BUCKLE INC, DEF 14A, 1999-04-29

BUCKLE INC
DEF 14A, 1999-04-29
FAMILY CLOTHING STORES

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<PAGE> 1

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

The Buckle, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

The Buckle, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, schedule or registration statement no.:

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(3) Filing party:

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(4) Date filed:

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<PAGE> 2
THE BUCKLE, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 4, 1999

To Our Stockholders:

The Annual Meeting of Stockholders of The Buckle, Inc. will be held at the
Ockinga Center on the University of Nebraska-Kearney campus, Kearney, Nebraska,
on Friday June 4, 1999 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,
Robert E. Campbell, William D. Orr, Ralph M. Tysdal and Bill L.
Fairfield.

2. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent accountants for fiscal year ending January 29, 2000.

3. To approve the Company's 1999 Management Incentive Program.

4. 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 31, 1999, 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/ Scott M. Porter
Scott M. Porter, Secretary

April 28, 1999

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.

<PAGE> 3

THE BUCKLE, INC.
2407 West 24th Street
Kearney, NE 68847

PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD JUNE 4, 1999

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 4, 1999, 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 April 28, 1999.

VOTING INFORMATION

As of March 31, 1999, the Company has outstanding 22,048,861 shares of
Common Stock. Each share of Common Stock is entitled to one vote. Only holders
of Common Stock of record on March 31, 1999 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 31, 1999, the Common Stock was held of record by 421
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 31, 1999. 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.

<PAGE> 4
<TABLE>
<CAPTION>
Name of Beneficial Owner Shares of Common Stock
- -----------------------------------------------------------------------------------------------------
Sole Voting and Shared Voting and Right to
Investment Power (3) Investment Power (1) Acquire (2) Percent
-------------------- --------------------- ----------- -------

<S> <C> <C> <C> <C>
Daniel J. Hirschfeld 13,500,000 0 0 61.23%
Dennis H. Nelson 87,142 33,295 1,584,100 7.21%
Karen B. Rhoads 12,494 0 152,504 *
Bill L. Fairfield 0 0 1,050 *
Robert E. Campbell 2,100 0 2,250 *
William D. Orr 1,500 0 2,250 *
Ralph M. Tysdal 4,000 0 2,250 *
All executive officers and
directors as a group (11) 13,791,752 46,460 2,111,271 66.01%
* Less than 1%
</TABLE>

(1) These amounts include shares owned within participants' 401(k) accounts for
which the voting power is held by The Chicago Trust Co. Share amounts
include Dennis H. Nelson with 1,495 and all executive officers as a group
with 8,759.

(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.

(3) Includes shares of restricted stock granted on March 22, 1999 pursuant to
the 1998 Management Incentive Plan, which shares vest over a 5 year period:
Dennis Nelson, 21,192 shares; Scott Porter, 12,041 shares; Jim Shada,
10,885 shares; Gary Lalone, 9,633 shares; and Brett Milkie, 3,564 shares.

PROPOSAL 1

ELECTION OF DIRECTORS

Directors will be elected at the June 4, 1999 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 seven directors are to be
elected.

The Board of Directors recommends the election of the seven 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 57. 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 49. 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.

<PAGE> 5
KAREN B. RHOADS, AGE 40. 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.

ROBERT E. CAMPBELL, AGE 56. Mr. Campbell has been a Director of the
Company since July 1, 1991. Since 1985, Mr. Campbell has served as Chairman and
Chief Executive Officer, and currently also President, of Miller & Paine, 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 64. 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. Mr. Orr also is a member
of the Board of Directors of Woodmen, and had worked for Woodmen since 1960.

RALPH M. TYSDAL, AGE 61. Mr. Tysdal has served as a Director of the
Company since July 1, 1991. Mr. Tysdal owns and operates McDonald's restaurants
in Broken Bow, North Platte and Ogallala, Nebraska. He began his McDonald's
ownership in 1978.

BILL L. FAIRFIELD, AGE 52. Mr. Fairfield has served as a Director of
the Company since May 30, 1996. Since 1991, Mr. Fairfield has held the position
of 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.

Meetings and Committees of the Board

During fiscal 1998, five meetings of the Board of Directors, eight
meetings of the Executive Committee, seven meetings of the Compensation
Committee and one meeting 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 auditing
procedures and 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 and Ralph M. Tysdal.

Compensation Committee. The Compensation Committee reviews and
makes recommendations to the Board of Directors regarding officer
compensation. 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 Options Plan, the 1997
Management Incentive Plan, and the 1998 Management Incentive Plan. The
current members of the Compensation Committee are Bill L. Fairfield,
Robert E. Campbell, William D. Orr, and Ralph M. Tysdal.

<PAGE> 6

Director Compensation

For their services as Directors in fiscal 1998, the members of the
Board of Directors who are not employees of the Company were paid $9,000
annually and $1,500 for each quarterly board meeting they attended. Effective
December 7, 1998, the Company also began paying each non-employee Director $500
for each telephonic meeting held for the board or any committee thereof.

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 1,500 shares were granted to each non-employee Director on
the first day of the Company's 1999 fiscal year. The future years' amounts for
each director's annual option grant will be 2,250 for fiscal 2000; and 3,000 for
fiscal 2001 and thereafter. 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 1998 have been complied with on a timely basis, except
that Mr. Dennis Nelson's annual report on Form 5 did not timely report a gift by
Mr. Nelson of 500 shares.

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.

PROPOSAL 2

RATIFICATION OF INDEPENDENT ACCOUNTANTS

Subject to stockholder ratification, the Board of Directors has
reappointed the firm of Deloitte & Touche LLP, Certified Public Accountants, as
independent auditors to audit the accounts of the Company for the fiscal year
1999. Deloitte & Touche LLP has served as the independent auditors of the
Company since December, 1990.

Management recommends that stockholders vote "FOR" such ratification.
Unless contrary instructions are given, the proxies solicited by management 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.

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.

<PAGE> 7
PROPOSAL 3

APPROVAL OF THE 1999 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 1999 Management Incentive Plan (the
"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 Incentive Plan which has been approved by the
shareholders. The 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 Incentive Plan.

Background.

The Incentive Plan is designed to motivate the Company's key employees
to improve stockholder value by linking a large portion of their compensation to
the Company's financial performance. The Incentive Plan is a three-year plan.

At the time of the Company's initial public offering in 1992, the
Company's Executive Compensation Plan was based largely on an annual cash bonus.
The annual cash bonus was set as a fixed percentage of profits of the Company.
The Plan was designed to permit key employees to share in the success of the
Company, i.e. share profits, in recognition of the fact that the key employees
did not own stock in the Company. Thus, for example, for the fiscal year ended
February 1, 1992, the President's total compensation package of $670,140, was
comprised of salary in the amount of $66,600, and a cash bonus of $603,540.

The Compensation Committee has been working with the executive officers
to change the compensation philosophy. In previous years, both options and
shares of restricted stock have been added to the incentive program. The goals
of the Compensation Committee with regard to cash compensation have been:

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.

The Compensation Committee believes that the 1999 Management Incentive
Plan accomplishes these goals over the three-year life of the Plan. Although the
salary levels are not a part of the Incentive Plan, the goals of the
Compensation Committee and the Company's executives are to increase base
salaries over the three years included in the 1999 Executive Compensation Plan,
to achieve designated targeted salary levels in fiscal 2001, to include the
officers named in the Compensation Table as follows:
<TABLE>
<CAPTION>

1999 2000 2001
---- ---- ----

<S> <C> <C> <C>
Dennis Nelson 575,000 650,000 725,000
Scott Porter 325,000 375,000 420,000
Jim Shada 310,000 360,000 400,000
Gary Lalone 235,000 270,000 310,000
Brett Milkie 167,000 184,000 200,000
</TABLE>

Base salary levels will be established by the Compensation Committee each year
of the Plan, and shareholders are not being asked to approve the base salary
levels. However, the incentive awards included in the Plan are based upon
multiples of base salaries, as described below.

<PAGE> 8

Description of the Incentive Plan.

The 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 Incentive Plan encompasses three types of incentives:

o an annual Cash Award;

o an annual grant of shares of Restricted Stock pursuant to the
1998 Restricted Stock Plan; and

o an annual grant of Stock Options pursuant to the 1997
Executive Stock Option Plan.

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

o designate Participants as Level I or Level II Executives;

o select the persons to be granted Cash Awards, Restricted Stock
and Options;

o determine the time when Cash Awards, Restricted Stock and
Options will be granted;

o determine whether objectives and conditions for earning Cash
Awards, Restricted Stock and Options have been met; and

o determine whether payment of a Cash Award, Restricted Stock
and Options will be made at the end of an award period or
deferred.

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
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
Incentive Plan during its term. However, it is anticipated that 10 persons will
receive Cash Awards for fiscal 1999 under the Incentive Plan.

Cash Awards.

Each Participant in the Plan will receive a Cash Award calculated as a
multiple of the Participant's Base Salary. The incentive multiple will be
phased-in over the life of the Plan and will be based upon the Company's growth
in Pre-Bonus Net Income over the previous year. The multiple will also be
different for Level I and Level II Executives. The multiples will be calculated
as follows:

LEVEL I
Multiple of Base Salary
Change in Pre-Bonus -----------------------
Net Income 1999 2000 2001
- ------------------- ---- ---- ----
<S> <C> <C> <C>
>30% decrease 0.00 0.00 0.00
30% decrease 0.40 0.00 0.00
20% decrease 0.75 0.65 0.00
10% decrease 1.00 0.95 0.70
No Change 1.35 1.25 1.10
>10% increase 1.74 1.60 1.50
>20% increase 2.235 2.00 1.80
>30% increase 2.70 2.50 2.30
>40% increase 3.20 2.90 2.70
>50% increase 3.60 3.30 3.20
</TABLE>

7
<PAGE> 9
<TABLE>
<CAPTION>
LEVEL II 1999 2000 2001
-------- ---- ---- ----
<S> <C> <C> <C>
>30% decrease 0.00 0.00 0.00
30% decrease 0.35 0.00 0.00
20% decrease 0.50 0.45 0.00
10% decrease 0.57 0.55 0.40
No Change 0.72 0.70 0.65
>10% increase 1.02 0.95 0.85
>20% increase 1.25 1.15 1.075
>30% increase 1.55 1.35 1.251
>40% increase 1.75 1.60 1.50
>50% increase 2.00 1.85 1.75
</TABLE>

For fiscal 1999, Messrs. Nelson, Porter, Shada and Lalone have been designated
Level I Executives; all other Participants have been designated Level II.

In fiscal 1999 the multiple for a decrease in Pre-Bonus Net Income greater than
30% will be zero. In fiscal 2000 the multiple for a decrease in Pre-Bonus Net
Income greater than 20% will be zero. For fiscal 2001, the multiple for a
decrease greater than 10% will be zero. In fiscal 2002 and thereafter it is
expected that any decrease in Pre-Bonus Net Income compared to the prior year
will result in zero incentive bonus. Executives may be eligible for a
discretionary year-end cash incentive in a down year as may be determined by the
Compensation Committee of the Board of Directors in its discretion.

No payment of a Cash Award for the year may be made to an Executive until the
Company's Pre-Bonus Net Income for the year is 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 will be granted based upon a percentage of the Cash
Award and the fair market value of the Company's stock on date of certification
by the Compensation Committee of the amount of the Cash Award.
Restricted Stock grants will be based upon the following:
<TABLE>
<CAPTION>
Change in Pre-Bonus Level I Level II
Net Income Executives Executives
------------------- ----------- ----------
<S> <C> <C>
Any decrease None none
No Change 10% 10%
10% increase 15% 10%
20% increase 20% 15%
30% increase and up 30% 20%
</TABLE>

Restricted Stock granted pursuant to this Plan will vest 20% per year over five
years. Disposal of any vested shares of Restricted Stock will be prohibited for
five years, subject to waiver in the event of death or disability. The effect on
income of all Restricted Stock grants will be included in the calculation of
Pre-Bonus Net Income.

Options

Options will be granted to Participants 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 (adjusted for the 3-for-2 stock split effected
June 8, 1998). Options granted under the Plan will 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

<PAGE> 10

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 after ten years. This Plan added an "accelerator" feature for the Options
so that vesting may occur sooner than the three or ten years when and if the
market price of the Company's stock doubles from the fair market value of the
stock at the date of the grant. All Options will also include a "reload" feature
under this Plan.

Amendments.

The Committee may amend the Incentive Plan from time to time, provided
that no amendment to the 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 or shares of Restricted Stock have been granted under
the Incentive Plan, and it is not determinable what Cash Awards and Restricted
Stock will be received by any employee under the Incentive Plan. However, the
following table provides information concerning the Cash Award and shares of
Restricted Stock and Options that would have been received by each of the
following persons and groups for the last completed fiscal year had the
Incentive Plan been in effect.
<TABLE>
<CAPTION>

NEW PLAN BENEFITS
1999 Management Incentive Plan
- ---------------------------------------------------------------------------------------------------------------------
Shares of
Cash Restricted
Name and Position Award Stock (1) Options
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Dennis H. Nelson,
President & CEO 1,350,000 17,900 103,500
- ---------------------------------------------------------------------------------------------------------------------
Scott M. Porter,
Vice-President Men's Merchandising 675,000 8,950 58,500
- ---------------------------------------------------------------------------------------------------------------------
James E. Shada,
Vice-President Sales 607,500 8,055 34,650
- ---------------------------------------------------------------------------------------------------------------------
Gary L. Lalone,
Vice-President Sales 540,000 7,160 34,650
- ---------------------------------------------------------------------------------------------------------------------
Brett P. Milkie,
Vice-President Leasing 232,500 2,055 25,200
- ---------------------------------------------------------------------------------------------------------------------
All Executive Officers 3,598,750 45,832 281,700
- ---------------------------------------------------------------------------------------------------------------------
Non-Executive Officer
Directors (0 persons) -0- -0- -0-
- ---------------------------------------------------------------------------------------------------------------------
Non-Executive Officer
Employees (34 persons) 565,750 5,001 113,400
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The number of shares of Restricted Stock is computed as a percentage of the
Cash Award, divided by the market value of the Company's stock as of the
date of certification by the Compensation Committee. For the presentation
in the foregoing table, market value of the Company's stock was determined
as of March 22, 1999, the date the Compensation Committee certified
achievement of the performance goals established in the 1998 Management
Incentive Plan. The market value of the Company's common stock was $22.625,
determined as of March 22, 1999.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO APPROVE THE
MANAGEMENT INCENTIVE PLAN.

9
<PAGE> 11

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 and its subsidiaries, 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 February 1, 1997, January 31, 1998 and January 30, 1999:
<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------------------
Long Term
Compensation
---------------------------------
Annual Compensation Awards
------------------------------------------------------------------------------------------------------------------
Name Restricted All Other
and Stock Compen-
Principal Awards Options/ sation
Position Year Salary ($) Bonus ($) (2) ($) (3) SARs (#) ($) (1)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Dennis H. 1998 $500,000 $ 1,598,300 $479,490 108,000 $ 10,000
Nelson 1997 $400,000 $ 1,531,973 $390,625 299,400 $ 9,500
President 1996 $400,000 $ 853,738 $ -0- 123,600 $ 7,654
and CEO

Scott M. 1998 $250,000 $ 908,125 $272,438 60,360 $ 10,000
Porter 1997 $200,000 $ 781,619 $463,750 297,750 $ 9,500
Vice President 1996 $200,000 $ 376,869 $ -0- 92,250 $ 8,577
Men's Mdsg

James E. 1998 $225,000 $ 820,945 $246,284 36,510 $ 10,000
Shada 1997 $175,000 $ 703,457 $231,875 175,500 $ 9,500
Vice President 1996 $175,000 $ 376,869 $ -0- 62,250 $ 9,096
Sales

Gary L. 1998 $200,000 $ 726,500 $217,950 36,510 $ 10,000
Lalone 1997 $175,000 $ 703,457 $231,875 171,750 $ 9,500
Vice President 1996 $175,000 $ 376,869 $ -0- 62,250 $ 9,096
Sales

Brett P. 1998 $150,000 $ 268,805 $ 80,642 27,060 $ 10,000
Milkie 1997 $120,000 $ 218,853 $231,875 43,050 $ 9,500
Vice President 1996 $120,000 $ 101,717 $ -0- 19,200 $ 9,223
Leasing
------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) These amounts include the Company's matching contribution into the
401(k) profit sharing plan for the plan years ended January 31, 1999,
1998 and 1997. The Company matched 100% of the employees' deferrals for
each of these fiscal years, not exceeding 6% of gross earnings and
subject to dollar limits per Internal Revenue Code regulations.

(2) The executive officers' bonuses for fiscal 1998 were calculated based
upon the Company's 1998 Management Incentive Plan, as approved at the
1998 Annual Meeting of Stockholders. (See "Report of the Compensation
Committee") The executive officers' bonuses for fiscal 1997 were
calculated based upon the Company's 1997 Management Incentive Plan, as
approved at the 1997 Annual Meeting of Stockholders. The executive
officers' bonuses for fiscal year 1996 were calculated based upon the
Company's 1995 Management Incentive Plan, as approved at the 1995
Annual Meeting of Stockholders.

<PAGE> 12

(3) The restricted stock shares were granted pursuant to the 1998
Management Incentive Plan and the number of shares were determined
using the current market value as of March 22, 1999, the date of grant.
Shares granted were as follows: Dennis Nelson 21,192; Scott Porter
12,041; Jim Shada 10,885; Gary Lalone 9,633; and Brett P. Milkie 3,564.
A total of 77,636 shares of restricted stock were granted under the
1998 Management Incentive Plan. As of March 22, 1999, the date of the
grant, these shares were valued at $22.625 per share for a total
current market value of $1,756,515. These shares of restricted stock
will vest at a rate of 20% per year for five years. Shareholders of
restricted stock in The Buckle, Inc. are eligible for future dividend
payments, if and when dividends may be declared and paid by the
Company.

Board Compensation Committee Report on Executive Compensation

The following report of the Compensation Committee 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 that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.

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.

Compensation of the executive officers, including Mr. Nelson, who
serves as President and Chief Executive Officer, is based in large part on the
Company's profits (as defined) and therefore is closely tied to the performance
of the Company. For fiscal 1998, the compensation program for executive officers
consisted of:

o salary;
o annual cash bonus;
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;
o restricted stock; and
o stock options.

Cash bonuses, restricted stock and stock options were paid and granted in
accordance with the 1998 Management Incentive Plan which was previously approved
by the Shareholders.

Salary. Salaries for fiscal 1998 for the executive officers were set in
December of 1997, and were increased over the salaries paid for fiscal 1997. The
salary amounts are reported in the Summary Compensation Table on page 10.

Cash bonus. Cash bonuses for the executive officers for fiscal 1998
were established pursuant to the 1998 Management Incentive Plan. Pursuant to the
Plan each Participant in the Plan received an Award which was a fixed percentage
of the Management Bonus Pool. The amount contributed to the Management Bonus
Pool was based on the Company's Pre-Bonus Net Income for fiscal 1998. The Plan
defines "Pre-Bonus Net Income" to be the Company's net income from operations
after the deduction of all expenses, excluding administrative and store manager
percentage bonuses and excluding income taxes, but including draws against such
bonuses. Net income from operations does not include earnings on cash
investments. The Management Bonus Pool was calculated as follows:

<PAGE> 13

(1) On the Company's first $20 million of Pre-Bonus Net Income there was
nothing contributed to the Management Bonus Pool.

(2) On Pre-Bonus Net Income in excess of $20 million ("Excess Pre-Bonus Net
Income") the amount contributed to the Management Bonus Pool was based
upon the increase in fiscal 1998 Pre-Bonus Net Income over fiscal 1997
Pre-Bonus Net Income, as follows:
<TABLE>
<CAPTION>

Percentage of Excess Pre-
Increase in Bonus Net Income to be
Pre-Bonus Net Income Contributed to Bonus Pool
-------------------- -------------------------
<S> <C>
No increase 15.0%
> 0 - 10% 17.0%
>10 - 20% 18.0%
>20 - 30% 19.0%
>30% 20.0%
</TABLE>

The increase in Pre-Bonus Net Income for fiscal 1998 was in excess of
30%. A total of $7,265,000 was contributed to the Management Bonus Pool;
however, due to forfeitures only $6,237,003, was actually paid out of the
Management Bonus Pool, with the balance being retained by the Company.

The following table shows the percentage of the Management Bonus Pool
paid to each of the executive officers who is listed in the compensation table
and who is also a Participant in the Plan for fiscal 1998:
<TABLE>
<CAPTION>

Percentage of
Name of Participant Management Bonus Pool
------------------- ---------------------
<S> <C>
Dennis H. Nelson 22.00%
Scott M. Porter 12.50%
James E. Shada 11.30%
Gary L. Lalone 10.00%
Brett P. Milkie 3.70%
</TABLE>

Stock Options. Pursuant to the 1997 Executive Stock Option Plan, on
January 31, 1998, the Compensation Committee granted options to 29 employees of
the Company to purchase an aggregate of 414,750 shares of Common Stock at an
exercise price of $22.3333 per share, representing the fair market value of the
shares subject to the options at the date of grant (both the number of shares
and the exercise price have been adjusted to reflect the 3-for-2 stock split
effected June, 1998). The following information is submitted with regard to the
number of options granted to the executive officers listed in the Compensation
Table of the Company:
<TABLE>
<CAPTION>

Name Number of Shares
---- ----------------
<S> <C>
Dennis H. Nelson 105,000
Scott M. Porter 58,500
James E. Shada 34,650
Gary L. Lalone 34,650
Brett P. Milkie 25,200
</TABLE>

The options vested and became exercisable (i) over three years if the
Company met certain performance goals; or (ii) upon the expiration of 9 years 11
months. One-half of the options granted to each individual vested over three
years if the increase in the Company's pre-bonus net income was ten percent or
better. The remaining one-half of the options granted to each individual vest
over three years if the increase in the Company's pre-bonus net income was 30
percent or more. The Company achieved both performance goals, and thus all
options granted to executive officers and others on January 30, 1998, are
one-third vested and exercisable; the balance will vest over the next two years.

<PAGE> 14

Restricted Stock. Shares of Restricted Stock were granted based upon a
percentage of the Cash Award and the fair market value of the Company's stock on
the date of certification by the Compensation Committee of the amount of the
Cash Award. The percentage of the Participant's Cash Award was based upon the
increase in fiscal 1998 Pre-Bonus Net Income over fiscal 1997 Pre-Bonus Net
Income, as follows:
<TABLE>
<CAPTION>
Percentage of Cash
Increase in Award for Grant of
Pre-Bonus Net Income Restricted Stock
-------------------- ------------------
<S> <C>
No Increase 10%
>0-30% 20%
>30% 30%
</TABLE>

Based upon the market value of the Company's common stock on March 22,
1999, the date of certification of the Cash Awards by the Compensation
Committee, the following grants of Restricted Stock were made on that date to
the executive officers named in the Compensation table:
<TABLE>
<CAPTION>

Number of Shares of
Name of Participant Restricted Stock
------------------- -------------------
<S> <C>
Dennis H. Nelson 21,192
Scott M. Porter 12,041
James E. Shada 10,885
Gary L. Lalone 9,633
Brett P. Milkie 3,564
</TABLE>

The shares of Restricted Stock vest 20% per year over five years.
Disposition of any vested shares is prohibited for five years subject to waiver
in the event of death or disability.

1998 Compensation. For fiscal 1998, the Compensation Committee
established a new incentive award plan. See Proposal 3 for a description of the
proposed new incentive award plan.

The Compensation Committee has considered the application of the
provision 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. The Committee believes that compensation
payable pursuant to the 1998 Management Incentive Plan and the 1999 Management
Incentive Plan achieves this objective under current tax law.

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

Bill L. Fairfield
Robert E. Campbell
Ralph M. Tysdal
William D. Orr

<PAGE> 15

Option Grants in Last Fiscal Year

The following table provides information on option grants in fiscal 1998 to the
named executive officers.
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------
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)
----------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C>
Dennis H. Nelson 3,000 0.54% $34.0833 3/20/08 $ 63,570
105,000 18.79% $22.3333 1/30/08 $1,457,400

Scott M. Porter 1,860 0.33% $34.0833 3/20/08 $ 39,413
58,500 10.47% $22.3333 1/30/08 $ 811,980

James E. Shada 1,860 0.33% $34.0833 3/20/08 $ 39,413
34,650 6.20% $22.3333 1/30/08 $ 480,942

Gary L. Lalone 1,860 0.33% $34.0833 3/20/08 $ 39,413
34,650 6.20% $22.3333 1/30/08 $ 480,942

Brett Milkie 1,860 0.33% $34.0833 3/20/08 $ 39,413
25,200 4.51% $22.3333 1/30/08 $ 349,776

----------------------------------------------------------------------------------------------------------
</TABLE>

(1) The shares granted on March 20, 1998 at $34.033 become fully vested
March 20, 2001. The shares granted January 30, 1998 at $22.33 become
fully vested as of March 22, 2001.
(2) The Company granted options totaling 558,810 during fiscal 1998.
(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 six years. Assumptions include: interest rate of 6%; annual
dividend yield of 0%; and volatility of 58%.

<PAGE> 16
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values

The following table provides information on option exercises in fiscal
1998 by the named executive officers and the value of such officers' unexercised
options at January 30, 1999.
<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------
Number of Value of
Unexercised Unexercised
Options In-the Money
at FY-end Options at FY-end
Shares Value ------------------------------------------------------------------
Acquired on Realized
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Dennis H. Nelson
62,900 $2,601,445 1,584,100 374,500 $33,440,434 $2,061,417

Scott M. Porter
74,501 $1,251,956 243,554 322,493 $ 4,179,762 $1,957,806

James E. Shada
70,350 $2,007,544 63,292 184,492 $944,759 $1,150,250

Gary L. Lalone
35,062 $978,375 37,604 180,743 $491,649 $1,128,081

Brett P. Milkie
6,400 $ 230,800 22,417 65,093 $273,032 $325,481
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

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 pre-tax and pre-bonus income, restricted stock and stock
options, as proposed in the 1999 Executive Compensation Plan. For fiscal 1998
the acknowledgments provided base salary for each of these executive officers as
follows: Dennis H. Nelson $500,000, Scott M. Porter $250,000, James E. Shada
225,000, Gary L. Lalone $200,000, and Brett P. Milkie $150,000. For fiscal 1999,
the bonus amounts will be payable according to the proposed 1999 Management
Incentive Plan, to be approved at the June 4, 1999 Annual Meeting of
Stockholders. For fiscal 1997, the bonus amounts were payable according to the
Company's 1997 Management Incentive Plan, approved at the June 2, 1997 Annual
Meeting of Stockholders. (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-tax and pre-bonus income, excluding income
on cash investments, and after deducting any bonus advances.

<PAGE> 17

Compensation Committee Interlocks and Insider Participation

The total amount owed to the Company by the Hirschfeld Family Trust is
$600,000. 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 that insurance
policy, thus requiring no additional loans.

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
S & P 500 Stock Index and the NYSE Retail Trade Stocks.

TOTAL RETURN TO STOCKHOLDERS
(ASSUMES $100 INVESTMENT ON 1/31/94)

[LINE GRAPH]
<TABLE>
<CAPTION>

Total Return Analysis

1/31/94 1/31/95 1/31/96 1/31/97 1/30/98 1/31/1999
<S> <C> <C> <C> <C> <C> <C>
The Buckle, Inc. $100.00 $ 83.82 112.50 163.97 394.12 471.82
Peer Group #1 $100.00 $ 91.99 99.99 118.20 167.16 252.80
Peer Group #2 $100.00 $ 85.05 117.48 148.87 292.93 676.33
S&P 500 $100.00 $100.53 139.35 176.04 223.40 295.97
</TABLE>

Peer Group #1 consists of all companies with SIC codes in the following ranges:
5200-5599, 5700-5799, and 5900-5999 (US and foreign). Peer Group #2 consists of
the following: The Buckle, Inc; American Eagle, Inc.; Abercrombie & Fitch;
Braun's Fashion Corp.; The Gap; Pacific Sunwear of California; Wet Seal, Inc.;
Gadzooks, Inc.; Ann Taylor Stores; and the Limited, Inc.

Percentage of close as of January 31, 1994, Dividends reinvested for companies
where applicable

16
<PAGE> 18
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 2000 ANNUAL MEETING

Although the date for the Annual Stockholders' meeting to be held in
2000 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, 1999.

By Order of the Board of Directors

/s/ Scott M. Porter
Scott M. Porter
Vice President of Men's Merchandising and Secretary

Kearney, Nebraska
April 28, 1999

<PAGE> 19
EXHIBIT A

THE BUCKLE, INC.

1999 MANAGEMENT INCENTIVE PLAN

PURPOSES

The purposes of The Buckle, Inc. 1999 Management Incentive Plan are to
motivate the Company's key employees to improve stockholder value (i) by linking
a portion of their cash compensation to the Company's financial performance;
(ii) by linking the vesting of stock options to the Company's financial
performance and/or improvement in the market value of the Company's common
stock; and (iii) by granting shares of restricted stock tied to the amount of
the cash incentive payment.

DEFINITIONS

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

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

3. "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.

4. "Company" means The Buckle, Inc.

5. "Key Employee" means any employee of the Company whose performance the
Committee determines can have a significant effect on the success of
the Company.

6. "Options" means non-qualified stock options granted pursuant to the
Company's 1997 Executive Stock Option Plan.

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

8. "Plan" means this Plan, which shall be known as The Buckle, Inc. 1999
Management Incentive Plan.

9. "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, but
including draws against such bonuses. Net income from operations does
not include earnings on cash investments.

10. "Restricted Stock" means shares of the Company's common stock issued
pursuant to the Company's 1998 Restricted Stock Plan.

ADMINISTRATION

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

1. interpret and determine all questions of policy and expediency
pertaining to the Plan;

2. adopt such rules, regulations, agreements, and instruments as it deems
necessary for its proper administration;

<PAGE> 20

3. select Key Employees to receive Awards and determine which Key
Employees shall be designated Level I Executives and which Key
Employees shall be designated as Level II Executives;

4. determine amounts subject to Awards (within the limits prescribed in
the Plan);

5. determine whether Awards will be granted in replacement of or as
alternatives to any other incentive or compensation plan of the
Company or an acquired business unit;

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

7. 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);

8. correct any defect, supply any omission, or reconcile any
inconsistency in the Plan, any Award or any Award notice;

9. take any and all other actions it deems necessary or advisable for the
proper administration of the Plan;

10. adopt such Plan procedures, regulations, sub-plans and the like as it
deems are necessary to enable Key Employees to receive Awards; and

11. 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.

ELIGIBILITY

Any Key Employee is eligible to become a Participant in the Plan.

CASH AWARDS

Each Participant in the Plan shall receive a Cash Award calculated as a
multiple of the Participant's Base Salary. The incentive multiple will be
phased-in and will be based upon the Company's growth in Pre-Bonus Net Income
over the previous year. The multiple will also be different for Level I and
Level II Executives. The multiples will be calculated as follows:
<TABLE>
<CAPTION>
Multiple of Base Salary
-----------------------
LEVEL I
Change in Pre-Bonus
Net Income 1999 2000 2001
-------------------- ---- ---- ----
<S> <C> <C> <C>
>30% decrease 0.00 0.00 0.00
30% decrease 0.40 0.00 0.00
20% decrease 0.75 0.65 0.00
10% decrease 1.00 0.95 0.70
No Change 1.35 1.25 1.10
>10% increase 1.74 1.60 1.50
>20% increase 2.235 2.00 1.80
>30% increase 2.70 2.50 2.30
>40% increase 3.20 2.90 2.70
>50% increase 3.60 3.30 3.20
</TABLE>

<PAGE> 21

<TABLE>
<CAPTION>
LEVEL II
-------- 1999 2000 2001
---- ---- ----
<S> <C> <C> <C>
>30% decrease 0.00 0.00 0.00
30% decrease 0.35 0.00 0.00
20% decrease 0.50 0.45 0.00
10% decrease 0.57 0.55 0.40
No Change 0.72 0.70 0.65
>10% increase 1.02 0.95 0.85
>20% increase 1.25 1.15 1.075
>30% increase 1.55 1.35 1.25
>40% increase 1.75 1.60 1.50
>50% increase 2.00 1.85 1.75
</TABLE>

In fiscal 1999 the multiple for a decrease in Pre-Bonus Net Income
greater than 30% will be zero. In fiscal 2000 the multiple for a decrease in
Pre-Bonus Net Income greater than 20% will be zero. For fiscal 2001, the
multiple for a decrease greater than 10% will be zero. In fiscal 2002 and
thereafter it is expected that any decrease in Pre-Bonus Net Income compared to
the prior year will result in zero incentive bonus. Executives may be eligible
for a discretionary year-end cash incentive in a down year as may be determined
by the Compensation Committee of the Board of Directors in its discretion.

No payment of a Cash Award for the year may be made to an Executive until
the Company's Pre-Bonus Net Income for the year is 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.

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.

RESTRICTED STOCK

Change in Pre-Bonus
Net Income Level I Executives Level II Executives
- ------------------- ------------------ -------------------
<S> <C> <C>
Any decrease none none
No Change 10% 10%
10% increase 15% 10%
20% increase 20% 15%
30% increase and up 30% 20%
</TABLE>

OPTIONS

20
<PAGE> 22

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 after ten years. This Plan will add
an "accelerator" feature for the Options so that vesting may occur sooner than
the three or ten years when and if the market price of the Company's stock
doubles from the fair market value of the stock at the date of the grant. All
Options will also include a "reload" feature under this Plan.

GENERAL

The Plan shall become effective as of January 31, 1999, subject to
stockholder approval of the Plan at the 1999 annual meeting of the Company's
stockholders. No Awards shall be made under the Plan after February 2, 2002.

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.

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 Key Employee or other individual the right to be selected
as a Participant or to be granted an Award.

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.

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

21
<PAGE> 23
PROXY THE BUCKLE, INC.
2407 WEST 24TH STREET, KEARNEY, NEBRASKA 68847
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 31, 1999 at the annual meeting of the
shareholders to be held on June 4, 1999, 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 vote for all
to the contrary) nominees listed.
D. Hirschfeld, D. Nelson, K. Rhoads, R. Campbell,
W. Orr, R. Tysdal, B. Fairfield
(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 29, 2000.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Proposal to approve the Company's 1999 Management Incentive Program.

[ ] 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 AND 3.

DATED: , 1999
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Signature

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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, as
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.