X0303 4 2009-10-02 0 0000025354 CPI CORP CPY 0001050154 RAMIUS LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001267474 C4S & CO LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001042589 COHEN PETER A C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001267535 STARK MORGAN B C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001043935 STRAUSS THOMAS W C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001275922 SOLOMON JEFFREY M C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, $0.40 Par Value 2009-10-02 4 S 0 604 11.2681 D 153395 I By Ramius Enterprise Master Fund Ltd Common Stock, $0.40 Par Value 2009-10-05 4 S 0 1254 11.0845 D 152141 I By Ramius Enterprise Master Fund Ltd Common Stock, $0.40 Par Value 2009-10-02 4 S 0 538 11.2681 D 136402 I By Ramius Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 2009-10-05 4 S 0 1115 11.0845 D 135287 I By Ramius Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 2009-10-02 4 S 0 662 11.2681 D 167889 I By Ramius Merger Arbitrage Master Fund Ltd Common Stock, $0.40 Par Value 2009-10-05 4 S 0 1372 11.0845 D 166517 I By Ramius Merger Arbitrage Master Fund Ltd Common Stock, $0.40 Par Value 2009-10-02 4 S 0 1656 11.2681 D 420145 I By Ramius Value and Opportunity Master Fund Ltd Common Stock, $0.40 Par Value 2009-10-05 4 S 0 3433 11.0845 D 416712 I By Ramius Value and Opportunity Master Fund Ltd Common Stock, $0.40 Par Value 2009-10-02 4 S 0 1363 11.2681 D 345849 I By RCG PB, Ltd Common Stock, $0.40 Par Value 2009-10-05 4 S 0 2826 11.0845 D 343023 I By RCG PB, Ltd Each Reporting Person may be deemed to be a member of a 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 second 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 his or 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. Shares of Common Stock beneficially owned by Ramius Enterprise Master Fund Ltd (Enterprise Master Fund). C4S, as the managing member of Ramius, the sole member of Ramius Advisors, the investment advisor of Enterprise Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Each of Messrs. Cohen, Stark, Solomon and Strauss, as the managing members of C4S, 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). C4S, as the managing member of Ramius, the sole member of Ramius Advisors, 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. Each of Messrs. Cohen, Stark, Solomon and Strauss, as the managing members of C4S, 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 Ramius Merger Arbitrage Master Fund Ltd (Merger Arbitrage Master Fund). C4S, as the managing member of Ramius, the sole member of Ramius Advisors, 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. Each of Messrs. Cohen, Stark, Solomon and Strauss, as the managing members of C4S, 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). C4S, as the managing member of Ramius, the sole member of RCG Starboard Advisors, 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. Each of Messrs. Cohen, Stark, Solomon and Strauss, as the managing members of C4S, may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. Shares of Common Stock beneficially owned by RCG PB, Ltd ("RCG PB"). As the sole member of Ramius Advisors, the investment advisor of RCG PB, Ramius LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the managing member of Ramius LLC, C4S & Co., LLC ("C4S") may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. 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 shares of Common Stock beneficially owned by RCG PB. /s/ Owen S. Littman, Authorized Signatory 2009-10-06 Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member 2009-10-06 Owen S. Littman, as Attorney in Fact for Peter A. Cohen 2009-10-06 Owen S. Littman, as Attorney in Fact for Morgan B. Stark 2009-10-06 Owen S. Littman, as Attorney in Fact for Thomas W. Strauss 2009-10-06 Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon 2009-10-06