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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 #459

March 23, 2001 **May 2001**

Mr. David A. Roehr

Cabela's, Inc.

One Cabela Drive

Sidney, NE 69160

Subject: Final 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 found that you have met all
requirements it imposed and completed all steps necessary to commence
the business of banking.

You are authorized to open World's Foremost Bank, National Association
on March 23, 2001. Enclosed with this letter is the Charter Certificate.

You are reminded of the following special conditions that were imposed
in the preliminary conditional approval letter. These conditions remain
in effect after the bank opens for business.

The bank shall obtain prior approval from the OCC's Credit Card Banks
East Field Office before any significant deviations or changes from the
proposed operating plan during the bank's first three years of
operation. The bank must notify Assistant Deputy Comptroller Bob
Winstead at least thirty (30) days prior to any proposed significant
deviation or change. The bank must also provide a copy of such notice to
the FDIC's Regional Office in Kansas City, Missouri.

> 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.

Mr. David A. Roehr

Control #2000-MW-01-012

Page Two

**In addition, another condition has been imposed as a condition of
approval. Any contract between Cabela\'s, Inc., or any affiliate
thereof, and the Bank concerning the purchase of receivables from the
Bank may not contain any provision enabling Cabela\'s, Inc. or the
affiliate to terminate the contract upon an event of bankruptcy of
Cabela\'s, Inc. or any affiliate thereof.**

You are reminded that these conditions 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.

You are also reminded that several of the standard requirements
contained in the preliminary conditional approval letter dated November
7, 2000 will continue to apply once the bank opens and by opening, you
agree to subject your association to these conditions of operation. Some
of the requirements bear reiteration here:

1\. Regardless of the association's FDIC insurance status, the
association is subject to the Change in Bank Control Act (12 USC
1817(j)) by virtue of its national bank charter.

2\. The board of directors is responsible for regular review and update
of policies and procedures and for assuring ongoing compliance with
them. This includes maintaining an internal control system that ensures
compliance with the currency reporting and recordkeeping requirements of
the Bank Secrecy Act (BSA). The board must train its personnel in BSA
procedures and designate one person or a group to monitor day-to-day
compliance.

3\. The bank will not engage in full commercial powers authorized to
national banks without the OCC's prior approval.

Should you have any questions, please contact ADC Bob Winstead at (816)
556-1800, who will be responsible for the ongoing supervision of your
institution.

Sincerely,

-signed-

Ellen Tanner Shepherd

Licensing Manager

Enclosure