CPI Corp.
news for immediate release                          FOR RELEASE_________________

FOR FURTHER INFORMATION, CONTACT:
               NAME           Alyn V. Essman           FROM      CPI Corporation
               ADDRESS        1706 Washington Ave.     CITY      St. Louis
               STATE, ZIP     Missouri 63103           TELEPHONE (314) 231-1575

                                        FOR FURTHER INFORMATION
                                        AT THE FINANCIAL RELATIONS BOARD
                                        George Zagoudis, Chicago 312/266-7800
                                        After 6:00 p.m. 708/705-7240
                                        Kathy Phelan, New York, NY  212/661-8030




                    CPI CORP. RENEWS SHAREHOLDER RIGHTS PLAN


     ST. LOUIS,  MO - MARCH 13, 2000 - CPI Corp.  (NYSE:CPY)  ("CPI")  announced
that it had renewed its  Shareholder  Rights  Plan,  which is designed to ensure
that all  shareholders  receive  fair and  equal  treatment  in the  event of an
attempted  takeover.  The plan is not being  adopted in response to any specific
effort to acquire  control of the  Company,  and the Company is not aware of any
such effort. The plan is substantially  similar to CPI's former rights plan that
the Company permitted to expire in 1999 in light of its then pending merger.

     Under the Rights Plan, each  stockholder of CPI Corp.  Common Stock,  after
the close of business on March 23, 2000, will receive a dividend distribution of
one Right for each share of  Company  Common  Stock  held.  Each Right  entitles
stockholders to buy 1/100th of a share of Series A Participating Preferred Stock
of the Company at an exercise price of $96.00.  Each preferred share fraction is
designed to be equivalent  in voting and dividend  rights to one share of Common
Stock.

     The Rights will be exercisable and will trade separately from the shares of
Common  Stock  only if a person  or group,  with  certain  exceptions,  acquires
beneficial ownership of 20% or more of the shares of Common Stock or commences a
tender or exchange offer that would result in such person or group  beneficially
owning 20% or more of the shares of Common Stock. Prior to this time, the Rights
will not trade  separately  from the Common  Stock.  The  Company may redeem the
Rights at $ .001 per Right at any time prior to the  occurrence  of one of these
events. All Rights expire on March 13, 2010.

     Each Right will entitle its holder to purchase, at the Right's then-current
exercise  price,  Common Stock of CPI Corp.  having a value of twice the Right's
exercise price.  This amounts to the right to buy Common Stock of the Company at
half price.  Rights owned by the party  triggering  the exercise price of Rights
will not be exercisable.

     In addition, if, after any person has become a 20%-or-more stockholder, the
Company is involved in a merger or other business  combination  transaction with
another person in which its shares of Common Stock are changed or converted,  or
sells 50% or more of its assets or earning power to another  person,  each Right
will entitle its holder to purchase, at the Right's then-current exercise price,
shares of Common Stock of such other person  having a value of twice the Right's
exercise price.

     Details of the Shareholder Rights Plan will be mailed to stockholders.

     CPI is a consumer  services company with $389 million in fiscal 1998 sales,
operating  approximately 1,180 retail locations,  including 1,024 Sears Portrait
Studios in the U.S.,  Puerto  Rico and  Canada  and 152  Prints  Plus wall decor
stores.