8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_________________

Date of Report
Date of earliest
event reported):	February 23, 2006

Whiting Petroleum Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-31899	20-0098515
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

1700 Broadway, Suite 2300, Denver, Colorado 80290-2300

(Address of principal executive offices, including ZIP code)

(303) 837-1661

(Registrant's telephone number, including area code)

_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R.ss.230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R.ss.230.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R.ss.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R.ss.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

        On February 23, 2006, the Compensation Committee of the Board of Directors (the “Board”) of Whiting Petroleum Corporation (the “Company”) recommended to the full Board, and the full Board approved, the Whiting Petroleum Corporation Production Participation Plan Amended and Restated February 23, 2006 (the “Plan”).

        The Plan benefits all eligible employees of the Company. Each year, a deemed economic interest in all oil and gas properties acquired or developed during the year is contributed to the Plan. The Compensation Committee of the Board, in its discretion for each Plan year, allocates a percentage of net income (defined as gross revenues less production taxes, royalties and direct lease operating expenses) attributable to such properties to Plan participants. Once contributed and allocated, the interests (not legally conveyed) are fixed for each Plan year. Employees will vest at a rate of 20% per year with respect to the income allocated to the Plan for such year and become fully vested at age 65, regardless of when their interests would otherwise vest. If there are forfeitures, the interests will inure to the benefit of the Company. The full text of the Plan is filed herewith as Exhibit 10.1 and incorporated by reference herein.

        Also on February 23, 2006, the Board approved compensation for the Company’s non-employee directors, effective February 1, 2006, that provides for the payment of an annual retainer in the amount of (i) $36,000 and 1,800 shares of the Company’s restricted stock, to vest in equal installments over three years (the “Restricted Stock”), to each non-employee director; (ii) $20,000 and 1,000 shares of Restricted Stock to the Chair of the Audit Committee; (iii) $15,000 and 750 shares of Restricted Stock to the Chair of the Compensation Committee; (iv) $15,000 and 750 shares of Restricted Stock to the Chair of the Nominating and Corporate Governance Committee; (v) $5,000 to other members of the Audit Committee; and (vi) $3,000 to other members of the Compensation and Nominating and Corporate Governance Committees. Each non-employee director will also receive $1,500 for every Board or Committee meeting that the director attends in person or via telephone (if the telephonic meeting is more than one hour) and $750 for each meeting attended via telephone that is one hour or less. Non-employee directors are also eligible to receive health insurance coverage from the Company. A summary of such compensation is filed herewith as Exhibit 10.2 and incorporated by reference herein.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

    (a)        Not applicable.

    (b)        On February 23, 2006, J.B. Ladd informed the Board of his intention to retire as a director of the Company effective March 1, 2006.

    (c)        Not applicable.

    (d)        On February 23, 2006, the Nominating and Governance Committee of the Board recommended to the full Board that D. Sherwin Artus, the Company’s Senior Vice President, and Thomas P. Briggs be elected to the Board. On February 23, 2006, Mr. Artus and Mr. Briggs were elected to the Board by the vote of the Board without shareholder approval, with such election being effective March 1, 2006. Mr. Briggs was appointed to the Audit and Compensation Committees of the Board. Mr. Artus will not be appointed to any Committees of the Board. Mr. Artus’ term will expire at the 2008 Annual Meeting of Shareholders and Mr. Briggs’ term will expire at the 2007 Annual Meeting of Shareholders.

        On February 23, 2006, the Company also issued a press release announcing the election of the new directors. The Company is filing a copy of such press release as Exhibit 99.1 hereto, which is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

        On February 23, 2006, the Board approved an amendment to Section 6 of the Company’s Amended and Restated By-Laws (the “By-Laws”) relating to the term, resignation and removal of directors to provide that Kenneth R. Whiting, a current director, will be eligible for re-election to the Board until attaining age 81. The full text of the By-Laws, as amended, is filed herewith as Exhibit 3.1 and incorporated by reference herein.

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Item 9.01. Financial Statements and Exhibits.

    (a)        Not applicable.

    (b)        Not applicable.

    (c)        Not applicable.

    (d)        Exhibits:

     (3.1)         Amended and Restated By-laws of Whiting Petroleum Corporation, as amended February 23, 2006.

     (10.1)       Whiting Oil and Gas Corporation Production Participation Plan Amended and Restated February 23, 2006.

     (10.2)       Summary of 2006 Non-Employee Director Compensation for Whiting Petroleum Corporation.

     (99.1)        Press Release of Whiting Petroleum Corporation dated February 23, 2006.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WHITING PETROLEUM CORPORATION
Date: February 24, 2006	By:  /s/ James J. Volker
	James J. Volker
	Chairman, President and         Chief Executive Officer

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WHITING PETROLEUM CORPORATION

FORM 8-K

EXHIBIT INDEX

Exhibit
Number	Description

  (3.1) Amended and Restated By-laws of Whiting Petroleum Corporation, as amended February 23, 2006.

(10.1) Whiting Oil and Gas Corporation Production Participation Plan Amended and Restated February 23, 2006.

(10.2) Summary of 2006 Non-Employee Director Compensation for Whiting Petroleum Corporation.

(99.1) Press Release of Whiting Petroleum Corporation dated February 23, 2006.

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EX-3.1

AMENDED AND RESTATED
BY-LAWS
OF
WHITING PETROLEUM CORPORATION

ARTICLE I

OFFICES

        Section 1.    Registered Office.    The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

        Section 2.    Other Offices.    The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

        Section 1.    Place of Meetings.    Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware as shall be designated from time to time by the Board of Directors. The Board of Directors may, in its sole discretion, determine that a meeting of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication in the manner authorized by the General Corporation Law of the State of Delaware (the “DGCL”).

        Section 2.    Annual Meetings.    The annual meeting of the stockholders (the “Annual Meeting”) for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board of Directors. Any other proper business brought in accordance with Section 14 of this Article II may be transacted at the Annual Meeting.

        Section 3.    Special Meetings.     Unless otherwise required by law or by the certificate of incorporation of the Corporation, as amended and restated from time to time (the “Certificate of Incorporation”), a special meeting of the stockholders (a “Special Meeting”), for any purpose or purposes, may be called only by (a) the Chairman of the Board of Directors, if there be one, (b) the President or (c) a majority of the entire Board of Directors. At a Special Meeting, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors.

        Section 4.    Notice.     Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting, shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

        Section 5.    Adjournments.     Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting in accordance with the requirements of Section 4 of this Article II shall be given to each stockholder of record entitled to vote at the meeting.

        Section 6.    Quorum.     Unless otherwise required by applicable law or the Certificate of Incorporation, the holders of a majority of the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 5 of this Article II, until a quorum shall be present or represented.

        Section 7.    Voting.     Unless otherwise required by law, the Certificate of Incorporation or these By-laws, any question brought before any meeting of stockholders, other than the election of directors, shall be decided by the vote of the holders of a majority of the total number of votes of the Corporation’s capital stock represented and entitled to vote thereat, voting as a single class. Unless otherwise provided in the Certificate of Incorporation, and subject to Section 10 of this Article II, each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy as provided in Section 8 of this Article II but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

        Section 8.    Proxies.    Each stockholder entitled to vote at a meeting of the stockholders may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after three years from its date, unless such proxy provides for a longer period. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:

                (a)     A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

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                (b)     A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors, or if there are no inspectors, such other persons making that determination shall specify the information on which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

        Section 9.    List of Stockholders Entitled to Vote.     The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present. If the meeting is to be held solely by means of remote communication then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

        Section 10.    Record Date.     In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day next preceding the date on which notice is given, or, if notice is waived, at the close of business on the next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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        Section 11.    Stock Ledger.    The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 9 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

        Section 12.    Conduct of Meetings.    The Board of Directors of the Corporation may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants.

        Section 13.    Inspectors of Election.    In advance of any meeting of the stockholders, the Board of Directors, by resolution, the Chairman or the President shall appoint one or more inspectors to act at the meeting and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of the stockholders, the Chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by applicable law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and such other facts as may be required by applicable law.

        Section 14.    Nature of Business at Meetings of Stockholders.     No business may be transacted at an Annual Meeting, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the Annual Meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the Annual Meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 14 and on the record date for the determination of stockholders entitled to vote at such Annual Meeting and (ii) who complies with the notice procedures set forth in this Section 14.

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        In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

        To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty days nor more than ninety days prior to the anniversary date of the immediately preceding Annual Meeting; provided, however, that in the event that the Annual Meeting is called for a date that is not within thirty days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs.

        To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the Annual Meeting (a) a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting, (b) the name and record address of such stockholder, (c) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (d) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (e) a representation that such stockholder intends to appear in person or by proxy at the Annual Meeting to bring such business before the meeting.

        No business shall be conducted at the Annual Meeting except business brought before the Annual Meeting in accordance with the procedures set forth in this Section 14; provided, however, that, once business has been properly brought before the Annual Meeting in accordance with such procedures, nothing in this Section 14 shall be deemed to preclude discussion by any stockholder of any such business. If the Chairman of an Annual Meeting determines that business was not properly brought before the Annual Meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

        Section 15.    Nomination of Directors.    Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any Annual Meeting, or at any Special Meeting called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 15 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 15.

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        In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

        To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation (a) in the case of an Annual Meeting, not less than sixty days nor more than ninety days prior to the anniversary date of the immediately preceding Annual Meeting; provided, however, that in the event that the Annual Meeting is called for a date that is not within thirty days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs; and (b) in the case of a Special Meeting called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which notice of the date of the Special Meeting was mailed or public disclosure of the date of the Special Meeting was made, whichever first occurs.

        To be in proper written form, a stockholder’s notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

        No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 15. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

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ARTICLE III

DIRECTORS

        Section 1.    Number and Election of Directors.     The entire Board of Directors shall consist of not less than one nor more than twelve members, the exact number of which shall be determined from time to time exclusively by resolution adopted by the Board of Directors. The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The initial division of the Board of Directors into classes shall be made by the decision of the affirmative vote of a majority of the entire Board of Directors. The term of the initial Class I directors shall terminate on the date of the 2004 Annual Meeting; the term of the initial Class II directors shall terminate on the date of the 2005 Annual Meeting; and the term of the initial Class III directors shall terminate on the date of the 2006 Annual Meeting. At each succeeding Annual Meeting beginning in 2004, successors to the class of directors whose term expires at that Annual Meeting shall be elected for a three-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. Except as provided in Section 2 of this Article III, directors shall be elected by the stockholders at the Annual Meetings, and each director so elected shall hold office until such director’s successor is duly elected and qualified, or until such director’s death, or until such director’s earlier resignation or removal. Directors need not be stockholders.

        Section 2.    Vacancies.     Unless otherwise required by law or the Certificate of Incorporation, vacancies arising through death, resignation, removal, an increase in the number of directors or otherwise may be filled only by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier death, resignation or removal.

        Section 3.    Duties and Powers.     The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

        Section 4.    Meetings.     The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, if there be one, the President or a majority of the directors then in office. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight hours before the date of the meeting, by telephone or telegram or electronic means on twenty-four hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

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        Section 5.    Organization.    At each meeting of the Board of Directors, the Chairman of the Board of Directors, or, in his or her absence, a director chosen by a majority of the directors present, shall act as chairman. The Secretary of the Corporation shall act as secretary at each meeting of the Board of Directors. In case the Secretary shall be absent from any meeting of the Board of Directors, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

        Section 6.    Term, Resignation and Removal of Directors.    No person who has attained seventy-five (75) years of age shall be eligible for election or re-election to the Board of Directors; provided, however, that Kenneth R. Whiting shall be eligible for re-election to the Board of Directors until attaining age 81. Any director who has attained seventy-five (75) years of age (or, in the case of the individual specified in the prior sentence, the age specified in the prior sentence) shall resign from the Board of Directors effective as of the next Annual Meeting. Any director of the Corporation may resign at any time, by giving notice in writing or by electronic transmission to the Chairman of the Board of Directors, the President or the Secretary of the Corporation. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. If any director of the Corporation experiences a material change in employment status (including termination of employment, retirement or a material decrease in job responsibilities) from that when the director was most recently elected to the Board of Directors, then such director shall be deemed to have automatically tendered his or her resignation as a director of the Corporation, which may be accepted by the remainder of the Board of Directors, in its sole discretion, and, if so accepted, shall be effective as of such acceptance. Except as otherwise required by applicable law, any director or the entire Board of Directors may be removed from office at any time, but only for cause, by the affirmative vote of the holders of at least seventy percent in voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors.

        Section 7.    Quorum.     Except as otherwise required by law or the Certificate of Incorporation, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

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        Section 8.    Actions of the Board by Written Consent.    Unless otherwise provided in the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

        Section 9.    Meetings by Means of Conference Telephone.    Unless otherwise provided in the Certificate of Incorporation or these By-Laws, members of the Board of Directors of the Corporation, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 9 shall constitute presence in person at such meeting.

        Section 10.    Committees.    The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required.

        Section 11.    Compensation.    The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary for service as director, payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

        Section 12.    Interested Directors.    No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because the director or officer’s vote is counted for such purpose if (a) the material facts as to the director or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (b) the material facts as to the director or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE IV

OFFICERS

        Section 1.    General.    The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law or the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

        Section 2.    Election.    The Board of Directors, at its first meeting held after each Annual Meeting of Stockholders, shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier death, resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

        Section 3.    Voting Securities Owned by the Corporation.    Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President or any other officer authorized to do so by the Board of Directors and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

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        Section 4.    Chairman of the Board of Directors.    The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board of Directors shall be the Chief Executive Officer of the Corporation, unless the Board of Directors designates the President as the Chief Executive Officer, and, except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by these By-Laws or by the Board of Directors.

        Section 5.    President.    The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute all bonds, mortgages, contracts and other instruments of the Corporation except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and, provided the President is also a director, the Board of Directors. If there be no Chairman of the Board of Directors, or if the Board of Directors shall otherwise designate, the President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these By-Laws or by the Board of Directors.

        Section 6.    Vice Presidents.    At the request of the President or in the President’s absence or in the event of the President’s inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President, or the Vice Presidents if there is more than one (in the order designated by the Board of Directors), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

        Section 7.    Secretary.    The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board of Directors or the President, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

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        Section 8.    Treasurer.    The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of the Treasurer and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

        Section 9.    Assistant Secretaries.    Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of the Secretary’s disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

        Section 10.    Assistant Treasurers.    Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of the Treasurer’s disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Assistant Treasurer and for the restoration to the Corporation, in case of the Assistant Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant Treasurer’s possession or under the Assistant Treasurer’s control belonging to the Corporation.

        Section 11.    Other Officers.    Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

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ARTICLE V

STOCK

        Section 1.    Form of Certificates.    Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation (a) by the Chairman of the Board of Directors, the President or a Vice President and (b) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such stockholder in the Corporation.

        Section 2.    Signatures.    Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

        Section 3.    Lost Certificates.    The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or the owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate.

        Section 4.    Transfers.    Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; provided however, that such surrender and endorsement or payment of taxes shall not be required in any case in which the officers of the corporation shall determine to waive such requirement. Every certificate exchanged, returned or surrendered to the Corporation shall be marked “cancelled” with the date of cancellation, by the Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

        Section 5.    Dividend Record Date.    In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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        Section 6.    Record Owners.    The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

        Section 7.    Transfer and Registry Agents.    The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

ARTICLE VI

NOTICES

        Section 1.    Notices.    Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under applicable law, the Certificate of Incorporation or these By-Laws shall be effective if given by a form of electronic transmission if consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed to be revoked if (a) the Corporation is unable to deliver by electronic transmission two consecutive notices by the Corporation in accordance with such consent and (b) such inability becomes known to the Secretary or Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given by electronic transmission, as described above, shall be deemed given: (a) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (b) if by electronic mail, when directed to an electronic mail, at which the stockholder has consented to receive notice; (c) if by a posting on an electronic network, together with separate notice to the stockholder of such specific posting, upon the later of (i) such posting and (ii) the giving of such separate notice; and (d) if by any other form of electronic transmission, when directed to the stockholder. Notice to directors or committee members may also be given personally by telegram, telex or cable or by means of electronic transmission.

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        Section 2.    Waivers of Notice.    Whenever any notice is required by applicable law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to notice, or a waiver by electronic transmission, by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any Annual or Special Meeting of Stockholders or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation or these By-Laws.

ARTICLE VII

GENERAL PROVISIONS

        Section 1.    Dividends.    Dividends upon the capital stock of the Corporation, subject to the requirements of the DGCL and the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting of the Board of Directors (or any action by written consent in lieu thereof in accordance with Section 8 of Article III hereof), and may be paid in cash, in property, or in shares of the Corporation’s capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of capital stock, warrants, rights, options, bond, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

        Section 2.    Disbursements.    All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

        Section 3.    Fiscal Year.    The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

        Section 4.    Corporate Seal.    The Corporation shall not be required to have a corporate seal.

ARTICLE VIII

INDEMNIFICATION

        Section 1.    Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation.    Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

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        Section 2.    Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation.    Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

        Section 3.    Authorization of Indemnification.    Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (a) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (b) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (d) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

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        Section 4.    Good Faith Defined.    For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.

        Section 5.    Indemnification by a Court.    Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

        Section 6.    Expenses Payable in Advance.    Expenses incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

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        Section 7.    Nonexclusivity of Indemnification and Advancement of Expenses.    The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 1 and Section 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.

        Section 8.    Insurance.    The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.

        Section 9.    Certain Definitions.    For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The term “another enterprise” as used in this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

        Section 10.    Survival of Indemnification and Advancement of Expenses.    The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

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        Section 11.    Limitation on Indemnification.    Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article VIII), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

        Section 12.    Indemnification of Employees and Agents.    The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX

AMENDMENTS

        Section 1.    Amendments.     In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power to adopt, amend, alter or repeal the Corporation’s By-Laws. The affirmative vote of at least a majority of the entire Board of Directors shall be required to adopt, amend, alter or repeal the Corporation’s By-Laws. The Corporation’s By-Laws also may be adopted, amended, altered or repealed by the affirmative vote of the holders of at least seventy percent of the voting power of the shares entitled to vote at an election of directors.

        Section 2.    Entire Board of Directors.    As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

* * *

Last amended as of March 1, 2006.

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EX-10.1

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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EX-10.2

WHITING PETROLEUM CORPORATION
SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION

	Effective February 1, 2006
			Committee Service
	Board Service		Audit		Compensation		Nominating and Governance
Annual Retainer		$36,000
Restricted Stock, vesting over three years		1,800 shares
Committee Chair Annual Retainer				$20,000		$15,000		$15,000
Committee Chair Restricted Stock, vesting
over three years				1,000		750		750
Committee Member Annual Retainer				$  5,000		$  3,000		$  3,000
Meeting fee, including telephonic meetings of
over one hour		$  1,500		$  1,500		$  1,500		$  1,500
Telephonic meetings of one hour or less		$     750		$     750		$     750		$     750

Non-employee directors are also eligible to receive health insurance coverage from Whiting Petroleum Corporation.

EX-99.1

Company contact:	John B. Kelso, Director of Investor Relations
	303.837.1661 or john.kelso@whiting.com

Whiting Petroleum Names Two New Directors to Its Board

DENVER - February 23, 2006 - Whiting Petroleum Corporation (NYSE: WLL) today announced that it has named Thomas P. Briggs and D. Sherwin Artus to the Company's Board of Directors. The Company also announced the retirement of Director J. B. Ladd.

Mr. Briggs, who will be an independent director of Whiting, will succeed Mr. Ladd, one of the Company’s founders and a director since Whiting Petroleum’s inception in 1980. With the addition of Mr. Artus, the Company has expanded its Board of Directors to seven members. The changes in the Board are effective March 1, 2006.

James J. Volker, Chairman, President and Chief Executive Officer of Whiting Petroleum, said, “I am extremely pleased to have Tom and Sherwin joining Whiting’s Board. Both have extensive experience in the energy industry. With Sherwin’s strong background in operations and Tom’s strong background in oil and gas financial and legal matters, we are getting two excellent directors. I’d also like to thank Bert for his invaluable contributions to Whiting over the last 25 years. We clearly would not be where we are today without his dedication to the Company. We wish him all the best.”

Mr. Briggs has 25 years of management experience as a CFO in public and private companies primarily in the oil and gas and food industries, and also has 10 years of public accounting experience in two of the current four worldwide firms. Mr. Briggs is currently CFO of Healthy Food Holdings, Inc., a Boulder-based holding and management company for branded food companies. He was recently CFO of Horizon Organic, the largest organic foods company in the United States, which was acquired by Dean Foods in 2004. During the 1970s and 1980s he was a tax and M&A consultant to oil and gas exploration companies, and later CFO and senior officer in two Denver-based independent oil and gas companies. He is a past director of the Independent Petroleum Association of the Mountain States (IPAMS). Mr. Briggs holds a Bachelor of Arts degree in accounting from Duke University, and a Juris Doctorate degree from the Georgetown University Law Center. He is currently a board member and Chairman of the Audit Committee of Corrpro Companies, a publicly-held engineering and construction services company headquartered in Cleveland.

Mr. Artus joined Whiting in January 1989 as Vice President of Operations and became Executive Vice President and Chief Operating Officer in July 1999. In January 2000, he was appointed President and Chief Executive Officer and a director. In January 2002, he became Senior Vice President. He has been in the oil and natural gas business for more than 40 years. Mr. Artus holds a Bachelor’s Degree in geologic engineering and a Master’s Degree in mining engineering from the South Dakota School of Mines and Technology.

About Whiting Petroleum Corporation

Whiting Petroleum Corporation is a growing energy company based in Denver, Colorado. Whiting Petroleum Corporation is a holding company engaged in oil and natural gas acquisition, exploitation, exploration and production activities primarily in the Permian Basin, Rocky Mountain, Mid-Continent, Gulf Coast and Michigan regions of the United States. The Company’s stock trades publicly under the symbol WLL on the New York Stock Exchange. For further information, please visit www.whiting.com.

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