0000025354-07-000057 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • September 6th, 2007 • Cpi Corp • Services-personal services

THIS AMENDMENT NO. 1 dated as of September 5, 2007 (this "Amendment") to the Rights Agreement dated as of March 13, 2000 (the "Agreement") by and between CPI Corp., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., as successor rights agent to Harris Trust and Savings Bank (the "Rights Agent"), is entered into with reference to the following:

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