Exhibit 10.9

                      SAFETY COMPONENTS INTERNATIONAL, INC.

                         KEY EMPLOYEE SHARE OPTION PLAN

                                           EFFECTIVE DATE OF PLAN: JUNE 17, 2002

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                      SAFETY COMPONENTS INTERNATIONAL, INC.
                         KEY EMPLOYEE SHARE OPTION PLAN

                                TABLE OF CONTENTS

ARTICLE                                                                     PAGE

ARTICLE I
   PURPOSE ................................................................    1
ARTICLE II
   DEFINITIONS ............................................................    1
ARTICLE III
   GRANT OF OPTIONS .......................................................    4
ARTICLE IV
   EXERCISE OF OPTIONS ....................................................    6
ARTICLE V
   AMENDMENT OR TERMINATION ...............................................    8
ARTICLE VI
   ADMINISTRATION .........................................................    9
ARTICLE VII
   TRUST PROVISIONS .......................................................   10
ARTICLE VIII
   MISCELLANEOUS PROVISIONS ...............................................   11

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                      SAFETY COMPONENTS INTERNATIONAL, INC.
                         KEY EMPLOYEE SHARE OPTION PLAN

                                    ARTICLE I
                                     PURPOSE

1.1   Purpose.  The  purpose  of the Plan is to  provide  benefits  to  eligible
Employees  of the  Employer  in a form that will  encourage  the  recipients  to
continue in the service of the Employer,  and allow the  recipients to diversify
their investment portfolios.

1.2   Intent. The Plan is intended to be a nonqualified option plan governed by
Section 83 of the Code and not an employee benefit plan as defined under ERISA.

                                   ARTICLE II
                                   DEFINITIONS

As used herein, the following capitalized words and phrases have the respective
meanings set forth below:

2.1   "Administrative  Committee"  means the group of individuals  consisting of
the Vice President of Human Resources,  Manager of Compensation and Benefits and
the Treasurer of the Company.

2.2   "Beneficiary"  means the person or persons  designated  by a  Participant,
pursuant to Section 3.6, to exercise an Option after the Participant's death.

2.3   "Board" means the board of directors of the Company.

2.4   "Cause" means:

      (a)   the willful and continued  failure of a Participant to substantially
            perform his duties with the  Employer  (other than any such  failure
            resulting  from  incapacity due to physical or mental  illness,  and
            specifically  excluding  any  failure  by  the  Participant,   after
            reasonable  efforts,  to  meet  performance  expectations),  after a
            written  demand for  substantial  performance  is  delivered  to the
            Participant  by the  president  of the  Employer  or the Board which
            specifically  identifies  the  manner  in  which  the  Board  or the
            president  of the Employer  believes  that the  Participant  has not
            substantially performed his duties and the Participant has failed to
            cure  such  deficiency  to  the  satisfaction  of the  Board  or the
            president  of the  Employer,  as the case may be,  within 20 days of
            receipt of such demand for substantial performance;

                                  Page 1 of 15

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      (b)   the willful engaging by a Participant in gross misconduct, fraud, or
            misrepresentation which, in any such case, is likely to be injurious
            to the business or reputation of the Employer; or

      (c)   any willful or intentional act on the part of a Participant  that is
            materially and demonstrably injurious to the Employer.

For purposes of this  Section,  any good faith  determination  by the Board that
termination  of a  Participant's  employment  is for  Cause  is  binding  on all
parties.

2.5   "Company" means Safety Components International, Inc. and any successor(s)
thereto.

2.6   "Code"  means the  Internal  Revenue  Code of 1986,  as  amended,  and any
regulations or rulings issued thereunder.

2.7   "Effective Date" means June 17, 2002.

2.8   "Employee" means any common-law employee of the Employer.

2.9   "Employer" means Safety Components International,  Inc., its subsidiaries,
and any successor(s) thereto.

2.10  "ERISA"  means the Employee  Retirement  Income  Security Act of 1974,  as
amended, and any regulations or rulings issued thereunder.

2.11  "Exercise  Date"  means  the date on which  the  Administrative  Committee
approves a Participant's  Option exercise form, which is completed and submitted
by such Participant to the  Administrative  Committee with respect to the Option
being exercised.

2.12  "Exercise Period" means the period during which a Participant may exercise
an Option, as determined under Section 4.1.

2.13  "Exercise  Price" means the price to be paid by a Participant  to exercise
an Option, as determined under Section 3.3.

2.14  "Fair Market  Value" means the closing  price of a Share  reflected in the
consolidated  trading  tables of The Wall Street  Journal,  or other  recognized
market source, as determined by the Administrative  Committee, on the applicable
date of  reference  hereunder  or, if there is no sale of a Share on such  date,
then the closing price on the last previous day on which a sale is reported.

2.15  "Grant  Date"  means,  with  respect to any Option,  the date on which the
Option is granted by the Administrative  Committee to a Participant  pursuant to
Section 3.2.

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2.16  "Intrinsic  Value" means, as of a given date, the Fair Market Value of the
Shares subject to an Option on such date minus the Exercise Price of the Option.

2.17  "Option" means the right of a Participant,  granted by the  Administrative
Committee in  accordance  with Section 3.2, to purchase a Share from the Company
at the Exercise Price of such Option.

2.18  "Option  Agreement"  means an agreement  executed on behalf of the Company
and by a  Participant  to whom  Options  have been  granted,  acknowledging  the
issuance of the Options and setting forth the terms of the Options.

2.19  "Participant" means any individual who meets the eligibility  requirements
of Section 3.1, who has received a grant of Options in  accordance  with Section
3.2, and whose  Options have not all been  completely  exercised or lapsed.  For
purposes of Section 4.2:

      (a)   After a Participant's  death,  his Beneficiary is to be treated as a
            Participant  under the Plan with  respect  to any  Options  that are
            outstanding at the time of the Participant's death;

      (b)   In the event of a Participant's legal incapacity,  the Participant's
            legal  representative  is to be treated as a  Participant  under the
            Plan with  respect to any Options that are  outstanding  at the time
            the Participant incurred the legal incapacity; and

      (c)   If a  Participant  has assigned  Options under Section 3.8, then the
            assignee of such Options is to be treated as a Participant under the
            Plan with respect to the assigned Options.

2.20  "Plan" means the Safety Components International,  Inc. Key Employee Share
Option Plan as adopted by the Company and set forth herein and from time to time
amended.

2.21  "Share" or  "Shares"  means a share or shares of a  registered  investment
company  regulated  by the  Investment  Company Act of 1940,  as amended  (i.e.,
mutual fund shares),  which share or shares are designated by the Administrative
Committee as subject to purchase through the exercise of a Option. The Shares so
designated must have been registered by the issuers thereof under the Securities
Act of 1933 and qualified for sale in those  jurisdictions  of the United States
where  Participants  reside.

2.22  "Termination of Employment"  means the date on which an Employee ceases to
be an Employee of the Employer for any reason. The Administrative  Committee, in
its  discretion,  may determine  whether any leave or other absence from service
constitutes a Termination of Employment for purposes of the Plan.

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2.23  "Trust" means the trust that may be established pursuant to Article VII to
hold the Shares that are subject to  purchase  through the  exercise of Options.

2.24  "Trust  Agreement"  means  the  agreement  setting  forth the terms of the
Trust, which may be established pursuant to Article VII.

2.25  "Trust Fund" means the Shares that are held in the Trust.

2.26  "Trustee" means the persons or institution acting as trustee of the Trust.

                                   ARTICLE III
                                GRANT OF OPTIONS

3.1   Eligibility.  Options  may be granted to any  Employee  designated  by the
Administrative Committee as eligible to participate in the Plan.

3.2   Grant of Options.

      (a)   In General.  Options may be granted by the Administrative  Committee
            at any  time  on or  after  the  Effective  Date  and  prior  to the
            termination  of the Plan.  Options shall become  effective  upon the
            applicable  Grant  Date(s)  set forth in the Option  Agreement.  The
            Option  Agreement shall specify the Shares on which the Option is to
            be granted, the number of Shares subject to the Option, the Exercise
            Price as of the Grant Date, and such other terms and in such form as
            the  Administrative  Committee  may from time to time  determine  in
            accordance  with the Plan. Any terms not specified in the Plan shall
            be specified in the Option Agreement.  No  Administrative  Committee
            member  may take part in any way in  determining  the  amount of any
            grant of Options to himself.

      (b)   Effect of Dividends and Distributions with Respect to Shares.

            (1)   Cash Dividends and Distributions.  Prior to the exercise of an
                  Option,  the Company  agrees to invest all cash  dividends and
                  distributions   (less  any  administrative   charges  deducted
                  pursuant to the  proviso of Section 4.1 (a))  received in cash
                  with respect to the Shares in additional  property of the same
                  kind (or as nearly the same kind as  feasible,  if property of
                  the same kind is not  available).  Any Shares so acquired will
                  become subject to Options in favor of the Participant,  either
                  in the form of  additional  Shares of  existing  Options or as
                  newly  granted  Options,  as  determined  in each  case by the
                  Administrative Committee.

            (2)   Noncash Distributions and Similar  Transactions.  In the event
                  of a Share dividend,  Share split, reverse Share split, rights
                  offering,   recapitalization   or  similar   transaction  that
                  materially  affects  the  Fair

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                  Market  Value  of  the  Shares   underlying  an  Option,   the
                  Administrative  Committee may, in its discretion,  either: (i)
                  adjust  the  Exercise  Price or number of  Shares  subject  to
                  existing  Options,  or (ii) grant new  Options  in  additional
                  property  of the same  kind  (or as  nearly  the same  kind as
                  feasible, if property of the same kind in not available).

3.3   Exercise  Price.  The Exercise  Price of an Option  equals 25% of the Fair
Market Value of the Shares  subject to the Option on the Grant Date.  The Option
Agreement will state the Exercise  Price required to be paid by the  Participant
in order to exercise an Option.

3.4   Purchase  of  Property  Subject to Option.  Upon the grant of Options to a
Participant, the Company may (but need not) acquire an amount of Shares having a
Fair Market Value equal to either the aggregate  Intrinsic  Value of the Options
or 100% of the Fair  Market  Value of the  Shares  subject to the  Options.  The
Company  may  contribute  such  amount of Shares  to the  Trust  established  in
accordance  with  Article  VII.  At the time any Shares are  contributed  to the
Trust,  and at the time the Options are  exercised,  any Shares  acquired by the
Company  pursuant to the preceding  sentence will not be subject to any security
interest, whether or not perfected, or to any option or contract under which any
other  person may acquire any  interest in the Shares.  At the time an Option is
exercised,  the Trustee may use proceeds from the Exercise  Price to acquire any
additional  Shares  required  to be  delivered  at the time of  exercise  of the
Option.  Whenever the Company  acquires Shares for the purpose of satisfying the
Employer's  obligations  to  Participants  under the Plan:  (a) the Company must
acquire the Shares from registered  broker-dealers  that are not affiliated with
the Company,  (b) the Company must receive no compensation  for its distribution
or sale of the Shares,  directly or  indirectly,  including  Section 12b-1 fees,
from the issuers or  distributors  of the Shares,  and (c) the Company  must not
otherwise engage in a broker-dealer business.

3.5   Substitution  of  Option  Shares.  The  Administrative  Committee,  at the
request  of a  Participant,  may,  in its sole  discretion,  cancel  outstanding
Options and issue substitute Options on different types of Shares, provided that
the  aggregate  Intrinsic  Value  of the  substitute  Options  is  equal  to the
aggregate   Intrinsic  Value  of  the  original   Options  as  of  the  date  of
substitution.   Notwithstanding   anything  to  the  contrary  in  the  Plan,  a
substitution  of Options  pursuant to this Section may be made no more than four
times per calendar year, or at additional  times upon special  circumstances  as
determined  by the  Administrative  Committee  in its  sole  discretion.  Upon a
substitution of Shares pursuant to this Section,  the  Administrative  Committee
may cause the Trust,  if any,  to dispose  of the old  Shares  and  acquire  and
contribute  to the  Trust new  Shares  having  the  equivalent  Intrinsic  Value
(measured as of the Grant Date of the new Options) as the old Shares.

3.6   Designation  of  Beneficiary.   In  the   Participation   Agreement,   the
Participant   will   designate   one  or  more   Beneficiaries   and   successor
Beneficiaries,  and the Participant may change a Beneficiary  designation at any
time,  by filing the  prescribed  form with the  Administrative  Committee.  The
consent of the Participant's current Beneficiary is not required for a change of
Beneficiary. No Beneficiary has any rights under the Plan or an Option Agreement
during the  lifetime of the  Participant,  except as may  otherwise  be

<PAGE>

provided herein. A Participant who dies without having  designated a Beneficiary
in accordance  with this Section will be deemed to have named as Beneficiary the
Participant's estate.

3.7   General  Non-Transferability.  No  Option  granted  under  the Plan may be
transferred,  assigned, or alienated (whether by operation of law or otherwise),
except as provided herein, and no Option is subject to execution,  attachment or
similar process.  Only a Participant,  or a permitted  transferee as provided in
Section 3.8, may exercise an Option.

3.8   Permitted  Transfers.  Notwithstanding  the  provisions of Section 3.7 and
subject to approval by the Administrative Committee, a Participant,  at any time
prior to his death,  may assign an Option to the  Participant's  spouse,  lineal
and/or  collateral  descendants,  a trust for the  benefit of the  Participant's
spouse and/or lineal and/or collateral  descendants,  or a tax-exempt charitable
organization.  Any  such  assignment  is  permitted  only  if an  assignment  is
expressly  permitted  in the Option  Agreement,  is  approved  in writing by the
Administrative  Committee and the Participant  receives no consideration for the
assignment.  Any  such  assignment  must  be  evidenced  by a  written  document
acceptable to the Administrative  Committee. Such assignment must be executed by
the Participant and delivered to the  Administrative  Committee on or before the
effective date of the assignment.  In the event of such assignment,  the spouse,
lineal  and/or  collateral  descendant,  or trustee  of the trust or  charitable
organization is entitled to all of the rights of the  Participant  under Section
4.2 with respect to the assigned Option, and such Option continues to be subject
to all of the terms,  conditions and restrictions  applicable to the Option,  as
set forth in the Plan and the Option Agreement.

                                   ARTICLE IV
                               EXERCISE OF OPTIONS

4.1   Exercise  Period.

      (a)   Exercise Period. A Participant may exercise a vested Option pursuant
            to Section  4.2 at any time during the period  beginning  six months
            after the initial Grant Date and ending on the earlier of:

            (1)   Fifteen years after the Grant Date; or

            (2)   Six months after the  Participant's  Termination of Employment
                  for Cause;

            provided,  however, that the Administrative  Committee may impose an
            administrative  charge for Options that remain outstanding more than
            six months  following a Participant's  Termination of Employment for
            any reason  other than  Cause.  Such  administrative  charge will be
            deducted  from  dividends  and  distributions  received in cash with
            respect to the Shares. In

<PAGE>

            the  event  that  neither  dividends  nor  cash   distributions  are
            available, the Participant may be required to pay the administrative
            charge directly to the Company.

      (b)   Exercise   Following  Death.   Notwithstanding   the  provisions  of
            Subsection (a) of this Section,  in no event may the Exercise Period
            end less than two years after the date of the  Participant's  death,
            provided  such death  occurs  prior to the end of the earlier of the
            dates  provided in Paragraphs  (i) or (ii) of Subsection (a) of this
            Section.

      (c)   Expiration of Options.  If a Participant fails to exercise an Option
            within  the  Exercise  Period,  then  the  Option  expires  and  the
            Participant or his Beneficiary  loses any rights he had with respect
            to the Option.

      (d)   Vesting. Options are 100% vested at all times.

4.2   Option Exercise.

      (a)   Notice of  Exercise.  A  Participant  exercises  an Option by giving
            written  notice to the  Administrative  Committee and tendering full
            payment  of the  Exercise  Price  by  cash,  check  or  other  means
            acceptable to the Administrative  Committee on or about the Exercise
            Date.

      (b)   Minimum  Exercise.  The  minimum  number  of  Options  that  can  be
            exercised by a Participant  at any one time is the number of Options
            for which the Fair Market Value of the Shares  subject to the Option
            totals at least $2,000.  In the event that the aggregate Fair Market
            Value of all Shares subject to Options of a Participant is less than
            $2,000, all Options must be exercised.  The Administrative Committee
            may, in its discretion, waive these minimum exercise requirements. A
            Participant has no rights and privileges of an owner with respect to
            any Shares  purchasable  or  issuable  upon the  exercise of Options
            prior to the date of exercise  of such  Options in  accordance  with
            this Section.

      (c)   Regulatory Approval. In the event that the listing,  registration or
            qualification of the Option on any securities  exchange or under any
            state or federal law, or the consent or approval of any governmental
            regulatory  body,  is necessary as a condition  of, or in connection
            with,  the  exercise  of the  Option,  then  the  Option  may not be
            exercised  in whole or in part  until  such  listing,  registration,
            qualification, consent or approval has been effected or obtained.

4.3   Delivery  of  Shares.  As soon  as  possible  following  the  date  that a
Participant  satisfies the conditions for exercising  Options in accordance with
Section 4.2, the Administrative  Committee will deliver or cause to be delivered
to the  Participant  the  Shares  subject  to such  Options,  which  Shares  the
Participant may direct to be liquidated or otherwise disposed of.

<PAGE>

4.4   Tax  Withholding.  Whenever  Shares are to be delivered  upon  exercise of
Options under the Plan, the Employer will require  payment by the Participant of
an amount  sufficient  to satisfy all federal,  state and local tax  withholding
requirements  related  thereto.   The  Administrative   Committee  in  its  sole
discretion will determine the form and timing of such payment.  With the consent
of the Administrative  Committee,  the Participant may elect a greater amount of
withholding,  not to exceed the estimated amount of the Participant's  total tax
liability with respect to the exercise of Options.

4.5   Failure  to  Exercise.  No Option may be  exercised,  in whole or in part,
after the end of the Exercise Period for such Option as provided in Section 4.1.
The  Administrative  Committee  has no  obligation  to  deliver  or  cause to be
delivered to the  Participant the Shares subject to such Option after the end of
the Exercise  Period for such Option.  Failure to exercise an Option in a timely
fashion  constitutes  a  forfeiture  of  the  Option.

                                    ARTICLE V
                            AMENDMENT OR TERMINATION

5.1   Plan Amendment.  The  Administrative  Committee,  from time to time in its
sole discretion,  may amend any provision of the Plan, in whole or in part, with
respect to any  Participant  or group of  Participants.  Subject to Section 5.3,
such amendment  will be effective as of the date  specified  therein and will be
binding upon the Administrative  Committee,  all Participants and Beneficiaries,
and all other persons  claiming an interest under the Plan.  Subject to Sections
5.2 and 5.3, such amendment will not affect any Options that are  outstanding as
of the  amendment  date  without the  Participant's  or  Beneficiary's  consent.
Notwithstanding  anything  herein to the contrary,  any  amendments  that modify
Article V or VI of the Plan must be approved by the Company.

5.2   Plan Termination. The Plan will terminate as the Company may determine, in
its  sole  discretion.  Such  termination  will  be  effective  as of  the  date
determined by the Company and will be binding upon the Administrative Committee,
the Employers,  and all  Participants and  Beneficiaries,  and all other persons
claiming an interest under the Plan. Options that are outstanding as of the date
of the Plan's  termination  will continue to be outstanding  after the effective
date of such Plan  termination,  and may be exercised in accordance with Article
IV and any applicable Option Agreement. As of the date of the termination of the
Plan, no new Options may be granted,  except for Options  required to be granted
under Section 3.2(b).

5.3   Amendment of Options. The Administrative  Committee may amend an Option at
any time after the Grant Date if the Administrative Committee determines that an
amendment is necessary as a result of:

<PAGE>

      (a)   Any  addition to or change in the Code or ERISA,  a federal or state
            securities  law or any other law or  regulation,  which occurs after
            the Grant Date and by its terms applies to the Option;

      (b)   Any Plan  amendment  pursuant to Section  5.1,  or Plan  termination
            pursuant  to  Section  5.2,  provided  that the  amendment  does not
            materially affect the terms,  conditions and restrictions applicable
            to the Option; or

      (c)   Any  circumstances  not specified in Subsections  (a) or (b) of this
            Section, with the consent of the Participant.

                                   ARTICLE VI
                                 ADMINISTRATION

6.1   The Administrative Committee. The Administrative Committee administers the
Plan.

6.2   Powers of the  Administrative  Committee.  In carrying out its duties with
respect to the general administration of the Plan, the Administrative  Committee
has,  in  addition  to any other  powers  conferred  by the Plan or by law,  the
following powers:

      (a)   To grant  Options,  and to determine the form,  amount and timing of
            such Options;

      (b)   To determine the terms and provisions of the Option Agreements,  and
            to modify such Option Agreements as provided in Section 5.3;

      (c)   To maintain  all records  necessary  for the  administration  of the
            Plan;

      (d)   To prescribe, amend, and rescind rules for the administration of the
            Plan to the extent not inconsistent with the terms thereof;

      (e)   To appoint such  individuals,  committees  and  subcommittees  as it
            deems   desirable   for  the   conduct  of  its   affairs   and  the
            administration of the Plan;

      (f)   To  employ  counsel,  accountants  and other  consultants  to aid in
            exercising its powers and carrying out its duties under the Plan;

      (g)   To perform  any other acts  necessary  and proper for the conduct of
            its  affairs  and  the  administration  of the  Plan,  except  those
            reserved by the Company; and

      (h)   To revise  periodically,  on a prospective basis only, the nature of
            the  Shares  to be the  subject  of  Options  and/or  the  amount or
            percentage of the initial  Exercise  Price to be specified in Option
            Agreements.

<PAGE>

Notwithstanding the above general powers, the Administrative  Committee does not
have the power to provide  investment  advice to Participants in connection with
the Plan. No information provided regarding the available mutual funds under the
Plan should be construed to be  investment  advice  provided by the Company,  an
Employer or the Administrative Committee.

6.3   Determinations  by  the  Administrative   Committee.   The  Administrative
Committee may interpret and construe the Plan and the Option Agreements, and its
interpretations  and  determinations  will  be  conclusive  and  binding  on all
Participants, Beneficiaries and any other persons claiming an interest under the
Plan or any Option Agreement. The Administrative Committee's interpretations and
determinations  under the Plan and the Option Agreements need not be uniform and
may be made by it selectively  among  Participants,  Beneficiaries and any other
persons  whether  or  not  they  are  similarly   situated.   Decisions  of  the
Administrative  Committee  will be made by a majority  vote  based  upon  voting
rights assigned to members of the Administrative  Committee.  The Administrative
Committee  may  designate  one or more of its  members  to sign on behalf of the
Administrative Committee.

6.4   Indemnification of the Administrative  Committee.  The Company indemnifies
and holds harmless each member of the  Administrative  Committee against any and
all expenses and  liabilities  arising out of such member's action or failure to
act in such  capacity,  excepting only expenses and  liabilities  arising out of
such member's own willful misconduct or failure to act in good faith. This right
of indemnification is in addition to any other rights to which any member of the
Administrative Committee may be entitled. Expenses and liabilities against which
a member of the  Administrative  Committee  is  indemnified  hereunder  include,
without  limitation,  the amount of any settlement or judgment,  costs,  counsel
fees and related charges reasonably incurred in connection with a claim asserted
or a proceeding brought against him or the settlement  thereof.  The Company, at
its own expense, may settle any claim asserted or proceeding brought against any
member of the Administrative Committee when such settlement appears to be in the
best interest of the Company.

6.5   Expenses   of  the   Administrative   Committee.   The   members   of  the
Administrative  Committee serve without  compensation  for services as such. All
reasonable  expenses  of  the  Administrative  Committee  will  be  paid  by the
Employers.

                                   ARTICLE VII
                                TRUST PROVISIONS

7.1   Establishment  of the Trust. The Company may establish a trust to hold all
Shares it contributes  pursuant to Section 3.4. Except as otherwise  provided in
Section 7.2 and the terms of the Trust Agreement,  the Trust will be irrevocable
and no  portion of the Trust  Fund will be used for any  purpose  other than the
exchange of substitute  Shares in accordance  with Section 3.5, the  acquisition
and delivery of Shares  pursuant to the

<PAGE>

exercise of Options under the Plan,  the delivery of Shares subject to forfeited
Options to the Employer,  and the payment of expenses of the Plan and Trust.

7.2   Trust  Status.  Any Trust  established  pursuant  to  Section  7.1 will be
designed as a grantor  trust,  within the meaning of Section 671 of the Code, of
which the Company is the grantor,  and the Plan is to be construed in accordance
with that intention.  Notwithstanding any other provision of the Plan, the Trust
Fund will  remain the  property of the Company and will be subject to the claims
of its creditors in the event of its  bankruptcy or  insolvency.  No Participant
will have any priority claim on the Trust Fund or any security interest or other
right superior to the rights of a general creditor of the Company.

                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

8.1   Headings.  The headings of Articles,  Sections and  Subsections are solely
for convenience of reference. If there is any conflict between such headings and
the text of the Plan, the text controls.

8.2   Gender.  Unless the  context  clearly  requires a different  meaning,  all
pronouns refer indifferently to persons of any gender.

8.3   Singular  and  Plural.  Unless the  context  clearly  requires a different
meaning, singular terms also include the plural and vice versa.

8.4   Governing  Law.  Except  to the  extent  preempted  by  federal  law,  the
construction  and  operation of the Plan is governed by the laws of the State of
South Carolina without regard to the choice of law principles of such state.

8.5   Severability.  If any court or governmental authority for any reason holds
any  provision of the Plan illegal or invalid,  the  remaining  provisions  will
remain in full force and effect and will be construed and enforced in accordance
with the  purposes  of the Plan as if the illegal or invalid  provision  did not
exist.

8.6   No Obligation to Exercise. The granting of an Option imposes no obligation
upon a Participant to exercise such Option.

8.7   No  Rights  of Owner.  Neither  the  Participant,  a  Beneficiary  nor any
assignee has any of the rights and  privileges  of, an owner with respect to any
Shares subject to purchase or issuance or upon the exercise of Options, prior to
the date of exercise of such Options in accordance with Section 4.2.

8.8   No Right to Continued Employment.  Nothing contained in the Plan is deemed
to give any person the right to be retained in the employ of an Employer,  or to
interfere  with the right of an  Employer  to  discharge  any person at any time
without  regard to the

<PAGE>

effect that such  discharge  will have upon such  person's  rights or  potential
rights, if any, under the Plan.

8.9   Notices. Unless otherwise specified in an Option Agreement,  any notice to
be provided  under the Plan to the  Administrative  Committee will be mailed (by
certified mail,  postage prepaid) or personally  delivered to the Administrative
Committee in care of the Company at its executive offices, and any notice to the
Participant will be mailed (by certified mail,  postage prepaid) or delivered to
the  Participant  at the current  address  shown on the  payroll  records of the
Employer,  or at such address as a  Participant  provides to the  Administrative
Committee  in  accordance  with  this  Section.  No  notice  is  binding  on the
Administrative  Committee until received by the  Administrative  Committee.  Any
notice to the  Participant  is binding on the  Participant on the earlier of the
date received by the Participant or three days following the date mailed. In the
event of personal  delivery to the  Participant's  current  address shown on the
payroll records of the Employer, or at such address as a Participant provides to
the  Administrative  Committee in accordance  with this  Section,  any notice is
considered  binding on the date delivered  regardless of whether the Participant
takes physical possession of the notice on such date.

8.10  Conflict Between Plan and Option Agreement.  Should there be a conflict or
other  contradiction  between the language of the Plan and that contained in any
Option Agreement, the terms and conditions of the Plan controls.

8.11  Terms and  Conditions  of Options.  The  Administrative  Committee has the
authority  to  subject  the grant and  exercise  of  Options  to such  terms and
conditions that the  Administrative  Committee,  in its sole  discretion,  deems
appropriate.  Such terms and conditions may vary among  Participants and will be
included in the Option Agreement.

                                ***************

<PAGE>

IN WITNESS WHEREOF, Safety Components International, Inc. has caused the Plan to
be executed by its duly  authorized  officer by  authority  of the Company  this
_____ day of July, 2002.

                                           SAFETY COMPONENTS INTERNATIONAL, INC.

                                           By: _________________________________

                                           Title: ______________________________