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                                                                   EXHIBIT 10.51


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


         THIS EMPLOYMENT, RETIREMENT AND NON-COMPETITION AGREEMENT (this
"Agreement") is made and entered into this 28th day of December, 1998, 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 DAVID H. HOAG,
("Executive"),


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

         WHEREAS, Executive is an employee and director of the Company and
currently serves as Chairman of the Board of Directors of the Company;

         WHEREAS, Executive voluntarily relinquished his position as Chief
Executive Officer of the Company on September 1, 1998, remains as Chairman, and
the Company and Executive have determined that Executive shall resign as a
director of the Company effective January 31, 1999, and shall retire as an
employee of the Company effective February 1, 1999:

         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 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 December
28, 1998 (the "Effective Date") and shall continue in effect as provided herein.

         2. EMPLOYMENT. Commencing on the date hereof, Executive's employment
shall continue through January 31, 1999 (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
Chairman of the Board of Directors of the Company and as an advisor to the Chief
Executive Officer of the Company.

         4. COMPENSATION 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;

         (b) continue Executive's eligibility for a 1998 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 prior practice; and

         (c) continue to permit Executive to participate in the Company's
medical and life insurance programs, and other plans, programs and perquisites
appropriate for his position and status as if he remained chief executive
officer of the Company, on the same basis that Executive has participated in
such plans, programs and perquisites, until the end of the Employment Term.

         5. RESIGNATION AND RETIREMENT.

         (a) Executive hereby (i) effective February 1, 1999 (the "Retirement
Date") resigns and retires as an employee of the Company, and, (ii) to the
extent not previously accomplished, (A) resigns from all boards and offices of
any entity that is a subsidiary of or is otherwise related to or affiliated with
the Company, (B) 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 (C) agrees to resign from any nonprofit positions
related to his services to the Company as the Company may request. The Company
hereby consents to and accepts said resignations, and the Company records shall
so reflect.

         (b) The Company and Executive agree that Executive shall resign as a
member of the Company's Board of Directors on January 31, 1999.

         (c) Upon his retirement, Executive shall be entitled to retirement
benefits under plans of the Company in accordance with their terms.

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



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         (a) LONG-TERM INCENTIVE PLAN. If Executive remains in the continuous
employ of the Company through January 31, 1999, then, as of such date, or, if
earlier, upon his death or termination by the Company without Cause,

                  (i) the restrictions on the 8,600 shares of Restricted Stock
         awarded to Executive on October 27, 1994 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) all options to acquire Common Stock of the Company
         ("Options") granted pursuant to the MIP to Executive on or before
         January 31, 1999, shall become exercisable to the extent not previously
         exercisable;

                  (iii) for purposes of the 28,000 Performance Shares awarded to
         Executive pursuant to the MIP on April 25, 1997, and the 28,000
         Performance Shares awarded to Executive pursuant to the MIP on February
         26, 1998, 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;

                  (iv) the restrictions on the 1,500 shares of Restricted Stock
         awarded under the Management Stock Acquisition Program ("MSAP") portion
         of the MIP plus any reinvested dividends shall lapse;

                  (v) the restrictions on the 4,097 matching shares awarded
         under the MSAP plus any reinvested dividends shall lapse;

                  (vi) the restrictions on matching shares (if any) resulting
         from Executive's deferral of a portion of his bonus for 1998 under the
         Annual Incentive Program ("AIP") portion of the MIP plus any reinvested
         dividends shall lapse; and

                  (vii) Executive's retirement shall be an early retirement
         approved by the Compensation and Organization Committee of the Board of
         Directors of the Company for purposes of the MIP.

This Section 6(a) shall, without additional actions by the Company and
Executive, be deemed to amend each agreement granting options or awarding
restricted stock or performance shares under 



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the MIP and referred to in this Section 6(a) to Executive to the extent
necessary to implement the foregoing.

         (b) For purposes of this Section 4,

                  (i) "Cause" shall mean (A) the willful and continued failure
         by Executive to perform substantially the duties of his position as
         Chairman and (B) the willful engaging by Executive in conduct which is
         demonstrably injurious to the Company or an Affiliate; and

                  (ii) "Affiliate" shall mean a corporation, partnership, joint
         venture, unincorporated association or other entity in which the
         Company has a direct or indirect ownership or other equity interest.

         (c) ESTATE ENHANCEMENT PROGRAM. At the election of Executive on or
before January 31, 1999, the Company will enter into agreements mutually
agreeable to Executive and the Company that implement an "estate enhancement
program" for Executive. Under such program, Executive shall relinquish some or
all of the payments which may become due to him pursuant to Paragraph 9(f) of
this Agreement in exchange for (i) the payment by the Company of premiums on a
split-dollar life insurance policy to be owned by a trust created by Executive
and assigned as collateral to the Company, and (ii) upon the death of the later
to die of Executive and his spouse, a charitable contribution by the Company
honoring the name of Executive; provided, however, that nothing in this
Paragraph 6(c) shall obligate the Company to pay any such premiums unless the
Company would be obligated to make payments pursuant to Paragraph 9(f) absent
such election. The economic terms of such exchange are set forth on Exhibit C.


         7. RELEASES BY EXECUTIVE.

         (a) In consideration of the payments made and to be made and the
benefits to be received by Executive pursuant to Paragraphs 6 and 9 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


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         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
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 Paragraph 8, 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

                  (iii) 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 this Agreement. If Executive
         does exercise his right to revoke this Agreement, 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 6 and 9 of this
         Agreement, except as may be required under the Consolidated Omnibus
         Reconciliation Act of 1986 and except to the extent 


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         Executive is entitled to such benefits by reason of agreements and
         plans other than this Agreement.

         (c) As a condition of the Company's obligation to make payments or
provide benefits to Executive as set forth in Paragraphs 6 and 9 of this
Agreement, Executive shall, if requested by the Company, at the time of his
retirement as an employee of the Company pursuant to Paragraph 5 of this
Agreement, execute and deliver a release substantially similar in form and
substance to this Paragraph 7, but effective as of the Retirement Date.

         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 subparagraph (b) of this
Paragraph 8. 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 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 termination of Executive's services for the Company 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 


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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. NONCOMPETITION; CERTAIN ACTIONS.

         (a) Executive agrees that for a period commencing on the Retirement
Date through January 31, 2002 (the "Non-Compete Period"), within the Territory
(as described in subparagraph (b) (i) of this Paragraph 9), 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
         subparagraph (b) (ii) of this Paragraph 9); 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 Retirement
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 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 


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Company or any majority-owned affiliate thereof, (ii) any form of restructuring,
recapitalization or similar transaction with respect to the Company or any such
affiliate, or (iii) any demand, request or proposal to amend, waive or terminate
any provision of this subparagraph 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 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. and Sumitomo Metals Industries, Limited).

         (f) In consideration of the promises of Executive in this Agreement,
including without limitation this Paragraph 9, the Company shall pay Executive a
non-compete fee of TWENTY-FIVE THOUSAND DOLLARS ($25,000) per month during the
Non-Compete Period, if Executive shall then be alive, in each case payable on
the last day of the month. In the event any provision of this Agreement shall be
held unenforceable by a court in a manner that 


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is materially adverse to the Company, the Company may cease payments of the
non-compete fee to Executive.

         (g) 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.

         (h) 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 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, (i) in the case of a breach of any provision of this
Agreement, immediately terminate all remaining payments described in Paragraph 9
of this Agreement, and (ii) in the case of a breach of either Paragraph 8 or
Paragraph 9 of this Agreement, obtain reimbursement from Executive of all
payments by the Company already provided pursuant to Paragraph 9 of this
Agreement, plus 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 9 of this Agreement, the Company shall be
entitled to immediate injunctive relief and may obtain a temporary order
restraining 


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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 Section 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) 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;

                  (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) 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 



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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 subparagraphs (a) and (b) of this Paragraph 13.

         (d) This Agreement is intended to be for the exclusive benefit of the
parties hereto, and except as provided in subparagraphs (a) and (b) of this
Paragraph 13, 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 in the same manner and to the same
extent that the Company would be required to perform this Agreement.

         14. NON-DISCLOSURE. 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, 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 11 of this Agreement, but
only to the extent required thereby). 




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         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 principal residence, 30 Winterberry Lane, Moreland Hills, Ohio
44022, 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 and Executive acknowledge and
agree that each shall be responsible for the payment of their respective
professional fees and costs (and related disbursements) incurred in connection
with Executive's termination and resignation and all matters relating to the
negotiation and execution 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 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 Section 16(b), legal fees and



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related expenses shall not be reimbursed pursuant to this Section 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 Section
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 Paragraphs 6 and 9 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 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, and any 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
regulations. 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 other current and former senior
executive officers and directors of the Company. 




                                      -13-
<PAGE>   14

         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
Executive's retirement has been approved by resolution of the Organization and
Compensation Committee of the Board of Directors of the Company, and 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.

         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.

         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement on the date set forth above. 


                                         THE LTV CORPORATION 


Witness: /s/ Christine Faile             By: /s/ Glenn J. Moran
       --------------------------          --------------------------------
                                           Glenn J. Moran
                                           Its:  Senior Vice
                                           President, General Counsel
                                           and Secretary



                                             /s/ David H. Hoag
                                           -------------------------------- 
                                               David H. Hoag



                                      -14-
<PAGE>   15

                                   EXHIBIT A
                                   ---------

All countries, possessions and territories within North America.







                                      
<PAGE>   16

                                   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, as well as tubular and tin
mill products and metal building systems, and integrated steel
making and sales thereof; sale and supply of aluminum for the
automotive industry.








                                     
<PAGE>   17

                                   EXHIBIT C
                                   ---------


             Economic Terms of Estate Enhancement Program Exchange
             -----------------------------------------------------


1.       Executive will relinquish a portion or all of the non-compete payments
         that may be due him under Section 9(f) of the Agreement.

2.       In exchange for Executive's relinquishment pursuant to 1, the Company
         will make monthly payments of premiums on a second-to-die split dollar
         life insurance policy (the "Policy") insuring the lives of Executive
         and his spouse, to be owned by a trust (the "Trust") created by
         Executive, and assigned as collateral to the Company (the
         "Assignment"). The premiums will be equal to the elected non-compete
         payments that would otherwise be paid.


3.       Under the Policy and the Assignment, upon the death of the later to die
         of Executive and his spouse, the Policy will first provide a death
         benefit to the Company in an amount equal to the greater of the
         premiums paid by the Company or the Policy's then cash value; any
         remaining death benefits will be paid to the Trust.

4.       The Company will, in honor of Executive, contribute amounts received,
         if any, pursuant to 3 in excess of the premiums paid by the Company to
         one or more public charities. For purposes hereof, a public charity is
         an organization exempt from tax under Section 501(c) (3) of the
         Internal Revenue Code of 1986, as amended, or any successor provision
         thereto.

5.       The risk of any adverse investment experience and adverse tax treatment
         shall be borne by the Trust and Executive.