X0202 3 2004-06-23 0 0000025354 CPI CORP CPY 0001050154 RAMIUS CAPITAL GROUP LLC 666 THIRD AVENUE, 26TH FLOOR NEW YORK CITY NY 10017 0 0 1 0 0001267474 C4S & CO LLC 666 THIRD AVENUE NEW YORK CITY NY 10017 0 0 1 0 0001042589 COHEN PETER A C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE NEW YORK CITY NY 10017 0 0 1 1 See Explanation of Responses 0001267535 STARK MORGAN B C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE NEW YORK CITY NY 10017 0 0 1 0 0001043935 STRAUSS THOMAS W C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE NEW YORK CITY NY 10017 0 0 1 0 0001275922 SOLOMON JEFFREY M C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE NEW YORK CITY NY 10017 0 0 1 0 Common Stock $.40 Par Value 984321 I See Footnotes Ramius Securities, L.L.C. (Ramius Securities), RCG Ambrose Master Fund, Ltd. (RCG Ambrose), Starboard Value & Opportunity Fund, LLC (Starboard Value) and Ramius Master Fund, Ltd. (Ramius Master) beneficially own 216,000 Shares, 192,000 Shares, 282,000 Shares and 192,000 Shares, respectively. As the investment manager of Ramius Master, Ramius Advisors, LLC (Ramius Advisors) may be deemed to beneficially own the Shares owned by Ramius Master. As the managing member of Starboard Value, RCG Starboard Advisors, LLC (RCG Starboard Advisors) may be deemed to beneficially own the Shares owned by Starboard Value. As the investment advisor of RCG Ambrose and the managing member of each of Ramius Securities, RCG Starboard Advisors and Ramius Advisors, Ramius Capital Group, L.L.C. (Ramius) may be deemed to beneficially own the 216,000 Shares, 192,000 Shares, 282,000 Shares and 192,000 Shares owned by Ramius Securities, RCG Ambrose, Starboard Value and Ramius Master, respectively. (continuation of previous footnote) As the managing member of Ramius, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the 216,000 Shares, 192,000 Shares, 282,000 Shares and 192,000 Shares owned by Ramius Securities, RCG Ambrose, Starboard Value and Ramius Master, respectively. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the 216,000 Shares, 192,000 Shares, 282,000 Shares and 192,000 Shares owned by Ramius Securities, RCG Ambrose, Starboard Value and Ramius Master, respectively. Each of Messrs. Cohen, Stark, Solomon and Strauss disclaims beneficial ownership of such Shares. Except for Messrs. Cohen, Stark, Solomon and Strauss who have disclaimed beneficial ownership above, each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Pursuant to an oral agreement with the Reporting Persons, Knightspoint Partners LLC and certain of its affiliates (Knightspoint) may be deemed members of a Section 13(d) group together with the Reporting Persons. As a result, the Reporting Persons may be deemed to beneficially own the 102,321 Shares beneficially owned by Knightspoint. Each of the Reporting Persons disclaims beneficial ownership of the 102,321 Shares beneficially owned by Knightspoint except to the extent of his or its pecuniary interest therein. This report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of Shares beneficially owned by Knightspoint for purposes of Section 16 or for any other purpose. By: Ramius Capital Group, L.L.C.; By: /s/ Owen S. Littman, Authorized Signatory 2007-09-12 By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member 2007-09-12 By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen 2007-09-12 By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark 2007-09-12 By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss 2007-09-12 By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon 2007-09-12