WHITING PETROLEUM
CORPORATION 



RESTRICTED STOCK
AGREEMENT 



        THIS
RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into as of the
date set forth on the signature page hereof by and between Whiting Petroleum Corporation,
a Delaware corporation with its principal offices at Denver, Colorado (the
“Company”), and the non-employee director or key employee of the Company
or one of its affiliates whose signature is set forth on the signature page hereof (the
“Participant”). 



W I T N E S S E T H : 



        WHEREAS,
the Company has adopted the Whiting Petroleum Corporation 2003 Equity Incentive Plan (as
amended, the “Plan”) to permit shares of the Company’s common stock
(the “Stock”), to be awarded to certain key salaried employees and
non-employee directors of the Company and any affiliate of the Company; and 



        WHEREAS,
the Participant is a key salaried employee or a non-employee director of the Company, and
the Company desires such person to remain in such capacity and to further an opportunity
for his or her stock ownership in the Company in order to increase his or her proprietary
interest in the success of the Company; 



        NOW,
THEREFORE, in consideration of the premises and of the covenants and agreements herein set
forth, the parties hereby mutually covenant and agree as follows: 



        1.    Award
of Restricted Stock. Subject to the terms and conditions set forth           herein,
the Company hereby awards the Participant the number of shares of Stock           set
forth on the signature page hereof (the “Restricted           Stock”).  




        2.    Restrictions.
Except as otherwise provided herein, Restricted Stock may           not be sold,
transferred, pledged, assigned, encumbered or otherwise alienated           or
hypothecated until the date of release (the “Release Date”)
          determined as follows: the Release Date with respect to one-third of the shares
          of Restricted Stock shall be the first anniversary of the Grant Date specified
          on the signature page hereof; the Release Date with respect to an additional
          one-third of the shares of Restricted Stock shall be the second anniversary of
          the Grant Date; and the Release Date with respect to the remaining one-third of
          the shares of Restricted Stock shall be the third anniversary of the Grant
Date.  




        3.    Initial
Issuance. The Restricted Stock shall be issued as soon as           practicable in
the name of the Participant but shall be held in a segregated           account by the
transfer agent of the Company. Unless forfeited as provided           herein, Restricted
Stock eligible for release pursuant to the terms hereof shall           cease to be held
in such segregated account and certificates for such Restricted           Stock shall be
delivered or such Restricted Stock shall be transferred           electronically to the
Participant on the applicable Release Date.  




        4.    Transfer
After Release Date; Securities Law Restrictions. On the           applicable Release
Date as determined in accordance with Paragraph 2, that           portion of Restricted
Stock shall become free of the restrictions of Paragraph 2           and be freely
transferable by the Participant. Notwithstanding the foregoing or           anything to
the contrary herein, the Participant agrees and acknowledges with           respect to
any Restricted Stock that has not been registered under the           Securities Act of
1933, as amended (the “Act”) (i) he or she           will not sell or
otherwise dispose of such Stock except pursuant to an effective           registration
statement under the Act and any applicable state securities laws,           or in a
transaction which, in the opinion of counsel for the Company, is exempt           from
such registration, and (ii) a legend will be placed on the certificates for           the
Restricted Stock to such effect.  




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        5.    Termination
of Employment or Death. If the Participant’s employment           with, or
service on the board of directors of, the Company (as applicable) is           terminated
for any reason (including death) prior to the Release Date, all           Restricted
Stock that has not been released shall be forfeited to the Company on           the date
on which such termination of status occurs.  




        6.    Certificate
Legend. In addition to any legends placed on certificates for           Restricted
Stock under Paragraph 4 hereof, each certificate for shares of           Restricted Stock
may bear the following legend:  




	 	
“THE
SALE OR OTHER TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, WHETHER
VOLUNTARY, INVOLUNTARY OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS SET
FORTH IN THE WHITING PETROLEUM CORPORATION 2003 EQUITY INCENTIVE PLAN AND A RESTRICTED
STOCK AGREEMENT BETWEEN WHITING PETROLEUM CORPORATION AND THE REGISTERED OWNER HEREOF. A
COPY OF SUCH PLAN AND SUCH AGREEMENT MAY BE OBTAINED FROM THE CORPORATE SECRETARY OF
WHITING PETROLEUM CORPORATION.” 






When the restrictions imposed by
Paragraph 2 hereof terminate, the Participant shall be entitled to have the foregoing
legend removed from the certificates representing such Restricted Stock. 



        7.    Voting
Rights; Dividends and Other Distributions. (a) While the           Restricted Stock
is subject to restrictions under Paragraph 2 and prior to any           forfeiture
thereof, the Participant may exercise full voting rights for the           Restricted
Stock registered in his or her name and held in escrow hereunder.  




        (b)              While
the Restricted Stock is subject to the restrictions under Paragraph 2 and           prior
to any forfeiture thereof, the Participant shall be entitled to receive           all
dividends and other distributions paid with respect to the Restricted Stock.           If
any such dividends or distributions are paid in Stock, such shares shall be
          subject to the same terms, conditions and restrictions as the shares of
          Restricted Stock with respect to which they were paid, including the
requirement           that Restricted Stock be held in a segregated account pursuant to
Paragraph 3           hereof.  




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        (c)              Subject
to the provisions of this Agreement, the Participant shall have, with           respect
to the Restricted Stock, all other rights of holders of Stock.  




        8.    Tax
Withholding. (a) It shall be a condition of the obligation of the           Company
to issue or release from the segregated account Restricted Stock to the
          Participant, and the Participant agrees, that the Participant shall pay to the
          Company upon demand such amount as may be requested by the Company for the
          purpose of satisfying its liability to withhold federal, state, or local income
          or other taxes incurred by reason of the award of the Restricted Stock or as a
          result of the termination of the restrictions on such Stock hereunder.  




        (b)              If
the Participant does not make an election under Section 83(b) of the Internal
          Revenue Code of 1986, as amended, with respect to the Restricted Stock awarded
          hereunder, the Participant may satisfy the Company’s withholding tax
          requirements by electing to have the Company withhold that number of shares of
          Restricted Stock otherwise deliverable to the Participant from escrow hereunder
          or to deliver to the Company a number of shares of Stock, in each case, having
a           Fair Market Value (as defined in the Plan) on the Tax Date (as defined below)
          equal to the minimum amount required to be withheld as a result of the
          termination of the restrictions on such Restricted Stock. The election must be
          made in writing and must be delivered to the Company prior to the Tax Date. If
          the number of shares so determined shall include a fractional share, the
          Participant shall deliver cash in lieu of such fractional share. All elections
          shall be made in a form approved by the Committee (as defined in the Plan) and
          shall be subject to disapproval, in whole or in part, by the Committee. As used
          herein, “Tax Date”means the date on which the Participant must
          include in his or her gross income for federal income tax purposes the fair
          market value of the Restricted Stock over the purchase price therefor, if any.  




        9.    Powers
of Company Not Affected. The existence of the Restricted Stock           shall not
affect in any way the right or power of the Company or its           stockholders to make
or authorize any combination, subdivision or           reclassification of the Stock or
any reorganization, merger, consolidation,           business combination, exchange of
shares, or other change in the Company’s           capital structure or its
business, or any issue of bonds, debentures or stock           having rights or
preferences equal, superior or affecting the Restricted Stock           or the rights
thereof, or dissolution or liquidation of the Company, or any sale           or transfer
of all or any part of its assets or business, or any other corporate           act or
proceeding, whether of a similar character or otherwise. Nothing in this
          Agreement shall confer upon the Participant any right to continue in the
          employment of the Company, or interfere with or limit in any way the right of
          the Company to terminate the Participant’s employment at any time.  




        10.    Interpretation
by Committee. The Participant agrees that any dispute or           disagreement which
may arise in connection with this Agreement shall be resolved           by the
Compensation Committee of the Board of Directors of the Company (the           “Committee”),
in its sole discretion, and that any interpretation by           the Committee of the
terms of this Agreement or the Plan and any determination           made by the Committee
under this Agreement or the Plan may be made in the sole           discretion of the
Committee and shall be final, binding, and conclusive. Any           such determination
need not be uniform and may be made differently among           Participants awarded
Restricted Stock.  




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        11.    Miscellaneous.
(a) This Agreement shall be governed and construed in           accordance with the
internal laws of the State of Delaware applicable to           contracts made and to be
performed therein between residents thereof.  




        (b)              This
Agreement may not be amended or modified except by the written consent of           the
parties hereto.  




        (c)              The
captions of this Agreement are inserted for convenience of reference only           and
shall not be taken into account in construing this Agreement.  




        (d)              Any
notice, filing or delivery hereunder or with respect to Restricted Stock           shall
be given to the Participant at either his or her usual work location or           his or
her home address as indicated in the records of the Company, and shall be           given
to the Committee or the Company at 1700 Broadway, Suite 2300, Denver,           Colorado
80290-2300, Attention: Corporate Secretary. All such notices shall be           given by
first class mail, postage prepaid, or by personal delivery.  




        (e)              This
Agreement shall be binding upon and inure to the benefit of the Company and           its
successors and assigns and shall be binding upon and inure to the benefit of
          the Participant, except that the Participant may not transfer any interest in
          any Restricted Stock prior to the release of the restrictions imposed by
          Paragraph 2.  




        (f)              This
Agreement is subject in all respects to the terms and conditions of the           Plan.  




        12.    Change
of Control. (a) Notwithstanding any other provision to the           contrary
contained in this Agreement, effective upon a Change in Control of the           Company
(as defined below), the restrictions imposed upon the Restricted Stock           (except
for any such shares which were previously forfeited to the Company) by
          Paragraph 2 of this Agreement shall immediately be deemed to have lapsed and
the           Release Date shall be deemed to have occurred as of the date of the Change
in           Control of the Company with respect to such Restricted Stock.  




        (b)              The
following terms shall have the following meanings when used in this           Paragraph
12:  




	 	        (i)    “Act” means
the Securities Exchange Act of 1934, as amended.  







	 	        (ii)    “Affiliate”and“Associate” shall
have the respective meanings ascribed           to such terms in Rule l2b-2 of the
General Rules and Regulations under the           Act.  







	 	        (iii)              A
Person shall be deemed to be the “Beneficial Owner” of any
          securities:  







                  (A)              which
such Person or any of such Person’s Affiliates or Associates has the           right
to acquire (whether such right is exercisable immediately or only after           the
passage of time) pursuant to any agreement, arrangement or understanding, or
          upon the exercise of conversion rights, exchange rights, rights, warrants or
          options, or otherwise; provided, however, that a Person shall not be deemed the
          Beneficial Owner of, or to beneficially own, (i) securities tendered
          pursuant to a tender or exchange offer made by or on behalf of such Person or
          any of such Person’s Affiliates or Associates until such tendered
          securities are accepted for purchase, or (ii) securities issuable upon
          exercise of rights issued pursuant to the terms of any Rights Agreement of the
          Company, at any time before the issuance of such securities;  




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                  (B)              which
such Person or any of such Person’s Affiliates or Associates,           directly or
indirectly, has the right to vote or dispose of or has “beneficial ownership” of
(as determined pursuant to           Rule l3d-3 of the General Rules and Regulations
under the Act), including           pursuant to any agreement, arrangement or
understanding; provided, however, that           a Person shall not be deemed the
Beneficial Owner of, or to beneficially own,           any security under this clause (B) as
a result of an agreement, arrangement           or understanding to vote such security if
the agreement, arrangement or           understanding: (i) arises solely from a
revocable proxy or consent given to           such Person in response to a public proxy
or consent solicitation made pursuant           to, and in accordance with, the
applicable rules and regulations under the Act           and (ii) is not also then
reportable on a Schedule l3D under the Act           (or any comparable or successor
report); or  




                  (C)              which
are beneficially owned, directly or indirectly, by any other Person with           which
such Person or any of such Person’s Affiliates or Associates has any
          agreement, arrangement or understanding for the purpose of acquiring, holding,
          voting (except pursuant to a revocable proxy as described in clause (B) above)
          or disposing of any voting securities of the Company.  




	 	        (iv)    “Board” means
the Board of Directors of the Company.  







	 	        (v)    “Change
in Control” means the occurrence of any of the           following:  







                  (A)              any
Person (other than (i) the Company or any of its subsidiaries, (ii) a           trustee
or other fiduciary holding securities under any employee benefit plan of           the
Company or any of its subsidiaries, (iii) an underwriter temporarily holding
          securities pursuant to an offering of such securities or (iv) a corporation
          owned, directly or indirectly, by the shareholders of the Company in
          substantially the same proportions as their ownership of stock in the Company
          (“Excluded Persons”)) is or becomes the Beneficial Owner,
          directly or indirectly, of securities of the Company (not including in the
          securities beneficially owned by such Person any securities acquired directly
          from the Company or its Affiliates after the date of this Agreement, pursuant
to           express authorization by the Board that refers to this exception)
representing           20% or more of either the then outstanding shares of common stock
of the Company           or the combined Voting Power of the Company’s then
outstanding voting           securities; or  




                  (B)              the
following individuals cease for any reason to constitute a majority of the
          number of directors of the Company then serving: (i) individuals who, on the
          date of this Agreement constituted the Board and (ii) any new director (other
          than a director whose initial assumption of office is in connection with an
          actual or threatened election contest, including but not limited to a consent
          solicitation, relating to the election of directors of the Company) whose
          appointment or election by the Board or nomination for election by the
          Company’s shareholders was approved by a vote of at least two-thirds (2/3)
          of the directors then still in office who either were directors on the date of
          this Agreement, or whose appointment, election or nomination for election was
          previously so approved (collectively the “Continuing           Directors”);
provided, however, that individuals who are appointed to           the Board pursuant to
or in accordance with the terms of an agreement relating           to a merger,
consolidation, or share exchange involving the Company (or any           direct or
indirect subsidiary of the Company) shall not be Continuing Directors           for
purposes of this definition until after such individuals are first nominated
          for election by a vote of at least two-thirds (2/3) of the then Continuing
          Directors and are thereafter elected as directors by the shareholders of the
          Company at a meeting of shareholders held following consummation of such
merger,           consolidation, or share exchange; and, provided further, that in the
event the           failure of any such persons appointed to the Board to be Continuing
Directors           results in a Change in Control of the Company, the subsequent
qualification of           such persons as Continuing Directors shall not alter the fact
that a Change in           Control of the Company occurred; or  




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                  (C)              the
shareholders of the Company approve a merger, consolidation or share           exchange
of the Company with any other corporation or approve the issuance of           voting
securities of the Company in connection with a merger, consolidation or           share
exchange of the Company (or any direct or indirect subsidiary of the           Company)
pursuant to applicable stock exchange requirements, other than (i) a           merger,
consolidation or share exchange which would result in the voting           securities of
the Company outstanding immediately prior to such merger,           consolidation or
share exchange continuing to represent (either by remaining           outstanding or by
being converted into voting securities of the surviving entity           or any parent
thereof) at least 50% of the combined Voting Power of the voting           securities of
the Company or such surviving entity or any parent thereof           outstanding
immediately after such merger, consolidation or share exchange, or           (ii) a
merger, consolidation or share exchange effected to implement a
          recapitalization of the Company (or similar transaction) in which no Person
          (other than an Excluded Person) is or becomes the Beneficial Owner, directly or
          indirectly, of securities of the Company (not including in the securities
          beneficially owned by such Person any securities acquired directly from the
          Company or its Affiliates after the date of this Agreement, pursuant to express
          authorization by the Board that refers to this exception) representing 20% or
          more of either the then outstanding shares of common stock of the Company or
the           combined Voting Power of the Company’s then outstanding voting
securities;           or  




                  (D)              the
shareholders of the Company approve a plan of complete liquidation or
          dissolution of the Company or an agreement for the sale or disposition by the
          Company of all or substantially all of the Company’s assets (in one
          transaction or a series of related transactions within any period of 24
          consecutive months), other than a sale or disposition by the Company of all or
          substantially all of the Company’s assets to an entity at least 75% of the
          combined Voting Power of the voting securities of which are owned by Persons in
          substantially the same proportions as their ownership of the Company
immediately           prior to such sale.  




        Notwithstanding
the foregoing, no “Change in Control” shall be deemed to have occurred if
there is consummated any transaction or series of integrated transactions immediately
following which the record holders of the common stock of the Company immediately prior to
such transaction or series of transactions continue to own, directly or indirectly, in the
same proportions as their ownership in the Company, an entity that owns all or
substantially all of the assets or voting securities of the Company immediately following
such transaction or series of transactions. 




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	 	        (vi)    “Person” means
any individual, firm, partnership, corporation           or other entity, including any
successor (by merger or otherwise) of such           entity, or a group of any of the
foregoing acting in concert.  







	 	        (vii)    “Voting
Power” means the voting power of the outstanding           securities of the
Company having the right under ordinary circumstances to vote           at an election of
the Board.  







        IN
WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly
authorized officer and the Participant has hereunto affixed his or her signature, all as
of the day and year set forth below. 


	COMPANY	PARTICIPANT
	WHITING PETROLEUM CORPORATION
	
By:_______________________________	________________________________
	Name:_____________________________	No. of Shares of Restricted Stock:______
	Title:______________________________	Date of Agreement:_________________
		Grant Date:_______________________














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