SAFETY COMPONENTS INTERNATIONAL, INC.

                            MANAGEMENT INCENTIVE PLAN


     Section 1.  Purpose.  The purpose of the Safety  Components  International,
Inc.  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  employees  of the Company and its Business
Units (as defined  herein) 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:

     "Actual  Performance"  shall have the meaning ascribed thereto in Section 6
hereof.

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

     "Base Salary" shall mean the annual base salary of the  Participant  on the
first day of the Performance Period or, in the case of a Participant  commencing
employment after such date (to the extent  permitted by Section 5 hereof),  such
Participant's annual base salary on the date of such commencement.

     "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 8 hereof)  in the event  that  100% of the  Participant's  Target(s)  is
achieved.

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

     "Business  Unit"  shall  mean  the  division,  regional  operating  unit or
Subsidiary  of the Company  designated  as such by the Committee for purposes of
this Plan. The initial  Business Units shall be Valentec  Wells,  Galion,  Inc.,
Valentec Systems, Inc., Automotive Safety Components International S.A. de C.V.,
Europe Division and Safety Components Fabric  Technologies,  Inc.  Business Unit
designations may be modified from time to time by the Committee.

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



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     "Committee" shall mean the Compensation Committee of the Board or any other
duly established  committee or subcommittee of the Board in each case satisfying
the  requirements  of 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.

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

     "Disability"  shall mean  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 or any of its  Subsidiaries 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.

     "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.

     "Key Employee" shall mean those full-time management level employees of the
Company or the Business Units  designated by the Committee for  participation in
the Plan.

     "Minimum Bonus Amount" shall have the meaning ascribed thereto in Section 6
hereof.

     "Minimum  Threshold  Amount"  shall have the  meaning  ascribed  thereto in
Section 6 hereof.

     "Participant"  shall mean each Key  Employee  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.


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

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

     "Subsidiary"  shall  mean with  respect  to any  person,  any  corporation,
association or other business entity of which securities  representing more than
50% of the combined  voting power of all classes of equity  interests (or in the
case of an association or other business entity which is not a corporation,  50%
or more of the equity interest) is at the time owned or controlled,  directly or
indirectly, by that person, corporation, association or other business entity or
one or more of its Subsidiaries or a combination thereof.

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

     "Targeted  Bonus  Amount"  shall mean an amount  equal to the  product of a
Participant's (i) Base Salary Percentage and (ii) Base Salary.

     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, 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.

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     Section 4. Eligible Persons;  Participants.  Only Key Employees (other than
Key  Executive  Officers  who shall  instead be eligible to  participate  in the
Senior Management  Incentive Plan of the Company) 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 either
the Company or one of its Business  Units for services  performed as an employee
of the Company or any one of its Business Units.

     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 set by the
Committee,  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,  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");  provided,
however,  that with  respect to any  Participant  who is  employed by a Business
Unit, the Financial Criteria shall be based on the results of such Business Unit
rather than consolidated  results of the Company. The initial Financial Criteria
(which shall continue to be the Financial  Criteria until a substitute  criteria
is  designated  by the  Committee)  shall be earnings  before  interest,  taxes,
depreciation  and  amortization  as  determined  in  accordance  with  generally
accepted accounting principles.

     (b) The Base Salary Percentage.

     Section 6. Minimum  Threshold  Amount;  Awards.  Unless the Committee shall
determine otherwise, Awards shall contain the terms set forth in this Section 6.
With  respect to each  Performance  Period,  the minimum  threshold  amount with
respect to each Target,  which shall be required for a Participant to achieve an
Award,  shall  be  equal  to 90% of  such  Participant's  Target  (the  "Minimum
Threshold  Amount").  In the event  that the  actual  performance  (the  "Actual
Performance"),  based upon the designated  Financial  Criteria,  of the Business
Unit applicable to the Participant is equal to the Minimum Threshold Amount, the
Participant  shall be  entitled  to  receive  an Award  equal to 50% of  his/her
respective Targeted Bonus Amount (the "Minimum Bonus Amount"). In the event that
the  Actual  Performance  is less than 100% of the  Target  but in excess of the
Minimum Threshold Amount, the Participant shall be entitled to an Award equal to
the  sum of (i)  the  Minimum  Bonus  Amount  and  (ii) an  amount  equal  to 5%
multiplied by the Targeted Bonus Amount for each 1% that the Actual  Performance
exceeds the Minimum  Threshold  Amount  (subject to the  limitation set forth in
Section 8 hereof). In the event that the Actual Performance is in excess


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of 100% of the Target,  the  Participant  shall be entitled to an Award equal to
the sum of (i)  the  Targeted  Bonus  Amount  and  (ii) an  amount  equal  to 4%
multiplied by the Targeted Bonus Amount for each 1% that the Actual  Performance
exceeds the Target (subject to the limitation set forth in Section 8 hereof).

     Section 7. 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  Company's  Chief  Financial  Officer,  based upon the audited  financial
statements of the Company, of the applicable  Financial Criteria,  the Company's
Chief Financial  Officer shall  determine,  report and certify in writing to the
Committee with respect to each Participant  whether and the extent to which such
Participant's  Minimum  Threshold  Amount is 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 Section 6
hereof or such other  terms as the  Committee  shall  adopt,  and subject to the
limitation  under Section 8 hereof.  The  determination  of the Chief  Financial
Officer shall be final and conclusive.  Subject to Section 9 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 the  limitation  under  Section 8
hereof) for such Performance Period.

     Section  8.  Limitations.   The  aggregate  amount  of  any  Award  to  any
Participant for any Performance Period shall not exceed the amount determined by
multiplying such Participant's Targeted Bonus Amount by a factor of three (3) up
to a maximum of $500,000.

     Section 9. Employment Requirement.

     (a) Employment Requirement.  No Participant shall have any right to receive
payment  of any Award  unless  such  Participant  remains  in the  employ of the
Company or a Business  Unit 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  or  Business  Unit 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.

     (b)  Intracompany  Transfers.  For  purposes  of  the  Plan,  transfers  of
employment  between  the  Company  and its  Subsidiaries  shall  not be deemed a
termination of employment.


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     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 or any
of its Business Units.

     (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 9 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  or  any  of its  Business  Units,  as
appropriate,  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 7 hereof  (subject to  limitation  under Section 8 hereof),
such  Participant's  right to receive  such Award  shall be no greater  than the
right of any unsecured general creditor of the Company.

     (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.



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     (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;  provided  that 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 as to any  Participant or  circumstance  is, to any extent,  found to be
illegal or invalid,  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").




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