PPG INDUSTRIES, INC.

DEFERRED COMPENSATION PLAN FOR DIRECTORS


1.      Purpose

	The purpose of the PPG Industries, Inc. Deferred Compensation Plan 
for Directors (the "Plan") is to offer each non-employee member of 
the Board of Directors of PPG Industries, Inc. (the "Corporation") 
the opportunity to defer receipt of the compensation to be earned for 
services as a director of the Corporation until after termination of 
service as a director.

2.      Definitions

(a)     "Account" or "Accounts" means one or more of the Stock Account 
or the Capital Enhancement Account maintained for a 
Participant.

(b)     "Beneficiary" means the person or entity designated by the 
Participant or the Participant's legal representative as 
provided under Section 7(b).

(c)     "Capital Enhancement Account" means a bookkeeping account or 
accounts maintained for a Participant who, for such period or 
periods as the Committee may establish or permit, elects to 
defer to it all or any part of his or her Compensation.

(d)     "Committee" means the Officers-Directors Compensation 
Committee (or any successor) of the Board of Directors of the 
Company.

(e)     "Common Stock" means the common stock, par value $1.66 2/3 per 
share, of the Corporation.

(f)     "Common Stock Unit" means a hypothetical share of Common 
Stock.

(g)     "Compensation" means a Participant's retainer and meeting fees 
earned for services as a director and as chairman or a member 
of a committee of the Board of Directors.

(h)     "Dividend Equivalents" means an additional number of Common 
Stock Units the Corporation shall credit to each Stock Account 
as of 



each dividend payment date declared with respect to the 
Corporation's Common Stock.  The additional number of Common 
Stock Units to be credited to each Stock Account shall be 
equal to:

(1)     the product of (i) the dividend per share of the Common 
Stock which is payable as of the dividend payment date, 
multiplied by (ii) the number of whole Common Stock 
Units credited to the Stock Account as of the applicable 
dividend record date;

	DIVIDED BY

(2)     the closing price of a share of the Common Stock on the 
dividend payment date (or if such stock was not traded 
on that date, on the next preceding date on which it was 
traded), as reported in the New York Stock Exchange 
Composite Transactions.

(i)     "Participant" means an eligible director who has elected to 
participate in the Plan.

(j)     "Stock Account" means a bookkeeping account maintained for a 
Participant who elects to defer to it all or any part of his 
or her Compensation and to which Common Stock Units and 
Dividend Equivalents are credited.

3.      Eligibility

	All directors of the Corporation who are not at the time also serving 
as salaried employees of the Corporation are eligible to participate 
in the Plan.

4.      Deferral of Compensation

(a)     Each Participant shall have such Compensation as the Board of 
Directors mandates deferred under the Plan and credited to the 
Stock Account.  In addition, each Participant may elect to 
have additional Compensation deferred under the Plan and 
credited to the Stock Account and/or, as permitted by the 
Committee, the Capital Enhancement Account.

(b)     Subject to any rules, regulations, procedures or resolutions 
adopted by the Committee, an election to defer shall be made 
in writing prior 



to the start of the calendar year for which 
it is to become effective and shall be effective upon filing 
with the Secretary of the Corporation.  Once deferral has been 
elected and filed with the Secretary of the Corporation, it 
shall become irrevocable for the next succeeding calendar year 
and, unless revoked in writing or superseded by a new election 
effective for calendar years after the year in which such 
revocation or new election is executed, shall continue in 
effect for each calendar year thereafter.

(c)     Deferred amounts shall be credited on the books of the 
Corporation to an account in the name of the Participant on 
the same date that it would otherwise be payable and shall 
thereafter be paid from the general funds of the Corporation.  
No assets of the Corporation shall be segregated or earmarked 
in respect to any amounts credited to the Accounts of 
Participants and all such amounts shall constitute unsecured 
contractual obligations of the Corporation.

(d)     The number of Common Stock Units to be credited to the Stock 
Account of a Participant shall be equal to the quotient 
obtained by dividing the unpaid deferred amount to be credited 
to the Stock Account by the closing price of a share of the 
Common Stock on the date on which such deferred amount is 
credited on the books of the Corporation (or if such stock was 
not traded on that date, on the next preceding date on which 
it was traded), as reported on the New York Stock Exchange 
Composite Transactions.  Dividend Equivalents shall be 
credited to each Stock Account as of each dividend payment 
date declared with respect to the Corporation's Common Stock.

(e)     Interest equivalents in respect to unpaid deferred amounts 
credited to the Capital Enhancement Account shall be credited 
at the same interest rate, and in the same manner, as interest 
equivalents are credited to the Capital Enhancement Account 
under the PPG Industries, Inc. Incentive Compensation and 
Deferred Income Plan for Key Employees; provided, however, 
that (i) pre-retirement death benefits as a multiple of 
amounts deferred thereunder and (ii) reduction of the rate of 
interest equivalents in case of termination of service prior 
to age 62, shall not apply to amounts deferred hereunder.

(f)     The sum of each Participant's deferrals of Compensation under 
Section 4(a), to his Capital Enhancement Account shall be not less 




than such minimum, and not more than such maximum, as the 
Committee shall specify.

5.      Payment of Deferred Amounts

(a)     Payments from the Stock Account and the Capital Enhancement 
Account shall be made in the form of cash.

(b)     Subject to Section 5(d), a Participant may elect to have the 
amount deferred paid in from one to 15 annual installments 
after he or she shall cease to be a director of the 
Corporation.

	Such installment(s) shall commence upon or following

(i)     a specified date;
(ii)    an event certain;
(iii)   the earlier of a specified date or an event certain.

	Installments shall continue to be payable as soon as 
practicable after the first day of January of each year 
thereafter.

	Subject to Sections 5(d) and 5(e), payment of deferred amounts 
shall commence no later than January of the first calendar 
year which is the later of:

(i)     the year following attainment of age seventy (or such 
other age as may supersede the age referred to in 
Section 403(f)(3) of Title 42 United States Code); or

(ii)    the year following such Participant's retirement.

	Where deferred amounts, interest equivalents and Dividend 
Equivalents are payable in installments, the amount of each 
installment will be calculated such as to provide 
approximately equal distributions over the period designated.  
Notwithstanding the foregoing, no installment may be in an 
amount less than $1,000, and, if and to the extent necessary, 
installments shall be accelerated so as to provide for such 
minimum installment(s).  In calculating the amount of each 
installment, the amount in the Participant's Stock Account 
shall be calculated by multiplying the number of Common Stock 
Units in the Participant's Stock Account on date of such 


      
payment by the average closing price of the Common Stock in 
the New York Stock Exchange Composite Transactions for the 5 
trading days for which such price is available immediately 
preceding the date of payment.

 (c)    Death or Disability

(i)     In the event of the death or disability of a 
Participant either while serving as a director of the 
Corporation or prior to the commencement of any 
payments hereunder, any amount due under the Plan shall 
be paid in a lump sum to the Participant's beneficiary, 
or in the case of disability, to the Participant, as 
soon as practicable after the death or disability.

(ii)    In the event of the death or disability of a 
Participant on or after the commencement of installment 
payments, in accordance with Section 5(b), payments 
shall continue to paid to the Participant's 
beneficiary, or in the case of disability, to the 
Participant, in accordance with the election made by 
the Participant in accordance with Section 5(b); 
provided, however, that the Secretary of the Committee 
shall have the power to accelerate the payment of any 
installment(s) because of hardship or other 
circumstances deemed by him, in his discretion, to 
warrant such acceleration.

(d)     Payment Elections

	Any prior election as to the number of installments made by a 
Participant who is serving as a director of the Corporation on 
February 19, 1992 shall be null and void.

	Participants may elect the number and the date or event for 
the commencement of installment payments in accordance with 
the following:

(i)     Such elections must be made at least six months and ten 
days prior to the first payment date; and

(ii)    In all cases, the elections must be made in the 
calendar year preceding the first payment date.



(e)     Notwithstanding any other provision of this Plan, the first 
installment to a Participant shall not be paid until six 
months and ten days after the Participant shall cease to be a 
director of the Corporation.

6.      Change in Control

(a)     Upon, or in reasonable anticipation of, a Change in Control 
(as defined below), the Corporation shall immediately make a 
payment in cash to a trustee on such terms as the Senior Vice 
President, Human Resources and Administration, and the Senior 
Vice President, Finance, or either of them, shall deem 
appropriate (including such terms as are appropriate to cause 
such payment, if possible, not to be a taxable event to 
Participants) of a sufficient amount to insure that 
Participants receive the payment of all amounts as 
contemplated under the Plan.

(b)     Except as regards Section 6(c)(v), the Committee shall have 
the duty and the authority to make the determination as to 
whether a Change in Control has occurred, or is reasonably to 
be anticipated, and, concomitantly, to direct the making of 
the payment contemplated herein.

(c)     A "Change in Control" shall mean:

(i)     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 (x) the then 
outstanding shares of common stock of the Company (the 
"Outstanding Company Common Stock") or (y) 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"); provided, however, that for purposes of 
this subsection (i), the following acquisitions shall 
not constitute a Change in Control:  (a) any 
acquisition directly from the Company, (b) any 
acquisition by the Company, (c) any acquisition by any 
employee benefit plan (or related trust) sponsored or 
maintained by the Company or any corporation controlled 
by the Company or (d) any 



acquisition by any corporation pursuant to a transaction which complies 
with clauses (a), (b) and (c) of subsection (iii) of 
this Section 6(c); or

(ii)    Individuals who, as of the date hereof, 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 the date hereof 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

(iii)   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, 
(a) 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, 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, (b) 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 (c) 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

(iv)    Approval by the shareholders of the Company of a 
complete liquidation or dissolution of the Company; or

(v)     A majority of the Board otherwise determines that a 
Change in Control shall have occurred.

7.      General Provisions

(a)     Either the Board of Directors of the Corporation or the 
Committee may modify or amend the Plan, in whole or in part, 
from time to time, or terminate the Plan at any time, without 
the consent of any Participant or Beneficiary of any 
Participant; provided, however, that any modification, 
amendment or termination shall be of general application to 
all Participants and Beneficiaries and shall not, without the 
consent of the Participant or, in the event of his death, the 
Participant's Beneficiary or estate adversely affect (i) any 
amount theretofore deferred or credited to the Participant's 
Account(s) or (ii) the right of the Participant to receive all 
amounts theretofore credited to the Participant's Account(s), 
as of the date of such modification, amendment or termination; 
and provided further that any modification, amendment or 
termination that would materially increase or accelerate the 
payment of any amount under the Plan shall be approved by the 
Board of Directors.  The Plan shall remain in effect until 
terminated pursuant to this paragraph.



(b)     No rights under the Plan may be transferred or assigned except 
that a Participant may designate, in writing filed with the 
Secretary of the Corporation, his spouse or children, a 
trustee or his or her executor or executrix as Beneficiary to 
receive any unpaid amounts under the Plan after the death of 
the Participant.  In the absence of any such designation or in 
the event that the designated person or entity shall not be in 
existence at the time a payment under the Plan comes due, the 
Beneficiary of the Participant shall be the Participant's 
legal representative.

(c)     The Committee shall have full power to administer and 
interpret the Plan and to adopt such rules, regulations, 
procedures and resolutions consistent with the terms of the 
Plan as the Committee deems necessary or advisable to carry 
but the terms of the Plan.

(d)     The place of administration of the Plan shall be conclusively 
deemed to be within the Commonwealth of Pennsylvania, and the 
validity, construction, interpretation and administration of 
the Plan, and of any determinations or decisions made 
thereunder, and the rights of any and all persons having or 
claiming to have any interest therein or thereunder, shall be 
governed by, and determined exclusively and solely in 
accordance with, the internal laws of the Commonwealth of 
Pennsylvania.


	As Amended -- September 20, 1995