<PAGE>   1
[LOGO]                                                           EXHIBIT 10.1(a)



                           CERTIFICATE OF RESOLUTIONS

                          OF THE BOARD OF DIRECTORS OF

                            LITTON INDUSTRIES, INC.



I, JEANETTE M. THOMAS, Vice President and Secretary of LITTON INDUSTRIES, INC.,
a corporation organized and existing under the laws of the State of Delaware, DO
HEREBY CERTIFY that the following is a true and correct extract of a certain
resolution duly adopted by the Board of Directors of this Corporation on
December 5, 1996, in accordance with the laws of Delaware and the By-laws of
this Corporation, and that said  resolution is in full force and effect as of
the date hereof:

        RESOLVED, that pursuant to Article III, Section 11, of the By-laws of
        this corporation, during calendar year 1997 the members of the Board of
        Directors of this corporation who are not employees of this corporation
        ("nonemployee directors") shall be paid a fixed fee of $27,500 for
        services to be rendered as members of the Board of Directors, payable in
        quarterly installments of $6,875 at the beginning of each calendar
        quarter, and, in addition thereto, they shall be paid an attendance fee
        of $1,500 for each Board meeting attended by them, payable following any
        such meeting attended;

        RESOLVED FURTHER, that during calendar year 1997 nonemployee directors
        of this corporation shall be paid a fee of $1,500 for attendance at each
        Board committee meeting and each nonemployee Chairman of the Committee
        shall be paid a fee of $2,500 for attendance, with the exception of
        attendance at meetings of the Executive Committee, payable following any
        such meeting attended;

        RESOLVED FURTHER, that during calendar year 1997 a nonemployee director
        serving as Chairman of the Executive Committee of the Corporation shall
        be paid a fixed fee for services to be rendered as Chairman of the
        Executive Committee of $15,000, payable in quarterly installments of
        $3,750 at the beginning of each calendar quarter; and any nonemployee
        director serving as a member of the Executive Committee (but not as
        Chairman thereof) shall be paid a fixed fee for services to be rendered
        as a member of the Executive Committee of $12,000, payable in quarterly
        installments of $3,000 at the beginning of each calendar quarter; and
<PAGE>   2
        RESOLVED FURTHER, that the members of the Board shall be paid their
        normal travel and incidental expenses incurred in traveling to any Board
        or Board committee meeting upon presentment of invoices covering such
        expenditures to the Secretary of the Corporation.

IN WITNESS WHEREOF, I have here unto subscribed my name and affixed the seal of
said corporation at Woodland Hills, California, this 2nd day of October, 1997.





[SEAL]                             /s/ JEANETTE M. THOMAS
                                   ---------------------------------------------
                                   Jeanette M. Thomas
                                   Vice President and Secretary