|        |
|--------|
|        |  |  |  |  |
|   |   |   |   |   |

|                                                                                                                                                         |
|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                         |  |
| Delaware(State or other jurisdiction of incorporation or organization)1706 Washington Ave., St. Louis, Missouri(Address of principal executive offices) | 43-1256674(I.R.S. Employer Identification No.)63103(Zip Code) |

----

|                      |
|----------------------|
|                      |  |  |  |
| PART III             |   |   | Page |
|                 |   |   |   |
|   Item 10. |   | Directors, Executive Officers and Corporate Governance | 3 |
|   Item 11. |   | Executive Compensation | 6 |
|   Item 12. |   | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 25 |
|   Item 13. |   | Certain Relationships and Related Transactions, and Director Independence | 26 |
|   Item 14. |   | Principal Accounting Fees and Services | 26 |
|                 |   |   |   |
| PART IV              |   |   |   |
|                 |   |   |   |
|   Item 15. |   | Exhibits and Financial Statement Schedules | 27 |
|                 |   | Signatures | 33 |

----

|                 |
|-----------------|
|                 |  |
| Name            | Principal Occupation, Business Experience and Directorships |
| Michael Glazer  | Mr. Glazer, age 64, has served as President and Chief Executive Officer at Stage Stores (NYSE: SSI) since March 2012.  Prior to that he served as President and Chief Executive Officer of Mattress Giant Corporation, a specialty bedding retailer, since October 2009.  From August 2005 to October 2009, he served as Managing Director of Team Neu, a private equity investment firm located in Pittsfield, MA.  From May 1996 to August 2005, he served as President and Chief Executive Officer of KB Toys, Inc.  He has served as director of Stage Stores since 2001 and served as a director of Big Lots (NYSE: BIG) from 1991 to 2003 and Brookstone and KB Toys, Inc. from 1996 to 2005.  Mr. Glazer received a B.A. from the University of California - Berkeley and an MBA from Columbia University.  The Board concluded that Mr. Glazer brings the requisite skills and experience to serve as a director of the Company, particularly in the areas of i) retail industry experience, in which he has more than 35 years of leadership experience, including his positions held at Stage Stores, Mattress Giant Corporation, KB Toys, Inc., Big Lots, the Bombay Company (formerly listed on the NYSE) and as a director of the Company since 2008, ii) outside board experience, through his director positions at Stage Stores, Brookstone, KB Toys, Inc. and Big Lots, iii) public company experience, through his positions held at Stage Stores, Big Lots and as a director of the Company and iv) executive management experience, through his positions held at Stage Stores, Mattress Giant Corporation, Team Neu, KB Toys, Inc., Big Lots and the Bombay Company. |
| Michael Koeneke | Mr. Koeneke, age 65, is a Managing Partner and Co-founder of Knightspoint Partners LLC (“Knightspoint”), a private equity firm established in 2003, which is engaged in the business of acquiring, holding or disposing of investments in various companies.  He served on the Board of Directors of Ashworth, Inc., a golf apparel company formerly listed on Nasdaq from 2008 to 2009, and on the Board of Directors of Sharper Image Corporation, a multi-channel specialty retailer formerly listed on Nasdaq from 2006 to 2008.  Mr. Koeneke was formerly the Co-Head and then Chairman of Global Mergers and Acquisitions at Merrill Lynch & Co., Inc. (“Merrill Lynch”) from 1997 to 2002, and Head of Mergers and Acquisitions at Credit-Suisse First Boston (“CSFB”) from 1989 to 1993.  Mr. Koeneke received a B.A. from the University of Michigan and an MBA from the Harvard Business School.  The Board concluded that Mr. Koeneke brings the requisite skills and experience to serve as a director of the Company, particularly in the areas of i) executive management experience, through his positions held at Knightspoint, Merrill Lynch and CSFB and ii) retail industry, public company and outside board experience, through his director positions at Ashworth, Inc., the Sharper Image Corporation, and currently, as a director of the Company since 2004. |
| Eric Salus      | Mr. Salus, age 58, has served on the Board of Directors for Sure Fit, Inc., a leading provider of easily-installed furniture covers, slipcovers and decorative accessories, since 2010.  Mr. Salus has also served on the Board of Directors and as a consultant for Oneida Ltd., one of the world's largest marketers of stainless steel silverware and flatware, located in Oneida, New York, since 2006.  Mr. Salus has served as a retail consultant to various companies, including Sharper Image, and investment funds since 2005 and served on the Board of Directors of Ashworth, Inc., makers of Ashworth and Callaway golf apparel, formerly listed on Nasdaq, from 2007 to 2008.  From 2004 to 2005, and 2003 to 2004, Mr. Salus served as President of Macy's Home Store and Bon Macy's, respectively, divisions of Macy's Inc. (NYSE: M), formerly Federated Department Stores.  He previously held the positions of Executive Vice President of Home Store and Cosmetics at Macy's from 1997 to 2003; Executive Vice President and Chief Merchandising and Marketing Officer of Dick's Sporting Goods; and senior positions at Foley's Houston and May D&F.  Mr. Salus received a B.A. from the University of Missouri.  The Board concluded that Mr. Salus has the requisite skills and experience to serve as a director of the Company, particularly in the areas of i) executive management and retail industry experience, in which he has more than 30 years of experience, including his positions held at Macy's and other leading retailers and as a retail consultant and ii) outside board experience, through his director positions held at Sure Fit, Inc., Oneida Ltd. and Ashworth, Inc., and currently, as a director of the Company since 2010. |
| Turner White    | Mr. White, age 63, has served as owner of White and Company, LLC, a consulting and investment firm located in Kansas City, Missouri, since May 2004, and as Executive Professor and Assistant Professor of Management, Helzberg School of Management, Rockhurst University in Kansas City, Missouri, since July 2006.  From May 2000 to May 2004, Mr. White served as President and Chief Executive Officer of Union Station Kansas City, Inc, a non-profit organization.  He was Vice President and East region general manager of Cell Net Data Systems, an investor-owned data management and metering supplier to the electric energy industry, from September 1998 through February 2000. From June 1989 to September 1998, Mr. White was Executive Vice President, Corporate Development, of Kansas City Power & Light Company.  Mr. White received a B.A. from Colorado College and an MBA from Rockhurst University.  The Board concluded that Mr. White brings the requisite skills and experience to serve as a director of the Company, particularly in the areas of i) executive management experience, through his positions held at White and Company, LLC, Union Station Kansas City, Inc. and Kansas City Power & Light Company and ii) retail industry and public company experience, as a director of the Company since 2004. |

----

|                 |
|-----------------|
|                 |  |
| Name            | Principal Occupation, Business Experience and Directorships |
| David Meyer     | Executive Chairman and Director.  Mr. Meyer, age 43, has served as a director and Executive Chairman of the Board since April 2010.  Prior to that time, he had been an independent director and Chairman of the Board since 2004.  From 2004 to 2005, he served in the Company's interim Office of the Chief Executive.  Since 2003, Mr. Meyer has served as a Managing Member of Knightspoint Partners LLC, a firm which he co-founded, that is engaged in the business of acquiring, holding and disposing of investments in various companies.  From 1995 to 2002, Mr. Meyer served in various capacities in the investment banking department of Credit Suisse First Boston, including as a director in the Mergers and Acquisitions and Global Industrial and Services Groups in the firm's London office.  From 2007 to 2008, Mr. Meyer served as Chairman of the Board of Directors of Ashworth, Inc., a golf apparel company formerly listed on Nasdaq.  From 2006 to 2007, Mr. Meyer served as Chairman of the Compensation Committee of the Board of Directors of the Sharper Image Corporation, a multi-channel specialty retailer formerly listed on Nasdaq.  Mr. Meyer received a B.S.E. from Princeton University and an MBA from Stanford University. |
| James J. Abel   | Interim President and Chief Executive Officer and Director.  Mr. Abel, age 66, was appointed to his current position on February 13, 2012.  Prior to the appointment, he had been an independent director of the Company since 2004.  Since August 2011, Mr. Abel has served as a director of LGL Group, Inc. (NYSE Amex: LGL), a holding corporation for M-tron Industries, Inc. which designs and manufactures customized electronic components used primarily to control the frequency or timing of electronic signals in communications systems.  He also served as President and Chief Executive Officer of Financial Executives International (FEI) from May 2008 to February 2009.  FEI is the preeminent organization representing senior financial executives in dealing with the regulatory agencies involved with corporate financial reporting and internal controls.  Mr. Abel retired on December 31, 2007, from positions of Executive Vice President, Secretary, Treasurer and Chief Financial Officer of The Lamson & Sessions Co., a diversified manufacturer and distributor of a broad line of thermoplastic electrical, consumer, telecommunications and engineered sewer products for major domestic markets.  Mr. Abel served as an executive officer of The Lamson & Sessions Co. from December 1990 and a director from 2000 until his retirement.  Mr. Abel received a B.S. from Purdue University and an MBA from St. John's University (N.Y.). |
| Dale Heins      | Executive Vice President, Finance, Chief Financial Officer and Treasurer.  Mr. Heins, age 49, was promoted to his current position in April 2008.  From July 2005 to April 2008, Mr. Heins served as Vice President, Corporate Controller, Principal Accounting Officer and Assistant Treasurer, after serving the Company in various other financial positions since 1987. |
| Thomas Gallahue | Executive Vice President, Operations.  Mr. Gallahue, age 62, joined the Company in April 2002 in the position of Vice President, Sales Development and Operations and was appointed to his current position in November 2002.  Prior to joining the Company, Mr. Gallahue enjoyed a thirty-year career with Sears, Roebuck & Co. where he held various positions, including Store Manager, Region Product Service Manager, Director of Sales Development for Home Appliances and District General Manager. |
| Keith Laakko    | Executive Vice President, Chief Marketing Officer.  Mr. Laakko, age 46, joined the Company in his current position in January 2006.  He served as Category Marketing Director for Consumer Controls Brands of Spectrum Brands from 2004 until he joined the Company.  From 2000 to 2004, Mr. Laakko held marketing positions with Eastman Kodak Company, including Director of New Business Development, Business to Business, and Director of Corporate Branding from 2003 to 2004, Director of Global Brand Communication from 2001 to 2003 and Marketing Director, Strategic Web Partnerships and Online Community from 2000 to 2001.  He also held marketing positions with The Coca-Cola Company, Hasbro Toys and Mattel. |
| Jane Nelson     | General Counsel and Secretary.  Ms. Nelson, age 62, joined the Company in 1988 as Assistant General Counsel and subsequently served as Associate General Counsel and Assistant Secretary.  She was promoted to her current position in 1993. |
| Rose O'Brien    | Vice President, Finance/Controller and Principal Accounting Officer.  Ms. O'Brien, age 51, joined the Company in August 2005 as Assistant Controller and was promoted to her current position in April 2008.  Prior to joining the Company, Ms. O'Brien was the Director of Special Projects at Insituform, Inc., a provider of trenchless technology, from September 2004 to July 2005.  She was the Controller at Growing Family, Inc., a baby portrait photography company from November 2000 to September 2004.  Prior to November 2000, Ms. O'Brien held financial management positions with both public and privately held companies in the St. Louis area and also served for seven years in the Audit Department of Price Waterhouse. |

----

----

----

|         |                                                                                                                                           |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------|
| • | Exceptional individual and team performance should be recognized and rewarded (and thereby encouraged) at all levels of the organization. |

|         |                                                                                         |
|---------|-----------------------------------------------------------------------------------------|
| • | Rewards should be tied to the creation of stockholder value and its underlying drivers. |

|         |                                                                                                                                 |
|---------|---------------------------------------------------------------------------------------------------------------------------------|
| • | Advice regarding the executive pay and governance provisions of the Dodd-Frank Wall Street Reforms and Consumer Protection Act; |

|         |                                                         |
|---------|---------------------------------------------------------|
| • | Advice regarding annual and long-term incentive trends; |

|         |                                                               |
|---------|---------------------------------------------------------------|
| • | Advice regarding compensation for the Executive Chairman; and |

|         |                                                                                                                                                        |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Advice regarding compensation for the Interim Chief Executive Officer and President who assumed his position shortly after the end of fiscal year 2011 |

----

|         |                             |
|---------|-----------------------------|
| • | Title of Executive Chairman |

|         |                                                                       |
|---------|-----------------------------------------------------------------------|
| • | Annual revenues between one-half to two times the Company's revenues; |

|         |                             |
|---------|-----------------------------|
| • | Specialty retail companies; |

|                                       |
|---------------------------------------|
|                                       |  |  |
| ·  Aaron's Inc         | ·  DSW Inc | ·  Shoe Carnival Inc |
| ·  Blue Nile Inc       | ·  HH Gregg, Inc | ·  Zumiez Inc |
| ·  Columbia Sportswear | ·  Lumber Liquidators |   |

|                                          |
|------------------------------------------|
|                                          |  |  |
| ·  Advisory Board Co      | ·  Credit Acceptance Corp | ·  Finisar Corp |
| ·  Affymetrics Inc        | ·  Daktronics Inc | ·  First Cash Financial |
| ·  Altra Holdings, Inc.   | ·  Diamondrock Hospitality | ·  Fortress Investment |
| ·  Audiovox Corp          | ·  Digital Reality Trust, Inc. | ·  Genco Shipping & Trading |
| ·  Boston Beer Co Inc     | ·  Douglas Emmett Inc. | ·  Genesee & Wyoming Inc |
| ·  Bravo Brio Restaurant  | ·  Drew Industries, Inc | ·  Gleacher & Company |
| ·  Carey W P & Co     | ·  Emulex Corp | ·  Globe Specialty Metals |
| ·  CEC Entertainment Inc. | ·  Encore Capital Group | ·  Gorman Rupp Co |
| ·  China Auto Systems     | ·  Entercom Comm | ·  Grand Canyon Education |
| ·  Cogdell Spencer Inc.   | ·  Evercore Partners | ·  Hanger Orthopedic |
| ·  Conns Inc              | ·  Exponent Inc | ·  Integrad Silicon Solution |
| ·  Corvel Corp            |   |   |

|         |                                                                       |
|---------|-----------------------------------------------------------------------|
| • | Annual revenues between one-half to two times the Company's revenues; |

----

|         |                                       |
|---------|---------------------------------------|
| • | Small box specialty retail companies; |

|         |                                 |
|---------|---------------------------------|
| • | Small box restaurant companies; |

|         |                                                          |
|---------|----------------------------------------------------------|
| • | Customer service element is critical to business; and/or |

|         |                                               |
|---------|-----------------------------------------------|
| • | Companies that operate in a host environment. |

|                                                |
|------------------------------------------------|
|                                                |  |  |
| ·  A.C. Moore Arts & Crafts | ·  CEC Entertainment | ·  Gymboree |
| ·  Bare Escentuals              | ·  Christopher & Banks | ·  Hibbett Sports |
| ·  Big 5 Sporting Goods         | ·  Dennys Corp | ·  Jackson Hewitt Tax Service |
| ·  Buffalo Wild Wings           | ·  Destination Maternity | ·  Nutrisystem |
| ·  Build-A-Bear Workshop        | ·  Einstein Noah Restaurant | ·  Shutterfly |
| ·  California Pizza Kitchen     | ·  Golfsmith International Holdings | ·  Steiner Leisure |

----

----

|                 |
|-----------------|
|                 |  |  |  |  |  |  |
| Name            | Grant Date | Target(#) | Grant DateFair Value of Stock Awards($) |
| Renato Cataldo  | 5/5/2012 | 5,000 |  | $ | 78,250 |  |
| Dale Heins      | 5/5/2012 | 4,250 |  | $ | 66,513 |  |
| David Meyer     | 3/23/2012 | 10,283 |  | $ | 216,766 |  |
| Thomas Gallahue | 5/5/2012 | 4,250 |  | $ | 66,513 |  |
| Keith Laakko    | 5/5/2012 | 3,500 |  | $ | 54,775 |  |

----

|         |                                  |
|---------|----------------------------------|
| • | less than $42 million = no bonus |

|         |                                                                                                         |
|---------|---------------------------------------------------------------------------------------------------------|
| • | between $42 million and $44 million = pro-rated bonus starting at $150,000, up to a maximum of $300,000 |

|         |                                                                                                           |
|---------|-----------------------------------------------------------------------------------------------------------|
| • | over $44 million = $300,000 plus $37,500 for each $1,000,000 by which Adjusted EBITDA exceeds $44 million |

----

----

|                                       |
|---------------------------------------|
|                                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name andPrincipal Position            | Year | Salary($) | Stock Awards($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | Change in Pension Value($) (3) | All Other Compensation ($) (4) | Total($) |
| Renato Cataldo (8)                    |   |   |   |   |   |   |   |   |
|   President and Chief       | 2011 | $ | 475,000 |  | $ | 108,711 |  | (5 | ) | $ | 25,000 |  | $ | — |  | $ | 28,399 |  | $ | 637,110 |  |
|   Executive Officer         | 2010 | $ | 475,000 |  | $ | 312,015 |  | (6 | ) | $ | 105,000 |  | $ | — |  | $ | 29,053 |  | $ | 921,068 |  |
|                                  | 2009 | $ | 475,000 |  | $ | 29,611 |  | (7 | ) | $ | 21,250 |  | $ | — |  | $ | 12,626 |  | $ | 538,487 |  |
|                                  |   |   |   |   |   |   |   |   |
| Dale Heins                            |   |   |   |   |   |   |   |   |
|   Executive Vice President, | 2011 | $ | 300,000 |  | $ | 98,836 |  | (5 | ) | $ | 25,000 |  | $ | 15,707 |  | $ | 24,074 |  | $ | 463,617 |  |
|   Chief Financial Officer   | 2010 | $ | 298,077 |  | $ | 240,087 |  | (6 | ) | $ | 75,000 |  | $ | 8,977 |  | $ | 23,574 |  | $ | 645,715 |  |
|   and Treasurer             | 2009 | $ | 280,000 |  | $ | 24,387 |  | (7 | ) | $ | 17,500 |  | $ | 17,813 |  | $ | 10,337 |  | $ | 350,037 |  |
|                                  |   |   |   |   |   |   |   |   |
| David Meyer (9)                       |   |   |   |   |   |   |   |   |
|   Executive Chairman        | 2011 | $ | 300,000 |  | $ | 433,532 |  |   | $ | — |  | $ | — |  | $ | 20,584 |  | $ | 754,116 |  |
|                                  | 2010 | $ | 154,500 |  | $ | 729,335 |  |   | $ | — |  | $ | — |  | $ | 16,086 |  | $ | 899,921 |  |
|                                  | 2009 | $ | 51,000 |  | $ | 278,632 |  |   | $ | — |  | $ | — |  | $ | 2,934 |  | $ | 332,566 |  |
|                                  |   |   |   |   |   |   |   |   |
| Thomas Gallahue                       |   |   |   |   |   |   |   |   |
|   Executive Vice President, | 2011 | $ | 300,000 |  | $ | 96,473 |  | (5 | ) | $ | 25,000 |  | $ | 5,073 |  | $ | 26,912 |  | $ | 453,458 |  |
|   Operations                | 2010 | $ | 300,000 |  | $ | 240,087 |  | (6 | ) | $ | 75,000 |  | $ | 3,518 |  | $ | 25,604 |  | $ | 644,209 |  |
|                                  | 2009 | $ | 300,000 |  | $ | 24,387 |  | (7 | ) | $ | 17,500 |  | $ | 6,363 |  | $ | 12,867 |  | $ | 361,117 |  |
|                                  |   |   |   |   |   |   |   |   |
| Keith Laakko                          |   |   |   |   |   |   |   |   |
|   Executive Vice President  | 2011 | $ | 260,000 |  | $ | 73,224 |  | (5 | ) | $ | 12,500 |  | $ | — |  | $ | 21,389 |  | $ | 367,113 |  |
|   Chief Marketing Officer   | 2010 | $ | 257,115 |  | $ | 206,950 |  | (6 | ) | $ | 69,000 |  | $ | — |  | $ | 22,122 |  | $ | 555,187 |  |
|                                  | 2009 | $ | 230,000 |  | $ | 20,905 |  | (7 | ) | $ | 15,000 |  | $ | — |  | $ | 11,685 |  | $ | 277,590 |  |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Stock awards issued under the CPI Corp. Omnibus Incentive Plan.  See Note 13 in the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended February 4, 2012 for discussion of valuation methods related to stock awards.  Dividends are earned on restricted stock not yet vested.  Such dividends are included in All Other Compensation as they are earned.  The amounts in the table reflect the aggregate grant-date fair value of the stock awards issued in the respective fiscal year noted. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Value of cash portion of performance bonus awarded under the CPI Corp. Performance Plan.  Amounts are granted and paid in the fiscal year subsequent to the fiscal year for which the performance relates.  The balance of the bonus was awarded in restricted stock and is reflected in the Stock Awards column.  There were no performance bonuses awarded in 2012 as a result of fiscal year 2011 performance. |

|     |                                                                                    |
|-----|------------------------------------------------------------------------------------|
| (3) | Amounts relate to actuarial changes in pension values related to the pension plan. |

----

|     |                                                 |
|-----|-------------------------------------------------|
| (4) | Detail of All Other Compensation is as follows: |

|                 |
|-----------------|
|                 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name            | Year | Dividends Paid on Stock not yet Vested($) | Company401(k)Contribution($) | Life Insurance Premiums($) | Communication Allowance($) | Total($) |
| Renato Cataldo  | 2011 | $ | 16,093 |  | $ | 8,250 |  | $ | 1,656 |  | $ | 2,400 |  | $ | 28,399 |  |
|            | 2010 | $ | 17,257 |  | $ | 8,250 |  | $ | 1,146 |  | $ | 2,400 |  | $ | 29,053 |  |
|            | 2009 | $ | 1,428 |  | $ | 8,250 |  | $ | 748 |  | $ | 2,200 |  | $ | 12,626 |  |
|            |   |   |   |   |   |   |
| Dale Heins      | 2011 | $ | 13,370 |  | $ | 8,250 |  | $ | 954 |  | $ | 1,500 |  | $ | 24,074 |  |
|            | 2010 | $ | 13,291 |  | $ | 8,250 |  | $ | 533 |  | $ | 1,500 |  | $ | 23,574 |  |
|            | 2009 | $ | 1,176 |  | $ | 7,212 |  | $ | 494 |  | $ | 1,455 |  | $ | 10,337 |  |
|            |   |   |   |   |   |   |
| David Meyer     | 2011 | $ | 20,584 |  | $ | — |  | $ | — |  | $ | — |  | $ | 20,584 |  |
|            | 2010 | $ | 16,086 |  | $ | — |  | $ | — |  | $ | — |  | $ | 16,086 |  |
|            | 2009 | $ | 2,934 |  | $ | — |  | $ | — |  | $ | — |  | $ | 2,934 |  |
|            |   |   |   |   |   |   |
| Thomas Gallahue | 2011 | $ | 13,256 |  | $ | 7,500 |  | $ | 4,356 |  | $ | 1,800 |  | $ | 26,912 |  |
|            | 2010 | $ | 13,291 |  | $ | 7,500 |  | $ | 3,013 |  | $ | 1,800 |  | $ | 25,604 |  |
|            | 2009 | $ | 1,176 |  | $ | 8,250 |  | $ | 1,641 |  | $ | 1,800 |  | $ | 12,867 |  |
|            |   |   |   |   |   |   |
| Keith Laakko    | 2011 | $ | 10,826 |  | $ | 8,250 |  | $ | 813 |  | $ | 1,500 |  | $ | 21,389 |  |
|            | 2010 | $ | 11,928 |  | $ | 8,250 |  | $ | 444 |  | $ | 1,500 |  | $ | 22,122 |  |
|            | 2009 | $ | 1,684 |  | $ | 8,250 |  | $ | 376 |  | $ | 1,375 |  | $ | 11,685 |  |

|     |                                                                                          |
|-----|------------------------------------------------------------------------------------------|
| (5) | Three awards of restricted shares were granted to NEO's in fiscal year 2011, as follows: |

|     |                                                                                        |
|-----|----------------------------------------------------------------------------------------|
| (6) | Two awards of restricted shares were granted to NEO's in fiscal year 2010, as follows: |

----

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (7) | The number of restricted shares granted to NEO's in fiscal year 2009 (for fiscal year 2008 performance) was determined by dividing 50% of the value of each individual's total bonus for fiscal year 2008 by the closing price of the Company's common stock at the end of fiscal year 2008 (NYSE: $7.14).  The Compensation Committee selected the closing price of the Company's common stock on the last trading day of the fiscal year because the awards were for fiscal year 2008 performance.  The awards were made on April 27, 2009.  The amounts in the table reflect the aggregate grant-date fair value of the shares awarded on April 27, 2009. |

|     |                                                                                                                                                                                                                                                                                               |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (8) | Effective February 8, 2012, Dr. Cataldo left the Company and Mr. James J. Abel became Interim President and Chief Executive Officer.  For a description of Dr. Cataldo's severance and Mr. Abel's employment agreement, see the discussion in the Compensation Discussion and Analysis above. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (9) | On April 19, 2010, Mr. Meyer was appointed Executive Chairman of the Board of Directors.  Prior to that date, Mr. Meyer served as the Company's non-Executive Chairman.  As such, Mr. Meyer's compensation in fiscal year 2009 and from February 7, 2010 through April 18, 2010 related to his services as the Company's non-Executive Chairman of the Board and from April 19, 2010 through February 4, 2012 related to his services as the Company's Executive Chairman of the Board. |

|                                                                                                                                                                             |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                             |  |  |  |  |
| Grant Date                                                                                                                                                                  | Number of Shares Granted | Vesting Date | Explanation |
| 2/12/2010                                                                                                                                                                   | 2,860 |  | 2/5/2011 | Director's election to receive restricted stock in lieu of cash compensation for fiscal year 2010 board and committee retainers. |
|                                                                                                                                                                        |   |   |   |
| 2/19/2010                                                                                                                                                                   | 3,823 |  | 5/1/2010 | Fiscal year 2010 first quarter retainer pursuant to an amendment dated February 12, 2010, to the September 25, 2009 Chairman's Agreement. |
|                                                                                                                                                                        |   |   |   |
| 3/29/2010                                                                                                                                                                   | 27,403 |  | 3/29/2010 | Chairman's bonus for fiscal year 2009 performance pursuant to an amendment dated September 25, 2009, to the September 22, 2008 Chairman's Agreement. |
|                                                                                                                                                                        |   |   |   |
| 4/19/2010                                                                                                                                                                   | 4,290.5 |  | 2/5/2011 | Long-term incentive plan restricted stock, pursuant to the Executive Chairman's Agreement dated April 19, 2010. |
|                                                                                                                                                                        | 4,290.5 |  | 2/4/2012 |   |
|                                                                                                                                                                        | 4,290.5 |  | 2/2/2013 |   |
|                                                                                                                                                                        | 4,290.5 |  | 2/1/2014 |   |
| The amounts in the “Summary Compensation Table” above reflect the aggregate grant-date fair value of the shares awarded on the various grant dates noted above. |

----

|                 |
|-----------------|
|                 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|            |   | Grant Date(1) | Payouts Under Non-Equity Incentive Plan Awards | Payouts Under Equity Incentive Plan Awards | Grant Date Fair Value of Stock Awards($) (3) |
| Name            | Award Type | Threshold($) | Target($) (2) | Max($) | Threshold(#) | Target(#) (3) | Max(#) |
| Renato Cataldo  | PerformanceAward (4) | 3/8/2011 | $ | — |  | $ | 25,000 |  | $ | — |  | — |  | 1,285 |  | — |  | $ | 27,769 |  |
|            | Supplemental Award (4) | 5/5/2011 | $ | — |  | $ | — |  | $ | — |  | — |  | 172 |  | — |  | $ | 2,692 |  |
|            | Long-Term Incentive Award (4) | 5/5/2011 | $ | — |  | $ | — |  | $ | — |  | — |  | 5,000 |  | — |  | $ | 78,250 |  |
|            |   |   |   |   |   |   |   |   |   |
| Dale Heins      | PerformanceAward (4) | 3/8/2011 | $ | — |  | $ | 25,000 |  | $ | — |  | — |  | 1,285 |  | — |  | $ | 27,769 |  |
|            | Supplemental Award (4) | 5/5/2011 | $ | — |  | $ | — |  | $ | — |  | — |  | 291 |  | — |  | $ | 4,554 |  |
|            | Long-Term Incentive Award (4) | 5/5/2011 | $ | — |  | $ | — |  | $ | — |  | — |  | 4,250 |  | — |  | $ | 66,513 |  |
|            |   |   |   |   |   |   |   |   |   |
| David Meyer     | PerformanceAward (5) | 3/23/2011 | $ | — |  | $ | — |  | $ | — |  | — |  | 10,283 |  | — |  | $ | 216,766 |  |
|            | Long-Term Incentive Award (5) | 3/23/2011 | $ | — |  | $ | — |  | $ | — |  | — |  | 10,283 |  | — |  | $ | 216,766 |  |
|            |   |   |   |   |   |   |   |   |   |
| Thomas Gallahue | PerformanceAward (4) | 3/8/2011 | $ | — |  | $ | 25,000 |  | $ | — |  | — |  | 1,285 |  | — |  | $ | 27,769 |  |
|            | Supplemental Award (4) | 5/5/2011 | $ | — |  | $ | — |  | $ | — |  | — |  | 140 |  | — |  | $ | 2,191 |  |
|            | Long-Term Incentive Award (4) | 5/5/2011 | $ | — |  | $ | — |  | $ | — |  | — |  | 4,250 |  | — |  | $ | 66,513 |  |
|            |   |   |   |   |   |   |   |   |   |
| Keith Laakko    | PerformanceAward (4) | 3/8/2011 | $ | — |  | $ | 12,500 |  | $ | — |  | — |  | 643 |  | — |  | $ | 13,895 |  |
|            | Supplemental Award (4) | 5/5/2011 | $ | — |  | $ | — |  | $ | — |  | — |  | 291 |  | — |  | $ | 4,554 |  |
|            | Long-Term Incentive Award (4) | 5/5/2011 | $ | — |  | $ | — |  | $ | — |  | — |  | 3,500 |  | — |  | $ | 54,775 |  |

|     |                                                                                                                                         |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------|
| (1) | With the exception of Mr. Meyer, awards to NEO's were granted on March 8, 2011 and May 5, 2011, and relate to fiscal year 2010 service. |

|     |                                                                                                                                            |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Amounts are cash bonuses for 2010 performance awards under the CPI Corp. Performance Plan which were granted and paid in fiscal year 2011. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | With the exception of Mr. Meyer, the portion of a participant's incentive compensation award is calculated by dividing (1) that portion of the participant's incentive compensation award payable in restricted shares for the fiscal year by (2) the fair market value of one share of common stock measured as of the last day of the fiscal year.  The restricted shares are subject to restrictions on transferability, as well as vesting and forfeiture restrictions.  Dividends are paid on restricted shares.  Termination due to death, disability or normal retirement (65 or older) results in automatic waiver of the uncompleted portion of restriction. The shares vest automatically upon a change of control. |

|     |                                                                                  |
|-----|----------------------------------------------------------------------------------|
| (4) | Awards of restricted shares granted to NEO's in fiscal year 2011 are as follows: |

----

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (5) | Includes incentive plan grants and certain grants related to Mr. Meyer's service as Executive Chairman of the Board during fiscal year 2011.  Stock awards were granted under the Executive Chairman's Agreement, dated March 18, 2011, pursuant to the CPI Corp. Omnibus Incentive Plan.  10,283 shares of restricted stock were awarded on March 23, 2011 and vested immediately.  The additional 10,283 shares awarded on March 23, 2011 related to long-term incentives and vest in 25% increments on the last day of the fiscal year over a four year period commencing with fiscal year 2011. |

----

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |  |  |  |  |  |
|               | Option Awards | Stock Awards |
| Name               | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price($) | Option Expiration Date | Equity Incentive Plan Awards:  Number of Unearned Shares, Units or Other Rights that Have Not Vested(#) (2) | Equity Incentive Plan Awards:  Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested($) (2) |
| Renato Cataldo (3) | — |  | 33,333 |  | $ | 13.58 |  | 8/14/2018 | 11,250 |  | $ | 17,888 |  |
| Dale Heins         | — |  | 16,667 |  | $ | 13.58 |  | 8/14/2018 | 9,188 |  | $ | 14,609 |  |
| David Meyer        | 10,000 |  | 50,000 |  | $ | 12.21 |  | 9/22/2013 | 16,293 |  | $ | 25,906 |  |
| Thomas Gallahue    | — |  | 10,000 |  | $ | 13.58 |  | 8/14/2018 | 9,188 |  | $ | 14,609 |  |
| Keith Laakko       | — |  | 13,333 |  | $ | 13.58 |  | 8/14/2018 | 7,625 |  | $ | 12,124 |  |

|     |                                                                                                                                                                                                                                |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | All options are vested, but not exercisable in full.  The options become exercisable in equal amounts when the common stock trades in excess of $45.00 and $65.00, respectively, for a minimum of 20 consecutive trading days. |

|     |                                                                                                                                                                                                      |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Amounts represent long-term incentive awards that vest in 25% increments on the last day of the fiscal year through fiscal year 2014.  Awards issued and the related vesting schedule is as follows: |

|                 |
|-----------------|
|                 |  |  |  |  |  |  |  |  |  |
| Name            | Grant Date | Vesting Date | Total Stock Awards (#) |
| 2/2/2013        | 2/1/2014 | 2/7/2015 |
| Renato Cataldo  | 3/12/2010 | 3,750 |  | 3,750 |  | — |  | 7,500 |  |
|            | 5/5/2011 | 1,250 |  | 1,250 |  | 1,250 |  | 3,750 |  |
|            |   |   |   |   | 11,250 |  |
|            |   |   |   |   |   |
| Dale Heins      | 3/12/2010 | 3,000 |  | 3,000 |  | — |  | 6,000 |  |
|            | 5/5/2011 | 1,063 |  | 1,063 |  | 1,062 |  | 3,188 |  |
|            |   |   |   |   | 9,188 |  |
|            |   |   |   |   |   |
| David Meyer     | 4/19/2010 | 4,291 |  | 4,290 |  | — |  | 8,581 |  |
|            | 3/23/2011 | 2,571 |  | 2,571 |  | 2,570 |  | 7,712 |  |
|            |   |   |   |   | 16,293 |  |
|            |   |   |   |   |   |
| Thomas Gallahue | 3/12/2010 | 3,000 |  | 3,000 |  | — |  | 6,000 |  |
|            | 5/5/2011 | 1,063 |  | 1,063 |  | 1,062 |  | 3,188 |  |
|            |   |   |   |   | 9,188 |  |
|            |   |   |   |   |   |
| Keith Laakko    | 3/12/2010 | 2,500 |  | 2,500 |  | — |  | 5,000 |  |
|            | 5/5/2011 | 875 |  | 875 |  | 875 |  | 2,625 |  |
|            |   |   |   |   | 7,625 |  |

----

|     |                                                                                                                                                               |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Effective February 8, 2012, Dr. Cataldo left the Company and forfeited 33,333 unexercised options and 11,250 restricted stock awards that had not yet vested. |

|                 |
|-----------------|
|                 |  |  |  |  |  |  |  |  |
|            | Option Awards | Stock Awards |
| Name            | Number of Shares Acquired on Exercise(#) (1) | Value Realized on Exercise($) (1) | Number of Shares Acquired on Vesting(#) (2) | Value Realized on Vesting($) (2) |
| Renato Cataldo  | — |  | — |  | 6,457 |  | 10,267 |  |
| Dale Heins      | 8,333 |  | 91,746 |  | 5,639 |  | 8,966 |  |
| David Meyer (3) | — |  | — |  | 17,145 |  | 235,285 |  |
| Thomas Gallahue | 7,500 |  | 82,575 |  | 5,488 |  | 8,726 |  |
| Keith Laakko    | — |  | — |  | 4,309 |  | 6,851 |  |

|     |                                                                                                                                                                                                                                                                   |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | For the shares acquired on exercise during fiscal year 2011, the value realized on exercise is calculated by multiplying the number of options exercised by the difference between the Company's closing stock price on the exercise date and the exercise price. |

|     |                                                                                                                                                                                                                                                                                                                                                                                     |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | With the exception of Mr. Meyer, shares represent restricted stock awarded in fiscal years 2010 and 2011 related to service performance and long-term incentives that vested on the last day of fiscal year 2011.  The respective value realized is calculated by multiplying the number of shares acquired on vesting by the Company's closing stock price on the date of vesting. |

|     |                                                                                                                                                                                |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Shares represent restricted stock granted to Mr. Meyer in fiscal years 2010 and 2011 that vested on various dates throughout fiscal year 2011 and were awarded as follows: |

|            |
|------------|
|            |  |  |  |  |
| Grant Date | Number of Shares Granted | Vesting Date | Explanation |
| 3/23/2011  | 10,283 |  | 3/23/2011 | Chairman's discretionary bonus pursuant to the Executive Chairman's Agreement dated March 18, 2011. |
|       |   |   |   |
| 4/19/2010  | 4,291 |  | 2/5/2012 | Portion of long-term incentive award that vested in fiscal year 2011, pursuant to the Executive Chairman's Agreement dated April 19, 2010. |
|       |   |   |   |
| 3/23/2011  | 2,571 |  | 2/5/2012 | Portion of long-term incentive award that vested in fiscal year 2011, pursuant to the Executive Chairman's Agreement dated March 18, 2011. |

----

|                     |
|---------------------|
|                     |  |  |  |  |  |  |  |
| Name                | Plan Name | Number of Years of Credited Service(#) | Present Value of Accumulated Benefits($) | Payments During Last Fiscal Year($) |
| Renato Cataldo (1)  | Retirement Plan | — |  | — |  | — |  |
| Dale Heins (2)      | Retirement Plan | 17 |  | 81,576 |  | — |  |
| David Meyer (3)     | Retirement Plan | — |  | — |  | — |  |
| Thomas Gallahue (2) | Retirement Plan | 2 |  | 39,753 |  | — |  |
| Keith Laakko (1)    | Retirement Plan | — |  | — |  | — |  |

|     |                                                                                                                                                                                                            |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Years of actual service differ from the years of credited service because the plan was frozen in 2004 and Dr. Cataldo and Mr. Laakko were not yet employed.  See description of the retirement plan below. |

|     |                                                                                                        |
|-----|--------------------------------------------------------------------------------------------------------|
| (2) | Years of actual service differ from the years of credited service because the plan was frozen in 2004. |

|     |                                                    |
|-----|----------------------------------------------------|
| (3) | Mr. Meyer is not eligible for the retirement plan. |

----

|                               |
|-------------------------------|
|                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                          |   | RenatoCataldo (1) | DaleHeins | DavidMeyer (2) | ThomasGallahue | KeithLaakko |
| Termination with cause (3)    |   |   |   |   |   |
|                          | Pension (4) | $ | — |  | $ | 81,576 |  | $ | — |  | $ | 39,753 |  | $ | — |  |
|                          |   |   |   |   |   |   |
| Termination without cause (3) |   |   |   |   |   |
|                          | Salary | $ | 475,000 |  | $ | 300,000 |  | $ | — |  | $ | 300,000 |  | $ | 260,000 |  |
|                          | Restricted stock awards | — |  | — |  | 25,906 |  | — |  | — |  |
|                          | Stock option awards | — |  | — |  | — |  | — |  | — |  |
|                          | Pension (4) | — |  | 81,576 |  | — |  | 39,753 |  | — |  |
|                          | Total | $ | 475,000 |  | $ | 381,576 |  | $ | 25,906 |  | $ | 339,753 |  | $ | 260,000 |  |
|                          |   |   |   |   |   |   |
| Retirement or resignation     |   |   |   |   |   |
|                          | Restricted stock awards | $ | — |  | $ | — |  | $ | — |  | $ | — |  | $ | — |  |
|                          | Stock option awards | — |  | — |  | — |  | — |  | — |  |
|                          | Pension (4) | — |  | 81,576 |  | — |  | 39,753 |  | — |  |
|                          | Total | $ | — |  | $ | 81,576 |  | $ | — |  | $ | 39,753 |  | $ | — |  |
|                          |   |   |   |   |   |   |
| Death                         |   |   |   |   |   |
|                          | Restricted stock awards | $ | — |  | $ | — |  | $ | 25,906 |  | $ | — |  | $ | — |  |
|                          | Stock option awards | — |  | — |  | — |  | — |  | — |  |
|                          | Pension (4) | — |  | 81,576 |  | — |  | 39,753 |  | — |  |
|                          | Life insurance | 650,000 |  | 600,000 |  | — |  | 600,000 |  | 520,000 |  |
|                          | Total | $ | 650,000 |  | $ | 681,576 |  | $ | 25,906 |  | $ | 639,753 |  | $ | 520,000 |  |
|                          |   |   |   |   |   |   |
| Disability                    |   |   |   |   |   |
|                          | Restricted stock awards | $ | — |  | $ | — |  | $ | 25,906 |  | $ | — |  | $ | — |  |
|                          | Stock option awards | — |  | — |  | — |  | — |  | — |  |
|                          | Disability benefits (5) | 1,355,658 |  | 1,444,621 |  | — |  | 467,629 |  | 1,548,783 |  |
|                          | Pension (4) | — |  | 81,576 |  | — |  | 39,753 |  | — |  |
|                          | Total | $ | 1,355,658 |  | $ | 1,526,197 |  | $ | 25,906 |  | $ | 507,382 |  | $ | 1,548,783 |  |
|                          |   |   |   |   |   |   |
| Change of Control (6)         |   |   |   |   |   |
|                          | Restricted stock awards (6) | $ | 17,888 |  | $ | 14,609 |  | $ | 25,906 |  | $ | 14,609 |  | $ | 12,124 |  |
|                          | Stock option awards (6) | — |  | — |  | — |  | — |  | — |  |
|                          | Total | $ | 17,888 |  | $ | 14,609 |  | $ | 25,906 |  | $ | 14,609 |  | $ | 12,124 |  |
|                          |   |   |   |   |   |   |

|     |                                                                                                                                                                                                                                                                                                                        |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Effective February 8, 2012, Dr. Cataldo left his position as Chief Executive Officer of the Company.  In accordance with his employment agreement, he received a gross severance payment of $475,000, on April 9, 2012.  He forfeited his right to any unexercisable stock options and unvested restricted stock. |

|     |                                                                                                                                                                                                                                              |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | With the exception of restricted stock and stock option awards, Mr. Meyer is not eligible for future payments.  In the event of a termination of service on the Board by reason of death, permanent disability or an involuntary termination |

----

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Termination for cause is triggered by an act in bad faith and to the detriment of the Company, refusal or failure to act in substantial accordance with any written material direction or order of the Company, repeated unfitness or unavailability for service, disregard of the Company's rules or policies after reasonable notice and opportunity to cure, conviction of a crime involving dishonesty, breach of trust or physical or emotional harm to any person, breach of the employment agreement or other contractual obligation to the Company.  These benefits are paid in a lump sum at the time of termination. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (4) | Retirement is the voluntary or involuntary termination of employment after attaining age 65.  Employees who reach age 55 and have 15 years of service may elect early retirement benefits.  Retirement benefits are payable monthly for life.  Options to cover spouses are available for a reduced benefit.  If an employee dies prior to retirement age, his or her spouse is entitled to 50% of his benefits at the employee's retirement age.  If an employee terminates prior to retirement age, he or she can apply for vested pension benefits once they reach retirement age. |

|     |                                                                                      |
|-----|--------------------------------------------------------------------------------------|
| (5) | Disability benefits for all NEO's are under the same plan as all salaried employees. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (6) | Pursuant to restricted stock and stock option agreements with the NEO's, upon a change of control, all outstanding restricted stock awards becomes immediately vested and all unexercisable stock options become immediately vested and exercisable as of the date of the change of control.  For restricted stock awards, the values in the table above are calculated by multiplying the number of outstanding shares of restricted stock as of February 4, 2012 by the Company's closing stock price on February 4, 2012 (NYSE: $1.59).  For stock option awards, the values in the table above are calculated by multiplying the number of unexercisable stock options as of February 4, 2012, by the difference between the Company's closing stock price on February 4, 2012 and the exercise price, as noted in the “Outstanding Equity Awards at 2011 Fiscal Year-End” table above. |

----

|                  |
|------------------|
|                  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name             | Fees Earned orPaid in Cash($) | Stock Awards($) (1) (5) | All Other Compensation($) (2) | Total($) |
| James Abel       | $ | 46,500 |  | $ | 136,878 |  | $ | 6,651 |  | $ | 190,029 |  |
| Michael Glazer   | $ | 40,500 |  | $ | 113,725 |  | $ | 5,526 |  | $ | 159,751 |  |
| Michael Koeneke  | $ | 37,500 |  | $ | 113,725 |  | $ | 5,526 |  | $ | 156,751 |  |
| Eric Salus (3)   | $ | 73,500 |  | $ | 74,047 |  | $ | 3,598 |  | $ | 151,145 |  |
| Turner White (4) | $ | 54,000 |  | $ | 113,725 |  | $ | 5,526 |  | $ | 173,251 |  |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | The Board of Directors maintains a CPI Corp. Non-Employee Directors Restricted Stock Policy (the "Policy") pursuant to the Omnibus Incentive Plan.  The purpose of the Policy is to advance the interests of the Company and its stockholders by enabling the directors who are not employees of the Company to elect each year to receive shares of restricted common stock of the Company ("Restricted Shares") in lieu of up to 100%, but not less than 50%, of the $30,000 annual retainer in cash they receive as directors of the Company.  Directors who chair committees of the Board may also elect to receive restricted shares in lieu of an annual retainer in cash for their service as committee chairmen.  Additionally, directors are also awarded $70,000 in restricted stock as part of their annual retainer, valued as of the first day of the fiscal year and vesting as of the last day of the fiscal year (February 4, 2012).  These restricted shares are included in the table above, valued at the aggregate grant-date fair value of the shares issued on February 16, 2011. |

|     |                                                                                                                                                                                                                                                             |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Included in the “Fees Earned or Paid in Cash” column in the table above is $30,000 paid to Mr. Salus for his annual cash retainer for serving as a director of the Company and $1,500 for consulting work he performed during fiscal year 2011. |

|     |                                                                                                                                                                                                                             |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (4) | Included in the “Fees Earned or Paid in Cash” column in the table above is $7,500 paid to Mr. White for his annual cash retainer for serving as Chairman of the Compensation Committee during fiscal year 2011. |

|     |                                                                                                                                                                                                                                                                                                                                                                            |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (5) | As of the end of fiscal year 2011, no directors, with the exception of Mr. David Meyer, held shares of unvested restricted stock or outstanding stock option awards.  As of the end of fiscal year 2011, Mr. Meyer held 16,293 shares of unvested restricted stock and had 10,000 stock options exercisable (his remaining 50,000 share options were not exercisable as of |

----

|                                                          |
|----------------------------------------------------------|
|                                                          |  |  |  |  |  |  |  |  |  |  |
| Name                                                     | Amount of Record | Restricted Shares (1) | Vested Options (2) | Total | Percent of Shares Outstanding |
| James Abel                                               | 41,062 |  | — |  | — |  | 41,062 |  | * |  |
| Renato Cataldo                                           | 46,392 |  | — |  | — |  | 46,392 |  | * |  |
| Thomas Gallahue                                          | 12,819 |  | 9,188 |  | — |  | 22,007 |  | * |  |
| Michael Glazer                                           | 25,880 |  | — |  | — |  | 25,880 |  | * |  |
| Dale Heins                                               | 16,681 |  | 9,188 |  | — |  | 25,869 |  | * |  |
| Michael Koeneke                                          | 42,966 |  | — |  | — |  | 42,966 |  | * |  |
| Keith Laakko                                             | 15,070 |  | 7,625 |  | — |  | 22,695 |  | * |  |
| David Meyer                                              | 247,393 |  | 16,293 |  | 10,000 |  | 273,686 |  | 3.9 | % |
| Eric Salus                                               | 6,217 |  | — |  | — |  | 6,217 |  | * |  |
| Turner White                                             | 27,957 |  | — |  | — |  | 27,957 |  | * |  |
|                                                     |   |   |   |   |   |
| Directors and Executive Officers as a group (11 persons) | 502,737 |  | 50,293 |  | 10,000 |  | 563,030 |  | 8.0 | % |
|                                                     |   |   |   |   |   |

|     |                                                                                                                                                                                                                                                    |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | The restricted shares in the table for executive officers relate to the remaining unvested long-term incentive awards granted in fiscal years 2010 and 2011, which vest in various increments on the last day of fiscal years 2012, 2013 and 2014. |

|     |                                                                                                                                                                                                                                                           |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | The table does not include vested stock options of 10,000, 16,667 and 13,333 for Messrs. Gallahue, Heins and Laakko, respectively, or vested stock options of 50,000 for Mr. Meyer, as these options were not exercisable as of the fiscal year 2011  |

----

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |
|               |   |   |   |   |
|               | Fiscal 2011 |   | Fiscal 2010 |   |
| Audit Fees         | $ | 870,800 |  |   | $ | 630,000 |  |   |
| Audit-Related Fees | — |  |   | — |  |   |
| Tax Fees           | 76,357 |  |   | 66,362 |  |   |
| All Other Fees     | — |  |   | — |  |   |
|               |   |   |   |   |
| Total              | $ | 947,157 |  |   | $ | 696,362 |  |   |
|               |   |   |   |   |

----

----

|         |
|---------|
|         |  |  |
| EXHIBIT |   |   |
| NUMBER  |   | DESCRIPTION |
|    |   |   |
| (3.1)   |   | Articles of Incorporation of the Company, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 1989 on Form 10-K, Exhibit 3.1, filed April 30, 1990. |
|    |   |   |
| (3.2)   |   | Certificate of Amendment of Certificate of Incorporation, dated August 29, 2011, incorporated by reference to CPI Corp.'s Form 10-Q, Exhibit 10.53, filed December 22, 2011. |
|    |   |   |
| (3.3)   |   | Amended and Restated By-laws of the Company,  effective November 24, 2008, and incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 3.1, filed December 1, 2008. |
|    |   |   |
| (4.1)   |   | Form of Rights Agreement, dated as of March 13, 2000, between CPI Corp. and Harris Trust and Savings Bank, incorporated by reference to CPI Corp.'s Form 8-A, Exhibit 4.5, dated March 14, 2000. |
|    |   |   |
| (4.2)   |   | First Amendment to Form of Rights Agreement, dated September 5, 2007, by and between CPI Corp. and Computershare Trust Company, N.A., incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 4.1, filed September 6, 2007. |
|    |   |   |
| (4.3)   |   | Second Amendment to Form of Rights Agreement, dated December 21, 2007, by and between CPI Corp. and Computershare Trust Company, N.A., incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 4.1, filed December 21, 2007. |
|    |   |   |
| (4.4)   |   | Third Amendment to Form of Rights Agreement, dated March 12, 2010, by and between CPI Corp. and Computershare Trust Company, N.A., incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.1, filed March 18, 2010. |
|    |   |   |
| (10.1)  |   | License Agreement Sears, Roebuck De Puerto Rico, Inc., dated January 1, 1999, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 1998 on Form 10-K, Exhibit 10.30, filed May 5, 1999. |
|    |   |   |
| (10.2)* |   | Employment Agreement dated December 31, 2008, by and between Jane E. Nelson and CPI Corp., incorporated by reference to CPI Corp.'s Form 8-K, Exhibit A within Exhibit 10.67, filed January 7, 2009. |
|    |   |   |
| (10.3)* |   | CPI Corp. Non-Employee Directors Restricted Stock Policy pursuant to the CPI Corp. Omnibus Incentive Plan effective as of August 14, 2008, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2008 on Form 10-K, Exhibit 10.31, filed April 23, 2009. |
|    |   |   |
| (10.4)* |   | CPI Corp. Non-Employee Directors Restricted Stock Policy (Restricted Stock Election), effective August 14, 2008, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2008 on Form 10-K, Exhibit 10.33, filed April 23, 2009. |
|    |   |   |
| (10.5)* |   | Form of Option Agreement, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.1, filed August 21, 2008. |
|    |   |   |
| (10.6)* |   | CPI Corp. Omnibus Incentive Plan, incorporated by reference to CPI Corp.'s Form DEF 14A, Annex A, filed June 23, 2008. |

----

|          |
|----------|
|          |  |  |
| EXHIBIT  |   |   |
| NUMBER   |   | DESCRIPTION |
|     |   |   |
| (10.7)*  |   | Employment Agreement by and between CPI Corp. and Renato Cataldo, incorporated by reference to CPI Corp.'s Form 10-Q, Exhibit 10.10, filed September 1, 2005.  File No.  1-10204 |
|     |   |   |
| (10.8)*  |   | Confidentiality, Noncompetition and Nonsolicitation Agreement by and between CPI Corp. and Renato Cataldo, incorporated by reference to CPI Corp.'s Form 10-Q, Exhibit 10.104, filed September 1, 2005. |
|     |   |   |
| (10.9)*  |   | Letter from the Company regarding Supplemental Retirement Benefits, dated June 28, 2006, delivered to Jane E. Nelson, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.62, filed July 5, 2006. |
|     |   |   |
| (10.10)* |   | Employment Agreement dated September 12, 2007, by and between Thomas Gallahue and CPI Corp., incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.60, filed September 18, 2007. |
|     |   |   |
| (10.11)  |   | Purchase and Sale Agreement dated as of May 1, 2007, by and among Portrait Corporation of America, PCA LLC, American Studios, Inc., PCA Photo Corporation of Canada, PCA National LLC, PCA Finance Corp., Inc., Photo Corporation of America, Inc., (each, a "Seller") and CPI Corp., incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 2.1, filed May 3, 2007. |
|     |   |   |
| (10.12)  |   | Amendment No. 1 to the Purchase and Sale Agreement dated as of May 1, 2007, by and among Portrait Corporation of America, PCA LLC, American Studios, Inc., PCA Photo Corporation of Canada, PCA National LLC, PCA Finance Corp., Inc., Photo Corporation of America, Inc., (each, a "Seller") and CPI Corp., such amendment effective as of May 21, 2007, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 2.1, filed May 25, 2007. |
|     |   |   |
| (10.13)  |   | Amendment No. 2 to the Purchase and Sale Agreement dated as of June 8, 2007, by and among Portrait Corporation of America, PCA LLC, American Studios, Inc., PCA Photo Corporation of Canada, PCA National LLC, PCA Finance Corp., Inc., Photo Corporation of America, Inc., (each, a "Seller") and CPI Corp., incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 2.3, filed June 24, 2007. |
|     |   |   |
| (10.14)  |   | Master Lease Agreement between Wal-Mart Stores  East, L.P., Wal-Mart Stores, Inc., Wal-Mart Louisiana, LLC, Wal-Mart Stores Texas, LP and Portrait Corporation of America, Inc., effective June 8, 2007, incorporated by reference to CPI Corp.'s Form 10-Q, Exhibit 10.59, filed August 30, 2007.  (Confidential treatment granted for portions of this document).+ |
|     |   |   |
| (10.15)  |   | First Amendment to the Master Lease Agreement between Wal-Mart Stores, East, LP, Wal-Mart Stores, Inc., Wal-Mart Louisiana, LLC, Wal-Mart Stores Texas, LP and Portrait Corporation of America, Inc., effective June 8, 2007, incorporated by reference to CPI Corp.'s Form 10-Q, Exhibit 10.60, filed December 20, 2007. |
|     |   |   |
| (10.16)  |   | Second Amendment to the Master Lease Agreement between Wal-Mart Stores, East, LP, Wal-Mart Stores, Inc., Wal-Mart Louisiana, LLC, Wal-Mart Stores Texas, LP and Portait Corporation of America, Inc., effective June 8, 2007, incorporated by reference to CPI Corp.'s Form 10-Q, Exhibit 10.61, filed December 20, 2007. |
|     |   |   |
| (10.17)  |   | License Agreement dated December 22, 2008, by and between CPI Corp., Consumer Programs Incorporated, a subsidiary of Company, and Sears, Roebuck and Co. (confidential treatment requested for portions of this document), incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.1, filed December 24, 2008. |
|     |   |   |
| (10.18)  |   | Letter Agreement dated December 22, 2008, by and between CPI Corp., Consumer Programs Incorporated, a subsidiary of the Company, and Sears, Roebuck and Co., incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.2, filed December 24, 2008. |
|     |   |   |
| (10.19)* |   | Employment Agreement by and between CPI Corp. and Dale Heins, dated April 23, 2008, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.62, filed April 24, 2008. |

----

|          |
|----------|
|          |  |  |
| EXHIBIT  |   |   |
| NUMBER   |   | DESCRIPTION |
|     |   |   |
| (10.20)* |   | Executive Chairman's Agreement by and between CPI Corp. and David Meyer, dated April 19, 2010, incorporated by reference to CPI Corp.'s Form 10-K, Exhibit 10.41, filed April 22, 2010. |
|     |   |   |
| (10.21)  |   | Amendment dated as of February 22, 2010, by and between CPI Corp. and Toys "R" Us - Delaware, Inc. ("Licensor") to the Amended and Restated License Agreement made and entered into as of December 23, 2005, by and between Licensor and Kiddie Kandids, LLC.  Amended and Restated License Agreement made and entered into as of December 23, 2005, by and between Licensor and Kiddie Kandids, LLC.  These documents are incorporated by reference to CPI Corp.'s  Form 10-K, Exhibit 10.42, filed April 22, 2010.  (Confidential treatment granted for portions of these documents).+ |
|     |   |   |
| (10.22)* |   | Employment Agreement by and between CPI Corp. and Keith Laakko, dated December 28, 2005, incorporated by reference to CPI Corp.'s Form 10-K, Exhibit 10.43, filed April 22, 2010. |
|     |   |   |
| (10.23)* |   | Confidentiality, Noncompetition and Nonsolicitation Agreement by and between CPI Corp. and Keith Laakko, dated December 28, 2005, incorporated by reference to CPI Corp.'s Form 10-K, Exhibit 10.44, filed April 22, 2010. |
|     |   |   |
| (10.24)* |   | First Amendment to Employment Agreement by and between CPI Corp. and Keith Laakko, dated December 30, 2005, incorporated by reference to CPI Corp.'s Form 10-K, Exhibit 10.45, filed April 22, 2010. |
|     |   |   |
| (10.25)* |   | Amended and Restated CPI Corp. Retirement Plan, effective January 1, 2010, incorporated by reference to CPI Corp.'s Form 10-K, Exhibit 10.46, filed April 22, 2010. |
|     |   |   |
| (10.26)* |   | CPI Corp. Non-Employee Directors Restricted Stock Award Agreement pursuant to the CPI Corp. Omnibus Incentive Plan effective as of April 15, 2010, incorporated by reference to CPI Corp.'s Form 10-Q, Exhibit 10.47, filed June 9, 2010. |
|     |   |   |
| (10.27)* |   | Restricted Stock Award Agreement pursuant to the Executive Chariman's Agreement by and between CPI Corp. and David Meyer, dated April 19, 2010, incorporated by reference to CPI Corp.'s Form 10-Q, Exhibit 10.48, filed June 9, 2010. |
|     |   |   |
| (10.28)  |   | Credit Agreement dated as of August 30, 2010, among the Company, the financial institutions that are or may from time to time become parties thereto and Bank of America, N.A., as administrative agent for the lenders, and as swing line lender and issuing lender, incorporated by reference to CPI Corp.'s Form 10-Q, Exhibit 10.49, filed September 2, 2010. |
|     |   |   |
| (10.29)  |   | Amendment No. 1 dated December 16, 2011, to the Credit Agreement, dated as of August 30, 2010, among the Company and Bank of America, N.A., as administrative agent for the lenders, incorporated by reference to CPI Corp.'s Form 10-Q, Exhibit 10.54, filed December 22, 2011. |
|     |   |   |
| (10.30)  |   | Amendment No. 3 dated September 8, 2010, effective as of April 15, 2008, to the Master Lease Agreement, dated as of June 8, 2007, as amended on June 20, 2007 and August 20, 2007 (the "Master Lease"), by and between the Company and Wal-Mart Stores East, LP, a Delaware limited partnership, Wal-Mart Stores, Inc., a Delaware corporation, Wal-Mart Louisiana, LLC, a Delaware limited liability company, and Wal-Mart Stores Texas, LLC, a Texas limited partnership, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.2, filed September 14, 2010. |
|     |   |   |
| (10.31)  |   | Amendment No. 4 dated September 8, 2010, effective as of October 30, 2009, to the Master Lease Agreement, dated as of June 8, 2007, as amended on June 20, 2007 and August 20, 2007 (the "Master Lease"), by and between the Company and Wal-Mart Stores East, LP, a Delaware limited partnership, Wal-Mart Stores, Inc., a Delaware corporation, Wal-Mart Louisiana, LLC, a Delaware limited liability company, and Wal-Mart Stores Texas, LLC, a Texas limited partnership, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.3, filed September 14, 2010.  (Confidential treatment granted for portions of this document).+ |

----

|          |
|----------|
|          |  |  |
| EXHIBIT  |   |   |
| NUMBER   |   | DESCRIPTION |
|     |   |   |
| (10.32)  |   | Amendment No. 5 dated September 8, 2010, effective as of June 3, 2010, to the Master Lease Agreement, dated as of June 8, 2007, as amended on June 20, 2007 and August 20, 2007 (the "Master Lease"), by and between the Company and Wal-Mart Stores East, LP, a Delaware limited partnership, Wal-Mart Stores, Inc., a Delaware corporation, Wal-Mart Louisiana, LLC, a Delaware limited liability company, and Wal-Mart Stores Texas, LLC, a Texas limited partnership, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.4, filed September 14, 2010.  (Confidential treatment granted for portions of this document).+ |
|     |   |   |
| (10.33)  |   | Amendment No. 6 dated September 8, 2010, effective as of July 1, 2010, to the Master Lease Agreement, dated as of June 8, 2007, as amended on June 20, 2007 and August 20, 2007 (the "Master Lease"), by and between the Company and Wal-Mart Stores East, LP, a Delaware limited partnership, Wal-Mart Stores, Inc., a Delaware corporation, Wal-Mart Louisiana, LLC, a Delaware limited liability company, and Wal-Mart Stores Texas, LLC, a Texas limited partnership, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.5, filed September 14, 2010.  (Confidential treatment granted for portions of this document).+ |
|     |   |   |
| (10.34)  |   | Amendment No. 7 dated September 11, 2011, to the Master Lease Agreement, dated as of June 8, 2007, as amended on June 20, 2007 and August 20, 2007 (the "Master Lease"), by and between the Company and Wal-Mart Stores East, LP, a Delaware limited partnership, Wal-Mart Stores, Inc., a Delaware Corporation, Wal-Mart Louisiana, LLC, a Delaware limited liability company, and Wal-Mart Stores Texas, LLC, a Texas limited partnership, incorporated by reference to CPI Corp.'s Form 10-Q, Exhibit 10.52, filed December 22, 2011. (Confidential treatment granted for portions of this document).+ |
|     |   |   |
| (10.35)* |   | Form of LTIP Restricted Stock Award Agreement, incorporated by reference to CPI Corp.'s Form 10-Q, Exhibit 10.51, filed December 22, 2010. |
|     |   |   |
| (10.36)  |   | Asset Purchase Agreement dated January 26, 2011, by and among Bella Pictures Holdings, LLC, a Delaware limited liability company (the "Buyer"), Bella Pictures, Inc., a Delaware corporation (the "Company"), CPI Corp., a Delaware corporation ("CPI"), and, with respect to Sections 4.3, 4.5, 4.6, 4.7, 6.1, 6.3, 6.4 and 6.7 and Article 7 of the Agreement only, Foundation Capital IV, L.P. ("Foundation Capital"), incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.6, filed February 1, 2011. |
|     |   |   |
| (10.38)* |   | Form of First Amendment to Offer of Employment, dated December 30, 2010, incorporated by reference to CPI Corp.'s Form 10-K, Exhibit 10.50, filed April 21, 2011. |
|     |   |   |
| (10.39)* |   | Executive Chairman's Agreement by and between CPI Corp. and David Meyer, dated March 18, 2011, incorporated by reference to CPI Corp.'s Form 10-K, Exhibit 10.39, filed May 7, 2012. |
|     |   |   |
| (10.40)* |   | Executive Chairman's Agreement by and between CPI Corp. and David Meyer, dated February 3, 2012, incorporated by reference to CPI Corp.'s Form 10-K, Exhibit 10.40, filed May 7, 2012. |
|     |   |   |
| (10.41)* |   | Interim President and Chief Executive Officer Agreement by and between CPI Corp. and James J. Abel, dated February 8, 2012, incorporated by reference to CPI Corp.'s Form 10-K, Exhibit 10.41, filed May 7, 2012.  (Confidential treatment requested for portions of this document).+ |
|     |   |   |
| (10.42)* |   | Nonstatutory Stock Option Agreement by and between CPI Corp. and James J. Abel, effective February 13, 2012, incorporated by reference to CPI Corp.'s Form 10-K, Exhibit 10.42, filed May 7, 2012. |
|     |   |   |
| (10.43)* |   | Separation and Release Agreement by and between CPI Corp. and Renato Cataldo, dated March 26, 2012, incorporated by reference to CPI Corp.'s Form 10-K, Exhibit 10.43, filed May 7, 2012. |
|     |   |   |
| (10.44)  |   | Amendment dated March 6, 2012 to the License Agreement, dated as of January 1, 2009, by and between Consumer Programs Incorporated, a subsidiary of Company, and Sears, Roebuck and Co., a New York corporation and CPI Corp., incorporated by reference to CPI Corp.'s Form 10-K, Exhibit 10.44, filed May 7, 2012. |

----

|         |
|---------|
|         |  |  |
| EXHIBIT |   |   |
| NUMBER  |   | DESCRIPTION |
|    |   |   |
| (10.45) |   | Master Lease Termination Agreement, dated as of April 17, 2012, between the Company and Wal-Mart Stores East, LP, Wal-Mart Stores, Inc., Wal-Mart Louisiana, LLC, and Wal-Mart Stores Texas, LLC and Wal-Mart Stores Arkansas, LLC., as it pertains only to Leased Spaces described in Exhibit 1 of the Master Lease Termination Agreement, incorporated by reference to CPI Corp.'s Form 10-K, Exhibit 10.45, filed May 7, 2012. |
|    |   |   |
| (10.46) |   | Master Relationship Termination Agreement, dated as of April 17, 2012, between the Company and Wal-Mart Stores East, LP, Wal-Mart Stores, Inc., Wal-Mart Louisiana, LLC, and Wal-Mart Stores Texas, LLC and Wal-Mart Stores Arkansas, LLC., as it pertains only to Leased Spaces described in Exhibit 1 of the Master Relationship Termination Agreement, incorporated by reference to CPI Corp.'s Form 10-K, Exhibit 10.46, filed May 7, 2012. |
|    |   |   |
| (10.47) |   | Letter dated April 3, 2012 , acknowledging receipt of document relating to the termination of the license under the Amended and Restated License Agreement, dated as of December 23, 2005, as amended, by and between the Company and  Toys “R” us - Delaware, Inc. as of February 22, 2010 and confirmation of subsequent conversations regarding terminated departments, incorporated by reference to CPI Corp.'s Form 10-K, Exhibit 10.47, filed May 7, 2012. |
|    |   |   |
| (10.48) |   | Forbearance Agreement entered into on May 23, 2012, and effective as of May 24, 2012, by and among CPI Corp., certain subsidiaries of CPI Corp., Bank of America, N.A., as administrative agent for the various financial institution parties identified as lenders under the Credit Agreement dated as of August 30, 2010, as amended by that certain First Amendment to Credit Agreement dated December 16, 2011 by and among CPI Corp., Bank of America, N.A., the lenders thereto and certain subsidiaries of the Company, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.1, filed May 30, 2012. |
|    |   |   |
| (10.49) |   | Joinder Agreement dated as of May 23, 2012 by Bella Pictures Holdings, LLC and by Sandy Realty Holdings, LLC for the benefit of Bank of America, N.A., as the Administrative Agent, in connection with that certain Guaranty and Collateral Agreement dated as of August 30, 2010, among the Grantors party thereto and the Administrative Agent, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.2, filed May 30, 2012. |
|    |   |   |
| (11.1)^ |   | Computation of Per Common Share (Loss) Income - Diluted |
|    |   |   |
| (11.2)^ |   | Computation of Per Common Share (Loss) Income - Basic |
|    |   |   |
| (21.0)^ |   | Subsidiaries of the Registrant |
|    |   |   |
| (23.0)^ |   | Independent Registered Public Accounting Firm's Consent |
|    |   |   |
| (31.1)  |   | Certification Pursuant to Rule 13a-14(a) Under the Securities and Exchange Act of 1934 by the President and Chief Executive Officer. |
|    |   |   |
| (31.2)  |   | Certification Pursuant to Rule 13a-14(a) Under the Securities and Exchange Act of 1934 by the Executive Vice President, Finance and Chief Financial Officer. |
|    |   |   |
| (32.0)  |   | Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the President and Chief Executive Officer and the Executive Vice President, Finance and Chief Financial Officer. |

|   |                   |
|---|-------------------|
| ^ | Previously filed. |

|   |                                                                                                                                                                                                                                         |
|---|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| + | Confidential treatment requested for portions of this document.  Portions for which confidential treatment are requested are denoted by [***].  Material omitted has been filed separately with the Securities and Exchange Commission. |

----