Executive Officers Long Term Incentive Plan
Revised 02/16/05
 
 
 
 
 
                              PPG INDUSTRIES, INC.
 
                               EXECUTIVE OFFICERS'
 
                            LONG TERM INCENTIVE PLAN
 
 
 
 
<PAGE>
 
                                TABLE OF CONTENTS
 
 
Statement of Purpose
 
Section    I                            Definitions
 
Section   II                            Awards
 
Section  III                            Retirement/Disability/Death/Job
                                        Elimination/Other Termination
 
Section   IV                            Specific Provisions Related to Benefits
 
Section    V                            Administration & Claims
 
Section   VI                            Amendment & Termination
 
Section  VII                            Miscellaneous
 
Section VIII                            Change in Control
 
 
 
<PAGE>
 
                              STATEMENT OF PURPOSE
 
 
The PPG Industries Executive Officers' Long Term Incentive Plan is intended to
further the long-term growth of the Corporation by providing incentive, in
addition to current compensation, to certain executive officers of the
Corporation who will have a substantial opportunity to influence such long-term
growth. Specifically the Plan:
 
o    Associates the personal interests of executive officers with the
     shareholders of the Corporation by relating capital accumulation to
     objective business or financial criteria, such as the returns to
     shareholders, return on capital, cash return on capital, return on equity,
     earnings (pre-tax or after-tax) and earnings growth;
 
o    Provides a compensation program to executive officers which is competitive
     with compensation opportunities in competing industries;
 
o    Encourages executive officers to continue as employees of the Corporation.
 
 
 
 
                                      -1-
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                             SECTION I - DEFINITIONS
 
1.01     ADMINISTRATOR means the senior Human Resources officer of the Company,
         and any person(s) designated by such Administrator to assist in the
         administration of the Plan.
 
1.02     AFFILIATE means any business entity, other than a Subsidiary
         Corporation, in which PPG has an equity interest.
 
1.03     AWARD means the TSR Shares or Restricted Stock Units granted to a
         Covered Employee in accordance with Section 2.02.
 
1.04     AWARD AGREEMENT means the agreement executed by the Corporation and a
         Covered Employee, in such form as the Administrator determines, which
         sets forth the number of TSR Shares or Restricted Stock Units awarded
         and terms and conditions applicable to the Award.
 
1.05     AWARD GOALS means the specific performance-based goals relating to an
         Award set by the Committee no later than 90 days after the commencement
         of an Award Period which determine the amount of a Payment, as defined
         in Section 2.04(a), if any, which would be paid upon the achievement of
         such goals at the end of an Award Period.
 
1.06     AWARD PERIOD means the three-year period commencing with January 1 of
         the year in which an Award is made.
 
1.07     BENEFICIARY means the person or persons designated by a Covered
         Employee to receive benefits hereunder following the Covered Employee's
         death, in accordance with section 3.02; provided, however, in the event
         a Covered Employee fails to designate a Beneficiary in accordance with
         Section 4.02, his/her Beneficiary shall be the Beneficiary designated
         under the Deferred Compensation Plan. For purposes of this Section
         1.05, "person or persons" is limited to an individual, a Trustee or a
         Covered Employee's estate.
 
1.08     BOARD means the Board of Directors of PPG Industries, Inc.
 
1.09     COMMITTEE means the Officers-Directors Compensation Committee (or any
         successor) of the Board.
 
1.10     COMMON STOCK means the common stock of PPG Industries, Inc.
 
1.11     COMPANY OR PPG means PPG Industries, Inc.
 
 
 
                                      -2-
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1.12     CORPORATION means PPG and any Subsidiary designated by the Committee as
         eligible to participate in the Plan, and which, by proper authorization
         of the Board of Directors or other governing body of such Subsidiary,
         elects to participate in the Plan.
 
1.13     COVERED EMPLOYEE means any Executive Officer who may be deemed to be a
         "covered employee" within the meaning of Section 162(m) of the Internal
         Revenue Code of 1986, as amended.
 
1.14     DEFERRED COMPENSATION PLAN means the PPG Industries, Inc. Deferred
         Compensation Plan.
 
1.15     DISABILITY means any long-term disability. The Administrator, in his
         complete and sole discretion, shall determine a Covered Employee's
         Disability; provided, however, that a Covered Employee who is approved
         to receive Long-Term Disability benefits pursuant to the PPG
         Industries, Inc. Long-Term Disability Plan shall be considered to have
         a Disability. The Administrator may require that a Covered Employee
         submit to an examination from time to time, but no more often than
         annually, at the expense of the Company, by a competent physician or
         medical clinic, selected by the Administrator, to confirm Disability.
         On the basis of such medical evidence, the determination of the
         Administrator as to whether or not a condition of Disability exists or
         continues shall be conclusive.
 
1.16     DIVIDEND EQUIVALENT means a hypothetical dividend on TSR Shares or
         Restricted Stock Units, granted on the same date as dividends are paid
         on the Company's Common Stock and having a value on the date granted
         equal to the value of actual dividends paid on a share of the Company's
         Common Stock on the same date.
 
1.17     ERISA means the Employee Retirement Income Security Act of 1974, as
         amended.
 
1.18     FAIR MARKET VALUE of the Common Stock means the average of the closing
         sale prices reported on the New York Stock Exchange-Composite Tape for
         the Common Stock for all days in the month of December during which the
         New York Stock Exchange is open in the last year of the Award Period to
         which the Award being paid wholly or partly in shares of Common Stock
         relates.
 
1.19     PAYMENT has the meaning set forth in Section 2.04(a).
 
1.20     PLAN means the PPG Industries, Inc. Executive Officers' Long Term
         Incentive Plan, as set forth herein and as amended from time to time.
 
1.21     PRIOR PLAN means the PPG Industries, Inc. Long Term Incentive Plan for
         Key Employees, formerly the PPG Industries, Inc. Total Shareholder
         Return Plan for Key Employees.
 
 
 
                                      -3-
<PAGE>
 
1.22     RESTRICTED STOCK UNIT means a unit which is equivalent to one share of
         Common Stock.
 
1.23     RESTRICTED STOCK UNIT ACCOUNT means an account maintained for a Covered
         Employee to which Restricted Stock Units are credited.
 
1.24     SUBSIDIARY means any corporation of which fifty percent (50%) or more
         of the outstanding voting stock or voting power is owned, directly or
         indirectly, by the Company and any partnership or other entity in which
         the Company has a fifty percent (50%) or more ownership interest.
 
1.25     TSR ACCOUNT means an account maintained for a Covered Employee to which
         TSR Shares are credited.
 
1.26     TSR SHARE means a hypothetical share of stock which is equivalent to
         one share of Common Stock.
 
                       SECTION II - PARTICIPATION & AWARDS
 
2.01     Participation
 
         All Covered Employees shall be eligible to receive one or more Awards
         for each Award Period. Such determination shall be at the total
         discretion of the Committee based on the Committee's estimation of
         those Covered Employees who will have a substantial opportunity to
         influence the long-term growth of the Corporation.
 
2.02     Awards
 
         (a)      The Committee may grant one or more Awards to any Covered
                  Employee in a given year, subject to the limits in clause (f)
                  below. No later than 90 days after the commencement of the
                  relevant Award Period, the Committee shall determine or
                  approve:
 
                  (1)      The Award Period;
 
                  (2)      The number of TSR Shares or Restricted Stock Units to
                           be awarded to each Covered Employee in connection
                           with each Award;
 
                  (3)      The Award Goals for each Award based on one or more
                           of the following business or financial criteria: (i)
                           A comparison of where the total shareholder return of
                           PPG Common Stock (stock price plus accumulated
                           dividends) ranks among the total shareholder return
                           for companies in a relevant stock index; (ii) Return
                           on Capital; (iii) Cash
 
 
 
                                      -4-
<PAGE>
 
                           Return on Capital; (iv) Return on Equity; (v)
                           Earnings (pre-tax or after-tax); and (vi) Earnings
                           Growth;
 
                  (4)      Any terms and conditions applicable to the Awards,
                           including, but not limited to, the imposition of
                           restrictions on the right to transfer shares of
                           Common Stock delivered to Covered Employees. Such
                           terms and conditions may differ for each Award
                           Period.
 
         (b)      The Committee may grant Awards at any time during an Award
                  Period; and, when made, such grant shall be effective for the
                  entire Award Period, subject to Section 2.02(g) below;
                  provided, that such Awards granted after the 90-day period
                  described in paragraph (a) above (which may not be entirely
                  tax deductible) shall not affect the tax deductibility of any
                  Awards granted pursuant to paragraph (a).
 
         (c)      An Award under the Plan shall be granted to Covered Employees
                  in the form of TSR Shares or Restricted Stock Units, which
                  shall be reflected in a TSR Share Account or Restricted Stock
                  Unit account, as applicable, maintained by the Company for
                  each Covered Employee.
 
         (d)      Each Award shall be made in writing in an Award Agreement
                  which shall set forth the terms and conditions established by
                  the Committee for the Award.
 
         (e)      The Committee shall have the negative discretion to reduce or
                  eliminate any Award for any Award Period as it deems
                  equitable.
 
         (f)      The maximum aggregate Awards that may be granted to an
                  individual who is Chief Executive Officer is limited to an
                  aggregate amount of TSR Shares and Restricted Stock Units
                  equivalent to 250,000 shares of Common Stock for any Award
                  Period. The maximum aggregate Awards that may be granted to
                  either of the next two most highly compensated Covered
                  Employees is limited to an aggregate amount of TSR Shares and
                  Restricted Stock Units equivalent to 150,000 shares of Common
                  Stock for any Award Period. The maximum aggregate Awards that
                  may be granted to any other Covered Employee is limited to an
                  aggregate amount of TSR Shares and Restricted Stock Units
                  equivalent to 100,000 shares of Common Stock for any Award
                  Period.
 
         (g)      The Committee may terminate an Award at any time during an
                  Award Period if, in its sole discretion, the Committee
                  determines that the Participant is no longer in a position to
                  have a substantial opportunity to influence the long-term
                  growth of the Corporation.
 
 
 
                                      -5-
<PAGE>
 
2.03     Dividend Equivalents
 
         (a)      Subject to paragraph (c) below, the Committee may determine
                  that each Covered Employee shall be entitled to receive a
                  Dividend Equivalent during the Award Period on any TSR Share
                  or Restricted Stock Unit in his/her TSR Account or Restricted
                  Stock Unit Account.
 
         (b)      Unless provided otherwise in the Covered Employee's Award
                  Agreement, Dividend Equivalents shall be credited into the
                  Covered Employee's account in the Deferred Compensation Plan
                  and credited to the PPG Stock Account or other Investment
                  Account(s) in the Deferred Compensation Plan as designated by
                  the Covered Employee under the provisions of the Deferred
                  Compensation Plan.
 
         (c)      Dividend Equivalent payments shall not be made on any TSR
                  Shares or Restricted Stock Units following the date of a
                  Covered Employee's retirement, Disability, job elimination,
                  death or other termination of employment.
 
         (d)      A Covered Employee shall be entitled to payment of Dividend
                  Equivalents in accordance with the provisions of the Deferred
                  Compensation Plan, or as otherwise specified in the applicable
                  Award Agreement, without regard to the actual payment or
                  non-payment of the Award to which the Dividend Equivalents
                  relate.
 
2.04     Payment of Awards
 
         (a)      In accordance with the provisions of this Plan and the
                  conditions set forth in the Award Agreement, a Covered
                  Employee shall be entitled to a payment on account of an Award
                  at the end of the Award Period ("Payment").
 
         (b)      Payments to Covered Employees will be made in the form of
                  Common Stock, or cash or a combination of both, as the
                  Committee may determine.
 
         (c)      The amount of any cash to be paid in lieu of Common Stock
                  shall be determined on the basis of the Fair Market Value of
                  the Common Stock.
 
                  As to shares of Common Stock which constitute all or any part
                  of a Payment, the Committee may impose such restrictions
                  concerning their transferability and/or their forfeitability
                  as provided in the Award Agreement.
 
         (d)      Payments shall be made to Covered Employees as soon as
                  practicable after the Committee has determined that the terms
                  and conditions with respect to the Award have been satisfied -
                  i.e.: generally, within two and one-half months after the end
                  of the Award Period.
 
 
 
                                      -6-
<PAGE>
 
         (e)      If any dividends are declared on the Common Stock portion of a
                  Payment on a date subsequent to the close of a Award Period
                  but prior to the delivery of Common Stock shares to a Covered
                  Employee, an amount equivalent to such dividends shall be paid
                  in cash to the Covered Employee.
 
         (f)      Any Award granted to a Covered Employee under the Prior Plan
                  may be adopted by the Committee and paid out under this Plan
                  if the Committee determines that (1) objective Award Goals
                  were established under the Prior Plan no later than 90 days
                  after the commencement of the relevant Award Period, (2) the
                  Awards granted under the Prior Plan do not exceed the maximums
                  set forth in Section 2.02(f), (3) the Award Goals have been
                  met, (4) the material terms of the Awards granted under the
                  Prior Plan do not differ from this Plan, as approved by the
                  Company's shareholders, and (5) payment of such Awards
                  satisfies the requirements of Section 162(m) of the Code.
 
         (g)      Prior to the payment of any Award under this Plan, the
                  Committee shall certify that the Award Goals for such Award
                  have been met.
 
         (h)      The Committee shall have the negative discretion to reduce or
                  eliminate any Payment made for any Award Period.
 
         (i)      A Covered Employee may be permitted to elect to defer receipt
                  of a Payment in accordance and subject to the provisions of
                  the Deferred Compensation Plan.
 
                   SECTION III - RETIREMENT/DISABILITY/DEATH/
                        JOB ELIMINATION/OTHER TERMINATION
 
3.01     Retirement, Disability or Job Elimination
 
         If a Covered Employee's employment with the Corporation terminates
         during an Award Period because of retirement, Disability or job
         elimination, and after the Covered Employee has been an eligible
         participant for at least 12 months of the Award Period, the Covered
         Employee shall be entitled to (a) in the case of Restricted Stock
         Units, the same Award to which the Covered Employee would have been
         entitled had the Covered Employee's employment continued to the end of
         the Award Period; provided, however, that the Committee may determine
         pursuant to Sections 2.02(e), 2.02(g) or 2.04(h) to reduce or eliminate
         any Payment made or to be made to such Covered Employee in respect of
         his or her Restricted Stock Unit Award, and (b) in the case of TSR
         Shares, a prorated Award which shall be determined at the end of the
         Award Period by multiplying the Award to which the Covered Employee
         would otherwise have been entitled by a fraction, the numerator of
         which is the number of months the Covered Employee was employed during
         the Award Period and the denominator of which is the total number of
         calendar months in the Award Period;
 
 
 
                                      -7-
<PAGE>
 
         provided, however, that the Committee, in its sole discretion, may
         determine that a greater Payment, not to exceed the full amount of the
         original Award, shall be made to such Covered Employee in respect of
         his or her TSR Share Award or may determine pursuant to Sections
         2.02(e), 2.02(g) or 2.04(h) to reduce or eliminate any Payment made or
         to be made to such Covered Employee in respect of his or her TSR Share
         Award.
 
3.02     Death
 
         If a Covered Employee's employment with the Corporation terminates
         during an Award Period because of the Covered Employee's death, and
         after the Covered Employee has been an eligible participant for at
         least 12 months of the Award Period, then (a) in the case of Restricted
         Stock Units, the Covered Employee's Award shall be deemed fully earned
         and such Award shall be paid as promptly as practicable to the Covered
         Employee's Beneficiary; provided, however, that the Committee, in its
         sole discretion, may determine pursuant to Sections 2.02(e), 2.02(g) or
         2.04(h) to reduce or eliminate any Payment made or to be made for any
         Award Period, and (b) in the case of TSR Shares, the Committee, in its
         sole discretion, shall determine the timing and amount of the Payment,
         if any, not to exceed the full amount of the original Award, that shall
         be made in respect of such Covered Employee's TSR Share Award.
 
3.03     Other Termination
 
         If a Covered Employee's employment with the Corporation terminates
         during an Award Period for any reason other than retirement,
         Disability, job elimination or death, or for any reason before the
         Covered Employee has been an eligible participant for at least 12
         months of the Award Period, the Covered Employee's Award shall be
         forfeited on the date of such termination; provided, however, that the
         Committee, in its sole discretion, may determine that the Covered
         Employee will be entitled to a full or partial Payment with respect to
         the Covered Employee's Award.
 
              SECTION IV - SPECIFIC PROVISIONS RELATED TO BENEFITS
 
4.01     Nonassignability
 
         (a)      Except as provided in paragraph (b) below and in section 5.02,
                  no person shall have any power to encumber, sell, alienate, or
                  otherwise dispose of his/her interest under the Plan prior to
                  actual payment to and receipt thereof by such person; nor
                  shall the Administrator recognize any assignment in derogation
                  of the foregoing. No interest hereunder of any person shall be
                  subject to attachment, execution, garnishment or any other
                  legal, equitable, or other process.
 
 
 
                                      -8-
<PAGE>
 
         (b)      Paragraph (a) above shall not apply to the extent that a
                  Covered Employee's interest under the Plan is alienated
                  pursuant to a "Qualified Domestic Relations Order" ("QDRO") as
                  defined in Section 414(p) of the Code.
 
                  (1)      The administrator is authorized to adopt such
                           procedural and substantive rules and to take such
                           procedural and substantive actions as the
                           Administrator may deem necessary or advisable to
                           provide for the payment of amounts from the Plan to
                           an Alternate Payee as provided in a QDRO. Such rules
                           and actions shall be consistent with the principal
                           purposes of the Plan.
 
                  (2)      Under no circumstances may the Administrator accept
                           an order as a QDRO following a Covered Employee's
                           death.
 
                  (3)      No Payment shall be made to an Alternate Payee until
                           such Payment would otherwise be payable to a Covered
                           Employee.
 
4.02     Beneficiary Designation
 
         (a)      The Covered Employee shall have the right, at any time, to
                  designate any person(s) as Beneficiary. The designation of a
                  Beneficiary shall be effective on the date it is received by
                  the Administrator, provided the Covered Employee is alive on
                  such date.
 
         (b)      Each time a Covered Employee submits a new Beneficiary
                  designation form to the Administrator, such designation shall
                  cancel all prior designations.
 
         (c)      In the case of a Covered Employee who does not have a valid
                  Beneficiary designation on file at the time of his/her death,
                  or in the case the designated Beneficiary predeceases the
                  Covered Employee, any Payment to which the Covered Employee
                  would have been entitled shall be paid to the Covered
                  Employee's estate at the end of the Award Period.
 
4.03     Limited Right to Assets of the Corporation
 
         (a)      No Covered Employee or other person shall have any claim or
                  right to be granted an Award under the Plan.
 
         (b)      The Benefits paid under the Plan shall be paid from the
                  general funds of the Company, and the Covered Employees and
                  any Beneficiary shall be no more than unsecured general
                  creditors of the Company with no special or prior right to any
                  assets of the Company for payment of any obligations
                  hereunder.
 
 
 
                                      -9-
<PAGE>
 
4.04     Forfeiture Provision
 
         Notwithstanding any other provisions herein:
 
         (a)      If at any time within the Award Period or within one year
                  after the Award Period, the Covered Employee engages in any
                  activity in competition with any activity of the Corporation,
                  or contrary or harmful to the interests of the Corporation,
                  including, but not limited to:
 
                  (1)      Conduct related to the Covered Employee's employment
                           for which either criminal or civil penalties against
                           the Covered Employee may be sought; or
 
                  (2)      Violation of the Corporation's Business Conduct
                           Policies; or
 
                  (3)      Accepting employment with or serving as a consultant,
                           advisor or in any other capacity to an employer that
                           is in competition with or acting against the
                           interests of the Corporation, including employing or
                           recruiting any present, former or future employee of
                           the Corporation; or
 
                  (4)      Disclosing or misusing any confidential information
                           or material concerning the Corporation; or
 
                  (5)      Participating in a hostile take over attempt;
 
                  then the Award shall terminate effective on the date on which
                  the Committee determines that Covered Employee has engaged in
                  such activity. Any "Award Gain" realized by the Covered
                  Employee shall be paid by the Covered Employee to the Company.
                  For purposes of this Section 4.04, "Award Gain" shall mean the
                  cash and the closing market price of the Common Stock
                  delivered to the Covered Employee pursuant to an Award. Any
                  portion of a Payment which was deferred shall be forfeited
                  from the Covered Employee's account in the Deferred
                  Compensation Plan in accordance with this Section 4.04.
 
         (b)      By executing the Award Agreement, the Covered Employee shall
                  agree to a deduction from any amounts the Corporation owes the
                  Covered Employee from time to time (including amounts owed to
                  the Covered Employee as wages or other compensation, fringe
                  benefits or vacation pay, as well as any other amounts owed to
                  the Covered Employee), to the extent of amounts owed to the
                  Corporation in accordance with paragraph (a) above. Whether or
                  not the Corporation elects to make any set-off in whole or in
                  part, if the Corporation does not recover by means of set-off
                  the full amount the Covered Employee owes in accordance with
                  paragraph (a), the Covered Employee agrees to pay the unpaid
                  balance to the Corporation immediately upon notification by
                  the Administrator.
 
 
 
                                      -10-
<PAGE>
 
         (c)      The Covered Employee may be released from the Covered
                  Employee's obligations under paragraphs (a) and (b) above only
                  if the Committee determines, in its sole discretion, that such
                  action is in the best interest of the Corporation.
 
4.05     Taxes
 
         The Corporation shall have the right to deduct, or to require the
         Covered Employee or other person receiving a payment under the Plan to
         pay to the Corporation any Federal or state taxes required by law to be
         withheld or paid.
 
                       SECTION V - ADMINISTRATION & CLAIMS
 
5.01     Administration
 
         (a)      The Committee shall designate the Administrator to administer
                  the Plan and interpret, construe and apply its provisions in
                  accordance with its terms. Subject to the terms of the Plan
                  the Administrator shall have the complete authority to:
 
                  (1)      Construe the terms of the Plan; and
 
                  (2)      Control and manage the operation of the Plan.
 
         (b)      The Administrator shall have the authority to establish rules
                  for the administration and interpretation of the Plan and the
                  transaction of its business. The determination of the
                  Administrator as to any disputed question shall be conclusive.
 
         (c)      The Administrator may employ counsel and other agents and may
                  procure such clerical, accounting and other services as the
                  Administrator may require in carrying out the provisions of
                  the Plan.
 
         (d)      The Administrator shall not receive any compensation from the
                  Plan for his services.
 
         (e)      The Corporation shall indemnify and save harmless the
                  Administrator against all expenses and liabilities arising out
                  of the Administrator's service as such, excepting only
                  expenses and liabilities arising from the Administrator's own
                  gross negligence or willful misconduct, as determined by the
                  Committee.
 
 
 
                                      -11-
<PAGE>
 
5.02     Claims
 
         (a)      Every person receiving or claiming benefits under the Plan
                  shall be conclusively presumed to be mentally and physically
                  competent and of age. If the Administrator determines that
                  such person is mentally or physically incompetent or is a
                  minor, payment shall be made to the legally appointed
                  guardian, conservator, or other person who has been appointed
                  by a court of competent jurisdiction to care for the estate of
                  such person, provided that proper proof of such appointment is
                  furnished in a form and manner suitable to the Administrator.
                  Any payment made under the provisions of the paragraph (a)
                  shall be a complete discharge of any liability therefor under
                  the Plan. The Administrator shall not be required to see to
                  the proper application of any such payment.
 
         (b)      Claims Procedure
 
                  Claims for benefits by a Covered Employee or Beneficiary shall
                  be filed, in writing, with the Administrator. If the
                  Administrator denies the claim, in whole or in part, the
                  Administrator shall furnish a written notice to the claimant
                  setting forth a statement of the specific reasons for the
                  denial of the claim, references to the specific provisions of
                  the Plan on which the denial is based, a description of any
                  additional material or information necessary to perfect the
                  claim and an explanation of why such material or information
                  is necessary, and an explanation of the review procedure. Such
                  notice shall be written in a way calculated to be
                  understandable by the claimant.
 
                  The written notice from the Administrator shall be furnished
                  to the claimant within ninety (90) days following the date on
                  which the claim was filed, except that if special
                  circumstances require an extension of time, the Administrator
                  shall notify the claimant of this need within such 90-day
                  period. Such notice shall inform the claimant the nature of
                  the circumstances necessitating the need for additional time
                  and the date by which the claimant will be furnished with the
                  decision regarding the claim. Such extension may provide for
                  up to an additional 90 days.
 
         (c)      Review Procedure
 
                  Within sixty (60) days of the date the Administrator denies a
                  claim, in whole or in part, the claimant, or his/her
                  authorized representative, may request that the decision be
                  reviewed. Such request shall be in writing, shall be filed
                  with the Administrator, and shall contain the following
                  information:
 
                  (1)      The date on which the denial was received by the
                           claimant;
 
                  (2)      The date on which the claimant's request for review
                           was filed with the Administrator;
 
 
 
                                      -12-
<PAGE>
 
                  (3)      The specific portions of the denial which the
                           claimant requests the Administrator to review;
 
                  (4)      A statement setting forth the basis on which the
                           claimant believes that a review of the decision is
                           required;
 
                  (5)      Any written material which the claimant desires the
                           Administrator to take into consideration in reviewing
                           the claim.
 
                  The Administrator shall afford the claimant, or his/her
                  authorized representative, an opportunity to review documents
                  pertinent to the claim, and shall conduct a full and fair
                  review of the claim and its denial. The Administrator's
                  decision on such review shall be furnished to the claimant in
                  writing, and shall be written in a manner calculated to be
                  understandable to the claimant. Such decision shall include a
                  statement of the specific reason(s) for the decision,
                  including references to the specific provision(s) of the Plan
                  relied upon.
 
                  The written notice from the Administrator shall be furnished
                  to the claimant within sixty (60) days following the date on
                  which the request for review was received by the
                  Administrator, except that if special circumstances require an
                  extension of time, the Administrator shall notify the claimant
                  of this need within such 60-day period. Such notice shall
                  inform the claimant the nature of the circumstances
                  necessitating the need for additional time and the date by
                  which the claimant will be furnished with the decision
                  regarding the claim. Such extension may provide for up to an
                  additional 60 days.
 
5.03     Plan Expenses
 
         The cost of administering the Plan shall be paid by the Corporation.
 
                     SECTION VI - AMENDMENT AND TERMINATION
 
6.01     Amendment of the Plan
 
         (a)      Except as provided in paragraph (b) below, the Board or the
                  Committee may amend the Plan, in whole or in part, at any
                  time.
 
         (b)      No amendment may, without shareholder approval, (1) expand the
                  class of eligible employees, (2) increase either the maximum
                  award to an individual Covered Employee or the maximum
                  aggregate number of shares payable, or (3) change the list of
                  business or financial criteria to be used to establish Award
                  Goals.
 
 
 
                                      -13-
<PAGE>
 
6.02     Termination of the Plan
 
         The Plan shall terminate when all TSR Shares or Restricted Stock Units
         subject to Award under the Plan or all Common Stock available for
         delivery under the Plan have been paid out or delivered or on such
         earlier date as may be determined by the Board or the Committee
 
6.03     Company Action
 
         The Company's power to amend or terminate the Plan shall be exercisable
         by the Board or by the Committee, or by any individual authorized by
         the Board to exercise such powers.
 
                           SECTION VII - MISCELLANEOUS
 
7.01     Share and Award Authorization
 
         (a)      Awards of TSR Shares or Restricted Stock Units which are
                  determined by the Committee to be entitled to Dividend
                  Equivalents shall entitle Covered Employees to Dividend
                  Equivalents but not to actual dividends, voting or other
                  rights of shareholders. TSR Shares or Restricted Stock Units
                  covered by Awards which are not earned or are forfeited for
                  any reason shall, unless the Plan has been terminated, again
                  be available for other Awards under the Plan. The maximum
                  number to TSR Shares or Restricted Stock Units which may be
                  awarded under the Plan on and after the date hereof shall not
                  exceed the number of shares authorized and available for award
                  as approved by shareholders as set forth in paragraph (d)
                  below, subject to adjustment as provided in paragraph (c)
                  below.
 
         (b)      The maximum number of shares of Common Stock which shall be
                  available for issuance and delivery to Covered Employees under
                  this Plan on and after this date shall not exceed the number
                  of shares authorized and available for issuance as approved by
                  shareholders, as set forth in paragraph (d) below, subject to
                  adjustment as provided in paragraph (c) below.
 
         (c)      In the event of any change in the number of outstanding shares
                  of Common Stock by reason of any stock dividend, stock split,
                  reorganization, merger, consolidation, exchange of shares or
                  similar change, a corresponding change shall be made in:
 
                  (i)      The number of TSR Shares or Restricted Stock Units
                           available for grant pursuant to Section 2.02;
 
                  (ii)     The number of shares of Common Stock available for
                           issuance and delivery pursuant to paragraph (b)
                           above;
 
 
 
                                      -14-
<PAGE>
 
                  (iii)    The number of TSR Shares or Restricted Stock Units
                           contingently held by any Covered Employee unless the
                           Committee makes a contrary determination, which it
                           may do in its sole discretion and which, if done,
                           shall be final and binding.
 
         (d)      The maximum aggregate number of shares of Common Stock that
                  may be paid out for all Covered Employees under this Plan
                  shall not exceed 1,000,000 shares without shareholder
                  approval.
 
7.02     Successors of the Company
 
         The rights and obligations of the Company under the Plan shall inure to
         the benefit of, and shall be binding upon, the successors and assigns
         of the Company.
 
7.03     ERISA Plan
 
         The Plan is intended to be an unfunded plan maintained primarily to
         provide deferred compensation benefits for "a select group of
         management or highly compensated employees" within the meaning of
         Sections 201, 301 and 401 of ERISA and therefore to be exempt from
         Parts 2, 3 and 4 of Title I of ERISA.
 
7.04     Trust
 
         The Company shall be responsible for the payment of all benefits under
         the Plan. At its discretion, the Company may establish one or more
         grantor trusts for the purpose of providing for payment of benefits
         under the Plan. Such trust(s) may be irrevocable, but the assets
         thereof shall be subject to the claims of the Company's creditors.
         Benefits paid to the Covered Employee from any such trust shall be
         considered paid by the Company for purposes of meeting the obligations
         of the Company under the Plan.
 
7.05     Employment Not Guaranteed
 
         Nothing contained in the Plan nor any action taken hereunder shall be
         construed as a contract of employment or as giving any Covered Employee
         any right to continued employment with the Corporation.
 
7.06     Gender, Singular and Plural
 
         All pronouns and variations thereof shall be deemed to refer to the
         masculine, feminine, or neuter, as the identity of the person(s)
         requires. As the context may require, the singular may be read as the
         plural and the plural as the singular.
 
 
 
                                      -15-
<PAGE>
 
7.07     Headings
 
         The headings of the Sections, subsections and paragraphs of the Plan
         are for convenience only and shall not control or affect the meaning or
         construction of any of its provisions.
 
7.08     Validity
 
         If any provision of the Plan is held invalid, void or unenforceable,
         the same shall not affect, in any respect, the validity of any other
         provision(s) of the Plan.
 
7.09     Waiver of Breach
 
         The waiver by the Company of any breach of any provision of the Plan by
         a Covered Employee or Beneficiary shall not operate or be construed as
         a waiver of any subsequent breach.
 
7.10     Applicable Law
 
         The Plan is intended to conform and be governed by ERISA. In any case
         where ERISA does not apply, the Plan shall be governed and construed in
         accordance with the laws of the Commonwealth of Pennsylvania.
 
7.11     Notice
 
         Any notice required or permitted to be given to the Administrator under
         the Plan shall be sufficient if in writing and either hand-delivered,
         or sent by first class mail to the principal office of the Company at
         One PPG Place, Pittsburgh, PA 15272, directed to the attention of the
         Administrator. Such notice shall be deemed given as of the date of
         delivery.
 
                        SECTION VIII - CHANGE IN CONTROL
 
8.01     Payments to a Trustee
 
         Upon, or in reasonable anticipation of a Change in Control, as defined
         in Section 8.02, all contingent Awards outstanding shall be deemed to
         have been earned on such basis as the Committee shall prescribe and
         then paid to a trustee or otherwise on such terms as the Committee may
         prescribe or permit and any deferred amounts shall be paid to a trustee
         or otherwise in such form and on such terms as the Committee may
         prescribe or permit.
 
8.02     Definition:  Change in Control
 
         A "Change in Control" shall mean:
 
 
 
                                      -16-
<PAGE>
 
         (a)      The acquisition by any individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act")) (a
                  "Person") of beneficial ownership (within the meaning of Rule
                  13d-3 promulgated under the Exchange Act) of 20% or more of
                  either (i) the then outstanding shares of common stock of the
                  Company (the "Outstanding Company Common Stock") or (ii) the
                  combined voting power of the then outstanding voting
                  securities of the Company entitled to vote generally in the
                  election of directors (the "Outstanding Company Voting
                  Securities").
 
                  For purposes of this subsection (a) the following acquisitions
                  shall not constitute a Change in Control:
 
                  Any acquisition directly from the Company;
 
                  Any acquisition by the Company;
 
                  Any acquisition by any employee benefit plan (or related
                  trust) sponsored or maintained by the Company or any
                  corporation controlled by the Company; or
 
                  Any acquisition by any corporation pursuant to a transaction
                  which complies with clauses (i), (ii) and (iii) of paragraph
                  (c) of this section 8.02.
 
         (b)      Individuals who, as of January 1, 1999, constitute the Board
                  (the "Incumbent Board") cease for any reason to constitute at
                  least a majority of the Board; provided, however, that any
                  individual becoming a director subsequent to such date whose
                  election, or nomination for election by the Company's
                  shareholders, was approved by a vote of at least a majority of
                  the directors then comprising the Incumbent Board shall be
                  considered as though such individual were a member of the
                  Incumbent Board, but excluding, for this purpose, any such
                  individual whose initial assumption of office occurs as a
                  result of an actual or threatened election contest with
                  respect to the election or removal of directors or other
                  actual or threatened solicitation of proxies or consents by or
                  on behalf of a Person other than the Board; or
 
         (c)      Approval by the shareholders of the Company of a
                  reorganization, merger or consolidation or sale or other
                  disposition of all or substantially all of the assets of the
                  Company (a "Business Combination"), in each case, unless,
                  following such Business Combination:
 
                  (i)      All or substantially all of the individuals and
                           entities who were the beneficial owners,
                           respectively, of the Outstanding Company Common Stock
                           and Outstanding Company Voting Securities immediately
                           prior to such Business Combination beneficially own,
                           directly or indirectly,
 
 
 
                                      -17-
<PAGE>
 
                           more than 60% of, respectively, the then outstanding
                           shares of Common Stock and the combined voting power
                           of the then outstanding voting securities entitled to
                           vote generally in the election of directors, as the
                           case may be, of the corporation resulting from such
                           Business Combination (including, without limitation,
                           a corporation which as a result of such transaction
                           owns the Company or all or substantially all of the
                           Company's assets either directly or through one or
                           more subsidiaries) in substantially the same
                           proportions as their ownership, immediately prior to
                           such Business Combination of the Outstanding Company
                           Common Stock and Outstanding Company Voting
                           Securities, as the case may be;
 
                  (ii)     No Person (excluding any employee benefit plan (or
                           related trust) of the Company or such corporation
                           resulting from such Business Combination)
                           beneficially owns, directly or indirectly, 20% or
                           more of, respectively, the then outstanding shares of
                           Common Stock of the corporation resulting from such
                           Business Combination or the combined voting power of
                           the then outstanding voting securities of such
                           corporation except to the extent that such ownership
                           existed prior to the Business Combination; and
 
                  (iii)    At least a majority of the members of the board of
                           directors of the corporation resulting from such
                           Business Combination were members of the Incumbent
                           Board at the time of the execution of the initial
                           agreement, or of the action of the Board, providing
                           for such Business Combination; or
 
         (d)      Approval by the shareholders of the Company of a complete
                  liquidation or dissolution of the Company; or
 
         (e)      A majority of the Board otherwise determines that a Change in
                  Control shall have occurred.
 
 
 
 
                                      -18-