AMENDMENT TO RIGHTS AGREEMENT

     THIS  AMENDMENT  (this  "Amendment"),  is entered into as of June 13, 2006,
between FOAMEX INTERNATIONAL INC., a Delaware  corporation (the "Company"),  and
MELLON INVESTOR SERVICES LLC, as Rights Agent (the "Rights Agent").  Capitalized
terms used in this Amendment,  which are not otherwise defined herein,  are used
with the same meaning ascribed to such terms in the Agreement.

                               W I T N E S S E T H

     WHEREAS,  in  connection  with the Rights  Agreement  dated as of August 5,
2004, between the Company and the Rights Agent (the  "Agreement"),  the Board of
Directors  of the Company  deems it advisable  and in the best  interests of the
Company and its  stockholders  to amend the Agreement in accordance with Section
27 of the Agreement; and

     WHEREAS,  pursuant to its authority under Section 27 of the Agreement,  the
Board of Directors of the Company has  authorized and approved this Amendment to
the Agreement as of the date hereof.

     NOW, THEREFORE, the Agreement is hereby amended as follows:

     1.   Amendments.

          (a) The  definition  of  "Acquiring  Person"  in  Section  1(a) of the
Agreement is hereby deleted in its entirety and replaced to read as follows:

     "Acquiring  Person" shall mean any Person who, together with all Affiliates
and Associates of such Person,  shall hereafter  become the Beneficial  Owner of
20% or more of the Common Shares then outstanding, but shall not include (i) the
Company, (ii) any Subsidiary of the Company,  (iii) any employee benefit plan of
the Company or any  Subsidiary  of the  Company,  or any entity  holding  Common
Shares for or pursuant to the terms of any such plan or for  purposes of funding
or providing  Common Shares to any such plan,  (iv) any Scotia  Stockholder  (as
hereinafter  defined) so long as such Scotia  Stockholder  is not the Beneficial
Owner of 25% or more of the Common  Shares then  outstanding,  or (v) D.E.  Shaw
Laminar Portfolios,  L.L.C., Par IV Capital Management LLC, Paloma International
L.P., Sigma Capital Management,  LLC or Goldman,  Sachs & Co. (each such entity,
an "Excepted  Entity"),  any investment fund or account managed or controlled by
an Excepted Entity or its Affiliate or Associate,  or any Affiliate or Associate
of an Excepted Entity.  Notwithstanding the foregoing, no Person shall become an
"Acquiring  Person"  as a result  of an  acquisition  of  Common  Shares  by the
Company,  which  acquisition,  by  reducing  the  number of shares  outstanding,
increases the proportionate  number of shares  beneficially owned by such Person
to 20% or more  (or,  in the case of a Scotia  Stockholder,  25% or more)





of the Common Shares then outstanding; provided, however, that if a Person shall
become  the  beneficial  owner  of 20% or more  (or,  in the  case  of a  Scotia
Stockholder,  25% or more) of the Common  Shares then  outstanding  by reason of
such share  purchases  by the  Company  and shall,  after such share  purchases,
become the Beneficial Owner of any additional Common Shares of the Company, then
such Person shall be deemed to be an  "Acquiring  Person".  Notwithstanding  the
foregoing,  if the Board of  Directors of the Company  determines  in good faith
that a Person who would otherwise be an "Acquiring  Person," as defined pursuant
to the  foregoing  provision,  has become  such  inadvertently,  and such Person
divests as promptly as practicable a sufficient  number of Common Shares so that
such Person would no longer be an "Acquiring Person," as defined pursuant to the
foregoing  provisions,  then such Person shall not be deemed to be an "Acquiring
Person" for any purposes of this Agreement.

          (b) Sections 1(c)(ii) and (iii) of the Agreement are hereby deleted in
their entirety and replaced to read as follows:

     (ii) that such Person or any of such  Person's  Affiliates  or  Associates,
directly or indirectly,  has the right to vote, hold,  acquire or dispose of, or
of which any of them,  directly or indirectly,  has  "beneficial  ownership" (as
determined pursuant to Rule 13d-3 of the Rules, as in effect on the Record Date)
(including,   except  as  hereinafter  provided,   pursuant  to  any  agreement,
arrangement or  understanding,  whether or not in writing);  provided,  however,
that a  Person  shall  not  be  deemed  to be the  Beneficial  Owner  of,  or to
beneficially  own, any security under this  subparagraph  (ii) as a result of an
agreement, arrangement or understanding to vote such security if such agreement,
arrangement  or  understanding  arises  solely from a  revocable  proxy given in
response to a public  proxy or consent  solicitation  made  pursuant  to, and in
accordance  with,  the  applicable  provisions of the Rules and is not also then
reportable  on  Schedule  13D  under  the  Exchange  Act (or any  comparable  or
successor  report);  and  provided,   further,  that  a  Person  (including  any
Affiliates  or  Associates  of  such  Person)  shall  not  be  deemed  to be the
Beneficial   Owner  of,  or  to  beneficially   own,  any  security  under  this
subparagraph   (ii)  solely  as  a  result  of  an  agreement,   arrangement  or
understanding  entered into with any other Person during, or in connection with,
the Company's  chapter 11 case pending in the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Case");

     (iii) that are  beneficially  owned,  directly or indirectly,  by any other
Person (or any Affiliate or Associate thereof) with which such Person (or any of
such Person's  Affiliates  or  Associates)  has any  agreement,  arrangement  or
understanding  (whether or not in writing),  for the purpose of, or with respect
to,  acquiring,   holding,  voting  (except  as  described  in  the  proviso  to
subparagraph  (ii) of this paragraph (c)) or disposing of any voting  securities
of the Company;  provided,  however,  that a Person (including any Affiliates or
Associates of such Person) shall not be deemed to be the Beneficial Owner of, or
to  beneficially  own, any security  under this  subparagraph  (iii) solely as a
result of an agreement, arrangement or understanding entered into with any other
Person during, or in connection with, the Bankruptcy Case; and


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     2.   Counterparts.  This  Amendment may  be  executed  in any  one or  more
counterparts,  each of which shall be deemed an original  and all of which shall
together constitute the same Amendment.

     3.   Effectiveness.  This Amendment shall be effective as of the date first
written above, and except as expressly set forth herein,  the Rights  Agreement,
as  amended,  shall  remain in full  force and  effect  and  otherwise  shall be
unaffected hereby.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed effective as of the date first above written.


                                         FOAMEX INTERNATIONAL INC.


                                         By:  /s/ Gregory J. Christian
                                              ----------------------------------
                                              Name:   Gregory J. Christian
                                              Title:  Executive Vice President
                                                      and General Counsel



MELLON INVESTOR SERVICES LLC


By:  /s/ Mitzi J. Brinkman
     -----------------------
     Name:   Mitzi J. Brinkman
     Title:  Client Relationship Executive


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