EXHIBIT
10.105 (PAGE NUMBERS
REFER TO PAPER DOCUMENT ONLY) STOCK
AWARD AND RESTRICTION AGREEMENT THIS
STOCK AWARD AND RESTRICTION AGREEMENT (Agreement), is entered into effective
as of the 15th day of August, 2005, between CPI Corp., a Missouri
corporation (the Company), and Paul Rasmussen (the Executive). RECITALS WHEREAS,
the Executive commenced his employment with the Company on August 15, 2005 (the
Commencement Date); WHEREAS,
Executive and the Company entered into a letter agreement dated July 12, 2005,
specifying the terms of Executives employment with the Company (the
Employment Letter); WHEREAS,
pursuant to Paragraph 2 of the Employment Letter, the Company agreed to grant
to Executive, on the commencement date of his employment with the Company,
shares of restricted stock of the Company; WHEREAS,
the Company and the Executive have agreed to enter into this Stock Award and
Restriction Agreement pursuant to Paragraph 2 of the Employment Letter; and WHEREAS,
the Compensation Committee of the Board of Directors of the Company has
approved an award of shares of common stock of the Company to the Executive,
subject to the terms, conditions and restrictions set out in this Agreement and
the CPI Corp. Restricted Stock Plan, as amended and restated (the Plan); NOW,
THEREFORE, in consideration of the mutual promises contained herein, and
intending to be legally bound hereby, the parties hereto agree as follows: 1.     Award
of Shares; Deliveries. (a)     As
of the date of this Agreement, the Company hereby grants to the Executive an
award of 14,085 shares of common stock of the Company, par value $.40 per share
(collectively, the Restricted Shares), upon the terms and conditions set
forth in this Agreement. (b)     Concurrently
with the execution of this Agreement: (i)     subject
  to Section 5 hereof, the Company shall deliver to the Executive a copy of a
  share certificate or certificates representing the Restricted Shares which
  shall contain the legend set forth in Section 5 hereof;(ii)     the
  Executive shall deliver to the Company a duly signed stock power, endorsed in
  blank, relating to the Restricted Shares; and 1   (iii)the
  Executive shall execute and deliver to the Company the Confidentiality,
  Noncompetition and Nonsolicitation Agreement attached as Exhibit A to this
  Agreement.(c)     If
the Executive shall have elected to file a Section 83(b) election with respect
to the Restricted Shares, the Executive shall have delivered, or within 30 days
of the date of this Agreement shall deliver, to the Company a copy of a duly
executed Section 83(b) election.

2.     Representations
and Acknowledgements of Executive.
The Executive hereby:

(i)     acknowledges
  and accepts the Restricted Shares described in Section 1;(ii)    represents
  that he is acquiring the Restricted Shares for investment and not with a view
  to or for resale or distribution thereof;(iii)   agrees
  and acknowledges that the Restricted Shares are issued pursuant to, and
  subject to the terms and conditions set forth in the Plan; and(iv)   agrees
  that the Restricted Shares will be held by Executive subject to all of the
  restrictions, terms and conditions contained in this Agreement, and that the
  Restricted Shares will be disposed of only in accordance with the terms of
  this Agreement.3.     Restrictions.  The
Restricted Shares are subject to the
Transfer Restrictions and Forfeiture Restrictions set forth in Sections 3(a)
and 3(b) below (collectively, the Restrictions). The restrictions set out in
Section 3(a) are hereinafter referred to in this Agreement as the Transfer
Restrictions, and the restrictions set out in Section 3(b) are hereinafter
referred to in this Agreement as the Forfeiture Restrictions.

(a)     Transfer
Restrictions.  Except as otherwise
permitted under this Agreement, Executive agrees not to sell, transfer, assign,
give, pledge, or otherwise dispose of or encumber any part or all of the
Restricted Shares, whether voluntarily, by operation of law, or otherwise,
prior to the lapse of the Transfer Restrictions thereon pursuant to Section 4
hereof.  Any attempted transfer of all
or any portion of the Restricted Shares that remain subject to the Transfer
Restrictions shall be considered null and void and the Executive shall continue
to be bound by all of the terms and provisions hereof.

(b)     Forfeiture
Restrictions.  Upon any termination
of the Executives employment with the Company, all of the Restricted Shares
that have not yet become Vested Shares (as defined below) at the effective time
of such termination (determined after taking into account the lapse of the
Restrictions under Section 4 hereof), shall be returned to and canceled by the
Company and shall be deemed to have been forfeited by Executive.  Upon a forfeiture by Executive of any
Restricted Shares under this Section 3(b), the Company will not be obligated to
pay Executive any consideration whatsoever for the forfeited Restricted Shares.

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4.     Lapse of
Restrictions.

(a)     The
Restrictions shall lapse as to 2,817 of the Restricted Shares on the last day
of the Companys fiscal year ending February, 2006, and shall lapse as to an
additional 2,817 of the Restricted Shares on the last day of each fiscal year
of the Company thereafter through and including the Companys fiscal year
ending February, 2010, provided that the Executive remains in the continuous
employment of the Company as of the last day of each such fiscal year.  In the event the Executives employment with
the Company is terminated for any reason prior to the last day of the Companys
fiscal year ending February, 2010, no further vesting (pro rata or otherwise)
shall occur from and after the effective date of such termination.

(b)     To
the extent the Forfeiture Restrictions shall have lapsed under Section 4(a)
with respect to any portion of the Restricted Shares subject to this Award,
those shares (Vested Shares) will, from and after the applicable vesting
date, thereafter be free of the Restrictions set forth in Section 3
hereof.  Any Restricted Shares for which
the Restrictions have not yet lapsed in accordance with this Section 4 shall,
for all purposes of this Agreement, continue to be considered Restricted
Shares, and will be subject to all of the terms and conditions of this
Agreement, including but not limited to the Restrictions set forth in Section
3.

(c)     Notwithstanding
Section 14 of the Plan, it is agreed and understood that the Restrictions will
not lapse as to any Restricted Shares held by the Executive as a result of a
Change of Control of the Company.

5.     Restrictive
Legend.  A stock certificate or
certificates in respect of the Restricted Shares will be issued to Executive,
which certificate(s) will be registered in Executives name and may bear such
legend(s) as may be required or necessary to comply with the Securities Act of
1933, as amended and applicable state securities laws.  Any certificate or certificates relating to
the Restricted Shares shall also be inscribed with a legend evidencing the
Restrictions.

6.     Custody.  All
certificates representing the Restricted
Shares shall be deposited, together with stock powers executed by Executive, in
proper form for transfer, with the Company.
The Company is hereby authorized to cause the transfer to come into its
name of all certificates representing the Restricted Shares which are forfeited
to the Company pursuant to Section 3(b) hereof.

7.     Voting
and Dividends; Adjustments.  Subject
to the Restrictions and the limitations imposed by this Section 7, Executive
shall have all of the rights of a shareholder of the Company with respect to
the Restricted Shares, including the right to vote the Restricted Shares and to
receive dividends thereon.  Stock
dividends and shares, if any, issued as a result of any stock-split,
recapitalization, reorganization, merger, consolidation, split-up, combination
or exchange of shares, or any similar change affecting the capital stock of the
Company, which has occurred after the date hereof, issued with respect to the Restricted
Shares shall be treated as additional Restricted Shares and shall be subject to
the same Restrictions and other terms and conditions that apply with respect
to, and shall vest or be forfeited at the same time as the Restricted Shares
with respect to which such stock dividends or shares are issued.

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8.     No
Right to Continue Relationship.
Nothing in this Agreement shall confer upon the Executive any right to
continue in the employ of the Company or shall interfere with or restrict in any
way the rights of the Company which are hereby expressly reserved, to discharge
the Executive.

9.     Entire
Agreement.

(a)     This
Agreement shall constitute the entire agreement between the parties with
respect to the subject matter hereof.
Any term or provision of this Agreement may be waived at any time by the
party which is entitled to the benefits thereof, and any term or provision of
this Agreement may be amended or supplemented at any time by the mutual consent
of the parties hereto, except that any waiver of any term or condition, or any
amendment, of this Agreement must be in writing.

(b)     This
Agreement shall not affect in any way the right or power of the Company or its
shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Companys capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or other securities with preference ahead of or
convertible into, or otherwise affecting the Restricted Shares or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of the Companys assets or business, or any other
act or proceeding, whether of a similar character or otherwise.

(c)     In
the event that any term or provision of this Agreement shall be finally
determined to be superseded, invalid, illegal or otherwise unenforceable
pursuant to applicable law by a governmental authority having jurisdiction and
venue, that determination shall not impair or otherwise affect the validity,
legality or enforceability, to the maximum extent permissible by law, (i) by or
before that authority of the remaining terms and provisions of this Agreement,
which shall be enforced as if the unenforceable term or provision were deleted,
or (ii) by or before any other authority of any of the terms and provisions of
this Agreement.

(d)     Capitalized
terms not otherwise defined in this Agreement shall have the same meaning as
set forth in the Plan.

10.     Tax
Withholding.  The lapse of the Restrictions on the Restricted
Shares awarded hereunder is conditioned on the statutory minimum federal, state
and local withholding taxes having been timely paid by Executive pursuant to a
direct payment of cash or other readily available funds to the Company.  If the Executive makes a Section 83(b) Election
with respect to the Restricted Shares, the award of the Restricted Shares is conditioned
on the Executive providing the Company with a direct payment of cash or other
immediately available funds in an amount equal to the statutory minimum
federal, state and local withholdings taxes required to be withheld by the
Company not later than 30 days after the date of the award.

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11.     Governing
Law.  The laws of the State of
Missouri shall govern the interpretation, validity and performance of the terms
of this Agreement regardless of the law that might be applied under principles
of conflict of laws.

12.     Successors
and Assigns.  This Agreement shall
be binding upon and inure to the benefit of the successors, assigns and heirs
of the respective parties.

13.     Notices.  All
notices and other communications
required or permitted under this Agreement shall be written and shall be
delivered personally or sent by registered or certified first-class mail,
postage prepaid and return receipt required, addressed as follows: if to the
Company, to the Companys executive offices at 1706 Washington Avenue, St.
Louis, Missouri, 60313, attention: Chief Financial Officer, and if to the
Executive or his successor, to the address last furnished by the Executive to
the Company.  Each notice and
communication shall be deemed to have been given when received by the Company
or the Executive.

14.     No
Waiver.  The failure of a party to
insist upon strict adherence to any term of this Agreement on any occasion
shall not be considered a waiver thereof or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of
this Agreement.

15.     Titles.  Titles
are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of the
Agreement. The masculine pronoun shall include the feminine and neuter and the
singular shall include the plural, when the context so indicates.

[Signature page
follows]

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IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the day and year first above written.

CPI CORP.By: /s/ David M. MeyerDavid M. MeyerIts: Chairman of the BoardThe undersigned Executive hereby accepts, and agrees
to, all terms and provisions of the foregoing Agreement.

/s/ Paul RasmussenPaul RasmussenSignature6