PPG INDUSTRIES, INC. DEFERRED COMPENSATION PLAN As amended February 18, 2004

1.01

Account means all amounts transferred from the Prior Plan, deferred Award amounts, all deferred Salary amounts, all deferred TSR Plan or Long-Term Plan Payments and all Restoration Contributions and earnings on each in a Participant’s account at any particular time.

1.02

Administrator means an officer or officers of the Company appointed by the Committee, and any person(s) designated by such Administrator to assist in the administration of the Plan.

1.03

Affiliate means any business entity, other than a Subsidiary Corporation, in which PPG has an equity interest.

1.04

Annual Plan means the PPG Industries, Inc. Executive Officers’ Annual Incentive Compensation Plan.

1.05

Award means a grant to a Participant under either the IC Plan, the Annual Plan or MAP which such person may elect to defer. Awards to Participants may be made in the form of cash (“cash component”), shares of PPG stock (“stock component”), or a combination of both.

1.06

Beneficiary means the person or persons designated by a Participant to receive benefits hereunder following the Participant’s death, in accordance with Section 6.02. For purposes of this Section 1.06, “person or persons” is limited to an individual, a Trustee or a Participant’s estate.

1.07

Board means the Board of Directors of PPG Industries, Inc.

1.08

Code means the Internal Revenue Code of 1986, and amendments thereto.

1.09

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

1.10

Company or PPG means PPG Industries, Inc.

1.11

Conversion Formula means dividing an amount by the average of the closing sale prices for PPG Stock reported on the New York Stock Exchange-Composite Tape for all days in the month of January during which the New York Stock Exchange is open during the year following the Plan Year to which the Award relates.

1.12

Corporation means PPG and any Subsidiary Corporation and any Affiliate designated by the Administrator as eligible to participate in the Plan, and which, by proper authorization of the Board of Directors or other governing body of such Subsidiary Corporation or Affiliate, elects to participate in the Plan.

1.13

Disability means any long-term disability. The Administrator, in his complete and sole discretion, shall determine a Participant’s Disability; provided, however, that a Participant 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 Participant 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.

1.14

Discretionary Transaction means a transaction pursuant to any employee benefit plan of the Company that:

(a)

Is at the volition of the plan participant;

(b)

Is not made in connection with the participant’s death, disability, retirement or termination of employment;

(c)

Is not required to be made available to a plan participant pursuant to a provision of the Code; and

(d)

Results in either an intra-plan transfer involving a PPG Stock Fund or a cash distribution funded by a volitional disposition of PPG Common Stock by the plan participant.

1.15

Employee means any full-time or permanent part-time salaried employee (including any officer) of the Corporation.

1.16

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

1.17

Financial Hardship means an unexpected need for cash arising from an illness, casualty loss, sudden financial reversal, or other such unforeseeable occurrence, as determined by the Administrator, in his complete and sole discretion.

1.18

Former Participant means a Participant who becomes ineligible to receive an Award but who continues to have an Account hereunder.

1.19

IC Plan means the PPG Industries, Inc. Incentive Compensation and Deferred Income Plan for Key Employees.

1.20

Insider means a Participant who at any time within the prior six (6) months was a person subject to Section 16 of the Securities Act of 1934.

1.21

Investment Account means any one of the following:

1.22

Investment Account Share means a recordkeeping unit for the appropriate Investment Account, in each case, equivalent to one share of the mutual fund on which the value of the particular Investment Account is based.

1.23

Long-Term Plan means the PPG Industries, Inc. Executive Officers’ Total Shareholder Return Plan.

1.24

MAP means the PPG Industries, Inc. Management Award and Deferred Income Plan.

1.25

Participant means an Employee approved to participate in either the TSR Plan, the Long-Term Plan, the IC Plan, the Annual Plan or MAP. As used herein, “Participants” may be used collectively to include Retired Participants, Terminated Participants and Former Participants.

1.26

Plan means the PPG Industries, Inc. Deferred Compensation Plan as amended and restated, effective October 1, 2000.

1.27

Plan Year means the calendar year.

1.28

PPG Stock means Common Stock of the Company. Shares of PPG Stock issued under the Plan may be either authorized but unissued shares or issued shares acquired by the Company and held in its treasury.

1.29

PPG Stock Account means a record-keeping account maintained for a Participant who elects to defer all or part of an Award/Salary and/or to maintain all or part of a deferred Award/Salary in the form of Stock Account Shares.

1.30

PPG Stock Fund means the PPG Stock Account or any other fund or account of any other benefit plan of the Company or a Subsidiary which account or fund is invested in, or valued based upon, PPG Common Stock and which fund or account is an alternative to other funds or accounts made available to plan participants which funds or accounts are not invested in, or valued based upon PPG Common Stock.

1.31

Prior Plan means the PPG Industries, Inc. Deferred Compensation Plan, as in effect through September 30, 2000.

1.32

Prohibited Discretionary Transaction means a Discretionary Transaction to be effected pursuant to an election made less than six months following the date of the most recent previous election to make a Discretionary Transaction with respect to any employee benefit plan of the Company which most recent previous election effected:

(a)

An increase in a PPG Stock Fund if the current transaction would entail a disposition of PPG Stock or a decrease in a PPG Stock Fund; or

(b)

A disposition of PPG Stock or a decrease in a PPG Stock Fund if the current transaction would entail an increase in a PPG Stock Fund .

1.33

Restoration Contributions means contributions to a Participant’s Account in accordance with Section IV.

1.34

Retired Participant means a Participant who elects to maintain an Account in the Plan after his/her Retirement Date.

1.35

Retirement Date means the first day of the month following a Participant’s termination of employment, provided such Participant is eligible to receive a benefit from a retirement plan sponsored by the Corporation on such date.

1.36

Salary means a Participant’s monthly base salary from the Corporation (excluding bonuses, commissions and other non-regular forms of compensation) and including payments from the PPG Industries Salary Continuance Plan, before reductions for deferrals under the Plan or under any other Plan sponsored by the Corporation. In the case of Salary Continuance, Salary deferral elections shall be applied to the actual amount of Salary Continuance being paid.

1.37

Savings Plan means the PPG Industries Employee Savings Plan, as amended from time to time.

1.38

Savings Plan Election means the sum of the percentage the Participant is contributing to the Savings Plan as Savings and as Elective Deferrals not to exceed the percentage eligible for the Company match in the Savings Plan.

1.39

Savings Plan Matching Percentage means the percentage of the Company’s Matching Contributions for a Plan Year in the Savings Plan.

1.40

Stock Account Share means a record-keeping unit which is equivalent to one share of PPG Stock.

1.41

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.

1.42

Terminated Participant means a Participant who maintains an Account in the Plan following his/her termination of employment from the Corporation.

1.43

Transferred Interest Account means a separate Interest Account, transferred from the Prior Plan, for any amount which the Participant had transferred from his/her CEA-2 account.

1.44

TSR Plan means the PPG Industries, Inc. Total Shareholder Return Plan for Key Employees. The following words shall have the meaning set forth in the TSR Plan:

1.45

Unscheduled Withdrawal means a distribution of all or a portion of a Participant’s Investment Accounts and/or PPG Stock Account requested by a Participant, or a Beneficiary, if the Participant is deceased, in accordance with Section 5.07.

2.01

Deferral of Award

(a)

In accordance with the provisions of either the IC Plan, the Annual Plan or MAP, whichever is applicable, the value of that portion of the cash component of a deferred Award which the Participant has designated to one or more of the Investment Accounts in accordance with Section 3.01 shall be credited to such Investment Account(s) on the day such deferral would otherwise have been paid to the Participant.

(b)

In accordance with the provisions of either the IC Plan, the Annual Plan or MAP, whichever is applicable, the value of:

(1)

that portion of the cash component of a deferred Award which the Participant has designated in accordance with Section 3.01 to the PPG Stock Account; and/or

(2)

the value of the stock component of a deferred Award

(c)  (1)

Share Awards credited to the PPG Stock Account shall be credited in the form of Stock Account Shares and cash Awards credited to the PPG Stock Account shall be credited in the form of whole and fractional Stock Account Shares, the number of which will be determined according to the Conversion Formula.

(2)

Cash Awards credited to the Investment Account(s) shall be credited in the form of Investment Account Shares, the number of which will be determined according to the most recent closing market value of the appropriate Investment Account Shares.

(d)

Any amount designated by the Participant for in-service withdrawal in accordance with either the IC Plan, the Annual Plan or MAP may not be credited to the PPG Stock Fund.

2.02

Deferral of Salary

(a)

Prior to the beginning of each quarter, a Participant may elect to defer a percentage, in whole percentages only, of his/her Salary as follows:

(b)

Elections made pursuant to this Section 2.02 shall remain in effect until the earlier of:

(1)

The first day of the quarter following the quarter the Participant rescinds or modifies the election; or

(2)

The first day of the Plan Year following the Plan Year in which the Participant becomes a Former Participant.

(c)

Any election filed by a Participant pursuant to this Section 2.02 must be received by the Administrator on or before the last business day of the quarter prior to the quarter in which such election is to become effective. Deferred Salary shall be credited to the Participant’s Account on the first day of the month following the month in which the deferral is made.

(d)

A Participant is ineligible to defer or continue to have deferred any Salary percentage during a quarter in which the Participant’s salary is subject to a garnishment, tax lien, child support or any similar attachment to Salary.

(e)

A Participant who becomes ineligible for Salary deferral, in accordance with Paragraph (d) above, may thereafter resume Salary deferral upon the discontinuance of the attachment to the Salary and in accordance with the Salary election provisions of this Section 2.02.

(f)

The number of Stock Account Shares credited to the PPG Stock Account shall be determined by the closing price for PPG Stock on the last business day of the month in which the deferral is made.

(g)

The number of Investment Account Shares credited to the appropriate Investment Account shall be determined by the closing market price for shares of the mutual fund on which the value of the Investment Account is based on the last business day of the month in which the deferral is made.

2.03

Deferral of Payment under the TSR Plan or the Long-Term Plan

(a)

In accordance with the provisions of the TSR Plan or the Long-Term Plan, the portion of a Payment which a Participant has elected to defer shall be credited to the PPG Stock Account in the Participant’s Account on the day such Payment would otherwise have been paid to the Participant.

(b)

The portion of a Payment deferred by the Participant under the TSR Plan or the Long-Term Plan, as determined in TSR Shares, shall be credited to the PPG Stock Account in the form of Stock Account Shares.

(c)

Dividend Equivalents under the TSR Plan or the Long-Term Plan

(1)

Dividend Equivalents credited in accordance with the TSR Plan or the Long-Term Plan shall be credited into the PPG Stock Account or other Investment Account(s) as designated by the Participant in accordance with Section 3.01.

(2)

The number of Stock Account Shares, if any, credited to the PPG Stock Account due to Dividend Equivalents credited from the TSR Plan or the Long-Term Plan shall be determined on the basis of the closing sale price of PPG Stock reported on the Composite Tape for the day on which the corresponding dividend is paid on PPG Stock.

(3)

Dividend Equivalents credited to the Investment Account(s) shall be credited in the form of Investment Account Shares in the same manner as Cash Awards are credited to Investment Account(s).

3.01

Investment Election

(a)

Participants must file an election with the Administrator designating the investment election for any cash amounts or Dividend Equivalents from the TSR Plan or Long-Term Plan being deferred into or credited to the Plan.

(b)

Any election filed by a Participant under Section 3.01(a) above, shall remain in effect unless and until the Participant files a new election with the Administrator.

(c)

Elections filed in accordance with this Section 3.01 must be filed in accordance with the procedure established by the Administrator.

3.02

Investment Accounts

3.03

PPG Stock Account

(a)

Amounts credited to the PPG Stock Account shall be credited in the form of whole and fractional Stock Account Shares.

(b)

Participants shall not receive cash dividends or have voting or other shareholders’ rights as to Stock Account Shares; however, Stock Account Shares shall accrue whole and fractional dividend equivalents, in the form of additional Stock Account Shares, on the basis of the closing sale price for PPG Stock, reported on the Composite Tape for the day on which a dividend is paid, based on the number of whole Stock Account Shares in the PPG Stock Account on the record date.

3.04

Transfers from the Prior Plan

(a)

Any amounts in a Participant’s account on September 30, 2000, shall be transferred to his/her Account effective October 1, 2000, in accordance with the election filed by the Participant in accordance with Section 3.01.

(b)

In the event a Participant has not filed a valid election in accordance with Section 3.01, amounts credited to the Participant’s PPG Stock account in the Prior Plan shall be transferred to the PPG Stock Account; and amounts credited to the Participant’s interest account in the Prior Plan shall be transferred to the Fidelity Institutional MM Portfolio - Class 1 Account.

(c)

Any amounts in the Participant’s PPG Stock Account in the Prior Plan which the participant has designated for withdrawal in accordance with the provisions of Section XI of the Prior Plan, including any amounts representing dividend equivalents, accrued in accordance with Section 3.03(b), shall be distributed to the Participant on April 1, 2001.

(d)

Any amount credited to a Participant’s transferred interest account in the Prior Plan, shall be transferred to the Transferred Interest Account notwithstanding any election filed by the Participant.

3.05

Transfers

(a)

Subject to paragraph (b) below, a Participant who has a balance in the Investment Accounts may elect to transfer any amounts between/among the Investment Accounts or into the PPG Stock Account. Such transfers shall be subject to the following:

(1)

Participants must file a transfer request with the Administrator in accordance with the procedure established by the Administrator.

(2)    (A)

For transfers into the PPG Stock Account, the number and value of whole and fractional Stock Account Shares shall be determined by the closing price of PPG Stock on the last business day of the month in which the election is received by the Administrator.

(B)

For transfers into and out of any of the Investment Accounts, the number and value of whole and fractional Investment Account Shares shall be determined by the closing price of the appropriate Investment Account Share on the last business day of the month in which the election is received by the Administrator.

(3)

No transfers may be made out of the PPG Stock Account at any time.

(4)

No transfers may be made out of the Transferred Interest Account at any time.

(b)

Insiders are prohibited from making any transfer which would constitute a Prohibited Discretionary Transaction.

4.01

Restoration Contributions

(a)

For Participants whose Salary exceeds the amount specified in §401(a)(17) of the Code, Restoration Contributions shall equal the sum of (1) and (2) below:

(1)

Lesser of:

(2)

If the difference between the Participant’s Salary deferral and Excess Salary (“Difference”) is greater than zero:

(b)

For a Participant whose Salary equals or is less than the amount specified in §401(a)(17) of the Code and such Participant elects to defer Salary in accordance with Section 2.02, Restoration Contributions shall equal the amount of the deferred Salary times the Participant’s Savings Plan Election times the Savings Plan Matching Percentage.

(c)

For purposes of this Section 4.01 Excess Salary means Salary minus the amount specified in §401(a)(17) of the Code divided by 12.

4.02

Savings Plan Restoration Account

4.03

Vesting

4.04

Transfers

5.01

Scheduled In-Service Withdrawals

5.02

Withdrawals at/after a Participant’s Retirement Date

(a)

A Participant may elect a payment schedule applicable to his/her Account provided such election is filed with the Administrator:

(1)

Prior to the Participant’s Retirement Date; and

(2)

In the year prior to the year the first payment is to be made and, in all cases, at least six months/ten days prior to the time the first payment is to be made.

(b)

Participants may elect:

(1)

One lump-sum payment; or

(2)

Quarterly, semiannual or annual installments - to be made over a period of years, up to a maximum period of 15 years; or

(3)

A combination of (1) and (2).

(c)

Subject to the provisions of this paragraph (c), a Participant may delay the first payment for a period up to ten years following his/her Retirement Date; provided, however, that, in all cases, payments must begin no later than the year in which the Participant’s 75th birthday occurs for Participants who retire prior to their 75th birthday; or no later than the Participant’s Retirement Date for Participants who retire on or after their 75th birthday.

(d)

The payment schedule elected by the Participant shall apply to his/her entire Account. Participants may designate the first day of the quarter for the commencement of the payment schedule on an annual, semiannual or quarterly basis.