Center for the Study of Ethics in the Professions at IIT

I. ANTITRUST POLICY

Since the late 1940's when it was first articulated, this Company's policy of full compliance with the antitrust laws has been reiterated from time to time. The Board of Directors approved a restatement of the policy, which was distributed to all operations on October 9, 1961. That policy statement was reaffirmed thereafter by the Board of Directors at its June 18, 1982 meeting.

In recent years, there has been an increase in the number of private antitrust cases filed and the cost of defending antitrust cases has risen substantially. In addition, the Antitrust Procedures and Penalties Act, enacted on December 24, 1974, reclassified the crime of violating the Sherman Act from a misdemeanor to a felony, increasing the maximum prison sentence to three years. Also, the Antitrust Amendments Act of 1990, signed into law on November 16,1990, increased the maximum fines for antitrust violations by individuals and corporations to $350,000 and $10,000,000, respectively. The Company's Antitrust Policy is the following:

1. It is the Policy of PPG Industries, Inc. to comply fully with the antitrust laws of the United Stats wherever they are applicable, at home and abroad. The Company is mindful that it takes years to earn a good reputation in any field of endeavor but it is an unfortunate fact that all the previously attained good can be wiped out by the acts of a single individual on a single occasion. In the antitrust field, the misconduct of a single employee can involve the employee, the employee's superior, the Company and its management in costly, arduous litigation which can lead to fines, injunctions and even imprisonment,

2. The purpose of the antitrust laws is to preserve our competitive free enterprise system. The United States antitrust policy is founded on the belief that the public interest is best served by vigorous competition free from collusive agreements among competitors. The fact that the antitrust laws aid in the preservation of our economic, political and social institutions is widely recognized, and the management of this Company has repeatedly stated its belief in the philosophy underlying those laws. Thus, while the attainment of profits by all lawful and proper means is strongly encouraged, PPG's efforts in that regard must be conducted in accordance with the law. Specifically, this means that participation in agreements or understandings, which violate the antitrust laws, is contrary to Company policy.

3. The following are examples of activities which violate the United States antitrust laws: agreements or understandings between two or more competitors (1) to fix prices, discounts or terms of sale, (2) to divide markets, customers or territories, or (3) to refuse to deal with, or boycott, third parties. Each of these activities can lead to criminal prosecution and conviction of the individuals involved as well as their companies. Their mention is not intended to minimize the importance of other less obvious activities which may also violate the antitrust laws. Consequently, consultation with legal counsel on these types of questions is important, and any employee who is in doubt as to the propriety of a contemplated course of action should promptly communicate with the Law Department for counsel before action is taken.

4. Divisional General Managers and Staff Department Heads will arrange with the Vice President and General Counsel for the conduct of programs and the publication of materials to educate employees concerning compliance with the antitrust laws so that employees will learn to identify these types of legal problems as they arise.

5. II. CONFLICTS OF INTEREST POLICY

1. Each employee has a responsibility for honesty and fair dealing in his/her relations with the Company. An employee shall not engage in conduct, or allow a situation to exist, in which the employee's personal interest conflicts with that responsibility.

2. A conflict of interest can arise in those situations where an employee or close relative can personally profit from a transaction involving the Company and the employee or a third party. A conflict can also occur if the employee places or influences Company business with himself/herself, a privately-held enterprise in which the employee or a close relative of his/her family has a financial interest or a publicly-held enterprise in which the employee or a close relative has a major financial interest. In those circumstances, and in other cases where the employee has a doubt about the propriety of a particular transaction or relationship, the employee must report the matter through his/her reporting chain, to the Vice President and General Counsel and the Vice President, Finance. They in turn will resolve the matter, conferring with the Management Committee and the Audit Committee of the Board of Directors as appropriate.

3. An employee may not solicit gifts, entertainment or other personal favors from a supplier, customer or competitor of the Company and in no case shall he/she accept gifts, entertainment or other personal favors such as could improperly influence, or appear to improperly influence, him/her in the performance of his/her duties.

4. An employee may not use confidential business information of PPG for his/her personal benefit or disclose any such information to third parties without proper authorization.

III. PAYMENTS AND EXPENDITURES POLICY

1. No undisclosed or unrecorded fund or account shall be directly or indirectly established for any purpose.

2. No direct or indirect payment or expenditure on behalf of the Company shall be authorized or made with the intention or understanding that any part of such payment or expenditure is to be used for a purpose other than that described by the documents supporting the payment or expenditure.

3. All entries made in the financial records of the Company shall fairly and accurately reflect the facts and circumstances of any payment or expenditure made by the Company.

4. No employee shall make any direct or indirect payment or expenditure or give any gift, to improperly influence, or as would appear to improperly influence, any person in his/her relations with the Company or others.

IV. POLITICAL ACTIVITY POLICY

1. Each employee is encouraged to participate in the electoral process at all levels of government by voting and supporting candidates and issues of his or her choice.

2. No employee shall, directly or indirectly, contribute or expend any of the Company's money, property, services or other things of value for any use prohibited by laws regulating the electoral process or the political activity of corporations.

3. Employees shall be permitted to meet at Company facilities with candidates or their representatives, as permitted by the applicable federal and state laws. When permitted by the law of a state of the United States where the Company has facilities or a substantial business interest, the Company may make contributions or expenditures to or on behalf of state and local candidates and political committees, and ballot propositions or referenda before such state's electorate, pursuant to and in accordance with such authorizations and procedures as are established by the Management Committee.

4. No employee of the Company shall, directly or indirectly, cause, influence, or attempt to cause or influence, any officer or employee of any subsidiary of the Company to make unlawful political contributions or expenditures to, or on behalf of, candidates or issues, or otherwise engage in any activity violative of applicable law regulating the electoral process or the political activity of corporations.

5. As permitted by the Federal Election Campaign Finance Act of 1971, as amended, or when permitted by the law of a state of the United States where the Company has facilities or a substantial business interest, the proper officers of the Company are authorized to establish and administer, and solicit voluntary contributions from the Company's employees to, a separate segregated fund or funds to be used by the Company for the purpose of influencing the nomination or election of any person to federal, state or local office. Contributions to such funds by any employee shall be strictly a matter of his or her personal choice. Under no circumstance is any employee authorized, and every employee is expressly forbidden, directly or indirectly, to threaten, extort, coerce or otherwise improperly influence another employee's participation in any such fund.

6. Because the Company has an interest in making its views known on subjects affecting the Company's business at various levels of government, Company employees or agents are properly in contact and communication with legislators and government employees in a variety of circumstances. Each employee or agent of the Company is forbidden from engaging in any conduct, which would improperly influence a legislator or other government employee in the performance of his or her duties.

7. The Company shall, on occasion and through appropriate forums, make its views known to its employees and the public on matters of public interest which affect the Company's business. The proper officers of the Company are authorized and directed to publish guidelines regarding the Company's participation in government affairs and make the same available to employees.

V. INSIDE INFORMATION POLICY

An employee shall not trade in the securities of the Company, directly or derivatively, while in possession of inside information and shall not disclose inside information to any third party without proper authorization. Generally, inside information is information, which is both material and nonpublic. If an employee is in doubt about whether he/she is in possession of inside information, he/she should consult the Secretary of the Company.

VI. CRIME PREVENTION POLICY

The Federal Sentencing Guidelines for Organizational Defendants ("Guidelines"), who address criminal, conduct by corporations, became effective November 1, 1991. A Corporation can act only through its agents and employees and, under federal criminal law, can be criminally liable for offenses committed by its agents or employees. The Guidelines provide for both a broad ranges of penalties, including multi-million dollar fines, and incentives in the form of mitigation to encourage corporations to maintain internal policies and programs to prevent, detect and report criminal conduct. In addition to exposing the Company to substantial financial risk, an employee or agent who breaks the law faces possible imprisonment and fines.

To aid in promoting lawful conduct, the Company has adopted and for many years communicated to its employees the Business Conduct Policies and the other PPG Corporate Conduct Policies which are identified in the Worldwide Code of Ethics. The Company believes that these Policies adequately address the ethical standards and criminal laws which PPG employees must honor to prevent ethical and criminal misconduct. In furtherance of satisfying the requirements of the Guidelines and securing compliance in all of PPG's activities which present a risk of criminal conduct, PPG has adopted a Crime Prevention Policy and a supporting formal compliance program. The Policy and the program are designed to promote the prevention, detection, reporting and punishment of improper conduct of Company employees and agents.

The Company's Crime Prevention Policy is the following:

1. Every employee and agent acting on behalf of the Company is required to fully comply with all criminal laws of the United States and all jurisdictions in which the Company operates.

2. Employees and agents shall exercise due care when delegating substantial discretionary authority to insure that individuals selected are well informed and understand their responsibility to comply with PPG's Business Conduct Policies and the Worldwide Code of Ethics.

3. Every PPG employee shall report to his/her supervisor or to the Law Department or the Ethics Committee any abuses, or suspected abuses, of the Corporate Conduct Policies and any criminal conduct or suspected criminal conduct. No employee may intimidate or impose any form of retribution on any employee who makes such a report. In connection with an employee's duty to report suspected abuses of the Corporate Conduct Policies or suspected criminal conduct, he/she should understand that he/she has a duty not to ignore facts and circumstances, which would reasonably indicate misconduct. Rather, he/she has a duty to be alert to the existence of such facts and circumstances and to report them to his/her supervisor or to the Law Department or the Ethics Committee.

IMPLEMENTATION

Each member of PPG's Executive Management Group shall be requested annually to obtain from each key employee who works under his/her supervision a written report stating

• That such employee had read and understood the Company's:
  Antitrust Policy,
  Conflicts of Interest Policy,
  Payments and Expenditures Policy,
  Political Activity Policy,
  Inside Information Policy, and
  Crime Prevention Policy,
  

• That he/she is and has been in compliance with each such Policy,

• That he/she has reviewed and discussed the Policies with those exempt employees who report to him/her, and

• That those employees have read and understood each Policy and are and have been in compliance with them. Concurrently, similar requests shall be made by each such first-tier key employee to key employees who work under such person's supervision. This procedure shall be repeated throughout the Company with the objective that all exempt and all key non-exempt employees shall have reported. Upon receipt of all written reports, each member of the Executive Management Group shall send to the Vice President and General Counsel a written report concerning compliance with such Policies of the Company by him/her and the key employees under his/her direct and general supervision. The Vice President and General Counsel shall promptly advise the Chairman of the Board on the subject so that the Chairman may report annually to the Audit Committee, the Ethics Committee and the Board of Directors regarding compliance with such Policies by key employees throughout the Company.