November 15, 1999

The Special Committee of the Board of Directors
The Warnaco Group, Inc.
90 Park Avenue
New York, New York 10016

Members of the Special Committee:

     You have asked us to advise you with respect to the fairness, from a
financial point of view, to The Warnaco Group, Inc. ("Parent") of the
consideration to be paid by Parent pursuant to the terms of the Agreement and
Plan of Merger, dated as of November 15, 1999 (the "Merger Agreement"), among
Parent, A Acquisition Corp., a wholly owned subsidiary of Parent ("Sub"), and
Authentic Fitness Corporation (the "Target"). The Merger Agreement provides for,
among other things, a cash tender offer by Sub to acquire all of the outstanding
shares of the common stock, par value $.001 per share, of the Target, together
with associated share purchase rights (together the "Shares"), at a price of
$20.80 per Share (the "Tender Offer"), and for a subsequent merger of Sub with
and into Target pursuant to which each remaining outstanding Share not purchased
in the Tender Offer (other than any Shares held in the treasury of the Target or
owned by Parent, Sub or their respective subsidiaries) will be converted into
the right to receive $20.80 in cash (the "Merger" and, together with the Tender
Offer, the "Transaction"). The terms and conditions of the Transaction are set
forth in more detail in the Offer to Purchase relating to the Tender Offer (the
"Offer to Purchase") and the Merger Agreement.

     In connection with rendering our opinion, we have reviewed drafts of the
Offer to Purchase and the Merger Agreement, and for purposes hereof, we have
assumed that the final forms of these documents will not differ in any material
respect from the drafts provided to us. We have also reviewed and analyzed
certain publicly available business and financial information relating to the
Target and Parent for recent years and interim periods to date, estimates of the
financial performance of Target for fiscal year 2000 published by third party
research analysts, which estimates were consistent with and included in the
consensus estimates of Target's earnings per share for such years as published
by First Call Corporation, a reporting service (such analysts estimates, the
"Analysts Estimates") and certain financial and operating information concerning
Target, including prospective financial information prepared by the Target and
Parent and provided to us for purposes of our analysis, and we have met with the
management of the Parent to review and discuss such information and, among other
matters, the Target's business, operations, assets, financial condition and
future prospects.

     We have reviewed and considered certain financial and stock market data
relating to the Target, and we have compared that data with similar data for
certain other companies, the securities of which are publicly traded, that we
believe may be relevant or comparable in certain respects to the Target or one
or more of its businesses or assets, and we have reviewed and considered the
financial terms of certain recent acquisitions and business combination
transactions in the apparel industry that we believe to be reasonably comparable
to the Transaction or otherwise relevant to our inquiry. We have also performed
such other financial studies, analyses, and investigations and reviewed such
other information as we considered appropriate for purposes of this opinion.

     In our review and analysis and in formulating our opinion, we have assumed
and relied upon the accuracy and completeness of all of the financial and other
information provided to or discussed with us or publicly available, and we have
not assumed any responsibility for independent verification of any of such
information. We have also assumed and relied upon the reasonableness and
accuracy of the Analysts Estimates and prospective financial information
regarding Target for fiscal 2001 and 2002 prepared by Parent and provided to us
for purposes of our analysis (the "Management Prospective Financial
Information", and, together with the Analysts Estimates, the "Prospective
Financial Information"), and we have assumed that the Prospective Financial
Information reflects the best currently available information with respect to
Target's future financial performance and that the








Management Prospective Financial Information was reasonably prepared by Parent's
management in good faith and on bases reflecting the best currently available
judgments and estimates of Parent's management. We express no opinion with
respect to such Prospective Financial Information or the assumptions upon which
it is based. In addition, we have not reviewed any of the books and records of
the Target or Parent, or assumed any responsibility for conducting a physical
inspection of the properties or facilities of the Target or Parent, or for
making or obtaining an independent valuation or appraisal of the assets or
liabilities (contingent or otherwise) of the Target or Parent, and no such
independent valuation or appraisal was provided to us. We also have assumed that
obtaining all regulatory and other approvals and third-party consents required
for consummation of the Transaction will not have an adverse impact on Parent or
the Target or on the anticipated benefits of the Transaction, and we have
assumed that the transactions described in the Merger Agreement will be
consummated without waiver or modification of any of the material terms or
conditions contained therein by any party thereto. Our opinion is necessarily
based on economic and market conditions and other circumstances as they exist
and can be evaluated by us as of the date hereof.

     In the ordinary course of our business, we may actively trade the debt and
equity securities of the Target and Parent for our own account and for the
accounts of customers and, accordingly, may at any time hold a long or short
position in such securities.

     We are acting as financial advisor to the Special Committee of the Board of
Directors of Parent in connection with the proposed Transaction and will receive
a fee for our services, a significant portion of which is contingent upon the
consummation of the Transaction.

     Our opinion addresses only the fairness from a financial point of view to
Parent of the consideration to be paid by Parent pursuant to the Transaction,
and we do not express any views on any other terms of the Transaction.
Specifically, our opinion does not address Parent's underlying business decision
to effect the Transaction.

     It is understood that this letter is for the benefit and use of the Special
Committee of the Board of Directors of Parent in its consideration of the
Transaction, and may not be disseminated, quoted, referred to or reproduced at
any time or in any manner without our prior written consent. This letter may,
however, be included in its entirety in materials filed with the Securities and
Exchange Commission in connection with the Tender Offer or Merger.

     Based upon and subject to the foregoing, including the various assumptions
and limitations set forth herein, it is our opinion that as of the date hereof,
the $20.80 per Share cash consideration to be paid by Parent pursuant to the
Tender Offer and the Merger is fair to Parent from a financial point of view.


                                          Very truly yours,


                                          WASSERSTEIN PERELLA & CO., INC.