<PAGE>

                                           EXHIBIT (10.36)


           (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)



                       CPI CORP. KEY EXECUTIVE
                     DEFERRED COMPENSATION PLAN
             AS AMENDED AND RESTATED AS OF JUNE 6, 1996


              SECTION 1.  ESTABLISHMENT AND PURPOSES

1.1  ESTABLISHMENT.  CPI Corp. hereby establishes a deferred
compensation plan for key executives as described herein, which
shall be known as the "CPI CORP. KEY EXECUTIVE DEFERRED
COMPENSATION PLAN"  (hereinafter called the "Plan").  The Plan was
originally effective as of April 6, 1995, and was previously
amended and restated effective as of July 14, 1995.  The changes in
the Plan as amended and restated herein are effective as of June 6,
1996.

1.2  PURPOSES.  The purposes of this Plan are to enable the Company
to attract and retain persons of outstanding competence, and
provide a means whereby the receipt of certain amounts payable by
the Company to selected executives may be deferred to some future
period.

                    SECTION 2.  DEFINITIONS

2.1  DEFINITIONS.  Whenever used herein, the following terms shall
have the meanings set forth below:

(a)  "Average T-Bond Rate for the Deferral Years" means the sum of
     the average annual yields to maturity on 30-year Treasury
     bonds, as reported in the Federal Reserve Bulletin, for each
     completed calendar year (or portion thereof) during which
     payments are deferred under Section 4.1 hereunder divided by
     the total number of completed calendar years (or portions















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     thereof) during which payments are deferred.

(b)  "Board" means the Board of Directors of the Company.

(c)  "Book Value" means the amount that results from dividing the
     net worth reflected on the consolidated balance sheet of the
     Company and its subsidiaries by the number of outstanding
     shares of common stock of the Company.  Net worth, for this
     purpose, shall not include the stated value of any
     outstanding shares of preferred stock.  Also, the number of
     outstanding shares of common stock shall not include any
     shares issued and held by the Company as treasury stock.
     Book Value shall be determined by the Board based upon the
     report of the Company's independent auditors.

(d)  "Cause" means:

     (i)   Conduct or activity of the Participant materially
           detrimental to the Company's reputation or business
           (including financial) operations;

     (ii)  Gross or habitual neglect or breach of duty or
           misconduct of the Participant in discharging the
           duties of his position; or

     (iii) Prolonged absence by the Participant from his duties
           (other than on account of illness or disability)
           without the consent of the Company.

(e)  A "Change of Control" means a change in control of a nature
     that would be required to be reported in response to
     Item 1(a) of the Current Report on Form 8-K, as in effect on
     the date hereof, pursuant to Section 13 or 15(d) of the














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     Securities Exchange Act of 1934, as amended ("Exchange Act")
     or would have been required to be so reported but for the
     fact that such event had been "previously reported" as that
     term is defined in Rule 12b-2 of Regulation 12B of the
     Exchange Act unless the transactions that give rise to the
     change of control are approved or ratified by a majority of
     the members of the Incumbent Board who are not Participants
     in the Plan; provided that, without limitation, notwith-
     standing anything herein to the contrary, a change in
     control shall be deemed to have occurred if (i) any Person
     is or becomes the beneficial owner (as defined in Rule 13d-3
     under the Exchange Act), directly or indirectly, of
     securities of the Company representing 40% or more of the
     combined voting power of the Company's then outstanding
     securities ordinarily (apart from rights accruing under
     special circumstances) having the right to vote at elections
     of  directors ("Voting Securities"), (ii) individuals who
     constitute the Incumbent Board cease for any reason to
     constitute at least a majority thereof, or (iii) the
     stockholders of the Company approve a reorganization, merger
     or consolidation with respect to which persons who were the
     stockholders of the Company immediately prior to such
     reorganization, merger or consolidation do not, immediately
     thereafter, own, directly or indirectly, more than 50% of
     the combined voting power entitled to vote generally in the
     election of directors of the reorganized, merged or





















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     consolidated company's then outstanding voting securities,
     or a liquidation or dissolution of the Company or of the
     sale of all or substantially all of the assets of the
     Company.  For purposes of this Agreement, the term "Person"
     shall mean and include any individual, corporation,
     partnership, group, association or other "person,"  as such
     term is used in Section 14(d) of the Exchange Act, other
     than the Company, a subsidiary of the Company or any employee
     benefit plan(s) sponsored or maintained by the Company or any
     subsidiary thereof.

(f)  "Committee" means the Compensation Committee of the Board.

(g)  "Company" means CPI Corp., a Delaware corporation.

(h)  "Deferral Year" means, with respect to any deferral of base
     salary pursuant to Section 4.1 hereof, the Year in which such
     deferral was withheld from base salary and credited to the
     Participant's Deferred Compensation Account Balance pursuant
     to Section 5.1 hereof.

(i)  "Deferral Year Interest" means, with respect to each separate
     salary deferral for each pay period, the product determined
     by (A) multiplying the amount of such salary deferral by a
     fraction, the numerator of which is the per share Company
     earnings for the Deferral Year, as calculated by the
     Company's regular certified public accountants, and the
     denominator of which is the Book Value as of the last day of
     the Year immediately preceding the Deferral Year, and (B)
     multiplying the product determined in clause (A) of this

















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     Section 2.1(i) by a fraction, the numerator of which is the
     number of calendar days during the period commencing on the
     date of deferral and ending on the last day of the Deferral
     Year and the denominator of which is 365.

(j)  "Deferred Compensation Account Balance" means, with respect to
     each Year's salary deferrals under Section 4.1 hereof, the
     balance of a Participant's account for such deferrals that is
     valued in accordance with the provisions of Sections 5.2 and
     5.6 hereof (or, in the case of a termination for Cause, in
     accordance with the provisions of Section 5.4 hereof).

(k)   "Dividend Equivalent Award" means the amount determined by
     multiplying the number of Growth Units credited to a
     Participant's account by the amount of a regular or special
     dividend declared on each share of the Company's common stock.

(l)  "Fair Market Value" means the last sale price of the Company's
     common stock on the New York Stock Exchange on a particular
     date as reported in the WALL STREET JOURNAL.

(m)  "Growth Addition" means the increase or decrease to a
     Participant's deferred amounts as a result of a change in the
     value of the Growth Units to which the deferred amounts had
     been converted.

(n)  "Growth Unit" means a measure of participation under the Plan
     having a value based on the Book Value of a share of common
     stock of the Company and other characteristics


















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     specified in the Plan.

(o)  "Incumbent Board" means the individuals who constituted the
     Board on April 6, 1995; provided that any person becoming a
     director subsequent to that date whose election, or
     nomination for election by the Company's shareholders, was
     approved by a vote of at least three-quarters of the directors
     comprising the Incumbent Board (either by a specific vote or
     by approval of the proxy statement of the Company in which
     such person is named as a nominee for director, without
     objection to such nomination) shall, for purposes of this
     Agreement, be deemed a member of the Incumbent Board.

(p)  "Participant" means an individual selected by the Committee
     for participation in the Plan.

(q)  "Retirement" means a Participant's termination of employment
     with the Company (other than for Cause) at any time after the
     earlier of the date on which he (i) attained age 65 or (ii)
     both attained at least age 55 and completed at least 15 Years
     of Service (as defined in the Company's Profit-Sharing Plan).

(r)  "Year" means the fiscal year of the Company ending on the
     first Saturday in February.

2.2  GENDER AND NUMBER.  Except when otherwise indicated by the
context, any masculine terminology used herein also shall include
the feminine gender, and the definition of any term herein in the
singular also shall include the plural.


















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               SECTION 3.  ELIGIBILITY AND PARTICIPATION

3.1  ELIGIBILITY.  The Company's Corporate Officers, members of the
Corporate Development Council, and other key executives approved by
the Compensation Committee shall be eligible to participate in this
Plan.

3.2  PARTICIPATION.  The Compensation Committee of the Board of
Directors shall approve individuals for participation in the Plan.

In the event a Participant no longer meets the requirements for
participation in this Plan, he shall become an inactive
Participant, retaining all the rights described under this Plan,
except the right to make any further deferrals until he again
becomes an active Participant.


                    SECTION 4.  ELECTION TO DEFER

4.1  DEFERRAL ELECTION.  At least seven (7) days prior to the
beginning of a pay period, a Participant irrevocably may elect, by
written notice to the Company, to defer up to fifty percent (50%)
of his base salary for each pay period remaining in the Year (but
not less than $5,000 in the aggregate) which otherwise would be
payable with respect to services to be performed in the remainder
of the Year.

4.2  DEFERRAL PERIOD.  The Participant irrevocably shall select the
deferral period for the salary deferrals made for each Year.  The
deferral period may be for a specified number of years or until a
specified date but, except as provided in the immediately
















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following sentence, shall not be less than six (6) months and one
(1) day.  Notwithstanding the deferral period specified, payments
shall begin following the earliest to occur of

(a)  Death,

(b)  Total and permanent disability,

(c)  Retirement, or

(d)  Termination of employment with the Company.

4.3  MANNER OF PAYMENT ELECTION.  At the same time as the election
made pursuant to Section 4.1, the Participant also shall elect the
manner in which the deferred amount will be paid.  Subject to
Section 6.3 hereof, this manner of payment election shall be
irrevocable.  The Participant may choose to have payment made
either in a lump sum or in a specified number of annual
installments, not to exceed ten.


             SECTION 5.  DEFERRED COMPENSATION ACCOUNTS

5.1  PARTICIPANT ACCOUNTS.  The Company shall establish and
maintain an individual bookkeeping account for each Year's salary
deferrals made by a Participant.  The Deferred Compensation Account
Balance shall be credited as of the date the amount deferred
otherwise would have become due and payable.

5.2  VALUE OF DEFERRED COMPENSATION ACCOUNTS

(a)  Deferral year interest, growth units, and growth additions.

     (i)   Each separate deferral of base salary for each pay
period shall be credited with Deferral Year Interest for the
period commencing on the date of deferral and ending on the last











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day of the Deferral Year.

     (ii)  As of the first day of the Year immediately following
the Deferral Year, the aggregate salary deferral and Deferral
Year Interest credited to a Participant's Deferred Compensation
Account Balance in such Deferral Year shall be converted to
Growth Units.  The number of Growth Units to which such salary
deferral and Deferral Year Interest will be converted shall be
determined by dividing such salary deferral and Deferral Year
Interest by the common stock's Book Value on the last day of the
Deferral Year.

     (iii) A Participant's Deferred Compensation Account Balance
shall be increased or decreased on the first day of each Year by
a Growth Addition equal to the increase or decrease,
respectively, in the Company's Book Value during the immediately
preceding Year multiplied by the number of Growth Units credited
to the Participant's account as of the last day of the immediately
preceding Year.

(b)  Interest Rate Floor.  Notwithstanding Section 5.2(a) hereof,
     except as provided in Section 5.4 hereof a Participant's
     Deferred Compensation Account Balance at any time shall not
     be less than the sum of (1) the amount the Participant has
     elected to defer pursuant to Section 4.1, net of charges
     against the account pursuant to Section 5.6 hereof, and (2)
     interest on such net account balance calculated from the
     date of deferral at a per annum rate, compounded annually,
     equal to the Average T-Bond Rate for the Deferral Years,



















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     reduced by the amount of Dividend Equivalent Awards received
     by the Participant pursuant to Section 5.3.

(c)  Change of Control.  In the event of a Change of Control, each
     Deferred Compensation Account Balance shall be equal to the
     higher of (i) the amount determined under Section 5.2(b) or
     (ii) the amount that would be determined under Section 5.2(a)
     valuing Growth Units based upon Enhanced Book Value rather
     than Book Value.  Enhanced Book Value shall mean Book Value
     multiplied by a fraction, the numerator of which is the
     average consideration per share of common stock of the
     Company received by shareholders pursuant to stock
     sales or other transactions which resulted in the Change of
     Control and the denominator of which is the average Fair
     Market Value of such stock over the 30-day period
     immediately preceding the announcement of the transactions
     which resulted in the Change of Control.

5.3  DIVIDEND EQUIVALENT AWARD.  A Dividend Equivalent Award shall
be paid in cash at the same time as the dividend on the Company's
common stock is paid to the shareholders, based on the number of
Growth Units credited to a Participant's account.

5.4  FORFEITURE OF GROWTH ADDITIONS.  If a Participant's employment
is terminated for Cause, (a) all of the Growth Additions added to
a Participant's Deferred Compensation Account Balance immediately
shall be forfeited and (b) his Deferred Compensation Account
Balance shall be equal to the lesser of (i) the amount of base
salary originally deferred pursuant to Section


















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4.1, reduced by charges against his Deferred Compensation Account
Balance pursuant to Section 5.6, or (ii) the amount determined by
multiplying the number of Growth Units credited to his account by
the Book Value of a share of the Company's common stock on the last
day of the Year immediately preceding the Participant's termination
for Cause, reduced by charges against the Deferred Compensation
Account Balance pursuant Section 5.6.

5.5  RETIREMENT BENEFIT PLAN EQUIVALENT.  In the event a
Participant's retirement plan benefits payable from the Company's
pension plan are decreased in any way due to a deferral pursuant to
Section 4.1 of this Plan, an adjustment shall be made.  On the day
retirement plan benefit payments commence, an amount equal to the
actuarial equivalent (in simple terms, the present value taking
into account mortality considerations) of the reduction in
Retirement benefits caused by the election to defer shall be placed
in a separate account.

     The amount of this lump sum actuarial equivalent shall be
determined for the Committee by the actuary for the Retirement
plan.  This determination shall be based on interest, mortality,
and other appropriate assumptions used to value the Retirement plan
as of the last actuarial valuation immediately preceding such
determination.

     Amounts placed in the separate account will accumulate
pursuant to the provisions in Sections 5.2 and 5.3.

     Amounts placed in the separate account will be paid pursuant
to the provisions in Section 6.2.

















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5.6  CHARGES AGAINST ACCOUNTS.  There shall be charged against each
Participant's Deferred Compensation Account Balance any payments
made to the Participant or to his beneficiary in accordance with
Section 6 hereof.


              SECTION 6.  PAYMENT OF DEFERRED AMOUNTS

6.1  PAYMENT OF DEFERRED AMOUNTS.  Payment of a Deferred
Compensation Account Balance shall be made in the manner selected
by the Participant under Section 4.3 of this Plan.  If a
Participant elects payment in a lump sum, payment of the Deferred
Compensation Account Balance shall be made in cash within ninety
(90) calendar days after the commencement date referred to in
Section 4.2 hereof.  If a Participant elects installments, each
installment shall be paid in cash within ninety (90) days following
the beginning of the Year during which the payment is due.  The
amount of each payment shall be equal to a Participant's Deferred
Compensation Account Balance multiplied by a fraction, the
numerator of which is one and the denominator of which is the
number of installment payments remaining.

6.2  PAYMENT OF RETIREMENT BENEFIT PLAN EQUIVALENT.  Payment of a
Participant's retirement benefit plan equivalent, plus any
accumulated Growth Additions, shall be made over ten approximately
equal annual installments, and shall begin within ninety (90)
calendar days following the date said amount initially is credited
to the Participant's account.

6.3  ACCELERATION OF PAYMENTS.  Notwithstanding the election made
pursuant to Section 4.3, if payment commences as a result of
termination of employment with the Company other than as a result
















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of Retirement, such payment shall be made in a lump sum.  If a
Participant dies prior to the payment of all or a portion of his
Deferred Compensation Account Balance, the balance of any amount
payable shall be paid in a lump sum to the beneficiaries designated
under Section 9.1 hereof.  Lump sum payments shall be paid in cash
within ninety (90) days of when due hereunder.


            SECTION 7.  CONTINUING ADJUSTMENTS AND PAYMENTS

7.l  CONTINUING ADJUSTMENTS AND PAYMENTS.  If a Participant elects
to have deferred amounts paid on an installment basis, Dividend
Equivalent Awards will continue to be accrued and paid on the
Growth Units.  Additionally, increases and decreases to the common
stock's Book Value (subject to Section 5.2(b) hereof) will be
reflected in the value of the Growth Units during the payment or
deferral period.


              SECTION 8.  CHANGES IN CAPITAL STRUCTURE

8.1  CHANGES IN CAPITAL STRUCTURE.  In the event of a stock
dividend on the common stock of the Company, a redemption or
repurchase by the Company of any of its common stock, any split-up
or combination of shares of the common stock of the Company, or
other change therein, an appropriate adjustment shall be made in
the aggregate number and initial value of Growth Units credited to
a Participant so as to give effect, to the extent practicable, to
such change in the capital structure of the Company.  The formula
for such adjustment shall be determined by the Company's
independent auditors.
















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                 SECTION 9.  BENEFICIARY DESIGNATION

9.1  DESIGNATION OF BENEFICIARY.  A Participant shall designate a
beneficiary or beneficiaries who, upon the Participant's death, are
to receive the amounts that otherwise would have been paid to the
Participant.  All designations shall be in writing and signed by
the Participant.  The designation shall be effective only if and
when delivered to the Company during the lifetime of the
Participant.  The Participant also may change his beneficiary or
beneficiaries by a signed, written instrument delivered to the
Company.  The payment of amounts shall be in accordance with the
last unrevoked written designation of beneficiary that has been
signed and delivered to the Secretary of the Company.

9.2  DEATH OF BENEFICIARY.  In the event that all of the
beneficiaries named pursuant to Section 9.1 predecease the
Participant, the amounts that otherwise would have been paid to the
Participant shall be paid to the Participant's estate, and in such
event, the term "beneficiary" shall include his estate.

9.3  INEFFECTIVE DESIGNATION.  In the event the Participant does
not designate a beneficiary, or if for any reason such designation
is ineffective, in whole or in part, the amounts that otherwise
would have been paid to the Participant shall be paid to the
Participant's estate, and in such event, the term "beneficiary"
shall include his estate.


               SECTION 10.  RIGHTS OF PARTICIPANTS

10.1 CONTRACTUAL OBLIGATION.  The Company intends that it is under
a contractual obligation to make payments from a















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Participant's account when due.  Payment of account balances shall
be made out of the general funds of the Company as determined by
the Board.

10.2 UNSECURED INTEREST.  No Participant or beneficiary shall have
any interest whatsoever in any specific assets of the Company.  To
the extent that any person acquires a right to receive payments
under this Plan, such right shall be no greater than the right of
any unsecured general creditor of the Company.


                 SECTION 11.  NONTRANSFERABILITY

11.1 NONTRANSFERABILITY.  In no event shall the Company make any
payment under this Plan to any assignee or creditor of a
Participant or a beneficiary.  Prior to the time of a payment
hereunder, a participant or a beneficiary shall have no rights by
way of anticipation or otherwise to assign or otherwise dispose of
any interest under this Plan nor shall such rights be assigned or
transferred by operation of law.


           SECTION 12.  ADMINISTRATION AND CLAIMS PROCEDURE

12.1 ADMINISTRATION.  This Plan shall be administered by the
Compensation Committee of the Board.  The Committee may from time
to time establish rules for the administration of this Plan that
are not inconsistent with the provisions of this Plan.

12.2 ADJUDICATION OF CLAIMS.  The Committee shall make all
determinations as to the right of any person to receive benefits
under the Plan.  Subject to and in accordance with the specific
procedures contained in the applicable regulations under ERISA then
in effect:














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(a)  Any denial by the Committee of a claim for benefits under the
     Plan shall be set forth in writing by the Committee and shall
     be delivered or mailed to the Participant;

(b)  Such notice shall set forth the specific reasons for the
     denial, written to the best of the Committee's ability in a
     manner that may be understood without legal or actuarial
     counsel; and

(c)  The Participant shall have the right to request that the
     Committee review its denial within sixty (60) days of the
     denial.  Failure by the Participant to petition for review
     within sixty (60) days shall be deemed a waiver of any right
     to contest the denial.  Within sixty (60) days of the
     request for review, the Committee shall review the case and
     give  written notice to the Participant of the results of its
     review.  The 60-day period may, at the discretion of the
     Committee, be extended for up to an additional sixty (60)
     days, in which case the  Participant shall be notified of
     the extension.  The Committee's decision on review shall be
     final.

12.3 FINALITY OF DETERMINATION.  The determination of the
Committee as to any disputed questions arising under this Plan,
including questions of construction and interpretation, shall be
final, binding, and conclusive upon all persons.

12.4 EXPENSES.  The cost of payment from this Plan and the
expenses of administering the Plan shall be borne by the Company.

12.5 NO LIABILITY FOR GOOD FAITH ACTIONS.  No member of the
Committee shall, in any event, be liable to any person for any
action taken or omitted to be taken in connection with the














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interpretation, construction or administration of this Plan, so
long as such action or omission to act is made in good faith.


              SECTION 13.  AMENDMENT AND TERMINATION

13.1 AMENDMENT AND TERMINATION.  The Company expects the Plan to
be permanent but, since future conditions affecting the Company
cannot be anticipated or foreseen, the Company necessarily must and
does hereby reserve the right to amend, modify, or terminate the
Plan on a prospective basis by action of its Board; provided,
however, that no such action by the Board shall adversely affect or
impair the rights to which any Participant is entitled pursuant to
Section 5.2(c) hereof, or pursuant to any other provision of the
Plan which in any way relates to a Change of Control.


                   SECTION 14.  APPLICABLE LAW

14.1 APPLICABLE LAW.  This Plan shall be governed and construed in
accordance with the laws of the State of Missouri.


                 SECTION 15.  WITHHOLDING OF TAXES

15.1  TAX WITHHOLDING.  The Company shall have the right to deduct
from all payments made from the Plan any federal, state, or local
taxes required by law to be withheld with respect to such payments.


                        SECTION 16. NOTICES

16.1 NOTICES.  Any notice, consent or demand required or permitted
to be given under the provisions of this Plan shall be













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in writing, and shall be signed by the party giving or making the
same.  If such notice, consent or demand is mailed to a party
hereto, it shall be sent by United States certified mail, postage
prepaid, addressed to such party's last known address as shown on
the records of the Company.  The date of such mailing shall be
deemed the date of notice, consent or demand.































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