0000025354-10-000025 Sample Contracts

AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Rights Agreement • March 18th, 2010 • Cpi Corp • Services-personal services

THIS AMENDMENT NO. 3 (this "Amendment") to the Rights Agreement, dated as of March 12, 2000, as amended on September 5, 2007 and December 21, 2007 (the "Rights Agreement"), by and between CPI Corp., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company, as successor rights agent to Harris Trust and Savings Bank (the "Rights Agent"), is made and entered into as of March 12, 2010.

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