0000025354-06-000042 Sample Contracts

AGREEMENT
Separation Agreement • November 1st, 2006 • Cpi Corp • Services-personal services • Missouri

CPI Corp., a Delaware corporation (the "Corporation"), and Paul C. Rasmussen (“Executive”) enter into this Agreement (this “Agreement”), as of the 30th day of October, 2006.

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SECOND AMENDMENT TO RETENTION AGREEMENT
Retention Agreement • November 1st, 2006 • Cpi Corp • Services-personal services

THIS SECOND AMENDMENT to that certain Retention Agreement by and between THOMAS GALLAHUE, an individual (hereinafter referred to as “Gallahue”) and CONSUMER PROGRAMS INCORPORATED, a Missouri corporation (on behalf of itself and its affiliates hereinafter referred to, alternatively and collectively, as “CPI”) dated as of January 12, 2006 and amended as of August 23, 2006 (hereinafter the Agreement and the First Amendment referred to as the “Retention Agreement”) is entered into as of the 26th day of October, 2006.

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