TSR SHARE AWARD AGREEMENT

_____________ __, 200_

This TSR SHARE AWARD AGREEMENT (this “Agreement”) is entered into as of the date first written above by and between PPG Industries, Inc. (the “Company”) and       (the “Participant”).

The Company maintains the PPG Industries, Inc. Long Term Incentive Plan (the “Key Executive LTIP”) and the PPG Industries, Inc. Executive Officers’ Long Term Incentive Plan (the “Executive Officers’ LTIP,” and, together with the Key Executive LTIP, the “LTIPs”), each of which is incorporated into and forms a part of this Agreement, and the Participant has been deemed to be a Covered Employee or has otherwise been selected by the Officers-Directors Compensation Committee or its Designee (as applicable, the “Committee”) to receive an Award under the Key Executive LTIP or the Executive Officers’ LTIP, as determined in accordance with paragraph 1.C hereof. Capitalized terms used in this Agreement shall have the respective meanings given to such terms in the Key Executive LTIP or the Executive Officers’ LTIP, as the context dictates, or elsewhere in this Agreement.

The Award of TSR Shares shall be confirmed by a separate Grant Notice (“Grant Notice”), specifying the date of grant of the Award (the “Grant Date”), the number of TSR Shares granted and the Award Goals applicable to such TSR Shares. Such Award shall be subject to the terms and conditions of this Agreement and such Grant Notice shall be deemed incorporated by reference into this Agreement.

NOW, THEREFORE, the Company and the Participant, intending to be legally bound, agree as follows:

1.  Terms and Conditions of the Award .

A.

This Agreement sets forth the terms and conditions applicable to the Award of TSR Shares confirmed in the Grant Notice.

B.

The Committee may terminate the Award at any time during the 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 Company.

C.

If the Participant is deemed to be a Covered Employee as of the last day of an Award Period, the Participant’s Award for that Award Period will be made under the Executive Officers’ LTIP; provided , that: (1) Awards under the Executive Officers’ LTIP will only be made if the Committee certifies that the Award Goals set forth in the Grant Notice have been achieved, and (2) the Committee reserves the right to exercise negative discretion in reducing or eliminating any Award that would otherwise be payable. If the Participant is not deemed to be a “Covered Employee,” the Participant’s Award will be made under the Key Executive LTIP; provided , that the Committee may, in its sole discretion, adjust the amount of an Award Goal during an Award Period for any such Participant. The LTIP that is determined to be applicable to the Participant under the provision set forth above is referred to in this agreement as the “applicable LTIP.”

D.

On each date that the Company pays a dividend on its Common Stock during the Award Period, the Participant shall be entitled to a Dividend Equivalent on each TSR Share in the Participant’s TSR Account. Unless prohibited under applicable law or otherwise determined by the Committee in its discretion, the value of such Dividend Equivalents shall be automatically deferred, on behalf of the Participant, into the PPG Stock Account of the Deferred Compensation Plan.

E.

If the Participant’s employment with the Company terminates during the Award Period but after the first anniversary of the Grant Date because of retirement or Disability (as determined in accordance with the applicable LTIP) or job elimination, the Participant shall be entitled to the same Award to which the Participant would have been entitled has the Participant’s employment continued to the end of the Award Period; provided , however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. If the Participant’s employment with the Company terminates during the Award Period but after the first anniversary of the Grant Date because of the Participant’s death, the Participant’s Award shall be deemed fully earned and such Award shall be paid as promptly as practicable to the Participant’s Beneficiary; provided , however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award.

F.

If the Participant’s employment with the Company terminates during the Award Period for any reason other than retirement, Disability, job elimination or death, or for any reason before the first anniversary of the Grant Date, the Participant’s Award shall be forfeited on the date of such termination; provided , however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payment with respect to the Award.

G.

Promptly following the end of the Award Period, the Committee shall determine the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant. The Committee shall have the negative discretion to reduce or eliminate any payment for the Award.

H.

The Award shall be subject to the provisions of the applicable LTIP concerning Change in Control of the Company.

2.  Payment on Account of Awards .

A.

Upon attainment of the Award Goals, and subject to this Agreement and the terms of the applicable LTIP, the Participant shall, at the end of the Award Period, earn a payment determined by reference to the number of shares of Common Stock constituting the earned Award as determined by the Committee in accordance with paragraph 1.F. The Participant shall receive payment in the form of cash and/or shares of Common Stock as determined by the Committee in its sole discretion. 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.

B.

Any shares of Common Stock issued to the Participant with respect to his or her Award shall be subject to such restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, the New York Stock Exchange and any applicable state or foreign securities laws, and the Committee may cause a legend or legends to be endorsed on any stock certificates for such shares making appropriate references to such legal restrictions.

C.

Except as otherwise provided in this Agreement, and except in the event the Participant is permitted and elects to defer payment, the payment of cash and shares of Common Stock in accordance with the provisions of paragraph 2 will be delivered not later than March 15 of the year following the end of the Award Period.

3.

Continuing Conditions . Notwithstanding any other provisions herein, the Participant, by execution of this Agreement, agrees and acknowledges that in return for the Award granted by the Company in this Agreement, the following continuing conditions shall apply:

A.

If at any time within the Award Period or within one (1) year after the Award Period the Participant engages in any activity in competition with any activity of the Company or any of its Subsidiaries, or contrary or harmful to the interests of the Company or any of its Subsidiaries, including, but not limited to: (1) conduct related to the Participant’s employment for which either criminal or civil penalties against the Participant may be sought; (2) violation of Company (or Subsidiary) Business Conduct Policies; (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 Company or any of its Subsidiaries, including employing or recruiting any present, former or future employee of the Company or any of its Subsidiaries; (4) disclosing or misusing any confidential information or material concerning the Company or any of its Subsidiaries; or (5) participating in a hostile takeover attempt, then this Award shall terminate effective the date on which the Participant enters into such activity, unless terminated sooner by operation of another term or condition of this Agreement, and any “Award Gain” realized by the Participant shall be paid by the Participant to the Company. “Award Gain” shall mean the cash and the closing market price of the Common Stock delivered to the Participant pursuant to paragraph 2 on the date of such delivery times the number of shares so delivered. Any shares of Common Stock deferred by the Participant shall be considered to have been delivered for the purpose of this paragraph 3.

B.

By accepting this Agreement, the Participant consents to a deduction from any amounts the Company or any of its Subsidiaries owes the Participant from time to time (including amounts owed the Participant as wages or other compensation, fringe benefits or vacation pay, as well as any other amounts owed to the Participant by the Company or any of its Subsidiaries), to the extent of the amounts payable to the Company by the Participant under paragraph 3.A. above. Whether or not the Company elects to make any set-off in whole or in part, if the Company does not recover by means of set-off the full amount payable by the Participant, calculated as set forth above, the Participant agrees to pay immediately the unpaid balance to the Company.

C.

The Participant may be released from the Participant’s obligations under paragraphs 3.A and 3.B above only if the Committee determines, in its sole discretion, that such action is in the best interest of the Company.

4.

Nonassignability . Except as provided in the applicable LTIP with respect to a “Qualified Domestic Relations Order” (“QDRO”) as defined in §414(p) of the Internal Revenue Code, neither the Participant nor his/her Beneficiary shall have the power to encumber, sell, alienate, or otherwise dispose of his/her interest under the this Agreement prior to actual payment to and receipt thereof by such person; nor shall the Administrator of the applicable LTIP 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.

5.

Beneficiary Designation . In the event of the Participant’s death, any amount payable under this Agreement shall be paid to the Participant’s Beneficiary as determined in accordance the applicable LTIP.

6.

Limited Right to Assets of the Corporation . Any amounts payable under this Agreement shall be paid from the general funds of the Company and from shares authorized and available for issuance under the applicable LTIP, and the Participant 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.

7.

Certain Adjustments . 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 the number of TSR Shares subject to this Agreement unless the Committee makes a contrary determination, which it may do in its sole discretion and which, if done, shall be final and binding.

8.

Applicable Law . This Agreement is intended to be governed by ERISA. In any case where ERISA does not apply, this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to any choice of law principles.

9.

Severability . If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the legality, validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10.

Applicable LTIP Governs . Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the applicable LTIP, a copy of which may be obtained by the Participant from the office of the Secretary of the Company.

11.

Entire Agreement . This Agreement, including without limitation all documents incorporated by reference herein, contains all terms and conditions with respect to the subject matter hereof.

12.

Amendment . Subject to the terms of the applicable LTIP, including any limitations on amendments thereof, this Agreement may be amended by written agreement of the Participant and the Company without the consent of any other person.

13.

No Right to Further Awards . Neither this Agreement nor the grant of an Award to the Participant under the LTIPs shall confer upon the Participant any claim of right to be granted further Awards under the LTIPs or any other compensation plan or program of the Company.

14.

No Rights as Shareholder . The Participant shall have no rights as a shareholder of the Company, including without limitation voting or dividend rights, with respect to an Award under the applicable LTIP unless and until shares of Common Stock are actually issued to the Participant with respect to such Award.

15.

Taxes . The Company shall have the right to deduct, or to require the Participant or other person receiving a payment under this Agreement to pay to the Company any Federal or state taxes required by law to be withheld or paid.

16.

Successors of the Company . The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company

PPG Industries, Inc.

By:

RESTRICTED STOCK UNIT AWARD AGREEMENT

______________ __, 2005

This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is entered into as of the date first written above by and between PPG Industries, Inc. (the “Company”) and       (the “Participant”).

The Company maintains the PPG Industries, Inc. Long Term Incentive Plan (the “Key Executive LTIP”) and the PPG Industries, Inc. Executive Officers’ Long Term Incentive Plan (the “Executive Officers’ LTIP,” and, together with the Key Executive LTIP, the “LTIPs”), each of which is incorporated into and forms a part of this Agreement, and the Participant has been deemed to be a Covered Employee or has otherwise been selected by the Officers-Directors Compensation Committee or its Designee (as applicable, the “Committee”) to receive an Award under the Key Executive LTIP or the Executive Officers’ LTIP, as determined in accordance with paragraph 1.C hereof. Capitalized terms used in this Agreement shall have the respective meanings given to such terms in the Key Executive LTIP or the Executive Officers’ LTIP, as the context dictates, or elsewhere in this Agreement.

The Award of Restricted Stock Units shall be confirmed by a separate Grant Notice (“Grant Notice”), specifying the date of grant of the Award (the “Grant Date”), the number of Restricted Stock Units granted and the Award Goals applicable to such Restricted Stock Units. Such Award shall be subject to the terms and conditions of this Agreement and such Grant Notice shall be deemed incorporated by reference into this Agreement.

NOW, THEREFORE, the Company and the Participant, intending to be legally bound, agree as follows:

1.  Terms and Conditions of the Award .

A.

This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units confirmed in the Grant Notice.

B.

The Committee may terminate the Award at any time during the 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 Company.

C.

If the Participant is deemed to be a Covered Employee as of the last day of an Award Period, the Participant’s Award for that Award Period will be made under the Executive Officers’ LTIP; provided , that: (1) Awards under the Executive Officers’ LTIP will only be made if the Committee certifies that the Award Goals set forth in the Grant Notice have been achieved, and (2) the Committee reserves the right to exercise negative discretion in reducing or eliminating any Award that would otherwise be payable. If the Participant is not deemed to be a “Covered Employee,” the Participant’s Award will be made under the Key Executive LTIP; provided , that the Committee may, in its sole discretion, adjust the amount of an Award Goal during an Award Period for any such Participant. The LTIP that is determined to be applicable to the Participant under the provision set forth above is referred to in this agreement as the “applicable LTIP.”

D.

If the Participant’s employment with the Company terminates during the Award Period but after the first anniversary of the Grant Date because of retirement Disability (as determined in accordance with the applicable LTIP) or job elimination, the Participant shall be entitled to the same Award to which the Participant would have been entitled has the Participant’s employment continued to the end of the Award Period; provided , however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. If the Participant’s employment with the Company terminates during the Award Period but after the first anniversary of the Grant Date because of the Participant’s death, the Participant’s Award shall be deemed fully earned and such Award shall be paid as promptly as practicable to the Participant’s Beneficiary; provided , however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award.

E.

If the Participant’s employment with the Company terminates during the Award Period for any reason other than retirement, Disability, job elimination or death, or for any reason before the first anniversary of the Grant Date, the Participant’s Award shall be forfeited on the date of such termination; provided , however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payment with respect to the Award.

F.

Promptly following the end of the Award Period, the Committee shall determine the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant. The Committee shall have the negative discretion to reduce or eliminate any payment for the Award.

G.

The Award shall be subject to the provisions of the applicable LTIP concerning Change in Control of the Company.

2.  Payment on Account of Awards .

A.

Upon attainment of the Award Goals, and subject to this Agreement and the terms of the applicable LTIP, the Participant shall, at the end of the Award Period, earn a payment determined by reference to the number of shares of Common Stock constituting the earned Award as determined by the Committee in accordance with paragraph 1.F. The Participant shall receive payment in the form of cash and/or shares of Common Stock as determined by the Committee in its sole discretion. 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.

B.

Any shares of Common Stock issued to the Participant with respect to his or her Award shall be subject to such restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, the New York Stock Exchange and any applicable state or foreign securities laws, and the Committee may cause a legend or legends to be endorsed on any stock certificates for such shares making appropriate references to such legal restrictions.

C.

Except as otherwise provided in this Agreement, and except in the event the Participant is permitted and elects to defer payment, the payment of cash and shares of Common Stock in accordance with the provisions of paragraph 2 will be delivered not later than March 15 of the year following the end of the Award Period.

3.

Continuing Conditions . Notwithstanding any other provisions herein, the Participant, by execution of this Agreement, agrees and acknowledges that in return for the Award granted by the Company in this Agreement, the following continuing conditions shall apply:

A.

If at any time within the Award Period or within one (1) year after the Award Period the Participant engages in any activity in competition with any activity of the Company or any of its Subsidiaries, or contrary or harmful to the interests of the Company or any of its Subsidiaries, including, but not limited to: (1) conduct related to the Participant’s employment for which either criminal or civil penalties against the Participant may be sought; (2) violation of Company (or Subsidiary) Business Conduct Policies; (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 Company or any of its Subsidiaries, including employing or recruiting any present, former or future employee of the Company or any of its Subsidiaries; (4) disclosing or misusing any confidential information or material concerning the Company or any of its Subsidiaries; or (5) participating in a hostile takeover attempt, then this Award shall terminate effective the date on which the Participant enters into such activity, unless terminated sooner by operation of another term or condition of this Agreement, and any “Award Gain” realized by the Participant shall be paid by the Participant to the Company. “Award Gain” shall mean the cash and the closing market price of the Common Stock delivered to the Participant pursuant to paragraph 2 on the date of such delivery times the number of shares so delivered. Any shares of Common Stock deferred by the Participant shall be considered to have been delivered for the purpose of this paragraph 3.

B.

By accepting this Agreement, the Participant consents to a deduction from any amounts the Company or any of its Subsidiaries owes the Participant from time to time (including amounts owed the Participant as wages or other compensation, fringe benefits or vacation pay, as well as any other amounts owed to the Participant by the Company or any of its Subsidiaries), to the extent of the amounts payable to the Company by the Participant under paragraph 3.A. above. Whether or not the Company elects to make any set-off in whole or in part, if the Company does not recover by means of set-off the full amount payable by the Participant, calculated as set forth above, the Participant agrees to pay immediately the unpaid balance to the Company.

C.

The Participant may be released from the Participant’s obligations under paragraphs 3.A and 3.B above only if the Committee determines, in its sole discretion, that such action is in the best interest of the Company.

4.

Nonassignability . Except as provided in the applicable LTIP with respect to a “Qualified Domestic Relations Order” (“QDRO”) as defined in §414(p) of the Internal Revenue Code, neither the Participant nor his/her Beneficiary shall have the power to encumber, sell, alienate, or otherwise dispose of his/her interest under the this Agreement prior to actual payment to and receipt thereof by such person; nor shall the Administrator of the applicable LTIP 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.

5.

Beneficiary Designation . In the event of the Participant’s death, any amount payable under this Agreement shall be paid to the Participant’s Beneficiary as determined in accordance the applicable LTIP.

6.

Limited Right to Assets of the Corporation . Any amounts payable under this Agreement shall be paid from the general funds of the Company and from shares authorized and available for issuance under the applicable LTIP, and the Participant 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.

7.

Certain Adjustments . 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 the number of Restricted Stock Units subject to this Agreement unless the Committee makes a contrary determination, which it may do in its sole discretion and which, if done, shall be final and binding.

8.

Applicable Law . This Agreement is intended to be governed by ERISA. In any case where ERISA does not apply, this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to any choice of law principles.

9.

Severability . If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the legality, validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10.

Applicable LTIP Governs . Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the applicable LTIP, a copy of which may be obtained by the Participant from the office of the Secretary of the Company.

11.

Entire Agreement . This Agreement, including without limitation all documents incorporated by reference herein, contains all terms and conditions with respect to the subject matter hereof.

12.

Amendment . Subject to the terms of the applicable LTIP, including any limitations on amendments thereof, this Agreement may be amended by written agreement of the Participant and the Company without the consent of any other person.

13.

No Right to Further Awards . Neither this Agreement nor the grant of an Award to the Participant under the LTIPs shall confer upon the Participant any claim of right to be granted further Awards under the LTIPs or any other compensation plan or program of the Company.

14.

No Rights as Shareholder . The Participant shall have no rights as a shareholder of the Company, including without limitation voting or dividend rights, with respect to an Award under the applicable LTIP unless and until shares of Common Stock are actually issued to the Participant with respect to such Award.

15.

Taxes . The Company shall have the right to deduct, or to require the Participant or other person receiving a payment under this Agreement to pay to the Company any Federal or state taxes required by law to be withheld or paid.

16.

Successors of the Company . The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company

PPG Industries, Inc.

By:

NONQUALIFIED OPTION AGREEMENT

[Date]

This Nonqualified Option Agreement is made as of       ,       (the “Date of Grant”), between PPG INDUSTRIES, INC. (the “Company”), and

(the “Optionee”).

The purpose of this Agreement is to evidence the grant by the Company to the Optionee of a Nonqualified Option pursuant to the PPG Industries, Inc. Stock Plan (the “Plan”).

THEREFORE, the Company and the Optionee, intending to be legally bound, agree as follows:

1.  Incorporation by Reference. The capitalized terms used herein (including Fair Market Value, which means the closing sale price on the applicable date) shall have the meanings set forth in the Plan, the text of which is set forth in the Prospectus dated April 18, 2002, concerning the Plan, which, unless previously delivered to you, is enclosed. The Plan is incorporated herein by reference. Also incorporated herein by reference are the Rules and Regulations of the Committee, as presently in effect and as they may be amended from time-to-time.

2.  Grant . The Company hereby grants to the Optionee the right and option to purchase  shares of the Common Stock of the Company, subject to adjustment as provided in Section 12 of the Plan, on the terms and conditions herein set forth or incorporated by reference.

3.  Option Price . The Option Price of the shares subject to the Option, unless adjusted as provided in Section 12 of the Plan, shall be $ per share, which is the Fair Market Value of a share of Common Stock on the Date of Grant.

4.  Option Term . The Option may be exercised as to any or all shares subject to the Option, at any time or from time-to-time, during the period beginning       ,       and ending       ,       inclusive (the “Expiration Date”), subject to earlier termination as provided herein; provided, however, that the Rules and Regulations of the Committee may provide for the acceleration of the exercisability of the Option in such events as the Committee may from time-to-time prescribe.

5. Exercise of Option .

(a) The Option may be exercised by the Optionee giving written notice to the Company specifying the number of shares to be purchased.

(b) The Option Price shall be payable in such form and at such times as the Rules and Regulations of the Committee may from time-to-time prescribe or permit.

(c) As soon as practicable after receipt by the Company of the required notice and payment in full of the Option Price for the shares purchased, but in no event earlier than the third (3 ^rd ) business day after the date of exercise, a certificate or certificates representing the shares to be acquired by the Optionee shall be issued to the Optionee; provided that any certificate(s) for the shares purchased may be retained by the Company or its stock transfer agent or kept in a book-entry account by its stock transfer agent or may have such restrictive legends imprinted thereon prohibiting the transfer of such certificate(s) for such period as may be prescribed by the Committee in the Rules and Regulations of the Committee or otherwise. Subject to the foregoing, the Optionee shall have the rights of a shareholder with respect to such shares on the third (3 ^rd ) business day after the date of exercise.

(d) The date of exercise shall be the date the required notice is received by the Company; provided, however, that if payment in full is not received by the Company as prescribed or permitted by the Rules and Regulations of the Committee, such notice shall be deemed not to have been received.

6.  Termination of Option . Unless the Committee shall determine otherwise, the Option shall immediately expire and will no longer be exercisable at the time the Optionee ceases to be employed by the Company or a Subsidiary. The preceding sentence notwithstanding:

(a) if the Optionee’s employment terminates a year or more after the Date of Grant as a result of the Optionee’s retirement under any retirement plan of the Company or any Subsidiary, the Option will not immediately expire and will be exercisable during the Option Term set forth in Section 4.

(b) if the Optionee’s employment terminates a year or more after the Date of Grant as a result of the Optionee’s total and permanent disability, the Option will not immediately expire and will become immediately exercisable and remain exercisable through the Expiration Date.

(c) if the Optionee’s employment terminates a year or more after the Date of Grant as a result of the Optionee’s death, the Option will not immediately expire and will become immediately exercisable and may be exercised by the Optionee’s Successor at any time through the Expiration Date.

(d) if the Optionee dies (i) after the Optionee’s retirement under any retirement plan of the Company or any Subsidiary and a year or more after the Date of Grant or (ii) while the Option is exercisable under Subsection 6 (b), the Option will be immediately exercisable by the Optionee’s Successor who may exercise the Option at anytime through the Expiration Date.

7.  Forfeiture . Notwithstanding any other provisions herein, the Optionee, by execution of this Agreement, agrees and acknowledges that in return for the Options granted by the Company herein, the following continuing conditions shall apply:

(a) if at any time within (i) the term of this Option or (ii) within one (1) year after the Optionee exercises any part of this Option, whichever is latest, the Optionee engages in any activity in competition with any activity of the Company or any of its subsidiaries, or contrary or harmful to the interests of the Company or any of its subsidiaries, including, but not limited to: (A) conduct related to the Optionee’s employment for which either criminal or civil penalties against the Optionee may be sought, (B) violation of Company (or Subsidiary) Business Conduct Policies, (C) 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 Company or any of its subsidiaries, including employing or recruiting any present, former or future employee of the Company or any of its subsidiaries, (D) disclosing or misusing any confidential information or material concerning the Company or any of its subsidiaries, or (E) participating in a hostile takeover attempt, then (1) this option shall terminate effective the date on which the Optionee enters into such activity, unless terminated sooner by operation of another term or condition of this Agreement, the Rules and Regulations or the Plan, and (2) any “Option Gain” realized by the Optionee from exercising all or any portion of this Option within one (1) year prior to the Optionee entering into such activity shall be paid by Optionee to the Company. “Option Gain” shall mean the gain represented by the closing market price on the date of exercise over the exercise price, multiplied by the number of shares purchased, without regard to any subsequent market price decrease or increase.

(b) By accepting this Agreement, Optionee consents to a deduction from any amounts the Company or any of its subsidiaries owes the Optionee from time to time (including amounts owed to the Optionee as wages or other compensation, fringe benefits, or vacation pay, as well as any other amounts owed to the Optionee by the Company or any of its subsidiaries), to the extent of the amounts owed to the Company by the Optionee under paragraph (a) above. Whether or not the Company elects to make any set-off in whole or in part, if the Company does not recover by means of set-off the full amount the Optionee owes it, calculated as set forth above, the Optionee agrees to pay immediately the unpaid balance to the Company.

(c) Optionee may be released from Optionee’s obligations under paragraphs (a) and (b) above only if the Committee (or its duly appointed agent) determines, in its sole discretion, that such action is in the best interests of the Company.

8.  Restored Option Feature Not Available . The Restored Option feature of the Plan shall not apply to the Option granted in this Agreement and Restored Options will not be granted upon any exercise of the Option granted in this Agreement.

9.  Nontransferability . The Option is not transferable by the Optionee except by will or the laws of descent and distribution and shall be exercisable during the Optionee’s lifetime only by the Optionee.

10.  Irrevocability. The rights and options granted hereby may not be rescinded, modified, canceled or otherwise affected by the Company, except as provided herein (whether expressly or by incorporation by reference), without the written consent of the Optionee.

11.  Choice of Law . The validity, construction and performance of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to any choice of law principles.

12.  Severability . If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the legality, validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13.  Notices. All notices provided for herein shall be in writing and, if to the Company, shall be delivered to the Treasurer of the Company or mailed to its principal office, One PPG Place, Pittsburgh, Pennsylvania 15272, addressed to the attention of the Treasurer, and, if to the Optionee, shall be delivered personally or mailed to the Optionee at the address appearing in the payroll records of the Company or a Subsidiary. Such addresses may be changed at any time by written notice to the other party.

14.  Prospectus . By execution of this Agreement, the Optionee acknowledges receipt of the Prospectus dated April 18, 2002, concerning the Plan.

This Nonqualified Option shall, under no circumstances, be treated as an Incentive Option.

Optionee

PPG INDUSTRIES, INC.

By

agree.doc

NONQUALIFIED OPTION AGREEMENT

FOR DIRECTORS

[Date]

This Nonqualified Option Agreement is made as of       ,       (the “Date of Grant”), between PPG INDUSTRIES, INC. (the “Company”), and,       (the “Optionee”).

The purpose of this Agreement is to evidence the grant by the Company to the Optionee of a Nonqualified Option pursuant to the PPG Industries, Inc. Stock Plan (the “Plan”).

THEREFORE, the Company and the Optionee, intending to be legally bound, agree as follows:

1.  Incorporation by Reference. The capitalized terms used herein (including Fair Market Value, which means the closing sale price on the applicable date) shall have the meanings set forth in the Plan, the text of which is set forth in the Prospectus dated April 18, 2002, concerning the Plan, which, unless previously delivered to you, is enclosed. The Plan is incorporated herein by reference. Also incorporated herein by reference are the Rules and Regulations of the Committee, as presently in effect and as they may be amended from time-to-time.

2.  Grant . The Company hereby grants to the Optionee the right and option to purchase       shares of the Common Stock of the Company, subject to adjustment as provided in Section 12 of the Plan, on the terms and conditions herein set forth or incorporated by reference.

3.  Option Price . The Option Price of the shares subject to the Option, unless adjusted as provided in Section 12 of the Plan, shall be $ per share, which is the Fair Market Value of a share of Common Stock on the Date of Grant.

4.  Option Term . The Option may be exercised as to any or all shares subject to the Option, at any time or from time-to-time, during the period beginning       ,       and ending       ,       inclusive (the “Expiration Date”), subject to earlier termination as provided herein; provided, however, that the Rules and Regulations of the Committee may provide for the acceleration of the exercisability of the Option in such events as the Committee may from time-to-time prescribe.

5. Exercise of Option .

(a) The Option may be exercised by the Optionee giving written notice to the Company specifying the number of shares to be purchased.

(b) The Option Price shall be payable in such form and at such times as the Rules and Regulations of the Committee may from time-to-time prescribe or permit.

(c) As soon as practicable after receipt by the Company of the required notice and payment in full of the Option Price for the shares purchased, but in no event earlier than the third (3rd) business day after the date of exercise, a certificate or certificates representing the shares to be acquired by the Optionee shall be issued to the Optionee; provided that any certificate(s) for the shares purchased may be retained by the Company or its stock transfer agent or kept in a book-entry account by its stock transfer agent or may have such restrictive legends imprinted thereon prohibiting the transfer of such certificate(s) for such period as may be prescribed by the Committee in the Rules and Regulations of the Committee or otherwise. Subject to the foregoing, the Optionee shall have the rights of a shareholder with respect to such shares on the third (3rd) business day after the date of exercise.

(d) The date of exercise shall be the date the required notice is received by the Company; provided, however, that if payment in full is not received by the Company as prescribed or permitted by the Rules and Regulations of the Committee, such notice shall be deemed not to have been received.

6.  Termination and Continuation of Option . Unless the Committee shall determine otherwise, the Option shall immediately expire and shall not become exercisable if for any reason the Optionee ceases to be a Director of the Company prior to       ,       .

If the Optionee continues to be a Director of the Company for a year or more after the Date of Grant:

(a) the Option may be exercised by the Optionee during the option term set forth in Section 4;

(b) if the Optionee becomes totally and permanently disabled a year or more after the Date of Grant, the Option will become immediately exercisable and remain exercisable through the Expiration Date; and

(c) if the Optionee dies a year or more after the Date of Grant, the Option will become immediately exercisable and may be exercised by the Optionee’s Successor at any time through the Expiration Date.

7.  Forfeiture . Notwithstanding any other provisions herein, the Optionee, by execution of this Agreement, agrees and acknowledges that in return for the Options granted by the Company herein, the following continuing conditions shall apply:

(a) if at any time within (i) the term of this Option or (ii) within one (1) year after the Optionee exercises any part of this Option, whichever is latest, the Optionee engages in any activity in competition with any activity of the Company or any of its subsidiaries, or contrary or harmful to the interests of the Company or any of its subsidiaries, including, but not limited to: (A) conduct related to the Optionee’s activities relating to the Company for which either criminal or civil penalties against the Optionee may be sought, (B) 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 Company or any of its subsidiaries, including employing or recruiting any present, former or future employee of the Company or any of its subsidiaries, (C) disclosing or misusing any confidential information or material concerning the Company or any of its subsidiaries, or (D) participating in a hostile takeover attempt, then (1) this option shall terminate effective the date on which the Optionee enters into such activity, unless terminated sooner by operation of another term or condition of this Agreement, the Rules and Regulations or the Plan, and (2) any “Option Gain” realized by the Optionee from exercising all or any portion of this Option within one (1) year prior to the Optionee entering into such activity shall be paid by Optionee to the Company. “Option Gain” shall mean the gain represented by the closing market price on the date of exercise over the exercise price, multiplied by the number of shares purchased, without regard to any subsequent market price decrease or increase.

(b) By accepting this Agreement, Optionee consents to a deduction from any amounts the Company or any of its subsidiaries owes the Optionee from time to time (including amounts owed to the Optionee as fees or benefits, as well as any other amounts owed to the Optionee by the Company or any of its subsidiaries), to the extent of the amounts owed to the Company by the Optionee under paragraph (a) above. Whether or not the Company elects to make any set-off in whole or in part, if the Company does not recover by means of set-off the full amount the Optionee owes it, calculated as set forth above, the Optionee agrees to pay immediately the unpaid balance to the Company.

(c) Optionee may be released from Optionee’s obligations under paragraphs (a) and (b) above only if the Committee (or its duly appointed agent) determines, in its sole discretion, that such action is in the best interests of the Company.

8.  Restored Option Feature Not Available . The Restored Option feature of the Plan shall not apply to the Option granted in this Agreement and Restored Options will not be granted upon any exercise of the Option granted in this Agreement.

9.  Nontransferability . The Option is not transferable by the Optionee except by will or the laws of descent and distribution and shall be exercisable during the Optionee’s lifetime only by the Optionee.

10.  Irrevocability. The rights and options granted hereby may not be rescinded, modified, canceled or otherwise affected by the Company, except as provided herein (whether expressly or by incorporation by reference), without the written consent of the Optionee.

11.  Choice of Law . The validity, construction and performance of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to any choice of law principles.

12.  Severability . If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the legality, validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13.  Notices. All notices provided for herein shall be in writing and, if to the Company, shall be delivered to the Secretary of the Company or mailed to its principal office, One PPG Place, Pittsburgh, Pennsylvania 15272, addressed to the attention of the Secretary, and, if to the Optionee, shall be delivered personally or mailed to the Optionee at the address appearing in the records of the Company or a Subsidiary. Such addresses may be changed at any time by written notice to the other party.

14.  Prospectus . By execution of this Agreement, the Optionee acknowledges receipt of the Prospectus dated April 18, 2002, concerning the Plan.

This Nonqualified Option shall, under no circumstances, be treated as an Incentive Option.

Optionee

PPG INDUSTRIES, INC.
BOARD OF DIRECTORS

SUMMARY
OF
COMPENSATION
AND
BENEFITS

The following is a summary of the compensation and benefits provided to non-employee members of the Board of Directors of PPG Industries, Inc.

Each non-employee Director will receive an annual retainer of $90,000. An additional annual retainer is paid to the Chairperson of the following committees as indicated below:

The PPG Industries, Inc. Deferred Compensation Plan for Directors gives each non-employee Director the opportunity to defer receipt of all or any portion of the compensation each such Director earns as a Director until such Director leaves the Board. Each non-employee Director’s Plan account is credited in the form of stock equivalents with the amount of compensation that is deferred and such stock equivalents are credited with dividend equivalents as and to the extent dividends are declared in respect of PPG’s common stock.

For compensation deferred prior to January 1, 2005, each non-employee Director may elect to receive payment of such Director’s account balance in one to fifteen annual installments after leaving the Board of Directors. For compensation deferred on or after January 1, 2005, each Director’s account balance will be paid out in a lump sum six months after such Director leaves the Board. Distributions are made in the form of PPG Common Stock. In the event of a Director’s death, payment will be made to such Director’s beneficiary.

Each non-employee Director receives an annual Stock Option Grant of 2,500 option shares. Grants are made on the date of the February Officers-Directors Compensation Committee (ODCC) meeting, and the exercise price is the closing price for that day. Each option grant is exercisable three years after the date of the grant and has a 10-year term. Options granted prior to January 1, 2004, are exercisable one year after the date of the grant and have a 10-year term.

PPG has established Stock Ownership Guidelines for all Directors effective January 1, 2005. All Directors must own 5,000 shares of PPG stock. Directors can achieve this requirement by either deferring a portion of their compensation to the Deferred Compensation Plan or by certifying ownership of shares in personal brokerage accounts.

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The Investor Services Program provides all PPG Shareholders with a convenient way to reinvest dividends and purchase additional shares of PPG common stock without having to pay brokerage commissions or service charges. If a non-employee Director holds any shares of PPG common stock, such Director is eligible to participate in the Plan at any time.

All shares that are purchased through this Plan are held by the Plan Administrator and earn dividends. A statement of account is mailed to Plan participants after each dividend payment date, and each participant is entitled to vote the shares held in the Plan on their behalf. Participants may also withdraw shares held in the Plan.

Each non-employee Director is provided with liability coverage for claims against such Directors relating to their service as a PPG director, accidental death and dismemberment insurance coverage and aircraft travel insurance coverage.

Non-employee Directors who were elected prior to July 17, 2003, are eligible to participate in the Directors’ Charitable Award Plan. Under the provisions of this Plan, PPG makes a charitable contribution of $1,000,000 in the name of each non-employee Director at the time of their death.

The PPG Industries Foundation Matching Gift Program enhances personal charitable giving by PPG non-employee Directors by matching contributions to eligible institutions. Contributions must be a minimum of $25 up to a total of $10,000 per year. Eligible institutions include colleges or universities, private secondary schools, cultural institutions, and organizations serving exceptional children.

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