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                                                                   Exhibit 10.2
 
                              PPG INDUSTRIES, INC.
                          DIRECTORS' COMMON STOCK PLAN
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1.   PURPOSE.  The purpose of this Plan is to align the financial interests of
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     the Company's shareholders with those of its Non-Employee Directors by
     providing such Directors with compensation in the form of Company Common
     Stock Equivalents.

2.   DEFINITIONS.
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     "Account" means the account maintained for each Non-Employee Director to
     which Common Stock Equivalents and Dividend Equivalents are credited.

     "Annual Contribution" means the Common Stock Equivalents credited to an
     Account each year under Section 4.1.

     "Board" means the Board of Directors of the Company.

     "Change in Control" has the same meaning as given to that term in the PPG
     Industries, Inc. Deferred Compensation Plan for Directors, as such plan may
     be amended from time to time.

     "Committee" means the Officers-Directors Compensation Committee of the
     Board.

     "Common Stock" means the common stock, par value $1.66 2/3 per share, of
     the Company.

     "Common Stock Equivalent" means a hypothetical share of Common Stock.

     "Company" means PPG Industries, Inc.

     "Dividend Equivalent" means an additional number of Common Stock
     Equivalents the Company shall credit to each Account as of each dividend
     payment date declared with respect to the Company's Common Stock.  The
     additional number of Common Stock Equivalents to be credited to each
     Account shall be equal to:
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          (a)  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 Equivalents credited to the
               Account as of the applicable dividend record date;

                                   DIVIDED BY
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          (b)  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.

     "Eligible Spouse" means the spouse who is legally married to a Participant
     at the time of his or her death.

     "Non-Employee Director" means a director of the Company who is not a
     present or former employee of the Company or any of its subsidiaries.

     "Participant" means a Non-Employee Director who has become eligible to
     receive benefits under this Plan.  A Non-Employee Director becomes a
     Participant when he or she (1) resigns from the Board and (2) attains 70
     years of age; provided however, that the Committee may waive the
     requirement that the Participant attain 70 years of age.

     "Plan" means the PPG Industries, Inc. Directors' Common Stock Plan.

     "Retainer" means the base annual retainer fee paid to each Non-Employee
     Director by the Company.  It does not include committee retainer fees,
     meeting attendance fees, committee chairperson's retainer fees or any other
     compensation other than the base annual retainer fee.

     "Service" means the period of time a Non-Employee Director serves on the
     Board.

3.   EFFECTIVE DATE.  This Plan shall be effective on and after January 1, 1988.
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4.   CREDITING ACCOUNTS.
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4.1  Commencing in the year 1988, each year on the day following the Annual
     Meeting of Shareholders of the Company, the Company shall credit the
     Account of each Non-Employee Director who serves on the Board on that day
     with the number of Common Stock Equivalents determined by dividing one-half
     of such Director's Retainer by the average closing price of the Common
     Stock in the New York Stock Exchange Composite Transactions during the 5
     days for which such price is available immediately preceding such day of
     crediting.  No more than 10 such Annual Contributions shall be made to each
     Account and the total number of such Annual Contributions to an Account
     under this Section 4.1 plus the number which is multiplied by $10,000 to
     determine the amount credited to the Account under Section 4.2 will not
     exceed 10.

4.2  On the day following the 1988 Annual Meeting of Shareholders of the
     Company, the Company shall credit the Account of each Non-Employee Director
     who is age 61 or older on that date with the number of Common Stock
     Equivalents determined by (1) multiplying $10,000 times his or her number
     of full fiscal years of Service, but such number of full fiscal years of
     Service shall not exceed the number determined by subtracting 60 from the
     Non-Employee Director's age on the day immediately following the 1988
     Annual Meeting of Shareholders and (2) then dividing that amount by the
     average closing price of the Common Stock in the New York Stock Exchange
     Composite Transactions during the 5 days for which such price is available
     immediately preceding such day.

5.   PAYMENTS OF BENEFITS.
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5.1  Only Participants or Eligible Spouses will receive benefits under this
     Plan.  Except as set forth in Section 5.4, the Account of a Non-Employee
     Director will be forfeited if he or she does not become a Participant.

5.2  Benefits will be paid in annual installments each year on May 1 (or on
     the next business day if May 1 is not a business day) commencing the
     first May 1 the Participant is eligible to receive benefits; provided,
     however, that the first payment to a Participant shall not be made until
     6 months and 10 days after the Participant ceases to be a
     Non-Employee Director. The number of annual installments paid to

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     each Participant shall be equal to his or her number of full fiscal years
     of Service, but shall not exceed 10 annual installments. The number of
     Common Stock Equivalents attributable to each installment shall be equal to
     the whole number obtained by dividing the number of Common Stock
     Equivalents then credited to the Participant's Account by the number of
     unpaid installments. Common Stock Equivalents with respect to which payment
     has not yet occurred shall continue to be credited with Dividend
     Equivalents. As of the date on which the last payment of benefits is made
     to any Participant, the Company shall pay the Participant, in cash,
     calculated in the manner described in Section 5.3, the net amount of any
     remaining fractional Common Stock Equivalent.

5.3  Benefits shall be paid, in the discretion of the Committee, in the form of
     Common Stock or cash; provided that, benefits paid to any Participant who
     becomes eligible to receive benefits under this Plan on or after November
     1, 1990, shall be paid only in cash.  If paid in the form of cash, the
     amount of each payment shall be calculated by multiplying the number of
     Common Stock Equivalents  attributable to 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.

5.4  If a Non-Employee Director dies prior to resigning, or after resigning from
     the Board but before becoming eligible to receive benefits hereunder, he or
     she shall be deemed to have become a Participant eligible to receive
     benefits hereunder immediately prior to his or her death, and such benefits
     shall be paid to the Participant's Eligible Spouse.  If a Participant dies
     after becoming eligible to receive benefits hereunder, but prior to
     receiving all the benefits due him or her hereunder, such remaining
     benefits shall be paid to the Participant's Eligible Spouse.  Unpaid
     benefits under this Plan will be forfeited in the event the Participant's
     death and Participant's Eligible Spouse's death occur prior to the total
     amount of benefits due hereunder having been paid.

6.   CHANGES IN STOCK.  In the event of any change in the outstanding 
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     shares of the Common Stock, or in the number thereof, by reason of any
     stock dividend or split, recapitalization, merger, consolidation, 
     exchange of shares or other similar change, a corresponding change will

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     be made in the number of Common Stock Equivalents and Dividend Equivalents,
     if any, credited to each Account, unless the Committee determines
     otherwise.

7.   ACCELERATION.  The Committee, in its sole discretion, may accelerate the
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     payment of benefits hereunder to any Participant or his or her Eligible
     Spouse for reasons of changes in tax laws or in the event of a Change in
     Control of the Company; provided that no payment of benefits may be
     accelerated hereunder to any Participant or his or her Eligible Spouse if
     such Participant was a director of the Company on or after November 1,
     1990.

     An exception is provided for any Non-Employee Director if any income tax
     laws to which he or she is subject would cause him/her to be immediately
     taxed on amounts credited under the Plan.  Under this exception, the
     requirement that age 70 be attained before a Non-Employee Director becomes
     a Participant is automatically waived by the Committee.  Additionally,
     under this exception, the payment of all benefits under the Plan shall
     occur on the first business day which is 6 months and 10 days after the
     earlier of a Participant's resignation from the Board or death.  In the
     event of such Non-Employee Director's death, either while still an active
     member of the Board or after resignation from the Board but before receipt
     of payment from the Plan, payment shall be made to the Participant's
     Eligible Spouse on the above referenced date.

8.   CHANGE IN CONTROL. Upon, or in reasonable anticipation of, a Change in
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     Control (as defined above), the Company 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.

9.   GENERAL PROVISIONS.  The entire cost of benefits and 
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     administrative expenses for this Plan shall be paid by the Company. 
     This Plan is purely voluntary on the part of the Company. The 
     Company, by action of the Board or, except as limited by the Company's
     bylaws, the Committee, may amend, suspend or terminate this Plan in

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     whole or part at any time, but no such amendment, suspension or termination
     shall adversely affect the rights of any Non-Employee Director or Eligible
     Spouse of a deceased Non-Employee Director with respect to Common Stock
     Equivalents and Dividend Equivalents credited prior to such amendment,
     suspension or termination or Dividend Equivalents which would otherwise
     have been credited in the future with respect to Common Stock Equivalents
     credited prior to such amendment, suspension or termination.

                                                            As Amended 12/14/95

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