(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

                        FIRST AMENDMENT TO
                            CPI CORP.
                     RETIREMENT PLAN AND TRUST

          (As Amended and Restated Effective January 1, 1997)


     Pursuant to the provisions of Section 16.1 of Article XVI of
the CPI Corp. Retirement Plan and Trust (the "Plan"), and pursuant
to resolutions of the Retirement Plan Committee, the Plan is hereby
amended in the following respects effective as of the dates stated
in this Amendment.

     Among other changes, the amendments made by this First Amendment
are intended as good faith compliance with the applicable requirements
of the Economic Growth and Tax Relief Reconciliation Act of 2001.
This First Amendment also incorporate the model amendments prescribed
in Revenue Procedure 2002-29 for required minimum distributions under
Code Section 401(a)(9).

     1.  PARAGRAPH (H), COMPENSATION, OF SECTION 1.3 is amended by
adding the following new sentence at the end thereof:

     For any Plan Year commencing after 2001, the Annual Maximum
     shall be $200,000 (as adjusted for cost of living increases in
     accordance with Section 401(a)(17) of the Code).

     2.  PARAGRAPH (O), KEY EMPLOYEE, OF SECTION 1.3 is amended in its
entirety to read as follows:

         (o)  Key Employee: For Plan Years beginning after 2001, any
     Employee or former Employee (including any deceased Employee)
     who at any time during the Plan Year that includes the
     Determination Date was:

              (i)   An officer of the Employer having Compensation
         from the Employer for such Plan Year in excess of $130,000
         (as adjusted under Section 416(i)(1) of the Code for Plan
         Years beginning after 2002);

              (ii)  a 5% owner of the Company or any Affiliate; or

              (iii) a 1% owner of the Company or any Affiliate
         having annual Compensation from the Employer in excess of
         $150,000.

     For purposes of subparagraph (i) above, no more than 50
     Employees (or, if lesser, the greater of 3 or 10% of the
     Employees) shall be treated as officers.  The Beneficiary of
     a Key Employee is also a Key Employee.  The determination of
     who is a Key Employee shall be made in accordance with Section
     416(i)(1) of the Code and the Regulations thereunder.

     3.  PARAGRAPH (P), MONTHLY PLAN COMPENSATION, OF SECTION 1.3 is
amended by adding the following new subparagraph (vii) at the end
thereof:

         (vii) Effective for Participants who have at least 1 Hour
     of Service on or after June 6, 2002, for purposes of
     determining Monthly Plan Compensation a Participant's
     Compensation for 2002 and subsequent years shall not be
     limited as described in subparagraph (vi) above but shall be
     limited only by the Annual Maximum for each such year.

     4.  SECTION 6.5, LUMP SUM PAYMENT AND DIRECT ROLLOVER OPTIONS,
is amended by deleting the third sentence thereof and substituting the
following new sentence in its place:

     An Eligible Retirement Plan shall mean an individual
     retirement account described in Section 408(a) of the Code, an
     individual retirement annuity described in Section 408(b) of
     the Code, an annuity plan described in Section 403(a) of the
     Code, or a qualified trust described in Section 401(a) of the
     Code.  For distributions made after 2001, the definition of
     Eligible Retirement Plan shall also include an annuity
     contract described in Section 403(b) of the Code and an
     eligible plan under Section 457(b) of the Code which is
     maintained by a state, political subdivision of a state, or
     any agency or instrumentality of state or political
     subdivision of a state and which agrees to separately account
     for amounts transferred into such plan from this Plan.

     5.  SECTION 7.3, LUMP SUM PAYMENT AND DIRECT ROLLOVER OPTIONS, is
amended by inserting the following new sentence immediately before the
last sentence thereof:

     Notwithstanding the preceding sentence, for distributions made
     after 2001, a Beneficiary who is the surviving spouse of a
     Participant or a former spouse who is an Alternate Payee may
     elect a direct rollover to any Eligible Retirement Plan
     described in Section 6.5.

     6.  PARAGRAPH (K), MAXIMUM PERMISSIBLE AMOUNT, OF SECTION 9.1 is
amended by deleting subparagraphs (iii), (iv) and (v) and substituting
in their places the following new subparagraphs, and by adding at the
end the following new subparagraph (vii):

              (iii) For Limitation Years ending before December 31,
         2001, if the Annual Benefit of the Participant commences
         before his Social Security Retirement Age but on or after
         age 62, the Dollar Limitation, as reduced above if
         necessary, shall be determined as follows:  (A) If a
         Participant's Social Security Retirement Age is 65, the
         Dollar Limitation for benefits commencing on or after age
         62 shall be determined by reducing the Dollar Limitation by
         5/9 of 1% for each month by which benefits commence before
         the month in which the Participant attains age 65; and (B)
         if a Participant's Social Security Retirement Age is
         greater than 65, the Dollar Limitation for benefits
         commencing on or after age 62 shall be determined by

                                  2

         reducing the Dollar Limitation by 5/9 of 1% for each of the
         first 36 months and 5/12 of 1% for each additional month
         (up to 24 months) by which benefits commence before the
         month of his Social Security Retirement Age.

              (iv)  For Limitation Years ending before December 31,
         2001, if the Annual Benefit of a Participant commences
         before age 62, the Dollar Limitation shall be the Actuarial
         Equivalent of an Annual Benefit beginning at age 62, as
         determined in subparagraph (iii) above, reduced for each
         month by which benefits commence before the month in which
         the Participant attains age 62.  For Limitation Years
         ending after December 31, 2001, if the Annual Benefit of a
         Participant commences before age 62, the Dollar Limitation
         shall be the Actuarial Equivalent of an Annual Benefit of
         such Dollar Limitation beginning at age 62.  To determine
         actuarial equivalence for purposes of this subparagraph
         (iv), the interest rate assumption shall not be less than
         the greater of the rate specified in paragraph (c) of
         Section 1.3 of the Plan or 5%.

              (v)   For Limitation Years ending before December 31,
         2001, if the Annual Benefit of a Participant commences
         after his Social Security Retirement Age, the Dollar
         Limitation, as reduced above if necessary, shall be
         adjusted so that it is the Actuarial Equivalent of an
         Annual Benefit of such Dollar Limitation beginning at the
         Participant's Social Security Retirement Age.  For
         Limitation Years ending after December 31, 2001, if the
         Annual Benefit of a Participant commences after age 65, the
         Dollar Limitation, as reduced above if necessary, shall be
         adjusted so that it is the Actuarial Equivalent of an
         Annual Benefit of such Dollar Limitation beginning at age
         65.  To determine actuarial equivalence for purposes of
         this subparagraph (v), the interest rate assumption shall
         be the lesser of the rate specified in paragraph (c) of
         Section 1.3 or 5%.

			* * *

              (vii)	For Limitation Years ending after December 31,
         2001, the Dollar Limitation shall be increased to $160,000
         and, thereafter, such amount shall be automatically
         increased without Plan amendment for cost of living
         adjustments provided for under the Code.

     7.  PARAGRAPH (A), ACCRUED BENEFIT, OF SECTION 19.1 is amended by
adding the following new sentence at the end thereof:

     For Plan Years commencing after 2001, in determining the
     present value of the cumulative Accrued Benefit or the account
     balance in one or more Defined

                                   3

     Contribution Plans for any Employee or former Employee, (i)
     such amounts shall be increased by the aggregate distributions
     made with respect to such Employee under this Plan (and under
     any other plan or terminated plan of the Employer with respect
     to the determination of a Top-heavy Group) during the 1-year
     period ending on the Determination Date, provided, however,
     that in the case of a distribution made for any reason other
     than separation from service, death, or disability, this
     provision shall be applied by substituting "5-year period"
     for "1-year period," and (ii) such present value and account
     balance of an Employee who is a Non-key Employee but who was a
     Key Employee in a prior year, or of any former Employee who has
     performed no services for the Employer at any time during the
     1-year period ending on the Determination Date, shall not be
     taken into account.

     8.  A new ARTICLE XX is added to the Plan to read in its entirety
as follows:

                              ARTICLE XX

                  MINIMUM DISTRIBUTION REQUIREMENTS

     SECTION 20.1.  GENERAL RULES.  The provisions of this Article XX
shall apply for purposes of determining required minimum distributions
for calendar years beginning with the 2002 calendar year and will take
precedence over all contrary provisions of the Plan, including but not
limited to Section 6.9, Section 6.10 and Section 6.11.  Notwithstanding
the other provisions of this Article, distributions may be made under a
designation made before January 1, 1984, in accordance with Section
242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and
Section 6.12 of the Plan.  All distributions required under this
Article shall be determined and made in accordance with the Regulations
under Section 401(a)(9) of the Code.

     SECTION 20.2.  TIME AND MANNER OF DISTRIBUTION.  The Participant's
entire interest shall be distributed, or begin to be distributed, to
the Participant no later than the Participant's Required Beginning
Date, as defined in Section 6.10.

         (a) Death of Participant Before Distributions Begin:  If
     the Participant dies before distributions begin, the
     Participant's entire interest will be distributed, or begin to
     be distributed, no later than as follows:

             (i)    If the Participant's surviving spouse is the
         Participant's sole Designated Beneficiary, distributions to
         the surviving spouse will begin by December 31 of the
         calendar year immediately following the calendar year in
         which the Participant died, or by December 31 of the
         calendar year in which the Participant would have attained
         age 701/2, if later.

             (ii)   If the Participant's surviving spouse is not the
         Participant's sole Designated Beneficiary, distributions to
         the Designated Beneficiary will begin by December 31 of the
         calendar year immediately following the calendar year in
         which the Participant died.

                                    4

             (iii)  If there is no Designated Beneficiary as of
         September 30 of the year following the year of the
         Participant's death, the Participant's entire interest will
         be distributed by December 31 of the calendar year
         containing the 5th anniversary of the Participant's death.

             (iv)   If the Participant's surviving spouse is the
         Participant's sole Designated Beneficiary and the surviving
         spouse dies after the Participant but before distributions
         to the surviving spouse begin, this paragraph (a), other
         than subparagraph (i), will apply as if the surviving
         spouse were the Participant.

     For purposes of this paragraph (a) and Section 20.5,
     distributions are considered to begin on the Participant's
     Required Beginning Date (or, if subparagraph (iv) applies, the
     date distributions are required to begin to the surviving
     spouse under subparagraph (i)).  If annuity payments
     irrevocably commence to the Participant before the
     Participant's Required Beginning Date (or to the Participant's
     surviving spouse before the date distributions are required to
     begin to the surviving spouse under subparagraph (i)), the
     date distributions are considered to begin is the date
     distributions actually commence.

         (b) Form of Distribution:  Unless the Participant's
     interest is distributed in the form of an annuity purchased
     from an insurance company or in a single sum on or before the
     Required Beginning Date, as of the first Distribution Calendar
     Year distributions will be made in accordance with Sections
     20.3, 20.4 and 20.5 of this Article.  If the Participant's
     interest is distributed in the form of an annuity purchased
     from an insurance company, distributions thereunder shall be
     made in accordance with the requirements of Section 401(a)(9)
     of the Code and the Regulations.  Any part of the Participant's
     interest which is in the form of an individual account
     described in Section 414(k) of the Code will be distributed in
     a manner satisfying the requirements of Section 401(a)(9) of
     the Code and the Regulations that apply to individual accounts.

     SECTION 20.3.  DETERMINATION OF AMOUNT TO BE DISTRIBUTED EACH
YEAR.

          (a) General Annuity Requirements:  If the Participant's
     interest is paid in the form of annuity distributions under the
     Plan, payments under the annuity will satisfy the following
     requirements:

              (i)   The annuity distributions will be paid in
          periodic payments made at intervals not longer than one
          year;

              (ii)  the distribution period will be over a life (or
          lives) or over a period certain not longer than the period
          described in Section 20.4 or Section 20.5;

                                      5

              (iii) once payments have begun over a period certain,
         the period certain will not be changed even if the period
         certain is shorter than the maximum permitted;

              (iv)  payments will either be nonincreasing or
         increase only as follows:

                    (A) by an annual percentage increase that does
              not exceed the annual percentage increase in a cost-
              of-living index that is based on prices of all items
              and issued by the Bureau of Labor Statistics;

                    (B) to the extent of the reduction in the amount
              of the Participant's payments to provide for a
              survivor benefit upon death, but only if the
              Beneficiary whose life was being used to determine the
              distribution period described in Section 20.4 dies or
              is no longer the Participant's Beneficiary pursuant to
              a qualified domestic relations order within the
              meaning of Section 414(p) of the Code;

                    (C) to provide cash refunds of employee
              contributions upon the Participant's death; or

                    (D) to pay increased benefits that result from a
              Plan amendment.

          (b) Amount Required to be Distributed by Required
     Beginning Date:  The amount that must be distributed on or
     before the Participant's Required Beginning Date (or, if the
     Participant dies before distributions begin, the date
     distributions are required to begin under paragraph (a) of
     Section 20.2) is the payment that is required for one payment
     interval.  The second payment need not be made until the end of
     the next payment interval even if that payment interval ends in
     the next calendar year.  Payment intervals are the period for
     which payments are received, e.g., bi-monthly, monthly, semi-
     annually, or annually.  All of the Participant's benefit
     accruals as of the last day of the first Distribution Calendar
     Year will be included in the calculation of the amount of the
     annuity payments for payment intervals ending on or after the
     Participant's Required Beginning Date.

          (c) Additional Accruals After First Distribution Calendar
     Year:  Any additional benefits accruing to the Participant in a
     calendar year after the first Distribution Calendar Year will
     be distributed beginning with the first payment interval ending
     in the calendar year immediately following the calendar year in
     which such amount accrues.

     SECTION 20.4.  REQUIREMENTS FOR ANNUITY DISTRIBUTIONS THAT
COMMENCE DURING PARTICIPANT'S LIFETIME.

          (a) Joint Life Annuities Where the Beneficiary Is Not the
     Participant's Spouse:  If the Participant's interest is being
     distributed in the form of a joint

                                 6

     and survivor annuity for the joint lives of the Participant and
     a nonspouse Beneficiary, annuity payments to be made on or
     after the Participant's Required Beginning Date to the
     Designated Beneficiary after the Participant's death must not
     at any time exceed the applicable percentage of the annuity
     payment for such period that would have been payable to the
     Participant using the table set forth in Q&A-2 of Section
     1.401(a)(9)-6T of the Regulations.  If the form of distribution
     combines a joint and survivor annuity for the joint lives of
     the Participant and a nonspouse Beneficiary and a period
     certain annuity, the requirement in the preceding sentence will
     apply to annuity payments to be made to the Designated
     Beneficiary after the expiration of the period certain.

          (b) Period Certain Annuities:  Unless the Participant's
     spouse is the sole Designated Beneficiary and the form of
     distribution is a period certain and no life annuity, the
     period certain for an annuity distribution commencing during
     the Participant's lifetime may not exceed the applicable
     distribution period for the Participant under the Uniform
     Lifetime Table set forth in Section 1.401(a)(9)-9 of the
     Regulations for the calendar year that contains the Annuity
     Starting Date (as defined in Section 6.2).  If the Annuity
     Starting Date precedes the year in which the Participant
     reaches age 70, the applicable distribution period for the
     Participant is the distribution period for age 70 under the
     Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of
     the Regulations plus the excess of 70 over the age of the
     Participant as of the Participant's birthday in the year that
     contains the Annuity Starting Date.  If the Participant's
     spouse is the Participant's sole Designated Beneficiary and
     the form of distribution is a period certain and no life
     annuity, the period certain may not exceed the longer of the
     Participant's applicable distribution period, as determined
     under this paragraph (b), or the joint life and last survivor
     expectancy of the Participant and the Participant's spouse as
     determined under the Joint and Last Survivor Table set forth in
     Section 1.401(a)(9)-9 of the Regulations, using the
     Participant's and spouse's attained ages as of the
     Participant's and spouse's birthdays in the calendar year that
     contains the Annuity Starting Date.

     SECTION 20.5.  REQUIREMENTS FOR MINIMUM DISTRIBUTIONS WHERE
PARTICIPANT DIES BEFORE DATE DISTRIBUTIONS BEGIN.

          (a) Participant Survived by Designated Beneficiary:  If
     the Participant dies before the date distribution of his
     interest begins and there is a Designated Beneficiary, the
     Participant's entire interest will be distributed, beginning no
     later than the time described in subparagraph (a)(i) or (a)(ii)
     of Section 20.2, over the life of the Designated Beneficiary or
     over a period certain not exceeding:

              (i)  Unless the Annuity Starting Date is before the
          first Distribution Calendar Year, the life expectancy of
          the Designated Beneficiary determined using the
          Beneficiary's age as of the Beneficiary's birthday in the
          calendar year immediately following the calendar year of
          the Participant's death; or

                                   7

              (ii) if the Annuity Starting Date is before the first
          Distribution Calendar Year, the life expectancy of the
          Designated Beneficiary determined using the Beneficiary's
          age as of the Beneficiary's birthday in the calendar year
          that contains the Annuity Starting Date.

          (b) No Designated Beneficiary:  If the Participant dies
     before the date distributions begin and there is no Designated
     Beneficiary as of September 30 of the year following the year
     of the Participant's death, distribution of the Participant's
     entire interest will be completed by December 31 of the
     calendar year containing the 5th anniversary of the
     Participant's death.

          (c) Death of Surviving Spouse Before Distributions to
     Surviving Spouse Begin:  If the Participant dies before the
     date distribution of his interest begins, the Participant's
     surviving spouse is the Participant's sole Designated
     Beneficiary, and the surviving spouse dies before distributions
     to the surviving spouse begin, this Section 20.5 will apply as
     if the surviving spouse were the Participant, except that the
     time by which distributions must begin will be determined
     without regard to subparagraph (a)(i) of Section 20.2.

     SECTION 20.6.  DEFINITIONS.

          (a) Designated Beneficiary:  An individual who is
     designated as the Beneficiary of a Participant under the Plan
     and is a Designated Beneficiary under Section 401(a)(9) of the
     Code and Section 1.401(a)(9)-Q&A-4 of the Regulations.

          (b) Distribution Calendar Year:  A calendar year for which
     a minimum distribution is required.  For distributions
     beginning before the Participant's death, the first
     Distribution Calendar Year is the calendar year immediately
     preceding the calendar year which contains the Participant's
     Required Beginning Date.  For distributions beginning after the
     Participant's death, the first Distribution Calendar Year is
     the calendar year in which distributions are required to begin
     pursuant to paragraph (a) of Section 20.2.

          (c) Life Expectancy:  Life expectancy is computed by use
     of the Single Life Table in Section 1.401(a)(9)-9 of the
     Regulations.





























                                    8
     IN WITNESS WHEREOF, the Retirement Plan Committee has caused
this instrument to be adopted on behalf of CPI Corp. this 30th day
of September, 2002, effective as of the dates stated herein.



                             CPI CORP.


                             By: /s/ Fran Scheper
                                 -------------------------
                                     Fran Scheper

                             Title: Executive Vice President,
                                     Human Resources

                             For the Profit Sharing Plan Committee





                                    9