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CATO CORP Director's Dealing 2010

May 4, 2010

34293_dirs_2010-05-04_f9f1ec20-a72b-4fe7-bfb6-b9c33dc14bc5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CATO)
CIK: 0000018255
Period of Report: 2010-05-01

Reporting Person: COZART WOODY (SVP, GMM It's Fashion Division)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-01	Class A Common Stock	A	3189	—	Acquired	13119	Direct

Footnotes

F1: Compensation Committee awarded restricted shares on March 26, 2010. The grant was effective 5/1/2010, but the shares remain subject to a time-based vesting schedule.