AMENDED AND RESTATED
 
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                             THE WARNACO GROUP, INC.
 
               The undersigned officer of The Warnaco Group, Inc., a corporation
organized and existing under the laws of the State of Delaware (the
"Corporation"), does hereby certify as follows:
 
               (1) The name of the corporation is The Warnaco Group, Inc.
 
               (2) The Certificate of Incorporation of the Corporation was
originally filed with the Secretary of State of the State of Delaware on March
14, 1986 under the name W Acquisition Corp.
 
               (3) The Certificate of Incorporation of the Corporation has now
been amended and restated pursuant to the authority of Section 303 of the
General Corporation Law of the State of Delaware ("General Corporation Law") and
Section 5.5 of the First Amended Joint Plan of Reorganization of The Warnaco
Group, Inc. and its Affiliated Debtors and Debtors in Possession under Chapter
11 of the Bankruptcy Code, dated November 8, 2002 (the "Plan") and shall be
effective on the "Effective Date" as defined in the Plan.
 
               (4) This Amended and Restated Certificate of Incorporation
supersedes the original Certificate of Incorporation as heretofore amended.
 
               (5) The text of the Amended and Restated Certificate of
Incorporation of the Corporation, as further amended hereby, is restated to read
in its entirety as follows:
 
                                    ARTICLE I
 
                                      Name
 
               The name of the corporation is The Warnaco Group, Inc. (the
"Corporation").
 
                                   ARTICLE II
 
                     Registered Office and Registered Agent
 
               The address of the registered office of the Corporation in the
State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware
19808. The name of its registered agent at such address is United States
Corporation Company.
 
 
 
 
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                                  ARTICLE III
 
                                Corporate Purpose
 
               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.
 
                                   ARTICLE IV
 
                                  Capital Stock
 
               (1) Authorized Capital
 
               (a) The total number of shares of capital stock that the
Corporation shall have authority to issue is: (i) 112,500,000 shares of Common
Stock, $0.01 par value ("Common Stock") and (ii) 20,000,000 shares of Preferred
Stock, $0.01 par value, of which 112,500 shares shall be Series A Preferred
Stock ("Series A Preferred Stock").
 
               (b) The number of authorized shares of Common Stock or Preferred
Stock may be increased or decreased (but not then below the number of shares
thereof then outstanding) from time to time by the affirmative vote of the
holders of a majority of the stock of the Corporation then entitled to vote.
 
               (2) Common Stock
 
               (a) Identical Rights and Privileges. Except as otherwise
expressly provided in this Amended and Restated Certificate of Incorporation,
all outstanding shares of Common Stock shall be identical and shall entitle the
holders thereof to the same rights and privileges.
 
               (b) Dividends and Distributions. As, if and when dividends or
distributions are declared on outstanding shares of Common Stock, whether
payable in cash, in property or in securities of the Corporation, the holders of
outstanding shares of Common Stock shall be entitled to share equally, share for
share, in such dividends and distributions.
 
               (c) Liquidation. Upon any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, the holders of outstanding
shares of Common Stock shall be entitled to share equally, share for share, in
the assets of the Corporation to be distributed among the holders of shares of
the Common Stock.
 
               (d) Voting Rights
 
                    i. In General. The holders of outstanding shares of Common
               Stock shall have the right to vote on the election and removal of
               the directors of the Corporation and on all other matters to be
               voted on by the stockholders of the Corporation.
 
                    ii. Procedures at Meetings. At every meeting with respect to
               matters on which the holders of outstanding shares of Common
               Stock are entitled to vote,
 
 
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               the holders of outstanding shares of Common Stock shall be
               entitled to one vote per share.
 
               (3) Preferred Stock.
 
               (a) Authority to Issue. The Board of Directors of the Corporation
is hereby expressly granted authority, subject to the provisions of this Amended
and Restated Certificate of Incorporation, to authorize in accordance with the
laws of the State of Delaware from time to time the issue of one or more series
of Preferred Stock and with respect to any such series to fix the numbers,
designations, rights (other than voting rights), preferences and limitations of
such series.
 
               (b) Voting Rights. Each share of Preferred Stock of any series
shall have voting rights equal to 1/1000th of the vote of one share of Common
Stock and all holders of shares of Preferred Stock shall vote together with the
holders of Common Stock.
 
               (c) Changes. The Board of Directors may, subject to the
provisions of this Amended and Restated Certificate of Incorporation and the
laws of the State of Delaware, change the designation, rights, preferences,
limitations, description and terms of, and number of shares in, any series as to
which no shares have theretofore been issued.
 
               (d) Series. All shares of any one series shall be identical in
all respects with all the other shares of such series, except that shares of any
one series issued at different times may differ as to the dates from which
dividends thereon shall be cumulative.
 
               (e) Status of Redeemed Preferred Stock. Shares of any series of
Preferred Stock which have been redeemed (whether through the operation of a
sinking fund or otherwise) or purchased by the Corporation, or which, if
convertible, have been converted into shares of the Corporation of any other
class or classes, shall have the status of authorized and unissued shares of
Preferred Stock which are not classified into any series.
 
               (4) Series A Preferred Stock
 
               The Series A Preferred Stock shall have the voting power,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations or restrictions thereof, as set forth in the
Certificate of Designation attached hereto as Annex A.
 
                                    ARTICLE V
 
                                    Directors
 
               (1) The number of directors shall be not less than 5 or more than
12, which number may be fixed or changed from time to time, within such minimum
and maximum.
 
               (2) Elections of directors of the Corporation need not be by
written ballot, except and to the extent provided in the By-laws of the
Corporation.
 
 
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               (3) To the fullest extent permitted by the General Corporation
Law as it now exists and as it may hereafter be amended, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director.
 
                                   ARTICLE VI
 
                                  Stockholders
 
               (1) Special meetings of stockholders may be called in accordance
with and by the persons set forth in the By-laws of the Corporation; provided,
however that the recordholders of at least 15% of the Common Stock of the
Corporation shall always have the power to call such meetings.
 
               (2) Any action required by the General Corporation Law to be
taken at any annual or special meeting of stockholders, and any action which may
be taken at any annual or special meeting of stockholders, may be taken without
a meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the recordholders of
Common Stock having not less than the minimum number of votes necessary to
authorize or take such action at a meeting at which the recordholders of all
Common Stock entitled to vote thereon were present and voted.
 
                                   ARTICLE VII
 
                Indemnification of Directors, Officers and Others
 
               (1) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that the person is or was a director, officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in, or not opposed
to, the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the person's conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which the person reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
 
               (2) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer of the Corporation, or is or was serving at the request of the
 
 
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<PAGE>
 
Corporation as a director, officer of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
 
               (3) To the extent that a present or former director or officer of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections (1) and (2) of this Article
VII, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.
 
               (4) Any indemnification under Sections (1) and (2) of this
Article VII (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer is proper in the circumstances because the
person has met the applicable standard of conduct set forth in such Sections (1)
and (2). Such determination shall be made, with respect to a person who is a
director or officer at the time of such determination, (a) by a majority vote of
the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (b) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (c) if there
are no such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (d) by the stockholders of the Corporation.
 
               (5) Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation authorized in this Article VII. Such expenses
(including attorneys' fees) incurred by former directors and officers may be so
paid upon such terms and conditions, if any, as the Corporation deems
appropriate.
 
               (6) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other sections of this Article VII shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any law, by-law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another capacity while
holding such office.
 
               (7) The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer of the Corporation, or is or was
serving at the request of
 
 
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<PAGE>
 
the Corporation as a director, officer of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of Section 145 of the General
Corporation Law.
 
               (8) For purposes of this Article VII, references to "the
Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, so that any
person who is or was a director, officer of such constituent corporation, or is
or was serving at the request of such constituent corporation as a director,
officer of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article VII with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.
 
               (9) For purposes of this Article VII, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer of the Corporation which
imposes duties on, or involves service by, such director, officer with respect
to an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this Article VII.
 
               (10) The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article VII shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.
 
                                  ARTICLE VIII
 
                                     By-Laws
 
               The Board shall have the power to adopt, amend or repeal by-laws.
 
                                   ARTICLE IX
 
                                 Reorganization
 
               Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of
 
 
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<PAGE>
 
Section 291 of Title 8 of the Delaware Code or on the application of trustees
in dissolution or of any receiver or receivers appointed for this Corporation
under the provisions of Section 279 of Title 8 of the Delaware Code order a
meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be, to be summoned
in such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.
 
                                    ARTICLE X
 
                                    Amendment
 
               The Corporation reserves the right to amend, alter, change or
repeal any provision of this Certificate of Incorporation, in the manner now or
hereafter prescribed by law, and all rights conferred on stockholders in this
Amended and Restated Certificate of Incorporation are subject to this
reservation.
 
                                   ARTICLE XI
 
                Section 1123 of the United States Bankruptcy Code
 
               The Corporation shall not issue any class of non-voting equity
securities unless and solely to the extent permitted by Section 1123(a)(6) of
the United States Bankruptcy Code (the "Bankruptcy Code") as in effect on the
effective date of the Plan of Reorganization; provided, however, that this
Article XI of this Amended and Restated Certificate of Incorporation : (a) will
have no further force and effect beyond that required under Section 1123(a)(6)
of the Bankruptcy Code; (b) will have such force and effect, if any, only for so
long as Section 1123(a)(6) of the Bankruptcy Code is in effect and applicable to
the Corporation; and (c) in all events may be amended or eliminated in
accordance with applicable law as from time to time in effect.