RiskMetrics Group Supports Ramius for Board Change at CPI Corp.

The Leading Independent Proxy Voting Advisory Firm Recommends CPI Stockholders
Vote the GOLD Proxy Card to Elect Both Peter A. Feld and Joseph C. Izganics to
Replace Michael Koeneke and Turner White on the CPI Board

Expresses Concerns with Chairman David Meyer's Compensation Arrangements and
CPI's Corporate Governance Practices

States that Mr. Meyer's Performance-Based Equity Awards as a Non-Executive
Chairman and Relatively High Compensation are Not Justified and that Greater
Board Oversight is Warranted

NEW YORK, June 30 /PRNewswire/ -- RCG Starboard Advisors, LLC, a subsidiary of
Ramius LLC (collectively, "Ramius"), today announced that RiskMetrics Group
("RiskMetrics" or "RMG"), the leading independent proxy voting advisory and
risk management consulting firm to the global financial community, has
recommended that stockholders of CPI Corp. ("CPI" or the "Company") (NYSE:
CPY) vote on Ramius's GOLD proxy card to elect Ramius nominees Peter A. Feld
and Joseph C. Izganics to the Board of Directors of CPI to replace current CPI
directors Michael Koeneke and Turner White. Ramius is the largest stockholder
of CPI, owning approximately 23% of the Company's outstanding shares of Common
Stock.

Excerpts of RiskMetrics's Analysis & Recommendation

On the Company's governance and need for greater Board oversight:

-- "We believe the company's governance as it relates to the
COB's (Chairman of the Board) duties and compensation is not in
accordance with best practices. In particular, given the magnitude of
Mr. Meyer's compensation as a non-executive chairman, the unusual
performance based compensation arrangement and the potential for
conflicts of interest in such an arrangement, we feel greater board
oversight is warranted."

On Chairman David Meyer's Troublesome Compensation Arrangements:

-- "In all regards, Mr. Meyer appears to be paid like an executive
chairman but has a non-executive chairman title. That said,
shareholders
may be essentially paying for two CEOs as opposed to one compared to
most companies. Paying for two CEOs raises concerns especially if the
level of compensation is similar and the delineation of duties and
authority between the CEO and chairman are not fully disclosed. In
this
case, RMG has concerns with the compensation committee's
stewardship, in particular the lack of justification behind Mr.
Meyer's performance-based equity awards as a non-executive chairman
and relatively high compensation."

-- "Being that Mr. Meyer is a non-executive chairman but paid
comparable to a named executive officer, RMG believes that his
compensation should be included in the Summary Compensation Table
instead of the Director Compensation Table so that shareholders are
aware of the potential magnitude of payments."

On Who Should Bear the Responsibility for Chairman Meyer's Troublesome
Compensation Arrangements:

-- "Additionally, we note that Mr. Feld was elected as a director on
July 17, 2008 (nominated on June 23, 2008), shortly prior to
finalization of Mr. Myers' (sic) 2008 compensation agreement on
Sept. 22, 2008. As such, given that the dissidents had opposed the COB
compensation and the fact that Mr. Feld had been on the board for a
relatively short period at the time of the COB compensation agreement,
we believe that he shares limited responsibility for it. In
comparison,
Mr. White and Mr. Koeneke, as long standing members of the
compensation
committee, must assume greater responsibility for its stewardship.
Finally, we note while Mr. Koeneke is deemed independent as per RMG
and
exchange standards, we note that he has been affiliated with Mr.
Myers' (sic) through Knightspoint Partners LLC, a company they
co-founded in March 2003." (emphasis added)

On Ramius's Director Nominees:

-- "In sum, we feel the complimentary (sic) skills in finance and
specialty retail sales and marketing will benefit the board."

-- "Mr. Feld brings finance and investment banking experience to the
board. Further, as a direct representative of the company's largest
shareholder, we feel Mr. Feld's interest will likely be aligned
with shareholders and the board will benefit from another independent
shareholder voice."

-- "Mr. Izganics brings additional specialty retail experience from
his 20 years with Home Depot."

On RiskMetrics's Recommendation:

-- "We therefore recommend shareholders vote the dissident GOLD card
FOR nominees Feld, Izganics, Abel, Finkelstein, Glazer and Meyer."

Ramius Partner Mark R. Mitchell stated, "RiskMetrics's support provides
significant validation to our concerns about the current CPI Board,
specifically the undue influence being exerted on the Board by Knightspoint
Partners, material conflicts of interest on the CPI Board and Chairman Meyer's
questionable compensation arrangements. They clearly recognize that the
election of our nominees would help create a more balanced, independent, and
experienced Board, which is in the best interests of all CPI stockholders."

Concluded Mitchell, "We urge our fellow stockholders to send a message to the
current Board by voting their GOLD proxy card today to elect Ramius's director
nominees who are firmly committed to the future success of CPI Corp."

About Ramius LLC

Ramius LLC is a registered investment advisor that manages assets in a variety
of alternative investment strategies. Ramius LLC is headquartered in New York
with offices located in London, Tokyo, Hong Kong, Munich, and Luxembourg.

Media Contact:
Peter Feld
Ramius LLC
(212) 201-4878

CERTAIN INFORMATION CONCERNING PARTICIPANTS

Ramius Value and Opportunity Master Fund Ltd ("Value and Opportunity Master
Fund"), together with the other participants named herein, has made a
definitive filing with the Securities and Exchange Commission ("SEC") of a
proxy statement and accompanying GOLD proxy card to be used to solicit votes
for the election of a slate of director nominees at the 2009 annual meeting of
stockholders of CPI Corp., a Delaware corporation (the "Company").

VALUE AND OPPORTUNITY MASTER FUND ADVISES ALL STOCKHOLDERS OF THE COMPANY TO
READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN
ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF
THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD
BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in this proxy solicitation are Value and Opportunity Master
Fund, Ramius Enterprise Master Fund Ltd ("Enterprise Master Fund"), Starboard
Value & Opportunity Fund, LLC ("Starboard Value & Opportunity Fund"), Ramius
Merger Arbitrage Master Fund Ltd ("Merger Arbitrage Master Fund"), Ramius
Multi-Strategy Master Fund Ltd ("Multi-Strategy Master Fund"), Ramius
Leveraged Multi-Strategy Master Fund Ltd ("Leveraged Multi-Strategy Master
Fund"), Ramius Advisors, LLC ("Ramius Advisors"), RCG Starboard Advisors, LLC
("RCG Starboard Advisors"), Ramius LLC ("Ramius"), C4S & Co., L.L.C. ("C4S"),
Peter A. Cohen ("Mr. Cohen"), Morgan B. Stark ("Mr. Stark"), Thomas W. Strauss
("Mr. Strauss"), Jeffrey M. Solomon ("Mr. Solomon"), Peter A. Feld ("Mr.
Feld") and Joseph C. Izganics ("Mr. Izganics").

As of the date hereof, Value and Opportunity Master Fund beneficially owned
797,988 shares of Common Stock, Starboard Value and Opportunity Fund
beneficially owned 212,040 shares of Common Stock, Merger Arbitrage Master
Fund beneficially owned 192,000 shares of Common Stock, Leveraged
Multi-Strategy Master Fund beneficially owned 29,213 shares of Common Stock,
Multi-Strategy Master Fund beneficially owned 179,614 shares of Common Stock
and Enterprise Master Fund beneficially owned 202,054 shares of Common Stock.
As of the date hereof, RCG Starboard Advisors (as the investment manager of
Value and Opportunity Master Fund and the managing member of Starboard Value
and Opportunity Fund) is deemed to be the beneficial owner of the (i) 797,988
shares of Common Stock owned by Value and Opportunity Master Fund and (ii)
212,040 shares of Common Stock owned by Starboard Value and Opportunity Fund.
As of the date hereof, Ramius Advisors (as the investment advisor of
Multi-Strategy Master Fund, Merger Arbitrage Master Fund, Leveraged
Multi-Strategy Master Fund and Enterprise Master Fund) is deemed to be the
beneficial owner of the (i) 179,614 shares of Common Stock owned by
Multi-Strategy Master Fund, (ii) 192,000 shares of Common Stock owned by
Merger Arbitrage Master Fund, (iii) 29,213 shares of Common Stock owned by
Leveraged Multi-Strategy Master Fund, and (iv) 202,054 shares of Common Stock
owned by Enterprise Master Fund. As of the date hereof, Ramius (as the sole
member of each of RCG Starboard Advisors and Ramius Advisors), C4S (as the
managing member of Ramius) and Messrs. Cohen, Stark, Strauss and Solomon (as
the managing members of C4S) are deemed to be the beneficial owners of the (i)
797,988 shares of Common Stock owned by Value and Opportunity Master Fund,
(ii) 212,040 shares of Common Stock owned by Starboard Value and Opportunity
Fund, (iii) 179,614 shares of Common Stock owned by Multi-Strategy Master
Fund, (iv) 192,000 shares of Common Stock owned by Merger Arbitrage Master
Fund, (v) 29,213 shares of Common Stock owned by Leveraged Multi-Strategy
Master Fund, and (vi) 202,054 shares of Common Stock owned by Enterprise
Master Fund. Messrs. Cohen, Stark, Strauss and Solomon share voting and
dispositive power with respect to the shares of Common Stock owned by Value
and Opportunity Master Fund, Starboard Value and Opportunity Fund,
Multi-Strategy Master Fund, Merger Arbitrage Master Fund, Leveraged
Multi-Strategy Master Fund and Enterprise Master Fund by virtue of their
shared authority to vote and dispose of such shares of Common Stock.

As of the date hereof, Mr. Feld holds 5,252 shares of restricted stock awarded
under the Company's Omnibus Incentive Plan that vest in full on February 6,
2010. As of the date hereof, Mr. Izganics directly owns 500 shares of Common
Stock.

As members of a "group" for the purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended, each of the participants in this proxy
solicitation is deemed to beneficially own the shares of Common Stock of the
Company beneficially owned in the aggregate by the other participants. Each
of the participants in this proxy solicitation disclaims beneficial ownership
of such shares of Common Stock except to the extent of his or its pecuniary
interest therein.

SOURCE Ramius LLC

Peter Feld of Ramius LLC, +1-212-201-4878