UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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CPI CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant) 

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1

CPI Overview

See Appendix 1 for footnotes – EPS for PY includes discontinued operations

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Professional Portrait Landscape

* Photofinishing News Industry Survey and Analysis - 2007

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Mass Retail Segment - Competitors*

* Estimated market share based on competitive intelligence and reported sales numbers

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CPI Transformation 2004-2009

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Two Phases Chronicle CPI’s
Transformation

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Key Accomplishments 2004 – 2006

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Financial Impact

See Appendix 1 for footnotes – Adjusted EBITDA includes discontinued operations

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Key Accomplishments 2007 – 2009

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Financial Impact

See Appendix 1 for footnotes – PY EPS includes discontinued operations

11

Strategic Plan: Key Areas of Focus

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CPI Board - Leading Edge Corporate
Governance Practices

13

The Interests Of The Board And Management Are Closely Aligned With Those Of Shareholders

• Market Value as of close 6/19/09 = $18.39
• Market Value as of close 12/31/08 = $3.50

14

CPI Board Delivers For Shareholders

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CPI Board Delivers For Shareholders

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The Company’s Balanced Slate Of Nominees Bring Highly Complementary Skills and Experience

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Koeneke vs. Feld – The Choice Is Clear

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New Nominee Comparison – No Contest

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Ramius Solicitation – Key Facts

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Ramius Solicitation – Key Facts

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Summary

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Summary (Continued)

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Appendix 1

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Appendix 1

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