WHITING PETROLEUM
CORPORATION 



PRODUCTION
PARTICIPATION PLAN 



Amended and Restated
February
23, 2006 















WHITING PETROLEUM
CORPORATION 



PRODUCTION
PARTICIPATION PLAN 



Amended and Restated
February
23, 2006 



PREAMBLE 



        WHITING
PETROLEUM CORPORATION, a Delaware corporation (collectively with its wholly-owned
subsidiaries Whiting Oil and Gas Corporation, a Delaware corporation and Equity Oil
Company, a Colorado corporation, the “Company”), hereby
establishes the following production participation plan (the
“Plan”). The Plan is intended to provide greater incentives
to the Company’s employees to increase the profitability of the Company and to enable
the Company to attract, motivate and retain valuable employees upon whom, in large
measure, the continued profitability of the Company depends. It is intended that each
employee have an opportunity to participate in the results of successful acquisition and
development of proven reserves. 




ARTICLE I

Definitions 



        The
following words and phrases shall have the meaning set forth below unless the context
clearly indicates otherwise: 





        1.1    “Act”means
the Securities Exchange Act of 1934, as amended.  




        1.2    “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. 






        1.3
    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;  
















            (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 (c) above) or disposing of any
voting securities of the Company. 





        1.4    “Change
in Control” means, for purposes of Section 7.1 (accelerated vesting),
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 February 23, 2006, 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 February 23, 2006
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 February 23,
2006, 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 February 23, 2006, 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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            (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. 



        1.5    “Change
in Control” means, for purposes of Section 7.2 (Plan termination), the
occurrence of the following: 





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            (a)    
A change in the ownership of the Company, which shall occur on the date that any one
person, or more than one person acting as a group (as defined below) acquires ownership
of the stock of the Company that, together with the stock then held by such person or
group, constitutes more than fifty percent (50%) of the total fair market value or total
voting power of the stock of the Company. However, if any one person or more than one
person acting as a group is considered to own more than fifty (50%) of the total fair
market value or total voting power of the stock of the Company, the acquisition of
additional stock by the same person or persons is not considered to cause a Change in
Control.  





            (b)              A
change in the effective control of the Company, which shall occur on the date
          that:  




                (i)              Any
one person, or more than one person acting as a group, acquires (or has
          acquired during the twelve month period ending on the date of the most recent
          acquisition by such person or persons) ownership of stock of the Company
          possessing thirty-five percent (35%) or more of the total voting power of the
          stock of the Company. However, if any one person or more than one person acting
          as a group is considered to own more than thirty-five percent (35%) of the
total           voting power of the stock of the Company, the acquisition of additional
voting           stock by the same person or persons is not considered to cause a Change
in           Control; or  




                (ii)    
A majority of the members of the Board is replaced during any           twelve month
period by directors whose appointment or election is not endorsed           by a majority
of the members of the Board prior to the date of the appointment           or election.  




            (c)              A
change in the ownership of a substantial portion of the Company’s assets,
          which shall occur on the date that any one person, or more than one person
          acting as a group, acquires (or has acquired during the twelve month period
          ending on the date of the most recent acquisition by such person or persons)
          assets from the Company that have a total gross fair market value equal to more
          than seventy-five percent (75%) of the total gross fair market value of all the
          assets of the Company immediately prior to such acquisition or acquisitions,
          other than an excluded transaction (as defined below). For purposes of this
          paragraph:  





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                (i)    “Gross
fair market value” means the value of the           assets of the
Company, or the value of the assets being disposed of, as           applicable,
determined without regard to any liabilities associates with such           assets. 





                (ii)    
The term “excluded transaction”          means any
transaction in which assets are transferred to: (A) a shareholder of           the
Company (determined immediately before the asset transfer) in exchange for           or
with respect to its stock; (B) an entity, fifty percent (50%) or more of the
          total value or voting power of which is owned, directly or indirectly, by the
          Company (determined after the asset transfer); (C) a person, or more than one
          person acting as a group, that owns, directly or indirectly, fifty percent
(50%)           or more of the total value or voting power of all the outstanding stock
of the           Company (determined after the asset transfer); or (D) an entity at least
fifty           percent (50%) of the total value or voting power of which is owned,
directly or           indirectly, by a person described in clause (C) (determined after
the asset           transfer).  




        The
term “persons acting as a group” as used in this Section
1.5 shall not include any persons acting as a group solely because they purchase or own
stock of the Company at the same time, or as a result of the same public offering, or
because they purchase assets at the same time, as applicable. However, persons will be
considered to be acting as a group if they are owners of an entity that enters into a
merger, consolidation, purchase or acquisition of stock, or similar business transaction
with the Company. 





        1.6    “Committee”means
the Compensation Committee of the Board of Directors of Whiting Petroleum Corporation. 





        1.7    “Company” means
Whiting Petroleum Corporation together with its subsidiaries Whiting Oil and Gas
Corporation and Equity Oil Company and any successor thereto.  




        1.8    “Compensation” means
the total salary paid or accrued to a Participant by the Company or a wholly owned
subsidiary of the Company during a Plan Year, excluding bonuses, reimbursed expenses and
other extraordinary items.  




        1.9    
     “Contributed Economic Interest” shall have the meaning ascribed in Section 3.2. 





        1.10    
    “Effective Date” means January 1, 1981. 





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        1.11    “Employee” means
each common-law salaried employee of the Company or a subsidiary of the Company who
performs services for the Company or a subsidiary on a full-time basis, as determined by
the Company. 





        1.12    “Net
Income” means gross revenue less taxes (other than income taxes) ,
royalties and direct lease operating expenses.  





        1.13    “Net
Proceeds” means the proceeds of the sale of oil and gas properties
(including, without limitation, proven developed reserves and proven undeveloped
reserves) less actual sales expenses without regard to income taxes.  




        1.14    
    “Original Sharing Ratios” shall have the meaning ascribed in Section 5.2. 





        1.15    “Participant” means
an Employee, or former Employee, who is eligible to receive distributions in accordance
with the terms of the Plan. 





        1.16    “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. 





        1.17    “Partial
Plan Year” means that period of time within a fiscal year of the
Company commencing on January 1 and ending upon either (i) the voluntary termination of
the Plan by the Company or (ii) the occurrence of a Change in Control (as defined in
Section 1.5).  




        1.18    “Plan
Year” means the twelve-month period on which the records of the Plan
are kept, which shall be the same as the fiscal year of the Company. 





        1.19    “Post-1994
Pools” shall have the meaning ascribed in Section 4.2.  




        1.20    
    “Post-2003 Pools” shall have the meaning ascribed in Section 5.4(c). 




        1.21    
    “Pre-1995 Pools” shall have the meaning ascribed in Section 4.1. 




        1.22    
    “Pre-2004 Pools” shall have the meaning ascribed in Section 5.4(b). 




        1.23    “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. 






        1.24    
Pronouns: Gender and Number.    Unless the context clearly indicates otherwise, words
in any gender shall include the other genders and the singular shall include the plural
and vice versa.  





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ARTICLE II

Participation in the
Plan 



        2.1    
Participation.  




            Each
 Employee  of the Company  shall  become a  Participant  in the Plan on his date of employment by the Company as an
Employee. 



        2.2    
Enrollment –Procedure.  




            Each
 Participant  shall fill out and sign an enrollment  form supplied by the Committee and
return it to the Committee. The enrollment form shall state, among other information, the
Participant’s post office address and date of birth and a designation of the names
and post office addresses of his beneficiaries. 





        2.3    
Absences.  





            A
 leave  of  absence  approved  in  writing  by the  Company  shall  not  constitute  a
termination of employment for purposes of computing years of service with the Company for
determining vesting under Section 5.4.  





ARTICLE III

Company Contributions 



        3.1    
Contributions for Plan Years Prior to January 1, 1995.    For each Plan Year
prior to January 1, 1995, the Company contributed to the Plan and allocated on its
books, for Plan purposes, certain deemed overriding royalty interests with respect to
specified oil and gas properties. (See Section 4.1 regarding the allocation of income in
respect of Plan Years prior to January 1, 1995.)  




        3.2    
Contributions for Plan Years After December 31, 1994 Plan Years.    Effective for
Plan Years commencing January 1, 1995 and thereafter as well as any Partial Plan
Year, the Company shall contribute to the Plan a deemed economic interest with respect to
the oil and gas properties developed or acquired in any manner during each Plan Year
including, without limitation, proven developed reserves, proven undeveloped reserves and
unproven or undeveloped interests (the “Contributed Economic Interest”).
(See Section 4.2 regarding the allocation of Net Income and Net Proceeds in respect of
Plan Years and Partial Plan Years after December 31, 1994.) 





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        3.3    
Sale of Interest.    If the Company sells or transfers to an unrelated third party
its interest in any oil and gas property previously contributed to the Plan in respect of
a particular Plan Year or Partial Plan Year, that portion of the Net Proceeds from such
sale representing in the case of Pre-1995 Pools, the production interest allocated to the
Plan, and in the case of Post-1994 Pools, the percentage of Net Income determined by the
Committee for the Plan Year or Partial Plan Year during which such sale is closed, shall
be distributable to the Participants eligible to share in income distributions for each
such particular Plan Year or Partial Plan Year in question in the same manner as Net
Income from production with respect to that particular Plan Year or Partial Plan Year.
Notwithstanding the foregoing, the portion of Net Proceeds attributable to the
Contributed Economic Interest relating to such sold or transferred property interest not
previously allocated to a Plan Year or Partial Plan Year shall be distributable to
Participants in the Plan who are Employees at the end of the Plan Year or Partial Plan
Year in which such sale or transfer occurs in the same manner as Net Income from
production with respect to the Plan Year or Partial Plan Year in which such sale or
transfer occurs. 





ARTICLE IV

Allocation of Income 



        4.1    
Allocation of Income for Plan Years Prior to January 1, 1995.    Deemed overriding
royalty interests in wells located on properties contributed to the Plan which were
either spudded or in wells which were purchased during each Plan Year prior to January 1,
1995 form separate accounting pools for each such Plan Year (the “Pre-1995
Pools”). The calculation of income allocable to the Plan and the
Participants in the Plan with respect to the Pre-1995 Pools shall continue to be made in
accordance with the provisions of the Plan as in effect prior to January 1, 1995.  





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        4.2    
Allocation of Income for Plan Years and any Partial Plan Year After December 31, 1994.    
Net Income attributable to the Contributed Economic Interest (including, without
limitation, development by way of conversion of proven undeveloped reserves to proven
developed reserves through drilling wells spudded during the Plan Year and any Partial
Plan Year, and incremental production obtained through redrilling, reworking, fracturing
or refracturing or other forms of stimulation, waterfloods, CO2 injection or
other tertiary recovery methods) for each Plan Year and any Partial Plan Year after
December 31, 1994 together with Net Proceeds attributable to such properties shall form
separate accounting pools (the “Post-1994 Pools”). In
respect of Post-1994 Pools, the Committee shall allocate a specified percentage of the
Net Income and Net Proceeds derived from the oil and gas properties contributed to the
Plan during each Plan Year and any Partial Plan Year. In setting such percentage, the
Committee shall take into consideration the anticipated earnings of the Company for each
such Plan Year and Partial Plan Year before interest expense and income taxes and any
other performance criteria deemed appropriate by the Committee. The applicable percentage
of Net Income and Net Proceeds for each Plan Year attributable to each of the Post-1994
Pools shall be distributed annually in accordance with Article V. The applicable
percentage of Net Income and Net Proceeds for any Partial Plan Year shall be distributed
in accordance with Article VII.  




ARTICLE V

Distribution of
Income 



        5.1    
Allocation of Current Plan Year and Partial Plan Year Income.    As of the last day
of each Plan Year and any Partial Plan Year, beginning with the Plan Year ending December 31,
1981, the Committee shall, in its discretion, allocate the Net Income attributable to the
accounting pool created for that Plan Year or Partial Plan Year, and any Net Proceeds
attributable to proven undeveloped reserves received pursuant to Section 3.3 above for
such Plan Year or Partial Plan Year, among the Participants employed by the Company on
the last day of that Plan Year or Partial Plan Year and, in the exercise of such
discretion, consider the following methodology: 




            (a)    
Thirty-three and one-third percent (33-1/3%) of the Net Income attributable to each
Plan Year’s or Partial Plan Year’s accounting pool shall be allocated among the
eligible Participants in the proportion which the Compensation of each Participant for
such Plan Year or Partial Plan Year bears to the total Compensation of all eligible
Participants for such Plan Year or Partial Plan Year.  





            (b)              Up
to sixty-six and two-thirds percent (66-2/3%) of the Net Income
          attributable to each Plan Year’s or Partial Plan Year’s accounting
          pool shall be available for allocation among any eligible Participants who have
          put forth extraordinary effort on behalf of the Company in cases where the
          Company has materially benefited from such effort.  





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The determination of the Committee as
to the award to each eligible Participant, shall be solely within the discretion of the
Committee, and all decisions of the Committee shall be final and binding on all
Participants and beneficiaries. All decisions with respect to the allocation of Net Income
to Participants shall remain confidential. Any unallocated portion of the sixty-six and
two-thirds percent of the Net Income for that Plan Year determined pursuant to Section
5.1(b) shall be allocated and paid to Participants in the same proportion as the amounts
paid under Section 5.1(a). 



        5.2    
Allocation of Prior Plan Year Income.  




            The
Net  Income  and Net  Proceeds  attributable  to each  Plan Year  allocable  to each
separate accounting pool formed under the Plan during Plan Years prior to the current
Plan Year shall be allocated only among those Participants who originally shared in the
allocation of the Net Income and Net Proceeds attributable to such accounting pool as
determined pursuant to Section 5.1 (or their beneficiaries) and who are either
employed by the Company as of the last day of the latest Plan Year or are vested in
accordance with Section 5.4 in accordance with their original sharing ratios in each
such accounting pool (the “Original Sharing Ratios”);
provided, however, that, in the case of Pre-2004 Pools (as defined in Section 5.4(b)
below), the Original Sharing Ratios shall be increased proportionately to account for the
forfeiture of interests because of (a) the termination of employment of Participants
prior to becoming fully vested in accordance with Section 5.4, or (b) those
matters specified in Section 5.5; provided further, that, in the case of Post-2003
Pools (as defined in Section 5.4(c) below), Original Sharing Ratios shall remain the same
at all times and not be impacted by the forfeiture of any interests.  




        5.3    
Distribution of Income.  




            As
soon as  practicable  after the end of each Plan  Year (but  prior to the  succeeding
December 31), beginning with the Plan Year ending December 31, 1981, the Company shall
distribute to each Participant (or his beneficiary) in one lump sum his allocable share
of the Net Income or Net Proceeds attributable to each accounting pool for each Plan Year
in which Participant has an allocated interest, less any required withholding of income
or employment taxes or other authorized deductions or amounts applicable to payments made
to Employees of the Company.  





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        5.4    
Vesting Upon Termination, Disability or Death.  




            (a)    General.    
If a Participant with less than one full year of employment with           the Company
terminates his employment with the Company for any reason, he shall           cease to be
a Participant in this Plan and all rights of such Employee under           this Plan
shall terminate.  




            (b)    Vesting
For Plan Years Prior to 2004.    For any Participant who is credited           with one
or more full years of employment with the Company at the date of his
          termination of employment with the Company, such Participant’s right to
          continue to participate in accounting pools relating to Plan Years prior to
2004           (the “Pre-2004 Pools”) in which he was
previously           allocated an interest pursuant to the terms of this Plan shall vest
during the           continuation of such employment in accordance with the following
schedule:  



	Full Years of Employment
	Vested Percentage
of Future Income

	1 	  20%
	2 	  40%
	3 	  60%
	4 	  80%
	5 	100%







A vested Participant shall continue
to share in the distribution of Net Income or Net Proceeds (as set forth in Section 3.3)
from all Pre-2004 Pools in which he was previously allocated an interest pursuant to the
terms of this Plan in the same manner as Participants who are employed by the Company,
based upon his vested percentage at the date of his termination of employment and his
percentage of the Net Income and Net Proceeds (as set forth in Section 3.3) of each such
Pre-2004 Pool as of the end of the Plan Year immediately preceding or coincident with the
date of his termination of employment. For purposes of this Section 5.4(b), employment
prior to January 1, 1981 shall be disregarded and only full years of employment after
January 1, 1981 shall be credited to Participants. 



            (c)    Vesting
for 2004 Plan Year and Subsequent Plan Years.    For any Participant           who is
credited with one or more full years of employment with the Company at           the date
of his termination of employment with the Company, such           Participant’s
right to continue to participate in accounting pools relating           to the 2004 Plan
Year and subsequent Plan Years (the “Post-2003           Pools”)
in which he was previously allocated an interest           pursuant to the terms of this
Plan shall vest during the continuation of such           employment in accordance with
the following schedule:  







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	Full Years Elapsed Since
Beginning of Plan Year
Relating to Pool
	Cumulative Vested
Percentage
of
Participation
in Pool

	fewer than 1	  0%
	1	  20%
	2	  40%
	3	  60%
	4	  80%
	5 or more	100%





A vested Participant shall continue
to share in the distribution of Net Income or Net Proceeds (as set forth in Section 3.3)
from each Post-2003 Pool in which he was previously allocated an interest pursuant to the
terms of this Plan in the same manner as Participants who are employed by the Company,
based upon his vested percentage of his participation in such Post-2003 Pool at the date
of his termination of employment and his percentage of the Net Income and Net Proceeds (as
set forth in Section 3.3) of each such Post-2003 Pool as of the end of the Plan Year
immediately preceding or coincident with the date of his termination of employment.
Notwithstanding any other provision of this Plan to the contrary, upon a
Participant’s reaching age 65 while continuously employed by the Company, such
Participant’s right to continue to participate in each Post-2003 Pool in which he
originally shared shall become fully vested. 



            (d)      If
a Participant who is an Employee dies or becomes disabled during his           employment
(such qualifying disability to be determined by the Committee in its           sole
discretion) prior to becoming fully vested in accordance           with subsections
(b) or (c) above, as applicable, such Participant (or his           beneficiary) shall
nevertheless be fully vested for purposes of future           distributions from all
accounting pools relating to Plan Years in which he was           previously allocated an
interest pursuant to the terms of this Plan.  




        5.5    
Forfeiture-Termination for Cause.  




            (a)      If
a Participant’s employment with the Company is terminated for cause, as
          determined by the Company in its sole discretion, the Participant, regardless
of           his or her vested percentage, shall forfeit all rights to any further
          distributions or payments from the Plan as of the date of such termination.  





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            (b)    
        If a vested non-Employee Participant is later determined by the Company in its
          sole discretion to have engaged in any activity which would be grounds for
          termination for cause while employed by the Company, such Participant shall,
          upon such determination, forfeit all rights to any further distributions or
          payments from the Plan.  




ARTICLE VI

Allocation of
Administrative Responsibilities 



        6.1    
     The Company. 





            The
Company  shall be  responsible  for:  (a) keeping  accurate  books and accounts with
respect to properties contributed to the Plan and all Net Income and Net Proceeds which
it receives attributable to properties which have been allocated to the Plan; (b) keeping
accurate books and records with respect to its Employees and their Compensation and
furnishing such data to the Committee; and (c) making payments to Plan Participants
and their beneficiaries in accordance with the provisions of the Plan. 




        6.2    
The Committee.  





            The
Committee shall administer the Plan and shall have all powers necessary for that purpose,
including, but not by way of limitation, power to specify the economic interest
contributed, and percentages of Net Income and Net Proceeds allocated, to the Plan each
Plan Year or Partial Plan Year, to interpret the Plan, to determine the eligibility,
status and rights of all persons under the Plan and in general to decide any dispute. The
Committee shall direct all distributions in accordance with the provisions of the Plan
and shall maintain all Plan records except records required to be kept by the Company. 





        6.3    
Indemnification of Committee Members.  




            The
Company shall indemnify each member of the Committee against any and all claims, loss,
damages, expense and liability arising from any action or failure to act with respect to
the Plan, except when the same is judicially determined to be due to the gross negligence
or willful misconduct of such person.  




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ARTICLE VIII

Termination and
Amendment 



        7.1    
     Termination of Plan; Change in Control; Accelerated Vesting. 






            The
Company  presently  intends to continue the Plan  indefinitely,  but the continuance of
the Plan is not assumed as a contractual obligation and the Company may terminate the
Plan at any time by delivering written notice of termination to the Committee and each
Participant and beneficiary then entitled to receive distributions from the Plan. Upon
(a) the voluntary termination of the Plan by the Company, or (b) a Change in Control (as
defined in Section 1.4), the interests of all Participants in the Plan who are Employees
at such time shall become 100% vested as to all Plan Years or the Partial Plan Year in
which such Participant was allocated an interest pursuant to the terms of this Plan.
Further, upon the voluntary termination of the Plan by the Company or a Change in Control
(as defined in Section 1.5), all remaining oil and gas properties in the Plan which are
categorized as proven undeveloped reserves previously contributed to the Plan as a
Contributed Economic Interest but not allocated to a particular Plan Year shall be
allocated (together with the allocation of Net Income and Net Proceeds, if any, as set
forth in Sections 4.2 and 3.3, respectively) to the Partial Plan Year established as the
result of such voluntary termination or Change in Control and the interests of all
Participants in the Plan who are Employees at such time shall become 100% vested as to
such Partial Plan Year Net Income and such remaining properties.  




        7.2    
     Distributions Upon Voluntary Termination or Change in Control. 





            (a)              Upon
voluntary termination of the Plan by the Company, (i) the fair market value           of
the existing interest of each non-Employee Participant (or beneficiary           thereof)
as of the date of such voluntary termination shall be distributed in           one lump
sum and (ii) the fair market value of the vested interest of each           Employee
Participant as described in Section 7.1 as of the date of such           voluntary
termination shall be distributed in one lump sum, in each case twelve           (12)
months after the date of such termination. The determination of fair market
          value shall be made by the Company, using the valuation reports, discount rates
          and other factors then being used by the Company for the purchase of oil and
gas           properties from third parties. This provision shall not be effective unless
all           other plans required to be aggregated with this Plan under U.S. Internal
Revenue           Code Section 409A are also terminated and no similar plan is adopted by
the           Company within five (5) years of the date of termination.  




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        (b)              Upon
a Change in Control (as defined in Section 1.5), the Plan shall           automatically
terminate, and (i) the existing interest of each non-Employee           Participant (or
beneficiary thereof), valued in accordance with           Section 7.2(a) as of the
date of such Change in Control, shall be           distributed in one lump sum and (ii)
the vested interest of each Employee           Participant as described in Section 7.1,
valued in accordance with Section           7.2(a) as of the date of such Change in
Control, shall be distributed in one           lump sum, in each case as soon as
practicable after the date of such Change in           Control but no later than one (1)
month after the date of such Change in           Control. 




        7.3    
Amendment by Company.  




            The
Company may at any time amend the Plan in any respect by action of its Board of
Directors, but no amendment shall be made which would have the effect of materially and
adversely affecting the interest of any person under the Plan with respect to then
existing Pools.  




ARTICLE VIII

Miscellaneous 



        8.1    
Right to Dismiss Employees.  




            The
Company may  terminate  the  employment  of any Employee as freely and with the same
effect as if this Plan were not in existence.  




        8.2    
Withholding of Taxes, Etc.  




            The
 Company  shall  withhold  from  all  payments  to  Participants  and  beneficiaries
hereunder, and pay to the appropriate governmental authority, all amounts of income and
employment taxes and other authorized deductions and amounts which are required by
applicable law and regulation to be withheld from wage payments to Employees of the
Company.  




        8.3    
Source of Benefits.  




            All
 benefits  payable  under the Plan shall be paid solely  from the general  assets of the
Company and no allocation of royalty interest or income on the books of the Company shall
be deemed to create a separate fund or any ownership interest on the part of the Plan in
any properties being used to measure Plan income or in any production from such
properties. The right of a Participant or his beneficiary to receive a distribution
hereunder shall be an unsecured claim.  





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        8.4    
Ownership of Properties.  




            Nothing
 contained  in this Plan shall in any way  restrict  the right of the Company to sell,
 transfer,  mortgage,  encumber or otherwise  deal with the  properties  giving rise to
the revenues  used to measure Plan income.  




        8.5    
Beneficiaries.  




            Each
Participant  shall file with the Committee a designation of the  beneficiaries  and
contingent beneficiaries to whom income attributable to his interest under the Plan shall
be paid in the event of his death on such form as may be prescribed by the Committee. The
last properly completed beneficiary designation received by the Committee while the
Participant is living shall be given effect. Such designation may be changed by the
Participant at any time and without the consent of any previously designated beneficiary.
In the absence of an effective beneficiary designation as to any portion of a Participant’s
interest under the Plan, income attributable to such interest shall be paid to the
Participant’s personal representative, but if the Committee believes that none has
been appointed within six months after the Participant’s death, the Committee may
direct that such income shall not be paid until a personal representative has been
appointed or may direct that such income shall be paid to the Participant’s
surviving spouse as defined by federal law in effect at the time the Committee makes its
decision.  




        8.6    
Non-transferability of Benefits.  




            No
 Participant  or  beneficiary  shall  have any right to assign,  alienate,  transfer,
hypothecate, encumber or anticipate his interest in any benefits under this Plan, nor
shall such benefits be subject to any legal process to levy upon or attach the same for
payment of any claim against any such Participant or beneficiary.  




        8.7    
Payments Due Minors or Incapacitated Persons.  




            If
any  person  entitled  to a payment  under the Plan is a minor,  or if the  Committee
determines that any such person is incapacitated by reason of physical or mental
disability, whether or not legally adjudicated as such, the Committee shall have the
power to cause the payments becoming due to such person to be made to his personal
representative or to another for his benefit, without responsibility of the Committee to
see to the application of such payments. The Committee shall have no responsibility to
investigate the physical or mental condition of a Participant and any determination of
disability made by the Committee shall be binding on the Participant and all other
persons. Payments made pursuant to such power shall operate as a complete discharge of
the Plan, the Company and the Committee.  




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        8.8    
Notification of Address.  




            Each
 Participant  must file with the  Company  from  time to time in  writing  his post
office address and the post office address of each of his beneficiaries and each change
of post office address. Any communication, statement or notice addressed to a Participant
or beneficiary at his last post office address filed with the Company, or as shown on the
Company’s records, will be binding on the Participant and his beneficiaries for all
purposes of the Plan. Neither the Committee nor the Company shall be required to search
for or locate a Participant or beneficiary.  




        8.9    
     Offset. 



            The
 Company  shall  have the right to offset  from any  amount  payable  hereunder  any
amount that the  Participant  owes to the  Company  without the  consent of the
 Participant  (or his  beneficiary, following the Participant's death). 





        8.10    
    Severability. 





            If
any  provision  of this Plan is or  becomes  or is deemed to be  invalid,  illegal or
unenforceable in any jurisdiction, or as to any person, payment or circumstance, under
any law the Committee deems applicable, then such provision should be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or deemed amended,
then such provision should be stricken as to such jurisdiction, person, payment or
circumstance, and the remainder of this Plan will remain in full force and effect. 




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        8.11    
Governing Law; Limitations; Venue.  







            The
construction and interpretation of this Plan shall be governed by the laws of the State
of Colorado without reference to conflict of law principles thereof. Any action or other
legal proceeding with respect to the Plan may be brought only within the period ending on
the earlier of (a) one year after the date the claimant in such action or proceeding
knows or with the exercise of reasonable care should have known of the facts giving rise
to the claim, or (b) the expiration of the applicable statute of limitations period under
applicable law. Exclusive jurisdiction over any such actions or legal proceedings shall
reside in the courts of the State of Colorado and the United States District Court
located in Denver, Colorado.  





DATE: February 23, 2006 





		
	
ATTEST:	WHITING PETROLEUM CORPORATION
	

/s/ Bruce R. DeBoer    	By:  /s/ James J. Volker      
	Bruce R. DeBoer	        James J. Volker
	Corporate Secretary	        Chairman, President and Chief
		        Executive Officer








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