Exhibit
      10





**FIFTH
      AMENDMENT TO**


**CABELA’S
      INCORPORATED**


**1997
      STOCK OPTION PLAN**




THIS
      FIFTH AMENDMENT of Cabela's Incorporated 1997 Stock Option Plan is made and
      entered into effective the 16th day of May,
      2007.




WITNESSETH:




WHEREAS,
      the Cabela's Incorporated 1997 Stock Option Plan was approved and adopted by
      the
      shareholders of Cabela's Incorporated, a Nebraska corporation, on January 24,
      1997, as amended by that certain First Amendment to Cabela's Incorporated 1997
      Stock Option Plan dated July 13, 2000, as amended by that Second Amendment
      to
      Cabela's Incorporated 1997 Stock Option Plan dated July 27, 2001, as amended
      by
      that Third Amendment to the Cabela’s Incorporated 1997 Stock Option Plan dated
      September 2, 2003, and as amended by that certain Fourth Amendment to Cabela’s
      Incorporated 1997 Stock Option Plan dated September 23, 2003 (collectively,
      the
“Plan”);




WHEREAS,
      Cabela’s Incorporated, a Delaware corporation (the “Company”), assumed the Plan
      as part of the Company’s January 2004 reincorporation as a Delaware
      corporation;




WHEREAS,
      Section 11(a) of the Plan allows the directors of the Company to make certain
      amendments and revisions to the Plan;




WHEREAS,
      the directors have approved an amendment to the Plan to allow Plan Participants
      to make certain estate planning and similar transfers of Plan
      Awards;




WHEREAS,
      the directors have approved an amendment to the Plan to allow Plan Participants
      to make beneficiary designations; and




WHEREAS,
      in furtherance of the foregoing, the Company desires to adopt this Fifth
      Amendment.




NOW,
      THEREFORE, in consideration of the foregoing premises the Plan is hereby amended
      as follows:




1.      Section
      13(e) of the Plan is hereby deleted in its entirety and replaced with the
      following:




*(e)*           *Nontransferability
      of Awards.*    No Award shall be assignable or
      transferable except by beneficiary designation, will or the laws of descent
      and
      distribution; provided, that the Committee may permit, on such terms and
      conditions as it shall establish in its sole discretion, a Participant to
      transfer an Award (other than an Incentive Stock Option) for no consideration
      to
      the Participant's child, stepchild, grandchild, parent, stepparent, grandparent,
      spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
      son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
      adoptive relationships, any person sharing the Participant's household (other
      than a tenant or employee), a trust in which these persons have more than fifty
      percent of the beneficial interest, a foundation in which these persons (or
      the
      Participant) control the management of assets, and any other entity in which
      these persons (or the Participant) own more than fifty percent of the voting
      interests (individually, a "Permitted Transferee"). Except to the extent
      required by law, no Award shall be subject to any lien, obligation or liability
      of the Participant. All rights with respect to Awards granted to a Participant
      under the Plan shall be exercisable during the Participant's lifetime only
      by
      such Participant or, if applicable, his or her Permitted Transferee(s). The
      rights of a Permitted Transferee shall be limited to the rights conveyed to
      such
      Permitted Transferee, who shall be subject to and bound by the terms of the
      Plan
      and the agreement or agreements between the Participant and the
      Company.







2.      A
      new subsection (l) is hereby added to the end of Section 13 of the Plan as
      follows:




*(l)*           *Beneficiary
      Designation.*    Each Participant under the Plan may
      from time to time name any beneficiary or beneficiaries (who may be named
      contingently or successively) to whom any benefit under the Plan is to be paid
      or by whom any right under the Plan is to be exercised in case of his or her
      death. Each designation will revoke all prior designations by the same
      Participant, shall be in a form prescribed by the Committee, and will be
      effective only when filed by the Participant in writing with the Committee
      during the Participant’s lifetime. The spouse of a married Participant who is
      domiciled in a community property jurisdiction shall join in any designation
      of
      a beneficiary other than such spouse.  In the absence of any
      beneficiary designation, or if all designated beneficiaries of a Participant
      predecease the Participant, benefits remaining unpaid at the Participant's
      death
      shall be paid to or exercised by the Participant's surviving spouse, if any,
      or
      otherwise to or by his or her estate.




3.      Except
      as modified herein, the Plan remains in full force and effect as
      written.




IN
      WITNESS WHEREOF, the undersigned has entered into this Fifth Amendment as of
      the
      date above written.




CABELA’S
                INCORPORATEDBy:
            /s/
                Dennis HighbyDennis
                Highby, President and CEO





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