Officers.



On August 14, 2008, the Compensation Committee of the Board of Directors of CPI
Corp. (the "Company") granted the following options to purchase common stock of
the Company under the Company's Omnibus Incentive Compensation Plan:

Executive Officer                  Options

Renato Cataldo                     50,000

Tom Gallahue                       17,500

Dale Heins                         25,000

Jane Nelson                        20,000

Keith Laakko                       20,000

Each of the options has an exercise price of $13.58 per share and will vest and become exercisable as follows:

· one-third (1/3) will vest on the first anniversary of the grant date and thereafter become exercisable upon the achievement of the First Target Stock Price. "First Target Stock Price" means that the closing price of a share of common stock on the New York Stock Exchange exceeds $25.00 for at least 20 consecutive trading days after the grant date.

· an additional one-third (1/3) will vest on the second anniversary of the grant date and thereafter become exercisable upon the achievement of the Second Target Stock Price. "Second Target Stock Price" means that the closing price of a share of common stock on the New York Stock Exchange exceeds $45.00 for at least 20 consecutive trading days after the grant date.

· the final one-third (1/3) of the total number of shares awarded will vest on the third anniversary of the grant date and thereafter become exercisable upon the achievement of the Third Target Stock Price. "Third Target Stock Price" means that the closing price of a share of common stock on the New York Stock Exchange exceeds $65.00 for at least 20 consecutive trading days after the grant date.

For the avoidance of doubt, if a target stock price is achieved after the grant date but before the applicable vesting date, the options subject to vesting on that date shall become immediately exercisable on the vesting date.

Mr. Gallahue's options were awarded on the assumption that he works full-time for a period of six months following the date of grant and reduces his schedule to part-time (working at least half-time) thereafter. Mr. Gallahue's options will vest, subject to continued employment, as follows: 7,500 on the first anniversary of the date of grant; 5,000 on the second anniversary of the date of grant and 5,000 on the third anniversary of the date of grant in lieu of three equal increments.

Notwithstanding the vesting described above, the options will immediately vest and become exercisable upon a Change of Control of the Company, as defined in the form of option agreement filed as an exhibit to this Current Report on Form 8-K. In addition, any unvested options shall be forfeited upon any termination of service, unless otherwise provided by written agreement or approval of the Compensation Committee.

A form of option agreement used to grant these options is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits.

10.1 Form of option agreement.