<PAGE>
As filed with the Securities and Exchange Commission on November 8, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PPG INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-0730780
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One PPG Place
Pittsburgh, Pennsylvania 15272
(Address of Principal (Zip Code)
Executive Offices)
PPG INDUSTRIES, INC.
DEFERRED COMPENSATION PLAN
(Full title of the plan)
W. H. Hernandez, Senior Vice President, Finance
One PPG Place, Pittsburgh, Pennsylvania 15272
(Name and address of agent for service)
(412) 434-2102
(Telephone number, including area code, of agent for service)
______________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
Proposed maxi- Proposed maxi- Amount of
Title of securities Amount to be mum offering mum aggregate registra-
to be registered(a) registered(b) price per offering price tion fee
unit(b)
Deferred Compensation
Obligations $50,000,000 100% $50,000,000 $17,241.14
and
an indeterminate
number of shares of
PPG Industries, Inc.
Common Stock, par
value $1.66-2/3 per
share
</TABLE>
(a) The Deferred Compensation Obligations are unsecured obligations of PPG
Industries, Inc. to pay deferred compensation in the future in accordance with
the terms of the PPG Industries, Inc. Deferred Compensation Plan (the "Plan").
Some portion of the Deferred Compensation Obligations may be paid in the
future by delivering shares of Common Stock of PPG Industries, Inc. The
number of shares to be delivered will depend on future elections of the
participants of the Plan and cannot be determined at this time. By
definition, the aggregate value of such shares cannot exceed that of the
Obligations.
(b) Pursuant to Rule 457(h), estimated solely for the purpose of calculating
the registration fee.
This is page one of 52 pages. The Exhibit Index is on page 9.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the Commission
by PPG Industries, Inc. (the "Registrant" or the "Company") are
incorporated by reference in this registration statement.
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995; June 30, 1995; and September 30, 1995;
(c) The Registrant's Current Reports of Form 8-K dated April 4,
1995; April 20, 1995; July 31, 1995; October 19, 1995 and November 8,
1995;
(d) The description of the Registrant's Common Stock contained in
the Registrant's registration statement filed pursuant to Section 12 of
the Securities Exchange Act of 1934 (the "Exchange Act") and all
amendments thereto and all reports filed for the purpose of updating
such description; and
(e) All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Form S-8 Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES
Under the PPG Industries, Inc. Deferred Compensation Plan (the
"Plan"), the Company will provide eligible employees of the Company the
opportunity to enter into agreements for the deferral of future cash
compensation (the "Deferral Amount(s)"). (The Plan is attached hereto
as Exhibit 4. This description is intended to be a general description
of the securities provided by the Plan and the Plan provisions shall
control in all cases.)
The obligations of the Company under each compensation deferral
agreement (the "Obligations") will be unsecured general obligations of
the Company to pay the deferred compensation in the future in accordance
with the terms of the Plan and will rank pari passu with other unsecured
and unsubordinated indebtedness of the Company from time to time
outstanding.
The amount of compensation to be deferred by each Plan participant
will be determined in accordance with the Plan based on the
participant's elections. Each Obligation will be payable on a date or
on a series of dates selected by the employee participant in accordance
with the terms of the Plan. The Obligations will be indexed to one or
more investment media individually chosen by each participant from a
list specified pursuant to the Plan. A deferred compensation account
will be maintained for each participant. Each participant's account
will reflect the participant's Deferral Amounts adjusted to reflect the
performance of the indexed investment media designated by the
participant, including any appreciation or depreciation. The Company is
not required to actually invest in any of the media specified by any of
the participants.
The Obligations are not subject to redemption in whole or in part
prior to the individual payment date(s) specified by the participating
employee. Payments will be made either in lump sums or in installments.
The Company reserves the right to amend or terminate any participant's
agreement or the Plan as a whole at any time provided that no such
amendment or termination may adversely affect the right of the
participant to the balance in his accounts as of the date of such
amendment or termination.
The Obligations are not convertible into another security of the
Company except to the extent that ultimate payment of the Obligations to
certain participants may, to the extent permitted by the Plan and
elected by eligible participants, be made in the form of the Company's
Common Stock (also being registered in indeterminate amount by this
registration statement).
The Obligations will not have the benefit of a negative pledge or
any other affirmative or negative covenant on the part of the Company.
Each participant will be responsible for acting independently (within
the limits of the Plan) with respect to, among other things, the giving
of notices, responding to requests for consents, waivers or amendments
pertaining to the Obligations, selection of investment media into which
his deferred compensation is put and monitoring the performance of such
media, and taking action upon default.
The Plan also provides that in certain circumstances the Company
will contribute to a participant's account in order to make up amounts
which the Company would have contributed to certain qualified pension
plans on behalf of the participant but for IRS regulatory limits and/or
deferrals under the Plan.
Participants are subject to certain penalties under the Plan's
"Bad Boy" provisions. If the Company learns that a participant is
engaged or employed as a business owner, employee or consultant in any
activity which is in competition with any line of business of the
Company, or otherwise engaged in activities detrimental to the Company's
interests, the participant may be terminated from Plan participation,
the participant's entire deferral account may be immediately distributed
to him or her, the participant's account earnings may be recalculated
retroactively under less favorable earnings assumptions, or the
participant may undergo one or more of the above and/or such other
diminution or forfeiture of benefits as the Company deems appropriate.
The Company is filing this registration statement because of
uncertainty as to whether the Obligations would or should be considered
to be securities or to be subject to registration under the Securities
Act of 1933. The filing of this registration statement is not an
admission by the Registrant that the Obligations are securities or are
subject to the registration requirements of the Securities Act of 1933
(from time to time also referred to herein as the "Act").
Pursuant to the terms of the Plan, the Company may establish a
"rabbi-trust." The trust, once established, would contain assets to be
used in providing the Company with a source of funds to fulfill its
obligations under the Plan. The Company is not obligated to maintain
any specific or minimum level of assets in the trust other than in the
event of a "change in control" situation. A "change in control" for
this purpose is defined by the Plan.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Obligations issuable under the Plan has been
passed upon for the Company by Guy A. Zoghby, Esq., Senior Vice
President and General Counsel of the Company. Mr. Zoghby owns shares of
the Company's Common Stock and holds options to purchase additional
shares. He will also be an eligible participant in the Plan and as such
may elect to defer income under the Plan in exchange for Obligations.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subchapter D of Chapter 17 (Section 1741, et seq.) of the Business
Corporation Law of the Commonwealth of Pennsylvania (the "BCL") provides
for indemnification of the Registrant's directors and officers against
certain liabilities under certain circumstances.
Article VI of the bylaws of the Registrant provides that a
director, officer or employee shall be found to be entitled to
indemnification for expenses (including attorney's fees) and any
liability (including judgments, fines or penalties and amounts paid in
settlement) actually and in good faith paid or incurred by any such
person in connection with any actual or threatened proceeding (including
any derivative lawsuits) by reason of the fact that such person is or
was serving as a director, officer or employee of the Registrant or, at
the request of the Registrant, was serving another corporation,
partnership, joint venture, trust, employee benefit plan or other
entity, unless a referee finds the conduct engaged in to have been such
that, if so found by a court, indemnification would be prohibited by
Pennsylvania law. The Registrant is also required to indemnify any such
person (1) where there has been a determination by a court as to the
conduct of the person claiming indemnification such that indemnification
would not be prohibited by Pennsylvania law and (2) where the person is
otherwise entitled to indemnification by Pennsylvania law. Expenses
with respect to a proceeding which are incurred in good faith are
required to be advanced by the Registrant prior to final disposition of
the proceeding, subject to any obligation to repay the Registrant which
is imposed by law or by provision in the Articles, bylaws, an agreement
or otherwise. Under Pennsylvania law any such advancement of expenses
must be made subject to an undertaking to repay the Registrant in the
event that it is determined ultimately that the person receiving the
advancement is not entitled to indemnification. A written request for
such advancement of expenses must be made to the Secretary of the
Registrant.
The selection of the referee is to be made by the general counsel
or, if the general counsel is the person claiming indemnification or is
otherwise involved in the proceeding, by the senior officer who does not
have such a relationship to the proceeding. The referee is defined to
be an attorney with substantial expertise in corporate law, who is both
independent of the parties and unbiased. The person claiming
indemnification may object, within 10 days of the notice of selection of
the referee, to the referee selected. If the parties cannot agree on
the selection of a referee, or if the Registrant fails to propose a
referee, within 45 days of the submission of the request for
indemnification, the referee will be selected by the American
Arbitration Association.
The determination of entitlement to indemnification is made by the
referee; however, the referee is required to find the person entitled to
indemnification unless the referee finds that the conduct of the person
was such that if so found by a court, indemnification would be
prohibited by Pennsylvania law. The determination of the referee is
binding on the Registrant but not on the person claiming
indemnification.
To the extent that a person is entitled to indemnification for
only a portion of the expenses or liability resulting from a proceeding,
the Registrant is required to indemnify the person for such portion.
The bylaws authorize the Registrant to purchase and maintain
insurance, to create a trust fund, to grant a security interest or to
use other means (including, without limitation, establishing a letter of
credit) to ensure the payment of indemnification.
The Registrant specifically is authorized to enter into agreements
with any director, officer or employee, which agreements may grant
rights in furtherance of, different from, or in addition to, but not in
limitation of, the rights to indemnification granted in the bylaws,
without further shareholder approval of the terms and conditions of, or
the form of, such agreements. Without limitation of the foregoing, in
such agreements the Registrant may agree (1) to maintain insurance
against certain expenses and liabilities and (2) to contribute to
expenses and liabilities incurred in accordance with the application of
relevant equitable considerations to the relative benefits to, and the
relevant fault of, the Registrant.
The bylaws provide (1) that the rights granted therein are
contract rights, (2) that it will cover acts and omissions occurring on
or after January 27, 1987, and (3) that the rights granted will continue
as to a person who has ceased to be a director, officer or employee,
with respect to a proceeding which results from acts or failures to act
while such person was a director, officer or employee.
Subchapter D of Chapter 17 of the BCL and the bylaws both also
provide that the indemnification provided for therein shall not be
deemed exclusive of any other rights to which those seeking
indemnification may otherwise be entitled.
The Registrant also has a policy of directors and officers
liability insurance to indemnify its directors and officers against
certain liabilities incurred in their capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
No.
4 PPG Industries, Inc. Deferred Compensation
Plan (Instrument defining the rights of
holders)
5 Opinion and consent of Guy A. Zoghby,
Senior Vice President and General Counsel
of the Registrant
23.1 Consent of Independent Auditors
23.2 Consent of Counsel--contained in
opinion filed as Exhibit No. 5
24 Powers of Attorney
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (unless the information required to be
included in such post-effective amendment is contained in a
periodic report filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference);
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement (unless the information required to be included in
such post-effective amendment is contained in a periodic
report filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference);
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and each filing of the annual report of the Plan pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) To deliver or cause to be delivered with the prospectus to
each employee to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 of the Securities Exchange Act of 1934, unless
such employee otherwise has received a copy of such report, in which
case the Registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report on written request of the
employee. If the last fiscal year of the Registrant has ended within
120 days prior to the use of the prospectus, the annual report of the
Registrant for the preceding fiscal year may be so delivered, but within
such 120 day period the annual report for the last fiscal year will be
furnished to each such employee.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described under Item 6 above, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Pittsburgh, and Commonwealth of Pennsylvania, on the 8th day of
November, 1995.
PPG INDUSTRIES, INC.
By /s/ W. H. Hernandez
W. H. Hernandez
Senior Vice President, Finance
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Capacity Date
/s/ Jerry E. Dempsey Director and Chairman of )
Jerry E. Dempsey the Board of Directors )
and President (Chief )
Executive Officer) )
)
)
)
)
/s/ W. H. Hernandez Senior Vice President, Finance)
W. H. Hernandez (Principal Financial and )
Accounting Officer) ) November 8, 1995
)
ERROLL B. DAVIS, JR., )
STANLEY C. GAULT, )
MICHELE J. HOOPER, )
STEVEN C. MASON, )
HAROLD A. MCINNES, )
ROBERT MEHRABIAN, VINCENT )
A. SARNI, DAVID G. VICE, )
DAVID R. WHITWAM, )
Directors )
By /s/ Jerry E. Dempsey )
Jerry E. Dempsey )
Attorney-in-fact )
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
No. Page No.
4 PPG Industries, Inc. Deferred Compensation 10
Plan (Instrument defining the rights of
holders)
5 Opinion and consent of Guy A. Zoghby, 42
Senior Vice President and General Counsel
of the Registrant
23.1 Consent of Independent Auditors 43
23.2 Consent of Counsel--contained in 42
opinion filed as Exhibit No. 5
24 Powers of Attorney 44
<PAGE>
PPG INDUSTRIES, INC.
DEFERRED COMPENSATION PLAN
Effective: January 1, 1996
<PAGE>
Table of Contents
Section I Definitions
Section II Deferrals
Section III Investment Options
Section IV Savings Plan Restoration
Contributions
Section V Withdrawal Provisions
Section VI Specific Provisions
Related to Benefits
Section VII Administration and
Claims
Section VIII Amendment and Termination
Section IX Miscellaneous
Section X Change in Control
- Page 1.1 -
<PAGE>
SECTION I - DEFINITIONS
1.01 Account means all deferred Award amounts, all deferred Salary
amounts and all Restoration Contributions and earnings on each in
a Participant's account at any particular time.
1.02 Administrator means an officer or officers of the Company
appointed by the Committee, and any person(s) designated by such
Administrator to assist in the administration of the Plan.
1.03 Affiliate means any business entity, other than a Subsidiary
Corporation, in which PPG has an equity interest.
1.04 Award means a grant to a Participant under either the IC Plan or
MAP which such person may elect to defer. Awards to Participants
may be made in the form of cash ("cash component"), shares of PPG
stock ("stock component"), or a combination of both.
1.05 Beneficiary means the person or persons designated by a
Participant to receive benefits hereunder following the
Participant's death, in accordance with Section 6.02. For
purposes of this Section 1.05, "person or persons" is limited to
an individual, a Trustee or a Participant's estate.
1.06 Board means the Board of Directors of PPG Industries, Inc.
1.07 Code means the Internal Revenue Code of 1986, and amendments
thereto.
1.08 Committee means the Officers-Directors Compensation Committee (or
any successor) of the Board.
1.09 Company or PPG means PPG Industries, Inc.
1.10 Conversion Formula means dividing an amount by the average of the
closing sale prices for PPG Stock reported on the New York Stock
Exchange-Composite Tape for the first five days during which the
New York Stock Exchange is open during the Plan Year immediately
following the last day of the Plan Year to which the Award
relates.
1.11 Corporation means PPG and any Subsidiary Corporation and any
Affiliate designated by the Administrator as eligible to
participate in the Plan, and which, by proper authorization of the
Board of Directors or other governing body of such Subsidiary
Corporation or Affiliate, elects to participate in the Plan.
- Page 1.2 -
<PAGE>
1.12 Disability means any long-term disability. The Administrator, in
his complete and sole discretion, shall determine a Participant's
Disability; provided, however, that a Participant who is approved
to receive Long-Term Disability benefits pursuant to the PPG
Industries, Inc. Long-Term Disability Plan shall be considered to
have a Disability. The Administrator may require that a
Participant submit to an examination from time to time, but no
more often than annually, at the expense of the Company, by a
competent physician or medical clinic, selected by the
Administrator, to confirm Disability. On the basis of such
medical evidence, the determination of the Administrator as to
whether or not a condition of Disability exists or continues shall
be conclusive.
1.13 Earnings Growth Plan means the PPG Industries, Inc. 1984 Earnings
Growth Plan.
1.14 Employee means any full-time or permanent part-time salaried
employee (including any officer) of the Corporation.
1.15 ERISA means the Employee Retirement Income Security Act of 1974,
as amended.
1.16 Financial Hardship means an unexpected need for cash arising from
an illness, casualty loss, sudden financial reversal, or other
such unforeseeable occurrence, as determined by the Administrator,
in his complete and sole discretion.
1.17 Former Participant means a Participant who becomes ineligible to
receive an Award but who continues to have an Account hereunder.
1.18 IC Plan means the PPG Industries, Inc. Incentive Compensation and
Deferred Income Plan for Key Employees.
1.19 Insider means a Participant who at any time within the prior six
(6) months was a person subject to Section 16 of the Securities
Act of 1934.
1.20 Interest Account means a record-keeping account maintained for a
Participant who elects to defer all or part of an Award/Salary
and/or maintain all or part of a deferred Award/Salary in the form
of cash.
- Page 1.3 -
<PAGE>
1.21 Interest Rate means the rate of interest to be credited during a
Plan Year, as established prior to the beginning of the Plan Year.
Such rate shall be either the Declared Rate or the Minimum Rate,
as provided in the Plan.
Declared Rate - means the greatest of:
(a) the 90-day Treasury Bill yield plus 2.0 percentage
points (Established: for Plan Year 1996 - as of
September 15, 1995 and for Plan Years after 1996 - as
of October 15 of the Plan Year prior to the Plan Year
in which the rate is to be effective); or
(b) the average of the month's end 10-year Treasury Note
yield over the previous 36 month period (as of the last
business day of September of the Plan Year prior to the
Plan Year in which the average rate is to be
effective); or
(c) The Minimum Rate.
Minimum Rate - means the average of the daily closing yields
during October for the 10-year Treasury Note.
The Declared Rate and the Minimum Rate will be announced to
Participants prior to the beginning of the Plan Year to which such
rates apply.
1.22 MAP means the PPG Industries, Inc. Management Award and Deferred
Income Plan.
1.23 Participant means an Employee approved to participate in either
the IC Plan or MAP. As used herein, "Participants" may be used
collectively to include Retired Participants, Terminated
Participants and Former Participants.
1.24 Plan or DCP means the PPG Industries, Inc. Deferred Compensation
Plan.
1.25 Plan Year means the calendar year.
1.26 PPG Stock means Common Stock of the Company. Shares of PPG Stock
issued under the Plan may be either authorized but unissued shares
or issued shares acquired by the Company and held in its treasury.
1.27 PPG Stock Account means a record-keeping account maintained for a
Participant who elects to defer all or part of an Award/Salary
and/or to maintain all or part of a deferred Award/Salary in the
form of Stock Account Shares.
- Page 1.4 -
<PAGE>
1.28 Restoration Contributions means contributions to a Participant's
Savings Plan Restoration Account in accordance with Section IV.
1.29 Retired Participant means a Participant who elects to maintain an
Account in the Plan after his/her Retirement Date.
1.30 Retirement Date means the first day of the month following a
Participant's termination of employment, provided such Participant
is eligible to receive a benefit from a retirement plan sponsored
by the Corporation on such date.
1.31 Salary means a Participant's monthly base salary from the
Corporation (excluding bonuses, commissions and other non-regular
forms of compensation) and including payments from the PPG
Industries Salary Continuance Plan, before reductions for
deferrals under the Plan or under any other Plan sponsored by the
Corporation. In the case of Salary Continuance, Salary deferral
elections shall be applied to the actual amount of Salary
Continuance being paid.
1.32 Savings Plan means the PPG Industries Employee Savings Plan.
1.33 Savings Plan Election means the sum of the percentage the
Participant is contributing to the Savings Plan as Savings and as
Elective Deferrals not to exceed the percentage eligible for the
Company match in the Savings Plan.
1.34 Savings Plan Interest Account means a record-keeping account
maintained for a Participant who is eligible to receive
Restoration Contributions. The Interest Rate credited in the
Savings Plan Interest Account shall be the same as that credited
to the Interest Account.
1.35 Savings Plan Matching Percentage means the percentage of the
Company's Matching Contributions for a Plan Year in the Savings
Plan.
1.36 Savings Plan PPG Stock Account means a record-keeping account
maintained for a Participant who is eligible to receive Savings
Plan Restoration Contributions in accordance with Section IV, in
the form of Stock Account Shares.
1.37 Savings Plan Restoration Account means all Restoration
Contributions and earnings thereon in a Participant's Account at
any particular time.
1.38 Stock Account Share means a record-keeping unit which is
equivalent to one share of PPG Stock.
1.39 Subsidiary means any corporation of which fifty percent (50%) or
more of the outstanding voting stock or voting power is owned,
directly or indirectly, by the Company and any partnership or
other entity in which the Company has a fifty percent (50%) or
more ownership interest.
- Page 1.5 -
<PAGE>
1.40 Terminated Participant means a Participant who maintains an
Account in the Plan following his/her termination of employment
from the Corporation.
1.41 Unscheduled Withdrawal means a distribution of all or a portion of
a Participant's Interest Account and/or PPG Stock Account
requested by a Participant, or a Beneficiary, if the Participant
is deceased, in accordance with Section 5.07.
- Page 1.6 -
<PAGE>
SECTION II - DEFERRALS
2.01 Deferral of Award
(a) In accordance with the provisions of either the IC Plan or
MAP, which-ever is applicable, the value of that portion of
the cash component of a deferred Award which the Participant
has designated to the Interest Account shall be credited to
the Interest Account on the day such deferral would
otherwise have been paid to the Participant.
(b) In accordance with the provisions of either the IC Plan or
MAP, whichever is applicable, the value of:
(1) that portion of the cash component of a deferred Award
which the Participant has designated to the PPG Stock
Account; and/or
(2) the value of the stock component of a deferred Award
shall be credited to the PPG Stock Account in the
Participant's Account on the day such deferral would
otherwise have been paid to the Participant.
(c) Subject to paragraph (e) below, all crediting elections
pursuant to this Section 2.01 are subject to the transfer
provisions of Section 3.04
(d) Amounts credited to the PPG Stock Account shall be credited
in the form of whole and fractional Stock Account Shares
determined according to the Conversion Formula.
(e) Any amount designated by the Participant for in-service
withdrawal in accordance with either the IC Plan or MAP must
be credited to the Interest Account and is not subject to
the transfer provisions of Section 3.04.
2.02 Deferral of Salary
(a) Prior to the beginning of each quarter, a Participant may
elect to defer a percentage, in whole percentages only, of
his/her Salary as follows:
Minimum Deferral Maximum Deferral
1% 50%
- Page 2.1 -
<PAGE>
(b) Elections made pursuant to this Section 2.02 shall remain in
effect until the earlier of:
(1) The first day of the quarter following the quarter the
Participant rescinds or modifies the election; or
(2) The first day of the Plan Year following the Plan Year
in which the Participant becomes a Former Participant.
(c) Any election filed by a Participant pursuant to this Section
2.02 must be received by the Administrator on or before the
last business day of the quarter prior to the quarter in
which such election is to become effective. Deferred Salary
shall be credited to the Participant's Account on the first
day of the month following the month in which the deferral
is made.
(d) A Participant is ineligible to defer or continue to have
deferred any Salary percentage during a quarter in which the
Participant's salary is subject to a garnishment, tax lien,
child support or any similar attachment to Salary.
(e) A Participant who becomes ineligible for Salary deferral, in
accordance with Paragraph (d) above, may thereafter resume
Salary deferral upon the discontinuance of the attachment to
the Salary and in accordance with the Salary election
provisions of this Section 2.02.
2.02.01 Salary Deferral Crediting Elections
(a) At the time an election is made to defer Salary, the
Participant must also designate in whole percentages
whether such amount is to be credited to the Interest
Account, the PPG Stock Account, or a combination of
both.
(b) A Salary deferral crediting election shall remain in
effect through an entire quarter. A Salary deferral
crediting election may be changed by a Participant for
a subsequent quarter by notification to the
Administrator on or before the last business day of
the quarter, to be effective on the first day of the
next quarter.
(c) All crediting elections pursuant to this Section
2.02.01 are subject to the transfer provisions of
Section 3.04.
(d) The number of Stock Account Shares credited to the PPG
Stock Account shall be determined by the closing price
for PPG Stock on the last business day of the month in
which the deferral is made.
- Page 2.2 -
<PAGE>
SECTION III - DEFERRAL ACCOUNT OPTIONS
3.01 Interest Account
Except as otherwise provided in Sections 5.03 and 6.06, amounts
deferred to the Interest Account shall accrue interest equivalents
at the Declared Rate.
3.02 PPG Stock Account
(a) Amounts credited to the PPG Stock Account shall be credited
in the form of Stock Account Shares.
(b) Participants shall not receive cash dividends or have voting
or other shareholders' rights as to Stock Account Shares;
however, Stock Account Shares shall accrue whole and
fractional dividend equivalents, in the form of additional
Stock Account Shares, on the basis of the closing sale price
for PPG Stock, reported on the Composite Tape for the day on
which a dividend is paid, based on the number of whole Stock
Account Shares in the PPG Stock Account on the record date.
3.03 Transfers from IC Plan, MAP and/or the Earnings Growth Plan
(a) Any amount previously deferred under either the IC Plan or
MAP, which has not been withdrawn prior to January 1, 1996,
shall be transferred to the Participant's Account in this
Plan effective January 1, 1996. Amounts credited to the
interest account under the prior plan(s) shall be
transferred to the Interest Account and amounts credited to
the PPG stock account under the prior plan(s) shall be
transferred to the PPG Stock Account.
(b) (1) Subject to subparagraph (2) below, any amount which a
Participant currently has in his/her account in the
Earnings Growth Plan shall be transferred to the
Participant's Account in this Plan effective January 1,
1996. Amounts credited to the interest account in the
Earnings Growth Plan shall be transferred to the
Interest Account, and amounts credited as earnings
growth shares in the Earnings Growth Plan shall be
transferred to the PPG Stock Account.
(2) Subparagraph (1) above shall not apply in the case of a
Participant who has filed a withdrawal election with
respect to his/her earnings growth account under the
Earnings Growth Plan. Such account shall remain in the
Earnings Growth Plan and subject to the provisions
thereof.
- Page 3.1 -
<PAGE>
3.04 Transfers
(a) A Participant (excluding Insiders) who has a balance in
his/her Account, may elect to transfer some or all of
his/her Account balance between the PPG Stock Account and
the Interest Account. Transfers shall be subject to the
following provisions:
(1) Participants must file a transfer request with the
Administrator on or before the last business day of a
quarter, to be effective on the first day of the next
quarter.
(2) The number and value of Stock Account Shares shall be
determined by the closing price for PPG Stock on the
last business day of the quarter in which the election
is received by the Administrator.
(b) Insiders are prohibited from making interaccount transfers.
- Page 3.2 -
<PAGE>
SECTION IV - SAVINGS PLAN RESTORATION CONTRIBUTIONS
4.01 Restoration Contributions
Participants who are currently contributing to the Savings Plan
may be eligible to receive Restoration Contributions as follows:
(a) For Participants whose Salary exceeds the amount specified
in Section 401(a)(17) of the Code, Restoration Contributions
shall equal the sum of (1) and (2) below:
(1) Lesser of:
Excess Salary times Savings Plan Election times
Savings Plan Matching Percentage; or
Amount of monthly deferred Salary.
(2) If the difference between the Participant's Salary
deferral and Excess Salary ("Difference") is greater
than zero:
Difference times Savings Plan Election times Savings
Plan Matching Percentage.
(b) For a Participant whose Salary equals or is less than the
amount specified in Section 401(a)(17) of the Code and such
Participant elects to defer Salary in accordance with
Section 2.02, Restoration Contributions shall equal the
amount of the deferred Salary times the Participant's
Savings Plan Election times the Savings Plan Matching
Percentage.
(c) For purposes of this Section 4.01 Excess Salary means Salary
minus the amount specified in Section 401(a)(17) of the Code
divided by 12.
4.02 Savings Plan Restoration Account
(a) Restoration Contributions shall be credited monthly and
shall be maintained in the Savings Plan Restoration Account.
The Savings Plan Restoration Account shall consist of a
Savings Plan Interest Account, and a Savings Plan PPG Stock
Account.
- Page 4.1 -
<PAGE>
(b) Restoration Contributions shall be credited to the Savings
Plan PPG Stock Account and shall be credited in the form of
Stock Account Shares, the number of which shall be
determined by using the closing price for PPG Stock on the
last business day of the month in which such Restoration
Contributions are made, and credited to the Participant's
Savings Plan Restoration Account on the first day of the
month following the month in which the Restoration
Contributions are made.
(c) Participants shall not receive cash dividends or have voting
or other shareholders' rights as to Stock Account Shares;
however, Stock Account Shares shall accrue whole and
fractional dividend equivalents, in the form of additional
Stock Account Shares, on the basis of the closing sale price
for PPG Stock, reported on the Composite Tape for the day on
which a dividend is paid, based on the number of whole Stock
Account Shares in the Savings Plan PPG Stock Account on the
record date.
4.03 Vesting
Restoration Contributions shall be 100% vested at the time such
Restoration Contributions are credited to a Participant's Account.
4.04 Transfers
Restoration Contributions may be transferred to the Savings Plan
Interest Account, in accordance with Section 3.04, beginning the
Plan Year in which a Participant reaches his/her 55th birthday.
4.05 Withdrawal Provisions
(a) The Savings Plan Restoration Account is not subject to
provisions of Sections 5.01, 5.06 or 5.07.
(b) At the time of a Participant's termination of employment,
including termination due to Retirement, Death and/or
Disability, any amount in the Savings Plan PPG Stock Account
shall be transferred to the PPG Stock Account and any amount
in the Savings Plan Interest Account shall be transferred to
the Interest Account and shall be subject to any election
filed by the Participant or the Beneficiary, in accordance
with the provisions of Section 5.02, 5.03, 5.04 or 5.05.
- Page 4.2 -
<PAGE>
SECTION V - WITHDRAWAL PROVISIONS
5.01 Scheduled In-Service Withdrawals
Except as otherwise provided in this Section V, payment of any
amount designated by a Participant for in-service withdrawal, in
accordance with provisions of either the IC Plan or MAP, whichever
is applicable, shall be made to the Participant in a lump sum as
of the first day of the quarter/year specified by the Participant.
5.02 Withdrawals at/after a Participant's Retirement Date
(a) A Participant may elect a payment schedule applicable to
his/her Account provided such election is filed with the
Administrator:
(1) Prior to the Participant's Retirement Date; and
(2) In the year prior to the year the first payment is to
be made and, in all cases, at least six months/ten
days prior to the time the first payment is to be
made.
(b) Participants may elect:
(1) One lump-sum payment; or
(2) Quarterly, semiannual or annual installments - to be
made over a period of years, up to a maximum period of
15 years; or
(3) A combination of (1) and (2).
(c) A Participant may delay the first payment for a period up to
ten years following his/her Retirement Date; provided,
however, that, in all cases, payments must begin no later
than the year in which the Participant's 75th birthday
occurs.
(d) The payment schedule elected by the Participant shall apply
to his/her entire Account. Participants may designate the
first day of the quarter for the commencement of the payment
schedule on an annual, semiannual or quarterly basis.
- Page 5.1 -
<PAGE>
Each installment payment shall be calculated by dividing the
Participant's account balance by the remaining number of
installments -(e.g.: Ten annual installments shall be paid:
1st installment = 1/10 of Account; 2nd installment = 1/9 of
Account; 3rd installment = 1/8 of Account, etc.). If the
installment payment is to be in the form of PPG Stock, any
stock increment shall be rounded down to the nearest whole
stock share. Any remaining stock increments shall remain in
the Account until subject to further payment.
(e) In the event a Participant fails to file a payment schedule
election with the Administrator prior to his/her Retirement
Date, his/her Account shall be paid in one lump sum in the
year following the year of such Retirement Date and shall be
paid during the first quarter of such year which is at least
six months/ten days following such Retirement Date.
(f) Payment schedules pursuant to this Section 5.02 shall
supersede any prior payment election(s) filed with the
Administrator; and shall become irrevocable on the
Participant's Retirement Date.
(g) Any payment to an Insider pursuant to this Section 5.02
shall be paid in cash.
5.03 Withdrawals following Termination
(a) Except as provided in paragraph (e) below, a Participant may
elect when to receive a lump-sum payment of his/her Account
balance following his/her termination date provided such
election is filed with the Administrator no later than 30
days after such termination date.
(b) Participants must specify the quarter/year that the lump-sum
payment is to be made; provided, however, that the
Participant must elect to receive the payment no later than
the last quarter of the year in which the fifth anniversary
of his/her termination date occurs. Payment must occur no
earlier than the Plan Year after the Plan Year of the
Participant's termination and as of the first day of the
first quarter which is as least six (6) months and 10 days
following the Participant's termination.
(c) In the event a Participant fails to file a payment election
with the Administrator within the time provided in paragraph
(a) above, his/her Account shall be paid in one lump sum in
the year following the year of such termination date and
shall be paid during the first quarter in such year which is
at least six months/ten days following such termination
date.
- Page 5.2 -
<PAGE>
(d) The rate of interest credited in the Interest Account
following a Participant's termination date shall be at the
Minimum Rate; provided, however, that the Committee shall
have the authority to approve continuation of the Declared
Rate, on a case-by-case basis.
(e) In the event the Administrator determines, in his sole
discretion, that a termination is "for cause," the
Participant shall have no election with respect to payment
of his/her Account. Such Participant shall receive his/her
entire Account balance as of the first day of the first
quarter immediately following his/her termination date.
(f) Payment schedules pursuant to this Section 5.03 shall
supersede any prior payment election(s) filed with the
Administrator.
(g) Any payment to an Insider pursuant to this Section 5.03
shall be paid in cash.
5.04 Withdrawals in the event of Disability
(a) In the event a Participant becomes disabled, he/she may
elect a payment schedule applicable to his/her Account
provided such election is filed with the Administrator
within 30 days of the Administrator's determination that
such Participant has a Disability.
(b) Participants may elect:
(1) One lump-sum payment; or
(2) Quarterly, semiannual or annual installments - to be
made over a period of years, up to a maximum period of
15 years; or
(3) A combination of (1) and (2).
(c) A Participant may delay the first payment for a period of up
to ten years following the determination that he/she has a
Disability; provided, however, that, in all cases, payments
must begin no later than the year in which the Participant's
75th birthday occurs. Payments must commence no earlier
than the Plan Year following the Plan Year in which the
Participant is determined to have a Disability and as of the
first day of the first quarter which is at least six (6)
months and 10 days following the Administrator's
determination that such Participant has a Disability.
- Page 5.3 -
<PAGE>
(d) The payment schedule elected by the Participant shall apply
to his/her entire Account. Participants may designate the
first day of a quarter for the commencement of the payment
schedule on an annual, semiannual or quarterly basis.
Each installment payment shall be the applicable fraction of
the Participant's Account balance -(e.g.: Ten annual
installments shall be paid: 1st installment = 1/10 of
Account; 2nd installment = 1/9 of Account; 3rd installment
= 1/8 of Account, etc.). .). If the installment payment is
to be in the form of PPG Stock, any stock increment shall be
rounded down to the nearest whole stock share. Any
remaining stock increments shall remain in the Account until
subject to further payment.
(e) In the event a Participant fails to file a payment schedule
election with the Administrator within the period specified
in paragraph (a) above, his/her Account shall be paid in one
lump sum in the year following the year he/she incurs a
Disability, and shall be paid during the first quarter in
such year which is at least six months/ten days following
such Disability date.
(f) Payment schedules pursuant to this Section 5.04 shall
supersede any prior payment election(s) filed with the
Administrator; and shall become irrevocable when filed in
accordance with paragraph (a).
(g) Any withdrawal by an Insider pursuant to this Section 5.04
shall be paid in cash.
5.05 Withdrawals following a Participant's death
(a) Death prior to a Participant's Election Date
In the event of a Participant's death prior to his/her
Election Date, the Participant's entire Account shall be
paid to the Participant's Beneficiary as soon as possible
following the Participant's death.
(b) Death on or after a Participant's Election Date
In the event of a Participant's death on or after his/her
Election Date, the Participant's Beneficiary may elect to
receive the remaining balance of the Participant's Account
paid as a lump sum, or in accordance with the payment
schedule filed by the Participant.
Such election must be filed by the Beneficiary within 60-
days following the Participant's death. If no such election
is made, the balance in the Participant's Account shall be
paid in a lump sum. Any lump sum payment made in accordance
- Page 5.4 -
<PAGE>
with this paragraph shall be paid in the Plan Year after the
Plan Year of the Participant's death and as of the first day
of the first quarter which is at least six (6) months and 10
days following the Participant's death.
(c) For purposes of this Section 5.05 "Election Date" means the
date on which the Participant's election schedule becomes
irrevocable in accordance with paragraph (f) of Section 5.02
or paragraph (f) of Section 5.04.
5.06 Withdrawals upon finding of Financial Hardship
(a) Upon a finding that the Participant, or Beneficiary if the
Participant is deceased, has suffered a Financial Hardship,
the Administrator may, in his sole discretion, permit the
acceleration of a withdrawal under the Plan in an amount
reasonably necessary to alleviate such Financial Hardship.
(b) If the Administrator permits a withdrawal due to Financial
Hardship, the Participant shall cease Salary deferrals, if
any, and may not make any deferrals under the Plan, in the
form of an Award or Salary, until one entire Plan Year has
elapsed following the Plan Year in which such withdrawal is
made.
(c) The Participant shall be required to exhaust all other
sources of funds, other than the Savings Plan, before the
Administrator will consider an accelerated withdrawal in
accordance with this Section 5.06.
(d) A withdrawal pursuant to this Section 5.06 shall nullify any
in-service withdrawal election filed in accordance with
Section 5.01.
(e) Notwithstanding any other provision of this Section 5.06, a
Participant who is an Insider or officer of PPG may withdraw
funds only from the Interest Account.
(f) Notwithstanding any other provision of this Section 5.06,
funds in the Savings Plan Restoration Account are not
subject to withdrawal due to Financial Hardship.
5.07 Unscheduled Withdrawals
(a) A Participant, or Beneficiary if the Participant is
deceased, may request an Unscheduled Withdrawal of all or a
portion of the Participant's Interest Account and/or PPG
Stock Account. All such payments shall be made in a single
sum and shall be paid in cash.
- Page 5.5 -
<PAGE>
An Insider or officer of PPG may request an Unscheduled
Withdrawal only from available funds in the Interest
Account. A Participant, or Beneficiary, may request not
more than one (1) Unscheduled Withdrawal in a Plan Year.
(b) An Unscheduled Withdrawal must be a minimum of 25% of the
Participant's Interest and PPG Stock Accounts.
(c) An election to withdraw 75% or more of the Participant's
Interest and Stock Accounts shall be deemed a request to
withdraw the entire Account balance in these two accounts.
(d) Prior to payment of any Unscheduled Withdrawal, a penalty of
10% of the Unscheduled Withdrawal amount shall be withheld
and forfeited (or 5% if such Unscheduled Withdrawal is made
during the Plan Year in which a Change in Control occurs, or
the Plan Year immediately following such Change in Control)
and the Participant shall cease Salary deferrals, if any,
effective on the date the withdrawal is paid and may not
make any deferrals under the Plan, in the form of an Award
or Salary, until one entire Plan Year has elapsed following
the Plan Year in which such Unscheduled Withdrawal is made.
(e) A withdrawal pursuant to this Section 5.07 shall nullify any
scheduled in-service withdrawal election filed in
accordance with Section 5.01.
5.08 Methods of Payment
(a) PPG Stock Account
Except as provided in paragraph (a) of Section 5.07 and
except for Insiders, any payment from the PPG Stock Account
shall be paid in the form of PPG Stock.
Notwithstanding any other provision of this Plan, any
payments to any Insider shall be paid in the form of cash.
At the time of the final scheduled payment, if payments were
disbursed from the PPG Stock Account in shares of PPG Stock,
any remaining fractional shares of PPG Stock shall be
converted to and paid in cash.
(b) Interest Account
Payments from the Interest Account shall be made in cash.
- Page 5.6 -
<PAGE>
(c) All payments to Participants, or their Beneficiaries, shall
be made on the first business day of a calendar quarter.
5.09 Small Account Provision
(a) Each scheduled withdrawal must equal a minimum of $2,000.
(b) If the remaining balance in a Participant's Account is less
than $2,000, the Administrator may, at his discretion,
distribute the remainder of the Account.
- Page 5.7 -
<PAGE>
SECTION VI - SPECIFIC PROVISIONS
RELATED TO BENEFITS
6.01 Nonassignability
(a) Except as provided in paragraph (b) below and in Section
6.02, no person shall have any power to encumber, sell,
alienate, or otherwise dispose of his/her interest under the
Plan prior to actual payment to and receipt thereof by such
person; nor shall the Administrator recognize any assignment
in derogation of the foregoing. No interest hereunder of
any person shall be subject to attachment, execution,
garnishment or any other legal, equitable, or other process.
(b) Paragraph (a) above shall not apply to the extent that a
Participant's interest under the Plan is alienated pursuant
to a "Qualified Domestic Relations Order" ("QDRO") as
defined in Section 414(p) of the Code.
(1) The Administrator is authorized to adopt such
procedural and substantive rules and to take such
procedural and substantive actions as the
Administrator may deem necessary or advisable to
provide for the payment of amounts from the Plan to an
Alternate Payee as provided in a QDRO. Such rules and
actions shall be consistent with the principal
purposes of the Plan.
(2) Under no circumstances may the Administrator accept an
order as a QDRO following a Participant's death.
(3) An Alternate Payee may not establish an account in the
Plan. All amounts taken from a Participant's Account,
as provided in a QDRO, must be distributed as soon as
possible following the acceptance of an order as a
QDRO.
(4) In the sole discretion of the Administrator, a
Participant's scheduled withdrawal or otherwise
requested withdrawal may be delayed for a period, not
to exceed six months, if the Administrator has notice
that part or all of the Participant's Account may be
subject to alienation pursuant to a QDRO.
- Page 6.1 -
<PAGE>
6.02 Beneficiary Designation
(a) The Participant shall have the right, at any time and from
time to time, to designate any person(s) as Beneficiary.
The designation of a Beneficiary shall be effective on the
date it is received by the Administrator, provided the
Participant is alive on such date.
(b) Each time a Participant submits a new Beneficiary
designation form to the Administrator, such designation
shall cancel all prior designations.
(c) In the case of a Participant who does not have a valid
Beneficiary designation on file at the time of his/her
death, or in the case the designated Beneficiary predeceases
the Participant, the entire balance in the Participant's
Account shall be paid as soon as possible to the
Participant's estate.
(d) Any Beneficiary designated by the Participant under the IC
Plan or MAP filed before January 1, 1996, shall remain in
effect for this Plan, until a new Beneficiary designation
form is filed in accordance with this Section 6.02, on or
after January 1, 1996.
6.03 Limited Right to Assets of the Corporation
The Benefits paid under the Plan shall be paid from the general
funds of the Company, and the Participants and any Beneficiary
shall be no more than unsecured general creditors of the Company
with no special or prior right to any assets of the Company for
payment of any obligations hereunder.
6.04 Protective Provisions
The Participant or Beneficiary shall cooperate with the
Administrator by furnishing any and all information requested by
the Administrator in order to facilitate the payment of benefits
hereunder. If a Participant refuses to cooperate, he/she may be
deemed ineligible to receive a distribution and/or ineligible to
continue to actively participate in the Plan.
6.05 Withholding
The Participant or Beneficiary shall make appropriate arrangements
with the Administrator for satisfaction of any federal, state or
local income tax withholding requirements and Social Security or
other employee tax requirements applicable to the payment of
benefits under the Plan. If no other arrangements are made, the
Administrator may provide for such withholding and tax payments by
any means he deems appropriate, in his sole discretion.
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<PAGE>
6.06 Forfeiture Provision
In the event the Company becomes aware that a Participant is
engaged or employed as a business owner, employee, or consultant
in any activity which is in competition with any line of business
of the Corporation, or has engaged in any activity otherwise
determined to be detrimental to the Company, the Administrative
Subcommittee may:
(a) Terminate such Participant's participation in the Plan, and
distribute the entire amount in the Participant's Account in
a lump sum;
(b) Recalculate all earnings in the Account as though all
investments had been invested in the Interest Account and
accruing interest at the Minimum Rate;
(c) Both (a) and (b) above; or
(d) Apply any other diminution or forfeiture of benefits, which
is specifically approved by the Administrative Subcommittee.
For purposes of this Section 6.06, the Administrative Subcommittee
shall consist of the Senior Vice President, Human Resources and
Administration, the Director, Compensation and Benefits, and a
representative of the Law Department, as appointed by the General
Counsel of PPG. The Administrative Subcommittee shall report all
of its activities to the Committee.
- Page 6.3 -
<PAGE>
SECTION VII - ADMINISTRATION & CLAIMS
7.01 Administration
(a) The Administrator shall administer the Plan and interpret,
construe and apply its provisions in accordance with its
terms. The Administrator shall have the complete authority
to:
(1) Determine eligibility for benefits;
(2) Construe the terms of the Plan; and
(3) Control and manage the operation of the Plan.
(b) The Administrator shall have the authority to establish
rules for the administration and interpretation of the Plan
and the transaction of its business. The determination of
the Administrator as to any disputed question shall be
conclusive. All actions, decisions and interpretations of
the Administrator shall be performed in a uniform and
nondiscriminatory manner.
(c) The Administrator may employ counsel and other agents and
may procure such clerical, accounting and other services as
the Administrator may require in carrying out the provisions
of the Plan.
(d) The Administrator shall not receive any compensation from
the Plan for his services.
(e) The Corporation shall indemnify and save harmless the
Administrator against all expenses and liabilities arising
out of the Administrator's service as such, excepting only
expenses and liabilities arising from the Administrator's
own gross negligence or willful misconduct, as determined by
the Committee.
7.02 Claims
(a) Every person receiving or claiming benefits under the Plan
shall be conclusively presumed to be mentally and physically
competent and of age. If the Administrator determines that
such person is mentally or physically incompetent or is a
minor, payment shall be made to the legally appointed
guardian, conservator, or other person who has been
appointed by a court of competent jurisdiction to care for
the estate of such person, provided that proper proof of
such appointment is furnished in a form and manner suitable
to the Administrator. Any payment made under the provisions
- Page 7.1 -
<PAGE>
of the paragraph (a) shall be a complete discharge of any
liability therefor under the Plan. The Administrator shall
not be required to see to the proper application of any such
payment.
(b) Claims Procedure
Claims for benefits by a Participant or Beneficiary shall be
filed, in writing, with the Administrator. If the
Administrator denies the claim, in whole or in part, the
Administrator shall furnish a written notice to the claimant
setting forth a statement of the specific reasons for the
denial of the claim, references to the specific provisions
of the Plan on which the denial is based, a description of
any additional material or information necessary to perfect
the claim and an explanation of why such material or
information is necessary, and an explanation of the review
procedure. Such notice shall be written in a way calculated
to be understandable by the claimant.
The written notice from the Administrator shall be furnished
to the claimant within ninety (90) days following the date
on which the claim was filed, except that if special
circumstances require an extension of time, the
Administrator shall notify the claimant of this need within
such 90-day period. Such notice shall inform the claimant
the nature of the circumstances necessitating the need for
additional time and the date by which the claimant will be
furnished with the decision regarding the claim. Such
extension may provide for up to an additional 90 days.
(c) Review Procedure
Within sixty (60) days of the date the Administrator denies
a claim, in whole or in part, the claimant, or his/her
authorized representative, may request that the decision be
reviewed. Such request shall be in writing, shall be filed
with the Administrator, and shall contain the following
information:
(1) The date on which the denial was received by the
claimant;
(2) The date on which the claimant's request for review
was filed with the Administrator;
(3) The specific portions of the denial which the claimant
requests the Administrator to review;
(4) A statement setting forth the basis on which the
claimant believes that a review of the decision is
required;
- Page 7.2 -
<PAGE>
(5) Any written material which the claimant desires the
Administrator to take into consideration in reviewing
the claim.
The Administrator shall afford the claimant, or his/her
authorized representative, an opportunity to review
documents pertinent to the claim, and shall conduct a full
and fair review of the claim and its denial. The
Administrator's decision on such review shall be furnished
to the claimant in writing, and shall be written in a manner
calculated to be understandable to the claimant. Such
decision shall include a statement of the specific reason(s)
for the decision, including references to the specific
provision(s) of the Plan relied upon.
The written notice from the Administrator shall be furnished
to the claimant within sixty (60) days following the date on
which the request for review was received by the
Administrator, except that if special circumstances require
an extension of time, the Administrator shall notify the
claimant of this need within such 60-day period. Such
notice shall inform the claimant the nature of the
circumstances necessitating the need for additional time and
the date by which the claimant will be furnished with the
decision regarding the claim. Such extension may provide
for up to an additional 60 days.
- Page 7.3 -
<PAGE>
SECTION VIII - AMENDMENT AND TERMINATION
8.01 Amendment of the Plan
Except as provided in Section X, the Committee may amend the Plan,
in whole or in part, at any time; however, except as provided in
Section X, no such amendment may decrease the amount of benefit
currently accrued in Participants' Accounts.
Except as provided in Section X, the Administrator shall have the
authority to adopt amendments to the Plan, in whole or in part, at
any time, necessary for the implementation and/or administration
of the Plan, which will not result in a material change to the
Plan. Moreover, except as provided in Section X, no such
amendment by the Administrator may decrease the amount of benefit
currently accrued in Participants' Accounts.
8.02 Termination of the Plan
Except as provided in Section X, the Committee may terminate the
Plan at any time. Upon a termination pursuant to this Section
8.02, the Committee has the sole discretion to determine
distribution schedules for any or all Accounts, notwithstanding a
Participant's previous distribution schedule.
8.03 Constructive Receipt
In the event the Administrator determines that amounts deferred
under the Plan have been constructively received by Participants
and must be recognized as income for federal income tax purposes,
distributions shall be made to Participants, as determined by the
Administrator. The determination of the Administrator under this
Section 8.03 shall be binding and conclusive.
- Page 8.1 -
<PAGE>
SECTION IX - MISCELLANEOUS
9.01 Successors of the Company
The rights and obligations of the Company under the Plan shall
inure to the benefit of, and shall be binding upon, the successors
and assigns of the Company.
9.02 ERISA Plan
The Plan is intended to be an unfunded plan maintained primarily
to provide deferred compensation benefits for "a select group of
management or highly compensated employees" within the meaning of
Sections 201, 301 and 401 of ERISA and therefore to be exempt from
Parts 2, 3 and 4 of Title I of ERISA.
9.03 Trust
The Company shall be responsible for the payment of all benefits
under the Plan. Except as otherwise required by Section X, the
Company, at its discretion, may establish one or more grantor
trusts for the purpose of providing for payment of benefits under
the Plan. Such trust(s) may be irrevocable, but the assets
thereof shall be subject to the claims of the Company's creditors.
Benefits paid to the Participant from any such trust shall be
considered paid by the Company for purposes of meeting the
obligations of the Company under the Plan.
9.04 Employment Not Guaranteed
Nothing contained in the Plan nor any action taken hereunder shall
be construed as a contract of employment or as giving any
Participant any right to continued employment with the
Corporation.
9.05 Gender, Singular and Plural
All pronouns and variations thereof shall be deemed to refer to
the masculine, feminine, or neuter, as the identity of the
person(s) requires. As the context may require, the singular may
be read as the plural and the plural as the singular.
9.06 Headings
The headings of the Sections, subsections and paragraphs of the
Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.
- Page 9.1 -
<PAGE>
9.07 Validity
If any provision of the Plan is held invalid, void or
unenforceable, the same shall not affect, in any respect, the
validity of any other provision(s) of the Plan.
9.08 Waiver of Breach
The waiver by the Company of any breach of any provision of the
Plan by a Participant or Beneficiary shall not operate or be
construed as a waiver of any subsequent breach.
9.09 Applicable Law
The Plan is intended to conform and be governed by ERISA. In any
case where ERISA does not apply, the Plan shall be governed and
construed in accordance with the laws of the Commonwealth of
Pennsylvania.
9.10 Notice
Any notice required or permitted to be given to the Administrator
under the Plan shall be sufficient if in writing and either hand-
delivered, or sent by first class mail to the principal office of
the Company at One PPG Place, Pittsburgh, PA 15272, directed to
the attention of the Administrator. Such notice shall be deemed
given as of the date of delivery.
- Page 9.2 -
<PAGE>
SECTION X - CHANGE IN CONTROL
10.01 Payments to a Trustee
Upon, or in reasonable anticipation of, a Change in Control, as defined
in Section 10.02 below, the Senior Vice President, Human Resources and
Administration and the Senior Vice President, Finance, or either of them
or their successor, shall cause an amount, as they deem appropriate, to
be paid to a trustee on such terms as they shall deem appropriate
(including such terms as are appropriate to cause such payment not to be
a taxable event to Participants, if possible, and to cause such Awards
to be distributable to Participants in accordance with elections filed
with the Administrator). Such amount shall be paid in cash and shall be
sufficient, at a minimum, to equal to all deferred amounts credited to
the Interest Account, the Savings Plan Interest Account, the PPG Stock
Account and the Savings Plan PPG Stock Account. Amounts in the PPG
Stock Account and the Savings Plan PPG Stock Account, shall be converted
to cash on the basis of the fair market value of PPG Stock on the date
of the occurrence of the Change in Control, or, if higher, within 30
days of such date.
10.02 Definition: Change in Control
A "Change in Control" shall mean:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of either (i) the then
outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined voting
power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities").
For purposes of this subsection (a) the following acquisitions
shall not constitute a Change in Control:
Any acquisition directly from the Company;
Any acquisition by the Company;
Any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company; or
- Page 10.1 -
<PAGE>
Any acquisition by any corporation pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of paragraph (c) of this
Section 10.02.
(b) Individuals who, as of September 20, 1995, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any
individual becoming a director subsequent to such date whose
election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(c) Approval by the shareholders of the Company of a reorganization,
merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a "Business
Combination"), in each case, unless, following such Business
Combination:
(i) All or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting
from such Business Combination (including, without
limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of
the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of
the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be;
(ii) No Person (excluding any employee benefit plan (or related
trust) of the Company or such corporation resulting from
such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined
- Page 10.2 -
<PAGE>
voting power of the then outstanding voting securities of
such corporation except to the extent that such ownership
existed prior to the Business Combination; and
(iii) At least a majority of the members of the board of directors
of the corporation resulting from such Business Combination
were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
(d) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company; or
(e) A majority of the Board otherwise determines that a Change in
Control shall have occurred.
- Page 10.3 -
<PAGE>
Exhibit No. 5
PPG Industries, Inc.
One PPG Place Pittsburgh, Pennsylvania 15272 USA
Law Department
November 8, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: PPG Industries, Inc. Deferred Compensation Plan
To the Members of the Commission:
This opinion is submitted in connection with the Registration Statement
on Form S-8 (the "Registration Statement") being filed with the Securities and
Exchange Commission, under the Securities Act of 1933, as amended (the "Act"),
in respect of $50,000,000 of Deferred Compensation Obligations (the
"Obligations") and an undetermined number of shares of the Common Stock, par
value $1.66-2/3 per share (the "Shares"), of PPG Industries, Inc. (the
"Corporation") in connection with the PPG Industries, Inc. Deferred
Compensation Plan.
I am Senior Vice President and General Counsel of the Corporation and,
in that capacity, I, or lawyers in the Law Department of the Corporation
acting under my supervision, have examined the written documents constituting
the Plan and such other documents and corporate records as I, or they, have
deemed necessary or appropriate for the purposes of this opinion.
Based on the foregoing, I am of the opinion that all of such Obligations
and Shares, upon their issuance (or transfer in the case of Shares acquired by
the Corporation and held in its treasury) under the terms of the Plan and as
authorized by the Corporation's Board of Directors, will be legally issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. I also consent to a reference to me and this opinion
in the documents constituting a prospectus relating to the Plan and meeting
the requirements of the Act.
Very truly yours,
/s/ Guy A. Zoghby
Guy A. Zoghby
GAZ/dw
<PAGE>
Exhibit No. 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
PPG Industries, Inc. on Form S-8 of our report dated January 19, 1995
appearing in and incorporated by reference in the Annual Report on Form 10-K
of PPG Industries, Inc. for the year ended December 31, 1994.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
November 8, 1995
<PAGE>
Exhibit No. 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Deferred Compensation Plan)
I, ERROLL B. DAVIS, JR., a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, W. H. Hernandez, Guy A. Zoghby and H. Kennedy Linge, or any
one or more of them, my true and lawful attorneys or attorneys-in-fact, with
full power of substitution and revocation, to sign, in my name and on my
behalf as a Director of the Corporation, a Registration Statement to be filed
by the Corporation with the Securities and Exchange Commission (and any and
all amendments thereto, including post-effective amendments) for the purpose
of effecting the registration or deregistration, or maintaining the
effectiveness of the registration, under the Securities Act of 1933, as
amended, of Deferred Compensation Payment Obligations of the Corporation, and
an indeterminate number of shares of the Common Stock of the Corporation to be
distributed, or which may be distributed, under the PPG Industries, Inc.
Deferred Compensation Plan.
WITNESS my hand this 20th day of September, 1995.
/s/ Erroll B. Davis, Jr.
ERROLL B. DAVIS, JR.
<PAGE>
Exhibit No. 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Deferred Compensation Plan)
I, STANLEY C. GAULT, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, W. H. Hernandez, Guy A. Zoghby and H. Kennedy Linge, or any
one or more of them, my true and lawful attorneys or attorneys-in-fact, with
full power of substitution and revocation, to sign, in my name and on my
behalf as a Director of the Corporation, a Registration Statement to be filed
by the Corporation with the Securities and Exchange Commission (and any and
all amendments thereto, including post-effective amendments) for the purpose
of effecting the registration or deregistration, or maintaining the
effectiveness of the registration, under the Securities Act of 1933, as
amended, of Deferred Compensation Payment Obligations of the Corporation, and
an indeterminate number of shares of the Common Stock of the Corporation to be
distributed, or which may be distributed, under the PPG Industries, Inc.
Deferred Compensation Plan.
WITNESS my hand this 20th day of September, 1995.
/s/ Stanley C. Gault
STANLEY C. GAULT
<PAGE>
Exhibit No. 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Deferred Compensation Plan)
I, MICHELE J. HOOPER, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, W. H. Hernandez, Guy A. Zoghby and H. Kennedy Linge, or any
one or more of them, my true and lawful attorneys or attorneys-in-fact, with
full power of substitution and revocation, to sign, in my name and on my
behalf as a Director of the Corporation, a Registration Statement to be filed
by the Corporation with the Securities and Exchange Commission (and any and
all amendments thereto, including post-effective amendments) for the purpose
of effecting the registration or deregistration, or maintaining the
effectiveness of the registration, under the Securities Act of 1933, as
amended, of Deferred Compensation Payment Obligations of the Corporation, and
an indeterminate number of shares of the Common Stock of the Corporation to be
distributed, or which may be distributed, under the PPG Industries, Inc.
Deferred Compensation Plan.
WITNESS my hand this 20th day of September, 1995.
/s/ Michele J. Hooper
MICHELE J. HOOPER
<PAGE>
Exhibit No. 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Deferred Compensation Plan)
I, STEVEN C. MASON, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, W. H. Hernandez, Guy A. Zoghby and H. Kennedy Linge, or any
one or more of them, my true and lawful attorneys or attorneys-in-fact, with
full power of substitution and revocation, to sign, in my name and on my
behalf as a Director of the Corporation, a Registration Statement to be filed
by the Corporation with the Securities and Exchange Commission (and any and
all amendments thereto, including post-effective amendments) for the purpose
of effecting the registration or deregistration, or maintaining the
effectiveness of the registration, under the Securities Act of 1933, as
amended, of Deferred Compensation Payment Obligations of the Corporation, and
an indeterminate number of shares of the Common Stock of the Corporation to be
distributed, or which may be distributed, under the PPG Industries, Inc.
Deferred Compensation Plan.
WITNESS my hand this 20th day of September, 1995.
/s/ Steven C. Mason
STEVEN C. MASON
<PAGE>
Exhibit No. 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Deferred Compensation Plan)
I, HAROLD A. MCINNES, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, W. H. Hernandez, Guy A. Zoghby and H. Kennedy Linge, or any
one or more of them, my true and lawful attorneys or attorneys-in-fact, with
full power of substitution and revocation, to sign, in my name and on my
behalf as a Director of the Corporation, a Registration Statement to be filed
by the Corporation with the Securities and Exchange Commission (and any and
all amendments thereto, including post-effective amendments) for the purpose
of effecting the registration or deregistration, or maintaining the
effectiveness of the registration, under the Securities Act of 1933, as
amended, of Deferred Compensation Payment Obligations of the Corporation, and
an indeterminate number of shares of the Common Stock of the Corporation to be
distributed, or which may be distributed, under the PPG Industries, Inc.
Deferred Compensation Plan.
WITNESS my hand this 20th day of September, 1995.
/s/ Harold A. McInnes
HAROLD A. MCINNES
<PAGE>
Exhibit No. 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Deferred Compensation Plan)
I, ROBERT MEHRABIAN, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, W. H. Hernandez, Guy A. Zoghby and H. Kennedy Linge, or any
one or more of them, my true and lawful attorneys or attorneys-in-fact, with
full power of substitution and revocation, to sign, in my name and on my
behalf as a Director of the Corporation, a Registration Statement to be filed
by the Corporation with the Securities and Exchange Commission (and any and
all amendments thereto, including post-effective amendments) for the purpose
of effecting the registration or deregistration, or maintaining the
effectiveness of the registration, under the Securities Act of 1933, as
amended, of Deferred Compensation Payment Obligations of the Corporation, and
an indeterminate number of shares of the Common Stock of the Corporation to be
distributed, or which may be distributed, under the PPG Industries, Inc.
Deferred Compensation Plan.
WITNESS my hand this 20th day of September, 1995.
/s/ Robert Mehrabian
ROBERT MEHRABIAN
<PAGE>
Exhibit No. 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Deferred Compensation Plan)
I, VINCENT A. SARNI, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, W. H. Hernandez, Guy A. Zoghby and H. Kennedy Linge, or any
one or more of them, my true and lawful attorneys or attorneys-in-fact, with
full power of substitution and revocation, to sign, in my name and on my
behalf as a Director of the Corporation, a Registration Statement to be filed
by the Corporation with the Securities and Exchange Commission (and any and
all amendments thereto, including post-effective amendments) for the purpose
of effecting the registration or deregistration, or maintaining the
effectiveness of the registration, under the Securities Act of 1933, as
amended, of Deferred Compensation Payment Obligations of the Corporation, and
an indeterminate number of shares of the Common Stock of the Corporation to be
distributed, or which may be distributed, under the PPG Industries, Inc.
Deferred Compensation Plan.
WITNESS my hand this 20th day of September, 1995.
/s/ Vincent A. Sarni
VINCENT A. SARNI
<PAGE>
Exhibit No. 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Deferred Compensation Plan)
I, DAVID G. VICE, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, W. H. Hernandez, Guy A. Zoghby and H. Kennedy Linge, or any
one or more of them, my true and lawful attorneys or attorneys-in-fact, with
full power of substitution and revocation, to sign, in my name and on my
behalf as a Director of the Corporation, a Registration Statement to be filed
by the Corporation with the Securities and Exchange Commission (and any and
all amendments thereto, including post-effective amendments) for the purpose
of effecting the registration or deregistration, or maintaining the
effectiveness of the registration, under the Securities Act of 1933, as
amended, of Deferred Compensation Payment Obligations of the Corporation, and
an indeterminate number of shares of the Common Stock of the Corporation to be
distributed, or which may be distributed, under the PPG Industries, Inc.
Deferred Compensation Plan.
WITNESS my hand this 20th day of September, 1995.
/s/ David G. Vice
DAVID G. VICE
<PAGE>
Exhibit No. 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(Deferred Compensation Plan)
I, DAVID R. WHITWAM, a Director of PPG Industries, Inc. (the
"Corporation"), a Pennsylvania corporation, hereby constitute and appoint
Jerry E. Dempsey, W. H. Hernandez, Guy A. Zoghby and H. Kennedy Linge, or any
one or more of them, my true and lawful attorneys or attorneys-in-fact, with
full power of substitution and revocation, to sign, in my name and on my
behalf as a Director of the Corporation, a Registration Statement to be filed
by the Corporation with the Securities and Exchange Commission (and any and
all amendments thereto, including post-effective amendments) for the purpose
of effecting the registration or deregistration, or maintaining the
effectiveness of the registration, under the Securities Act of 1933, as
amended, of Deferred Compensation Payment Obligations of the Corporation, and
an indeterminate number of shares of the Common Stock of the Corporation to be
distributed, or which may be distributed, under the PPG Industries, Inc.
Deferred Compensation Plan.
WITNESS my hand this 20th day of September, 1995.
/s/ David R. Whitwam
DAVID R. WHITWAM
