Edgar Filing: BUCKLE INC

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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/ / Preliminary Proxy Statement
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/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12

THE BUCKLE, INC.
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(Name of Registrant as Specified In Its Charter)

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THE BUCKLE, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 2, 2005

To Our Stockholders:

The Annual Meeting of Stockholders of The Buckle, Inc. will be held at the
Holiday Inn, Kearney, Nebraska, on Thursday, June 2, 2005 at 10:00 A.M., for the
following purposes:

1. To elect a Board of Directors. The Board of Directors intends to
nominate the following persons, each of whom currently serves as a
Board member: Daniel J. Hirschfeld, Dennis H. Nelson, Karen B. Rhoads,
James E. Shada, Robert E. Campbell, William D. Orr, Ralph M. Tysdal,
Bill L. Fairfield, Bruce L. Hoberman and David A. Roehr.
2. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent accountants for the fiscal year ending January 28, 2006.
3. To approve the Company's 2005 Management Incentive Plan.
4. To approve the Company's 2005 Restricted Stock Plan.
5. To approve Performance Based Awards granted pursuant to the Company's
2005 Restricted Stock Plan.
6. To transact such other business as may properly come before the
meeting and any adjournments or postponements thereof.

Only stockholders of record at the close of business on March 30, 2005, are
entitled to notice of and to vote at the Annual Meeting and at any and all
adjournments or postponements thereof.

A copy of the Company's annual report is being mailed with this proxy statement
to stockholders entitled to notice of this meeting.

By Order of the Board of Directors,

/s/ Kyle L. Hanson
------------------
Kyle L. Hanson, Secretary

April 27, 2005

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE DATE, SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE.

THE BUCKLE, INC.
2407 West 24th Street
Kearney, NE 68845

PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD JUNE 2, 2005

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of The Buckle, Inc. ("the Company") for use at the
Annual Meeting of Shareholders of the Company to be held June 2, 2005, or at any
adjournments of said meeting (the "Meeting"). The enclosed form of proxy, if
executed, may nevertheless be revoked at any time insofar as it has not been
exercised. When such proxy is properly executed and returned, the shares it
represents will be voted at the meeting in accordance with any directions noted
thereon; or if no direction is indicated, it will be voted in favor of the
proposals set forth in the notice attached hereto.

The Company will bear the cost of solicitation of proxies, including the charges
and expenses of brokerage firms and others for forwarding solicitation materials
to beneficial owners of stock. In addition to the use of mail, proxies may be
solicited by personal interview, by telegram or by telephone. Copies of the
Proxy Statement and proxy form will be first provided to shareholders on May 2,
2005.

VOTING INFORMATION

As of March 30, 2005, the Company has outstanding 18,712,956 shares of Common
Stock. Each share of Common Stock is entitled to one vote. Only holders of
Common Stock of record on March 30, 2005 will be entitled to vote at the Annual
Meeting of Shareholders. A holder of Common Stock is entitled to cumulate his or
her votes in the election of directors and may give one or more candidates as
many votes as the number of directors to be elected multiplied by the total
number of shares owned by such shareholder. Under Nebraska law there are no
conditions precedent to the exercise of cumulative voting rights. On all other
matters which may come before the Meeting, each holder of Common Stock will be
entitled to one vote for each share owned.

Votes cast by proxy or in person at the Annual Meeting will be tabulated by the
election inspector appointed for the meeting and will determine whether or not a
quorum is present. The election inspector will treat abstentions as shares that
are present and entitled to vote for purposes of determining the presence of a
quorum, but as unvoted for purposes of determining the approval of any matter
submitted to the shareholders for a vote. If a broker indicates on the proxy
that it does not have discretionary authority as to certain shares to vote on a
particular matter, those shares will not be considered as present and entitled
to vote with respect to that matter.

BENEFICIAL OWNERSHIP OF COMMON STOCK

PRINCIPAL SHAREHOLDERS

As of March 30, 2005, the Common Stock was held of record by 346 shareholders.
The following table sets forth certain information concerning the beneficial
ownership of Common Stock by each stockholder who is known by the Company to own
beneficially in excess of 5% of the outstanding Common Stock, by each director,
and by all executive officers and directors as a group, as of March 30, 2005.
Except as otherwise indicated, all persons listed below have (i) sole voting
power and investment power with respect to their shares of Common Stock assuming
the exercise of all outstanding Options, except to the extent that authority is
shared by spouses under applicable law, and (ii) record and beneficial ownership
with respect to their shares of Common Stock.

Name of Beneficial Owner Shares of Common Stock
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Sole Voting and Shared Voting and Right to
Investment Power Investment Power (1) Acquire (2) Percent
---------------- -------------------- ----------- -------

Daniel J. Hirschfeld 9,900,000 0 0 52.90%
Dennis H. Nelson 886,758 32,553 765,300 8.06%
James E. Shada 85,118 1,050 246,250 1.59
Karen B. Rhoads 58,355 655 195,060 1.22
Bill L. Fairfield 1,560 0 13,590 *
Robert E. Campbell 3,700 0 15,150 *
William D. Orr 1,500 0 5,250 *
Ralph M. Tysdal 6,200 0 15,150 *
Bruce L. Hoberman 1,000 0 10,800 *
David A. Roehr 0 0 3,000 *
All executive officers and
directors as a group (14) 11,000,071 35,820 1,689,380 60.91%
* Less than 1%

(1) These amounts include shares owned within participants' 401(k) accounts
for which the voting power is held by Wells Fargo Bank, N.A. Share
amounts include Dennis H. Nelson with 1,453 and all executive officers as
a group with 2,207.

(2) These amounts represent shares as to which the named individual has the
right to acquire through exercise of options which are exercisable within
the next 60 days.

PROPOSAL 1

ELECTION OF DIRECTORS

Directors will be elected at the June 2, 2005 Annual Meeting to serve until the
next Annual Meeting and until their successors are elected and qualified. The
By-laws of the Company provide that ten directors are to be elected.

The Board of Directors recommends the election of the ten nominees listed below.
In the absence of instructions to the contrary, shares represented by the Proxy
will be voted for the election of all such nominees to the Board of Directors.
The Board of Directors has no reason to believe that any of these nominees will
be unable to serve. However, if any nominee should for any reason be unavailable
to serve, the proxies will be voted for the election of such other person to the
office of Director as the Board of Directors may recommend in place of such
nominee. Set forth below is certain information concerning the nominees which is
based on data furnished by them.

DANIEL J. HIRSCHFELD, AGE 63. Mr. Hirschfeld is Chairman of the Board of the
Company. He has served as Chairman of the Board since April 19, 1991. Prior to
that time, Mr. Hirschfeld served as President and Chief Executive Officer. Mr.
Hirschfeld has been involved in all aspects of the Company's business, including
the development of the Company's management information systems.

DENNIS H. NELSON, AGE 55. Mr. Nelson is the President and Chief Executive
Officer and a Director of the Company. He has served as President and Director
since April 19, 1991. Mr. Nelson was elected as Chief Executive Officer by the
Board of Directors on March 17, 1997. Mr. Nelson began his career with the
Company in 1970 as a part-time salesman while he was attending Kearney State
College (now the University of Nebraska - Kearney). While attending college, he
became involved in merchandising and sales supervision for the Company. Upon
graduation from college in 1973 Mr. Nelson became a full-time employee of the
Company and he has worked in all phases of the Company's operations since that
date. Prior to his election as President and Chief Operating Officer on April
19, 1991, Mr. Nelson performed all of the functions normally associated with
those positions.

KAREN B. RHOADS, AGE 46. Ms. Rhoads is the Vice-President - Finance and a
Director of the Company, and is the Chief Financial Officer. Ms. Rhoads was
elected a Director on April 19, 1991. She worked in the corporate offices during
college, and later worked part-time on the sales floor. Ms. Rhoads practiced as
a CPA for 6 1/2 years, during which time she began working on tax and accounting
matters for the Company as a client. She has been employed with the Company
since November, 1987.

JAMES E. SHADA, AGE 49. Mr. Shada is the Executive Vice-President - Sales and a
Director of the Company. Mr. Shada was elected Vice President of Sales on April
19, 1991 and Executive Vice President of Sales on May 31, 2001. He was elected
as a Director on March 11, 2002. Mr. Shada began his career with the Company in
November of 1978 as a part-time salesman while attending Kearney State College
(now the University of Nebraska - Kearney). He later served as store manager for
the Company before returning to the corporate office in 1985 as the Company's
sales manager. He is also involved in other aspects of the business including
site selection and development and education of personnel as store managers and
as area and district managers.

ROBERT E. CAMPBELL, AGE 62. Mr. Campbell has been a Director of the Company
since July 1, 1991. Since 1985, Mr. Campbell served as Chairman and Chief
Executive Officer, and currently President and Operating Manager, of Miller &
Paine LLC, a company which owns and manages office and retail properties in
Lincoln, Nebraska. Before 1988, Miller & Paine owned and operated department
stores in Lincoln and Grand Island, Nebraska, which were sold to Dillards
Department Stores, Inc. Since September 1997, Mr. Campbell has also served as
Development Officer for the Madonna Foundation, which supports the Madonna
Rehabilitation Hospital in Lincoln, Nebraska.

WILLIAM D. ORR, AGE 70. Mr. Orr has been a Director of the Company since July 1,
1991. He retired in 1997 from Woodmen Accident & Life Company, an insurance
company in Lincoln, Nebraska where he had served as Senior Vice President,
Agency and Marketing Operations since 1987 and he had worked for Woodmen since
1960.

RALPH M. TYSDAL, AGE 67. Mr. Tysdal has served as a Director of the Company
since July 1, 1991. Mr. Tysdal retired in 2002. He previously owned and operated
McDonald's restaurants in Broken Bow, North Platte and Ogallala, Nebraska. He
began his McDonald's ownership in 1978.

BILL L. FAIRFIELD, AGE 58. Mr. Fairfield has served as a Director of the Company
since May 30, 1996. Mr. Fairfield is currently the Chairman of DreamField
Capital Ventures, LLC, a company focused on economic development of the
Mid-Plains region through management services and venture capital assistance.
Mr. Fairfield currently serves on the Board of Directors of MSI, Inc. In 2003
and 2004 Mr. Fairfield was the Executive Vice President of Sitel Corporation,
and from 1991 until October 2000, Mr. Fairfield was President and Chief
Executive Officer of Inacom Corp., a technology management services company.
Prior to 1991 Mr. Fairfield was CEO of Valcom, the predecessor company to Inacom
Corp.

BRUCE L. HOBERMAN, AGE 58. Mr. Hoberman has served as a Director of the Company
since June 2, 2000. He is currently the CEO of Proxibid, Inc., an internet
auction service provider and a member of the MSI, Inc. Board of Directors. Mr.
Hoberman was the Founder and President of Homer's, Inc., a retail chain and
distribution company, based in Omaha, Nebraska, from 1971-1993.

DAVID A. ROEHR, AGE 48. Mr. Roehr has served as a Director of the Company since
September 18, 2000. Mr. Roehr is Executive Vice President of Cabela's, Inc., a
position he has held since July 2003. Prior to that, he had served as President
and CFO of Cabela's, Inc., the world's foremost outfitter of hunting, fishing,
camping and outdoor gear, headquartered in Sidney, Nebraska. Mr. Roehr also
serves as Chairman, President and CEO of World's Foremost Bank, a bank
subsidiary of Cabela's, headquartered in Lincoln, Nebraska. He has been employed
by Cabela's since 1994. Prior to Mr. Roehr's association with Cabela's, he
served as a tax partner at Grant Thornton, LLP in Lincoln, Nebraska where he
practiced public accounting from 1981 - 1994.

Approval of this Proposal requires a favorable vote of the holders of a majority
of the votes cast by all holders of the outstanding shares of Common Stock
voting together as a single class at the meeting. Therefore, an abstention will
not have the effect of a vote for or against the Proposal and will not be
counted in determining the number of votes required for approval, but will be
counted in determining the presence of a quorum.

CORPORATE GOVERNANCE

THE COMPANY IS A "CONTROLLED COMPANY." Because as of March 30, 2005, Daniel J.
Hirschfeld, the Chairman of the Board, owned and controlled approximately 53% of
the voting power of the Company's common stock, the Company is a "controlled
company" under the New York Stock Exchange Corporate Governance Standards (the
"NYSE Standards"), and the Board of Directors has chosen to take advantage of
all of the exemptions available to "controlled companies" under section 303A of
the NYSE Standards. The Company is exempt from the requirements:

1. to have a majority of independent directors (although the Board of
Directors has determined that a majority of the Company's directors and
nominees are independent under the NYSE Standards);

2. to have a nominating/corporate governance committee composed entirely of
independent directors; and

3. to have a compensation committee with a written charter meeting the NYSE
Standards which is composed entirely of independent directors (although the
Company has had a compensation committee composed entirely of independent
directors since immediately prior to the Company's initial public stock
offering in 1992).

BOARD COMMITTEE CHARTERS

The Charter for the Company's Audit Committee is available free of charge as set
forth in the Report of the Audit Committee appearing later in this Proxy
Statement. When and if a written Charter for the Compensation Committee is
adopted, that Charter will also be posted on the Company's website at
WWW.BUCKLE.COM.

CORPORATE GOVERNANCE GUIDELINES

The Board of Directors has adopted Corporate Governance Guidelines to assist the
Board in the exercise of its responsibilities. The Corporate Governance
Guidelines are available free of charge on the Company's website at
WWW.BUCKLE.COM or upon written request to the Corporate Secretary, The Buckle,
Inc., P.O. Box 1480, Kearney, NE 68848.

CODE OF ETHICS

The Company has a Code of Ethics that applies to all teammates, including the
Chief Executive Officer and the Chief Financial Officer, as well as all members
of the Board of Directors. The Code of Ethics is available free of charge on the
Company's website at WWW.BUCKLE.COM or upon written request to the Corporate
Secretary, The Buckle, Inc., P.O. Box 1480, Kearney, NE 68848.

The Company intends to satisfy its disclosure obligations under applicable rules
of the Securities and Exchange Commission regarding an amendment to or waiver
from a provision of the Company's Code of Ethics that applies to the Company's
Chief Executive Office or its Chief Financial Officer, by posting such
information on its internet website.

INDEPENDENCE

The Board has determined that all non-employee Directors of the Company,
comprising six of the ten members of the Board, are independent under NYSE
Standards. In addition, all committee members, other than the Executive
Committee members, meet the applicable independence requirements of the NYSE
Standards, even though the Company is exempt from some of those Standards.

EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

The Company's independent Directors meet separately in executive session without
employee Directors or representatives of management at each regularly scheduled
quarterly meeting of the Board.

STOCKHOLDER COMMUNICATION WITH THE BOARD OF DIRECTORS

Stockholders or other interested parties may contact the Board of Directors, or
the non-employee Directors as a group, at the following address:

Board of Directors or Outside Directors
The Buckle, Inc.
P.O. Box 1480
Kearney, NE 68848

Communications regarding accounting, internal accounting controls or auditing
matters may also be reported to the Company's Board of Directors using the above
address or through The Buckle Ethics Hotline. Information about how to contact
The Buckle Ethics Hotline is also available on the Company's website at
WWW.BUCKLE.COM and in the Company's Code of Ethics.

COMPANY WEBSITE

Information on the Company's website is not incorporated by reference into this
Proxy Statement.

MEETINGS AND COMMITTEES OF THE BOARD

During fiscal 2004, four meetings of the Board of Directors, twelve meetings of
the Executive Committee, six meetings of the Compensation Committee and seven
meetings of the Audit Committee were held. No Director was absent from more than
twenty-five percent of the aggregate of (1) the total number of meetings of the
Board of Directors and (2) the total number of meetings held by all committees
on which he or she served. The Company has no nominating committee, but it does
have the following standing committees:

EXECUTIVE COMMITTEE. The Executive Committee has the power and authority of
the Board of Directors to manage the affairs of the Company between
meetings of the Board of Directors. The Executive Committee establishes
compensation for all non-officer employees of The Company. The Committee
also regularly reviews significant corporate matters and recommends action
as appropriate to the Board. Members of the Executive Committee presently
are Daniel J. Hirschfeld, Dennis H. Nelson, and Karen B. Rhoads.

AUDIT COMMITTEE. The Audit Committee meets with the Company's chief
financial officer and independent accountants to review the scope of
auditing procedures and the policies relating to internal controls and to
review the Company's public financial statements. The current members of
such committee are William D. Orr, Robert E. Campbell, Bill L. Fairfield,
Ralph M. Tysdal, Bruce L. Hoberman and David A. Roehr. The Board of
Directors has determined that the Company has at least one audit committee
member that meets the requirements of a financial expert. David Roehr,
serving on the audit committee and fulfilling the audit committee financial
expert role, is independent with respect to the Company and its management.

COMPENSATION COMMITTEE. The Compensation Committee is responsible for
establishing the Company's philosophy, policies and strategies relating to
executive compensation and for evaluating the performance of the Company's
Chief Executive Officer. The Compensation Committee also administers the
Company's 1991 Stock Incentive Plan, the Company's Non-Qualified Stock
Option Plan and Agreement with Dennis Nelson, the Company's 1991
Non-Qualified Stock Option Plan, the Company's 1993 Executive Stock Option
Plan, the Company's 1995 Executive Stock Option Plan, the 1995 Management
Incentive Plan, the 1997 Executive Stock Option Plan, the 1997 Restricted
Stock Plan, the 1997 Management Incentive Plan, the 1998 Management
Incentive Plan, the 1999 Management Incentive Plan, the 2002 Management
Incentive Plan, the 2004 Management Incentive Plan, the 2005 Restricted
Stock Plan and the 2005 Management Incentive Plan. The current members of
the Compensation Committee are Bill L. Fairfield, Robert E. Campbell,
William D. Orr, Ralph M. Tysdal, Bruce L. Hoberman and David A. Roehr.

DIRECTOR COMPENSATION

For their services as Directors in fiscal 2004, the members of the Board of
Directors who are not employees of the Company were paid $12,000 annually,
$2,500 for each quarterly board meeting they attended and $500 for each
telephonic meeting held for the board or any committee thereof. The Chairman of
each Committee of the Board receives an additional $500 per quarter for their
service as Chairman.

In addition, each non-employee Director (defined as a Director of the Company
who is not an officer or employee of the Company or any Subsidiary) is annually
granted options to purchase shares of Common Stock of the Company. Options to
purchase 3,000 shares will be granted to each non-employee Director on the first
day of the Company's fiscal year. In addition, each non-employee Director is
granted an option to purchase 300 shares on the date such Director is first
elected to the Board of Directors of the Company. All options have a term of ten
years from the date of grant and are exercisable 25 percent immediately, with an
additional 25 percent being exercisable on each of the first three successive
anniversaries of the date of the grant. The exercise price for each option is
the fair market value of a share on the date of grant. Fair market value means
the average of the highest and lowest quoted selling price of a share of Common
stock as reported on New York Stock Exchange. There are no family relationships
among any of the Directors or Officers of the Company.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers, directors and greater than 10% shareholders
("Reporting Persons") to file certain reports ("Section 16 Reports") with
respect to beneficial ownership of the Company's equity securities. Based solely
on its review of the Section 16 Reports furnished to the Company by its
Reporting Persons and, where applicable, any written representations by any of
them that no Form 5 was required, all Section 16(a) filing requirements
applicable to the Company's Reporting Persons during and with respect to fiscal
2004 have been complied with on a timely basis.

PROPOSAL 2

RATIFICATION OF INDEPENDENT ACCOUNTANTS

For the years ended January 29, 2005 and January 31, 2004, professional services
were performed by Deloitte & Touche LLP, the member firms of Deloitte Touche
Tohmatsu and their respective affiliates (collectively "Deloitte & Touche").
Subject to stockholder ratification, the Audit Committee has re-appointed the
firm of Deloitte & Touche LLP, an independent registered public accounting firm,
as independent auditors to audit the accounts of the Company for the fiscal year
2005. Deloitte & Touche LLP has served as the independent auditors of the
Company since December, 1990.

The Board of Directors recommends that stockholders vote "FOR" such
ratification. Unless contrary instructions are given, the proxies solicited by
the Board of Directors will be voted "FOR" such ratification. Ratification will
require affirmative vote of holders of a majority of the Common Stock present or
in proxy, at the meeting.

Audit and audit-related fees aggregated $533,715 and $178,275 for the years
ended January 29, 2005 and January 31, 2004, respectively and were composed of
the following:

AUDIT FEES
The aggregate fees billed for the audit of the Company's annual financial
statements for the fiscal years ended January 29, 2005 and January 31, 2004 and
for the reviews of the financial statements included in the Company's Quarterly
Reports on Form 10-Q for the fiscal year were $458,000 and $128,410,
respectively.

AUDIT-RELATED FEES
The aggregate fees billed for Audit-Related services for the fiscal years ended
January 29, 2005 and January 31, 2004 were $75,715 and $49,865, respectively.
These fees relate to "404 readiness" services provided to the Company for the
purpose of analyzing the internal control environment and providing
recommendations to management for improvements during the fiscal years ended
January 29, 2005 and January 31, 2004, and for the audit of the Company's 401(k)
Profit Sharing Plan for the plan years ended January 31, 2005 and 2004.

TAX FEES
The aggregate fees billed for tax services for the fiscal years ended January
29, 2005 and January 31, 2004 were $20,385 and $41,816, respectively. These fees
relate to preparation of the state and federal income tax returns and work
related to electing change in accounting methods for certain income tax items
for the fiscal year ended January 29, 2005 and relate to preparation of the
state and federal income tax returns and work related to electing change in
accounting methods for certain income tax items for the fiscal year ended
January 31, 2004.

ALL OTHER FEES
The aggregate fees for services not included above were $0 and $0, respectively,
for the fiscal years ended January 29, 2005 and January 31, 2004.

One or more representatives of Deloitte & Touche LLP are expected to be present
at the Annual Meeting and will have an opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions.

PROPOSAL 3

PROPOSAL TO APPROVE THE COMPANY'S
2005 MANAGEMENT INCENTIVE PLAN

The Board of Directors believes that the continued success of the Company
depends on its ability to attract, retain and motivate key employees.
Accordingly, the Compensation Committee of the Board of Directors has reviewed
the

Company's executive incentive compensation program and recommends that the
Company's shareholders approve the 2005 Management Incentive Plan (the "2005
Incentive Plan"). In order for payment of certain incentive awards to be
deductible under the current Internal Revenue Code (the "Code'), such awards
must be paid under a plan like the 2005 Incentive Plan which has been approved
by the shareholders. The 2005 Incentive Plan is set forth in Exhibit "A" to this
Proxy Statement. The following discussion is qualified in its entirety by
reference to the text of the 2005 Incentive Plan.

BACKGROUND.

The 2005 Incentive Plan is modeled after the 2004 Management Incentive Plan
approved by the Shareholders of the Company at the Annual Meeting held in 2004
(the "2004 Incentive Plan"). The 2004 Incentive Plan was designed to motivate
the Company's key employees to improve stockholder value by linking a portion of
their compensation to the Company's financial performance. The 2004 Incentive
Plan was a one-year plan. The 2005 Incentive Plan is also a one-year plan.

The goals of the Compensation Committee with regard to cash compensation have
been and continue to be:

o to establish base salaries at a competitive level;
o to establish a cash bonus program that rewards exceptional
performance;
o to eliminate cash bonuses based upon participation in the first dollar
of profits; and
o to eliminate an automatic and mathematical bonus in the event that the
Company's performance does not at least equal performance for the
immediately preceding fiscal year.

DESCRIPTION OF THE INCENTIVE PLAN.

The 2005 Incentive Plan is administered by the Compensation Committee of the
Board of Directors. The Compensation Committee must be comprised solely of
Directors who are "outside Directors" as defined in Section 162(m) of the Code.
The 2005 Incentive Plan encompasses two types of incentive.

o an annual Cash Award; and
o an annual grant of Restricted Stock pursuant to the 2005 Restricted
Stock Plan.

The Committee's powers include authority, within the limitations set forth in
the 2005 Incentive Plan, to:

o select the persons to be granted Cash Awards and Shares of Restricted
Stock;
o determine the time when Cash Awards and Restricted Stock will be
granted;
o determine whether objectives and conditions for earning Cash Awards
and Restricted Stock have been met;
o determine whether payment of Cash Awards and Restricted Stock will be
made at the end of an award period or deferred; and
o approve discretionary year-end cash incentives for extraordinary
events.

Any employee of the Company whose performance the Committee determines can have
a significant effect on the success of the Company - designated a Key Employee
by the Plan - will be granted annual incentive Cash Awards under the 2005
Incentive Plan. Because the number of Key Employees may change over time and
because the selection of participants is discretionary, it is impossible to
determine the number of persons who will be eligible for awards under the 2005
Incentive Plan during its term. However, it is anticipated that seven persons
will receive Cash Awards for fiscal 2005 under the 2005 Incentive Plan.

The 2005 Incentive Plan includes the creation of a Bonus Pool as a Cash
Incentive for executives. This Bonus Pool will be calculated based upon dollars
of growth in key performance categories compared to the Base Year Amounts,
multiplied by the applicable percentage amounts as outlined in the Plan,
multiplied by a factor determined by the growth in Pre-Bonus Net Income (the
"Pre-Bonus Net Income Factor") and multiplied by a factor determined by the
growth in Gross Margin (the "Margin Factor") (see Exhibit A). The applicable
percentage amounts for the 2005 Incentive Plan include 8.5% of the increase in
Same Store Sales, 5% of the increase in Margin, and 15% of the increase in
Pre-Bonus Net Income. The Base Year Amounts are determined using the immediately
preceding fiscal year for Same Store Sales and the prior three-year rolling
average for the Margin and Pre-Bonus Net Income, with the prior fiscal year
receiving a weighting factor of 4 and the other two years receiving a weighting
factor of 1. The Pre-Bonus Net Income Factor is .80 of the 15% of the increase
in Pre-Bonus Net Income for increases from 0% to 19.99%; .70 for growth in
Pre-Bonus Net Income of at least 20.0% and up to 29.99%; 0.64 for growth in
Pre-Bonus

Net Income of at least 30.0% and up to 39.99%; and .55 for growth in Pre-Bonus
Net Income of 40% or greater. The Margin Factor is .80 for growth in Margin up
to 19.99%; .70 for growth in Margin of at least 20.0% and up to 39.99%; and .64
for growth in Margin of 40% or greater. Bonus Pool Awards pursuant to the 2005
Incentive Plan will be in addition to Base Salaries.

Base salaries for fiscal 2005 for the executive officers included in the Summary
Compensation Table are as follows:

NAME BASE SALARY
---- -----------
Dennis H. Nelson $785,000
James E. Shada $445,000
Kari G. Smith $256,000
Patricia K. Whisler $275,000
Brett P. Milkie $260,000

CASH AWARDS.

Each Participant in the Plan shall receive a Cash Award equal to 100% of the
Participant's share of the Bonus Pool. The President's share of the Bonus Pool
is 40.0%, and the share of each other Participant in the Bonus Pool shall be
determined by the President prior to the first day of each Plan Year (or
immediately upon adoption of the Plan).

No payment of a Cash Award for the year may be made to an Executive until the
Company's Same Store Sales, Margin and Pre-Bonus Net Income for the year are
certified by the Committee. A Participant shall not be entitled to receive
payment of an Award unless such Participant is still in the employ of (and shall
not have delivered notice of resignation to) the Company on the last day of the
fiscal year for which the Cash Award is earned.

RESTRICTED STOCK

Restricted Stock was granted, subject to shareholder approval, to Participants
pursuant to the 2005 Restricted Stock Plan as of February 22, 2005. Shares
awarded under the Plan will vest according a performance feature whereby shares
granted will vest over four years if an 8% increase in fiscal 2005 Pre-Bonus Net
Income is achieved. Upon the Compensation Committee's certification of the
achievement of the performance results, 20% of the Restricted Stock Shares would
vest immediately, with 20% vesting in January of 2007, 30% in January of 2008
and 30% in January of 2009.

If the Performance Goal is not met (i.e. if an 8% increase in fiscal 2005
Pre-Bonus Net Income is not achieved), then the Restricted Stock may vest upon
the attainment of a second performance feature based upon the Fair Market Value
of the Company's Common Stock. Fair Market Value for this purpose means the
closing price of a Share of Common Stock of the Company as reported on the
composite tape for securities listed on the New York Stock Exchange on the
applicable date. The Base Date for measuring the initial Fair Market Value of
the Company Stock is April 30, 2005, the last day of the first fiscal quarter of
fiscal 2005. Shares will vest 20%, 20%, 30% and 30% in fiscal years 2006, 2007,
2008 and 2009, respectively, on condition that on the last day of the first
fiscal quarter in each fiscal year, the Fair Market Value of the Company's Stock
has increased at a cumulative rate of 7.2% per year over the Fair Market Value
of the Common Stock of the Company as of the Base Date. The targets for an
increase in the Fair Market Value of the Common Stock of the Company are
cumulative, so that, by way of example, if as of the last day of the first
fiscal quarter in the year 2006, the Fair Market Value of the Company's Common
Stock has not increased by at least 7.2%, then the 20% of the Shares shall not
vest as of that date, but in the event that the Fair Market Value of the
Company's Common Stock on the last day of the first fiscal quarter in the year
2007 shall increase from the Base Date at the cumulative rate of 7.2% per year,
then 40% of the Shares will vest as of the last day of the first fiscal quarter
in the year 2007. In all events, Shares shall be vested only upon certification
of the Fair Market Value of the Company's Common Stock by the Compensation
Committee. The Participant must remain in the employ of the Company on the
Determination Date in order to become Vested in the Shares.

AMENDMENTS.

The Committee may amend the 2005 Incentive Plan from time to time, provided that
no amendment to the 2005 Incentive Plan shall be effective unless approved by
the Company's shareholders, to the extent that such shareholder approval is
required under Section 162(m) of the Code with respect to awards which are
intended to qualify under that Section.

NEW PLAN BENEFITS.

No Cash Awards have been granted under the 2005 Incentive Plan, and it is not
determinable what Cash Awards will be received by any employee under the 2005
Incentive Plan. However, the following table provides information concerning the
Cash Award and Restricted Stock that would have been received by each of the
following persons and groups for the last completed fiscal year had the 2005
Incentive Plan been in effect.

NEW PLAN BENEFITS
2005 Management Incentive Plan

--------------------------------------------------- -------------------- ----------------------
Name and Position Cash Award Restricted Stock
--------------------------------------------------- -------------------- ----------------------

Dennis H. Nelson, President & CEO 1,751,201 21,200
--------------------------------------------------- -------------------- ----------------------
James E. Shada, Executive Vice-President Sales 875,600 9,800
--------------------------------------------------- -------------------- ----------------------
Kari G. Smith, Vice-President Sales 350,240 4,750
--------------------------------------------------- -------------------- ----------------------
Patricia K. Whisler, Vice-President Women's
Merchandising 350,240 4,750
--------------------------------------------------- -------------------- ----------------------
Brett P. Milkie, Vice-President Leasing 350,240 4,750
--------------------------------------------------- -------------------- ----------------------
All Executive Officers 4,073,409 51,600
--------------------------------------------------- -------------------- ----------------------
Non-Executive Officer Directors (0 persons) -0- -0-
--------------------------------------------------- -------------------- ----------------------

With respect to Proposal 3, the Board of Directors recommends the shareholders
vote FOR approval of the COMPANY'S 2005 MANAGEMENT INCENTIVE Plan.

PROPOSAL 4

PROPOSAL TO APPROVE
THE 2005 RESTRICTED STOCK PLAN

The Board of Directors of the Company has adopted, subject to shareholder
approval, the following 2005 Restricted Stock Plan (the "Executive Plan"):

DESCRIPTION OF THE 2005 RESTRICTED STOCK PLAN

The 2005 Restricted Stock Plan is administered by the Compensation Committee of
the Board of Directors, which Committee is composed of Directors who are not
eligible to participate in the 2005 Restricted Stock Plan and who qualify as
"non-employee directors" as contemplated by Rule 16(b)(3) adopted by the
Securities and Exchange Commission and as "outside directors" under Section
162(m) of the Internal Revenue Code. The Compensation Committee has authority
under the 2005 Restricted Stock Plan to grant awards of Restricted Stock.
Non-employee Directors are not eligible to receive awards under the 2005
Restricted Stock Plan.

A total of 200,000 shares of Common Stock are reserved for issuance under the
2005 Restricted Stock Plan. There is no limit on the number of Shares of
Restricted Stock that may be issued to any Participant. Shares subject to the
2005 Restricted Stock Plan are authorized but unissued shares. Shares reaquired
by the Company are returned to the status of authorized but unissued shares
pursuant to the Business Corporation Act of Nebraska.

The provisions governing the disposition of specific awards granted under the
2005 Restricted Stock Plan in the event of the retirement, disability, death or
other termination of employment of the Participant, as well as the restrictions
and vesting requirements with respect to shares will be determined by the
Compensation Committee at the time such awards are granted. The 2005 Restricted
Stock Plan provides that the Compensation Committee can take certain actions to
protect Participants' rights in the event of a change in control of the Company.
Restricted stock shares are not transferable other than by will or by the laws
of descent and distribution or pursuant to a qualified domestic relations order
as defined in the Code.

The 2005 Restricted Stock Plan grants the Compensation Committee the ability to
qualify grants of Restricted Stock as Qualified Performance Based Compensation.
"Qualified Performance Based Compensation" means compensation that is intended
to qualify as "Qualified Performance Based Compensation" as described in Section
162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the "Code"). In
making grants of Restricted Stock as Qualified Performance Based Compensation
the Compensation Committee is granted the authority under the Plan to determine
and select the Performance Criteria and the applicable Performance Period, and
to establish Performance Goals. The Plan provides that Performance Criteria that
will be used to establish Performance Goals are limited to the following: net
earnings (either before or after interest, taxes, depreciation and
amortization), net losses, sales or revenue, operating earnings, operating cash
flow, return on net assets, return on stockholders equity, return on assets,
return on capital, stockholder returns, gross or net profit margin, earnings per
share, price per share of Stock, and market share, any of which may be measured
either in absolute terms or as compared to any incremental increase or as
compared to results of a peer group. Performance Periods may be one or more
periods of time, which may be of varying and overlapping durations, as the
Committee may select, over which the attainment of one or more Performance Goals
will be measured for the purpose of determining a Participant's right to, and
payment of, a Performance Based Award.

The Compensation Committee may amend or terminate the 2005 Restricted Stock
Plan. However, no such amendment or termination may impair any shares previously
awarded under the Plan. Shareholder approval is required for any amendment (i)
which must be approved by shareholders under applicable law or the rules of any
stock exchange on which shares of the Common Stock are traded, or (ii) which
must be approved by shareholders in order to maintain the qualifications of the
2005 Restricted Stock Plan under Section 162(m) of the Internal Revenue Code.
The 2005 Restricted Stock Plan was effective February 10, 2005 and will remain
in effect until terminated by the Compensation Committee.

Stock awarded pursuant to the 2005 Restricted Stock Plan will be taxed at the
earlier of vesting or removal of restriction of sale or transfer. Generally, no
income will be realized by the employee at the time the shares are granted,
except by individual voluntary election filed with the Internal Revenue Service.
When the shares vest, ordinary income in an amount equal to then fair market
value of the shares will be realized. The holding period to determine whether at
disposition any appreciation (or depreciation) after the shares vested is
treated as short-term or long-term capital gain or loss will begin on the date
of vesting. The Company generally will be entitled to a deduction equal to the
amount that is taxable as ordinary income to the employee in the year that such
income becomes taxable.

SHAREHOLDER ACTION

The Board of Directors believes that the above-described 2005 Restricted Stock
Plan is appropriate and consistent with the Company's objectives of attracting
and retaining executives of outstanding competence and aligning their interests
with those of the shareholders of the Company. Accordingly, the Board believes
that approval of the Amendment is in the best interest of the Company and its
shareholders.

With respect to Proposal 4, the Board of Directors recommends that the
shareholders vote FOR approval of the 2005 RESTRICTED STOCK PLAN.

PROPOSAL 5

PROPOSAL TO APPROVE PERFORMANCE-BASED AWARDS GRANTED PURSUANT TO THE
COMPANY'S 2005 RESTRICTED STOCK PLAN

On February 22, 2005, the Compensation Committee approved grants of Restricted
Stock to certain executive officers of the Company, as follows:

Name Number of Restricted Shares Name Number of Restricted Shares
---- --------------------------- ---- ---------------------------

Dennis Nelson 21,200 Pat Whisler 4,750
James Shada 9,800 Kari Smith 4,750
Brett Milkie 4,750

The Shares of Restricted Stock were granted subject to a Performance Feature
that requires that the Company's fiscal 2005 Pre-Bonus, Pre-Tax Net Income to
increase at least 8% above the fiscal 2004 Pre-Bonus, Pre-Tax Net Income for
Shares of Restricted Stock to be Vested. The grant of Restricted Stock provides
that if the performance target is met, the Restricted Stock will vest 20% upon
the Compensation Committee's certification of the performance results, 20% in
January of 2007, 30% in January of 2008 and 30% in January of 2009.

You are being asked to approve the terms of the performance goals. This approval
is required under the Internal Revenue Code and Internal Revenue Service
Regulations (the "Code") in order to preserve the Company's federal income tax
deduction with respect to the grant of these restricted shares. The terms of the
Restricted Share Plan, pursuant to which the restricted shares were granted, is
subject to approval by our shareholders an the Annual Meeting of Shareholders to
be held on June 2, 2005.

PURPOSE OF PROPOSAL.

As discussed in the Report of the Compensation Committee in this Proxy
Statement, the Company generally seeks to preserve its ability to claim tax
deductions for compensation paid to executives to the greatest extent
practicable. Section 162(m) of the Code sets limits on the Company's federal
income tax deduction for compensation paid in any taxable year to an individual
who, on the last day of the taxable year, was (i) the Chief Executive Officer or
(ii) among the four other highest-compensated executive officers whose
compensation is reported in the Summary Compensation Table of the Proxy
Statement. "Qualified performance-based compensation" which can include
compensation from stock options, cash awards and certain grants Restricted
Stock, is not subject to this deduction limit, and therefore is fully
deductible, if certain conditions are met. One of the conditions is shareholder
approval of the material terms of the performance goals under which the
compensation is paid.

The Restricted Stock granted by the Compensation Committee on February 22, 2005,
was granted subject to the condition that the shareholders approve the
performance features.

MATERIAL TERMS OF THE PERFORMANCE GOALS.

Under the grant of Restricted Stock, the performance goals apply to fiscal 2005,
and require that the Pre-Bonus, Pre-Tax Net Income for the year increase at
least 8% over the Pre-Bonus, Pre-Tax Net Income for the prior fiscal year before
the Restricted Stock is Vested. If an 8% Increase in Pre-Bonus, Pre-Tax Net
Income is not achieved, then the Shares of Restricted Stock may vest over four
years if the Fair Market Value of the Company's Stock increases at the
cumulative rate of 7.2% per year for those four years, commencing April 30,
2005. Shares of Restricted Stock shares were granted to all executive officers.

WITH RESPECT TO PROPOSAL 5, THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR APPROVAL OF THE PERFORMANCE-BASED AWARDS GRANTED PURSUANT
TO THE COMPANY'S 2005 RESTRICTED STOCK PLAN.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table provides certain summary information concerning compensation
paid or accrued by the Company, to or on behalf of the Company's chief executive
officer and each of the four other most highly compensated executive officers of
the Company whose compensation exceeded $100,000 (determined as of the end of
the last fiscal year) for the fiscal years ended January 29, 2005, January 31,
2004 and February 1, 2003:

SUMMARY COMPENSATION TABLE
----------------------------------------------------------------------------------------------------------
Long Term
Compensation
---------------------------
Annual Compensation Awards
----------------------------------------------------------------------------------------------------------
Name and Restricted All Other
Principal Stock Options/ Compensation
Position Year Salary ($) Bonus ($) (2) Awards ($) SARs (#) ($) (1)
----------------------------------------------------------------------------------------------------------

Dennis H. Nelson 2004 $ 760,000 $ 1,857,536 $ 0 103,500 $ 50,204
President 2003 $ 740,000 $ 465,231 $ 1,484,941 103,500 $ 52,529
and CEO 2002 $ 725,000 $ 296,603 $ 0 113,400 $ 50,090

James E. Shada 2004 $ 430,000 $ 928,768 $ 0 51,750 $ 19,902
Executive Vice 2003 $ 415,000 $ 232,616 $ 0 51,750 $ 17,593
President Sales 2002 $ 400,000 $ 172,000 $ 0 56,700 $ 17,040

Kari G. Smith 2004 $ 248,000 $ 371,507 $ 0 25,200 $ 8,838
Vice President 2003 $ 240,000 $ 98,862 $ 29,699 25,200 $ 6,046
Sales 2002 $ 225,000 $ 70,000 $ 0 27,900 $ 5,577

Patricia K. Whisler 2004 $ 248,000 $ 371,507 $ 0 25,200 $ 13,758
Vice President 2003 $ 225,000 $ 98,862 $ 51,973 25,200 $ 6,069
Women's Merchandising 2002 $ 210,000 $ 70,000 $ 0 27,900 $ 5,546

Brett P. Milkie 2004 $ 250,000 $ 371,507 $ 0 25,200 $ 13,763
Vice President 2003 $ 240,000 $ 98,862 $ 0 25,200 $ 12,334
Leasing 2002 $ 210,000 $ 70,000 $ 0 27,900 $ 11,462
----------------------------------------------------------------------------------------------------------

(1) These amounts include the Company's matching contribution into the 401(k)
profit sharing plan for the plan years ended January 31, 2005, 2004 and
2003. The Company matched 50% of the employees' deferrals for each fiscal
2005, 2004 and 2003, not exceeding 6% of gross earnings and subject to
dollar limits per Internal Revenue Code regulations. For fiscal 2004, 2003
and 2002, these amounts also include the Company's matching contribution
into The Buckle, Inc. Deferred Compensation Plan, covering the president
and each vice president. The Company matched 50% of the vice presidents'
deferrals and 65% of the president's deferrals, not exceeding 6% of gross
earnings.

(2) The executive officers' bonuses for fiscal 2004 were calculated based upon
the Company's 2004 Management Incentive Plan, as approved at the 2004
Annual Meeting of Stockholders. The executive officers' bonuses for fiscal
2003 were calculated based upon the Company's 2003 Management Incentive
Plan, as approved at the 2003 Annual Meeting of Stockholders. The executive
officers' bonuses for fiscal 2002 were calculated based upon the Company's
2002 Management Incentive Plan, as approved at the 2002 Annual Meeting of
Stockholders. (See "Report of the Compensation Committee")

REPORT OF THE COMPENSATION COMMITTEE

The Company is engaged in a highly competitive industry, with fashion,
selection, quality, price, location, store environment and service being the
principal competitive factors. In order to succeed, the Company believes that it
must be able to attract and retain highly qualified executives. The Company
emphasizes the promotion of store managers and other management personnel from
within. The Company's compensation philosophy is that each member in a position
to make the Company grow should be rewarded more highly than other team members.
Historically, this compensation philosophy has been reflected in the Company's
policy of basing compensation of its key sales and merchandising employees
primarily on performance bonuses.

For fiscal 2004, the compensation program for executive officers, including Mr.
Nelson, who serves as President and Chief Executive Officer, consisted of:

o salary;
o incentive cash bonus, based upon the actual performance of the
Company;
o 401(k) plan, together with a supplemental non-qualified retirement
plan to provide officers with a benefit more comparable to that being
currently provided to other employees under the 401(k) plan; and
o stock options

Stock options were paid and granted in accordance with the 2004 Management
Incentive Plan which was previously approved by the Shareholders.

SALARY. Fiscal 2004 salaries for the executive officers were set in January of
2004, and were increased over the salaries paid for fiscal 2003. The salary
amounts are reported in the Summary Compensation Table on page 13.

CASH AWARDS.

The 2004 Management Incentive Plan, which was approved by the stockholders at
the annual meeting in 2004, in addition to creating a Bonus Pool as a Cash
Incentive for executive officers, granted the Compensation Committee discretion
to grant year-end cash incentives for extraordinary events as may be determined
by the Compensation Committee. The Bonus Pool for fiscal 2004 included 8.5% of
the increase in Same Store Sales (as defined in the Plan), 5% of the increase in
Gross Profit (as defined in the Plan) and 15% of the increase in Pre-Bonus Net
Income. The base year amounts under the Plan are the immediately preceding
fiscal year for Same Store Sales, and the prior three-year rolling average for
the Gross Profit and Pre-Bonus Net Income.

For fiscal 2004, the Company achieved the incentive goal in each of the
following three criteria: Comparable Store Sales, Gross Profit and Pre-Bonus Net
Income. The Bonus Pool, computed in accordance with the 2004 Management
Incentive Plan, was $4,272,332, which was allocated among the executive officers
as follows:

Dennis H. Nelson $1,857,536
James E. Shada $ 928,768
Brett P. Milkie $ 371,507
Patricia K. Whisler $ 371,507
Kari G. Smith $ 371,507

STOCK OPTIONS.

Options were granted pursuant to the 1997 Executive Stock Option Plan as of the
last day of the fiscal year preceding the Plan Year for which the Options are
granted. Options granted under the Plan vest according to the same terms as the
1997 Management Incentive Plan. Those terms include a performance feature
whereby one-half of the Options granted will vest over three years if a 10%
increase in Pre-Bonus Net Income is achieved, and the second one-half of the
Options granted vest over three years if a 30% increase in Pre-Bonus Net Income
is achieved. If the

performance goals are not met the Options will ultimately vest thirty days prior
to the expiration date. This Plan includes an "accelerator" feature whereby the
Options vest upon the occurrence of the Fair Market Value of the Company's
common stock being equal to or greater than twice the option price for a
respective grant.

All Options also include a "reload" feature under this Plan.
Dennis H. Nelson 103,500
James E. Shada 51,750
Kari G. Smith 25,200
Patricia K. Whisler 25,200
Brett P. Milkie 25,200

The Company achieved both performance goals set for fiscal 2004, thus all
options granted to executive officers and others on January 31, 2004, vested
one-third immediately upon certification by the Compensation Committee that both
goals had been met, with the remaining two-thirds vesting in equal portions on
the last day fiscal 2005 and the last day of fiscal 2006.

The Compensation Committee has considered the application of the Internal
Revenue Code which disallows a public company's deduction for top executive's
compensation in the excess of $1,000,000. The Committee intends that all of the
compensation payable to its executive officers be deductible for income tax
purposes.

This report was submitted by the Compensation Committee, which is comprised
of:

Bill L. Fairfield William D. Orr
Robert E. Campbell Ralph M. Tysdal
Bruce L. Hoberman David A. Roehr

REPORT OF THE AUDIT COMMITTEE

The audit committee currently consists of six members of the Board, each of whom
is independent of the Company and its management, as defined by the New York
Stock Exchange listing standards.

In March 2000, the Board adopted a charter for the audit committee, a copy of
which was attached as Appendix A to the Company's proxy statement for the
meeting held in 2001. The charter specifies the scope of the audit committee's
responsibilities and how it carries out those responsibilities. A copy of the
Audit Committee Charter is also available free of charge on the Company's
website, WWW.BUCKLE.COM, or upon written request to the Corporate Secretary, The
Buckle, Inc., 2407 West 24th St., Kearney, NE 68845.

The audit committee has reviewed and discussed the Company's January 29, 2005
audited financial statements with management and with Deloitte & Touche LLP, the
Company's independent registered public accounting firm. The audit committee
also has discussed with Deloitte & Touche LLP the matters required to be
discussed by Statement on Auditing Standards No. 61 (Communication with Audit
Committees), as amended by Statement on Auditing Standards No. 90 (Audit
Committee Communications).

The audit committee also has received from Deloitte & Touche LLP the written
disclosures and the letter required by the Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees) and has discussed with
Deloitte & Touche LLP their independence from the Company. The audit committee
also has considered whether the provision of non-audit services to the Company
is compatible with the independence of Deloitte & Touche LLP.

Based on the review and discussion referred to above, the audit committee
recommended to the Board that the January 29, 2005 audited financial statements
be included in the Company's Annual Report on Form 10-K for the year ended
January 29, 2005 to be filed with the Securities and Exchange Commission.

This report was submitted by the Audit Committee of the Board, which is
comprised of:

Bill L. Fairfield William D. Orr
Robert E. Campbell Ralph M. Tysdal
Bruce L. Hoberman David A. Roehr

OPTION GRANTS IN LAST FISCAL YEAR

The following table provides information on option grants in fiscal 2004 to the
named executive officers.

--------------------------------------------------------------------------------------------------
Grant Date
Individual Grants Value
--------------------------------------------------------------------------------------------------
% of Total
Options/ Options/SARS Exercise Grant
SARS Granted to or Base Date
Granted Employees in Price Expiration Present
Name (#) (1) Fiscal year (2) ($Sh) Date Value (3)
--------------------------------------------------------------------------------------------------

Dennis H. Nelson 103,500 20.49% $25.75 1/31/14 $ 1,529,119

James E. Shada 51,750 10.24% $25.75 1/31/14 $ 764,560

Kari G. Smith 25,200 5.00% $25.75 1/31/14 $ 372,307

Patricia K. Whisler 25,200 5.00% $25.75 1/31/14 $ 372,307

Brett P. Milkie 25,200 5.00% $25.75 1/31/14 $ 372,307
--------------------------------------------------------------------------------------------------

(1) The shares granted January 31, 2004 at $25.75 vested one-third on
March 21, 2005 (upon certification that both performance goals had
been met during Fiscal 2004) and the remaining two-thirds shall vest
in equal portions on the last day of fiscal 2005 and the last day of
fiscal 2006.
(2) The Company granted options totaling 505,150 to employees during
fiscal 2004.
(3) As suggested by the Commission's rules on executive compensation
disclosure, the Company used the Black-Scholes model of option
valuation to determine grant date present value. The Company does not
advocate or necessarily agree that the Black-Scholes model can
properly determine the value of an option. The present value
calculations are based on a ten-year option term with an expected life
of seven years. Assumptions include: interest rate of 4.0%; annual
dividend yield of 1.50%; and volatility of 65%.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES

The following table provides information on option exercises in fiscal 2004 by
the named executive officers and the value of such officers' unexercised options
at January 29, 2005.

------------------------------------------------------------------------------------------------------------------
Number of Value of Unexercised
Unexercised In-the Money
Shares Value Options at FY-end Options at FY-end
Acquired on Realized ----------------------------------------------------------------
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
------------------------------------------------------------------------------------------------------------------

Dennis H. Nelson 0 $0 523,800 630,900 $7,143,500 $4,547,705

James E. Shada 8,200 $146,305 165,700 220,260 $1,500,384 $1,474,703

Kari G. Smith 1,500 $37,675 58,860 138,300 $740,728 $1,015,869

Patricia K. Whisler 48,000 $1,162,121 143,910 153,900 $2,301,442 $1,109,520

Brett P. Milkie 6,900 $109,187 37,360 153,900 $228,490 $1,109,520
------------------------------------------------------------------------------------------------------------------

EMPLOYMENT AGREEMENTS

The Company has no employment agreements under which any employee, including the
executive officers, is entitled to employment for any specific period of time.
Each fiscal year each executive officer signs an acknowledgment which contains
the anticipated compensation arrangement for the employee for the current fiscal
year, and acknowledges that the employee is an employee at will, and that the
terms of the employment arrangement can be changed by the Company or terminated
by either the Company or the officer at any time. Each executive officer listed
in the summary compensation table above receives a salary plus a cash incentive,
based on growth in key performance categories, and stock options, as provided
for in the 2004 Executive Compensation Plan. For fiscal 2004 the acknowledgments
provided base salary for each of these executive officers as follows: Dennis H.
Nelson $760,000, James E. Shada $430,000, Kari G. Smith $248,000, Patricia K.
Whisler $248,000, and Brett P. Milkie $250,000. For fiscal 2003 and 2002, the
bonus amounts were paid according to the 2003 Executive Compensation Plan and
the 2002 Management Incentive Plan, respectively. (See "Report of the
Compensation Committee.")

Bonuses are payable before April 15 of the year following the year to which they
related and are contingent upon the employee being employed by the Company on
the last day of the fiscal year for which the bonus was earned. For purposes of
computing bonuses for all executive officers identified in the summary
compensation table "profits" mean Pre-Bonus, Pre-Tax Net Income, excluding
income on cash and investments and after deducting bonus draws.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The total amount owed to the Company by the Hirschfeld Family Trust is $885,000
($600,000 principal plus $285,000 of accrued interest). The loans are repayable
with interest at the rate of 5 percent per annum and are represented by
Promissory Notes dated July 27, 1994, July 14, 1995 and July 16, 1996, and are
secured pursuant to and in accordance with the terms of a collateral assignment
dated July 27, 1994, pursuant to which Jeffrey L. Orr, as Trustee, has assigned
and conveyed to the Company, as security for the loan, all of the Trust's right,
title and interest in a certain life insurance policy owned by the Trust and
insuring the life of Daniel J. Hirschfeld. The 1996 loan completed the planned
periodic premium payments due on the insurance policy, requiring no additional
loans.

TOTAL RETURN TO STOCKHOLDERS
(ASSUMES $100 INVESTMENT ON 1/31/00)

[PERFORMANCE GRAPH]

----------------------------------------------------------------------------------------------------------
TOTAL RETURN ANALYSIS 1/31/2000 2/3/2001 2/2/2002 2/1/2003 2/1/2004 1/29/2005
----------------------------------------------------------------------------------------------------------

THE BUCKLE, INC. $ 100.00 $ 130.53 $ 126.96 $ 105.80 $ 165.49 $ 186.86
----------------------------------------------------------------------------------------------------------
Peer Group $ 100.00 $ 99.57 $ 79.51 $ 73.28 $ 101.24 $ 142.82
----------------------------------------------------------------------------------------------------------
Russell 2000 $ 100.00 $ 102.44 $ 97.35 $ 75.00 $ 117.03 $ 125.75
----------------------------------------------------------------------------------------------------------

STOCK PRICE PERFORMANCE GRAPH

The following Stock Price Performance Graph shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under

the Securities Exchange Act of 1934, except to the extent the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.

The graph below compares the cumulative total return on common shares of the
Company for the last five fiscal years with the cumulative total return on the
Russell 2000 Stock Index and a peer group of Retail Trade Stocks.

OTHER MATTERS

The Board of Directors knows of no other matters to be brought before this
Annual Meeting. However, if other matters should come before the meeting, it is
the intention of each person named in the proxy to vote such proxy in accordance
with his judgment on such matters, discretionary authority to so do being
included in each proxy.

PROPOSALS FOR 2006 ANNUAL MEETING

Although the date for the Annual Stockholders' meeting to be held in 2006 has
not been set, the rules adopted by the Securities and Exchange Commission
require that this statement disclose the date by which shareholders proposals
must be received by the Company in order to be included in next year's Proxy
Statement. According to those rules, a shareholder's proposal should be received
by the Company at its office in Kearney, Nebraska on or before December 28,
2005.

By Order of the Board of Directors

/s/ Kyle L. Hanson
------------------
Kyle L. Hanson
Secretary

Kearney, Nebraska
April 27, 2005

EXHIBIT A

THE BUCKLE, INC.
2005 EXECUTIVE INCENTIVE PLAN

1. PURPOSES

The purpose of The Buckle, Inc. 2005 Executive Incentive Plan is to reward the
Company's Executive Officers for increasing shareholder value by creating a
bonus program that assures (on average) that increases in executive compensation
will mirror increases in shareholder value.

2. DEFINITIONS

A. "Applicable Percentage Amounts" means 8.5% of the Increase in Same
Store Sales; 5.00% of the Increase in Margin; and 15.0% of the
Increase in Pre-Bonus Net Income.

B. "Base Year" means the immediately preceding fiscal year with regard to
Same Store Sales and the rolling average for the immediately preceding
three (3) fiscal years with regard to Margin and Pre-Bonus Net Income;
for purposes of computing the rolling average the most recent fiscal
year shall be weighted by a factor of 4; the remaining two years shall
be weighted by a factor of 1.

C. "Bonus Pool" means the amount calculated each Plan Year comprised of
the total of the Applicable Percentage Amounts multiplied by the
Pre-Bonus Net Income Factor (for the Applicable Percentage amount of
the Increase in Pre-Bonus and Pre-Tax Net Income) and the Margin
Factor (for the Applicable Percentage Amount of the Increase in
Margin).

D. "Cash Award" means any cash incentive payment made under the Plan.

E. "Code" means the Internal Revenue Code of 1986, as amended.

F. "Committee" means the Compensation Committee of The Buckle, Inc.?s
Board of Directors, or such other committee designated by that Board
of Directors. The Committee shall be comprised solely of directors who
are outside directors under Section 162(m) of the Code.

G. "Company" means The Buckle, Inc.

H. "Executive Officers" means the officers of the Company and designated
as Executive Officers in the Company's annual report on Form 10-K as
filed with the Securities and Exchange Commission.

I. "GAAP" means generally accepted accounting principles consistently
applied.

J. "Increase" means the amount by which the Company's Same Store Sales,
Margin and Pre-Bonus Net Income in the current Plan Year exceed the
Base Year amounts for Same Store Sales, Margin and Pre-Bonus Net
Income, respectively.

K. "Margin" means gross sales less the cost of sales (including buying,
occupancy and distribution expenses) determined in accordance with
GAAP.

L. "Margin Factor" means the factor set forth below with respect to the
Increase in Margin.

Increase in Margin Margin Factor
------------------ -------------
0% to 19.99% .80
20.00% to 39.99% .70
> 40% .64

M. "Participant" means any individual to whom an Award is granted under
the Plan.

N. "Plan" means this Plan, which shall be known as The Buckle, Inc. 2005
Executive Incentive Plan.

O. "Plan Year" means a fiscal year of the Company.

P. "Pre-Bonus Net Income" means the Company'?s net income from operations
after the deduction of all expenses, excluding administrative and
store manager percentage bonuses and excluding income taxes. Net
income from operations does not include earnings on cash investments.

Q. "Pre-Bonus Net Income Factor" means the factor set forth below with
respect to Increase in Pre-Bonus Net Income.

Increase in
Pre-Bonus Net Income Pre-Bonus Net Income Factor
-------------------- ---------------------------
0% to 19.99% .80
20.00% to 29.99% .70
30.00% to 39.99% .64
> 40% .55

R. "Restricted Stock" means shares of the Company's Common Stock granted
pursuant to the Company's 2005 Restricted Stock Plan.

S. "Same Store Sales" means gross sales from stores open at least twelve
(12) months, but excluding closed stores.

3. ADMINISTRATION

A. The Plan shall be administered by the Committee. The Committee shall
have the authority to:

(i) interpret and determine all questions of policy and expediency
pertaining to the Plan;

(ii) adopt such rules, regulations, agreements, and instruments as
it deems necessary for its proper administration;

(iii) grant waivers of Plan or Award conditions (other than Awards
intended to qualify under Section 162(m) of the Code);

(iv) accelerate the payment of Awards (but with respect to Awards
intended to qualify under Section 162(m) of the Code, only as
permitted under that Section);

(v) correct any defect, supply any omission, or reconcile any
inconsistency in the Plan, any Award or any Award notice;

(vi) take any and all actions it deems necessary or advisable for
the proper administration of the Plan;

(vii) adopt such Plan procedures, regulations, sub-plans and the
like as it deems are necessary to enable Executive Officers to
receive Awards; and

(viii) amend the Plan at any time and from time to time, provided
however than no amendment to the Plan shall be effective
unless approved by the Company's stockholders, to the extent
such stockholder approval is required under Section 162(m) of
the Code with respect to Awards which are intended to qualify
under that Section.

4. ELIGIBILITY

All Executive Officers are eligible to become a Participant in the Plan.

5. CASH AWARDS

A. Each Participant in the Plan shall receive a Cash Award calculated to
be equal to 100% of the Participant's share of the Bonus Pool. The
President's share of the Bonus Pool shall be 40.0%, and the share of
each other Participant in the Bonus Pool shall be determined by the
President prior to the first day of each Plan Year.

B. Executives may be eligible for a discretionary year-end cash incentive
for extraordinary events, such as mergers or acquisitions, as may be
determined by the Compensation Committee of the Board of Directors in
its discretion.

C. No payment of a Cash Award for the year may be made to an Executive
until the Company's Same Store Sales, Margin and Pre-Bonus Net Income
for the year are certified by the Committee. A Participant shall not
be entitled to receive payment of an Award unless such Participant is
still in the employ of (and shall not have delivered notice of
resignation to) the Company on the last day of the fiscal year for
which the Cash Award is earned.

D. The Company shall withhold all applicable federal, state, local and
foreign taxes required by law to be paid or withheld relating to the
receipt or payment of any Cash Award.

6. RESTRICTED STOCK

Participants will be granted shares of Restricted Stock pursuant to the
2005 Restricted Stock Plan. Shares of Restricted Stock shall be granted to
the Executive Officers as follows:

Name Number of Restricted Shares
---- ---------------------------
Dennis Nelson 21,200
James Shada 9,800
Brett Milkie 4,750
Pat Whisler 4,750
Kari Smith 4,750

Shares awarded under the 2005 Restricted Stock Plan will vest according to
a performance feature whereby Shares granted will vest over four years if
an 8% increase in fiscal 2005 Pre-Bonus Net Income is achieved. Upon the
Compensation Committee's certification that the Performance Goal has been
reached, 20% of the Restricted Stock Shares will vest immediately, with 20%
vesting in January of 2007, 30% in January of 2008, and 30% in January of
2009. The Participant must remain in the employ of the Company on those
dates to have the Restricted Stock Shares vest. In the event that the
foregoing performance feature is not met (I.E. if an 8% increase in fiscal
2005 Pre-Bonus Net Income is not achieved), the Restricted Stock Shares may
vest based upon an increase in the Fair Market Value of the Common Stock of
the Company. Vesting will be as follows: (i) 20% of the Shares will become
Vested on the last day of the first fiscal quarter occurring in the year
2006, on condition that the Fair Market Value of the Common Stock of the
Company shall have increased at least 7.2% over the Fair Market Value of
the Common Stock of the Company as of the last day of the first fiscal
quarter in the year 2005; (ii) 20% of the Shares will become Vested on the
last day of the first fiscal quarter occurring in the year 2007, on
condition that the Fair Market Value of the Common Stock of the Company
shall have increased at least at the cumulative rate of 7.2% per year over
the Fair Market Value of the Common Stock of the Company as of the last day
of the first fiscal quarter in the year 2005; (iii) 30% of the Shares will
become Vested on the last day of the fiscal quarter occurring in the year
2008, on condition that the Fair Market Value of the Common Stock of the
Company shall have increased at least at the cumulative rate of 7.2% per
year over the Fair Market Value of the Common Stock of the Company as of
the last day of the first fiscal quarter in the year 2005; and (iv) 30% of
the Shares will become Vested on the last day of the fiscal quarter
occurring in the year 2009, on condition that the Fair Market Value of the
Common Stock of the Company shall have increased at least at the cumulative
rate of 7.2% per year over the Fair Market Value of the Common Stock of the
Company as of the last day of the first fiscal quarter in the year 2005; in
each case on condition that the Participant remains in the employ of the
Company on that date. Each Share of Restricted Stock shall be subject to
the terms of a Restricted Stock Agreement between the Company and the
Participant, which Agreement shall contain such other provisions as
determined by the Committee.

7. GENERAL

A. The Plan shall become effective as of February 22, 2005, subject to
stockholder approval of the Plan at the 2005 annual meeting of the
Company?'s stockholders. The Plan is a one-year Plan for fiscal 2005.

B. Any rights of a Participant under the Plan shall not be assignable by
such Participant, by operation of law or otherwise, except by will or
the laws of descent and distribution. No Participant may create a lien
on any funds or rights to which he or she may have an interest under
the Plan, or which is held by the Company for the account of the
Participant under the Plan.

C. Participation in the Plan shall not give any Key Employee any right to
remain in the employ of the Company. Further, the adoption of the Plan
shall not be deemed to give any Executive Officer or other individual
the right to be selected as a Participant or to be granted an Award.

D. To the extent any person acquires a right to receive payments from the
Company under this Plan, such rights shall be no greater that the
rights of an unsecured creditor of the Company.

E. The Plan shall be governed by and construed in accordance with the laws
of the State of Nebraska.

EXHIBIT B

THE BUCKLE, INC.
2005 RESTRICTED STOCK PLAN

1. PURPOSE; EFFECTIVENESS OF THE PLAN.

(a) The purpose of this Plan is to advance the interests of the Company
and its stockholders by helping the Company obtain and retain the
services of employees and officers, upon whose judgment, initiative
and efforts the Company is substantially dependent, and to provide
those persons with further incentives to advance the interests of the
Company.

(b) This Plan will become effective on the date of its adoption by the
Committee, provided this Plan is approved by the stockholders of the
Company within twelve (12) months before or after that date. If this
Plan is not so approved by the stockholders of the Company within such
period of time, any agreements entered into under this Plan, and any
issuances of Stock thereunder, will be rescinded and will be void.
This Plan will remain in effect until it is terminated by the
Committee under Section 9 hereof. This Plan will be governed by, and
construed in accordance with, the laws of the State of Nebraska.

2. CERTAIN DEFINITIONS.

Unless the context otherwise requires, the following defined terms
(together with other capitalized terms defined elsewhere in this Plan) will
govern the construction of this Plan, and of any agreements entered into
pursuant to this Plan:

(a) "1933 Act" means the federal Securities Act of 1933, as amended;
(b) "1934 Act" means the federal Securities Exchange Act of 1934, as
amended;
(c) "Board" means the Board of Directors of the Company;
(d) "Code" means the Internal Revenue Code of 1986, as amended (references
herein to Sections of the Code are intended to refer to Sections of
the Code as enacted at the time of this Plan's adoption by the
Committee and as subsequently amended, or to any substantially similar
successor provisions of the Code resulting from recodification,
renumbering or otherwise;
(e) "Committee" means the Compensation Committee of the Company, which
shall be comprised of two or more Disinterested Directors, appointed
by the Board, to administer and interpret this Plan;
(f) "Company" means The Buckle, Inc., a Nebraska corporation;
(g) "Disinterested Director" means a member of the Board who is a
"non-employee director" as defined in Rule 16b-3 under the 1934 Act
and an "outside director" as defined under Section 162(m) of the Code;
(h) "Eligible Participants" means persons who, at a particular time, are
employees or officers of the Company or its subsidiaries; (i) "Holder"
means an Eligible Participant to whom any Restricted Stock is issued
hereunder, and any permitted transferee thereof pursuant to a Transfer
authorized under this Plan;
(j) "Performance Based Award" means an Award granted to selected Covered
Employees pursuant to Section 6 and Section 7. All Performance Based
Awards are intended to qualify as Qualified Performance Based
Compensation.
(k) "Performance Criteria" means the criteria that the Committee selects
for purposes of establishing the Performance Goal or Performance Goals
for a Participant for a Performance Period. The Performance Criteria
that will be used to establish Performance Goals are limited to the
following: net earnings (either before or after interest, taxes,
depreciation and amortization), net losses, sales or revenue,
operating earnings, operating cash flow, return on net assets, return
on stockholders' equity, return on assets, return on capital,
stockholder returns, gross or net profit margin, earnings per share,
price per share of Stock, and market share, any of which may be
measured either in absolute terms or as compared to any incremental
increase or as compared to results of a peer group. The Committee
shall, within the time prescribed by

Section 162(m) of the Code, define in an objective fashion the manner
of calculating the Performance Criteria it selects to use for such
Performance Period for such Participant.

(l) "Performance Goals" means, for a Performance Period, the goals
established in writing by the Committee for the Performance Period
based upon the Performance Criteria. Depending on the Performance
Criteria used to establish such Performance Goals, the Performance
Goals may be expressed in terms of overall Company performance or the
performance of a division, business unit, or an individual. The
Committee, in its discretion, may, within the time prescribed by
Section 162(m) of the Code, adjust or modify the calculation of
Performance Goals for such Performance Period in order to prevent the
dilution or enlargement of the rights of Participants (i) in the event
of, or in anticipation of, any unusual or extraordinary corporate
item, transaction, event or development, or (ii) in recognition of, or
in anticipation of, any other unusual or nonrecurring events affecting
the Company, or the financial statements of the Company, or in
response to, or in anticipation of, changes in applicable laws,
regulation, accounting principles, or business conditions.

(m) "Performance Period" means the one or more periods of time, which may
be of varying and overlapping durations, as the Committee may select,
over which the attainment of one or more Performance Goals will be
measured for the purpose of determining a Participant's right to, and
the payment of, a Performance Based Award;

(n) "Plan" means this 2005 Restricted Stock Plan of the Company;

(o) "Purchase Price" means the price per share at which an Eligible
Participant may purchase Restricted Stock hereunder, pursuant to a
Restricted Stock Agreement, which price may be zero;

(p) "Qualified Performance Based Compensation" means any compensation that
is intended to qualify as "qualified performance based compensation"
as described in Section 162(m)(4)(C) of the Code.

(q) "Restricted Stock" means Stock issued or issuable by the Company
pursuant to this Plan;

(r) "Restricted Stock Agreement" means an agreement between the Company
and an Eligible Participant to evidence the terms and conditions of
the issuance of Restricted Stock hereunder;

(s) "Stock" means shares of the Company's Common Stock, $.01 par value;

(t) "Subsidiary" has the same meaning as "Subsidiary Corporation" as
defined in Section 424(f) of the Code;

(u) "Termination Event" means, with respect to any Holder of Restricted
Stock, any event that results in such Holder no longer being an
Eligible Participant hereunder for any reason whatsoever (whether by
reason of such Holder's death, disability, voluntary resignation,
involuntary termination, or any other reason).

(v) "Transfer," with respect to Restricted Stock, includes, without
limitation, a voluntary or involuntary sale, assignment, transfer,
conveyance, pledge, hypothecation, encumbrance, disposal, loan, gift,
attachment or levy of such Restricted Stock, including without
limitation an assignment for the benefit of creditors of the Holder, a
transfer by operation of law, such as a transfer by will or under the
laws of descent and distribution, an execution of judgment against the
Restricted Stock or the acquisition of record or beneficial ownership
thereof by a lender or creditor, a transfer pursuant to a qualified
domestic relations order, or to any decree of divorce, dissolution or
separate maintenance, any property settlement, any separation
agreement or any other agreement with a spouse under which a part or
all of the shares of Restricted Stock are transferred or awarded to
the spouse of the Holder or are required to be sold; or a transfer
resulting from the filing by the Holder of a petition for relief, or
the filing of an involuntary petition against such Holder, under the
bankruptcy laws of the United States or of any other nation.

3. ELIGIBILITY.

The Company may issue Restricted Stock under this Plan only to persons who
are Eligible Participants as of the time of such issuance. Subject to the
provisions of section 5, there is no limitation on the amount of Restricted
Stock that may be issued to an Eligible Participant.

4. ADMINISTRATION.

(a) COMMITTEE. The Committee will administer this Plan.

(b) AUTHORITY AND DISCRETION OF COMMITTEE. The Committee will have full
and final authority in its discretion, at any time and from time to
time, subject only to the express terms, conditions and other
provisions of the Company's Articles of Incorporation, Bylaws and this
Plan:

(i) to select and approve the persons to whom Restricted Stock will
be issued under this Plan from among the Eligible Participants,
including the number of shares of Restricted Stock so issued to
each such person; and

(ii) to determine the Purchase Price of Restricted Stock issued under
this Plan, which may be zero, the period or periods of time
during which the Company will have a right to repurchase such
Restricted Stock and the terms and conditions of such
repurchase, and other matters to be determined by the Committee
in connection with specific issuances of Restricted Stock and
Restricted Stock Agreements as provided in this Plan; and

(iii) to interpret this Plan, prescribe, amend and rescind rules and
regulations relating to this Plan, and make all other
determinations necessary or advisable for the operation and
administration of this Plan.

(c) LIMITATION ON AUTHORITY. Notwithstanding the foregoing, or any other
provision of this Plan, the Committee will have no authority to
approve the issuance of Restricted Stock to any of its members,
whether or not approved by the Board.

(d) RESTRICTED STOCK AGREEMENTS. Restricted Stock will be issued hereunder
only upon the execution and delivery of a Restricted Stock Agreement
by the Holder and a duly authorized officer of the Company. Restricted
Stock will not be deemed issued merely upon the authorization of such
issuance by the Committee.

5. SHARES RESERVED FOR RESTRICTED STOCK.

(A) RESTRICTED STOCK POOL. The aggregate number of shares of Restricted
Stock that may be issued pursuant to this Plan will not exceed Two
Hundred Thousand (200,000) (the "Restricted Stock Pool"), provided
that such number will be increased by the number of shares of
Restricted Stock that the Company subsequently may reacquire through
repurchase or otherwise.

(B) ADJUSTMENTS UPON CHANGES IN STOCK. In the event of any change in the
outstanding Stock of the Company as a result of a stock split, reverse
stock split, stock dividend, recapitalization, combination or
reclassification, appropriate proportionate adjustments will be made
in: (i) the aggregate number of shares of Restricted Stock in the
Restricted Stock Pool that may be issued pursuant to this Plan; (ii)
the exercise price of any rights of repurchase or of first refusal
under this Plan; and (iii) other rights and matters determined on a
per share basis under this Plan or any Restricted Stock Agreement
hereunder. Any such adjustments will be made only by the Committee,
and when so made will be effective, conclusive and binding for all
purposes with respect to this Plan. If there is any other change in
the number or kind of the outstanding shares of Stock of the Company,
or of any other security into which that Stock has been changed or for
which it has been exchanged, and if the Committee, in its sole
discretion, determines that this change requires any adjustment in the
restrictions on Transfer, rights of repurchase, or rights of first
refusal in Restricted Stock then subject to this Plan, such an
adjustment will be made in accordance with the determination of the
Committee. No such adjustments will be required by reason of the
issuance or sale by the Company for cash or other consideration of
additional shares of its Stock or securities convertible into or
exchangeable for shares of Stock.

6. TERMS OF RESTRICTED STOCK AGREEMENTS.

Each issuance of Restricted Stock pursuant to this Plan will be evidenced
by a Restricted Stock Agreement between the Company and the Eligible
Participant to whom such Restricted Stock is to be issued, in form and
substance satisfactory to the Committee in its sole discretion, consistent
with this Plan. Each Restricted Stock Agreement will specify the Purchase
Price with respect to the Restricted Stock to be sold to the Holder
thereunder, to be fixed by the Committee in its discretion, which Purchase
Price may be zero. The Purchase Price will be payable to the Company in
United States dollars in cash or by check, or such other legal
consideration as may be approved by the Committee, in its discretion.
Without limiting the foregoing, each Restricted Stock Agreement (unless
otherwise stated therein) will be deemed to include the following terms and
conditions:

(a) COVENANTS OF HOLDER. Nothing contained in this Plan, any Restricted
Stock Agreement or in any other agreement executed in connection with
the issuance of Restricted Stock under this Plan will confer upon any
Holder any right with respect to the continuation of his or her status
as an employee of the Company, and its subsidiaries.

(b) VESTING PERIODS, COMPANY REPURCHASE RIGHT.

(I) VESTING. Except as otherwise provided herein, each Restricted
Stock Agreement may specify the period or periods of time within
which the Restricted Stock issued thereunder may be repurchased
by the Company or its assignee (the "Vesting Period") as set
forth in this Section 6(b). Such Vesting Periods will be fixed
by the Committee in its discretion, and may be accelerated or
shortened by the Committee in its discretion.

(II) SCOPE OF REPURCHASE RIGHT. Upon the occurrence of any
Termination Event with respect to any Holder of Restricted
Stock, the Company will have an assignable right (but not an
obligation), to repurchase any Unvested shares of Restricted
Stock owned by such Holder at the time of such Termination Event
for a repurchase price per share equal to the Holder's original
cost per share, subject to appropriate adjustment pursuant to
section 5(b), which repurchase price will be zero if the
purchase price was zero.

(III) MECHANICS AND NOTICE. Within thirty (30) days after any such
Termination Event, the Holder of any Unvested Restricted Stock
will provide to the Company a notice of the occurrence of such
Termination Event. Within ninety (90) days of the receipt of
such notice, the Company will exercise its right, if at all, by
informing the Holder in writing of the Company's intention to do
so, and specifying a closing date within such ninety (90) day
period. The Unvested Stock will be repurchased at the Company's
principal executive offices on that date. The repurchase price
will be paid in cash or cancellation of indebtedness (if any) at
that time. If the Company (or its assignee ) fails to exercise
its purchase rights as provided under this Section 6(b), then at
the end of the ninety (90) day period referred to herein, all
Unvested Restricted Stock of the Holder immediately will become
Vested Restricted Stock for all purposes hereunder.

(i) GENERAL RULE ON PERMISSIBLE TRANSFER OF RESTRICTED STOCK.
Unvested Restricted Stock may not be transferred. Vested
Restricted Stock may be Transferred only in accordance with the
specific limitations on the Transfer of Restricted Stock imposed
by the Restricted Stock Agreement or by applicable state or
federal securities laws and set forth below, and subject to
certain undertakings of the transferee (subsection 6(c)(iii)).
All Transfers of Restricted Stock not meeting the conditions set
forth in this Section 6(c) are expressly prohibited.

(II) EFFECT OF PROHIBITED TRANSFER. Any prohibited Transfer of
Restricted Stock is void and of no effect. Should such a
Transfer purport to occur, the Company may refuse to carry out
the Transfer on its books, attempt to set aside the Transfer,
enforce any undertaking or right under this subsection 6(c), or
exercise any other legal or equitable remedy.

(III) REQUIRED UNDERTAKING. Any Transfer that would otherwise be
permitted under the terms of this Plan is prohibited unless the
transferee executes such documents as the Company may reasonably
require to ensure that the Company's rights under a Restricted
Stock Purchase Agreement and this Plan are adequately protected
with respect to the Restricted Stock so Transferred. Such
documents may include, without limitation, an agreement by the
transferee to be bound by all of the terms of this Plan, and of
the applicable Restricted Stock Agreement, as if the transferee
were the original Holder of such Restricted Stock.

(IV) ESCROW. To facilitate the enforcement of the restrictions on
Transfer set forth in this Plan, the Committee may, at its
discretion, require the Holder of shares of Restricted Stock to
deliver the certificate(s) for such shares with a stock power
executed in blank by Holder and Holder's spouse (if required for
transfer), to the Secretary of the Company or his or her
designee, to hold said certificate(s) and stock power(s) in
escrow and to take all such actions and to effectuate all such
Transfers and/or releases as are in accordance with the terms of
this Plan. The certificates may be held in escrow so long as the
shares of Restricted Stock whose ownership they evidence are
subject to any right of repurchase or of first refusal under
this Plan or under a Restricted Stock Agreement.

Each Holder acknowledges that the Secretary of the Company (or
his or her designee) is so appointed as the escrow holder with
the foregoing authorities as a material inducement to the
issuance of shares of Restricted Stock under this Plan, that the
appointment is coupled with an interest, and that it accordingly
will be irrevocable. The escrow holder will not be liable to any
party to a Restricted Stock Agreement (or to any other party)
for any actions or omissions unless the escrow holder is grossly
negligent relative thereto. The escrow holder may rely upon any
letter, notice or other document executed by any signature
purported to be genuine.

(d) ADDITIONAL RESTRICTIONS ON TRANSFER. By accepting Restricted Stock
under this Plan, the Holder will be deemed to represent, warrant and
agree as follows:

(I) APPLICABLE LAWS. The Holder understands that each Transfer of the
Restricted Stock requires full compliance with the provisions of
all applicable laws.

(II) INVESTMENT INTENT. Unless a registration statement is in effect
with respect to the sale and issuance of the Restricted Stock to
the Holder hereunder: (1) the Holder is purchasing the Restricted
Stock for his or her own account and not with a view to
distribution within the meaning of the 1933 Act, other than as
may be effected in compliance with the 1933 Act and the rules and
regulations promulgated thereunder; (2) no one else will have any
beneficial interest in the Restricted Stock; and (3) Holder has
no present intention of disposing of the Restricted Stock at any
particular time.

(e) COMPLIANCE WITH LAW. Notwithstanding any other provision of this Plan,
Restricted Stock may be issued pursuant to this Plan only after there
has been compliance with all applicable federal and state securities
laws, and such issuance will be subject to this overriding condition.
The Company will not be required to register or qualify Restricted
Stock with the Securities and Exchange Commission or any State agency,
except that the Company will register with, or as required by local
law, file for and secure an exemption from, the applicable securities
administrator and other officials of each jurisdiction in which an
Eligible Participant would be issued Restricted Stock hereunder prior
to such issuance.

(f) STOCK CERTIFICATES. Certificates representing the Restricted Stock
issued pursuant to this Plan will bear all legends required by law and
necessary to effectuate this Plan's provisions. The Company may place
a "stop transfer" order against shares of the Restricted Stock until
all restrictions and conditions set forth in this Plan and in the
legends referred to in this Section 6(f) have been complied with.

(g) LOCK-UP. To the extent requested by the Company and any underwriter of
securities of the Company in connection with a firm commitment
underwriting, no Holder of any shares of Restricted Stock will sell or
otherwise Transfer any such shares not included in such underwriting,
or not previously registered pursuant to a registration statement
filed under the 1933 Act, during the one hundred twenty (120) day
period following the effective date of the registration statement
filed with the Securities and Exchange Commission in connection with
such offering.

(h) NOTICES. Any notice to be given to the Company under the terms of a
Restricted Stock Agreement will be addressed to the Company at its
principal executive office, Attn: Corporation Secretary, or at such
other address as the Company may designate in writing. Any notice to
be given to a Holder will be addressed to the Holder at the address
provided to the Company by the Holder. Any such notice will be deemed
to have been duly given if and when enclosed in a properly sealed
envelope, addressed as aforesaid, registered and deposited, postage
and registry fee prepaid, in a post office or branch post office
regularly maintained by the United States Postal Service.

(i) OTHER PROVISIONS. The Restricted Stock Agreement may contain such
other terms, provisions and conditions, including such special
forfeiture conditions, rights of repurchase, rights of first refusal
and other restrictions on Transfer of Restricted Stock issued
hereunder, not inconsistent with this Plan, as may be determined by
the Committee in its sole discretion.

7. PERFORMANCE BASED AWARDS.

(a) PURPOSE. The purpose of this Section 7 is to provide the Committee the
ability to qualify grants of Restricted Stock as Qualified Performance
Based Compensation. If the Committee, in its discretion, decides to
grant a Performance Based Award to a Covered Employee, the provisions
of this Section 7 shall control over any contrary provision contained
in the Plan.

(b) APPLICABILITY. This Section 7 shall apply only to those Covered
Employees selected by the Committee to receive Performance Based
Awards. The designation of a Covered Employee as a Participant for a
Performance Period shall not in any manner entitle the Participant to
receive an Award for the period. Moreover, designation of a Covered
Employee as a Participant for a particular Performance Period shall
not require designation of such Covered Employee as a Participant in
any subsequent Performance Period and designation of one Covered
Employee as a Participant shall not require designation of any other
Covered Employee as a Participant in such period or in any other
period.

(c) PROCEDURES WITH RESPECT TO PERFORMANCE BASED AWARDS. To the extent
necessary to comply with the Qualified Performance Based Compensation
requirements of Section 162(m)(4)(C) of the Code, with respect to any
Award granted under this Plan which may be granted to one or more
Covered Employees, no later than ninety (90) days following the
commencement of any fiscal year in question or any other designated
fiscal period or period of service (or such other time as may be
required or permitted by Section 162(m) of the Code), the Committee
shall, in writing, (i) designate one or more Covered Employees, (ii)
select the Performance Criteria applicable to the Performance Period,
(iii) establish the Performance Goals, and amounts of such Awards, as
applicable, which may be earned for such Performance Period, and (iv)
specify the relationship between Performance Criteria and the
Performance Goals and the amounts of such Awards, as applicable, to be
earned by each Covered Employee for such Performance Period. Following
the completion of each Performance Period, the Committee shall certify
in writing whether the applicable Performance Goals have been achieved
for such Performance Period. In determining the amount earned by a
Covered Employee, the Committee shall have the right to reduce or
eliminate (but not to increase) the amount payable at a given level of
performance to take into account additional factors that the Committee
may deem relevant to the assessment of individual or corporate
performance for the Performance Period.

(d) PAYMENT OF PERFORMANCE BASED AWARDS. Unless otherwise provided in the
applicable Restricted Stock Agreement, a Participant must be employed
by the Company or a Subsidiary on the day a Performance Based Award
for such Performance Period becomes vested. Furthermore, a Participant
shall become vested pursuant to a Performance Based Award for a
Performance Period only if the Performance Goals for such period are
achieved. In determining the amount earned under a Performance Based
Award, the Committee may reduce or eliminate the amount of the
Performance Based Award earned for the Performance Period, if in its
sole and absolute discretion, such reduction or elimination is
appropriate.

(e) ADDITIONAL LIMITATIONS. Notwithstanding any other provision of the
Plan, any Award which is granted to a Covered Employee and is intended
to constitute Qualified Performance Based Compensation shall be
subject to any additional limitations set forth in Section 162(m) of
the Code (including any amendment to Section 162(m) of the Code) or
any regulations or rulings issued thereunder that are requirements for
qualification as qualified performance based compensation as described
in Section 162(m)(4)(C) of the Code, and the Plan shall be deemed
amended to the extent necessary to conform to such requirements.

8. PROCEEDS FROM SALE OF STOCK.

Cash proceeds from the sale of shares of Restricted Stock, if any, issued from
time to time pursuant to this Plan will be added to the general funds of the
Company and as such will be used from time to time for general corporate
purposes.

9. AMENDMENT AND DISCONTINUANCE.

The Committee may amend, suspend or discontinue this Plan at any time or from
time to time; provided that no such action of the Committee shall alter or
impair any rights previously granted to Holders under the Plan without the
consent of such affected Holders (or their successors or assignees.

10. GENERAL PROVISIONS.

(a) NO RIGHTS TO AWARDS. No Eligible Participant or other person shall
have any claim to be granted any Award pursuant to the Plan, and
neither the Company nor the Committee is obligated to treat Eligible
Participants, Participants or other persons uniformly.

(b) WITHHOLDING. The Company shall have the authority and the right to
deduct or withhold, or require an Eligible Participant or Holder to
remit to the Company, an amount sufficient to satisfy federal, state,
local and foreign taxes (including the Holder's FICA obligation)
required by law to be withheld with respect to

any taxable event concerning a Holder arising as a result of this
Plan. The Committee may in its discretion and in satisfaction of the
foregoing requirement allow an Eligible Participant or Holder to elect
to have the Company withhold shares of Stock otherwise issuable under
an Award (or allow the return of shares of Stock) having a fair market
value equal to the sums required to be withheld. Notwithstanding any
other provision of the Plan, the number of shares of Stock which may
be withheld with respect to the issuance, vesting, exercise or payment
of any Award (or which may be repurchased from the Participant of such
Award within six (6) months (or such other period as may be determined
by the Committee) after such shares of Stock were acquired by the
Participant from the Company) in order to satisfy the Participant's
federal, state, local and foreign income and payroll tax liabilities
with respect to the issuance, vesting, exercise or payment of the
Award shall be limited to the number of shares which have a fair
market value on the date of withholding or repurchase equal to the
aggregate amount of such liabilities based on the minimum statutory
withholding rates for federal, state, local and foreign income tax and
payroll tax purposes that are applicable to such supplemental taxable
income.

(c) INDEMNIFICATION. To the extend allowable pursuant to applicable law,
each member of the Committee or of the Board shall be indemnified and
held harmless by the Company from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by such member
in connection with or resulting from any claim, action, suit, or
proceeding to which he or she may be a party or in which he or she may
be involved by reason of any proceeding against him or her; PROVIDED
he or she gives the Company an opportunity, at its own expense, to
handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled pursuant to the
Company's Articles of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify or hold
them harmless.

(d) EXPENSES. The expenses of administering the Plan shall be borne by the
Company and its Subsidiaries.

(e) TITLES AND HEADINGS. The titles and headings of the Sections in the
Plan are for convenience of reference only and, in the event of any
conflict, the text of the Plan, rather than such titles or headings,
shall control.

(f) FRACTIONAL SHARES. No fractional shares of Stock shall be issued and
the Committee shall determine, in its discretion, whether cash shall
be given in lieu of fractional shares or whether such fractional
shares shall be eliminated by rounding up or down is appropriate.

(g) LIMITATIONS APPLICABLE TO SECTION 16 PERSONS. Notwithstanding any
other provision of the Plan, the Plan, and any Award granted or
awarded to any Participant who is then subject to Section 16 of the
1934 Act, shall be subject to any additional limitations set forth in
any applicable exemptive rule under Section 16 of the 1934 Act
(including any amendment to Rule 16b-3 of the 1934 Act) that are
requirements for the application of such exemptive rule. To the extent
permitted by applicable law, the Plan and Awards granted or awarded
hereunder shall be deemed amended to the extent necessary to conform
to such applicable exemptive rule.

11. COPIES OF PLAN.

A copy of this Plan will be delivered to each Holder at or before the time he or
she executes a Restricted Stock Agreement.

Date Plan Adopted by the Committee: February 10, 2005

Date Plan Adopted by Stockholders: June 2, 2005

PROXY
THE BUCKLE, INC.
2407 WEST 24TH STREET, KEARNEY, NEBRASKA 68845
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Daniel J. Hirschfeld and Dennis H. Nelson,
or either of them, as Proxies, each with the power to appoint his substitute,
and hereby authorizes them, or either of them, to represent and to vote, as
designated below, all the shares of common stock of The Buckle, Inc. held of
record by the undersigned on March 30, 2005 at the annual meeting of the
shareholders to be held on June 2, 2005, or any adjournment thereof.

In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

1. ELECTION OF DIRECTORS

[ ] FOR ALL NOMINEES LISTED [ ] WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all nominees listed.

D. Hirschfeld, D. Nelson, K. Rhoads, J. Shada, R. Campbell, W. Orr,
R. Tysdal, B. Fairfield, B. Hoberman; D. Roehr

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)

--------------------------------------------------------------------------------

2. Proposal to ratify the selection of Deloitte & Touche LLP as independent
auditor for the Company for the fiscal year ending January 28, 2006.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Proposal to adopt the Company's 2005 Management Incentive Program.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. Proposal to approve the Company's 2005 Restricted Stock Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. Proposal to approve Performance Based Awards granted pursuant to the
Company's 2005 Restricted Stock Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE DIRECTORS NAMED IN THE PROXY STATEMENT AND FOR PROPOSALS
2, 3, 4 AND 5.

DATED:____________________________, 2005

__________________________________
Signature

__________________________________
Signature if held jointly

Please sign exactly as your name appears. When shares
are held by Joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a
corporation, please sign in full corporate name by
President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.