THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Cato Corporation (The) (CTR)

4/17/2006 Proxy Information

During fiscal 2005, the Company had 24 lease agreements with entities in which Mr. George S. Currin, a director of the Company, had an ownership interest. One lease agreement was signed in fiscal 1993, three were signed in fiscal 1994, one was signed in fiscal 1995, one was signed in fiscal 1997, four were signed in fiscal 2000, five were signed in fiscal 2002, three were signed in fiscal 2003, three were signed in fiscal 2004 and three were signed in fiscal 2005. The lease term of each agreement is for a period ranging from five years to ten years with renewal terms at the option of the Company. The Company believes that the terms and conditions of the lease agreements are comparable to those which could have been obtained from unaffiliated leasing companies. The Company paid to the entities controlled by Mr. Currin or his family the amount of $303,612 for rent and related charges during fiscal 2005. The Company paid to entities in which Mr. Currin or his family has a minority interest the amount $770,563 for rent and related charges during fiscal 2005.

The firm of Robinson, Bradshaw & Hinson, P. A. was retained to perform certain legal services for the Company during the last fiscal year. Mr. Robert W. Bradshaw, Jr., a director of the Company, was a shareholder of Robinson, Bradshaw & Hinson, P. A. until December 31, 2000 and currently serves of counsel to the firm. It is anticipated that the firm will continue to provide legal services to the Company during the current fiscal year. Fees paid by the Company to Robinson, Bradshaw & Hinson, P.A. in fiscal 2005 were $125,170.

5/17/2005 Proxy Information

During fiscal 2004, the Company had 23 lease agreements with entities in which Mr. George S. Currin, a director of the Company, had an ownership interest. One lease agreement was signed in fiscal 1993, three were signed in fiscal 1994, one was signed in fiscal 1995, one was signed in fiscal 1997, one was signed in fiscal 1999, four were signed in fiscal 2000, seven were signed in fiscal 2002, two were signed in fiscal 2003, and three were signed in fiscal 2004. The lease term of each agreement is for a period ranging from five years to ten years with renewal terms at the option of the Company. The Company believes that the terms and conditions of the lease agreements are comparable to those which could have been obtained from unaffiliated leasing companies. The Company paid to entities controlled by Mr. Currin or his family the amount of $286,860 for rent and related charges during fiscal 2004. The Company paid to entities in which Mr. Currin or his family has an interest of 50% or less the amount of $800,929 for rent and related charges during fiscal 2004.

The firm of Robinson, Bradshaw & Hinson, P. A. was retained to perform certain legal services for the Company during the last fiscal year. Mr. Robert W. Bradshaw, Jr., a director of the Company, was a shareholder of Robinson, Bradshaw & Hinson, P. A. until December 31, 2000 and currently serves of counsel to the firm. It is anticipated that the firm will continue to provide legal services to the Company during the current fiscal year. Fees paid by the Company to Robinson, Bradshaw & Hinson, P.A. in fiscal 2004 were 189,911.

5/3/2004 Proxy Information

During fiscal 2003, the Company had nineteen lease agreements with entities in which Mr. George S. Currin, a director of the Company, had an ownership interest. One lease agreement was signed in fiscal 1993, three were signed in fiscal 1994, one was signed in fiscal 1995, one was signed in fiscal 1997, one was signed in fiscal 1999, four were signed in fiscal 2000, seven were signed in fiscal 2002, and one was signed in fiscal 2003. The lease term of each agreement is for a period ranging from five years to ten years with renewal terms at the option of the Company. The Company believes that the terms and conditions of the lease agreements are comparable to those which could have been obtained from unaffiliated leasing companies. The Company paid to the entities in which Mr. Currin has an ownership interest the amount of $872,607 for rent and related charges during fiscal 2003.

The firm of Robinson, Bradshaw & Hinson, P. A. was retained to perform certain legal services for the Company during the last fiscal year. Mr. Robert W. Bradshaw, Jr., a director of the Company, was a shareholder of Robinson, Bradshaw & Hinson, P. A. during fiscal 2003 and currently serves of counsel to the firm. It is anticipated that the firm will continue to provide legal services to the Company during the current fiscal year. Fees paid by the Company to Robinson, Bradshaw & Hinson, P.A. in fiscal 2003 were $145,001.

5/1/2003 Proxy Information

Clarice Cato Goodyear is a daughter of Mr. Wayland H. Cato, Jr. Thomas Cato is a son of Mr. Wayland H. Cato, Jr. Edgar T. Cato is the brother of Mr. Wayland H. Cato, Jr.

Mr. Wayland H. Cato, Jr., a director and Chairman of the Board, was paid a salary of $500,000 in fiscal 2002. He received imputed income of $37,360 for term life insurance and tax preparation fees. He recognized a gain in the amount of $2,382,000 on the exercise of stock options in fiscal 2002. In fiscal 2002, he also received $180,751 as reimbursement under a Supplemental Compensation Agreement between the Company and Mr. Wayland H. Cato, Jr. to maintain a split-dollar life insurance policy. The amount reimbursed is based on the lesser of (i) the P.S. 58 term insurance rates, or (ii) the insurer's one-year term insurance rates for insurance available to all standard risks. Under an agreement with Mr. Wayland H. Cato, Jr., the Company is sole owner of a life insurance policy in the face amount of $20,000,000. Upon the death of Mr. Wayland H. Cato, Jr., the Company and an irrevocable trust established by Mr. Wayland H. Cato, Jr. will share equally in the insurance death benefit. This policy was purchased as a result of a tax-free exchange of existing life insurance policies with a death benefit, at the time of exchange, of approximately $11,300,000. The current cash surrender value is approximately $6,022,000. The total policy premium for fiscal 2002 was $427,801. Mr. Wayland H. Cato, Jr. has no interest in the cash surrender value of the current insurance policy.

In fiscal 2002, Mr. Edgar T. Cato, a director, received a salary of $56,000 and imputed income of $16,864 for term life insurance and tax preparation fees.

In April 2003, entities in which Mr. Wayland H. Cato, Jr. and Mr. Edgar T. Cato have a material interest voluntarily paid to the Company $241,705 and $120,852, respectively, in cash as reimbursement for expenses paid over time by the Company for the benefit of those entities, as the Company subsequently determined these expenses were unrelated to the business of the Company. For each of the related parties, the reimbursed amounts included interest through the date of reimbursement, and consisted of $83,372 and $41,687, respectively, for expenses paid by the Company in fiscal 2002 and $61,850 and $30,925, respectively, for expenses paid by the Company in fiscal 2003. The Company has implemented procedures to prevent the payment of similar expenses in the future. The Board of Directors has approved future payment by the Company of some expenses on behalf of entities in which Mr. Wayland H. Cato, Jr. and Mr. Edgar T. Cato have a material interest, but only to the extent that Mr. Wayland H. Cato, Jr., Mr. Edgar T. Cato or these entities first pay the Company, in advance of the Company incurring any of these expenses, an amount sufficient to fund the Company's payment of these expenses.

During fiscal 2002, the Company had twenty-one lease agreements with entities in which Mr. George S. Currin, a director of the Company, had an ownership interest. One lease agreement was signed in fiscal 1993, three were signed in fiscal 1994, one was signed in fiscal 1995, one was signed in fiscal 1997, three were signed in fiscal 1999, four were signed in fiscal 2000, one was signed in fiscal 2001, and seven were signed in fiscal 2002. The lease term of each agreement is for a period ranging from five years to ten years with renewal terms at the option of the Company. The Company believes that the terms and conditions of the lease agreements are comparable to those which could have been obtained from unaffiliated leasing companies. The Company paid to the entities in which Mr. Currin has an ownership interest the amount of $883,367 for rent and related charges during fiscal 2002.

The firm of Robinson, Bradshaw & Hinson, P. A. was retained to perform certain legal services for the Company during the last fiscal year. Mr. Robert W. Bradshaw, Jr., a director of the Company, was a shareholder of Robinson, Bradshaw & Hinson, P. A. during fiscal 2002 and currently serves of counsel to the firm. It is anticipated that the firm will continue to provide legal services to the Company during the current fiscal year. Fees paid by the Company to Robinson, Bradshaw & Hinson, P.A. in fiscal 2002 were $5,631.