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                                                                 Exhibit (3)-(1)


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                               THE LTV CORPORATION

         The LTV Corporation, a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

         1. The name of the Corporation is The LTV Corporation and the name
under which the corporation was originally incorporated is Spring Valley
Corporation.

The date of filing its original Certificate of Incorporation with the Secretary
of State was November 20, 1958.

         2. This Restated Certificate of Incorporation amends, restates and
integrates the provisions of the Certificate of Incorporation of this
corporation as hereby and heretofore amended or supplemented.

         3. The text of the Certificate of Incorporation as hereby and
heretofore amended or supplemented is hereby restated to read as herein set
forth in full:

         FIRST.  The name of the Corporation is

                              THE LTV CORPORATION.

         SECOND. The name and address of its registered agent and office is The
Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801.

         THIRD. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

         FOURTH. The Corporation is authorized to issue one hundred seventy
million (170,000,000) shares of capital stock. One hundred fifty million
(150,000,000) of the authorized shares shall be common stock, fifty cents
($0.50) par value each ("Common Stock"), and twenty million (20,000,000) of the
authorized shares shall be preferred stock, one dollar ($1.00) par value each.
Shares of preferred stock may be issued from time to time in one or more series,
each such series to have such distinctive designation or title as may be fixed
by the Board of Directors prior to the issuance of any shares thereof. Each such
series shall have such voting powers, full or limited, or no voting powers, and
such designations, preferences and relative, participating, optional or other
special rights, and qualifications, or restrictions thereof, as shall be stated
in the resolution or resolutions providing for the issue of such series of
preferred stock as may be adopted from time to time by the Board of Directors
prior to the issuance of any shares thereof, in accordance with the laws of the
State of Delaware. Each share of any series of


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preferred stock shall be identical with all other shares of such series, except
as to the date from which accumulated preferred or preference dividends, if any,
shall be cumulative.

         No stockholder of this Corporation shall by reason of his holding
shares of any class have any preemptive or preferential right to purchase or
subscribe to any shares of any class of the Corporation, now or hereafter to be
authorized, or any notes, debentures, bonds, or other securities convertible
into or carrying warrants or options to purchase shares of any class, now or
hereafter to be authorized, whether or not the issuance of any such shares or
such notes, debentures, bonds or other securities would adversely affect the
dividend or voting rights of such stockholder, other than such rights, if any,
as the Board of Directors, in its discretion may fix; and the Board of Directors
may issue shares of any class of this Corporation, or any notes, debentures,
bonds, or other securities convertible into or carrying options or warrants to
purchase shares of any class, without offering any such shares of any class,
either in whole or in part, to the existing stockholders of any class.

         FIFTH. Cumulative voting for the election of directors shall not be
permitted.

           SIXTH. The following provisions are adopted for the management of the
business and for the conduct of the affairs of the corporation, and for
creating, defining, limiting and regulating the powers of the corporation, its
directors and stockholders:

         (a) The business of the corporation shall be managed by its Board of
Directors and the Board of Directors shall have power to exercise all the powers
of the corporation, including (but without limiting the generality hereof) the
power to create mortgages upon the whole or any part of the property of the
corporation, real or personal, without any action of or by the stockholders
except as otherwise provided by statute or by the By-Laws.

         (b) The number of directors which shall constitute the whole Board of
Directors shall be such as is from time to time fixed solely by resolution
adopted by the affirmative vote of a majority of the entire Board of Directors,
but in no case shall the number be less than three (3) or more than fifteen
(15).

         (c) The directors (other than any directors which may be elected by the
class vote of any series of the preferred stock of the Corporation pursuant to
the terms thereof, which directors shall be elected at the time and serve for
the term specified in the resolutions providing for the issue of such series of
preferred stock) shall be divided into three classes each consisting of
one-third of such directors as nearly as may be.

         At the annual meeting of stockholders in 1994, one class of such
directors shall be elected for a one-year term, one class for a two-year term
and one class for a three-year term. At each succeeding annual meeting of
stockholders, successors to the class of directors whose term expires in that
year shall be elected for a three-year term. If the number of such directors is
changed, any increase or decrease in such directors shall be apportioned among
the classes so as to maintain the class as nearly equal in number as possible,
and any additional director to any class shall hold office for a term which
shall coincide with the term of such class. In no event shall a decrease in the
number of directors shorten the term of any incumbent director. No



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person shall be eligible to be elected as a director if such person is 70 years
old or older at the time of election.

         If and so long as the collective bargaining agreement between LTV Steel
Company, Inc. and the United Steelworkers of America so provides, it shall be a
qualification for one seat on the Board of Directors of the Corporation that the
person elected to such seat shall have been nominated by the United Steelworkers
of America, provided that any such nominee shall be reasonably satisfactory to
the Corporation.

         A director shall hold office until the annual meeting for the year in
which his term expires and his successor is elected and qualifies; subject,
however, to the provisions of the following paragraph and to prior resignation,
death or removal as provided in such paragraph or otherwise by law. Upon the
resignation, death or removal of any director, the term of his successor shall
be the same term as that of the director who has so resigned, died or been
removed. At each election, the persons receiving the greatest number of votes
shall be the directors. Vacancies on the Board of Directors resulting from
death, resignation, removal or otherwise and newly created directorships
resulting from any increase in the number of directors may be filled solely by a
majority of the directors then in office (although less than a quorum) or by the
sole remaining director, and each director so elected shall hold office for a
term that shall coincide with the term of the class to which such director shall
have been elected; provided, however, that whenever the holders of any class or
classes of stock or series thereof are entitled to elect one or more directors,
vacancies and newly created directorships of such class or classes or series
shall be filled in the manner provided in the constituent instrument
establishing such class, classes or series.

         Unless otherwise agreed by a majority of the other directors, a
director's term shall expire:

         (1) in the case of any director, (A) if, in the opinion of a majority
of the other directors, such director has suffered from a serious disability or
illness that has or will significantly interfere with his ability to perform his
duties as director or (B) such director has attended fewer than 60% of the
meetings of the Board of Directors over the previous twelve calendar month
period;

         (2) in the case of any director who is an officer or employee of the
Corporation or any of its subsidiaries, at the end of the second month following
(A) such director's retirement or resignation from his position as an officer or
employee of the corporation and its subsidiaries or (B) such director being
terminated from his position or otherwise demoted by the Corporation and its
subsidiaries; and

         (3) in the case of any director other than those referred to in (2)
above, at the end of the second month following a change in such director's
occupation or position of employment if, in the opinion of a majority of the
other directors, such change has significantly diminished his ability to
contribute as a director.


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         (d) The Board of Directors shall have power to make, alter and repeal
By-Laws subject to such restrictions upon the exercise of such power as may be
imposed by the stockholders in any By-Laws adopted by them from time to time.

         (e) The Board of Directors shall have power in its discretion to fix,
determine, and vary from time to time the amount to be retained as surplus, and
the amount or amounts to be set apart out of any of the funds of the corporation
available for dividends, as working capital, or a reserve or reserves for any
proper purpose, and to abolish any such reserve to the manner in which it was
created.

         (f) The Board of Directors shall, except as otherwise provided by law,
have power in its discretion from time to time to determine whether and to what
extent and at what times and places and under what conditions and regulations
the books and accounts of the corporation, or any of them, other than the stock
ledger shall be open to the inspection of the stockholders, and no stockholder
shall have any right to inspect any account or book or document of the
corporation, except as conferred by law or authorized by resolution of the
directors or of the stockholders.

         (g) The Board of Directors shall have the power, by resolution adopted
by the affirmative vote of a majority of the whole Board of Directors, to
appoint one or more committees, including, but not limited to, an executive
committee, each committee to consist of two or more of the directors of the
Corporation. Any such committee or committees, to the extent provided in the
resolution or in the By-Laws of the Corporation or in the laws of the State of
Delaware and subject thereto, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
Corporation.

         (h) A special meeting of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the Chairman of the
Board of Directors or by the President and shall be called by the President or
Secretary at the request in writing of a majority of the Board of Directors, or
at the request in writing of stockholders holding not less than 25% of the
outstanding Common Stock.

         (i) (1) When a quorum is present at any meeting the vote of the holders
of a majority of the votes attributed to the stock having voting power present
in person or represented by proxy shall decide any question brought before such
meeting unless the question is one upon which by express provision of the
statutes or of this Certificate of Incorporation a different vote is required in
which case such express provision shall govern and control the decision of such
question.

         (2) In all elections of directors, each stockholder shall have the
right to vote the number of votes attributed to the shares of the capital stock
having voting power held by such stockholder, in person or by proxy, for as many
persons as there are directors to be elected; in deciding all other questions at
the meetings of stockholders, each stockholder shall be entitled to one vote per
share, unless the constituent instrument establishing the class of capital stock
held provides a different vote or votes for each share of such class in which
event each stockholder holding shares of such class shall be entitled to such
vote or votes, in person or by proxy, for



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each share of the capital stock having voting power held by such stockholder,
but no proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period.

         SEVENTH. Meetings of stockholders may be held outside the State of
Delaware if the By-Laws so provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation. Election of directors
need not be by ballot unless the By-Laws of the Corporation shall so provide.

         EIGHTH. (a) A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by Delaware Law.

         (b) (1) Each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (and whether or not by
or in the right of the Corporation), by reason of the fact that such person is
or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director or officer or in any other capacity of
or in another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless by the Corporation to the
fullest extent permitted by Delaware Law. The right to indemnification conferred
in this Article Eighth shall also include the right to be paid by the
Corporation the expenses incurred in connection with any such proceeding in
advance of its final disposition to the fullest extent authorized by Delaware
Law. The right to indemnification conferred in this Article Eighth shall be a
contract right.

         (2) The Corporation may, by action of its Board of Directors, provide
indemnification to such of the employees and agents of the Corporation to such
extent and to such effect as the Board of Directors shall determine to be
appropriate and authorized by Delaware Law.

         (c) The Corporation shat have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent or in any other capacity of or in another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss incurred by such person in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under Delaware Law.

         (d) The rights and authority conferred in this Article Eighth shall not
be exclusive of any other right which any person may otherwise have or hereafter
acquire.

         (e) Neither the amendment nor repeal of this Article Eighth, nor the
adoption of any provision of this Certificate of Incorporation or the By-Laws of
the Corporation, nor, to the fullest extent permitted by Delaware Law, any
modification of law, shall eliminate or reduce the effect of this Article Eighth
in respect of any acts or omissions occurring prior to such


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amendment, repeal, adoption or modification. The rights and authority conferred
in this Article Eighth shall continue as to a person who shall have ceased to be
a director, officer, employee or agent of the Corporation or engaged in any
other enterprise at the request of the corporation, shall inure to the benefit
of the heirs, executors and administrators of such person and shall be available
wish respect to claims which antedate the adoption of Article Eighth.

         NINTH. (a) Solely for the purpose of permitting the utilization of the
net operating loss carryovers, capital loss carryovers and future deductions
(the "Tax Benefits") to which the Corporation (or any other member of the
consolidated group of which the corporation is common parent for federal income
tax purposes) is or may be entitled pursuant to the Internal Revenue Code of
1986, as amended, or any successor statute (collectively the "Code") and the
regulations thereunder, the following restrictions shall apply until the
Expiration Date, unless the Board of Directors has waived such restrictions in
respect of all transfers in accordance with subparagraph (a)(v) or paragraph (g)
below.

         (i) From and after June 28, 1993 no person other than the Corporation
shall, except as provided in subparagraph (ii) below, transfer to any person any
direct or indirect interest in any Stock, SARs or Warrants to the extent that
such transfer, if effective, would cause the Ownership Interest Percentage of
the transferee or any other person to increase to 4.5 percent or above, or from
4.5 percent or above to a greater Ownership Interest Percentage; provided,
however, that if such Stock, SARs or Warrants would be beneficially owned by an
Investment Company following such transfer, such transfer shall not be
prohibited unless the person whose Ownership Interest Percentage would so
increase is a beneficial owner of such Stock, SARs or Warrants following such
transfer. Nothing in this Article Ninth shall preclude the settlement of any
transaction entered into through the facilities of the New York Stock Exchange,
Inc. or any other national securities exchange in the Stock, Warrants or SARs.
Any securities involved in any such transaction, and the Purported Acquiror (as
defined below) thereof, shall remain subject to the provisions of this Article
Ninth in respect of such transaction. Unless a transferor has actual knowledge
that a transfer by it is prohibited by this subparagraph (a)(i), (A) such
transferor shall have no liability whatsoever to the Corporation in respect of
any losses or damages suffered by the Corporation as a result of such transfer
and the Corporation shall have no cause of action or rights against the
transferor in respect of such losses or damages, (B) such transferor shall have
no liability whatsoever to any transferee in respect of any losses or damages
suffered by such transferee by virtue of the operation of this Article Ninth and
(C) such transferee shall have no cause of action or rights against the
transferor in respect of such losses or damages, including, without limitation,
for breach of warranty of the transferor implied by applicable law as to the
effectiveness and rightfulness of the transfer.

         (ii) Any transfer of Stock, Warrants or SARs that would otherwise be
prohibited pursuant to the preceding subparagraph shall nonetheless be permitted
if (A) prior to such transfer being consummated (or, in the case of an
involuntary transfer, as soon as practicable after the transaction is
consummated), the Board of Directors approves the transfer (such approval may
relate to a transfer or series of identified transfers), (B) such transfer is
pursuant to any transaction, including, but not limited to, a merger or
consolidation, in which all holders of Common Stock receive, or are offered the
same opportunity to receive, cash or other consideration for all such Common
Stock, and upon the consummation of which the acquiror



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will own at least a majority of the outstanding shares of Common Stock or (C)
such transfer is to an underwriter for distribution in a public offering;
provided, however, that transfers by such underwriter to purchasers in such
offering remain subject to this Article Ninth.

         (iii) The Board of Directors shall approve a transfer (such approval
may relate to a transfer or series of identified transfers) pursuant to
subparagraph (ii)(A) above unless the Board of Directors concludes (x) that
there is a reasonable likelihood that such transfer will create or increase a
material risk that limitations pursuant to Section 382 of the Code will be
imposed on the utilization of the Tax Benefits, either at the time of the
transfer or a reasonable time thereafter, and (y) that the benefits of such
transaction to the shareholders of the Corporation as a whole are not sufficient
to permit the transfer in the light of the risk or increase in risk caused
thereby. In determining whether to approve a proposed transfer, the Board of
Directors may take into account: the opinion of legal counsel selected by the
Board of Directors ("Corporate Legal Counsel") addressing the relevant legal
considerations (such opinion shall take into account any private rulings
obtained by the Corporation from the Internal Revenue Service and shall take a
reasonable position with respect to the application and interpretation of
Section 382 of the Code and the regulations, including final, temporary and
proposed, thereunder (the "Regulations")); any information and opinions of legal
counsel provided by the person or persons requesting that the transfer be
permitted (the "proponent"); the ownership shifts that have previously taken
place; the size of the ownership shift that would result from the proposed
transaction; the effect of any reasonably foreseeable transactions by the
Corporation or any other person (including any transfer of Stock, SARs or
Warrants that the Corporation has no power to prevent, without regard to any
knowledge on the part of the Corporation as to the likelihood of such transfer);
the potential effect of any reasonably foreseeable value shifts among the
various classes or series of Stock (such value shifts to be calculated using
reasonable valuation methods and assumptions); the possible effects of an
ownership change within the meaning of Section 382 of the Code; and any other
factor deemed relevant by the Board of Directors to the preservation of the Tax
Benefits. The Corporation shall provide to the Proponent all material publicly
available information provided by the Corporation to Corporate Legal Counsel for
purposes of such counsel rendering the opinion referred to in the preceding
sentence; such information to be provided to the Proponent promptly after it is
provided to Corporate Legal Counsel. Notwithstanding anything in this
subparagraph (iii) to the contrary, the Board of Directors shall approve a
proposed transfer of Stock, SARs or Warrants presented for its review pursuant
to subparagraph (ii)(A) above if it determines that, prior to giving effect to
the proposed transfer, either (A) each of the proposed transferor and the
proposed transferee is a "5-percent shareholder" or "first tier entity" with
respect to the Corporation within the meaning of Section 382 of the Code and the
Regulations, (B) the proposed transferor is a "5-percent shareholder" or "first
tier entity" with respect to the Corporation within the meaning of Section 382
of the Code and the Regulations and each of (x) the proposed transferee and (y)
any other person or public group (as defined in Section 382 of the Code and the
Regulations to whom ownership of any Stock held by the proposed transferee
(including shares received upon a subsequent exercise of any Warrants or SARs)
would be attributable for purposes of Section 382 of the Code, has an Ownership
Interest Percentage of zero (disregarding for this purpose any Ownership
Interest Percentage resulting from the attribution to such person or public
group, prior to such transfer, of ownership of any portion of the Stock, SARs or
Warrants proposed to be transferred) or would not have an increase in Ownership
Interest Percentage as a result of the proposed transfer or (C)



<PAGE>   8

the proposed transfer is to a wholly owned subsidiary of the transferor or to a
trust all of the beneficial interests in which are owned by the transferor. If
requested by the Board of Directors, the Proponent shall deliver to the Board of
Directors all information relating to the proposed transfer and the parties
thereto and their respective affiliates that is reasonably available to such
parties and their respective affiliates and that the Board of Directors deems
reasonably necessary to make the determinations described in the first sentence
of this subparagraph (a)(iii) with respect to the proposed transfer (the
"Required Information"). The Board of Directors shall determine whether or not
to approve a proposed transfer within 60 days of the date it receives a request
for approval, provide, however, that the foregoing time limit shall not apply if
the Board of Directors requests the Proponent to provide the Required
Information and the Proponent does not provide such information to the Board of
Directors within 15 days of receipt of the Board of Directors' request. If the
Proponent does not provide the Required Information within 15 days of receipt of
the Board of Directors' request, the Board of Directors shall determine whether
or not to approve the proposed transfer within 45 days of the date it receives
the Required Information. Upon determining whether or not to approve a proposed
transfer, the Board of Directors shall cause the Corporation promptly to notify
the Proponent. If the Board of Directors determines not to approve a proposed
transfer, the Corporation will provide to the Proponent all material publicly
available information, or summaries thereof, considered by the Board of
Directors in making its determination to the extent such information has not
previously been provided to the Proponent. The Board of Directors may establish
a committee to determine whether to approve a proposed transfer or for any other
purpose relating to this Article Ninth except for purposes of making any
determination required or permitted by paragraph (a)(v) or (g). The Proponent
shall, as a condition to the Corporation's consideration of a request to approve
a proposed transfer, reimburse or agree to reimburse the Corporation, on demand,
for all costs and expenses incurred by the Corporation with respect to such
proposed transfer ("Transfer Costs"), including, without limitation, the
Corporation's costs and expenses incurred in determining whether to authorize
such proposed transfer, provided that the Proponent shall not be required to so
reimburse or agree to reimburse the Corporation if (x) during the one-year
period prior to the date the request is submitted to the Corporation, no Related
Party Request was submitted to the Corporation or (y) the Proponent of each
Related Party Request so submitted during that period reimbursed or agreed to
reimburse the Corporation for the Transfer Costs associated with such Related
Party Request.

         (iv)  For purposes of this Article Ninth:

         (A) "Stock" shall mean any class or series of stock of the Corporation
(other than stock described in Section 1504(a)(4) of the Code or any successor
statute, or stock that is not so described solely because it is entitled to vote
as a result of dividend arrearages) and any other instrument that is treated as
stock of the Corporation for purposes of Section 382 of the Code;

         (B) "SARs" shall mean any Stock Appreciation Rights issued pursuant to
a certain agreement between the Corporation and the Pension Benefit Guaranty
Corporation dated as of June 28, 1993;


<PAGE>   9

         (C) "Warrants" shall mean any options, warrants, rights, convertible
debt securities or other securities issued by the Corporation and exercisable
for or convertible into Stock (including without limitation the Series A
Warrants to purchase Common Stock);

         (D) "Investment Company" shall mean an investment company registered
under the investment Company Act of 1940;

         (E) "beneficial ownership" shall have the meaning set forth in Rule
13d-3 under the United States Securities Exchange Act of 1934, as amended (the
"1934 Act");

         (F) "person" refers to any governmental entity or agency, and any
individual, corporation, estate, trust, association, company, partnership, joint
venture, or similar organization, and shall include any group comprised of any
such person and any other person or persons with whom such person or any
affiliate or associate of such person has any formal or informal agreement,
arrangement or understanding for the purpose of directly or indirectly acquiring
Stock or rights, options, warrants or convertible securities with respect
thereto (including but not limited to Warrants and SARs); provided, however,
that a public group (as defined in the Temporary Treasury Regulations in effect
on June 28, 1993 under Section 382 of the Code) shall not be treated as a person
solely by reason of its status as a public group;

         (G) a person's "Ownership Interest Percentage" shall be the ownership
interest percentage with respect to the Corporation that would be ascribed to
such person for purposes of Section 382 of the Code, assuming for this purpose
that any SARs owned by such person or any affiliate or associate of such person
(but not those owned by any other person) are "stock" for purposes of Section
382 and that any other warrant, option or right to acquire, or security
convertible into, Stock (including but not limited to Warrants) owned by such
person or any affiliate or associate of such person (but not those owned by any
other person) were exercised and not applying for this purpose any rule that
would treat an entity as no longer owning Stock that is attributed to its
owners;

         (H) "transfer" refers to any means of conveying record, beneficial or
tax ownership (applying, in the case of tax ownership, applicable attribution
rules for purposes of Section 382 of the Code) of Stock, Warrants or SARs,
whether such means is direct or indirect, voluntary or involuntary, and
"transferee" means any person to whom any such security is transferred;

         (I) "affiliate" and "associate" shall have the meanings set forth in
Rule 12b-2, under the 1934 Act;

         (J)  "Expiration Date" shall mean December 31, 2008; and

         (K) "Related Party Request" shall mean, with respect to any other
request, a request to approve a proposed transfer in which the proposed
transferor or the proposed transferee is, with respect to such other request, a
proposed transferor, a proposed transferee or an affiliate of either.

         (v) The restriction on the transfer of securities set forth herein
shall expire on the Expiration Date; provided, however, that the Board of
Directors shall determine during the year




<PAGE>   10

1996 whether to waive such restriction with respect to all future transfers of
securities, such waiver to become effective December 31, 1996. The Board of
Directors shall determine whether to so waive the provisions of this Article
Ninth, and shall waive such provisions unless it determines (A) that there is a
reasonable likelihood that such waiver will create or increase a material risk
that limitations pursuant to Section 382 of the Code will be imposed on the
utilization of the Tax Benefits, either at the time of waiver or a reasonable
time thereafter, and (B) that the benefits to the shareholders of the
Corporation as a whole of so waiving the provisions hereof are not sufficient to
permit such waiver in the light of the likely detriment to the shareholders as a
whole of the limitations referred to in (A). In making the determination
referred to in the preceding sentence, the Board of Directors may take into
account: an opinion of counsel selected by the Board of Directors addressing the
relevant legal considerations, the current ownership pattern with respect to the
Corporation's securities, the ownership shifts that have previously taken place,
the effect of any reasonably foreseeable transactions by the Corporation or any
other person, the potential effect of any reasonably foreseeable value shifts
among the various classes or series of Stock, the possible effects of any
ownership change within the meaning of Section 382 of the Code and any other
factor deemed relevant by the Board of Directors. If the Board of Directors does
not effect such a waiver in 1996, it shall, during the year 1999, determine
whether to effect such a waiver (which waiver, if approved by the Board of
Directors, shall be effective as of December 31, 1999) in accordance with the
foregoing provisions, and if the Board or Directors does not effect a waiver in
1999, it shall consider a waiver in 2002 and again, if necessary, in 2005, such
waiver to become effective, if approved, on December 31, 2002 or December 31,
2005, as the case may be. Upon determining whether or not to waive the
provisions hereof, the Board of Directors shall promptly notify the Secretary of
the Corporation. If in any given year the Board of Directors determines (x) to
effect such a waiver, the Secretary shall mail notice of the Board of Directors'
determination to all stockholders of the Corporation within ten days after the
date of such determination or (y) not to effect such a waiver, the Corporation
shall report such determination as soon as practicable in a periodic report on
Form 10-K or 10-Q filed pursuant to the 1934 Act.

         (b) Unless the transfer is permitted as provided in subparagraph
(a)(ii) of this Article Ninth, any attempted transfer of Stock, Warrants or SARs
in excess of the Stock, Warrants or SARs that could be transferred to the
transferee without restriction under subparagraph (a)(i) of this Article Ninth
shall not be effective to transfer ownership of such excess Stock, Warrants or
SARs (the "Prohibited Shares" or "Prohibited Warrants" or "Prohibited SARs," as
the case may be, and each, a "Prohibited Security") to the purported acquiror
thereof (the "Purported Acquiror"), who shall not be entitled to any rights as a
shareholder of the Corporation with respect to such Prohibited Shares
(including, without limitation, the right to vote or to receive dividends with
respect thereto) or to any rights with respect to such Prohibited Warrants or
Prohibited SARs, as the case may be.

         (i) Upon demand by the Corporation, the Purported Acquiror shall
transfer any certificate or other evidence of purported ownership of Prohibited
Securities within the Purported Acquiror's possession or control, along with any
dividends or other distributions paid by the Corporation with respect to any
Prohibited Shares that were received by the Purported Acquiror (the "Prohibited
Distributions"), to such person as the Corporation shall designate to act as
transfer agent for such Prohibited Securities (the "Agent"). If the Purported
Acquiror has sold

<PAGE>   11

any Prohibited Securities to an unrelated party in an arm's-length transaction
after purportedly acquiring them, the Purported Acquiror shall be deemed to have
sold such Prohibited Securities for the Agent, and in lieu of transferring such
Prohibited Shares (and Prohibited Distributions with respect thereto) or
Prohibited Warrants or Prohibited SARs to the Agent shall transfer to the Agent
any such Prohibited Distributions and the proceeds of such sale (the "Resale
Proceeds") except to the extent that the Agent grants written permission to the
Purported Acquiror to retain a portion of such Resale Proceeds not exceeding the
amount that would have been payable by the Agent to the Purported Acquiror
pursuant to subparagraph (b)(ii) below if such Prohibited Securities had been
sold by the Agent rather than by the Purported Acquiror. If shares of Stock are
issued upon the purported exercise of Prohibited Warrants or upon the maturity
of any Prohibited SARs, such shares shall be Prohibited Shares. Any purported
transfer of Prohibited Securities by the Purported Acquiror other than a
transfer described in one of the first two sentences of this subparagraph (b)(i)
shall not be effective to transfer any ownership of such Prohibited Securities.

         (ii) The Agent shall sell in one or more arm's-length transactions
(through the New York Stock Exchange, if possible) any Prohibited Securities
transferred to the Agent by the Purported Acquiror, and the proceeds of such
sale (the "Sales Proceeds"), or the Resale Proceeds, if applicable, shall be
used to pay the expenses of the Agent in connection with its duties under this
paragraph (b) with respect to such Prohibited Securities, and any excess shall
be allocated to the Purported Acquiror up to the following amount: (x) where
applicable, the purported purchase price paid or value of consideration
surrendered by the Purported Acquiror for such Prohibited Securities, and (y)
where the purported transfer of Prohibited Securities to the Purported Acquiror
was by gift, inheritance, or any similar purported transfer, the fair market
value (as determined in good faith by the Board or Directors) of such Prohibited
Securities at the time of such purported transfer. Subject to the succeeding
provisions of this subparagraph, any Resale Proceeds or Sales Proceeds in excess
of the amount allocable to the Purported Acquiror pursuant to the preceding
sentence, together with any Prohibited Distributions, shall be transferred to an
entity described in Section 501(c)(3) of the Code and selected by the Board of
Directors or its designee. In no event shall any such amounts described in the
preceding sentence inure to the benefit of the Corporation or the Agent, but
such amounts may be used to cover expenses incurred by the Agent in connection
with its duties under this paragraph (b) with respect to the related Prohibited
Securities. Notwithstanding anything in this Article Ninth to the contrary, the
Corporation shall at all times be entitled to make application to any court of
equitable jurisdiction within the State of Delaware for an adjudication of the
respective rights and interests of any person in and to any Sale Proceeds,
Resale Proceeds and Prohibited Distributions pursuant to this Article Ninth and
applicable law and for leave to pay such amounts into such court.

         (c) Within thirty (30) business days of learning of a purported
transfer of Prohibited Securities to a Purported Acquiror, the Corporation
through its Secretary shall demand that the Purported Acquiror surrender to the
Agent the certificates representing the Prohibited Securities, or any Resale
Proceeds, and any Prohibited Distributions, and if such surrender is not made by
the Purported Acquiror the Corporation may institute legal proceedings to compel
such transfer; provided, however, that nothing in this paragraph (c) shall
preclude the Corporation in its discretion from immediately bringing legal
proceedings without a prior demand, and provided



<PAGE>   12

further that failure of the Corporation to act within the time periods set out
in this paragraph (c) shall not constitute a waiver of any right of the
Corporation to compel any transfer required by subparagraph (b)(i) of this
Article Ninth.

         (d) Upon a determination by the Corporation that there has been or is
threatened a purported transfer of Prohibited Securities to a Purported
Acquiror, the Corporation may take such action in addition to any action
permitted by the preceding paragraph as it deems advisable to give effect to the
provisions of this Article Ninth, including, without limitation, refusing to
give effect on the books of this Corporation to such purported transfer or
instituting proceedings to enjoin such purported transfer.

         (e) The Corporation may require as a condition to the registration of
the transfer of any shares of its Stock, Warrants or SARs that the proposed
transferee furnish to the Corporation all information reasonably requested by
the Corporation and reasonably available to the proposed transferee and its
affiliates with respect to the direct or indirect ownership interests of the
proposed transferee (and of persons to whom ownership interests of the proposed
transferee would be attributed for purposes of Section 382 of the Code) in
Stock, Warrants or SARs or other options or rights to acquire Stock.

         (f) All certificates evidencing ownership of shares of Stock, Warrants
or SARs that are subject to the restrictions on transfer contained in this
Article Ninth shall bear a conspicuous legend referencing the restrictions set
forth in this Article Ninth.

         (g) The Board of Directors may, at any time, waive this Article Ninth
in respect of one or more classes of transfers or in respect of all transfers,
provided that the Board of Directors may so waive this Article Ninth pursuant to
this paragraph (g) only if it determines, in writing (A) based upon an opinion
of counsel selected by the Board of Directors addressing the relevant legal
considerations, that there is no reasonable likelihood that such waiver will
create or increase a material risk that limitations pursuant to Section 382 of
the Code will be imposed on the utilization of the Tax Benefits, either at the
time of waiver or a reasonable time thereafter, or (B) that the benefits to the
shareholders of the Corporation as a whole of so waiving the provisions hereof
are sufficient to permit such waiver notwithstanding the likely detriment to the
shareholders as a whole of the limitations referred to in (A). Any such
determination to waive this Article Ninth in respect of all transfers shall be
filed with the Secretary of the Corporation and mailed by the Secretary to all
stockholders of this Corporation within ten days after the date of such
determination.

         (h) The Corporation and the Board of Directors shall be fully protected
in relying in good faith upon the information, opinions, reports or statements
of the chief executive officer, the chief financial officer, or the chief
accounting officer of the Corporation or of the Corporation's legal counsel,
independent auditors, transfer agent, investment bankers, and other employees
and agents in making the determinations and findings contemplated by this
Article Ninth to the fullest extent permitted by law. Any determination by the
Board of Directors pursuant to this Article Ninth shall be conclusive.

<PAGE>   13

         (i) if any provision of this Article Ninth or any application of such
provision is determined to be invalid by any federal or state court having
jurisdiction over the issue, the validity of the remaining provisions shall not
be affected and other applications of such provision shall be affected only to
the extent necessary to comply with the determination of such court.

         TENTH. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation. Notwithstanding the
foregoing, the provisions set forth in Article Ninth and this Article Tenth may
not be repealed or amended in any respect, and no other provision may be
adopted, amended or repealed which would have the effect of modifying or
permitting the circumvention of the provisions set forth in Article Ninth or
this Article Tenth, unless such action is approved by the affirmative vote of
the holders or not less than 66-2/3% of the total voting power of all
outstanding securities of the Corporation then entitled to vote generally in the
election of directors, voting together as a single class, provided that such
66-2/3% approval requirement shall not apply to any amendment to Article Ninth
that extends the Expiration Date or reduces the Ownership Interest Percentage
figures specified in the first sentence of subparagraph (a)(i) of such Article.

         4. This Restated Certificate of Incorporation shall be effective as of
April 29, 1994.

The LTV Corporation hereby further certifies that this Restated Certificate of
Incorporation is made and filed by The LTV Corporation pursuant to the Second
Modified Joint Plan of Reorganization filed by The LTV Corporation and certain
affiliated debtors in proceedings under Chapter 11 of the Federal Bankruptcy
Code 11 U.S.C. Section 101 et seq., confirmed by the United States Bankruptcy
Court for the Southern District of New York, in accordance with the provisions
of Section 303 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, The LTV Corporation has caused this certificate to be signed
by David H. Hoag, its Chairman of the Board of Directors, and attested by Hal C.
Hedrick, Jr., its Assistant Secretary, and has caused its corporate seal to be
hereunto affixed, this 29th day of April 1994.

                                    THE LTV CORPORATION


                                    By:   /s/ David H. Hoag
                                        --------------------------------------
                                         David H. Hoag
                                         Chairman of the Board of Directors
Attest:

/s/ Hal C. Hedrick, Jr.
-----------------------
Hal C. Hedrick, Jr.
Assistant Secretary



<PAGE>   14


                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION

         THE LTV CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

         FIRST: That at a meeting of the Board of Directors of THE LTV
CORPORATION a resolution was duly adopted proposing as advisable an amendment to
the Restated Certificate of Incorporation of said corporation which would
eliminate Article Eleventh thereof in its entirety and calling a meeting of the
stockholders of said corporation for consideration thereof.

         SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the following
resolution:

         RESOLVED, that the elimination of Article Eleventh of the Company's
         Restated Certificate of Incorporation be, and hereby is approved.

         THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, said THE LTV CORPORATION has caused this
certificate to be signed by D.H. Hoag, its Chairman of the Board and Chief
Executive Officer, and attested by Hal C. Hedrick, Jr., its Assistant Secretary,
as of this 29th day of April 1994.

                                      THE LTV CORPORATION

                                      By:   /s/ David H. Hoag
                                          --------------------------------------
                                           David H. Hoag
                                           Chairman of the Board of Directors
Attest:

/s/ Hal C. Hedrick, Jr.
-----------------------
Hal C. Hedrick, Jr.
Assistant Secretary