EXHIBIT 10.100 RETIREMENT AND RELEASE AGREEMENT THIS
RETIREMENT AND RELEASE AGREEMENT is made and entered into as of July 25, 2005,
by and between JACK KRINGS, an individual (hereinafter referred to as
Krings), and Consumer Programs Incorporated, a Missouri Corporation, on
behalf of itself and its affiliated corporations (hereinafter referred to,
alternatively and collectively, as CPI). WHEREAS,
Krings has served as a key executive of CPI; and WHEREAS,
Krings has decided to retire; and WHEREAS,
Krings is entitled to certain benefits under his Employment Agreement with CPI
dated as of September 5, 2001 (the Employment Agreement) and under various
benefit plans of CPI; and WHEREAS,
CPI and Krings desire that Krings benefits be valued and paid out in
accordance with the terms set forth in this Agreement; and WHEREAS,
CPI desires to award to Krings 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, the parties hereby agree as follows: 1. Retirement.  Krings shall retire from
employment with CPI
as of Monday, July 25, 2005 (the Retirement Date). 2. Special
Retirement Benefits. (a)     CPI
shall pay to Krings the gross amount of Six Hundred Fifty Thousand Dollars
($650,000.00) in a lump sum on January 26, 2006. (b)     
Subject to the approval of the Compensation Committee operating as the Stock
Option Committee under the CPI Corp. Stock Option Plan, which consent shall not
be unreasonably withheld, Krings shall have the right to exercise previously
granted options to purchase common stock, as described on Exhibit B, attached
hereto, until July 25, 2006. (c)     
CPI shall engage Krings as an independent consultant on the terms set forth on
Exhibit A. 3.     
Other Benefits. CPI shall also pay or provide to Krings (or in the event
of his death prior to payment, to his estate or beneficiaries) the following
benefits in accordance with the Employment Agreement or other CPI benefit plans
and programs: (a)     Base
salary through the Retirement Date, based on the annual rate of Three Hundred
Sixty-five Thousand Dollars ($365,000.00); (b)     All
of Kringss unused vacation as of the Retirement Date; (c)     All
of Kringss vested and accrued benefits under the CPI Corp. Profit Sharing Plan
and Trust (the Profit Sharing Plan), in accordance with the terms of the
Profit Sharing Plan; and (d)     
Continued indemnification rights and benefits for Kringss service as an
executive officer of CPI in accordance with CPIs by-laws.   4.
Release.

In
consideration of the payment by CPI to Krings of the Special Retirement
Benefits described in Section 2 above, Krings 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), whether known or unknown, arising directly or indirectly out
of Krings's employment by CPI, the termination thereof, or the Employment
Agreement, including, but not limited to, any claims arising under or in
connection with the Age Discrimination in Employment Act, the Americans with
Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil
Rights Act of 1964, the Equal Pay Act, the Fair Labor Standards Act, the
Occupational Safety and Health Act, the Employee Retirement Income Security
Act, the Older Workers Benefit Protection Act, 42 U.S.C. Sections 1981, 1983
and 1985, the Missouri Human Rights Act, the Missouri Service Letter Law (all
such statutes as amended), and any regulations under such authorities, or
common law of the state of Missouri, torts, breach of express or implied
employment agreement, wrongful discharge, constructive discharge, infliction of
emotional distress, defamation, or tortious interference with contractual
relations.

The
purpose of the release set forth herein is to make full, final and complete
settlement of all claims, known or unknown, arising directly or indirectly out
of Kringss employment by CPI, the termination thereof, or the Employment
Agreement (except those arising under this Agreement and Section 13 of the
Employment Agreement).

5.     
Survival of Covenants. Krings acknowledges and agrees that the covenants
and agreements contained in Section 13 of the Employment Agreement, attached
hereto as Exhibit C 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 Krings hereby affirms those covenants and
agreements.   All other terms and
conditions of the Employment Agreement shall terminate on the Retirement Date.

6.     Withholding
Taxes. CPI shall have the right to withhold from all payments due Krings
hereunder to the extent required by law or regulation, all federal, state and
local income and other taxes applicable to such payments.

7.     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.

8.     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.

9.     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.

10.     Governing
Law.  This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Missouri.

BALANCE OF PAGE INTENTIONALLY LEFT BLANK

IN
WITNESS WHEREOF, the parties have executed this Agreement as of the last date
written below.

NOTICE
TO MR. KRINGS: This Agreement includes a waiver of certain rights or claims
arising prior to the date this Agreement is executed, including, but not
limited to, those rights or claims arising under the Age Discrimination in
Employment Act. You are advised to consult with an attorney prior to executing
this Agreement. CPI's offer to enter into this Agreement with you will remain
open and effective for twenty-one days from the date first written above. You
may elect to accept or reject this offer within that time period. If you do
nothing within the twenty-one day period, the offer will be considered
withdrawn by CPI.

If
you decide to sign this Agreement and release CPI pursuant to Section 4, you
will have seven days following the return of the signed document to change your
mind and revoke the Agreement. If you desire to revoke the Agreement and
release, please deliver notice of such revocation in writing to Jane E. Nelson,
CPI Corp., Legal Department, 1706 Washington Avenue, St. Louis, Missouri 63103,
on or before the close of business on the seventh day following your execution
and delivery of the Agreement. Consequently, this Agreement will not be in
effect until seven days have passed following your signing and delivery of the
Agreement.


Date: July
  25, 2005
  
  /s/ Jack
  KringsJack Krings,
  IndividuallyCONSUMER PROGRAMS INCORPORATED, aMissouri corporation, on behalf of itself and its
  affiliated corporationsDate: July
  25, 2005
  
  By: /s/
  David M. MeyerDavid M.
  MeyerIts:
  Chairman and Member of the Office of the 
  Chief Executive