JOINT FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of Amendment No. 22 to the Schedule 13D originally filed on September
15, 2003 (including additional amendments thereto) with respect to the shares of
Common Stock, par value $.40 per share, of CPI Corp. This Joint
Filing Agreement shall be filed as an Exhibit to such Statement.
Dated:
December 16, 2009
RCG
PB, Ltd
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RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
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By:
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Ramius
Advisors, LLC,
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By:
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RGC
Starboard Advisors, LLC,
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its
investment advisor
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its
investment manager
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RAMIUS
MULTI-STRATEGY MASTER FUND LTD
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RAMIUS
ENTERPRISE MASTER FUND LTD
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By:
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Ramius
Advisors, LLC,
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By:
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Ramius
Advisors, LLC,
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its
investment advisor
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its
investment advisor
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RAMIUS
ADVISORS, LLC
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RCG
STARBOARD ADVISORS, LLC
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By:
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By:
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its
sole member
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its
sole member
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RCG
HOLDINGS LLC
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By:
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C4S
& CO., L.L.C.
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By:
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Xxxxx
Group, Inc.
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its
managing member
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its
sole member
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XXXXX
GROUP, INC.
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C4S
& CO., L.L.C.
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By:
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/s/
Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxx
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Title:
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Authorized
Signatory
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/s/
Xxxxxxx X. Xxxxxxx
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Xxxxxxx
X. Xxxxxxx, individually and as attorney-in-fact
for Xxxxx X. Xxxxx, Xxxxxx
X. Xxxxx and Xxxxxx X. Xxxxxxx
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The
Xxxxxx of Attorney authorizing certain persons to sign and file this Schedule
13D on behalf of certain Reporting Persons were previously filed as exhibits to
the Schedule 13D.