Corporate Profile

The Buckle, Inc. (NYSE: BKE) is a leading retailer of medium to better–priced casual apparel, footwear and accessories for fashion–conscious young men and women. The Company currently operates over 400 stores in 41 states, under the names Buckle and The Buckle.

Buckle markets a wide selection of brand names and private label casual apparel, including denims, other casual bottoms, tops, sportswear, outerwear, accessories and footwear. The Company emphasizes personalized attention to its guests (customers) and provides individual customer services such as free alterations, layaways, and a frequent shopper program.

To experience us in person please stop by a Buckle store near you.

Our History

Buckle began as a men's clothing store in 1948 in Kearney, Nebraska. The first store was founded by David Hirschfeld and operated under the name "Mills Clothing". His son Dan took over the operations in 1965 and has been a leader in the company since. In 1967 a second store was purchased and operated under the name "Brass Buckle". At that point the company began selling more casual men's clothing and by the early 1970's Brass Buckle had developed into a denim based store. In 1977 the company introduced women's apparel and has since evolved into the store you shop today. Brass Buckle changed its' name in 1991 to The Buckle and in 1992 the company went public on the NASDAQ and traded as BKLE. In 1997 The Buckle moved to the New York Stock Exchange where it now trades under the symbol BKE.

Throughout the years many changes have occurred in fashion, retail, and within the company but one constant has driven Buckle's success....the mission "to create the most enjoyable shopping experience possible for our guests".

This mission is carried out by the teammates on the floor and in the home office. Our teammates in the store are able to carry out this mission personally as they develop relationships with our guests and provide them with educated service. The merchandisers aim to provide the stores with the best selection of fashionable merchandise. Our distribution center works to deliver the product in a very timely manner and the store operations team works to keep the stores updated. Along with these departments, teams such as Advertising, Computers and Finance & Accounting also contribute to the success of Buckle.

The Store Operations team recently completed the development of a new store design. This new design is just another way Buckle is reinforcing our uniqueness and continuing to create the most enjoyable shopping experience possible.

The Buckle team is led by an outstanding group of leaders, who have a long history with the company. Dan Hirschfeld has been with the company since 1965 and leads the company as Chairman of the Board. Dennis Nelson is the President and Chief Executive Officer and has been with the company for over 30 years. He began as a part-time salesman while he was a college student and continued full time after graduation. He has helped lead the company to over 300 stores and is actively involved in all phases of the company's operations. Kari Smith, Vice-President of Sales, has been with the company for 25 years. Her attitude, inspiration, and passion for people provide great motivation for the Buckle team. Buckle would not be the team or the company that it is today without the dedication, commitment and passion of the above leaders along with many other leaders and teammates within the company.

Code of Conduct

The Buckle, Inc.
2407 W. 24th St. Kearney, NE 68845
P.O. Box 1480 Kearney, NE 68848–1480
phone: 308–236–8491
fax: 308–236–4493
web: www.buckle.com

To Our Suppliers
The Buckle, Inc. ("Buckle") is committed to maintaining the quality of our relationships with our guests, teammates and suppliers, which includes our agents, manufacturers and vendors' contractors and subcontractors. As our supplier, we expect you to share this policy with your subcontractors and require them to adhere to it as well. We continually strive to achieve the goal of providing the most enjoyable shopping experience possible for our guests. In order to achieve that goal, we must provide high quality products at the best value to our guests in the most equitable manner.

Buckle maintains a high standard of business ethics and regard for human rights. We require sound business and human rights ethics from our suppliers as well. We have established these guidelines in order to assist us in our effort to identify potential suppliers who share our commitment not only to quality products, but to quality business and human rights relationships as well.

Buckle is considering placing, or has placed one or more orders with your company. We would like to call your attention to Buckle's Code of Conduct and Standards of Engagement with regard to legal compliance and ethical business practices. The obligations contained in this Code of Conduct and Standards of Engagement will supersede any prior agreements between you (hereinafter "Supplier") and Buckle.

Code of Conduct and Standards of Engagement

Legal Requirements
Suppliers must observe all applicable laws and regulations of the United States and those of their home country/countries, including laws related to employment, discrimination, the environment, child labor, prison labor, safety, shipping, customs, and apparel manufacturing and marketing. Suppliers must also comply with applicable United States laws relating to the import of products, including country of origin labeling, product labeling and fabric and product testing.

Suppliers must comply with all trademark, copyright, and patent laws and regulations, ensuring that no merchandise sold to Buckle infringes upon the patents, trademarks, trade names, and/or copyrights of a third party.

Suppliers must not engage in any unfair trade practices. Suppliers must comply with all environmental rules and regulations related to product composition.

Suppliers must cooperate with local, national, and foreign customs and other agencies to guard against terrorism and illegal activity.

Suppliers must deliver work products that are free of defects, adhere to applicable standards, are of a professional quality, and work as expected and agreed upon. Buckle reserves the right to return merchandise that does not meet the above standards.

Suppliers of jewelry products, including decorated hair accessories, must ensure that all jewelry products comply with the standards set forth in "Appendix A Jewelry Standards."

Health and Safety
Suppliers must provide safe and healthy work environments for their workers, including adequate facilities and protections from exposure to hazardous conditions or materials.

Employment Practices
We expect our Suppliers to:

Pay wages and benefits and provide compensation for overtime consistent with local laws;
Adopt working hours that do not exceed prevailing local laws;
Not use child labor (as defined by local laws), indentured labor, forced labor or prison labor;
Not use corporal punishment or other mental or physical disciplinary actions;
Not engage in sexual harassment; and
Be committed to equal opportunity in employment. Buckle seeks Suppliers who do not discriminate based upon race, religion, national origin, political affiliation, sex or any other characteristic protected by law, and who encourage free association and freedom of expression.

Environmental Practices
Suppliers must demonstrate a regard for the environment, as well as compliance with local laws. Buckle seeks Suppliers who practice environmental protection.

Indemnification
Supplier shall save harmless, indemnify, and at Buckle's option, defend Buckle, its agents, representatives, and employees, if any, from and against any and all liability, claims, demands, damages, losses, expenses, fees (including attorney's fees reasonably incurred by Buckle), costs, fines, penalties, judgments, suits, proceedings, actions, and causes of action of any and every kind and nature arising or growing out of or in any way connected with the Code of Conduct and Standards of Engagement or otherwise arising out of the Supplier's relationship with Buckle.

Documentation and Inspection
Buckle reserves the right to monitor compliance with our Code of Conduct and Standards of Engagement through whatever reasonable means are possible, including unannounced on–site inspection of our Suppliers' facilities. Buckle will review and may terminate its relationship and cancel any then pending orders with any Supplier found to be in violation of our Code of Conduct and Standards of Engagement.

Suppliers will periodically be required to certify in writing their compliance with this policy.

If you believe that Buckle's Code of Conduct and Standards of Engagement are not being upheld or if you have any questions regarding these requirements, please contact Kyle L. Hanson, General Counsel for Buckle, P.O. Box 1480, Kearney, NE 68848–1480, U.S.A., or kyle.hanson@buckle.com.

Please sign and return to us a copy of this Letter Agreement, which evidences your agreement to comply with Buckle's Code of Conduct and Standards of Engagement. Please return your executed copy of this Letter Agreement in its entirety via facsimile to (308) 238–2492. Failure to return this Letter Agreement may result in cancellation of orders and/or withholding payment on invoices. Buckle reserves the right to withhold any amounts owed on Suppliers' invoices against expenses Buckle incurs as a result of any violation of Buckle's Code of Conduct and Standards of Engagement.

Sincerely,

Kyle L. Hanson
General Counsel & Corporate Secretary
The Buckle, Inc.

Code of Conduct and Standards of Engagement Acknowledgment

As an officer of ____________________________________, a Supplier of Buckle, I have read the terms and conditions described in this document and my company acknowledges, accepts, and agrees to abide by the Code of Conduct and Standards of Engagement set forth in this policy. I understand that my company's business relationship with Buckle is based upon my company being in full compliance with these principal terms. I further understand that failure by any officers, agents, and/or directors of my company to abide by any of the terms and conditions stated herein may result in the immediate cancellation by Buckle of all outstanding orders with my company and allow Buckle to exercise its right to seek an adequate remedy.

The foregoing is agreed to and will be complied with:

________________________________________________________________________________
Signature

________________________________________________________________________________
Print Name

___________________________________/____________________________________________
Title Company Name

________________________________________________________________________________
Phone Number / Fax Number

________________________________________________________________________________
Date

Appendix A
Jewelry Standards

I. Introduction
As a result of a court–approved settlement with the California Attorney General and two private plaintiffs in People v. Burlington Coat Factory Warehouse Corp., et al., Alameda Superior Court No. RG 04–162075 (the "Settlement"), Buckle has agreed that Jewelry it purchases from suppliers will comply with certain lead content limits. The following sets forth an explanation of the settlement's requirements. However, you should review the settlement itself. You may obtain a copy of the consent judgment from the California Attorney General's website at http://ag.ca.gov/prop65/pdfs/peoplevburlington.pdf. The consent judgment document provides additional detail, whereas this appendix is provided for your convenience only. The terms of the consent judgment control, to the extent that they may differ from this document.

II. Definitions
"Jewelry" means (a) the following ornaments worn by a person: an anklet, arm cuff, bracelet, brooch, chain, crown, cuff link, decorated hair accessories, earring, necklace, pin, ring, and Body Piercing Jewelry, or (b) any bead, chain, link, pendant, or other component of such an ornament.

"Children's Products" means Jewelry that is made for, marketed for, used by, or marketed to, children aged 6 and younger.

"Body Piercing Jewelry" means Jewelry (or any part thereof) that is manufactured or sold for placement in new piercings and/or mucous membranes, and does not include those parts that are not placed within new piercings and/or mucous membranes.

III. Effective Dates
Children's Products shipped by suppliers after February 1, 2007 must comply with these standards. All other Jewelry shipped by suppliers after August 1, 2007 must comply with these standards.

In addition, all Jewelry shipped by suppliers after December 31, 2008 that contains Class 2 electroplated metal alloys shall contain less than 6 percent lead by weight ("92 metal"). All Jewelry shipped by suppliers after December 31, 2008 that contain Class 2 plastic or rubber shall contain less than 0.02 percent lead by weight (200 ppm).

IV. Requirements
The Settlement requires that all Jewelry (except for Children's Products and Body Piercing Jewelry) shall be made entirely from Class 1, Class 2 and Class 3 Components , or any combination thereof. Class 1 Components do not have lead content restrictions.

Children's Products must be made entirely from (a) non–metallic materials that are Class 1 Components; (b) non–metallic materials that are Class 2 Components; (c) metallic materials that are either Class 1 Components or contain less than 0.06 percent (600 ppm) lead; (d) glass and crystal decorative Components that weigh in total no more than 1.0 gram, excluding any such glass or crystal decorative components that contain less than 0.02 percent (200 ppm) lead and have no intentionally added lead; (e) printing inks or ceramic glazes that contain less than 0.06 percent (600 ppm) lead; (f) Class 3 Components that contain less than 0.02 percent (200 ppm) lead; or (g) any combination thereof.

Body Piercing Jewelry shall be made of one of the following materials: (a) surgical implant stainless steel; (b) surgical implant grades of titanium; (c) niobium (Nb); (d) solid 14 karat or higher white or yellow nickel–free gold; (e) solid platinum; (f) a dense low porosity plastic such as Tygon or PTFE with no intentionally added lead.

V. Lead Content Standards

Class 1 Components

Component	Lead Content Limit
Stainless and surgical steels	None
Karat gold	None
Sterling silver	None
Platinum, palladium, iridium, ruthenium, rhodium, or osmium ("platinum group metals")	None
Natural and cultured pearls	None
Glass, ceramic, and crystal decorative components (e.g., cat's eye, cubic zirconia (sometimes called cubic zirconium, CZ), glass, rhinestones, cloisonne). For Children's Products, see Class 2 Components table.	None
Any gemstone that is cut and polished for ornamental purposes except the following: aragonite, bayldonite, boleite, cerussite, crocoite, ekanite, linarite, mimetite, phosgenite, samarskite, vanadinite, and wulfenite	None
Elastic, fabric, ribbon, rope, and string with no intentional lead and not otherwise listed as a Class 2 Component	None
Natural decorative materials (e.g., amber, bone, coral, feathers, fur, horn, leather, shell, wood) if treated in a way that does not add lead	None
Adhesives	None

Class 2 Components

Component	Lead Content Limit
Electroplated metal substrates* *Must be plated using the Best Management Practices described herein.	Metal alloys with less than 10% lead by weight (i.e., with a lead content equal to or less than "88 metal") and after December 31, 2008, 6% lead by weight (i.e., with a lead content equal to or less than "92 metal"), that are electroplated with suitable under and finish coats
Unplated metal not defined as Class 1 Components	Not to exceed 1.5% lead
Metal (plated and unplated) used in Children's Products	0.06% (600 ppm)
Plastic/Rubber (e.g., acrylic, polystyrene, plastic beads/stones, polyvinyl chloride (PVC))	0.06%, (600 ppm) and after December 31, 2008, 0.02% (200 ppm)
Dyes, and Surface Coatings	0.06% (600 ppm)
Printing inks or ceramic glazes used in Children's Products	0.06% (600 ppm)
Glass or crystal decorative components used in Children's Products	Total weight no more than 1.0 gram, excluding glass or crystal decorative components that contain less than 0.02% (200 ppm) lead and have no intentionally added lead.

Class 3 Components

Component	Lead Content Limit
Any part of Jewelry that is not a Class 1 or Class 2 Component	0.06% (600 ppm)
Any part of a Children's Product that is not a Class 1 or Class 2 Component	0.02% (200 ppm)

Best Management Practices for Plating Facilities

Pre–Plating Procedure:

The pieces must be cleaned. Any polishing compound must be removed before plating by cleaning with aqueous cleaning solution or solvent and rinsed with water.
The pieces must be activated.
The pieces must be rinsed in clean water before plating.

Plating Bath Maintenance:

The temperature of each plating bath must be controlled to the appropriate temperature in accordance with the recommendations of the equipment and plating chemical suppliers.
The nickel and nickel–substitute tanks must be agitated or aerated in accordance with the chemical suppliers' recommendations.
All baths must be filtered continuously during plating and filters changed at least monthly.
pH must be measured each day of plating and adjusted within the chemical supplier's recommendations.
All plating employees must be trained on the use of the equipment in accordance with recommendation of equipment manufacturer and plating chemical suppliers.
The plating baths must be maintained in accordance with the plating chemical suppliers recommendations.
Plating tanks must be swept at least weekly.
Anodes must be inspected monthly in accordance with the anode supplier's recommendations.
Racks must be stripped at least annually.
The electrical equipment must be sized appropriately for each tank in accordance with equipment manufacturer's recommendations and calibrated annually.

Plating Procedures:
Substantial pieces such as pendants, drops, and rings without prongs or other such feature shall be plated with at least 15 minutes combined plating with copper (copper strike and/or acid copper), nickel or nickel substitute, and/or finish coat. The pieces will also be rinsed between plating tanks. Finish decorative coatings include brass, bronze, copper, gold, gun metal, hematite, imitation rhodium, matt finish, palladium, platinum, rhodium, or silver. If desired, plated pieces can be treated to produce other finishes such as matt, oxidized, or smut black finishes.

Mechanical, functional (e.g., lobster claws, spacers, mechanical closures, connectors), or fine pieces such as prongs and fine chains may be plated to cover the exposed surface consistent with good manufacturing practices for appearance and function. Components that articulate closely together such as snake chain and tight hinges or that need to be manipulated into position will be plated to prevent binding, stiffness, and cracking of plating.

Addendum to
Updated Code of Conduct
The Buckle, Inc., ("Buckle")

This Addendum is incorporated in the Buckle's Updated Code of Conduct, and applies to all Purchase Orders written after June 15, 2010.

Vendor certifies that it will not provide Buckle with any product that exceeds the following lead limits:

Paint or other surface coatings on accessible components: 90 parts per million ("ppm").
Leather (including composited leather) accessible components: 600 ppm; and commencing on December 1, 2011: 300 ppm.
Polyvinyl chloride ("PVC") accessible components: 300 ppm, and commencing on December 1, 2011, PVC accessible components: 200 ppm.
For all other accessible components other than cubic zirconia (sometimes called cubic zirconium, CZ), crystal, glass or rhinestones: 300 ppm.

Vendor also certifies that it will not provide Buckle with any jewelry that exceeds the following cadmium limits:

300 ppm in accessible components.

California Transparency In Supply Chains Act

Buckle believes that consumers have a choice in where they spend their money, and that they have the integrity to choose responsibility. When our guests leave our stores with the best brands and their favorite jeans, they bring clothes into their homes with the assurance of knowing they were sourced responsibly.

Because we maintain a high standard of business ethics and regard for human rights, we require sound business and human rights ethics from our suppliers as well. We have established guidelines to assist us in our effort to identify potential suppliers who share our commitment not only to quality products, but to quality business and human rights relationships as well.

Pursuant to the requirements of the California Transparency in Supply Chains Act, Buckle makes the following disclosures of our efforts to eradicate slavery and human trafficking from our supply chain:

Verification

Buckle engages in third-party verification to assess risks in our supply chain related to human trafficking, slavery and other labor issues.
Auditing

Buckle engages an independent party to conduct announced and unannounced audits of our suppliers' facilities.
Certification

Buckle requires that its direct suppliers abide by our Code of Conduct and Standards of Engagement, which includes language regarding human trafficking and slavery, and that they share it with their contractors and subcontractors, requiring their adherence as well.
Internal Accountability

Buckle maintains internal accountability procedures to hold its employees and contractors accountable to company standards on slavery and human trafficking.
Training

Buckle trains its employees directly responsible for supply chain management on mitigating the risk of slavery and human trafficking in our supply chain.