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                                                                    EXHIBIT 10.6

 
                            CERTIFICATE OF ADOPTION
                                 CERTIFIED COPY
                                       OF
                                  RESOLUTIONS
                                   ADOPTED BY
                             THE BOARD OF DIRECTORS
                                       OF
                             WHITTAKER CORPORATION
                             ---------------------


          WHEREAS, this corporation has implemented a Restated Directors'
     Retirement Plan ("Retirement Plan") and the 1992 Stock Option Plan for Non-
     Employee Directors ("1992 Plan") to provide certain retirement benefits and
     stock option grants to directors of this corporation.

          WHEREAS, it is in the best interest of this corporation and its
     stockholders to amend the terms of the Retirement Plan and 1992 Plan in
     keeping with prevailing trends, issues and concerns of other publicly-owned
     corporations similar to this corporation.

          WHEREAS, the Board of Directors has the authority under Section 9(c)
     of the Retirement Plan to terminate the Retirement Plan and under Section 6
     of the 1992 Plan to amend the 1992 Plan.

          NOW, THEREFORE, BE IT RESOLVED, that the terms and provisions of
     Amendment No. I to the 1992 Plan be, and hereby are, approved in the form
     as presented to the Directors.

          RESOLVED FURTHER, that the first sentence of Section 4(a)(1) of the
     Retirement Plan be amended to include the phrase "ending April 4, 1997" at
     the end of such sentence; that Section 4(a)(2)(A) and Section 4(a)(3)(A) of
     the Retirement Plan be amended to include the phrase "ending April 4, 1997"
     following the word "Director" and preceding the semi-colon; and that
     Section 4(a)(2)(B) and Section 4(a)(3)(B) be amended to include the phrase
     "ending April 4, 1997" following the word "Director" and preceding the
     period.

          RESOLVED FURTHER, that the Retirement Plan be terminated in accordance
     with the express provisions of the Retirement Plan.

          RESOLVED FURTHER, that the effective date of the amendment of
     termination of the Retirement Plan shall be as of the date of the approval
     of  Amendment No. I to the 1992 Plan by the stockholders of this
     corporation.



                              * * * * * * * * * *
 

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     I, Lynne M. O. Brickner, do hereby certify that I am the duly elected and
acting Secretary of Whittaker Corporation; that the foregoing is a full, true
and correct copy of the resolutions adopted at a meeting of the Board of
Directors of Whittaker Corporation held on December 16, 1996, at which meeting a
quorum of said Board was at all times present and acting and that said Board
resolutions have not been modified or rescinded and are in full force and effect
as of the date of this certificate.

Dated:  January 24, 1997

                                         /s/ Lynne M. O. Brickner
                                       ---------------------------
                                           Lynne M. O. Brickner
                                                Secretary

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