AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • June 16th, 2009 • Ramius LLC • 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:
IRREVOCABLE PROXY AND AGREEMENT [DATE]Irrevocable Proxy Agreement • June 16th, 2009 • Ramius LLC • Services-personal services
All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Rights Agreement dated March 13, 2000 between CPI Corp, a Delaware corporation (the "Company") and Computershare Trust Company, N.A., as successor rights agent to Harris Trust and Savings Bank (as amended, the "Rights Agreement"), as amended on September 5, 2007 and December 21, 2007.
