10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

		Commission file number:  001-31899 WHITING PETROLEUM CORPORATION
		(Exact name of registrant as specified in its charter)
Delaware			20-0098515
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
1700 Broadway, Suite 2300 Denver, Colorado			80290-2300
(Address of principal executive offices)			(Zip code)
	(303) 837-1661
	(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes T   No  £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  T   No  £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filerT Accelerated filer    £ Non-accelerated filer£ Smaller reporting company   £

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).       Yes£NoT

Number of shares of the registrant’s common stock outstanding at July 15, 2011:  117,380,843 shares.

TABLE OF CONTENTS

Glossary of Certain Definitions		1
PART I — FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (Unaudited)	2
	Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010	2
	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2011 and 2010	3
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010	4
	Consolidated Statements of Equity and Comprehensive Income for the Six Months Ended June 30, 2011 and 2010	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4.	Controls and Procedures	39
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 6.	Exhibits	40
	Certificate of Amendment to the Restated Certificate of Incorporation
	Restated Certificate of Incorporation
	Certification by the Chairman and Chief Executive Officer
	Certification by the Vice President and Chief Financial Officer
	Written Statement of the Chairman and Chief Executive Officer
	Written Statement of the Vice President and Chief Financial Officer

GLOSSARY OF CERTAIN DEFINITIONS

Unless the context otherwise requires, the terms “we,” “us,” “our” or “ours” when used in this report refer to Whiting Petroleum Corporation, together with its consolidated subsidiaries.  When the context requires, we refer to these entities separately.

We have included below the definitions for certain terms used in this report:

“Bbl” One stock tank barrel, or 42 U.S. gallons liquid volume, used in this report in reference to oil and other liquid hydrocarbons.

“Bcf” One billion cubic feet of natural gas.

“BOE” One stock tank barrel equivalent of oil, calculated by converting natural gas volumes to equivalent oil barrels at a ratio of six Mcf to one Bbl of oil.

“FASB” The Financial Accounting Standards Board.

“FASB ASC” The FASB Accounting Standards Codification.

“GAAP” Generally accepted accounting principles in the United States of America.

“MBbl” One thousand barrels of oil or other liquid hydrocarbons.

“MBOE” One thousand BOE.

“MBOE/d” One MBOE per day.

“Mcf” One thousand cubic feet of natural gas.

“MMBbl” One million Bbl.

“MMBOE” One million BOE.

“MMBtu” One million British Thermal Units.

“MMcf” One million cubic feet of natural gas.

“MMcf/d” One MMcf per day.

 “plugging and abandonment” Refers to the sealing off of fluids in the strata penetrated by a well so that the fluids from one stratum will not escape into another or to the surface.  Regulations of many states require plugging of abandoned wells.

 “working interest” The interest in a crude oil and natural gas property (normally a leasehold interest) that gives the owner the right to drill, produce and conduct operations on the property and a share of production, subject to all royalties, overriding royalties and other burdens and to all costs of exploration, development and operations and all risks in connection therewith.

1

PART I – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

WHITING PETROLEUM CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share and per share data)

	June 30,			December 31,
ASSETS	2011			2010
Current assets:
Cash and cash equivalents	$	11,089		$	18,952
Accounts receivable trade, net		211,937			199,713
Prepaid expenses and other		20,189			14,878
Total current assets		243,215			233,543
Property and equipment:
Oil and gas properties, successful efforts method:
Proved properties		6,337,627			5,661,619
Unproved properties		319,271			226,336
Other property and equipment		140,428			98,092
Total property and equipment		6,797,326			5,986,047
Less accumulated depreciation, depletion and amortization		(1,845,652	)		(1,630,824	)
Total property and equipment, net		4,951,674			4,355,223
Debt issuance costs		33,388			34,226
Other long-term assets		58,655			25,785
TOTAL ASSETS	$	5,286,932		$	4,648,777
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable trade	$	77,020		$	35,016
Accrued capital expenditures		96,005			84,789
Accrued liabilities and other		115,020			153,062
Revenues and royalties payable		100,435			82,124
Taxes payable		31,194			30,291
Derivative liabilities		61,820			69,375
Deferred income taxes		3,135			4,548
Total current liabilities		484,629			459,205
Long-term debt		1,060,000			800,000
Deferred income taxes		662,036			539,071
Derivative liabilities		98,735			95,256
Production Participation Plan liability		83,731			81,524
Asset retirement obligations		80,369			76,994
Deferred gain on sale		35,748			41,460
Other long-term liabilities		25,876			23,952
Total liabilities		2,531,124			2,117,462
Commitments and contingencies
Equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; 6.25% convertible perpetual preferred stock, 172,400 shares issued and outstanding as of June 30, 2011 and 172,500 shares issued and outstanding as of December 31, 2010, aggregate liquidation preference of $17,240,000 at June 30, 2011		-			-
Common stock, $0.001 par value, 300,000,000 shares authorized; 118,113,052 issued and 117,380,843 outstanding as of June 30, 2011, 117,967,876 issued and 117,098,506 outstanding as of December 31, 2010 (1)		118			59
Additional paid-in capital		1,547,342			1,549,822
Accumulated other comprehensive income		2,325			5,768
Retained earnings		1,197,690			975,666
Total Whiting shareholders’ equity		2,747,475			2,531,315
Noncontrolling interest		8,333			-
Total equity		2,755,808			2,531,315
TOTAL LIABILITIES AND EQUITY	$	5,286,932		$	4,648,777
(1) All common share amounts (except par value and par value per share amounts) have been retroactively restated as of December 31, 2010 to reflect the Company’s two-for-one stock split in February 2011, as described in Note 8 to these consolidated financial statements.
See notes to consolidated financial statements.

2

WHITING PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(In thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
REVENUES AND OTHER INCOME:
Oil and natural gas sales	$	473,865		$	363,028		$	899,548		$	703,722
Gain on hedging activities		2,391			8,525			5,454			15,259
Amortization of deferred gain on sale		3,570			4,022			6,937			7,759
Gain on sale of properties		1,227			1,918			1,227			1,918
Interest income and other		153			134			261			240
Total revenues and other income		481,206			377,627			913,427			728,898
COSTS AND EXPENSES:
Lease operating		73,785			67,730			145,307			128,585
Production taxes		34,258			26,050			65,902			51,148
Depreciation, depletion and amortization		110,250			94,583			217,978			192,132
Exploration and impairment		20,171			14,509			42,408			27,415
General and administrative		20,913			15,402			39,326			29,036
Interest expense		15,279			15,632			29,737			31,324
Change in Production Participation Plan liability		2,650			4,747			2,207			5,692
Commodity derivative (gain) loss, net		(113,618	)		(63,496	)		20,820			(78,418	)
Total costs and expenses		163,688			175,157			563,685			386,914
INCOME BEFORE INCOME TAXES		317,518			202,470			349,742			341,984
INCOME TAX EXPENSE:
Current		1,565			5,308			3,615			6,638
Deferred		112,804			71,845			123,564			123,418
Total income tax expense		114,369			77,153			127,179			130,056
NET INCOME		203,149			125,317			222,563			211,928
Preferred stock dividends		(269	)		(5,391	)		(539	)		(10,781	)
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$	202,880		$	119,926		$	222,024		$	201,147
EARNINGS PER COMMON SHARE(1):
Basic	$	1.73		$	1.18		$	1.89		$	1.97
Diluted	$	1.71		$	1.06		$	1.87		$	1.79
WEIGHTED AVERAGE SHARES OUTSTANDING(1) :
Basic		117,373			101,989			117,308			101,906
Diluted		118,659			118,449			118,707			118,469
(1) All share and per share amounts have been retroactively restated for the 2010 periods to reflect the Company’s two-for-one stock split in February 2011, as described in Note 8 to these consolidated financial statements.
See notes to consolidated financial statements.

3

WHITING PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

	Six Months Ended June 30,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	222,563		$	211,928
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		217,978			192,132
Deferred income tax expense		123,564			123,418
Amortization of debt issuance costs and debt discount		4,241			5,724
Stock-based compensation		6,627			4,390
Amortization of deferred gain on sale		(6,937	)		(7,759	)
Gain on sale of properties		(1,227	)		(1,918	)
Undeveloped leasehold and oil and gas property impairments		15,442			7,700
Exploratory dry hole costs		4,297			2,597
Change in Production Participation Plan liability		2,207			5,692
Unrealized (gain) loss on derivative contracts		(8,570	)		(105,236	)
Other non-current		(4,955	)		(2,287	)
Changes in current assets and liabilities:
Accounts receivable trade		(12,224	)		(17,027	)
Prepaid expenses and other		(5,862	)		(2,333	)
Accounts payable trade and accrued liabilities		11,860			3,561
Revenues and royalties payable		18,311			18,266
Taxes payable		903			1,285
Net cash provided by operating activities		588,218			440,133
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquisition capital expenditures		(163,341	)		(33,963	)
Drilling and development capital expenditures		(660,006	)		(264,015	)
Proceeds from sale of oil and gas properties		1,734			7,842
Issuance of note receivable		(25,000	)		-
Net cash used in investing activities		(846,613	)		(290,136	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions from noncontrolling interest		2,500			-
Preferred stock dividends paid		(539	)		(10,781	)
Long-term borrowings under credit agreement		910,000			240,000
Repayments of long-term borrowings under credit agreement		(650,000	)		(370,000	)
Debt issuance costs		(2,381	)		-
Restricted stock used for tax withholdings		(9,048	)		(5,655	)
Net cash provided by (used in) financing activities		250,532			(146,436	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(7,863	)		3,561
CASH AND CASH EQUIVALENTS:
Beginning of period		18,952			11,960
End of period	$	11,089		$	15,521
See notes to consolidated financial statements.				(Continued)

4

WHITING PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

	Six Months Ended June 30,
	2011		2010
NONCASH INVESTING ACTIVITIES:
Accrued capital expenditures	$	96,005	$	56,158
NONCASH FINANCING ACTIVITIES:
Contributions from noncontrolling interest	$	5,833	$	-
See notes to consolidated financial statements.			(Concluded)

5

WHITING PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY

AND COMPREHENSIVE INCOME (Unaudited)

(In thousands)

	Preferred Stock				Common Stock(1)				Additional Paid-			Accumulated Other Comprehensive			Retained			Total Whiting Shareholders’			Noncontrolling					Comprehensive
	Shares		Amount		Shares		Amount		in Capital			Income (Loss)			Earnings			Equity			Interest		Total Equity			Income (Loss)
BALANCES-January 1, 2010	3,450		$	3	102,728		$	51	$	1,546,635		$	20,413		$	702,983		$	2,270,085		$	-	$	2,270,085
Net income	-			-	-			-		-			-			211,928			211,928			-		211,928		$	211,928
OCI amortization on de-designated hedges, net of taxes of $5,626	-			-	-			-		-			(9,633	)		-			(9,633	)		-		(9,633	)		(9,633	)
Total comprehensive income																										$	202,295
Restricted stock issued	-			-	323			-		-			-			-			-			-		-
Restricted stock forfeited	-			-	(12	)		-		-			-			-			-			-		-
Restricted stock used for tax withholdings	-			-	(155	)		-		(5,655	)		-			-			(5,655	)		-		(5,655	)
Stock-based compensation	-			-	-			-		4,390			-			-			4,390			-		4,390
Preferred dividends paid	-			-	-			-		-			-			(10,781	)		(10,781	)		-		(10,781	)
BALANCES-June 30, 2010	3,450		$	3	102,884		$	51	$	1,545,370		$	10,780		$	904,130		$	2,460,334		$	-	$	2,460,334
BALANCES-January 1, 2011	173		$	-	117,968		$	59	$	1,549,822		$	5,768		$	975,666		$	2,531,315		$	-	$	2,531,315
Net income	-			-	-			-		-			-			222,563			222,563			-		222,563		$	222,563
OCI amortization on de-designated hedges, net of taxes of $2,011	-			-	-			-		-			(3,443	)		-			(3,443	)		-		(3,443	)		(3,443	)
Total comprehensive income																										$	219,120
Conversion of preferred stock to common	(1	)		-	1			-		-			-			-			-			-		-
Two-for-one stock split	-			-	-			59		(59	)		-			-			-			-		-
Contributions from noncontrolling interest	-			-	-			-		-			-			-			-			8,333		8,333
Restricted stock issued	-			-	304			-		-			-			-			-			-		-
Restricted stock forfeited	-			-	(12	)		-		-			-			-			-			-		-
Restricted stock used for tax withholdings	-			-	(148	)		-		(9,048	)		-			-			(9,048	)		-		(9,048	)
Stock-based compensation	-			-	-			-		6,627			-			-			6,627			-		6,627
Preferred dividends paid	-			-	-			-		-			-			(539	)		(539	)		-		(539	)
BALANCES-June 30, 2011	172		$	-	118,113		$	118	$	1,547,342		$	2,325		$	1,197,690		$	2,747,475		$	8,333	$	2,755,808
(1) All common share amounts (except par values) have been retroactively restated for all periods presented to reflect the Company’s two-for-one stock split in February 2011, as described in Note 8 to these consolidated financial statements.
See notes to consolidated financial statements.

6

WHITING PETROLEUM CORPORATION

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (Unaudited)

1.           BASIS OF PRESENTATION

Description of Operations—Whiting Petroleum Corporation, a Delaware corporation, is an independent oil and gas company that acquires, exploits, develops and explores for crude oil, natural gas and natural gas liquids primarily in the Permian Basin, Rocky Mountains, Mid-Continent, Gulf Coast and Michigan regions of the United States.  Unless otherwise specified or the context otherwise requires, all references in these notes to “Whiting” or the “Company” are to Whiting Petroleum Corporation and its consolidated subsidiaries.

Consolidated Financial Statements—The unaudited consolidated financial statements include the accounts of Whiting Petroleum Corporation, its consolidated subsidiaries and Whiting’s pro rata share of the accounts of Whiting USA Trust I pursuant to Whiting’s 15.8% ownership interest.  Investments in entities which give Whiting significant influence, but not control, over the investee are accounted for using the equity method.  Under the equity method, investments are stated at cost plus the Company’s equity in undistributed earnings and losses.  All intercompany balances and transactions have been eliminated upon consolidation.  These financial statements have been prepared in accordance with GAAP for interim financial reporting.  In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly, in all material respects, the Company’s interim results.  However, operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year.  Whiting’s 2010 Annual Report on Form 10-K includes certain definitions and a summary of significant accounting policies and should be read in conjunction with this Form 10-Q.  Except as disclosed herein, there have been no material changes to the information disclosed in the notes to the consolidated financial statements included in Whiting’s 2010 Annual Report on Form 10-K.

Earnings Per Share—Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during each period.  Diluted earnings per common share is calculated by dividing adjusted net income available to common shareholders by the weighted average number of diluted common shares outstanding, which includes the effect of potentially dilutive securities.  Potentially dilutive securities for the diluted earnings per share calculations consist of unvested restricted stock awards and outstanding stock options using the treasury method, as well as convertible perpetual preferred stock using the if-converted method.  In the computation of diluted earnings per share, excess tax benefits that would be created upon the assumed vesting of unvested restricted shares or the assumed exercise of stock options (i.e. hypothetical excess tax benefits) are included in the assumed proceeds component of the treasury share method to the extent that such excess tax benefits are more likely than not to be realized.  When a loss from continuing operations exists, all potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted earnings per share.

2.           ACQUISITIONS

2011 Acquisitions

On March 18, 2011, Whiting and an unrelated third party formed Sustainable Water Resources, LLC (“SWR”) to develop a water project in the state of Colorado.  The Company contributed $25.0 million for a 75% interest in SWR, and the 25% noncontrolling interest in SWR was ascribed a fair value of $8.3 million, which consisted of $2.5 million in cash contributions, as well as $5.8 million in intangible and fixed assets contributed to the joint venture.There were no significant results of operations attributable to the noncontrolling interest since its inception through the period ended June 30, 2011.

7

On February 15, 2011, the Company completed the acquisition of 6,000 net undeveloped acres and additional working interests in the Pronghorn field in Billings and Stark Counties, North Dakota, for an aggregate purchase price of $40.0 million and an effective date of February 1, 2011.

2010 Acquisitions

In September 2010, Whiting acquired operated interests in 19 producing oil and gas wells, undeveloped acreage, and gathering lines, all of which are located on approximately 20,400 gross (16,100 net) acres in Weld County, Colorado.  The aggregate purchase price was $19.2 million; substantially all of which was allocated to the properties and acreage acquired.  Disclosures of pro forma revenues and net income for this acquisition are not material and have not been presented accordingly.

In August 2010, Whiting acquired oil and gas leasehold interests covering approximately 112,000 gross (90,200 net) acres in the Montana portion of the Williston Basin for $26.0 million.  The undeveloped acreage is located in Roosevelt and Sheridan counties.

3.           LONG-TERM DEBT

Long-term debt consisted of the following at June 30, 2011 and December 31, 2010 (in thousands):

	June 30, 2011		December 31, 2010
Credit agreement	$	460,000	$	200,000
6.5% Senior Subordinated Notes due 2018		350,000		350,000
7% Senior Subordinated Notes due 2014		250,000		250,000
Total debt	$	1,060,000	$	800,000

Credit Agreement—Whiting Oil and Gas Corporation (“Whiting Oil and Gas”), the Company’s wholly-owned subsidiary, has a credit agreement with a syndicate of banks.  As of June 30, 2011, this credit facility had a borrowing base of $1.1 billion with $638.6 million of available borrowing capacity, which is net of $460.0 million in borrowings and $1.4 million in letters of credit outstanding.  The credit agreement provides for interest only payments until April 2016, when the agreement expires and all outstanding borrowings are due.  In April 2011, Whiting Oil and Gas entered into an amendment to its existing credit agreement that decreased the interest margins on outstanding borrowings and extended the principal repayment date from October 2015 to April 2016.

The borrowing base under the credit agreement is determined at the discretion of the lenders, based on the collateral value of the Company’s proved reserves that have been mortgaged to its lenders, and is subject to regular redeterminations on May 1 and November 1 of each year, as well as special redeterminations described in the credit agreement, in each case which may reduce the amount of the borrowing base.  A portion of the revolving credit facility in an aggregate amount not to exceed $50.0 million may be used to issue letters of credit for the account of Whiting Oil and Gas or other designated subsidiaries of the Company.  As of June 30, 2011, $48.6 million was available for additional letters of credit under the agreement.

Interest accrues at the Company’s option at either (i) a base rate for a base rate loan plus the margin in the table below, where the base rate is defined as the greatest of the prime rate, the federal funds rate plus 0.50% or an adjusted LIBOR rate plus 1.00%, or (ii) an adjusted LIBOR rate for a Eurodollar loan plus the margin in the table below.  Additionally, the Company also incurs commitment fees as set forth in the table below on the unused portion of the lesser of the aggregate commitments of the lenders or the borrowing base, and are included as a component of interest expense.  At June 30, 2011, the weighted average interest rate on the outstanding principal balance under the credit agreement was 2.0%.

8

Ratio of Outstanding Borrowings to Borrowing Base	Applicable Margin for Base Rate Loans	Applicable Margin for Eurodollar Loans	Commitment Fee
Less than 0.25 to 1.0	0.50%	1.50%	0.375%
Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0	0.75%	1.75%	0.375%
Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0	1.00%	2.00%	0.50%
Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0	1.25%	2.25%	0.50%
Greater than or equal to 0.90 to 1.0	1.50%	2.50%	0.50%

The credit agreement contains restrictive covenants that may limit the Company’s ability to, among other things, incur additional indebtedness, sell assets, make loans to others, make investments, enter into mergers, enter into hedging contracts, incur liens and engage in certain other transactions without the prior consent of its lenders.  Except for limited exceptions, which include the payment of dividends on the Company’s 6.25% convertible perpetual preferred stock, the credit agreement also restricts our ability to make any dividend payments or distributions on its common stock.  These restrictions apply to all of the net assets of the subsidiaries.  The credit agreement requires the Company, as of the last day of any quarter, (i) to not exceed a total debt to the last four quarters’ EBITDAX ratio (as defined in the credit agreement) of 4.25 to 1.0 for quarters ending prior to and on December 31, 2012 and 4.0 to 1.0 for quarters ending March 31, 2013 and thereafter and (ii) to have a consolidated current assets to consolidated current liabilities ratio (as defined in the credit agreement and which includes an add back of the available borrowing capacity under the credit agreement) of not less than 1.0 to 1.0.  The Company was in compliance with its covenants under the credit agreement as of June 30, 2011.

The obligations of Whiting Oil and Gas under the amended credit agreement are secured by a first lien on substantially all of Whiting Oil and Gas’ properties included in the borrowing base for the credit agreement.  The Company has guaranteed the obligations of Whiting Oil and Gas under the credit agreement and has pledged the stock of Whiting Oil and Gas as security for its guarantee.

Senior Subordinated Notes—In October 2005, the Company issued at par $250.0 million of 7% Senior Subordinated Notes due February 2014.  The estimated fair value of these notes was $265.6 million as of June 30, 2011, based on quoted market prices for these same debt securities.

In September 2010, the Company issued at par $350.0 million of 6.5% Senior Subordinated Notes due October 2018.  The estimated fair value of these notes was $355.3 million as of June 30, 2011, based on quoted market prices for these same debt securities.

The notes are unsecured obligations of Whiting Petroleum Corporation and are subordinated to all of the Company’s senior debt, which currently consists of Whiting Oil and Gas’ credit agreement.  The Company’s obligations under the 2014 notes are fully, unconditionally, jointly and severally guaranteed by the Company’s 100%-owned subsidiaries, Whiting Oil and Gas and Whiting Programs, Inc. (the “2014 Guarantors”).  Additionally, the Company’s obligations under the 2018 notes are fully, unconditionally, jointly and severally guaranteed by the Company’s 100%-owned subsidiary, Whiting Oil and Gas (collectively with the 2014 Guarantors, the “Guarantors”).  Any subsidiaries other than the Guarantors are minor subsidiaries as defined by Rule 3-10(h)(6) of Regulation S-X of the Securities and Exchange Commission.  Whiting Petroleum Corporation has no assets or operations independent of this debt and its investments in guarantor subsidiaries.

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4.           ASSET RETIREMENT OBLIGATIONS

The Company’s asset retirement obligations represent the estimated future costs associated with the plugging and abandonment of oil and gas wells, removal of equipment and facilities from leased acreage, and land restoration (including removal of certain onshore and offshore facilities in California) in accordance with applicable local, state and federal laws.  The Company follows FASB ASC Topic 410, Asset Retirement and Environmental Obligations, to determine its asset retirement obligation amounts by calculating the present value of the estimated future cash outflows associated with its plug and abandonment obligations.  The current portions at June 30, 2011 and December 31, 2010 were $6.0 million and $6.1 million, respectively, and are included in accrued liabilities and other.  Revisions to the liability could occur due to changes in estimated abandonment costs or well economic lives, or if federal or state regulators enact new requirements regarding the abandonment of wells.  The following table provides a reconciliation of the Company’s asset retirement obligations for the six months ended June 30, 2011 (in thousands):

Asset retirement obligation at January 1, 2011	$	83,083
Additional liability incurred		1,027
Revisions in estimated cash flows		722
Accretion expense		3,942
Liabilities settled		(2,369	)
Asset retirement obligation at June 30, 2011	$	86,405

5.           DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to certain risks relating to its ongoing business operations, and Whiting uses derivative instruments to manage its commodity price risk.  Whiting follows FASB ASC Topic 815, Derivatives and Hedging, to account for its derivative financial instruments.

Commodity Derivative Contracts—Historically, prices received for crude oil and natural gas production have been volatile because of seasonal weather patterns, supply and demand factors, worldwide political factors and general economic conditions.  Whiting enters into derivative contracts, primarily costless collars, to achieve a more predictable cash flow by reducing its exposure to commodity price volatility.  Commodity derivative contracts are thereby used to ensure adequate cash flow to fund the Company’s capital programs and to manage returns on acquisitions and drilling programs.  Costless collars are designed to establish floor and ceiling prices on anticipated future oil and gas production.  While the use of these derivative instruments limits the downside risk of adverse price movements, they may also limit future revenues from favorable price movements.  The Company does not enter into derivative contracts for speculative or trading purposes.

Whiting Derivatives.  The table below details the Company’s costless collar derivatives, including its proportionate share of Whiting USA Trust I (the “Trust”) derivatives, entered into to hedge forecasted crude oil and natural gas production revenues, as of July 1, 2011.

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	Whiting Petroleum Corporation
	Contracted Volumes			Weighted Average NYMEX Price Collar Ranges
Period	Crude Oil (Bbl)		Natural Gas (Mcf)	Crude Oil (per Bbl)	Natural Gas (per Mcf)
Jul – Dec 2011		5,426,201	211,230	$61.00 - $98.31	$6.49 - $13.94
Jan – Dec 2012		7,905,091	384,002	$59.97 - $106.27	$6.50 - $14.27
Jan – Nov 2013		3,090,000	-	$47.64 - $89.90	n/a
Total		16,421,292	595,232

Derivatives Conveyed to Whiting USA Trust I.  In connection with the Company’s conveyance in April 2008 of a term net profits interest to the Trust and related sale of 11,677,500 Trust units to the public, the right to any future hedge payments made or received by Whiting on certain of its derivative contracts have been conveyed to the Trust, and therefore such payments will be included in the Trust’s calculation of net proceeds.  Under the terms of the aforementioned conveyance, Whiting retains 10% of the net proceeds from the underlying properties.  Whiting’s retention of 10% of these net proceeds, combined with its ownership of 2,186,389 Trust units, results in third-party public holders of Trust units receiving 75.8%, and Whiting retaining 24.2%, of the future economic results of commodity derivative contracts conveyed to the Trust.  The relative ownership of the future economic results of such commodity derivatives is reflected in the tables below.  No additional hedges are allowed to be placed on Trust assets.

The 24.2% portion of Trust derivatives that Whiting has retained the economic rights to (and which are also included in the table above) are as follows:

	Whiting Petroleum Corporation
	Contracted Volumes			Weighted Average NYMEX Price Collar Ranges
Period	Crude Oil (Bbl)		Natural Gas (Mcf)	Crude Oil (per Bbl)	Natural Gas (per Mcf)
Jul – Dec 2011		56,201	211,230	$74.00 - $140.44	$6.49 - $13.94
Jan – Dec 2012		105,091	384,002	$74.00 - $141.72	$6.50 - $14.27
Total		161,292	595,232

The 75.8% portion of Trust derivative contracts of which Whiting has transferred the economic rights to third-party public holders of Trust units (and which have not been reflected in the above tables) are as follows:

	Third-party Public Holders of Trust Units
	Contracted Volumes			Weighted Average NYMEX Price Collar Ranges
Period	Crude Oil (Bbl)		Natural Gas (Mcf)	Crude Oil (per Bbl)	Natural Gas (per Mcf)
Jul – Dec 2011		176,035	661,620	$74.00 - $140.44	$6.49 - $13.94
Jan – Dec 2012		329,171	1,202,785	$74.00 - $141.72	$6.50 - $14.27
Total		505,206	1,864,405

Discontinuance of Cash Flow Hedge Accounting—Prior to April 1, 2009, the Company designated a portion of its commodity derivative contracts as cash flow hedges, whose unrealized fair value gains and losses were recorded to other comprehensive income.  Effective April 1, 2009, however, the Company elected to de-designate all of its commodity derivative contracts that had been previously designated as cash flow hedges and elected to discontinue hedge accounting prospectively.  As a result, such mark-to-market values at March 31, 2009 were frozen in accumulated other comprehensive income as of the de-designation date and are being reclassified into earnings as the original hedged transactions affect income.  As of June 30, 2011, accumulated other comprehensive income amounted to $3.7 million ($2.3 million net of tax), which consisted entirely of unrealized deferred gains and losses on commodity derivative contracts that had been previously designated as cash flow hedges.  During the next twelve months, the Company expects to reclassify into earnings from accumulated other comprehensive income net after-tax gains of $3.3 million related to de-designated commodity hedges.  Currently, the Company recognizes all gains and losses from changes in commodity derivative fair values immediately in earnings rather than deferring any such amounts in accumulated other comprehensive income.

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Embedded Commodity Derivative Contracts—As of June 30, 2011, Whiting had entered into certain contracts for oil field goods or services, whereby the price adjustment clauses for such goods or services are linked to changes in NYMEX crude oil prices.  The Company has determined that the portions of these contracts linked to NYMEX oil prices are not clearly and closely related to the host contracts, and the Company has therefore bifurcated these embedded pricing features from their host contracts and reflected them at fair value in the consolidated financial statements.

Drilling Rig Contracts.  As of June 30, 2011, Whiting had entered into eight contracts with drilling rig companies, whereby the rig day rates included price adjustment clauses that are linked to changes in NYMEX crude oil prices.  These drilling rig contracts have various termination dates ranging from July 2011 to July 2014.  The price adjustment formulas in the rig contracts stipulate that with every $10 increase or decrease in the price of NYMEX crude, the cost of drilling rig day rates to the Company will likewise increase or decrease by specific dollar amounts as set forth in each of the individual contracts.  As of June 30, 2011, the aggregate estimated fair value of the embedded derivatives in these drilling rig contracts was a liability of $1.4 million.

As global crude oil prices increase or decrease, the demand for drilling rigs in North America similarly increases and decreases.  Because the supply of onshore drilling rigs in North America is fairly inelastic, these changes in rig demand cause drilling rig day rates to increase or decrease in tandem with crude oil price fluctuations.  When the Company enters into a long-term drilling rig contract that has a fixed rig day rate which does not increase or decrease with changes in oil prices, the Company is exposed to the risk of paying higher than the market day rate for drilling rigs in a climate of declining oil prices.  This in turn could have a negative impact on the Company’s oil and gas well economics.  As a result, the Company reduces its exposure to this risk by entering into certain drilling contracts which have rig day rates that fluctuate in tandem with changes in oil prices.

CO2 Purchase Contract.  In May 2011, Whiting entered into a long-term contract to purchase CO2 from 2015 through 2029 for use in the enhanced oil recovery project that is being carried out at its North Ward Estes field in Texas.  The price per Mcf of CO2 purchased under this agreement increases or decreases as the average price of NYMEX crude oil likewise increases or decreases.  As of June 30, 2011, the estimated fair value of the embedded derivative in this CO2 purchase contract was an asset of $1.9 million.

Although CO2 is not a commodity that is actively traded on a public exchange, the market price for CO2  generally fluctuates in tandem with increases or decreases in crude oil prices.  When Whiting enters into a long-term CO2 purchase contract where the price of CO2 is fixed and does not adjust with changes in oil prices, the Company is exposed to the risk of paying higher than the market rate for CO2 in a climate of declining oil and CO2 prices.  This in turn could have a negative impact on the Company’s oil and gas well economics.  As a result, the Company reduces its exposure to this risk by entering into certain CO2 purchase contracts which have prices that fluctuate along with changes in crude oil prices.

Derivative Instrument Reporting—All derivative instruments are recorded on the consolidated balance sheet at fair value, other than derivative instruments that meet the “normal purchase normal sales” exclusion.  The following tables summarize the location and fair value amounts of all derivative instruments in the consolidated balance sheets (in thousands):

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		Fair Value
Not Designated as ASC 815 Hedges	Balance Sheet Classification	June 30,  2011		December 31, 2010
Derivative assets:
Commodity contracts	Prepaid expenses and other	$	3,680	$	4,231
Commodity contracts	Other long-term assets		1,653		3,961
Embedded commodity contracts	Other long-term assets		1,899		-
Total derivative assets		$	7,232	$	8,192
Derivative liabilities:
Commodity contracts	Current derivative liabilities	$	61,186	$	69,375
Embedded commodity contracts	Current derivative liabilities		634		-
Commodity contracts	Non-current derivative liabilities		97,945		95,256
Embedded commodity contracts	Non-current derivative liabilities		790		-
Total derivative liabilities		$	160,555	$	164,631

The following tables summarize the effects of commodity derivatives instruments on the consolidated statements of income for the three and six months ended June 30, 2011 and 2010 (in thousands):

		Gain (Loss) Reclassified from OCI into Income (Effective Portion)
ASC 815 Cash Flow		Six Months Ended June 30,
Hedging Relationships	Income Statement Classification	2011		2010
Commodity contracts	Gain on hedging activities	$	5,454	$	15,259
		Three Months Ended June 30,
			2011		2010
Commodity contracts	Gain on hedging activities	$	2,391	$	8,525

		(Gain) Loss Recognized in Income
Not Designated as		Six Months Ended June 30,
ASC 815 Hedges	Income Statement Classification	2011			2010
Commodity contracts	Commodity derivative (gain) loss, net	$	21,294		$	(78,418	)
Embedded commodity contracts	Commodity derivative (gain) loss, net		(474	)		-
Total		$	20,820		$	(78,418	)

		Three Months Ended June 30,
		2011			2010
Commodity contracts	Commodity derivative (gain) loss, net	$	(110,063	)	$	(63,496	)
Embedded commodity contracts	Commodity derivative (gain) loss, net		(3,555	)		-
Total		$	(113,618	)	$	(63,496	)

Contingent Features in Derivative Instruments.  None of the Company’s derivative instruments contain credit-risk-related contingent features.  Counterparties to the Company’s commodity contracts are high credit-quality financial institutions that are lenders under Whiting’s credit agreement.  Whiting uses only credit agreement participants to hedge with, since these institutions are secured equally with the holders of Whiting’s bank debt, which eliminates the potential need to post collateral when Whiting is in a large derivative liability position.  As a result, the Company is not required to post letters of credit or corporate guarantees for its derivative counterparties in order to secure contract performance obligations.

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6.           FAIR VALUE MEASURMENTS

The Company follows FASB ASC Topic 820, Fair Value Measurement and Disclosure, which establishes a three-level valuation hierarchy for disclosure of fair value measurements.  The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement.  The three levels are defined as follows:

Level 1:  Quoted Prices in Active Markets for Identical Assets – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2:  Significant Other Observable Inputs – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3:  Significant Unobservable Inputs – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.  The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.  The Company reflects transfers between the three levels at the end of the reporting period in which the availability of observable inputs no longer justifies classification in the original level.

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2011 and December 31, 2010, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair values (in thousands):

	Level 1		Level 2		Level 3		Total Fair Value June 30, 2011
Financial Assets
Commodity derivatives - current	$	-	$	3,680	$	-	$	3,680
Commodity derivatives - non-current		-		1,653		-		1,653
Embedded commodity derivatives - non-current		-		1,899		-		1,899
Total financial assets	$	-	$	7,232	$	-	$	7,232
Financial Liabilities
Commodity derivatives - current	$	-	$	61,186	$	-	$	61,186
Embedded commodity derivatives - current		-		634		-		634
Commodity derivatives - non-current		-		97,945		-		97,945
Embedded commodity derivatives - non-current		-		790		-		790
Total financial liabilities	$	-	$	160,555	$	-	$	160,555

	Level 1		Level 2		Level 3		Total Fair Value December 31, 2010
Financial Assets
Commodity derivatives - current	$	-	$	4,231	$	-	$	4,231
Commodity derivatives - non-current		-		3,961		-		3,961
Total financial assets	$	-	$	8,192	$	-	$	8,192
Financial Liabilities
Commodity derivatives - current	$	-	$	69,375	$	-	$	69,375
Commodity derivatives - non-current		-		95,256		-		95,256
Total financial liabilities	$	-	$	164,631	$	-	$	164,631

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The following methods and assumptions were used to estimate the fair values of the assets and liabilities in the tables above:

Commodity Derivatives.  Commodity derivative instruments consist primarily of costless collars for crude oil and natural gas.  The Company’s costless collars are valued using industry-standard models, which are based on a market approach.  These models consider various assumptions, including quoted forward prices for commodities, time value and volatility factors.  These assumptions are observable in the marketplace throughout the full term of the contract, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace, and are therefore designated as Level 2 within the valuation hierarchy.  The discount rates used in the fair values of these instruments include a measure of either the Company’s or the counterparty’s nonperformance risk, as appropriate.  The Company utilizes counterparties’ valuations to assess the reasonableness of its own valuations.

Embedded Commodity Derivatives.  Embedded commodity derivatives relate to long and short-term drilling rig contracts as well as a CO2 purchase contract, which all have price adjustment clauses that are linked to changes in NYMEX crude oil prices.  Whiting has determined that the portions of these contracts linked to NYMEX oil prices are not clearly and closely related to the host drilling contracts, and the Company has therefore bifurcated these embedded pricing features from their host contracts and reflected them at fair value in its consolidated financial statements.  These embedded commodity derivatives are valued using industry-standard models, which are based on a market approach.  These models consider various assumptions, including quoted forward prices for commodities, time value and volatility factors.  These assumptions are observable in the marketplace throughout the full term of the contract, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace, and are therefore designated as Level 2 within the valuation hierarchy.  The discount rates used in the fair values of these instruments include a measure of either the Company’s or the counterparty’s nonperformance risk, as appropriate.

Non-Recurring Fair Value Measurements.  The Company applies the provisions of the fair value measurement standard to its non-recurring, non-financial measurements including business combinations, proved oil and gas property impairments and asset retirement obligations.  These assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances.  The following table presents information about the Company’s non-financial assets and liabilities measured at fair value on a non-recurring basis as of June 30, 2011, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair values (in thousands):

		Net Carrying Value								Pre-tax (Gain) Loss Six
		as of	Fair Value Measurement Using							Months Ended
		June 30, 2011	Level 1		Level 2		Level 3			June 30, 2011
Noncontrolling interest	$	8,333	$	-	$	-	$	8,333	$	-
Asset retirement obligations		1,041		-		-		1,027		-
Total non-recurring assets at fair value	$	9,374	$	-	$	-	$	9,360	$	-

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The following methods and assumptions were used to estimate the fair values of the non-financial assets and liabilities in the table above:

Noncontrolling Interest.  In connection with the Company’s formation of Sustainable Water Resources, LLC in March 2011, the noncontrolling interest was ascribed a fair value of $8.3 million in accordance with the provisions of the Identifiable Assets and Liabilities, and Any Noncontrolling Interest Subsections of FASB ASC Subtopic 805-20.  Given the unobservable nature of the fair value inputs, these valuations are deemed to use Level 3 inputs.

Asset Retirement Obligations.  The Company estimates the fair value of asset retirement obligations at the point they are incurred by calculating the present value of estimated future plug and abandonment costs.  Such present value calculations use internally developed cash flow models, which are based on an income approach, and include various assumptions such as estimated amounts and timing of abandonment cash flows, the Company’s credit-adjusted risk-free rate and future inflation rates.  Given the unobservable nature of most of these inputs, the initial measurement of asset retirement obligation liabilities is deemed to use Level 3 inputs.

7.           DEFERRED COMPENSATION

Production Participation Plan—The Company has a Production Participation Plan (the “Plan”) in which all employees participate.  On an annual basis, interests in oil and gas properties acquired, developed or sold during the year are allocated to the Plan as determined annually by the Compensation Committee of the Company’s Board of Directors.  Once allocated, the interests (not legally conveyed) are fixed.  Interest allocations prior to 1995 consisted of 2%-3% overriding royalty interests.  Interest allocations since 1995 have been 2%-5% of oil and gas sales less lease operating expenses and production taxes.

Payments of 100% of the year’s Plan interests to employees and the vested percentages of former employees in the year’s Plan interests are made annually in cash after year-end.  Accrued compensation expense under the Plan for the six months ended June 30, 2011 and 2010 amounted to $17.1 million and $14.1 million, respectively, charged to general and administrative expense and $2.2 million and $1.9 million, respectively, charged to exploration expense.

Employees vest in the Plan ratably at 20% per year over a five year period.  Pursuant to the terms of the Plan, (i) employees who terminate their employment with the Company are entitled to receive their vested allocation of future Plan year payments on an annual basis; (ii) employees will become fully vested at age 62, regardless of when their interests would otherwise vest; and (iii) any forfeitures inure to the benefit of the Company.

The Company uses average historical prices to estimate the vested long-term Production Participation Plan liability.  At June 30, 2011, the Company used three-year average historical NYMEX prices of $79.97 for crude oil and $4.92 for natural gas to estimate this liability.  If the Company were to terminate the Plan or upon a change in control of the Company (as defined in the Plan), all employees fully vest and the Company would distribute to each Plan participant an amount, based upon the valuation method set forth in the Plan, in a lump sum payment twelve months after the date of termination or within one month after a change in control event.  Based on current strip prices at June 30, 2011, if the Company elected to terminate the Plan or if a change of control event occurred, it is estimated that the fully vested lump sum cash payment to employees would approximate $173.8 million.  This amount includes $19.9 million attributable to proved undeveloped oil and gas properties and $19.3 million relating to the short-term portion of the Plan liability, which has been accrued as a current payable to be paid in February 2012.  The ultimate sharing contribution for proved undeveloped oil and gas properties will be awarded in the year of Plan termination or change of control.  However, the Company has no intention to terminate the Plan.

16

The following table presents changes in the Plan’s estimated long-term liability for the six months ended June 30, 2011 (in thousands):

Long-term Production Participation Plan liability at January 1, 2011	$	81,524
Change in liability for accretion, vesting, change in estimates and new Plan year activity		21,481
Cash payments accrued as compensation expense and reflected as a current payable		(19,274	)
Long-term Production Participation Plan liability at June 30, 2011	$	83,731

8.           SHAREHOLDERS’ EQUITY

Common Stock—In May 2011, Whiting’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 175,000,000 shares to 300,000,000 shares.

Stock Split.  On January 26, 2011, the Company’s Board of Directors approved a two-for-one split of the Company's shares of common stock to be effected in the form of a stock dividend.  As a result of the stock split, stockholders of record on February 7, 2011 received one additional share of common stock for each share of common stock held.  The additional shares of common stock were distributed on February 22, 2011.  Concurrently with the payment of such stock dividend in February 2011, there was a transfer from additional paid-in capital to common stock of $0.1 million, which amount represents $0.001 per share (being the par value thereof) for each share of common stock so issued.  All common share and per share amounts in these consolidated financial statements and related notes for periods prior to February 2011 have been retroactively adjusted to reflect the stock split.  The common stock dividend resulted in the conversion price for Whiting’s 6.25% Convertible Perpetual Preferred Stock being adjusted from $43.4163 to $21.70815.

6.25% Convertible Perpetual Preferred Stock—In June 2009, the Company completed a public offering of 6.25% convertible perpetual preferred stock (“preferred stock”), selling 3,450,000 shares at a price of $100.00 per share.

Each holder of the preferred stock is entitled to an annual dividend of $6.25 per share to be paid quarterly in cash, common stock or a combination thereof on March 15, June 15, September 15 and December 15, when and if such dividend has been declared by Whiting’s board of directors. Each share of preferred stock has a liquidation preference of $100.00 per share plus accumulated and unpaid dividends and is convertible, at a holder’s option, into shares of Whiting’s common stock based on a conversion price of $21.70815, subject to adjustment upon the occurrence of certain events.  The preferred stock is not redeemable by the Company.  At any time on or after June 15, 2013, the Company may cause all outstanding shares of this preferred stock to be converted into shares of common stock if the closing price of our common stock equals or exceeds 120% of the then-prevailing conversion price for at least 20 trading days in a period of 30 consecutive trading days.  The holders of preferred stock have no voting rights unless dividends payable on the preferred stock are in arrears for six or more quarterly periods.

Induced Conversion of 6.25% Convertible Perpetual Preferred Stock.  In August 2010, Whiting commenced an offer to exchange up to 3,277,500, or 95%, of its preferred stock for the following consideration per share of preferred stock: 4.6066 shares of its common stock and a cash premium of $14.50.  The exchange offer expired in September 2010 and resulted in the Company accepting 3,277,500 shares of preferred stock in exchange for the issuance of 15,098,020 shares of common stock and a cash premium payment of $47.5 million.  Following the exchange offer, the 3,277,500 shares of preferred stock accepted in the exchange were cancelled, and a total of 172,500 shares of preferred stock remained outstanding.

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9.           INCOME TAXES

Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period.  The provision for income taxes for the six months ended June 30, 2011 and 2010 differs from the amount that would be provided by applying the statutory U.S. federal income tax rate of 35% to pre-tax income primarily because of state income taxes and estimated permanent differences.

The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year.  The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes.

10.           EARNINGS PER SHARE

The reconciliations between basic and diluted earnings per share are as follows (in thousands, except per share data):

	Three Months Ended June 30,
	2011			2010
Basic Earnings Per Share(1)
Numerator:
Net income	$	203,149		$	125,317
Preferred stock dividends		(269	)		(5,391	)
Net income available to common shareholders, basic	$	202,880		$	119,926
Denominator:
Weighted average shares outstanding, basic		117,373			101,989
Diluted Earnings Per Share(1)
Numerator:
Net income available to common shareholders, basic	$	202,880		$	119,926
Preferred stock dividends		269			5,391
Adjusted net income available to common shareholders, diluted	$	203,149		$	125,317
Denominator:
Weighted average shares outstanding, basic		117,373			101,989
Restricted stock and stock options		492			567
Convertible perpetual preferred stock		794			15,893
Weighted average shares outstanding, diluted		118,659			118,449
Earnings per common share, basic	$	1.73		$	1.18
Earnings per common share, diluted	$	1.71		$	1.06

________

(1)      All share and per share amounts have been retroactively restated for the three months ended June 30, 2010 to reflect the Company’s February 2011 two-for-one stock split described in Note 8 to these consolidated financial statements.

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	Six Months Ended June 30,
	2011			2010
Basic Earnings Per Share(1)
Numerator:
Net income	$	222,563		$	211,928
Preferred stock dividends		(539	)		(10,781	)
Net income available to common shareholders, basic	$	222,024		$	201,147
Denominator:
Weighted average shares outstanding, basic		117,308			101,906
Diluted Earnings Per Share(1)
Numerator:
Net income available to common shareholders, basic	$	222,024		$	201,147
Preferred stock dividends		539			10,781
Adjusted net income available to common shareholders, diluted	$	222,563		$	211,928
Denominator:
Weighted average shares outstanding, basic		117,308			101,906
Restricted stock and stock options		605			670
Convertible perpetual preferred stock		794			15,893
Weighted average shares outstanding, diluted		118,707			118,469
Earnings per common share, basic	$	1.89		$	1.97
Earnings per common share, diluted	$	1.87		$	1.79

________

(1)      All share and per share amounts have been retroactively restated for the six months ended June 30, 2010 to reflect the Company’s February 2011 two-for-one stock split described in Note 8 to these consolidated financial statements.

11.           ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2010, the FASB issued Accounting Standards Update No. 2010-29, Business Combinations: Disclosure of Supplementary Pro Forma Information for Business Combinations (“ASU 2010-29”), which provides amendments to FASB ASC Topic 805, Business Combinations.  The objective of ASU 2010-29 is to clarify and expand the pro forma revenue and earnings disclosure requirements for business combinations.  ASU 2010-29 is effective for fiscal years beginning after December 15, 2010.  The Company adopted ASU 2010-29 effective January 1, 2011, which did not have an impact on the Company’s consolidated financial statements.

In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”), which provides amendments to FASB ASC Topic 820, Fair Value Measurement.  The objective of ASU 2011-04 is to create common fair value measurement and disclosure requirements between GAAP and International Financial Reporting Standards (“IFRS”).  The amendments clarify existing fair value measurement and disclosure requirements and make changes to particular principles or requirements for measuring or disclosing information about fair value measurements.  These amendments are not expected to have a significant impact on companies applying GAAP.  ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011.  The adoption of this standard will not have an impact on the Company’s consolidated financial statements other than additional disclosures.

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In June 2011, the FASB issued Accounting Standards Update No. 2011-05, Comprehensive Income: Presentation of Comprehensive Income (“ASU 2011-05”), which provides amendments to FASB ASC Topic 220, Comprehensive Income.  The objective of ASU 2011-05 is to require an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of equity.  ASU 2011-05 is effective for interim and annual periods beginning after December 15, 2011 and should be applied retrospectively.  The adoption of this standard will not have an impact on the Company’s consolidated financial statements other than requiring the Company to present its statements of comprehensive income separately from its statements of equity, as these statements are currently presented on a combined basis.

12.           SUBSEQUENT EVENT

On July 28, 2011, the Company completed the acquisition of approximately 23,400 net acres and one well in the Missouri Breaks prospect in Richland County, Montana for an unadjusted purchase price of $46.9 million and with an effective date of May 1, 2011.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless the context otherwise requires, the terms “Whiting,” “we,” “us,” “our” or “ours” when used in this Item refer to Whiting Petroleum Corporation, together with its consolidated subsidiaries, including Whiting Oil and Gas Corporation.  When the context requires, we refer to these entities separately.  This document contains forward-looking statements, which give our current expectations or forecasts of future events.  Please refer to “Forward-Looking Statements” at the end of this Item for an explanation of these types of statements.

Overview

We are an independent oil and gas company engaged in acquisition, development, exploitation, production and exploration activities primarily in the Permian Basin, Rocky Mountains, Mid-Continent, Gulf Coast and Michigan regions of the United States.  Prior to 2006, we generally emphasized the acquisition of properties that increased our production levels and provided upside potential through further development.  Since 2006, we have focused primarily on the development of previously acquired properties, as well as the acquisition of undeveloped acreage in prospect areas; both of which have provided us with extensive organic drilling opportunities, specifically on projects that we believe allow for repeatable successes and production growth.  We believe the combination of acquisitions, subsequent development and organic drilling provides us with a broad set of growth alternatives and allows us to direct our capital resources to what we believe to be the most advantageous investments.

As demonstrated by our recent capital expenditure programs, we are increasingly focused on a balanced exploration and development strategy, while continuing to selectively pursue acquisitions that complement our existing core properties.  We believe that our significant drilling inventory, combined with our operating experience and cost structure, provides us with meaningful organic growth opportunities.  Our growth plan is centered on the following activities:

• pursuing the development of projects that we believe will generate attractive rates of return;

• maintaining a balanced portfolio of lower risk, long-lived oil and gas properties that provide stable cash flows;

• seeking property and acreage acquisitions that complement our core areas; and

• allocating a portion of our capital budget to leasing and exploring prospect areas.

We have historically acquired operated and non-operated properties that exceed our rate of return criteria.  For acquisitions of properties with additional development, exploitation and exploration potential, our focus has been on acquiring operated properties so that we can better control the timing and implementation of capital spending.  In some instances, we have been able to acquire non-operated property interests at attractive rates of return that established a presence in a new area of interest or that have complemented our existing operations.  We intend to continue to acquire both operated and non-operated interests to the extent we believe they meet our return criteria.  In addition, our willingness to acquire non-operated properties in new geographic regions provides us with geophysical and geologic data in some cases that leads to further acquisitions in the same region, whether on an operated or non-operated basis.  We sell properties when we believe that the sales price realized will provide an above average rate of return for the property or when the property no longer matches the profile of properties we desire to own.

Our revenue, profitability and future growth rate depend on factors beyond our control, such as economic, political and regulatory developments and competition from other sources of energy.  Oil and gas prices historically have been volatile and may fluctuate widely in the future.  The following table highlights the quarterly average NYMEX price trends for crude oil and natural gas since the first quarter of 2010:

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		Q1 2010		Q2 2010		Q3 2010		Q4 2010		Q1 2011		Q2 2011
Crude Oil	$	78.79	$	77.99	$	76.21	$	85.18	$	94.25	$	102.55
Natural Gas	$	5.30	$	4.09	$	4.39	$	3.81	$	4.10	$	4.32

Lower oil and natural gas prices may not only decrease our revenues, but may also reduce the amount of oil and natural gas that we can produce economically and therefore potentially lower our reserve bookings.  A substantial or extended decline in oil or natural gas prices may result in impairments of our proved oil and gas properties and may materially and adversely affect our future business, financial condition, cash flows, results of operations, liquidity or ability to finance planned capital expenditures.  Lower oil and gas prices may also reduce the amount of our borrowing base under our credit agreement, which is determined at the discretion of the lenders based on the collateral value of our proved reserves that have been mortgaged to the lenders.  Alternatively, higher oil and natural gas prices may result in significant non-cash, mark-to-market losses being recognized on our commodity derivatives, which may in turn cause us to experience net losses.

2011 Highlights and Future Considerations

Operational Highlights.

Sanish.  Our Sanish field in Mountrail County, North Dakota targets the Bakken and Three Forks formations.  Net production in the Sanish field decreased 5% from 21.7 MBOE/d in the first quarter of 2011 to 20.5 MBOE/d in the second quarter of 2011.  The decrease in production was due to well completion delays and downtime resulting from inclement weather in North Dakota.  After three weeks of mostly dry weather, we are making progress fracture stimulating new wells and returning wells to production.  We currently have two full-time dedicated fracture stimulation crews and one half-time fracture stimulation crew working in this area and expect to reduce our inventory of operated wells awaiting completion in the Williston Basin from 44 as of July 15, 2011 to below 25 by November 30, 2011.

From April 15 through July 15, 2011, we completed five operated Bakken wells and three operated Three Forks wells in the Sanish field, bringing to 171 the total number of operated wells in the field.  As of July 15, 2011, 29 operated wells were being completed or awaiting completion and eight operated wells were being drilled in the Sanish field.  In 2011, we intend to drill a total of 95 gross (52.7 net) operated wells in the Sanish field, of which 70 are planned Three Forks wells.  We plan to continue with our current nine operated drilling rig count in the Sanish field through 2013.

Robinson Lake Gas Plant.  At our Robinson Lake gas plant in North Dakota, we recently added a fractionation facility and a second NGL train.  The plant’s current inlet compression capacity is 70 MMcf/d, and we plan to add compression capacity as the processing demand increases.  As of July 8, 2011, the plant was processing 39.6 MMcf/d of production from our Sanish field.

Lewis & Clark.  Our Lewis & Clark prospect area is located primarily in Stark County, North Dakota and runs along the Bakken shale pinch-out in the southern Williston Basin.  In this area, the Upper Bakken shale is thermally mature, moderately over-pressured, and we believe that it has charged reservoir zones within the immediately underlying Three Forks formation.  We hold a working interest in 250 1,280-acre spacing units in Lewis & Clark.  From April 15 through July 15, 2011, we completed 10 operated wells in the Lewis & Clark field, bringing the total number of operated wells in the field to 26.  As of July 15, 2011, nine operated wells were being completed or awaiting completion and six operated wells were being drilled.  We currently have six drilling rigs operating in this prospect, and we plan to have an average of eight rigs working from September through December 2011.  Based on well results to date, we plan to increase drilling activity in the Stark and Billings counties portions of this prospect in the second half of 2011.  In early April 2011, we broke ground on the construction of a gas processing plant at Lewis & Clark, which is expected to be completed by November 2011.

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Hidden Bench.  Our Hidden Bench prospect in McKenzie County, North Dakota targets the Bakken formation.  Based on well results to date, we plan to drill a total of 11 operated wells in this prospect in 2011.

North Ward Estes.  The North Ward Estes field is located in the Ward and Winkler Counties in Texas, and we continue to have significant development and related infrastructure activity in this field since we acquired it in 2005. Our activity at North Ward Estes to date has resulted in reserve additions and production increases, and our expansion of the CO2 flood in this area continues to generate positive results.

North Ward Estes has been responding positively to the water and CO2 floods that we initiated in May 2007.  In the second quarter of 2011, production from North Ward Estes averaged 8.1 MBOE/d representing a 6% increase from second quarter 2010 levels.  During June 2011, we experienced under-deliveries of CO2 contract quantities from our North Ward Estes CO2 supplier.  The shortfall in June was approximately 25 MMcf/d below our contracted delivery volume of 134 MMcf/d.  The supplier attributes the shortfall primarily to a production imbalance that it is making up currently to a co-owner of the McElmo Dome.  For most of July 2011, our daily CO2 deliveries have increased to approximately 122 MMcf/d, and the supplier has informed us that they plan to resume delivery of full contract quantities by September 30, 2011.  We are currently injecting approximately 250 MMcf/d of CO2 into the field, of which about 60% is recycled.

We recently signed a 15-year CO2 supply agreement to purchase CO2 from 2015 through 2029 for use in our enhanced oil recovery project at the North Ward Estes field.  We also recently executed another CO2 supply contract and an amendment to that contract for additional CO2 over a six-year period, beginning January 1, 2012.  We estimate that we will have sufficient supplies of CO2 to fully execute our development plans at North Ward Estes for several years.  The first two phases of our development plan were largely completed by December 2009, Phase III began in December 2010 and Phase IV is expected to be implemented before year-end 2011.

Postle.  The Postle field is located in Texas County, Oklahoma and produces from the Morrow sandstone.  Postle averaged 8.1 MBOE/d in the second quarter of 2011, which represents a 15% decrease from the 9.6 MBOE/d produced in the second quarter of 2010 primarily due to cold weather and the resulting paraffin issues experienced at this field.

Redtail.  Our Redtail prospect in Weld County, Colorado targets the Niobrara formation.  Based on recent well results, we have added four wells in this area to our 2011 drilling program.

Seep Ridge Gas Pipeline.  On April 16, 2011, our Seep Ridge Gas Pipeline in Uintah County, Utah was shut-in for repairs.  The pipeline was back on stream June 14, 2011 and is currently flowing at full capacity.  We are transporting net gas of 21.9 MMcf/d from the Flat Rock and Chimney Rock fields.

 Acquisition Highlights.On February 15, 2011, we completed the acquisition of 6,000 net undeveloped acres and additional working interests in the Pronghorn field in Billings and Stark Counties, North Dakota, for an aggregate purchase price of $40.0 million and an effective date of February 1, 2011.

 Financing Highlights.  On January 26, 2011, our Board of Directors approved a two-for-one split of the Company's shares of common stock to be effected in the form of a stock dividend.  As a result of the stock split, stockholders of record on February 7, 2011 received one additional share of common stock for each share of common stock held.  The additional shares of common stock were distributed on February 22, 2011.  All common share and per share amounts in this Quarterly Report on Form 10-Q for periods prior to February 2011 have been retroactively adjusted to reflect the stock split.

In May 2011, our stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 175,000,000 shares to 300,000,000 shares.

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Results of Operations

Six Months Ended June 30, 2011 Compared to Six Months Ended June 30, 2010

Selected Operating Data:	Six Months Ended June 30,
	2011			2010
Net production:
Oil (MMBbls)		9.6			9.1
Natural gas (Bcf)		13.3			13.2
Total production (MMBOE)		11.8			11.3
Net sales (in millions):
Oil (1)	$	833.5		$	636.8
Natural gas (1)		66.0			66.9
Total oil and natural gas sales	$	899.5		$	703.7
Average sales prices:
Oil (per Bbl)	$	87.18		$	70.23
Effect of oil hedges on average price (per Bbl)		(2.56	)		(1.33	)
Oil net of hedging (per Bbl)	$	84.62		$	68.90
Average NYMEX price (per Bbl)	$	98.42		$	78.39
Natural gas (per Mcf)	$	4.97		$	5.07
Effect of natural gas hedges on average price (per Mcf)		0.04			0.04
Natural gas net of hedging (per Mcf)	$	5.01		$	5.11
Average NYMEX price (per Mcf)	$	4.21		$	4.69
Cost and expense (per BOE):
Lease operating expenses	$	12.34		$	11.41
Production taxes	$	5.60		$	4.54
Depreciation, depletion and amortization expense	$	18.51		$	17.05
General and administrative expenses	$	3.34		$	2.58

(1)  Before consideration of hedging transactions.

Oil and Natural Gas Sales.  Our oil and natural gas sales revenue increased $195.8 million to $899.5 million in the first half of 2011 compared to the same period in 2010.  Sales are a function of oil and gas volumes sold and average sales prices.  Our oil sales volumes increased 5% between periods, while our natural gas sales volumes increased 1%.  The oil volume increase resulted primarily from drilling successes at our Lewis & Clark field and in the North Dakota Bakken area.  Oil production from our Lewis & Clark field in the first half of 2011 increased 310 MBbl compared to the first half of 2010, while oil production from the Bakken increased 275 MBbl over the same prior year period.  These production increases were partially offset by a decrease in oil production volumes of 195 MBbl at the Postle field due to cold weather and the resulting paraffin issues.  The gas volume increase between periods was primarily the result of 1,385 MMcf of higher gas production at our Flat Rock field due to new wells drilled and completed there during the last twelve months.  This gas production increase was largely offset by normal field production decline across many of our areas.

Also contributing to the increase in oil and gas sales revenue in 2011 was an increase in the average sales price for oil.  Our average price for oil before the effects of hedging increased 24% between periods.  This increase was partially offset by a 2% decrease in our average price for natural gas before the effects of hedging.

Gain on Hedging Activities.  Our gain on hedging activities decreased $9.8 million in 2011 as compared to the first half of 2010, and it consisted of the following (in thousands):

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	Six Months Ended June 30,
	2011		2010
Gains reclassified from AOCI on de-designated hedges	$	5,454	$	15,259

Effective April 1, 2009, we elected to de-designate all of our commodity derivative contracts that had been previously designated as cash flow hedges, and we elected to discontinue all hedge accounting prospectively.  Accordingly, each period we reclassify from accumulated other comprehensive income (“AOCI”) into earnings unrealized gains (which were frozen in AOCI on the April 1, 2009 de-designation date) upon the expiration of these de-designated crude oil hedges, and we report such non-cash unrealized gains as gain on hedging activities.

See Item 3, “Qualitative and Quantitative Disclosures About Market Risk” for a list of our outstanding oil and natural gas derivatives as of July 1, 2011.

Lease Operating Expenses.  Our lease operating expenses (“LOE”) during the first half of 2011 were $145.3 million, a $16.7 million increase over the same period in 2010.  Our lease operating expenses on a BOE basis also increased from $11.41 during the first half of 2010 to $12.34 during the first half of 2011.  This rise in LOE in 2011 was related to a higher level of workover activity, as well as a $6.5 million increase in the cost of oil field goods and services associated with net wells we added during the last twelve months.  Workovers increased to $41.2 million in the first half of 2011, as compared to $31.0 million in the first half of 2010, primarily due to a higher number of well workovers being conducted on our two main CO2 projects.

Production Taxes.  Our production taxes during the first half of 2011 were $65.9 million, a $14.8 million increase over the same period in 2010, which increase was primarily due to higher oil and natural gas sales between periods.  However, our production taxes are generally calculated as a percentage of oil and natural gas sales revenue before the effects of hedging, and we take advantage of credits and exemptions allowed in our various taxing jurisdictions.  As a percentage of oil and gas sales before the effects of hedging, our company-wide production tax rates for the first half of 2011 and 2010 remained constant at 7.3%.

Depreciation, Depletion and Amortization.  Our depreciation, depletion and amortization (“DD&A”) expense increased $25.8 million in 2011 as compared to the first half of 2010.  The components of our DD&A expense were as follows (in thousands):

	Six Months Ended June 30,
	2011		2010
Depletion	$	212,832	$	187,569
Depreciation		1,204		1,005
Accretion of asset retirement obligations		3,942		3,558
Total	$	217,978	$	192,132

DD&A increased in the first half of 2011 primarily due to $25.3 million in higher depletion expense between periods.  This increase was the result of $16.8 million in higher depletion due to an increase in our depletion rate between periods and $8.5 million in higher depletion due to a rise in overall production volumes during the first half of 2011.  On a BOE basis, our DD&A rate of $18.51 for the first half of 2011 was 9% higher than the rate of $17.05 for the same period in 2010.  The higher DD&A rate was mainly due to $1,129.5 million in drilling and development expenditures paid during the past twelve months, which was partially offset by a net increase in our estimated proved reserves of 29.8 MMBOE as of December 31, 2010.

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Exploration and Impairment Costs.  Our exploration and impairment costs increased $15.0 million in the first half of 2011, as compared to the first half of 2010.  The components of our exploration and impairment costs were as follows (in thousands):

	Six Months Ended June 30,
	2011		2010
Exploration	$	26,966	$	19,715
Impairment		15,442		7,700
Total	$	42,408	$	27,415

Exploration costs increased $7.3 million during the first half of 2011 as compared to the same period in 2010 primarily due to an increase in geological and geophysical (“G&G”) activity and higher exploratory dry hole costs.  G&G costs, such as seismic studies, amounted to $11.9 million during the first half of 2011 as compared to $9.7 million during the same period in 2010.  During the six months ended June 30, 2011, we drilled three exploratory dry holes in the Rocky Mountains, Permian Basin and Gulf Coast regions totaling $4.3 million, while we drilled one exploratory dry hole in the Gulf Coast region totaling $2.6 million during the first half of 2010.  Impairment expense in the first half of 2011 and 2010 primarily related to the amortization of leasehold costs associated with individually insignificant unproved properties. A higher amount of undeveloped leasehold costs were amortized to impairment on a group basis for the six months ended June 30, 2011 as compared to the first half of 2010.

General and Administrative Expenses.  We report general and administrative expenses net of third party reimbursements and internal allocations.  The components of our general and administrative expenses were as follows (in thousands):

	Six Months Ended June 30,
	2011			2010
General and administrative expenses	$	71,434		$	55,392
Reimbursements and allocations		(32,108	)		(26,356	)
General and administrative expense, net	$	39,326		$	29,036

General and administrative expenses before reimbursements and allocations increased $16.0 million during the first half of 2011 as compared to the same period in 2010 primarily due to higher employee compensation and an increase in accrued Production Participation Plan (“Plan”) distributions.  Employee compensation increased $11.8 million in the first half of 2011 due to personnel hired during the past twelve months, general pay increases and higher stock compensation between periods.  Accrued distributions under the Plan increased $3.3 million between periods.  The increase in reimbursements and allocations in the first half of 2011 was primarily caused by higher salary costs and a greater number of field workers on operated properties.  Our general and administrative expenses as a percentage of oil and natural gas sales remained constant at 4% for the first half of 2010 and 2011.

Interest Expense.  The components of our interest expense were as follows (in thousands):

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	Six Months Ended June 30,
	2011			2010
Senior Subordinated Notes	$	20,125		$	22,162
Credit agreement		6,988			4,108
Amortization of debt issue costs and debt discount		4,241			5,024
Other		55			813
Capitalized interest		(1,672	)		(783	)
Total	$	29,737		$	31,324

The decrease in interest expense of $1.6 million between periods was mainly due to lower interest of $2.0 million on our Senior Subordinated Notes that resulted from redeeming $150.0 million of 7.25% notes and $220.0 million of 7.25% notes in early September 2010.  Also in September 2010, we subsequently issued $350.0 million of 6.5% notes due 2018.  In addition, we incurred higher amounts of capitalized interest between periods due to an increase in costs capitalized on projects requiring longer than six months to be substantially complete and ready for use.  These decreases in interest were partially offset by higher borrowings outstanding under our credit agreement during the first half of 2011, which increased interest expense on our credit agreement by $2.9 million.  Our weighted average debt outstanding during the first half of 2011 was $1,019.9 million versus $745.2 million for the first half of 2010.  Our weighted average effective cash interest rate was 5.3% during the first half of 2011 compared to 7.1% during the first half of 2010.

Commodity Derivative (Gain) Loss, Net.  All of our commodity derivative contracts as well as our embedded derivatives are marked-to-market each quarter with fair value gains and losses recognized immediately in earnings.  Cash flow is only impacted to the extent that actual cash settlements under these contracts result in making or receiving a payment from the counterparty. Cash settlement gains and losses on derivative contracts that are not embedded derivatives are also recorded immediately to earnings as commodity derivative (gain) loss, net.  The components of our commodity derivative (gain) loss, net were as follows (in thousands):

	Six Months Ended June 30,
	2011			2010
Change in unrealized (gains) losses on derivative contracts	$	(3,115	)	$	(89,977	)
Realized cash settlement losses		23,935			11,559
Total	$	20,820		$	(78,418	)

With respect to our open derivative contracts at June 30, 2011 and 2010, the futures curve of forecasted commodity prices (“forward price curve”) for crude oil generally exceeded the forward price curves that were in effect when the majority of these contracts were entered into, resulting in a net fair value liability position at the end of each respective period.  The change in unrealized (gains) losses on derivative contracts in the first half of 2011 resulted in a $3.1 million gain on such net liability position due to the downward shift in the forward price curve for NYMEX crude oil from January 1 to June 30, 2011.  The change in unrealized (gains) losses on derivative contracts in the first half of 2010 resulted in a $90.0 million gain due to a more significant downward shift in the same forward price curve from January 1 to June 30, 2010.

Income Tax Expense.  Income tax expense totaled $127.2 million for the first six months of 2011, as compared to $130.1 million of income tax for the first six months of 2010.  Our effective income tax rate decreased to 36.4% for the first half of 2011 as compared to a rate of 38.0% for the same period in 2010.  This change in our effective income tax rate was primarily attributable to recent North Dakota corporate tax legislation, which created a one-time benefit in the first half of 2011.  Our effective tax rates for the periods ended June 30, 2011 and 2010 differ from the U.S. statutory income tax rate primarily due to the effects of state income taxes and permanent taxable differences.

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Three Months Ended June 30, 2011 Compared to Three Months Ended June 30, 2010

Selected Operating Data:	Three Months Ended June 30,
	2011			2010
Net production:
Oil (MMBbls)		4.8			4.8
Natural gas (Bcf)		6.3			6.6
Total production (MMBOE)		5.8			5.9
Net sales (in millions):
Oil (1)	$	442.8		$	333.0
Natural gas (1)		31.1			30.0
Total oil and natural gas sales	$	473.9		$	363.0
Average sales prices:
Oil (per Bbl)	$	92.50		$	69.78
Effect of oil hedges on average price (per Bbl)		(3.40	)		(0.68	)
Oil net of hedging (per Bbl)	$	89.10		$	69.10
Average NYMEX price (per Bbl)	$	102.55		$	77.99
Natural gas (per Mcf)	$	4.94		$	4.52
Effect of natural gas hedges on average price (per Mcf)		0.03			0.04
Natural gas net of hedging (per Mcf)	$	4.97		$	4.56
Average NYMEX price (per Mcf)	$	4.32		$	4.09
Cost and expense (per BOE):
Lease operating expenses	$	12.65		$	11.52
Production taxes	$	5.87		$	4.43
Depreciation, depletion and amortization expense	$	18.89		$	16.09
General and administrative expenses	$	3.58		$	2.62

(1)  Before consideration of hedging transactions.

Oil and Natural Gas Sales. Our oil and natural gas sales revenue increased $110.8 million to $473.9 million in the second quarter of 2011 compared to the same period in 2010.  Sales are a function of oil and gas prices and production volumes sold.  Our average price for oil before the effects of hedging increased 33% between periods and our average price for natural gas before the effects of hedging increased 9%.  These increases in average sales prices in 2011 were partially offset by decreases in sales volumes between periods.  Our oil sales volumes remained relatively constant between periods, while our natural gas sales volumes decreased 5%.  We experienced drilling success at our Lewis & Clark field where oil production increased 215 MBbl compared to the second quarter of 2010.  This production increase was offset by a production volume decrease of 125 MBbl at the Postle field due to cold weather and the resulting paraffin issues and a decrease of 120 MBbl at our North Dakota Bakken area, where inclement weather conditions caused well completion delays.  The gas volume decrease of 5% between periods was primarily the result of normal field production decline across many of our areas, as well as gas production volume decreases at our North Dakota Bakken area due to the negative impact of adverse weather conditions.  These production decreases were partially offset by increased gas production of 165 MMcf at our Flat Rock field due to new wells drilled and completed in that area during the last twelve months.

Gain on Hedging Activities.  Our gain on hedging activities decreased $6.1 million in 2011 as compared to the second quarter of 2010, and it consisted of the following (in thousands):

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	Three Months Ended June 30,
	2011		2010
Gains reclassified from AOCI on de-designated hedges	$	2,391	$	8,525

Effective April 1, 2009, we elected to de-designate all of our commodity derivative contracts that had been previously designated as cash flow hedges, and we elected to discontinue all hedge accounting prospectively.  Accordingly, each period we reclassify from AOCI into earnings unrealized gains (which were frozen in AOCI on the April 1, 2009 de-designation date) upon the expiration of these de-designated crude oil hedges, and we report such non-cash unrealized gains as gain on hedging activities.

See Item 3, “Qualitative and Quantitative Disclosures About Market Risk” for a list of our outstanding oil and natural gas derivatives as of July 1, 2011.

Lease Operating Expenses.  Our lease operating expenses during the second quarter of 2011 were $73.8 million, a $6.1 million increase over the same period in 2010.  Our lease operating expenses on a BOE basis also increased from $11.52 during the second quarter of 2010 to $12.65 during the second quarter of 2011.  This rise in LOE in 2011 was primarily related to increases in the cost of oil field goods and services associated with net wells we added during the last twelve months.

Production Taxes.  Our production taxes during the second quarter of 2011 were $34.3 million, an $8.2 million increase over the same period in 2010, which increase was primarily due to higher oil and natural gas sales between periods.  However, our production taxes are generally calculated as a percentage of oil and natural gas sales revenue before the effects of hedging, and we take advantage of credits and exemptions allowed in our various taxing jurisdictions.  As a percentage of oil and gas sales before the effects of hedging, our company-wide production tax rates for the second quarter of 2011 and 2010 remained constant at 7.2%.

Depreciation, Depletion and Amortization.  Our depreciation, depletion and amortization expense increased $15.7 million in 2011 as compared to the second quarter of 2010.  The components of our DD&A expense were as follows (in thousands):

	Three Months Ended June 30,
	2011		2010
Depletion	$	107,622	$	92,245
Depreciation		633		514
Accretion of asset retirement obligations		1,995		1,824
Total	$	110,250	$	94,583

DD&A increased in the second quarter of 2011 primarily due to $15.4 million in higher depletion expense between periods.  This increase was the result of $16.1 million in higher depletion due to an increase in our depletion rate between periods, which effect was partially offset by $0.7 million in lower depletion expense due to a slight decline in overall production volumes when comparing production in the second quarter 2011 to second quarter 2010.  On a BOE basis, our DD&A rate of $18.89 for the second quarter of 2011 was up from the rate of $16.09 for the same period in 2010.  The higher DD&A rate was mainly due to $1,129.5 million in drilling and development expenditures paid during the past twelve months, which was partially offset by a net increase in our estimated proved reserves of 29.8 MMBOE as of December 31, 2010.

Exploration and Impairment Costs.  Our exploration and impairment costs increased $5.7 million in the second quarter of 2011, as compared to the second quarter of 2010.  The components of our exploration and impairment costs were as follows (in thousands):

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	Three Months Ended June 30,
	2011		2010
Exploration	$	12,367	$	10,652
Impairment		7,804		3,857
Total	$	20,171	$	14,509

Exploration costs increased $1.7 million during the second quarter of 2011 as compared to the same period in 2010 primarily due to an increase of $1.7 million in geology related general and administrative expenses.  Impairment expense in the second quarter of 2011 and 2010 primarily related to the amortization of leasehold costs associated with individually insignificant unproved properties.  A higher amount of undeveloped leasehold costs were amortized to impairment on a group basis during the second quarter of 2011 as compared to the second quarter of 2010.

General and Administrative Expenses.  We report general and administrative expenses net of third party reimbursements and internal allocations.  The components of our general and administrative expenses were as follows (in thousands):

	Three Months Ended June 30,
	2011			2010
General and administrative expenses	$	37,446		$	28,440
Reimbursements and allocations		(16,533	)		(13,038	)
General and administrative expense, net	$	20,913		$	15,402

General and administrative expenses before reimbursements and allocations increased $9.0 million during the second quarter of 2011 as compared to the same period in 2010 primarily due to higher employee compensation and an increase in accrued Plan distributions.  Employee compensation increased $6.6 million in the second quarter of 2011 due to personnel hired during the past twelve months, general pay increases and higher stock compensation between periods.  Accrued distributions under the Plan increased $2.1 million between periods.  The increase in reimbursements and allocations in the second quarter of 2011 was primarily caused by higher salary costs and a greater number of field workers on operated properties.  Our general and administrative expenses as a percentage of oil and natural gas sales remained constant at 4% for the second quarters of 2010 and 2011.

Interest Expense.  The components of our interest expense were as follows (in thousands):

	Three Months Ended June 30,
	2011			2010
Senior Subordinated Notes	$	10,063		$	11,081
Credit agreement		3,795			1,963
Amortization of debt issue costs and debt discount		2,114			2,508
Other		37			437
Capitalized interest		(730	)		(357	)
Total	$	15,279		$	15,632

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The decrease in interest expense of $0.4 million between periods was mainly due to lower interest of $1.0 million on our Senior Subordinated Notes that resulted from redeeming $150.0 million of 7.25% notes and $220.0 million of 7.25% notes in early September of 2010.  Also in September 2010, we subsequently issued $350.0 million of 6.5% notes due 2018.  In addition, we incurred higher amounts of capitalized interest between periods due to an increase in costs capitalized on projects requiring longer than six months to be substantially complete and ready for use.  These decreases in interest were partially offset by higher borrowings outstanding under our credit agreement during the second quarter of 2011, which increased interest expense on our credit agreement by $1.8 million.  Our weighted average debt outstanding during the second quarter of 2011 was $1,107.7 million versus $719.5 million for the second quarter of 2010.  Our weighted average effective cash interest rate was 5.0% during the second quarter of 2011 compared to 7.3% during the second quarter of 2010.

Commodity Derivative (Gain) Loss, Net.  All of our commodity derivative contracts as well as our embedded derivatives are marked-to-market each quarter with fair value gains and losses recognized immediately in earnings.  Cash flow is only impacted to the extent that actual cash settlements under these contracts result in making or receiving a payment from the counterparty. Cash settlement gains and losses on derivative contracts that are not embedded derivatives are also recorded immediately to earnings as commodity derivative (gain) loss, net.  The components of our commodity derivative (gain) loss, net were as follows (in thousands):

	Three Months Ended June 30,
	2011			2010
Change in unrealized (gains) losses on derivative contracts	$	(129,723	)	$	(66,491	)
Realized cash settlement losses		16,105			2,995
Total	$	(113,618	)	$	(63,496	)

With respect to our open derivative contracts at June 30, 2011 and 2010, the futures curve of forecasted commodity prices (“forward price curve”) for crude oil generally exceeded the forward price curves that were in effect when the majority of these contracts were entered into, resulting in a net fair value liability position at the end of each respective period.  The change in unrealized (gains) losses on derivative contracts in the second quarter of 2011 resulted in a $129.7 million gain in such net liability position due to the significant downward shift in the forward price curve for NYMEX crude oil from April 1 to June 30, 2011.  The change in unrealized (gains) losses on derivative contracts in the second quarter of 2010 resulted in a $66.5 million gain due to a less significant downward shift in the same forward price curve from April 1 to June 30, 2010.

Income Tax Expense.  Income tax expense totaled $114.4 million for the second quarter of 2011, as compared to $77.2 million of income tax for the second quarter of 2010.  However, our effective income tax rate decreased to 36.0% for the second quarter of 2011 as compared to a rate of 38.1% for the same period in 2010.  This change in our effective income tax rate was primarily attributable to recent North Dakota corporate tax legislation, which created a one-time benefit in the second quarter of 2011.  Our effective tax rates for the periods ended June 30, 2011 and 2010 differ from the U.S. statutory income tax rate primarily due to the effects of state income taxes and permanent taxable differences.

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Liquidity and Capital Resources

Overview.  At June 30, 2011, our debt to total capitalization ratio was 27.8%, we had $11.1 million in cash on hand and $2,755.8 million of equity.  At December 31, 2010, our debt to total capitalization ratio was 24.0%, we had $19.0 million of cash on hand and $2,531.3 million of equity.  In the first half of 2011, we generated $588.2 million of cash provided by operating activities, an increase of $148.1 million over the same period in 2010.  Cash provided by operating activities increased primarily due to higher average sales prices for crude oil as well as higher crude oil and natural gas production volumes.  These positive factors were partially offset by lower average sales prices for natural gas in the first half of 2011, as well as increased lease operating expenses, production taxes, G&G costs and general and administrative expenses during the first half of 2011 as compared to the same period in 2010.  Cash flows from operating activities and net borrowings under our credit agreement totaling $260.0 million were used to finance $660.0 million of drilling and development expenditures, $163.3 million of cash acquisition capital expenditures paid in the first six months of 2011 and the issuance of a $25.0 million note receivable.  The following chart details our exploration, development and undeveloped acreage expenditures incurred by region during the first six months of 2011 (in thousands):

	Drilling and Development Expenditures (1)			Undeveloped Leasehold Expenditures		Exploration Expenditures		Total Expenditures			% of Total
Rocky Mountains	$	448,078		$	102,350	$	12,532	$	562,960			69	%
Permian Basin		153,327			16,699		11,703		181,729			22	%
Mid-Continent		52,818			-		1,190		54,008			7	%
Gulf Coast		5,611			25		1,481		7,117			1	%
Michigan		7,091			185		60		7,336			1	%
Total incurred		666,925			119,259		26,966		813,150			100	%
Increase in accrued capital expenditures		(11,216	)		-		-		(11,216	)
Total paid	$	655,709		$	119,259	$	26,966	$	801,934

_________

  (1) For purposes of this schedule, exploratory dry hole costs of $4.3 million are excluded from drilling and development expenditures as reported on the statement of cash flows and instead have been included in exploration expenditures above.

We continually evaluate our capital needs and compare them to our capital resources.  Our current 2011 capital budget is $1,600.0 million.  This represents a 64% increase from the $978.3 million incurred on exploration, development and acreage expenditures during 2010.  We expect to fund our 2011 capital budget with net cash provided by our operating activities as well as with borrowings under our credit facility.  We have increased our 2011 capital budget from our actual level of 2010 expenditures in response to higher oil prices experienced in 2010 and continuing into the first half of 2011, higher crude oil production volumes projected for 2011, our development of projects expected to generate attractive rates of return, and additional purchases of undeveloped acreage anticipated in 2011.  Although we have only budgeted $200.0 million for acreage acquisitions in 2011, we will continue to selectively pursue property acquisitions that complement our existing core property base.  We believe that should additional attractive acquisition opportunities arise or exploration and development expenditures exceed $1,600.0 million, we will be able to finance additional capital expenditures with cash on hand, cash flows from operating activities, borrowings under our credit agreement, issuances of additional debt or equity securities, or agreements with industry partners.  Our level of exploration, development and acreage expenditures is largely discretionary, and the amount of funds devoted to any particular activity may increase or decrease significantly depending on available opportunities, commodity prices, cash flows and development results, among other factors.  We believe that we have sufficient liquidity and capital resources to execute our business plans over the next 12 months and for the foreseeable future.  In addition, with our expected cash flow streams, commodity price hedging strategies, current liquidity levels, access to debt and equity markets and flexibility to modify future capital expenditure programs, we expect to be able to fund all planned capital programs and debt repayments; comply with our debt covenants; and meet other obligations that may arise from our oil and gas operations.

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Credit Agreement.  Whiting Oil and Gas Corporation (“Whiting Oil and Gas”), our wholly-owned subsidiary, has a credit agreement with a syndicate of banks that as of June 30, 2011 had a borrowing base of $1.1 billion with $638.6 million of available borrowing capacity, which was net of $460.0 million in borrowings and $1.4 million in letters of credit outstanding.

The borrowing base under the credit agreement is determined at the discretion of the lenders, based on the collateral value of our proved reserves that have been mortgaged to the lenders, and is subject to regular redeterminations on May 1 and November 1 of each year, as well as special redeterminations described in the credit agreement, in each case which may reduce the amount of the borrowing base.  A portion of the revolving credit facility in an aggregate amount not to exceed $50.0 million may be used to issue letters of credit for the account of Whiting Oil and Gas or other designated subsidiaries of ours.  As of June 30, 2011, $48.6 million was available for additional letters of credit under the agreement.

The amended credit agreement provides for interest only payments until April 2016, when the entire amount borrowed is due.  Interest accrues at our option at either (i) a base rate for a base rate loan plus the margin in the table below, where the base rate is defined as the greatest of the prime rate, the federal funds rate plus 0.50% or an adjusted LIBOR rate plus 1.00%, or (ii) an adjusted LIBOR rate for a Eurodollar loan plus the margin in the table below.  Additionally, we also incur commitment fees as set forth in the table below on the unused portion of the lesser of the aggregate commitments of the lenders or the borrowing base.

Ratio of Outstanding Borrowings to Borrowing Base	Applicable Margin for Base Rate Loans	Applicable Margin for Eurodollar Loans	Commitment Fee
Less than 0.25 to 1.0	0.50%	1.50%	0.375%
Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0	0.75%	1.75%	0.375%
Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0	1.00%	2.00%	0.50%
Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0	1.25%	2.25%	0.50%
Greater than or equal to 0.90 to 1.0	1.50%	2.50%	0.50%

The credit agreement contains restrictive covenants that may limit our ability to, among other things, incur additional indebtedness, sell assets, make loans to others, make investments, enter into mergers, enter into hedging contracts, incur liens and engage in certain other transactions without the prior consent of our lenders.  Except for limited exceptions, which include the payment of dividends on our 6.25% convertible perpetual preferred stock, the credit agreement also restricts our ability to make any dividend payments or distributions on our common stock.  These restrictions apply to all of the net assets of the subsidiaries.  The credit agreement requires us, as of the last day of any quarter, (i) to not exceed a total debt to the last four quarters’ EBITDAX ratio (as defined in the credit agreement) of 4.25 to 1.0 for quarters ending prior to and on December 31, 2012 and 4.0 to 1.0 for quarters ending March 31, 2013 and thereafter and (ii) to have a consolidated current assets to consolidated current liabilities ratio (as defined in the credit agreement and which includes an add back of the available borrowing capacity under the credit agreement) of not less than 1.0 to 1.0.  We were in compliance with its covenants under the credit agreement as of June 30, 2011.

For further information on the interest rates and loan security related to our credit agreement, refer to the Long-Term Debt footnote in the Notes to Consolidated Financial Statements.

Senior Subordinated Notes.  In September 2010, we issued at par $350.0 million of 6.5% Senior Subordinated Notes due October 2018.  In October 2005, we issued at par $250.0 million of 7% Senior Subordinated Notes due February 2014.

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The indentures governing the notes restrict us from incurring additional indebtedness, subject to certain exceptions, unless our fixed charge coverage ratio (as defined in the indentures) is at least 2.0 to 1.  If we were in violation of this covenant, then we may not be able to incur additional indebtedness, including under Whiting Oil and Gas Corporation’s credit agreement.  Additionally, the indentures governing the notes contain restrictive covenants that may limit our ability to, among other things, pay cash dividends, redeem or repurchase our capital stock or our subordinated debt, make investments or issue preferred stock, sell assets, consolidate, merge or transfer all or substantially all of the assets of ours and our restricted subsidiaries taken as a whole and enter into hedging contracts.  These covenants may potentially limit the discretion of our management in certain respects.  We were in compliance with these covenants as of June 30, 2011.  However, a substantial or extended decline in oil or natural gas prices may adversely affect our ability to comply with these covenants in the future.

Schedule of Contractual Obligations.  The table below does not include our Production Participation Plan liability of $103.0 million (which amount comprises both the long and short-term portions of this obligation) as of June 30, 2011, since we cannot determine with accuracy the timing or amounts of future payments.  The following table summarizes our obligations and commitments as of June 30, 2011 to make future payments under certain contracts, aggregated by category of contractual obligation, for specified time periods (in thousands):

	Payments due by period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-term debt (a)	$	1,060,000	$	-	$	250,000	$	460,000	$	350,000
Cash interest expense on debt (b)		253,895		49,380		91,468		61,859		51,188
Derivative contract liability fair value (c)		160,555		61,820		98,735		-		-
Asset retirement obligation (d)		86,405		6,036		7,619		7,315		65,435
Tax sharing liability (e)		23,513		1,786		3,187		18,540		-
Purchasing obligations (f)		858,375		49,694		134,854		239,224		434,603
Drilling rig contracts (g)		210,678		77,987		128,339		4,352		-
Operating leases (h)		10,261		4,132		5,401		672		56
Total	$	2,663,682	$	250,835	$	719,603	$	791,962	$	901,282

________________

(a) Long-term debt consists of the 7% Senior Subordinated Notes due 2014, the 6.5% Senior Subordinated Notes due 2018 and the outstanding borrowings under our credit agreement, and assumes no principal repayment until the due date of the instruments.

(b) Cash interest expense on the 7% Senior Subordinated Notes due 2014 and the 6.5% Senior Subordinated Notes due 2018 is estimated assuming no principal repayment until the due date of the instruments.  Cash interest expense on the credit agreement is estimated assuming no principal repayment until the instrument due date and is estimated at a fixed interest rate of 2.0%.

(c) The above derivative obligation at June 30, 2011 consists of a $155.2 million fair value liability for derivative contracts we have entered into on our own behalf, primarily in the form of costless collars, to hedge our exposure to crude oil price fluctuations.  With respect to our open derivative contracts at June 30, 2011 with certain counterparties, the forward price curve for crude oil generally exceeded the price curve that was in effect when these contracts were entered into, resulting in a derivative fair value liability.  If current market prices are higher than a collar’s price ceiling when the cash settlement amount is calculated, we are required to pay the contract counterparties.  The ultimate settlement amounts under our derivative contracts are unknown, however, as they are subject to continuing market risk and commodity price volatility.  The above derivative obligation at June 30, 2011 also consists of a $4.0 million payable to Whiting USA Trust I (the “Trust”) for derivative contracts that we have entered into but have in turn conveyed to the Trust.  Although these derivatives are in a fair value asset position at quarter end, 75.8% of such derivative assets are due to the Trust under the terms of the conveyance.  The remaining $1.4 million derivative fair value liability relates to embedded commodity-based derivatives.

(d) Asset retirement obligations represent the present value of estimated amounts expected to be incurred in the future to plug and abandon oil and gas wells, remediate oil and gas properties and dismantle their related facilities.

(e) Amounts shown represent the present value of estimated payments due to Alliant Energy based on projected future income tax benefits attributable to an increase in our tax bases.  As a result of the Tax Separation and Indemnification Agreement signed with Alliant Energy, the increased tax bases are expected to result in increased future income tax deductions and, accordingly, may reduce income taxes otherwise payable by us.  Under this agreement, we have agreed to pay Alliant Energy 90% of the future tax benefits we realize annually as a result of this step up in tax basis for the years ending on or prior to December 31, 2013.  In 2014, we will be obligated to pay Alliant Energy the present value of the remaining tax benefits assuming all such tax benefits will be realized in future years.

(f) We have four take-or-pay purchase agreements, two agreements expiring in December 2014, one agreement expiring in December 2017 and one agreement expiring in December 2029, whereby we have committed to buy certain volumes of CO2 for use in enhanced recovery projects in our Postle field in Oklahoma and our North Ward Estes field in Texas.  The purchase agreements are with three different suppliers.  Under the terms of the agreements, we are obligated to purchase a minimum daily volume of CO2 (as calculated on an annual basis) or else pay for any deficiencies at the price in effect when the minimum delivery was to have occurred.  In addition, we have two ship-or-pay agreements with two different parties, one expiring in June 2013 and one expiring in December 2017, whereby we have committed to transport a minimum daily volume of CO2 via certain pipelines or else pay for any deficiencies at a price stipulated in the contract.  The CO2 volumes planned for use in the enhanced recovery projects in the Postle and North Ward Estes fields currently exceed the minimum daily volumes specified in these agreements.  Therefore, we expect to avoid any payments for deficiencies.  The purchasing obligations reported above represent our minimum financial commitment pursuant to the terms of these contracts.  However, our actual expenditures under these contracts are expected to exceed the minimum commitments presented above.

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(g) We currently have eleven drilling rigs under long-term contract, of which two drilling rigs expire in 2012, three in 2013 and six in 2014.  All of these rigs are operating in the Rocky Mountains region.  As of June 30, 2011, early termination of the remaining contracts would require termination penalties of $145.9 million, which would be in lieu of paying the remaining drilling commitments of $210.7 million.  No other drilling rigs working for us are currently under long-term contracts or contracts that cannot be terminated at the end of the well that is currently being drilled.  Due to the short-term and indeterminate nature of the time remaining on rigs drilling on a well-by-well basis, such obligations have not been included in this table.

(h) We lease 135,026 square feet of administrative office space in Denver, Colorado under an operating lease arrangement expiring in 2013, 46,700 square feet of office space in Midland, Texas expiring in 2012 and 20,000 square feet of office space in Dickinson, North Dakota expiring in 2016.

Based on current oil and natural gas prices and anticipated levels of production, we believe that the estimated net cash generated from operations, together with cash on hand and amounts available under our credit agreement, will be adequate to meet future liquidity needs, including satisfying our financial obligations and funding our operations and exploration and development activities.

New Accounting Pronouncements

For further information on the effects of recently adopted accounting pronouncements and the potential effects of new accounting pronouncements, refer to the Adopted and Recently Issued Accounting Pronouncements footnote in the Notes to Consolidated Financial Statements.

Critical Accounting Policies and Estimates

Information regarding critical accounting policies and estimates is contained in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

Effects of Inflation and Pricing

During the first quarter of 2010, we began to experience moderate cost increases, as the demand for oil field products and services had begun to rise from 2009 levels.  These price increases continued through the remainder of 2010 and in the first half of 2011.  The oil and gas industry is very cyclical and the demand for goods and services of oil field companies, suppliers and others associated with the industry put extreme pressure on the economic stability and pricing structure within the industry.  Typically, as prices for oil and natural gas increase, so do all associated costs.  Conversely, in a period of declining prices, associated cost declines are likely to lag and not adjust downward in proportion to prices.  Material changes in prices also impact the current revenue stream, estimates of future reserves, borrowing base calculations of bank loans, depletion expense, impairment assessments of oil and gas properties, and values of properties in purchase and sale transactions.  Material changes in prices can impact the value of oil and gas companies and their ability to raise capital, borrow money and retain personnel.  While we do not currently expect business costs to materially increase, higher prices for oil and natural gas could result in increases in the costs of materials, services and personnel.

Forward-Looking Statements

This report contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  All statements other than historical facts, including, without limitation, statements regarding our future financial position, business strategy, projected revenues, earnings, costs, capital expenditures and debt levels, and plans and objectives of management for future operations, are forward-looking statements.  When used in this report, words such as we “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe” or “should” or the negative thereof or variations thereon or similar terminology are generally intended to identify forward-looking statements.  Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements.

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These risks and uncertainties include, but are not limited to:  declines in oil or natural gas prices; impacts of the global recession and tight credit markets; our level of success in exploitation, exploration, development and production activities; adverse weather conditions that may negatively impact development or production activities; the timing of our exploration and development expenditures, including our ability to obtain CO2; inaccuracies of our reserve estimates or our assumptions underlying them; revisions to reserve estimates as a result of changes in commodity prices; risks related to our level of indebtedness and periodic redeterminations of the borrowing base under our credit agreement; our ability to generate sufficient cash flows from operations to meet the internally funded portion of our capital expenditures budget; our ability to obtain external capital to finance exploration and development operations and acquisitions; federal and state initiatives relating to the regulation of hydraulic fracturing; the potential impact of federal debt reduction initiatives and tax reform legislation being considered by the U.S. Federal government that could have a negative effect on the oil and gas industry; our ability to identify and complete acquisitions and to successfully integrate acquired businesses; unforeseen underperformance of or liabilities associated with acquired properties; our ability to successfully complete potential asset dispositions; the impacts of hedging on our results of operations; failure of our properties to yield oil or gas in commercially viable quantities; uninsured or underinsured losses resulting from our oil and gas operations; our inability to access oil and gas markets due to market conditions or operational impediments; the impact and costs of compliance with laws and regulations governing our oil and gas operations; our ability to replace our oil and natural gas reserves; any loss of our senior management or technical personnel; competition in the oil and gas industry in the regions in which we operate; risks arising out of our hedging transactions; and other risks described under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.  We assume no obligation, and disclaim any duty, to update the forward-looking statements in this report.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Risk

Our quantitative and qualitative disclosures about market risk for changes in commodity prices and interest rates are included in Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and have not materially changed since that report was filed.

Commodity Derivative Contracts—Our outstanding hedges as of July 1, 2011 are summarized below:

Whiting Petroleum Corporation

Commodity	Period	Monthly Volume (Bbl)	Weighted Average NYMEX Floor/Ceiling
Crude Oil	07/2011 to 09/2011	895,000	$60.87/$97.87
Crude Oil	10/2011 to 12/2011	895,000	$60.87/$97.87
Crude Oil	01/2012 to 03/2012	650,000	$59.74/$105.79
Crude Oil	04/2012 to 06/2012	650,000	$59.74/$105.79
Crude Oil	07/2012 to 09/2012	650,000	$59.74/$105.79
Crude Oil	10/2012 to 12/2012	650,000	$59.74/$105.79
Crude Oil	01/2013 to 03/2013	290,000	$47.67/$90.21
Crude Oil	04/2013 to 06/2013	290,000	$47.67/$90.21
Crude Oil	07/2013 to 09/2013	290,000	$47.67/$90.21
Crude Oil	10/2013	290,000	$47.67/$90.21
Crude Oil	11/2013	190,000	$47.22/$85.06

In connection with our conveyance on April 30, 2008 of a term net profits interest to Whiting USA Trust I (the “Trust”), the rights to any future hedge payments we make or receive on certain of our derivative contracts, representing 666 MBbls of crude oil and 2,460 MMcf of natural gas from 2011 through 2012, have been conveyed to the Trust, and therefore such payments will be included in the Trust’s calculation of net proceeds.  Under the terms of the aforementioned conveyance, we retain 10% of the net proceeds from the underlying properties.  Our retention of 10% of these net proceeds combined with our ownership of 2,186,389 Trust units, results in third-party public holders of Trust units receiving 75.8%, while we retain 24.2%, of future economic results of such hedges.  No additional hedges are allowed to be placed on Trust assets.

The table below summarizes all of the costless collars that we entered into and then in turn conveyed, as described in the preceding paragraph, to Whiting USA Trust I (of which we retain 24.2% of the future economic results and third-party public holders of Trust units receive 75.8% of the future economic results):

Conveyed to Whiting USA Trust I

Commodity	Period	Monthly Volume (Bbl)/(MMBtu)	Weighted Average NYMEX Floor/Ceiling
Crude Oil	07/2011 to 09/2011	39,170	$74.00/$140.15
Crude Oil	10/2011 to 12/2011	38,242	$74.00/$140.75
Crude Oil	01/2012 to 03/2012	37,412	$74.00/$141.27
Crude Oil	04/2012 to 06/2012	36,572	$74.00/$141.73
Crude Oil	07/2012 to 09/2012	35,742	$74.00/$141.70
Crude Oil	10/2012 to 12/2012	35,028	$74.00/$142.21
Natural Gas	07/2011 to 09/2011	148,163	$6.00/$13.65
Natural Gas	10/2011 to 12/2011	142,787	$7.00/$14.25
Natural Gas	01/2012 to 03/2012	137,940	$7.00/$15.55
Natural Gas	04/2012 to 06/2012	134,203	$6.00/$13.60
Natural Gas	07/2012 to 09/2012	130,173	$6.00/$14.45
Natural Gas	10/2012 to 12/2012	126,613	$7.00/$13.40

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The collared hedges shown above have the effect of providing a protective floor while allowing us to share in upward pricing movements.  Consequently, while these hedges are designed to decrease our exposure to price decreases, they also have the effect of limiting the benefit of price increases above the ceiling.  For the crude oil contracts listed in both tables above, a hypothetical $10.00 per Bbl change in the NYMEX forward curve as of June 30, 2011 applied to the notional amounts would cause a change in our commodity derivative (gain) loss of $110.6 million.  For the natural gas contracts listed above, a hypothetical $1.00 per Mcf change in the NYMEX forward curve as of June 30, 2011 applied to the notional amounts would cause a change in our commodity derivative (gain) loss of $0.4 million.

We have various fixed price gas sales contracts with end users for a portion of the natural gas we produce in Colorado, Michigan and Utah.  Our estimated future production volumes to be sold under these fixed price contracts as of July 1, 2011 are summarized below:

Commodity	Period	Monthly Volume (MMBtu)	Weighted Average Price Per MMBtu
Natural Gas	07/2011 to 09/2011	772,460	$5.30
Natural Gas	10/2011 to 12/2011	772,460	$5.30
Natural Gas	01/2012 to 03/2012	577,127	$5.30
Natural Gas	04/2012 to 06/2012	461,460	$5.41
Natural Gas	07/2012 to 09/2012	465,794	$5.41
Natural Gas	10/2012 to 12/2012	398,667	$5.46
Natural Gas	01/2013 to 03/2013	360,000	$5.47
Natural Gas	04/2013 to 06/2013	364,000	$5.47
Natural Gas	07/2013 to 09/2013	368,000	$5.47
Natural Gas	10/2013 to 12/2013	368,000	$5.47
Natural Gas	01/2014 to 03/2014	330,000	$5.49
Natural Gas	04/2014 to 06/2014	333,667	$5.49
Natural Gas	07/2014 to 09/2014	337,333	$5.49
Natural Gas	10/2014 to 12/2014	337,333	$5.49

Embedded Commodity Derivative Contracts—The price we pay for oil field products and services significantly impacts our profitability, reserve estimates, access to capital and future growth rate.  Typically, as prices for oil and natural gas increase, so do all associated costs.  We have entered into certain contracts for oil field goods and services with price adjustment clauses that are linked to changes in NYMEX crude oil prices to reduce our exposure to paying higher than the market rates for these goods and services in a climate of declining oil prices.  We have determined that the portions of these contracts linked to NYMEX oil prices are not clearly and closely related to the host contracts, and we have therefore bifurcated these embedded pricing features from their host contracts and reflected them at fair value in the consolidated financial statements.  These embedded commodity derivative contracts have not been designated as hedges, and therefore all changes in fair value since inception have been recorded immediately to earnings.

As of June 30, 2011, we had eight contracts with drilling rig companies, whereby the rig day rates increased or decreased along with changes in the price of NYMEX crude oil.  These drilling rig contracts have various termination dates ranging from July 2011 to July 2014.  For these embedded commodity derivative contracts, a hypothetical $10.00 per Bbl change in the NYMEX forward curve as of June 30, 2011 would cause a change in our commodity derivative (gain) loss of $2.2 million.

In May 2011, we entered into a long-term contract to purchase CO2 from 2015 through 2029 for use in our enhanced oil recovery project at our North Ward Estes field in Texas.  The price per Mcf of CO2 purchased under this agreement increases or decreases as the average price of NYMEX crude oil likewise increases or decreases.  For this embedded commodity derivative contract, a hypothetical $10.00 per Bbl change in the NYMEX forward curve as of June 30, 2011 would cause a change in our commodity derivative (gain) loss of $12.1 million.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.  In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), our management evaluated, with the participation of our Chairman and Chief Executive Officer and our Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of June 30, 2011.  Based upon their evaluation of these disclosures controls and procedures, the Chairman and Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures were effective as of June 30, 2011 to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting.  There was no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Whiting is subject to litigation claims and governmental and regulatory proceedings arising in the ordinary course of business.  We believe that all claims and litigation we are involved in are not likely to have a material adverse effect on our consolidated financial position, cash flows or results of operations.

In November 2010, Whiting previously disclosed a well incident at the Roggenbuck 14-25H well in North Dakota in which a valve near the wellhead failed resulting in water, oil and natural gas flowing from the well, with Whiting containing and hauling from the well site the liquids being produced.  Whiting received a complaint, dated February 15, 2011, in an administrative action by the North Dakota Industrial Commission (the “NDIC”) alleging that in connection with such incident Whiting violated certain sections of the North Dakota Administrative Code governing the oil and gas industry, including by not controlling subsurface pressure on a well, by allowing oil and brine to flow over and pool on the surface of the land and by not properly maintaining a dike on the well site.  The incident described above was of relatively short duration, was fully and promptly remediated and there were no injuries.  Whiting and the NDIC entered into a consent agreement in June 2011 in which the administrative complaint was dismissed with prejudice without any admission of liability by Whiting.  Pursuant to the consent agreement, Whiting agreed to (i) reimburse the NDIC for its costs and expenses of $4,357, (ii) contribute $15,000 to the North Dakota Abandoned Oil and Gas Well Plugging and Site Reclamation Fund and (iii) construct specified containment dikes and install frac strings inside the intermediate casing on each well drilled within one mile of certain designated water bodies until the earlier of December 31, 2012 or the date new rules covering dikes and frac strings are promulgated.

Item 1A. Risk Factors

Risk factors relating to us are contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.  No material change to such risk factors has occurred during the six months ended June 30, 2011.

Item 6. Exhibits

The exhibits listed in the accompanying index to exhibits are filed as part of this Quarterly Report on Form 10-Q.

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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 thereunto duly authorized, on this 29th day of July, 2011.

	WHITING PETROLEUM CORPORATION
By	/s/ James J. Volker
	James J. Volker
	Chairman and Chief Executive Officer
By	/s/ Michael J. Stevens
	Michael J. Stevens
	Vice President and Chief Financial Officer
By	/s/ Brent P. Jensen
	Brent P. Jensen
	Controller and Treasurer

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EXHIBIT INDEX

Exhibit Number	Exhibit Description
(3.1)	Certificate of Amendment to the Restated Certificate of Incorporation of Whiting Petroleum Corporation.
(3.2)	Restated Certificate of Incorporation of Whiting Petroleum Corporation.
(31.1)	Certification by the Chairman and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
(31.2)	Certification by the Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
(32.1)	Written Statement of the Chairman and Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
(32.2)	Written Statement of the Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
(101)	The following materials from Whiting Petroleum Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010, (ii) the Consolidated Statements of Income for the Three and Six Months Ended June 30, 2011 and 2010, (iii) the Consolidated Statements of Cash Flow for the Six Months Ended June 30, 2011 and 2010, (iv) the Consolidated Statements of Equity and Comprehensive Income for the Six Months Ended June 30, 2011 and 2010, and (v) Notes to Consolidated Financial Statements.

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EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

OF

WHITING PETROLEUM CORPORATION

Whiting Petroleum Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “GCL”), does hereby certify as follows:

1.           That at a meeting of the Board of Directors of the Corporation resolutions were duly adopted setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling for the stockholders of the Corporation to consider such amendment at the next annual meeting of the Corporation. The resolution setting forth the proposed amendment is as follows:

“RESOLVED, that an amendment to the Restated Certificate of Incorporation of the Corporation to delete the existing paragraph (a) of Article FOURTH and insert in lieu thereof the following is hereby adopted and approved for and on behalf of the Corporation and proposed for submission to the Corporation’s stockholders:

“(a)           Authorized Capital Stock.  The total number of shares of stock which the Corporation shall have authority to issue is 305,000,000 shares of capital stock, consisting of (i) 300,000,000 shares of common stock, each having a par value of $0.001 per share (the “Common Stock”), and (ii) 5,000,000 shares of preferred stock, each having a par value of $0.001 per share (the “Preferred Stock”).”

2.           That pursuant to a resolution of the Board of Directors the annual meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the GCL at which meeting the necessary number of shares as required by the GCL were voted in favor of the amendment.

3.           That said amendment was duly adopted in accordance with the provisions of Section 242 of the GCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf this 3rd day of May, 2011.

By:	/s/ Bruce R. DeBoer
Name:	Bruce R. DeBoer
Title:	Vice President, General Counsel and Corporate Secretary

EX-3.2

Exhibit 3.2

RESTATED

CERTIFICATE OF INCORPORATION

OF

WHITING PETROLEUM CORPORATION

Pursuant to Section 245 of the

Delaware General Corporation Law

Whiting Petroleum Corporation, (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “GCL”), does hereby certify as follows:

(1)      The name of the Corporation is Whiting Petroleum Corporation.  The Corporation was originally incorporated under the name Whiting Petroleum Holdings, Inc.  The original certificate of incorporation of the Corporation was filed with the office of the Secretary of State of the State of Delaware on the 18th day of July, 2003.

(2)      This Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation in accordance with Section 245 of the GCL.

(3)      This Restated Certificate of Incorporation restates and integrates and does not further amend the Amended and Restated Certificate of Incorporation of the Corporation, as heretofore restated, amended or supplemented. There is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation

(4)      The text of the Amended and Restated Certificate of Incorporation is restated in its entirety as follows:

FIRST:               Name.  The name of the Corporation is Whiting Petroleum Corporation (the “Corporation”).

SECOND:          Agent for Service.  The address of the registered office of the Corporation in the State of Delaware shall be at 1209 Orange Street, City of Wilmington, County of New Castle; and the name of its registered agent at such address shall be Corporation Trust Company.

THIRD:              Purpose.  The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware (the “GCL”).

FOURTH:          Capital Stock.

(a)           Authorized Capital Stock.  The total number of shares of stock which the Corporation shall have authority to issue is 305,000,000 shares of capital stock, consisting of (i) 300,000,000 shares of common stock, each having a par value of $0.001 per share (the “Common Stock”), and (ii) 5,000,000 shares of preferred stock, each having a par value of $0.001 per share (the “Preferred Stock”).

(b)           Common Stock.  The powers, preferences and rights, and the qualifications, limitations and restrictions, of each class of the Common Stock are as follows:

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(1)           No Cumulative Voting.  The holders of shares of Common Stock shall not have cumulative voting rights.

(2)           Dividends; Stock Splits.  Subject to the rights of the holders of Preferred Stock, and subject to any other provisions of this Restated Certificate of Incorporation, as it may be amended from time to time, holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock or property of the Corporation when, as and if declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor.

(3)           Liquidation, Dissolution, etc.  In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Corporation, the holders of shares of Common Stock shall be entitled to receive the assets and funds of the Corporation available for distribution after payments to creditors and to the holders of any Preferred Stock of the Corporation that may at the time be outstanding, in proportion to the number of shares held by them, respectively.

(4)           Merger, etc.  In the event of a merger or consolidation of the Corporation with or into another entity (whether or not the Corporation is the surviving entity), the holders of each share of Common Stock shall be entitled to receive the same per share consideration on a per share basis.

(5)           No Preemptive or Subscription Rights.  No holder of shares of Common Stock shall be entitled to preemptive or subscription rights.

(c)           Preferred Stock.  The Board of Directors is hereby expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series, including, without limitation, the authority to provide that any such class or series may be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates (which may be fixed or variable), on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends  payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; or (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions.

Pursuant to the authority conferred by this Article FOURTH, the following series of Preferred Stock are hereby provided for, with the number of shares included in each such series, and the designation, the voting and other powers, preferences, and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof fixed as stated and expressed with respect to each such series in the respective exhibit attached hereto as specified below and incorporated herein by reference:

Exhibit I:                      Series A Junior Participating Preferred Stock

Exhibit II:                     6.25% Convertible Perpetual Preferred Stock

(d)           Power to Sell and Purchase Shares.  Subject to the requirements of applicable law, the Corporation shall have the power to issue and sell all or any part of any shares of any class of stock herein or hereafter authorized to such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not greater consideration could be received upon the issue or sale of the same number of shares of another class, and as otherwise permitted by law.  Subject to the requirements of applicable law, the Corporation shall have the power to purchase any shares of any class of stock herein or hereafter authorized from such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not less consideration could be paid upon the purchase of the same number of shares of another class, and as otherwise permitted by law.

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FIFTH:               Directors.  The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(a)           Business and Affairs of the Corporation.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(b)           Number of Directors.  The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation.

(c)           Classified 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 ClassII 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 of stockholders 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.  As used in this Restated Certificate of Incorporation, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

(d)           Term.  A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

(e)           Vacancies; Removal.  Subject to the terms of any one or more classes or series of Preferred Stock, any vacancy on the Board of Directors that results from an increase in the number of directors may be filled only by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors may be filled only by a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director.  Any director of any class elected to fill a vacancy resulting from an increase in the number of directors of such class shall hold office for a term that shall coincide with the remaining term of that class.  Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.  Subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding, any or all of the directors of the Corporation may be removed from office at any time, but only for cause, by the affirmative vote of the holders of at least seventy percent (70%) of the voting power of the Corporation’s then outstanding capital stock entitled to vote generally in the election of directors.  Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article FIFTH unless expressly provided by such terms.

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(f)           Power of the Directors.  In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Restated Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

SIXTH:               Director Liability.  No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the GCL as the same exists or may hereafter be amended.  If the GCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent authorized by the GCL, as so amended.  Any repeal or modification of this Article SIXTH shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

SEVENTH:          Indemnification.  The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) 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.  The right to indemnification conferred by this Article SEVENTH shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition.

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 SEVENTH to directors and officers of the Corporation.

The rights to indemnification and to the advance of expenses conferred in this Article SEVENTH shall not be exclusive of any other right which any person may have or hereafter acquire under this Restated Certificate of Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

Any repeal or modification of this Article SEVENTH shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

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EIGHTH:             Special Stockholder Meetings.  Unless otherwise required by law, special meetings of stockholders, 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.  The ability of the stockholders to call a special meeting is hereby specifically denied.

NINTH:               No Action by Written Consent.  Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation, and the ability of the stockholders to consent in writing to the taking of any action is hereby specifically denied.

TENTH:              Place of Stockholder Meetings and Corporate Books.  Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide.  The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

ELEVENTH:       Amendment of By-Laws.  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 (70%) of the voting power of the shares entitled to vote at an election of directors.

TWELFTH:        Amendment of Certificate of Incorporation.  The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation in the manner now or hereafter prescribed in this Restated Certificate of Incorporation, the Corporation’s By-Laws or the GCL, and all rights herein conferred upon stockholders are granted subject to such reservation; provided, however, that, notwithstanding any other provision of this Restated Certificate of Incorporation (and in addition to any other vote that may be required by law), the affirmative vote of the holders of at least seventy percent (70%) of the voting power of the shares entitled to vote at an election of directors shall be required to amend, alter, change or repeal, or to adopt any provisions as part of this Restated Certificate of Incorporation inconsistent with the purpose and intent of Articles FIFTH, SIXTH, EIGHTH, NINTH and ELEVENTH of this Restated Certificate of Incorporation or this Article TWELFTH.

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IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be executed on its behalf this 3rd day of May, 2011.

By:	/s/ Bruce R. DeBoer
Name:	Bruce R. DeBoer
Title:	Vice President, General Counsel and Corporate Secretary

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Exhibit I

CERTIFICATE OF DESIGNATIONS, PREFERENCES

AND RIGHTS OF

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK, $0.001 par value

of

WHITING PETROLEUM CORPORATION

        The undersigned, Bruce R. DeBoer, the Vice President, General Counsel and Corporate Secretary of Whiting Petroleum Corporation (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that, pursuant to the authority conferred upon the Board of Directors of the Company by the Company’s Amended and Restated Certificate of Incorporation to issue shares of preferred stock in series by distinct designation by the Board of Directors of the Company, and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors on February 23, 2006 adopted the following resolution creating a series of one million five hundred thousand (1,500,000) shares of preferred stock designated as Series A Junior Participating Preferred Stock:

        RESOLVED, that, pursuant to the authority vested in the Board in accordance with the provisions of the Company’s Amended and Restated Certificate of Incorporation and the Delaware General Corporation Law, a series of Preferred Stock, $0.001 par value per share, of the Company be and it hereby is created, and that the designation and number of shares and relative rights and preferences thereof are as set forth below:

Terms of the Series A Junior Participating Preferred Stock,

$0.001 par value, of

Whiting Petroleum Corporation

Series A Junior Participating Preferred Stock

(1)           Designation and Amount.  There is hereby created a series of Preferred Shares that shall be designated as “Series A Junior Participating Preferred Stock”, par value $0.001 per share (the “Series A Preferred Stock”), and the number of shares constituting such series shall be 1,500,000.  Such number of shares may be increased or decreased by resolution of the Board of Directors; provided that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation into Series A Preferred Stock.

(2)           Dividends and Distributions.

(A)           The holders of shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first business days of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all noncash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock.  In the event the Corporation shall at any time after February 23, 2006 (the “Rights Declaration Date”) (a) declare any dividend on Common Stock payable in shares of Common Stock, (b) subdivide the outstanding Common Stock, or (c) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

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(B)           The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C)           Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest.  Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding.  The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

(3)           Voting Rights.  The holders of shares of Series A Preferred Stock shall have the following voting rights:

(A)           Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation.  In the event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

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(B)           Except as otherwise provided herein, in any other resolution of the Board of Directors creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(C)           Except as set forth herein, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

(4)           Certain Restrictions.

(A)           Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i)           declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

(ii)           declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii)           redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior to or on a parity with (both as to dividends or upon dissolution, liquidation or winding up) the Series A Preferred Stock; or

(iv)           purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B)           The Corporation shall not permit any corporation of which an amount of voting securities sufficient to elect at least a majority of the directors of such corporation is beneficially owned, directly or indirectly, by the Corporation or otherwise controlled by the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

(5)           Reacquired Shares.  All shares of Series A Preferred Stock that shall at any time have been reacquired by the Corporation shall, after such reacquisition, have the status of authorized but unissued shares of Preferred Stock of the Corporation, without designation as to series, and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

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(6)           Liquidation, Dissolution or Winding Up.  Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (A) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (B) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.  In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (A) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(7)           Consolidation, Merger, etc.  In case the Corporation shall enter into any consolidation, merger, combination, share exchange or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.  In the event the Corporation shall at any time after the Rights Declaration Date (A) declare any dividend on Common Stock payable in shares of Common Stock, (B) subdivide the outstanding Common Stock, or (C) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(8)           No Redemption.  The shares of Series A Preferred Stock shall not be redeemable.

(9)           Amendment.  To the fullest extent permitted by applicable law, prior to such time as shares of Series A Preferred Stock are issued and outstanding, the Board of Directors may modify, amend, alter or revoke any of the number of shares of Series A Preferred Stock, the powers, preferences or special rights of the Series A Preferred Stock or the other terms of the Series A Preferred Stock.  From and after such time as shares of Series A Preferred Stock are issued and outstanding, the Amended and Restated Certificate of Incorporation of the Corporation shall not be amended in any manner that would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class.

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(10)           Fractional Shares.  Series A Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock.

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IN WITNESS WHEREOF, I have hereunto subscribed my name as of this 23rd day of February, 2006.

 /s/ Bruce R. DeBoer

Bruce R. DeBoer

Vice President, General Counsel and Corporate Secretary

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Exhibit II

CERTIFICATE OF DESIGNATIONS OF

6.25% CONVERTIBLE PERPETUAL PREFERRED STOCK

OF WHITING PETROLEUM CORPORATION

Pursuant to Section 151 of the General Corporation Law of the State of Delaware

           WHITING PETROLEUM CORPORATION, a Delaware corporation (the “Company”), certifies that pursuant to the authority contained in Article FOURTH of its Amended and Restated Certificate of Incorporation, and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), the Special Offering Committee, duly authorized by the Board of Directors of the Company, by resolution adopted by unanimous written consent, pursuant to Section 141(f) of the DGCL, on June 17, 2009, duly approved and adopted the following resolution, which resolution remains in full force and effect on the date hereof:

RESOLVED, that a series of preferred stock, par value $0.001 per share, of the Company be, and hereby is, created, and that the designation and number of shares thereof and the voting and other powers, preferences, and relative, participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof are as set forth below:

1.      Designation and Amount; Ranking

(a)      There shall be created from the 5,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), of the Company authorized to be issued pursuant to the Certificate of Incorporation (as herein defined), a series of preferred stock, designated as the “6.25% Convertible Perpetual Preferred Stock,” par value $0.001 per share (the “Convertible Preferred Stock”), and the designated number of shares of Convertible Preferred Stock shall be 3,450,000. Shares of Convertible Preferred Stock that are redeemed, purchased or otherwise acquired by the Company, or converted into shares of Common Stock, shall be cancelled and shall revert to authorized but unissued shares of Preferred Stock.

(b)      The Convertible Preferred Stock, with respect to dividend rights and rights upon the liquidation, winding-up or dissolution of the Company, ranks: (i) senior to all Junior Stock (as herein defined); (ii) on a parity, in all respects, with all Parity Stock (as herein defined); and (iii) junior to all Senior Stock (as herein defined), in each case as provided more fully herein.  The Company’s ability to issue any class or series of Senior Stock (or any security convertible into Senior Stock) shall be subject to Section 5(a)(v).

2.      Definitions. As used herein, the following terms shall have the following meanings:

(a)      “Accrued Dividends” shall mean, with respect to any share of Convertible Preferred Stock, as of any date, the accrued and unpaid dividends on such share from, and including, the most recent Dividend Payment Date (or June 23, 2009, if such date is prior to the first Dividend Payment Date) to, but not including, such date.

(b)      “Accumulated Dividends” shall mean, with respect to any share of Convertible Preferred Stock, as of any date, the aggregate accumulated and unpaid dividends on such share from June 23, 2009 until the most recent Dividend Payment Date on or prior to such date.

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(c)      “Additional Shares” shall have the meaning set forth in Section 4A.

(d)      “Affiliate” shall have the meaning ascribed to it, on the date hereof, under Rule 405 of the Securities Act.

(e)      “Agent Members” shall have the meaning set forth in Section 10(a).

(f)      “Board of Directors” shall mean the Board of Directors of the Company or, with respect to any action to be taken by the Board of Directors, any committee of the Board of Directors duly authorized to take such action.

(g)      “Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law or executive order to close.

(h)      “Certificate of Incorporation”shall mean the Amended and Restated Certificate of Incorporation of the Company.

(i)       “Certificated Convertible Preferred Stock” shall have the meaning set forth in Section 10(a)(iii).

(j)       “close of business” means 5:00 p.m. (New York City time).

(k)      “Closing Sale Price” of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the principal United States securities exchange on which the Common Stock is traded or, if the Common Stock is not listed on a United States national or regional securities exchange, as reported by Pink Sheets LLC. In the absence of such a quotation, the Closing Sale Price shall be an amount determined in good faith by the Board of Directors, or a committee thereof, to be the fair value of the Common Stock.

(l)       “Common Stock” shall mean the common stock, par value $0.001 per share, of the Company or any other capital stock of the Company into which such Common Stock shall be reclassified or changed.

(m)     “Company” shall mean Whiting Petroleum Corporation, a Delaware corporation.

(n)      “Continuing Directors” shall mean (i) individuals who on the date of original issuance of the Convertible Preferred Stock constituted the Board of Directors or (ii) any new directors whose election to the Board of Directors or whose nomination for election by the Company’s stockholders was approved by at least a majority of the Company’s directors then still in office (or a duly constituted committee thereof) who were either directors on the date of original issuance of the Convertible Preferred Stock or whose election or nomination for election was previously so approved.

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(o)      “Conversion Date” shall have the meaning set forth in Section 7(b).

(p)      “Conversion Price” shall mean $43.4163, subject to adjustment as set forth in Section 7(d).

(q)      “Convertible Preferred Stock” shall have the meaning set forth in Section 1(a).

(r)      “DTC” or “Depository” shall mean The Depository Trust Company, or any successor depository.

(s)      “Dividend Payment Date” shall mean March 15, June 15, September 15 and December 15 of each year, commencing on September 15, 2009.

(t)      “Dividend Rate” shall mean the rate per annum of 6.25% per share of Convertible Preferred Stock on the Liquidation Preference.

(u)      “Dividend Record Date” shall mean, with respect to any Dividend Payment Date, the March 1, June 1, September 1 or December 1 immediately preceding such Dividend Payment Date.

(v)      “Effective Date” shall mean the date on which a Fundamental Change event occurs.

(w)     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(x)      “Ex-Date,” when used with respect to any issuance or distribution, on the Common Stock or any other securities, means the first date on which the Common Stock or such other securities trade without the right to receive such issuance or distribution.

(y)      “Expiration Date” shall have the meaning set forth in Section 4(b).

(z)      “Fundamental Change” shall mean the occurrence of any of the following:

(1)           any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions) other than the Company or any of its subsidiaries, is or becomes the beneficial owner, directly or indirectly, through a purchase, merger or other acquisition transaction, of 50% or more of the total voting power of all classes of the Company’s Voting Stock;

(2)           the Company consolidates with, or merges with or into, another person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) or any person consolidates with or merges with or into the Company, or the Company conveys, transfers, leases or otherwise disposes of all or substantially all of the Company’s assets to any person (other than a direct or indirect wholly owned subsidiary of the Company’s), other than:

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(A)           any transaction pursuant to which the holders of the Company’s capital stock immediately prior to the transaction collectively have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all classes of Voting Stock of the continuing or surviving person immediately after the transaction; or

(B)           any merger solely for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity;

(3)           the first day on which a majority of the members of the Board of Directors does not consist of Continuing Directors;

(4)           the Company approves a plan of liquidation or dissolution; or

(5)           the Common Stock ceases to be listed on a national or regional securities exchange or quoted on the New York Stock Exchange or an over-the-counter market in the United States.

For purposes of the foregoing, beneficial ownership shall be determined in accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act, except that a person shall be deemed to own any securities that such person has a right to acquire, whether such right is exercisable immediately or only after the passage of time. The term “person” shall include any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act.

Notwithstanding the foregoing, a Fundamental Change will be deemed not to have occurred in the case of a merger or consolidation if (i) at least 90% of the consideration for the Common Stock (excluding cash payments for fractional shares and cash payments pursuant to dissenters’ appraisal rights) in the merger or consolidation consists of common stock of a United States company traded on a national securities exchange (or which will be so traded when issued or exchanged in connection with such transaction) and (ii) as a result of such transaction or transactions the shares of Convertible Preferred Stock become convertible into such common stock.

(aa)    “Fundamental Change Notice” shall have the meaning set forth in Section 4(a).

(bb)    “Global Convertible Preferred Stock” shall have the meaning set forth in Section 10(a)(i).

(cc)    “Holder” or “holder” shall mean a holder of record of the Convertible Preferred Stock.

(dd)    “Issue Date” shall mean June 23, 2009, the original date of issuance of the Convertible Preferred Stock.

(ee)    “Junior Stock” shall mean all classes of the Company’s Common Stock, the Series A Junior Preferred Stock and each other class of capital stock or series of preferred stock established after the Issue Date, by the Board of Directors, the terms of which do not expressly provide that such class or series ranks senior to or on a parity with the Convertible Preferred Stock as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Company.

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(ff)      “Liquidation Preference” shall mean, with respect to each share of Convertible Preferred Stock, $100.

(gg)    “Make-Whole Premium” shall have the meaning set forth in Section 4A.

(hh)    “Market Value” shall mean the average of the per share volume-weighted average prices of the Common Stock for each day during a 10 consecutive Trading Day period ending immediately prior to the date of determination, as displayed under the heading “Bloomberg VWAP” on Bloomberg page “WLL.N <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on each such Trading Day (or if such volume-weighted average price is unavailable on any such Trading Day, the Closing Sale Price shall be used for such Trading Day).  The per share volume-weighted average price on each such Trading Day shall be determined without regard to after hours trading or any other trading outside of the regular trading session trading hours.

(ii)      “Officer” shall mean the Chairman of the Board of Directors, the President, any Vice President, the Treasurer, the Secretary or any Assistant Secretary of the Company.

(jj)      “Officers’ Certificate” shall mean a certificate signed by two Officers.

(kk)    “opening of business” means 9:00 a.m. (New York City time).

(ll)      “Parity Stock” shall mean any class of capital stock or series of preferred stock established after the Issue Date by the Board of Directors, the terms of which expressly provide that such class or series will rank on a parity with the Convertible Preferred Stock as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Company.

(mm)  “Person” shall mean any individual, corporation, general partnership, limited partnership, limited liability partnership, joint venture, association, joint-stock company, trust, limited liability company, unincorporated organization or government or any agency or political subdivision thereof.

(nn)    “Preferred Stock” shall have the meaning set forth in Section 1(a).

(oo)    “Purchased Shares” shall have the meaning set forth in Section 7(d)(v).

(pp)    “Reference Property” shall have the meaning set forth in Section 7(h).

(qq)    “SEC” or “Commission” shall mean the Securities and Exchange Commission.

(rr)      “Securities Act” shall mean the Securities Act of 1933, as amended.

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(ss)     “Senior Stock” shall mean each class of capital stock or series of preferred stock established after the Issue Date by the Board of Directors, the terms of which expressly provide that such class or series will rank senior to the Convertible Preferred Stock as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Company.

(tt)      “Series A Junior Preferred Stock” shall mean the 1,500,000 shares of preferred stock previously designated by the Company as Series A Junior Participating Preferred Stock, par value $0.001 per share, which will be issued upon the exercise of the Company’s preferred share purchase rights.

(uu)    “Stock Price” shall mean (i) if holders of the Common Stock receive only cash in the transaction constituting a Fundamental Change, the cash amount paid per share or (ii) otherwise, the average of the Closing Sale Prices of the Common Stock on the five Trading Days prior to but not including the Effective Date.

(vv)    “Trading Day” shall mean a day during which trading in securities generally occurs on the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, on the principal other national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national or regional securities exchange, on the principal other market on which Common Stock is then traded.  If the Common Stock is not so listed or traded, “Trading Day” means a Business Day.

(ww)   “Transaction” shall have the meaning set forth in Section 7(h).

(xx)      “Transfer Agent” shall mean Computershare Trust Company, N.A., acting as the Company’s duly appointed transfer agent, registrar, conversion agent and dividend disbursing agent for the Convertible Preferred Stock. The Company may, in its sole discretion, remove the Transfer Agent with 10 days’ prior notice to the Transfer Agent; provided that the Company shall appoint a successor Transfer Agent who shall accept such appointment prior to the effectiveness of such removal.

(yy)     “Trigger Event” shall have the meaning set forth in Section 7(d)(ix).

(zz)       “Voting Stock” of any Person shall mean the capital stock of such Person that is at the time entitled, without regard to the occurrence of any contingency, to vote in the election of the board of directors (or comparable governing body) of such Person.

(aaa)     “Voting Rights Class” shall have the meaning set forth in Section 5(a)(i).

(bbb)    “Voting Rights Triggering Event” shall mean dividends on the Convertible Preferred Stock being in arrears and unpaid with respect to six or more quarterly dividend payment periods (whether or not consecutive).

3.      Dividends.

(a)      Holders of shares of Convertible Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds of the Company legally available for payment, cumulative dividends at the Dividend Rate (equivalent to $6.25 per annum per share).  Dividends on the Convertible Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate, whether or not earned or declared, from the most recent date to which dividends have been paid, or if no dividends have been paid, from June 23, 2009 (whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends), and may be paid in cash or in Common Stock as provided pursuant to Section 3A. Dividends payable for each full dividend period shall be computed by dividing the annual payment at the applicable Dividend Rate by four and shall be payable in arrears on each Dividend Payment Date (commencing on September 15, 2009) for the quarterly period ending immediately prior to such Dividend Payment Date, to the holders of record of Convertible Preferred Stock as they appear on the Company’s stock register at the close of business on the relevant Dividend Record Date. Accumulations of dividends on shares of Convertible Preferred Stock shall not bear interest. Dividends payable for any period less than a full dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

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(b)      No dividend shall be declared or paid upon, or any sum set apart for the payment of dividends upon, any outstanding share of the Convertible Preferred Stock with respect to any dividend period unless all dividends for all preceding dividend periods have been declared and paid or declared and a sufficient sum or number of shares of Common Stock have been set apart for the payment of such dividend, upon all outstanding shares of Convertible Preferred Stock.

(c)      No dividends or other distributions (other than a dividend or distribution payable solely in shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock) and cash in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by the Company or on behalf of the Company (except by conversion into or exchange for shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock)), unless all Accumulated Dividends shall have been or contemporaneously are declared and paid, or are declared and a sum or number of shares of Common Stock sufficient for the payment thereof is set apart for such payment, on the Convertible Preferred Stock and any Parity Stock for all dividend payment periods terminating on or prior to the date of such declaration, payment, redemption, purchase or acquisition. Notwithstanding the preceding, if full dividends have not been paid on the Convertible Preferred Stock and any Parity Stock, dividends may be declared and paid on the Convertible Preferred Stock and such Parity Stock so long as the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the Convertible Preferred Stock and such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Convertible Preferred Stock and such other Parity Stock bear to each other.

(d)      Holders of shares of Convertible Preferred Stock shall not be entitled to any dividends on the Convertible Preferred Stock, whether payable in cash, property or stock, in excess of full cumulative dividends.

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(e)      The holders of shares of Convertible Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payment on those shares on the corresponding Dividend Payment Date notwithstanding the conversion of such shares following that Dividend Record Date or the Company’s default in payment of the dividend due on that Dividend Payment Date. However, shares of Convertible Preferred Stock surrendered for conversion during the period between the close of business on any Dividend Record Date and the close of business on the Business Day immediately preceding the applicable Dividend Payment Date must be accompanied by payment of an amount of cash equal to the dividend payable on such shares on that Dividend Payment Date (assuming such dividend is payable in cash whether or not the Company has elected to pay all or a portion of such dividend in shares of Common Stock). A holder of shares of Convertible Preferred Stock on a Dividend Record Date who (or whose transferee) surrenders any shares for conversion on the corresponding Dividend Payment Date shall receive the dividend payable by the Company on the Convertible Preferred Stock on that date, and the converting holder need not include payment in the amount of such dividend upon surrender of shares of Convertible Preferred Stock for conversion. Except as provided in Section 0, the Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on converted shares or for dividends on the shares of Common Stock issued upon conversion.

3A.           Method of Payment of Dividends

(f)      Subject to the restrictions set forth herein, dividends on the Convertible Preferred Stock may be paid:

(i)                  in cash;

(ii)                 by delivery of shares of Common Stock; or

(iii)                through any combination of cash and Common Stock.

(g)      If the Company elects to make any such payment, or any portion thereof, in shares of Common Stock, such shares shall be valued for such purpose, in the case of any dividend payment, at 97% of the Market Value as determined on the second Trading Day immediately prior to the Dividend Record Date for such dividend.

(h)      The Company shall make each dividend payment on the Convertible Preferred Stock in cash, except to the extent the Company elects to make all or any portion of such payment in shares of the Common Stock.  The Company shall give Holders notice of any such election and the portion of such payment that will be made in cash and the portion that will be made in Common Stock 15 Business Days prior to the Dividend Record Date for such dividend.

(i)        Notwithstanding the foregoing, the Company shall not pay any portion of a dividend on the Convertible Preferred Stock by delivery of Common Stock unless the Common Stock to be delivered as payment therefor is freely transferable under United States securities laws by the recipient without further action on its behalf, other than by reason of the fact that such recipient is the Company’s Affiliate, or a shelf registration statement relating to that Common Stock has been filed with the SEC and is effective to permit the resale of that Common Stock by the holders thereof.

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4.      Special Rights Upon a Fundamental Change.

(a)      The Company must give notice (a “Fundamental Change Notice”) of each Fundamental Change to all record Holders of the Convertible Preferred Stock, by the later of 20 Business Days prior to the anticipated Effective Date (determined in good faith by the Board of Directors) of the Fundamental Change and the first public disclosure by the Company of the anticipated Fundamental Change.

(b)      If a Holder converts its Convertible Preferred Stock at any time beginning at the opening of business on the Trading Day immediately following the Effective Date of such Fundamental Change and ending at the close of business on the 30th Trading Day immediately following such Effective Date (the “Expiration Date”), the Holder shall automatically receive a number of shares of Common Stock equal to the greater of:

(i)                  (A) a number of shares of Common Stock, as calculated pursuant to Section 7 (with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9) plus (B) the Make-Whole Premium, if any, pursuant to Section 4A; and

(ii)                 a number of shares of Common Stock calculated by reference to an adjusted Conversion Price equal to the greater of (A) the Market Value as of the Effective Date and (B) $24.63 (the latter being subject to adjustment in the same manner as the Conversion Price is adjusted pursuant to Section 7(d)).

(c)      In lieu of issuing the number of shares of Common Stock issuable upon conversion pursuant to Section 4(b), the Company may, at its option, make a cash payment equal to the Market Value for each such share of Common Stock otherwise issuable upon conversion, based on the Market Value determined for the period ending on the Effective Date.

(d)      On or before the Expiration Date, each holder of shares of Convertible Preferred Stock wishing to exercise its conversion right pursuant to this Section 4 shall  surrender the certificate or certificates representing the shares of Convertible Preferred Stock to be converted in the manner and at the place designated in the Fundamental Change Notice, and on such date the cash or shares of Common Stock due to such holder shall be delivered to the Person whose name appears on such certificate or certificates as the owner thereof and the shares of Convertible Preferred Stock represented by each surrendered certificate shall be returned to authorized but unissued shares of Preferred Stock.

(e)      Upon surrender (in accordance with the notice described in Section 4(f)) of the certificate or certificates representing any shares of Convertible Preferred Stock to be so converted (properly endorsed or assigned for transfer, if the Company shall so require and the notice shall so state), such shares shall be converted by the Company at the adjusted Conversion Price, if applicable, as described in Section 4(b) or shall be cancelled by the Company and cash paid pursuant to Section 4(c).

(f)      The Fundamental Change Notice shall be given by first-class mail to each record holder of shares of Convertible Preferred Stock, at such holder’s address as the same appears on the books of the Company. Each such notice shall state (i)the anticipated Effective Date; (ii)that the Expiration Date is the 30th Trading Day immediately following the Effective Date; (iii)the name and address of the Transfer Agent; (iv)the procedures that holders must follow to exercise the Fundamental Change Option; and (v)whether the Company will issue shares of Common Stock or pay cash upon conversion in connection with a Fundamental Change.

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4A.           Determination of the Make-Whole Premium.

(g)      If a Holder elects to convert its shares of Convertible Preferred Stock upon the occurrence of a Fundamental Change, the Company shall be required to deliver to such Holder, in addition to a number of shares of Common Stock calculated pursuant to Section 7(a) (with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9), an additional number of shares of Common Stock per share of Convertible Preferred Stock so converted (the “Additional Shares” or the “Make-Whole Premium”) upon conversion, if any, set forth below in this Section 4A.

(h)      The Company shall only be required to deliver the Make-Whole Premium with respect to shares of Convertible Preferred Stock surrendered for conversion from and after the opening of business on the Trading Day immediately following the Effective Date of the Fundamental Change until the close of business on the 30th Trading Day following such Effective Date.

 (i)      The number of Additional Shares shall be determined by reference to the table below, based on the Effective Date of the Fundamental Change and the Stock Price.

	Stock Price(1)
Effective Date	$	36.95	$	40.00	$	43.00	$	48.00	$	52.00	$	56.00	$	60.00	$	70.00	$	80.00	$	90.00	$	100.00	$	125.00	$	150.00
June 23, 2009		0.4030		0.3723		0.3464		0.3103		0.2864		0.2660		0.2482		0.2128		0.1862		0.1655		0.1489		0.1191		0.0973
June 15, 2010		0.4030		0.3607		0.3279		0.2897		0.2595		0.2372		0.2195		0.1849		0.1595		0.1399		0.1242		0.0960		0.0772
June 15, 2011		0.4030		0.2948		0.2609		0.2254		0.1966		0.1771		0.1633		0.1372		0.1187		0.1044		0.0931		0.0727		0.0591
June 15, 2012		0.4030		0.2291		0.1865		0.1491		0.1156		0.0972		0.0878		0.0726		0.0626		0.0549		0.0488		0.0377		0.0305
June 15, 2013 and thereafter		0.4030		0.1967		0.1443		0.0900		0.0203		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000

(1)  The Stock Prices set forth in the table shall be adjusted as of any date on which the Conversion Price of the Convertible Preferred Stock is adjusted pursuant to Section 7 in the same proportion as the Conversion Price is so adjusted and in such event, the number of Additional Shares shall be adjusted in inverse proportion to the adjustment to the Conversion Price.

(j)      The exact Stock Price and Effective Date may not be set forth on the table above, in which case:

(i)                  if the Stock Price is between two Stock Prices on the table or the Effective Date is between two Effective Dates on the table, the Make-Whole Premium shall be determined by straight-line interpolation between Make-Whole Premium amounts set forth for the higher and lower Stock Prices and the two Effective Dates, as applicable, based on a 365-day year;

(ii)                 if the Stock Price is in excess of $150.00 per share (subject to adjustment in the same manner as the Stock Price), no Make-Whole Premium will be paid; and

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(iii)                if the Stock Price is less than or equal to $36.95 per share (subject to adjustment in the same manner as the Stock Price), no Make-Whole Premium will be paid.

5.      Voting.

(a)    The Holders of Convertible Preferred Stock shall have no voting rights except as set forth below or as otherwise required by Delaware law from time to time:

(i)                  If and whenever at any time or times a Voting Rights Triggering Event occurs, then the holders of shares of Convertible Preferred Stock, voting as a single class with any other preferred stock or preference securities having similar voting rights that are exercisable (together, the “Voting Rights Class”), shall be entitled at the next regular or special meeting of stockholders of the Company to elect two additional directors to the Board of Directors. Upon the election of any such additional directors, the number of directors that comprise the Board of Directors shall be increased by such number of additional directors.

(ii)                 Such voting rights may be exercised at a special meeting of the Company’s stockholders, or at any annual meeting of stockholders held for the purpose of electing directors, and thereafter at each such annual meeting until such time as all dividends in arrears on the shares of Convertible Preferred Stock shall have been paid in full, at which time or times such voting rights and the term of the directors elected pursuant to Section 5(a)(i) shall terminate.

(iii)                At any meeting at which the holders of the Voting Rights Class shall have the right to elect directors as provided herein, the presence in person or by proxy of the holders of shares representing more than fifty percent (50%) in voting power of the then outstanding shares of the Voting Rights Class shall be required and shall be sufficient to constitute a quorum of such class for the election of directors by such class. The affirmative vote of the holders of shares of Convertible Preferred Stock constituting a majority of the shares of Convertible Preferred Stock present at such meeting, in person or by proxy, shall be sufficient to elect any such director.

(iv)                Any director elected pursuant to the voting rights created under this Section 5(a) shall hold office until the next annual meeting of stockholders (unless such term was previously terminated pursuant to Section 5(a)(ii)) and any vacancy in respect of any such director shall be filled only by vote of the remaining director so elected by holders of the Voting Rights Class, or if there be no such remaining director, by the holders of shares of the Voting Rights Class at the next annual meeting of stockholders. Upon any termination of such voting rights, the term of office of all directors elected pursuant to this Section 5 shall terminate.

(v)                 So long as any shares of Convertible Preferred Stock remain outstanding, unless a greater percentage shall then be required by law, the Company shall not, without the affirmative vote or consent of the holders of at least 66 2/3% of the outstanding Convertible Preferred Stock voting or consenting, as the case may be, separately as one class, (A) create, authorize or issue any class or series of Senior Stock (or any security convertible into Senior Stock) or (B) amend the Certificate of Incorporation by merger or otherwise so as to affect adversely the specified rights, preferences, privileges or voting rights of holders of shares of Convertible Preferred Stock, provided that for avoidance of doubt, Holders of Convertible Preferred Stock shall not be entitled to vote with respect to any merger or similar transaction contemplated by Section 7(h) where the provisions thereof are complied with by either the Company or the surviving or resulting Person if such transaction does not otherwise amend the terms of the Convertible Preferred Stock in a manner that would affect adversely the rights of Holders of the Convertible Preferred Stock.

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(vi)                In exercising the voting rights set forth in this Section 5(a), each share of Convertible Preferred Stock shall be entitled to one vote.

(b)     The Company may authorize, increase the authorized amount of, or issue any class or series of Parity Stock or Junior Stock, without the consent of the holders of the Convertible Preferred Stock, and in taking such actions the Company shall not be deemed to have affected adversely the rights, preferences, privileges or voting rights of holders of shares of Convertible Preferred Stock.

6.      Liquidation Rights.

(a)      In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, each holder of shares of Convertible Preferred Stock shall be entitled to receive and to be paid out of the assets of the Company available for distribution to its stockholders the Liquidation Preference plus Accumulated Dividends and Accrued Dividends thereon in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, including, without limitation, on Common Stock.

(b)      Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding-up or dissolution of its business) nor the merger or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 6.

(c)      After the payment to the holders of the shares of Convertible Preferred Stock of full preferential amounts provided for in this Section 6, the holders of Convertible Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company.

(d)      In the event the assets of the Company available for distribution to the holders of shares of Convertible Preferred Stock upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to Section 6(a), no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Convertible Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which holders of all Convertible Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.

7.      Conversion.

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(a)      Each holder of Convertible Preferred Stock shall have the right, at any time, at its option, to convert, subject to the terms and provisions of this Section 7, any or all of such holder’s shares of Convertible Preferred Stock into such whole number of fully paid and nonassessable shares of Common Stock as is equal, subject to Section 7(h), to the product of (i)the number of shares of Convertible Preferred Stock being so converted and (ii)the quotient of the Liquidation Preference divided by the Conversion Price in effect on the Conversion Date.

(b)      The conversion right of a holder of Convertible Preferred Stock shall be exercised by the holder by the surrender to the Company of the certificates representing shares to be converted at any time during usual business hours at its principal place of business or the offices of its duly appointed Transfer Agent to be maintained by it, accompanied by (i) written notice to the Company in the form of Exhibit B hereto that the holder elects to convert all or a portion of the shares of Convertible Preferred Stock represented by such certificate and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued, (ii) (if so required by the Company or its duly appointed Transfer Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company or its duly appointed Transfer Agent duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 7(j), and (iii) any payment required pursuant to Section 3(e).  The date on which a Holder complies with the procedures in this clause (b) is the “Conversion Date.”  If shares of the Company’s Common Stock are to be delivered, a stock certificate or certificates, will be delivered to the holder, or in the case of global certificates, a book-entry transfer through DTC will be made by the Transfer Agent.  Such delivery will be made as promptly as practicable, but in no event later than three business days following the Conversion Date.

(c)      Immediately prior to the close of business on the Conversion Date with respect to a conversion, a converting holder of Convertible Preferred Stock shall be deemed to be the holder of record of Common Stock issuable upon conversion of such holder’s Convertible Preferred Stock notwithstanding that the share register of the Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to such holder. On the date of any conversion, all rights with respect to the shares of Convertible Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, except only the rights of holders thereof to (i) receive certificates for the number of whole shares of Common Stock into which such shares of Convertible Preferred Stock have been converted (with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9); (ii) receive a Make-Whole Premium, if any, payable upon a Fundamental Change, in accordance with Section 4A; and (iii) exercise the rights to which they are thereafter entitled as holders of Common Stock.

(d)      The Conversion Price shall be subject to the following adjustments (except as provided in Section 7(e)):

(i)     If the Company pays a dividend (or other distribution) in shares of Common Stock to all holders of the Common Stock, then the Conversion Price in effect immediately following the record date for such dividend (or distribution) shall be divided by the following fraction:

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OS1

OS0

where

OS0 = the number of shares of Common Stock outstanding immediately prior to the record date for such dividend or distribution; and

OS1 = the sum of (A) the number of shares of Common Stock outstanding immediately prior to the record date for such dividend or distribution and (B) the total number of shares of Common Stock constituting such dividend.

(ii)                  If the Company issues to all holders of shares of the Common Stock rights, options or warrants entitling them, for a period of not more than 60 days from the date of issuance of such rights, options or warrants, to subscribe for or purchase shares of Common Stock at less than the Market Value determined on the Ex-Date for such issuance, then the Conversion Price in effect immediately following the close of business on the Ex-Date for such issuance shall be divided by the following fraction:

OS0 + X

OS0 + Y

where

OS0 = the number of shares of Common Stock outstanding at the close of business on the record date for such issuance;

X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the Market Value determined as of the Ex-Date for such issuance.

To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Conversion Price shall be readjusted to such Conversion Price that would have then been in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Price shall not be adjusted until such triggering events occur.  In determining the aggregate offering price payable for such shares of Common Stock, the Conversion Agent shall take into account any consideration received for such rights, options or warrants and the value of such consideration (if other than cash, to be determined by the Board of Directors).

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(iii)                  If the Company subdivides, combines or reclassifies the shares of Common Stock into a greater or lesser number of shares of Common Stock, then the Conversion Price in effect immediately following the effective date of such share subdivision, combination or reclassification shall be divided by the following fraction:

OS1

OS0

where

OS0 = the number of shares of Common Stock outstanding immediately prior to the effective date of such share subdivision, combination or reclassification; and

OS1 = the number of shares of Common Stock outstanding immediately after the opening of business on the effective date of such share subdivision, combination or reclassification.

(iv)                  If the Company makes a distribution consisting exclusively of cash to all holders of the Common Stock, excluding (a) any cash that is distributed in a Transaction (as defined in Section 7(h)) or as part of a spin-off referred to in subsection (vi) below, (b) any dividend or distribution, in connection with the Company’s liquidation, dissolution, or winding up, and (c) any consideration payable in connection with a tender or exchange offer made by the Company or any of its subsidiaries, then, in each event, the Conversion Price in effect immediately following the record date for such distribution shall be divided by the following fraction:

SP0

SP0 – C

where

SP0 = the average Closing Sale Price over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such dividend; and

C = the cash amount per share of Common Stock of the dividend.

In the event that a dividend described in this clause (iv) is not so made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such dividend, to the Conversion Price that would then be in effect if such dividend had not been declared.

(v)                  If the Company or any of its subsidiaries successfully completes a tender or exchange offer for the Common Stock that involves the payment of consideration with a value per share of Common Stock exceeding the average Closing Sale Price of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day immediately succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, then the Conversion Price in effect at the close of business on the last Trading Day of such period shall be divided by the following fraction:

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AC + (SP0 x OS1)

OS0 x SP0

Where

SP0 = the average Closing Sale Price over the 10 consecutive Trading Day period commencing on, and including, the Trading Day immediately succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer;

OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn (the “Purchased Shares”);

OS1 = the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer, less any Purchased Shares; and

AC = the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as determined by the Board of Directors.

In the event that the Company, or one of its subsidiaries, is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company, or such subsidiary, is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Price shall be readjusted to be such Conversion Price that would then be in effect if such tender offer or exchange offer had not been made.

Except as set forth in the preceding paragraph, if the application of this clause (v) to any tender offer or exchange offer would result in an increase in the Conversion Price, no adjustment shall be made for such tender offer or exchange offer under this clause (v).

(vi)                  If the Company distributes to all holders of shares of Common Stock evidences of indebtedness, shares of capital stock (other than Common Stock) or other assets (including securities, but excluding any dividend or distribution referred to in clauses (i) or (iv) above; any rights or warrants referred to in clause (ii) above; any consideration payable in connection with a tender or exchange offer made by the Company or any of its subsidiaries; and any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of certain spin-off transactions as described below), then the Conversion Price in effect immediately following the close of business on the record date for such distribution shall be divided by the following fraction:

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SP0

SP0 – FMV

where

SP0 = the Closing Sale Price per share of Common Stock on the Trading Day immediately preceding the Ex-Date; and

FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on the Trading Day immediately preceding the Ex-Date as determined by the Board of Directors.

In a spin-off, where the Company makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary or other business unit, the Conversion Price shall be adjusted on the fourteenth Trading Day after the effective date of the distribution by dividing such Conversion Price in effect immediately prior to such fourteenth Trading Day by the following fraction:

MP0 + MPS

MP0

where

MP0 = the average of the Closing Sale Price of the Common Stock over each of the first ten Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution; and

MPS = the average of the closing sale price of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over each of the first ten Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution, or, as reported in the principal securities exchange or quotation system or market on which such shares are traded, or if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on such date as determined by the Board of Directors.

In the event that such distribution described in this clause (vi) is not so made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such dividend or distribution, to the Conversion Price that would then be in effect if such dividend distribution had not been declared.

(vii)                  Notwithstanding anything herein to the contrary, no adjustment under this Section 7(d) need be made to the Conversion Price unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least 1% of such Conversion Price; provided that on the date of an optional conversion (including any conversion in connection with a Fundamental Change) or the date of a mandatory conversion pursuant to Section 8, adjustments to the Conversion Price will be made with respect to any such adjustment carried forward that has not been taken into account before such date.

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(viii)                  The Company reserves the right to make such reductions in the Conversion Price in addition to those required in the foregoing provisions as it considers advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the recipients. In the event the Company elects to make such a reduction in the Conversion Price, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price.

 (ix)           Notwithstanding any other provisions of this Section 7(d), rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 7(d) (and no adjustment to the Conversion Price under this Section 7(d) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Price shall be made under Section 7(d)(vi). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Price under this Section 7(d) was made, (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants that shall have expired or been terminated without exercise thereof, the Conversion Price shall be readjusted as if such expired or terminated rights and warrants had not been issued.  To the extent that the Company has a rights plan or agreement in effect upon conversion of the Convertible Preferred Stock, which rights plan provides for rights or warrants of the type described in this clause, then upon conversion of Convertible Preferred Stock the Holder will receive, in addition to the Common Stock to which he is entitled, a corresponding number of rights in accordance with the rights plan, unless a Trigger Event has occurred and the adjustments to the Conversion Price with respect thereto have been made in accordance with the foregoing.  In lieu of any such adjustment, the Company may amend such applicable stockholder rights plan or agreement to provide that upon conversion of the Convertible Preferred Stock the Holders will receive, in addition to the Common Stock issuable upon such conversion, the rights that would have attached to such Common Stock if the Trigger Event had not occurred under such applicable stockholder rights plan or agreement.

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(e)      Notwithstanding anything to the contrary in Section 7(d), no adjustment to the Conversion Price shall be made with respect to any distribution or other transaction if holders of the Convertible Preferred Stock are entitled to participate in such distribution or transaction as if they held a number of shares of Common Stock issuable upon conversion of the Convertible Preferred Stock immediately prior to such event, without having to convert their Convertible Preferred Stock.

(f)      If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the Conversion Price then in effect shall be required by reason of the taking of such record.

(g)      Upon any increase or decrease in the Conversion Price, then, and in each such case, the Company promptly shall deliver, or cause to be delivered, to each holder of Convertible Preferred Stock a certificate signed by an authorized officer of the Company, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the increased or decreased Conversion Price then in effect following such adjustment.

(h)      In the case of any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination or reclassification described in Section 7(d)(iii)), a consolidation, merger or combination involving the Company, a sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company’s subsidiaries substantially as an entirety, or any statutory share exchange, in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any of the foregoing, a “Transaction”), then, at the effective time of the Transaction, the right to convert each share of Convertible Preferred Stock into Common Stock shall, without the consent of any holder of Convertible Preferred Stock, be changed into a right to convert such shares only into the kind and amount of shares of stock, other securities or other property or assets (of the Company or another issuer), including cash or any combination thereof, receivable upon such Transaction by a holder of the number of shares of Common Stock into which such share of Convertible Preferred Stock could have been converted immediately prior to such Transaction, after giving effect to any adjustment (the “Reference Property”). In the event holders of the Common Stock have the opportunity to elect the form of consideration to be received in such Transaction, the Reference Property into which the Convertible Preferred Stock will be convertible shall be deemed to be the weighted average of the types of consideration received by holders of the Common Stock who affirmatively make such an election. The provisions of this Section 7(h) and any equivalent thereof in any such securities similarly shall apply to successive Transactions. The Company shall not become a party to any Transaction unless its terms are consistent with the foregoing.

(i)      The Company shall at all times reserve and keep available for issuance upon the conversion of the Convertible Preferred Stock such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Convertible Preferred Stock, and shall take all action required to increase the authorized number of shares of Common Stock if at any time there shall be insufficient unissued shares of Common Stock to permit such reservation or to permit the conversion of all outstanding shares of Convertible Preferred Stock or the payment or partial payment of dividends declared on Convertible Preferred Stock that are payable in Common Stock.

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(j)      The issuance or delivery of certificates for Common Stock upon the conversion of shares of Convertible Preferred Stock or the payment or partial payment of a dividend  on Convertible Preferred Stock in Common Stock, shall be made without charge to the converting holder or recipient of shares of Convertible Preferred Stock for such certificates or for any tax in respect of the issuance or delivery of such certificates or the securities represented thereby, and such certificates shall be issued or delivered in the respective names of, or in such names as may be directed by, the holders of the shares of Convertible Preferred Stock converted; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the holder of the shares of the relevant Convertible Preferred Stock and the Company shall not be required to issue or deliver such certificate unless or until the Person or Persons requesting the issuance or delivery thereof shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid.

8.      Mandatory Conversion.

(a)      At any time on or after June 15, 2013, the Company shall have the right, at its option, to cause the Convertible Preferred Stock, in whole but not in part, to be automatically converted into that number of whole shares of Common Stock for each share of Convertible Preferred Stock equal to the quotient of (i)the Liquidation Preference divided by (ii)the Conversion Price then in effect, with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 8(a) only if the Closing Sale Price of the Common Stock equals or exceeds 120% of the then-prevailing Conversion Price for at least 20 Trading Days in a period of 30 consecutive Trading Days, including the last Trading Day of such 30 day period, ending on the Trading Day prior to the Company’s issuance of a press release announcing the mandatory conversion as described in Section 8(b).

(b)      To exercise the mandatory conversion right described in Section 8(a), the Company must issue a press release for publication on the Dow Jones News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the opening of business on the first Trading Day following any date on which the conditions described in Section 8(a) are met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the holders of the Convertible Preferred Stock (not more than four Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Convertible Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no more than 10 days after the date on which the Company issues the press release described in this Section 8(b).

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(c)      In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 8(b) shall state, as appropriate: (i)the Mandatory Conversion Date; (ii)the number of shares of Common Stock to be issued upon conversion of each share of Convertible Preferred Stock; and (iii)that dividends on the Convertible Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Date.

(d)      On and after the Mandatory Conversion Date, dividends shall cease to accrue on the Convertible Preferred Stock called for a mandatory conversion pursuant to Section 8(a) and all rights of holders of such Convertible Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9. The dividend payment with respect to the Convertible Preferred Stock called for a mandatory conversion pursuant to Section 8(a) on a date during the period between the close of business on any Dividend Record Date to the close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 8(a), no payment or adjustment shall be made upon conversion of Convertible Preferred Stock for Accrued Dividends or for dividends with respect to the Common Stock issued upon such conversion.

(e)      The Company may not authorize, issue a press release or give notice of any mandatory conversion pursuant to Section 8(a) unless, prior to giving the conversion notice, all Accumulated Dividends on the Convertible Preferred Stock for periods ended prior to the date of such conversion notice shall have been paid.

(f)      In addition to the mandatory conversion right described in Section 8(a), if there are fewer than 300,000 shares of Convertible Preferred Stock outstanding, the Company shall have the right, at any time on or after June 15, 2013, at its option, to cause all outstanding Convertible Preferred Stock to be automatically converted into that number of whole shares of Common Stock equal to the quotient of (i)the Liquidation Preference divided by (ii)the lesser of (A) the then-prevailing Conversion Price and (B) the Market Value as determined on the second Trading Day immediately prior to the Mandatory Conversion Date, with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 9. The provisions of clauses (b) (other than requirements relating to the conditions in Section 8(a)), (c), (d) and (e) of this Section 8 shall apply to any mandatory conversion pursuant to this clause (f); provided, however, that (i) the Mandatory Conversion Date described in Section 8(b) shall not be less than 15 days nor more than 30 days after the date on which the Company issues a press release pursuant to Section 8(b) announcing such mandatory conversion and (ii) the press release and notice of mandatory conversion described in Section 8(c) need not state the number of shares of Common Stock to be issued upon conversion of each share of Convertible Preferred Stock.

9.      No Fractional Shares.  No fractional shares of Common Stock or securities representing fractional shares of Common Stock shall be issued upon conversion of the Convertible Preferred Stock, whether voluntary or mandatory, or in respect of dividend payments made in Common Stock on the Convertible Preferred Stock. Instead, the Company may elect to either make a cash payment to each holder that would otherwise be entitled to a fractional share (based on the Closing Sale Price of such fraction share determined as of the second Trading Day immediately prior to the payment thereof)  or, in lieu of such cash payment, the number of shares of Common Stock to be issued to any particular holder upon conversion or in respect of dividend payments shall be rounded up to the nearest whole share.

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10.      Certificates.

(a)      Form and Dating. The Convertible Preferred Stock certificate shall be substantially in the form set forth in Exhibit A, which is hereby incorporated in and expressly made a part of this Certificate of Designations. The Convertible Preferred Stock certificate may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage; provided that any such notation, legend or endorsement is in a form acceptable to the Company. Each Convertible Preferred Stock certificate shall be dated the date of its countersignature and registration.

(i)     Global Convertible Preferred Stock. The Convertible Preferred Stock shall be issued initially in the form of one or more fully registered global certificates with the global securities legend set forth in Exhibit A hereto (the “Global Convertible Preferred Stock”), which shall be deposited on behalf of the purchasers represented thereby with the Transfer Agent, as custodian for DTC (or with such other custodian as DTC may direct), and registered in the name of DTC or a nominee of DTC, duly executed by the Company and countersigned and registered by the Transfer Agent as hereinafter provided. The number of shares of Convertible Preferred Stock represented by Global Convertible Preferred Stock may from time to time be increased or decreased by adjustments made on the records of the Transfer Agent and DTC or its nominee as hereinafter provided.

(ii)                  Book-Entry Provisions. In the event Global Convertible Preferred Stock is deposited with or on behalf of DTC, the Company shall execute and the Transfer Agent shall countersign, register and deliver initially one or more Global Convertible Preferred Stock certificates that (a) shall be registered in the name of DTC as depository for such Global Convertible Preferred Stock or the nominee of DTC and (b) shall be delivered by the Transfer Agent to DTC or pursuant to DTC’s instructions or held by the Transfer Agent as custodian for DTC.

Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Certificate of Designations with respect to any Global Convertible Preferred Stock held on their behalf by DTC or by the Transfer Agent as the custodian of DTC or under such Global Convertible Preferred Stock, and DTC may be treated by the Company, the Transfer Agent and any agent of the Company or the Transfer Agent as the absolute owner of such Global Convertible Preferred Stock for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Transfer Agent or any agent of the Company or the Transfer Agent from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a holder of a beneficial interest in any Global Convertible Preferred Stock.

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(iii)                  Certificated Convertible Preferred Stock. Except as provided in paragraph 10(c), owners of beneficial interests in Global Convertible Preferred Stock will not be entitled to receive physical delivery of Convertible Preferred Stock in fully registered certificated form (“Certificated Convertible Preferred Stock”).

(b)      Execution, Countersignature and Registration. Two Officers shall sign the Convertible Preferred Stock certificate for the Company by manual or facsimile signature.

If an Officer whose signature is on a Convertible Preferred Stock certificate no longer holds that office at the time the Transfer Agent countersigns and registers the Convertible Preferred Stock certificate, the Convertible Preferred Stock certificate shall be valid nevertheless.

A Convertible Preferred Stock certificate shall not be valid until an authorized signatory of the Transfer Agent signs the Convertible Preferred Stock certificate by manual signature. The signature shall be conclusive evidence that the Convertible Preferred Stock certificate has been countersigned and registered under this Certificate of Designations.

The Transfer Agent shall countersign, register and deliver certificates of Convertible Preferred Stock for original issue upon a written order of the Company signed by two Officers or by an Officer and an Assistant Treasurer of the Company. Such order shall specify the number of shares of Convertible Preferred Stock to be countersigned and registered and the date on which the original issue of the Convertible Preferred Stock is to be countersigned and registered.

The Transfer Agent may appoint a countersignature and registration agent reasonably acceptable to the Company to countersign and register the certificates for the Convertible Preferred Stock. Unless limited by the terms of such appointment, a countersignature and registration agent may countersign and register certificates for the Convertible Preferred Stock whenever the Transfer Agent may do so. Each reference in this Certificate of Designations to countersignature and registration by the Transfer Agent includes countersignature and registration by such agent. A countersignature and registration agent has the same rights as the Transfer Agent or agent for service of notices and demands.

(c)      Transfer and Exchange.

(i)       Transfer and Exchange of Certificated Convertible Preferred Stock. When Certificated Convertible Preferred Stock is presented to the Transfer Agent with a request to register the transfer of such Certificated Convertible Preferred Stock or to exchange such Certificated Convertible Preferred Stock for an equal number of shares of Certificated Convertible Preferred Stock, the Transfer Agent shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Certificated Convertible Preferred Stock surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Transfer Agent, duly executed by the Holder thereof or its attorney duly authorized in writing.

(ii)                  Restrictions on Transfer of Certificated Convertible Preferred Stock for a Beneficial Interest in Global Convertible Preferred Stock. Certificated Convertible Preferred Stock may not be exchanged for a beneficial interest in Global Convertible Preferred Stock except upon satisfaction of the requirements set forth below. Upon receipt by the Transfer Agent of Certificated Convertible Preferred Stock, duly endorsed or accompanied by appropriate instruments of transfer, in form reasonably satisfactory to the Company and the Transfer Agent, together with written instructions directing the Transfer Agent to make, or to direct DTC to make, an adjustment on its books and records with respect to such Global Convertible Preferred Stock to reflect an increase in the number of shares of Convertible Preferred Stock represented by the Global Convertible Preferred Stock, then the Transfer Agent shall cancel such Certificated Convertible Preferred Stock and cause, or direct DTC to cause, in accordance with the standing instructions and procedures existing between DTC and the Transfer Agent, the number of shares of Convertible Preferred Stock represented by the Global Convertible Preferred Stock to be increased accordingly. If no Global Convertible Preferred Stock is then outstanding, the Company shall issue and the Transfer Agent shall countersign and register, upon written order of the Company in the form of an Officers’ Certificate, a new Global Convertible Preferred Stock representing the appropriate number of shares.

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(iii)                  Transfer and Exchange of Global Convertible Preferred Stock. The transfer and exchange of Global Convertible Preferred Stock or beneficial interests therein shall be effected through DTC, in accordance with this Certificate of Designations (including applicable restrictions on transfer set forth herein, if any) and the procedures of DTC therefor.

(iv)                  Transfer of a Beneficial Interest in Global Convertible Preferred Stock for Certificated Convertible Preferred Stock.

(A)      Any Person having a beneficial interest in Convertible Preferred Stock may upon request, but only with the consent of the Company, exchange such beneficial interest for Certificated Convertible Preferred Stock representing the same number of shares of Convertible Preferred Stock. Upon receipt by the Transfer Agent of written instructions or such other form of instructions as is customary for DTC from DTC or its nominee on behalf of any Person having a beneficial interest in Global Convertible Preferred Stock, then, the Transfer Agent or DTC, at the direction of the Transfer Agent, shall cause, in accordance with the standing instructions and procedures existing between DTC and the Transfer Agent, the number of shares of Convertible Preferred Stock represented by Global Convertible Preferred Stock to be reduced on its books and records and, following such reduction, the Company shall execute and the Transfer Agent shall countersign, register and deliver to the transferee Certificated Convertible Preferred Stock.

(B)      Certificated Convertible Preferred Stock issued in exchange for a beneficial interest in a Global Convertible Preferred Stock pursuant to this paragraph 10(c)(iv) shall be registered in such names and in such authorized denominations as DTC, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Transfer Agent. The Transfer Agent shall deliver such Certificated Convertible Preferred Stock to the Persons in whose names such Convertible Preferred Stock are so registered in accordance with the instructions of DTC.

(v)                  Restrictions on Transfer and Exchange of Global Convertible Preferred Stock.  Notwithstanding any other provisions of this Certificate of Designations (other than the provisions set forth in paragraph 10(c)(vi)), Global Convertible Preferred Stock may not be transferred as a whole except by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor depository or a nominee of such successor depository.

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(vi)                  Countersignature and Registration of Certificated Convertible Preferred Stock. If at any time:

(A)      DTC notifies the Company that DTC is unwilling or unable to continue as depository for the Global Convertible Preferred Stock and a successor depository for the Global Convertible Preferred Stock is not appointed by the Company within 90 days after delivery of such notice;

(B)      DTC ceases to be a clearing agency registered under the Exchange Act and a successor depository for the Global Convertible Preferred Stock is not appointed by the Company within 90 days; or

(C)      the Company, in its sole discretion, notifies the Transfer Agent in writing that it elects to cause the issuance of Certificated Convertible Preferred Stock under this Certificate of Designations,

then the Company shall execute, and the Transfer Agent, upon receipt of a written order of the Company signed by two Officers or by an Officer and an Assistant Treasurer of the Company requesting the countersignature, registration and delivery of Certificated Convertible Preferred Stock to the Persons designated by the Company, shall countersign, register and deliver Certificated Convertible Preferred Stock equal to the number of shares of Convertible Preferred Stock represented by the Global Convertible Preferred Stock, in exchange for such Global Convertible Preferred Stock.

(vii)                  Cancelation or Adjustment of Global Convertible Preferred Stock. At such time as all beneficial interests in Global Convertible Preferred Stock have either been exchanged for Certificated Convertible Preferred Stock, converted or canceled, such Global Convertible Preferred Stock shall be returned to DTC for cancelation or retained and canceled by the Transfer Agent. At any time prior to such cancelation, if any beneficial interest in Global Convertible Preferred Stock is exchanged for Certificated Convertible Preferred Stock, converted or canceled, the number of shares of Convertible Preferred Stock represented by such Global Convertible Preferred Stock shall be reduced and an adjustment shall be made on the books and records of the Transfer Agent with respect to such Global Convertible Preferred Stock, by the Transfer Agent or DTC, to reflect such reduction.

(viii)                  Obligations with Respect to Transfers and Exchanges of Convertible Preferred Stock.

(A)      To permit registrations of transfers and exchanges, the Company shall execute and the Transfer Agent shall countersign and register Certificated Convertible Preferred Stock and Global Convertible Preferred Stock as required pursuant to the provisions of this paragraph 10(c).

(B)      All Certificated Convertible Preferred Stock and Global Convertible Preferred Stock issued upon any registration of transfer or exchange of Certificated Convertible Preferred Stock or Global Convertible Preferred Stock shall be the valid obligations of the Company, entitled to the same benefits under this Certificate of Designations as the Certificated Convertible Preferred Stock or Global Convertible Preferred Stock surrendered upon such registration of transfer or exchange.

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(C)      Prior to due presentment for registration of transfer of any shares of Convertible Preferred Stock, the Transfer Agent and the Company may deem and treat the Person in whose name such shares of Convertible Preferred Stock are registered as the absolute owner of such Convertible Preferred Stock and neither the Transfer Agent nor the Company shall be affected by notice to the contrary.

(D)      No service charge shall be made to a Holder for any registration of transfer or exchange upon surrender of any Convertible Preferred Stock certificate or Common Stock certificate at the office of the Transfer Agent maintained for that purpose. However, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Convertible Preferred Stock certificates or Common Stock certificates.

(ix)                  No Obligation of the Transfer Agent.

(A)      The Transfer Agent shall have no responsibility or obligation to any beneficial owner of Global Convertible Preferred Stock, a member of or a participant in, DTC or any other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Convertible Preferred Stock or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice or the payment of any amount, under or with respect to such Global Convertible Preferred Stock. All notices and communications to be given to the Holders and all payments to be made to Holders under the Convertible Preferred Stock shall be given or made only to the Holders (which shall be DTC or its nominee in the case of the Global Convertible Preferred Stock). The rights of beneficial owners in any Global Convertible Preferred Stock shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Transfer Agent may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners.

(B)      The Transfer Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Certificate of Designations or under applicable law with respect to any transfer of any interest in any Convertible Preferred Stock (including any transfers between or among DTC participants, members or beneficial owners in any Global Convertible Preferred Stock) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Certificate of Designations, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(d)      Replacement Certificates. If any of the Convertible Preferred Stock certificates shall be mutilated, lost, stolen or destroyed, the Company shall issue, in exchange and in substitution for and upon cancellation of the mutilated Convertible Preferred Stock certificate, or in lieu of and substitution for the Convertible Preferred Stock certificate lost, stolen or destroyed, a new Convertible Preferred Stock certificate of like tenor and representing an equivalent amount of shares of Convertible Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Convertible Preferred Stock certificate and indemnity, if requested, satisfactory to the Company and the Transfer Agent.

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(e)      Temporary Certificates. Until definitive Convertible Preferred Stock certificates are ready for delivery, the Company may prepare and the Transfer Agent shall countersign temporary Convertible Preferred Stock certificates. Temporary Convertible Preferred Stock certificates shall be substantially in the form of definitive Convertible Preferred Stock certificates but may have variations that the Company considers appropriate for temporary Convertible Preferred Stock certificates. Without unreasonable delay, the Company shall prepare and the Transfer Agent shall countersign definitive Convertible Preferred Stock certificates and deliver them in exchange for temporary Convertible Preferred Stock certificates.

(f)      Cancelation. In the event the Company shall purchase or otherwise acquire Certificated Convertible Preferred Stock, the same shall thereupon be delivered to the Transfer Agent for cancelation.

(i)     At such time as all beneficial interests in Global Convertible Preferred Stock have either been exchanged for Certificated Convertible Preferred Stock, converted, repurchased or canceled, such Global Convertible Preferred Stock shall thereupon be delivered to the Transfer Agent for cancelation.

(ii)                  The Transfer Agent and no one else shall cancel and destroy all Convertible Preferred Stock certificates surrendered for transfer, exchange, replacement or cancelation and deliver a certificate of such destruction to the Company unless the Company directs the Transfer Agent to deliver canceled Convertible Preferred Stock certificates to the Company.  The Company may not issue new Convertible Preferred Stock certificates to replace Convertible Preferred Stock certificates to the extent they evidence Convertible Preferred Stock which the Company has purchased or otherwise acquired.

11.      Other Provisions.

(a)      With respect to any notice to a holder of shares of Convertible Preferred Stock required to be provided hereunder, neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other holders or affect the legality or validity of any distribution, rights, warrant, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding-up, or the vote upon any such action. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the holder receives the notice.

(b)      Shares of Convertible Preferred Stock that have been issued and reacquired in any manner, including shares of Convertible Preferred Stock purchased or redeemed or exchanged or converted, shall (upon compliance with any applicable provisions of the laws of Delaware) have the status of authorized but unissued shares of Preferred Stock of the Company undesignated as to series and may be designated or redesignated and issued or reissued, as the case may be, as part of any series of Preferred Stock of the Company; provided that any issuance of such shares as Convertible Preferred Stock must be in compliance with the terms hereof.

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(c)      The shares of Convertible Preferred Stock shall be issuable only in whole shares.

(d)      All notice periods referred to herein shall commence on the date of the mailing of the applicable notice.  Notice to any Holder shall be given to the registered address set forth in the Company’s records for such Holder, or for Global Convertible Preferred Stock, to the Depository in accordance with its procedures.

(e)      Any payments required to be made hereunder on any day that is not a Business Day shall be made on the next succeeding Business Day without interest or additional payment for such delay.

(f)       Holders of Convertible Preferred Stock shall not be entitled to any preemptive rights to acquire additional capital stock of the Company.

(g)      Notwithstanding any provision herein to the contrary, in accordance with Sections 4, 4A, 5, 7 or 8, the procedures for conversion and voting of shares of Convertible Preferred Stock represented by Global Convertible Preferred Stock will be governed by arrangements among DTC, its participants and Persons that may hold beneficial interests through such participants designed to permit settlement without the physical movement of certificates.  Payments, transfers, deliveries, exchanges and other matters relating to beneficial interests in Global Convertible Preferred Stock certificates may be subject to various policies and procedures adopted by DTC from time to time.

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IN WITNESS WHEREOF, the Company has caused this certificate to be signed this 18th day of June, 2009.

WHITING PETROLEUM CORPORATION

By:	/s/ James J. Volker
	James J. Volker
	Chairman, President and Chief Executive Officer

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EXHIBIT A

FORM OF CONVERTIBLE PREFERRED STOCK

[FACE OF CERTIFICATE]

6.25% CONVERTIBLE PERPETUAL PREFERRED STOCK	6.25% CONVERTIBLE PERPETUAL PREFERRED STOCK
PAR VALUE $0.001	THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ and GOLDEN, CO

CERTIFICATE NUMBER SHARES

WHITING PETROLEUM CORPORATION

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CUSIP NO. 966387 201

THIS CERTIFIES THAT

is the owner of

[THIS CERTIFICATE IS IN GLOBAL FORM AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE THEREOF.  THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE CORPORATION OR THE TRANSFER AGENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1

 

1 Remove if not a global security.

Exhibit II - 30

FULLY PAID AND NON-ASSESSABLE SHARES OF THE

6.25% CONVERTIBLE PERPETUAL PREFERRED STOCK,

$0.001 PAR VALUE PER SHARE AND WITH A LIQUIDATION

PREFERENCE OF $100.00 PER SHARE, OF

Whiting Petroleum Corporation transferable on the books of the Corporation by the holder hereof in person, or by duly authorized attorney, upon surrender of this certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

WITNESS the facsimile signatures of the duly authorized officers of the Corporation.

	DATED
President
	COUNTERSIGNED AND REGISTERED
	COMPUTERSHARE TRUST COMPANY, N.A.
Secretary	TRANSFER AGENT AND REGISTRAR
	By_______________________________________
	AUTHORIZED SIGNATURE

[REVERSE OF CERTIFICATE]

WHITING PETROLEUM CORPORATION

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER UPON REQUEST, A COPY OF THE FULL TEXT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER RIGHTS OF THE SHARES OF EACH CLASS OF STOCK (AND ANY SERIES THEREOF) AUTHORIZED TO BE ISSUED TO THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS, ALL AS SET FORTH IN THE CORPORATION’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND AMENDMENTS THERETO FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to the applicable laws or regulations:

TEN COM	–as tenants in common
TEN ENT	–as tenants by the entireties
JT TEN	–as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT	–______________Custodian _____________ under
	(Cust)                                     (Minor)
	Uniform Gifts  to Minors Act _________________
	(State)
UNIF TRF MIN ACT	–______________Custodian (until age___)____________
	(Cust)                                                            (Minor)
	under Uniform Transfers to Minors Act _______________
	(State)

Additional abbreviations may also be used though not in the above list.

THE SHARES OF 6.25% CONVERTIBLE PERPETUAL PREFERRED STOCK, $0.001 PAR VALUE PER SHARE AND WITH A LIQUIDATION PREFERENCE OF $100.00 PER SHARE (THE “CONVERTIBLE PREFERRED STOCK”), HAVE THE POWERS, DESIGNATIONS, PREFERENCES, AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AS PROVIDED IN THE CERTIFICATE OF DESIGNATIONS RELATING TO THE CONVERTIBLE PREFERRED STOCK (THE “CERTIFICATE OF DESIGNATIONS”), IN ADDITION TO THOSE SET FORTH IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION (AND ALL AMENDMENTS THERETO) AND THE AMENDED AND RESTATED BY-LAWS OF THE CORPORATION.

EACH HOLDER SHALL HAVE THE RIGHT, AT SUCH HOLDER’S OPTION, AT ANY TIME, TO CONVERT ALL OR ANY PORTION OF SUCH HOLDER’S CONVERTIBLE PREFERRED STOCK INTO SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF THE CORPORATION (“COMMON STOCK”), AS PROVIDED IN THE CERTIFICATE OF DESIGNATIONS. ON OR AFTER JUNE 15, 2013, THE CORPORATION MAY, AT ITS OPTION, AT ANY TIME OR FROM TIME TO TIME, CAUSE SOME OR ALL OF THE CONVERTIBLE PREFERRED STOCK TO BE CONVERTED INTO SHARES OF COMMON STOCK, SUBJECT TO CERTAIN CONDITIONS AS PROVIDED IN THE CERTIFICATE OF DESIGNATIONS. THE PRECEDING DESCRIPTION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE CERTIFICATE OF DESIGNATIONS, AND THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION (AND ALL AMENDMENTS THERETO) AND THE AMENDED AND RESTATED BY-LAWS OF THE CORPORATION.

For value received, __________________hereby sell, assign and transfer unto_______________

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

__________________ Shares of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint_________________ Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

Dated: _______________20_____________

Signature____________________________

Signature____________________________

Notice:  Signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement or any change whatever.

Signature(s) Guaranteed:  Medallion Guarantee Stamp

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.

EXHIBIT B

NOTICE OF CONVERSION

(To be Executed by the Holder

in order to Convert the Convertible Preferred Stock)

The undersigned hereby irrevocably elects to convert (the “Conversion”) shares of 6.25% Convertible Perpetual Preferred Stock (the “Convertible Preferred Stock”) of Whiting Petroleum Corporation (the “Company”), represented by stock certificate No(s) _____________ (the “Convertible Preferred Stock Certificates”), into shares of common stock (“Common Stock”) of the Company according to the conditions of the Certificate of Designations of the Convertible Preferred Stock (the “Certificate of Designations”), as of the date written below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith the Convertible Preferred Stock Certificates. No fee will be charged to the holder for any conversion, except for transfer taxes, if any. A copy of each Convertible Preferred Stock Certificate is attached hereto (or evidence of loss, theft or destruction thereof).

The undersigned represents and warrants that all offers and sales by the undersigned of the shares of Common Stock issuable to the undersigned upon conversion of the Convertible Preferred Stock shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Act”), or pursuant to any exemption from registration under the Act.

Capitalized terms used but not defined herein shall have the meanings ascribed thereto in or pursuant to the Certificate of Designations.

Date of Conversion:

Applicable Conversion Price:

Number of shares of Convertible Preferred Stock to be Converted:

Number of shares of Common Stock to be Issued:2

Signature:

Name:

Address:3

Fax No.:

 

2 The Company is not required to issue shares of Common Stock until the original Convertible Preferred Stock Certificate(s) (or evidence of loss, theft or destruction thereof) to be converted are received by the Company or its Transfer Agent. The Company shall issue and deliver shares of Common Stock to an overnight courier not later than three business days following receipt of the original Convertible Preferred Stock Certificate(s) to be converted.

3 Address where shares of Common Stock and any other payments or certificates shall be sent by the Company.

CERTIFICATE OF DECREASE OF

6.25% CONVERTIBLE PERPETUAL PREFERRED STOCK

OF WHITING PETROLEUM CORPORATION

Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Whiting Petroleum Corporation, (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “GCL”), does hereby certify as follows:

1.           That, pursuant to Section 151 of the GCL and authority granted in the Company’s Amended and Restated Certificate of Incorporation, the Board of Directors of the Company (the “Board of Directors”) previously designated 3,450,000 shares of authorized shares of preferred stock of the Company as 6.25% Convertible Perpetual Preferred Stock, par value $0.001 per share (the “Preferred Stock”) and established the voting and other powers, preferences, and relative, participating, optional or other rights of the Preferred Stock and the qualifications, limitations and restrictions thereof, and on June 18, 2009, filed a Certificate of Designations in the office of the Secretary of State of the State of Delaware with respect to the Preferred Stock (the “Certificate of Designations”).

2.           That, pursuant to the Company’s offer to exchange shares of common stock, par value $0.001 per share, of the Company and cash for shares of Preferred Stock through a public exchange offer (the “Exchange Offer”), 3,277,500 shares of Preferred Stock were validly tendered and accepted for exchange and cancelled by the Company on September 17, 2010, such that 172,500 shares of Preferred Stock remained outstanding at the completion of the Exchange Offer.

3.           That the following resolutions were adopted on July 27, 2010 by the Board of Directors at a meeting duly called and held approving the filing of this Certificate:

WHEREAS, the Board of Directors deems it desirable and in the best interests of the Company and its stockholders to authorize, pursuant to Section 151(g) of the General Corporation Law of the State of Delaware, the reduction in the number of shares of preferred stock of the Company designated as Preferred Stock by such number as are validly tendered and accepted by the Company pursuant to the Exchange Offer so that such previously designated shares of Preferred Stock shall revert to authorized but unissued shares of preferred stock of the Company (the “Share Reduction”);

WHEREAS, the Board of Directors deems it desirable and in the best interests of the Company and its stockholders to authorize the restatement (the “Restatement”) of the Amended and Restated Certificate of Incorporation of the Company, as amended to date (the “Certificate”), without shareholder approval pursuant to Article TWELFTH of the Certificate and Section 245 of the General Corporation Law of the State of Delaware to include all changes made to the Certificate since the prior restatement, including as a result of the Share Reduction.

RESOLVED, that the officers of the Company, and each of them individually, are hereby authorized for and on behalf of the Company to take or cause to be taken such actions as are or may be necessary or advisable to effect the Share Reduction, including, without limitation, the preparation, execution and filing of an appropriate certificate with the Secretary of State of the State of Delaware and effect such Restatement, including, without limitation, the preparation, execution and filing with the Secretary of State of the State of Delaware of an appropriate Restated Certificate of Incorporation to reflect all amendments to the Certificate and the cancellation of shares of Preferred Stock exchanged pursuant to the Exchange Offer.

4.           That, in accordance with Section 151(g) of the GCL, upon the effective date of the filing of this Certificate, the number of shares of Preferred Stock designated as such pursuant to the Certificate of Designations is hereby decreased by 3,277,500 shares of Preferred Stock and such previously designated shares of Preferred Stock shall revert to authorized but unissued shares of preferred stock, par value $0.001 per share, of the Company and after such decrease the remaining number of shares of Preferred Stock shall be 172,500.

[the next page is the signature page]

 IN WITNESS WHEREOF, the Company has caused this Certificate to be executed on its behalf this 26th day of October, 2010.

By:	/s/Bruce R. DeBoer
Name:	Bruce R. DeBoer
Title:	Vice President, General Counsel and Corporate Secretary

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, James J. Volker, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Whiting Petroleum Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a 15(f) and 15d (f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 29, 2011

/s/ James J. Volker

James J. Volker

Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Michael J. Stevens, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Whiting Petroleum Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a 15(f) and 15d (f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 29, 2011

/s/ Michael J. Stevens

Michael J. Stevens

Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

WRITTEN STATEMENT OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

Solely for the purposes of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned Chairman, President and Chief Executive Officer of Whiting Petroleum Corporation, a Delaware corporation (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2011 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James J. Volker

James J. Volker

Chairman and Chief Executive Officer

Date: July 29, 2011

EX-32.2

Exhibit 32.2

WRITTEN STATEMENT OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

Solely for the purposes of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned Vice President and Chief Financial Officer of Whiting Petroleum Corporation, a Delaware corporation (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2011 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael J. Stevens

Michael J. Stevens

Vice President and Chief Financial Officer

Date: July 29, 2011

XML



Document and Entity Information (USD $)	6 Months Ended
	Jun. 30, 2011	Jul. 15, 2011	Jun. 30, 2010
Document and Entity Information [Abstract]
Entity Registrant Name	WHITING PETROLEUM CORP
Entity Central Index Key	0001255474
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 4,012,157,212
Entity Common Stock, Shares Outstanding		117,380,843

XML



Long-Term Debt

6 Months Ended

Jun. 30, 2011

Long-Term Debt [Abstract]

LONG-TERM DEBT

3. LONG-TERM DEBT

Long-term debt consisted of the following at June 30, 2011 and December 31, 2010 (in thousands):

	June 30,		December 31,
	2011		2010
Credit agreement	$	460,000	$	200,000
6.5% Senior Subordinated Notes due 2018		350,000		350,000
7% Senior Subordinated Notes due 2014		250,000		250,000
Total debt	$	1,060,000	$	800,000

Credit Agreement—Whiting Oil and Gas Corporation (“Whiting Oil and Gas”), the Company’s wholly-owned subsidiary, has a credit agreement with a syndicate of banks. As of June 30, 2011, this credit facility had a borrowing base of $1.1 billion with $638.6 million of available borrowing capacity, which is net of $460.0 million in borrowings and $1.4 million in letters of credit outstanding. The credit agreement provides for interest only payments until April 2016, when the agreement expires and all outstanding borrowings are due. In April 2011, Whiting Oil and Gas entered into an amendment to its existing credit agreement that decreased the interest margins on outstanding borrowings and extended the principal repayment date from October 2015 to April 2016.

The borrowing base under the credit agreement is determined at the discretion of the lenders, based on the collateral value of the Company’s proved reserves that have been mortgaged to its lenders, and is subject to regular redeterminations on May 1 and November 1 of each year, as well as special redeterminations described in the credit agreement, in each case which may reduce the amount of the borrowing base. A portion of the revolving credit facility in an aggregate amount not to exceed $50.0 million may be used to issue letters of credit for the account of Whiting Oil and Gas or other designated subsidiaries of the Company. As of June 30, 2011, $48.6 million was available for additional letters of credit under the agreement.

Interest accrues at the Company’s option at either (i) a base rate for a base rate loan plus the margin in the table below, where the base rate is defined as the greatest of the prime rate, the federal funds rate plus 0.50% or an adjusted LIBOR rate plus 1.00%, or (ii) an adjusted LIBOR rate for a Eurodollar loan plus the margin in the table below. Additionally, the Company also incurs commitment fees as set forth in the table below on the unused portion of the lesser of the aggregate commitments of the lenders or the borrowing base, and are included as a component of interest expense. At June 30, 2011, the weighted average interest rate on the outstanding principal balance under the credit agreement was 2.0%.

	Applicable			Applicable
	Margin for Base			Margin for			Commitment
Ratio of Outstanding Borrowings to Borrowing Base	Rate Loans			Eurodollar Loans			Fee
Less than 0.25 to 1.0		0.50	%		1.50	%		0.375	%
Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0		0.75	%		1.75	%		0.375	%
Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0		1.00	%		2.00	%		0.50	%
Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0		1.25	%		2.25	%		0.50	%
Greater than or equal to 0.90 to 1.0		1.50	%		2.50	%		0.50	%

The credit agreement contains restrictive covenants that may limit the Company’s ability to, among other things, incur additional indebtedness, sell assets, make loans to others, make investments, enter into mergers, enter into hedging contracts, incur liens and engage in certain other transactions without the prior consent of its lenders. Except for limited exceptions, which include the payment of dividends on the Company’s 6.25% convertible perpetual preferred stock, the credit agreement also restricts our ability to make any dividend payments or distributions on its common stock. These restrictions apply to all of the net assets of the subsidiaries. The credit agreement requires the Company, as of the last day of any quarter, (i) to not exceed a total debt to the last four quarters’ EBITDAX ratio (as defined in the credit agreement) of 4.25 to 1.0 for quarters ending prior to and on December 31, 2012 and 4.0 to 1.0 for quarters ending March 31, 2013 and thereafter and (ii) to have a consolidated current assets to consolidated current liabilities ratio (as defined in the credit agreement and which includes an add back of the available borrowing capacity under the credit agreement) of not less than 1.0 to 1.0. The Company was in compliance with its covenants under the credit agreement as of June 30, 2011.

The obligations of Whiting Oil and Gas under the amended credit agreement are secured by a first lien on substantially all of Whiting Oil and Gas’ properties included in the borrowing base for the credit agreement. The Company has guaranteed the obligations of Whiting Oil and Gas under the credit agreement and has pledged the stock of Whiting Oil and Gas as security for its guarantee.

Senior Subordinated Notes—In October 2005, the Company issued at par $250.0 million of 7% Senior Subordinated Notes due February 2014. The estimated fair value of these notes was $265.6 million as of June 30, 2011, based on quoted market prices for these same debt securities.

In September 2010, the Company issued at par $350.0 million of 6.5% Senior Subordinated Notes due October 2018. The estimated fair value of these notes was $355.3 million as of June 30, 2011, based on quoted market prices for these same debt securities.

The notes are unsecured obligations of Whiting Petroleum Corporation and are subordinated to all of the Company’s senior debt, which currently consists of Whiting Oil and Gas’ credit agreement. The Company’s obligations under the 2014 notes are fully, unconditionally, jointly and severally guaranteed by the Company’s 100%-owned subsidiaries, Whiting Oil and Gas and Whiting Programs, Inc. (the “2014 Guarantors”). Additionally, the Company’s obligations under the 2018 notes are fully, unconditionally, jointly and severally guaranteed by the Company’s 100%-owned subsidiary, Whiting Oil and Gas (collectively with the 2014 Guarantors, the “Guarantors”). Any subsidiaries other than the Guarantors are minor subsidiaries as defined by Rule 3-10(h)(6) of Regulation S-X of the Securities and Exchange Commission. Whiting Petroleum Corporation has no assets or operations independent of this debt and its investments in guarantor subsidiaries.

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Asset Retirement Obligations

6 Months Ended

Jun. 30, 2011

Asset Retirement Obligations [Abstract]

ASSET RETIREMENT OBLIGATIONS

4. ASSET RETIREMENT OBLIGATIONS

The Company’s asset retirement obligations represent the estimated future costs associated with the plugging and abandonment of oil and gas wells, removal of equipment and facilities from leased acreage, and land restoration (including removal of certain onshore and offshore facilities in California) in accordance with applicable local, state and federal laws. The Company follows FASB ASC Topic 410, Asset Retirement and Environmental Obligations, to determine its asset retirement obligation amounts by calculating the present value of the estimated future cash outflows associated with its plug and abandonment obligations. The current portions at June 30, 2011 and December 31, 2010 were $6.0 million and $6.1 million, respectively, and are included in accrued liabilities and other. Revisions to the liability could occur due to changes in estimated abandonment costs or well economic lives, or if federal or state regulators enact new requirements regarding the abandonment of wells. The following table provides a reconciliation of the Company’s asset retirement obligations for the six months ended June 30, 2011 (in thousands):

Asset retirement obligation at January 1, 2011	$	83,083
Additional liability incurred		1,027
Revisions in estimated cash flows		722
Accretion expense		3,942
Liabilities settled		(2,369	)
Asset retirement obligation at June 30, 2011	$	86,405

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Derivative Financial Instruments

6 Months Ended

Jun. 30, 2011

Derivative Financial Instruments [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

5. DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to certain risks relating to its ongoing business operations, and Whiting uses derivative instruments to manage its commodity price risk. Whiting follows FASB ASC Topic 815, Derivatives and Hedging, to account for its derivative financial instruments.

Commodity Derivative Contracts—Historically, prices received for crude oil and natural gas production have been volatile because of seasonal weather patterns, supply and demand factors, worldwide political factors and general economic conditions. Whiting enters into derivative contracts, primarily costless collars, to achieve a more predictable cash flow by reducing its exposure to commodity price volatility. Commodity derivative contracts are thereby used to ensure adequate cash flow to fund the Company’s capital programs and to manage returns on acquisitions and drilling programs. Costless collars are designed to establish floor and ceiling prices on anticipated future oil and gas production. While the use of these derivative instruments limits the downside risk of adverse price movements, they may also limit future revenues from favorable price movements. The Company does not enter into derivative contracts for speculative or trading purposes.

Whiting Derivatives. The table below details the Company’s costless collar derivatives, including its proportionate share of Whiting USA Trust I (the “Trust”) derivatives, entered into to hedge forecasted crude oil and natural gas production revenues, as of July 1, 2011.

	Whiting Petroleum Corporation
					Weighted Average
	Contracted Volumes				NYMEX Price Collar Ranges
	Crude Oil		Natural Gas		Crude Oil		Natural Gas
Period	(Bbl)		(Mcf)		(per Bbl)		(per Mcf)
Jul — Dec 2011		5,426,201		211,230	$	61.00 - $98.31	$	6.49 - $13.94
Jan — Dec 2012		7,905,091		384,002	$	59.97 - $106.27	$	6.50 - $14.27
Jan — Nov 2013		3,090,000		—	$	47.64 - $89.90		n/a
Total		16,421,292		595,232

Derivatives Conveyed to Whiting USA Trust I. In connection with the Company’s conveyance in April 2008 of a term net profits interest to the Trust and related sale of 11,677,500 Trust units to the public, the right to any future hedge payments made or received by Whiting on certain of its derivative contracts have been conveyed to the Trust, and therefore such payments will be included in the Trust’s calculation of net proceeds. Under the terms of the aforementioned conveyance, Whiting retains 10% of the net proceeds from the underlying properties. Whiting’s retention of 10% of these net proceeds, combined with its ownership of 2,186,389 Trust units, results in third-party public holders of Trust units receiving 75.8%, and Whiting retaining 24.2%, of the future economic results of commodity derivative contracts conveyed to the Trust. The relative ownership of the future economic results of such commodity derivatives is reflected in the tables below. No additional hedges are allowed to be placed on Trust assets.

The 24.2% portion of Trust derivatives that Whiting has retained the economic rights to (and which are also included in the table above) are as follows:

			Whiting Petroleum Corporation
					Weighted Average
	Contracted Volumes				NYMEX Price Collar Ranges
	Crude Oil		Natural Gas		Crude Oil		Natural Gas
Period	(Bbl)		(Mcf)		(per Bbl)		(per Mcf)
Jul — Dec 2011		56,201		211,230	$	74.00 - $140.44	$	6.49 - $13.94
Jan — Dec 2012		105,091		384,002	$	74.00 - $141.72	$	6.50 - $14.27
Total		161,292		595,232

The 75.8% portion of Trust derivative contracts of which Whiting has transferred the economic rights to third-party public holders of Trust units (and which have not been reflected in the above tables) are as follows:

	Third-party Public Holders of Trust Units
					Weighted Average
	Contracted Volumes				NYMEX Price Collar Ranges
	Crude Oil		Natural Gas		Crude Oil		Natural Gas
Period	(Bbl)		(Mcf)		(per Bbl)		(per Mcf)
Jul — Dec 2011		176,035		661,620	$	74.00 - $140.44	$	6.49 - $13.94
Jan — Dec 2012		329,171		1,202,785	$	74.00 - $141.72	$	6.50 - $14.27
Total		505,206		1,864,405

Discontinuance of Cash Flow Hedge Accounting—Prior to April 1, 2009, the Company designated a portion of its commodity derivative contracts as cash flow hedges, whose unrealized fair value gains and losses were recorded to other comprehensive income. Effective April 1, 2009, however, the Company elected to de-designate all of its commodity derivative contracts that had been previously designated as cash flow hedges and elected to discontinue hedge accounting prospectively. As a result, such mark-to-market values at March 31, 2009 were frozen in accumulated other comprehensive income as of the de- designation date and are being reclassified into earnings as the original hedged transactions affect income. As of June 30, 2011, accumulated other comprehensive income amounted to $3.7 million ($2.3 million net of tax), which consisted entirely of unrealized deferred gains and losses on commodity derivative contracts that had been previously designated as cash flow hedges. During the next twelve months, the Company expects to reclassify into earnings from accumulated other comprehensive income net after-tax gains of $3.3 million related to de-designated commodity hedges. Currently, the Company recognizes all gains and losses from changes in commodity derivative fair values immediately in earnings rather than deferring any such amounts in accumulated other comprehensive income.

Embedded Commodity Derivative Contracts—As of June 30, 2011, Whiting had entered into certain contracts for oil field goods or services, whereby the price adjustment clauses for such goods or services are linked to changes in NYMEX crude oil prices. The Company has determined that the portions of these contracts linked to NYMEX oil prices are not clearly and closely related to the host contracts, and the Company has therefore bifurcated these embedded pricing features from their host contracts and reflected them at fair value in the consolidated financial statements.

Drilling Rig Contracts. As of June 30, 2011, Whiting had entered into eight contracts with drilling rig companies, whereby the rig day rates included price adjustment clauses that are linked to changes in NYMEX crude oil prices. These drilling rig contracts have various termination dates ranging from July 2011 to July 2014. The price adjustment formulas in the rig contracts stipulate that with every $10 increase or decrease in the price of NYMEX crude, the cost of drilling rig day rates to the Company will likewise increase or decrease by specific dollar amounts as set forth in each of the individual contracts. As of June 30, 2011, the aggregate estimated fair value of the embedded derivatives in these drilling rig contracts was a liability of $1.4 million.

As global crude oil prices increase or decrease, the demand for drilling rigs in North America similarly increases and decreases. Because the supply of onshore drilling rigs in North America is fairly inelastic, these changes in rig demand cause drilling rig day rates to increase or decrease in tandem with crude oil price fluctuations. When the Company enters into a long-term drilling rig contract that has a fixed rig day rate which does not increase or decrease with changes in oil prices, the Company is exposed to the risk of paying higher than the market day rate for drilling rigs in a climate of declining oil prices. This in turn could have a negative impact on the Company’s oil and gas well economics. As a result, the Company reduces its exposure to this risk by entering into certain drilling contracts which have rig day rates that fluctuate in tandem with changes in oil prices.

CO₂ Purchase Contract. In May 2011, Whiting entered into a long-term contract to purchase CO₂ from 2015 through 2029 for use in the enhanced oil recovery project that is being carried out at its North Ward Estes field in Texas. The price per Mcf of CO₂ purchased under this agreement increases or decreases as the average price of NYMEX crude oil likewise increases or decreases. As of June 30, 2011, the estimated fair value of the embedded derivative in this CO₂ purchase contract was an asset of $1.9 million.

Although CO₂ is not a commodity that is actively traded on a public exchange, the market price for CO₂ generally fluctuates in tandem with increases or decreases in crude oil prices. When Whiting enters into a long-term CO₂ purchase contract where the price of CO₂ is fixed and does not adjust with changes in oil prices, the Company is exposed to the risk of paying higher than the market rate for CO₂ in a climate of declining oil and CO₂ prices. This in turn could have a negative impact on the Company’s oil and gas well economics. As a result, the Company reduces its exposure to this risk by entering into certain CO₂ purchase contracts which have prices that fluctuate along with changes in crude oil prices.

Derivative Instrument Reporting—All derivative instruments are recorded on the consolidated balance sheet at fair value, other than derivative instruments that meet the “normal purchase normal sales” exclusion. The following tables summarize the location and fair value amounts of all derivative instruments in the consolidated balance sheets (in thousands):

		Fair Value
		June 30,		December 31,
Not Designated as ASC 815 Hedges	Balance Sheet Classification	2011		2010
Derivative assets:
Commodity contracts	Prepaid expenses and other	$	3,680	$	4,231
Commodity contracts	Other long-term assets		1,653		3,961
Embedded commodity contracts	Other long-term assets		1,899		—
Total derivative assets		$	7,232	$	8,192
Derivative liabilities:
Commodity contracts	Current derivative liabilities	$	61,186	$	69,375
Embedded commodity contracts	Current derivative liabilities		634		—
Commodity contracts	Non-current derivative liabilities		97,945		95,256
Embedded commodity contracts	Non-current derivative liabilities		790		—
Total derivative liabilities		$	160,555	$	164,631

The following tables summarize the effects of commodity derivatives instruments on the consolidated statements of income for the three and six months ended June 30, 2011 and 2010 (in thousands):

		Gain (Loss) Reclassified from OCI
		into Income (Effective Portion)
ASC 815 Cash Flow		Six Months Ended June 30,
Hedging Relationships	Income Statement Classification	2011		2010
Commodity contracts	Gain on hedging activities	$	5,454	$	15,259

		Three Months Ended June 30,
		2011		2010
Commodity contracts	Gain on hedging activities	$	2,391	$	8,525

		(Gain) Loss Recognized in Income
Not Designated as		Six Months Ended June 30,
ASC 815 Hedges	Income Statement Classification	2011			2010
Commodity contracts	Commodity derivative (gain) loss, net	$	21,294		$	(78,418	)
Embedded commodity contracts	Commodity derivative (gain) loss, net		(474	)		—
Total		$	20,820		$	(78,418	)

		Three Months Ended June 30,
		2011			2010
Commodity contracts	Commodity derivative (gain) loss, net	$	(110,063	)	$	(63,496	)
Embedded commodity contracts	Commodity derivative (gain) loss, net		(3,555	)		—
Total		$	(113,618	)	$	(63,496	)

Contingent Features in Derivative Instruments. None of the Company’s derivative instruments contain credit-risk-related contingent features. Counterparties to the Company’s commodity contracts are high credit-quality financial institutions that are lenders under Whiting’s credit agreement. Whiting uses only credit agreement participants to hedge with, since these institutions are secured equally with the holders of Whiting’s bank debt, which eliminates the potential need to post collateral when Whiting is in a large derivative liability position. As a result, the Company is not required to post letters of credit or corporate guarantees for its derivative counterparties in order to secure contract performance obligations.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2011

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

6. FAIR VALUE MEASURMENTS

The Company follows FASB ASC Topic 820, Fair Value Measurement and Disclosure, which establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows:

• Level 1: Quoted Prices in Active Markets for Identical Assets — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2: Significant Other Observable Inputs — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

• Level 3: Significant Unobservable Inputs — inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company reflects transfers between the three levels at the end of the reporting period in which the availability of observable inputs no longer justifies classification in the original level.

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2011 and December 31, 2010, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair values (in thousands):

							Total Fair Value
	Level 1		Level 2		Level 3		June 30, 2011
Financial Assets
Commodity derivatives — current	$	—	$	3,680	$	—	$	3,680
Commodity derivatives — non-current		—		1,653		—		1,653
Embedded commodity derivatives — non-current		—		1,899		—		1,899
Total financial assets	$	—	$	7,232	$	—	$	7,232
Financial Liabilities
Commodity derivatives — current	$	—	$	61,186	$	—	$	61,186
Embedded commodity derivatives — current		—		634		—		634
Commodity derivatives — non-current		—		97,945		—		97,945
Embedded commodity derivatives — non-current		—		790		—		790
Total financial liabilities	$	—	$	160,555	$	—	$	160,555

							Total Fair Value
							December 31,
	Level 1		Level 2		Level 3		2010
Financial Assets
Commodity derivatives — current	$	—	$	4,231	$	—	$	4,231
Commodity derivatives — non-current		—		3,961		—		3,961
Total financial assets	$	—	$	8,192	$	—	$	8,192

							Total Fair Value
							December 31,
	Level 1		Level 2		Level 3		2010
Financial Liabilities
Commodity derivatives — current	$	—	$	69,375	$	—	$	69,375
Commodity derivatives — non-current		—		95,256		—		95,256
Total financial liabilities	$	—	$	164,631	$	—	$	164,631

The following methods and assumptions were used to estimate the fair values of the assets and liabilities in the tables above:

Commodity Derivatives. Commodity derivative instruments consist primarily of costless collars for crude oil and natural gas. The Company’s costless collars are valued using industry-standard models, which are based on a market approach. These models consider various assumptions, including quoted forward prices for commodities, time value and volatility factors. These assumptions are observable in the marketplace throughout the full term of the contract, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace, and are therefore designated as Level 2 within the valuation hierarchy. The discount rates used in the fair values of these instruments include a measure of either the Company’s or the counterparty’s nonperformance risk, as appropriate. The Company utilizes counterparties’ valuations to assess the reasonableness of its own valuations.

Embedded Commodity Derivatives. Embedded commodity derivatives relate to long and short-term drilling rig contracts as well as a CO2 purchase contract, which all have price adjustment clauses that are linked to changes in NYMEX crude oil prices. Whiting has determined that the portions of these contracts linked to NYMEX oil prices are not clearly and closely related to the host drilling contracts, and the Company has therefore bifurcated these embedded pricing features from their host contracts and reflected them at fair value in its consolidated financial statements. These embedded commodity derivatives are valued using industry-standard models, which are based on a market approach. These models consider various assumptions, including quoted forward prices for commodities, time value and volatility factors. These assumptions are observable in the marketplace throughout the full term of the contract, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace, and are therefore designated as Level 2 within the valuation hierarchy. The discount rates used in the fair values of these instruments include a measure of either the Company’s or the counterparty’s nonperformance risk, as appropriate.

Non-Recurring Fair Value Measurements. The Company applies the provisions of the fair value measurement standard to its non-recurring, non-financial measurements including business combinations, proved oil and gas property impairments and asset retirement obligations. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. The following table presents information about the Company’s non-financial assets and liabilities measured at fair value on a non-recurring basis as of June 30, 2011, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair values (in thousands):

									Pre-tax (Gain)
	Net Carrying								Loss Six
	Value as of		Fair Value Measurements Using						Months Ended
	June 30, 2011		Level 1		Level 2		Level 3		June 30, 2011
Noncontrolling interest	$	8,333	$	—	$	—	$	8,333	$	—
Asset retirement obligations		1,041		—		—		1,027		—
Total non-recurring assets at fair value	$	9,374	$	—	$	—	$	9,360	$	—

The following methods and assumptions were used to estimate the fair values of the non-financial assets and liabilities in the table above:

Noncontrolling Interest. In connection with the Company’s formation of Sustainable Water Resources, LLC in March 2011, the noncontrolling interest was ascribed a fair value of $8.3 million in accordance with the provisions of the Identifiable Assets and Liabilities, and Any Noncontrolling Interest Subsections of FASB ASC Subtopic 805-20. Given the unobservable nature of the fair value inputs, these valuations are deemed to use Level 3 inputs.

Asset Retirement Obligations. The Company estimates the fair value of asset retirement obligations at the point they are incurred by calculating the present value of estimated future plug and abandonment costs. Such present value calculations use internally developed cash flow models, which are based on an income approach, and include various assumptions such as estimated amounts and timing of abandonment cash flows, the Company’s credit-adjusted risk-free rate and future inflation rates. Given the unobservable nature of most of these inputs, the initial measurement of asset retirement obligation liabilities is deemed to use Level 3 inputs.

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Deferred Compensation

6 Months Ended

Jun. 30, 2011

Deferred Compensation [Abstract]

DEFERRED COMPENSATION

7. DEFERRED COMPENSATION

Production Participation Plan—The Company has a Production Participation Plan (the “Plan”) in which all employees participate. On an annual basis, interests in oil and gas properties acquired, developed or sold during the year are allocated to the Plan as determined annually by the Compensation Committee of the Company’s Board of Directors. Once allocated, the interests (not legally conveyed) are fixed. Interest allocations prior to 1995 consisted of 2%-3% overriding royalty interests. Interest allocations since 1995 have been 2%-5% of oil and gas sales less lease operating expenses and production taxes.

Payments of 100% of the year’s Plan interests to employees and the vested percentages of former employees in the year’s Plan interests are made annually in cash after year-end. Accrued compensation expense under the Plan for the six months ended June 30, 2011 and 2010 amounted to $17.1 million and $14.1 million, respectively, charged to general and administrative expense and $2.2 million and $1.9 million, respectively, charged to exploration expense.

Employees vest in the Plan ratably at 20% per year over a five year period. Pursuant to the terms of the Plan, (i) employees who terminate their employment with the Company are entitled to receive their vested allocation of future Plan year payments on an annual basis; (ii) employees will become fully vested at age 62, regardless of when their interests would otherwise vest; and (iii) any forfeitures inure to the benefit of the Company.

The Company uses average historical prices to estimate the vested long-term Production Participation Plan liability. At June 30, 2011, the Company used three-year average historical NYMEX prices of $79.97 for crude oil and $4.92 for natural gas to estimate this liability. If the Company were to terminate the Plan or upon a change in control of the Company (as defined in the Plan), all employees fully vest and the Company would distribute to each Plan participant an amount, based upon the valuation method set forth in the Plan, in a lump sum payment twelve months after the date of termination or within one month after a change in control event. Based on current strip prices at June 30, 2011, if the Company elected to terminate the Plan or if a change of control event occurred, it is estimated that the fully vested lump sum cash payment to employees would approximate $173.8 million. This amount includes $19.9 million attributable to proved undeveloped oil and gas properties and $19.3 million relating to the short-term portion of the Plan liability, which has been accrued as a current payable to be paid in February 2012. The ultimate sharing contribution for proved undeveloped oil and gas properties will be awarded in the year of Plan termination or change of control. However, the Company has no intention to terminate the Plan.

The following table presents changes in the Plan’s estimated long-term liability for the six months ended June 30, 2011 (in thousands):

Long-term Production Participation Plan liability at January 1, 2011	$	81,524
Change in liability for accretion, vesting, change in estimates and new Plan year activity		21,481
Cash payments accrued as compensation expense and reflected as a current payable		(19,274	)
Long-term Production Participation Plan liability at June 30, 2011	$	83,731

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Shareholders' Equity

6 Months Ended

Jun. 30, 2011

Shareholders' Equity [Abstract]

SHAREHOLDERS' EQUITY

8. SHAREHOLDERS’ EQUITY

Common Stock—In May 2011, Whiting’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 175,000,000 shares to 300,000,000 shares.

Stock Split. On January 26, 2011, the Company’s Board of Directors approved a two-for-one split of the Company’s shares of common stock to be effected in the form of a stock dividend. As a result of the stock split, stockholders of record on February 7, 2011 received one additional share of common stock for each share of common stock held. The additional shares of common stock were distributed on February 22, 2011. Concurrently with the payment of such stock dividend in February 2011, there was a transfer from additional paid-in capital to common stock of $0.1 million, which amount represents $0.001 per share (being the par value thereof) for each share of common stock so issued. All common share and per share amounts in these consolidated financial statements and related notes for periods prior to February 2011 have been retroactively adjusted to reflect the stock split. The common stock dividend resulted in the conversion price for Whiting’s 6.25% Convertible Perpetual Preferred Stock being adjusted from $43.4163 to $21.70815.

6.25% Convertible Perpetual Preferred Stock—In June 2009, the Company completed a public offering of 6.25% convertible perpetual preferred stock (“preferred stock”), selling 3,450,000 shares at a price of $100.00 per share.

Each holder of the preferred stock is entitled to an annual dividend of $6.25 per share to be paid quarterly in cash, common stock or a combination thereof on March 15, June 15, September 15 and December 15, when and if such dividend has been declared by Whiting’s board of directors. Each share of preferred stock has a liquidation preference of $100.00 per share plus accumulated and unpaid dividends and is convertible, at a holder’s option, into shares of Whiting’s common stock based on a conversion price of $21.70815, subject to adjustment upon the occurrence of certain events. The preferred stock is not redeemable by the Company. At any time on or after June 15, 2013, the Company may cause all outstanding shares of this preferred stock to be converted into shares of common stock if the closing price of our common stock equals or exceeds 120% of the then-prevailing conversion price for at least 20 trading days in a period of 30 consecutive trading days. The holders of preferred stock have no voting rights unless dividends payable on the preferred stock are in arrears for six or more quarterly periods.

Induced Conversion of 6.25% Convertible Perpetual Preferred Stock. In August 2010, Whiting commenced an offer to exchange up to 3,277,500, or 95%, of its preferred stock for the following consideration per share of preferred stock: 4.6066 shares of its common stock and a cash premium of $14.50. The exchange offer expired in September 2010 and resulted in the Company accepting 3,277,500 shares of preferred stock in exchange for the issuance of 15,098,020 shares of common stock and a cash premium payment of $47.5 million. Following the exchange offer, the 3,277,500 shares of preferred stock accepted in the exchange were cancelled, and a total of 172,500 shares of preferred stock remained outstanding.

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Income Taxes

6 Months Ended

Jun. 30, 2011

Income Taxes [Abstract]

INCOME TAXES

9. INCOME TAXES

Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The provision for income taxes for the six months ended June 30, 2011 and 2010 differs from the amount that would be provided by applying the statutory U.S. federal income tax rate of 35% to pre-tax income primarily because of state income taxes and estimated permanent differences.

The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes.

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Earnings Per Share

6 Months Ended

Jun. 30, 2011

Earnings Per Share [Abstract]

EARNINGS PER SHARE

10. EARNINGS PER SHARE

The reconciliations between basic and diluted earnings per share are as follows (in thousands, except per share data):

	Three Months Ended June 30,
	2011			2010
Basic Earnings Per Share(1)
Numerator:
Net income	$	203,149		$	125,317
Preferred stock dividends		(269	)		(5,391	)
Net income available to common shareholders, basic	$	202,880		$	119,926
Denominator:
Weighted average shares outstanding, basic		117,373			101,989
Diluted Earnings Per Share(1)
Numerator:
Net income available to common shareholders, basic	$	202,880		$	119,926
Preferred stock dividends		269			5,391
Adjusted net income available to common shareholders, diluted	$	203,149		$	125,317
Denominator:
Weighted average shares outstanding, basic		117,373			101,989
Restricted stock and stock options		492			567
Convertible perpetual preferred stock		794			15,893
Weighted average shares outstanding, diluted		118,659			118,449
Earnings per common share, basic	$	1.73		$	1.18
Earnings per common share, diluted	$	1.71		$	1.06

⁽¹⁾  All share and per share amounts have been retroactively restated for the three months ended June 30, 2010 to reflect the Company’s February 2011 two-for-one stock split described in Note 8 to these consolidated financial statements.

	Six Months Ended June 30,
	2011			2010
Basic Earnings Per Share
Numerator:
Net income	$	222,563		$	211,928
Preferred stock dividends		(539	)		(10,781	)
Net income available to common shareholders, basic	$	222,024		$	201,147
Denominator:
Weighted average shares outstanding, basic		117,308			101,906
Diluted Earnings Per Share
Numerator:
Net income available to common shareholders, basic	$	222,024		$	201,147
Preferred stock dividends		539			10,781
Adjusted net income available to common shareholders, diluted	$	222,563		$	211,928
Denominator:
Weighted average shares outstanding, basic		117,308			101,906
Restricted stock and stock options		605			670
Convertible perpetual preferred stock		794			15,893
Weighted average shares outstanding, diluted		118,707			118,469
Earnings per common share, basic	$	1.89		$	1.97
Earnings per common share, diluted	$	1.87		$	1.79

⁽¹⁾ All share and per share amounts have been retroactively restated for the six months ended June 30, 2010 to reflect the Company’s February 2011 two-for-one stock split described in Note 8 to these consolidated financial statements.

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Adopted and Recently Issued Accounting Pronouncements

6 Months Ended

Jun. 30, 2011

Adopted and Recently Issued Accounting Pronouncements [Abstract]

ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

11. ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2010, the FASB issued Accounting Standards Update No. 2010-29, Business Combinations: Disclosure of Supplementary Pro Forma Information for Business Combinations (“ASU 2010-29”), which provides amendments to FASB ASC Topic 805, Business Combinations. The objective of ASU 2010-29 is to clarify and expand the pro forma revenue and earnings disclosure requirements for business combinations. ASU 2010-29 is effective for fiscal years beginning after December 15, 2010. The Company adopted ASU 2010-29 effective January 1, 2011, which did not have an impact on the Company’s consolidated financial statements.

In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”), which provides amendments to FASB ASC Topic 820, Fair Value Measurement. The objective of ASU 2011-04 is to create common fair value measurement and disclosure requirements between GAAP and International Financial Reporting Standards (“IFRS”). The amendments clarify existing fair value measurement and disclosure requirements and make changes to particular principles or requirements for measuring or disclosing information about fair value measurements. These amendments are not expected to have a significant impact on companies applying GAAP. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011. The adoption of this standard will not have an impact on the Company’s consolidated financial statements other than additional disclosures.

In June 2011, the FASB issued Accounting Standards Update No. 2011-05, Comprehensive Income: Presentation of Comprehensive Income (“ASU 2011-05”), which provides amendments to FASB ASC Topic 220, Comprehensive Income. The objective of ASU 2011-05 is to require an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of equity. ASU 2011-05 is effective for interim and annual periods beginning after December 15, 2011 and should be applied retrospectively. The adoption of this standard will not have an impact on the Company’s consolidated financial statements other than requiring the Company to present its statements of comprehensive income separately from its statements of equity, as these statements are currently presented on a combined basis.

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Subsequent Event

6 Months Ended

Jun. 30, 2011

Subsequent Event [Abstract]

SUBSEQUENT EVENT

12. SUBSEQUENT EVENT

On July 28, 2011, the Company completed the acquisition of approximately 23,400 net acres and one well in the Missouri Breaks prospect in Richland County, Montana for an unadjusted purchase price of $46.9 million and an effective date of May 1, 2011.

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Consolidated Balance Sheets (Unaudited) (USD $) In Thousands	Jun. 30, 2011		Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 11,089		$ 18,952
Accounts receivable trade, net	211,937		199,713
Prepaid expenses and other	20,189		14,878
Total current assets	243,215		233,543
Oil and gas properties, successful efforts method:
Proved properties	6,337,627		5,661,619
Unproved properties	319,271		226,336
Other property and equipment	140,428		98,092
Total property and equipment	6,797,326		5,986,047
Less accumulated depreciation, depletion and amortization	(1,845,652)		(1,630,824)
Total property and equipment, net	4,951,674		4,355,223
Debt issuance costs	33,388		34,226
Other long-term assets	58,655		25,785
TOTAL ASSETS	5,286,932		4,648,777
Current liabilities:
Accounts payable trade	77,020		35,016
Accrued capital expenditures	96,005		84,789
Accrued liabilities and other	115,020		153,062
Revenues and royalties payable	100,435		82,124
Taxes payable	31,194		30,291
Derivative liabilities	61,820		69,375
Deferred income taxes	3,135		4,548
Total current liabilities	484,629		459,205
Long-term debt	1,060,000		800,000
Deferred income taxes	662,036		539,071
Derivative liabilities	98,735		95,256
Production Participation Plan liability	83,731		81,524
Asset retirement obligations	80,369		76,994
Deferred gain on sale	35,748		41,460
Other long-term liabilities	25,876		23,952
Total liabilities	2,531,124		2,117,462
Commitments and contingencies
Equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; 6.25% convertible perpetual preferred stock, 172,400 shares issued and outstanding as of June 30, 2011 and 172,500 shares issued and outstanding as of December 31, 2010, aggregate liquidation preference of $17,240,000 at June 30, 2011	0		0
Common stock, $0.001 par value, 300,000,000 shares authorized; 118,113,052 issued and 117,380,843 outstanding as of June 30, 2011, 117,967,876 issued and 117,098,506 outstanding as of December 31, 2010	118	[1]	59	[1]
Additional paid-in capital	1,547,342		1,549,822
Accumulated other comprehensive income	2,325		5,768
Retained earnings	1,197,690		975,666
Total Whiting shareholders' equity	2,747,475		2,531,315
Noncontrolling Interest	8,333		0
Total equity	2,755,808		2,531,315
TOTAL LIABILITIES AND EQUITY	$ 5,286,932		$ 4,648,777

[1] All common share amounts (except par value and par value per share amounts) have been retroactively restated as of December 31, 2010 to reflect the Company's two-for-one stock split in February 2011, as described in Note 8 to these consolidated financial statements.

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Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2011

Basis of Presentation [Abstract]

Description of Operations

Description of Operations—Whiting Petroleum Corporation, a Delaware corporation, is an independent oil and gas company that acquires, exploits, develops and explores for crude oil, natural gas and natural gas liquids primarily in the Permian Basin, Rocky Mountains, Mid-Continent, Gulf Coast and Michigan regions of the United States. Unless otherwise specified or the context otherwise requires, all references in these notes to “Whiting” or the “Company” are to Whiting Petroleum Corporation and its consolidated subsidiaries.

Consolidated Financial Statements

Consolidated Financial Statements—The unaudited consolidated financial statements include the accounts of Whiting Petroleum Corporation, its consolidated subsidiaries and Whiting’s pro rata share of the accounts of Whiting USA Trust I pursuant to Whiting’s 15.8% ownership interest. Investments in entities which give Whiting significant influence, but not control, over the investee are accounted for using the equity method. Under the equity method, investments are stated at cost plus the Company’s equity in undistributed earnings and losses. All intercompany balances and transactions have been eliminated upon consolidation. These financial statements have been prepared in accordance with GAAP for interim financial reporting. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly, in all material respects, the Company’s interim results. However, operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. Whiting’s 2010 Annual Report on Form 10-K includes certain definitions and a summary of significant accounting policies and should be read in conjunction with this Form 10-Q. Except as disclosed herein, there have been no material changes to the information disclosed in the notes to the consolidated financial statements included in Whiting’s 2010 Annual Report on Form 10-K.

Earnings Per Share

Earnings Per Share—Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during each period. Diluted earnings per common share is calculated by dividing adjusted net income available to common shareholders by the weighted average number of diluted common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities for the diluted earnings per share calculations consist of unvested restricted stock awards and outstanding stock options using the treasury method, as well as convertible perpetual preferred stock using the if-converted method. In the computation of diluted earnings per share, excess tax benefits that would be created upon the assumed vesting of unvested restricted shares or the assumed exercise of stock options (i.e. hypothetical excess tax benefits) are included in the assumed proceeds component of the treasury share method to the extent that such excess tax benefits are more likely than not to be realized. When a loss from continuing operations exists, all potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted earnings per share.

FASB ASC Topic 410, Asset Retirement and Environmental Obligations

The Company’s asset retirement obligations represent the estimated future costs associated with the plugging and abandonment of oil and gas wells, removal of equipment and facilities from leased acreage, and land restoration (including removal of certain onshore and offshore facilities in California) in accordance with applicable local, state and federal laws. The Company follows FASB ASC Topic 410, Asset Retirement and Environmental Obligations, to determine its asset retirement obligation amounts by calculating the present value of the estimated future cash outflows associated with its plug and abandonment obligations.

FASB ASC Topic 815, Derivatives and Hedging

The Company is exposed to certain risks relating to its ongoing business operations, and Whiting uses derivative instruments to manage its commodity price risk. Whiting follows FASB ASC Topic 815, Derivatives and Hedging, to account for its derivative financial instruments.

FASB ASC Topic 820, Fair Value Measurement and Disclosure

The Company follows FASB ASC Topic 820, Fair Value Measurement and Disclosure, which establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows:

• Level 1: Quoted Prices in Active Markets for Identical Assets — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2: Significant Other Observable Inputs — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

• Level 3: Significant Unobservable Inputs — inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Noncontrolling Interest

Noncontrolling Interest. In connection with the Company’s formation of Sustainable Water Resources, LLC in March 2011, the noncontrolling interest was ascribed a fair value of $8.3 million in accordance with the provisions of the Identifiable Assets and Liabilities, and Any Noncontrolling Interest Subsections of FASB ASC Subtopic 805-20. Given the unobservable nature of the fair value inputs, these valuations are deemed to use Level 3 inputs.

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2011

Long-Term Debt [Abstract]

Changes in Estimated Long-Term Liability

	June 30,		December 31,
	2011		2010
Credit agreement	$	460,000	$	200,000
6.5% Senior Subordinated Notes due 2018		350,000		350,000
7% Senior Subordinated Notes due 2014		250,000		250,000
Total debt	$	1,060,000	$	800,000

Summary of margin rates

	Applicable			Applicable
	Margin for Base			Margin for			Commitment
Ratio of Outstanding Borrowings to Borrowing Base	Rate Loans			Eurodollar Loans			Fee
Less than 0.25 to 1.0		0.50	%		1.50	%		0.375	%
Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0		0.75	%		1.75	%		0.375	%
Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0		1.00	%		2.00	%		0.50	%
Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0		1.25	%		2.25	%		0.50	%
Greater than or equal to 0.90 to 1.0		1.50	%		2.50	%		0.50	%

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Asset Retirement Obligations (Tables)

6 Months Ended

Jun. 30, 2011

Asset Retirement Obligations [Abstract]

Asset retirement obligations

Asset retirement obligation at January 1, 2011	$	83,083
Additional liability incurred		1,027
Revisions in estimated cash flows		722
Accretion expense		3,942
Liabilities settled		(2,369	)
Asset retirement obligation at June 30, 2011	$	86,405

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Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2011

Derivative [Line Items]

Location and fair value of derivative instruments

		Fair Value
		June 30,		December 31,
Not Designated as ASC 815 Hedges	Balance Sheet Classification	2011		2010
Derivative assets:
Commodity contracts	Prepaid expenses and other	$	3,680	$	4,231
Commodity contracts	Other long-term assets		1,653		3,961
Embedded commodity contracts	Other long-term assets		1,899		—
Total derivative assets		$	7,232	$	8,192
Derivative liabilities:
Commodity contracts	Current derivative liabilities	$	61,186	$	69,375
Embedded commodity contracts	Current derivative liabilities		634		—
Commodity contracts	Non-current derivative liabilities		97,945		95,256
Embedded commodity contracts	Non-current derivative liabilities		790		—
Total derivative liabilities		$	160,555	$	164,631

(Gain) Loss Recognized in Income

		Gain (Loss) Reclassified from OCI
		into Income (Effective Portion)
ASC 815 Cash Flow		Six Months Ended June 30,
Hedging Relationships	Income Statement Classification	2011		2010
Commodity contracts	Gain on hedging activities	$	5,454	$	15,259

		Three Months Ended June 30,
		2011		2010
Commodity contracts	Gain on hedging activities	$	2,391	$	8,525

		(Gain) Loss Recognized in Income
Not Designated as		Six Months Ended June 30,
ASC 815 Hedges	Income Statement Classification	2011			2010
Commodity contracts	Commodity derivative (gain) loss, net	$	21,294		$	(78,418	)
Embedded commodity contracts	Commodity derivative (gain) loss, net		(474	)		—
Total		$	20,820		$	(78,418	)

		Three Months Ended June 30,
		2011			2010
Commodity contracts	Commodity derivative (gain) loss, net	$	(110,063	)	$	(63,496	)
Embedded commodity contracts	Commodity derivative (gain) loss, net		(3,555	)		—
Total		$	(113,618	)	$	(63,496	)

Whiting Petroleum Corporation [Member]

Derivative [Line Items]

Derivative instruments

	Whiting Petroleum Corporation
					Weighted Average
	Contracted Volumes				NYMEX Price Collar Ranges
	Crude Oil		Natural Gas		Crude Oil		Natural Gas
Period	(Bbl)		(Mcf)		(per Bbl)		(per Mcf)
Jul — Dec 2011		5,426,201		211,230	$	61.00 - $98.31	$	6.49 - $13.94
Jan — Dec 2012		7,905,091		384,002	$	59.97 - $106.27	$	6.50 - $14.27
Jan — Nov 2013		3,090,000		—	$	47.64 - $89.90		n/a
Total		16,421,292		595,232

Whiting USA Trust I [Member]

Derivative [Line Items]

Derivative instruments

			Whiting Petroleum Corporation
					Weighted Average
	Contracted Volumes				NYMEX Price Collar Ranges
	Crude Oil		Natural Gas		Crude Oil		Natural Gas
Period	(Bbl)		(Mcf)		(per Bbl)		(per Mcf)
Jul — Dec 2011		56,201		211,230	$	74.00 - $140.44	$	6.49 - $13.94
Jan — Dec 2012		105,091		384,002	$	74.00 - $141.72	$	6.50 - $14.27
Total		161,292		595,232

Third-party Public Holders of Trust Units [Member]

Derivative [Line Items]

Derivative instruments

	Third-party Public Holders of Trust Units
					Weighted Average
	Contracted Volumes				NYMEX Price Collar Ranges
	Crude Oil		Natural Gas		Crude Oil		Natural Gas
Period	(Bbl)		(Mcf)		(per Bbl)		(per Mcf)
Jul — Dec 2011		176,035		661,620	$	74.00 - $140.44	$	6.49 - $13.94
Jan — Dec 2012		329,171		1,202,785	$	74.00 - $141.72	$	6.50 - $14.27
Total		505,206		1,864,405

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Fair Value Measurments (Tables)

6 Months Ended

Jun. 30, 2011

Fair Value Measurements [Abstract]

Fair value assets and liabilities measured on a recurring basis

							Total Fair Value
	Level 1		Level 2		Level 3		June 30, 2011
Financial Assets
Commodity derivatives — current	$	—	$	3,680	$	—	$	3,680
Commodity derivatives — non-current		—		1,653		—		1,653
Embedded commodity derivatives — non-current		—		1,899		—		1,899
Total financial assets	$	—	$	7,232	$	—	$	7,232
Financial Liabilities
Commodity derivatives — current	$	—	$	61,186	$	—	$	61,186
Embedded commodity derivatives — current		—		634		—		634
Commodity derivatives — non-current		—		97,945		—		97,945
Embedded commodity derivatives — non-current		—		790		—		790
Total financial liabilities	$	—	$	160,555	$	—	$	160,555

							Total Fair Value
							December 31,
	Level 1		Level 2		Level 3		2010
Financial Assets
Commodity derivatives — current	$	—	$	4,231	$	—	$	4,231
Commodity derivatives — non-current		—		3,961		—		3,961
Total financial assets	$	—	$	8,192	$	—	$	8,192

							Total Fair Value
							December 31,
	Level 1		Level 2		Level 3		2010
Financial Liabilities
Commodity derivatives — current	$	—	$	69,375	$	—	$	69,375
Commodity derivatives — non-current		—		95,256		—		95,256
Total financial liabilities	$	—	$	164,631	$	—	$	164,631

Non-recurring fair value measurements

									Pre-tax (Gain)
	Net Carrying								Loss Six
	Value as of		Fair Value Measurements Using						Months Ended
	June 30, 2011		Level 1		Level 2		Level 3		June 30, 2011
Noncontrolling interest	$	8,333	$	—	$	—	$	8,333	$	—
Asset retirement obligations		1,041		—		—		1,027		—
Total non-recurring assets at fair value	$	9,374	$	—	$	—	$	9,360	$	—

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Deferred Compensation (Tables)

6 Months Ended

Jun. 30, 2011

Deferred Compensation [Abstract]

Changes in Estimated Long-Term Liability

Long-term Production Participation Plan liability at January 1, 2011	$	81,524
Change in liability for accretion, vesting, change in estimates and new Plan year activity		21,481
Cash payments accrued as compensation expense and reflected as a current payable		(19,274	)
Long-term Production Participation Plan liability at June 30, 2011	$	83,731

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2011

Earnings Per Share [Abstract]

Reconciliations between basic and diluted earnings per share

	Three Months Ended June 30,
	2011			2010
Basic Earnings Per Share(1)
Numerator:
Net income	$	203,149		$	125,317
Preferred stock dividends		(269	)		(5,391	)
Net income available to common shareholders, basic	$	202,880		$	119,926
Denominator:
Weighted average shares outstanding, basic		117,373			101,989
Diluted Earnings Per Share(1)
Numerator:
Net income available to common shareholders, basic	$	202,880		$	119,926
Preferred stock dividends		269			5,391
Adjusted net income available to common shareholders, diluted	$	203,149		$	125,317
Denominator:
Weighted average shares outstanding, basic		117,373			101,989
Restricted stock and stock options		492			567
Convertible perpetual preferred stock		794			15,893
Weighted average shares outstanding, diluted		118,659			118,449
Earnings per common share, basic	$	1.73		$	1.18
Earnings per common share, diluted	$	1.71		$	1.06

⁽¹⁾  All share and per share amounts have been retroactively restated for the three months ended June 30, 2010 to reflect the Company’s February 2011 two-for-one stock split described in Note 8 to these consolidated financial statements.

	Six Months Ended June 30,
	2011			2010
Basic Earnings Per Share
Numerator:
Net income	$	222,563		$	211,928
Preferred stock dividends		(539	)		(10,781	)
Net income available to common shareholders, basic	$	222,024		$	201,147
Denominator:
Weighted average shares outstanding, basic		117,308			101,906
Diluted Earnings Per Share
Numerator:
Net income available to common shareholders, basic	$	222,024		$	201,147
Preferred stock dividends		539			10,781
Adjusted net income available to common shareholders, diluted	$	222,563		$	211,928
Denominator:
Weighted average shares outstanding, basic		117,308			101,906
Restricted stock and stock options		605			670
Convertible perpetual preferred stock		794			15,893
Weighted average shares outstanding, diluted		118,707			118,469
Earnings per common share, basic	$	1.89		$	1.97
Earnings per common share, diluted	$	1.87		$	1.79

⁽¹⁾ All share and per share amounts have been retroactively restated for the six months ended June 30, 2010 to reflect the Company’s February 2011 two-for-one stock split described in Note 8 to these consolidated financial statements.

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Basis of Presentation (Details)	Jun. 30, 2011
Basis of Presentation (Textuals) [Abstract]
Percentage of ownership in subsidiary	15.80%

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Acquisitions (Details Textual) (USD $)	1 Months Ended	6 Months Ended
	Sep. 30, 2010 Well	Jun. 30, 2011	Jun. 30, 2011 Sustainable Water Resources, LLC [Member]	Mar. 18, 2011 Sustainable Water Resources, LLC [Member]	Mar. 18, 2011 North Dakota [Member] acre	Sep. 30, 2010 Colorado [Member] acre	Aug. 31, 2010 Montana [Member] acre
Acquisitions (Textuals) [Abstract]
Amount contributed in ownership				$ 25,000,000
Noncontrolling interest, ownership percentage by parent		15.80%		75.00%
Noncontrolling interest, ownership percentage by noncontrolling owners				25.00%
Total fair value				8,300,000
Cash contributions in fair value				2,500,000
Tangible and intangible assets contributed in fair value		5,833,000	5,833,000
Number of acquired operated Interest in of producing oil and gas wells, undeveloped acreage, and gathering lines	19
Additional Acquisitions (Textuals) [Abstract]
Gross acquisition area in acres						20,400	112,000
Net acquisition area in acres					6,000	16,100	90,200
Purchase price for acquisition					$ 40,000,000	$ 19,200,000	$ 26,000,000

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Long Term Debt (Details) (USD $) In Thousands, unless otherwise specified									6 Months Ended
	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2011 Credit agreement [Member]	Dec. 31, 2010 Credit agreement [Member]	Jun. 30, 2011 6.5% Senior Subordinated Notes due 2018 [Member]	Dec. 31, 2010 6.5% Senior Subordinated Notes due 2018 [Member]	Jun. 30, 2011 7% Senior Subordinated Notes due 2014 [Member]	Dec. 31, 2010 7% Senior Subordinated Notes due 2014 [Member]	Jun. 30, 2011 Less than 0.25 to 1.0 [Member]	Jun. 30, 2011 Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 [Member]	Jun. 30, 2011 Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0 [Member]	Jun. 30, 2011 Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0 [Member]	Jun. 30, 2011 Greater than or equal to 0.90 to 1.0 [Member]
Long Term Debt
Total debt	$ 1,060,000	$ 800,000	$ 460,000	$ 200,000	$ 350,000	$ 350,000	$ 250,000	$ 250,000
Summary of margin rates
Ratio of Outstanding Borrowings to Borrowing Base									Less than 0.25 to 1.0	Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0	Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0	Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0	Greater than or equal to 0.90 to 1.0
Applicable Margin for Base Rate Loans									0.50%	7.50%	1.00%	12.50%	1.50%
Applicable Margin for Eurodollar Loans									1.50%	1.75%	2.00%	2.25%	2.50%
Commitment Fee									0.375%	0.375%	0.50%	0.50%	0.50%

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Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2011	Dec. 31, 2010
Equity:
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
6.25% convertible perpetual preferred stock, shares issued	172,400	172,500
6.25% convertible perpetual preferred stock, shares outstanding	172,400	172,500
6.25% convertible perpetual preferred stock, aggregate liquidation preference	$ 17,240,000	$ 17,250,000
Convertible perpetual preferred stock	6.25%	6.25%
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	175,000,000
Common stock, shares issued	118,113,052	117,967,876
Common stock, shares outstanding	117,380,843	117,098,506

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Long Term Debt (Details Textual) (USD $)	6 Months Ended	12 Months Ended		1 Months Ended		1 Months Ended		6 Months Ended
	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2011 Credit agreement [Member]	Sep. 30, 2010 6.5% Senior Subordinated Notes due 2018 [Member]	Jun. 30, 2011 6.5% Senior Subordinated Notes due 2018 [Member]	Oct. 31, 2005 7% Senior Subordinated Notes due 2014 [Member]	Jun. 30, 2011 7% Senior Subordinated Notes due 2014 [Member]	Jun. 30, 2011 Convertible perpetual preferred stock [Member]	Jun. 30, 2011 Whiting Oil and Gas and Whiting Programs, Inc [Member]
Debt Instrument [Line Items]
Interest rate on debt instrument					6.50%		7.00%
Borrowing outstanding			$ 460,000,000
Letters of credit outstanding			1,400,000
Amount Of Revolving Credit Agreement Available For Additional Letters Of Credit Under The Agreement			48,600,000
Interest rate on convertible perpetual preferred stock	6.25%	6.25%						6.25%
Senior Subordinated Notes issued at par				350,000,000		250,000,000
Estimated fair value of Senior Subordinated Notes					355,300,000		265,600,000
Percentage of ownership in subsidiary	15.80%								100.00%
Long Term Debt (Textuals) [Abstract]
Borrowing base of credit facility	1,100,000,000
Line of Credit Facility, Remaining Borrowing Capacity	$ 638,600,000
Extension of date for credit agreement	October 2015 to April 2016
Revolving credit facility amount used to issue letter of credit	not to exceed $50.0 million
Interest accrued at the Company's option	(i) A base rate for a base rate loan plus the margin in the table below, where the base rate is defined as the greatest of the prime rate, the federal funds rate plus 0.50% or an adjusted LIBOR rate plus 1.00%, or (ii) an adjusted LIBOR rate for a Eurodollar loan plus the margin
Weighted average interest rate on the outstanding principal balance borrowed under the credit agreement	2.00%
Condition for credit agreement	(i) to not exceed a total debt to the last four quarters’ EBITDAX ratio (as defined in the credit agreement) of 4.25 to 1.0 for quarters ending prior to and on December 31, 2012 and 4.0 to 1.0 for quarters ending March 31, 2013 and thereafter and (ii) to have a consolidated current assets to consolidated current liabilities ratio (as defined in the credit agreement and which includes an add back of the available borrowing capacity under the credit agreement) of not less than 1.0 to 1.0.

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Aseet Retirement Onligations (Details) (USD $) In Millions	6 Months Ended
	Jun. 30, 2011	Dec. 31, 2010
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Beginning asset retirement obligation at January 1, 2011	$ 83,083
Additional liability incurred	1,027
Revisions in estimated cash flows	722
Accretion expense	3,942
Liabilities settled	(2,369)
Ending asset retirement obligation at June 30, 2011	86,405
Asset Retirement Obligation (Textuals) [Abstract]
Asset retirement obligations, current portion	$ 6.0	$ 6.1

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Derivative Financial Instruments (Details) (Whiting Petroleum Corporation [Member], USD $)	Jun. 30, 2011 bbl
Jul - Dec 2011 [Member] | Crude Oil [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	5,426,201
Derivative, Floor Price	$ 61.00
Derivative, Cap Price	98.31
Jul - Dec 2011 [Member] | Natural gas [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	211,230
Derivative, Floor Price	6.49
Derivative, Cap Price	13.94
Jan - Dec 2012 [Member] | Crude Oil [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	7,905,091
Derivative, Floor Price	59.97
Derivative, Cap Price	106.27
Jan - Dec 2012 [Member] | Natural gas [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	384,002
Derivative, Floor Price	6.50
Derivative, Cap Price	14.27
Jan - Nov 2013 | Crude Oil [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	3,090,000
Derivative, Floor Price	47.64
Derivative, Cap Price	$ 89.90
Jan - Nov 2013 | Natural gas [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	0
Crude Oil [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	16,421,292
Natural gas [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	595,232

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Derivative Financial Instruments (Details 1) (Whiting USA Trust I [Member], USD $)	Jun. 30, 2011 bbl
Jul - Dec 2011 [Member] | Crude Oil [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	56,201
Derivative, Floor Price	$ 74.00
Derivative, Cap Price	140.44
Jul - Dec 2011 [Member] | Natural gas [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	211,230
Derivative, Floor Price	6.49
Derivative, Cap Price	13.94
Jan - Dec 2012 [Member] | Crude Oil [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	105,091
Derivative, Floor Price	74.00
Derivative, Cap Price	141.72
Jan - Dec 2012 [Member] | Natural gas [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	384,002
Derivative, Floor Price	6.50
Derivative, Cap Price	$ 14.27
Crude Oil [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	161,292
Natural gas [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	595,232

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Derivative Financial Instruments (Details 2) (Third-party Public Holders of Trust Units [Member], USD $)	Jun. 30, 2011 bbl
Jul - Dec 2011 [Member] | Crude Oil [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	176,035
Derivative, Floor Price	$ 74.00
Derivative, Cap Price	140.44
Jul - Dec 2011 [Member] | Natural gas [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	661,620
Derivative, Floor Price	6.49
Derivative, Cap Price	13.94
Jan - Dec 2012 [Member] | Crude Oil [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	329,171
Derivative, Floor Price	74.00
Derivative, Cap Price	141.72
Jan - Dec 2012 [Member] | Natural gas [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	1,202,785
Derivative, Floor Price	6.50
Derivative, Cap Price	$ 14.27
Crude Oil [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	505,206
Natural gas [Member]
Derivative [Line Items]
Number of Price Risk Derivatives Held	1,864,405

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Derivative Financial Instruments (Details 3) (Not Designated as ASC 815 Hedges [Member], USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Derivative assets:
Total derivative assets	$ 7,232	$ 8,192
Derivative liabilities:
Total derivative liabilities	160,555	164,631
Commodity contracts [Member] | Prepaid Expenses And Other [Member]
Derivative assets:
Total derivative assets	3,680	4,231
Commodity contracts [Member] | Other Long Term Assets [Member]
Derivative assets:
Total derivative assets	1,653	3,961
Commodity contracts [Member] | Current Derivative Liabilities [Member]
Derivative liabilities:
Total derivative liabilities	61,186	69,375
Commodity contracts [Member] | Non Current Derivative Liabilities [Member]
Derivative liabilities:
Total derivative liabilities	97,945	95,256
Embedded commodity contracts [Member] | Other Long Term Assets [Member]
Derivative assets:
Total derivative assets	1,899	0
Embedded commodity contracts [Member] | Current Derivative Liabilities [Member]
Derivative liabilities:
Total derivative liabilities	634	0
Embedded commodity contracts [Member] | Non Current Derivative Liabilities [Member]
Derivative liabilities:
Total derivative liabilities	$ 790	$ 0

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Derivative Financial Instruments (Details 4) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Commodity contracts [Member] | Gain on hedging activities [Member] | ASC 815 Cash Flow Hedging Relationship [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Accumulated Other Comprehensive Income as of June 30, 2011 from Derivative Contracts	$ 2,391	$ 8,525	$ 5,454	$ 15,259
Commodity contracts [Member] | Commodity derivative gain loss net [Member] | Not Designated as ASC 815 Hedges [Member]
Derivative Instruments, Gain (Loss) [Line Items]
(Gain) Loss Recognized in Income	(110,063)	(63,496)	21,294	(78,418)
Embedded commodity contracts [Member] | Commodity derivative gain loss net [Member] | Not Designated as ASC 815 Hedges [Member]
Derivative Instruments, Gain (Loss) [Line Items]
(Gain) Loss Recognized in Income	(3,555)		(474)
Not Designated as ASC 815 Hedges [Member]
Derivative Instruments, Gain (Loss) [Line Items]
(Gain) Loss Recognized in Income	$ (113,618)	$ (63,496)	$ 20,820	$ (78,418)

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Derivative Financial Instruments (Details Textuals) (USD $)	6 Months Ended
	Jun. 30, 2011 Contract	Dec. 31, 2010
Derivative Financial Instruments [Abstract]
Sale of Trust units to the public	11,677,500
Retention of net proceeds from the underlying properties	10.00%
Ownership Trust Units	2,186,389
Share of third-party public holders of trust units	75.80%
Share of company in trust units	24.20%
Accumulated other comprehensive income loss cumulative changes in net gain loss from cash flow hedges	$ 3,700,000
Accumulated other comprehensive income	2,325,000	5,768,000
Cash flow hedge reclassified into earnings from accumulated other comprehensive income during the next 12 months	3,300,000
Number of Contracts with drilling rig companies	8
Termination date range for drilling rig contracts	From July 2011 to July 2014
Increase decrease in price of crude oil, price adjustment formula	10
The aggregate estimated fair value of the embedded derivative in drilling rig contracts (Liability)	1,400,000
The estimated fair value of the embedded derivative in this CO2 purchase contract (Asset)	$ 1,900,000

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Fair Value Measurments (Details) (Recurring Basis [Member], USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Financial Assets
Total financial assets	$ 7,232	$ 8,192
Financial Liabilities
Total financial liabilities	160,555	164,631
Fair Value, Inputs, Level 1 [Member]
Financial Assets
Total financial assets	0	0
Financial Liabilities
Total financial liabilities	0	0
Fair Value, Inputs, Level 1 [Member] | Commodity contracts [Member]
Financial Assets
Financial assets - current	0	0
Financial assets - non-current	0	0
Financial Liabilities
Financial liabilities - current	0	0
Financial liabilities - non-current	0	0
Fair Value, Inputs, Level 1 [Member] | Embedded commodity contracts [Member]
Financial Assets
Financial assets - non-current	0
Financial Liabilities
Financial liabilities - current	0
Financial liabilities - non-current	0
Fair Value, Inputs, Level 2 [Member]
Financial Assets
Total financial assets	7,232	8,192
Financial Liabilities
Total financial liabilities	160,555	164,631
Fair Value, Inputs, Level 2 [Member] | Commodity contracts [Member]
Financial Assets
Financial assets - current	3,680	4,231
Financial assets - non-current	1,653	3,961
Financial Liabilities
Financial liabilities - current	61,186	69,375
Financial liabilities - non-current	97,945	95,256
Fair Value, Inputs, Level 2 [Member] | Embedded commodity contracts [Member]
Financial Assets
Financial assets - non-current	1,899
Financial Liabilities
Financial liabilities - current	634
Financial liabilities - non-current	790
Fair Value, Inputs, Level 3 [Member]
Financial Assets
Total financial assets	0	0
Financial Liabilities
Total financial liabilities	0	0
Fair Value, Inputs, Level 3 [Member] | Commodity contracts [Member]
Financial Assets
Financial assets - current	0	0
Financial assets - non-current	0	0
Financial Liabilities
Financial liabilities - current	0	0
Financial liabilities - non-current	0	0
Fair Value, Inputs, Level 3 [Member] | Embedded commodity contracts [Member]
Financial Assets
Financial assets - non-current	0
Financial Liabilities
Financial liabilities - current	0
Financial liabilities - non-current	0
Commodity contracts [Member]
Financial Assets
Financial assets - current	3,680	4,231
Financial assets - non-current	1,653	3,961
Financial Liabilities
Financial liabilities - current	61,186	69,375
Financial liabilities - non-current	97,945	95,256
Embedded commodity contracts [Member]
Financial Assets
Financial assets - non-current	1,899
Financial Liabilities
Financial liabilities - current	634
Financial liabilities - non-current	$ 790

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Fair Value Measurments (Details 1) (Fair Value, Measurements, Nonrecurring [Member], USD $) In Thousands	6 Months Ended
	Jun. 30, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Noncontrolling Interest	$ 8,333
Asset retirement obligations	1,041
Total non-recurring assets at fair value	9,374
Pre-tax Gain (Loss) on noncontrolling interest	0
Pre-tax Gain (Loss) on asset retirement obligations	0
Pre-tax Gain (Loss) on fair value assets	0
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Noncontrolling Interest	0
Asset retirement obligations	0
Total non-recurring assets at fair value	0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Noncontrolling Interest	0
Asset retirement obligations	0
Total non-recurring assets at fair value	0
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Noncontrolling Interest	8,333
Asset retirement obligations	1,027
Total non-recurring assets at fair value	$ 9,360

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Consolidated Statements of Income (Unaudited) (USD $) In Thousands, except Per Share data	3 Months Ended				6 Months Ended
	Jun. 30, 2011		Jun. 30, 2010		Jun. 30, 2011		Jun. 30, 2010
REVENUES AND OTHER INCOME:
Oil and natural gas sales	$ 473,865		$ 363,028		$ 899,548		$ 703,722
Gain on hedging activities	2,391		8,525		5,454		15,259
Amortization of deferred gain on sale	3,570		4,022		6,937		7,759
Gain on sale of properties	1,227		1,918		1,227		1,918
Interest income and other	153		134		261		240
Total revenues and other income	481,206		377,627		913,427		728,898
COSTS AND EXPENSES:
Lease operating	73,785		67,730		145,307		128,585
Production taxes	34,258		26,050		65,902		51,148
Depreciation, depletion and amortization	110,250		94,583		217,978		192,132
Exploration and impairment	20,171		14,509		42,408		27,415
General and administrative	20,913		15,402		39,326		29,036
Interest expense	15,279		15,632		29,737		31,324
Change in Production Participation Plan liability	2,650		4,747		2,207		5,692
Commodity derivative (gain) loss, net	(113,618)		(63,496)		20,820		(78,418)
Total costs and expenses	163,688		175,157		563,685		386,914
INCOME BEFORE INCOME TAXES	317,518		202,470		349,742		341,984
INCOME TAX EXPENSE:
Current	1,565		5,308		3,615		6,638
Deferred	112,804		71,845		123,564		123,418
Total income tax expense	114,369		77,153		127,179		130,056
NET INCOME	203,149		125,317		222,563		211,928
Preferred stock dividends	(269)		(5,391)		(539)		(10,781)
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$ 202,880		$ 119,926		$ 222,024		$ 201,147
EARNINGS PER COMMON SHARE:
Basic	$ 1.73	[1]	$ 1.18	[1]	$ 1.89	[1]	$ 1.97	[1]
Diluted	$ 1.71	[1]	$ 1.06	[1]	$ 1.87	[1]	$ 1.79	[1]
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic	117,373	[1]	101,989	[1]	117,308	[1]	101,906	[1]
Diluted	118,659	[1]	118,449	[1]	118,707	[1]	118,469	[1]

[1] All share and per share amounts have been retroactively restated for the 2010 periods to reflect the Company's two-for-one stock split in February 2011, as described in Note 8 to these consolidated financial statements.

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Fair Value Measurments (Details Textuals) (Fair Value, Measurements, Nonrecurring [Member], USD $) In Thousands	Jun. 30, 2011
Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Noncontrolling Interest	$ 8,333

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Deferred Compensation (Details) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011
Changes in Estimated Long-Term Liability
Beginning long-term Production Participation Plan liability	$ 81,524
Change in Liability for accretion, vesting, change in estimates and new Plan year activity	21,481
Cash payments accrued as compensation expense and reflected as a current payable	(19,274)
Ending long-term Production Participation Plan liability	$ 83,731

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Deferred Compensation (Details Textuals) (USD $)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Additional Deferred Compensation (Textuals) [Abstract]
Percentage of plan interests to employees at year end	100.00%
Percentage of employees vesting ratably per year	$ 20.00%
Plan Period	P5Y
Fully vested age of employees	62 years
Average historical prices of crude oil	79.97
Average Historical Prices of Natural Gas	4.92
Fully Vested Lump sum Cash Payment To Employees In Case Of Termination Of Plan Or Change Of Control	173,800,000
Amount attributable to proved undeveloped oil and gas properties	19,900,000
Short-term portion of Plan Liability which has been accrued as Current Payable	19,300,000
General and administrative expense [Member]
Deferred Compensation (Textuals) [Abstract]
Accrued compensation expense allocation	17,100,000	14,100,000
Exploration expense [Member]
Deferred Compensation (Textuals) [Abstract]
Accrued compensation expense allocation	$ 2,200,000	$ 1,900,000
Minimum [Member]
Deferred Compensation (Textuals) [Abstract]
Overriding royalty interest in interest allocation prior to 1995	2.00%
Portion of Oil and Gas Sales Less Lease Operating Expenses and Production Taxes Allocated to Interest since 1995	2.00%
Maximum [Member]
Deferred Compensation (Textuals) [Abstract]
Overriding royalty interest in interest allocation prior to 1995	3.00%
Portion of Oil and Gas Sales Less Lease Operating Expenses and Production Taxes Allocated to Interest since 1995	5.00%

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Shareholders Equity (Details) (USD $)	6 Months Ended	12 Months Ended			1 Months Ended	6 Months Ended	13 Months Ended			6 Months Ended		6 Months Ended
	Jun. 30, 2011	Dec. 31, 2010	May 31, 2011	Aug. 31, 2010	Sep. 30, 2010 Convertible perpetual preferred stock [Member]	Jun. 30, 2011 Convertible perpetual preferred stock [Member]	Aug. 31, 2011 Convertible perpetual preferred stock [Member]	Aug. 31, 2010 Convertible perpetual preferred stock [Member]	Jun. 30, 2009 Convertible perpetual preferred stock [Member]	Jun. 30, 2011 Convertible perpetual preferred stock [Member] Pre-adjustment [Member]	May 31, 2011 Pre-adjustment [Member]	Jun. 30, 2011 Additional Paid-in Capital
Additional Shareholders' Equity (Textuals) [Abstract]
Number of common stock after approval to increase authorized shares	300,000,000	175,000,000	300,000,000								175,000,000
Interest rate on convertible perpetual preferred stock	6.25%	6.25%				6.25%
Common stock dividend, conversion price						$ 21.70815				$ 43.4163
6.25% convertible perpetual preferred stock, shares issued	172,400	172,500							3,450,000
6.25% convertible perpetual preferred stock, shares issue Price per share									$ 100.00
Dividend on preferrred stock per share Per annum						$ 6.25
Liquidation preference per share of preferred of stock						$ 100.00
All Preferred stock to be converted into shares of common stock at option of Company at any time On or after June15,2013						The Company may cause all outstanding shares of this preferred stock to be converted into shares of common stock if the closing price of our common stock equals or exceeds 120% of the then-prevailing conversion price for at least 20 trading days in a period of 30 consecutive trading days.
Preferred stock have no voting rights						The holders of preferred stock have no voting rights unless dividends payable on the preferred stock are in arrears for six or more quarterly periods.
Convertible Preferred Stock, Conversion Offer, Shares							3,277,500
Convertible Preferred Stock, Conversion Offer, Percentage of Shares Offered				95.00%
Common stock to be issued on conversion of each preferred stock								4.6066
Cash premium on conversion of each preferred stock								$ 14.50
Preferred stock accepted in the exchange cancelled					3,277,500
Number of Common Stock Issued on Conversion					15,098,020
Cash premium paid on Conversion of preferred Stock					$ 47,500,000
Preferred stock remained outstanding	172,400	172,500				172,500
Two-for-one stock split												$ 59,000
Shareholders Equity (Textuals) [Abstract]
Stock split approved	Two-for-one split of common stock to be effected in the form of a stock dividend to which stockholders of record on February 7, 2011 received one additional share of common stock for each share of common stock held.
Adjustments to additional paid in capital stock split per share	$ 0.001	$ 0.001

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Income Taxes (Details)	6 Months Ended
	Jun. 30, 2011
IncomeTaxes (Textuals) [Abstract]
Effective Income Tax rate	35.00%

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Earnings Per Share (Details) (USD $) In Thousands, except Per Share data	3 Months Ended				6 Months Ended
	Jun. 30, 2011		Jun. 30, 2010		Jun. 30, 2011		Jun. 30, 2010
Numerator:
Adjusted net income (loss) available to common shareholders, diluted	$ 203,149		$ 125,317		$ 222,563		$ 211,928
Preferred stock dividends	(269)		(5,391)		(539)		(10,781)
Net income (loss) available to common shareholders, basic	202,880		119,926		222,024		201,147
Denominator:
Weighted average shares outstanding, basic	117,373	[1]	101,989	[1]	117,308	[1]	101,906	[1]
Numerator:
Net income (loss) available to common shareholders, basic	202,880		119,926		222,024		201,147
Preferred stock dividends	269		5,391		539		10,781
Adjusted net income (loss) available to common shareholders, diluted	$ 203,149		$ 125,317		$ 222,563		$ 211,928
Denominator:
Weighted average shares outstanding, basic	117,373	[1]	101,989	[1]	117,308	[1]	101,906	[1]
Restricted stock and stock options	492		567		605		670
Convertible perpetual preferred stock	794		15,893		794		15,893
Weighted average shares outstanding, diluted	118,659	[1]	118,449	[1]	118,707	[1]	118,469	[1]
Earnings (loss) per common share, basic	$ 1.73	[1]	$ 1.18	[1]	$ 1.89	[1]	$ 1.97	[1]
Earnings (loss) per common share, diluted	$ 1.71	[1]	$ 1.06	[1]	$ 1.87	[1]	$ 1.79	[1]

[1] All share and per share amounts have been retroactively restated for the 2010 periods to reflect the Company's two-for-one stock split in February 2011, as described in Note 8 to these consolidated financial statements.

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Subsequent Event (Details) (Richland County, Montana [Member], USD $) In Millions, unless otherwise specified	Jul. 28, 2011 acre Well
Richland County, Montana [Member]
Subsequent Event (Textuals) [Abstract]
Net acquisition area in acres	23,400
Acquired number of oil and gas wells	1
Purchase price for acquisition	$ 46.9

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 222,563	$ 211,928
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	217,978	192,132
Deferred income tax expense	123,564	123,418
Amortization of debt issuance costs and debt discount	4,241	5,724
Stock-based compensation	6,627	4,390
Amortization of deferred gain on sale	(6,937)	(7,759)
Gain on sale of properties	(1,227)	(1,918)
Undeveloped leasehold and oil and gas property impairments	15,442	7,700
Exploratory dry hole costs	4,297	2,597
Change in Production Participation Plan liability	2,207	5,692
Unrealized (gain) loss on derivative contracts	(8,570)	(105,236)
Other non-current	(4,955)	(2,287)
Changes in current assets and liabilities:
Accounts receivable trade	(12,224)	(17,027)
Prepaid expenses and other	(5,862)	(2,333)
Accounts payable trade and accrued liabilities	11,860	3,561
Revenues and royalties payable	18,311	18,266
Taxes payable	903	1,285
Net cash provided by operating activities	588,218	440,133
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquisition capital expenditures	(163,341)	(33,963)
Drilling and development capital expenditures	(660,006)	(264,015)
Proceeds from sale of oil and gas properties	1,734	7,842
Issuance of note receivable	(25,000)
Net cash used in investing activities	(846,613)	(290,136)
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions from noncontrolling interest	2,500
Preferred stock dividends paid	(539)	(10,781)
Long-term borrowings under credit agreement	910,000	240,000
Repayments of long-term borrowings under credit agreement	(650,000)	(370,000)
Debt issuance costs	(2,381)
Restricted stock used for tax withholdings	(9,048)	(5,655)
Net cash provided by (used in) financing activities	250,532	(146,436)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(7,863)	3,561
CASH AND CASH EQUIVALENTS:
Beginning of period	18,952	11,960
End of period	11,089	15,521
NONCASH INVESTING ACTIVITIES:
Accrued capital expenditures	96,005	56,158
NONCASH FINANCING ACTIVITIES:
Contributions from noncontrolling interests	$ 5,833

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Consolidated Statements of Equity and Comprehensive Income (Unaudited) (USD $) In Thousands, except Share data		Total	Preferred Stock	Common Stock		Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Total Whiting Shareholders' Equity	Noncontrolling Interest	Comprehensive Income (Loss)
Beginning balance at Dec. 31, 2009		$ 2,270,085	$ 3	$ 51	[1]	$ 1,546,635	$ 20,413	$ 702,983	$ 2,270,085
Beginning balance, shares at Dec. 31, 2009			3,450,000	102,728,000	[1]
Net income		211,928						211,928	211,928		211,928
OCI amortization on de-designated hedges, net of taxes of $5,626 & $2,011		(9,633)					(9,633)		(9,633)		(9,633)
Total comprehensive income											202,295
Restricted stock issued, Shares	[1]			323,000
Restricted stock forfeited, Shares	[1]			(12,000)
Restricted stock used for tax withholdings		(5,655)				(5,655)			(5,655)
Restricted stock used for tax withholdings, Shares	[1]			(155,000)
Stock-based compensation		4,390				4,390			4,390
Preferred stock dividends paid		(10,781)						(10,781)	(10,781)
Ending balance at Jun. 30, 2010		2,460,334	3	51	[1]	1,545,370	10,780	904,130	2,460,334
Ending balance, shares at Jun. 30, 2010			3,450,000	102,884,000	[1]
Beginning balance at Dec. 31, 2010		2,531,315	0	59	[1]	1,549,822	5,768	975,666	2,531,315
Beginning balance, shares at Dec. 31, 2010			173,000	117,968,000	[1]
Net income		222,563						222,563	222,563		222,563
OCI amortization on de-designated hedges, net of taxes of $5,626 & $2,011		(3,443)					(3,443)		(3,443)		(3,443)
Total comprehensive income											219,120
Conversion of preferred stock to common, Shares			(1,000)	1,000	[1]
Two-for-one stock split				59	[1]	(59)
Contributions from noncontrolling interest		8,333								8,333
Restricted stock issued, Shares	[1]			304,000
Restricted stock forfeited, Shares	[1]			(12,000)
Restricted stock used for tax withholdings		(9,048)				(9,048)			(9,048)
Restricted stock used for tax withholdings, Shares	[1]			(148,000)
Stock-based compensation		6,627				6,627			6,627
Preferred stock dividends paid		(539)						(539)	(539)
Ending balance at Jun. 30, 2011		$ 2,755,808	$ 0	$ 118	[1]	$ 1,547,342	$ 2,325	$ 1,197,060	$ 2,747,475	$ 8,333
Ending balance, shares at Jun. 30, 2011			172,000	118,113,000	[1]

[1] All common share amounts (except par values) have been retroactively restated for all periods presented to reflect the Company's two-for-one stock split in February 2011, as described in Note 8 to these consolidated financial statements.

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Consolidated Statements of Equity and Comprehensive Income (Parenthetical) (Unaudited) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
OCI amortization on de-designated hedges, taxes	$ 2,011	$ 5,626
Accumulated Other Comprehensive Income (Loss)
OCI amortization on de-designated hedges, taxes	2,011	5,626
Total Whiting Shareholders' Equity
OCI amortization on de-designated hedges, taxes	2,011	5,626
Comprehensive Income (Loss)
OCI amortization on de-designated hedges, taxes	$ 2,011	$ 5,626

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Basis of Presentation

6 Months Ended

Jun. 30, 2011

Basis of Presentation [Abstract]

BASIS OF PRESENTATION

1. BASIS OF PRESENTATION

Description of Operations—Whiting Petroleum Corporation, a Delaware corporation, is an independent oil and gas company that acquires, exploits, develops and explores for crude oil, natural gas and natural gas liquids primarily in the Permian Basin, Rocky Mountains, Mid-Continent, Gulf Coast and Michigan regions of the United States. Unless otherwise specified or the context otherwise requires, all references in these notes to “Whiting” or the “Company” are to Whiting Petroleum Corporation and its consolidated subsidiaries.

Consolidated Financial Statements—The unaudited consolidated financial statements include the accounts of Whiting Petroleum Corporation, its consolidated subsidiaries and Whiting’s pro rata share of the accounts of Whiting USA Trust I pursuant to Whiting’s 15.8% ownership interest. Investments in entities which give Whiting significant influence, but not control, over the investee are accounted for using the equity method. Under the equity method, investments are stated at cost plus the Company’s equity in undistributed earnings and losses. All intercompany balances and transactions have been eliminated upon consolidation. These financial statements have been prepared in accordance with GAAP for interim financial reporting. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly, in all material respects, the Company’s interim results. However, operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. Whiting’s 2010 Annual Report on Form 10-K includes certain definitions and a summary of significant accounting policies and should be read in conjunction with this Form 10-Q. Except as disclosed herein, there have been no material changes to the information disclosed in the notes to the consolidated financial statements included in Whiting’s 2010 Annual Report on Form 10-K.

Earnings Per Share—Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during each period. Diluted earnings per common share is calculated by dividing adjusted net income available to common shareholders by the weighted average number of diluted common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities for the diluted earnings per share calculations consist of unvested restricted stock awards and outstanding stock options using the treasury method, as well as convertible perpetual preferred stock using the if-converted method. In the computation of diluted earnings per share, excess tax benefits that would be created upon the assumed vesting of unvested restricted shares or the assumed exercise of stock options (i.e. hypothetical excess tax benefits) are included in the assumed proceeds component of the treasury share method to the extent that such excess tax benefits are more likely than not to be realized. When a loss from continuing operations exists, all potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted earnings per share.

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Acquisitions

6 Months Ended

Jun. 30, 2011

Acquisitions [Abstract]

ACQUISITIONS

2. ACQUISITIONS

2011 Acquisitions

On March 18, 2011, Whiting and an unrelated third party formed Sustainable Water Resources, LLC (“SWR”) to develop a water project in the state of Colorado. The Company contributed $25.0 million for a 75% interest in SWR, and the 25% noncontrolling interest in SWR was ascribed a fair value of $8.3 million, which consisted of $2.5 million in cash contributions, as well as $5.8 million in intangible and fixed assets contributed to the joint venture. There were no significant results of operations attributable to the noncontrolling interest since its inception through the period ended June 30, 2011.

On February 15, 2011, the Company completed the acquisition of 6,000 net undeveloped acres and additional working interests in the Pronghorn field in Billings and Stark Counties, North Dakota, for an aggregate purchase price of $40.0 million and an effective date of February 1, 2011.

2010 Acquisitions

In September 2010, Whiting acquired operated interests in 19 producing oil and gas wells, undeveloped acreage, and gathering lines, all of which are located on approximately 20,400 gross (16,100 net) acres in Weld County, Colorado. The aggregate purchase price was $19.2 million; substantially all of which was allocated to the properties and acreage acquired. Disclosures of pro forma revenues and net income for this acquisition are not material and have not been presented accordingly.

In August 2010, Whiting acquired oil and gas leasehold interests covering approximately 112,000 gross (90,200 net) acres in the Montana portion of the Williston Basin for $26.0 million. The undeveloped acreage is located in Roosevelt and Sheridan counties.