Sample Business Contracts

Certificate of Incorporation - Tempur World Inc.

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                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                               TEMPUR WORLD, INC.

     It is hereby certified that:

     1.  The name of the corporation is Tempur World, Inc. (the "Corporation").
The original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on December 16, 1999 under the name
Tempur-World, Inc.

     2.  The Certificate of Incorporation of the Corporation is hereby amended
and restated in its entirety as set forth below.

     3.  The provisions of the Certificate of Incorporation of the Corporation
as heretofore amended and/or supplemented, and as herein amended, are hereby
restated and integrated into the single instrument which is hereinafter set

     4.  The amendments to, and the restatement of, the Certificate of
Incorporation herein certified have been duly adopted by the directors and
stockholders of the Corporation in accordance with the provisions of Sections
228, 242, and 245 of the General Corporation Law of the State of Delaware.

     5.  Upon filing of this Amended and Restated Certificate of Incorporation,
the Certificate of Incorporation of the corporation shall read as follows:

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                               TEMPUR WORLD, INC.

     FIRST: The name of the corporation is:

                               Tempur World, Inc.

     SECOND: The address of its registered office in the State of Delaware is
1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The
name of its registered agent at such address is The Corporation Trust Company.

     THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.



     FOURTH: The total number of shares of capital stock which the corporation
shall have authority to issue is three thousand (3,000), and the par value of
each of such share is one cent ($0.01), amounting in the aggregate to thirty
dollars ($30.00) of capital stock.

     FIFTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation and for defining
and regulating the powers of the corporation and its directors and stockholders
and are in furtherance and not in limitation of the powers conferred upon the
corporation by statute:

     (a)  The election of directors need not be by written ballot.

     (b)  The Board of Directors shall have the power and authority:

          (1)  to adopt, amend or repeal by-laws of the corporation, subject
               only to such limitation, if any, as may be from time to time
               imposed by law or by the by-laws; and

          (2)  to the full extent permitted or not prohibited by law, and
               without the consent of or other action by the stockholders, to
               authorize or create mortgages, pledges or other liens or
               encumbrances upon any or all of the assets, real, personal or
               mixed, and franchises of the corporation, including
               after-acquired property, and to exercise all of the powers of the
               corporation in connection therewith; and

          (3)  subject to any provision of the by-laws, to determine whether, to
               what extent, at what times and places and under what conditions
               and regulations the accounts, books and papers of the corporation
               (other than the stock ledger), or any of them, shall be open to
               the inspection of the stockholders, and no stockholder shall have
               any right to inspect any account, book or paper of the
               corporation except as conferred by statute or authorized by the
               by-laws or by the Board of Directors.

     SIXTH: No director of the corporation shall be personally liable to the
corporation or to any of its stockholders for monetary damages for breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability; provided, however, that to the extent required from time to time by
applicable law, this Article Sixth shall not eliminate or limit the liability of
a director, to the extent such liability is provided by applicable law, (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
Title 8 of the Delaware Code, or (iv) for any transaction from which the
director derived an improper personal benefit. No amendment to or repeal of this
Article Sixth shall apply to or have any effect on the liability or alleged
liability of any director for or with respect to any acts or omissions of such
director occurring prior to the effective date of such amendment or repeal.



                                        TEMPUR WORLD, INC.

                                        By: /s/Robert B. Trussell, Jr.
                                        Name: Robert B. Trussell, Jr.
                                        Title: President