Restricted Stock Award Agreement pursuant to the Executive Chairman's Agreement by and between CPI Corp. and

        (a) Transfer Restrictions.  Except as otherwise permitted under this Agreement, Director agrees not to sell, transfer, assign, give, pledge, or otherwise dispose of or encumber any part or all of the Restricted Shares, whether voluntarily, by operation of law, or otherwise, prior to the lapse of the Transfer Restrictions thereon pursuant to Section 4 hereof.  Any attempted transfer of all or any portion of the Restricted Shares that remain subject to the Transfer Restrictions shall be considered null and void and the Director shall continue to be bound by all of the terms and provisions hereof.

         (b) Forfeiture Restrictions.  Subject to Section 4(b) hereof, in the event of a termination of the Director’s membership on the Board prior to February 1, 2014, for any reason other than the Director’s death or Disability or an involuntary termination of the Compensation Agreement by the Company other than for Cause as further described in 4(b) below, all of the Restricted Shares that have not yet become Vested Shares (as defined below) at the effective time of such termination (as determined after taking into account Section 4 hereof), shall be returned to and canceled by the Co mpany and shall be deemed to have been forfeited by Director.  The Company will not be obligated to pay Director any consideration whatsoever for any forfeited Restricted Shares.  Subject to Section 1(b)(iii), in the event of a termination of Director’s membership on the Board prior to February 1, 2014, for any reason other than Director’s death or Disability or an involuntary termination of the Compensation Agreement by the Company other than for Cause, the Director shall promptly deliver to the Company the certificates representing the Restricted Shares, together with any documents requested by the Company necessary to effectuate such transfer.

provided that the Director remains a member of the Board as of each such Vesting Date.  In the event the Director’s membership on the Board is terminated for any reason prior to February 1, 2014, no further vesting (pro rata or otherwise) shall occur from and after the effective date of such termination.

         (b) Notwithstanding Section 4(a), the Restrictions shall lapse as to any Restricted Shares then held by the Director on the first to occur of (i) the effective date of a Change of Control of the Company, (ii) the date of termination of Director’s membership on the Board as a result of his death or Disability, or (iii) the date of an involuntary termination of the Compensation Agreement by the Company other than for Cause.  Notwithstanding anything herein to the contrary, in the event Director ceases to be Executive Chairman of the Company any time after the termination or expiration of the Compensation Agreement but remains a member of the Board, an y then remaining unvested restricted shares shall immediately vest in full upon Director ceasing to be the Executive Chairman.

         (c) To the extent the Restrictions shall have lapsed under Section 4(a) or Section 4(b) with respect to any Restricted Shares, those shares (“Vested Shares”) will, from and after the applicable vesting date, thereafter be free of the Restrictions set forth in Section 3 hereof.

         (d) If any of the Restricted Shares vest upon the death of the Director, they shall be registered in the name of the estate of the Director except that, to the extent permitted by the Committee, if the Company shall have theretofore received in writing a beneficiary designation, the Shares shall be registered in the name of the Director’s designated beneficiary.

       “Change of Control ” shall mean a change in control of a nature that would be required to be reported in response to Item 5.01 of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or would have been required to be so reported but for the fact that such event had been “previously reported” as that term is defined in Rule 12b-2 of Regulation 12B of the Exchange Act unless the transactions that give rise to the Change of Control are approved or ratified by a majority of the members of the Incumbent Board who are not participants in the Plan; provided that, without limitation, notwithstanding anything herein to the contrary, a Change of Control shall be deemed to have occurred if (i) any Person is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 40% of the combined voting power of the Company’s then outstanding securities ordinarily (apart from rights accruing under special circumstances) having the right to vote at elections of directors (“Voting Securities”), (ii) individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority thereof, or (iii) the stockholders of the Company approve a reorganization, merger or consolidation with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately there after, own, directly or indirectly, more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated corporation’s then outstanding voting securities, or a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company.

    5. Restrictive Legends.  Subject to Section 1(b)(iii) of this Agreement, Director will be issued a stock certificate in respect of the Restricted Shares, which certificate will be registered in the Director’s name and may bear such legend(s) as may be required or necessary to comply with the Securities Act of 1933, as amended, and any applicable state securities laws.  Any certificate or certificates relating to the Restricted Shares shall also be inscribed with a legend evidencing the Restrictions.

    6. Custody.  Subject to Section 1(b)(iii), all certificates representing the Restricted Shares shall be deposited, together with stock powers executed by Director, in proper form for transfer, with the Company.  The Company is hereby authorized to cause the transfer to come into its name of all certificates representing the Restricted Shares which are forfeited to the Company pursuant to Section 3(b) hereof.

    7. Voting and Dividends; Adjustments.  Subject to the Restrictions and the limitations imposed by this Section 7, Director shall have all of the rights of a shareholder of the Company with respect to the Restricted Shares, including the right to vote the Restricted Shares and to receive dividends thereon.  Stock dividends and shares, if any, issued as a result of any stock-split, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or any similar change affecting the capital stock of the Company, which has occurred after the date hereof, issued with respect to th e Restricted Shares shall be treated as additional Restricted Shares and shall be subject to the same Restrictions and other terms and conditions that apply with respect to, and shall vest or be forfeited at the same time as, the Restricted Shares with respect to which such stock dividends or shares are issued.

    8. No Right to Continued Relationship.  Nothing in this Agreement shall confer upon the Director any right to continue to serve as the Executive Chairman of the Board and/or to continue to serve as a member of the Board.

         (a) This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof.  Any term or provision of this Agreement may be waived at any time by the party which is entitled to the benefits thereof, and any term or provision of this Agreement may be amended or supplemented at any time by the mutual consent of the parties hereto, except that any waiver of any term or condition, or any amendment, of this Agreement must be in writing.

        (b) This Agreement shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other securities with preference ahead of or convertible into, or otherwise affecting the Restricted Shares or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other act or proceeding, whether of a similar characte r or otherwise.

         (c) In the event that any term or provision of this Agreement shall be finally determined to be superseded, invalid, illegal or otherwise unenforceable pursuant to applicable law by a governmental authority having jurisdiction and venue, that determination shall not impair or otherwise affect the validity, legality or enforceability, to the maximum extent permissible by law, (i) by or before that authority of the remaining terms and provisions of this Agreement, which shall be enforced as if the unenforceable term or provision were deleted, or (ii) by or before any other authority of any of the terms and provisions of this Agreement.

10. Governing Law.  The laws of the State of Missouri shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflict of laws.

12. Notices.  All notices and other communications required or permitted under this Agreement shall be written and shall be delivered personally or sent by registered or certified first-class mail, postage prepaid and return receipt required, addressed as follows: if to the Company, to the Company’s executive offices at 1706 Washington Avenue, St. Louis, MO 63103 attention: Chief Financial Officer, and if to the Director or its successor, to the address last furnished by the Director to the Company.  Each notice and communication shall be deemed to have been given when received by the Company or the Director.

13. No Waiver.  The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

14. Titles.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Agreement.  The masculine pronoun shall include the feminine and neuter and the singular shall include the plural, when the context so indicates.