X0303 4 2009-09-03 0 0000025354 CPI CORP CPY 0001050154 RAMIUS LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001329988 Starboard Value & Opportunity Fund, LLC C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001275886 RAMIUS MULTI-STRATEGY MASTER FUND LTD C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001361308 Ramius Merger Arbitrage Master Fund Ltd C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001275884 RAMIUS LEVERAGED MULTI-STRATEGY MASTER FUND LTD C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001373638 RAMIUS VALUE & OPPORTUNITY MASTER FUND LTD C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001329989 RCG STARBOARD ADVISORS, LLC C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001418492 RAMIUS ENTERPRISE MASTER FUND LTD C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001275893 RAMIUS ADVISORS LLC C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, $0.40 Par Value 2009-09-03 4 S 0 1647 12.6072 D 0 I By Leveraged Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 2009-09-03 4 S 0 2400 12.6072 D 174505 I By Ramius Enterprise Master Fund Ltd Common Stock, $0.40 Par Value 2009-09-04 4 S 0 613 12.3604 D 173892 I By Ramius Enterprise Master Fund Ltd Common Stock, $0.40 Par Value 2009-09-03 4 S 0 2131 12.6072 D 155151 I By Ramius Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 2009-09-04 4 S 0 544 12.3604 D 154607 I By Ramius Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 2009-09-03 4 S 0 12039 12.6072 D 73842 I By Starboard Value & Opportunity Fund Common Stock, $0.40 Par Value 2009-09-04 4 S 0 3072 12.3604 D 70770 I By Starboard Value & Opportunity Fund Common Stock, $0.40 Par Value 2009-09-03 4 S 0 983 12.6072 D 191017 I By Ramius Merger Arbitrage Master Fund Ltd Common Stock, $0.40 Par Value 2009-09-04 4 S 0 671 12.3604 D 190346 I By Ramius Merger Arbitrage Master Fund Ltd Common Stock, $0.40 Par Value 797988 I By Ramius Value and Opportunity Master Fund Ltd Each Reporting Person may be deemed to be a member of the Section 13(d)group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. The reported transaction was effected pursuant to a Rule 10b5-1 Sales Plan Agreement. Shares of Common Stock beneficially owned by Ramius Leveraged Multi-Strategy Master Fund Ltd (Leveraged Multi-Strategy Master Fund). Ramius Advisors, LLC (Ramius Advisors), as the investment advisor of Leveraged Multi-Strategy Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Leveraged Multi-Strategy Master Fund. Ramius LLC (Ramius), as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Leveraged Multi-Strategy Master Fund. Shares of Common Stock beneficially owned by Ramius Enterprise Master Fund Ltd (Enterprise Master Fund). Ramius Advisors, as the investment advisor of Enterprise Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Shares of Common Stock beneficially owned by Ramius Multi-Strategy Master Fund Ltd (Multi-Strategy Master Fund). Ramius Advisors, as the investment advisor of Multi-Strategy Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund. Shares of Common Stock beneficially owned by Starboard Value & Opportunity Fund, LLC (Starboard Value & Opportunity Fund). RCG Starboard Advisors, LLC (RCG Starboard Advisors), as the managing member of Starboard Value & Opportunity Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Starboard Value & Opportunity Fund. Ramius, as the sole member of RCG Starboard Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Starboard Value & Opportunity Fund. Shares of Common Stock beneficially owned by Ramius Merger Arbitrage Master Fund Ltd (Merger Arbitrage Master Fund). Ramius Advisors, as the investment advisor of Merger Arbitrage Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Merger Arbitrage Master Fund. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Merger Arbitrage Master Fund. Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). RCG Starboard Advisors, as the investment manager of Value and Opportunity Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. Ramius, as the sole member of RCG Starboard Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. /s/ Owen S. Littman, Authorized Signatory 2009-09-08 Owen S. Littman, Authorized Signatory 2009-09-08 Owen S. Littman, Authorized Signatory 2009-09-08 Owen S. Littman, Authorized Signatory 2009-09-08 Owen S. Littman, Authorized Signatory 2009-09-08 Owen S. Littman, Authorized Signatory 2009-09-08 Owen S. Littman, Authorized Signatory 2009-09-08 Owen S. Littman, Authorized Signatory 2009-09-08 Owen S. Littman, Authorized Signatory 2009-09-08