Exhibit 3.4

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                              CPI ACQUISITION CORP.

                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware

         CPI Acquisition Corp. (the "Corporation"), a corporation organized and
existing under the laws of the State of Delaware, does hereby certify as
follows:

         This Certificate of Amendment (this "Certificate"), having been duly
adopted in accordance with Sections 228 and 242 of the General Corporation Law
of the State of Delaware and by the written consent of the stockholders of
Corporation, amends Article I of the Restated Certificate of Incorporation of
the Corporation to read as follows:

                                    ARTICLE I

                  The name of the corporation is CPI Holdco, Inc. (the
         "Corporation").

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         IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Corporation and on behalf of the Corporation in the capacity specified under the
undersigned's name, has duly executed this Certificate of Amendment as of March
11, 2004.

                                                      /s/ O. Joe Caldarelli
                                                      -------------------------
                                                      O. Joe Caldarelli
                                                      Chief Executive Officer