<PAGE>

                                                                    EXHIBIT 10.4



                              PPG INDUSTRIES, INC.

                              EXECUTIVE OFFICERS'

                         TOTAL SHAREHOLDER RETURN PLAN

<PAGE>

                               Table of Contents
                               -----------------


Statement of Purpose

Section     I           Definitions

Section    II           Awards

Section   III           Termination/Disability/Death

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' Total Shareholder Return 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:

 .  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;

 .  Provides a compensation program to executive officers which is competitive
   with compensation opportunities in competing industries;

 .  Encourages executive officers to continue as employees of the Corporation.

                                      -1-
<PAGE>

                            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 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 awarded and such terms and conditions
      applicable to the Award.

1.05  Award Goals means the specific performance-based goals 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 3.03; 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.

1.12  Corporation means PPG and any Subsidiary Corporation 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 Corporation, 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.

                                      -2-
<PAGE>

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 each TSR Share,
      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  Long-Term Plan or TSR means the PPG Industries, Inc. Executive Officers'
      Total Shareholder Return Plan, as set forth herein and as amended from
      time to time.

1.20  Prior TSR Plan means the PPG Industries, Inc. Total Shareholder Return
      Plan for Key Employees.

1.21  TSR Account means an account maintained for a Covered Employee to which
      TSR Shares are credited.

1.22  TSR Share means a unit which is equivalent to one share of Common Stock,
      or the cash equivalent thereof, as determined by the closing sale price
      reported on the New York Stock Exchange-Composite Tape for the Common
      Stock for the date on which an Award is made.

                                      -3-
<PAGE>

                      SECTION II - PARTICIPATION & AWARDS
                      -----------------------------------

2.01 Participation

     All Covered Employees shall be eligible to receive an Award 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 only grant one Award to any Covered Employee in a
          given year.  No later than 90 days after the commencement of the
          relevant Award Period, the Committee shall determine or approve:

          (1)  The Award Goals 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 Return on Capital; (iv) Return on Equity; (v) Earnings
               (pre-tax or after-tax); and (vi) Earnings Growth.

          (2)  The Award Period;

          (3)  The maximum number of TSR Shares to be awarded to each Covered
               Employee, subject to clauses (c) and (f) below, upon the
               achievement of the Award Goals;

          (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; 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)  Awards under the Plan shall be granted to Covered Employees in the
          form of TSR Shares which shall be reflected in a TSR Account,
          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 the Award Goal for any Award Period as it deems equitable.

                                      -4-
<PAGE>

     (f)  The maximum amount that may be granted to an individual who is Chief
          Executive Officer would be limited to 250,000 shares of Common Stock
          for any Award Period.  The maximum amount that may be granted to
          either of the next two most highly compensated Covered Employees would
          be limited to 150,000 shares of Common Stock for any Award Period.
          The maximum amount that may be granted to any other Covered Employee
          would be limited to 100,000 shares of Common Stock for each year of
          any Award Period.

2.03 Dividend Equivalents

     (a)  Subject to paragraph (c) below, each Covered Employee shall be
          entitled to receive a Dividend Equivalent on each TSR Share in his/her
          TSR Account during the Award Period.

     (b)  Dividend Equivalents shall be paid quarterly into the PPG Stock
          Account in the Deferred Compensation Plan.

     (c)  Dividend Equivalent payments shall not be made on any TSR Shares
          following the date a Covered Employee's employment is terminated or
          the date the Covered Employee is determined to have a Disability.

     (d)  A Covered Employee shall be entitled to payment of Dividend
          Equivalents in accordance with the provisions of the Deferred
          Compensation Plan 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.

                                      -5-
<PAGE>

     (e)  If any dividends are declared on the Common Stock portion of a Payment
          on a date subsequent to the close of an 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 TSR 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 TSR Plan no later than 90 days after the commencement
          of the relevant Award Period, (2) the Awards granted under the Prior
          TSR Plan do not exceed the maximums set forth in Section 2.02(f), (3)
          the Award Goals have been met, and (4) the material terms of the
          Awards granted under the Prior TSR Plan do not differ from this Plan,
          as approved by the Company's shareholders.

     (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.

2.05 Deferral of Payments

     (a)  A Covered Employee may elect to defer receipt of a Payment in
          accordance with this Section 2.05.

     (b)  A Covered Employee may elect to defer either 25%, 50%, 75% or 100% of
          his/her Payment.  Any balance which is not deferred in accordance with
          this paragraph shall be paid to the Covered Employee in Common Stock
          and cash, as determined in accordance with Section 2.04(b).

     (c)  Except as otherwise provided in paragraph (c) below, all elections
          pursuant to this Section 2.05 must be filed with the Administrator no
          later than the last day of the first year of the Award Period; and
          such election shall become irrevocable as of the first day of the
          second year of the Award Period.

     (d)  Covered Employees who are granted an Award after the last day of the
          first year of any Award Period, may make an election in accordance
          with this Section 2.04 within the 30-day period following notice to
          the Covered Employee that he/she has been granted such Award.

     (e)  The value of any amount deferred in accordance with this Section 2.05,
          as determined in TSR Shares, shall be credited to the PPG Stock
          Account in the Deferred Compensation Plan at the time the Payment
          would otherwise be made following the Award Period and shall be
          subject to the provisions of the Deferred Compensation Plan.

                                      -6-
<PAGE>

                   SECTION III - TERMINATION/DISABILITY/DEATH
                   ------------------------------------------

3.01  Retirement

      If a Covered Employee's employment with the Corporation terminates during
      an Award Period because of retirement, 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 prorated Award which shall be
      determined at the end of the Award Period. Such prorated Award shall be
      determined 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.

3.02  Disability

      If a Covered Employee's employment with the Corporation terminates during
      an Award Period because of Disability, 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 prorated Award which shall be
      determined at the end of the Award Period. Such prorated Award shall be
      determined 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.

3.03  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, the Covered Employee's Beneficiary shall be entitled
      to a prorated Award which shall be determined at the end of the Award
      Period. Such prorated Award shall be determined 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.

3.04  Termination

      If a Covered Employee's employment with the Corporation terminates during
      an Award Period for any reason other than retirement, Disability or Death,
      the 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 prorated Award.

                                      -7-
<PAGE>

              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.

     (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 (S)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)  TSR Shares shall not be payable to an Alternate Payee until such
               shares 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.

                                      -8-
<PAGE>

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.

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

                                      -9-
<PAGE>

          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.

     (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.

                                      -10-
<PAGE>

                      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.  All actions, decisions and
          interpretations of the Administrator shall be performed in a uniform
          and nondiscriminatory manner.

     (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.

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.

                                      -11-
<PAGE>

     (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;

          (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

                                      -12-
<PAGE>

          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.

                                      -13-
<PAGE>

                     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.

6.02 Termination of the Plan

     The Plan shall terminate when all TSR Shares 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.

                                      -14-
<PAGE>

                          SECTION VII - MISCELLANEOUS
                          ---------------------------

7.01 Share and Award Authorization

     (a)  Awards of TSR Shares shall entitle Covered Employees to Dividend
          Equivalents but not to actual dividends, voting or other rights of
          shareholders.  TSR Shares 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 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 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;

          (iii) The number of TSR Shares 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.

                                      -15-
<PAGE>

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.

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.

                                      -16-
<PAGE>

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.

                                      -17-
<PAGE>

                        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:

     (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

                                      -18-
<PAGE>

     (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, 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.

                                      -19-