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Agreement Dated As of August 29,2003, Edgar

This is an actual contract by Cato.

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Sectors: Retail
Governing Law: North Carolina, View North Carolina State Laws
Effective Date: August 29, 2003
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Page 27


THIS AGREEMENT (the " Agreement" ), is made and entered into as of the 29th day of August, 2003 (the " Effective Date" ) by and between The Cato Corporation, a Delaware corporation (the " Company" ), and Edgar T. Cato (" Edgar Cato" ).

W I T N E S S E T H:

WHEREAS, Edgar Cato is an employee and director of the Company; and

WHEREAS, the Company and Edgar Cato have negotiated and agreed on the terms of this Agreement providing for his resignation as an employee and director of the Company and for the ongoing obligation of the parties following the effective date of this Agreement and his retirement from the Company.

NOW, THEREFORE, the parties, intending legally to be bound, hereby agree to the mutual terms and conditions set forth below:

1. Continued Services and Retirement. Edgar Cato shall continue to serve as an employee and as a director of the Company to January 31, 2004 (the " Retirement Date" ) at which time his resignation as an employee and director shall be effective and he shall retire and relinquish all positions and responsibilities with the Company and its subsidiaries and affiliates (the " Cato Group" ) except as specifically set forth herein. Provided, that Edgar Cato shall be entitled, at his option, to resign as a director prior to January 31, 2004 without affecting the obligations of the Company set forth herein.

2. Continuing Obligations of Edgar Cato. In consideration of the benefits to Edgar Cato set forth in paragraph 3 hereof, Edgar Cato shall comply with the following obligations to the Cato Group following the Retirement Date:

A. Confidentiality of Company Information. Edgar Cato acknowledges the confidential and proprietary nature of the Confidential Information of the Cato Group and agrees that he will not, without the prior, express written consent of the Chief Executive Officer of the Company, directly or indirectly:

(i) use or disclose any Confidential Information outside the Cato Group except as required by law, (ii) publish any article with respect thereto, (iii) except in the performance of services to the Cato Group, remove from the premises of the Company, or aid in such removal, any such Confidential

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Exhibit 10.2

Information or any property or material related thereto (except as authorized under subparagraph D below), or (iv) sell, exchange or give away or otherwise dispose of any such Confidential Information now or hereafter owned by the Company.

For purposes of this Agreement, " Confidential Information" means and includes any and all of the following (whether or not documented):

(i) vendor information, including but not limited to names of vendors, vendor transaction information, and billing, purchasing or credit history information about vendors; (ii) financial information, including but not limited to, financial statements, balance sheets, profit and loss statements, earnings, commissions, benefits and salaries paid to employees, sales data and projections, sales and income forecasts, cost analyses, pricing information, business goals and projections, equipment and inventory data, profit margins, and similar information; (iii) all sources and methods of supply, including but not limited to supplier lists, business arrangements, buying and inventory techniques, supply terms, supply and manufacturing contracts, purchasing discounts, distribution agreements, and similar information; (iv) all plans and projections for business opportunities for new or developing business, including but not limited to, marketing concepts, business plans, merchandising and marketing techniques, store leases, store site selection and location plans and processes, real estate activities, real estate/expansion information, advertising strategies, product lines, store development, and sales plans; (v) all information relating to costs, research and development activities, service performance, quality control measures or strategies, loss prevention measures, operating results, pricing strategies, employee lists and other confidential or proprietary information, software, designs, patents, ideas, machinery, plans, know-how and trade secrets; (vi) all
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