CATO CORP — Director's Dealing 2010

May 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: CATO JOHN P D (Director, CHAIRMAN/PRESIDENT/CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-01	Class A Common Stock	A	35034	—	Acquired	215887	Direct
2010-05-01	Class A Common Stock	A	250	—	Acquired	12012	Indirect

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.