0000914760-07-000208 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • December 21st, 2007 • Cpi Corp • Services-personal services

THIS AMENDMENT NO. 2 dated as of December [20], 2007 (this "Amendment") to the Rights Agreement dated as of March 13, 2000 (the "Agreement"), as amended, 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"), as amended on September 5, 2007 is entered into with reference to the following:

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