----

----

| 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) |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------|

| Title of each classCommon Stock, par value $0.40 per share | Name of each exchange on which registeredNew York Stock Exchange |
|------------------------------------------------------------|------------------------------------------------------------------|

----

----

| 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)    |   | 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. 1981 Stock Bonus Plan (As Amended and Restated effective February 3, 1991), incorporated by reference to                   |
|     |   | CPI Corp.'s Annual Report for fiscal year 1992 on Form 10-K, Exhibit 10.29, filed May 5, 1993.                                       |
|     |   |                                                                                                                                 |
| (10.4)*  |   | First Amendment to CPI Corp. 1981 Stock Bonus Plan (As Amended and Restated effective February 3, 1991) effective                    |
|     |   | January 1, 1995, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2000 on  Form 10-K, Exhibit 10.30, |
|     |   |  filed May 3, 2001.                                                                                                             |
|     |   |                                                                                                                                 |
| (10.5)*  |   | CPI Corp. Deferred Compensation and Retirement Plan for Non-Management Directors (Amended and Restated as of                         |
|     |   | January 28, 2000), incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2000 on Form 10-K, Exhibit 10.31,          |
|     |   | filed May 3, 2001.                                                                                                                   |
|     |   |                                                                                                                                 |
| (10.6)*  |   | Deferred Compensation and Stock Appreciation Rights Plan (Amended and Restated as of June 6, 1996), incorporated by                  |
|     |   | reference to CPI Corp.'s Annual Report for fiscal year 2000 on Form 10-K, Exhibit 10.32, filed May 3, 2001.                          |
|     |   |                                                                                                                                 |
| (10.7)*  |   | CPI Corp. Stock Option Plan (Amended and Restated effective as of December 16, 1997), incorporated by reference to CPI               |
|     |   | Corp.'s Annual Report for fiscal year  2000 on Form 10-K, Exhibit 10.34, filed May 3, 2001.                                |
|     |   |                                                                                                                                 |
| (10.8)*  |   | CPI Corp. Key Executive Deferred Compensation Plan (As Amended and Restated June 6, 1996), incoporated by reference to               |
|     |   | CPI Corp.'s Annual Report for fiscal year 2000 on Form 10-K, Exhibit 10.36, filed May 3, 2001.                                       |
|     |   |                                                                                                                                 |
| (10.9)*  |   | First Amendment dated September 30, 2002, to CPI Corp. Retirement Plan and Trust, incorporated by reference to CPI Corp.'s           |
|     |   | Annual Report for fiscal year 2002 on Form 10-K, Exhibit 10.65, filed May 16, 2003.                                                  |
|     |   |                                                                                                                                 |
| (10.10)* |   | Second Amendment dated November 29, 2002, to CPI Corp. Retirement Plan and Trust, incorporated by reference to CPI                   |
|     |   | Corp.'s Annual Report for fiscal year 2002 on Form 10-K, Exhibit 10.66, filed May 16, 2003.                                          |
|     |   |                                                                                                                                 |
| (10.11)* |   | Third Amendment dated February 6, 2004, to CPI Corp. Retirement Plan and Trust, incorporated by reference to CPI Corp.'s             |
|     |   | Annual Report  for fiscal year 2003 on Form 10-K, Exhibit 10.73, filed April 21, 2004.                                     |

| EXHIBIT  |   |                                                                                                                          |
|----------|--------|-------------------------------------------------------------------------------------------------------------------------------|
| NUMBER   |   | DESCRIPTION                                                                                                                   |
|     |   |                                                                                                                          |
| (10.12)* |   | CPI Corp. Restricted Stock Plan as Amended and Restated effective as of April 14, 2005, incorporated by reference to CPI      |
|     |   | Corp.'s Annual Report for fiscal year 2004 on Form 10-K, Exhibit 10.86, filed April 21, 2005.                                 |
|     |   |                                                                                                                          |
| (10.13)* |   | CPI Corp. Performance Plan adopted effective as of April 14, 2005, incorporated by reference to CPI Corp.'s Annual Report     |
|     |   | for fiscal year 2004  on Form 10-K, Exhibit 10.90, filed April 21, 2005.                                            |
|     |   |                                                                                                                          |
| (10.14)* |   | 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.                                                                                                         |
|     |   |                                                                                                                          |
| (10.15)* |   | 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.             |
|     |   |                                                                                                                          |
| (10.16)* |   | Form of Option Agreement, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.1, filed August 21, 2008.             |
|     |   |                                                                                                                          |
| (10.17)* |   | Form of Restricted Stock Award Agreement, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2004 on      |
|     |   | Form 10-K, Exhibit 10.93, filed April 21, 2005.                                                                               |
|     |   |                                                                                                                          |
| (10.18)* |   | CPI Corp. Omnibus Incentive Plan, incorporated by reference to CPI Corp.'s Form DEF 14A, Annex A, filed June 23, 2008.        |
|     |   |                                                                                                                          |
| (10.19)* |   | 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                                                |
|     |   |                                                                                                                          |
| (10.20)* |   | 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.                                               |
|     |   |                                                                                                                          |
| (10.21)* |   | Letter from the Company regarding Supplemental Retirement Benefits, dated June 28, 2006, delivered to Richard Tarpley,        |
|     |   | incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.61, filed July 5, 2006.                                         |
|     |   |                                                                                                                          |
| (10.22)* |   | 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.                                         |
|     |   |                                                                                                                          |
| (10.23)* |   | 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.                                                   |
|     |   |                                                                                                                          |
| (10.24)  |   | 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.                                                                                                                  |
|     |   |                                                                                                                          |
| (10.25)  |   | 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.                                                           |
|     |   |                                                                                                                          |
| (10.26)  |   | 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.                                                                                             |

| EXHIBIT  |   |                                                                                                                                     |
|----------|--------|------------------------------------------------------------------------------------------------------------------------------------------|
| NUMBER   |   | DESCRIPTION                                                                                                                              |
|     |   |                                                                                                                                     |
| (10.27)  |   | Second Amended and Restated Credit Agreement dated as of June 8, 2007, among the Company, the financial institutions that                |
|     |   | are or may from time to time become parties thereto and LaSalle Bank National Association, as administrative agent and arranger          |
|     |   | for the lenders, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.1, filed June 14, 2007.                                   |
|     |   |                                                                                                                                     |
| (10.28)  |   | First Amendment to that certain Second Amended and Restated Credit Agreement, among the Company, the financial institutions              |
|     |   | that are or may from time to time become parties thereto and LaSalle Bank National Association, as administrative agent and              |
|     |   | arranger for the lenders, dated June 8, 2007, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2009 on             |
|     |   | Form 10-K, Exhibit 10.28, filed April 22, 2010.                                                                                          |
|     |   |                                                                                                                                     |
| (10.29)  |   | Second Amendment to that certain Second Amended and Restated Credit Agreement, among the Company, the financial                          |
|     |   | institutions that are or may from time to time become parties thereto and LaSalle Bank National Association, as administrative           |
|     |   | agent and arranger for the lenders, dated December 10, 2008, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.1,            |
|     |   | filed December 19, 2008.                                                                                                                 |
|     |   |                                                                                                                                     |
| (10.30)  |   | Third Amendment to that certain Second Amended and Restated Credit Agreement, among the Company, the financial                           |
|     |   | institutions that are or may from time to time become partites thereto and Bank of America, N.A., as successor to LaSalle Bank           |
|     |   | National Association, as administrative agent and arranger for the lenders, effective April 16, 2009, incorproated by reference to       |
|     |   | CPI Corp.'s Form 8-K, Exhibit 10.47, filed April 21, 2009.                                                                               |
|     |   |                                                                                                                                     |
| (10.31)  |   | 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 requested for portions of this document).            |
|     |   |                                                                                                                                     |
| (10.32)  |   | 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.                                                              |
|     |   |                                                                                                                                     |
| (10.33)  |   | 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.                                                              |
|     |   |                                                                                                                                     |
| (10.34)  |   | 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.                                                                |
|     |   |                                                                                                                                     |
| (10.35)  |   | 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.                                                                                                                       |
|     |   |                                                                                                                                     |
| (10.36)* |   | 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.                                                                               |
|     |   |                                                                                                                                     |
| (10.37)* |   | Employment Agreement by and between CPI Corp. and Jim Mills, dated September 2, 2008, incorporated by reference to                       |
|     |   | CPI Corp.'s Form 10-Q, Exhibit 10.65, filed December 18, 2008.                                                                           |
|     |   |                                                                                                                                     |
| (10.38)* |   | Chairman's Agreement by and between CPI Corp. and David Meyer, dated September 22, 2008, incorporated by reference to                    |
|     |   | CPI Corp.'s Form 10-Q, Exhibit 10.66, filed December 18, 2008.                                                                           |
|     |   |                                                                                                                                     |
| (10.39)* |   | Amendment to Chairman's Agreement by and between CPI Corp. and David Meyer, dated September 25, 2009, incorporated by                    |
|     |   | reference to CPI Corp.'s Form 10-Q, Exhibit 10.58, filed December 22, 2009.  (Confidential treatment requested for portions of |
|     |   | this document.)                                                                                                                          |
|     |   |                                                                                                                                     |
| (10.40)* |   | Amendment to Chairman's Agreement dated September 22, 2008, and amended September 25, 2009, by and between CPI Corp.                     |
|     |   | and David Meyer, dated February 12, 2010, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2009 on                 |
|     |   | Form 10-K, Exhibit 10.40, filed April 22, 2010.                                                                                          |

| EXHIBIT  |   |                                                                                                                                   |
|----------|--------|----------------------------------------------------------------------------------------------------------------------------------------|
| NUMBER   |   | DESCRIPTION                                                                                                                            |
|     |   |                                                                                                                                   |
| (10.41)* |   | Executive Chairman's Agreement by and between CPI Corp. and David Meyer, dated April 19, 2010, incorporated by reference               |
|     |   | to CPI Corp.'s Annual Report for fiscal year 2009 on Form 10-K, Exhibit 10.41, filed April 22, 2010.                                   |
|     |   | (Confidential treatment requested for portions of this document.)                                                                      |
|     |   |                                                                                                                                   |
| (10.42)  |   | 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 Annual Report for    |
|     |   | fiscal year 2009 on Form 10-K, Exhibit 10.42, filed April 22, 2010.  (Confidential treatment requested for portions of these |
|     |   | documents.)                                                                                                                            |
|     |   |                                                                                                                                   |
| (10.43)* |   | Employment Agreement by and between CPI Corp. and Keith Laakko, dated December 28, 2005, incorporated by reference to                  |
|     |   | CPI Corp.'s Annual Report for fiscal year 2009 on Form 10-K, Exhibit 10.43, filed April 22, 2010.                                      |
|     |   |                                                                                                                                   |
| (10.44)* |   | Confidentiality, Noncompetition and Nonsolicitation Agreement by and between CPI Corp. and Keith Laakko, dated                         |
|     |   | December 28, 2005, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2009 on Form 10-K, Exhibit 10.44,            |
|     |   | filed April 22, 2010.                                                                                                                  |
|     |   |                                                                                                                                   |
| (10.45)* |   | First Amendment to Employment Agreement by and between CPI Corp. and Keith Laakko, dated December 30, 2005,                            |
|     |   | incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2009 on Form 10-K, Exhibit 10.45, filed April 22, 2010.         |
|     |   |                                                                                                                                   |
| (10.46)* |   | Amended and Restated CPI Corp. Retirement Plan, effective January 1, 2010, incorporated by reference to CPI Corp.'s Annual             |
|     |   | Report for fiscal year 2009 on Form 10-K, Exhibit 10.46, filed April 22, 2010.                                                         |
|     |   |                                                                                                                                   |
| (11.1)^  |   | Computation of Income (Loss) Per Share - Diluted                                                                                       |
|     |   |                                                                                                                                   |
| (11.2)^  |   | Computation of Income (Loss) Per Share - 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 and Treasurer.                                                                                     |
|     |   |                                                                                                                                   |
| (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 and Treasurer.             |

|   | SIGNATURES |
|--------|------------|