WHITING PETROLEUM
CORPORATION 



RESTRICTED STOCK
AGREEMENT 



        THIS
RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into as of
_____________________ by and between Whiting Petroleum Corporation, a Delaware corporation
with its principal offices at Denver, Colorado (the “Company”), and the
executive officer 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 an executive officer 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.
(a) 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:  







	 	        (i)                   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 “Grant Date”) if the
Compensation Committee of the                Board of Directors of the Company (the “Committee”)
determines                the Performance Contingency (as defined below) has been
satisfied with respect                to the Company’s fiscal year immediately
preceding the first anniversary of                the Grant Date;  







	 	        (ii)                   the
Release Date with respect to two-thirds of the shares of Restricted Stock
               (less any shares of Restricted Stock for which there already has been a
Release                Date) shall be the second anniversary of the Grant Date if the
Committee                determines the Performance Contingency has been satisfied with
respect to the                Company’s fiscal year immediately preceding the second
anniversary of the                Grant Date; and  
















	 	        (iii)                   the
Release Date with respect to all of the shares of Restricted Stock (less any
               shares of Restricted Stock for which there already has been a Release
Date)                shall be the third anniversary of the Grant Date if the Committee
determines the                Performance Contingency has been satisfied with respect to
the Company’s                fiscal year immediately preceding the third anniversary
of the Grant Date.  







        If
the Committee determines that the Performance Contingency has not been satisfied with
respect to the Company’s fiscal year immediately preceding the third anniversary of
the Grant Date, then all Restricted Stock that previously has not been released shall be
forfeited to the Company on the date the Committee makes such determination. 



	 	        (b)              Within
six weeks after the end of each of the Company’s fiscal years           preceding
the first three anniversaries of the Grant Date, the Committee will           determine
whether the Performance Contingency has been satisfied with respect to           such
fiscal year based on the criteria set forth in this Section 2. The “Performance
Contingency” will be satisfied with respect to           such a fiscal year if
at the end of such fiscal year the Company has achieved a           ____% increase
(compounded annually) in the amount by which the PV10% After Tax           Value Per
Share (as defined below) at the end of such fiscal year exceeds the           Debt Per
Share (as defined below) at the end of such fiscal year compared to the           amount
by which the PV10% After Tax Value Per Share at the end of the fiscal           year
immediately preceding the Grant Date exceeds the Debt Per Share at the end           of
the fiscal year immediately preceding the grant date.  







	 	        (c)    “PV10%
After Tax Value Per Share” means an amount equal to the           quotient of
(i) the standardized measure of discounted future net cash flows           relating to
the Company’s proved reserves as of the end of a fiscal year           calculated in
accordance with Securities and Exchange Commission guidelines           using prices at
such fiscal year end as reported in the Company’s Annual           Report on Form
10-K and an annual discount rate of 10% divided by (ii) the           Company’s
issued and outstanding shares as of the end of such fiscal year.  







	 	        (d)    “Debt
Per Share” means an amount equal to the quotient of (i)           the Company’s
consolidated long-term debt as of the end of a fiscal year           divided by (ii) the
Company’s issued and outstanding shares as of the end           of such fiscal year.  







	 	        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 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 a
segregated account                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.  







	 	        (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.  








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	 	        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 the segregated                account 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 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
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:  







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        (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;  




        (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  




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        (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  




        (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.  





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        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. 



	 	        (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 first set forth above. 


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















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