<PAGE>

                                             EXHIBIT (10.17)


           (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)


                RETIREMENT AND RELEASE AGREEMENT

     THIS RETIREMENT AND RELEASE AGREEMENT is made and entered
into as of March 9, 2001, by and between ALYN V. ESSMAN, an
individual (hereinafter referred to as "Essman"), and CPI
Corp., a Delaware corporation (hereinafter referred to,
together with its wholly- owned subsidiaries, as "CPI").

     WHEREAS, Essman has rendered more than forty-four years of
service to CPI in various capacities, including for the last
twenty-four years as Chief Executive Officer and Chairman of
the Board of Directors; and

     WHEREAS, Essman has decided to retire as of March 11,
2001; and

     WHEREAS, Essman is entitled to certain benefits under his
Employment Agreement with CPI dated as of February 8, 1998 (the
"Employment Agreement") and under various benefit plans of CPI,
and CPI and Essman desire that Essman's benefits be valued and
paid out in accordance with the terms set forth in this
Agreement; and

     WHEREAS, in recognition of Essman's many years of valuable
service and leadership, his cooperation with the Board of
Directors of CPI in planning and conducting a search for his
successor and his assistance in transition to and support of
his successor, the Board of Directors of CPI desires to award
to Essman certain benefits in addition to any to which he may
be entitled under the Employment Agreement and the various
benefit plans of CPI (hereinafter, the "Special  Retirement
Benefits");

     NOW, THEREFORE, in consideration of the premises and of
the mutual covenants and agreements contained herein, and in
appreciation of Essman's long years of valuable and dedicated
service to CPI, the parties hereby agree as follows:







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     1.  RETIREMENT/RESIGNATION OF ESSMAN.  Essman shall retire
from employment with CPI and shall resign from the Boards of
Directors of CPI and its affiliated corporations as of March
11, 2001 (the "Retirement Date").

     2.  SPECIAL RETIREMENT BENEFITS.  In consideration of
Essman's long and distinguished leadership of CPI, the Board of
Directors hereby agrees to provide to Essman the following
Special Retirement Benefits:

     (a) CPI shall pay to Essman the gross amount of Nine
Hundred Ninety-Three Thousand Three Hundred Fifty-Nine Dollars
($993,359.00) payable as soon as possible but not later than
two weeks after the Retirement Date.

     (b) CPI shall pay reasonable office lease and secretarial
expenses for Essman for a period of two years after the
Retirement Date.  The parties agree to use their best good
faith efforts to agree on the amount of such office lease and
secretarial expenses within three weeks after the Retirement
Date.

     (c) The exercise period for certain options granted to
Essman to purchase shares of common stock of the Corporation
that would have expired on the first anniversary of the
Retirement Date shall be extended until the third anniversary
of the Retirement Date.  A schedule of all options held by
Essman and the terms of exercise is attached hereto as Exhibit
A and incorporated herein.   By execution hereof, the parties
agree that the terms of all option agreements under which
Essman holds options shall remain in full force and effect
except that the applicable expiration dates for such options
shall be as set forth in Exhibit A.

     (d) Essman is entitled to a supplemental retirement
benefit pursuant to the Employment Agreement (the "SERP
Benefit") in the annual gross amount of One Hundred Fifty
Thousand Dollars ($150,000), payable in equal monthly
installments for two hundred forty








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months, commencing the month after his retirement date.  In
lieu thereof and at Essman's request, CPI shall pay or cause to
be paid to Essman the gross amount of One Million Six Hundred
Twenty-One Thousand Six Hundred Eighty-Six Dollars
($1,621,686.00), payable in a lump sum as soon as possible but
not later than two weeks after the Retirement Date.  The SERP
Benefit shall be in full and complete satisfaction of Essman's
death benefits and supplemental retirement benefits provided
under subsections 5(g) and (i) of the Employment Agreement.

     3.  DEFERRED COMPENSATION ACCOUNT.  CPI shall pay to
Essman, in a lump sum within ninety (90) days after the
Retirement Date, the full amount of Essman's deferred
compensation account under the Deferred Compensation and Stock
Appreciation Rights Plan.

     4.  OTHER BENEFITS.  CPI shall also pay or provide to
Essman the following benefits in accordance the Employment
Agreement or other CPI benefit plans and programs:

     (a) Base salary through March 31, 2001, based on the
annual rate of Five Hundred Twenty-Five Thousand Dollars
($525,000.00);

     (b) Any cash bonus earned by Essman for CPI's fiscal year
2000, calculated in accordance with the formula applicable to
the members of the Office of the President;

     (c) Any option bonus earned by Essman for CPI's fiscal
year 2000, calculated in accordance with the formula applicable
to the members of the Office of the President;

     (d) An amount equal to four (4) weeks of vacation pay;

     (e) All of Essman's vested and accrued benefits under the
CPI Retirement Plan and Trust (the "Pension Plan") in
accordance with the terms of the Pension Plan;

     (f) Continued indemnification rights and benefits for
Essman's service as an executive and director of CPI in
accordance with CPI's By-laws.






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     5.  MUTUAL RELEASE.

     (a) In consideration of the payment by CPI to Essman of
the Special Retirement Benefits described in paragraph 2 above,
Essman does hereby release and forever discharge CPI, its
affiliated corporations, and their respective directors,
officers, employees and agents, from any and all claims, causes
of action, liabilities and obligations, of any kind whatsoever
(except those arising under this Agreement), arising directly
or indirectly out of Essman's employment by CPI, the
termination thereof, or the Employment Agreement.

     (b) In consideration of the release contained in
subsection (a) hereof and of Essman's agreements hereunder,
CPI, on its own behalf and on behalf of its affiliated
corporations, does hereby release and forever discharge Essman
from any and all claims, causes of action, liabilities, and
obligations, of any kind whatsoever, (except those arising
under this Agreement) arising directly or indirectly out of
Essman's employment by CPI, the termination thereof, or the
Employment Agreement.

     (c) The purpose of this mutual release set forth herein is
to make full, final and complete settlement of all claims
between the parties, known or unknown, arising directly or
indirectly out of Essman's employment by CPI, the termination
thereof, or the Employment Agreement (except those arising
under this Agreement).

     6.  SURVIVAL OF COVENANTS.  Essman acknowledges and agrees
that the covenants and agreements of Essman contained in
Section 13 of the Employment Agreement, attached hereto as
Exhibit B and incorporated herein, shall survive the execution
and delivery of this Agreement and shall remain in full force
and effect in accordance with their terms, and Essman hereby
affirms those covenants and agreements.  All other terms and
conditions of the Employment Agreement shall terminate on the
effective date of this Agreement.









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     7.  WITHHOLDING TAXES.  CPI shall have the right to
withhold from all payments due Essman hereunder to the extent
required by law or regulation, all federal, state and local
income and other taxes applicable to such payments.

     8.  MODIFICATION AND WAIVER.  No modification, amendment
or waiver of any of the provisions of this Agreement shall be
effective unless made in writing specifically referring
to this Agreement, and signed by both parties.  The failure to
enforce at any time any of the provisions of this Agreement
shall in no way be construed to be a waiver of such provisions.

     9.  SEVERABILITY.  The invalidity or unenforceability of
any particular provision of this Agreement shall not affect the
other provisions hereof, and this Agreement shall be construed
in all respects as if such invalid or unenforceable provision
were omitted.

     10. BINDING EFFECT.  This Agreement shall be binding upon
and shall inure to the benefit of, the parties hereto and their
respective successors, assigns, heirs and legal
representatives.

     11. GOVERNING LAW.  This Agreement shall be governed by,
and construed in accordance with, the laws of the State of
Missouri.

     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


Date: March 9, 2001         By: /s/ Alyn V. Essman
     ---------------        ----------------------------
                            Alyn V. Essman, Individually

                                      "Essman"


                            CPI Corp., a Delaware corporation

Date: March 9, 2001        By: /s/  Jane E. Nelson
      --------------       ---------------------------------
                            Secretary and General Counsel
                                        "CPI"



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                                                   EXHIBIT A

<TABLE>
<CAPTION>
Grant Date   Number of   Vesting   Exercise   Expiration
             Options     Date      Price      Date
<S>          <C>         <C>       <C>        <C>
 2/2/92      77,500       2/2/97   $35.00      2/2/04
 2/2/92      77,500       2/2/96   $30.00      2/2/03
8/11/94      43,662      8/11/98   $17.75     8/11/02
 2/8/98      11,530      3/11/01   $23.94      2/8/04
 5/7/98      11,566      3/11/01   $25.94     3/11/04
 2/6/99      11,060      3/11/01   $27.13     3/11/04
</TABLE>

Mr. Essman holds the following options awarded under CPI's
Voluntary Stock Option Plan, all of which are fully vested and
exercisable in accordance with the terms of the Voluntary Stock
Option Plan as follows:

<TABLE>
<CAPTION>
Grant Date   Number of   Vesting   Exercise   Expiration
             Options     Date      Price      Date
<S>          <C>         <C>       <C>        <C>
6/11/93      77,500      6/11/96   $18.375     6/11/01
 2/6/94      77,500       2/6/97   $15.50       2/6/02
</TABLE>





















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