<PAGE>



                             THE WARNACO GROUP, INC.

                                 1997 STOCK PLAN

         SECTION 1. PURPOSE. The purposes of The Warnaco Group, Inc. 1997 Stock
Plan are to promote the interests of The Warnaco Group, Inc. and its
stockholders by (i) attracting and retaining exceptional executive personnel and
other key employees of, and advisors and consultants to, the Company and its
Affiliates, as defined below; (ii) motivating such employees, advisors and
consultants by means of performance-related incentives to achieve longer-range
performance goals; and (iii) enabling such employees, advisors and consultants
to participate in the long-term growth and financial success of the Company.

         SECTION 2.  DEFINITIONS.  As used in the Plan, the following terms
shall have the meanings set forth below:

         "Affiliate" shall mean (i) any entity that, directly or indirectly, is
controlled by the Company and (ii) any entity in which the Company has a
significant equity interest, in either case as determined by the Committee.

         "Award" shall mean any Option or Restricted Stock Award.

         "Award Agreement" shall mean the written agreement, contract, or other
instrument or document evidencing an Award, which may, but need not, be executed
or acknowledged by a Participant.

         "Board" shall mean the Board of Directors of the Company.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "Committee" shall mean that committee of the Board designated by the
Board to administer the Company's incentive plans.

         "Company" shall mean The Warnaco Group, Inc., together with any
successor thereto.

         "Employee" shall mean (i) an employee of the Company or of any
Affiliate and (ii) an advisor or consultant to the Company or to any Affiliate.

         "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

         "Fair Market Value" shall mean the fair market value of the property or
other item being valued, as determined by the Committee in its sole discretion.

         "Option" shall mean a right to purchase Shares from the Company.

         "Participant" shall mean any Employee selected by the Committee to
receive an Award under the Plan.


<PAGE>


<PAGE>


         "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, government
or political subdivision thereof or other entity.

         "Plan" shall mean The Warnaco Group, Inc. 1997 Stock Plan.

         "Restoration Option" shall mean an Option granted pursuant to Section
6(e) of the Plan.

         "Restricted Stock" shall mean any Share granted under Section 7 of the
Plan.

         "Shares" shall mean shares of the Class A Common Stock, par value $.01
per share, of the Company, or such other securities of the Company as may be
designated by the Committee from time to time.

         "Substitute Options" shall mean Options granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
the Company or with which the Company combines.

         SECTION 3. ADMINISTRATION. (a) The Plan shall be administered by the
Committee. Subject to the terms of applicable law, and in addition to other
express powers and authorizations conferred on the Committee by the Plan, the
Committee shall have full power and authority to: (i) designate Participants;
(ii) determine the type of Award to be granted to an eligible Employee; (iii)
determine the number of Shares to be covered by Awards; (iv) determine the terms
and conditions of any Award, including, without limitation, the conditions under
which the Shares received by an Employee upon exercise or vesting of any Award
may be subject to forfeiture; (v) determine whether, to what extent, and under
what circumstances Awards may be settled or exercised in cash, Shares, other
securities or other property, or cancelled, forfeited, or suspended and the
method or methods by which Awards may be settled, exercised, cancelled,
forfeited, or suspended; (vi) determine whether, to what extent, and under what
circumstances Shares payable with respect to an Award shall be deferred either
automatically or at the election of the holder thereof or of the Committee;
(vii) interpret and administer the Plan and any instrument or agreement relating
to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive
such rules and regulations and appoint such agents as it shall deem appropriate
for the proper administration of the Plan; and (ix) make any other determination
and take any other action that the Committee deems necessary or desirable for
the administration of the Plan.

         (b) Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Company, any Affiliate, any Participant, any holder or
beneficiary of any Award, any shareholder and any Employee.

         SECTION 4.  SHARES AVAILABLE FOR AWARDS.

         (a) Shares Available. Subject to adjustment as provided in Section
4(b), the number of Shares with respect to which Awards may be granted under the
Plan shall not exceed the number of Shares held from time to time in the
treasury. If, after the effective date of the Plan, any Shares 


                                     2

<PAGE>

<PAGE>


covered by an Award granted under the Plan are forfeited, or if any Shares are
forfeited and returned to the Company following the exercise or vesting of any
Award, or if an Award otherwise terminates or is cancelled without the delivery
of Shares, then the Shares covered by such Award, or the Shares forfeited, or
the number of Shares otherwise counted against the aggregate number of Shares
with respect to which Awards may be granted, to the extent of any such
settlement, forfeiture, termination or cancellation, shall again be, or shall
become, Shares with respect to which Awards may be granted. In the event that
(i) an Option is exercised through the delivery of Shares or (ii) a Participant
shall deliver Shares in satisfaction of any withholding obligation relating to
the exercise or vesting of any Award, the number of Shares available for Awards
under the Plan shall be increased by the number of Shares surrendered.

         (b) Adjustments. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee shall, in such manner as
it may deem equitable, adjust any or all of (i) the number of Shares with
respect to which Awards may be granted, in aggregate or to any individual, (ii)
the number of Shares subject to outstanding Awards, and (iii) the exercise price
with respect to any Option or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award.

         (c) Substitute Options. Any Shares underlying Substitute Options shall
not, except in the case of Shares with respect to which Substitute Options are
granted to Employees who are officers or directors of the Company for purposes
of Section 16 of the Exchange Act or any successor section thereto, be counted
against the Shares available for Awards under the Plan.

         (d)    Sources of Shares Deliverable Under Awards.  Any Shares 
delivered pursuant to the exercise or vesting of an Award shall be treasury 
Shares.

         SECTION 5.  ELIGIBILITY.  Any Employee, including any officer or 
employee-director of the Company or any Affiliate, shall be eligible to be 
designated a Participant.

         SECTION 6.  STOCK OPTIONS.

         (a) Grant. Subject to the provisions of the Plan, the Committee shall
have sole and complete authority to determine the Employees to whom Options
shall be granted, the number of Shares to be covered by each Option, the
exercise price therefor and the conditions and limitations applicable to the
exercise of the Option. The Committee shall have the authority to grant only
Options that are not intended to be "incentive stock options" within the meaning
of Section 422 of the Code.

         (b)    Exercise Price.  The Committee shall establish the exercise 
price at the time each Option is granted, which price shall not be less than 
100% of the per Share Fair Market Value on the date of grant.


                                   3

<PAGE>


<PAGE>



         (c)    Exercise.  Each Option shall be exercisable at such times and 
subject to such terms and conditions as the Committee may, in its sole 
discretion, specify in the applicable Option Agreement or thereafter.  The 
Committee may impose such conditions with respect to the exercise of
Options, including, without limitation, any relating to the application of 
federal or state securities laws, as it may deem necessary or advisable.

         (d) Payment. No Shares shall be delivered pursuant to any exercise of
an Option until payment in full of the exercise price therefor is received by
the Company. Such payment may be made in cash, or its equivalent, or, if and to
the extent permitted by the Committee, by exchanging Shares owned by the
optionee (which are not the subject of any pledge or other security interest),
or by a combination of the foregoing, provided that the combined value of all
cash and cash equivalents and the Fair Market Value of any such Shares so
tendered to the Company as of the date of such tender is at least equal to such
exercise price.

         (e) Restoration Options. In the event that any Participant delivers
Shares in payment of the exercise price of an Option granted hereunder, the
Committee shall have the authority to grant or provide for the automatic grant
of a Restoration Option to such Participant, subject to Section 4(a). The grant
of a Restoration Option shall be subject to the satisfaction of such conditions
or criteria as the Committee in its sole discretion shall establish from time to
time. A Restoration Option shall entitle the holder thereof to purchase a number
of Shares equal to the number of such Shares so delivered upon exercise of the
original Option and, in the discretion of the Committee, the number of Shares,
if any, tendered to the Company to satisfy any withholding tax liability arising
in connection with the exercise of the original Option. A Restoration Option
shall have a per share exercise price of not less than 100% of the per Share
Fair Market Value on the date of grant of such Restoration Option, a term not
longer than the remaining term of the original Option at the time of exercise
thereof, and such other terms and conditions as the Committee in its sole
discretion shall determine.

         SECTION 7.  RESTRICTED STOCK.

         (a) Grant. Subject to the provisions of the Plan, the Committee shall
have sole and complete authority to determine the Employees to whom Shares of
Restricted Stock shall be granted, the number of Shares of Restricted Stock to
be granted to each Participant, the duration of the period during which, and the
conditions under which, the Restricted Stock may be forfeited to the Company,
and the other terms and conditions of such Awards.

         (b) Transfer Restrictions. Shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered, except as provided in
the Plan or the applicable Award Agreements. Certificates issued in respect of
Shares of Restricted Stock shall be registered in the name of the Participant
and deposited by such Participant, together with a stock power endorsed in
blank, with the Company. Upon the lapse of the restrictions applicable to such
Shares of Restricted Stock, the Company shall deliver such certificates to the
Participant or the Participant's legal representative.

         (c)    Dividends During Restricted Period.  Dividends paid on any 
Shares of Restricted Stock may be paid directly to the Participant, or may be 
reinvested in additional Shares of Restricted Stock, as determined by the 
Committee in its sole discretion.


                                       4

<PAGE>


<PAGE>


         SECTION 8.  AMENDMENT AND TERMINATION.

         (a) Amendments to the Plan. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without shareholder approval if such approval is necessary to
comply with any tax or regulatory requirement, including for these purposes any
approval requirement which is a prerequisite for exemptive relief from Section
16(b) of the Exchange Act for which or with which the Board deems it necessary
or desirable to qualify or comply. Notwithstanding anything to the contrary
herein, the Committee may amend the Plan in such manner as may be necessary so
as to have the Plan conform with local rules and regulations in any jurisdiction
outside the United States.

         (b) Amendments to Awards. The Committee may waive any conditions or
rights under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate, any Award theretofore granted, prospectively or retroactively;
provided that any such waiver, amendment, alteration, suspension,
discontinuance, cancellation or termination that would impair the rights of any
Participant or any holder or beneficiary of any Award theretofore granted shall
not to that extent be effective without consent of the affected Participant,
holder or beneficiary.

         (c) Adjustment of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee is hereby authorized to make adjustments in
the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including, without limitation, the events
described in Section 4(b) hereof) affecting the Company, any Affiliate, or the
financial statements of the Company or any Affiliate, or of changes in
applicable laws, regulations, or accounting principles, whenever the Committee
determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan.

         (d) Cancellation. Any provision of this Plan or any Award Agreement to
the contrary notwithstanding, the Committee may cause any Award granted
hereunder to be cancelled in consideration of a cash payment made to the holder
of such cancelled Award equal in value to the Fair Market Value of such
cancelled Award.

         SECTION 9.  GENERAL PROVISIONS.

         (a)    Nontransferability.

                (i) Each Award, and each right under any Award, shall be
         exercisable only by the Participant during the Participant's lifetime,
         or, if permissible under applicable law, by the Participant's guardian
         or legal representative or by a transferee receiving such Award
         pursuant to a qualified domestic relations order ("QDRO"), as
         determined by the Committee.

                (ii) No Award may be assigned, alienated, pledged, attached,
         sold or otherwise transferred or encumbered by a Participant otherwise
         than by will or by the laws of descent and distribution or pursuant to
         a QDRO, and any such purported assignment, alienation, pledge,
         attachment, sale, transfer or encumbrance shall be void and
         unenforceable against the 




                                       5

<PAGE>


<PAGE>


         Company or any Affiliate; provided that the designation of a 
         beneficiary shall not constitute an assignment, alienation, pledge, 
         attachment, sale, transfer or encumbrance.

         (b)    No Rights to Awards.  No Director, Employee, Participant or 
other Person shall have any claim to be granted any Award, and there is no 
obligation for uniformity of treatment of Employees, Participants, or holders 
or beneficiaries of Awards.  The term and conditions of Awards need not be the 
same with respect to each recipient.

         (c) Share Certificates. All certificates for Shares or other securities
of the Company or any Affiliate delivered under the Plan pursuant to the
exercise or vesting of any Award shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such Shares or other securities are
then listed, and any applicable Federal or state laws, and the Committee may
cause a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

         (d) Delegation. Subject to the terms of the Plan and applicable law,
the Committee may delegate to one or more officers or managers of the Company or
any Affiliate, or to a committee of such officers or managers, the authority,
subject to such terms and limitations as the Committee shall determine, to grant
Awards to, or to cancel, modify or waive rights with respect to, or to alter,
discontinue, suspend, or terminate Awards held by, Employees who are not
officers or directors of the Company for purposes of Section 16 of the Exchange
Act, or any successor section thereto, or who are otherwise not subject to such
Section.

         (e) Withholding. A Participant may be required to pay to the Company or
any Affiliate and the Company or the Affiliate shall have the right and is
hereby authorized to withhold from any payment due or transfer made pursuant to
the exercise or vesting of any Award or from any compensa tion or other amount
owing to a Participant the amount (in cash, Shares, other securities, or other
property) of any applicable withholding taxes in respect of the exercise or
vesting of an Award and to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for the payment of such taxes.
The Committee may provide for additional cash payments to holders of Awards to
defray or offset any tax arising from the exercise or vesting of any Award.

         (f) Award Agreements. Each Award hereunder shall be evidenced by an
Award Agreement which shall be delivered to the Participant and shall specify
the terms and conditions of the Award and any rules applicable thereto,
including but not limited to the effect on such Award of the death, retirement
or other termination of employment of a Participant and the effect, of any, of a
change in control of the Company.

         (g) No Limit on Other Compensation Arrangements. Nothing contained in
the Plan shall prevent the Company or any Affiliate from adopting or continuing
in effect other compensation arrangements, which may, but need not, provide for
the grant of the types of Awards provided for hereunder (subject to shareholder
approval if such approval is required), and such arrangements may be either
generally applicable or applicable only in specific cases.

         (h)    No Right to Employment or Service.  The grant of an Award shall 
not be construed as giving a Participant the right to be retained in the employ 
of the Company or any Affiliate. Further, 

                                       6

<PAGE>



<PAGE>


the Company or an Affiliate may at any time dismiss a Participant from
employment, free from any liability or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement.

         (i)    No Rights as Stockholder.  Subject to the provisions of the 
applicable Award, no Participant or holder or beneficiary of any Award shall
have any rights as a stockholder with respect to any Shares to be distributed
under the Plan until he or she has become the holder of such Shares.

         (j)    Governing Law.  The validity, construction, and effect of the 
Plan and any rules and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of Delaware.

         (k) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform the applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.

         (l) Other Laws. The Committee may refuse to issue or transfer any
Shares under any Award if, acting in its sole discretion, it determines that the
issuance or transfer of such Shares might violate any applicable law or
regulation or entitle the Company to recover the same under Section 16(b) of the
Exchange Act, and any payment tendered to the Company by a Participant, other
holder or beneficiary in connection with the exercise or vesting of such Award
shall be promptly refunded to the relevant Participant, holder or beneficiary.
Without limiting the generality of the foregoing, no Award granted hereunder
shall be construed as an offer to sell securities of the Company, and no such
offer shall be outstanding, unless and until the Committee in its sole
discretion has determined that any such offer, if made, would be in compliance
with all applicable requirements of the U.S. federal securities laws.

         (m)    No Trust or Fund Created.  Neither the Plan nor any Award shall 
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.

         (n) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be cancelled, terminated, or otherwise eliminated.

         (o)    Headings.  Headings are given to the Sections and subsections 
of the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.




                                       7

<PAGE>


<PAGE>


         SECTION 10.  TERM OF THE PLAN.

         (a)    Effective Date.  The Plan shall be effective as of the date of 
its adoption by the Board.

         (b) Expiration Date. No Award shall be granted under the Plan after
November 20, 2007. Unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award granted hereunder may, and the authority
of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or
terminate any such Award or to waive any conditions or rights under any such
Award shall, continue after November 20, 2007.







                                      8



<PAGE>