SAFETY COMPONENTS INTERNATIONAL, INC.

                      STOCK APPRECIATION RIGHTS AWARD PLAN


     Section 1.  Purpose.  The purpose of the Safety  Components  International,
Inc. Stock Appreciation Rights Award 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
Subsidiaries  (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 allowing them to acquire a proprietary  interest
in the growth and  performance  of the Company thus  enhancing  the value of the
Company for the benefit of its stockholders.

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

     "Awards" shall mean an award of Stock Appreciation Rights under the Plan.

     "Award  Agreement"  shall have the meaning ascribed thereto in Section 7(c)
hereof.

     "Base  Price" shall mean the Fair Market Value of the Common stock to which
an SAR relates on the date of grant thereof.

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

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

     "Code" shall mean the Internal  Revenue Code of 1986,  as amended,  and the
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.

     "Common  Stock" shall mean the common  stock of the Company,  par value .01
per share.

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


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

     "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.

     "Delisting  Date" shall have the meaning  ascribed thereto in Section 10(a)
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.

     "Eligible  Person"  shall have the  meaning  ascribed  thereto in Section 5
hereof.

     "Effective  Date" shall have the meaning  ascribed thereto in Section 11(m)
hereof.

     "Excess Value" shall mean the excess of the Fair Market Value of the Common
Stock to which the SAR  relates on the date of  exercise  (or the deemed date of
exercise pursuant to Section 7(e) or 9(b) hereof) over the Base Price.

     "Fair Market Value" shall mean,  with respect to shares of Common Stock (i)
the closing price per share of Common Stock on the  principal  exchange on which
the Common Stock is then trading,  if any, on such date, or, if the Common Stock
was not traded on such date, then on the next preceding trading day during which
a sale occurred; or (ii) if the Common Stock is not traded on an exchange but is
quoted on NASDAQ or a successor  quotation system,  (1) the last sales price (if
the Common  Stock is then  listed as a National  Market  Issue  under the NASDAQ
National  Market) or (2) the mean  between  the closing  representative  bid and
asked  prices (in all other cases) for the Common Stock on such date as reported
by NASDAQ or such successor  quotation  system;  or (iii) if the Common Stock is
not  publicly  traded on an  exchange  and not  quoted on NASDAQ or a  successor
quotation  system,  the mean  between the  closing bid and asked  prices for the
Common Stock on such date as determined in good faith by the Committee;  or (iv)
if the Common Stock is not publicly traded, the fair market value established by
the Committee acting in good faith.

     "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.



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     "Participant"  shall mean any Eligible  Person that has been designated for
participation in the Plan by the Committee in accordance with Section 6 hereof.

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

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

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

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

     "Stock  Appreciation  Right" or "SAR" shall mean the right of a Participant
to receive an amount, which shall be payable in cash equal to the Excess Value.

     "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.

     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


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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.  Adjustments.  In the event  that any change in  capitalization,
such as a stock split or dividend,  or a corporate transaction such as a merger,
consolidation,  separation or other  transaction of a type described in Treasury
Regulation Section  1.162-27(e)(2)(iii)(C)  is effected, such that an adjustment
is determined by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential  benefits intended to be made available
under  the  Plan,  then  the  Committee  shall,  in such  manner  as it may deem
necessary  to prevent  dilution or  enlargement  of the  benefits  or  potential
benefits intended to be made under the Plan, adjust any or all of (i) the number
and type of shares with  respect to which SARs may be  granted,  (ii) the number
and type of shares which may be issued upon the exercise of SARs,  and (iii) the
grant, purchase or Fair Market Value of the Common Stock with respect to any SAR
or, if deemed appropriate, make provision for a cash payment to the holder of an
outstanding SAR. In computing any adjustment under this Section,  any fractional
share shall be eliminated.

     Section 5.  Eligible  Persons;  Participants.  All  officers  and other key
employees of the Company or its Subsidiaries  (each an "Eligible  Person") shall
be eligible to  participate  in the Plan. 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 Subsidiaries for services  performed as an
employee of the Company or any one of its Subsidiaries.

     Section  6.  Determination  of  Awards.  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,  the terms and
amount of each  Award to be  granted  to each  Participant  under  Section  7(a)
hereof.

     Section 7. Stock Appreciation Rights.

     (a) Annual Grant of SARs. Each Participant  selected  pursuant to Section 6
hereof,  shall be granted  effective on April 1 of the  Performance  Period,  an
Award as shall have been  determined by the Committee in its sole  discretion in
accordance with Section 6 hereof.

     (b) Discretionary  Grant of SARs. In addition to the Awards provided for in
Subsection  (a) hereof,  Awards may be granted to  Participants  at any time and
from time to time as shall be determined by the Committee.  The Committee  shall
have  complete  discretion  in  determining  the number of SARs  granted to each
Participant  (subject to limitation under Section 8 hereof) and, consistent with
the provisions of the Plan, in determining  the terms and conditions  pertaining
to such SARs.

     (c)  Award  Agreements.  Each  Award  granted  to a  Participant  shall  be
evidenced by an Award Agreement (an "Award  Agreement")  executed by the Company
and such


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Participant  that shall specify the term of the SAR and such other provisions as
the Committee  shall  determine.  All Award  Agreements  shall be subject to the
terms of the Plan.

     (d) Term.  The term of an SAR granted under the Plan shall be determined by
the Committee, in its sole discretion;  provided, however, that unless otherwise
designated by the Committee,  such term shall not exceed ten (10) years.  In the
absence of a designation  by the  Committee,  the Term shall be three (3) years.
The SAR shall expire on the last day of the Term.

     (e)  Exercise.  Upon the exercise of an SAR (or the deemed date of exercise
pursuant to Section 9(b) hereof or this Section  7(e)),  a Participant  shall be
entitled to receive a cash  payment  from the Company in an amount  equal to the
Excess  Value.  Such  payment  shall be made in cash,  within  thirty  (30) days
following the exercise date (or the deemed date of exercise  pursuant to Section
9(b)  hereof or this  Section  7(e).  To the extent that an SAR has not been (x)
terminated  under Section 9, (y) exercised or (z) deemed to have been  exercised
prior to expiration, it will be deemed to have been exercised on the last day of
the Term.

     Section 8. Limitations.  Unless and until the Committee  determines that an
Award to a  Participant  shall not be designed to comply with the  exception for
performance-based compensation from the tax deductibility limitations of Section
162(m) of the Code,  (i)  subject  to  adjustment  under  Section 4 hereof,  the
maximum  aggregate  number of shares of Common  Stock with respect to which SARs
may be granted under the Plan in any one Fiscal Year to a  Participant  shall be
100,000.

     Section 9. Termination of Employment.  Each Award Agreement shall set forth
the  circumstances,  if any, under which the Participant shall have the right to
exercise the SARs granted thereunder following  termination of the Participant's
employment  with the Company or any of its  Subsidiaries.  Such  provisions  (i)
shall be  determined  in the sole  discretion  of the  Committee,  (ii) shall be
included in the Award Agreement  entered into with each  Participant,  and (iii)
need not be uniform among all SARs granted under the Plan. Subject to Section 11
hereof,  in the event that a  Participant's  Award  Agreement does not set forth
such termination provisions, the following termination provisions shall apply:

     (a)  Termination  other than  Death,  Disability,  Retirement  or Change of
Control.  If the  Participant  ceases to be an  employee  of the Company and its
Subsidiaries  prior to the  expiration  of any SAR's  granted  hereunder for any
reason  other  than  death or  Disability,  Retirement  or a Change  of  Control
including, a termination by the Company without cause, all such SARs held by the
Participant shall expire and all rights thereunder shall be forfeited.

     (b) Termination due to Death, Disability or Retirement.  If the Participant
ceases  to be an  employee  of the  Company  and its  Subsidiaries  prior to the
expiration  of any SAR's granted  hereunder as a result of death,  Disability or
Retirement,  all SARs  held by the  Participant  shall be  deemed  to have  been
exercised as of the date of such termination of


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employment by reason of such death,  Disability or Retirement and a cash payment
shall be made equal to the Excess Value on such deemed date of exercise.

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

     Section 10. Change of Control.

     (a) Change of Control.  Upon the occurrence of a Change of Control,  unless
otherwise  specifically  prohibited  under  applicable laws, or by the rules and
regulations  of any  governing  governmental  agencies  or  national  securities
exchanges,  all SARs granted under the Plan shall become fully exercisable as of
the date of such Change of Control and each outstanding Award shall be deemed to
have been exercised on such date and entitled to an immediate cash payment in an
amount  equal to the Excess  Value on such  deemed  date of  exercise  provided,
however,  that if,  following  such date,  the Common Stock shall continue to be
quoted on NASDAQ (or a  successor  quotation  system) or  publicly  traded on an
exchange,  the  Participant  shall  have the  option  whether  or not his or her
employment  continues after such date, to exercise his or her respective SARs in
whole,  but not in part (i) upon the date of such  Change in  Control or (ii) at
any time until the earlier of (x) the  expiration  date  thereof or (y) the date
upon which the Common  Stock shall  cease to be quoted or  publicly  traded (the
"Delisting Date") and in the case of such delisting,  the SAR shall be deemed to
have been exercised on the Delisting Date.

     (b)  Definition.  "Change  of  Control"  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;  or (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


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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.

     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 11. 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 Subsidiaries.

     (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.   Except  as  otherwise   provided  in  a
Participant's  Award  Agreement,  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),
and any  attempted  assignment,  transfer  or pledge  shall be null and void and
shall permit the Committee, in its sole discretion,  to extinguish the Company's
obligation  under  the Plan to make any  payment  with  respect  to such  Award.
Further,  except as otherwise provided in a Participant's  Award Agreement,  all
SARs granted to a Participant under the Plan shall be exercisable  during his or
her lifetime only by such Participant.

     (d)  Tax  Withholding.   The  Company  or  any  of  its  Subsidiaries,   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.



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     (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,  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.

     (h) Amendment and Termination.

     (i)  Amendment  and  Termination  of the  Plan.  The Plan may be  wholly or
partially amended or otherwise modified,  suspended or terminated at any time or
from time to time by the Board,  but no  amendment  without the  approval of the
shareholders  of the  Company  shall be made if  shareholder  approval  would be
required  under  Section  162(m)  of the  Code or any  other  law or rule of any
governmental authority, stock exchange or other self-regulatory  organization to
which the Company is subject.  No such amendment  which alters an Award shall be
effective if such  amendment  would be treated as a  cancellation  and new grant
under Treasury Regulation Section 1.162-27(e)(2)(vi)(B), if such new grant would
be prohibited by the limitation contained in Section 8(a)(i) hereof or otherwise
would cause  compensation upon the exercise of 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.

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     (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 the  compensation  paid upon the  exercise  of an Award 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  regulations  thereunder.  If such  approval is not  obtained,  then any
Conditional Award shall be void ab initio.

     (n) Duration of the Plan.  Subject to Subsections  (m) and (h) hereof,  the
Plan shall  commence on the  Effective  Date and remain in effect until ten (10)
years from the date thereof. However, unless otherwise expressly provided in the
Plan or in an applicable Award Agreement, any SAR theretofore granted may extend
beyond such date and the  authority of the  Committee to amend,  alter,  adjust,
suspend,  discontinue, or terminate any such Award or to waive any conditions or
rights under any such Award,  and the  authority of the Board to amend the Plan,
shall extend beyond such date. Awards may only be granted during the duration of
the Plan.

     (o) Approval and Re-approval by Shareholders.  To the extent required under
Section  162(m) of the Code,  any change to the material terms of the Plan 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.



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