Attached files

file filename
EX-23.0 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - CPI CORPexh23_0.htm
EX-11.2 - COMPUTATION OF INCOME (LOSS) PER SHARE - BASIC - CPI CORPexh11_2.htm
EX-31.1 - CERTIFICATION OF PRESIDENT AND CEO - CPI CORPexh31_1.htm
EX-11.1 - COMPUTATION OF INCOME (LOSS) PER SHARE - DILUTED - CPI CORPexh11_1.htm
EX-10.28 - 1ST AMENDMENT TO 2ND AMENDED & RESTATED CREDIT AGREEMENT - CPI CORPexh1028.htm
EX-32.0 - CERTIFICATION OF CEO AND CFO - CPI CORPexh32_0.htm
EX-21.0 - SUBSIDIAREIS OF THE REGISTRANT - CPI CORPexh21_0.htm
EX-10.40 - AMENDMENT TO CHAIRMAN'S AGREEMENT DATED SEPT. 22, 2008 - CPI CORPexh10_40.htm
EX-10.41 - EXECUTIVE CHAIRMAN AGREEMENT - DAVID MEYER - CPI CORPexh10_41.htm
EX-10.43 - KEITH LAAKKO EMPLOYMENT AGREEMENT - CPI CORPexh10_43.htm
EX-10.44 - KEITH LAAKKO CONFIDENTIALITY AGREEMENT - CPI CORPexh10_44.htm
EX-10.45 - KEITH LAAKKO 1ST AMENDMENT TO EMPLOYMENT AGREEMENT - CPI CORPexh10_45.htm
EX-10.46 - CPI CORP RETIREMENT PLAN AMENDED AND RESTATED - CPI CORPexh10_46.htm
EX-10.42 - TOYS "R" US AMENDED & RESTATED LICENSE AGREEMENT AND AMENDMENT TO SAID AGREEMENT - CPI CORPexh10_42.htm
10-K - CPI CORP.'S FISCAL YEAR 2009 10-K - CPI CORPfy200910k.htm
CERTIFICATION PURSUANT TO
RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934


Certification of Senior Vice President, Finance, Chief Financial Officer and Treasurer

I, Dale Heins, certify that:


1.
I have reviewed this report on Form 10-K of CPI Corp.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)
evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosures controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

 
a)
all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
 

/s/Dale Heins
Dale Heins
Senior Vice President, Finance,
Chief Financial Officer and Treasurer
 
Date: April 20, 2010