<PAGE>   1

                                                               Exhibit (10)-(51)

                        EMPLOYMENT, RETIREMENT, SEVERANCE
                        ---------------------------------
                          AND NON-COMPETITION AGREEMENT
                          -----------------------------

         THIS EMPLOYMENT, RETIREMENT, SEVERANCE AND NON-COMPETITION AGREEMENT
(this "Agreement") is made and entered into on the 11th day of December, 2000,
by and between THE LTV CORPORATION, a Delaware corporation (the "Company," a
term which in this Agreement shall include its predecessors, parents,
subsidiaries, divisions, related or affiliated companies, officers, directors,
stockholders, members, employees, heirs, successors, assigns, representatives,
agents and counsel, unless the context otherwise clearly requires), and J. PETER
KELLY ("Executive"),

                                   WITNESSETH:
                                   -----------

         WHEREAS, Executive is an employee of the Company and has served as
Chairman of the Board of Directors and Chief Executive Officer and a director of
the Company;

         WHEREAS, on November 9, 2000 Executive resigned as Chairman and Chief
Executive Officer and as a director of the Company, and Executive shall retire
as an employee of the Company effective December 11, 2000;

         WHEREAS, the Company wants to ensure that Executive will protect
Confidential Information (as hereinafter defined) and will not use his knowledge
and experience during the Non-Compete Period (as hereinafter defined) to assist
a competitor of the Company's business (as set forth on Exhibit B); and

         WHEREAS, the Company and Executive desire to make provision for the
payments and benefits that Executive will be entitled to receive from the
Company in consideration for Executive's obligations and actions under this
Agreement and in connection with such severance and retirement;

         NOW, THEREFORE, in consideration of the premises and the promises and
agreements contained herein and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, and intending to be
legally bound, the Company and Executive agree as follows:

         1. EFFECTIVE DATE OF AGREEMENT. This Agreement is effective on and as
of November 9, 2000 (the "Effective Date") and shall continue in effect as
provided herein.

         2. EMPLOYMENT. Commencing on the Effective Date, Executive's employment
shall continue through December 11, 2000 (the "Employment Term"), subject to the
provisions hereof.




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         3. DUTIES DURING EMPLOYMENT TERM. Executive's principal duties and
authority after the date hereof during the Employment Term will be to serve as
an advisor to the Chief Executive Officer of the Company.

         4. COMPENSATION AND BENEFITS DURING EMPLOYMENT TERM. During the
Employment Term the Company shall

         (a) continue to pay Executive an annualized base salary at the level
thereof on the Effective Date in accordance with the Company's regular payroll
practices; provided, however that no vacation pay or service recognition
payments shall be payable;

         (b) continue Executive's eligibility for a 2000 bonus under the
Company's Annual Incentive Program ("AIP"), to be determined by the Compensation
and Organization Committee of the Board of Directors of the Company in
accordance with the AIP;

         (c) continue to permit Executive to participate in the Company's
welfare and pension programs, on the same basis that Executive has participated
in such plans, programs and perquisites, until the end of the Employment Term,
excluding, however, the Company's change in control plan referred to in
Paragraph 16(b) of this Agreement and the Company's Executive Severance Plan as
provided in Paragraph 6(a) of this Agreement; and

         (d) the Company shall reimburse the Executive for country club dues and
expenses at one country club through December 11, 2000.

         5. RESIGNATION AND RETIREMENT.

         (a) Executive shall take whatever further action may be reasonably
requested by the Company to resign as Chairman and Chief Executive Officer of
the Company and as a member of the Company's Board of Directors as of the
Effective Date.

         (b) Effective the Effective Date to the extent not previously
accomplished Executive, (i) resigns from all boards and offices of any entity
that is a subsidiary of or is otherwise related to or affiliated with the
Company, (ii) resigns from all administrative, fiduciary or other positions he
may hold or have held with respect to arrangements or plans for, of or relating
to the Company, and (iii) agrees to resign promptly from any and all nonprofit
positions related to his services to the Company.

         (c) Executive hereby effective December 11, 2000 (the "Retirement
Date") resigns and retires as an employee of the Company and as an advisor to
the Chief Executive Officer of the Company.

         (d) The Company hereby consents to and accepts said resignations, and
the Company records shall so reflect.

         6. SEVERANCE PAY AND CERTAIN BENEFITS. In consideration of the promises
of Executive in this Agreement, including without limitation Paragraph 9 hereof;



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         (a) EXECUTIVE SEVERANCE PLAN NOT APPLICABLE. Executive waives
participation in the Company's Executive Severance Plan and shall have no rights
thereunder.

         (b) CASH SEVERANCE PAYMENTS. The Company shall pay Executive the sum of
$1,400,000 in cash on December 12, 2000.

         (c) EQUITY COMPENSATION. On the Retirement Date,

                  (i) the restrictions on the 30,000 shares of Restricted Stock
         awarded to Executive pursuant to the terms of the Company's Management
         Incentive Plan (such plan, as originally adopted, and as amended and
         restated and approved by the stockholders of the Company on April 24,
         1997, shall be referred to as the "MIP"), shall lapse;

                  (ii) for purposes of

                        (A)         the 12,100 Performance Shares awarded to
                                    Executive pursuant to the MIP on April 25,
                                    1997;

                        (B)         the 12, 100 Performance Shares awarded to
                                    Executive pursuant to the MIP on February
                                    26, 1998;

                        (C)         the 28,000 Performance Shares awarded to
                                    Executive pursuant to the MIP on February
                                    25, 1999; and

                        (D)         the 28,000 Performance Shares awarded to
                                    Executive pursuant to the MIP on February
                                    24, 2000,

Executive shall be treated as having voluntarily terminated employment with the
Company after attaining age 62; provided, however, that payment with respect to
such Performance Shares will be made following the end of the respective
performance periods specified in such awards and will reflect actual performance
of the Company during the respective performance periods set forth therein;

                  (iii) the restrictions on the 71 shares of Restricted Stock
         awarded under the Management Stock Acquisition Program ("MSAP") portion
         of the MIP plus any reinvested dividends shall lapse;

                  (iv) the restrictions on the 6,924 matching shares awarded
         under the MSAP plus any reinvested dividends shall lapse; and

                  (v) Executive's vested stock options are exercisable as set
         forth on Exhibit C hereto (all other options to acquire shares of
         common stock of the Company shall be forfeited effective on the
         Retirement Date).

This Paragraph 6(c) shall, without additional actions by the Company and
Executive, be deemed to amend each agreement granting stock options or awarding
Restricted Stock or Performance Shares under the plans referred to in this
Paragraph 6 to Executive to the extent necessary to



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implement the foregoing. Nothing in this Paragraph 6(c) is intended to change
the terms of any other award under the MIP that has been granted to Executive.

         (d) PENSION AND RETIREMENT BENEFITS.

                  (i) QUALIFIED RETIREMENT PLANS. Executive shall not be
         eligible to participate in the Company's qualified employee pension
         benefit plans with respect to benefit accruals and/or contributions for
         periods following the Retirement Date. Nothing in this Agreement shall
         affect any rights Executive has under any such qualified employee
         pension benefit plan.

                  (ii) SUPPLEMENTAL MANAGEMENT RETIREMENT PLAN ("SMRP").

                        (A)                 Executive shall not be eligible to
                                            participate in the SMRP with respect
                                            to contributions for periods
                                            following the Retirement Date.

                        (B)                 Executive's account balance in the
                                            SMRP at November 30, 2000 has been
                                            distributed to him in a single lump
                                            sum, and his remaining account
                                            balance in the SMRP at the
                                            Retirement Date shall be distributed
                                            to him in a single lump sum as soon
                                            as practicable following the
                                            Retirement Date, but in no event
                                            later than January 31, 2001.

                        (C)                 In consideration of the Company's
                                            obligations to make the payments
                                            provided under (B) of this Paragraph
                                            6(d)(ii) and Paragraph 6(d)(iv),
                                            Executive hereby waives his rights
                                            to any and all benefits under the
                                            SMRP.

                  (iii) EXECUTIVE BENEFIT PLAN ("EBP").


                        (A)                 Executive shall not be eligible to
                                            participate in the EBP with respect
                                            to contributions or benefit accruals
                                            for periods following the Retirement
                                            Date.

                        (B)                 Executive's account balance in the
                                            defined contribution portion of the
                                            EBP at the Retirement Date shall be
                                            distributed to him in a single lump
                                            sum as soon as practicable following
                                            the Retirement Date, but in no event
                                            later than January 31, 2001.

                        (C)                 In lieu of any retirement benefit
                                            under the "predecessor plan" portion
                                            of the EBP, commencing January 1,
                                            2004, if Executive is then living,
                                            the Company shall pay Executive the
                                            amount of $5,171.61 monthly for his
                                            life, with the last payment being
                                            due on the first day of the month in
                                            which his death occurs, and, if his
                                            spouse to whom he is married on the
                                            date hereof is then living and is
                                            continuously



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                                            married to him until the date of his
                                            death, the Company shall pay to her
                                            a surviving spouse benefit of
                                            $2,585.81 monthly for her life, with
                                            the first payment commencing on the
                                            first day of the month next
                                            following the date of his death, and
                                            with the last payment being due on
                                            the first day of the month in which
                                            her death occurs.

                        (D)                 In lieu of any pre-retirement
                                            survivor benefit under the
                                            "predecessor plan" portion of the
                                            EBP, if Executive dies before
                                            January 1, 2004, and if his spouse
                                            to whom he is married on the date
                                            hereof is then living and is
                                            continuously married to him until
                                            the date of his death, the Company
                                            shall pay to her a pre-retirement
                                            surviving spouse benefit of
                                            $2,585.81 monthly for her life, with
                                            the first payment commencing on
                                            January 1, 2004, and with the last
                                            payment being due on the first day
                                            of the month in which her death
                                            occurs.

                        (E)                 Notwithstanding Paragraphs
                                            6(d)(iii)(C) and (D), if as of
                                            January 1, 2004, the Company uses an
                                            interest rate assumption of less
                                            than 8"% in determining the right of
                                            participants in the LTV Retirement
                                            Plan to convert account balances to
                                            annuity payments, then the amounts
                                            set forth in such Paragraphs shall
                                            be recomputed using such lower
                                            interest rate. Such computations
                                            shall be made by the independent
                                            actuary then used by the Company for
                                            defined benefit pension valuations.

                        (F)                 In consideration of the Company's
                                            obligations to make the payments
                                            provided under (B), (C), (D) and (E)
                                            of this Paragraph 6(d)(iii) and
                                            Paragraph 6(d)(iv), Executive hereby
                                            waives his rights to any and all
                                            benefits under the EBP.

                  (iv) PAYMENTS TO EXECUTIVE. On the last business day of each
         month in 2001 and 2002, the Company shall pay Executive the amounts set
         forth in Exhibit D hereto.

         (e) WELFARE BENEFITS AND OTHER BENEFITS. Following the Retirement Date,

                  (i) Executive shall receive post-retirement welfare benefits
         as an age 62 retiree on the same terms and conditions as other salaried
         retirees of the Company unless and to the extent such benefits may be
         waived by Executive in writing to the Company;

                  (ii) the Company shall provide financial counseling in
         accordance with its Executive Financial Counseling Program through
         December 31, 2002;



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                  (iii) the Company shall provide Executive at the Company's
         expense with executive level outplacement services for a period ending
         December 31, 2001 in accordance with the Company's outplacement
         policies; and

                  (iv) the Company will pay Executive on December 12, 2000 a
         lump sum office allowance of $12,000.

         (f) PLACE OF PAYMENT. Where the Company's payroll system so permits,
payments to Executive by the Company hereunder shall be made by direct deposit
in accordance with Executive's instruction, and otherwise mailed to Executive at
his last address provided in the records of the Company.

         7. RELEASE BY EXECUTIVE.

         (a) In consideration of the payments made and to be made and the
benefits to be received by Executive pursuant to Paragraphs 4 and 6 of this
Agreement, Executive, for himself and his dependents, successors, assigns,
heirs, executors and administrators (and his and their legal representatives of
every kind), hereby releases, dismisses, remises and forever discharges the
Company from any and all arbitrations, claims, including claims for attorney's
fees, demands, damages, suits, proceedings, actions and/or causes of action of
any kind and every description, whether known or unknown ("Claims"), which
Executive now has or may have had for, upon, or by reason of:

                  (i) Executive's employment by or service with the Company to
         the Effective Date;

                  (ii) discrimination, including but not limited to Claims of
         discrimination on the basis of sex, race, age, national origin, marital
         status, religion or handicap, including, specifically, but without
         limiting the generality of the foregoing, any Claims under the Age
         Discrimination in Employment Act, as amended, Title VII of the Civil
         Rights Act of 1964, as amended, the Americans with Disabilities Act,
         Ohio Revised Code Section 4101.17 and Ohio Revised Code Chapter 4112,
         including Sections 4112.02 and 4112.99 thereof; and

                  (iii) breach of any contract or promise, express or implied,
         on or prior to the Effective Date;

PROVIDED, HOWEVER, that the foregoing shall not apply to Claims to enforce
rights that Executive may have as of the Effective Date under any of the
Company's health, welfare, retirement, pension or incentive plans (including the
MIP), under any indemnification agreement between Executive and the Company,
under the Company's indemnification by-laws, under the directors' and officers'
liability coverage maintained by the Company, under Section 145 of the Delaware
General Corporation Law or under this Agreement.

         (b) Executive further agrees and acknowledges that:

         (i) He has been advised by the Company to consult with legal counsel
prior to executing and delivering this Agreement and the release provided for in
this



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         Paragraph 7, has had an opportunity to consult with and to be advised
         by legal counsel of his choice, fully understands the terms of this
         Agreement, and enters into this Agreement freely, voluntarily and
         intending to be bound;

                  (ii) He has been given a period of twenty-one (21) days to
         review and consider the terms of this Agreement, and the release
         contained herein, prior to its execution and that he may use as much of
         the twenty-one (21) day period as he desires; and

         (c) He may, within seven (7) days after execution and delivery, revoke
this Agreement. Revocation shall be made by delivering a written notice of
revocation to the Senior Vice President and General Counsel at the Company. For
such revocation to be effective, written notice must be received by the Senior
Vice President and General Counsel at the Company no later than the close of
business on the seventh (7th) day after Executive executes and delivers this
Agreement. If Executive does exercise his right to revoke this Agreement, (A)
all of the terms and conditions of the Agreement shall be of no force and effect
and the Company shall not have any obligation to make payments or provide
benefits to Executive as set forth in Paragraphs 4 and 6 of this Agreement,
except as may be required under the Consolidated Omnibus Reconciliation Act of
1986 and except to the extent Executive is entitled to such benefits by reason
of agreements and plans other than this Agreement, and (B) other than
Executive's account balance in the SMRP at November 30, 2000 which was paid to
him prior to the Retirement Date, Executive shall promptly repay to the Company
the total amounts paid to him by the Company pursuant to the provisions of
Paragraph 6 of this Agreement.

         8. CONFIDENTIAL INFORMATION.

         (a) Executive acknowledges and agrees that, in the performance of his
duties as an officer and employee of the Company, he was and may be brought into
frequent contact with, had or may have had access to, and/or became or may
become informed of confidential and proprietary information of the Company
and/or information which is a trade secret of the Company (collectively,
"Confidential Information"), as more fully described in Paragraph 8(b).
Executive acknowledges and agrees that the Confidential Information of the
Company gained by Executive during his association with the Company was or will
be developed by and/or for the Company through substantial expenditure of time,
effort and money and constitutes valuable and unique property of the Company.

         (b) Executive agrees that commencing on the Effective Date he will keep
in strict confidence, and will not, directly or indirectly, at any time,
disclose, furnish, disseminate, make available, use or suffer to be used in any
manner any Confidential Information of the Company without limitation as to when
or how Executive may have acquired such Confidential Information. Executive
specifically acknowledges that Confidential Information includes any and all
information, whether reduced to writing (or in a form from which information can
be obtained, translated, or derived into reasonably usable form), or maintained
in the mind or memory of Executive and whether compiled or created by the
Company, which derives independent economic value from not being readily known
to or ascertainable by proper means by others who can obtain economic value from
the disclosure or use of such information, that reasonable efforts have been put
forth by the Company to maintain the secrecy of Confidential



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Information, that such Confidential Information is and will remain the sole
property of the Company, and that any retention or use by Executive of
Confidential Information after the Retirement Date shall constitute a
misappropriation of the Company's Confidential Information.

         (c) Executive further acknowledges and agrees that his obligation of
confidentiality shall survive, regardless of any other breach of this Agreement
or any other agreement, by any party hereto, until and unless such Confidential
Information of the Company shall have become, through no fault of Executive,
generally known to the public or Executive is required by law (after providing
the Company with notice and opportunity to contest such requirement) to make
disclosure. Executive's obligations under this Paragraph 8 are in addition to,
and not in limitation or preemption of, all other obligations of confidentiality
which Executive may have to the Company under the Company's policies, general
legal or equitable principles or statutes and which shall remain in full force
and effect following the Retirement Date.

         9. NON-COMPETITION; CERTAIN ACTIONS.

         (a) Executive agrees that for a period commencing on the Retirement
Date through December 31, 2002 (the "Non-Compete Period"), within the Territory
(as described in Paragraph 9(b)(i)), he shall not, directly or indirectly, do or
suffer any of the following:

                  (i) Own, manage, control or participate in the ownership,
         management, or control of, or be employed or engaged by or otherwise
         affiliated or associated as a consultant, independent contractor,
         director or otherwise with, any other corporation, partnership,
         proprietorship, firm, association, or other business entity
         (collectively, an "Enterprise"), or otherwise engage in any business,
         which is in competition with the Company's business (as described in
         Paragraph 9(b)(ii)); PROVIDED, HOWEVER, that the ownership of not more
         than five percent (5%) of any class of publicly-traded securities of
         any Enterprise shall not be deemed a violation of this Agreement.

                  (ii) Employ, assist in employing, or otherwise associate in
         business with any person who presently or at the Retirement Date is an
         employee, officer or agent of the Company, or any of its affiliated,
         related or subsidiary entities.

         (b) For purposes of this Agreement:

                  (i) "Territory" shall have the meaning set forth on Exhibit A
         hereto.

                  (ii) The Company's business shall have the meaning set forth
         on Exhibit B hereto.

         (c) Executive agrees that for a period commencing on the Effective Date
through the end of the Non-Compete Period, except within the terms of a specific
request from the Company, Executive shall not as a principal, or as an agent of
another person, propose or publicly announce or otherwise disclose an intent to
propose, or enter into or agree to enter into, singly or with any other person
or directly or indirectly, (i) any form of business combination, acquisition, or
other transaction relating to the Company or any majority-owned affiliate
thereof, (ii) any form of restructuring, recapitalization or similar transaction
with respect to the Company



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or any such affiliate, or (iii) any demand, request or proposal to amend, waive
or terminate any provision of this Paragraph 9(c) of this Agreement, nor except
as aforesaid during such period will Executive, as a principal, or agent of
another person, (1) make, or in any way participate in, any solicitation of
proxies with respect to any securities entitled to vote generally in the
election of directors of the Company (together with direct or indirect options
or other rights to acquire any such securities, "Voting Securities"), including
by the execution of action by written consent, become a participant in any
election contest with respect to the Company, seek to influence any person with
respect to any Voting Securities or demand a copy of the Company's list of its
shareholders or other books and records, (2) participate in or encourage the
formation of any partnership, syndicate, or other group which owns or seeks or
offers to acquire beneficial ownership of any Voting Securities or which seeks
to affect control of the Company or for the purpose of circumventing any
provision of this Agreement, or (3) otherwise act, alone or in concert with
others (including by providing financing for another person), to seek or to
offer to control or influence, in any manner, the management, Board of
Directors, or policies of the Company. Provided that Executive acts in a manner
consistent with the foregoing provisions of this Paragraph 9(c), Executive may
sell or otherwise dispose of Voting Securities so long as he complies with the
Company's policies regarding trading by insiders.

         (d) Executive agrees that he shall not, directly or indirectly, induce
any person who is an employee, officer or agent of the Company, or any of its
affiliated, related, or subsidiary entities, to terminate such relationship.

         (e) Without the prior consent of the Board of Directors of the Company,
during the Non-Compete Period (i) Executive shall not serve as a member of the
board of directors of any supplier to or customer of the Company, and (ii)
Executive shall not own, manage, control or participate in the ownership,
management, or control of, or be employed or engaged by or otherwise affiliated
or associated as a consultant, independent contractor, director or otherwise
with any joint venture partner of the Company or other business entity which
with the Company shares ownership in any other partnership, limited liability
company, corporation or entity (including, but not limited to Cleveland-Cliffs
Inc, British Steel plc, Sumitomo Metal Industries, Ltd., and TRICO Steel
Company); PROVIDED, HOWEVER, that the ownership of not more than five percent
(5%) of any class of publicly-traded securities of any such partner or entity
shall not be deemed a violation of this Agreement.

         (f) In the event Executive shall violate any provision of this
Paragraph 9 as to which there is a specific time period during which he is
prohibited from taking certain actions or from engaging in certain activities,
as set forth in such provision, then, in such event, such violation shall toll
the running of such time period from the date of such violation until such
violation shall cease.

         (g) Executive has carefully considered the nature and extent of the
restrictions upon him and the rights and remedies conferred upon the Company
under this Paragraph 9 and this Agreement, and hereby acknowledges and agrees
that the same are reasonable in time and territory, are designed to eliminate
competition which otherwise would be unfair to the Company, do not stifle the
inherent skill and experience of Executive, would not operate as a bar to
Executive's sole means of support, are fully required to protect the legitimate
interests of the



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Company and do not confer a benefit upon the Company disproportionate to the
detriment to Executive.

         10. DISCLOSURE. Executive, for a period commencing on the date of this
Agreement through the end of the Non-Compete Period, agrees to communicate the
contents of Paragraphs 8, 9, 11(b) and 13 of this Agreement to any Enterprise
which he intends to be employed by, associated in business with, or represent.

         11. BREACH.

         (a) If Executive is in breach of this Agreement, then the Company may,
at its sole option, bring an action for any expenses, fees and damages incurred
as a result of the breach, with the remainder of this Agreement, and all
promises and covenants herein, remaining in full force and effect.

         (b) Executive acknowledges and agrees that the remedy at law available
to the Company for breach by Executive of any of his obligations under
Paragraphs 8 and 9 of this Agreement would be inadequate and that damages
flowing from such a breach would not readily be susceptible to being measured in
monetary terms. Accordingly, Executive acknowledges, consents and agrees that,
in addition to any other rights or remedies which the Company may have at law,
in equity or under this Agreement, upon adequate proof of Executive's violation
of any provision of Paragraph 8 or Paragraph 9 of this Agreement, the Company
shall be entitled to immediate injunctive relief and may obtain a temporary
order restraining any threatened or further breach, without the necessity of
proof of actual damage.

         (c) The Company shall give Executive notice within 30 days following
the date that it concludes that Executive is in breach of this Agreement. Prior
to taking or commencing any action under Paragraph 11(a) and (b), the Company
will provide Executive with the opportunity to address the Board of Directors of
the Company at its next regular meeting or, at the option of the Company, a
special meeting held for such purpose. Nothing in this Paragraph 11 shall be
construed to limit or restrict Executive's right to seek judicial redress for
any actions taken by the Company in connection with this Section 11 which
Executive reasonably believes to be contrary to the provisions of this
Agreement.

         12. CONTINUED AVAILABILITY AND COOPERATION.

         (a) During the Employment Term and following the Retirement Date,
Executive shall cooperate fully with the Company and with the Company's counsel
in connection with any present and future actual or threatened litigation or
administrative proceeding involving the Company that relates to events,
occurrences or conduct occurring (or claimed to have occurred) during the period
of Executive's employment by the Company. This cooperation by Executive shall
include, but not be limited to:

                  (i) making himself reasonably available for interviews and
         discussions with the Company's counsel as well as for depositions and
         trial testimony;




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                  (ii) if depositions or trial testimony are to occur, making
         himself reasonably available and cooperating in the preparation
         therefor as and to the extent that the Company or the Company's counsel
         reasonably requests;

                  (iii) refraining from impeding in any way the Company's
         prosecution or defense of such litigation or administrative proceeding;
         and

                  (iv) cooperating fully in the development and presentation of
         the Company's prosecution or defense of such litigation or
         administrative proceeding.

         (b) In addition to Executive's obligations under Paragraph 12(a),
during the Non-Compete Period, at the request of the Board of Directors of the
Company, Executive shall make himself available for consultation with and advice
to the Board at times and for periods of time which are mutually agreeable to
the Board and Executive.

         (c) Following the Retirement Date, Executive shall be paid a consulting
fee of $3,000 per day for his services under this Paragraph 12. Executive shall
be reimbursed by the Company for reasonable travel, lodging, telephone and
similar expenses, as well as reasonable attorneys' fees (if independent legal
counsel is necessary), incurred in connection with such cooperation,
consultation and advice. Executive shall not unreasonably withhold his
availability for such cooperation, consultation and advice.

         13. SUCCESSORS AND BINDING AGREEMENT.

         (a) This Agreement shall be binding upon and inure to the benefit of
the Company and any successor of or to the Company, including, without
limitation, any persons acquiring directly or indirectly all or substantially
all of the business and/or assets of the Company whether by purchase, merger,
consolidation, reorganization or otherwise (and such successor shall thereafter
be deemed included in the definition of "the Company" for purposes of this
Agreement), but shall not otherwise be assignable or delegable by the Company.

         (b) This Agreement shall inure to the benefit of and be enforceable by
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributes and/or legatees. The death or disability
(temporary or permanent) of Executive following the execution and delivery of
this Agreement shall not affect or revoke this Agreement or excuse any of the
obligations of the parties hereto.

         (c) This Agreement is personal in nature and none of the parties hereto
shall, without the consent of the other parties, assign, transfer or delegate
this Agreement or any rights or obligations hereunder except as expressly
provided in Paragraphs 13(a) and (b).

         (d) This Agreement is intended to be for the exclusive benefit of the
parties hereto, and except as provided in Paragraphs 13(a) and (b), no third
party shall have any rights hereunder.

         (e) The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation, operation of law or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement



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in the same manner and to the same extent that the Company would be required to
perform this Agreement.

         14. DISCLOSURES.

         (a) Except to the extent that this Agreement or the terms hereof become
publicly known or available because of legally mandated disclosure and filing
requirements of the Securities and Exchange Commission, as determined by the
Company in its sole discretion, or because of any other legal requirement that
this Agreement or the terms hereof be disclosed, all provisions of this
Agreement and the circumstances giving rise hereto are and shall remain
confidential and shall not be disclosed to any person not a party hereto (other
than (i) Executive's spouse, (ii) each party's attorney, financial advisor
and/or tax advisor to the extent necessary for such advisor to render
appropriate legal, financial and tax advice, and (iii) persons or entities that
fall within the scope of Paragraph 9 of this Agreement, but only to the extent
required thereby).

         (b) Neither Executive nor the Company shall, directly or indirectly,
make or cause to be made any statements to any third parties criticizing or
disparaging the other or commenting on the character or business reputation of
the other or that would subject the other to public disrespect, scandal or
ridicule. Executive further hereby agrees that, without the prior written
consent of the Company, he will not (i) comment to others concerning the status,
plans or prospects of the business of the Company, (ii) comment to others
concerning the status, plans or prospects of any existing, threatened or
potential claims or litigation involving the Company, or (iii) engage in any act
or omission that would be detrimental, financially or otherwise, to the Company.

         15. NOTICES. For all purposes of this Agreement, all communications
provided for herein shall be in writing and shall be deemed to have been duly
given when delivered, addressed to the Company (to the attention of the Senior
Vice President and General Counsel) at its principal executive offices and to
Executive at his last address recorded in the records of the Company, with a
copy to Marc C. Krantz, Kohrman, Jackson & Krantz, 1375 East Ninth Street, 20th
Floor, Cleveland, Ohio 44114, or to such other address as any party may have
furnished to the other in writing and in accordance herewith. Notices of change
of address shall be effective only upon receipt.

         16. PROFESSIONAL FEES.

         (a) The Company shall reimburse Executive for his reasonable
professional fees and costs (and related disbursements) incurred in connection
with Executive's termination and resignation and all matters relating to the
negotiation, execution and delivery of this Agreement.

         (b) It is the intent of the Company and Executive that, following a
"Change in Control," Executive not be required to incur legal fees and the
related expenses associated with the interpretation, enforcement or defense of
his rights under this Agreement by litigation or otherwise because the cost and
expense thereof would substantially detract from the benefits intended to be
extended to Executive hereunder. For purposes of this Section 16(b), "Change in
Control" shall have the meaning given such term under The LTV Corporation
Executive Change



                                       12
<PAGE>   13

in Control Severance Pay Plan I as in effect on the Effective Date. Accordingly,
following a Change in Control, if it should appear to Executive that the Company
has failed to comply with any of its obligations under this Agreement or in the
event that the Company or any other person takes or threatens to take any action
to declare this Agreement or any provision hereof void or unenforceable, or
institutes any litigation or other action or proceeding designed to deny, or to
recover from, Executive the benefits provided or intended to be provided to
Executive hereunder, the Company irrevocably authorizes Executive from time to
time to retain counsel of his choice, at the expense of the Company as hereafter
provided, to advise and represent Executive in connection with any such
interpretation, enforcement or defense, including without limitation the
initiation or defense of any litigation or other legal action, whether by or
against the Company or any director, officer, stockholder or other person
affiliated with the Company in any jurisdiction. Notwithstanding any existing or
prior attorney-client relationship between the Company and such counsel, the
Company irrevocably consents to Executive's entering into an attorney-client
relationship with such counsel, and in that connection the Company and Executive
agree that a confidential relationship will exist between Executive and such
counsel. Without respect to whether Executive prevails in whole or in part, in
connection with any of the foregoing, the Company shall pay and be solely
financially responsible for any and all attorneys' and related fees and expenses
incurred by Executive in connection with any of the foregoing. Notwithstanding
the preceding provisions of this Paragraph 16(b), legal fees and related
expenses shall not be reimbursed pursuant to this Paragraph 16(b) if an
independent party reasonably satisfactory to the Company and Executive
determines that the underlying claim by Executive (i) is not likely to exceed
$5,000.00, (ii) is not eligible for reimbursement pursuant to this Paragraph
16(b), (iii) has no reasonable basis in law or in fact, or (iv) is not being
pursued in a manner consistent with the nature and magnitude of such claim.

         17. TAXES, PAYMENTS, ETC.

         (a) Executive acknowledges and agrees that he shall be responsible for
his share of any and all Federal, State and/or local taxes applicable to the
payments made, and benefits provided or made available, to Executive pursuant to
this Agreement and further agrees to indemnify the Company against any liability
as a result of those taxes.

         (b) The payments to Executive pursuant to Paragraph 4 of this Agreement
shall be made by check or direct deposit to an account designated by Executive,
and shall be reduced by any applicable Federal, State and local tax or other
required withholding.

         18. AMENDMENT AND WAIVER. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by Executive and the Company. No waiver by either
party hereto at any time of any breach by the other party hereto or compliance
with any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time.

         19. ENTIRE AGREEMENT; CONTINUING INDEMNIFICATION RIGHTS. This Agreement
shall constitute the entire agreement among the parties hereto with respect to
the subject matters covered by this Agreement and shall supersede all prior
verbal or written agreements, covenants, communications, understandings,
commitments, representations or warranties, whether oral or



                                       13
<PAGE>   14

written, by any party hereto or any of its representatives pertaining to such
subject matter, provided, however, that this Agreement is not intended to amend,
supersede or terminate the provisions of any existing stock option agreement,
restricted stock agreement, or employee benefit plan, except to the extent
specifically provided in one or more provisions of this Agreement. This
Agreement shall not affect any indemnification or other rights under any
indemnification agreement between Executive and the Company or the Company's
by-laws. The Company shall continue Executive's coverage under the directors'
and officers' liability coverage maintained by Company, as in effect from time
to time, to the same extent as for other current and former senior executive
officers and directors of the Company.

         20. GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the substantive laws of the
State of Ohio, without giving effect to the principles of conflict of laws of
such State.

         21. SEVERABILITY. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement which shall nevertheless remain in full force and
effect.

         22. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement.

         23. CAPTIONS AND PARAGRAPH HEADINGS. Captions and paragraph headings
used herein are for convenience and are not part of this Agreement and shall not
be used in construing it.

         24. AUTHORIZATION BY THE COMPANY. The Company represents that this
Agreement and the actions required of the Company herein have been authorized
and approved by a resolution of the Board of Directors of the Company, and that
the officer executing this Agreement on behalf of the Company has been duly
authorized by the Board of Directors of the Company to execute the Agreement.

         25. FURTHER ASSURANCES. Each party hereto shall execute such additional
documents, and do such additional things, as may reasonably be requested by the
other party to effectuate the purposes and provisions of this Agreement.




                                       14
<PAGE>   15

         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement on the date set forth above, to be effective on and as of the
Effective Date.

                                          THE LTV CORPORATION
Witness: /s/ Frank E. Filipovitz          By:  /s/ William H. Bricker
         -----------------------               ---------------------------
                                               William H. Bricker
                                               Its: Chairman and Chief Executive
                                               Officer

                                               /s/ J. Peter Kelly
                                               ----------------------------
                                                        J. Peter Kelly



                                       15
<PAGE>   16


                                    EXHIBIT A

         All countries, possessions and territories within North America.



                                      A-1
<PAGE>   17

                                    EXHIBIT B

Mining, production, sale and supply, purchase or acquisition of iron units or
other ferrous metallics for the production of steel; production, sale and supply
of coated sheet and cold rolled and hot rolled sheet and strip, and integrated
steel making and sales thereof.


                                      B-1
<PAGE>   18

<TABLE>
<CAPTION>

                                          EXHIBIT C
                                          ---------

# of Vested Shares         Grant Date                Exercise Price                     Expiration Date
------------------         ----------                --------------                     ---------------
<S>                     <C>                         <C>                                <C>
50,000                     10/29/93                  $15.375                             12/31/02

19,500                     10/27/94                  $19.33                              12/31/02

19,500                     11/01/95                  $14.78                              12/31/02

19,500                     11/01/96                  $12.21                              12/31/02

46,500                     04/25/97                  $12.875                             12/31/05

31,000                     02/26/98                  $11.94                              12/31/05

50,000                     09/24/98                  $6.0625                             12/31/05

35,800                     02/25/99                  $5.625                              12/31/05
</TABLE>


                                      C-1
<PAGE>   19



                                    EXHIBIT D
                                    ---------

DATE                                                                   AMOUNT
----                                                                   ------

2001
----

January                                                            $  12,562.87
February                                                              13,795.74
March                                                                 14,546.00
April                                                                 14,546.00
May                                                                   14,546.00
June                                                                  14,546.00
July                                                                  14,546.00
August                                                                14,546.00
September                                                             14,546.00
October                                                               14,546.00
November                                                              14,546.00
December                                                              14,546.00
                                                                  -------------
                                                          Total     $171,818.44


2002
----

January                                                            $  14,204.16
February                                                              15,494.83
March                                                                 16,537.49
April                                                                 16,537.49
May                                                                   16,537.49
June                                                                  16,537.49
July                                                                  16,537.49
August                                                                16,537.49
September                                                             16,537.49
October                                                               16,537.49
November                                                              16,537.49
December                                                              16,537.49
                                                                   ------------
                                                          Total     $195,073.92



                                      D-1