<PAGE>   1
                                                                     EXHIBIT 4.1


              CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
                                       OF
                        SERIES A JUNIOR PREFERRED STOCK
                                       OF
                             BERG ELECTRONICS CORP.

                         Pursuant to Section 151 of the
                        Delaware General Corporation Law



                 I, David M. Sindelar, a Senior Vice President of Berg
Electronics Corp., a corporation organized and existing under the Delaware
General Corporation Law (the "Company"), in accordance with the provisions of
Section 151 of such law, DO HEREBY CERTIFY that pursuant to the authority
conferred upon the Board of Directors by Article IV of the Certificate of
Incorporation of the Company, the Board of Directors on December 22, 1997
adopted the following resolution which creates a series of 670,000 shares of
Preferred Stock designated as Series A Junior Preferred Stock, as follows:

                 RESOLVED, that pursuant to Section 151 of the Delaware General
Corporation Law and the authority vested in the Board of Directors of the
Company in accordance with the provisions of ARTICLE IV of the Certificate of
Incorporation of the Company, a series of Preferred Stock of the Company be,
and hereby is, created, and the powers, designations, preferences and relative,
participating, optional or other special rights of the shares of such series,
and the
<PAGE>   2
qualifications, limitations or restrictions thereof, be, and hereby are, as
follows:

                 Section 1.  Designation and Amount.  The shares of such series
shall be designated as "Series A Junior Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting such series shall be
670,000.

                 Section 2.  Dividends and Distributions.

                 (A)  Subject to the provisions for adjustment hereinafter set
forth, the holders of shares of Series A Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, (i) cash dividends in an amount per share
(rounded to the nearest cent) equal to 100 times the aggregate per share amount
of all cash dividends declared or paid on the Common Stock, $0.01 par value per
share, of the Company (the "Common Stock") and on the Class A Common Stock,
$0.01 par value per share, of the Company (the "Class A Common Stock") and (ii)
a preferential cash dividend (the "Preferential Dividends"), if any, in
preference to the holders of each of the Common Stock and the Class A Common
Stock, on the first day of February, May, August and November of each year
(each a "Quarterly Dividend Payment Date"), commencing on the first Quarterly
Dividend Payment Date after the first issuance of a share or fraction of a
share of Series A Preferred Stock, payable in an amount





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(except in the case of the first Quarterly Dividend Payment if the date of the
first issuance of Series A Preferred Stock is a date other than a Quarterly
Dividend Payment date, in which case such payment shall be a prorated amount of
such amount) equal to $1.00 per share of Series A Preferred Stock less the per
share amount of all cash dividends declared on the Series A Preferred Stock
pursuant to clause (i) of this sentence since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series A Preferred Stock.  In the event the Company shall, at any time
after the issuance of any share or fraction of a share of Series A Preferred
Stock, make any distribution on the shares of Common Stock or Class A Common
Stock of the Company, whether by way of a dividend or a reclassification of
stock, a recapitalization, reorganization or partial liquidation of the Company
or otherwise, which is payable in cash or any debt security, debt instrument,
real or personal property or any other property (other than cash dividends
subject to the immediately preceding sentence, a distribution of shares of
Common Stock, Class A Common Stock, or other capital stock of the Company or a
distribution of rights or warrants to acquire any such share, including any
debt security convertible into or exchangeable for any such





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share, at a price less than the Fair Market Value (as hereinafter defined) of
such share), then, and in each such event, the Company shall simultaneously pay
on each then outstanding share of Series A Preferred Stock of the Company a
distribution, in like kind, of 100 times such distribution paid on a share of
Common Stock or Class A Common Stock, as the case may be (subject to the
provisions for adjustment hereinafter set forth).  The dividends and
distributions on the Series A Preferred Stock to which holders thereof are
entitled pursuant to clause (i) of the first sentence of this paragraph and
pursuant to the second sentence of this paragraph are hereinafter referred to
as "Dividends" and the multiple of such cash and non-cash dividends on the
Common Stock or Class A Common Stock, as the case may be, applicable to the
determination of the Dividends, which shall be 100 initially but shall be
adjusted from time to time as hereinafter provided, is hereinafter referred to
as the "Dividend Multiple".  In the event the Company shall at any time after
December 22, 1997 declare or pay any dividend or make any distribution on
Common Stock or Class A Common Stock payable in shares of Common Stock or Class
A Common Stock, or effect a subdivision or split or a combination,
consolidation or reverse split of the outstanding shares of Common Stock or
Class A Common Stock into a greater or lesser number of shares of Common Stock
or Class A Common





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Stock, then in each such case the Dividend Multiple thereafter applicable to
the determination of the amount of Dividends which holders of shares of Series
A Preferred Stock shall be entitled to receive shall be the Dividend Multiple
applicable immediately prior to such event multiplied by a fraction the
numerator of which is the number of shares of Common Stock or Class A Common
Stock, as the case may be, outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock or Class A Common
Stock, respectively, that were outstanding immediately prior to such event.

                 (B)  The Company shall declare each Dividend at the same time
it declares any cash or non-cash dividend or distribution on the Common Stock
or Class A Common Stock, as the case may be, in respect of which a Dividend is
required to be paid.  No cash or non-cash dividend or distribution on the
Common Stock or Class A Common Stock in respect of which a Dividend is required
to be paid shall be paid or set aside for payment on the Common Stock or Class
A Common Stock unless a Dividend in respect of such dividend or distribution on
the Common Stock or Class A Common Stock shall be simultaneously paid, or set
aside for payment, on the Series A Preferred Stock.

                 (C)  Preferential Dividends shall begin to accrue on
outstanding shares of Series A Preferred Stock from the





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Quarterly Dividend Payment Date next preceding the date of issuance of any
shares of Series A Preferred Stock.  Accrued but unpaid Preferential Dividends
shall cumulate but shall not bear interest.  Preferential Dividends paid on the
shares of Series A Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding.

                 Section 3.  Voting Rights.  The holders of shares of Series A
Preferred Stock shall have the following voting rights:

                 (A)  Subject to the provisions for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the holder thereof
to 100 votes on all matters submitted to a vote of the holders of the Common
Stock and the Class A Common Stock.  The number of votes which a holder of
Series A Preferred Stock is entitled to cast, as the same may be adjusted from
time to time as hereinafter provided, is hereinafter referred to as the "Vote
Multiple".  In the event the Company shall at any time after December 22, 1997
declare or pay any dividend on Common Stock and Class A Common Stock payable in
shares of Common Stock and Class A Common Stock, respectively, or effect a
subdivision or split or a combination,





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consolidation or reverse split of the outstanding shares of Common Stock and
Class A Common Stock into a greater or lesser number of shares of Common Stock
and Class A Common Stock, respectively, then in each such case the Vote
Multiple thereafter applicable to the determination of the number of votes per
share to which holders of shares of Series A Preferred Stock shall be entitled
after such event shall be the Vote Multiple immediately prior to such event
multiplied by a fraction the numerator of which is the number of shares of
Common Stock and Class A Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock and Class
A Common Stock that were outstanding immediately prior to such event.

                 (B)  Except as otherwise provided herein, in the Certificate
of Incorporation or By-laws, the holders of shares of each of the Series A
Preferred Stock, the Common Stock and the Class A Common Stock shall vote
together as one class on all matters submitted to a vote of stockholders of the
Company.

                 (C)  In the event that the Preferential Dividends accrued on
the Series A Preferred Stock for four or more quarterly dividend periods,
whether consecutive or not, shall not have been declared and paid or
irrevocably set aside for payment, the holders of record of Preferred Stock





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of the Company of all series (including the Series A Preferred Stock), other
than any series in respect of which such right is expressly withheld by the
Restated Certificate of Incorporation or the authorizing resolutions included
in any Certificate of Designations therefor, shall have the right, at the next
meeting of stockholders called for the election of directors, to elect two
members to the Board of Directors, which directors shall be in addition to the
number required by the By-laws prior to such event, to serve until the next
Annual Meeting and until their successors are elected and qualified or their
earlier resignation, removal or incapacity or until such earlier time as all
accrued and unpaid Preferential Dividends upon the outstanding shares of Series
A Preferred Stock shall have been paid (or irrevocably set aside for payment)
in full.  The holders of shares of Series A Preferred Stock shall continue to
have the right to elect directors as provided by the immediately preceding
sentence until all accrued and unpaid Preferential Dividends upon the
outstanding shares of Series A Preferred Stock shall have been paid (or set
aside for payment) in full.  Such directors may be removed and replaced by such
stockholders, and vacancies in such directorships may be filled only by such
stockholders (or by the remaining director elected by such stockholders, if
there be one) in the manner permitted by law; provided, however, that any





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such action by stockholders shall be taken at a meeting of stockholders and
shall not be taken by written consent thereto.

                 (D)  Except as otherwise required by the Certificate of
Incorporation or By-laws or set forth herein, holders of Series A Preferred
Stock shall have no other special voting rights and their consent shall not be
required (except to the extent they are entitled to vote with holders of Common
Stock and Class A Common Stock as set forth herein) for the taking of any
corporate action.

                 Section 4.  Certain Restrictions.

                 (A)  Whenever Preferential Dividends or Dividends are in
arrears or the Company shall be in default of payment thereof, thereafter and
until all accrued and unpaid Preferential Dividends and Dividends, whether or
not declared, on shares of Series A Preferred Stock outstanding shall have been
paid or set irrevocably aside for payment in full, and in addition to any and
all other rights which any holder of shares of Series A Preferred Stock may
have in such circumstances, the Company shall not

                 (i)      declare or pay dividends on, make any other
         distributions on, or redeem or purchase or otherwise acquire for
         consideration, any shares of stock ranking junior (either as to
         dividends or upon liquidation,





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         dissolution or winding up) to the Series A Preferred Stock;

             (ii)         declare or pay dividends on or make any other
         distributions on any shares of stock ranking on a parity as to
         dividends with the Series A Preferred Stock, unless dividends are paid
         ratably on the Series A Preferred Stock and all such parity stock on
         which dividends are payable or in arrears in proportion to the total
         amounts to which the holders of all such shares are then entitled if
         the full dividends accrued thereon were to be paid;

            (iii)         except as permitted by subparagraph (iv) of this
         paragraph 4(A), redeem or purchase or otherwise acquire for
         consideration shares of any stock ranking on a parity (either as to
         dividends or upon liquidation, dissolution or winding up) with the
         Series A Preferred Stock, provided that the Company may at any time
         redeem, purchase or otherwise acquire shares of any such parity stock
         in exchange for shares of any stock of the Company ranking junior
         (both as to dividends and upon liquidation, dissolution or winding up)
         to the Series A Preferred Stock; or

             (iv)         purchase or otherwise acquire for consideration any
         shares of Series A Preferred Stock, or any shares of stock ranking on
         a parity with the





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         Series A Preferred Stock (either as to dividends or upon liquidation,
         dissolution or winding up), except in accordance with a purchase offer
         made to all holders of such shares upon such terms as the Board of
         Directors, after consideration of the respective annual dividend rates
         and other relative rights and preferences of the respective series and
         classes, shall determine in good faith will result in fair and
         equitable treatment among the respective series or classes.

                 (B)  The Company shall not permit any Subsidiary (as
hereinafter defined) of the Company to purchase or otherwise acquire for
consideration any shares of stock of the Company unless the Company could,
under paragraph (A) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.  A "Subsidiary" of the Company shall
mean any corporation or other entity of which securities or other ownership
interests having ordinary voting power sufficient to elect a majority of the
board of directors of such corporation or other entity or other persons
performing similar functions are beneficially owned, directly or indirectly, by
the Company or by any corporation or other entity that is otherwise controlled
by the Company.

                 (C)  The Company shall not issue any shares of Series A
Preferred Stock except upon exercise of Rights issued pursuant to that certain
Rights Agreement dated as of





                                       11
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December 22, 1997 between the Company and Harris Trust and Savings Bank, as
Rights Agent, a copy of which is on file with the Secretary of the Company at
its principal executive office and shall be made available to stockholders of
record without charge upon written request therefor addressed to said
Secretary.  Notwithstanding the foregoing sentence, nothing contained in the
provisions hereof shall prohibit or restrict the Company from issuing for any
purpose any series of Preferred Stock with rights and privileges similar to,
different from, or greater than, those of the Series A Preferred Stock.

                 Section 5.  Reacquired Shares.  Any shares of Series A
Preferred Stock purchased or otherwise acquired by the Company in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof.  All such shares upon their retirement and cancellation shall become
authorized but unissued shares of Preferred Stock, without designation as to
series, and such shares may be reissued as part of a new series of Preferred
Stock to be created by resolution or resolutions of the Board of Directors.

                 Section 6.  Liquidation, Dissolution or Winding Up.  Upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company,
no distribution shall be made (i) to the holders of shares of stock ranking
junior (either as to dividends or upon liquidation,





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dissolution or winding up) to the Series A Preferred Stock unless the holders
of shares of Series A Preferred Stock shall have received for each share of
Series A Preferred Stock, subject to adjustment as hereinafter provided, (A)
$11,500 plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment or, (B) if
greater than the amount specified in clause (i)(A) of this sentence, an amount
equal to 100 times the aggregate amount to be distributed per share to holders
of Common Stock or Class A Common Stock, as the same may be adjusted as
hereinafter provided and (ii) to the holders of stock ranking on a parity upon
liquidation, dissolution or winding up with the Series A Preferred Stock,
unless simultaneously therewith distributions are made ratably on the Series A
Preferred Stock and all other shares of such parity stock in proportion to the
total amounts to which the holders of shares of Series A Preferred Stock are
entitled under clause (i)(A) of this sentence and to which the holders of such
parity shares are entitled, in each case upon such liquidation, dissolution or
winding up.  The amount to which holders of Series A Preferred Stock may be
entitled upon liquidation, dissolution or winding up of the Company pursuant to
clause (i)(B) of the foregoing sentence is hereinafter referred to as the
"Participating Liquidation





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Amount" and the multiple of the amount to be distributed to holders of shares
of Common Stock and Class A Common Stock upon the liquidation, dissolution or
winding up of the Company applicable pursuant to said clause to the
determination of the Participating Liquidation Amount, as said multiple may be
adjusted from time to time as hereinafter provided, is hereinafter referred to
as the "Liquidation Multiple".  In the event the Company shall at any time
after December 22, 1997 declare or pay any dividend on Common Stock and Class A
Common Stock payable in shares of Common Stock and Class A Common Stock,
respectively, or effect a subdivision or split or a combination, consolidation
or reverse split of the outstanding shares of Common Stock and Class A Common
Stock into a greater or lesser number of shares of Common Stock and Class A
Common Stock, respectively, then, in each such case, the Liquidation Multiple
thereafter applicable to the determination of the Participating Liquidation
Amount to which holders of Series A Preferred Stock shall be entitled after
such event shall be the Liquidation Multiple applicable immediately prior to
such event multiplied by a fraction the numerator of which is the number of
shares of Common Stock and Class A Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock





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and Class A Common Stock that were outstanding immediately prior to such event.

                 Section 7.  Certain Reclassifications and Other Events.

                 (A)  In the event that holders of shares of Common Stock or
Class A Common Stock of the Company receive after December 22, 1997 in respect
of their shares of Common Stock or Class A Common Stock, respectively, any
share of capital stock of the Company (other than any share of Common Stock or
Class A Common Stock of the Company), whether by way of reclassification,
recapitalization, reorganization, dividend or other distribution or otherwise
(a "Transaction"), then, and in each such event, the dividend rights, voting
rights and rights upon the liquidation, dissolution or winding up of the
Company of the shares of Series A Preferred Stock shall be adjusted so that
after such event the holders of Series A Preferred Stock shall be entitled, in
respect of each share of Series A Preferred Stock held, in addition to such
rights in respect thereof to which such holder was entitled immediately prior
to such adjustment, to (i) such additional dividends as equal the Dividend
Multiple in effect immediately prior to such Transaction multiplied by the
additional dividends which the holder of a share of Common Stock or Class A
Common Stock, as the case may be, shall be entitled to receive by virtue of the
receipt in the





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Transaction of such capital stock, (ii) such additional voting rights as equal
the Vote Multiple in effect immediately prior to such Transaction multiplied by
the additional voting rights which the holder of a share of Common Stock or
Class A Common Stock, as the case may be, shall be entitled to receive by
virtue of the receipt in the Transaction of such capital stock and (iii) such
additional distributions upon liquidation, dissolution or winding up of the
Company as equal the Liquidation Multiple in effect immediately prior to such
Transaction multiplied by the additional amount which the holder of a share of
Common Stock or Class A Common Stock, as the case may be, shall be entitled to
receive upon liquidation, dissolution or winding up of the Company by virtue of
the receipt in the Transaction of such capital stock, as the case may be, all
as provided by the terms of such capital stock.

                 (B)  In the event that holders of shares of Common Stock or
Class A Common Stock of the Company receive after December 22, 1997 in respect
of their shares of Common Stock or Class A Common Stock any right or warrant to
purchase Common Stock or Class A Common Stock (including as such a right, for
all purposes of this paragraph, any security convertible into or exchangeable
for Common Stock or Class A Common Stock) at a purchase price per share less
than the Fair Market Value of a share of Common Stock or Class A





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Common Stock on the date of issuance of such right or warrant, then and in each
such event the dividend rights, voting rights and rights upon the liquidation,
dissolution or winding up of the Company of the shares of Series A Preferred
Stock shall each be adjusted so that after such event the Dividend Multiple,
the Vote Multiple and the Liquidation Multiple shall each be the product of the
Dividend Multiple, the Vote Multiple and the Liquidation Multiple, as the case
may be, in effect immediately prior to such event multiplied by a fraction the
numerator of which shall be the number of shares of Common Stock outstanding
immediately before such issuance of rights or warrants plus the maximum number
of shares of Common Stock which could be acquired upon exercise in full of all
such rights or warrants and the denominator of which shall be the number of
shares of Common Stock or Class A Common Stock, as the case may be, outstanding
immediately before such issuance of rights or warrants plus the number of
shares of Common Stock or Class A Common Stock, as the case may be, which could
be purchased, at the Fair Market Value of the Common Stock or Class A Common
Stock, as the case may be, at the time of such issuance, by the maximum
aggregate consideration payable upon exercise in full of all such rights or
warrants.





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                 (C)  In the event that holders of shares of Common Stock or
Class A Common Stock of the Company receive after December 22, 1997 in respect
of their shares of Common Stock or Class A Common Stock any right or warrant to
purchase capital stock of the Company (other than shares of Common Stock or
Class A Common Stock, as the case may be), including as such a right, for all
purposes of this paragraph, any security convertible into or exchangeable for
capital stock of the Company (other than Common Stock or Class A Common Stock,
as the case may be), at a purchase price per share less than the Fair Market
Value of such shares of capital stock on the date of issuance of such right or
warrant, then and in each such event the dividend rights, voting rights and
rights upon liquidation, dissolution or winding up of the Company of the shares
of Series A Preferred Stock shall each be adjusted so that after such event
each holder of a share of Series A Preferred Stock shall be entitled, in
respect of each share of Series A Preferred Stock held, in addition to such
rights in respect thereof to which such holder was entitled immediately prior
to such event, to receive (i) such additional dividends as equal the Dividend
Multiple in effect immediately prior to such event multiplied, first, by the
additional dividends to which the holder of a share of Common Stock or Class A
Common Stock, as the case may be,





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shall be entitled upon exercise of such right or warrant by virtue of the
capital stock which could be acquired upon such exercise and multiplied again
by the Discount Fraction (as hereinafter defined) and (ii) such additional
voting rights as equal the Vote Multiple in effect immediately prior to such
event multiplied, first, by the additional voting rights to which the holder of
a share of Common Stock or Class A Common Stock, as the case may be, shall be
entitled upon exercise of such right or warrant by virtue of the capital stock
which could be acquired upon such exercise and multiplied again by the Discount
Fraction and (iii) such additional distributions upon liquidation, dissolution
or winding up of the Company as equal the Liquidation Multiple in effect
immediately prior to such event multiplied, first, by the additional amount
which the holder of a share of Common Stock or Class A Common Stock, as the
case may be, shall be entitled to receive upon liquidation, dissolution or
winding up of the Company upon exercise of such right or warrant by virtue of
the capital stock which could be acquired upon such exercise and multiplied
again by the Discount Fraction.  For purposes of this paragraph, the "Discount
Fraction" shall be a fraction the numerator of which shall be the difference
between the Fair Market Value of a share of the capital stock subject to a
right or warrant distributed to holders of shares of Common Stock or





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<PAGE>   20
Class A Common Stock, as the case may be, of the Company as contemplated by
this paragraph immediately after the distribution thereof and the purchase
price per share for such share of capital stock pursuant to such right or
warrant and the denominator of which shall be the Fair Market Value of a share
of such capital stock immediately after the distribution of such right or
warrant.

                 (D)  For purposes of this Certificate of Designations, the
"Fair Market Value" of a share of capital stock of the Company (including a
share of Common Stock or Class A Common Stock) on any date shall be deemed to
be the average of the daily closing price per share thereof over the 30
consecutive Trading Days (as such term is hereinafter defined) immediately
prior to such date; provided, however, that, in the event that such Fair Market
Value of any such share of capital stock is determined during a period which
includes any date that is within 30 Trading Days after (i) the ex-dividend date
for a dividend or distribution on stock payable in shares of such stock or
securities convertible into shares of such stock, or (ii) the effective date of
any subdivision, split, combination, consolidation, reverse stock split or
reclassification of such stock, then, and in each such case, the Fair Market
Value shall be appropriately adjusted by the Board of Directors of the Company
to take into account ex-dividend or post-effective date trading.





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The closing price for any day shall be the last sale price, regular way, or, in
case, no such sale takes place on such day, the average of the closing bid and
asked prices, regular way (in either case, as reported in the applicable
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange), or, if the shares are not listed or
admitted to trading on the New York Stock Exchange, as reported in the
applicable transaction reporting system with respect to securities listed on
the principal national securities exchange on which the shares are listed or
admitted to trading or, if the shares are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter
market, as reported by the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ") or such other system then in use, or if
on any such date the shares are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in the shares selected by the Board of Directors
of the Company.  The term "Trading Day" shall mean a day on which the principal
national securities exchange on which the shares are listed or admitted to
trading is open for the transaction of business or, if the shares are not





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<PAGE>   22
listed or admitted to trading on any national securities exchange, on which the
New York Stock Exchange or such other national securities exchange as may be
selected by the Board of Directors of the Company is open.  If the shares are
not publicly held or not so listed or traded on any day within the period of 30
Trading Days applicable to the determination of Fair Market Value thereof as
aforesaid, "Fair Market Value" shall mean the fair market value thereof per
share as determined in good faith by the Board of Directors of the Company.  In
either case referred to in the foregoing sentence, the determination of Fair
Market Value shall be described in a statement filed with the Secretary of the
Company.

                 Section 8.  Consolidation, Merger, etc.  In case the Company
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock or Class A Common Stock are exchanged for or
changed into other stock or securities, cash and/or any other property, then in
any such case each outstanding share of Series A Preferred Stock shall at the
same time be similarly exchanged for or changed into the aggregate amount of
stock, securities, cash and/or other property (payable in like kind), as the
case may be, for which or into which each share of Common Stock or Class A
Common Stock is changed or exchanged multiplied by the highest of the Vote
Multiple,





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<PAGE>   23
the Dividend Multiple or the Liquidation Multiple in effect immediately prior
to such event.

                 Section 9.  Effective Time of Adjustments.

                 (A)  Adjustments to the Series A Preferred Stock required by
the provisions hereof shall be effective as of the time at which the event
requiring such adjustments occurs.

                 (B)  The Company shall give prompt written notice to each
holder of a share of Series A Preferred Stock of the effect of any adjustment
to the voting rights, dividend rights or rights upon liquidation, dissolution
or winding up of the Company of such shares required by the provisions hereof.
Notwithstanding the foregoing sentence, the failure of the Company to give such
notice shall not affect the validity of or the force or effect of or the
requirement for such adjustment.

                 Section 10.  No Redemption.  The shares of Series A Preferred
Stock shall not be redeemable at the option of the Company or any holder
thereof.  Notwithstanding the foregoing sentence of this Section, the Company
may acquire shares of Series A Preferred Stock in any other manner permitted by
law, the provisions hereof and the Certificate of Incorporation of the Company.

                 Section 11.  Ranking.  Unless otherwise provided in the
Certificate of Incorporation of the Company or a





                                       23
<PAGE>   24
Certificate of Designations relating to a subsequent series of preferred stock
of the Company, the Series A Preferred Stock shall rank junior to all other
series of the Company's preferred stock as to the payment of dividends and the
distribution of assets on liquidation, dissolution or winding up and senior to
the Common Stock.

                 Section 12.  Amendment.  The provisions hereof and the
Certificate of Incorporation of the Company shall not be amended in any manner
which would adversely affect the rights, privileges or powers of the Series A
Preferred Stock without, in addition to any other vote of stockholders required
by law, the affirmative vote of the holders of two-thirds or more of the
outstanding shares of Series A Preferred Stock, voting together as a single
class.





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                 IN WITNESS WHEREOF, I have executed and subscribed this
Certificate of Designations and do affirm the foregoing as true under the
penalties of perjury this 29th day of December, 1997.

                                       BERG ELECTRONICS CORP.
                                       
                                       
                                       /s/ David M. Sindelar
                                       ------------------------------
                                       David M. Sindelar
                                       Senior Vice President
                                       
                                       
                                       
ATTEST:                                
                                       

/s/ David J. Webster
------------------------------