EXECUTIVE EXCISE TAX
GROSS-UP AGREEMENT 



        This
 agreement  (the  “Agreement”)  is made  effective  as of January __,  2009 by and
 between  Whiting Petroleum Corporation (the “Company”) and ____________ (the “Executive”). 




        WHEREAS,
the Company wishes to continue to employ the Executive and the Executive wishes to
continue to be employed, in each case subject to the terms and conditions set forth below. 



        NOW,
THEREFORE, in consideration of the conditions and mutual covenants contained in this
Agreement, the parties agree as follows: 



        1.    Excise
Tax Gross-Up. If a Change in Control (as defined below) occurs           when the
Executive is employed by the Company, then the Executive shall be           entitled to
receive the benefits set forth in this Section 1.  




	 	        (a)                      If
any payment to the Executive under this Agreement, or under any other
               agreement with, or plan of, the Company (in the aggregate, “Total
               Payments”), would constitute an “excess parachute payment” as
               defined in Section 280G (or any successor provision) of the Internal
               Revenue Code of 1986, including any amendments thereto or any successor
tax                codes thereof (the “Code”), then the Company shall
pay the                Executive an additional amount (the “Gross-Up Payment”)
such                that the net amount retained by the Executive after deduction of any
(i) excise                tax imposed under Section 4999 (or any successor
provision) of the Code and                any interest charges or penalties in respect of
the imposition of such excise                tax (collectively, the “Excise Tax”)
(but not any federal,                state or local income tax or employment tax) on the
Total Payments, and (ii) any                federal, state and local income tax,
employment tax, and excise tax upon the                payment provided for by this Section 1(a),
is equal to the Total                Payments. For purposes of determining the amount of
the Gross-Up Payment, the                Executive shall be deemed to pay federal income
tax and employment taxes at the                highest stated rate of federal income tax
and the marginal rate of employment                tax in the calendar year in which the
Gross-Up Payment is to be made and state                and local income taxes at the
highest marginal rate of taxation in the state and                locality of the
Executive’s domicile for income tax purposes on the date                the Gross-Up
Payment is made, net of the maximum reduction in federal income                taxes that
may be obtained from the deduction of such state and local taxes.
               Notwithstanding the foregoing, if it shall be determined that the
Executive is                entitled to a Gross-Up Payment under this Section 1(a),
but that the                Executive would not be subject to the Excise Tax if the Total
Payments were                reduced by an amount that is not in excess of $50,000, then
the amounts payable                to the Executive under the Company’s Production
Participation Plan shall be                reduced (but not below zero) so that the Total
Payments do not exceed the                maximum amount that could be paid to the
Executive without giving rise to the                Excise Tax (the “Safe Harbor
Cap”), and no Gross-Up Payment                shall be made to the Executive.
The Company shall pay the Gross-Up Payment to or                for the benefit of the
Executive at such time as the Company is required to                withhold and remit
the Excise Tax, but in no event later than 21⁄2 months                following the
calendar year in which the Change in Control occurs (the “Payment Period”).  
















	 	        If,
after the Payment Period, one or more additional Total Payments are made to the Executive
with the result that an additional Gross-Up Payment is due, then the Gross-Up Payment
shall be recalculated based on the Excise Tax determined to be owed by Executive using
the actual income and employment taxes paid by the Executive on the original Gross-Up
Payment and on any additional amount of Gross-Up Payment made pursuant to this paragraph,
all as determined by National Tax Counsel (as defined below). Provided the Executive
cooperates with the Company and National Tax Counsel by providing all required
documentation of such income and employment taxes, the Company shall reimburse the
Executive for the excess of the Gross-Up Payment as recalculated over the aggregate of
the prior Gross-Up Payment(s) as soon as practicable after National Tax Counsel
determines the additional amount due, but in no event later than the end of the calendar
year following the year in which the Executive remits the additional Excise Tax.  







	 	        (b)                      Promptly
following notice by the Company to the Executive of its belief that                there
is a payment or benefit due the Executive which will result in an                “excess
parachute payment” as defined in Section 280G of the Code                (or
any successor provision), the Executive and the Company, at the                Company’s
expense, shall obtain the opinion (which need not be unqualified)                of
nationally recognized tax counsel (“National Tax Counsel”)
               selected by the Company’s independent auditors and reasonably
acceptable to                the Executive (which may be regular outside counsel to the
Company), which                opinion sets forth (i) the amount of the Base Amount (as
defined below), (ii)                the amount and present value of Total Payments, (iii)
the amount and present                value of any excess parachute payments, and (iv)
the amount of any Gross-Up                Payment or the reduction of any Total Payments
to the Safe Harbor Cap, as the                case may be. For purposes of such opinion,
the value of any noncash benefits or                any deferred payment or benefit shall
be determined by the Company’s                independent auditors in accordance
with the principles of                Section 280G(d)(3) and (4) (or any successor
provisions) of the Code, which                determination shall be evidenced in a
certificate of such auditors addressed to                the Company and the Executive.
The opinion of National Tax Counsel shall be                addressed to the Company and
the Executive and shall be binding upon the Company                and the Executive. If
such National Tax Counsel so requests in connection with                the opinion
required by this Section 1(b), the Executive and the                Company
shall obtain, at the Company’s expense, and National Tax Counsel                may
rely on, the advice of a firm of recognized executive compensation
               consultants as to the reasonableness of any item of compensation to be
received                by the Executive solely with respect to its status under Section 280G
of                the Code and the regulations thereunder.  







	 	        (c)                      For
purposes of this Agreement, the terms “excess parachute                payment” and
“parachute payments” shall have the                meanings assigned to
them in Section 280G (or any successor provision) of                the Code and
such “parachute payments” shall be valued as provided                therein.
Present value for purposes of this Agreement shall be calculated in
               accordance with Section 280G(d)(4) (or any successor provision) of
the                Code. As used in this Agreement, the term “Base Amount” means
               an amount equal to the Executive’s “annualized includable
compensation                for the base period” as defined in Section 280G(d)(1)
(or any                successor provision) of the Code.  







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	 	        (d)                      In
the event of an audit by the Internal Revenue Service, or by a state or local
               taxing authority, of the Excise Tax on the Total Payments or Gross-Up
Payment,                and, as a result of such audit, a final determination of the
amount of Excise                Tax is made, the Gross-Up Payment shall be recalculated
based on the Excise Tax                as finally determined and using the actual income
and employment taxes paid by                the Executive on the original Gross-Up
Payment(s) and on any additional amount                of Gross-Up Payment made pursuant
to this Section 1(d), all as determined                by National Tax Counsel.
Provided the Executive cooperates with the Company and                National Tax
Counsel by providing all required documentation of such income and
               employment taxes, the Company shall reimburse the Executive for the excess
(if                any) of the Gross-Up Payment as recalculated over the aggregate of the
prior                Gross-Up Payment(s) as soon as practicable after National Tax
Counsel determines                the additional amount due, but in no event later than
the end of the calendar                year following the year in which the Executive
remits the additional Excise Tax.  







	 	        (e)                      The
Company agrees to bear all costs associated with, and to indemnify and hold
               harmless, National Tax Counsel of and from any and all claims, damages,
and                expenses resulting from or relating to its determinations pursuant to
this Section 1, except for claims, damages or expenses resulting from the
               gross negligence or willful misconduct of such firm.  







        2.    Additional
Benefits. If there is a Change in Control, then the Company           shall bear up
to $15,000 in the aggregate of reasonable fees and costs and           disbursements of
consultants and/or legal or accounting advisors engaged by the           Executive to
advise the Executive as to matters relating to the computation of           the Gross-Up
Payment under Section 1, provided such expenses are incurred           within 21⁄2 months
following the end of the calendar year in which a Change           in Control occurs.  




        3.    
Expenses and Interest. If, after a Change in Control of the Company,
               (a) a dispute arises with respect to the enforcement of the
               Executive’s rights under this Agreement or (b) any legal or
               arbitration proceeding shall be brought to enforce or interpret any
provision                contained herein or to recover damages for breach hereof, in
either case so long                as the Executive is not acting in bad faith, then the
Company shall reimburse                the Executive for any reasonable attorneys’ fees
and necessary costs and                disbursements incurred as a result of the dispute,
legal or arbitration                proceeding other than fees, costs, and disbursements
relating to the computation                of the Gross-Up Payment (“Expenses”),
and prejudgment interest                on any money judgment or arbitration award
obtained by the Executive calculated                at the rate of interest announced by
JPMorgan Chase Bank, N.A., from time to                time at its prime or base lending
rate from the date that payments to him or her                should have been made under
this Agreement. Within ten days after the                Executive’s written request
therefor, but not later than the end of the                calendar year following the
calendar year in which the Expense was incurred, the                Company shall pay to
the Executive, or such other person or entity as the                Executive may
designate in writing to the Company, the Executive’s                reasonable
Expenses in advance of the final disposition or conclusion of any                such
dispute, legal or arbitration proceeding.  





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        4.    
Definitions.  




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







	 	        (b)    
“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.  







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







	 	        (i)                   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, (A) 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
(B) 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;  







	 	        (ii)                   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 (ii) as a result of an agreement,
arrangement or understanding                to vote such security if the agreement,
arrangement or understanding: (A) 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 (B) is not also then                reportable on
a Schedule l3D under the Act (or any comparable or successor                report); or  







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







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








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







	 	        (i)                   any
Person (other than (A) the Company or any of its subsidiaries, (B) a trustee
               or other fiduciary holding securities under any employee benefit plan of
the                Company or any of its subsidiaries, (C) an underwriter temporarily
holding                securities pursuant to an offering of such securities or (D) 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  







	 	        (ii)                   the
following individuals cease for any reason to constitute a majority of the
               number of directors of the Company then serving: (A) individuals who, on
the                date of this Agreement constituted the Board and (B) 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  







	 	        (iii)                   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 (A) 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                (B) 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  








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	 	        (iv)                   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. 






	 	        (f)    “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.  







	 	        (g)    “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.  







        5.    No
Right to Employment. Nothing in this Agreement shall confer upon the
          Executive 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
          Executive’s employment at any time.  




        6.    Severability.
Whenever possible, each portion, provision or section of           this Agreement will be
interpreted in such a way as to be effective and valid           under applicable law,
but if any portion, provision or section of this Agreement           is held to be
invalid, illegal or unenforceable in any respect, such invalidity,           illegality
or unenforceability will not affect any other portions, provisions or           sections.
Rather, this Agreement will be reformed, construed and enforced as if           such
invalid, illegal or unenforceable portion, provision or section had never           been
contained herein.  




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        7.    Complete
Agreement. With respect to the subject matter herein, this           Agreement
contains the complete agreement and understanding between the parties           and
supersedes and preempts any prior understanding, agreement or representation           by
or between the parties, written or oral.  




        8.    Governing
Law. Notwithstanding principles of conflicts of law of any           jurisdiction to
the contrary, all terms and provisions to this Agreement are to           be construed
and governed by the laws of the State of Delaware without regard to           the laws of
any other jurisdiction in which the Executive resides or performs           any duties
hereunder or where any violation of this Agreement occurs.  




        9.    Successors
and Assigns. This Agreement will inure to the benefit of and           be enforceable
by the Company and its successors and assigns. The Executive may           not assign the
Executive’s rights or delegate the Executive’s           obligations hereunder.  




        10.    Amendment;
Waivers. This Agreement may not be amended or modified except           by the
written consent of the parties hereto. The waiver by either the Executive           or
the Company of a breach by the other party of any provision of this Agreement
          shall not operate or be construed as a waiver of any subsequent breach by the
          breaching party.  










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        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement. 



		WHITING PETROLEUM CORPORATION
	
_____________________________	By:____________________________________
	Signature of Executive	Name:__________________________________
	_____________________________	Title:___________________________________
	Print Name






















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