EXHIBIT 10.98 RETIREMENT AND RELEASE AGREEMENT THIS
RETIREMENT AND RELEASE AGREEMENT is made and entered into as of  June 1, 2005, by and between STEPHEN A.
GLICKMAN, an individual (hereinafter referred to as Glickman), and Consumer
Programs Incorporated, a Missouri Corporation, on behalf of itself and its
affiliated corporations (hereinafter referred to, alternatively and
collectively, as CPI). WHEREAS,
Glickman has served as an employee of CPI for more than twenty years, including
more than four years as a member of CPIs Executive Committee of Officers; and WHEREAS,
Glickman has decided to retire; and WHEREAS,
Glickman is entitled to certain benefits under his Employment Agreement with
CPI dated as of February 6, 2000 (the Employment Agreement) and under various
benefit plans of CPI; and WHEREAS,
CPI and Glickman desire that Glickmans benefits be valued and paid out in
accordance with the terms set forth in this Agreement; and WHEREAS,
CPI desires to award to Glickman 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.  Glickman shall retire from
employment with CPI as of Friday, July 8, 2005 (the Retirement Date). 2.
  Special Retirement Benefits. (a)
  CPI shall pay to Glickman the gross amount of One Hundred Thousand
Dollars ($100,000.00) in a lump sum on the Retirement Date, which payment
includes compensation for Glickmans accrued, unused vacation as of the
Retirement Date. (b)
  Glickman may continue to participate in CPIs group health plan
with coverage for himself and his spouse at the rates paid by active employees
until he attains age sixty-five. (c)
  Glickman is entitled to death or supplemental retirement benefits
pursuant to subsections 5(g) and 5(i) of the Employment Agreement in the annual
gross amount of Seventy-seven Thousand Dollars ($77,000.00), payable in equal
monthly installments for two hundred forty months, commencing on the earlier of
the month after (i) Glickmans death or (ii) the date on which Glickman attains
sixty-five years of age.  In lieu
thereof, CPI shall pay or cause to be paid to Glickman or to his estate or beneficiaries
in the event of Glickmans death prior to payment, the gross amount of Five
Hundred Fifty-Nine Thousand, Six Hundred Fifteen Dollars and Sixty-one Cents
($559,615.61),  the calculated net
present value of Glickmans death or supplemental retirement benefits
calculated on the basis of a discount rate of 8.73%, as of and payable in a
lump sum on December 30, 2005.  The
payment made by CPI pursuant to this subsection (c) shall be in full and
complete satisfaction of Glickmans death and supplemental retirement benefits
provided under subsections 5(h) and 5(i) of the Employment Agreement; and (d)
  CPI shall engage Glickman as an independent consultant on the terms
set forth on Exhibit A.   3.
Other Benefits.  CPI shall also pay or provide to Glickman
(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 One Hundred Ninety-two
Thousand Five Hundred Dollars ($192,500.00);

(b)     All
of Glickmans vested and accrued benefits under the CPI Retirement Plan and Trust
(the Pension Plan) in accordance with the terms of the Pension Plan;

(c)     A
monthly payment in the amount of
$224.35 commencing the first day of the month following the Retirement
Date and continuing each month thereafter until Glickmans death;

(d)     All
of Glickman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;

(e)     
Rights to exercise options to purchase shares of common stock of CPI Corp.
previously granted to Glickman and described on Exhibit B, attached hereto,
through the earlier of (i) their original expiration date and (ii) the first
anniversary of the Retirement Date; and

(f)     Continued
indemnification rights and benefits for Glickman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 Glickman of the Special Retirement
Benefits described in Section 2 above, Glickman 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 Glickman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 Glickman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.   Glickman 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 Glickman 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 Glickman 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.

11.
  Attorneys Fees.   In the event litigation is
commenced to enforce the provisions of this Agreement, in addition to all other
remedies and damages, the prevailing party shall be entitled to recover
attorneys fees, expert witness fees and other reasonable and customary costs
of litigation.

12.
  Interest  Interest shall accrue and be payable at
the rate of seven percent (7%) per annum on any late payments from original due
date through the date of actual payment.

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

NOTICE
TO MR. GLICKMAN:  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
  8, 2005
  
  /s/ Stephen
  A. GlickmanStephen A.
  Glickman, IndividuallyCONSUMER
  PROGRAMS INCORPORATED, a 
  Missouri corporation, on behalf of itself and its
  affiliated corporationsDate: July
  8, 2005
  
  By: /s/
  David M. MeyerDavid M.
  MeyerIts:
  Chairman and Member of the Office of the Chief Executive