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| ## Comptroller of the Currency                                        |
|                                                                       |
| > Administrator of National Banks                                     |
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Midwestern District Office

2345 Grand Boulevard, Suite 700

Kansas City, MO 64108

#### Conditional Approval #424

November 7, 2000 **December 2000**

Mr. David A. Roehr

Cabela's, Inc.

One Cabela Drive

Sidney, NE 69160

Subject: Preliminary Conditional Approval for a De Novo Charter

> World's Foremost Bank, National Association, Sidney, NE
>
> Control #2000-MW-01-12

Dear Mr. Roehr:

The Comptroller of the Currency (OCC) has reviewed your application to
establish a new national CEBA credit card bank, with the title of
World's Foremost Bank, National Association (BANK). On this date, after
a thorough evaluation of all data available to the OCC, we found that
your proposal met the requirements for preliminary conditional approval.

This approval is granted based on a thorough review of all information
available, including the representations and commitments made in the
application and by the proposed bank's representatives. We also made our
decision to grant preliminary conditional approval with the
understanding that the proposed national bank will apply for membership
in the Federal Reserve System and will be FDIC-insured.

This approval is subject to the condition that the bank shall provide
the OCC's Assistant Deputy Comptroller for Credit Card Banks Bob
Winstead at least thirty (30) days prior notice of any significant
deviations or changes from the proposed operating plan during the bank's
first three years of operation. The bank must also provide a copy of
such notice to the FDIC's Kansas City Regional Office.

The Bank and Cabela's, Inc. must enter into a binding written agreement
setting forth Cabela's, Inc.'s obligations to provide capital
maintenance and liquidity support to the Bank, if and when necessary.
The terms and provisions of this capital and liquidity maintenance
agreement must be acceptable to the Bank and the OCC, and shall include
a provision for collateral to support these obligations, if required by
the OCC.

The conditions of this approval are conditions "imposed in writing by
the agency in connection with the granting of any application or other
request" within the meaning of 12 USC 1818. As such, the conditions are
enforceable under 12 USC 1818.

Mr. David A. Roehr

Control #2000-MW-01-012

Page Two

Please refer to the "Corporate Organization" booklet (enclosed) in the
Comptroller's Corporate Manual for the instructions on organizing your
bank. The booklet contains all of the steps you must take to receive
your charter. As detailed in the booklet, you may establish the
corporate existence of and begin organizing the bank as soon as you
adopt and forward acceptable Articles of Association and the
Organization Certificate to this office. As a "body corporate" or legal
entity, you may begin taking those steps necessary for obtaining final
approval, but you may not begin the business of banking until you
fulfill all requirements for a bank in organization and you are granted
final approval by the OCC. **If you have any questions about the "in
organization" phase of the bank, please contact Analysis Specialist
Judith A. Bollig at (816) 556-1860.**

Enclosed are standard requirements that must be met before the bank will
be allowed to commence business. Management must ensure that the
applicable policies and procedures are established and adopted by the
board of directors before the bank begins operation. Applicable standard
requirements also must be satisfied before the bank will be allowed to
commence business.

The OCC poses no objection to following person(s) serving as executive
officers as proposed in the application. Additional executive officers
are subject to the OCC's [prior]{.underline} review and clearance.

Chairman of the Board/President

and Chief Executive Officer: David A. Roehr

Chief Operating Officer: Thomas M. Boatman

Treasurer Ralph W. Castner

The OCC poses no objection to Thomas M. Boatmen, Ralph W. Castner,
Michael R. McCarthy, David A. Roehr and Orrin A. Wilson serving as
directors. All other directors are subject to the OCC's prior review and
clearance.

You are also reminded that for a period of two years after the bank has
opened for business, the OCC must review and have no objection to any
new executive officer or director prior to that person assuming such
position.

Your request that the proposed bank be designated a limited purpose
institution with regard to the Community Reinvestment Act was approved
on August 21, 2000. Enclosed is a separate letter confirming this
approval. You are to submit a CRA plan to the Midwestern District Office
for review.

Mr. David A. Roehr

Control #2000-MW-01-012

Page Three

Based on OCC No Objection Letter 93-01, the OCC concludes that the Bank
is not a depository institution for the purposes of the Depository
Institutions Management Interlocks Act, (DIMIA), 12 USC 3201, as long as
it does not accept deposits from the public. Should the operations of
the Bank change to include accepting deposits from the public, the Bank
would be subject to DIMIA prohibitions.

The OCC will send to you under separate cover an appropriate set of OCC
handbooks, manuals, issuances, and selected other publications.

You should direct any questions concerning this preliminary conditional
approval to National Bank Examiner Jill K. Kennard at (816) 556-1860.

Sincerely,

**-signed-**

Ellen Tanner Shepherd

Licensing Manager

Enclosures: "Corporate Organization" Booklet

Minimum Policies and Procedures

Standard Requirements