FEDERAL DEPOSIT INSURANCE CORPORATION

In Re: World's Foremost Bank, National Association (In Organization)
Sidney, Nebraska
Application for Federal Deposit Insurance - Bank Insurance Fund

ORDER

The undersigned, acting on behalf of the Board of Directors of the FDIC, pursuant to delegated authority, has fully considered all available facts and information relevant to the factors of Section 6 of the Federal Deposit Insurance Act relating to the application for federal deposit insurance for World's Foremost Bank, National Association, a proposed new bank to be located at One Cabela Drive, Sidney, Cheyenne County, Nebraska 69160, and has concluded that the application should be approved.

Accordingly, it is hereby ORDERED, for the reasons set forth in the attached Statement, that the application submitted by World's Foremost Bank, National Association for federal deposit insurance be, and same hereby is, approved subject to the following conditions:

(1) That beginning paid in capital funds of not less than $19,250,000 be provided;

(2) That the Tier 1 Capital to Assets ratio be maintained at not less than 8 percent, and the Total Risk-Based Capital ratio be maintained at not less than 10 percent, during the first three years of operation;

(3) That any changes in proposed management or proposed ownership (10% or more of stock), including new acquisitions of or subscriptions to 10% or more of the stock, will render this commitment null and void unless such proposal is approved by the Regional Director of the FDIC's Kansas City Regional Office ("Regional Director") prior to opening the bank;

(4) That federal deposit insurance shall not become effective unless and until the applicant has been established as a federally chartered national bank, that it has authority to conduct banking business, and that its establishment and operation as a bank have been fully approved by appropriate Federal authorities;

(5) That the bank shall be engaged in the business of receiving deposits other than trust funds;

(6) That until the date that this conditional commitment for deposit insurance becomes effective, the FDIC shall have the right to alter, suspend, or withdraw its commitment should any interim development warrant such action;

(7) That if federal deposit insurance has not become effective within twelve months from the date of this ORDER, or unless, in the meantime, a request for an extension of time has been approved by the FDIC, the consent granted shall expire at the end of the twelve-month period.

By Order of the Associate Director of the Division of Supervision, acting pursuant to delegated authority for the Board of Directors of the FDIC.

Dated at Washington, D.C., this day of , 2001.

FEDERAL DEPOSIT INSURANCE CORPORATION

By: John M. Lane
Associate Director
Division of Supervision

FEDERAL DEPOSIT INSURANCE CORPORATION

In Re: World's Foremost Bank, National Association (In Organization)
Sidney, Nebraska
Application for Federal Deposit Insurance

STATEMENT

Pursuant to Section 5 of the Federal Deposit Insurance Act (12 U.S.C. 1815) an application for federal deposit insurance, with membership to the Bank Insurance Fund, has been filed on behalf of World's Foremost Bank, National Association, a proposed new federal national chartered bank to be located at One Cabela Drive, Sidney, Cheyenne County, Nebraska 69160.

The applicant is to be a wholly-owned subsidiary of Cabela's Inc., Sidney, Nebraska (Cabela's). Cabela's principal business, which is conducted primarily through wholly owned subsidiaries is in the outdoor retail outfitter industry. Applicant is to be established under the provisions of the Competitive Equality Banking Act of 1987 (CEBA), and as a credit card bank, will only engage in credit card operations. Applicant will not accept demand deposits, will not accept savings or time deposits of less than $100,000, and will not make commercial loans. Applicant will also maintain only one office that accepts deposits.

We have determined that the proposed investment in fixed assets is reasonable, capital is adequate, earnings prospects are sufficient to provide a profitable operation within a reasonable period of time, and management is capable. All required statutory factors regarding this application have been reviewed and are favorably resolved.

Based on a careful evaluation of all facts and information, the undersigned, acting on authority delegated by the Board of Directors of the FDIC, has approved World's Foremost Bank, National Association's application.

ASSOCIATE DIRECTOR
DIVISION OF SUPERVISION