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(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)


EXHIBIT 10.31


September 25, 2009

Mr. David Meyer, Managing Director
Knightspoint Partners, LLC
1325 Avenue of the Americas, 27th Floor
New York, NY 10019

RE: Amendment of Agreement

Dear David:

This will confirm our agreement to amend your agreement with CPI
Corp. (the "Company") dated as of September 22, 2008 (the
Agreement") regarding your compensation as Chairman of the Board
of Directors of the Company (the "Board") during the Company's
fiscal year 2009.

1.	Subsection 1.a.ii. shall be revised in its entirely to read
as follows:

Continuing the development and implementation of the
Company's long-range strategic plan to increase shareholder
value over time including new sources of revenue;

2.	Subsection 1.a.iii. shall be deleted and subsections
1.a.iv. and 1.a.v. shall be
      renumbered as subsections 1.a.iii. and 1.a.iv,
respectively

3.	Subsection 2.b. shall be amended in its entirety to read as
follows:

Annual Performance Bonus:  You will be eligible to receive
an annual performance bonus for each fiscal year of the
Company during the term of this agreement in an amount, in
the aggregate, equal to 0.67% of the Adjusted EBITDA ("Full
Award") as reported in the applicable earnings release of
the Company for such fiscal year.  Your actual performance
bonus for FY2009 will subject to satisfaction of the
targets set out below:

 i.   You will be entitled to an amount equal to 25% of the
Full Award for achievement of $51 million of FY 2009
Adjusted EBITDA;

ii.    You will be entitled to an amount equal to 25% of
the Full Award for achievement of fourth quarter FY 2009
EBITDA of $33.5 million or greater; and

iii. You will be entitled to 50% of the Full Award based on
achievement of such other targets and goals as are
determined by the Committee in its sole discretion,
including but not limited to reallocation of the targets
set out above.
      4.   Subject to the provisions of this Amendment, the
Agreement is hereby ratified and affirmed.

      5.   This Amendment is subject to ratification by the
Board, and you shall be recused from voting on the matter.





Please acknowledge your agreement to the terms set forth herein
by signing and returning one copy of this letter to me.

						Sincerely,

						CPI Corp.


						By:     /s/ Turner White
						          Turner White
						          Chairman, Compensation
Committee

Agreed to this 25th day of September, 2009


/s/ David M. Meyer
David M. Meyer


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