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                                                                    Exhibit 10.1
                             PPG INDUSTRIES, INC.
                             --------------------

                   DEFERRED COMPENSATION PLAN FOR DIRECTORS
                   ----------------------------------------


1.  Purpose
    -------

    The purpose of the PPG Industries, Inc. Deferred Compensation Plan for
    Directors (the "Plan") is to offer each non-employee member of the Board of
    Directors of PPG Industries, Inc. (the "Corporation") the opportunity to
    defer receipt of the compensation to be earned for services as a director of
    the Corporation until after termination of service as a director.

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

    (a)  "Account" or "Accounts" means one or more of the Stock Account or
         the Capital Enhancement Account maintained for a Participant.
    
    (b)  "Beneficiary" means the person or entity designated by the
         Participant or the Participant's legal representative as provided
         under Section 7(b).
    
    (c)  "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 to it all or
         any part of his or her Compensation.
    
    (d)  "Committee" means the Officers-Directors Compensation Committee
         (or any successor) of the Board of Directors of the Company.
    
    (e)  "Common Stock" means the common stock, par value $1.66 2/3 per
         share, of the Corporation.

    (f)  "Common Stock Unit" means a hypothetical share of Common Stock.
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    (g)  "Compensation" means a Participant's retainer and meeting fees
         earned for services as a director and as chairman or a member of a
         committee of the Board of Directors.
    
    (h)  "Dividend Equivalents" means an additional number of Common Stock
         Units the Corporation shall credit to each Stock Account as of each
         dividend payment date declared with respect to the Corporation's
         Common Stock.  The additional number of Common Stock Units to be
         credited to each Stock Account shall be equal to:
    
         (1)  the product of (i) the dividend per share of the Common Stock
              which is payable as of the dividend payment date, multiplied by
              (ii) the number of whole Common Stock Units credited to the Stock
              Account as of the applicable dividend record date;

    DIVIDED BY
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         (2)  the closing price of a share of the Common Stock on the
              dividend payment date (or if such stock was not traded on that
              date, on the next preceding date on which it was traded), as
              reported in the New York Stock Exchange Composite Transactions.

    (i)  "Participant" means an eligible director who participates in the
          Plan.

    (j)  "Stock Account" means a bookkeeping account maintained for a
         Participant who elects to defer to it all or any part of his or her
         Compensation and to which Common Stock Units and Dividend Equivalents
         are credited.

3.  Eligibility
    -----------

    All directors of the Corporation who are not at the time also serving as
    salaried employees of the Corporation are eligible to participate in the
    Plan.

4.  Deferral of Compensation
    ------------------------

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    (a) Each Participant shall have such Compensation as the Board of
        Directors mandates deferred under the Plan and credited to the Stock
        Account.  In addition, each Participant may elect to have additional
        Compensation deferred under the Plan and credited to the Stock Account
        and/or, as permitted by the Committee, the Capital Enhancement
        Account.

    (b) Subject to any rules, regulations, procedures or resolutions
        adopted by the Committee, an election to defer shall be made in
        writing prior to the start of the calendar year for which it is to
        become effective and shall be effective upon filing with the Secretary
        of the Corporation, provided however that in the first calendar year
        in which an individual becomes a director, an election to defer may be
        made as to the remainder of such year, provided that the election is
        filed with the Secretary within thirty (30) days of the individual's
        appointment to the Board.  Once deferral has been elected and filed
        with the Secretary of the Corporation, it shall become irrevocable for
        the next succeeding calendar year and, unless revoked in writing or
        superseded by a new election effective for calendar years after the
        year in which such revocation or new election is executed, shall
        continue in effect for each calendar year thereafter.

    (c) Deferred amounts shall be credited on the books of the Corporation
        to an account in the name of the Participant on the same date that it
        would otherwise be payable and shall thereafter be paid from the general
        funds of the Corporation. No assets of the Corporation shall be
        segregated or earmarked in respect to any amounts credited to the
        Accounts of Participants and all such amounts shall constitute unsecured
        contractual obligations of the Corporation.

    (d) The number of Common Stock Units to be credited to the Stock
        Account of a Participant shall be equal to the quotient obtained
        by dividing the unpaid deferred amount to be credited to the
        Stock Account by the closing price of a share of the Common
        Stock on the date on which such deferred amount is credited on
        the books of the Corporation (or if such stock was not traded on
        that date, on the next preceding date on which it was traded), as
        reported on the New York Stock Exchange Composite
        Transactions. Dividend Equivalents shall be credited to each

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        Stock Account as of each dividend payment date declared with
        respect to the Corporation's Common Stock.

    (e) Interest equivalents in respect to unpaid deferred amounts credited to
        the Capital Enhancement Account shall be credited at the same interest
        rate, and in the same manner, as interest equivalents are credited to
        the Capital Enhancement Account under the PPG Industries, Inc. Incentive
        Compensation and Deferred Income Plan for Key Employees; provided,
        however, that (i) pre-retirement death benefits as a multiple of amounts
        deferred thereunder and (ii) reduction of the rate of interest
        equivalents in case of termination of service prior to age 62, shall not
        apply to amounts deferred hereunder.

    (f) The sum of each Participant's deferrals of Compensation under Section
        4(a), to his Capital Enhancement Account shall be not less than such
        minimum, and not more than such maximum, as the Committee shall specify.

5.  Payment of Deferred Amounts
    ---------------------------

    (a) Payments from the Stock Account and the Capital Enhancement
        Account shall be made in the form of cash.

    (b) Subject to Section 5(d) and Section 5(f), a Participant may elect
        to have the amount deferred paid in from one to 15 annual installments
        after he or she shall cease to be a director of the Corporation.

        Such installment(s) shall commence upon or following

        (i)    a specified date;
        (ii)   an event certain;
        (iii)  the earlier of a specified date or an event certain.

        Installments shall continue to be payable as soon as practicable
        after the first day of January of each year thereafter.

        Subject to Sections 5(d), 5(e) and 5(f), payment of deferred amounts
        shall commence no later than January of the first calendar year which
        is the later of:

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         (i) the year following attainment of age seventy (or such other
             age as may supersede the age referred to in Section 403(f)(3) of
             Title 42 United States Code); or

        (ii) the year following such Participant's retirement.

        Where deferred amounts, interest equivalents and Dividend Equivalents
        are payable in installments, the amount of each installment will be
        calculated such as to provide approximately equal distributions over the
        period designated. Notwithstanding the foregoing, no installment may be
        in an amount less than $1,000, and, if and to the extent necessary,
        installments shall be accelerated so as to provide for such minimum
        installment(s). In calculating the amount of each installment, the
        amount in the Participant's Stock Account shall be calculated by
        multiplying the number of Common Stock Units in the Participant's Stock
        Account on date of such payment by the average closing price of the
        Common Stock in the New York Stock Exchange Composite Transactions for
        the 5 trading days for which such price is available immediately
        preceding the date of payment.

    (c) Death or Disability
        -------------------

        (i)  Subject to Section 5(f), in the event of the death or disability of
             a Participant either while serving as a director of the Corporation
             or prior to the commencement of any payments hereunder, any amount
             due under the Plan shall be paid in a lump sum to the Participant's
             beneficiary, or in the case of disability, to the Participant, as
             soon as practicable after the death or disability.

        (ii) Subject to Section 5(f), in the event of the death or disability of
             a Participant on or after the commencement of installment payments,
             in accordance with Section 5(b), payments shall continue to paid to
             the Participant's beneficiary, or in the case of disability, to the
             Participant, in accordance with the election made by the
             Participant in accordance with Section 5(b); provided, however,
             that the Secretary of the Committee shall have the power to
             accelerate the payment of any installment(s) because of

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              hardship or other circumstances deemed by him, in his discretion,
              to warrant such acceleration.

    (d)  Payment Elections
         -----------------

         Any prior election as to the number of installments made by a
         Participant who is serving as a director of the Corporation on February
         19, 1992 shall be null and void.

         Subject to Section 5(f), a Participant may elect the number and the
         date or event for the commencement of installment payments in
         accordance with the following:

         (i)  Such elections must be made at least six months and ten days
              prior to the first payment date; and

         (ii) In all cases, the elections must be made in the calendar
              year preceding the first payment date.

    (e) Notwithstanding any other provision of this Plan, the first
        installment to a Participant shall not be paid until six months and
        ten days after the Participant shall cease to be a director of the
        Corporation.

    (f) Notwithstanding any other provision of this Plan, any Participant
        who, pursuant to any income tax laws to which he or she is subject,
        would be immediately taxed on any Compensation that the Board of
        Directors mandates shall be deferred may not elect the number and the
                                                 ---                         
        date or event for the commencement of payments under the Plan.
        Instead, the payment of all benefits to such Participant (including
        any Dividend Equivalents from the Plan) resulting from the mandatory
        deferrals shall occur as a lump sum payment on the first business day
        which is 6 months and 10 days after the Participant's last day as a
        member of the Board. In the event of such Participant's death prior to
        receipt of the benefits, the Participant's Beneficiary shall be paid the
        benefits on the first business day which is 6 months and 10 days after
        the Participant's last day as a member of the Board.

6.  Change in Control
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    (a) Upon, or in reasonable anticipation of, a Change in Control (as defined
        below), the Corporation shall immediately make a payment in cash to a
        trustee on such terms as the Senior Vice President, Human Resources and
        Administration, and the Senior Vice President, Finance, or either of
        them, shall deem appropriate (including such terms as are appropriate to
        cause such payment, if possible, not to be a taxable event to
        Participants) of a sufficient amount to insure that Participants receive
        the payment of all amounts as contemplated under the Plan.

    (b) Except as regards Section 6(c)(v), the Committee shall have the duty and
        the authority to make the determination as to whether a Change in
        Control has occurred, or is reasonably to be anticipated, and,
        concomitantly, to direct the making of the payment contemplated herein.

    (c) A "Change in Control" shall mean:

        (i)   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 (x) the then
              outstanding shares of common stock of the Company (the
              "Outstanding Company Common Stock") or (y) 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"); provided, however, that
              for purposes of this subsection (i), the following acquisitions
              shall not constitute a Change in Control: (a) any acquisition
              directly from the Company, (b) any acquisition by the Company, (c)
              any acquisition by any employee benefit plan (or related trust)
              sponsored or maintained by the Company or any corporation
              controlled by the Company or (d) any acquisition by any
              corporation pursuant to a transaction which complies with clauses
              (a), (b) and (c) of subsection (iii) of this Section 6(c); or

        (ii)  Individuals who, as of the date hereof, constitute the
              Board (the "Incumbent Board") cease for any reason to constitute

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              at least a majority of the Board; provided, however, that any
              individual becoming a director subsequent to the date hereof 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

        (iii) 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, (a) 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, (b) 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

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              common stock of the corporation resulting from such Business
              Combination or the combined voting power of the then outstanding
              voting securities of such corporation except to the extent that
              such ownership existed prior to the Business Combination and (c)
              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

        (iv)  Approval by the shareholders of the Company of a
              complete liquidation or dissolution of the Company; or

        (v)   A majority of the Board otherwise determines that a Change
              in Control shall have occurred.

7.  General Provisions
    ------------------

    (a) Either the Board of Directors of the Corporation or the Committee
        may modify or amend the Plan, in whole or in part, from time to time,
        or terminate the Plan at any time, without the consent of any
        Participant or Beneficiary of any Participant; provided, however, that
        any modification, amendment or termination shall be of general
        application to all Participants and Beneficiaries and shall not,
        without the consent of the Participant or, in the event of his death,
        the Participant's Beneficiary or estate adversely affect (i) any
        amount theretofore deferred or credited to the Participant's
        Account(s) or (ii) the right of the Participant to receive all amounts
        theretofore credited to the Participant's Account(s), as of the date
        of such modification, amendment or termination; and provided further
        that any modification, amendment or termination that would materially
        increase or accelerate the payment of any amount under the Plan shall
        be approved by the Board of Directors.  The Plan shall remain in
        effect until terminated pursuant to this paragraph.

    (b) No rights under the Plan may be transferred or assigned except that a
        Participant may designate, in writing filed with the Secretary of the
        Corporation, his spouse or children, a trustee or his or her executor or
        executrix as Beneficiary to receive any

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        unpaid amounts under the Plan after the death of the Participant. In the
        absence of any such designation or in the event that the designated
        person or entity shall not be in existence at the time a payment under
        the Plan comes due, the Beneficiary of the Participant shall be the
        Participant's legal representative.

    (c) The Committee shall have full power to administer and interpret
        the Plan and to adopt such rules, regulations, procedures and
        resolutions consistent with the terms of the Plan as the Committee deems
        necessary or advisable to carry out the terms of the Plan.

    (d) The place of administration of the Plan shall be conclusively
        deemed to be within the Commonwealth of Pennsylvania, and the
        validity, construction, interpretation and administration of the Plan,
        and of any determinations or decisions made thereunder, and the rights
        of any and all persons having or claiming to have any interest therein
        or thereunder, shall be governed by, and determined exclusively and
        solely in accordance with, the internal laws of the Commonwealth of
        Pennsylvania.


                                              As Amended -- December 14, 1995

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