X0303 4 2009-12-15 0 0000025354 CPI CORP CPY 0001475770 Ramius LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001401165 RCG PB, Ltd CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN E9 KY1-1205 CAYMAN ISLANDS 0 0 1 0 0001373638 RAMIUS VALUE & OPPORTUNITY MASTER FUND LTD CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN E9 KY1-1205 CAYMAN ISLANDS 0 0 1 0 0001418492 RAMIUS ENTERPRISE MASTER FUND LTD CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN E9 KY1-1205 CAYMAN ISLANDS 0 0 1 0 0001275886 RAMIUS MULTI-STRATEGY MASTER FUND LTD CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN E9 KY1-1205 CAYMAN ISLANDS 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 0001329989 RCG STARBOARD 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 2009-12-15 4 S 0 188 12.202 D 134110 I By Ramius Enterprise Master Fund Ltd Common Stock, $0.40 Par Value 2009-12-16 4 S 0 339 12.1344 D 133771 I By Ramius Enterprise Master Fund Ltd Common Stock, $0.40 Par Value 2009-12-15 4 S 0 167 12.202 D 119252 I By Ramius Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 2009-12-16 4 S 0 301 12.1344 D 118951 I By Ramius Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 2009-12-15 4 S 0 515 12.202 D 367322 I By Ramius Value and Opportunity Master Fund Ltd Common Stock, $0.40 Par Value 2009-12-16 4 S 0 927 12.1344 D 366395 I By Ramius Value and Opportunity Master Fund Ltd Common Stock, $0.40 Par Value 2009-12-15 4 S 0 630 12.202 D 449110 I By RCG PB, Ltd Common Stock, $0.40 Par Value 2009-12-16 4 S 0 1133 12.1344 D 447977 I By RCG PB, Ltd Each Reporting Person (other than Ramius Enterprise Master Fund Ltd, Ramius Multi-Strategy Master Fund Ltd, Ramius Merger Arbitrage Master Fund Ltd, Ramius Value and Opportunity Master Fund Ltd, and RCG PB, Ltd) 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. 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. Shares of Common Stock beneficially owned by Ramius Enterprise Master Fund Ltd (Enterprise Master Fund). As the investment advisor of Enterprise Master Fund, Ramius Advisors, LLC (Ramius Advisors) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the sole member of Ramius Advisors, Ramius LLC (Ramius) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Shares of Common Stock directly beneficially owned by Ramius Multi-Strategy Master Fund Ltd (Multi-Strategy Master Fund). As the investment advisor of Multi-Strategy Master Fund, Ramius Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund. As the sole member of Ramius Advisors, Ramius 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 Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). As the investment manager of Value and Opportunity Master Fund, RCG Starboard Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the sole member of RCG Starboard Advisors, Ramius 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 investment advisor of RCG PB, Ramius Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the sole member of Ramius Advisors, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. /s/ Owen S. Littman, Authorized Signatory 2009-12-17 /s/ Owen S. Littman, Authorized Signatory 2009-12-17 /s/ Owen S. Littman, Authorized Signatory 2009-12-17 /s/ Owen S. Littman, Authorized Signatory 2009-12-17 /s/ Owen S. Littman, Authorized Signatory 2009-12-17 /s/ Owen S. Littman, Authorized Signatory 2009-12-17 /s/ Owen S. Littman, Authorized Signatory 2009-12-17