SAFETY COMPONENTS INTERNATIONAL, INC.

                        SENIOR MANAGEMENT INCENTIVE PLAN


     Section 1.  Purpose.  The purpose of the Safety  Components  International,
Inc. Senior Management Incentive Plan (the "Plan") is to benefit and advance the
interests of Safety Components International,  Inc., a Delaware corporation (the
"Company"),  by  rewarding  selected key  Executive  Officers of the Company (as
hereinafter  defined) for their contributions to the Company's financial success
and thereby motivating them to continue to make such contributions in the future
by granting annual performance based awards ("Awards").

     Section 2.  Definitions.  The following  terms when used in the Plan shall,
for purposes of the Plan, have the following meanings:

     "Awards" shall have the meaning ascribed thereto in Section 1 hereof.

     "Base  Salary"  shall mean the actual  base  salary  paid to a  Participant
during a Performance Period.

     "Base Salary  Percentage"  shall mean that  number,  as  determined  by the
Committee for each Participant, representing the percentage of the Participant's
Base Salary  which shall be payable as an Award  (subject  to  limitation  under
Section 7 hereof).

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

     "Change of Control" shall have the meaning ascribed thereto in Section 9(b)
hereof.

     "Code" shall mean the Internal  Revenue Code of 1986,  as amended,  and the
rules and regulations promulgated thereunder.

     "Committee" shall mean the Compensation Committee of the Board or any other
duly  established  committee  or  subcommittee  of  the  Board  that  the  Board
hereinafter determines shall act as the Committee for purposes of the Plan.

     "Company" shall have the meaning ascribed thereto in Section 1 hereof.

     "Conditional  Award"  shall have the  meaning  ascribed  thereto in Section
10(m) hereof.


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     "Continuing  Director"  shall mean,  as of any date of  determination,  any
member of the Board who (i) was a member of the Board on the  effective  date of
the Plan or (ii) was  nominated  for  election or elected to such board with the
affirmative  vote of a majority of the Continuing  Directors who were members of
the Board at the time of such nomination or election.

     "Determination  Date" shall have the meaning  ascribed thereto in Section 5
hereof.

     "Disability"  shall mean a  termination  of employment as determined by the
Committee,  by reason of a  Participant's  inability to perform  his/her  duties
under  his/her  employment  with the  Company  by reason of  illness,  injury or
incapacity (whether physical,  mental,  emotional or psychological) for a period
of either (i) ninety (90) consecutive days or (ii) one hundred eighty (180) days
in any consecutive three hundred sixty-five (365) day period.

     "Effective  Date" shall have the meaning  ascribed thereto in Section 10(m)
hereof.

     "Eligible  Persons"  shall have the meaning  ascribed  thereto in Section 4
hereof.

     "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

     "Financial  Criteria"  shall have the meaning  ascribed  thereto in Section
5(a) hereof.

     "Fiscal  Year"  shall mean the fiscal year ending on March 31 or such other
period that the Company may hereafter adopt as its fiscal year.

     "Key Executive  Officer" shall mean each of the President,  Chief Executive
Officer,  Chief  Financial  Officer,  Chief  Operating  Officer,  Executive Vice
President,  Secretary  and  Treasurer  of the Company  and such other  executive
officers of the Company as may be designated by the Committee.

     "Participant" shall mean each Key Executive Officer who has been designated
for  participation  in the Plan by the  Committee in  accordance  with Section 5
hereof.

     "Performance  Period" shall mean the Fiscal Year of the Company to which an
Award relates.

     "Performance  Threshold" shall have the meaning ascribed thereto in Section
5 hereof.

     "Plan" shall have the meaning ascribed thereto in Section 1 hereof.

     "Retirement"  shall mean  termination of the employment of an employee with
the Company on or after the employee's 65th birthday.



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     "Rules and  Regulations"  shall mean the rules and regulations  promulgated
under the Securities Exchange Act of 1934, as amended.

     "Target" shall have the meaning ascribed thereto in Section 5(a) hereof.

     Section 3. Administration of the Plan.

     (a)  Generally.  The  Plan  shall be  administered  by the  Committee.  The
Committee is  authorized  to  administer,  interpret and apply the Plan and from
time to time may adopt such rules,  regulations  and guidelines  consistent with
the  provisions  of the Plan as it may deem  advisable  to carry  out the  Plan,
except that, to the extent  permitted by Code Section 162(m),  the Committee may
authorize  any one or more of its  members,  or any officer of the  Company,  to
execute  and  deliver  documents  on behalf of the  Committee.  The  Committee's
interpretations  of the Plan, and all actions taken and  determinations  made by
the Committee pursuant to the powers vested in it hereunder, shall be conclusive
and binding on all parties  concerned,  including the Company,  its shareholders
and the Participants.  The Committee shall have authority to determine the terms
and conditions of the Awards granted to Participants.

     (b) Reliance  and  Indemnification.  The  Committee  may employ  attorneys,
consultants, accountants or other persons in connection with its administration,
interpretation  and application of the Plan, and the Committee,  the Company and
its officers and directors  shall be entitled to rely upon the advice,  opinions
or  valuations  of any  such  persons.  No  member  of the  Committee  shall  be
personally liable for any action,  determination or interpretation taken or made
in good  faith by the  Committee  with  respect  to the Plan or  Awards  granted
hereunder,  and all  members of the  Committee  shall be fully  indemnified  and
protected  by the  Company  in  respect  of any such  action,  determination  or
interpretation.

     Section 4.  Participants.  Only Key  Executive  Officers  are  eligible  to
participate in the Plan ("Eligible Persons").  An individual shall not be deemed
an  employee  for  purposes  of  the  Plan  unless  such   individual   receives
compensation  from the  Company  for  services  performed  as an employee of the
Company.

     Section  5.  Determination  of  Targets.  Prior  to the  beginning  of each
Performance  Period or, with respect to Eligible Persons  commencing  employment
after the beginning of a Performance  Period,  prior to any later date described
in  Treasury  Regulation  1.162-27(e)(2)  (or  any  successor  thereto)  (each a
"Determination  Date"),  the  Committee  shall select the  Participants  for the
Fiscal  Year or Fiscal  Years to be  covered by any Award or Awards and adopt in
writing, with respect to each Participant, each of the following:

     (a) One or more  Targets  (each a  "Target"),  which  shall  be  equal to a
desired level or levels for any Fiscal Year of any or a  combination  of certain
financial  criteria on an absolute or relative basis  (including  comparisons of
results for the  Performance  Period to either (x) results for the prior  Fiscal
Year or (y) budget for the Performance Period), and where applicable,


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measured before or after  interest,  depreciation,  amortization,  service fees,
extraordinary  items and/or special items, each as determined in accordance with
generally accepted accounting principles consistently applied for the Company on
a  consolidated  basis  (collectively,  the "Financial  Criteria").  The initial
Financial  Criteria  (which shall continue to be the Financial  Criteria until a
substitute  criteria is designated by the Committee) shall be earnings per share
of the  Company's  common  stock as  determined  in  accordance  with  generally
accepted accounting principles.

     (b) The Base Salary Percentage, which shall be used to establish the amount
which shall be payable as an Award  depending upon the degree of satisfaction of
the Participant's Target.

     (c) A performance  threshold (the "Performance  Threshold") with respect to
each Target based upon one or more  Financial  Criteria  representing  a minimum
amount,  which  if not  achieved,  would  result  in no  Award  being  made to a
Participant under the Plan.

     (d) A mathematical formula or matrix which shall contain weighting for each
Target  and  indicate  the  extent  to which  Awards  will be made  (subject  to
limitation   under   Section  7  hereof)  if  such   Participant's   Performance
Threshold(s)  is not  exceeded,  including  if such  Participant's  Target(s) is
achieved or exceeded.

     Section 6. Calculation of Awards; Certification;  Payment; Deferral. Awards
may be granted only to  Participants  with respect to each  Performance  Period,
subject  to the  terms  and  conditions  set  forth  in the  Plan.  As  soon  as
practicable after the end of the Performance Period, and subject to verification
by the Committee, based upon the audited financial statements of the Company, of
the applicable Financial Criteria,  the Committee shall determine,  with respect
to each  Participant,  whether  and  the  extent  to  which  such  Participant's
Performance  Threshold(s) is met or exceeded,  including the extent to which, if
any, the  applicable  Target(s)  was attained or  exceeded.  Each  Participant's
Award, if any, shall be calculated in accordance with the  mathematical  formula
or matrix  determined  pursuant to Section 5 hereof,  and subject to  limitation
under Section 7 hereof.  The Committee shall certify in writing to the Board the
amount of such Awards and satisfy  itself  that each  material  term of the Plan
relating to such Award(s) has been satisfied. The determination of the Committee
shall be final and  conclusive.  Subject to Section 8 hereof,  such Award  shall
become payable in cash as promptly as  practicable  after  certification  of the
Award.  However,  from time to time,  prior to the  beginning  of a  Performance
Period,  the  Committee  may,  in  its  sole  discretion  (under  uniform  rules
applicable to all  Participants  and in compliance with applicable law in effect
at such time),  offer  Participants the opportunity to defer receipt of all or a
portion of any Award that is made (subject to limitation under Section 7 hereof)
for such Performance Period.

     Section  7.  Limitations.   The  aggregate  amount  of  any  Award  to  any
Participant for any Performance Period shall not exceed $2,000,000.

     Section  8.  Employment  Requirement.  Employment  Requirement.  Except  as
provided  in Section 9 hereof,  no  Participant  shall have any right to receive
payment of any Award


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unless such Participant remains in the employ of the Company through the date of
certification  of such  Award  by the  Committee;  provided,  however,  that the
Committee  may, in its sole  discretion,  pay all or any part of an Award to any
Participant whose employment with the Company is terminated,  prior to such date
of certification,  by reason of death, Disability or Retirement,  or where other
special circumstances exist with respect to such Participant.

     Section 9. Change of Control.

     (a) Change of Control.  Upon the  occurrence  of a Change of Control of the
Company,  prior to the end of a Performance  Period or the date of certification
of an Award earned in such Performance  Period,  unless  otherwise  specifically
prohibited  under  applicable  laws,  or by the  rules  and  regulations  of any
governing  governmental  agencies or national securities  exchanges,  the Target
relating  to the  Performance  Period in which the date of the Change of Control
occurs shall be deemed to have been  achieved;  provided,  however,  that if the
actual  performance  of the Company for the portion of such  Performance  Period
completed  prior to the  Change  of  Control,  when pro  rated  over the  entire
Performance  Period,   exceeds  such  Target,  then  the  Awards  payable  to  a
Participant  shall be based upon the  actual  performance  of the  Company as so
calculated  (subject  to the  limitation  under  Section 7 hereof).  Payments of
Awards shall be made as promptly as  practicable  after the date that the Change
of Control occurs.

     (b)  Definition.  A "Change of Control" of the Company  means and  includes
each of the following:  (i) the  acquisition,  in one or more  transactions,  of
beneficial  ownership  (within  the  meaning  of Rule  13d-3  of the  Rules  and
Regulations)  by any person or entity or any group of persons  or  entities  who
constitute  a group  (within  the  meaning of Section  13(d)(3) of the Rules and
Regulations)  (other than Robert A. Zummo, a member of his immediate  family,  a
trust or similar estate planning vehicle  established by Mr. Zummo, or an entity
in which Mr.  Zummo  owns,  directly  or  indirectly,  a majority  of the equity
securities or voting  rights),  of any securities of the Company such that, as a
result of such acquisition, such person, entity or group either (A) beneficially
owns (within the meaning of Rule l3d-3 of the Rules and  Regulations),  directly
or  indirectly,  more than 30% of the Company's  outstanding  voting  securities
entitled  to vote on a regular  basis for a majority of the members of the Board
or (B) otherwise has the ability to elect, directly or indirectly, a majority of
the  members of the Board;  (ii) a change in the  composition  of the Board such
that a majority of the members of the Board are not Continuing Directors;  (iii)
the closing  date of a merger or  consolidation  of the  Company  with any other
corporation,  other than a merger or  consolidation  which results in the voting
securities of the Company  outstanding  immediately prior thereto  continuing to
represent  (either by remaining  outstanding  or by being  converted into voting
securities  of the  surviving  entity)  at least 80% of the total  voting  power
represented  by the voting  securities of the Company or such  surviving  entity
outstanding   immediately   after  such  merger  or   consolidation;   (iv)  the
stockholders  of the  Company  approve  a plan of  complete  liquidation  of the
Company;  or (v) the closing date of the sale or  disposition by the Company (if
consummated in more than one  transaction,  the initial  closing date) of all or
substantially all of the Company's  assets,  following  shareholder  approval of
such sale or disposition.



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Notwithstanding the foregoing,  the preceding events shall not be deemed to be a
Change of Control if,  prior to any  transaction  or  transactions  causing such
change,  a majority of the  Continuing  Directors  shall have voted not to treat
such transaction or transactions as resulting in a Change of Control.

     Section 10. Miscellaneous.

     (a) No Contract; No Rights to Awards or Continued  Employment.  The Plan is
not a contract  between the Company and any  Participant or other  employee.  No
Participant  or other  employee  shall have any claim or right to receive Awards
under  the  Plan.  Neither  the Plan nor any  action  taken  hereunder  shall be
construed as giving any employee any right to be retained by the Company.

     (b) No Right to Future Participation.  Participation in the Plan during one
Performance   Period  shall  not  guarantee   participation   during  any  other
Performance Period.

     (c)  Restriction on Transfer.  The rights of a Participant  with respect to
Awards under the Plan shall not be  transferable by the Participant to whom such
Award is granted (other than by will or the laws of descent and  distribution to
the extent  permitted by the  Committee  pursuant to Section 8 hereof),  and any
attempted  assignment  or transfer  shall be null and void and shall  permit the
Committee, in its sole discretion,  to extinguish the Company's obligation under
the Plan to pay any Award with respect to such Participant.

     (d) Tax  Withholding.  The Company  shall have the right to deduct from all
payments made under the Plan to a Participant or to a Participant's  beneficiary
or  beneficiaries  any  Federal,  state or  local  taxes  required  by law to be
withheld with respect to such payments.

     (e) No  Restriction on Right of Company to Effect  Changes.  The Plan shall
not affect in any way the right or power of the Company or its  shareholders  to
make or authorize any  recapitalization,  reorganization,  merger,  acquisition,
divestiture,  consolidation,  spin off, combination,  liquidation,  dissolution,
sale of assets,  or other similar  corporate  transaction or event involving the
Company or a subsidiary thereof or any other event or series of events,  whether
of a similar character or otherwise.

     (f)  Source of  Payments.  The Plan shall be  unfunded.  The Plan shall not
create or be  construed  to create a trust or separate  fund or  segregation  of
assets  of any  kind or a  fiduciary  relationship  between  the  Company  and a
Participant  or any other  individual,  corporation,  partnership,  association,
joint-stock  company,  trust,  unincorporated  organization,  or  government  or
political  subdivision thereof. To the extent that any Participant is granted an
Award under  Section 6 hereof  (subject to  limitation  under Section 7 hereof),
such  Participant's  right to receive  such Award  shall be no greater  than the
right of any unsecured general creditor of the Company.



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     (g) No Interest.  If the Company for any reason fails to make payment of an
Award at the time such Award  becomes  payable,  the Company shall not be liable
for any interest or other charges thereon.

     (h) Amendment and Termination.

     (i) Amendment and  Termination  of the Plan.  The Committee may at any time
and from time to time alter, amend, suspend or terminate the Plan in whole or in
part; no such  amendment  shall be effective  which alters the Award,  Target or
other  criteria  relating  to an  Award  applicable  to a  Participant  for  the
Performance  Period in which  such  amendment  is made or any prior  Performance
Period, except any such amendment that may be made without causing such Award to
cease to qualify as performance-based compensation under Section 162(m)(4)(C) of
the Code. In addition,  no amendment shall be made which  adversely  affects the
rights of the  Participant  with respect to an  outstanding  Award,  without the
consent of such Participant.

     (ii) Correction of Defects,  Omissions and  Inconsistencies.  The Committee
may correct any defect,  supply any omission or reconcile any  inconsistency  in
the Plan or any Award in the manner  and to the extent it shall  desire to carry
the Plan into effect.

     (i) Governmental Regulations.  The Plan, and all Awards hereunder, shall be
subject  to all  applicable  rules  and  regulations  of  governmental  or other
authorities.

     (j) Headings.  The headings of sections and subsections herein are included
solely for  convenience  of reference and shall not affect the meaning of any of
the provisions of the Plan.

     (k)   Governing   Law.   The   validity,   construction,    interpretation,
administration  and  effect of the Plan and of its rules  and  regulations,  and
rights relating to the Plan,  shall be determined  solely in accordance with the
laws of the State of Delaware,  without regard to the  choice-of-law  principles
thereof, and applicable federal law.

     (l)  Severability.  If any term or provision of the Plan or the application
thereof (i) as to any  Participant or  circumstance  (other than as described in
clause  (ii)) is, to any extent,  found to be illegal or invalid,  or (ii) would
cause  any  Award  to  any  Participant  not  to  constitute   performance-based
compensation  under Section  162(m)(4)(C)  of the Code, then the Committee shall
sever  such  term or  provision  from  the Plan  and,  thereupon,  such  term or
provision shall not be a part of the Plan.

     (m)  Effective  Date.  The Plan shall be effective as of April 1, 1997 (the
"Effective  Date");  provided,  however,  that it  shall be a  condition  to the
effectiveness  of any  Awards  which  are  effective  on or after  April 1, 1998
("Conditional  Awards"),  that the  shareholders of the Company entitled to vote
thereon  approve  the Plan at the 1998  Annual  Meeting of  Shareholders  of the
Company. Such approval shall meet the requirements of Section 162(m) of the Code
and the


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regulations  thereunder.  If such approval is not obtained, then any Conditional
Award shall be void ab initio.

     (n) Approval and Re-approval by Shareholders.  To the extent required under
Section  162(m)  of the  Code,  (i) any  change  to the  material  terms  of the
Financial Criteria shall be disclosed to and approved by the shareholders of the
Company  entitled to vote thereon at the next Annual Meeting of  Shareholders of
the Company to be held following such change, and (ii) the material terms of the
Financial  Criteria shall be disclosed to and re-approved by the shareholders of
the  Company  entitled  to vote  thereon  no later  than the  Annual  Meeting of
Shareholders  of the Company that occurs in the fifth year following the year in
which shareholders of the Company approve the Financial Criteria.



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