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                                                                   Exhibit 10.3

                              PPG INDUSTRIES, INC.
                      INCENTIVE COMPENSATION AND DEFERRED
                         INCOME PLAN FOR KEY EMPLOYEES
                         -----------------------------


1.  Purposes of the Plan
    --------------------

    The purposes of the PPG Industries, Inc. Incentive Compensation and Deferred
    Income Plan for Key Employees (the "Plan") are to provide incentive to those
    key employees of PPG Industries, Inc. (the "Company") and its Subsidiaries
    who contribute the most to the growth and profitability of the Company and
    its Subsidiaries and to encourage such key employees to continue as
    employees of the Company and its Subsidiaries by making their compensation
    competitive with compensation opportunities in competing industries.

2.  Definitions
    -----------

    (a)  "Administrator" means an officer or officers of the Company appointed
         by the Committee to administer and interpret the Plan as to such
         matters as the Committee may permit.

    (b)   "Award" means a grant of incentive compensation.

    (c)  "Beneficiary" means the spouse or children of a Participant, the
         executor of a Participant's estate, or a trustee.

    (d)  "Capital Enhancement Account" means a bookkeeping account or accounts
         maintained for a Participant who, for such period or periods as the
         Committee may establish or permit, elects to defer all or any part of
         an Award in the form of cash or Salary as provided in Sections 6 and 7,
         and/or elects to transfer all or any portion of his Interest Account
         and unrestricted parts of his PPG Stock Account as provided in Section
         8.

    (e)  "Committee" means the Officers-Directors Compensation Committee (or any
         successor) of the Board of Directors of the Company.

    (f)  "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 next following the last day of the year to
         which the Award from which the amount to be converted relates.



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    (g)  "Employee" means any full-time employee (including any officer) of the
         Company or any of its Subsidiaries.

    (h)  "Interest Account" means a bookkeeping account maintained for a
         Participant who elects to defer all or any part of an Award in the form
         of cash as provided in Section 6.

    (i)  "Participant" means an Employee selected or approved to receive an
         Award.

    (j)  "Pre-tax Earnings" means the consolidated earnings of the Company and
         its consolidated Subsidiaries and equity affiliates before the
         deduction of income taxes, minority interest and the amount to be set
         aside in the Reserve as provided in Section 4.  The Reserve shall not
         be adjusted for any restatements of prior years' earnings.

    (k)  "PPG Stock" means the Common Stock of the Company.

    (l)  "PPG Stock Account" means a bookkeeping account maintained for a
         Participant who elects to defer all or any part of an Award in the form
         of shares of PPG Stock as provided in Section 6.

    (m)  "Reserve" means the aggregate of the amounts available for the making
         of Awards as provided in Section 4.

    (n)  "Salary" means the regular base salary to be paid to a Participant by
         the Company or a Subsidiary.

    (o)  "Stock Account Share" means a bookkeeping unit which is equivalent to
         one share of PPG Stock.

    (p)  "Subsidiary" means any corporation, fifty percent (50%) or more of the
         outstanding voting stock or voting power of which 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.

3.  Administration of the Plan
    --------------------------

    The Committee shall have full power to administer and interpret the Plan and
    to adopt such rules and regulations consistent with the terms of the Plan as
    it deems necessary or advisable in order to carry out the provisions of the
    Plan.  The Committee may appoint an Administrator of the Plan and delegate

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    to such Administrator power to administer and interpret the Plan as to such
    matters as the Committee may permit.  The  administration and interpretation
    of the Plan by the Committee, or an Administrator acting as to such matters
    as the Committee may permit, and any Awards made by the Committee under the
    Plan shall be conclusive and binding on all persons, including the Company,
    its shareholders and Participants.  No member of the Committee shall be
    eligible to participate in the Plan.

4.  The Reserve
    -----------

    For the purpose of establishing a Reserve, an amount shall be set aside each
    year to be calculated as follows:  (1)  multiply consolidated shareholders'
    equity as of the beginning of the year by 12%; (2) subtract the result of
    step (1) from Pre-tax Earnings for the year; (3) multiply the result of step
    2 by 5%.  In no event, however, may the amount set aside exceed 20% of the
    cash dividends paid on PPG Stock during the year.  Shareholders' equity
    shall be exclusive of the aggregate par or stated value of preferred stock
    outstanding, if any, and of any unpaid cumulative dividends thereon.

    The Reserve shall be reduced by the amount of all Awards, including any
    deferred amounts, first from the amount, if any, set aside for the year to
    which the Awards relate and then from the amounts which have been in the
    Reserve for the longest period of time.  Unawarded amounts set aside prior
    to the fourth preceding year shall be automatically released from the
    Reserve and returned to income.  The Reserve shall not be reduced by
    interest or dividend equivalents on deferred amounts, dividends paid on
    restricted shares, negative amounts resulting from the calculation of the
    amount to be set aside each year, or the expenses of administering the Plan.

5.  Awards
    ------

    The Committee shall determine or approve (a) the Participants, (b) the
    maximum amount of all Awards to all Participants, and (c) the amount and the
    form of the Award to each Participant.  The Committee may delegate to
    another person or persons the authority to determine (a) Participants, other
    than Participants who are subject to Section 16 of the Securities Exchange
    Act of 1934, and (b) the amount of Awards to such Participants not subject
    to Section 16.  Awards may be made only from the Reserve.  The Committee is
    under no obligation, however, to make Awards, or, if Awards are made, to
    award the total amount set aside in the Reserve each year.  Awards may be
    made in the form of cash, shares of PPG Stock, or a combination of both.  If
    all or any part of an Award is made in the form of shares of PPG Stock, the
    number of such shares, unless specified, shall be determined by applying the
    Conversion Formula to the amount awarded in the form of such shares.

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    Fractional shares shall be paid in the form of cash.  If the number of such
    shares is specified, the Reserve shall be reduced on account of such shares
    by an amount determined by applying the Conversion Formula in reverse.  As
    to shares of PPG Stock which constitute all or any part of an Award, the
    Committee may impose such restrictions concerning their transferability
    and/or such provisions concerning their forfeitability as are provided for
    in Section 12.  Except for deferrals as provided for in Section 6, the
    payment of Awards shall be made to Participants not later than the end of
    the first calendar quarter following the end of the year to which the Awards
    relate.

    The Committee may, not later than the last day of the year to which the
    Awards relate, make an allocation (on the basis of estimates of the amount
    to be set aside in the Reserve for such year and unawarded amounts in the
    Reserve) to a group of Employees without determining the amounts to be
    allocated to individuals in such group and such allocation shall create a
    legal obligation upon the Company to pay such amount to the individuals
    comprising such group.

6.  Deferral of Awards
    ------------------

    At such times as the Committee or, if permitted by the Committee, an
    Administrator, may prescribe, each prospective Participant, or such
    prospective Participants as the Committee deems appropriate, may be given an
    opportunity to make an irrevocable election to (a) defer the payment of all
    or any part of an Award which may be made to him, (b) designate whether such
    deferred amount is to be credited to the Interest Account, the PPG Stock
    Account, or a combination of both, or, if permitted by the Committee and
    subject to the limits of Section 10, the Capital Enhancement Account, except
    that deferrals of an Award, or a portion of an Award, made in the form of
    shares of PPG Stock may be credited only to the PPG Stock Account (subject
    to such subsequent transfer as may be permitted by the Committee), and (c)
    specify whether such deferred amount is to be paid in a lump sum or in
    installments (and, if in installments, specify the number and intervals of
    installments), the date on which such lump sum is to be paid or such
    installments are to commence, and the alternatives, if any, to such
    specifications.  The Committee or, if permitted by the Committee, an
    Administrator, may adopt such rules and regulations governing such
    deferrals, designations and specifications as it deems appropriate.

    Deferred amounts credited to the Interest Account shall accrue interest
    equivalents at such rates as the Committee shall, from time to time, deem
    appropriate.

    Deferred amounts credited to the PPG Stock Account shall be credited in the
    form of Stock Account Shares, the number of which shall be determined by
    applying the Conversion Formula to such amounts.  Participants shall not
    receive cash dividends or have voting or other shareholders' rights as to

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    Stock Account Shares.  Stock Account Shares, however, 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.

    Deferred amounts credited to a Participant's Capital Enhancement Account
    shall accrue interest equivalents at such rates as the Committee shall, from
    time to time, deem appropriate.

    Payments from the Interest Account and the Capital Enhancement Account shall
    be made in the form of cash and payments from the PPG Stock Account shall be
    made, as to whole Stock Account Shares, in the form of shares of PPG Stock
    on the basis of one share for each whole Stock Account Share and, as to
    fractional Stock Account Shares, in the form of cash.

7.  Deferrals of Salary to Capital Enhancement Account
    --------------------------------------------------

    Subject to the limits of Section 10, each prospective Participant, or such
    prospective Participant as the Committee deems appropriate, may be given an
    opportunity to make an irrevocable election to (a) defer payment of all or
    any part of Salary, to be credited to the Capital Enhancement Account, and
    (b) specify whether such deferred amount is to be paid in a lump sum or in
    installments (and, if in installments, specify the number and intervals),
    the date on which such lump sum is to be paid or such installments are to
    commence, and the alternatives, if any, to such specifications.  The
    Committee or, if permitted by the Committee, an Administrator, may adopt
    such rules and regulations governing such deferrals and specifications as it
    deems appropriate.

    Interest equivalents shall be credited on amounts of Salary deferred to the
    Capital Enhancement Account at the same rate as on amounts of Awards
    deferred or transferred to the Capital Enhancement Account under Section 6
    or Section 8, respectively.  Payments from the Capital Enhancement Account
    shall be made in the form of cash.

8.  Transfers of Prior Deferrals
    ----------------------------

    Subject to the limits of Section 10, and except that in no event may all or
    any part of an Award made in the form of shares of PPG Stock be transferred,
    transfers of deferred amounts may be made as may be permitted by the
    Committee.


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9.  Pre-Retirement Death Benefit
    ----------------------------

    If a Participant dies prior to retirement, the Company shall pay to his
    designated Beneficiary a death benefit equal to the sum of the Participant's
    Interest Account, PPG Stock Account, and either (a) the Participant's
    accumulated Capital Enhancement Account balance (if any), or (b) if it is a
    greater amount (and at the time of his enrollment in the Capital Enhancement
    Account the Participant provides evidence of his insurability, and the
    Participant dies prior to age 65) the amount which is a multiple of the
    amounts (or certain amounts as specified, or permitted to be specified, by
    the Committee) deferred (if any, and not including interest equivalents
    credited to the Account) by the Participant and credited to the Capital
    Enhancement Account, in accordance with a table of death benefit multiples
    adopted by the Committee or, if permitted by the Committee, an
    Administrator, from time to time.

10. Limits on Capital Enhancement Account
    -------------------------------------

    The sum of each Participant's deferrals of Awards under Section 6, deferrals
    of Salary under Section 7, and transfer of prior deferrals under Section 8,
    to the Capital Enhancement Account shall be not less than such minimum, and
    not more than such maximum, as the Committee or, if permitted by the
    Committee, an Administrator, shall specify in rules and regulations.

11. General Provisions for All Deferrals
    ------------------------------------

    Each Participant may designate a Beneficiary to receive payments due under
    the Plan in the event of such Participant's death.  In the absence of such a
    designation or if such Beneficiary does not survive the Participant,
    payments due under the Plan shall be made to such Participant's estate.  No
    Beneficiary shall be entitled to any payment to which the Participant would
    not have been entitled. Except as provided herein, no interest or right of
    any person under the Plan shall be subject to attachment, execution,
    garnishment or any other legal, equitable or other process, and no person
    shall have any power to encumber, sell, alienate, or otherwise dispose of
    any interest or right such person may have under the Plan, prior to actual
    payment to and receipt thereby by such person, nor shall the Administrator
    recognize any assignment in derogation of the foregoing.  The preceding
    sentence does not apply (a) to the extent of a designation of a Beneficiary,
    or (b) in the absence of such a designation or if such Beneficiary does not
    survive the Participant, to a transfer by will or under the laws of descent
    and distribution or (c) 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) or any successor section of the
    Internal Revenue Code.  The Administrator is authorized to adopt such
    procedural and

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    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, as set forth in the provisions of the Plan, but shall not be limited
    by the express provisions of the Plan except as may be necessary to preserve
    the exemption for securities issued in connection with the Plan from Section
    16(b) of the Securities Exchange Act of 1934 under rules promulgated by the
    Securities and Exchange Commission.


    No assets of the Company or any of its Subsidiaries shall be segregated
    with respect to any deferred amounts and all such amounts shall constitute
    unsecured contractual obligations of the Company and its Subsidiaries.

    In the event of any change in the outstanding shares of PPG Stock, or in
    the number thereof, by reason of any stock dividend or split,
    recapitalization, reorganization, merger, consolidation, combination, sale
    of assets, exchange of shares, spin-off or similar change, unless the
    Committee shall determine otherwise, a corresponding change shall be made
    in the Stock Account Shares, or the number thereof, credited to a
    Participant (including those attributable to dividend equivalents), and any
    such change shall be conclusive and binding for all purposes.

12. Restricted Shares of PPG Stock
    ------------------------------

    The Committee may, on such terms as it deems appropriate, restrict the
    transferability of all or any number of such shares as constitute all or any
    part of an Award to installments over periods not exceeding five years
    and/or provide for the forfeitability of all or any number of such shares
    over a period not exceeding five years.  During the period of restriction as
    to transferability and/or provision as to forfeitability, Participants shall
    receive dividends and have voting and other shareholders' rights as to such
    shares.

13. Change in Control
    -----------------

    Notwithstanding any other provision of the Plan, the Committee shall provide
    that upon the occurrence of specified contingent events related to a change
    in control of the Company (a) Awards as to a period of time of less than a
    full year may be made on such basis as the Committee may prescribe, and then
    paid to a trustee or otherwise in such form and on such terms as the
    Committee may prescribe or permit and (b) all deferred amounts credited to
    the PPG Stock Account shall be converted to cash on such basis as the
    Committee may prescribe and then, together with an amount representing all
    deferred amounts credited to the Capital Enhancement Account and the

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    Interest Account, paid to a trustee or otherwise in such form and on such
    terms as the Committee may prescribe or permit.

14. Miscellaneous Provisions
    ------------------------

    (a)  Neither the Plan nor any action taken thereunder shall be construed as
         giving any Participant or prospective Participant any right to be
         retained in the employ of the Company or a Subsidiary, or as giving a
         Participant any right to continue to be granted Awards.

    (b)  The expenses of administering the Plan shall be borne, and the interest
         and dividend equivalents paid by, the Company.

    (c)  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.

    (d)  The Plan shall be construed under the internal substantive laws of the
         Commonwealth of Pennsylvania.

15. Amendment, Suspension and Termination
    -------------------------------------

    Either the Board of Directors or the Committee may amend, suspend, or
    terminate the Plan, whole or in part, at any time, but no amendment may,
    without shareholder approval, increase the percentage of Pre-tax Earnings to
    be set aside in the Reserve each year or extend the period of time after
    which unawarded amounts are automatically released from the Reserve and
    returned to income.

16. Effective Date
    --------------

    The Plan, as amended and restated herein, shall be effective as of October
    14, 1987.



                                                             As Amended 02/15/95





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