CABELA’S
INCORPORATED





THIRD
AMENDMENT OF THE


THIRD
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN





THIS
THIRD AMENDMENT OF THE THIRD AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
("Amendment") is hereby adopted this 26th
day of August, 2008, by Cabela’s Incorporated (the "Employer") in its capacity
as Sponsoring Employer of the Cabela’s Incorporated Third Amended and Restated
Deferred Compensation Plan (the "Plan").





WHEREAS,
the Plan was amended effective as of December 31, 2004, to cease the deferral of
compensation under the Plan after December 31, 2004, so as to preserve the
grandfathered status of amounts deferred under the Plan that were earned and
vested as of December 31, 2004, and to bring the Plan into compliance with
Internal Revenue Code Section 409A ("Section 409A") for those amounts deferred
that were not yet fully vested as of December 31, 2004;





WHEREAS,
the Employer desires to amend the Plan to provide for a set schedule as to the
time and form of payment of amounts deferred under the Plan for Participants,
except for Participants, who are currently in a payment status or who are
entitled to a payment of deferred amounts during the 2008 year, and excluding
Deferred Bonuses, which were not fully earned and vested as of December 31, 2004
and which have vested subsequent to December 31, 2004 and upon vesting have been
paid to Participants prior to January 1, 2008;





WHEREAS,
a change in the time and form of payment to Participants shall cause amounts
deferred under the Plan to lose the current grandfathered status under Section
409A for Participants affected by this Amendment, the Employer desires to amend
the Plan so as to fully comply with Section 409A and applicable regulations
effective as of December 31, 2008, for the amounts deferred for Participants
affected by this Amendment;





WHEREAS,
any deferred compensation of Participants that is earned and vested as of
December 31, 2004 and is grandfathered under Code Section 409A, other than those
Participants affected by this Amendment, shall be governed and administered
according to the terms of the Cabela’s Incorporated Third Amended and Restated
Deferred Compensation Plan then in effect prior to this amendment and
restatement of the 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.           Definitions. 
Article 2 is hereby amended to delete in their entirety the definitions of
"Change in Control," "Disability" or "Disabled Person" and "Unforeseeable
Emergency."





2.           Payment of Deferred
Compensation.  Article 5 of the Plan is hereby deleted in its
entirety and replaced with the following:








Page 1 of
6





"5.1           Payment
Event.  Effective as of December 31, 2008, each Participant
shall be entitled to payment equal to the balance of such Participant’s Deferred
Compensation Account according to the schedule of the time and form of payment
set forth in Section 5.2 below.  No other payment events shall be
allowed or permitted on or after December 31, 2008, subject to Sections 5.2 and
5.3 below.





5.2           Time and Form of
Payment.  Effective as of December 31, 2008, a Participant's
Deferred Compensation Account shall be paid to a Participant in accordance with
following schedule:





a.           For
participants who, as of December 31, 2008, have a balance in their Deferred
Compensation Account of less than $200,000, the balance of such Participant's
Deferred Compensation Account, as of December 31, 2008, shall be paid to the
Participant a single lump sum payment on January 1, 2009; and





b.           For
participants who, as of December 31, 2008, have a balance in their Deferred
Compensation Account of $200,000 or more, the balance of such Participant's
Deferred Compensation Account shall be paid to the Participant in two
installment payments: the first of which shall be one-half of the account
balance as of December 31, 2008, and shall be paid to the Participant on January
1, 2009; and the second of which shall be the account balance as of December 31,
2009, and shall be paid to the Participant on January 1, 2010; unless the
Participant has elected a single lump sum payment of the Participant's full
Deferred Compensation Account balance to be paid to the Participant on January
1, 2009.  Such election shall be on a form substantially similar to
the election of lump sum payment form provided in Exhibit "A," a copy of which
is attached hereto and incorporated herein by reference, and shall be made by a
Participant by completing and signing such election of lump sum payment form and
submitting the same to the Committee on or before December 31,
2008.  Such election by a Participant shall be a one-time, irrevocable
election.





No other
time or form of payment shall be allowed or permitted on or after December 31,
2008.





5.3           In the Event of Death of a
Participant.  In the event of a Participant's death prior to
the receipt by the Participant of the payment of the Participant's Deferred
Compensation Account in full, the Plan shall pay the deceased Participant's
Deferred Compensation Account to the Participant's Beneficiary(ies) at the same
time and in the same form as provided for in Sections 5.1 and 5.2.





Page 2 of
6





With respect to this Amendment and the
change in the time and form of payment made as of December 31, 2008, this
Amendment only applies to amounts deferred under the Plan that would not
otherwise be payable in 2008 and shall not cause an amount deferred under the
Plan to be paid in 2008 that would not otherwise be payable in
2008.  Such election shall not apply:





a.           to
any Deferred Bonuses, which were not earned and vested as of December 31, 2004
and which shall be paid to a Participant upon vesting; or





b.           to
any amounts currently being paid to a Participant under the terms of the Plan as
of December 31, 2004, and are grandfathered under Code Section 409A;
or





c.           to
any amounts to be paid to a Participant under the terms of the Plan during the
2008 year and are grandfathered under Code Section 409A.





5.4           Beneficiary
Designation.  Each Participant shall have the right to
designate a primary and contingent Beneficiary to receive any payment, which may
be payable hereunder following the Participant’s death.  Such
beneficiary designation shall be delivered in writing to the Committee and may
be changed at any time by a subsequent written notice to the
Committee.  The last written designation delivered to the Committee
prior to the Participant’s death shall control.  Such beneficiary
designation shall become effective only when received by the
Committee.  If a Participant fails to designate a Beneficiary, or if a
Participant's beneficiary designation is revoked by operation of law and the
Participant does not designate a new Beneficiary, or if all persons designated
as Beneficiary predecease the Participant or die prior to complete distribution
of Participant’s Deferred Compensation Account, remaining payments shall be made
to the legal representative of the Participant’s estate.  The form and
timing of any payment of a Participant’s Deferred Compensation Account made to
the Participant’s primary or contingent Beneficiary or to the legal
representative of the Participant’s estate shall be made in accordance with
Sections 5.1, 5.2 and 5.3.  Any payment of a Participant’s Deferred
Compensation Account to the Beneficiary in accordance with this Section and
Sections 5.1, 5.2 and 5.3 shall release Employer from all future liability
hereunder.





5.5           Acceleration Not
Permitted.  In no event shall Deferred Compensation payable
under this Plan be accelerated prior to the payment provisions of this Article
5."





3.           Effective
Date.  The effective date of this Amendment shall be December
31, 2008.




4.           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.





Page 3 of
6





DATED
THIS 26th
day of August, 2008.





CABELA’S
      INCORPORATED,Sponsoring
      Employer,By:
            /s/ Ralph W. CastnerRalph
      W. Castner,Vice
      President andChief
      Financial Officer








Page 4 of
6








PARTICIPATING
EMPLOYER CONSENTS TO THE THIRD AMENDMENT OF THE THIRD


AMENDED
AND RESTATED DEFERRED COMPENSATION PLAN





The
undersigned Participating Employer of the Cabela’s Incorporated Third Amended
and Restated Deferred Compensation Plan hereby consents to the foregoing
Amendment of said Plan.





DATED
THIS 26th
day of August, 2008.








WORLD’S
      FOREMOST BANK,A
      Nebraska State Chartered Bank,
              Participating
      Employer,By:
            /s/ Joseph M. FriebeJoseph
      M. Friebe,President
      andChief
      Executive Officer








Page 5 of
6





EXHIBIT  "A"





CABELA’S
INCORPORATED THIRD AMENDMENT OF THE


THIRD
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN





ELECTION
OF LUMP SUM PAYMENT





Name:Date:
            
            ,
      2008








ONE-TIME ELECTION ONLY FOR
ACCOUNT BALANCES OF $200,000 OR MORE:





Yes, I hereby elect that my Deferred Compensation Account be payable to me, or,
in the event of my death, to my Beneficiary(ies), in one (1) lump-sum payment on
January 1, 2009.





I understand that this is a one-time,
irrevocable election to change the time and form of payout to me of my Deferred
Compensation Account under the Plan.  I understand that if I do not sign this form
and give it to the Committee by December 31, 2008, my
Deferred Compensation Account will be paid to me (or my Beneficiary) in two
installment payments, the first of which will be on January 1, 2009 and the
second of which will be on January 1, 2010.





I further understand that the Plan is a
non-qualified deferred compensation plan, that I cannot rollover any amounts I
receive from the Plan into a qualified plan or an IRA and that any amounts
received by me will be taxable income in the year I receive such
amounts.





Executed
this___ day of  ________________ , 2008.





Participant
      SignaturePrinted
      Name








NOTE  DEADLINE:   DECEMBER  31,  2008





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10-Q