RETIREMENT AND RELEASE AGREEMENT

(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

EXHIBIT 10.96

RETIREMENT AND RELEASE AGREEMENT

                THIS RETIREMENT AND RELEASE AGREEMENT is made and entered into as of January 29, 2004, by and between FRAN SCHEPER, an individual (hereinafter referred to as “Scheper”), and Consumer Programs Incorporated, a Missouri Corporation, on behalf of itself and its affiliated corporations (hereinafter referred to, alternatively and collectively, as “CPI”).

                WHEREAS, Scheper has served as an employee of CPI for thirty-seven years, including more than ten years as Executive Vice President, Human Resources; and

                WHEREAS, Scheper has decided to retire; and

                WHEREAS, Scheper is entitled to certain benefits under her Employment Agreement with CPI dated as of February 8, 1998 (the “Employment Agreement”) and under various benefit plans of CPI; and

                WHEREAS, CPI and Scheper desire that Scheper’s benefits be valued and paid out in accordance with the terms set forth in this Agreement; and

                WHEREAS, CPI desires to award to Scheper certain benefits in addition to any to which she may be entitled under the Employment Agreement and the various benefit plans of CPI (hereinafter, the “Special Retirement Benefits”);

                NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereby agree as follows:

                1. Retirement.    Scheper shall retire from employment with CPI and all officer positions she holds with CPI Corp. and its affiliated corporations as of February 6, 2004 (the “Retirement Date”).

                2. Special Retirement Benefits .

                (a)           CPI shall pay to Scheper the gross amount of Two Hundred Eight Thousand Dollars ($208,000.00), less an advance in the amount of Eighty Thousand Dollars ($80,000.00) paid in December 2003, in a lump sum on the Retirement Date.

                (b)           Commencing March 2005 and continuing until she attains age sixty-two (62), CPI shall make supplemental payments to Scheper in the gross amount of One Thousand Five Hundred Ninety-eight Dollars and Sixty-five Cents ($1,598.65) monthly.

                (c)           Scheper may continue to participate in CPI’s group health plan at the rates paid by active employees until she attains age sixty-five.

                (d)           CPI shall pay to Scheper a retirement bonus in the gross amount of Thirty Thousand Dollars ($30,000.00) on the Retirement Date.

                (e)           CPI shall pay to Scheper a stipend for executive search or other transition services in the gross amount of Twenty Thousand Dollars ($20,000.00) on the Retirement Date.

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                (f)            Subject to the approval of the Stock Option Committee of the Board of Director’s of CPI Corp., the exercise period for certain options granted to Scheper to purchase shares of common stock of CPI Corp. that would have expired on the first anniversary of the Retirement Date shall be extended until the earlier of their original expiration date or the second anniversary of the Retirement Date. A schedule of all options held by Scheper and the terms of exercise is attached hereto as Exhibit A and incorporated herein. By execution hereof, the parties agree that the terms of all option agreements under which Scheper holds options shall remain in full force and effect except that the applicable expiration dates for such options shall be as set forth in Exhibit A.

                (g)           CPI will continue to pay the employer’s portion of the premium on Scheper’s General American life insurance policy for a period of two years after the Retirement Date.

                (h)           CPI will pay Scheper a gross amount equal to four (4) weeks of vacation pay (based on Scheper’s current annual salary) on the date of the first regular payment to CPI employees following the Retirement Date.

                (i)            Scheper is entitled to death or supplemental retirement benefits pursuant to subsections 5(g) and 5(i) of the Employment Agreement in the annual gross amount of Eighty-three Thousand Two Hundred Dollars ($83,200.00), payable in equal monthly installments for two hundred forty months, commencing on the earlier of the month after (i) Scheper’s death or (ii) the date on which Scheper attains sixty-five years of age. In lieu thereof, CPI shall pay or cause to be paid to Scheper, the gross amount of Seven Hundred Fifty-four Thousand Eight Hundred Eight