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                               TENTH AMENDMENT TO
                         PBGC-LTV SETTLEMENT AGREEMENT

         This Tenth Amendment to the PBGC-LTV Settlement Agreement (this
 "AMENDMENT") is made as of February 25, 1997, by and among (1) Pension Benefit
 Guaranty Corporation ("PBGC") and (2) The LTV Corporation, a corporation
 organized under the laws of Delaware (in such capacity, "LTV"), and each other
 member of the LTV Controlled Group (as defined in the Settlement Agreement).
 Capitalized terms used without definition herein shall have the same meanings
 as set forth in the Settlement Agreement.

                                    RECITALS

          WHEREAS, on June 28, 1993, the PBGC, LTV, each other member of the
 Initial LTV Group, and the Administrator entered into the Settlement Agreement
 (the "SETTLEMENT AGREEMENT");

         WHEREAS, LTV has requested certain amendments to the Settlement 
Agreement and the PBGC is amenable thereto; and

         WHEREAS, the Settlement Agreement authorizes the amendment of that
 Agreement pursuant to an agreement entered into by the PBGC and LTV evidenced
 by written instrument signed by their authorized representatives.

         NOW, THEREFORE, in consideration of the premises and the agreements, 
provisions and covenants herein contained, the parties hereto agree as follows:

 SECTION 1.               AMENDMENT TO DEFINITION OF "LIEN"
                          ---------------------------------

         The definition of "Lien" in Section 1.1 (gg) is hereby amended by
 inserting, immediately after the word "asset" in clause (a) thereof, the
 parenthetical phrase "(other than a lease which is not a Capital Lease)."
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 SECTION 2.   AMENDMENT TO ARTICLE VIII
              -------------------------

        Section 8.1 (a) is hereby amended by deleting the word "and" before
 clause (v) and the period after clause (v) and inserting the following clause
 immediately following clause (v) thereof:

        "; and (vi) this Section 8.1(a) shall not apply to the sale or lease
        of assets forming a part of a sale and leaseback transaction otherwise
        permitted by this Agreement."

 SECTION 3.   AMENDMENTS TO SECTION 12.3
              --------------------------

        (i) The proviso in Section 12.3(b) is hereby amended to read in its
        entirety as follows:

        "provided, that this provision shall not prohibit the sale and leaseback
        of property (i) under circumstances where a direct Lien on such property
        could have been created without violating the provisions of Section
        12.3(a) or (ii) acquired by any member of The LTV Group on or prior to
        June 28, 1993, provided that the aggregate amount of the liability
        (determined as hereinafter provided) outstanding at any time under all
        such leases of property acquired on or prior to June 28, 1993 shall not
        exceed $10,000,000, it being understood that such liability shall be
        determined as if the lease portion of each such sale and leaseback was
        accounted for as a Capital Lease."

        (ii) Clause (iv)(b) of the definition of "Permitted Indebtedness" in
 Section 12.3(c) is hereby amended by changing the phrase "$50 million" to "$150
 million."

 SECTION 4.    EFFECTIVENESS AND MISCELLANEOUS PROVISIONS
               ------------------------------------------
        A.     EFFECTIVENESS. This Amendment shall become effective as of 
February 25, 1997 (THE "TENTH AMENDMENT EFFECTIVE DATE") when it, or a
counterpart thereof, is executed by a duly authorized officer of each of the
PBGC and LTV.

        B.     REFERENCE TO AND EFFECT ON THE SETTLEMENT AGREEMENT.

               (i)     On and after the Tenth Amendment Effective Date, each 
reference in the Settlement Agreement to "this Agreement," "hereunder,"
"hereof" "herein" or words of like import referring to the Settlement
Agreement shall mean and be a reference to the Settlement Agreement as amended
by this Amendment.

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                 (ii) Except as specifically amended by this Amendment, the
 Settlement Agreement shall remain in full force and effect.

         C.      APPLICABLE LAW. This Amendment shall be interpreted in 
accordance with and governed by the law of the State of New York, except to the
extent preempted by federal law.

         D.      COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.

         IN WITNESS WHEREOF, the parties to this Amendment have caused this
 Amendment to be duly executed and delivered by their respective duly authorized
 officers or representatives as of the day and year first written above.


                                        PENSION BENEFIT GUARANTY CORPORATION
     
                                        By:  Inelegible
                                           ------------------------------------

                                        Title:Deputy Executive Director and
                                              Chief Negotiator
                                              ---------------------------------

                                        Date: 2/28/97
                                             ----------------------------------


                                        THE LTV CORPORATION, on behalf of itself
                                        and the other members of the LTV 
                                        Controlled Group

                                        By:     Inelegible
                                           ------------------------------------

                                        Title:  Senior VP & CFO
                                              ---------------------------------

                                        Date:   2/24/97
                                             ----------------------------------


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