THE BUCKLE, INC. CORPORATE GOVERNANCE GUIDELINES

The following Corporate Governance Guidelines (the "Guidelines") have been adopted by the Board of Directors (the "Board") of The Buckle, Inc. (the "Company") to assist the Board in the exercise of its duties and responsibilities and to serve the best interests of the Company.

Board Membership Matters
1. Nominating and Corporate Governance Committee
  The Board has adopted the Charter for the Nominating and Corporate Governance Committee, which Committee shall be responsible for nominating members to the Board of Directors.
2. Board Membership Criteria
  Directors should be selected upon the basis of, among other things, independence, integrity, experience, sound judgment in areas relevant to the Company's business, and willingness to commit sufficient time to the Board, all in the context of an assessment of the perceived needs of the Board at that point in time. Each Board member is expected to ensure that other existing and planned future commitments do not materially interfere with his or her service as a Director.
3. Size of the Board
  The Board believes that a size of 5 to 15 Directors is appropriate. Presently, the Board consists of 10 members. This range encourages diversity of experience without diminishing individual accountability or effective discussion. The Board would consider increasing the size under special circumstances, including in order to accommodate the availability of an outstanding candidate for Board membership. The Board will periodically review the size of the Board.
4. Board Composition and Independence
  Independent Directors. A majority of the Board members should qualify as Independent Directors (the "Independent Directors") under the requirements of the New York Stock Exchange (the "NYSE") and any other applicable regulatory authority.
  
  The Board shall review annually the relationships that each Director has with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). Following such annual review, only those Directors who the Board affirmatively determines have no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) will be considered Independent Directors, subject to any additional qualifications under the listing standards of the NYSE or the rules of any other applicable regulatory authority.
  
  Management Directors. The Chairman, the Chief Executive Officer, the Executive Vice President of Sales and the Chief Financial Officer should serve on the Company's Board. While the Board is willing to consider other members of management as Directors, Board membership is not necessary or a prerequisite to any higher management position in the Company.
5. Term Limits; Mandatory Retirement
  The Board does not believe it should at this time establish term limits. While term limits could help ensure that fresh ideas and viewpoints are available to the Board, they hold the disadvantage of losing the contribution of Directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole.
  
  The Board has established that mandatory retirement for outside Directors will take place at the first annual meeting following a director's 71st birthday.
6. Director Duties and Responsibilities
  The business and affairs of the Company shall be managed by or under the direction of the Board. The basic responsibility of a Director is to exercise his or her business judgment and act in what he or she reasonably believes to be in the best interests of the Company. A Director is also expected to spend the time and effort necessary to properly discharge such Director's duties and responsibilities. Accordingly, each Director is expected to rigorously prepare for (including the review of materials received in advance of meetings), attend, and participate in all Board and applicable committee meetings, and keep current with issues and policy decisions facing global businesses. A Director who is unable to attend a meeting is expected to notify the Chairman or the chairman of the appropriate committee in advance of such meeting.
7. Conflicts of Interest
  Non–management Directors are expected to avoid any action, position or interest that conflicts with an interest of the Company, or gives the appearance of conflict. If an actual or potential conflict of interest develops, the Director should immediately report the matter to the Chief Executive Officer and the Chairman of the Board for evaluation.
  
  If a Director has a personal interest in a matter before the Board, the Director shall disclose the interest to the Board, excuse himself or herself from participation in the matter, and shall not vote on the matter.
8. Changes in Job Responsibilities
  A Director who changes employers or whose job responsibilities change meaningfully (including retirement) from those held in either case he or she was last elected to the Board, is required to notify the Board of such change.
  
  It is not the sense of the Board that in each case such a Director should necessarily leave the Board. There should, however, be an opportunity for the Board to review the continued appropriateness of Board membership under the circumstances, and the affected Director shall be expected to act in accordance with the Board's recommendation. This includes submitting his or her resignation, if requested by the Board.
9. Former Chief Executive Officer's Board Membership
  The Board believes a former Chief Executive Officer's board membership is a matter to be decided in each individual instance. Whether the individual continues to serve on the Board is a matter for discussion at that time with the new Chief Executive Officer and the Board.
10. Directors Orientation and Continuing Education
  The Company is committed to an orientation program for new Directors. Each new Director must participate in the Company's orientation program, which should be conducted within two months of the meeting at which the new Director is elected. This orientation program should include presentations by senior management to familiarize new Directors with the Company's: business; strategic plans; significant financial, accounting, and risk management issues; conflict policies; compliance programs; these Guidelines; principal officers; the internal auditing function; and independent public accountants (the “Outside Auditors”). All other Directors will be invited to attend the orientation program.
  
  Each Director is expected to participate in continuing educational programs and/or gain equivalent knowledge and expertise through their continuing business and professional activities and associations to maintain the necessary level of expertise to perform his or her responsibilities as a Director.
11. Board Compensation
  Management (with the assistance of outside experts, if necessary) shall report at least annually to the Compensation Committee on the status of Board compensation in relation to other U.S. companies of comparable size, industry and complexity. Such review will also include a review of both direct and indirect forms of compensation to the Company's Directors.
  
  Changes in Board compensation, if any, should come upon the recommendation of the Compensation Committee, but with full discussion and concurrence by the Board.
  
  Directors on the Audit Committee shall not receive any compensation from the Company other than Director fees (including fees paid for service on Board committees).
  
  Management Directors shall not receive additional compensation for their services as Directors.
Board Structure, Operations and Meetings
1. Selection of Chairman and Chief Executive Officer
  The Company's Bylaws, which the Board can amend as particular circumstances warrant, provide for the designation of both a Chairman and a Chief Executive Officer for the Company. The Board has no fixed policy with respect to their separation or combination, and believes that the separation or combination of these officers is a matter for discussion by the Board.
2. Selection of Agenda Items for Board Members
  The Chairman, working with the Chief Executive Officer and the Chief Financial Officer, will establish the agenda for each Board meeting. The Secretary will distribute a preliminary agenda sufficiently in advance of each meeting to assure that Board members are apprized of the principal matters to be considered. Each Board member may recommend agenda items and is encouraged to raise at any Board meeting subjects that are not on the agenda for that meeting.
3. Distribution of Board Material
  Information and data are important to the Board's understanding of the Company's business and essential to prepare Board members for productive meetings. Board materials relevant to each meeting should, to the extent practicable, be distributed in writing to the Board sufficiently in advance of the meeting to permit prior review by the Directors. Management will make every effort to provide materials that are brief and concise, consistent with providing the desired and essential information.
4. Presentations
  To conserve meeting time and focus deliberations, presentations on specific subjects should be distributed in writing to Board members in advance unless the subject matter is too sensitive. When there is no prior distribution of a presentation on a sensitive subject, (i) each Board member should be advised in advance of the meeting of the subject and the principal issues to be considered and (ii) the Board should be provided ample time to deliberate on any action to be taken.
5. Attendance of Non–Directors at Meetings
  The Board concurs that, at the discretion of the Chairman, and upon invitation, the senior officers of the Company may attend Board meetings or appropriate portions thereof. In addition, the Chairman may, as particular circumstances warrant, invite other members of management to attend Board meetings or appropriate portions thereof.
  
  Furthermore, the Board encourages the continuation of the long-standing practice of management to bring managers into Board meetings from time to time who: (a) can provide additional insight into the items being discussed by the Board which involve the manager; (b) make presentations to the Board on matters which involve the manager, or (c) senior management believe have future potential as leaders.
6. Executive Sessions of the Board
  The Non-management Directors will meet privately in regularly scheduled executive sessions, at each quarterly Board meeting, without the presence of any management. The Directors shall on a rotating basis, preside at such executive sessions.
  
  Any interested parties desiring to communicate with the Chairman of the Audit Committee or Non-management Directors as a group regarding the Company may send mail in care of the Company's Corporate Secretary.
7. Board Access to Management and Independent Advisors
  Board members shall have complete access to management and the Company's outside advisors.
  
  Board members will use judgment to ensure that such access is not distracting to the business operation of the Company and that the Chief Executive Officer is appropriately advised of any such access.
  
  The Board may retain and have access, as necessary and appropriate, to independent advisors of its choice with respect to any issue relating to its activities.
8. Board Interactions with Institutional Investors, the Press, Customers, Etc.
  The Board believes that management speaks for the Company. While individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Company, it is expected that Board members would do this with the knowledge of management and, absent unusual circumstances, only at the request of management. Directors should refer all inquiries from institutional investors, analysts, the press or customers to management in accordance with the Company's disclosure policy.
  
  If comments from the Board are appropriate, they should, in most circumstances, come from the Chief Financial Officer.
9. Assessing the Performance of the Board
  The Board, using such resources or methods as it determines, including surveys of individual Directors as to their observations, shall oversee and report annually an assessment of the Board's performance. The report will be discussed by the full Board at the same time as it makes recommendations of nominees for inclusion in the proxy statement for the next annual meeting. This assessment should be of the Board's contribution as a whole. The Board shall conduct an annual self-evaluation to assess the efficient and effective functioning of it and its committees.
Board Committees
1. Committees
  The Board shall have at least the following standing committees: Nominating and Corporate Governance, Audit and Compensation. The Board has the flexibility to form a new committee or disband a current committee depending on circumstances.
  
  Only Independent Directors shall serve on the Nominating and Corporate Governance, Audit and Compensation Committees; provided, that Directors serving on the Audit Committee shall also meet the additional independence qualifications under Section 10A(m) of the Securities Exchange Act, the listing standards of the NYSE and the rules of any other applicable regulatory authority. In addition, a member of the Audit Committee shall not serve on the Audit Committee for more than two other public companies, unless the Board determines that such simultaneous service would not impair the member's ability to effectively serve on the Audit Committee, which determination will be disclosed in the Company's annual proxy statement.
  
  Each committee shall have the duties and responsibilities set forth in its respective charter.
  
  Each committee shall be led by a committee chair, who shall be elected by the Committee annually.
2. Assignment and Rotation of Committee Members
  The Board, after consultation with the Chairman, designates the members of the committees, taking into account their particular experience and knowledge of the Company and the preferences of individual Board members.
  
  While rotating committee members should be considered periodically, the Board does not believe rotation should be mandated because significant benefits are attributable to continuity, experience gained in service on particular committees, and utilizing most effectively the individual talents of Board members.
3. Frequency and Length of Committee Meetings
  The Chair of each committee, in consultation with its members and the appropriate officers, determines the frequency and length of the meetings of the committee.
4. Committee Agenda and Reports
  The Chair of each committee, taking into account recommendations of committee members and in consultation with the appropriate officers, will establish the agenda for each committee meeting.
  
  Minutes of each committee meeting will be provided to each Board member to assure that the Board remains fully apprised of topics discussed and actions taken. The Chair of each committee will also regularly report at Board meetings on committee matters.
Planning
As may be requested by a member of the Board of Directors, the Board shall consider policies and principles relating to management selection and performance reviews, as well as policies regarding succession in the event of an emergency or retirement of a key member of executive management.
Company Principles
1. Code of Business Conduct and Ethics
  The Board shall develop, and the Board shall adopt, a Code of Business Conduct and Ethics, which will be available on the Company's website: www.buckle.com. Any waiver of the Code by the Directors or officers shall promptly be disclosed on the Company's website.
2. Corporate Governance Guidelines
  These Corporate Governance Guidelines have been approved by the Board of Directors. These Guidelines shall be posted on the Company's website: www.buckle.com. The Board of Directors shall implement, review, amend, and modify these Guidelines as desired, but at all times as necessary to comply with applicable regulatory requirements.

The Buckle, Inc. Code of Ethics

Introduction
The Buckle is committed to conducting business in a manner that is ethical and promotes the best interest of its guests, teammates, and shareholders. This Code of Ethics was prepared to reaffirm the policies and business practices that apply throughout the Company. All teammates have an obligation to exhibit a high degree of personal and professional integrity and exercise sound and independent business judgment at all times. While the Code is intended to provide an understanding of our business conduct standards, it cannot address every situation. Accordingly, teammates are to abide by this Code of Ethics and use proper ethical judgment in any situation. Additional information on some of the topics included in this Code may be found in the Teammate Handbook and in the brochure entitled, "Understanding and Dealing with Harassment and Discrimination".

Internal Complaint Procedures
Your obligation to report possible violations of law or this Code of Ethics Guideline is one of the most important responsibilities you have as a Buckle teammate. We offer several options for openly and honestly communicating possible violations of these guidelines or applicable laws.

We encourage you to discuss questions, problems and job-related complaints with your supervisor. Your concerns will be given careful consideration. An important part of every supervisor's responsibility is to listen and help if you have work-related problems or complaints. They are concerned about you as an individual, and we encourage you to talk openly with them so problems and complaints can be resolved.

To foster sound employee-employer relations through communication and reconciliation of work-related problems, the Buckle provides teammates with an established procedure for expressing employment-related concerns.

In situations where a teammate feels a complaint is in order, the following steps should be taken:

If a teammate believes that he/she has a legitimate work-related complaint, the teammate is encouraged to first attempt to resolve the issue(s) through discussions with his/her immediate supervisor. In cases of harassment, if the supervisor is directly involved in the situation, the teammate may contact the area and/or district leader at their respective stores or offices, or the Executive Vice President of Sales or Director of Loss Prevention and Human Resource at the Kearney Support Center.
If the situation is not resolved within five working days from the time the complaint is discussed with the teammate's immediate supervisor, barring extenuating circumstances, it should be brought to the attention of the next level supervisor or the Loss Prevention Hotline at 800-446-2535 with written documentation. Every effort will be made to resolve the complaint within a reasonable period of time, while preserving the confidentiality and privacy of those involved to the extent possible.
Anyone who has a concern about a work related issue that wishes to remain anonymous may voice that concern through the Internal Audit Hotline. This system may be accessed through the Internet at www.MySafeWorkplace.com or by calling 1-800-461-9330. Communication on this system is through a third party who can receive calls confidentially and anonymously. This system enables teammates to report workplace concerns while protecting their identity if desired the incident reports will then be routed to the Internal Auditor and Director of Loss Prevention/Human Resources for further investigation of the issue.

The Buckle prohibits any teammate from taking retaliation action against anyone for making a good faith report of a possible violation or assisting in an investigation of a possible violation. If you suspect that you have been retaliated against for reporting a possible violation, please contact the Internal Audit Hotline immediately.

Compliance with Laws
Teammates of the Buckle shall conduct their business affairs in accordance with applicable laws of the United States of America and other governmental jurisdictions in which we do business. Any instance of non-compliance with applicable laws may be subject to corrective action up to and including termination of employment, recovery of damages, and filing of criminal charges.

Equal Employment Opportunity
The Buckle is committed to hiring and developing the most qualified teammates from the available work force in the communities we serve.

Equal employment opportunity has been, and will continue to be, a fundamental principle at the Buckle, where employment is based upon personal capabilities and qualifications without discrimination because of race, color, religion, sex, age, national origin, disability, or any other protected characteristic as established by law.

This policy of Equal Employment Opportunity applies to all policies and procedures relating to recruitment and hiring, compensation, benefits, termination and all other terms and conditions of employment.

The Vice Presidents of Sales and Director of Loss Prevention have overall responsibility for this policy. Teammates with questions concerning equal employment opportunity are directed to those members of management through the Kearney Support Center by telephone at 800-626-1255, via fax at 308-236-4493 or via U.S. mail at P.O. Box 1480, Kearney, NE, 68848.

Appropriate disciplinary action may be taken against any teammate willfully violating this policy.

Harassment
All Buckle teammates have a right to work in an environment free from all forms of discrimination and conduct which can be considered harassing, coercive, or disruptive. Consistent with the Buckle's respect for the rights and dignity of each teammate, harassment by any individual teammate, supervisor, or person doing business with the Buckle, based on race, color, religion, sex, national origin, age, disability or any other characteristic protected by law, will not be sanctioned nor tolerated. All teammates should, therefore, be aware of the following:

Sexual harassment is the deliberate behavior of a sexual nature by one to another that is unwelcome, unsolicited, or rebuked by the other person. The behavior can be verbal, nonverbal or physical in nature. Examples of sexual harassment would include, but are not limited to the following:
1. Sexual comments of a provocative or suggestive nature;
2. Jokes or innuendoes of a sexual nature;
3. Suggestive or demeaning looks or leering;
4. Creating an intimidating, hostile or offensive working environment for members of either sex;
5. Making acceptance of unwelcome sexual conduct or advances or requests for sexual favors of any nature a condition of employment or continued employment;
6. Physical contact such as patting, pinching, hugging or brushing up against another body;
7. The posting, display or circulation of materials or photographs of a sexual nature or showing nudity or partial nudity in a workplace area.
8. Sexual harassment does not refer to occasional compliments of a socially acceptable nature unless the teammate who is the object of the compliments advises that such compliments are unwelcome and requests that they stop.
Harassment on the basis of any other protected characteristic is also strictly prohibited. Under this policy, harassment is verbal or physical conduct that denigrates or shows hostility or aversion toward an individual because of his/her race, color, religion, sex, national origin, age, disability, any other characteristic protected by law or that of his/her relatives, friends or associates, and that:
1. Has the purpose or effect of creating an intimidating, hostile, or offensive work environment;
2. Has the purpose or effect of unreasonably interfering with an individual's work performance;
3. Otherwise adversely affects an individual's employment.
No supervisor or manager shall threaten or insinuate, either explicitly or implicitly that a teammate's refusal to submit to sexual advances (heterosexual or otherwise) will adversely affect the teammate's employment, evaluation, wages, advancement, assigned duties, shift, or any other condition of employment or career development.
Any individual found to have engaged in sexual or any other form of harassment will be disciplined as appropriate, up to and including discharge.
Any teammate who believes that he or she has been the subject of sexual or any other form of harassment by anyone at the Buckle or any person who does business with the Buckle, should, and is encouraged to bring the matter to the attention of his/her supervisor, his/her area, district or regional leader at their respective stores or offices, or the Vice Presidents of Sales or Director of Loss Prevention through contact at the Kearney Support Center. You will be requested to state your complaint of harassment in written form and provide as much detail as possible concerning your claims, to include, as you can recall them, the dates of each occurrence, witnesses to any occurrence and the nature of the harassment. All efforts will be made to keep your complaint as confidential as possible. A complete and thorough investigation of the complaint, however, will on many occasions require contact with other Buckle Teammates.
A prompt and thorough investigation of the alleged incident will be conducted to the extent possible, and appropriate corrective action will be taken if warranted. To the extent consistent with adequate investigation and appropriate corrective action, any complaints of harassment will be treated as confidential.
The Buckle will not in any way retaliate against a teammate, potential teammate, or former teammate who, in good faith, makes a complaint or report of harassment, or participates in the investigation of such a complaint or report. Retaliation against any individual for in good faith reporting a claim of harassment or cooperation in the investigation of the same will not be tolerated and will itself be subject to appropriate discipline.

Business Records and Accounting Practices
All business records should be clear, truthful, and accurate. The Buckle strives to maintain sound processes and controls that enable management to provide complete, accurate, timely and understandable reporting of financial and other information and make informed business decisions. The Buckle's system of internal controls is designed to provide teammates with specific guidance to ensure that management receives complete and honest data regarding the company's business and operations.

As a public company, the Buckle is required to file periodic reports with the Securities and Exchange Commission. Teammates must act to ensure company information is full, fair, accurate, timely, and understandable for disclosure and reporting purposes. All transactions are recorded in accordance with Generally Accepted Accounting Principles applied on a consistent basis. In addition, anyone who becomes aware of any material misstatement or omission in the Company's filings, or other outside communications, should contact the Internet Audit Hotline at www.MySafeWorkplace.com or by calling 1-800-461-9330.

Confidential Information
As a teammate of the Buckle you may have access to confidential information about the company. We expect you to keep information concerning the operation of the Buckle confidential and avoid discussing it with anyone outside the company. Request for information concerning the company or its teammates, either by phone or in person, must be referred to your supervisor.

Teammates should follow the general principle that the Buckle considers confidential information, any information that is neither officially nor publicly disclosed or is common knowledge and which might be desired and used by others. Some examples of confidential information include personal employee information (personal health information, salary, performance history), business plans and strategies, same store sales (prior to public disclosure), capital investments, detail on spending, financial information that has not been released to the public, vendor lists, and other types of confidential information that teammates come in contact with through the course of their daily work, unless such information has been publicly disclosed.

Confidential information should be used only as necessary to do your job, and never for personal benefit. You are responsible for the safekeeping of any confidential information, whether verbal, written or electronic, and for limiting access to only those who have a need to know the information in order to do their jobs.

After a teammate terminates employment with the Buckle, he or she must return all confidential information and materials (manuals, documents, software, etc). The obligation to preserve confidential information continues even after employment ends.

Inside Information and Securities Trading
Confidential information may not be used for personal benefit. It is prohibited to trade securities or to tip others to trade securities of The Buckle, Inc.'s or other companies on the basis of material information before it is made publicly available to ordinary investors through appropriate media. Such information includes news about acquisitions, investments, new business relationships, financial results, important management changes, and other information that has the potential to affect stock prices.

If doubt exists as to whether the information is material or has been released to the public, don't trade until you have consulted with management. In order to avoid the appearance that any Buckle teammate is trading on inside information, no teammate may engage in "short sales", or trade in puts, calls or other options on Buckle's stock. Teammates may of course purchase Buckle's securities and exercise options granted to them, as long as they are not basing decisions on inside information.

Protection of Company Assets
Buckle assets are maintained and provided for the conduct of Buckle business. Unless otherwise approved, personal use of Buckle assets is not allowed. Buckle assets may not be used for any unlawful purpose or to access, receive or transmit any offensive or inappropriate materials.

Each teammate is responsible for preventing the loss, damage, unauthorized access or disclosure, misuse, waste, or theft of any Buckle asset. Any teammate caught stealing, damaging or defacing company property will be terminated and prosecuted if appropriate. If you witness or have knowledge of a criminal act, please report it to your supervisor immediately. If you wish to remain anonymous, you may report any criminal acts through the Loss Prevention hotline number, 800-446-2535.

Conflicts of Interest
The Buckle respects your right to engage in activities outside of your employment which are of a private nature. We expect you to avoid a situation that could be a possible conflict of interest or adversely affect your ability to meet the requirements of your job. Conflicts of interest include relationships with suppliers, contractors, guests, competitors or regulators that may compete for your loyalty to the Buckle or that affect your independent judgment on behalf of the Buckle. Never place yourself or the Buckle in a position of obligation involving personal gain from persons seeking favors from you as a teammate of the Buckle. You should perform your job duties based primarily upon what is in the best interest of the Buckle and in compliance with any applicable laws rather than upon personal benefit.

Outside employment may create a conflict of interest and/or may interfere with the employee's duties to the Buckle. All employees should be highly sensitive to the potential for conflict and/or interference if they accept outside employment. The Buckle has a concern about teammates, both full-time and part-time, who are working for other employers due to the fact that scheduling problems and misinterpretations by our guests can occur. However, exceptions may be allowed, provided the teammate obtains approval from the teammate's direct supervisor. If approved, the situation will be closely monitored on an ongoing basis.

Standards of Conduct
Your cooperation in observing reasonable and proper standards of conduct is expected and will be appreciated. The Buckle has specific policies that are for the protection of both you and other teammates. We ask that your conduct on the job be governed by your good judgment, consideration of others and respect for the safety and efficiency of the company.

In general, any act by a teammate that may harm another teammate, the company, or interfere with the rights of a teammate, guest or the company, may be cause for disciplinary action or dismissal.

Violations of the following are considered to be of a serious nature and may result in immediate discharge.

Misrepresenting or omitting facts on any company document, record or report, including facts written on a job application or stated during an interview.
Falsifying time records or recording time for another teammate or allowing another teammate to record your time without management authorization.
Misuse of discount privilege.
Wearing merchandise that is not paid for.
Aiding or assisting any person in gaining unauthorized entrance to or exit from company premises.
Negligence which results in the loss of company property.
Destroying, defacing or damaging property of the company or others while on company premises or parking lots corresponding to company premises.
Making false statements or reports concerning the Buckle or its teammates
Fighting or willfully causing bodily injury or harm on company premises.
Revealing confidential company information to anyone inside or outside the business.
Bringing in or being in possession of any weapon on company premises.
Possessing, selling, or using alcohol or illegal drugs at work or reporting to work under the influence of alcohol or drugs.
Assisting in any way the procurement of alcohol or illegal drugs for a minor.
Possessing, using or selling illegal drugs or drug paraphernalia outside of work.
Illegal activities while at work or in conducting company business.
Criminal, immoral, or indecent conduct on company premises.
Any inappropriate comments or conduct which may be deemed or interpreted as harassment.
Refusal to perform a job assignment that is not illegal, immoral, unethical, or hazardous, including cooperation in a security investigation.
Lack of support, negative comments, disrespectful treatment, or use of abusive language (profanity, obscenity) toward a supervisor, manager, teammate or guest.
Theft of goods or money belonging to the company or other teammates, or any other type of dishonesty, including any dishonesty or fraud involving other retail stores or that which is related to retail.
Giving away merchandise, known in the retail environment as "sweetheart deals" or "hook-ups".
Giving inappropriate discounts or more than the correct number of punches on our frequent shopper program currently known as the Primo card.
Convictions of criminal charges which directly or indirectly affect this employment relationship.
Any conduct which in the opinion of company management could damage the company's reputation and thus affect the business.

This list is not intended to be all-inclusive. There are other situations which, based upon the circumstances, could result in immediate discharge. Management of the Buckle will decide upon the severity of a teammate's action. Discharge will occur where it is deemed appropriate.

Acceptance of Gratuities, Tips
With the excellent customer service we believe you will provide our guests, you might be offered gratuities or tips in appreciation of your hard work. If this should happen, please thank the guest very kindly for their offer. Then explain that it is our policy to always provide superior service to our guest and therefore it would not be appropriate to accept gratuities or tips for your service. Suggest that to show their appreciation they could simply just return to our store and allow our team to help them again. Please report any offer of a tip to your store manager.

If the guest persists in the offer, or you need further assistance in handling a situation like this, please ask your store manager or supervisor for advice.

Acceptance of Gifts, Kickbacks from Vendors
Occasionally vendors may offer gifts or kickbacks to you for buying their products. Gifts include anything of value. Examples may include merchandise, services, tickets to theaters, concerts, and sporting events, trips, vehicle use, lodging, meals and entertainment. Acceptance of gifts that would cost more than $100 at retail is prohibited unless you have approval from your direct supervisor. Perishable items such as food, baskets, or flowers can be accepted that will be shared with teammates throughout your department or location. Acceptance of entertainment such as business lunches/dinners is acceptable if kept within reasonable limits of normal business practice. If the vendor persists in the offers greater than $100 that are not perishable or cannot be shared throughout the department, please contact your supervisor for assistance in handling the situation.

Drug and Alcohol Free Workplace
The Buckle is committed to achieving and maintaining a drug and alcohol free workplace. The use of illegal drugs, including illegal inhalants, on or off the job, by Buckle teammates will not be tolerated and teammates in violation of this policy are subject to appropriate disciplinary action, up to and including dismissal.

Selling, purchasing, using, possessing, or being under the influence of any illegal drug, alcohol, or controlled substance on Buckle premises is strictly prohibited and will result in termination.

The Buckle will not tolerate a teammate who comes to work (including team meetings) under the influence of alcohol, illegal drugs or inhalants or uses these substances while at work, especially when this use is evident to the public, as it is damaging to the image and reputation of this company.

The Buckle reserves the right to require a teammate to undergo a medical evaluation under appropriate circumstances.

Safety
The Buckle is committed to providing a safe and healthy work place for its teammates and guests to the stores. The Buckle is also committed to complying with all applicable environmental laws and regulations.

Take time to do your job in a safe manner. In the event you are hurt at work, notify your supervisor immediately. If you notice any hazardous or potentially dangerous conditions that could cause injury, inform your supervisor immediately. Strict adherence to safety standards is required; violations can result in a teammate's termination.

Acknowledgement of Receipt and Compliance
I have read The Buckle, Inc.'s Code of Ethics.

To the best of my knowledge and belief, I am in compliance with the policies and guidelines set forth in these standards. Also, in order to obtain the Company's advice about compliance with these policies and guidelines, I have presented to the Company any investment or relationship which may be deemed a conflict of interest with my duties and responsibilities.

I understand that strict adherence to these policies and guidelines is required and that violation is grounds for disciplinary action, including termination.

I further understand that these policies and guidelines in no way affect the applicability of other Buckle's policies appearing in manuals, bulletins, handbooks, application for employment forms, etc.

______________________________
Teammate Name (please print)

______________________________
Teammate Signature

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Date

THE BUCKLE, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

PURPOSE
The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing: (i) the integrity of the financial reports and other financial information provided by the Corporation to any governmental body or the public; (ii) the Corporation's compliance with legal and regulatory requirements; (iii) the independent auditor's qualifications and independence; and (iv) the performance of the Corporation's internal audit function and independent auditors. The audit committee will also prepare the report that SEC rules require be included in the company's annual proxy statement.

AUTHORITY
The Audit Committee should encourage continuous improvement of, and should foster adherence to, the corporation's policies, procedures and practices at all levels. The Audit Committee's primary duties and responsibilities are to:

Appoint, compensate, and oversee the work of the public accounting firm employed by the organization to conduct the annual audit. This firm will report directly to the audit committee.
Resolve any disagreements between management and the auditor regarding financial reporting.
Pre-approve all auditing and permitted non-audit services performed by the company's external audit firm.
Retain independent counsel, accountants, or others to advise the committee or assist in the conduct of an investigation.
Seek any information it requires from employees-all of whom are directed to cooperate with the committee's requests-or external parties.
Meet with company officers, external auditors, or outside counsel, as necessary.
The committee may delegate authority to subcommittees, including the authority to pre-approve all auditing and permitted non-audit services, providing that such decisions are presented to the full committee at its next scheduled meeting.

COMPOSITION
The Audit Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent directors, and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. All members of the Committee shall have a working familiarity with basic finance and accounting practices, and at least one member of the Committee shall have accounting or related financial management expertise. Committee members may enhance their familiarity with finance and accounting by participating in educational programs conducted by the Corporation or an outside consultant.

The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board and shall serve until their successors shall be duly elected and qualified. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

MEETINGS
The Committee shall meet at least four times annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee should meet at least annually with management, the Chief Financial Officer, internal auditors, and the independent accountants in separate executive sessions to discuss any matters that the Committee or each of these groups believe should be discussed privately. In addition, the Committee or at least its Chair should meet with the independent accountants and the Chief Financial Officer quarterly to review the Corporations financials. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes will be prepared.

RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:

Financial Statements

Review significant accounting and reporting issues and understand their impact on the financial statements. These issues include:
1. Complex or unusual transactions and highly judgmental areas.
2. Major issues regarding accounting principles and financial statement presentations, including any significant changes in the company's selection or application of accounting principles.
3. The effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the company.
Review analysis prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements.
Review with management and the external auditors the results of the audit, including any difficulties encountered. This review will include any restrictions on the scope of the independent auditor's activities or on access to requested information, and any significant disagreements with management.
Discuss the annual audited financial statements and quarterly financial statements with management and the external auditors, including the company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations". The Chair of the Committee may represent the entire Committee for purposes of this review.
Review disclosures made by CEO and CFO during the Forms 10-K and 10-Q certification process about significant deficiencies in the design or operation of internal controls or any fraud that involves management or other employees who have a significant role in the company's internal controls.
Discuss earnings press releases (particularly use of "pro forma," or "adjusted" non-GAAP, information), as well as financial information and earnings guidance provided to analysts and rating agencies. This review may be general (i.e., the types of information to be disclosed and the type of presentations to be made). The audit committee does not need to discuss each release in advance.

Internal Control

Consider the effectiveness of the company's internal control system, including information technology security and control.
Understand the scope of internal and external auditors' review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management's responses.

Internal Audit

Review with management and the chief audit executive the charter, plans, activities, staffing, and organizational structure of the internal audit function.
Ensure there are no unjustified restrictions or limitations, and review and concur in the appointment, replacement, or dismissal of the chief audit executive.
Review the effectiveness of the internal audit function, including compliance with The Institute of Internal Auditors' Standards for the Professional Practice of Internal Auditing.
On a regular basis, meet separately with the chief audit executive to discuss any matters that the committee or internal audit believes should be discussed privately.

External Audit

Select and retain the independent accountants, considering independence and effectiveness and approve the fees and other compensation to be paid to the independent accountants.
Review the external auditors' proposed audit scope and approach, including coordination of audit effort with internal audit.
Review the performance of the external auditors, and exercise final approval on the appointment or discharge of the auditors. In performing this review, the committee will:
1. At least annually, obtain and review a report by the independent auditor describing: the firm's internal quality-control procedures; any material issues raised by the most recent internal quality -control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (to assess the auditor's independence) all relationships between the independent auditor and the company.
2. Take into account the opinions of management and internal audit.
3. Review and evaluate the lead partner of the independent auditor.
4. Present its conclusions with respect to the external auditor to the Board.
Ensure the rotation of the lead audit partner every five years and other audit partners every seven years, and consider whether there should be regular rotation of the audit firm itself.
Set clear hiring policies for employees or former employees of the independent auditors.
Periodically consult with the independent accountants out of the presence of management about internal controls and the fullness and accuracy of the organization's financial statements.

Compliance

Review management's monitoring of the Corporation's compliance programs, and ensure that management has the proper review system in place to ensure that the Corporation's financial statements, reports and other financial information disseminated to governmental organizations, and the public, satisfy legal requirements.
Establish procedures for: (i) The receipt, retention, and treatment of complaints received by the listed issuer regarding accounting, internal accounting controls, or auditing matters; and (ii) The confidential, anonymous submission by employees of the listed issuer of concerns regarding questionable accounting or auditing matters.
Review the findings of any examinations by regulatory agencies, and any auditor observations.
Review the process for communicating the code of conduct to company personnel, and for monitoring compliance therewith.
Review, with management and the Corporation's General Counsel, any legal or compliance matters that could have a significant impact on the organization's financial statements.

Reporting Responsibilities

Regularly report to the board of directors about committee activities and issues that arise with respect to the quality or integrity of the company's financial statements, the company's compliance with legal or regulatory requirements, the performance and independence of the company's independent auditors, and the performance of the internal audit function.
Provide an open avenue of communication between internal audit, the external auditors, and the board of directors.
Report annually to the shareholders, describing the committee's composition, responsibilities and how they were discharged, and any other information required by rule, including approval of non-audit services.
Review any other reports the company issues that relate to committee responsibilities.

Additional Responsibilities

Discuss with management the company's major policies with respect to risk assessment and risk management.
Perform other activities related to this charter as requested by the board of directors.
Institute and oversee special investigations as needed.
Review and assess the adequacy of the committee charter annually, requesting board approval for proposed changes, and ensure appropriate disclosure as may be required by law or regulation.
Confirm annually that all responsibilities outlined in this charter have been carried out.
Evaluate the committee's and individual members' performance at least annually.

The Buckle, Inc. Nominating and Corporate Governance Committee Charter

This Nominating and Corporate Governance Committee Charter was adopted by the Board of Directors (the "Board") of The Buckle, Inc. (the "Company") on December 12, 2005.

Purpose
The purpose of the Nominating and Corporate Governance Committee is:

to identify qualified individuals for membership on the Company's Board of Directors;
to recommend to the Board the nominees for election to the Board at the next annual meeting of Stockholders; and
to act on behalf of and with the concurrence of the Board with respect to the Board's governance responsibilities.

Membership of the Committee
The Nominating and Corporate Governance Committee:

shall consist of not less than three members of the Board of Directors, the exact number to be established by the Board of Directors from time to time;
shall consist solely of individuals who meet the independence standards set forth in Securities and Exchange Commission rules, and in the listing standards of the New York Stock Exchange; and
shall be appointed, and may be removed, by the Board of Directors.

Duties of the Committee
The Committee shall:

establish general criteria for identifying and selecting individuals who may be nominated for election to the Board of Directors, which criteria shall reflect, at a minimum, all applicable laws, rules, regulations and listing standards applicable to the Company, and include, without limitation, a potential candidate's experience, areas of expertise, and other factors relative to the overall composition of the Board of Directors;
annually review the size, composition, and needs of the Board of Directors, and make recommendations to the Board;
recommend to the Board of Directors the Director nominees for election at the next annual meeting of Stockholders;
consider and recommend candidates for appointment to the Board, to the extent vacancies arise between annual meetings of Stockholders;
consider Director candidates submitted by Stockholders, in accordance with guidelines developed by the Nominating Committee;
annually review the Committee Charter, and recommend to the Board any changes it deems necessary or desirable;
in consultation with the Chairman of the Board, periodically review and recommend to the Board suitable revisions to the Board's guidelines on corporate governance, which are updated periodically; and
annually evaluate the performance of the Company's Chief Executive Officer, annually oversee evaluation of the performance of the Board and the Company's management and provide a report with respect to this performance to the members of the Board, together with recommended performance enhancements.

Meetings of the Committee
The Committee shall meet as often as necessary to carry out its responsibilities, but not less than once each year. At the discretion of the chairperson of the Committee (but at least once each year), the members of the Committee shall meet in executive session, without any members of management present.

Additional Authority of the Committee
The Committee shall have the authority to do the following, in its discretion, to the extent it deems appropriate in carrying out its duties under this Charter:

delegate any of its responsibilities to a subcommittee or subcommittees; and
retain outside counsel and other advisors.

Minutes
The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

Reports
The Committee will report to the Board on a periodic basis and make such recommendations with respect to any of the above matters as the Committee deems necessary or appropriate. Compensation
Members of the Committee shall receive such fees, if any, for their service as Committee members as may be determined by the Board in its sole discretion. Fees may be paid in such form of consideration as is determined by the Board.

The Buckle, Inc. Compensation Committee Charter

Purpose
The purpose of the Compensation Committee of the Board of Directors of The Buckle, Inc. (the "Company") is to: (i) assist the Board of Directors in discharging its responsibilities relating to oversight of the compensation of the Company's Chief Executive Officer, other executive officers and Directors; (ii) administer the Company's incentive compensation and other equity-based plans (the "Plans") and make grants under them; and (iii) oversee the Company's compensation policies, plans, and benefits programs generally. In addition, the Compensation Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors from time to time as prescribed.

Composition
The Compensation Committee shall consist of not less than two (2) independent members of the Company's Board of Directors. The members of the Compensation Committee are appointed by the Board of Directors and serve at the discretion of the Board of Directors. The Compensation Committee shall designate one member to serve as the chairperson.

Members of the Compensation Committee must meet the following criteria:

Each member will be an "independent" Director, as defined by: (i) the rules of the New York Stock Exchange; and (ii) the rules of the Securities and Exchange Commission ("SEC").
Each member will be an "outside" Director as such term is defined with respect to Section 162(m) of the Internal Revenue Code of 1986, as amended.
Each member will be a "non-employee" Director as defined under Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Determinations as to whether a particular Director satisfies the requirements for membership on the Compensation Committee shall be made by the Board of Directors.

Responsibilities
The responsibilities of the Compensation Committee shall include:

Reviewing and approving corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluating the Chief Executive Officer's performance in light of those goals and objectives, and reviewing and approving the level of compensation, including base salary, bonus, equity compensation, and any other benefits to be provided to the Chief Executive Officer based on this evaluation. In determining the long-term incentive component of the Chief Executive Officer's compensation, the Compensation Committee shall consider such factors as the Company's performance and relative stockholder return, the value of similar incentive awards given to Chief Executive Officers of comparable companies, and the awards given to the Company's Chief Executive Officer in past years.
Reviewing and approving compensation for executive officers other than the Chief Executive Officer.
Reviewing, making recommendations to the Board of Directors, and approving, as appropriate, general compensation goals and guidelines for the Company's employees.
Reviewing, making recommendations to the Board of Directors, and approving, as appropriate, the compensation policy for the non-employee Directors of the Company.
Approving and authorizing amendments to the Plans and the Company's other benefit programs to the extent such amendment authority has been delegated to the Compensation Committee by the Board of Directors.
Administering, within the authority delegated by the Board of Directors, the Company's Plans. In its administration of the Plans, the Compensation Committee may: (i) grant stock options or shares of restricted stock to individuals eligible for such grants (including, to the extent relevant, grants to individuals subject to Section 16 of the Exchange Act in compliance with Rule 16b-3 promulgated thereunder); (ii) amend such stock options or restricted stock grants; and (iii) take all other actions permitted under the Plans. The Compensation Committee may delegate to two or more Directors of the Company the authority to make grants and awards to any non-executive officer of the Company under such of the Plans as the Compensation Committee deems appropriate in accordance with the terms of such Plans. The Compensation Committee also shall review and make recommendations to the Board of Directors with respect to changes in the number of shares reserved for issuance under those Plans.
Preparing a Compensation Committee report on executive compensation as required by the SEC to be included in the Company's annual proxy statement or annual report on Form 10-K filed with the SEC.
As appropriate, obtaining advice and assistance from independent counsel or other advisors, including, without limitation, any compensation consultant to be used by the Company or the Compensation Committee in the evaluation of Chief Executive Officer, executive officer, other officer, employee or Director compensation.
Conducting an annual evaluation of the Compensation Committee's own performance.

Meetings
The Compensation Committee shall meet as often as it determines, but not less frequently than quarterly. The members of the Compensation Committee may invite the Chief Executive Officer or any other person to attend the meetings as appropriate and consistent with this Charter; provided, however, that the Chief Executive Officer may not be present during the voting or deliberating regarding the Chief Executive Officer's compensation.

Minutes
The Compensation Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.

Reports
The Compensation Committee will report to the Board of Directors on a periodic basis and make such recommendations with respect to any of the above matters as the Compensation Committee deems necessary or appropriate.

Compensation
Members of the Compensation Committee shall receive such fees, if any, for their service as committee members as may be determined by the Board of Directors in its sole discretion. Fees may be paid in such form of consideration as is determined by the Board of Directors.

Delegation Of Authority
The Compensation Committee may delegate authority to subcommittees when appropriate.