STRAKER SHAREHOLDER AGREEMENT



 


SHAREHOLDER AGREEMENT


SHAREHOLDER AGREEMENT, dated as of February 1, 2004 (the
"Agreement"), among Whiting Petroleum Corporation, a Delaware corporation
("Parent"), WPC Equity Acquisition Corp., a Colorado corporation and a wholly
owned subsidiary of Parent ("Merger Sub"), and John W. Straker, Jr. as
Shareholder (as such term is defined below).


 


 


W I T N E S S E T H:


 


WHEREAS, concurrently with the execution and delivery of this
Agreement, Parent, Merger Sub and Equity Oil Company, a Colorado corporation, (the "Company"),
have entered into an Agreement and Plan of Merger (as such agreement may hereafter be
amended from time to time, the "Merger Agreement"), pursuant to which
Merger Sub will be merged with and into the Company (the "Merger"); and


 


WHEREAS, as a condition to and inducement to entering into the Merger
Agreement, Parent and Merger Sub have required that the Shareholder agree, and the
Shareholder has agreed, to enter into this Agreement;


 


NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements contained herein, the parties hereto
agree as follows:


 





    	Definitions. For purposes of this Agreement:

	"Acquisition Proposal" shall have the meaning set forth in
        Section 2 of Exhibit A of the Merger Agreement.
	"Affiliate" of a Person means a Person that directly or indirectly,
        through one or more intermediaries, controls, is controlled by, or is under common control
        with, the first mentioned Person.
	"Beneficially Own" or "Beneficial Ownership" with
        respect to any securities shall mean having "beneficial ownership" of such
        securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of
        1934, as amended (including the rules and regulations promulgated thereunder, the "Exchange
        Act")).
	"Common Stock" shall mean the common stock, $1.00 par value, of the
        Company.
	"Governmental Body" shall have the meaning set forth in Section 2
        of Exhibit A of the Merger Agreement.
	"Person" shall mean an individual, corporation, partnership,
        association, trust, any unincorporated organization or group (within the meaning of
        Section 13(d)(3) of the Exchange Act).
	"Proxy Statement/Prospectus" shall have the meaning set forth in
        Section 2 of Exhibit A of the Merger Agreement.
	"Shareholder" shall mean John W. Straker, Jr. individually, and on
        behalf of Oxford Oil Company (an entity 100% owned by Mr. Straker), as applicable.


    Capitalized terms used in this Agreement but otherwise not defined
    shall have the meanings set forth in the Merger Agreement.

    
    	Option. 

	In order to induce Parent and Merger Sub to enter into the Merger Agreement, the
        Shareholder hereby grants to Merger Sub an irrevocable option (a "Securities
        Option") to purchase 1,520,709 shares of Common Stock (the "Existing
        Securities," and together with any shares of Common Stock acquired by the
        Shareholder in any capacity after the date hereof and prior to the termination of this
        Agreement by means of purchase, dividend, distribution, exercise of warrants, options or
        other rights to acquire Common Stock or in any other way, the "Securities")
        (the "Option Securities") at $3.56 per share (the "Exercise
        Price") in cash upon the following conditions: (i) if the Merger Agreement is
        terminated pursuant to Section 9.1(c)(iii) or Section 9.1(d)(ii) thereof; or (ii) the
        Merger Agreement is terminated in accordance with Section 9.1(b)(i), Section
        9.1(b)(iii), Section 9.1(d)(i) or Section 9.1(d)(iii) thereof and at any time after the
        date of this Agreement and prior to a termination under this subsection (ii), an
        Acquisition Proposal shall have been received by the Company and/or publicly announced or
        otherwise publicly communicated to the Company’s Shareholders generally and, prior to
        the 90th day after such termination, the Company shall enter into a definitive
        agreement with respect to such Acquisition Proposal or such Acquisition Proposal is
        consummated; then, in any such case, the Securities Option shall become exercisable, in
        whole or in part, upon the first to occur of any such event and remain exercisable in
        whole or in part until the date which is 90 days after the date of the occurrence of such
        event.
	In the event that Merger Sub wishes to exercise the Securities Option, Merger Sub shall
        send a written notice (the "Notice") to the Shareholder identifying the
        place and date (not less than two nor more than 10 Business Days from the date of the
        Notice) for the closing of such purchase. At the closing, (i) against delivery of the
        Option Securities, free and clear of all liens, claims, charges and encumbrances of any
        kind or nature whatsoever, Parent shall cause Merger Sub to make payment to the
        Shareholder of the aggregate price for the Option Securities by wire transfer of
        immediately available funds; and (ii) the Shareholder shall deliver to Merger Sub a duly
        executed certificate or certificates representing the number of Option Securities
        purchased from the Shareholder, together with transfer powers endorsed in blank relating
        to such certificates. In the event that the Option Securities are acquired by Merger Sub
        pursuant to the exercise of the Securities Option (the "Acquired Securities"),
        the Shareholder shall be entitled to receive, and the Merger Sub shall promptly pay to the
        Shareholder, upon any subsequent disposition, transfer or sale ("Sale")
        of the Acquired Securities during the term of this Agreement an amount per share in cash
        equal to 50% of the difference between the net proceeds received per share in the Sale and
        the Exercise Price. The Merger Sub shall only effect any Sale in an arms’ length bona
        fide transaction to an unaffiliated third party.


    
    	Additional Agreements.



      	Voting Agreement. Subject to the Shareholder’s fiduciary duties as a director
        of the Company as set forth in Section 4.3 of the Merger Agreement and in accordance with Section 8
        below, the Shareholder shall, at any meeting of the shareholders of the Company, however
        called, or in connection with any written consent of the shareholders of the Company, vote
        (or cause to be voted) all Securities then held of record by the Shareholder, (i) in
        favor of the Merger, the execution and delivery by the Company of the Merger Agreement and
        the approval of the terms thereof and each of the other actions contemplated by the Merger
        Agreement and this Agreement and any actions required in furtherance thereof and hereof;
        and (ii) against any takeover Acquisition Proposal and against any action or
        agreement that would impede, frustrate, prevent or nullify this Agreement, or result in a
        material breach of any covenant, representation or warranty or any other obligation or
        agreement of the Company under the Merger Agreement or which would result in any of the
        conditions set forth in Articles 6, 7 or 8 of the Merger Agreement not being
        fulfilled.


      	No Inconsistent Arrangements. Subject to the Shareholder’s fiduciary duties as
        a director of the Company as set forth in Section 4.3 of the Merger Agreement and in
        accordance with Section 8 below, the Shareholder hereby covenants and agrees
        that, except as contemplated by this Agreement and the Merger Agreement, the Shareholder
        shall not (i) transfer (which term shall include, without limitation, any sale, gift,
        pledge or other disposition), or consent to any transfer of, any or all of the Securities
        or any interest therein, (ii) enter into any contract, option or other agreement or
        understanding with respect to any transfer of any or all of the Securities or any interest
        therein, (iii) grant any proxy, power-of-attorney or other authorization in or with
        respect to the Securities, (iv) deposit the Securities into a voting trust or enter
        into a voting agreement or arrangement with respect to the Securities or (v) take any
        other action that would in any way restrict, limit or interfere with the performance of
        its obligations hereunder or the transactions contemplated hereby or by the Merger
        Agreement.


      	Grant of Irrevocable Proxy; Appointment of Proxy.

	The Shareholder hereby grants to, and appoints, James J. Volker and James R. Casperson,
          or either of them, in their respective capacities as officers or directors of Parent, and
          any individual who shall hereafter succeed to any such office or directorship of Parent,
          and each of them individually, the Shareholder’s proxy, which is coupled with an
          interest and shall be irrevocable for so long as this Agreement is in full force and
          effect, and attorney-in-fact (with full power of substitution), for and in the name, place
          and stead of the Shareholder, to vote the Securities, or grant a consent or approval in
          respect of the Securities in the manner set forth in Section 3.(a) hereof, to
          the extent permissible under applicable laws, rules and regulations.
	The Shareholder represents that any proxies heretofore given in respect of the
          Shareholder’s Securities are not irrevocable, and that any such proxies are hereby
          revoked.
	The Shareholder understands and acknowledges that Parent is entering into the Merger
          Agreement in reliance upon the Shareholder’s execution and delivery of this
          Agreement. The Shareholder hereby affirms that the proxy set forth in this Section 3.(c)
          is given in connection with the execution of the Merger Agreement, and that such proxy is
          given to secure the performance of the duties of the Shareholder under this Agreement. The
          Shareholder hereby further affirms that the proxy granted herein is coupled with an
          interest and shall be irrevocable for so long as this Agreement is in full force and
          effect. Such proxy is executed and intended to be irrevocable in accordance with the
          provisions of Section 7-107-203 of the Colorado Business Corporation Act.


      
      	No Solicitation. Subject to the Shareholder’s fiduciary duties as a director of
        the Company as set forth in Section 4.3 of the Merger Agreement and in accordance with Section 8
        below, the Shareholder hereby agrees, in his capacity as a shareholder of the Company,
        that neither the Shareholder nor any of his representatives or agents shall, directly or
        indirectly, encourage, solicit, participate in or initiate discussions or negotiations
        with, or provide any information to, any corporation, partnership, person or other entity
        or group (other than Parent, any of its affiliates or representatives) concerning any
        Acquisition Proposal. The Shareholder will immediately cease any existing activities,
        discussions or negotiations with any parties conducted heretofore with respect to any
        Acquisition Proposal. The Shareholder will promptly advise Parent of any Acquisition
        Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal
        or any request for nonpublic information relating to the Company (including the identity
        of the Person making or submitting such Acquisition Proposal, inquiry, indication of
        interest or request, and the terms thereof) that is made or submitted by any Person during
        the Pre-Closing Period.


      	Mutual Cooperation. Each party shall promptly consult with the other and provide any
        necessary information and material with respect to all filings made by such party with any
        Governmental Body in connection with this Agreement and the Merger Agreement and the
        transactions contemplated hereby and thereby.


      	Waiver of Appraisal Rights. The Shareholder hereby waives any rights of appraisal or
        rights to dissent from the Merger that the Shareholder may have.


      	Proxy Statement/Prospectus and Form S-4. The Shareholder hereby permits Parent and
        Merger Sub to publish and disclose in the Proxy Statement/Prospectus and the Form S-4
        (including all documents, schedules and exhibits filed with the SEC) his identity and
        ownership of the Securities and the nature of his commitments, arrangements and
        understandings under this Agreement.


    	Representations and Warranties of the Shareholder. The Shareholder hereby represents
      and warrants to Parent and Merger Sub as follows:



      	Ownership of Securities. The Shareholder is the record and Beneficial Owner of the
        Existing Securities. On the date hereof, the Existing Securities constitute all of the
        Securities owned of record or Beneficially Owned (other than Securities owned by (i) the
        Shareholder’s spouse; (ii) a trust for which the Shareholder’s spouse acts as a
        trustee; or (iii) a family limited partnership of which the Shareholder is the general
        partner) by the Shareholder. The Shareholder has sole voting power and sole power to issue
        instructions with respect to the matters set forth in Sections 2 and 3, sole
        power of disposition, sole power to demand appraisal rights and sole power to agree to all
        of the matters set forth in this Agreement, in each case with respect to all of the
        Existing Securities with no limitations, qualifications or restrictions on such rights,
        subject to applicable securities laws and the terms of this Agreement.


      	Power; Binding Agreement. The Shareholder has the power and authority to enter into
        and perform all of the Shareholder’s obligations under this Agreement. The execution,
        delivery and performance of this Agreement by the Shareholder will not violate any other
        agreement to which the Shareholder is a party including, without limitation, any voting
        agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust.
        This Agreement has been duly and validly executed and delivered by the Shareholder and
        constitutes a valid and binding agreement of the Shareholder, enforceable against the
        Shareholder in accordance with the terms hereof. There is no beneficiary or holder of a
        voting trust certificate or other interest of any trust of which the Shareholder is a
        trustee, or any party to any other agreement or arrangement, whose consent is required for
        the execution and delivery of this Agreement or the consummation by the Shareholder of the
        transactions contemplated hereby.


      	No Conflicts. Except for filings under the Exchange Act, (i) no filing with,
        and no permit, authorization, consent or approval of, any Governmental Body for the
        execution and delivery of this Agreement by the Shareholder, the consummation by the
        Shareholder of the transactions contemplated hereby and the compliance by the Shareholder
        with the provisions hereof and (ii) none of the execution and delivery of this
        Agreement by the Shareholder, the consummation by the Shareholder of the transactions
        contemplated hereby or compliance by the Shareholder with any of the provisions hereof
        shall (A)  result in a violation or breach of, or constitute (with or without notice
        or lapse of time or both) a default (or give rise to any third party right of termination,
        cancellation, modification or acceleration) under any of the terms, conditions or
        provisions of any note, loan agreement, bond, mortgage, indenture, license, contract,
        commitment, arrangement, understanding, agreement or other instrument or obligation of any
        kind to which the Shareholder is a party or by which the Shareholder or any of his
        properties or assets may be bound, or (B) violate any order, writ, injunction,
        decree, judgment, order, statute, rule or regulation applicable to the Shareholder or any
        of his properties or assets. Without limiting the foregoing, neither the Shareholder nor
        any "immediate family" (as defined in Rule 16a-1(e) of the Exchange Act) member
        of the Shareholder sharing the same household as the Shareholder has acquired Beneficial
        Ownership of any shares of Common Stock during the past six months in a transaction that
        was not exempt under Section 16(b) of the Exchange Act.


      	No Liens; Title. Except as permitted by this Agreement, the Existing Securities and
        the certificates representing the Existing Securities are held by the Shareholder, or by a
        nominee or custodian for the benefit of the Shareholder, free and clear of all liens,
        proxies, voting trusts or agreements, understandings or arrangements, encumbrances,
        security interests or other adverse claims, other than any liens or proxies arising under
        this Agreement. Upon purchase of the Securities, Merger Sub will obtain good and
        marketable title to such Securities, free and clear of all adverse claims, liens,
        encumbrances and security interests.


      	No Finder’s Fees. No broker, investment banker, financial advisor or other
        person is entitled to any broker’s, finder’s, financial advisor’s or other
        similar fee or commission in connection with the transactions contemplated hereby based
        upon arrangements made by or on behalf of the Shareholder.


      	Reliance by Parent. The Shareholder understands and acknowledges that Parent is
        entering into, and causing Merger Sub to enter into, the Merger Agreement in reliance upon
        the Shareholder’s execution and delivery of this Agreement.


    	Representations and Warranties of Parent and Merger Sub. Each of Parent and Merger
      Sub hereby represents and warrants to the Shareholder as follows: 



      	Power; Binding Agreement. Parent and Merger Sub each has the corporate power and
        authority to enter into and perform all of its respective obligations under this
        Agreement. The execution, delivery and performance of this Agreement by Parent and Merger
        Sub will not violate any other agreement to which Parent or Merger Sub is a party. This
        Agreement has been duly and validly executed and delivered by each of Parent and Merger
        Sub and constitutes a valid and binding agreement of each of Parent and Merger Sub,
        enforceable against each of Parent and Merger Sub in accordance with the terms hereof.
        Without limiting the foregoing, the indemnification of the Shareholder contained in and as
        set forth in Section 9 below, is the legal, valid and binding obligation of
        Parent, enforceable in accordance with the terms thereof.


      	No Conflicts. Except for filings under the Exchange Act (i) no filing with, and
        no permit, authorization, consent or approval of, any Governmental Body for the execution
        and delivery of this Agreement by Parent or Merger Sub, the consummation by Parent or
        Merger Sub of the transactions contemplated hereby and the compliance by Parent or Merger
        Sub with the provisions hereof and (ii) none of the execution and delivery of this
        Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the
        transactions contemplated hereby or compliance by Parent or Merger Sub with any of the
        provisions hereof shall (A)  result in a violation or breach of, or constitute (with
        or without notice or lapse of time or both) a default (or give rise to any third party
        right of termination, cancellation, modification or acceleration) under any of the terms,
        conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license,
        contract, commitment, arrangement, understanding, agreement or other instrument or
        obligation of any kind to which Parent or Merger Sub is a party or by which Parent or
        Merger Sub or any of their respective properties or assets may be bound, or
        (B) violate any order, writ, injunction, decree, judgment, order, statute, rule or
        regulation applicable to Parent or Merger Sub or any of their respective properties or
        assets.


    	Further Assurances. From time to time, at the other party’s request and without
      further consideration, each party hereto shall execute and deliver such additional
      documents and take all such further lawful action as may be necessary or desirable to
      consummate and make effective, in the most expeditious manner practicable, the
      transactions contemplated by this Agreement.


    	Stop Transfer. The Shareholder shall not request that the Company register the
      transfer (book-entry or otherwise) of any certificate or uncertificated interest
      representing any of the Securities, unless such transfer is made in compliance with this
      Agreement. In the event of a stock dividend or distribution, or any change in the Common
      Stock by reason of any stock dividend, split, recapitalization, combination, exchange of
      shares or the like, the term "Securities" shall refer to and include the
      Securities as well as all such stock dividends and distributions and any shares into which
      or for which any and all of the Securities may be changed or exchanged.


    	Shareholder Capacity. By entering into this Agreement, the Shareholder shall not be
      deemed to make any agreement or understanding in this Agreement in his capacity as an
      officer or director of the Company. The Shareholder is entering into this Agreement solely
      in his individual capacity as the record owner and Beneficial Owner of the Securities.
      Nothing in this Agreement shall limit or affect any actions taken by the Shareholder in
      his capacity as an officer or director of the Company, including without limitation, any
      actions taken in accordance with the provisions of Section 4.3 of the Merger Agreement,
      Section 9.1(c)(iii) of the Merger Agreement, or any other provisions of the Merger
      Agreement.


    	Indemnification. Parent shall indemnify and
      hold harmless, to the fullest extent permitted by law, the Shareholder against any losses,
      claims, damages, liabilities, costs and expenses (including attorney’s fees) ("Losses")
      arising out of any claim, action, suit or proceeding (a "Claim") (other
      than any Claim arising out of a breach of a representation, warranty or covenant by the
      Shareholder made in this Agreement) against the Shareholder that is made against the
      Shareholder as a result of the transactions contemplated by this Agreement if and only to
      the extent that (a) the Shareholder is not indemnified and fully reimbursed by the Company
      for all Losses arising out of such Claim or (b) the Shareholder is not fully reimbursed by
      the insurance carrier under the Company’s directors’ and officers’
      liability insurance policy for all Losses arising out of such Claim, and in the event of
      any such Claim, the Shareholder may retain counsel satisfactory to the Shareholder after
      consultation with Parent; provided, however, that (i) Parent shall have the
      right to assume the defense thereof and upon such assumption Parent shall not be liable to
      the Shareholder for any legal expenses subsequently incurred by the Shareholder in
      connection with the defense thereof, except that if Parent elects not to assume such
      defense or counsel for the Shareholder reasonably advises that there are issues that raise
      conflicts of interest between Parent and the Shareholder, the Shareholder may retain
      counsel satisfactory to the Shareholder after consultation with Parent, and Parent shall
      pay the fees and expenses of such counsel for the Shareholder, (ii) Parent shall in all
      cases be obligated pursuant to this Section 9 to pay for only one firm or
      counsel for the Shareholder, and (iii) Parent shall not be liable for any settlement
      effected without its prior written consent (which consent shall not be unreasonably
      withheld, conditioned or delayed). If the Shareholder desires to claim indemnification
      under this Section 9, upon learning of any such Claim, the Shareholder shall
      promptly notify Parent thereof, provided that the failure to so notify shall not
      affect the obligations of Parent under this Section 9 except to the extent
      such failure to notify materially prejudices Parent.  Parent’s obligations under
      this Section 9 shall not expire until 90 days following the termination of all
      statutes of limitations that may be construed to be applicable to the Shareholder in his
      capacity as a shareholder of the Company; provided, however, that all rights
      to indemnification in respect of any Claim asserted or made within such period shall
      continue until the final disposition of such claim. Parent shall advance all fees, costs
      and other expenses ("Expenses") incurred by Shareholder in connection
      with any Losses arising out of any Claim (other than any Claim arising out of a breach of
      a representation, warranty or covenant by the Shareholder made in this Agreement) against
      the Shareholder that is made against the Shareholder as a result of the transactions
      contemplated by this Agreement if and only to the extent that (a) the Shareholder is not
      advanced such Expenses in full by the Company or (b) the Shareholder is not advanced such
      Expenses in full by the insurance carrier under the Company’s directors’ and
      officers’ liability insurance policy. The advances to be made hereunder shall be paid
      by the Parent to Shareholder as soon as practicable but in any event no later than ten
      Business Days after written demand by Shareholder therefor to the Parent. Such written
      demand shall include documentation describing the fees, costs and expenses incurred by
      Shareholder. The Shareholder agrees and acknowledges that the Shareholder will demand from
      the Company and the insurance carrier under the Company’s directors’ and
      officers’ liability insurance policy (A) indemnification and/or reimbursement for
      Losses arising out of any Claim hereunder and (B) advancement of Expenses incurred by the
      Shareholder in connection with any Losses arising out of any Claim hereunder prior to
      submitting such demands for indemnification, reimbursement and/or advancement to Parent
      pursuant to this Section 9.


    	Termination. The covenants, agreements and proxy contained herein with respect to
      the Securities shall terminate upon the earlier of (a) the Effective Time, (b) the date
      the Securities Option expires under Section 2 with respect to a termination of
      the Merger Agreement pursuant to Sections 9.1 (b)(i), 9.1(b)(iii), 9.1(c)(iii) or 9.1(d)
      thereof, (c) the termination of the Merger Agreement pursuant to Sections 9.1(a),
      9.1(b)(ii), 9.1(c)(i) or 9.1(c)(ii) thereof or (d) the date upon which the Merger
      Agreement is amended without the consent of the Shareholder in a manner that is adverse to
      the shareholders of the Company (other than insignificant changes or amendments or other
      than to waive any condition other than the Minimum Condition). Sections 9, 10 and 11
      shall survive the termination of this Agreement.


    	Miscellaneous.



      	Entire Agreement. This Agreement and the Merger Agreement constitute the entire
        agreement between the parties with respect to the subject matter hereof and supersede all
        other prior agreements and understandings, both written and oral, between the parties with
        respect to the subject matter hereof.


      	Binding Agreement. This Agreement and the obligations hereunder shall attach to the
        Securities and shall be binding upon any person or entity to which legal or Beneficial
        Ownership of the Securities shall pass, whether by operation of law or otherwise,
        including, without limitation, the Shareholder’s administrators or successors.
        Notwithstanding any transfer of Securities, the transferor shall remain liable for the
        performance of all obligations of the transferor under this Agreement.


      	Assignment. This Agreement shall not be assigned by operation of law or otherwise
        without the prior written consent of the Shareholder or Parent and Merger Sub, as the case
        may be, provided that Parent or Merger Sub may assign, in sole discretion, rights and
        obligations hereunder to any direct or indirect wholly owned subsidiary of Parent, but no
        such assignment shall relieve Parent or Merger Sub of its obligations hereunder if such
        assignee does not perform such obligations.


      	Amendments, Waivers, Etc. This Agreement may not be amended, changed, supplemented,
        waived or otherwise modified or terminated, except upon the execution and delivery of a
        written agreement executed by the parties hereto.


      	Notices. All notices, consents, waivers and other communications under this
        Agreement must be in writing and will be deemed given to a party when (i) delivered to the
        appropriate address by hand or by nationally recognized overnight courier service (costs
        prepaid), (ii) sent by facsimile or e-mail with confirmation of transmission by the
        transmitting equipment or (iii) received or rejected by the addressee, if sent by
        certified mail, return receipt requested; in each case to the following addresses,
        facsimile numbers or e-mail addresses and marked to the attention of the individual (by
        name or title) designated below (or to such other address, facsimile number, e-mail
        address or individual as a party may designate by notice to the other parties):

If to the Shareholder:

      John W. Straker, Jr.

      4900 Boggs Road

      Zanesville, Ohio 43702-0910

      Facsimile No.: (740) 452-4505

      E-mail Address: jwstrakes@hotmail.com

      If to Parent or Merger Sub:

      Whiting Petroleum Corporation

      1700 Broadway, Suite 2300

      Denver, Colorado 80290

      Attn: James J. Volker, President and CEO

      Facsimile No.: (303) 861-4023

      E-mail Address: JimV@whiting.com

      With a copy (which will not constitute notice) to:

      Welborn Sullivan Meck & Tooley, P.C.

      821 – 17th Street, Suite 500

      Denver, Colorado 80202

      Attn: Kendor P. Jones

      Facsimile No.: (303) 832-2366

      E-mail Address: kjones@wsmtlaw.com

      and Foley & Lardner

      777 East Wisconsin Avenue

      Milwaukee, Wisconsin 53202

      Attn: Benjamin F. Garmer, III

      Facsimile No.: (414) 297-4900

      E-mail Address: bgarmer@foley.com

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


      	Specific Performance. Each of the parties hereto recognizes and acknowledges that a
        breach by it of any covenants or agreements contained in this Agreement will cause the
        other party to sustain damages for which it would not have an adequate remedy at law for
        money damages, and therefore in the event of any such breach the aggrieved party shall be
        entitled to the remedy of specific performance of such covenants and agreements and
        injunctive and other equitable relief in addition to any other remedy to which it may be
        entitled, at law or in equity.


      	Remedies Cumulative. All rights, powers and remedies provided under this Agreement
        or otherwise available in respect hereof at law or in equity shall be cumulative and not
        alternative, and the exercise of any such right, power or remedy by any party shall not
        preclude the simultaneous or later exercise of any other such right, power or remedy by
        such party.


      	No Waiver. The failure of any party hereto to exercise any right, power or remedy
        provided under this Agreement or otherwise available in respect hereof at law or in
        equity, or to insist upon compliance by any other party hereto with its obligations
        hereunder, and any custom or practice of the parties at variance with the terms hereof,
        shall not constitute a waiver by such party of its right to exercise any such or other
        right, power or remedy or to demand such compliance.


      	No Third Party Beneficiaries. This Agreement is not intended to be for the benefit
        of, and shall not be enforceable by, any person or entity who or which is not a party
        hereto.


      	Governing Law. This Agreement shall be construed in accordance with, and governed in
        all respects by, the laws of the State of Colorado (without giving effect to principles of
        conflict of law). In addition, any action, hearing, suit or proceeding arising out of or
        relating to this Agreement or any transaction contemplated hereby must be brought in the
        courts of the State of Colorado, City and County of Denver, or, if it has or can acquire
        jurisdiction, in the federal courts located in the State of Colorado, City and County of
        Denver. Each of the parties irrevocably submits to the exclusive jurisdiction of each such
        court in any such proceeding and waives any objection it may now or hereafter have to
        venue or to convenience of forum. The parties agree that any or all of them may file a
        copy of this Section 11(k) with any court as written evidence of the knowing,
        voluntary and bargained agreement between the parties irrevocably to waive any objections
        to venue or to convenience of forum. Process in any proceeding referred to in this Section
        may be served on any party anywhere in the world. 


      	Attorneys’ Fees. If any suit or other proceeding is brought for the enforcement
        or interpretation of this Agreement, or because of any alleged dispute, breach, default or
        misrepresentation in connection with any of the provisions of this Agreement, the
        successful or prevailing party shall be entitled to recover, from the other party,
        reasonable attorneys’ fees and other costs incurred in that suit or proceeding, in
        addition to any other relief to which such party may be entitled.


      	Descriptive Headings. The descriptive headings used herein are inserted for
        convenience of reference only and are not intended to be part of or to affect the meaning
        or interpretation of this Agreement.


      	Counterparts. This Agreement may be executed in counterparts, each of which shall be
        deemed to be an original, but all of which, taken together, shall constitute one and the
        same agreement.

 


[Signature Page Follows]


 


IN WITNESS WHEREOF, Parent, Merger Sub and the Shareholder have caused
this Agreement to be duly executed as of the day and year first written above.


 



  
    
      
        
          
            
              
                WHITING PETROLEUM CORPORATION

                
              

            

          

          
            
              
                By: /s/ James J. Volker

                Name: James J. Volker

                Title: President and Chief Executive Officer

                WPC EQUITY ACQUISITION CORP.

                By: /s/ James J. Volker

                Name: James J. Volker

                Title: President and Chief Executive Officer

                 

                By: /s/ John W. Straker, Jr.

              

            

          

          
            
              
                John W. Straker, Jr., solely in his individual capacity as a
                shareholder of Equity Oil Company