Up Payment is required and the amount of such Gross-Up Payment,  will be
made by a  nationally  recognized  firm of  certified  public  accountants  (the
"Accounting  Firm") selected by the Company,  which may be the Company's regular
outside  auditors.  The Company  will direct the  Accounting  Firm to submit its
determination  and  detailed  supporting  calculations  to both the  Company and
Executive within 30 calendar days after the date of the Change in Control or the
date of Executive's termination of employment, if applicable, and any other such
time or times as may be requested by the Company or Executive. If the Accounting
Firm  determines  that any Excise Tax is payable by Executive,  the Company will
pay the required  Gross-Up Payment to Executive no later than five calendar days
prior to the due date for the Executive's  income tax return on which the Excise
Tax is included. If the Accounting Firm determines that no Excise Tax is payable
by Executive, it will, at the same time as it makes such determination,  furnish
Executive  with an opinion that he has  substantial  authority not to report any
Excise  Tax on his  federal,  state,  local  income  or other  tax  return.  Any
determination  by the Accounting  Firm as to the amount of the Gross-Up  Payment
will be binding upon the Company and Executive.  As a result of the  uncertainty
in the  application  of Section 4999 of the Code and the  possibility of similar
uncertainty  regarding  applicable  state  or  local  tax law at the time of any
determination  by the Accounting  Firm  hereunder,  it is possible that Gross-Up
Payments  which will not have been made by the Company should have been made (an
"Underpayment"), consistent with the calculations required to be made hereunder.
In the event that the Company exhausts or fails to pursue its remedies  pursuant
to Section 6(f) hereof and Executive thereafter is required to make a payment of
any Excise Tax,  Executive  shall so notify the  Company,  which will direct the
Accounting  Firm to determine the amount of the  Underpayment  that has occurred
and to submit its determination and detailed supporting calculations to both the
Company and  Executive as promptly as possible.  Any such  Underpayment  will be
promptly  paid by the Company to, or for the benefit of,  Executive  within five
business days after receipt of such determination and calculations.

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                                                                               6


          (c) The Company and Executive  will each provide the  Accounting  Firm
access to and copies of any books,  records and  documents in the  possession of
the  Company  or  Executive,  as the case may be,  reasonably  requested  by the
Accounting Firm, and otherwise  cooperate with the Accounting Firm in connection
with the preparation and issuance of the  determination  contemplated by Section
6(b) hereof.

          (d) The federal,  state and local income or other tax returns filed by
Executive   will  be  prepared  and  filed  on  a  consistent   basis  with  the
determination  of the Accounting  Firm with respect to the Excise Tax payable by
Executive.  Executive  will make proper payment of the amount of any Excise Tax,
and at the  request of the  Company,  provide to the  Company  true and  correct
copies (with any  amendments) of his federal income tax return as filed with the
Internal  Revenue  Service and  corresponding  state and local tax  returns,  if
relevant,  as filed  with  the  applicable  taxing  authority,  and  such  other
documents reasonably requested by the Company, evidencing such payment. If prior
to the filing of Executive's  federal income tax return, or corresponding  state
or local tax return, if relevant, the Accounting Firm determines that the amount
of the Gross-Up  Payment should be reduced,  Executive will within five business
days pay to the Company the amount of such reduction.

          (e) The fees and expenses of the  Accounting  Firm for its services in
connection with the  determinations  and  calculations  contemplated by Sections
6(b) and (d) hereof will be borne by the Company.  If such fees and expenses are
initially advanced by Executive,  the Company will reimburse  Executive the full
amount of such fees and expenses  within five  business  days after receipt from
Executive  of a  statement  therefor  and  reasonable  evidence  of his  payment
thereof.

          (f)  Executive  will notify the Company in writing of any claim by the
Internal  Revenue Service that, if successful,  would require the payment by the
Company of a Gross-Up  Payment.  Such  notification will be given as promptly as
practicable  but no later than ten (10) business days after  Executive  actually
receives  notice of such claim and Executive will further apprise the Company of
the nature of such claim and the date on which  such  claim is  requested  to be
paid (in each case, to the extent known by  Executive).  Executive  will not pay
such claim prior to the  earlier of (i) the  expiration  of the  30-calendar-day
period  following the date on which he gives such notice to the Company and (ii)
the date that any payment of an amount with respect to such claim is due. If the
Company  notifies  Executive in writing  prior to the  expiration of such period
that it desires to contest such claim, Executive will:

                    (i)  provide  the  Company  with  any  written   records  or
          documents  in  his  possession   relating  to  such  claim  reasonably
          requested by the Company;

                    (ii) take such action in  connection  with  contesting  such
          claim as the Company will  reasonably  request in writing from time to
          time, including without limitation accepting legal representation with
          respect  to such  claim by an  attorney  competent  in  respect of the
          subject matter and reasonably selected by the Company;

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                                                                               7

                    (iii)  cooperate  with the  Company  in good  faith in order
          effectively to contest such claim; and

                    (iv) permit the Company to  participate  in any  proceedings
          relating to such claim;

provided,  however,  that the Company  will bear and pay  directly all costs and
expenses  (including  interest and penalties)  incurred in connection  with such
contest and will indemnify and hold harmless  Executive,  on an after-tax basis,
for and against any Excise Tax or income tax,  including  interest and penalties
with respect thereto,  imposed as a result of such representation and payment of
costs and expenses.  Without  limiting the foregoing  provisions of this Section
6(f),  the Company will control all  proceedings  taken in  connection  with the
contest of any claim  contemplated by this Section 6(f) and, at its sole option,
may pursue or forego any and all administrative appeals,  proceedings,  hearings
and  conferences  with the taxing  authority in respect of such claim  (provided
that Executive may participate  therein at his own cost and expense) and may, at
its option,  either direct Executive to pay the tax claimed and sue for a refund
or  contest  the  claim in any  permissible  manner,  and  Executive  agrees  to
prosecute such contest to a determination before any administrative tribunal, in
a court of initial  jurisdiction  and in one or more  appellate  courts,  as the
Company will determine; provided, however, that if the Company directs Executive
to pay the tax claimed and sue for a refund, the Company will advance the amount
of such payment to Executive on an  interest-free  basis and will  indemnify and
hold Executive  harmless,  on an after-tax basis,  from any Excise Tax or income
tax, including interest or penalties with respect thereto,  imposed with respect
to such  advance;  and  provided  further,  however,  that any  extension of the
statute of  limitations  relating  to payment of taxes for the  taxable  year of
Executive  with  respect to which the  contested  amount is claimed to be due is
limited solely to such contested amount.  Furthermore,  the Company's control of
any such  contested  claim  will be limited  to issues  with  respect to which a
Gross-Up  Payment would be payable  hereunder and Executive  will be entitled to
settle or contest,  as the case may be, any other issue  raised by the  Internal
Revenue Service or any other taxing authority.

          (g) If, after the receipt by  Executive  of an amount  advanced by the
Company  pursuant to Section  6(f)  hereof,  Executive  receives any refund with
respect to such claim,  Executive will (subject to the Company's  complying with
the  requirements of Section 6(f) hereof) promptly pay to the Company the amount
of such refund  (together  with any interest paid or credited  thereon after any
taxes  applicable  thereto).  If,  after the receipt by  Executive  of an amount
advanced by the Company pursuant to Section 6(f) hereof, a determination is made
that Executive will not be entitled to any refund with respect to such claim and
the Company  does not notify  Executive in writing of its intent to contest such
denial  or  refund  prior to the  expiration  of 30  calendar  days  after  such
determination, then such advance will be forgiven and will not be required to be
repaid and the amount of such advance will offset,  to the extent  thereof,  the
amount of Gross-Up  Payment  required to be paid pursuant to this Section 6. If,
after the receipt by Executive  of a Gross-Up  Payment but before the payment by
the Executive of the Excise Tax, it is determined  by the  Accounting  Firm that
the Excise Tax payable by Executive is less than the amount originally  computed
by the Accounting Firm and consequently  that the

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                                                                               8

amount of the Gross-Up  Payment is larger than that  required by this Section 6,
the  Executive  shall  promptly  refund to the  Company  the amount by which the
Gross-Up  Payment  initially  made to  Executive  exceeds the  Gross-Up  Payment
required under this Section 6.

     7.  Confidentiality.  Executive  agrees that he will not, whether before or
after the Operative  Date,  make use of or divulge to any other person,  firm or
corporation any trade or business secret, process, method or means, or any other
confidential  information  concerning  the  business or policies of the Company,
which he may have learned in  connection  with his  employment.  For purposes of
this Agreement,  a "trade or business secret,  process,  method or means, or any
other  confidential  information"  shall mean and  include  written  information
reasonably  treated  as  confidential  or as a  trade  secret  by  the  Company.
Executive's  obligation  under this Section 7 shall not apply to any information
which (i) is known  publicly;  (ii) is in the public domain or hereafter  enters
the public domain  without the fault of Executive;  (iii) was known to Executive
prior to his receipt of such  information  from the  Company,  as  evidenced  by
written records of Executive;  or (iv) is hereafter  disclosed to Executive by a
third party not under an  obligation  of  confidence  to the Company.  Executive
agrees not to remove from the premises of the Company,  except as an employee of
the Company in pursuit of the business of the Company or except as  specifically
permitted in writing by the Company,  any document or other object containing or
reflecting any such confidential information. Executive recognizes that all such
documents and objects,  whether developed by him or by someone else, will be the
sole  exclusive  property of the Company.  Upon  termination  of his  employment
hereunder,   Executive  shall   forthwith   deliver  to  the  Company  all  such
confidential  information,  including without limitation all lists of customers,
correspondence,  accounts,  records and any other  documents or property made or
held by him or under his control in  relation to the  business or affairs of the
Company,  and no copy of any such confidential  information shall be retained by
him.

     8. Entire  Agreement.  This  Agreement  constitutes  the  complete and full
agreement  between  Executive  and the Company  concerning  the subject  matters
hereof  and,  in the event that  Executive  becomes  entitled  to any payment or
payments  hereunder,  Executive  shall have no right to receive  any  additional
payment  from the  Company  or any of its  affiliates  that is in the  nature of
severance.

     9. No Mitigation. Executive shall not be obligated to seek other employment
by way of mitigation of the amounts  payable to Executive under any provision of
this Agreement.

     10. Arbitration.  Any dispute between the parties hereto in connection with
or arising out of this  Agreement  or any of its terms and  provisions  shall be
submitted to arbitration in New York, New York,  before a panel of three neutral
arbitrators in accordance with the Commercial Rules of the American  Arbitration
Association then in effect, and the arbitration determination resulting from any
such  submission  shall be final



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                                                                               9

and binding upon the parties hereto.  Judgment upon any arbitration award may be
entered in any court of competent jurisdiction.

     11. Successors.

          (a) This  Agreement  is personal to Executive  and,  without the prior
written consent of the Company,  shall not be assignable by Executive  otherwise
than by will or the laws of descent and distribution. This Agreement shall inure
to the benefit of and be enforceable by Executive's legal representatives.

          (b) This  Agreement  shall inure to the benefit of and be binding upon
the Company and its successors.

     12. Miscellaneous.

          (a) Applicable  Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware,  applied without reference
to principles of conflicts of laws.

          (b) Notices. All notices and other  communications  hereunder shall be
in  writing  and  shall be  given  by hand  delivery  to the  other  party or by
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed as follows:

                           If to Executive:

                           Thomas E. Chorman
                           Foamex International Inc.
                           1000 Columbia Avenue
                           Linwood, PA 19061

                           If to the Company:

                           Foamex International Inc.
                           Attention:  General Counsel
                           1000 Columbia Avenue
                           Linwood, PA 19061

or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notices and communications  shall be effective
when actually received by the addressee.

          (c) Tax Withholding. The Company may withhold from any amounts payable
under this Agreement such Federal,  State or local taxes as shall be required to
be withheld pursuant to any applicable law or regulation.

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                                                                              10

     IN WITNESS WHEREOF, Executive has hereunto set his hand and the Company has
caused this  Agreement  to be executed in its name and on its behalf,  as of the
day and year first above written.



                                           FOAMEX INTERNATIONAL INC.



                                           By: /s/ Gregory J. Christian
                                               ---------------------------
                                           Gregory J. Christian
                                           Executive Vice President
                                           & General Counsel



                                           /s/ Thomas E. Chorman 4/24/03
                                           -------------------------------
                                           Thomas E. Chorman





</TEXT>
</DOCUMENT>
