Exhibit 99.2
  **FOURTH
AMENDMENT TO THE**
 **CABELA’S,
INC. 401(K) SAVINGS PLAN**
  THIS
FOURTH AMENDMENT is hereby adopted this 14 th day of
April, 2005, by Cabela’s Incorporated (the “Employer”) in its capacity as
Sponsoring Employer of the Cabela’s, Inc. 401(k) Savings Plan (the
“Plan).
  WHEREAS,
the Employer desires to amend the Plan to bring the Plan into compliance with
applicable law and guidance, effective as of March 28, 2005, with the mandatory
distribution rules and the automatic rollover IRA rules and to allow a mandatory
distribution in excess of $1,000 and less than $5,000 to be transferred in a
direct rollover to an individual retirement plan; and
  WHEREAS,
Section 8.1 of the Plan allows for the amendment of the Plan by the
Employer.
  NOW,
THEREFORE, the Employer hereby amends the Plan as follows:
  1.  Determination
of Benefits Upon Termination . Section
6.4(a) of Article VI of the Plan shall be amended by adding a new paragraph
immediately following the third paragraph of Section 6.4(a), such new paragraph
shall state as follows:
  “Effective
as of March 28, 2005, in the event of a mandatory distribution of $1,000 or less
that is made in accordance with the provisions of the Plan providing for an
automatic distribution to a Participant without the Participant's consent, if
the Participant does not elect to have such distribution paid directly to an
“eligible retirement plan” specified by the Participant in a direct rollover (in
accordance with the direct rollover provisions of the Plan) or to receive the
distribution directly, then the Administrator shall pay the distribution
directly to the Participant. In the event of a mandatory distribution greater
than $1,000 and less than $5,000 that is made in accordance with the provisions
of the Plan providing for an automatic distribution to a Participant without the
Participant's consent, if the Participant does not elect to have such
distribution paid directly to an “eligible retirement plan” specified by the
Participant in a direct rollover (in accordance with the direct rollover
provisions of the Plan) or to receive the distribution directly, then the
Administrator shall pay the distribution in a direct rollover to an individual
retirement plan designated by the Administrator. In determining the value of a
Participant's account balance in the Plan for the purpose of a mandatory
distribution, the value of the Participant's account balance shall exclude any
rollover contributions (and earnings thereon) within the meaning of Code
Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and
457(e)(16).”
  2.  Distribution
of Benefits . Section
6.5(d) of Article VI of the Plan shall be amended by adding a new paragraph
immediately following the second paragraph of Section 6.5(d), such new paragraph
shall state as follows:
 
 
 1
 
 “Effective
as of March 28, 2005, in the event of a mandatory distribution of $1,000 or less
that is made in accordance with the provisions of the Plan providing for an
automatic distribution to a Participant without the Participant's consent, if
the Participant does not elect to have such distribution paid directly to an
“eligible retirement plan” specified by the Participant in a direct rollover (in
accordance with the direct rollover provisions of the Plan) or to receive the
distribution directly, then the Administrator shall pay the distribution
directly to the Participant. In the event of a mandatory distribution greater
than $1,000 and less than $5,000 that is made in accordance with the provisions
of the Plan providing for an automatic distribution to a Participant without the
Participant's consent, if the Participant does not elect to have such
distribution paid directly to an “eligible retirement plan” specified by the
Participant in a direct rollover (in accordance with the direct rollover
provisions of the Plan) or to receive the distribution directly, then the
Administrator shall pay the distribution in a direct rollover to an individual
retirement plan designated by the Administrator. In determining the value of a
Participant's account balance in the Plan for the purpose of a mandatory
distribution, the value of the Participant's account balance shall exclude any
rollover contributions (and earnings thereon) within the meaning of Code
Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and
457(e)(16).”
  3.  Distribution
of Benefits Upon Death . Section
6.6(e) of Article VI of the Plan shall be amended by adding a new paragraph
immediately following the first paragraph of Section 6.6(e), such new paragraph
shall state as follows:
  “Effective
as of March 28, 2005, in the event of a mandatory distribution of $1,000 or less
that is made in accordance with the provisions of the Plan providing for an
automatic distribution to a Participant without the Participant's consent, if
the Participant does not elect to have such distribution paid directly to an
“eligible retirement plan” specified by the Participant in a direct rollover (in
accordance with the direct rollover provisions of the Plan) or to receive the
distribution directly, then the Administrator shall pay the distribution
directly to the Participant. In the event of a mandatory distribution greater
than $1,000 and less than $5,000 that is made in accordance with the provisions
of the Plan providing for an automatic distribution to a Participant without the
Participant's consent, if the Participant does not elect to have such
distribution paid directly to an “eligible retirement plan” specified by the
Participant in a direct rollover (in accordance with the direct rollover
provisions of the Plan) or to receive the distribution directly, then the
Administrator shall pay the distribution in a direct rollover to an individual
retirement plan designated by the Administrator. In determining the value of a
Participant's account balance in the Plan for the purpose of a mandatory
distribution, the value of the Participant's account balance shall exclude any
rollover contributions (and earnings thereon) within the meaning of Code
Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and
457(e)(16).”
  4.  Location
of Participant or Beneficiary Unknown . Section
6.9 of Article VI of the Plan shall be amended by adding a new paragraph
immediately following the first paragraph of Section 6.9, such new paragraph
shall state as follows:
  “Effective
as of March 28, 2005, in the event of a mandatory distribution of $5,000 or less
that is made in accordance with the provisions of the Plan providing for an
automatic distribution to a Participant without the Participant's consent, if
the whereabouts of the Participant or the Participant’s Beneficiary cannot be
ascertained, then the Administrator shall pay the distribution in a direct
rollover to an individual retirement plan designated by the Administrator. In
determining the value of a Participant's account balance in the Plan for the
purpose of a mandatory distribution, the value of the Participant's account
balance shall exclude any rollover contributions (and earnings thereon) within
the meaning of Code Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and
457(e)(16).”
 
 2
  5.  Effective
Date . The
effective date of this Fourth Amendment shall be March 28, 2005.
  6.  Precedence . This
Amendment supersedes any inconsistent provision of the Plan.
  7.  Continuing
Effect . Except
as hereby amended, the Plan shall be administered in accordance with the terms
of the Plan as in effect prior to this Amendment.
  DATED
THIS 14 th day of
April, 2005.
  
  **CABELA’S
      INCORPORATED**Sponsoring
      Employer,By:
    /s/
      Ralph W. CastnerRalph
      W. Castner,
      Vice
      President and CFO
 
 
  
  **TRUSTEES
CONSENT TO THE FOURTH AMENDMENT OF THE**
 **CABELA’S,
INC. 401(K) SAVINGS PLAN**
  The
undersigned Trustees of the Cabela’s, Inc. 401(k) Savings Plan hereby consent to
the foregoing Fourth Amendment of said Plan.
  DATED
THIS 14 th day of
April, 2005.
  /s/
      Michael Callahan
    
    /s/
      Dennis HighbyMichael
      Callahan, Trustee
    
    Dennis
      Highby, Trustee/s/
      Patrick Snyder
    
    /s/
      Ralph W. CastnerPatrick
      Snyder, Trustee
    
    Ralph
      W. Castner, Trustee
 
  3
  **PARTICIPATING
EMPLOYERS CONSENT TO THE FOURTH AMENDMENT OF THE**
 **CABELA’S,
INC. 401(K) SAVINGS PLAN**
  The
undersigned Participating Employers of the Cabela’s, Inc. 401(k) Savings Plan
hereby consent to the foregoing Fourth Amendment of said Plan.
  DATED
THIS 14 th day of
April, 2005.
  **CABELA’S
      CATALOG, INC.,**
    
    **CABELA’S.COM,
      INC.,**Participating
      Employer,
    
    Participating
      Employer,By:
    /s/
      Ralph W. Castner
    By:
    /s/
      Ralph W. CastnerRalph
      W. Castner,
      Secretary
      and Treasurer
    
    Ralph
      W. Castner,
      Secretary
      and Treasurer
 
 
 **CABELA’S
      LODGING, LLC,**
    
    **CABELA’S
      RETAIL, INC.,**Participating
      Employer,
    
    Participating
      Employer,By:
    /s/
      Ralph W. Castner
    By:
    /s/
      Ralph W. CastnerRalph
      W. Castner,
      Secretary
      and Treasurer
    
    Ralph
      W. Castner,
      Secretary
      and Treasurer
 
 
 **CABELA'S
      MARKETING AND**
    
    **CABELA'S
      OUTDOOR****BRAND
      MANAGEMENT, INC.,**
    
    **ADVENTURES,
      INC.,**Participating
      Employer,
    
    Participating
      Employer,By:
    /s/
      Ralph W. Castner
    By:
    /s/
      Ralph W. CastnerRalph
      W. Castner,
      Secretary
      and Treasurer
    
    Ralph
      W. Castner,
      Secretary
      and Treasurer
 
 
 **CABELA’S
      VENTURES, INC.,**
    
    **CABELA’S
      WHOLESALE, INC.,**Participating
      Employer,
    
    Participating
      Employer,By:
    /s/
      Ralph W. Castner
    By:
    /s/
      Ralph W. CastnerRalph
      W. Castner,
      Secretary
      and Treasurer
    
    Ralph
      W. Castner,
      Secretary
      and Treasurer
 
  4
  
 **ORIGINAL
      CREATIONS, LLC,**
    
    **VAN
      DYKE SUPPLY COMPANY, INC.,**Participating
      Employer,
    
    Participating
      Employer,By:
    /s/
      Ralph W. Castner
    By:
    /s/
      Ralph W. CastnerRalph
      W. Castner,
      Secretary
      and Treasurer
    
    Ralph
      W. Castner,
      Secretary
      and Treasurer
 
 
 **WILD
      WINGS, LLC,**
    
    **WORLD'S
      FOREMOST BANK,**Participating
      Employer,
    
    a
      Nebraska State Chartered Bank,Participating
      Employer,By:
    /s/
      Ralph W. Castner
    By:
    /s/
      David A. RoehrRalph
      W. Castner,
      Secretary
      and Treasurer
    
    David
      A. Roehr, President
 
 
  
 
 5
 BACK TO FORM 10-Q