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                                                               EXHIBIT (10)-(59)








                               THE LTV CORPORATION
                             NON-EMPLOYEE DIRECTORS'
                           DEFERRED COMPENSATION PLAN


                         (AS AMENDED AND RESTATED AS OF
                                DECEMBER 1, 1996)













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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----


<S>         <C>                                                                                                  <C>
ARTICLE I.  PURPOSE.............................................................................................  1
         Section 1.1.  PURPOSE..................................................................................  1

ARTICLE II.  DEFINITIONS AND CONSTRUCTION.......................................................................  1
         Section 2.1.  DEFINITIONS..............................................................................  1

ARTICLE III.  PARTICIPATION AND DEFERRALS.......................................................................  2
         Section 3.1.  ELIGIBILITY AND PARTICIPATION............................................................  2
         Section 3.2.  AMOUNT OF DEFERRAL.......................................................................  3
         Section 3.3.  NO MODIFICATION OF DEFERRAL COMMITMENTS..................................................  3

ARTICLE IV.  DIRECTORS' ACCOUNTS................................................................................  3
         Section 4.1.  ESTABLISHMENT OF ACCOUNTS................................................................  3
         Section 4.2.  CREDITING OF DEFERRED FEES...............................................................  3
         Section 4.3.  DETERMINATION OF ACCOUNTS................................................................  3
         Section 4.4.  ADJUSTMENTS TO ACCOUNTS..................................................................  4
         Section 4.5.  STATEMENT OF ACCOUNTS....................................................................  4
         Section 4.6.  VESTING OF ACCOUNTS......................................................................  4

ARTICLE V.  FINANCING OF BENEFITS...............................................................................  4
         Section 5.1.  FINANCING OF BENEFITS....................................................................  4
         Section 5.2.  SECURITY FOR BENEFITS....................................................................  5
         Section 5.3.  HYPOTHETICAL INVESTMENTS.................................................................  5

ARTICLE VI.  DISTRIBUTION OF BENEFITS...........................................................................  6
         Section 6.1.  SETTLEMENT DATE..........................................................................  6
         Section 6.2.  AMOUNT TO BE DISTRIBUTED.................................................................  6
         Section 6.3.  IN-SERVICE DISTRIBUTION..................................................................  6
         Section 6.4.  FORM OF DISTRIBUTION.....................................................................  6
         Section 6.5.  SPECIAL DISTRIBUTIONS....................................................................  7
         Section 6.6.  BENEFICIARY DESIGNATION..................................................................  7
         Section 6.7.  FACILITY OF PAYMENT......................................................................  8

ARTICLE VII.  ADMINISTRATION, AMENDMENT AND TERMINATION.........................................................  8
         Section 7.1.  ADMINISTRATION...........................................................................  8
         Section 7.2.  AMENDMENT, TERMINATION AND WITHDRAWAL....................................................  8
         Section 7.3.  SUCCESSORS...............................................................................  9
         Section 7.4.  EXPENSES.................................................................................  9

ARTICLE VIII.  APPROVAL BY STOCKHOLDERS.........................................................................  9
         Section 8.1.  APPROVAL OF THE PLAN.....................................................................  9
         ARTICLE IX.  MISCELLANEOUS.............................................................................  9
         Section 9.1.  NO CONTINUING RIGHT AS DIRECTOR. ........................................................  9
         Section 9.2.  APPLICABLE LAW...........................................................................  9
         Section 9.3.  INTERESTS NOT TRANSFERABLE............................................................... 10
         Section 9.4.  SEVERABILITY............................................................................. 10
         Section 9.5.  WITHHOLDING OF TAXES..................................................................... 10
</TABLE>



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                        THE LTV CORPORATION NON-EMPLOYEE
                      DIRECTORS' DEFERRED COMPENSATION PLAN

                (as Amended and Restated as of December 1, 1996)


                  The LTV Corporation Non-Employee Directors' Deferred
Compensation Plan, originally effective as of January 1, 1995, and amended and
restated effective January 1, 1996, is hereby amended and restated effective
December 1, 1996.


                               ARTICLE I. PURPOSE

                  Section 1.1. PURPOSE. The purpose of this Non- Employee
Directors' Deferred Compensation Plan ("Plan") is to provide the non-employee
Directors of the Corporation an opportunity to defer a portion of their
Directors' Fees.


                    ARTICLE II. DEFINITIONS AND CONSTRUCTION

                  Section 2.1.  DEFINITIONS.  Whenever the following
terms are used in this Plan they shall have the meanings specified below unless
the context clearly indicates to the contrary:

                  (a) "Account": The bookkeeping account maintained for each
         Director showing his interest under the Plan.

                  (b) "Accounting Date": December 31 of each year and the last
         day of any calendar quarter.

                  (c) "Accounting Period": The period beginning on the day
         immediately following an Accounting Date and ending on the next
         following Accounting Date.

                  (d) "Administrator": The Board.

                  (e) "Beneficiary": The person or persons (natural or
         otherwise) designated pursuant to Section 6.6.

                  (f) "Board": The Board of Directors of the Corporation.

                  (g) "Common Stock": The Corporation's Common Stock, par value
         $.50 per share.

                  (h) "Corporation": The LTV Corporation or any successor or
         successors thereto.

                  (i) "Deferral Commitment": An agreement by a Director to have
         a specified percentage or dollar amount of his Fees deferred under the
         Plan for a specified period in the future.



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                  (j) "Deferral Period": Means the Plan Year for which a
         Director has elected to defer a portion of his Fees.

                  (k) "Director": An individual duly elected or chosen as a
         Director of the Corporation who is not also an employee of the
         Corporation or its subsidiaries.

                  (l) "Fees": The portion of the annual retainer and other
         Director compensation payable in cash.

                  (m) "Investment Fund": The meaning set forth in Section 5.3.

                  (n) "Participation Agreement": The Agreement submitted by a
         Director to the Administrator with respect to a Deferral Commitment.

                  (o) "Plan": The Plan set forth in this instrument as it may,
         from time to time, be amended.

                  (p) "Plan Year": The 12-month period beginning January 1
         through December 31.

                  (q) "Request": The meaning set forth in Section 5.3.

                  (r) "Settlement Date": The date on which a Director terminates
         as a Director. Settlement Date shall also include with respect to any
         Deferral Period the date prior to termination as a Director selected by
         a Director in a Participation Agreement for distribution of all or a
         portion of the amounts deferred during such Deferral Period as provided
         in Section 6.3.

                  (s) "Trust": The meaning set forth in Section 5.2.


                    ARTICLE III. PARTICIPATION AND DEFERRALS

                  Section 3.1.  ELIGIBILITY AND PARTICIPATION.

                  (a) PARTICIPATION. A Director may elect to participate in the
         Plan with respect to any Plan Year by submitting a Participation
         Agreement to the Administrator prior to the first day of the Plan Year.

                  (b) INITIAL YEAR OF PARTICIPATION. In the event that an
         individual first becomes a Director during a Plan Year and wishes to
         elect a Deferral Commitment with respect to Fees earned by and payable
         to the individual with respect to such Plan Year, a Participation
         Agreement must be submitted to the Administrator no later than 30 days
         following such individual's becoming a Director. Any Deferral
         Commitment elected in such Participation Agreement shall be effective


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         only with regard to Fees earned following the submission of the
         Participation Agreement to the Administrator. If a Director does not
         submit a Participation Agreement within such period of time, such
         Director will not be eligible to participate in the Plan until the
         first day of the next Plan Year.

                  (c) TERMINATION OF PARTICIPATION. Participation in the Plan
         shall continue as long as the Director is eligible to receive benefits
         under the Plan.

                  Section 3.2. AMOUNT OF DEFERRAL. With respect to each Plan
Year, a Director may elect to defer a specified dollar amount or percentage of
any portion of his Fees. A Director may change the dollar amount or percentage
of his Fees to be deferred (or reduce such amount or percentage to zero) by
filing a written notice thereof with the Administrator. Any such change shall be
effective as of the first day of the Plan Year immediately succeeding the Plan
Year in which such notice is filed with the Administrator.

                  Section 3.3.  NO MODIFICATION OF DEFERRAL COMMITMENTS.
A Deferral Commitment shall be irrevocable with respect to the Plan Year for 
which it is made.


                         ARTICLE IV. DIRECTORS' ACCOUNTS

                  Section 4.1. ESTABLISHMENT OF ACCOUNTS. The Corporation,
through its accounting records, shall establish an Account for each Director. In
addition, the Corporation may establish one or more subaccounts of a Director's
Account, if the Corporation determines that such subaccounts are necessary or
appropriate in administering the Plan.

                  Section 4.2. CREDITING OF DEFERRED FEES. The portion of a
Director's Fees that are deferred pursuant to a Deferral Commitment shall be
credited to the Director's Account as of the date the corresponding non-deferred
portion of his Fees would have been paid to the Director. Any withholding of
taxes or other amounts with respect to any deferred Fees which is required by
state, federal or local law shall be withheld from the Director's non-deferred
Fees, or if none, then the Director's Deferral Commitment shall be reduced by
the amount of such withholding.

                  Section 4.3.  DETERMINATION OF ACCOUNTS.

                  (a) DETERMINATION OF ACCOUNTS. The amount credited to each
         Director's Account as of a particular date shall equal the deemed
         balance of such Account as of such date. The balance in the Account
         shall equal the amount credited


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         pursuant to Section 4.2, and shall be adjusted in the manner
         provided in Section 4.4.

                  (b) ACCOUNTING. The Corporation, through its accounting
         records, shall maintain a separate and distinct record of the amount in
         each Account as adjusted to reflect income, gains, losses and
         distributions.

                  Section 4.4.  ADJUSTMENTS TO ACCOUNTS.

                  (a) Each Director's Account shall be immediately debited with
         the amount of any distributions under the Plan to or on behalf of the
         Director or, in the event of his death, his Beneficiary.

                  (b) The Director's Account shall next be credited or debited,
         as the case may be, with an income (loss) factor equal to an amount
         determined by multiplying (i) the balance credited to the Director's
         Account as of the immediately preceding Accounting Date (as adjusted
         pursuant to Section 4.2 and Section 4.4(a) for the current Accounting
         Period) by (ii) the rate of return for the Accounting Period or portion
         thereof ending on such Accounting Date on deemed investments provided
         for in Section 5.3.

                  Section 4.5. STATEMENT OF ACCOUNTS. As soon as practicable
after the end of each Accounting Period, a statement shall be furnished to each
Director or, in the event of his death, to his Beneficiary showing the status of
his Account as of the end of the Accounting Period, any changes in his Account
since the end of the immediately preceding Accounting Period, and such other
information as the Administrator shall determine.

                  Section 4.6. VESTING OF ACCOUNTS. Subject to Section 5.1, each
Director shall at all times have a nonforfeitable interest in his Account
balance.


                        ARTICLE V. FINANCING OF BENEFITS

                  Section 5.1. FINANCING OF BENEFITS. Benefits payable under the
Plan to a Director or, in the event of his death, to his Beneficiary shall be
paid by the Corporation from its general assets. The obligation to make payment
of benefits under the Plan represents an unfunded, unsecured obligation of the
Corporation. Notwithstanding the fact that the Directors' Accounts may be
adjusted by an amount that is measured by reference to the performance of any
deemed investments as provided in Section 5.3, no person entitled to payment
under the Plan shall have any claim, right, security interest or other interest
in any fund, trust, account, insurance contract, or asset of the Corporation
which may be responsible for such payment.


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                  Section 5.2. SECURITY FOR BENEFITS. Notwithstanding the
provisions of Section 5.1, nothing in this Plan shall preclude the Corporation
from setting aside amounts in trust (the "Trust") pursuant to one or more trust
agreements between a trustee and the Corporation. However, no Director or
Beneficiary shall have any secured interest or claim in any assets or property
of the Corporation or the Trust and all funds contained in the Trust shall
remain subject to the claims of the Corporation's general creditors.

                  Section 5.3. HYPOTHETICAL INVESTMENTS. A Director's Account
will be deemed to be invested in one or more of the following investment funds
("Investment Funds"), which, except for (h) below, shall correspond to the funds
available from time to time under the Corporation's Capital Accumulation Plan:

                  (a)      The Fixed Income Fund
                  (b)      The Balanced Fund
                  (c)      The Equity Fund
                  (d)      The Small Cap Fund
                  (e)      The International Equity Fund
                  (f)      The Blended Equity Fund
                  (g)      The Common Stock Fund
                  (h)      An obligation of the Corporation bearing interest at
                           prime rate adjusted on the first day of January,
                           April, July and October.

                  Each Director shall file an investment preference request
("Request") to be effective as of the beginning of the next Accounting Period
with respect to amounts previously and/or subsequently credited to his Account.
A Request will advise the Administrator as to the Director's preference with
respect to Investment Funds for all or some portion of the amounts credited to a
Director's Account in specified multiples of 1%.

                  A Request, unless modified as described below, shall apply to
all amounts credited to a Director's Account. A Request may be changed with
respect to the amounts previously credited to a Director's Account as of such
date and amounts subsequently credited to his Account by giving the
Administrator prior written notice. Any such modified Request shall be effective
as of the day the Request is received by the Administrator.

                  Notwithstanding the foregoing, if a Director modifies his
Request to have the deemed investment of any portion of the amounts previously
credited to such Director's Account changed (x) to the Common Stock Fund from
any of the other Investment Funds, or (y) from the Common Stock Fund to any of
the other Investment Funds, then in either such case such Request will not be
processed by the Administrator if, in the sole judgment of the Administrator,
the processing of such Request would result in the Director being liable to the
Corporation under Section 16(b) of the Securities Exchange Act of 1934, as
amended.


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                  Earnings on any amounts deemed to have been invested in any
Investment Fund shall be deemed to have been reinvested in such fund.


                      ARTICLE VI. DISTRIBUTION OF BENEFITS

                  Section 6.1. SETTLEMENT DATE. A Director or, in the event of
his death, his Beneficiary shall be entitled to distribution of all or a part of
the balance of his Account, as provided in this Article VI, following his
Settlement Date or Dates.

                  Section 6.2. AMOUNT TO BE DISTRIBUTED. The amount to which a
Director or, in the event of his death, his Beneficiary is entitled in
accordance with the following provisions of this Article shall be based on the
Director's adjusted Account balance determined as of the Accounting Date
coincident with or next following his Settlement Date or Dates.

                  Section 6.3. IN-SERVICE DISTRIBUTION. A Director may
irrevocably elect to receive an in-service distribution of his deferred Fees for
any Plan Year on or commencing not earlier than the beginning of the third Plan
Year following the Plan Year in which such Fees otherwise would have been
payable. A Director's election of an in-service distribution shall be made in
the Participation Agreement filed for the Plan Year as provided in Section 3.1.
The Director shall elect irrevocably to receive such Fees as an in-service
distribution under one of the forms as provided in Section 6.4. Any benefits
paid to the Director as an in-service distribution shall reduce the Director's
Account.

                  Section 6.4. FORM OF DISTRIBUTION. As soon as practicable
after the end of the Accounting Period in which a Director's Settlement Date
occurs, but in no event later than thirty days following the end of such
Accounting Period, the Corporation shall distribute or cause to be distributed,
to the Director the balance of the Director's Account as determined under
Section 6.2, under one of the forms provided in this Section. Notwithstanding
the foregoing, if elected by the Director, the distribution of all or a portion
of the Director's Account may be made or commence at the beginning of the Plan
Year next following his Settlement Date. In the event of a Director's death, the
balance of his Account shall be distributed to his Beneficiary in a lump sum.

                  Distribution of a Director's Account with respect to any
Deferral Period shall be made in one of the following forms as elected by the
Director:

                  (a) by payment in cash in a single lump sum;



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                  (b) by payment in cash in not greater than ten annual
         installments; or

                  (c) a combination of (a) and (b) above. The Director shall
         designate the percentage payable under each option.

The Director's election of the form of distribution shall be made by written
notice filed with the Administrator at least one (1) year prior to the
Director's voluntary retirement as a Director. Any such election may be changed
by the Director at any time and from time to time without the consent of any
other person by filing a later signed written election with the Administrator;
provided that any election made less than one (1) year prior to the Director's
voluntary termination as a Director shall not be valid, and in such case payment
shall be made in accordance with the Director's prior election.

                  The amount of each installment shall be equal to the quotient
obtained by dividing the Director's Account balance as of the date of such
installment payment by the number of installment payments remaining to be made
to or in respect of such Director at the time of calculation.

                  If a Director fails to make an election in a timely manner as
provided in this Section 6.4, distribution shall be made in cash in a lump sum.

                  Section 6.5. SPECIAL DISTRIBUTIONS. Notwithstanding any other
provision of this Article VI, a Director may elect to receive a distribution or
part or all of his or her Account in one or more distributions if (and only if)
the amount in the Director's Account subject to such distribution is reduced by
ten percent (10%). The remaining ten percent (10%) of the portion of the
electing Director's Account subject to such distribution shall be forfeited.

                  Section 6.6.  BENEFICIARY DESIGNATION. As used in the
Plan the term "Beneficiary" means:

                           (a)  The person last designated as Beneficiary by
                  the Director in a writing on a form prescribed by the
                  Administrator;

                           (b)  If there is no designated Beneficiary or if
                  the person so designated shall not survive the
                  Director, such Director's spouse; or

                           (c) If no such designated Beneficiary and no such
                  spouse is living upon the death of a Director, or if all such
                  persons die prior to the full distribution of the Director's
                  Account balance, then the legal representative of the last
                  survivor of the Director and such persons, or, if the
                  Administrator shall not


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                  receive notice of the appointment of any such legal
                  representative within one year after such death, the
                  heirs-at-law of such survivor shall be the Beneficiaries to
                  whom the then remaining balance of the Director's Account
                  shall be distributed (in the proportions in which they would
                  inherit his intestate personal property).

Any Beneficiary designation may be changed from time to time by the filing of a
new form. No notice given under this Section shall be effective unless and until
the Administrator actually receives such notice.

                  Section 6.7. FACILITY OF PAYMENT. Whenever and as often as any
Director or his Beneficiary entitled to payments hereunder shall be under a
legal disability or, in the sole judgment of the Administrator, shall otherwise
be unable to apply such payments to his own best interests and advantage, the
Administrator in the exercise of its discretion may direct all or any portion of
such payments to be made in any one or more of the following ways: (i) directly
to him; (ii) to his legal guardian or conservator; or (iii) to his spouse or to
any other person, to be expended for his benefit; and the decision of the
Administrator, shall in each case be final and binding upon all persons in
interest.


             ARTICLE VII. ADMINISTRATION, AMENDMENT AND TERMINATION

                  Section 7.1. ADMINISTRATION. The Plan shall be administered by
the Administrator. The Administrator shall have such powers as may be necessary
to discharge its duties hereunder. The Administrator may, from time to time,
employ agents and delegate to them such administrative duties as it sees fit,
and may from time to time consult with legal counsel who may be counsel to the
Corporation. The Administrator shall have no power to add to, subtract from or
modify any of the terms of the Plan, or to change or add to any benefits
provided under the Plan, or to waive or fail to apply any requirements of
eligibility for a benefit under the Plan. No member of the Administrator shall
act in respect of his own Account. All decisions and determinations by the
Administrator shall be final and binding on all parties. All decisions of the
Administrator shall be made by the vote of the majority, including actions and
writing taken without a meeting. All elections, notices and directions under the
Plan by a Director shall be made on such forms as the Administrator shall
prescribe.

                  Section 7.2. AMENDMENT, TERMINATION AND WITHDRAWAL. The Plan
may be amended from time to time or may be terminated at any time by the Board.
No amendment or termination of the Plan, however, may adversely affect the
amount or timing of payment of


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any person's benefits accrued under the Plan to the date of amendment or
termination without such person's written consent.

                  Section 7.3. SUCCESSORS. The Corporation shall require any
successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of the business and/or
assets of the Corporation expressly to assume and to agree to perform this Plan
in the same manner and to the same extent the Corporation would be required to
perform if no such succession had taken place. This Plan shall be binding upon
and inure to the benefit of the Corporation and any successor of or to the
Corporation, including without limitation any persons acquiring directly or
indirectly all or substantially all of the business and/or assets of the
Corporation whether by sale, merger, consolidation, reorganization or otherwise
(and such successor shall thereafter be deemed the "Corporation" for the
purposes of this Plan), and the heirs, beneficiaries, executors and
administrators of each Director.

                  Section 7.4. EXPENSES. All expenses of the Plan shall be paid
by the Corporation from funds other than those deemed investments as provided in
Section 5.3, except that brokerage commissions and other transaction fees and
expenses relating to the investment of deemed assets and investment fees
attributable to commingled investment of such assets shall be paid from or
charged to such assets or earnings thereon.


                     ARTICLE VIII. APPROVAL BY STOCKHOLDERS

                  Section 8.1. APPROVAL OF THE PLAN. The Plan shall be submitted
for approval by the stockholders of the Corporation. If such approval has not
been obtained by June 1, 1995, this Plan shall be nullified and all Deferral
Commitments shall be rescinded, and each Director shall receive in cash the full
amount of such Director's Account balance without interest.


                            ARTICLE IX. MISCELLANEOUS

                  Section 9.1. NO CONTINUING RIGHT AS DIRECTOR. Neither the
adoption or operation of this Plan, nor any document describing or referring to
this Plan, or any part thereof, shall confer upon any Director any right to
continue as a Director of the Corporation or any subsidiary of the Corporation.

                  Section 9.2. APPLICABLE LAW. All questions arising in respect
of the Plan, including those pertaining to its validity, interpretation and
administration, shall be governed, controlled and determined in accordance with
the applicable provisions of the laws of the State of Ohio.



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                  Section 9.3. INTERESTS NOT TRANSFERABLE. No person shall have
any right to commute, encumber, pledge or dispose of any interest herein or
right to receive payments hereunder, nor shall such interests or payments be
subject to seizure, attachment or garnishment for the payments of any debts,
judgments, alimony or separate maintenance obligations or be transferable by
operation of law in the event of bankruptcy, insolvency or otherwise, all
payments and rights hereunder being expressly declared to be nonassignable and
nontransferable.

                  Section 9.4. SEVERABILITY. Each section, subsection and lesser
section of this Plan constitutes a separate and distinct undertaking, covenant
and/or provision hereof. Whenever possible, each provision of this Plan shall be
interpreted in such manner as to be effective and valid under applicable law. In
the event that any provision of this Plan shall finally be determined to be
unlawful, such provision shall be deemed severed from this Plan, but every other
provision of this Plan shall remain in full force and effect, and in
substitution for any such provision held unlawful, there shall be substituted a
provision of similar import reflecting the original intention of the parties
hereto to the extent permissible under law.

                  Section 9.5. WITHHOLDING OF TAXES. The Corporation may
withhold or cause to be withheld from any amounts payable under this Plan all
federal, state, local and other taxes as shall be legally required.

                  IN WITNESS WHEREOF, The LTV Corporation has caused this
instrument to be executed in its name as of the date first above written.

                                               THE LTV CORPORATION


                                               By:
                                                  ----------------------------

                                               Its:
                                                   ---------------------------

Attest:

----------------------------



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