- Proxy Statement - Contested Solicitations (preliminary) (PREC14A)

Share Name	Share Symbol	Market	Type
Cpi Corp. Common Stock	NYSE:CPY	NYSE	Ordinary Share

	Price Change	% Change	Share Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	1.19				0.00	01:00:00

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
x	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

CPI CORP.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
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	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
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	(4)	Date Filed:

NOTICE OF ANNUAL STOCKHOLDERS' MEETING

TO CPI CORP. STOCKHOLDERS:

The Annual Meeting of the Stockholders of CPI Corp. (the “Company”) will be held at 9:00 a.m. (Central Daylight Time), Wednesday, July 8, 2009, at the Company’s offices at 1706 Washington Avenue, St. Louis, Missouri 63103-1717. The items of business to be acted upon at this meeting are as follows:

Election of a Board of Directors for the ensuing year;

A proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 6, 2010 and

Such other business as may properly come before the meeting or any adjournment or postponement thereof.

The Board of Directors has specified May 9, 2009, at the close of business, as the record date for the purpose of determining the stockholders who are entitled to receive notice of and to vote at the Annual Meeting.

The Proxy Statement for the Annual Meeting is set forth on the following pages.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on July 8, 2009. The proxy statement is available by first clicking “INVESTOR” and then “SEC Filings” on CPI Corp.’s web site at www.cpicorp.com. You may obtain directions to the Annual Meeting by written or telephonic request directed to our the Company’s Secretary, CPI Corp., 1706 Washington Avenue, St. Louis, Missouri 63103-1717 or by telephone at (314) 231-1575.

We urge you to promptly sign, date, and return your Proxy even if you plan to attend the Annual Meeting. If you do attend the meeting, you may vote your shares in person, thereby canceling the Proxy. A return envelope, which requires no postage if mailed in the United States, is enclosed for your convenience.

By Order of the Board of Directors

JANE E. NELSON

Secretary and General Counsel

Dated: ______, 2009

Table of Contents
Questions and Answers	ii

Stockholders Entitled to Vote	1

Quorum	1

How to Vote; Submitting Your Proxy; Revoking Your Proxy	1

Stockholder Proposals for 2010 Annual Meeting	3

Election of Directors (Proxy Item No. 1)	3

Executive Officers	6

Security Ownership of Certain Beneficial Owners	7

Security Ownership of Management	8

Section 16(a) Beneficial Ownership Reporting Compliance	9

Corporate Governance	9

Board and Committee Meetings	10

Compensation Committee Interlocks and Insider Participation	12

Compensation Discussion and Analysis	12

Compensation Committee Report	16

Summary Compensation Table	17

Grants of Plan-Based Awards in Fiscal Year 2008	19

Outstanding Equity Awards at Fiscal Year-End 2008	20

Stock Vested in Fiscal Year 2008.	21

Pension Benefits	21

Potential Payments Upon Termination	23

Director Compensation in Fiscal Year 2008	25

Audit Committee Report	27

Fees Paid to Independent Registered Public Accounting Firm	28

Ratification of Appointment of Independent Registered Public Accounting Firm (Proxy Item No. 2)	29

Other Information	29

QUESTIONS AND ANSWERS

1.	Why am I receiving these materials?

Our Board of Directors (the “Board”) is providing these proxy materials (including the proxy card) to you in connection with our annual meeting of stockholders, which will take place on Wednesday, July 8, 2009 (the “Annual Meeting”). As a stockholder, you are invited to attend our Annual Meeting and are entitled to and requested to vote on the items of business described in this Proxy Statement.

2.	What information is contained in this Proxy Statement?

The information in this Proxy Statement relates to the proposals to be voted on at the Annual Meeting, the voting process, our Board and Board committees, the compensation of directors and certain executive officers and other required information.

3.	How may I obtain a copy of CPI’s Annual Report on Form 10-K and other financial information?

A copy of our 2008 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended February 7, 2009, is being mailed to stockholders entitled to vote at the Annual Meeting. Our 2008 Annual Report is not incorporated into this Proxy Statement and shall not be considered proxy solicitation material. Our Annual Report on Form 10-K for the Company's fiscal year ended February 7, 2009 and other filings with the Securities and Exchange Commission ("SEC") can be found on our website at www.cpicorp.com by first clicking “INVESTOR” and then “SEC Filings.”

4.	Who is entitled to vote at the Annual Meeting?

Only holders of our common stock at the close of business on May 9, 2009 are entitled to receive this Notice and to vote their shares at the Annual Meeting. As of that date, there were 7,005,301 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter to be voted upon at the Annual Meeting.

5.	What items of business will be voted on at the Annual Meeting?

The items of business scheduled to be voted on at the Annual Meeting are:

•

Election of directors to serve for the next year and until their successors are elected and qualified; and

•

Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending February 6, 2010.

We will also consider any other business that properly comes before the Annual Meeting. See question 14, “Could other matters be decided at the Annual Meeting?” below.

6.	How does the Board recommend I vote?

Our Board recommends that you vote your shares:

•

“FOR” each of the nominees to the Board listed in this Proxy Statement; and

•

“FOR” the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending February 6, 2010.

Unless you give instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors. The Board’s full recommendation is set forth in the description of each item in this Proxy Statement. With respect to any other matter that properly comes before the meeting, David Meyer and James Abel, the persons named on your proxy card, will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion.

7.	What are the voting requirements to elect the directors and to approve the other proposal discussed in this Proxy Statement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if a majority of the outstanding shares entitled to vote at the meeting is represented by votes present at the meeting in person or by proxy. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner.

Each share of our common stock outstanding on the record date will be entitled to one vote on each of the director nominees and on any other proposals. A decision of a majority of those shares represented in person or by proxy and voting at the meeting will result in the election of a director or the passing of the other proposals. Therefore, for the purpose of the vote on these proposals, abstentions will have the effect of a no vote and broker non-votes will have no effect on the outcome of these proposals.

8.	How do I vote?

You may vote by completing and returning a proxy or in person by attending the meeting as described below.

By mail:

To vote your proxy by mail, be sure to complete, sign and date the proxy card or voting instruction card and return it in the prepaid envelope. If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named on the proxy card will vote the shares represented by that proxy as recommended by the Board.

In person at the Annual Meeting:

All stockholders of record may vote in person at the Annual Meeting. You may also be represented by another person at the meeting by executing a proper proxy designating that person. If you hold your shares in “street name” or otherwise have beneficial but not record ownership of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspector of election with your ballot to be able to vote at the meeting.

Your vote is important. Please return your vote promptly.

9.	May I vote confidentially?

Subject to the exceptions described below, our policy is to treat all stockholder meeting proxies, ballots and voting tabulations of a stockholder confidentially, if the stockholder has requested confidentiality on the proxy or ballot.

If you so request, your proxy will not be available for examination and your vote will not be disclosed prior to the tabulation of the final vote at the Annual Meeting, except (i) to meet applicable legal requirements, (ii) to allow the election inspectors to count and certify the results of the vote or (iii) if there is a proxy solicitation in opposition to the Board of Directors, based upon an opposition Proxy Statement filed with the Securities and Exchange Commission (SEC).

10.

What can I do if I change my mind after I vote my shares?

If you are a stockholder of record, you can revoke your proxy before it is exercised by:

•

written notice to our Corporate Secretary;

•

timely delivery of a valid, later-dated proxy or a later-dated vote; or

•

voting by ballot at the Annual Meeting.

If you are a beneficial owner but do not have record ownership of shares, you must follow the instructions of your bank, broker or other holder of record to revoke your proxy or submit new voting instructions.

All shares that have been properly voted and not revoked will be voted at the Annual Meeting.

11.

What is a broker non-vote?

iii

If you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. In this situation, a “broker non-vote” occurs. Shares constituting broker non-votes are not counted or deemed to be present or represented for the purpose of determining whether stockholders have approved a matter, but they are counted as present for the purpose of determining a quorum at the Annual Meeting.

12.

What is the deadline for voting my shares by proxy?

Votes by proxy must be received before the polls close at the Annual Meeting.

13.

What does it mean if I receive more than one proxy card from the Company?

If you hold your shares in multiple registrations, or in both registered and street name, you will receive a proxy card for each account. Please sign, date and return all proxy cards you receive from the Company. Only your latest dated proxy for each account will be voted.

14.

Could other matters be decided at the Annual Meeting?

On the date this Proxy Statement went to press, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you execute and deliver a proxy, then David Meyer and James Abel, the persons named on your proxy card, will have the discretion to vote on those matters for you.

15.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting and publish final results in our quarterly report on Form 10-Q for the second quarter of fiscal year 2009.

16.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of preparing, mailing and soliciting proxies, including preparation, assembly, printing and mailing of this Proxy Statement and any additional information furnished to stockholders. We may reimburse banks, brokerage houses, fiduciaries and custodians for their out-of-pocket expenses for forwarding solicitation materials to beneficial owners. We have hired _______ to print, distribute and solicit proxies. We will pay ______ a fee, plus reasonable expenses, for these services.

17.

When are the stockholder proposals for CPI’s 2010 Annual Meeting due?

You may submit proposals for consideration at future stockholder meetings. For a stockholder proposal to be considered for inclusion in our Proxy Statement for the annual meeting next year, the Corporate Secretary must receive the written proposal the Company’s offices no later than February 5, 2010. Such proposals also must comply with our By-laws and Securities and Exchange Commission (“SEC”) regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

Corporate Secretary

CPI Corp.

1706 Washington Ave

St. Louis, MO 63103-1717

Stockholders wishing to submit proposals or director nominations that are not to be included in such Proxy Statement must give timely notice to the Corporate Secretary in accordance with our By-laws, which require that the notice be received by the Corporate Secretary in writing no less than 90 days nor more than 120 days prior to the stockholders’ meeting; provided, however, that if less than 100 days’ notice or other public disclosure of the date of the meeting is given, notice by the stockholder will be considered timely if it is received by the Company no later than the close of business on the 10 ^th day following the earlier of the day on which notice of the meeting date was mailed or other public disclosure was made.

18.

If I have additional questions, who can I contact?

If you have any questions about the Annual Meeting or how to vote or revoke your proxy, you should contact our proxy solicitor: ______________.

CPI CORP.

1706 WASHINGTON AVENUE

ST. LOUIS, MISSOURI 63103-1717

PROXY STATEMENT OF THE BOARD OF DIRECTORS FOR

THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 8, 2009

This Proxy Statement and the accompanying proxy card are furnished in connection with the solicitation by the Board of Directors (the “Board” or the “Board of Directors”) of CPI Corp. (the “Company” or “CPI”) of proxies to be used at the Annual Meeting of Stockholders of the Company to be held at 9:00 a.m. (Central Daylight Time), Wednesday, July 8, 2009, at the Company’s offices at 1706 Washington Avenue, St. Louis, Missouri 63103-1717 (the “Annual Meeting”), and any adjournments or postponements thereof. The approximate date on which this Proxy Statement and the enclosed proxy card are first being given or sent to stockholders is ______, 2009.

The Board unanimously recommends that you vote FOR the election of each of the Board’s nominees named on the proxy card accompanying this Proxy Statement.

STOCKHOLDERS ENTITLED TO VOTE

Stockholders as recorded in the Company’s stock register on May 9, 2009, will be entitled to notice of and may vote at the Annual Meeting or any adjournments or postponements thereof. As of the close of business on May 9, 2009, there were 7,005,301 shares of CPI’s common stock issued and outstanding, entitled to one vote per share. The list of stockholders entitled to vote at the meeting will be open to the examination of any stockholder for any purpose relevant to the meeting during normal business hours for 10 days before the meeting at the Company’s principal office. The list will also be available during the meeting for inspection by stockholders.

QUORUM

The Company’s By-laws provide that at all meetings of stockholders, the holders of record, present in person or by proxy, of shares of common stock having a majority of the voting power entitled to vote thereat, is necessary and sufficient to constitute a quorum for the transaction of business. Abstentions, withheld votes and shares held of record by a broker or its nominee that are voted on any matter are included in determining the number of votes present.

Your vote is important – we urge you to vote by proxy even if you plan to attend the Annual Meeting.

HOW TO VOTE; SUBMITTING YOUR PROXY; REVOKING YOUR PROXY

You may vote your shares either by voting in person at the Annual Meeting or by submitting a completed proxy. By submitting a proxy, you are legally authorizing another person to vote your shares. The enclosed proxy card designates Messrs. David Meyer and James Abel to vote your shares in accordance with the voting instructions you indicate on your proxy card.

If you submit your executed proxy card designating Messrs. Meyer and Abel as the individuals authorized to vote your shares, but you do not indicate how your shares are to be voted, then your shares will be voted by these individuals in accordance with the Board’s recommendations, which are described in this Proxy Statement. In addition, if any other matters are properly brought up at the Annual Meeting (other than the proposals contained in this Proxy Statement), then each of these individuals will have the authority to vote your shares on those other matters in accordance with his discretion and judgment. The Board currently does not know of any matters to be raised at the Annual Meeting other than the proposals contained in this Proxy Statement.

We urge you to vote by doing one of the following:

Vote by mail:

You can vote your shares by mail by completing, signing, dating and returning your proxy card in the postage-paid envelope provided. In order for your proxy to be validly submitted and for your shares to be voted in accordance with your instructions, we must receive your mailed proxy card before the polls close at the Annual Meeting.

In person at the Annual Meeting:

If your shares are not registered in your name but in the “street name” of a bank, broker or other holder of record (a “nominee”), then your name will not appear in the Company’s register of stockholders. Those shares are held in your nominee’s name, on your behalf, and your nominee will be entitled to vote your shares. Your nominee is required to vote your shares in accordance with your instructions. If you do not give instructions to your nominee, your nominee will be entitled to vote your shares with respect to “discretionary” items but will not be permitted to vote your shares with respect to “non-discretionary” items (your shares are treated as “broker non-votes”).

Your proxy is revocable. If you are a stockholder of record, after you have submitted your proxy card, you may revoke it by mail by sending a written notice to be delivered before the Annual Meeting to the Company’s Secretary, 1706 Washington Avenue, St. Louis, Missouri 63103-1717. If you wish to revoke your submitted proxy card and submit new voting instructions by mail, then you must sign, date and mail a new proxy card with your new voting instructions, which we must receive before the polls close at the Annual Meeting. You also may revoke your proxy card by attending the Annual Meeting and voting your shares in person. Attending the Annual Meeting without taking one of the actions above will not revoke your proxy. If you are a beneficial owner, or you hold your shares in “street name” as described above, please contact your bank, broker or other holder of record for instructions on how to change or revoke your vote.

Your vote is very important to the Company. If you do not plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your completed proxy card prior to the Annual Meeting in accordance with the above instructions so that your shares will be represented and voted in accordance with your instructions. Even if you plan to attend the Annual Meeting in person, we recommend that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

You are entitled to attend the Annual Meeting only if you are a stockholder of record or a beneficial owner as of the close of business on May 9, 2009, or if you hold a valid proxy for the meeting. You should be prepared to present photo identification for admission.

If your shares are held in “street name”, in order for you to attend the Annual Meeting, you must bring a letter or account statement showing that you beneficially own the shares held by your nominee, as well as proper photo identification. Note that even if you attend the Annual Meeting, you cannot vote the shares that are held by your nominee unless you have a proxy from your nominee. Rather, you should vote your shares by following the instructions provided on the enclosed proxy card and returning the proxy card to your nominee to ensure that your shares will be voted on your behalf, as described above.

If you have questions or require any assistance with voting your shares, please contact the Board’s proxy solicitor: ____________.

The cost of preparing, mailing and soliciting of proxies will be borne by the Company. In addition to this Proxy Statement, directors, officers and regular employees of the Company may solicit proxies personally and by telephone, facsimile or electronically for which they will receive no compensation in addition to their normal compensation. Arrangements have also been made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of common stock held of record by such persons, and the Company may reimburse them for their reasonable out-of-pocket and clerical expenses.

The Company’s fiscal year ends the first Saturday of February. Accordingly, references to fiscal year 2008, fiscal year 2007 and fiscal year 2006 mean the fiscal years ended February 7, 2009, February 2, 2008 and February 3, 2007, respectively.

Stockholder Proposals for 2010 Annual Meeting

To be considered for inclusion in next year’s Annual Meeting Proxy Statement, stockholder proposals must arrive at the Company’s offices no later than the close of business on February 5, 2010. Proposals should be addressed to the attention of the Corporate Secretary, 1706 Washington Avenue, St. Louis, Missouri 63103-1717.

Stockholders wishing to present proposals at the Annual Meeting (but not include them in the Proxy Statement) are required to notify the Corporate Secretary in writing no less than 90 days nor more than 120 days prior to the stockholders’ meeting; provided, however, that if less than 100 days’ notice or other public disclosure of the date of the meeting is given, notice by the stockholder will be considered timely if it is received by the Company no later than the close of business on the 10 ^th day following the earlier of the day on which notice of the meeting date was mailed or other public disclosure was made.

Notices of intention to present proposals at the 2010 Annual Meeting should be addressed to the attention of the Corporate Secretary, 1706 Washington Avenue, St. Louis, Missouri 63103-1717.

Election of Directors

(Proxy Item No. 1)

On November 24, 2008, the Board amended the Company’s By-laws to increase the number of directors constituting the full Board of Directors from five to six and appointed Michael Glazer to fill the resulting vacancy on the Board. The Board of Directors recommends that the six directors listed below be elected for a term of one year and thereafter until their successors are duly elected and qualified, or until a director’s earlier death, resignation or retirement.

Unless authority to vote is withheld, the enclosed proxy will be voted for the election of the nominees as directors of the Company. If any one or more of the nominees becomes unavailable for election, which is not anticipated, the holders of the proxies, acting pursuant to the authority granted by the proxies, will vote for such person or persons as may be designated by the Board of Directors.

On April 24, 2009, the Company received notice from the Ramius Group stating that it reserved the right to nominate up to four individuals for election to the Board at the Annual Meeting (see footnote 1 to “Security Ownership of Beneficial Owners” table for discussion of the Ramius Group).

The demand for additional representation came only after Ramius’s representative on the Board declined to submit nominees through the Nominating and Governance Committee and also voted to re-nominate the incumbent directors.

Ramius’s request for additional Board representation was not accompanied by any suggestions for revisions to Company strategy or operations. Ramius specifically acknowledged to the Board that the Company is performing well in the current environment and that the integration, digitization and upgrade of the recently acquired PictureMe Portrait Studio chain have been successful.

The Company believes that Ramius seeks additional influence to control the timing of an eventual sale of the Company.

• Ramius has repeatedly expressed interest in gaining liquidity for its investment;

• Ramius filed a plan to sell up to 575,000 shares on January 23, 2009 and has recently sold over 110,000 shares pursuant to that plan; and

• Since January 2009 with the Company’s common stock trading as low as $3-4 per share, Ramius has pressed the Board for a sale of the Company despite the current difficult environment and contrary to the recommendations of outside financial advisors who have advised that the timing of sale is particularly inopportune.

The Company believes that the director nomination process should be conducted by its Nominating and Governance Committee to ensure that nominees are independent, provide additional value to the governance of the Company and do not represent the interests of one stockholder over the interests of others.

The Company has been and remains open to enhancing the capabilities of the Board of Directors:

• Michael Glazer, previously CEO of KB Toys, was appointed to the Board last November by a unanimous vote of the directors including the Ramius representative after a deliberative search process.

• The Nominating and Governance Committee is currently conducting a formal process to consider additional qualified, independent candidates who possess specific experience and expertise that can help advance the business. The Ramius representative has been invited to participate in this process as a member of both the Board and the Nominating and Governance Committee. The Committee has also solicited suggestions from significant stockholders.

As reported in its recent earnings release, the Company believes that it has momentum and the right strategic and operating plans for its future. The Company believes that the successful integration and digitization of the PictureMe Portrait Studio business combined with the implementation of numerous improvement initiatives across the organization has positioned the Company for significant gains in earnings and cash flow. The Company believes Ramius’s actions threaten to disrupt the execution of these plans.

Ramius’s interest in liquidating its position presents a fundamental misalignment of their interests with the interests of other stockholders. The addition of directors not clearly independent from Ramius could unduly increase Ramius’ ability to influence a transaction or effect changes in management or the Company’s direction that may not be in the interests of all stockholders.

The name of each nominee, the nominees' principal occupations, and certain other information is set forth below. Messrs. Abel, Koeneke, Meyer and White first joined the Board in March 2004, while Mr. Glazer joined in November 2008.

Name	Principal Occupation, Business Experience and Directorships
James J. Abel	Mr. Abel, age 63, served as President and Chief Executive Officer of Financial Executives International (FEI) from May 2008 to February 2009. FEI is the preeminent organization representing senior financial executives in dealing with the regulatory agencies involved with corporate financial reporting and internal controls. Mr. Abel retired on December 31, 2007 from positions of Executive Vice President, Secretary, Treasurer and Chief Financial Officer of The Lamson & Sessions Co., a diversified manufacturer and distributor of a broad line of thermoplastic electrical, consumer, telecommunications and engineered sewer products for major domestic markets. Mr. Abel served as an executive officer of The Lamson & Sessions Co. from December 1990 and a director from 2000 until his retirement. Mr. Abel received a B.S. from Purdue University and an MBA from St. John’s University (N.Y.).
Michael Glazer	Mr. Glazer, age 61, has served as Managing Director of Team Neu, a private equity investment firm, located in Pittsfield, MA since August 2005. From May 1996 until August 2005, he served as President and Chief Executive Officer of KB Toys, Inc. He has served as director of Stage Stores (NYSE: SSI) since 2001. Mr. Glazer received a B.A. from the University of California – Berkley and an MBA from Columbia University.
Michael Koeneke	Mr. Koeneke, age 62, is a Managing Member of Knightspoint Partners LLC, a firm which he co-founded in March 2003 that is engaged in the business of acquiring, holding or disposing of investments in various companies. He served as a member of the Board of Directors of Ashworth, Inc., a golf apparel company formerly listed on Nasdaq, from 2008 to 2009 and served on the Board of Directors of the Sharper Image Corporation, a multi-channel specialty retailer formerly listed on Nasdaq, from 2006 until May 2008. From 1997 through 2002, Mr. Koeneke was the Co-Head and then the Chairman of Global Mergers and Acquisitions at Merrill Lynch & Co., Inc. Mr. Koeneke received a B.A. from the University of Michigan and an MBA from the Harvard Business School.
David Meyer	Mr. Meyer, age 40, has served as Chairman of the Board since April 2004. From October 2004 until August 2005, he served in the Company’s interim Office of the Chief Executive. Since 2003, Mr. Meyer has served as a Managing Member of Knightspoint Partners LLC, a firm which he co-founded, that is engaged in the business of acquiring, holding or disposing of investments in various companies. From 1995 to 2002, Mr. Meyer served in various capacities in the investment banking department of Credit Suisse First Boston, including as a director in the Mergers and Acquisitions and Global Industrial and Services Groups in the firm’s London office. From 2007 to 2008, Mr. Meyer served as Chairman of the Board of Directors of Ashworth, Inc, a golf apparel company formerly listed on Nasdaq. From 2006 to 2007, Mr. Meyer served as Chairman of the Compensation Committee of the Board of Directors of the Sharper Image Corporation, a multi-channel specialty retailer formerly listed on Nasdaq. Mr. Meyer received a B.S.E. from Princeton University and an MBA from Stanford University.
Turner White	Since May 2004, Mr. White, age 60, has served as owner of White and Company, LLC, a consulting and investment firm located in Kansas City, Missouri, and as visiting assistant professor of management, Helzberg School of Management, Rockhurst University in Kansas City, Missouri. From May 2000 to May 2004, Mr. White served as President and Chief Executive Officer of Union Station Kansas City, Inc. He was a Vice President and East region general manager of Cell Net Data Systems, an investor-owned data management and metering supplier to the electric energy industry, from September 1998 through February 2000. From June 1989 to September 1998, Mr. White was Executive Vice President, Corporate Development, of Kansas City Power & Light Company. Mr. White received a B.A. from Colorado College and an MBA from Rockhurst University.

[Name and bio of sixth director to come]

The Board of Directors recommends a vote “FOR” each of these nominees as directors.

Executive Officers

The name of each of the Company’s executive officers as of May 9, 2009, who are not directors, along with their respective ages, positions and descriptions of their professional experience is set forth below.

Renato Cataldo	President and Chief Executive Officer. Dr. Cataldo, age 49, joined the Company as its Chief Operating Officer in July 2005 after serving as a consultant to the Company since August 2004. Effective October 10, 2006, he was appointed President and Chief Executive Officer of the Company. From 1998 until his resignation in August 2004, he served as Chief Executive Officer and Chief Technology Officer of Publicis eHealth Solutions, a division of the Publicis Groupe, S.A., an international communications company.
Thomas Gallahue	Executive Vice President, Operations. Mr. Gallahue, age 58, joined the Company in April 2002 in the position of Vice President, Sales Development and Operations and was appointed to his current position in November 2002. Prior to joining CPI, Mr. Gallahue enjoyed a thirty-year career with Sears, Roebuck & Co. where he held various positions, including Store Manager, Region Product Service Manager, Director of Sales Development for Home Appliances and District General Manager.
Dale Heins	Senior Vice President, Finance, Chief Financial Officer and Treasurer of the Company. Mr. Heins, age 46, was promoted to his current position in April 2008. From July 2005 until April 2008, Mr. Heins served as Vice President, Corporate Controller, Principal Accounting Officer and Assistant Treasurer, after serving the Company in various other financial positions since 1987.
Keith Laakko	Chief Marketing Officer. Mr. Laakko, age 43, joined the Company in his current position in January 2006. He served as Category Marketing Director for Consumer Controls Brands of Spectrum Brands from 2004 until he joined CPI. From 2000 until 2004, Mr. Laakko held marketing positions with Eastman Kodak Company, including Director of New Business Development, Business to Business, and Director of Corporate Branding from 2003 to 2004, Director of Global Brand Communication from 2001 to 2003 and Marketing Director, Strategic Web Partnerships and Online Community from 2000 to 2001. He has also held marketing positions with The Coca-Cola Company, Hasbro Toys and Mattel.
James Mills	Executive Vice President, Field Operations. Mr. Mills, age 44, joined the Company in September 2008, following a distinguished career with RadioShack Corporation that spanned more than twenty years. His most recent responsibilities with RadioShack, leading consumer electronics retailer, included Vice President – Wholesale Channels (2007-2008), with responsibility for coordinating and implementing the overall strategy for RadioShack Franchise, Franchise International, Retail Solutions Kiosks, Direct Sales and provided executive oversight for RadioShack de’Mexico. In 2006, Mr. Mills served as Vice President of RadioShack Segmentation and Vice President of Visual Merchandising, and, from 2004 to 2005, he was Vice President of the Southeast Region for RadioShack.
Jane Nelson	General Counsel and Corporate Secretary. Ms. Nelson, age 59, joined the Company in 1988 as Assistant General Counsel and subsequently served as Associate General Counsel and Assistant Secretary. She was promoted to her current position in 1993.
Rose O’Brien	Vice President, Finance/Controller and Principal Accounting Officer. Ms. O’Brien, age 48, joined the Company in August 2005 as Assistant Controller and was promoted to her current position in April 2008. Prior to joining the Company, Ms. O’Brien was the Director of Special Projects at Insituform, Inc., a provider of trenchless technology from September 2004 until July 2005. She was the Controller at Growing Family, Inc., a baby portrait photography company from November 2000 until September 2004. Prior to that, Ms. O’Brien held financial management positions with both public and privately held companies in the St. Louis area. Ms. O’Brien also served for seven years in the Audit Department of Price Waterhouse.
Richard Tarpley	Executive Vice President, Manufacturing. Mr. Tarpley, age 63, has served as Executive Vice President, Manufacturing since 1995. Since joining the Company as Cost Control supervisor in 1970, he has held other positions within the manufacturing department.

Security Ownership of Certain Beneficial Owners

To the Company's knowledge, based upon information contained in Schedules 13D and 13G filed with the Securities and Exchange Commission, the following table sets forth beneficial owners of five percent (5%) or more of the common stock of the Company as of May 9, 2009.

Name	Number of Shares		Percent
Ramius Group	1,217,150	(1)	17.4%
Van Den Berg Management	1,086,461	(2)	15.5%
Lafitte Capital Management LP	508,265	(3)	7.3%

(1)

As reported in Amendment No. 14 to Schedule 13D, dated May 1, 2009, and Form 4’s filed on May 5, 2009, and May 8, 2009, by Ramius Enterprise Master Fund Ltd; Starboard Value and Opportunity Fund, LLC; Ramius Merger Arbitrage Master Fund Ltd; Ramius Multi-Strategy Master Fund Ltd; Ramius Value and Opportunity Master Fund Ltd; Ramius Leveraged Multi-Strategy Master Fund Ltd; Ramius Advisors, LLC, who serves as the investment advisor of Ramius Multi-Strategy Master Fund Ltd, Ramius Merger Arbitrage Master Fund Ltd, Ramius Leveraged Multi-Strategy Master Fund Ltd and Ramius Enterprise Master Fund Ltd; RCG Starboard Advisors, LLC, who serves as the investment manager of Ramius Value and Opportunity Master Fund Ltd and the managing member of Starboard Value and Opportunity Fund, LLC; Ramius LLC, who serves as the sole member of RCG Starboard Advisors, LLC and Ramius Advisors, LLC; C4S & Co., L.L.C., who serves as managing member of Ramius LLC; Peter A. Cohen, one of the managing members of C4S & Co., L.L.C.; Morgan B. Stark, one of the managing members of C4S & Co., L.L.C.; Thomas W. Strauss, one of the managing members of C4S & Co., L.L.C.; Jeffrey M. Solomon, one of the managing members of C4S & Co., L.L.C.; Peter A. Feld, a director of the Company and a Managing Director of Ramius LLC; Joseph C. Izganics; John Serino; and Paul G. White (collectively, the “Ramius Group”). Under the rules of the Securities and Exchange Commission, each member of the Ramius Group may be deemed to beneficially own shares of common stock beneficially owned by each of the other members of the Ramius Group. The address of each member of the Ramius Group is 599 Lexington Avenue, 21st Floor, New York, New York 10022.

As required by the Company’s Rights Agreement, as amended, each member of the Ramius Group granted an irrevocable proxy to the Secretary of the Company to vote the common stock of the Company beneficially owned by the Ramius Group that reflects the Ramius Group’s pro rata portion of the 1,864,201 shares held collectively by the Ramius Group and Knightspoint Partners LLC, Knightspoint Capital Management I LLC, Knightspoint Partners I, L.P., Michael Koeneke and David Meyer, that were in excess of 20% of the Company’s common shares outstanding (the “Excess Shares”). The proxy provides that the Excess Shares will be voted by the Secretary of the Company in the same proportion as the votes of all stockholders of the Company. As of May 9, 2009, the Ramius Group’s pro rata portion of the Excess Shares was 86.9%. As a result, the 1,217,150 shares included in the table above exclude 402,347 shares held by the Ramius Group for which the Ramius Group does not have the right to vote.

(2)

As reported in its Amendment 11 to Schedule 13G/A, dated as of December 31, 2008, Van Den Berg Management has beneficial ownership of 1,086,461 shares, shared voting power for 1,084,451 shares and shared dispositive power for 1,084,451 shares. The address of this stockholder is 805 Las Cimas Parkway, Suite 43C, Austin, Texas 78746.

(3)	As reported on Schedule 13G, dated February 15, 2008, as of January 31, 2008, Lafitte Capital Management LP has shared voting power for 508,265 shares and shared dispositive power for 508,265 shares. The address of this stockholder is 701 Brazos, Suite 375, Austin, Texas 78701.

Security Ownership of Management

Information is set forth below regarding beneficial ownership of common stock of the Company, as of May 9, 2009, by (i) each person who is a director; (ii) each person listed in the Summary Compensation Table set forth below and (iii) all directors and executive officers. Except as otherwise noted, each person has sole voting and investment power as to his or her shares.

	Amount of Record	Indirect Shares	Restricted Shares (1)	Profit Sharing Plan (2)	Vested Options (3)	Total	Percent of Shares outstanding in proxy

James Abel	11,954	-	7,353	-	-	19,307	*
Renato Cataldo	18,718	-	2,976	514	-	22,208	*
Gary Douglass	14,081	-	-	853	-	14,934	*
Peter Feld (4)	1,336	-	5,252	-	-	6,588	*
Thomas Gallahue	3,573	-	2,451	1,056	15,046	22,126	*
Michael Glazer	6,903	-	5,252	-	-	12,155	*
Dale Heins	2,309	-	2,451	2,059	-	6,819	*
Michael Koeneke (5)	6,989	102,321	5,252	-	-	114,562	1.6%
David Meyer (5)	117,242	102,321	12,900	-	-	232,463	3.3%
Keith Laako	2,556	-	3,157	425	-	6,138	*
Jane Nelson	3,767	-	2,101	2,400	-	8,268	*
Turner White	7,357	-	6,303	-	-	13,660	*

Directors and Executive Officers
as a group (15 persons)	206,808	102,321	59,650	9,519	15,046	393,344	5.6%

*Less than one percent.

(1)

For directors, this includes restricted shares awarded in lieu of cash compensation for the 2009 Board retainer and committee chair retainers made on February 25, 2009, and March 3, 2009, and includes an award of 8,296 shares to Mr. Meyer for his performance as Chairman of the Board in 2008 made on April 27, 2009. For executive officers, these restricted shares were awarded in fiscal year 2009 as part of fiscal year 2008 incentive compensation.

(2)	Shares are held under the CPI Corp. Employees’ Profit Sharing Plan and Trust. The executives do not have voting power with respect to these shares.

(3)	Includes shares, which such persons have the right to acquire upon the exercise of employee stock options within 60 days after May 9, 2009.

(4)

The shares listed in the table above for Mr. Feld exclude the 1,612,909 shares held by members of the Ramius Group other than Mr. Feld, of which 400,710 shares are voted by the Secretary of the Company pursuant to an irrevocable proxy in connection with the Company’s Rights Agreement. Peter Feld is a Managing Director of the Ramius Group; see the “Security Ownership of Certain Beneficial Owners” table set forth above for information on the Ramius Group. As such, Mr. Feld may be deemed to beneficially own shares of common stock beneficially owned by each of the other members of the Ramius Group. Mr. Feld disclaims ownership of all such shares. Mr. Feld’s amount of record shares and restricted shares in the table above include 332 and 1,305 shares, respectively, which are voted by the Secretary of the Company pursuant to an irrevocable proxy in connection with the Company’s Rights Agreement.

(5)

Mr. Koeneke’s amount of record shares and restricted shares in the table above include 1,736 and 1,305 shares, respectively, which are voted by the Secretary of the Company pursuant to an irrevocable proxy in connection with the Company’s Rights Agreement as discussed in footnote 1 under the “Security Ownership of Certain Beneficial Owners” table set forth above. Mr. Meyer’s amount of record shares and restricted shares in the table above include 29,128 and 3,205 shares, respectively, which are voted by the Secretary of the Company pursuant to an irrevocable proxy in connection with the Company’s Rights Agreement. Messrs. Koeneke’s and Meyer’s indirect shares include 102,321 shares of common stock owned by Knightspoint Partners I, L.P. Michael Koeneke and David Meyer are Managing Members of the sole member of the general partner of Knightspoint Partners I, L.P. and have shared voting and dispositive power with respect to the 102,321 shares of common stock owned by Knightspoint Partners I, L.P. The 102,321 shares of common stock owned by Knightspoint Partners I, L.P.

include 25,421 shares that are voted by the Secretary of the Company pursuant to an irrevocable proxy in connection with the Company’s Rights Agreement. Messrs. Koeneke and Meyer disclaim beneficial ownership of the shares held by Knightspoint Partners I, L.P., except to the extent of their respective pecuniary interest therein.

Section 16(a) Beneficial Ownership Reporting Compliance

The federal securities laws require our directors and executive officers, and persons who own more than 10% of the Company’s common stock, to file initial reports of ownership and reports of changes in ownership of any of the Company’s securities with the Securities and Exchange Commission, the New York Stock Exchange and the Company.

Based solely upon a review of filings with the Securities and Exchange Commission and written representations that no other reports were required, the Company believes that, with the exception of one filing by Rose O’Brien that was filed two days late on January 15, 2009, all of its directors and executive officers complied during fiscal year 2008 with their reporting requirements.

Corporate Governance

Corporate Governance Guidelines

The Company maintains a corporate governance section on its website which contains copies of the Company’s principal governance documents. The Corporate Governance Guidelines, the charters of the Compensation, Audit and Finance and Nominating and Governance committees, the Code of Business Conduct and Ethics and the Company’s By-laws are available at www.cpicorp.com by first clicking “INVESTOR” and then “highlights”. These documents are also available, without charge, in print upon request to the Corporate Secretary at 1706 Washington Avenue, St. Louis, Missouri 63103-1717. The principles contained in the Company’s governance documents were adopted by the Board to ensure that the Board is independent from management, to ensure that the Board adequately performs its function as the overseer of management and to ensure that the interests of the Board and management align with the interests of the stockholders.

Certain Relationships and Related Transactions

The Company’s practice has been to refer any proposed related person transaction to the Company’s Audit and Finance Committee for consideration and approval . The Company’s Code of Ethics, which sets forth standards applicable to all directors, officers and senior management of the Company, prohibits the giving or accepting of personal benefits that could result in a conflict of interest. Any waiver of this Code for a director or an officer may only be granted by the Board of Directors. The Company may in the future adopt a separate related person transactions policy.

Director Independence

In accordance with New York Stock Exchange rules, the Board affirmatively determines the independence of each Director and nominee for election as a Director in accordance with all elements of independence set forth in the New York Stock Exchange listing standards. The Board of Directors has determined that throughout fiscal year 2008 each of James Abel, Peter Feld, Michael Glazer, Michael Koeneke, David Meyer and Turner White were “independent” under the NYSE corporate governance rules, a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

Nominations for Directors

The Nominating and Governance Committee is charged with nominating qualified members to serve on the Company’s Board of Directors. The Nominating and Governance Committee considers educational background, business experience and the ability to complement the skills and experience of other Board members. In making recommendations, the Nominating and Governance Committee further considers each nominee's involvement at Board meetings and in providing strategic direction during the preceding year.

It is the policy of the Nominating and Governance Committee to consider nominees for election to the Board of Directors recommended by stockholders. Any stockholder who desires to recommend a prospective nominee should forward the name, address and telephone number of such prospective nominee, together with a description of the nominee's qualifications and relevant business and personal experience, to the Corporate Secretary at the Company’s address set forth at the end of this Proxy Statement and, if relevant, comply with the procedures set forth above under the caption “Stockholder Proposals for the 2010 Annual Meeting”. Notice of a nomination must include the reasons for making the nomination of a director or directors, your name, your address, the class and number of shares you own; a description of all arrangements and understandings between you and each nominee and any other person (naming such person or persons) pursuant to which the nomination or nominations are made; the name, age, business address and residence address of the nominee; and the class and number of shares beneficially owned by the nominee. It must also include the information that would be required to be disclosed in the solicitation of proxies for election of directors under the federal securities laws. You must submit the nominee’s consent to be elected and to serve. As described in the Company’s Corporate Governance Guidelines, a majority of directors must be independent under the criteria established by the New York Stock Exchange.

Communications with the Board

Any interested party, including any stockholder, who wishes to communicate with the Board, the presiding director, the independent directors as a group or with individual directors may send his or her communication to the Corporate Secretary at 1706 Washington Avenue, St. Louis, Missouri 63103-1717. The Board has instructed the Corporate Secretary to review all communications so received, and to exercise her discretion not to forward to the Board correspondence that is inappropriate such as business solicitations, frivolous communications and advertising, routine business matters (i.e. business inquiries, complaints or suggestions) and personal grievances. However, any director may at any time request the Corporate Secretary to forward any and all communications received by the Corporate Secretary but not forwarded to the directors.

Code of Business Conduct and Ethics

The Company’s Code of Business Conduct and Ethics, which applies to Company employees and directors, reflects the standards CPI employees, officers and directors are expected to observe to maintain and enhance quality business practices. The Company intends to promptly disclose (i) the nature of any amendment to this code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of this code of ethics that is granted to one of these specified individuals, the name of such person who is granted the waiver and the date of the waiver on the Company’s website, if any. The Code of Business Conduct and Ethics is available at www.cpicorp.com by first clicking “INVESTOR” and then “ethics”. This document is also available, without charge, in print upon request to the Corporate Secretary at 1706 Washington Avenue, St. Louis, Missouri 63103-1717. Underlying this Code are the fundamental requirements of honesty and good faith in all actions that reflect on the Company and its people. The Company has established a fraud hotline for employees to submit confidential reports of suspected or actual violations of the Company’s Code of Business Conduct and Ethics, and the Audit Committee maintains a second hotline (www.openboard.info/cpy) specifically for accounting complaints which is maintained by an independent vendor and for which complaints are handled anonymously and confidentially.

Board and Committee Meetings

During fiscal year 2008, the Company’s Board of Directors met eighteen times. All directors attended more than 75% of all Board and committee meetings that they were eligible to attend. The members of the Board conferred without management present as part of each regularly scheduled Board meeting. The Chairman of the Nominating and Governance Committee, James Abel, presides over executive sessions of the directors, all of whom are independent. Although the Company does not have a formal policy on attendance at annual stockholder meetings, the Company encourages each member of the Board to attend the Annual Meeting of Stockholders. All of the Company’s then current directors attended the 2008 Annual Meeting of Stockholders.

In fiscal year 2008, the Board of Directors had the following committees: Audit and Finance (the “Audit Committee”), Compensation, Nominating and Governance and Executive Committees. The Board of Directors dissolved the Executive Committee on September 22, 2008.

The Audit Committee

The Audit Committee consists of James Abel (Chairman), Michael Koeneke and Turner White. The Board of Directors has determined that all members of the Audit Committee are independent, as that term is defined in the New York Stock Exchange's listing standards and the rules of the Securities and Exchange Commission. The Board of Directors has also determined that Mr. Abel, is qualified to serve as the Audit Committee financial expert. The Audit Committee held nine meetings during fiscal year 2008.

Pursuant to its Charter, the Audit Committee reviews annual and quarterly financial statements of the Company, selects and oversees the Company’s independent auditors and approves the scope of their work. The Audit Committee also reviews and discusses with management and the independent auditors significant accounting policies, reporting practices and internal controls and approves the annual internal audit plan. The Audit Committee has established procedures for reporting concerns about auditing or accounting practices to the Audit Committee on an anonymous, confidential basis at www.openboard.info/cpy. The Audit Committee also oversees management’s implementation and maintenance of effective systems of internal and disclosure controls and reviews and evaluates the Company’s investment policies and performance.

The Compensation Committee

The Compensation Committee is comprised of Turner White (Chairman), James Abel, Peter Feld, Michael Glazer and Michael Koeneke. The Board of Directors has determined that all of the members of the Compensation Committee are independent, as that term is defined in the rules of the New York Stock Exchange.

The Compensation Committee held five meetings during fiscal year 2008. Decisions of the committee are made after discussion of relevant facts and in accordance with the opinion of the majority of the committee. Primary actions taken in these meetings include the determination of 2007 incentive awards, 2008 executive compensation, 2008 director compensation awards of restricted stock and stock options and the evaluation of the performance of the Chief Executive Officer (“CEO”) . The CEO participates in Compensation Committee meetings when requested. His involvement is generally to advise concerning incentive awards and executive compensation other than his own.

Meetings of the Compensation Committee are set by the Compensation Committee chairman in consultation with management and other members of the committee. Compensation Committee agendas are determined by the chairman of the committee. The Compensation Committee also served as the stock option committee under the Company’s Stock Option Plan as amended and restated and as the governing committee for the Restricted Stock Plan. The Compensation Committee now serves as the Committee charged with administration of the Omnibus Incentive Plan, which was approved at the 2008 annual meeting of stockholders.

The Compensation Committee is required to consist of no fewer than three members, all of whom meet the independence requirements of the New York Stock Exchange. The members of the Compensation Committee are appointed by the Board on the recommendation of the Nominating and Governance Committee and serve until their successors are appointed.

The Chairman of the Board generally attends Compensation Committee meetings in an advisory capacity. He is an active participant as the Compensation Committee considers the various decisions that it has to make, but it makes final decisions.

The Compensation Committee consults with the CEO for recommendations as to salary and incentive levels, but retains the authority to make any final decisions. The CEO’s recommendations include a detailed listing by individual of recommended salary and incentives based on internal performance reviews and consultation with appropriate management personnel. Executives are included in Compensation Committee meetings as invited and do not participate in executive sessions. The Compensation Committee delegates to the CEO the responsibilities of communicating and implementing decisions that are made by the Compensation Committee.

Outside consulting services are obtained on a project-by-project basis, including matters that concern compensation of members of the Board of Directors. During 2007 and 2008, the Compensation Committee retained an independent consultant, who provided outside consulting services to determine compensation for the Chairman of the Board. The independent consultant was

commissioned by the Committee and does not provide other services to the Company. Management does not retain a compensation consultant.

The Nominating and Governance Committee

The Nominating and Governance Committee is comprised of James Abel (Chairman), Peter Feld, Michael Koeneke, and Turner White. Under its Charter, the Nominating and Governance Committee is charged with nominating qualified members to serve on the Company’s Board of Directors, reviewing and assessing the adequacy of the Company’s Corporate Governance Guidelines and making recommendations for changes to the Guidelines as appropriate. The Nominating and Governance Committee also leads the annual Board and committee evaluation process. The Board of Directors has determined that all of the members of the Nominating and Governance Committee meet the independence requirements for companies listed on the New York Stock Exchange. The Nominating and Governance Committee met six times during fiscal year 2008.

The Executive Committee

The Executive Committee, comprised of Michael Koeneke, David Meyer and Turner White, was dissolved by the Board on September 22, 2008. The Executive Committee was authorized to carry out all the functions of the Board of Directors to the extent permitted under Delaware law. The Executive Committee did not meet during fiscal year 2008.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2008, no executive officer of the Company served on the Board of Directors or Compensation Committee of any other corporation with respect to which any member of the Compensation Committee was engaged as an executive officer. No member of the Compensation Committee was an officer or employee of the Company during fiscal year 2008, and no member of the Compensation Committee was formerly an officer of the Company.

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis outlines our compensation philosophy, policy and practices as they relate to our named executive officers.

Compensation philosophy and goal

The Company’s compensation philosophy is based on two principles:

•

Exceptional individual and team performance should be recognized and rewarded (and thereby encouraged) at all levels of the organization.

•

Rewards should be tied to the creation of stockholder value and its underlying drivers.

The goal of the Company’s compensation programs is to promote the financial interests and growth of the Company by creating an incentive for designated officers and key employees of the Company to remain in the employ of the Company and to work to the best of their abilities for the achievement of the Company’s strategic growth objectives. Compensation packages are determined upon hire based on consideration of the Company’s strategic and financial goals, competitive forces, fairness, individual responsibilities and challenges and economic factors. This includes review of published compensation reports, as needed. Formal benchmarking is not used for management compensation purposes. Compensation packages are reviewed annually by the Compensation Committee.

Compensation Components and Related Policies

The Company’s Chief Executive Officer, the persons who served as Chief Financial Officer in fiscal year 2008 and the three other most highly compensated executive officers during the fiscal year are considered the “named executive officers” or “NEOs” for purposes of this discussion. For fiscal year 2008, the NEOs were:

Dr. Renato Cataldo, President and Chief Executive Officer

Mr. Dale Heins, Senior Vice President, Finance, Treasurer and, effective April 19, 2008, Chief Financial Officer

Mr. Gary Douglass, Executive Vice President, Finance, Chief Financial Officer and Treasurer, through April 18, 2008

Mr. Thomas Gallahue, Executive Vice President, Operations

Mr. Keith Laakko, Chief Marketing Officer

Ms. Jane Nelson, General Counsel and Corporate Secretary

The components of compensation described below and their relative weightings were selected because they are considered fair, competitive and in line with the Company’s compensation philosophy. Outside of employment agreements, benefits are provided on a Company-wide basis with selections of specific plans made based on management analysis of plans available in the marketplace (and Board of Director approval when needed) as well as the necessary elements to attract and retain employees. The stockholders are required to approve any stock plans. The compensation and benefit structure is considered appropriate for the Company’s size and industry.

Base Compensation

The Compensation Committee annually reviews compensation based on consideration of the Company’s strategic and financial goals, competitive forces, fairness, individual responsibilities and challenges and economic factors. This includes a review of published compensation reports, as needed. Base salaries for our named executive officers reflect each executive officer’s level of experience, responsibilities and expected future contributions to our success. We review base salaries on an annual basis, or as responsibilities change, and we consider factors such as individual and Company performance and the competitive environment in our industry in determining whether salary adjustments are warranted.

Base salaries for Messrs. Cataldo, Douglass, Gallahue and Laakko were increased by the Compensation Committee, effective February 26, 2008. Mr. Heins' base salary was increased to $435,000 when he was promoted to Chief Financial Officer on April 19, 2008. Ms. Nelson's base salary did not change in fiscal year 2008.


	Former Annual Base Salary		New Annual Base Salary

Renato Cataldo	$	385,000	$	484,135
Dale Heins	$	163,654	$	228,806	(1)
Gary Douglass	$	275,000	$	79,212	(2)
Thomas Gallahue	$	220,721	$	305,770
Keith Laakko	$	175,000	$	203,846
Jane Nelson	$	210,000	$	211,615

_______________

(1)	Reflects base salary actually paid in fiscal year 2008, including amounts paid prior to Mr. Heins' promotion in April, 2008.

(2)	Reflects base salary through Mr. Douglass’s resignation as Chief Financial Officer on April 18, 2008.

Incentive and Restricted Stock Compensation

The CPI Corp. Performance Plan is an annual incentive plan that is applied to a broad pool of employees including the NEOs. Under the Company’s performance plan, executives and other participants have the potential to earn significant supplemental compensation if pre-established, objective targets are met or exceeded. The performance plan is not exempt under section 162(m) of the Internal Revenue Code. The Board of Directors establishes the targets each year to provide performance awards designed to yield corresponding growth in stockholder value.

During fiscal 2008, all named executive officers participated in this plan. The Board establishes the formula(s) or other criteria for determining the amount of the annual plan payouts (Incentive Compensation Pool) for each fiscal year (Plan Year) based on the Company’s Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) or such other performance measurement(s) or criteria as the Board may establish in its sole discretion. Not later than ninety (90) days following the end of a Plan Year, the Board calculates the Incentive Compensation Pool for the Plan Year based on the formula(s) or criteria established by the Board for such Plan Year. Once the amount of the Incentive Compensation Pool for the Plan Year is calculated, participants are designated for that year and are awarded an annual bonus based on performance.

Performance expectations are established through the budgeting process and approved by the Board of Directors. Once the budget is final, EBITDA and/or other targets for the year are determined by the Board of Directors at levels deemed to be achievable but challenging. Participants and payouts are designated and awards made based on an assessment of individual and team contributions not later than ninety (90) days following the end of the Plan Year. In fiscal 2008, any payouts of $10,000 or more pursuant to the plan were weighted evenly between cash and restricted stock, allowing high-impact employees at multiple levels of the organization to participate in the long-term success of the Company through stock ownership. The plan provides that the incentive compensation payable to executive officers of the Company in any Plan Year shall not, in the aggregate, exceed thirty three and one-third percent (33 1/3%) of the established Incentive Compensation Pool. The restricted stock awarded to date for performance has a vesting period ending upon completion of the subsequent fiscal year, thus encouraging retention of key employees.

The Company did not meet pre-established EBITDA and sales targets for fiscal year 2008. Accordingly, bonus levels were limited to the minimum total available for the year, but covered recipients throughout the organization were rewarded for their individual and team contributions. These awards are distributed among employees at the discretion of the Compensation Committee. A substantial portion of the total was paid in restricted shares that will not vest until the end of fiscal year 2009.

Stock Option Plan

The Company previously had an amended and restated non-qualified stock option plan, under which certain officers and key employees received options to acquire shares of the Company’s common stock. All outstanding options vested in connection with the 2004 consent solicitation through which a majority of the Board of Directors was replaced (the “2004 Change of Control”). No options have been granted under that plan since the 2004 Change of Control. The Omnibus Incentive Plan which was approved at the 2008 Annual Meeting replaced this plan.

Omnibus Incentive Plan

The CPI Corp. Omnibus Incentive Plan (the "Plan") was approved by the stockholders July 17, 2008. The Plan replaced the CPI Corp. Stock Option Plan and the CPI Corp. Restricted Stock Plan. The Plan provides the Company with flexibility to award employees, directors and consultants of the Company (the "Service Providers") both short-term and long-term equity-based and cash incentives. The purposes of the Plan are (i) to attract and retain highly competent persons; (ii) to provide incentives to Service Providers that align their interests with those of the Company's stockholders; and (iii) to promote the success of the business of the Company. Awards under the Plan are granted by the Compensation Committee, provided that the Board shall be responsible for administering this Plan with respect to awards to non-employee directors. The Compensation Committee has the authority, among other things, to (i) select the Service Providers to whom awards may be granted and the types of awards to be granted to each; (ii) to determine the number of shares to be covered by each award; (iii) to determine whether, to what extent, and under what circumstances an award may be settled in cash, common stock, other securities, or other awards; (iv) to prescribe, amend, and rescind rules and regulations relating to the Plan; and (v) to make all other determinations and take all other action described in the Plan or as the Compensation Committee otherwise deems necessary or advisable. Total shares of common stock approved for delivery pursuant to awards under the Plan are 800,000 shares. At May 9, 2009, 469,139 of these shares were available for future grant.

Types of awards authorized under the Plan include (i) stock options to purchase shares of common stock, including incentive stock options (“ISOs”) and non-qualified stock options, which will be granted with an exercise price not less than 100% of the fair market value of the common stock on the date of grant; (ii) stock appreciation rights (“SARs”), which confer the right to receive an amount, settled in cash, common stock or other awards, equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price of the SAR; (iii) restricted stock, which is common stock subject to restrictions on transferability and other restrictions, such as payment of respective taxes, with respect to which a participant has the voting rights of a stockholder during the period of restriction; (iv) restricted stock units, which are awards of a right to receive shares of the Company’s common stock and are subject to restrictions on transferability and other restrictions; such as payment of respective taxes, (v) performance awards, including performance shares or performance units, which are settled after an applicable performance period has ended to the extent to which corresponding performance and/or market goals have been achieved and (vi) other awards, including awards that are payable in shares of common stock or the value of which is based on the value of shares of common stock, and awards to be settled in cash or other property other than common stock.

In order to encourage a focus in long-term stockholder value creation, executives are awarded equity incentives. As shown in the “Grants of Plan-Based Awards in Fiscal Year 2008” table, the named executive officers were awarded stock options on August 14, 2008.

Supplemental Retirement Benefits

In December 2008, Mr. Douglass and Ms. Nelson amended their Employment Agreements to delete the provisions related to the supplemental retirement benefits under the Supplemental Retirement Plan (the “SERP”) in their agreements in exchange for negotiated cash payments of $400,000 and $375,000, respectively. Prior to these amendments, the employment agreements for Mr. Douglass and Ms. Nelson provided for supplemental retirement benefits up to 40% of the highest base salary from and after fiscal year 1997, not to exceed $150,000 annually, for twenty years. Supplemental retirement benefit payments were to commence on the later of (i) age 65 or (ii) the date of retirement.

Company-wide Benefits

Benefits such as profit sharing 401(k), medical and dental are available to executives under plans and policies that apply Company-wide. Management reviews the performance and cost of these plans on an annual basis and makes changes as necessary. For the profit sharing plan, the Board of Directors appoints a plan committee made up of executive officers. That committee is responsible for approving and making any necessary changes to the plan.

The Company has a defined benefit pension plan that applied Company-wide until April 1, 2004 (the “Retirement Plan”), when the Company implemented a freeze of future benefit accruals. Employees with at least ten years of service who attained age 50 as of April 1, 2004 were “grandfathered” and benefits continued to accrue for those grandfathered individuals until February 20, 2009, when such benefits were frozen. Certain employees, including Ms. Nelson, who met the minimum age and years of service to be grandfathered, were excluded from the “grandfathering provision” as a result of discrimination testing that required exclusion of certain highly compensated employees (“HCE”). A non-qualified plan was established to provide the equivalent benefits for certain HCE's, including Ms. Nelson.

Employment Agreements

Senior executives, including all of the named executive officers, are generally hired under employment agreements which establish base compensation and eligibility for annual performance-based awards, long-term equity awards, severance and other benefits. The agreements are used to document the employment terms, promote retention and provide for various covenants that protect the Company. The agreements are prepared based on a standard template that does not include special provisions for change of control. The Compensation Committee reviews and approves executive employment agreements before they are executed.

Upon his promotion to CFO on April 19, 2008, Dale Heins entered into an employment agreement that follows the standard template, as further described in the discussion following the executive compensation tables.

In connection with the Release and Settlement Agreement for Gary Douglass in December 2008, all provisions related to the SERP plan were eliminated.

In connection with entering into the Settlement and Release Agreement with Jane Nelson on December 31, 2008, her previous employment agreement terminated and she entered into a new employment agreement that uses the standard template discussed above.

Further descriptions of employment agreements are provided in the discussion following the executive compensation tables.

Termination Agreements

Upon termination of the employment of a key executive, the Company and executive generally enter into a separation or resignation agreement to clarify the terms of the separation. Gary Douglass, Executive Vice President and Chief Financial Officer, resigned in April 2008 without a separation agreement.

Tax and Accounting Implications

Named executives officers do not have any tax gross-up benefits in their employment agreements.

Equity awards are primarily in the form of restricted stock or stock options, for which the expensing of equity awards under FAS 123R has had little impact. New rules applicable to cash incentive compensation have also had little impact on the Company’s compensation decisions related to these awards.

Although the $1 million limitation on deductibility imposed by Section 162(m) has had limited application to compensation paid to the Company’s executives, the Compensation Committee intends to preserve full deductibility of executive compensation. Since each executive had compensation lower than the $1 million limitation in the last year, Section 162(m) was not applicable.

The Company’s policy is to meet all the requirements of Internal Revenue Code Section 409A.

The Omnibus Incentive Plan, approved by stockholders in 2008, was drafted to meet the requirements of Section 162(m) and 409A of the Internal Revenue Code.

Stock Ownership Guidelines

The Company does not have stock ownership guidelines pertaining to executive ownership of company stock or stock retention guidelines applicable to equity awards to executives. These are not considered necessary since awards upon hire and through the Omnibus Incentive Plan provide adequate ownership of Company stock to allow a vested interest in the success of the Company.

Compensation Committee Report

We, the Compensation Committee of the Board of Directors of CPI Corp., have reviewed and discussed the Compensation Discussion and Analysis set forth above with the management of the Company, and, based on such review and discussion, have recommended to the Board of Directors inclusion of the Compensation Discussion and Analysis in this Proxy Statement and, through incorporation by reference to this Proxy Statement, the Company’s Annual Report on Form 10-K for the year ended February 7, 2009.

THE CPI CORP. COMPENSATION COMMITTEE

Turner White, Chairman James Abel Peter Feld Michael Glazer Michael Koeneke

Summary Compensation Table

The following table sets forth the information required by SEC Regulation S-K Item 402 as to the compensation expense for fiscal years 2008, 2007 and 2006 for services rendered in all capacities, by the named executive officers.

Name and Principal Position	Year	Salary ($)	Bonus ($)		Stock Awards ($) (1)		Option Awards ($) (2)		Non-Equity Incentive Plan Compensation ($) (3)	Pension Value and Nonqualified Deferred Compensation Earnings ($) (4)	All Other Compensation ($) (5)			Total ($)



Renato Cataldo
President and Chief Executive Officer (6)	2008	$484,135	$ -		$ 27,113	(7)	$ 23,666		$ 21,250	$ -		$ 2,879			$559,043
	2007	$385,000	$ -		$ 182,997	(8)	$ -		$ 35,000	$ -		$ 4,999			$607,996
	2006	$275,000	$ -		$ 180,657	(9)	$ -		$ 150,000	$ -		$ 6,833			$612,490
Dale Heins
Senior Vice President, Finance,	2008	$228,806	$ -		$ 13,556	(7)	$ 11,833		$ 17,500	$ -		$ 3,149			$274,844
Chief Financial Officer and Treasurer (10)	2007	$163,654	$ -		$ 90,247	(8)	$ -		$ 17,500	$ -		$ 4,265			$275,666
	2006	$150,000	$ -		$ 18,935	(9)	$ -		$ 40,000	$ -		$ 3,586			$212,521
Gary Douglass
Executive Vice President, Finance,	2008	$79,212	$ -		$ 23,242		$ -		$ -	$ -		$ 400,318	(11)		$502,772
Chief Financial Officer and Treasurer (10)	2007	$275,000	$ -		$ 200,496	(8)	$ -		$ 30,000	$ 15,717		$ 5,513			$526,729
	2006	$275,000	$ -		$ -	(9)	$ -		$ 100,000	$ 11,289		$ 3,151			$389,440
Thomas Gallahue
Executive Vice President, Operations	2008	$305,770	$ -		$ 23,242	(7)	$ 9,149		$ 17,500	$ -		$ 4,837			$360,498
	2007	$220,721	$ -		$ 29,933	(8)	$ -		$ 30,000	$ 638		$ 3,754			$285,046
	2006	$151,779	$100.000	(12)	$ 39,478	(13)	$ 71,280	(13)	$ 30,000	$ 477		$ 3,529			$196,543
Keith Laakko
Chief Marketing Officer	2008	$203,846	$ -		$ 25,490	(7)	$ 9,466		$ 15,000	$ -		$ 2,853			$256,655
	2007	$175,000	$ -		$ 34,951		$ -		$ 20,000	$ -		$ 4,729			$234,680
	2006	$175,000	$ -		$ 60,015		$ -		$ 25,000	$ -		$ 2,366			$262,381
Jane Nelson
General Counsel and Secretary of the Company	2008	$211,615	$ -		$ 15,484	(7)	$ 9,466		$ 15,000	$ -		$ 379,162	(11)		$630,727
	2007	$210,000	$ -		$ 50,113	(8)	$ -		$ 20,000	$ 63,821		$ 5,015			$348,949
	2006	$195,000	$ -		$ -	(9)	$ -		$ 25,000	$ 22,183		$ 6,011			$248,194

(1)

Stock awards issued under the CPI Performance Plan. See Note 13 in the Company’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended February 7, 2009, for discussion of valuation methods related to stock awards. Dividends are earned on restricted stock not yet vested. Such dividends are included in All Other Compensation as they are earned. 2007 Stock Awards column also includes $100,718 awarded to Mr. Douglass, $50,336 awarded to Mr. Heins and $25,168 awarded to Ms. Nelson as a special bonus for their roles in the completion of the acquisition of assets from Portrait Corporation of America, Inc.

(2)

Under the CPI Corp. Omnibus Incentive Plan, the Company issued options to the NEOs in the third quarter of fiscal year 2008 as follows: Mr. Cataldo, 50,000; Mr. Gallahue, 17,500; Mr. Heins, 25,000; Mr. Laakko, 20,000; and Ms. Nelson, 20,000. These options vest in three equal increments on their anniversary dates, with the exception of Mr. Gallahue’s options, which vest 7,500 on the first anniversary date and 5,000 both on the second and third anniversary dates. The first increment vests on the first anniversary date and is exercisable when the common stock trades in excess of $25.00 for a minimum of 20 consecutive trading days, the second increment vests on the second anniversary date and is exercisable when the common stock trades in excess of $45.00 for a minimum of 20 consecutive trading days and the third increment vests on the third anniversary and is exercisable when the common stock trades in excess of $65.00 for a minimum of 20 consecutive trading days. If the target common stock price is met for a minimum of 20 consecutive trading days prior to the vesting schedule, the exercise dates would be the vesting schedule dates. See the “Outstanding Equity Awards at 2008 Fiscal Year End” table for exercise prices and expiration dates. Additional disclosure of these options, including valuation method, is included in Note 13 in the Company’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended February 7, 2009.

(3)

Value of cash portion of performance bonus awarded under the CPI Corp. Omnibus Incentive Plan for the fiscal year listed in the table. Amounts are granted and paid in the fiscal year subsequent to the fiscal year for which the performance relates. The balance of the bonus was awarded in restricted stock and is reflected in the Stock Awards column.

(4)

Amounts relate to actuarial changes in pension values related to the pension plan and supplemental retirement plan. The table does not include negative values of $11,551, $520 and $795, in fiscal year 2008, 2007 and 2006, respectively, for Mr. Heins and $2,814, $2,692 and $74,495 in 2008 for Mr. Douglass, Mr. Gallahue and Ms. Nelson, respectively.

(5) Detail of All Other Compensation follows.

Name	Year	Dividends Paid on Stock not yet vested ($)	Company 401 (k) Contribution ($)	Life Insurance Premiums ($)	Other ($)		Total ($)
Renato Cataldo	2008	$ 824	$ 1,363	$ 692	$ -		$ 2,879
	2007	$ 1,331	$ 2,494	$ 674	$ -		$ 4,499
	2006	$ 3,682	$ 2,087	$ 1,064	$ -		$ 6,833

Dale Heins	2008	$ 412	$ 1,363	$ 414	$ 960		$ 3,149
	2007	$ 531	$ 2,494	$ 280	$ 960		$ 4,265
	2006	$ 519	$ 2,087	$ 580	$ 400		$ 3,586

Gary Douglass	2008	$ -	$ -	$ 318	$ 400,000	(11)	$ 400,318
	2007	$ 1,239	$ 2,494	$ 1,380	$ 400		$ 5,513
	2006	$ -	$ 2,087	$ 1,064	$ -		$ 3,151

Thomas Gallahue	2008	$ 706	$ 1,363	$ 1,268	$ 1,500		$ 4,837
	2007	$ 266	$ 2,494	$ 994	$ -		$ 3,754
	2006	$ 649	$ 2,087	$ 793	$ -		$ 3,529

Keith Laakko	2008	$ 1,147	$ 1,363	$ 343	$ -		$ 2,853
	2007	$ 1,911	$ 2,494	$ 324	$ -		$ 4,729
	2006	$ 1,689	$ -	$ 677	$ -		$ 2,366

Jane Nelson	2008	$ 470	$ 1,363	$ 2,329	$ 375,000	(11)	$ 379,162
	2007	$ 310	$ 2,494	$ 2,211	$ -		$ 5,015
	2006	$ -	$ 2,087	$ 3,924	$ -		$ 6,011

(6)

Dr. Cataldo was appointed President and Chief Executive Officer on October 10, 2006.

(7)

The number of restricted shares awarded to named executive officers for fiscal year 2008 performance was determined by dividing 50% of the value of their total bonuses by the closing price of the Company’s common stock at the end of fiscal year 2008 ($7.14). The same formula was used for all other recipients of restricted shares pursuant to the Omnibus Incentive Plan. The Compensation Committee selected the closing price of the Company’s common stock on the last trading day of the fiscal year because the awards were for fiscal year 2008 performance. The awards were not made until completion of the year-end audit of the Company’s financial statements and allocation of the incentive pool determined upon completion of the audit, which occurred on April 27, 2009. The amounts in the table reflect the amount expensed under FAS 123R in fiscal year 2008.

(8)

The number of restricted shares awarded to the named executive officers for fiscal year 2007 performance was determined by dividing 50% of the value of their total bonuses by the closing price of the Company’s common stock at the end of fiscal year 2007 ($20.40). The same formula was used for all other recipients of restricted shares pursuant to the Performance Plan. The Compensation Committee selected the closing price of the Company’s common stock on the last trading day of the fiscal year because the awards were for fiscal year 2007 performance. The awards were not made on March 5, 2008.

(9)

The number of restricted shares awarded to named executive officers for fiscal year 2006 performance was determined by dividing 50% of the value of their total bonuses by the closing price of the Company’s common stock at the end of fiscal year 2006 ($54.12). The same formula was used for all other recipients of restricted shares pursuant to the Performance Plan. The Compensation Committee selected the closing price of the Company’s common stock on the last trading day of the fiscal year because the awards were for fiscal year 2006 performance. The awards were not made until completion of the year-end audit of the Company’s financial statements and allocation of the incentive pool determined upon completion of the audit which occurred on April 10, 2007. The amounts in the table reflect the amount expensed under FAS 123R in fiscal year 2006.

(10)

Mr. Douglass resigned as Chief Financial Officer on April 18, 2008, and was replaced as Chief Financial Officer by Mr. Heins, effective April 19, 2008.

(11)

Previous employment agreements for Mr. Douglass and Ms. Nelson provided for supplemental retirement benefits that vested at the rate of 10% for each year of service. Mr. Douglass and Ms. Nelson were fully vested in this plan, but negotiated cash

payments of $400,000 and $375,000, respectively, to settle the Company’s liability with them under this plan in December 2008.

(12)

Mr. Gallahue entered into a retention agreement on January 12, 2006, which was amended on August 29, 2006 and October 26, 2006. Pursuant to his retention agreement, Mr. Gallahue received $100,000.

(13)

On June 7, 2006, the Board of Directors approved the vesting of Mr. Gallahue’s restricted stock despite his planned retirement, which would have resulted in forfeiture of unvested shares. As a result of this change, his restricted stock was revalued and expense of $15,818 was recognized in fiscal year 2006. Additionally, Mr. Gallahue had 15,046 vested options outstanding at the end of fiscal year 2005. In connection with his retention agreement, the term available to him to exercise his options was extended and accordingly the options outstanding were revalued and the Company recognized expense of $71,280. Mr. Gallahue subsequently agreed to resume full-time service for the Company effective February 4, 2007. Accordingly, his options are subject to the Stock Option Plan, which allows exercise up to the original expiration date in 2010 or three months after termination of employment, whichever occurs earlier. Additionally, Mr. Gallahue was awarded 1,352 shares with a value of $23,660 as a 2005 performance bonus which was expensed in fiscal year 2006.

Grants of Plan-Based Awards in Fiscal Year 2008

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards				Grant Date Fair Value of Stock and Option Awards ($)(3)
Name	Plan Name		Grant Date (1)	Threshold ($)	Target ($)(2)	Max ($)	Threshold (#)	Target (#)(1)		Max (#)	Grant Date Fair Value of Stock and Option Awards ($)(3)
Renato Cataldo	Restricted Stock Plan	(4)	3/5/08	$ -	$ 35,000	$ -	-	1,716		-	$ 27,113
	Omnibus Incentive Plan		8/14/08	$ -	$ -	$ -	-	50,000		-	$ 179,501

Dale Heins	Restricted Stock Plan	(4)	3/5/08	$ -	$ 17,500	$ -	-	858		-	$ 13,556
	Omnibus Incentive Plan		8/14/08	$ -	$ -	$ -	-	25,000		-	$ 89,751

Gary Douglass	Restricted Stock Plan	(4)	3/5/08	$ -	$ 30,000	$ -	-	1,471	(5)	-	$ 23,242

Thomas Gallahue	Restricted Stock Plan	(4)	3/5/08	$ -	$ 30,000	$ -	-	1,471		-	$ 23,242
	Omnibus Incentive Plan		8/14/08	$ -	$ -	$ -	-	17,500		-	$ 64,505

Keith Laakko	Restricted Stock Plan	(4)	3/5/08	$ -	$ 20,000	$ -	-	980		-	$ 15,484
	Omnibus Incentive Plan		8/14/08	$ -	$ -	$ -	-	20,000		-	$ 71,801

Jane Nelson	Restricted Stock Plan	(4)	3/5/08	$ -	$ 20,000	$ -	-	980		-	$ 15,484
	Omnibus Incentive Plan		8/14/08	$ -	$ -	$ -	-	20,000		-	$ 71,801

(1)

Restricted stock plan grants were granted on March 5, 2008, and relate to 2007 service. Omnibus Incentive Plan grants were granted on August 14, 2008, and relate to stock options awarded pursuant to the Omnibus Incentive Plan. See footnote 2 to the “Summary Compensation Table” for a description of the vesting of stock options awarded pursuant to the Omnibus Incentive Plan.

(2)	Amounts are cash bonuses for 2007 performance awards under the CPI Corp. Performance Plan which were granted and paid in fiscal year 2008.

(3)

Under the Restricted Stock Plan, the portion of a participant’s incentive compensation award is calculated by dividing (1) that portion of the participant’s incentive compensation award payable in restricted shares for the fiscal year by (2) the fair market value of one share of common stock measured as of the last day of the fiscal year. The restricted shares are subject to restrictions on transferability, as well as vesting and forfeiture restrictions. Termination due to normal retirement (65 or older) results in automatic waiver of the uncompleted portion of restriction . The shares vest automatically upon a change of control. The stock options granted under the Omnibus Incentive Plan are described in footnote 2 under the Summary Compensation table set forth above.

(4)

Includes grants made in fiscal year 2008 only. Incentive plan grants in fiscal 2008 year relate to fiscal year 2007 service. All cash awards and restricted stock granted in fiscal year 2008 was paid or vested prior to fiscal year 2008 year-end. Amounts related to 2008 service were granted subsequent to the fiscal year-end and are not included in this table because such amounts are not allocated until after the fiscal year-end. Amounts related to fiscal year 2008 service that are expensed in fiscal year 2009 are included in the Summary Compensation Table above in the year earned, which includes cash awards, as indicated in the “Non-Equity Incentive Plan Compensation” column for fiscal year 2008 and restricted shares, as indicated in the “Stock Awards” column for fiscal year 2008.

(5)	Mr. Douglass forfeited his 1,471 restricted share awards as of April 18, 2008, when he resigned as Executive Vice President, Finance, Chief Financial Officer and Treasurer of the Company.

Outstanding Equity Awards at 2008 Fiscal Year-End

	Option Awards (outstanding at year end)
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#)(1)	Option Exercise Price ($)	Option Expiration Date
Renato Cataldo	-		50,000	$13.58	08/14/18
Dale Heins	-		25,000	$13.58	08/14/18
Gary Douglass	-		-	$ -	-
Thomas Gallahue	-		17,500	$13.58	08/14/18
	10,046	(2)	-	$12.96	10/21/10
	5,000	(2)	-	$17.00	04/15/10
Keith Laakko	-		20,000	$13.58	08/14/08
Jane Nelson	-		20,000	$13.58	08/14/18

(1)

With the exception of Mr. Gallahue, the stock options vest equally in three increments on the first three anniversary dates after the August 14, 2008 grant date. Mr. Gallahue’s options vest at 7,500 on the first anniversary date and 5,000 on each of the second and third anniversary dates. See footnote 2 to the “Summary Compensation Table” for further description of the vesting of stock options awarded pursuant to the Omnibus Incentive Plan.

(2)

Mr. Gallahue’s options were scheduled to expire on February 15, 2007, pursuant to his Retention Agreement. In fiscal year 2007 Mr. Gallahue agreed to continue his employment with the Company beyond his planned retirement. Accordingly, his options remain exercisable and will expire in accordance with the terms of the Stock Option Plan.

Stock Vested in Fiscal Year 2008

	Stock Awards
Name	Number of Shares Acquired Upon Vesting (#) (1)	Value Realized on Vesting ($)
Renato Cataldo	1,716	$ 12,252
Dale Heins	858	$ 6,126
Gary Douglass	-	$ -
Thomas Gallahue	1,471	$ 10,503
Keith Laakko	1,508	$ 10,767
Jane Nelson	980	$ 6,997

(1)	Shares represent restricted stock awarded as part of fiscal year 2007 bonuses, and, for Mr. Laakko, one fifth of shares awarded upon his joining the Company.

Pension Benefits

Name	Plan Name	Number of Years of Credited Service (#)	Present Value of Accumulated Benefits ($)	Payments During Last Fiscal Year ($)
Renato Cataldo (1)	Retirement Plan	-	$ -	-
Dale Heins (2)	Retirement Plan	17	$ 39,079	-
Gary Douglass (2)	Retirement Plan	2	$ 23,013	-
Thomas Gallahue (2)	Retirement Plan	2	$ 24,799	-
Keith Laakko (1)	Retirement Plan	-	$ -	-
Jane Nelson (3)	Retirement Plan	16	$ 126,474	-

(1)	Years of actual service differ from the years of credited service because the plan was frozen in 2004 and Dr. Cataldo and Mr. Laakko were not yet employed. See description of the retirement plan below.

(2)	Years of actual service differ from the years of credited service because the plan was frozen in 2004.

(3)	Employee is eligible for early retirement. See descriptions of the retirement plan and supplemental retirement plan below.

Retirement Plan

Effective April 1, 2004, the Company amended the Retirement Plan to implement a freeze of future benefit accruals, except for employees with at least ten years of service who attained age 50 as of April 1, 2004, who were “grandfathered” and whose benefits continued to accrue until February 20, 2009 when those benefits were frozen. Years of service after the date of the benefit freeze are recognized for determination of whether an employee attains five years of service for vesting purposes. Dr. Cataldo and Mr. Laakko joined the Company after the Retirement Plan benefits were frozen and, therefore, will receive no benefits under the Retirement Plan. Subject to satisfaction of vesting requirements, the remaining NEOs are entitled to receive the benefits under the Retirement Plan as described in the Pension Benefits Table. Although Ms. Nelson met the service and vesting schedules to be grandfathered, she was excluded from the grandfathering provisions as a result of discrimination testing of highly compensated employees. Together with four other highly compensated employees who were excluded from the grandfathering provisions,

commencing at age 65 she will receive the benefits of continued accruals under a non-qualified plan. The accrual of benefits under this non-qualified plan ceased on February 20, 2009 concurrent with the freezing of “grandfathered” benefit accruals under the Retirement Plan.

The Retirement Plan entitles a participant to a monthly retirement benefit upon retirement at or after age 65 equal to 1% of average monthly gross earnings (including base salary and bonus) from and after January 1, 1998, multiplied by the number of years of the participant's service. Until 2002, the maximum annual compensation recognized in computing benefits was $100,000. Commencing with 2002, the maximum annual compensation recognized in computing benefits increased to $200,000, subject to adjustment by the Internal Revenue Service for cost-of-living increases in future years.

In lieu of a monthly retirement benefit, a participant may elect to convert to a contingent annuitant option (which provides retirement benefits payable to the participant during his or her lifetime and to his or her beneficiary after the participant's death), or to an option for life annuity with a guaranteed number of monthly payments, payable first to the participant, with any remaining amounts payable to his or her beneficiary. Benefits are fully vested after five years of service. The Company periodically makes actuarially determined contributions to the Retirement Plan. No deductions are made for social security benefits.

The Retirement Plan provides for a reduced benefit for early retirement for employees age 55 or over with at least 15 years of service. The monthly early retirement benefit is equal to the accrued (earned) benefit at the time of retirement, reduced by 1/180 for each of the first 60 months and 1/360 for each of the next 60 months that the early retirement date precedes the normal retirement date. The named executive officer eligible for early retirement is Ms. Nelson.

Supplemental Retirement Plan

Prior to December 2008, Mr. Douglass and Ms. Nelson were entitled to benefits under the Supplemental Retirement Plan pursuant to their then-existing employment agreements. In 2008, Mr. Douglas and Ms. Nelson negotiated cash payments to settle the Company’s obligations to them under the SERP. Additional disclosure of the Retirement Plan and the Supplemental Retirement Plan are included in Note 14 in the Company’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended February 7, 2009. Payments under the supplemental retirement plan would have commenced on the later of (i) age 65 or (ii) the date of retirement.

Potential Payments Upon Termination

See discussion of employment contracts and termination of employment that follow the Summary Compensation Table.

All calculations in this table are at the present value as of February 7, 2009, and are calculated at amounts as if the terminating event occurred on that date.

(1)	Mr. Douglass resigned as Chief Financial Officer as of April 18, 2008, and therefore, has no future payments.

(2)

Retirement is the voluntary or involuntary termination of employment except for death or permanent disability before attaining age 65. Employees who reach age 55 and have 15 years of service may elect early retirement benefits. Retirement benefits are payable monthly for life. Options to cover spouses are available for a reduced benefit. If an employee dies prior to retirement age, his or her spouse is entitled to 50% of his benefits at the employee’s retirement age. If an employee terminates prior to retirement age, he or she can apply for vested pension benefits once they reach retirement age.

(3)

Termination for cause is triggered by an act in bad faith and to the detriment of the Company, refusal or failure to act in substantial accordance with any written material direction or order of the Company, repeated unfitness or unavailability for service, disregard of the Company’s rules or policies after reasonable notice and opportunity to cure, conviction of a crime involving dishonesty, breach of trust or physical or emotional harm to any person, breach of the employment agreement or other contractual obligation to the Company. These benefits are paid in a lump sum at the time of termination.

(4)	Disability benefits for all NEO’s are under the same plan as all salaried employees.

Employment Contracts and Termination of Employment

The Company has employed the NEOs under employment contracts that establish base compensation, bonus and other benefits available to employees. The terms of all NEO employment agreements are indefinite. The employment contracts provide that termination of employment of any of the NEOs, other than for Cause, requires the Company to make a lump sum payment equal to 100% of their base salaries at time of severance.

Upon promotion to Chief Financial Officer in April 2008, Dale Heins entered into an employment agreement.

Previously, Mr. Douglass and Ms. Nelson had employment agreements that provided for supplemental retirement and death benefits as described above in the Compensation Discussion and Analysis. In December 2008, Mr. Douglass and Ms. Nelson entered into agreements providing for cash settlements as satisfaction of the Company’s obligations related to the supplemental retirement and death benefits. Concurrently, Ms. Nelson entered into a new employment agreement that is in the form described in the first paragraph above.

The NEOs are entitled to participate in other active benefits and plans available to other employees, including participation in the Company’s 401(k) plan, health care and disability coverage, life insurance and paid vacation. The NEOs are subject to customary confidentiality, non-compete and insider obligations, which include an agreement not to be employed by or act as a consultant for any direct competitor of the Company.

Obligations applicable to the receipt of termination benefits

All NEO’s are subject to non-competition covenants for one year after termination of employment. In their employment agreements, all NEO’s acknowledge that any ideas, concepts, graphics, creative or other products of their work will be owned by the Company.

Director Compensation in Fiscal Year 2008

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (1)	Option Awards ($)	All Other Compensation ($) (2)	Total ($)
David Meyer (3)	$ 24,000	$ 560,810	$ 16,439	$ 11,288	$ 612,537
James Abel	$ 55,500	$ 40,669	$ -	$ 1,236	$ 97,405
Peter Feld (4)	$ 24,000	$ 20,628	$ -	$ 214	$ 44,842
Michael Glazer (5)	$ 9,000	$ -	$ -	$ -	$ 9,000
Michael Koeneke	$ 54,000	$ 29,040	$ -	$ 882	$ 83,922
Turner White	$ 55,500	$ 34,855	$ -	$ 1,059	$ 91,414
Mark Mitchell (4)	$ 38,228	$ -	$ -	$ 588	$ 38,816

(1)

The Board of Directors maintains a CPI Corp. Non-Employee Directors Restricted Stock Policy (the "Policy") pursuant to the Omnibus Incentive Plan. Prior to the adoption of the Omnibus Incentive Plan, the Policy was pursuant to the CPI Corp. Restricted Stock Plan, as amended and restated as of April 14, 2005. The purpose of the Policy is to advance the interests of the Company and its stockholders by enabling the directors who are not employees of the Company to elect each year to receive shares of restricted common stock of the Company ("Restricted Shares") in lieu of up to 100%, but not less than 50%, of the annual retainer they receive as directors of the Company. Directors who chair committees of the Board may also elect to receive restricted shares in lieu of an annual retainer in cash for their service as committee chairmen.

Upon making a valid and timely election under the Policy, the non-employee director is awarded that number of restricted shares determined by dividing (1) one hundred twenty-five percent (125%) of that portion of the non-employee director's annual retainer for Board service and/or service as a committee chair for the fiscal year for which the election is being made by (2) the fair market value of one share of common stock as of the first day of the fiscal year. The restricted shares are not transferable and are subject to other restrictions until the last day of the applicable fiscal year.

Pursuant to the Policy, each of the directors elected to receive restricted shares in lieu of 100% of their $30,000 annual cash retainer for service on the Board in fiscal year 2008. Mr. Feld and Mr. Glazer elected to receive restricted shares in lieu of cash compensation for the prorated portion of the fiscal year they served as directors. Mr. Abel also elected to receive restricted shares in lieu of his annual cash retainers for serving as chairman of the Audit Committee ($6,000) and as chairman of the Nominating and Governance Committee ($6,000). Mr. White elected to receive Restricted Shares in lieu of his annual cash retainer for serving as Chairman of the Compensation Committee ($6,000). In lieu of cash compensation for their retainers, Messrs. Koeneke and Meyer both received 1,838 restricted shares and Messrs. Abel, White, Glazer and Feld received 2,574, 2,206, 2,403 and 1,336 restricted shares, respectively.

(2) Other compensation represents dividends earned on restricted stock awards prior to vesting.

(3)

Effective September 22, 2008, Mr. Meyer entered into a Chairman’s Agreement with the Company. This agreement provides compensation to Mr. Meyer for his services related to his role as Chairman of the Board of Directors.

Under the Chairman’s Agreement, Mr. Meyer receives an annual retainer of $200,000, payable in shares of common stock of the Company. In fiscal year 2008, $150,000 of common shares was paid upon execution of the agreement with $100,000 of those shares being vested on that date. The remaining $50,000 of shares vested on November 7, 2008. The final installment of $50,000 for fiscal year 2008 was awarded on the first trading day of the fourth quarter of fiscal year 2008, and vested on February 7, 2009. Future retainer payments will be paid in four equal installments of $50,000 of restricted shares on first trading day of each quarter and such shares will vest on the last day of the quarter in which the relevant award is made.

In addition, Mr. Meyer receives an annual performance bonus for each fiscal year during the term of the agreement in an amount up to 0.67% of the Company’s Adjusted EBITDA as reported in the applicable earnings release of the Company for such fiscal year (the “full award”). The award is segregated into five increments equal to 20% of the full award and each increment is associated with a specific goal. Upon achievement of a specific goal, Mr. Meyer will receive that increment. Payment of this bonus is to be made within 90 days of the fiscal year end in the form of shares of the Company’s common stock which will be fully vested when awarded.

Mr. Meyer was also awarded a one time grant of 60,000 share options under the Chairman’s Agreement. Of these options, 30,000 vested on February 7, 2009, and are exercisable when three market conditions are met. The first 10,000 increment is exercisable when the common stock trades in excess of $25.00 for a minimum of 20 consecutive trading days, the second 10,000 increment is exercisable when the common stock trades in excess of $45.00 for a minimum of 20 consecutive trading days and the third 10,000 increment is exercisable when the common stock trades in excess of $65.00 for a minimum of 20 consecutive trading days. The remaining 30,000 shares vest on February 6, 2010, and are exercisable in two equal increments when the $45.00 and $65.00 market conditions noted above are met. If the target common stock price is met for a minimum of 20 consecutive trading days prior to the vesting schedule noted above, the exercise dates would be the vesting schedule dates. These stock options expire on September 22, 2013. Additional disclosure of the these options is included in Note 13 in the Company’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended February 7, 2009.

The Compensation Committee will periodically review, adjust and mutually agree on the specific goals and guidelines for Mr. Meyer’s position as Chairman.

Additionally, on May 29, 2008, Mr. Meyer was awarded an additional 14,706 shares for his service during fiscal year 2007. As there was no fiscal year 2007 expense for these shares since they vested at the end of fiscal year 2008, they are not included in the table above. On September 22, 2008, and November 12, 2008, Mr. Meyer was awarded 12,285 and 8,636 shares, respectively, for his service during fiscal year 2008. The value of these shares included in the table above is $200,000.

(4)

Mr. Mitchell did not stand for reelection at the Annual Meeting of Stockholders in July 2008, and was replaced by Mr. Feld at that time.

(5)

Mr. Glazer was elected to the Board of Directors in November 2008. On February 25, 2009, Mr. Glazer was granted 2,403 shares of restricted stock related to fiscal year 2008 service, pursuant to the election he made upon joining the Board. This expense was recognized in fiscal year 2009 and therefore is not included in the table above.

Each of the Company's directors received a $30,000 retainer for service on the Board in fiscal year 2008. In addition, for fiscal year 2008, Mr. Abel received a payment of $6,000 for his service as chairman of the Audit Committee and $6,000 for his service as chairman of the Nominating and Governance Committee, and Mr. White received an additional payment of $6,000 for service as Chairman of the Compensation Committee. As described in footnote 1 to the "Director Compensation in Fiscal Year 2008" table above, each of the directors elected to receive restricted shares in lieu of 100% of their director retainers for fiscal year 2008 pursuant to the Company's Non-Employee Directors Restricted Stock Policy. The Company also reimburses directors for expenses incurred in connection with attending Board and committee meetings and pays each director $1,500 for each Board and Committee meeting attended. As of the end of fiscal year 2008, no directors held shares of unvested restricted stock and the only director holding stock options was David Meyer, whose 60,000 options are described in footnote 3 to the "Director Compensation in Fiscal Year 2008" table above.

Audit Committee Report

To Our Stockholders:

In performing our duties, the Audit Committee has:

reviewed and discussed with the Company’s management and KPMG LLP (“KPMG”), the Company’s independent registered accounting firm, the audited financial statements of the Company contained in the Company’s Annual Report to Stockholders for the fiscal year ended February 7, 2009, as well as quarterly financial statements, all prior to their issuance;

discussed with KPMG, all matters required to be discussed by Statement on Auditing Standards No. 114, “The Auditor’s Communication with Those Charged with Governance,” which supersedes Statement on Auditing Standards No. 61, “Communication with Audit Committees,” as amended;

received from KPMG written disclosures and the letter required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committee, as modified or supplemented;

discussed with KPMG its independence from the Company;

conducted its meetings allowing for executive sessions with KPMG and with the Company’s internal auditors, in each case without the presence of the Company’s management; and

received periodic updates from the Company’s internal auditors regarding their test work with respect to internal controls over financial reporting and reviewed with management and the independent auditor, management’s assessment of the effectiveness of the Company’s internal controls over financial reporting.

Among other things, the Audit Committee also oversees management’s implementation and maintenance of effective systems of internal and disclosure controls, including review of the Company’s policies relating to legal and regulatory compliance, ethics, conflicts of interest and the Company’s internal audit process.

Based on the review and discussions described in 1 through 6 above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for fiscal year 2008 for filing with the Securities and Exchange Commission.

Further, the Audit Committee has appointed KPMG to audit the books of the Company for the fiscal year ending February 6, 2010, and we recommend that you ratify that appointment.

THE CPI CORP. AUDIT COMMITTEE

James Abel, Chairman Michael Koeneke Turner White

Fees Paid to Independent Registered Public Accounting Firm

Set forth below is a summary of fees for professional services by our independent registered public accounting firm, KPMG LLP (“KPMG”), for fiscal years 2008 and 2007.

	Fiscal 2008	Fiscal 2007

Audit Fees	$ 475,000	$ 454,293
Audit-Related Fees	-	38,700
Tax Fees	-	-
All Other Fees	-	-

Total	$ 475,000	$ 492,993

Audit Fees

In fiscal years 2008 and 2007, the Company was billed approximately $475,000 and $454,293, respectively, for KPMG's audit of the Company’s annual financial statements and review of financial statements included in the Company’s interim reports on Form 10-Q. The Company expects to receive additional bills in connection with the 2008 annual audit in connection with financial reporting.

Audit-Related Fees

In fiscal year 2007, the Company was billed $38,700 for audit-related services provided by KPMG. Such services include work related to the purchase of the assets of Portrait Corporation of America and assistance with a response to a comment letter from the Securities and Exchange Commission. No audit-related services were provided by KPMG in fiscal year 2008.

Tax Fees

No tax services were provided by KPMG during fiscal year 2008 or 2007.

All Other Fees

The Company did not receive any services from KPMG other than those described above in either of the last two fiscal years.

Procedure for Approval of Non-Audit Services

The Audit Committee has authorized the Chairman of the Audit Committee to pre-approve KPMG’s performance of non-audit services, provided that the Chairman reports any such pre-approval to the full Audit Committee at the next scheduled meeting. Upon receipt of any request for pre-approval of non-audit services from management, the Chairman may accept or reject the request or submit the request to the entire Audit Committee for consideration. The Audit Committee approved all of the fees paid to KPMG for fiscal year 2007.

Ratification of Appointment of Independent Registered Public Accounting Firm

(Proxy Item No. 2)

The Audit Committee has selected KPMG, an independent registered public accounting firm, to audit the books of the Company and its subsidiaries for its current fiscal year ending February 6, 2010 (“fiscal year 2009”). Although the appointment of independent registered public accounting firms is not required to be approved by the stockholders, the Board believes that stockholders should participate in the appointment through ratification. If a majority of the stockholders voting do not ratify the appointment, the Audit Committee will reconsider the appointment. A representative of KPMG LLP will be present at the Annual Meeting and will be given the opportunity to make a statement and to answer questions any stockholder may have.

The Board of Directors recommends a vote “FOR” the ratification of the appointment of

KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2009.

The affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting is required for ratification of this appointment. Proxies for shares marked “Abstain” will be considered to be represented, but not voted. Shares registered in the name of brokers or other “street name” nominees will also be considered represented at the meeting for purposes of a quorum but will be considered voted only if actually voted on Item No. 2.

Other Information

A list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder at the meeting for any purpose germane to the meeting. For ten days prior to the Annual Meeting, this stockholder list will also be available for inspection by stockholders at the Company’s offices at 1706 Washington Avenue, St. Louis, Missouri 63103-1717, during regular business hours.

Some banks, brokers, and other nominee record holders may be participating in the practice of “house holding” proxy statements and annual reports. This means that only one copy of this Notice of Annual Stockholders Meeting and Proxy Statement and the 2008 Annual Report may have been sent to multiple stockholders in your household. If you would prefer to receive separate copies of a proxy statement or annual report either now or in the future, please contact your bank, broker or other nominee. Upon written or oral request to the Corporate Secretary, we will provide a separate copy of the 2008 Annual Report or Notice of Annual Stockholders’ Meeting and Proxy Statement.

The Company’s 2008 Annual Report to stockholders, including financial statements, was mailed simultaneously with this Proxy Statement on or about _____, 2009, to stockholders of record as of May 9, 2009.

A COPY OF THE COMPANY’S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K MAY BE OBTAINED WITHOUT CHARGE FROM THE CORPORATE SECRETARY, JANE NELSON, UPON WRITTEN REQUEST TO HER AT 1706 WASHINGTON AVENUE, ST. LOUIS, MISSOURI 63103-1717.

By Order of the Board of Directors,

Jane E. Nelson

Secretary and General Counsel

Dated: _____, 2009

Preliminary Materials

	VOTE BY INTERNET - www.proxyvote.com
CPI CORP.	Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
1706 WASHINGTON AVE ST. LOUIS, MO 63103
	ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS
	If you would like to reduce the costs incurred by CPI Corp. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.


	VOTE BY PHONE - ____________________
	Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

	VOTE BY MAIL
	_____________________________________________________________________________________

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	CPICO1	KEEP THIS PORTION FOR YOUR RECORDS
		DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.


CPI CORP.
	A	Election of Directors	For	Withhold	For All	To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
			All	All	Except
	The Board of Directors recommends a vote FOR the		o	o	o
	listed nominees.

	Nominees:

	01) James J. Abel 04) David Meyer
	02) Michael Glazer 05) Turner White
	03) Michael Koeneke

Issue

The Board of Directors recommends a vote FOR the following proposal.

For

Against

Abstain

Ratification of appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm.

In their sole discretion, the Proxies are authorized to vote upon such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.

Please sign exactly as name appears hereon and insert the date on which you sign this card. Executors, administrators, trustees, etc. should so indicate when signing.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Proxy - CPI Corp.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CPI CORP.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - JULY 8, 2009

The undersigned, revoking all previous proxies, hereby appoints David Meyer and James Abel or either of them as Proxy or Proxies of the undersigned, each with the power to appoint his substitute, to vote, as designated on the reverse side, all of the shares of Common Stock of CPI Corp. (the “Company”) held of record by the undersigned on May 9, 2009, at the annual meeting of stockholders to be held at 9:00 a.m. (Central Daylight Time) on July 8, 2009, at CPI Corp., 1706 Washington Avenue, St. Louis, Missouri, 63103-1717, and at any adjournment or postponement thereof.

This Proxy will be voted as specified in the spaces provided therefor or, if no such specification is made, it will be voted for the election of directors and for Item 2.

YOUR VOTE IS IMPORTANT!

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE

(Continued and to be signed on reverse side.)

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