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                                                                    EXHIBIT 10.2

[LITTON LOGO]

                          CERTIFICATION OF RESOLUTION

                          OF THE BOARD OF DIRECTORS OF

                            LITTON INDUSTRIES, INC.

I, the undersigned, ANA G. RODRIGUEZ, Assistant 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 Executive Committee of the Board of 
Directors of said corporation on December 3, 1998, 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 16, of the By-laws of 
      this corporation, during calendar year 1999, the members of the Board of 
      Directors of this corporation who are not employees of this corporation 
      ("non-employee 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 1999 non-employee directors 
      of this corporation shall be paid a fee of $1,500 for attendance at each 
      Board committee meeting and each non-employee 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 1999 a non-employee 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 non-employee 
      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;

      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;
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      RESOLVED FURTHER, that in accordance with the terms of the Litton 
      Industries, Inc. Non-employee Director Stock Plan, stock options for 
      2,000 shares of the Corporation's Common Stock will be granted to each 
      non-employee member of the Board on December 4, 1998, the first business 
      day following the Organization Meeting of the Board, and that the option 
      price will be determined based on the average of the high and low trading 
      prices on that day;

      RESOLVED FURTHER, that pursuant to the Non-employee Director Deferred 
      Compensation Plan (the "Plan") adopted by this Board on September 24, 
      1998, the Board hereby determines that an election by a non-employee 
      Director to defer annual retainer and meeting fees into shares of the 
      Company's Common Stock shall include a premium equal to ten percent (10%) 
      of such annual retainer and meeting fees; and

      RESOLVED FURTHER, that pursuant to the Plan, the Board hereby determines 
      that the number of stock options to be granted pursuant to an election 
      by a non-employee Director to convert annual retainer and meeting fees 
      into options to purchase shares of the Company's Common Stock shall be 
      equal to four times the amount of the Director's annual retainer and 
      meeting fees divided by the fair market value of a share of common stock 
      on the day the annual retainer and meeting fees would otherwise have been 
      payable.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of 
said corporation at Woodland Hills, California, this 7th day of December, 1998.

[SEAL]

                                        /s/ ANA G. RODRIGUEZ
                                        --------------------------------------
                                        Ana G. Rodriguez
                                        Assistant Secretary