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PPG Industries Inc – ‘DEFR14A’ on 4/3/01

On: Tuesday, 4/3/01, at 2:26pm ET · Accession #: 950132-1-500104 · File #: 1-01687

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/03/01  PPG Industries Inc                DEFR14A                1:107K                                   Donnelley R R & S… 04/FA

Revised Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revised Notice and Proxy Statement                    33    167K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Annual Compensation Programs Auditors Award Period Board Proposals to Preserve Tax Deductibility Change In Control Arrangements Committees of the Board Compensation Committee Report on Executive Compensation Compensation of Directors Compensation of Executive Officers Election of Directors James G. Berges Long-Term Incentive Plan Awards Miscellaneous Option Exercises and Fiscal Year-End Values Option Grants Other Matters Other Transactions Proposal No. 3 -- Regarding Declassification of the Board Proposal No. 4 -- Regarding Adoption of a Workplace Code of Conduct Based on International Labor Organization Conventions Proposals of Certain Shareholders Retirement Plans Section 16(a) Reporting Shareholder Proposals for the Next Annual Meeting Shareholder Return Performance Graph Shareholder's Supporting Statement Solicitation Costs Steven C. Mason Summary of Named Executives' Compensation Vote Required Voting Securities
1	1st Page - Filing Submission
5	Voting Securities
7	Election of Directors
9	Committees of the Board
"	James G. Berges
10	Compensation of Directors
11	Other Transactions
12	Compensation of Executive Officers
"	Compensation Committee Report on Executive Compensation
"	Annual Compensation Programs
14	Steven C. Mason
15	Summary of Named Executives' Compensation
16	Option Grants
17	Option Exercises and Fiscal Year-End Values
"	Long-Term Incentive Plan Awards
"	Retirement Plans
18	Change In Control Arrangements
19	Board Proposals to Preserve Tax Deductibility
21	Award Period
23	Proposals of Certain Shareholders
"	Proposal No. 3 -- Regarding Declassification of the Board
"	Shareholder's Supporting Statement
24	Proposal No. 4 -- Regarding Adoption of a Workplace Code of Conduct Based on International Labor Organization Conventions
25	Auditors
26	Shareholder Return Performance Graph
27	Miscellaneous
"	Vote Required
"	Solicitation Costs
"	Shareholder Proposals for the Next Annual Meeting
"	Section 16(a) Reporting
28	Other Matters

DEFR14A 1st Page of 33 TOC ↑Top Previous Next ↓Bottom Just 1st
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [_]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

PPG Industries, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

-------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

-------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

-------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

-------------------------------------------------------------------------

(5) Total fee paid:

-------------------------------------------------------------------------

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

-------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

-------------------------------------------------------------------------

(3) Filing Party:

-------------------------------------------------------------------------

(4) Date Filed:

-------------------------------------------------------------------------

Notes:

Reg. (S) 240.14a-101.

SEC 1913 (3-99)

DEFR14A 2nd Page of 33 TOC 1st Previous Next ↓Bottom Just 2nd
LOGO OF PPG

PPG Industries, Inc. One PPG Place Pittsburgh, Pennsylvania 15272

March 6, 2001

DEAR SHAREHOLDER:

You are cordially invited to attend the Annual Meeting of Shareholders of
PPG Industries, Inc. to be held on Thursday, April 19, 2001, in the Pittsburgh
Marriott Hotel, City Center, 112 Washington Place, Pittsburgh, Pennsylvania.
The meeting will begin at 11:00 A.M. We look forward to greeting personally
those shareholders who will be able to be present. This booklet includes the
notice of the Annual Meeting and the Proxy Statement, which contains
information about the business of the Annual Meeting and about your Board of
Directors and its committees and certain executive officers.

This year, in addition to the election of four Directors, you are being
asked to act on a proposal to approve a performance-based annual compensation
plan and a proposal to approve a performance-based long-term compensation
plan. Each compensation plan is intended to preserve the Company's tax
deductibility of Executive Officer compensation. Your Board of Directors
recommends that you vote in favor of both of these proposals.

You are also being asked to vote on two shareholder proposals. Your Board of
Directors recommends that you vote against both of these shareholder
proposals.

It is important that your shares be represented at the Annual Meeting. You
are, therefore, urged to complete, date and sign the accompanying Proxy and
Voting Instruction Card and return it promptly in the return envelope provided
whether or not you plan to attend personally.

Sincerely yours,
/s/ Raymond W. LeBoeuf
Raymond W. LeBoeuf
Chairman of the Board

DEFR14A 3rd Page of 33 TOC 1st Previous Next ↓Bottom Just 3rd
PPG INDUSTRIES, INC.
One PPG Place, Pittsburgh, Pennsylvania 15272

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 19, 2001

Notice is hereby given that the Annual Meeting of Shareholders of PPG
Industries, Inc. will be held on Thursday, April 19, 2001, at 11:00 A.M.,
prevailing time, in the PITTSBURGH MARRIOTT HOTEL, CITY CENTER, 112 WASHINGTON
PLACE, PITTSBURGH, PENNSYLVANIA, for the purpose of considering and acting
upon the following:

1. The election of four Directors.

2. A proposal to approve the Executive Officers' Annual Incentive
Compensation Plan, establishing a performance-based annual compensation
plan intended to preserve tax deductibility under Section 162(m) of the
Internal Revenue Code.

3. A proposal to approve the Executive Officers' Total Shareholder Return
Plan, establishing a performance-based long-term compensation plan
intended to preserve tax deductibility under Section 162(m) of the
Internal Revenue Code.

4. If presented at the Annual Meeting, a shareholder proposal regarding
declassification of the Board of Directors.

5. If presented at the Annual Meeting, a shareholder proposal urging the
Board to adopt a new workplace code of conduct.

Only shareholders of record of the Company as of the close of business on
February 20, 2001 are entitled to notice of and to vote at the Meeting or any
adjournment thereof.

Admission to the Annual Meeting will be by Admission Card only. If you are a
shareholder of record or a Savings Plan participant and plan to attend, you
may obtain an Admission Card by marking the box provided on the Proxy and
Voting Instruction Card. If your shares are not registered in your name,
please advise the shareholder of record (your bank, broker, etc.) that you
wish to attend. That firm will request an Admission Card for you or provide
you with evidence of your ownership that will gain you admission to the Annual
Meeting.

Michael C. Hanzel, Secretary

Pittsburgh, Pennsylvania
March 6, 2001

DEFR14A 4th Page of 33 TOC 1st Previous Next ↓Bottom Just 4th
PPG INDUSTRIES, INC.
One PPG Place, Pittsburgh, Pennsylvania 15272

PROXY STATEMENT
Annual Meeting of Shareholders--April 19, 2001

Table of Contents

[Download Table]

Page
----

Voting Securities......................................................... 2
Election of Directors..................................................... 4
Committees of the Board................................................. 6
Compensation of Directors............................................... 7
Other Transactions...................................................... 8
Compensation of Executive Officers........................................ 9
Compensation Committee Report on Executive Compensation................. 9
Summary of Named Executives' Compensation............................... 12
Option Grants........................................................... 13
Option Exercises and Fiscal Year-End Values............................. 14
Long-Term Incentive Plan Awards......................................... 14
Retirement Plans........................................................ 14
Change In Control Arrangements.......................................... 15
Board Proposals to Preserve Tax Deductibility............................. 16
Proposal No. 1--Approval of the Executive Officers' Annual Incentive
Compensation Plan...................................................... 16
Proposal No. 2--Approval of the Executive Officers' Total Shareholder
Return Plan............................................................ 18
Proposals of Certain Shareholders......................................... 20
Proposal No. 3--Regarding Declassification of the Board................. 20
Shareholder's Supporting Statement..................................... 20
Board of Directors' Statement Recommending a Vote Against this
Shareholder Proposal................................................... 20
Proposal No. 4--Regarding Adoption of a Workplace Code of Conduct Based
on International Labor Organization Conventions........................ 21
Shareholder's Supporting Statement..................................... 21
Board of Directors' Statement Recommending a Vote Against this
Shareholder Proposal................................................... 22
Auditors.................................................................. 22
Shareholder Return Performance Graph...................................... 23
Miscellaneous............................................................. 24
Vote Required........................................................... 24
Solicitation Costs...................................................... 24
Shareholder Proposals for the Next Annual Meeting....................... 24
Section 16(a) Reporting................................................. 24
Other Matters........................................................... 25
Exhibit A--Audit Committee Charter

DEFR14A 5th Page of 33 TOC 1st Previous Next ↓Bottom Just 5th
PPG INDUSTRIES, INC.
One PPG Place, Pittsburgh, Pennsylvania 15272

PROXY STATEMENT

Annual Meeting of Shareholders--April 19, 2001

This Proxy Statement is being mailed to the shareholders of PPG Industries,
Inc. (hereinafter sometimes called "PPG" or the "Company") on or about March
6, 2001, in connection with the solicitation of proxies by the Board of
Directors of the Company (hereinafter sometimes called the "Board of
Directors" or the "Board"). Such proxies, which may be given in the form of
the accompanying Proxy and Voting Instruction Card, will be voted at the
Annual Meeting of Shareholders of the Company (hereinafter sometimes called
the "Meeting") to be held on Thursday, April 19, 2001, at 11:00 A.M.,
prevailing time, in the PITTSBURGH MARRIOTT HOTEL, CITY CENTER, 112 WASHINGTON
PLACE, PITTSBURGH, PENNSYLVANIA and at any adjournment thereof. Proxies may be
revoked at will before they have been exercised, but the revocation of a proxy
will not be effective until written notice thereof has been given to the
Secretary of the Company.

----------------

VOTING SECURITIES

As of the close of business on February 20, 2001, there were outstanding
168,263,827 shares of the Common Stock of the Company, par value $1.66-2/3 per
share, the only class of voting securities of the Company outstanding. Only
shareholders of record as of the close of business on February 20, 2001, are
entitled to notice of and to vote at the Meeting. Except with respect to the
election of Directors, each such shareholder is entitled to one vote for each
share so held. With respect to the election of Directors, the right of
cumulative voting exists. That right permits each shareholder to multiply the
number of shares the shareholder is entitled to vote by the number of
Directors to be elected in order to determine the number of votes the
shareholder is entitled to cast for nominees, and, then, to cast all or any
number of such votes for one nominee or to distribute them among any two or
more nominees in that class. The proxies solicit discretionary authority to
vote cumulatively.

Set forth below is certain information with respect to the beneficial
ownership of shares of the Common Stock as of February 20, 2001 by certain
persons, including (i) the nominees for Directors, the continuing Directors,
one of whom is the Chief Executive Officer of the Company (hereinafter
sometimes called the "CEO"), and the four other most highly compensated
Executive Officers (as defined under the Securities and Exchange Act of 1934)
of the Company (in addition to the CEO) and (ii) such persons as a Group.

[Download Table]

Shares of Beneficially Owned Common Stock
and Common Stock Equivalents(1)
-------------------------------------------
Name of Beneficially Owned Common Stock
Beneficial Owner Common Stock(2) Equivalents(3) Total(4)
---------------- ------------------ -------------- ---------

Raymond W. LeBoeuf................. 760,374 496 760,870
James G. Berges.................... 1,000 130 1,130
Erroll B. Davis, Jr................ 3,617 7,202 10,819
Michele J. Hooper.................. 4,100 3,333 7,433
Allen J. Krowe..................... 5,991 15,968 21,959
Steven C. Mason.................... 4,500 12,748 17,248
Robert Mehrabian................... 4,500 10,471 14,971
Thomas J. Usher.................... 3,500 2,789 6,289
David G. Vice...................... 9,500 5,818 15,318
David R. Whitwam................... 4,500 12,610 17,110
Frank A. Archinaco................. 367,099 175 367,274
Charles E. Bunch................... 236,666 141 236,807
William H. Hernandez............... 247,608 108 247,716
James C. Diggs..................... 92,124 223 92,347
All of the above as a Group (5).... 1,745,079 72,212 1,817,291

DEFR14A 6th Page of 33 TOC 1st Previous Next ↓Bottom Just 6th
(1) Each of the named owners has sole voting power and sole investment power
as to all the shares beneficially owned by them with the exception of (i)
shares held by certain of them jointly with, or directly by, their
spouses, and (ii) the Common Stock Equivalents shown in the second column
and described more fully below which have no voting power.

(2) Shares of Common Stock considered to be "Beneficially Owned" include both
Common Stock actually owned and shares of Common Stock as to which there
is a right to acquire ownership on, or within sixty days after, February
20, 2001. None of the identified beneficial owners holds more than 1% of
the shares of Common Stock beneficially owned. The Group consisting of
the identified owners and all other Executive Officers holds 1.03% of the
shares of Common Stock beneficially owned. Of the shares shown, 638,301,
302,172, 187,426, 225,324 and 83,783 of the shares of Messrs. LeBoeuf,
Archinaco, Bunch, Hernandez and Diggs, respectively, and 2,500 of the
shares held by each of the other beneficial owners named above as a Group
(other than Mr. Berges) are shares as to which the beneficial owner has
the right to acquire beneficial ownership within sixty days of February
20, 2001, upon the exercise of Options granted under the PPG Industries,
Inc. Stock Plan (sometimes also referred to in this Proxy Statement as
the "Stock Plan").

(3) Certain Directors hold Common Stock Equivalents in their accounts in the
Directors' Common Stock Plan and in their accounts in the Deferred
Compensation Plan for Directors (which plans are described under
"Compensation of Directors" below). Certain Executive Officers hold
Common Stock Equivalents in their accounts in the Company's Deferred
Compensation Plan. Common Stock Equivalents are hypothetical shares of
Common Stock having a value on any given date equal to the value of a
share of Common Stock. Common Stock Equivalents earn dividend equivalents
until the Common Stock Equivalents are paid, but they carry no voting
rights or other rights afforded to a holder of the Common Stock.

(4) This is the sum of the Beneficially Owned Common Stock and the Common
Stock Equivalents as shown in the previous two columns.

(5) The Group consists of fourteen persons: the five Executive Officers of
the Company as of February 20, 2001 (Messrs. LeBoeuf, Archinaco, Bunch,
Hernandez and Diggs), the four nominees for Directors and the five
continuing Directors other than the CEO.

Capital Research and Management Company ("Capital Research"), an investment
adviser with an address at 333 South Hope Street, Los Angeles, California
90071, filed a Schedule 13G with the Securities and Exchange Commission
reporting beneficial ownership of Common Stock of the Company as of December
31, 2000. Capital Research reported that it had sole dispositive power over
9,663,000 shares (approximately 5.7% of the outstanding Common Stock of the
Company as of December 31, 2000), but no voting power over any of those
shares.

DEFR14A 7th Page of 33 TOC 1st Previous Next ↓Bottom Just 7th
ELECTION OF DIRECTORS

Four Directors are to be elected to a class which will serve until 2004 and
until their successors have been elected and qualified, or their earlier
retirement or resignation. It is intended that the shares represented by each
proxy will be voted cumulatively as to each class, in the discretion of the
proxies, for the nominees for Directors set forth below, each of whom is an
incumbent, or for any substitute nominee or nominees designated by the Board
of Directors in the event any nominee or nominees become unavailable for
election. The principal occupations of, and certain other information
regarding, the nominees and the continuing Directors, are set forth below.

------------

Nominees to Serve in the Class Whose Term Expires in the Year 2004

------------

[Photo]
James G. Berges, President, Emerson Electric Co. Mr. Berges, 53,
has been a Director of PPG since October 2000. He has been
President of Emerson Electric Co. since May 1999. Emerson
Electric Co. is a global manufacturer of products, systems and
services for industrial automation, process control, HVAC,
electronics and communications, and appliances and tools. He was
Executive Vice President of Emerson Electric from 1990 until May
1999. He is also a director of Emerson Electric and of MCN
Energy Group, Inc.

[Photo]
Erroll B. Davis, Jr., Chairman of the Board, President and Chief
Executive Officer, Alliant Energy, an electric, gas and water
utility company formed as the result of a merger of WPL
Holdings, Inc., IES Industries Inc. and Interstate Power Co., in
April 1998. Mr. Davis, 56, has been a Director of PPG since
1994. Prior to the merger which formed Alliant Energy, he was
President and Chief Executive Officer of Wisconsin Power and
Light Company and WPL Holdings, Inc. He was President of
Wisconsin Power and Light Company from 1987 until April 1998 and
Chief Executive Officer from 1988 until April 1998. He was
President and Chief Executive Officer of WPL Holdings, Inc., the
parent company of Wisconsin Power and Light Company, from 1990
until April 1998. He is also a director of BP Amoco Corporation
and Alliant Energy.

[Photo]
Allen J. Krowe, Retired Director and Vice Chairman, Texaco Inc.
Mr. Krowe, 68, has been a Director of PPG since 1987. He was
Vice Chairman of Texaco Inc., an international petroleum
company, from 1993, until his retirement in 1997, having served
as Chief Financial Officer from 1988 to 1994. He is also a
director of I.B.J. Whitehall Bank & Trust Company and Navistar
International Corporation.

[Photo]
Robert Mehrabian, Chairman of the Board, President and Chief
Executive Officer, Teledyne Technologies Inc. Dr. Mehrabian, 59,
has been a Director of PPG since 1992. He has been Chairman of
the Board, President and Chief Executive Officer of Teledyne
Technologies Inc., a provider of aerospace, electronic and
communications products, and systems engineering services, since
December 2000. He was President and Chief Executive Officer of
Teledyne Technologies Inc. from its formation (as a spin-off of
Allegheny Teledyne Inc.) in November 1999 until December 2000.
He was Executive Vice President of Allegheny Teledyne Inc., a
manufacturer of specialty metals, aerospace, electronics,
industrial and consumer products, from May 1998 until November
1999. He was Senior Vice President and Segment Executive of
Allegheny Teledyne Inc. from 1997 until May 1998. From 1990
until 1997 he was President of Carnegie Mellon University, an
educational institution. He is also a director of Teledyne
Technologies Inc. and Mellon Financial Corporation.

DEFR14A 8th Page of 33 TOC 1st Previous Next ↓Bottom Just 8th
------------

Continuing Directors--Term Expires in 2002

------------

[Photo]
Michele J. Hooper, Former President and Chief Executive Officer,
Voyager Expanded Learning, Inc. Ms. Hooper, 49, has been a
Director of PPG since 1995. She was President and Chief
Executive Officer of Stadtlander Drug Company, Inc., a provider
of disease-specific pharmaceutical care from June 1998 until
Stadtlander was acquired in January 1999. From 1992 until June
1998 she was President, International Business Group of Caremark
International, Inc., an alternative-site health care provider
which is a subsidiary of Medpartners, Inc. She was also
Corporate Vice President of Caremark International, Inc., from
1993 until June 1998. She is also a director of Target
Corporation.

[Photo]
Raymond W. LeBoeuf, Chairman of the Board and Chief Executive
Officer, PPG Industries, Inc. Mr. LeBoeuf, 54, has been a
Director of PPG since 1995 when he also became President and
Chief Operating Officer of the Company. He served as Executive
Vice President from April 1994 to December 1995, Vice President,
Coatings and Resins from March 1994 to April 1994, and Vice
President, Finance and Chief Financial Officer from 1988 until
March 1994. He is also a director of Praxair, Inc. and ITT
Industries, Inc.

[Photo]
David G. Vice, Retired Vice-Chairman, Products and Technology,
Northern Telecom Limited. Mr. Vice, 67, has been a Director of
PPG since 1988. He was Vice-Chairman, Products and Technology,
of Northern Telecom Limited, a telecommunications systems
company, from 1990 until his retirement in 1992. He is also a
director of Sun Life Assurance Company of Canada and Stackpole
Limited.

------------

Continuing Directors--Term Expires in 2003

------------

[Photo]
Steven C. Mason, Retired Chairman of the Board and Chief
Executive Officer, Mead Corporation. Mr. Mason, 65, has been a
Director of PPG since 1990. He was Chairman of the Board and
Chief Executive Officer of Mead Corporation, a forest products
company, from 1992 until his retirement in 1997. He is also a
director of Convergys Corp. and The Elder-Beerman Stores Corp.

[Photo]
Thomas J. Usher, Chairman of the Board and Chief Executive
Officer, USX Corporation. Mr. Usher, 58, has been a Director of
PPG since 1996. He has been Chairman of the Board and Chief
Executive Officer of USX Corporation, a major producer of energy
and metal products, since 1995. He served as President of the
U.S. Steel Group from 1991 until 1994 and as President and Chief
Operating Officer of USX from 1994 until 1995. He is also a
director of PNC Bank Corp., Transtar, Inc. and Heinz
Corporation.

DEFR14A 9th Page of 33 TOC 1st Previous Next ↓Bottom Just 9th
[Photo]
David R. Whitwam, Chairman of the Board and Chief Executive
Officer, Whirlpool Corporation. Mr. Whitwam, 59, has been a
Director of PPG since 1991. He has been Chairman of the Board
and Chief Executive Officer of Whirlpool Corporation, a
manufacturer and distributor of household appliances and related
products, since 1987.

Committees of the Board

The Board of Directors has appointed several standing committees, including
an Audit Committee, a Nominating and Governance Committee, an Officers-
Directors Compensation Committee and an Investment Committee. During 2000, the
Board held nine meetings, while the Audit Committee held three meetings, the
Nominating and Governance Committee four meetings, the Officers-Directors
Compensation Committee five meetings and the Investment Committee two
meetings. The average attendance at meetings of the Board and Committees of
the Board during 2000 was over 97%, and each Director attended at least 88% of
the total number of meetings of the Board and Committees of the Board on which
such Director served. Descriptions of the Audit, Nominating and Governance,
Officers-Directors Compensation and Investment Committees are set forth below.
None of the members of those Committees is a past or present employee or
officer of the Company.

Audit Committee--The functions of the Audit Committee are primarily to
review with the independent public accountants and the Company's officers and
internal auditors their respective reports and recommendations concerning
audit findings and the scopes of and plans for their future audit programs and
to review audits, annual financial statements, accounting and financial
controls. The Audit Committee also recommends to the Board of Directors the
independent public accountants. The Audit Committee is composed of five
independent directors. The members of the Audit Committee are James G. Berges,
Erroll B. Davis, Jr., Michele J. Hooper, Steven C. Mason (Chair) and Robert
Mehrabian.

Audit Committee Report to Shareholders--The Audit Committee of the Board of
Directors has oversight responsibility for the Company's financial reporting
process and the quality of its financial reporting. The Audit Committee
operates under a written Audit Committee Charter adopted by the Board of
Directors, which is included in this proxy statement as Exhibit A. In
connection with the December 31, 2000 financial statements, the Audit
Committee:

1) Reviewed and discussed the audited financial statements with management,

2) Discussed with the auditors from the Company's independent accountants,
Deloitte & Touche LLP, the matters required by Statement on Auditing
Standards No. 61 (Communications with Audit Committees) and

3) Received the written independence disclosures from Deloitte & Touche
LLP required by Independence Standards Board Standard No. 1, and has
discussed with Deloitte & Touche LLP their independence.

Based upon these reviews and discussions, the Audit Committee recommended to
the Board of Directors that the audited financial statements be included in
the Company's Annual Report on Form 10-K for the year ended December 31, 2000
for filing with the Securities and Exchange Commission.

The Audit Committee:

James G. Berges
Erroll B. Davis, Jr.
Michele J. Hooper
Steven C. Mason
Robert Mehrabian

DEFR14A 10th Page of 33 TOC 1st Previous Next ↓Bottom Just 10th
Nominating and Governance Committee--The Nominating and Governance Committee
recommends to the Board of Directors the persons to be nominated by the Board
to stand for election as Directors at each Annual Meeting of Shareholders, the
person or persons to be elected by the Board to fill any vacancy or vacancies
in its number, the persons to be elected by the Board to be Chairman of the
Board, Vice Chairman of the Board, if any, President, and the Executive
Officers of the Company, actions to be taken regarding the structure,
organization and functioning of the Board, and the persons to serve as members
of the standing committees of, and certain committees appointed by the Board.
The Nominating and Governance Committee also annually reports to the Board the
Committee's assessment of the performance of the Board as a whole. The members
of the Nominating and Governance Committee are James G. Berges, Michele J.
Hooper, Allen J. Krowe (Chair), David G. Vice and David R. Whitwam.

The Company's bylaws provide that nominations for persons to stand for
election as Directors may be made by holders of record of Common Stock
entitled to vote in the election of the Directors to be elected, provided that
a nomination may be made by a shareholder at a meeting of shareholders only if
written notice of such nomination is received by the Secretary of the Company
not later than (i) with respect to an election to be held at an Annual Meeting
of Shareholders, held on the third Thursday in April, ninety days prior to
such Annual Meeting and (ii) with respect to an election to be held at an
Annual Meeting of Shareholders held on a date other than the third Thursday in
April or an election to be held at a special meeting of shareholders, the
close of business on the tenth day following the date on which notice of such
meeting is first given to shareholders. Each notice of nomination from a
shareholder must set forth: (a) the name and address of the shareholder who
intends to make the nomination and of the person or persons to be nominated;
(b) a representation that the shareholder is a holder of record of stock of
the Company entitled to vote at such meeting and intends to be present at the
meeting in person or by proxy to nominate the person or persons specified in
the notice; (c) a description of all arrangements or understandings between
the shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder; (d) such other information regarding each nominee
proposed by such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated by the Board of Directors; and (e)
the written consent of each nominee, signed by such nominee, to serve as a
director of the Company if so elected.

Officers-Directors Compensation Committee--The Officers-Directors
Compensation Committee (in the Compensation Committee Report and in
discussions concerning the proposed adoption of the Executive Officers' Annual
Incentive Compensation Plan and the Executive Officers' Total Shareholder
Return Plan below sometimes referred to as the "Committee") approves, adopts,
administers, interprets, amends, suspends and terminates the compensation
plans of the Company applicable to, and fixes the compensation and benefits
of, all officers of the Company serving as Directors of the Company (currently
only Raymond W. LeBoeuf) and all Executive Officers of the Company. The
members of the Officers-Directors Compensation Committee are Steven C. Mason,
Robert Mehrabian, Thomas J. Usher and David R. Whitwam (Chair).

Investment Committee--The Investment Committee reviews the investment
policies of the Company concerning its pension plans and certain benefit plans
and the asset investment policies of the PPG Industries Foundation. The
Committee also reviews (i) the selection of providers of services to such
pension and benefit plans of the Company and to the Foundation, (ii) the
allocations of assets among classes and the performance of the investments of
such pension and benefit plans and the Foundation, and (iii) the actuarial
assumptions concerning and the funding levels of the Company's pension plans.
The members of the Investment Committee are Erroll B. Davis, Jr. (Chair),
Allen J. Krowe, Thomas J. Usher and David G. Vice.

Compensation of Directors

Directors who are not also Officers receive a basic annual retainer of
$30,000 and a fee of $1,000 for each Board or Committee meeting they attend.
In addition, the members of the Audit Committee receive an annual retainer of
$4,000 while the members of the Nominating and Governance, Officers-Directors
Compensation and Investment Committees receive an annual retainer of $3,000
for each Committee. The Chair of each Committee receives an additional $1,000
annually. Any Director who is also an Officer receives no compensation as a

DEFR14A 11th Page of 33 TOC 1st Previous Next ↓Bottom Just 11th
Director. In addition, under the PPG Stock Plan, each Director was granted on
February 16, 2000, a Nonqualified Option to purchase 2,500 shares of Common
Stock at an exercise price of $52.813 per share. The Options are exercisable
one year after the date of grant, provided that the recipient is an active
Director on such date.

Under the Company's Deferred Compensation Plan for Directors, each Director
must defer receipt of such compensation as the Board mandates. Currently, the
Board mandates deferral of one-third of each payment of the basic annual
retainer of each Director. Each Director may also elect to defer the receipt
of (i) an additional one-third of each payment of the basic annual retainer,
(ii) all of the basic annual retainer or (iii) all compensation. All deferred
payments are held in the form of Common Stock Equivalents and earn dividend
equivalents until paid. Payments will be made in the Common Stock of the
Company (and cash as to any fractional Common Stock Equivalents).

Under the Directors' Common Stock Plan, each Director who neither is nor was
an employee of the Company and who serves on the Board of Directors as of the
day following each Annual Meeting of Shareholders is credited with Common
Stock Equivalents worth one-half of the Director's basic annual retainer. The
Common Stock Equivalents held in each Director's account earn dividend
equivalents until paid. Upon termination of service, the Common Stock
Equivalents held in a Director's account will be paid in Common Stock (and
cash as to any fractional Common Stock Equivalents).

Common Stock Equivalents under both the Deferred Compensation Plan for
Directors and the Directors' Common Stock Plan are hypothetical shares of
Common Stock having a value on any given date equal to the value of a share of
Common Stock. Common Stock Equivalents carry no voting rights or other rights
afforded to a holder of Common Stock.

As part of its overall program to promote charitable giving, the Company has
established a Directors' charitable award program funded by insurance policies
on the lives of Directors. Each of the Company's Directors participates in the
program. Upon the death of an individual Director, the Company will donate an
amount up to and including a total of $1 million to one or more qualifying
charitable organizations designated by such Director and approved by the
Company. The Company will subsequently be reimbursed from the proceeds of the
life insurance policies. Individual Directors derive no financial benefit from
this program since all charitable deductions accrue solely to the Company.

Other Transactions

PPG and its subsidiaries purchase products and services from and/or sell
products and services to companies of which certain of the Directors of PPG
are executive officers or were executive officers during 2000. PPG does not
consider the amounts involved in such transactions material. Such purchases
from and sales to each company involved less than 1% of the consolidated gross
revenues for 2000 of the purchaser and seller and all of such transactions
were in the ordinary course of business. Some of such transactions are
continuing, and it is anticipated that similar transactions will recur from
time to time.

DEFR14A 12th Page of 33 TOC 1st Previous Next ↓Bottom Just 12th
COMPENSATION OF EXECUTIVE OFFICERS

Compensation Committee Report on Executive Compensation

The Officers-Directors Compensation Committee of the Board of Directors is
responsible for determining and administering the policies which govern the
executive compensation programs of the Company. The Committee, which consists
entirely of independent outside Directors, met five times in 2000 to establish
Company performance goals, base salary pay levels and target annual bonus
awards, to approve annual bonus payments and to establish and approve long-
term incentives for the CEO and the other four executives named in the
compensation table on p. 12 (collectively, the "Named Executives") and certain
other Officers of the Company.

Philosophy

The philosophy of the Committee is that the interests of the Company and its
shareholders require attracting and retaining the best possible executive
talent, motivating executives to achieve goals which support business
strategies and linking executive and shareholder interests. The Committee
believes this is generally best accomplished by compensating the CEO and other
Executive Officers (referred to collectively in this Proxy Statement as the
"Executives") competitively while having a significant portion of their total
compensation variable and related to the performance of the Company against
established goals and to their overall personal performance in directing the
enterprise. The Committee also utilizes equity-based plans for a portion of
compensation to link executive and shareholder interests.

Annual Compensation Programs

The levels of base salary and target annual bonuses for the Executives,
including Named Executives, are established annually under a program intended
to maintain parity with the market for similar positions. Total annual
compensation is targeted at the median of the market value for each position
based on data available from several independent market surveys. The Committee
believes that the most direct competitors for executive talent are not
necessarily the companies that are included in the Dow Jones Industrial
Diversified Index or Standard and Poor's Basic Materials Index. Thus, the
companies compared for annual compensation purposes and the companies compared
for long-term compensation purposes are not the same as the companies included
in the index used in the Comparison of Five-Year Cumulative Total Shareholder
Return graph on page 23.

The Executives' base salaries are maintained below the median of the market
surveys of comparison data. Annual bonus awards under the Company's Incentive
Compensation Plan are then targeted at a level that, when combined with base
salaries, approximates the median base salary and annual bonus paid by
companies represented in the salary data. Competitive total compensation is
achieved when target performance is met but with a larger percent of pay at
risk than is the case in the comparison companies.

Total annual compensation should exceed the median of the comparison data
when Company financial performance exceeds targets established by the
Committee and individual performance contributes to meeting strategic
objectives of the Company. Total annual compensation should be below the
median of the comparison data when Company financial performance does not meet
targets and/or individual performance does not have a positive effect on
strategic objectives.

The financial performance targets established by the Committee are based on
earnings growth, Return on Capital (ROC) and Return on Equity (ROE). On a
limited basis, the Committee may decide not to include some one-time
accounting adjustments in determining whether the financial performance
targets are met. Bonus awards are calculated using these financial targets and
an assessment of personal performance related to achievement of strategic
objectives of the Company. The personal performance rating of the CEO is
determined by the Committee and the other Executives are rated by the CEO.

Final awards are subject to the discretion of the Committee as permitted in
the Incentive Compensation Plan approved by the shareholders. If minimum
thresholds of earnings growth, ROC and ROE are not achieved, no

DEFR14A 13th Page of 33 TOC 1st Previous Next ↓Bottom Just 13th
awards are granted by the Committee. The Committee has traditionally
determined that 20% of the annual bonus award be paid in Common Stock of the
Company to build ownership levels and to align the interests of the Executives
more closely with those of the shareholders.

Long-Term Incentive Programs

The Committee has established long-term incentive programs that motivate key
employees to invest in the stock of the Company and to cause the Company to
grow and profit, provide compensation levels competitive with opportunities
available elsewhere in industry and encourage key employees to continue in the
employ of the Company.

Long-term incentives for the Named Executives are currently provided under
the PPG Industries, Inc. Stock Plan (the "Stock Plan") and the Total
Shareholder Return Plan for Key Employees (the "TSR Plan"). These programs, in
combination, provide compensation opportunities competitive with long-term
incentive compensation opportunities for large companies identified by
independent compensation consulting firms as potential competitors for
executive talent.

The Stock Plan has been approved by shareholders and provides for the
granting of stock options to selected employees. The number of stock options
granted to Named Executives is determined so that an estimate of potential
value of the options and payments under the TSR Plan, when combined with
annual compensation discussed above, will approximate the median total annual
and long-term compensation paid to executives in the comparison companies. The
number of option shares granted is not determined by past Company performance
and is not dependent on the number granted in the past or the number presently
held. The options are performance related since the value of the option is
ultimately determined by the future performance of the Company as reflected by
stock price.

Also, as shown in the Option/SAR Grants in Last Fiscal Year table and
related footnotes on page 13, the Named Executives exercised existing options
in a manner entitling them to receive Restored Options under the Restored
Option provisions of the Stock Plan. The Restored Option provisions encourage
Optionees to exercise options earlier during the option term, thereby building
stock ownership to better align their interests with the interests of
shareholders.

The TSR Plan provides long-term incentive for Named Executives to generate
high shareholder return in relation to the S&P 500 Companies. Contingent share
grants are made at the beginning of three-year plan periods and are paid at
the end of a period if the Company achieves target performance. Payments are
performance based because payments at the end of the period will be zero if
minimum performance is not achieved and may exceed the original contingent
share grant if shareholder return vs. the S&P 500 Companies is above target.
Please see the table on page 14 for contingent grants to Named Executives and
additional plan detail.

CEO Compensation

Mr. LeBoeuf's base salary in 2000 increased by 5.0% over the amount he
received in 1999. This change is consistent with the competitive base
compensation appropriate to his position as determined according to the
competitive salary program described above. Consistent with the Company's
philosophy, the fixed salary portion of Mr. LeBoeuf's compensation is below
the median base salary paid by the comparison companies. His annual bonus for
2000 was determined 80% on performance of the Company against financial goals
and 20% on personal performance against non-financial goals related to
strategic objectives of the Company. The Committee rated Mr. LeBoeuf's 2000
performance toward achieving strategic objectives related to growth
initiatives, strategic planning, capital allocation, responsiveness to PPG's
shareholders and the general management of corporate issues as meeting
requirements. However, the financial performance of the Company in 2000 did
not meet requirements for target compensation. Mr. LeBoeuf's 2000 annual
bonus, therefore, was below the established target level.

Mr. LeBoeuf was granted 130,000 option shares at Fair Market Value on the
date of grant. This grant is consistent with the Committee's philosophy that
the estimated value of this program combined with targeted

DEFR14A 14th Page of 33 TOC 1st Previous Next ↓Bottom Just 14th
annual compensation will be competitive with total annual and long-term
compensation provided by companies that are potential competitors for
executive talent.

Other Named Executives' Compensation

The accompanying compensation tables also list four Executives other than
Mr. LeBoeuf ("Other Named Executives"). The Other Named Executives' base
salaries were increased over 1999 base salaries consistent with our base pay
practice discussed above. The increases in base salary over 1999 for Messrs.
Archinaco, Bunch, Hernandez and Diggs are in line with competitive market
movement for their positions. Current base salary levels are below the median
base salary position of the comparison companies. The Other Named Executives'
annual bonus awards were based on Company financial performance measures and
non-financial measures directly related to their corporate objectives.

The size of the stock option grants to Other Named Executives is consistent
with the philosophy above and represents a level of long-term incentive that
is competitive with the median provided by comparison companies for
individuals with similar levels of responsibility. The Other Named Executives
also received Restored Options as stated in the Option/SAR Grants in Last
Fiscal Year table and related footnotes on page 13.

Deductibility of Compensation

Gains realized from exercising options under the long-term incentive Stock
Plan are exempt from the deductibility limitations under Section 162(m) of the
Internal Revenue Code. Compensation paid from the annual bonus plan does not
qualify for exemption from deductibility limits under Section 162(m). The
Committee believes the annual bonus program must be sufficiently flexible to
allow the Committee to adjust awards appropriately for the effect of unusual
events such as acquisitions, divestitures and other major corporate,
accounting or legal changes impacting on financial performance. There are
proposals in this Proxy Statement to replace the current Incentive
Compensation Plan with a new annual incentive compensation plan and to replace
the current TSR Plan with a new long-term incentive compensation plan so that
future income paid through the plans would be exempt from the deductibility
limits of Section 162(m) of the Internal Revenue Code. Nonetheless, all
taxable income for 2000 of the CEO and Other Named Executives qualified under
Section 162(m) as deductible by the Company. The Committee believes the
ability to exercise discretion in determining total compensation is in the
best interests of the Company and its shareholders.

Summary

Through the programs and actions of the Committee described above, a very
significant portion of the Company's executive compensation is linked directly
to Company performance and returns to shareholders. The Officers-Directors
Compensation Committee intends to continue this policy.

The Officers-Directors Compensation Committee:

Steven C. Mason
Robert Mehrabian
Thomas J. Usher
David R. Whitwam

DEFR14A 15th Page of 33 TOC 1st Previous Next ↓Bottom Just 15th
Summary of Named Executives' Compensation

There is shown below information concerning the annual and long-term
compensation for services in all capacities to the Company for the fiscal
years ended December 31, 2000, 1999 and 1998, of those persons who (i) served
as the Chief Executive Officer of the Company at any time during 2000 and (ii)
the other four most highly compensated Executive Officers of the Company at
December 31, 2000.

SUMMARY COMPENSATION TABLE

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Annual Compensation Long-Term Compensation Awards
------------------------------ -------------------------------
Other Securities
Annual Underlying
Name and Salary Bonus Compensation Options/SARs All Other
Principal Position Year ($) ($)(1) ($) (#) Compensation($)(2)
------------------ ---- ------- --------- ------------ ------------ ------------------

R. W. LeBoeuf 2000 840,000 850,000 9,703 130,000 97,090
Chairman and Chief 1999 800,000 900,000 9,496 221,629 104,550
Executive Officer 1998 685,000 1,050,000 10,514 187,446 58,620

F. A. Archinaco 2000 470,000 400,000 7,419 98,364 37,874
Executive Vice
President 1999 450,000 350,000 5,924 98,775 43,650
1998 400,000 380,000 4,886 151,756 32,477

C. E. Bunch 2000 385,000 370,000 4,622 62,777 28,012
Executive Vice
President 1999 315,000 240,000 3,214 53,211 27,872
1998 290,000 240,000 4,859 103,188 22,889

W. H. Hernandez 2000 360,000 240,000 876 56,317 24,302
Sr. Vice President,
Finance 1999 350,000 240,000 1,672 58,504 28,753
1998 325,000 250,000 1,245 44,027 19,983

J. C. Diggs 2000 305,000 240,000 18,616 25,000 21,951
Sr. Vice President and 1999 290,000 200,000 1,728 27,451 25,501
General Counsel 1998 272,500 220,000 1,327 23,895 16,880

--------
(1) Cash and market value of Common Stock awarded.

(2) The following are included in the amounts shown under All Other
Compensation for 2000: Company contributions for Messrs. LeBoeuf,
Archinaco, Bunch, Hernandez and Diggs, respectively, were $7,438, $7,438,
$7,438, $7,438 and $7,438, under the Company's Employee's Savings Plan and
under the Company's Benefit Account Plan for each of the Named Executives
were $300. The value of premiums paid with respect to term life insurance
for the benefit of Messrs. LeBoeuf, Archinaco, Bunch, Hernandez and Diggs,
respectively, was $946, $971, $444, $361 and $313. The amount shown for
Mr. LeBoeuf includes $11,123, and for Mr. Archinaco includes $2,225, which
are the portions of interest earned on certain deferred compensation above
120% of the applicable federal rate. The amounts shown for Messrs.
LeBoeuf, Archinaco, Bunch, Hernandez and Diggs include $29,284, $13,341,
$9,430, $8,204 and $5,900, respectively, in Company contributions under
the Company's Deferred Compensation Plan in lieu of Company contributions
which could not be made under the Savings Plan because of the Internal
Revenue Code and Regulations. The figure also includes for Messrs.
LeBoeuf, Archinaco, Bunch, Hernandez and Diggs, respectively, $48,000,
$13,600, $10,400, $8,000 and $8,000 for dividends accrued but not paid
under the TSR Plan.

DEFR14A 16th Page of 33 TOC 1st Previous Next ↓Bottom Just 16th
Option Grants

Shown below is further information on grants of Options under the Company's
Stock Plan during fiscal year 2000 to the Named Executives. All of the Options
granted in 2000 were Nonqualified Options, as are all outstanding Options. No
Stock Appreciation Rights were granted in 2000 and none are outstanding.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

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Potential Realizable Value at Assumed
Annual Rates of Stock Price
Individual Grants Appreciation for Option Term(/2/)
------------------------------------------------- ---------------------------------------
Percent of
Number of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted(#)(/1/) Fiscal 2000 ($/Share) Date 0%($)(/3/) 5%($) 10%($)
---- --------------- ------------ --------- ---------- ---------- ------------- --------------

R. W. LeBoeuf........... 130,000 6.35 52.813 2/15/2010 0 4,318,210 10,941,710
F. A. Archinaco......... 55,000 2.68 52.813 2/15/2010 0 1,826,935 4,629,185
43,364 2.12 56.625 2/16/2009 0 1,353,607 3,334,475
------- ------------- --------------
98,364 3,180,542 7,963,660
C. E. Bunch............. 35,000 1.71 52.813 2/15/2010 0 1,162,595 2,945,845
27,777 1.36 55.188 2/16/2009 0 845,032 2,081,664
------- ------------- --------------
62,777 2,007,627 5,027,509
W. H. Hernandez......... 40,000 1.95 52.813 2/15/2010 0 1,328,680 3,366,680
1,505 .07 46.563 2/14/2005 0 19,365 42,783
14,812 .72 46.563 2/15/2004 0 148,668 320,043
------- ------------- --------------
56,317 1,496,713 3,729,506
J. C. Diggs............. 25,000 1.22 52.813 2/15/2010 0 830,425 2,104,175
All Shareholders(/4/)... 0 5,587,764,000 14,158,573,000
Named Executive
Officers' Gain as % of
All Shareholders' Gain. 0% .212% .210%

--------
(1) All Options were granted at Fair Market Value (the closing price for the
Company's Common Stock as reported on the New York Stock Exchange-
Composite Transactions) on the date of grant. Five of the Options shown
were granted on February 16, 2000, at an Exercise Price of $52.813 and
become exercisable one year after the date of grant. The other Options
shown on the table were granted to certain of the Named Executives under
the Restored Option provisions of the Stock Plan that were approved by the
shareholders. Under the Restored Option provisions, which apply to all
Nonqualified Options outstanding on December 1, 1992, or granted
thereafter, an Optionee who surrenders (or certifies ownership of) shares
of Common Stock in payment of the Option Price of an Option is granted a
new Nonqualified Option (a "Restored Option") covering the number of
shares equal to the number of shares surrendered (or certified as to
ownership) and surrendered or withheld to satisfy tax obligations.
Restored Options have the same expiration date as the original Option, the
exercise of which generated the Restored Option, an Exercise Price equal
to the Fair Market Value of the Common Stock on the date of grant of the
Restored Option and become exercisable six months after the date of grant.

(2) The dollar amounts under these columns are the result of calculations at
0%, and at the 5% and 10% rates set by the Securities and Exchange
Commission and, therefore, are not intended to forecast possible future
appreciation, if any, of PPG's Common Stock price. PPG did not use an
alternative formula for a grant date valuation, as the Company is not
aware of any formula which will determine with reasonable accuracy a
present value based on future unknown or volatile factors.

(3) No gain to the Optionees is possible without an increase in stock price. A
0% gain in stock price will result in zero gain for the Optionee.

(4) Based on approximately 168,223,000 issued shares (other than Treasury
shares), these amounts are the total increase in shareholder value using
the 0%, 5%, and 10% assumed annual appreciation rates and the price and
terms of the February 16, 2000 grant.

DEFR14A 17th Page of 33 TOC 1st Previous Next ↓Bottom Just 17th
Option Exercises and Fiscal Year-End Values

Shown below is information with respect to exercises during 2000 of Options
granted under the Stock Plan and information with respect to unexercised
Options granted in 2000 and prior years under the Stock Plan.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
VALUES

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Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/SARs
Options/SARs at at December 31,
December 31, 2000(#) 2000($)(1)
------------------------- -------------------------
Shares
Acquired on Value
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------

R. W. LeBoeuf........... 0 0 508,301 130,000 0 0
F. A. Archinaco......... 45,000 202,500 247,172 55,000 0 0
C. E. Bunch............. 28,500 87,296 152,426 35,000 0 0
W. H. Hernandez......... 17,652 135,980 185,324 40,000 0 0
J. C. Diggs............. 0 0 58,783 25,000 0 0

--------
(1) Based on the closing price on the New York Stock Exchange-Composite
Transactions of the Company's Common Stock on December 31, 2000 (last
trading day of fiscal year), which was $46.3125 per share.

Long-Term Incentive Plan Awards

During 2000, the Officers-Directors Compensation Committee made contingent
grants of PPG Common Stock to the Named Executive under the TSR Plan. Under
the TSR Plan, contingent share grants are made for three year plan periods and
paid out at the end of the period if the Company achieves target performance.
Performance is measured by determining where the total shareholder return of
PPG Common Stock (stock price plus accumulated dividends) ranks among the
total shareholder return for each of the companies in the Standard & Poor's
500 Stock Index. If target performance is met at the end of the award period,
payments will equal the original contingent share grant. Payments at the end
of the period will be zero if threshold performance is not achieved and may
exceed the original contingent grant if PPG total shareholder return is above
target performance. Contingent share awards earn dividend equivalents during
the award period which are credited in the form of stock equivalents under the
PPG Deferred Compensation Plan. Any payments made at the end of the award
period under the TSR Plan may be in the form of stock, cash (based on the
market value of the number of contingent shares paid in the form of cash) or a
combination of both, and may be deferred into the PPG Deferred Compensation
Plan. Mr. Bunch received this grant in order to reflect his promotion to
executive vice president during 2000.

LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR

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Estimated Future Payouts
Under Non-Stock Price-Based Plans
-------------------------------------------------------
Number of Performances or
Shares, Units Other Period Until
or Other Maturation or Minimum Threshold Target Maximum
Name Rights(#) Payout (# of shares) (# of shares) (# of shares) (# of shares)
---- ------------- ------------------ ------------- ------------- ------------- -------------

C. E. Bunch............. 2,000 1/1/99-12/31/2001 0 800 2,000 4,400

Retirement Plans

The Company's qualified retirement plan for salaried employees and
nonqualified retirement plan provide benefits after retirement. The annual
benefits payable upon retirement under those plans to persons in hypothetical
five-year average annual covered compensation and credited years-of-service
classifications (assuming retirement as of January 1, 2001, and date of birth
in 1935) are estimated in the following table.

DEFR14A 18th Page of 33 TOC 1st Previous Next ↓Bottom Just 18th
Pension Plan Table

[Enlarge/Download Table]

Base and
Incentive
5-Year Avg.
Total
Compensation Credited Years-of-Service
------------ -------------------------------------------------------------------------
15 20 25 30 35
-------- -------- -------- -------- ----------

$ 300,000 $ 64,830 $ 86,548 $108,267 $129,985 $ 151,704
500,000 112,590 150,308 188,027 225,745 263,464
750,000 172,290 230,008 287,727 345,445 403,164
1,000,000 231,990 309,708 387,427 465,145 542,864
1,300,000 303,630 405,348 507,067 608,785 710,504
1,600,000 375,270 500,988 626,707 752,425 878,144
1,900,000 446,910 596,628 746,347 896,065 1,045,784

The compensation covered by the Company's qualified retirement plan for
salaried employees, which is compulsory and noncontributory, is the salary of
a participant as limited by applicable Internal Revenue Service ("IRS")
regulations. The compensation covered by the Company's nonqualified retirement
plan, which is available only to those employees who participate in the
qualified retirement plan for salaried employees and in the Company's
Incentive Compensation Plan or Management Award Plan, is the compensation paid
under the latter two plans, which for the Named Executives in the Summary
Compensation Table on page 12 is shown in the "Bonus" column under "Annual
Compensation." Additional benefits may be paid to certain participants under
the Company's nonqualified retirement plan equal to any benefit which cannot
be paid under the Company's qualified retirement plan for salaried employees
because of the restrictions of any applicable IRS regulations. The benefit
payable under the Company's qualified retirement plan for salaried employees
is a function of a participant's highest consecutive five-year average annual
covered compensation during the ten years immediately prior to retirement and
credited years-of-service while a plan participant. The benefit payable under
the Company's nonqualified retirement plan is a function of the participant's
five-year average annual covered compensation for the highest five years out
of the final ten years immediately prior to retirement and credited years-of-
service. The highest five-year average annual covered compensation under both
plans through 2000 for Messrs. LeBoeuf, Archinaco, Bunch, Hernandez and Diggs
is $1,439,167, $728,167, $510,337, $582,337 and $390,173, respectively. The
annual benefits payable under the plans as shown in the table above are
estimated on the basis of a straight life annuity notwithstanding the
availability of a joint and survivor annuity or lump sum benefit and are not
subject to reduction for social security benefits. For purposes of the plans,
Mr. LeBoeuf has twenty years of service, Mr. Archinaco thirty-five and one-
half years, Mr. Bunch twenty-one and one-half years, Mr. Hernandez ten years
and Mr. Diggs four years.

Change In Control Arrangements

The Company has entered into arrangements with certain key executives,
including the Named Executives, providing for the continued employment of such
executives for a period of up to three years following a change in control of
the Company. The arrangements contemplate that during such three-year period,
such executives would continue to be employed in capacities, and compensated
on a basis, commensurate with their capacities and compensation before the
change in control occurred. The arrangements contemplate, further, that in the
event the executive's employment is terminated (a) for any reason by the
executive during a thirty day window period beginning one year after a change
in control, (b) at any time during the three years following a change in
control by the executive because either he has not been employed in a
commensurate capacity or he has not been commensurately compensated or (c) by
the Company at any time during the three years following a change in control
other than for cause, the executive would be entitled to receive, subject to
certain conditions, a payment. This payment would basically be the salary and
the awards under the Incentive Compensation Plan that the Executive would have
received for (i) the next two years (or until the executive's retirement date
if earlier) if the termination was under situation (a) above or (ii) for three
years (or until the executive's retirement date if earlier) if the termination
was under situations (b) or (c) above.

DEFR14A 19th Page of 33 TOC 1st Previous Next ↓Bottom Just 19th
BOARD PROPOSALS TO PRESERVE TAX DEDUCTIBILITY

Under the Omnibus Budget Reconciliation Act of 1993, The Internal Revenue
Code of 1986 (the "Code") was amended to limit to $1 million the allowable
deduction for compensation paid by a publicly held company to the Chief
Executive Officer and to each of the other four most highly compensated
executive officers. This limitation, however, does not apply to performance-
based compensation that is tied to objective performance standards which have
been established by a compensation committee of the Board consisting solely of
outside directors and the material terms of which have been approved by the
shareholders. Based on the Company's review of the Code and interpretation of
the related regulations, the Board of Directors is proposing to adopt the
Executive Officers' Annual Incentive Compensation Plan and the Executive
Officers' Total Shareholder Return Plan in order to allow compensation paid
thereunder to be deductible.

PROPOSAL No. 1--APPROVE EXECUTIVE OFFICERS' ANNUAL INCENTIVE COMPENSATION PLAN

Establishment of Performance-Based Annual Incentive Compensation Plan Intended
to Preserve Tax Deductibility Under Section 162(m) of the Internal Revenue
Code

The Board unanimously recommends that the shareholders approve the PPG
Industries, Inc. Executive Officers' Annual Incentive Compensation Plan (the
"Annual Plan") to establish a performance-based plan for executive officers
that provides annual incentive opportunities linked directly to specific
performance measures and is intended to preserve the tax deductibility of
PPG's compensation expenses.

Eligibility. The Annual Plan would apply to the Chief Executive Officer and
each of the other four most highly compensated executive officers as defined
by Section 162(m) of the Code (the "Covered Employees").

Purpose. The Board intends that payments under the Annual Plan will qualify
as performance-based compensation within the meaning of Section 162(m) of the
Code. The Annual Plan has been designed by the Officers-Directors Compensation
Committee (the "Committee") to meet these criteria. Adoption of the Annual
Plan would mean that the Covered Employees would be covered by the Annual Plan
in lieu of the existing PPG Industries, Inc. Incentive Compensation and
Deferred Income Plan for Key Employees (the "Existing Annual Plan"), which
would continue to cover other eligible employees.

Awards under the Annual Plan. The Annual Plan would establish a performance
goal prohibiting the payment of any annual bonuses to the Covered Employees
unless there are positive "Consolidated Earnings" (as defined below) for the
year for which the bonuses are paid. The maximum amount that may be credited
to the fund (the "Annual Pool") from which bonuses are paid to the Covered
Employees is 1.0% of Consolidated Earnings. The maximum annual bonus that may
be payable to an individual who is Chief Executive Officer would be limited to
30% of the Annual Pool for such year. The maximum annual bonus that may be
payable to the next two most highly compensated of the other Covered Employees
would be limited to 20% of the Annual Pool for such year. The maximum annual
bonus that may be payable to each of the other Covered Employees would be
limited to 15% of the Annual Pool for such year.

Under the Annual Plan, the Committee does not have discretion to increase
any award beyond the above maximums. The Committee reserves the right to
exercise negative discretion to reduce the amount of, or to eliminate, an
award that would otherwise be payable. The Committee would exercise this
discretion within the above maximums in determining the amount of individual
awards, and may utilize performance factors similar to those discussed on p. 9
under "Annual Compensation Programs" in the "Compensation Committee Report on
Executive Compensation," subjective criteria or other criteria as the
Committee deems appropriate in doing so.

As proposed, "Consolidated Earnings" would mean income from continuing
operations of the Company and its consolidated subsidiaries before deduction
of income taxes and minority interest, as shown on the audited annual
statement of income of the Company, reduced by the pre-tax amount of non-
recurring gains and increased by the pre-tax amount of non-recurring charges.
As such, income from continuing operations will exclude the effects of
extraordinary items, gain or loss on the disposal of a business segment, and
the cumulative effects of changes in accounting principles, net of related tax
effects, as determined in accordance with generally accepted accounting
principles.

DEFR14A 20th Page of 33 TOC 1st Previous Next ↓Bottom Just 20th
The following chart shows: (1) the maximum amount available for each Covered
Employee as an award under the Annual Plan, if it had been in effect in 2000;
(2) the amount of the award that each Covered Employee would have received
under the Annual Plan (after the exercise of the Committee's negative
discretion, if applicable), if the Annual Plan had been in effect in 2000; and
(3) the actual award paid in 2000 under the Existing Annual Plan. The chart
does not include non-executive directors or non-executive employees as they
are not covered by the Annual Plan.

[Download Table]

Estimated Award Actual Award
Max. Award Under After Negative Paid Under
Annual Plan Discretion Existing Annual Plan
Covered Employee(1) ($) ($) ($)
------------------- ---------------- --------------- --------------------

Chief Executive
Officer............... 3,051,000 850,000 850,000

Second Most Highly
Compensated Covered
Employee.............. 2,034,000 400,000 400,000

Third Most Highly
Compensated Covered
Employee.............. 2,034,000 370,000 370,000

Other Covered Employee. 1,525,500 240,000 240,000

All Executive Officers
as a Group............ 10,170,000 2,100,000 2,100,000

------
(1) As of December 31, 2000, the Covered Employees were as follows: The CEO
was R. W. LeBoeuf, Chairman and Chief Executive Officer; the next two
most highly compensated Covered Employees were F. A. Archinaco, Executive
Vice President, and C. E. Bunch, Executive Vice President; and the other
Covered Employees were W. H. Hernandez, Sr. Vice President, Finance, and
J. C. Diggs, Sr. Vice President and General Counsel.

Form and Payment of Awards. All awards may be paid in cash, PPG Common
Stock, or a combination of both. Awards under the Existing Annual Plan have
usually been paid 80% in cash and 20% in stock. The Board has authorized the
issuance of up to 100,000 shares of stock each year, if necessary, for any
awards that may be paid in the form of stock.

Administration. The Annual Plan is administered by the Committee, which is
composed of independent directors who are not eligible to participate in the
Annual Plan.

Amendment. The Board of Directors may amend or terminate the Annual Plan at
any time. However, no amendment shall (1) expand the class of eligible
employees, (2) increase either the funding of the Annual Pool or the maximum
award to an individual Covered Employee, or (3) change the definition of
Consolidated Earnings, without the consent of the Company's shareholders.

Accelerated Payment. The Annual Plan provides that payment of awards will be
accelerated under certain circumstances, including the purchase of shares
pursuant to a tender offer (other than an offer by the Company) for the Common
Stock, a merger in which the Company will not survive as an independent
publicly-owned corporation, or other similar events (a "Change of Control").
In the event such Change of Control occurs or is reasonably threatened in the
first six months of an award year, the Covered Employee would receive 50% of
the maximum award that would have been achieved (as reduced by the Committee's
negative discretion, if applicable) based on the Consolidated Earnings for the
12 months prior to the month in which the Change of Control occurs. In the
event such Change of Control occurs or is reasonably threatened after the
sixth month of an award year, the Covered Employee would receive 100% of the
maximum award that would have been achieved (as reduced by the Committee's
negative discretion, if applicable) based on the Consolidated Earnings for the
12 months prior to the month in which the Change of Control occurs.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE THE
EXECUTIVE OFFICERS' ANNUAL INCENTIVE COMPENSATION PLAN.

DEFR14A 21st Page of 33 TOC 1st Previous Next ↓Bottom Just 21st
PROPOSAL No. 2--APPROVE EXECUTIVE OFFICERS'
TOTAL SHAREHOLDER RETURN PLAN

Establishment of Performance-Based Long-Term Incentive Compensation Plan
Intended to Preserve Tax Deductibility Under Section 162(m) of the Internal
Revenue Code

The Board unanimously recommends that the shareholders approve the PPG
Industries, Inc. Executive Officers' Total Shareholder Return Plan (the "Long-
Term Plan") to establish a performance-based plan for executive officers that
provides long-term incentive opportunities linked directly to specific
performance measures and is intended to preserve the tax deductibility of
PPG's compensation expenses.

Eligibility. The Long-Term Plan would apply to the Company's Chief Executive
Officer and each of the other four most highly compensated executive officers
as defined by Section 162(m) of the Code (the "Covered Employees").

Purpose. The Board intends that payments under the Long-Term Plan will
qualify as performance-based compensation within the meaning of Section 162(m)
of the Code. The Long-Term Plan has been designed by the Officers-Directors
Compensation Committee (the "Committee") to meet these criteria. Adoption of
the Long-Term Plan would mean that the Covered Employees would be covered by
the Long-Term Plan in lieu of the existing PPG Industries, Inc. Total
Shareholder Return Plan for Key Employees (the "Existing TSR Plan"), which
would continue to cover other eligible employees.

Award Period. Each award will be granted for a period of three years (an
"Award Period").

Terms of the Awards. No later than 90 days after the commencement of an
Award Period, the Committee will determine the amount or potential range of an
award and establish specific and objective performance measures for each
Covered Employee ("Award Goals"). The Committee shall utilize one or more of
the following business or financial criteria in establishing the Award Goals
for each eligible participant: (1) 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;
(2) Return on Capital; (3) Cash Return on Capital; (4) Return on Equity; (5)
Earnings (pre-tax or after-tax); and (6) Earnings Growth.

Awards under the Long-Term Plan. Only one award may be granted to any
Covered Employee in a given year. 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 any Award Period. The Committee may
exercise negative discretion to reduce the amount of, or to eliminate, an
award that would otherwise be payable. Awards may earn dividend equivalents
that are credited in the form of stock equivalents under the PPG Deferred
Compensation Plan.

The following chart shows: (1) the potential maximum amount available for
each Covered Employee as an award under the Long-Term Plan, if the awards had
been in effect for a three-year Award Period and all Award Goals were met; (2)
the maximum amount of the award that each Covered Employee could have received
under the Long-Term Plan if the Long-Term Plan had been in effect for a three-
year Award Period based on the outstanding TSR grants made in 1999 and all
Award Goals were met; (3) the amount of the award that each Covered Employee
would have received under the Long-Term Plan if the Long-Term Plan had been in
effect for a three-year Award Period based on the outstanding TSR grants made
in 1999, and if such Award Period had ended on December 31, 2000; and (4) the
amount of the award that would have been paid in 2000 under the Existing TSR
Plan for the outstanding TSR grants made in 1999 if the Award Period had ended
on December 31, 2000. The chart does not include non-executive directors or
non-executive employees as they are not covered by the Long-Term Plan.

DEFR14A 22nd Page of 33 TOC 1st Previous Next ↓Bottom Just 22nd
[Enlarge/Download Table]

Max. Award for 1999 Estimated Award Estimated Award
Max. Award Under TSR Grants Under Under Long-Term Under Existing
Long-Term Plan Long-Term Plan Plan TSR Plan
Covered Employee(1) (# of shares) (# of shares) (# of shares) (# of shares)
------------------- ---------------- ------------------- --------------- ---------------

Chief Executive Officer. 250,000 66,000 0 0

Second Most Highly
Compensated Covered
Employee............... 150,000 18,700 0 0

Third Most Highly
Compensated Covered
Employee............... 150,000 15,400 0 0

Other Covered Employee.. 100,000 11,000 0 0

All Executive Officers
as a Group............. 750,000 122,100 0 0

Form and Payment of Awards. All awards may be paid in cash, PPG Common
Stock, or a combination of both. The maximum aggregate number of shares of
Common Stock that may be paid out for all Covered Employees under the Long-
Term Plan shall not exceed 1,000,000 shares without shareholder approval. It
is the Committee's intent that any award granted to a Covered Employee under
the Existing TSR Plan will be adopted by the Committee and paid out under the
Long-Term Plan if the Committee determines that (1) objective Award Goals were
established under the Existing TSR Plan no later than 90 days after the
commencement of the relevant Award Period, (2) the awards granted under the
Existing TSR Plan do not exceed the relevant maximums set forth in the Long-
Term Plan, (3) the Award Goals have been met, (4) the material terms,
including business criteria, of the awards granted under the Existing TSR Plan
do not differ from the Long-Term Plan, as approved by the Company's
shareholders, and (5) payment of such awards satisfy the requirements of
Section 162(m) of the Code.

Administration. The Long-Term Plan is administered by the Committee, which
is composed of independent directors who are not eligible to participate in
the Long-Term Plan.

Amendment. The Board of Directors may amend or terminate the Long-Term Plan
at any time. However, no amendment shall (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,
without the consent of the Company's shareholders.

Accelerated Payment. The Long-Term Plan provides that payment of awards will
be accelerated under certain circumstances, including the purchase of shares
pursuant to a tender offer (other than an offer by the Company) for the Common
Stock, a merger in which the Company will not survive as an independent
publicly-owned corporation, or other similar events (a "Change of Control").
In the event a Change of Control occurs or is reasonably threatened, all long-
term awards for any Award Period not yet ended may be deemed to have been
earned on such basis as the Committee shall prescribe.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL TO
APPROVE THE EXECUTIVE OFFICERS' TOTAL SHAREHOLDER RETURN PLAN.

DEFR14A 23rd Page of 33 TOC 1st Previous Next ↓Bottom Just 23rd
PROPOSALS OF CERTAIN SHAREHOLDERS

The Company has been notified that the following shareholders intend to
present the proposals set forth below for consideration at the Annual Meeting.
The address of the shareholder proponents will be supplied promptly to
shareholders upon oral or written request to the Secretary of PPG.

PROPOSAL No. 3--REGARDING DECLASSIFICATION OF THE BOARD

The Teamsters General Fund, the owner of 60 shares of PPG stock, has
submitted the following shareholder proposal:

"RESOLVED: That the stockholders of PPG Industries ("PPG") urge the Board
of Directors ("the Board") to take the necessary steps, in compliance with
state law, to declassify the Board for the purpose of director elections,
in a manner that does not affect the unexpired terms of directors
previously elected.

SHAREHOLDER'S SUPPORTING STATEMENT

"PPG's Board has three classes of directors serving staggered three-year
terms. An individual director faces election only once every three years,
and shareholders vote on roughly a third of the board each year.

"Annual elections can pave the way for improved board sensitivity to
important shareholder issues. Particularly, it can help speed the
diversification of PPG's Board and introduce new perspectives.

"Additionally, a declassified board allows the company to respond quickly
to changes by giving the board the option to appoint candidates that are
more qualified each year. A declassified board can help give PPG the
flexibility it needs as it progresses into the 21st Century.

"The evidence shows that shareholders are fed up with classified boards.
This is especially true for employee shareholders. This past year,
majorities of shareholders voted to declassify boards at a plethora of
companies, including Airborne Freight (73%), Baxter International (60.4%),
Eastman Chemical (70%), Eastman Kodak (60.7%), Lonestar Steakhouse &
Saloon, Inc. (79%), Silicon Graphics (81.1%), United Health Group (75.7%),
Weyerhaeuser (58%) and Kmart/1/ (68.5%). In 1999, shareholders voted to
declassify boards with a majority at Cendant, Cooper Tire & Rubber, Kaufman
& Broad Home, Oregon Steel and Tenneco. In 1998, Walt Disney Company agreed
to change the by-laws after the resolution passes with 65% of the vote.
More than 70% of shareholders demanded the same at Fleming and Eastman
Kodak.

"By adopting annual elections, PPG demonstrates fuller accountability to
shareholders.

"We urge you to vote YES for this proposal."
--------
"/1/At Kmart, the proposal was binding and received 68.5% of ballots cast,
45.78% of shares outstanding. Kmart's by-laws require support of 58% of
shares outstanding."
------------

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST
THIS PROPOSAL NO. 3 FOR THE FOLLOWING REASONS:

PPG's Board of Directors has been divided into three classes, serving
staggered three-year terms, for over 17 years. Shareholders initially approved
classification of the Board at the Company's 1983 Annual Meeting of
Shareholders with an overwhelming 88% of the votes supporting classification.
PPG's shareholders voted to extend the classified Board structure indefinitely
in 1987 with 80% supporting the measure. The Board continues to believe that
the election of Directors by classes is in the best interests of the Company
and its shareholders and should not be changed. The Board rejects the notion
that Directors elected every three years are less accountable to the
shareholders than Directors elected annually. Each Director is subject to the
same standard of performance and responsibility to shareholders regardless of
the length of the Director's term of office.

A classified Board provides benefits to the Company, our shareholders and
our employees. Staggering the election of Directors improves the Company's
ability to implement a long-term strategy, increases the premiums paid to
shareholders in the event of a takeover, and protects employees' jobs from
abusive takeover tactics. Simply put, the Teamsters' proposal is bad for the
Company, bad for our shareholders, and bad for our employees.

DEFR14A 24th Page of 33 TOC 1st Previous Next ↓Bottom Just 24th
First, a classified Board is better for the Company. The election of
Directors by classes allows continuity and consistency of business strategy
and policy. It also permits the Company to implement a long-term strategy
and to focus on long-term performance, all with a goal of enhancing
shareholder value. A classified Board helps ensure that a majority of the
Directors at any given time have experience as Directors of the Company and
are knowledgeable about its business. At the same time, through the annual
election of one-third of the Board, the shareholders have an opportunity each
year to review the effectiveness of the Board and to make changes in the
composition of the Board without wholesale and disruptive changes at one time.

Second, a classified Board is better for our shareholders. The security of a
three-year term helps assure the independence of Directors so they can better
represent the interests of the Company and its shareholders. The election of
Directors by classes reduces the vulnerability of the Company to hostile and
abusive takeover tactics and encourages potential acquirers to negotiate with
experienced Directors. Dividing the Directors into three classes means a
change in the composition of a majority of the Board normally requires at
least two shareholder meetings, instead of one. Therefore, a classified Board
does not preclude unsolicited acquisition offers, but it improves the
incumbent Board's ability to maximize the value of an appropriate acquisition
to all shareholders and other constituents. Numerous studies have confirmed
that takeover premiums are greater for companies that have takeover defenses.
Several of these studies are discussed in an article by Richard H. Koppes et.
al, Corporate Governance Out of Focus: The Debate Over Classified Boards, THE
BUSINESS LAWYER, Vol. 54 (May 1999) p. 1049. Thus, our classified Board can
increase shareholder value in the event of a takeover.

Third, a classified Board is better for our employees. The Teamsters state
that their proposal would benefit "employee shareholders." In truth, by
encouraging hostile and abusive takeover tactics, the Teamsters' proposal
could threaten the job security of the Company's employees who, together with
retirees, own approximately one-sixth of PPG's shares.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST THE PROPOSAL
REGARDING DECLASSIFICATION OF THE BOARD OF DIRECTORS.
------------

PROPOSAL No. 4--REGARDING ADOPTION OF A WORKPLACE CODE OF CONDUCT BASED
ON INTERNATIONAL LABOR ORGANIZATION CONVENTIONS

The Amalgamated Bank of New York LongView Fund ("LongView"), the owner of
3,000 shares of PPG stock, has submitted the following shareholder proposal:

"The shareholders urge the Board of Directors to adopt, implement and
enforce a workplace code of conduct based on the International Labor
Organization's ("ILO") Conventions on workplace human rights, including the
following principles:

"1. All workers shall have the right to form and join trade unions and to
bargain collectively (ILO Conventions 87 and 98).
"2. Workers' representatives shall not be the subject of discrimination and
shall have access to all workplaces necessary to enable them to carry
out their representation functions (ILO Convention 135).
"3. There shall be no discrimination or intimidation in employment. PPG
shall provide equality of opportunity and treatment regardless of race,
color, sex, religion, political opinion, age, nationality, social
origin or other distinguishing characteristics (ILO Conventions 100 and
111).
"4. Employment shall be freely chosen. There shall be no use of forced
(including bonded or voluntary) prison labor (ILO Conventions 29 and
105).
"5. There shall be no use of child labor (ILO Convention 138)."

SHAREHOLDER'S SUPPORTING STATEMENT

"PPG is a global corporation, and its international operations and sourcing
arrangements can expose the Company to a variety of risks. This resolution is
designed, therefore, to manage the risk of the Company becoming a party to
serious human rights violations in the workplace. For example, PPG operates
plants or owns

DEFR14A 25th Page of 33 TOC 1st Previous Next ↓Bottom Just 25th
an equity interest in operations in China, where, according to the U.S. State
Department, Amnesty International and Human Rights Watch, human rights are not
adequately protected by law and/or public policy.

"The success of many PPG businesses depends on consumer and governmental
goodwill. Since PPG's brand name is one of the Company's most significant
assets, PPG would benefit from adopting and enforcing a code of conduct based
on ILO conventions that would ensure that the Company is not associated with
human rights violations in the workplace. Such action would protect PPG's
brand name and/or its relationships with its customers and the numerous
governments under which the Company operates and with which it may do
business.

"Also, institutional investors are increasingly concerned with the impact of
company workplace practices on shareholder value. At least two of the world's
largest pension funds have adopted responsible contractor and workplace
practice guidelines. The adoption and enforcement of an effective code of
conduct would increase attractiveness to the institutional investor community.

"We urge you to vote FOR this resolution."
------------

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST
THIS PROPOSAL NO. 4 FOR THE FOLLOWING REASONS:

PPG is strongly committed to maintaining high standards with respect to
workplace human rights. We already have policies and practices in place to
address the subjects mentioned in this shareholder proposal. And, the
proponents of this proposal have not suggested that PPG has failed to meet any
appropriate workplace standards. We believe PPG's existing policies and
practices have worked well and there is no need to adopt new policies.

The policies we have adopted to help assure high workplace standards include
PPG's Business Conduct Policies, Global Code of Ethics, Equal Opportunity
Policy and Blueprint statement of our mission, common values, strategies and
key goals. These policies set forth PPG's commitment to enforcing high ethical
standards, providing a safe and healthy working environment, prohibiting
discriminatory practices and requiring equal opportunity, and complying with
all employment laws and PPG's own high standards with respect to work
place conditions.

PPG also has implemented procedures to assure compliance with and
enforcement of these principles. We conduct an annual certification to confirm
that employees have read, understand, and are in compliance with our Business
Conduct Policies. PPG has a Global Ethics Committee that regularly examines
whether our policies are being enforced. We also maintain a hotline to
encourage employees to report possible violations of our policies and Global
Code of Ethics.

We do not believe PPG needs to adopt new policies on workplace human rights.
We think we can be most effective by continuing to focus our efforts on
enforcing our existing standards and policies rather than introducing a new
and duplicative statement of principles.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST THE PROPOSAL
REGARDING ADOPTION OF A WORKPLACE CODE BASED ON INTERNATIONAL LABOR
ORGANIZATION CONVENTIONS.

AUDITORS

The Board of Directors, based on the recommendation of the Audit Committee,
has appointed Deloitte & Touche LLP as Auditors for the Company for the year
2001. Deloitte & Touche LLP have been regularly engaged by the Company for
many years to examine the Company's annual financial statements and for other
purposes. Representatives of Deloitte & Touche LLP are expected to be present
at the Meeting and, while they do not plan to make a statement (although they
will have the opportunity if they desire to do so), they will be available to
respond to appropriate questions from shareholders.

DEFR14A 26th Page of 33 TOC 1st Previous Next ↓Bottom Just 26th
During 2000, the Company retained its principal accounting firm, Deloitte &
Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective
affiliates (collectively, "Deloitte") to provide services in the following
categories and amounts:

[Download Table]

Fees for audit of the consolidated financial statements of PPG
Industries, Inc. $1,660,000
Financial Information Systems Design and Implementation Fees(1) $ --
All Other Fees(1) $2,020,000

------
(1) The Audit Committee has considered whether the provision of these
services is compatible with maintaining the principal accountant's
independence.

SHAREHOLDER RETURN PERFORMANCE GRAPH

Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company's Common Stock with the
cumulative total return of the Standard & Poor's Composite--500 Stock Index
("S&P 500 Index"), the Dow Jones Industrial Diversified Index and the Standard
and Poor's Basic Materials Index ("S&P Basic Materals Index") for the five
year period beginning December 31, 1995 and ending December 31, 2000. The S&P
500 Index and the S&P Basic Materials Index data presented in the graph are
based on the companies that comprised those Indexes at the time the graph was
prepared on February 8, 2001. During 2000, the Dow Jones Company changed the
companies that comprise the Dow Jones Industrial Diversified Index. PPG
believes that the S&P Basic Materials Index now provides a better basis for
comparison with the Company's Common Stock. The data shown on the graph for
the Dow Jones Industrial Diversified Index are based on the companies in that
Index prior to the 2000 change, and the 2000 data point was calculated for the
companies that comprised the Index prior to the change. The information
presented in the graph assumes that the investment in the Company's Common
Stock and each Index was $100 on December 31, 1995 and that all dividends were
reinvested.

Comparison of Five-Year Cumulative Total Shareholder Return
PPG Industries, Inc., Dow Jones Industrial Diversified Index,
S&P Basic Materials Index and S&P 500 Index

[Download Table]
1995 1996 1997 1998 1999 2000

PPG $100 $127 $133 $139 $154 $119
DJID $100 $129 $169 $195 $212 $161
S&P Basic $100 $116 $126 $118 $150 $131
S&P 500 $100 $123 $164 $211 $255 $232

DEFR14A 27th Page of 33 TOC 1st Previous Next ↓Bottom Just 27th
MISCELLANEOUS

Vote Required

The Annual Meeting of Shareholders will not be organized for the transaction
of business unless a quorum is present. The presence in person or by proxy of
shareholders entitled to cast at least a majority of the votes that all
shareholders are entitled to cast shall constitute a quorum. Votes withheld
and abstentions will be counted but broker non-votes will not be counted in
determining the presence of a quorum.

In the election of Directors, the number of nominees to be elected in each
class who receive the greatest number of votes cast at the Annual Meeting by
the holders of the Common Stock present in person or by proxy and entitled to
vote, assuming the presence of a quorum, will be elected as Directors for a
term of three years or their earlier resignation or retirement. Since no
written notice was received by the Company from a shareholder that a
nomination would be made by the shareholder at the Meeting pursuant to the
nomination procedure provided for in the Company's bylaws, votes may only be
cast for, or withheld from, the Company's nominees.

To be approved, each proposal requires a majority of the votes cast on the
proposal, assuming the presence of a quorum. Even if proposal No. 3 or No. 4
is approved by the shareholders, it will only represent an expression of the
wishes of the shareholders and will not be binding on the Board of Directors.
The Board would still be required to determine whether a change in the present
system of electing Directors or the adoption of a new code of conduct is in
the best interests of the Company and could decide, in the exercise of its
business judgment, to retain the existing classified Board and to refrian from
adopting a new code of conduct.

Pennsylvania law provides that abstentions, votes withheld and broker non-
votes are not votes cast. Therefore, with respect to the election of Directors
and the consideration of the proposals, abstentions, votes withheld and broker
non-votes do not count either for or against such election.

Solicitation Costs

The costs of the solicitation of proxies will be borne by the Company.
Arrangements may be made by the Company with brokerage houses and other
custodians, nominees and fiduciaries for them to forward solicitation
materials to the beneficial owners of the shares such brokerage houses and
other custodians, nominees and fiduciaries hold of record, and the Company may
reimburse them for the reasonable expenses they incur in so doing. To assist
in the solicitation of proxies, the Company has engaged D. F. King & Co. for a
fee of $12,000, plus out-of-pocket expenses. Directors, Officers or regular
employees of the Company may, without additional compensation therefor, also
make solicitations.

Shareholder Proposals for the Next Annual Meeting

Shareholders intending to present business for consideration at the year
2002 Annual Meeting of Shareholders must give notice to the Secretary of the
Company within the same time limits as set forth on page 7 for nomination of
Directors and such business must otherwise be a proper matter for shareholder
action. If, as expected, the year 2002 Annual Meeting of Shareholders is held
on April 18, 2002 (the third Thursday of April, 2002), then to be timely the
notice must be received by the Secretary of the Company not later than January
17, 2002, in order to be brought before the Meeting. To be eligible for
inclusion in the Proxy Statement and Proxy Card relating to such Annual
Meeting the notice must be received by the Secretary of the Company not later
than November 5, 2001.

Section 16(a) Reporting

The Directors and Executive Officers of the Company are required to file
reports of initial ownership and changes of ownership of PPG securities with
the Securities and Exchange Commission and the New York Stock Exchange. To the
Company's knowledge, based solely on review of copies of such reports
furnished to the Company and written representations that no other reports
were required, the required filings of all such Directors and Executive
Officers were filed timely.

DEFR14A 28th Page of 33 TOC 1st Previous Next ↓Bottom Just 28th
Other Matters

So far as is known, no matters other than those described herein are
expected to come before the Meeting. It is intended, however, that the proxies
solicited hereby will be voted on any other matters which may properly come
before the Meeting, or any adjournment thereof, in the discretion of the
person or persons voting such proxies unless the shareholder has indicated on
the Proxy Card that the shares represented thereby are not to be voted on such
other matters.

Pittsburgh, Pennsylvania
March 6, 2001

DEFR14A 29th Page of 33 TOC 1st Previous Next ↓Bottom Just 29th
Exhibit A

PPG INDUSTRIES, INC.
AUDIT COMMITTEE CHARTER

Audit Committee Composition

The Audit Committee (the "Committee") shall be appointed by the Board of
Directors of the Company and comprised of at least three directors, each of
whom shall, in the business judgment of the Board of Directors, have no
relationship to the Company that interferes with the exercise of their
independence from management and the Company. Those directors shall satisfy
the applicable membership requirements under the rules of the New York Stock
Exchange, Inc., as such requirements are interpreted by the Board of Directors
in its business judgment.

The Board of Directors shall appoint one of the members of the Committee to
be chairman of the Committee.

Audit Committee Purpose

The purpose of the Committee is to assist the Board of Directors:

. In its oversight of the Company's external financial reporting process.

. In its oversight of the system of internal controls that has been
established to ensure the reliability of the Company's published
financial statements.

. In selecting, evaluating and, where deemed appropriate, replacing the
principal outside auditors (the "outside auditors").

Resources and Authority of the Audit Committee

The Committee has the authority to conduct any investigation appropriate to
fulfilling its duties and it has direct access to the outside auditors as well
as anyone in the Company. The Committee has the ability to retain, at the
Company's expense, special accounting, legal, or other experts it deems
necessary in the performance of its duties.

Meetings of the Audit Committee

The Committee shall meet three times annually, or more frequently if
circumstances dictate. The Committee should meet after each of the three
meetings with the senior executive of the internal auditing department and the
outside auditors in separate executive sessions to discuss any matters that
the Committee or any of these persons or firms believes should be discussed
privately.

The Committee may request any officer or employee of the Company, outside
auditors, or other parties to attend a meeting of the Committee, or to meet
with any members of, or consultants to, the Committee.

Audit Committee Duties and Powers

The function of the Committee is oversight. The management of the Company is
responsible for the preparation, presentation, and integrity of the Company's
financial statements. Management is also responsible for maintaining
appropriate accounting and financial reporting principles and policies and
internal controls and procedures designed to ensure compliance with applicable
accounting standards and laws and regulations.

The outside auditors are responsible for planning and carrying out an audit
and reviews, in accordance with professional auditing standards, including
reviews of the Company's quarterly financial statements prior to the filing of
each quarterly report on Form 10-Q.

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In fulfilling their duties under this Charter, it is recognized that members
of the Committee are not full-time employees of the Company and are not, and
do not represent themselves to be, accountants or auditors by profession or
experts in the fields of accounting or auditing. As such, it is not the duty
or responsibility of the Committee or its members to conduct "field work" or
other types of auditing or accounting reviews or procedures, and each member
of the Committee shall be entitled to rely on (i) the integrity of those
persons and organizations within and outside the Company from which it
receives information and (ii) the accuracy of the financial and other
information provided to the Committee by such persons or organizations, absent
actual knowledge to the contrary (which shall be promptly reported to the
Board of Directors).

To carry out its purposes, the Committee shall have the following duties and
powers:

With respect to the outside auditors:

1. Instruct the outside auditors that they are ultimately accountable to the
Board of Directors and the Committee.

2. Review the independence of the outside auditors. As to independence:

. Ensure that the outside auditors prepare and deliver annually a formal
written statement (the "Statement ") delineating all relationships
between the auditors and the Company (it being understood that the
outside auditors are responsible for the accuracy and completeness of
this Statement), discuss with the outside auditors any relationships or
services disclosed in this Statement that may impact the objectivity and
independence of the Company's outside auditors, and recommend that the
Board of Directors take appropriate action in response to this Statement
to satisfy itself of the outside auditors' independence.

. Review the fees paid to the outside auditors for audit and non-audit
services.

3. Evaluate the performance of the outside auditors.

4. Obtain from the outside auditors assurance that the audit was conducted in
a manner consistent with professional standards.

With respect to the internal auditing department:

5. Review the appointment and replacement of the senior executive of the
internal auditing department.

With respect to financial reporting and internal controls:

6. Advise management, the internal auditing department, and the outside
auditors that they are expected to provide to the Committee timely
information as to items of significance impacting upon financial
reporting.

7. Consider any reports or communications (and management's responses
thereto) submitted to the Committee by the outside auditor required by or
referred to in Statements on Auditing Standards No. 61 ("Communication
With Audit Committees") and No. 71 ("Interim Financial Information"). Such
reports or communications could provide information related to significant
audit adjustments, the process used by management in formulating
accounting estimates, and the auditor's judgements about the quality of
the Company's accounting principles as applied in its financial reporting.

8. Discuss the Company's annual financial statements with financial
management and the outside auditors prior to the filing of the Form 10-K.

9. Discuss the internal auditing department's objectives, the scope of the
auditing planned to be performed by the department and the outside
auditors, and any coordination of those audit activities.

10. Review the form of opinion the outside auditors propose to render on the
annual financial statements.

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With respect to reporting by and recommendations from the Committee:

11. Provide a recommendation to the Board of Directors as to whether the
audited financial statements should be included in the Company's Annual
Report on Form 10-K for the last fiscal year for filing with the
Securities and Exchange Commission.

12. Prepare a report to shareholders, for inclusion in the annual proxy
statement, as required by the Securities and Exchange Commission.

13. Annually recommend to the Board of Directors the appointment of the
outside auditors (or when circumstances warrant, recommend replacement of
the outside auditors).

14. Review this Charter at least annually as to its adequacy and recommend
any changes to the Board of Directors for their approval. Publish this
Charter in the Company's proxy statement in accordance with SEC
regulations.

15. Report the Committee's activities to the Board of Directors on a regular
basis.

Other Audit Committee Duties:

16. Perform an annual assessment of the Committee's performance during the
preceding year.

17. Discuss the scope of services and fees paid to audit firms other than the
outside auditor to perform audit services.

18. Perform such other duties as may be assigned by the Board of Directors or
deemed appropriate by the Audit Committee within the context of this
Charter.

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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF PPG INDUSTRIES, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 19, 2001.

The undersigned, having received the Notice of Annual Meeting of Shareholders
and Proxy Statement, each dated March 6, 2001, hereby appoints R.W. LeBoeuf,
J.C. Diggs and M.C. Hanzel, or any of them, with full power of substitution to
each, proxies to represent the undersigned and to vote all of the shares of the
Common Stock of PPG Industries, Inc., (the "Company") that the undersigned would
be entitled to vote if personally present at the 2001 Annual Meeting of
Shareholders of the Company, or any adjournment thereof, as directed on the
reverse side hereof and in their discretion on such other matters as may
properly come before the meeting or any adjournment thereof.

The shares represented by this proxy will be voted as directed on the
reverse side hereof. If no direction is given, however, the shares represented
by this proxy will be voted FOR the election of the nominees for Director
proposed by the Board of Directors (those nominees are James G. Berges, Erroll
B. Davis, Jr., Allen J. Krowe and Robert Mehrabian), FOR proposals 1 and 2 and
AGAINST proposals 3 and 4. Shares to be voted FOR the election of the nominees
proposed by the Board of Directors will be voted cumulatively in the discretion
of the proxies for any nominees other than nominees with respect to whom
authority to vote FOR has been withheld. This card votes all of the shares of
the Common Stock of the Company held under the same registration in any one or
more of the following manners: as a shareholder of record; in the Shareholder
Investor Services Program; in the PPG Industries Employee Savings Plan and in
the PPG Canada Inc. Employee Savings Plan.

Please complete, sign and date this Card on the reverse side and return it
promptly in the enclosed reply envelope.

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Please mark
your vote as [X]
indicated in
this example

PROXY AND VOTING INSTRUCTION CARD

ELECTION OF FOUR DIRECTORS.

PPG'S DIRECTORS RECOMMEND A VOTE "FOR" ALL NOMINEES FOR WITHHELD
[ ] [ ]
(JAMES G. BERGES, ERROLL B. DAVIS, JR., ALLEN J. KROWE
AND ROBERT MEHRABIAN)

FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEE(S):

________________________________________________________

BOARD PROPOSALS TO PRESERVE TAX DEDUCTIBILITY
FOR AGAINST ABSTAIN
BOARD
1. TO APPROVE THE EXECUTIVE OFFICERS' RECOMMENDATION [ ] [ ] [ ]
ANNUAL COMPENSATION PLAN FOR

2. TO APPROVE THE EXECUTIVE OFFICERS' FOR [ ] [ ] [ ]
TOTAL SHAREHOLDER RETURN PLAN

3. REGARDING DECLASSIFICATION OF AGAINST [ ] [ ] [ ]
THE BOARD

4. REGARDING A WORKPLACE CODE OF AGAINST [ ] [ ] [ ]
CONDUCT BASED ON ILO CONVENTIONS

SIGNATURE(S)____________________________________________ DATE __________________
NOTE: Please sign as name(s) appear hereon. Give full title if signing for a
corporation or partnership or as attorney, agent or in another representative
capacity.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFR14A’ Filing	Date	First	Last	Other Filings

	4/18/02	27		DEF 14A
	1/17/02	27
	11/5/01	27
	4/19/01	2	32	DEF 14A
Filed on:	4/3/01
	3/6/01	2	32
	2/20/01	3	6
	2/8/01	26
	1/1/01	17
	12/31/00	6	26	10-K405
	2/16/00	11	16
	12/31/99	15		10-K405
	12/31/98	15		10-K
	12/31/95	26		10-K, 11-K, DEF 14A
	12/1/92	16
				List all Filings

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Filing Submission 0000950132-01-500104 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

PPG Industries Inc – ‘DEFR14A’ on 4/3/01

On: Tuesday, 4/3/01, at 2:26pm ET · Accession #: 950132-1-500104 · File #: 1-01687

Revised Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Revised Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents