<PAGE>
UNIVERSAL DISPLAY
CORPORATION(TM)
March 30, 2005
VIA FACSIMILE AND OVERNIGHT MAIL
Mr. Richard C. Elias
Vice President - Optical Products
PPG Industries, Inc.
440 College Park Drive
Monroeville, PA 15146
RE: AMENDMENT #2 TO THE SUPPLY
AGREEMENT
------------------------------------------
Dear Rick,
The Supply Agreement between PPG
Industries, Inc. ("PPG") and Universal Display
Corporation ("UDC") entered into and
effective October 1, 2000, as amended (the
"Supply Agreement") contains provisions
with specific reference to December 31,
2005.
Based on recent discussions, the parties
desire to amend certain provisions of
the Supply Agreement, and to enter into
certain additional agreements as more
fully described below. Accordingly, the
parties hereby agree as follows:
1. All references to "December
31, 2005" in the Supply Agreement (as amended
in the First
Amendment to the Supply Agreement) are hereby changed to
"March 31,
2006." The reference to "PPG's 2005 cumulative out-of-pocket
environment,
health and safety costs" in Section 5.1.1(b) of the Supply
Agreement is
amended to include 2005 and the first calendar quarter of
2006.
2. In each instance where the
Supply Agreement provides for UDC to deliver
shares of UDC
common stock, $0.01 par value, to PPG, or that UDC shall have
the option to
deliver shares of common stock to PPG, UDC hereby agrees to
deliver any
shares of common stock that it is obligated or elects to
deliver as
follows:
(a) Shares in payment for work
performed during each of the first and
third calendar quarters of 2005, and during the first calendar
quarter
of 2006, shall be delivered within [The confidential material
contained herein has been omitted and has been separately filed
with
the Commission.] days following UDC's receipt of PPG's invoice
for
such work in accordance with the terms of Section 5.3(a) of the
existing Supply Agreement.
(b) Any shares in payment for work to
be performed during the second
calendar quarter of 2005 shall be delivered in advance, together
with
the shares deliverable in accordance with clause (a) above for
work
performed during the first calendar quarter of 2005, based on
the
agreed-upon budgeted value of work expected to be performed during
the
second quarter and which is payable in shares (the "Budgeted
Shares
Value"). The [The confidential material contained herein has
been
omitted and has been separately filed with the Commission.] Day
Average price used to determine the number of shares
deliverable
pursuant to the preceding sentence shall be the same price used
to
determine the number of shares deliverable with respect to work
performed during the first calendar quarter of 2005.
<PAGE>
Mr. Richard C. Elias
PPG Industies, Inc.
March 30, 2005
Page 2
(c) Should the actual value of the
work performed during the second
calendar quarter of 2005 and which is payable in shares (the
"Actual
Shares Value") differ from the Budgeted Shares Value for the
second
calendar quarter, the dollar amount of such difference shall be
determined. With respect to any such difference:
(i) if such difference
reflects an excess of the Actual Shares Value
over the Budgeted Shares Value, the additional shares
deliverable
on account thereof shall be delivered following the third
calendar quarter of 2005, together with the shares deliverable
in
accordance with clause (a) above for work performed during the
third calendar quarter. The [The confidential material
contained
herein has been omitted and has been separately filed with the
Commission.] Day Average price used to determine the number of
shares deliverable pursuant to the preceding sentence shall be
the same as that used to determine the number of shares to be
delivered for work performed during the third calendar quart
