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

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

N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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THE BUCKLE, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 29, 2003

To Our Stockholders:

The Annual Meeting of Stockholders of The Buckle, Inc. will be held at the
Holiday Inn, Kearney, Nebraska, on Thursday, May 29, 2003 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 fiscal year ending January 31, 2004.
3. To approve the Company's 2003 Executive Compensation Plan.
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 24, 2003, 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 25, 2003

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 MAY 29, 2003

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 May 29, 2003, 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 26, 2003.

VOTING INFORMATION

As of March 24, 2003, the Company has outstanding 21,057,734 shares of
Common Stock. Each share of Common Stock is entitled to one vote. Only holders
of Common Stock of record on March 24, 2003 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 24, 2003, the Common Stock was held of record by 404
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 24, 2003. 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
- -----------------------------------------------------------------------------------------------------
Sole Voting and Shared Voting and Right to
Investment Power Investment Power (1) Acquire (2) Percent
---------------- -------------------- ----------- -------

Daniel J. Hirschfeld 12,974,800 0 0 61.62%
Dennis H. Nelson 435,658 33,141 1,124,700 6.95%
James E. Shada 100,318 1,500 169,760 1.18
Karen B. Rhoads 13,412 446 199,635 *
Bill L. Fairfield 0 0 9,450 *
Robert E. Campbell 3,100 0 9,750 *
William D. Orr 1,500 0 8,550 *
Ralph M. Tysdal 5,600 0 9,750 *
Bruce L. Hoberman 1,000 0 4,725 *
David A. Roehr 0 0 4,725 *
All executive officers and
directors as a group (14) 13,555,453 43,819 1,880,850 67.49%

* 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 1,441 and all executive officers as a group
with 8,156.
(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 May 29, 2003 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 61. 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 53. 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 44. 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 47. 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, 2001 and then 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 60. 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 68. 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 65. 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 56. 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. 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 56. 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 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 46. Mr. Roehr has served as a Director of the Company
since September 18, 2000. Mr. Roehr is President and CFO of Cabela's, Inc., the
world's foremost outfitter of hunting, fishing, camping and outdoor gear,
headquartered in Sidney, Nebraska. He has been employed by Cabela's since 1994.
Mr. Roehr also serves as President or Vice President of various other Cabela's
entities. 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.

MEETINGS AND COMMITTEES OF THE BOARD

During fiscal 2002, four meetings of the Board of Directors, nine meetings
of the Executive Committee, seven meetings of the Compensation Committee and
five 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 accounting
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, Ralph M. Tysdal, Bruce L. Hoberman
and David A. Roehr.

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, the 1998 Management
Incentive Plan, the 1999 Management Incentive Plan and the 2002 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 2002, 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, and $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 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
2002 have been complied with on a timely basis, except that one report on Form 4
was filed late by each of Robert E. Campbell and Ralph M. Tysdal.

PROPOSAL 2

RATIFICATION OF INDEPENDENT ACCOUNTANTS

For the years ended February 1, 2003 and February 2, 2002, 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 Board of Directors has
re-appointed the firm of Deloitte & Touche LLP, Certified Public Accountants, as
independent auditors to audit the accounts of the Company for the fiscal year
2003. 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.

Audit and audit-related fees aggregated $102,600 and $66,970 for the years
ended February 1, 2003 and February 2, 2002, 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 February 1, 2003 and February 2, 2002 and
for the reviews of the financial statements included in the Company's Quarterly
Reports on Form 10-Q for the fiscal year were $94,600 and $61,120, respectively.

AUDIT-RELATED FEES

The aggregate fees billed for Audit-Related services for the fiscal years
ended February 1, 2003 and February 2, 2002 were $8,000 and $5,850,
respectively. These fees relate to audit of the Company's 401(k) Profit Sharing
Plan for the plan years ended January 31, 2003 and 2002.

TAX FEES

The aggregate fees billed for tax services for the fiscal years ended
February 1, 2003 and February 2, 2002 were $49,129 and $10,800, respectively.
These fees relate to preparation of the state and federal income tax returns,
work related to electing change in accounting methods for certain income tax
items, and work related to the like-kind exchange of the corporate aircraft for
the fiscal year ended February 1, 2003 and relate to preparation of the state
and federal income tax returns for the fiscal year ended February 2, 2002.

ALL OTHER FEES

The aggregate fees for services not included above were $0 and $0,
respectively, for the fiscal years ended February 1, 2003 and February 2, 2002.

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
2003 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 2003 Management Incentive Plan (the "2003
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 2003 Incentive Plan which has been approved
by the shareholders. The 2003 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 2003 Incentive Plan.

BACKGROUND.

The 2003 Incentive Plan is a modification of the 2002 Management Incentive Plan
approved by the Shareholders of the Company at the annual meeting held in 2002
(the "2002 Incentive Plan"). The 2002 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 2002 Incentive
Plan was intended to be a two-year plan. The 2003 Incentive Plan is a one-year
plan.

In recent years 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 were added to incentive programs,
although restricted stock was eliminated in the 2002 Incentive 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.

The Compensation Committee believed that the 2002 Management Incentive Plan
would have accomplished these goals over the two-year life of the Plan. However,
Management of the Company (i.e. the President, the Chief Financial Officer and
the Chairman of the Board) strongly urged the Compensation Committee to revise
the 2002 Incentive Plan. Management stated their belief that:

o Due to the inclusion in Pre-Bonus Net Income (as defined in the Plan)
of state tax incentive payments, the rolling three-year average of
Pre-Bonus Net Income is significantly higher than the Pre-Bonus Net
Income would have been without such incentives. This resulted in an
unintended lowering of the Bonus Pool for the 2002 fiscal year--a
problem which was addressed by the Compensation Committee granting
discretionary cash bonuses for fiscal 2002 (see, "Report of the
Compensation Committee");
o Because of the effect of the state tax incentives on Pre-Bonus Net
Income, an increase in Pre-Bonus Net Income in fiscal 2003 should
carry a heavier weight in the Bonus Pool formula;
o Under the 2002 Incentive Plan, in the event of significant increases
in Pre-Bonus Net Income, an overly large portion of such increase
would go to the Bonus Pool, rather than accrue to the benefit of the
stockholders.

Management therefore recommended to the Compensation Committee that the
2002 Incentive Plan be amended, to include a Pre-Bonus Net Income Factor, which
would increase the Bonus Pool in the event that Pre-Bonus Net Income increases
from 0% up to 10%, and would decrease the Bonus Pool in the event that Pre-Bonus
Net Income increases by 11% or more. In an attempt to avoid the possibility of a
request for a discretionary bonus in fiscal 2003, and based upon the strong
objections to the 2002 Incentive Plan voiced by the President and the Chairman
of the Board, the Compensation Committee approved changes to the 2002 Incentive
Plan which are embodied in the 2003 Incentive Plan. The Compensation Committee
believes that the 2003 Management Incentive Plan accomplishes the goals which
the Committee sought to achieve by the adoption of the 2002 Management Incentive
Plan.

DESCRIPTION OF THE INCENTIVE PLAN.

The 2003 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 2003 Incentive Plan encompasses two types of incentive.

o an annual Cash Award; 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 2003 Incentive Plan, to:

o select the persons to be granted Cash Awards and Options;
o determine the time when Cash Awards and Options will be granted;
o determine whether objectives and conditions for earning Cash
Awards and Options have been met;
o determine whether payment of Cash Awards and Options 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
2003 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 2003
Incentive Plan during its term. However, it is anticipated that seven persons
will receive Cash Awards for fiscal 2003 under the 2003 Incentive Plan.

The 2003 Incentive Plan includes the creation of a Bonus Pool as a Cash
Incentive for executives. This Bonus Pool will be calculated each Plan Year
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 and multiplied by a factor determined by the growth in Pre-Bonus Net Income
(the "Pre-Bonus Net Income Factor') (See Exhibit A). The applicable percentage
amounts for the 2003 Incentive Plan include 8.5% of the increase in Same Store
Sales, 5.0% of the increase in Gross Profit and 15.0% 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 Gross Profit and Pre-Bonus Net Income. The Pre-Bonus Net Income
Factor is 1.15 for growth in Pre-Bonus Net Income up to 5%; 1.05 for growth in
Pre-Bonus Net Income in excess of 5% and up to 9.999%; 1.0 for growth in
Pre-Bonus Net Income of at least 10% and up to and including 15%; .82 for growth
in Pre-Bonus Net Income greater than 15% and up to and including 20%; and .70
for growth in Pre-Bonus Net Income in excess of 20%. Bonus Pool awards pursuant
to the 2003 Incentive Plan will be in addition to base salaries. Base salaries
for fiscal 2003 for the executive officers included in the Summary Compensation
Table are as follows:

NAME BASE SALARY
---- -----------
Dennis H. Nelson $740,000
James E. Shada $415,000
Kari G. Smith $240,000
Patricia K. Whisler $225,000
Brett P. Milkie $240,000

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 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
(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, Gross Profit 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.

Key Employees (defined to include any employee of the Company whose
performance the Committee determines can have a significant effect on the
success of the Company) will be granted annual incentive Cash Awards under the
2003 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 2003
Incentive Plan during its term. However, it is anticipated that seven persons
will receive Cash Awards for fiscal 2003 under the 2003 Incentive Plan.

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

AMENDMENTS.

The Committee may amend the 2003 Incentive Plan from time to time, provided
that no amendment to the 2003 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 2003 Incentive Plan, and it is
not determinable what Cash Awards will be received by any employee under the
2003 Incentive Plan. However, the following table provides information
concerning the Cash Award and Options that would have been received by each of
the following persons and groups for the last completed fiscal year had the 2003
Incentive Plan been in effect.

NEW PLAN BENEFITS
2003 Management Incentive Plan

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

Cash
Name and Position Award Options
-------------------------------------------- -------------------- --------------------

Dennis H. Nelson,
President & CEO 15,057 103,500
-------------------------------------------- -------------------- --------------------
James E. Shada,
Executive Vice-President Sales 8,246 51,750
-------------------------------------------- -------------------- --------------------
Kari G. Smith,
Vice-President Sales 2,510 25,200
-------------------------------------------- -------------------- --------------------
Patricia K. Whisler,
Vice-President Women's Merchandising 2,510 25,200
-------------------------------------------- -------------------- --------------------
Brett P. Milkie,
Vice-President Leasing 2,510 25,200
-------------------------------------------- -------------------- --------------------

All Executive Officers 33,343 256,050
-------------------------------------------- -------------------- --------------------
Non-Executive Officer
Directors (0 persons) -0- -0-
-------------------------------------------- -------------------- --------------------
Non-Executive Officer
Employees (1 person) 2,510 21,000
-------------------------------------------- -------------------- --------------------

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.

WITH RESPECT TO PROPOSAL 3, THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR APPROVAL OF THE COMPANY'S 2003 MANAGEMENT INCENTIVE 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
February 1, 2003, February 2, 2002, and February 3, 2001:

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) ($) SARs (#) ($) (1)
---------------------------------------------------------------------------------------------------

Dennis H. 2002 $ 725,000 $ 296,603 $ 0 113,400 $ 50,090
Nelson 2001 $ 725,000 $ 507,500 $ 0 103,500 $ 54,117
President 2000 $ 650,000 $ 617,500 $ 0 103,500 $ 57,470
and CEO

James E. 2002 $ 400,000 $ 172,000 $ 0 56,700 $ 17,040
Shada 2001 $ 240,000 $ 168,000 $ 0 13,860 $ 12,362
Executive Vice 2000 $ 189,231 $ 179,769 $ 0 15,690 $ 18,313
President Sales

Kari G. 2002 $ 225,000 $ 70,000 $ 0 27,900 $ 5,577
Smith 2001 $ 200,000 $ 80,000 $ 0 21,000 $ 5,358
Vice President 2000 $ 165,000 $ 90,750 $ 0 21,000 $ 5,333
Sales

Patricia K. 2002 $ 210,000 $ 70,000 $ 0 27,900 $ 5,546
Whisler 2001 $ 200,000 $ 80,000 $ 0 25,200 $ 5,342
Vice President 2000 $ 180,000 $ 99,000 $ 0 25,200 $ 5,342
Women's
Merchandising

Brett P. 2002 $ 210,000 $ 70,000 $ 0 27,900 $ 11,462
Milkie 2001 $ 200,000 $ 80,000 $ 0 25,200 $ 11,680
Vice President 2000 $ 184,000 $ 101,200 $ 0 25,200 $ 11,772
Leasing
---------------------------------------------------------------------------------------------------

(1) These amounts include the Company's matching contribution into the
401(k) profit sharing plan for the plan years ended January 31, 2003,
2002 and 2001. The Company matched 50% of the employees' deferrals for
each fiscal 2002, 2001 and 2000, not exceeding 6% of gross earnings
and subject to dollar limits per Internal Revenue Code regulations.
For fiscal 2002, 2001 and 2000, these amounts also include the
Company's matching contribution into The Buckle, Inc. Deferred
Compensation Plan, covering certain executive officers. The Company
matched 50% of certain vice presidents' deferrals and 65% of the
president's deferrals, not exceeding 6% of gross earnings.
(2) 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, and for fiscal 2001 and fiscal
2000 the bonuses were calculated based upon the Company's 1999
Management

Incentive Plan, as approved at the 1999 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 2002, the compensation program for executive officers, including
Mr. Nelson, who serves as President and Chief Executive Officer, consisted of:
salary;
discretionary cash bonus, which was not tied to the actual performance of
the Company;
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 stock
options.
Stock options were paid and granted in accordance with the 2002 Management
Incentive Plan which was previously approved by the Shareholders.

SALARY. Fiscal 2002 salaries for the executive officers were set in January
of 2002, and were increased over the salaries paid for fiscal 2001. The salary
amounts are reported in the Summary Compensation Table on page 10.

CASH AWARDS.

The 2002 Management Incentive Plan, which was approved by the stockholders
at the annual meeting in 2002, 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 2002 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 2002, the Company fell short of growth in both Comp Store Sales
and in Pre-Bonus Net Income. The Company did show slight growth in Gross Profit.
The Bonus Pool, computed in accordance with the 2002 Management Incentive Plan,
would have been $35,853. However, in determining the Cash Awards for fiscal
2002, the Compensation Committee considered the effect on the Company's
Pre-Bonus Net Income of the refund of state taxes as a part of the business
incentives offered by LB775 adopted by the Nebraska Legislature. The benefit of
LB775 in fiscal 2001 was $581,897. If that one-time benefit were eliminated from
the Company's Pre-Bonus Net Income for fiscal 2001, then the Company would have
achieved Pre-Bonus Net Income equivalent to the prior year, as opposed to the
actual decrease shown. Due to the extraordinary effect of the state tax refund
on the calculation of the Pre-Bonus Net Income, the Compensation Committee
awarded cash bonuses in accordance with the 2002 Management Incentive Plan, but
calculated on the assumption that the extraordinary state tax refund was
excluded from the computation. This resulted in a bonus pool which totaled
$794,603 for fiscal 2002, which was allocated among the executive officers as
follows:

Dennis H. Nelson $296,603
James E. Shada $172,000
Brett Milkie $70,000
Patricia K. Whisler $70,000
Kari G. Smith $70,000

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 after nine years and eleven months. This Plan includes an "accelerator"
feature for the Options so that vesting may occur sooner than the three years or
nine years and eleven months, 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 also include a "reload" feature under this Plan.

Dennis H. Nelson 113,400
James E. Shada 56,700
Kari G. Smith 27,900
Patricia K. Whisler 27,900
Brett Milkie 27,900

The Company did not achieve either performance goal for fiscal 2002, and
thus all options granted to executive officers and others on February 2, 2002
will vest and become exercisable on January 2, 2012.

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. The Compensation Committee is advised that the discretionary bonuses
awarded for fiscal 2002 do not qualify under the applicable provisions of the
Internal Revenue Code, and thus are not deductible to the extent total
compensation for the year for anyone person exceeds $1,000,000.

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.

The audit committee has reviewed and discussed the Company's February 1,
2003 audited financial statements with management and with Deloitte & Touche
LLP, the Company's independent public accountants. 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 February 1, 2003 audited financial statements
be included in the Company's Annual Report on Form 10-K for the year ended
February 1, 2003 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, Chairman
Robert E. Campbell
William D. Orr
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 2002 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. 113,400 20.75% $20.50 2/01/12 $ 1,722,546
Nelson

James E. 56,700 10.37% $20.50 2/01/12 $ 861,273
Shada

Kari G. 27,900 5.10% $20.50 2/01/12 $ 423,801
Smith

Patricia K. 27,900 5.10% $20.50 2/01/12 $ 423,801
Whisler

Brett P. 27,900 5.10% $20.50 2/01/12 $ 423,801
Milkie
-----------------------------------------------------------------------------------------------

(1) The shares granted February 2, 2002 at $20.50 become fully vested as
of February 1, 2012, or sooner if the fair market value of the
Company's common stock doubles from the grant price, at any time prior
to February 1, 2012.
(2) The Company granted options totaling 546,570 during fiscal 2002.
(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 4.5%; annual
dividend yield of 0%; and volatility of 62%.

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

The following table provides information on option exercises in fiscal 2002
by the named executive officers and the value of such officers' unexercised
options at February 1, 2003.

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

Dennis H.
Nelson 0 $0 1,124,700 527,400 $8,014,696 $23,288

James E.
Shada 0 $0 169,760 172,650 $233,867 $22,678

Kari G.
Smith 0 $0 74,985 113,100 $376,260 $4,725

Patricia K.
Whisler 0 $0 217,710 128,700 $1,664,993 $5,670

Brett P.
Milkie 0 $0 48,310 128,700 $75,408 $5,670
- ---------------------------------------------------------------------------------------------------------------

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 2002 Executive Compensation Plan. For fiscal
2002 the acknowledgments provided base salary for each of these executive
officers as follows: Dennis H. Nelson $725,000, James E. Shada $400,000, Kari G.
Smith $225,000, Patricia K. Whisler $210,000, and Brett P. Milkie $210,000. For
fiscal 2001 and 2000, the bonus amounts were paid according to the 1999
Management Incentive Plan. (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.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The total amount owed to the Company by the Hirschfeld Family Trust is
$795,000 ($600,000 principal plus $195,000 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 that insurance policy, thus
requiring no additional loans.

[PERFORMANCE GRAPH]

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.

- -------------------------------------------------------------------------------------------------------------
TOTAL RETURN ANALYSIS
1/30/1998 1/29/1999 1/31/2000 2/3/2001 2/2/2002 2/1/2003
- -------------------------------------------------------------------------------------------------------------

THE BUCKLE, $ 100.00 $ 119.72 $ 70.21 $ 91.77 $ 118.08 $ 98.40
INC.
- -------------------------------------------------------------------------------------------------------------
PEER GROUP $ 100.00 $ 230.90 $ 236.12 $ 235.10 $ 187.75 $ 173.03
- -------------------------------------------------------------------------------------------------------------
RUSSELL 2000 $ 100.00 $ 99.33 $ 115.38 $ 116.60 $ 115.37 $ 88.88
- -------------------------------------------------------------------------------------------------------------

Source: CTA Public Relations www.ctapr.com (303) 665-4200. Data from BRIDGE
Information Systems, Inc. Percentage of close as of January 31, 1998, Dividends
reinvested for companies where applicable

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 2004 ANNUAL MEETING

Although the date for the Annual Stockholders' meeting to be held in 2004
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,
2003.

By Order of the Board of Directors

/s/ Kyle L. Hanson

Kyle L. Hanson
Secretary

Kearney, Nebraska
April 25, 2003

EXHIBIT A

THE BUCKLE, INC.

2003 EXECUTIVE INCENTIVE PLAN

1. PURPOSES

The purposes of The Buckle, Inc. 2003 Executive Incentive Plan are 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 Gross Profits; 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 Gross Profit and Pre-Bonus Net
Income.

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.

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

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

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

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. 2003
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, but including draws against such bonuses. 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
Pre-Bonus Net Income
Net Income Factor
---------- ------
<0% 1.00
0% to 5% 1.15
5.001% to 9.999% 1.05
10.0% to 10.999% 1.00
11.0% to 15.0% .95
15.001% to 20.0% .82
> 20% .70

R. "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 other 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 42.0%, 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, Gross Profit 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. 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
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.

7. GENERAL

A. The Plan shall become effective as of February 2, 2003, subject to
stockholder approval of the Plan at the 2003 annual meeting of the
Company's stockholders. The Plan is a one-year Plan for fiscal 2003.

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.

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 24, 2003 at the annual meeting of the
shareholders to be held on May 29, 2003, 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 to vote for all
the contrary) 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 31, 2004.

/ / FOR / / AGAINST / / ABSTAIN

3. Proposal to adopt the Company's 2003 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: , 2003
----------------------------

----------------------------------
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, 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.