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CATO CORP Director's Dealing 2004

Jan 22, 2004

34293_dirs_2004-01-22_a2651eb3-9ee8-4cae-b5ff-56d3a3a2e0ce.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CTR)
CIK: 0000018255
Period of Report: 2004-01-21

Reporting Person: BIRDWELL C DAVID (PRES - IT'S FASHION)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-01-21 CLASS A COMMON STOCK M 2000 $4.9400 Acquired 2000 Direct
2004-01-21 CLASS A COMMON STOCK S 2000 $21.0220 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-01-21 Stock Option (Right to Buy) $4.94 M 2000 Disposed 2006-12-05 CLASS A COMMON STOCK (2000) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (Right to Buy) $12.28 2009-11-01 CLASS A COMMON STOCK (8000) 8000 Direct

Footnotes

F1: This option will vest in 5 equal annual increments beginning 12/05/1997.

F3: This option will vest in 5 equal annual increments beginning 11/01/2000.