AMENDED AND RESTATED TRUST AGREEMENT

Exhibit 3.1

AMENDED AND RESTATED

TRUST AGREEMENT

OF

WHITING USA TRUST I

Among

WHITING OIL AND GAS CORPORATION

and

EQUITY OIL COMPANY

and

and

WILMINGTON TRUST COMPANY

Dated: As of April 30, 2008

TABLE OF CONTENTS

ARTICLE I DEFINITIONS			1
ARTICLE II NAME AND PURPOSE OF THE TRUST; DECLARATION OF TRUST			6
Section 2.01 Name; Certificate of Trust			6
Section 2.02 Purpose			6
Section 2.03 Transfer of Trust Property to the Trust			7
Section 2.04 Creation of the Trust			7
Section 2.05 Principal Offices and Delaware Trustee			8
ARTICLE III ADMINISTRATION OF THE TRUST AND POWERS OF THE TRUSTEE AND THE DELAWARE TRUSTEE			8
Section 3.01 General Authority			8
Section 3.02 Limited Power of Disposition			9
Section 3.03 No Power to Engage in Business or Make Investments			11
Section 3.04 Interest on Cash Reserves			11
Section 3.05 Power to Settle Claims			12
Section 3.06 Power to Contract for Services			12
Section 3.07 Payment of Liabilities of Trust			12
Section 3.08 Income and Principal			13
Section 3.09 Term of Contracts			13
Section 3.10 Transactions With Entity Serving as the Trustee or the Delaware Trustee			13
Section 3.11 No Security Required			13
Section 3.12 Filing of Securities Act Registration Statement, Exchange Act Registration Statement and Other Reports, Listing of Trust Units, etc.; Certain Fees and Expenses			13
Section 3.13 Reserve Report			15
Section 3.14 No Liability for Recordation			15
ARTICLE IV TRUST UNITS AND UNCERTIFICATED BENEFICIAL INTEREST			15
Section 4.01 Creation and Distribution			15
Section 4.02 Rights of Trust Unitholders; Limitation on Personal Liability of Trust Unitholders			15
Section 4.03 Effect of Transfer			16
Section 4.04 Determination of Ownership			16
ARTICLE V ACCOUNTING AND DISTRIBUTIONS; REPORTS			17
Section 5.01 Fiscal Year and Accounting Method			17
Section 5.02 Quarterly Distributions			17
Section 5.03 Reports to Trust Unitholders and Others			17
Section 5.04 Federal Income Tax Provisions			18

ARTICLE VI LIABILITY OF DELAWARE TRUSTEE AND TRUSTEE AND METHOD OF SUCCESSION			18
Section 6.01 Liability of Delaware Trustee, Trustee and Agents			18
Section 6.02 Indemnification of Trustee or Delaware Trustee			19
Section 6.03 Resignation of Delaware Trustee and Trustee			21
Section 6.04 Removal of Delaware Trustee and Trustee			21
Section 6.05 Appointment of Successor Delaware Trustee or Trustee			21
Section 6.06 Laws of Other Jurisdictions			22
Section 6.07 Reliance on Experts			23
Section 6.08 Force Majeure			23
Section 6.09 Failure of Action by Trustors			24
Section 6.10 Action Upon Instructions			24
Section 6.11 Management of Trust Estate			24
Section 6.12 Validity			24
Section 6.13 Rights and Powers; Litigation			24
Section 6.14 No Duty to Act Under Certain Circumstances			25
ARTICLE VII COMPENSATION OF THE TRUSTEE AND THE DELAWARE TRUSTEE			25
Section 7.01 Compensation of Trustee and Delaware Trustee			25
Section 7.02 Reimbursement of Trustors			25
Section 7.03 Source of Funds			25
Section 7.04 Ownership of Units by Trustors, the Delaware Trustee and the Trustee			26
ARTICLE VIII MEETINGS OF TRUST UNITHOLDERS			26
Section 8.01 Purpose of Meetings			26
Section 8.02 Call and Notice of Meetings			26
Section 8.03 Method of Voting and Vote Required			26
Section 8.04 Conduct of Meetings			27
ARTICLE IX DURATION, REVOCATION AND TERMINATION OF TRUST			27
Section 9.01 Revocation			27
Section 9.02 Termination			27
Section 9.03 Disposition and Distribution of Assets and Properties			28
Section 9.04 Reorganization or Business Combination			28
ARTICLE X AMENDMENTS			29
Section 10.01 Prohibited Amendments			29
Section 10.02 Permitted Amendments			29
ARTICLE XI ARBITRATION			30
ARTICLE XII MISCELLANEOUS			33
Section 12.01 Inspection of Books			33
Section 12.02 Disability of a Trust Unitholder			33
Section 12.03 Merger or Consolidation of Delaware Trustee or Trustee			33

Section 12.04 Change in Trust Name			33
Section 12.05 Filing of this Agreement			33
Section 12.06 Choice of Law			34
Section 12.07 Separability			34
Section 12.08 Notices			34
Section 12.09 Counterparts			36

AMENDED AND RESTATED

TRUST AGREEMENT

OF

WHITING USA TRUST I

          This Amended and Restated Trust Agreement of WHITING USA TRUST I, a Delaware statutory trust created pursuant to the Organizational Trust Agreement (hereinafter defined) and continued and administered under the terms of this Agreement (hereinafter defined) (the “ Trust ”), is entered into effective as of the 30th day of April, 2008, by and among WHITING OIL AND GAS CORPORATION, a Delaware corporation with its principal office in Denver, Colorado, and EQUITY OIL COMPANY, a Colorado corporation with its principal office in Denver, Colorado (collectively referred to herein as the “ Trustors ”), as trustors, and WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of the State of Delaware with its principal office in Wilmington, Delaware and its successors and assigns (“ Wilmington Trust ”), as Delaware Trustee (as hereinafter defined), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national association organized under the laws of the State of New York with its principal place of business in New York, New York (the “ Bank ”), as Trustee (as hereinafter defined).

          WHEREAS, As part of an integrated plan for the formation of the Trust, Trustors have determined to convey to the Trust the Net Profits Interest (hereinafter defined) and Pre-Effective Time Payment (as herein defined) pursuant to the Conveyance (hereinafter defined) in exchange for 13,863,889 Trust Units (hereinafter defined); and

          WHEREAS, Trustors, Wilmington Trust and the Bank have previously formed the Trust pursuant to the Organizational Trust Agreement in accordance with the provisions of the Trust Act (hereinafter defined) and, in connection therewith, Trustors have previously delivered to the Bank, on behalf of the Trust, good and valuable consideration, which the Bank has accepted, to have and to hold, in trust, such property and all other properties that may hereafter be received hereunder, for the purposes and subject to the terms and conditions hereinafter provided.

          NOW, THEREFORE, Trustors, Wilmington Trust and the Bank hereby amend and restate the Organizational Trust Agreement in its entirety.

ARTICLE I
DEFINITIONS

          As used herein, the following terms have the meanings indicated:

          “ AAA ” has the meaning assigned to that term in Article XI .

          “ Administrative Services Agreement ” means the Administrative Services Agreement dated April 30, 2008 entered into between Whiting Oil and Gas Corporation and the Trust.

          “ Affiliate ” means, for any specified Person, another Person that controls, is controlled by, or is under common control with, the specified Person. “Control,” in the preceding sentence, refers to the possession by one Person, directly or indirectly, of the right or power to direct or cause the direction of the management and policies of another Person, whether through the ownership of voting securities, by contract, or otherwise.

          “ Agent ” has the meaning assigned to that term in Section 3.06 .

          “ Agreement ” means this Amended and Restated Trust Agreement of Whiting USA Trust I, as it may be further amended, supplemented or restated from time to time.

          “ Beneficial Interest ” means the aggregate beneficial ownership interest of all Trust Unitholders in the Trust Estate, including without limitation the proceeds from the conversion of the Net Profits Interest and Pre-Effective Time Payment to cash, and in the right to cash resulting from such conversion of the Net Profits Interest and Pre-Effective Time Payment, which beneficial ownership interest is expressed in Trust Units. A Trust Unitholder’s beneficial ownership interest in the Trust is personal property notwithstanding the nature of the property of the Trust.

          “ Business Day ” means any day that is not a Saturday, Sunday or any other day on which national banking institutions in New York, New York, Denver, Colorado or Wilmington, Delaware are closed as authorized or required by law.

          “ Claimant ” has the meaning assigned to that term in Article XI(c) .

          “ Closing ” means the closing of the initial public offering of Trust Units contemplated by the Securities Act Registration Statement.

          “ Commission ” means the Securities and Exchange Commission.

          “ Conveyance ” means the Conveyance of Net Profits Interest, dated as of April 30, 2008, from Trustors, as grantors, to the Trust, as grantee, pursuant to which the Net Profits Interest and Pre-Effective Time Payment is conveyed.

          “ Delaware Trustee ” means the Entity serving as a trustee (other than as the Trustee) hereunder having its principal place of business in Delaware, not in its individual capacity but solely in its fiduciary capacity. Further, any benefit, indemnity, release or protection granted to the Delaware Trustee herein shall extend to and shall be fully applicable and effective with regard to any Entity serving as the Delaware Trustee, including, without limitation, Wilmington Trust.

          “ Entity ” means a corporation, partnership, trust, estate or other entity, organization or association.

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

          “ Exchange Act Registration Statement ” means the registration statement on Form 8-A pursuant to which the Trust Units may be registered under Section 12 of the Exchange Act.

          “ Expenses ” has the meaning assigned to that term in Section 6.02(a) .

          “ Fair Value ” means, with respect to any portion of the Net Profits Interest to be released pursuant to Section 3.02(b) in connection with a sale of Underlying Properties, an amount of net proceeds which could reasonably be expected to be obtained from the sale of such portion of the Net Profits Interest to a party which is not an Affiliate of either Trustors or the Trust on an arms’-length negotiated basis, taking into account relevant market conditions and factors existing at the time of any such proposed sale or release, such net proceeds to be determined by deducting the Trust’s proportionate share of sales costs, commissions and brokerage fees, if any (based on the relative fair market value of the Underlying Properties being transferred without giving effect to either the portion of the Net Profits Interest being released or the fair market value of the portion of the Net Profits Interest being released).

          “ Indemnified Party ” has the meaning assigned to that term in Section 6.02(c) .

          “ Indemnifying Party ” has the meaning assigned to that term in Section 6.02(c) .

          “ Independent Reserve Engineers ” means Cawley, Gillespie & Associates, Inc., independent petroleum engineers, or any successor petroleum engineering consultants employed by the Trust to provide information and reports with respect to the Net Profits Interest and Pre-Effective Time Payment.

          “ Liquidation Date ” means the “Termination Date” as such term is defined in the Conveyance.

          “ NASDAQ ” has the meaning assigned to that term in Section 3.12(a)(iii) .

          “ Net Profits Interest ” means the net profits interest to be conveyed to the Trust pursuant to the Conveyance.

          “ NYSE ” has the meaning assigned to that term in Section 3.12(a)(iii) .

          “ Organizational Trust Agreement ” means the Trust Agreement of Whiting USA Trust I, entered into and effective as of October 18, 2007 by and among Trustors, the Bank and Wilmington Trust.

          “ Person ” means a natural person or an Entity.

          “ Pre-Effective Time Payment ” means the “Pre-Effective Time Payment” as such term is defined in the Conveyance.

          “ Prior Reversionary Interest ” has the meaning assigned to that term in the Conveyance.

          “ Quarterly Cash Distribution ” means, for each Quarterly Period, an amount determined by the Trustee pursuant to Section 5.02 to be equal to the excess, if any, of (a) the cash received by the Trust, attributable to the Net Profits Interest prior to such Quarterly Cash Distribution, plus (b) any decrease prior to such Quarterly Cash Distribution in any cash reserve theretofore established by the Trustee for the payment of liabilities of the Trust, plus any other cash receipts of the Trust prior to such Quarterly Cash Distribution (including Sales Proceeds Amounts and any cash received from interest earned pursuant to Section 3.04 ), minus (c) the liabilities of the Trust paid prior to such Quarterly Cash Distribution, plus the amount of any cash used prior to such Quarterly Cash Distribution by the Trustee to establish or increase a cash reserve established for the payment of any liabilities of the Trust; provided, that for the initial Quarterly Period, the amounts referred to in (a) above shall instead be the cash received by the Trust attributable to the Pre-Effective Time Payment prior to such quarterly Cash Distribution; provided further, that for the second Quarterly Period, the amounts referred to in (a) above shall instead be the cash received by the Trust attributable to the Pre-Effective Time Payment from April 1, 2008 through, but excluding, the effective date of the Conveyance and the cash received by the Trust attributable to the Net Profits Interests from the effective date of the Conveyance through and including June 30, 2008.

          “ Quarterly Payment Date ” means the date of a distribution, which shall be on or before the tenth day (or, if such day is on a Business Day, the next Business Day) following the Quarterly Record Date for such distribution; provided that the first Quarterly Payment Date shall be May 30, 2008.

          “ Quarterly Period ” means, for the initial period, the period which commences on January 1, 2008 and continues through and includes March 31, 2008 and for succeeding periods the periods which commence on the first day of each calendar quarter and continues through and includes the last day of such calendar quarter, provided that the last Quarterly Period shall mean any portion of the calendar quarter during which the Liquidation Date occurs from the beginning of such calendar quarter until and including the Liquidation Date.

          “ Quarterly Record Date ” means, for each Quarterly Period, the close of business on the fiftieth day following the end of such Quarterly Period or such other date established by the Trustee in order to comply with applicable law or the rules of any securities exchange or quotation system on which the Trust Units may be listed or admitted to trading, in which event “Quarterly Record Date” means such other date. The first Quarterly Record Date shall be May 20, 2008.

          “ Record Date Trust Unitholders ” has the meaning assigned to that term in Section 8.02 .

          “ Registration Rights Agreement ” means the Registration Rights Agreement dated April 30, 2008 entered into between Whiting Petroleum Corporation and the Trustee, on behalf of the Trust.

          “ Respondent ” has the meaning assigned to that term in Article XI(c) .

          “ Responsible Officer ” means (a) with respect to the Delaware Trustee, any officer in the Corporate Trust Administration office of the Delaware Trustee having direct responsibility for the administration of this Agreement, and with respect to a particular corporate trust matter, any officer of the Delaware Trustee to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject, and (b) with respect to the Trustee, any officer in the Institutional Trust Services department of the Trustee having direct responsibility for the administration of this Agreement.

          “ Rules ” has the meaning assigned to that term in Article XI .

          “ Sales Proceeds Amount ” means any cash paid to the Trust in consideration for any of the Net Profits Interest pursuant to Section 3.02 .

          “ Sarbanes-Oxley Act ” means the Sarbanes-Oxley Act of 2002, as amended.

          “ Securities Act ” means the Securities Act of 1933, as amended.

          “ Securities Act Registration Statement ” means the Registration Statement on Form S-l/Form S-3 (Registration No. 333-147543) as it has been or as it may be amended or supplemented from time to time, filed by the Trust and Whiting Petroleum Corporation with the Commission under the Securities Act to register the offering and sale of up to 12,477,500 Trust Units by Whiting Petroleum Corporation.

          “ Special Provisions ” has the meaning assigned to that term in Article XI .

          “ Subject Well ” has the meaning assigned to that term in the Conveyance.

          “ Transaction Documents ” means this Agreement, the Conveyance, the Registration Rights Agreement and the Administrative Services Agreement.

          “ Transferee ” means, as to any Trust Unitholder or former Trust Unitholder, any Person succeeding to the interest of such Trust Unitholder or former Trust Unitholder in one or more Trust Units, whether as purchaser, donee, legatee or otherwise.

          “ Trust Act ” means the Delaware Statutory Trust Act, Title 12, Chapter 38 of the Delaware Code, Sections 3801 et seq., as amended from time to time during the term of this Agreement.

          “ Trust Estate ” means the assets held by the Trust under this Agreement, including both income and principal.

          “ Trust Unit ” means an uncertificated, undivided pro rata fractional interest in the Beneficial Interest, determined as hereinafter provided.

          “ Trust Unitholder ” means the owner of one or more Trust Units as reflected on the books of the Trustee pursuant to Section 4.01 .

          “ Trustee ” means the Entity serving as a trustee (other than the Delaware Trustee) under this Agreement, in its fiduciary capacity. Further, any benefit, indemnity, release or protection granted to the Trustee herein shall extend to and shall be fully applicable and effective with regard to any Entity serving as Trustee, including, without limitation, the Bank. The term “principal office” of the Trustee shall mean the principal office of the Trustee at which at any particular time its institutional or corporate trust business may be administered.

          “ Trustee Conveyance ” means a conveyance executed by the Trustee pursuant to Section 3.02 covering that portion of the Net Profits Interest to be conveyed pursuant to said Section and in such form as the Trustee is advised by counsel is sufficient to transfer the right, title and interest of the Trust therein and to provide for payment to the Trustee of all the net proceeds attributable thereto through the effective date of such Trustee Conveyance.

          “ Underlying Properties ” means the Subject Interests subject to the Net Profits Interest and Pre-Effective Time Payment, as “Subject Interests” is defined in the Conveyance.

ARTICLE II
NAME AND PURPOSE OF THE TRUST; DECLARATION OF TRUST

      Section 2.01 Name; Certificate of Trust . The Trust continued by this Agreement shall remain a Delaware statutory trust under the Trust Act. The Trust shall continue to be known as Whiting USA Trust I, and the Trustee may transact the Trust’s affairs in that name. The continuation and operation of the Trust shall be in accordance with this Agreement, which shall constitute the “governing instrument” of the Trust within the meaning of Section 3801(f) of the Trust Act. In the event that a Responsible Officer of either the Delaware Trustee or the Trustee becomes aware that any statement contained or matter described in the Trust’s Certificate of Trust has changed, making it false in any material respect, it will notify the other trustee and the Delaware Trustee shall promptly file or cause to be filed in the office of the Secretary of State of Delaware an amendment of same at the written direction of the Trustee, duly executed in accordance with Section 3811 of the Trust Act, in order to effect such change thereto, such filing to be in accordance with Section 3810(b) of the Trust Act. Upon the completion of the dissolution and winding up of the Trust in accordance with Section 3808 of the Trust Act and Sections 9.02 and 9.03 , the Delaware Trustee shall, at the written direction of the Trustee, file or cause to be filed a certificate of cancellation of the Trust’s Certificate of Trust, duly executed in accordance with Section 3811 of the Trust Act.

      Section 2.02 Purpose . The purposes of the Trust are:

     (a) to protect and conserve, for the benefit of the Trust Unitholders, the Trust Estate;

     (b) to receive and hold the Net Profits Interest and Pre-Effective Time Payment, the Administrative Services Agreement and the other assets of the Trust Estate;

     (c) to convert the Net Profits Interest and Pre-Effective Time Payment into cash either by (1) retaining the Net Profits Interest and Pre-Effective Time Payment and collecting the proceeds of production payable with respect to the Net Profits Interest and Pre-Effective Time Payment until production has ceased or the Net Profits Interest has been sold or transferred or the

Net Profits Interest has otherwise terminated or (2) selling or otherwise disposing of all or any portion of the Net Profits Interest in accordance with the terms of this Agreement;

     (d) to pay, or provide for the payment of, any liabilities incurred in carrying out the purposes of the Trust, and thereafter to distribute the remaining amounts of cash received by the Trust to the Trust Unitholders on a pro rata basis determined by the number of Trust Units held by each Trust Unitholder in accordance with Section 5.02 ;

     (e) to incur indebtedness in order to pay the liabilities of the Trust as they become due, if necessary; provided however, that such indebtedness shall not be granted any security interests in or otherwise encumber the Trust Estate;

     (f) to enter into, execute, deliver and perform its obligations under the Transaction Documents to which it is a party;

     (g) to cause to be prepared and file (i) reports required to be filed under the Exchange Act, (ii) any reports required by the rules of any securities exchange or quotation system on which the Trust Units are listed or admitted to trading, and (iii) any reports or forms required to be filed pursuant to tax laws and other applicable laws and regulations, and to establish, evaluate and maintain a system of internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act; and

     (h) to engage in such other activities as are necessary or convenient for the attainment of any of the foregoing or are incident thereto and which may be engaged in or carried on by a statutory trust under the Trust Act.

      Section 2.03 Transfer of Trust Property to the Trust . Upon the formation of the Trust, Trustors paid good and valuable consideration to the Trust, in trust, for the uses and purposes provided in the Organizational Trust Agreement and in this Agreement. At (and subject to the occurrence of) the Closing, Trustors shall grant, bargain, sell, convey and assign to the Trust for the uses and purposes provided herein the Net Profits Interest and Pre-Effective Time Payment pursuant to the Conveyance in consideration for 13,863,889 Trust Units to be issued by the Trust to Trustors, which Trust Units shall collectively represent the entire Beneficial Interest in accordance with Section 4.01 . The issuance of the 13,863,889 Trust Units is hereby duly authorized and, upon issuance at the Closing, such Trust Units shall be duly and validly issued and outstanding and, upon receipt by the Trust at the Closing of the consideration described in the preceding sentence, the Trust Units will be fully paid and non-assessable without the requirement of any further consideration.

      Section 2.04 Creation of the Trust . The Trustee declares that it shall hold the Trust Estate in trust for the benefit of the Trust Unitholders, upon the terms and conditions set forth in this Agreement. As set forth above and amplified herein, the Trust is intended to be a passive entity limited to the receipt of revenues attributable to the Net Profits Interest and Pre-Effective Time Payment and the distribution of such revenues, after payment of or provision for Trust expenses and liabilities, to the Trust Unitholders. It is not the intention of the parties hereto to create, and nothing in this Agreement shall be construed as creating, for any purpose, a partnership, joint venture, joint stock company or similar business association, between or

among Trust Unitholders, present or future, or between or among Trust Unitholders, or any of them, the Delaware Trustee, the Trustee and/or Trustors. Neither the Trustee nor the Delaware Trustee, in its individual capacity, makes any representation as to the validity or sufficiency of this Trust Agreement.

      Section 2.05 Principal Offices and Delaware Trustee . Unless and until changed by the Trustee, the address of the principal office of the Trustee is 919 Congress Avenue, Suite 500, Austin, Texas 78701, Attention: Institutional Trust Services. Unless and until changed by the Delaware Trustee, the principal place of business of the Delaware Trustee is Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration. The Trust may maintain offices at such other place or places within or without the State of Delaware as the Trustee deems advisable.

ARTICLE III
ADMINISTRATION OF THE TRUST AND POWERS OF THE TRUSTEE
AND THE DELAWARE TRUSTEE

      Section 3.01 General Authority .

     (a) The Trustee accepts the trust hereby continued and agrees to perform its duties hereunder with respect to the same, but only upon the express terms of this Agreement. Subject to the limitations set forth in this Agreement, the Trustee, acting alone, without the approval or consent of, or notice to, the Delaware Trustee or any Trust Unitholder, is authorized to take such action as in its judgment is necessary, desirable or advisable to best achieve the purposes of the Trust, including the authority to enter into, deliver and perform on behalf of the Trust the Registration Rights Agreement and the Administrative Services Agreement (which the Trustee is hereby directed to do), to re-convey on behalf of the Trust the Net Profits Interest to Trustors and to agree on behalf of the Trust to modifications of the terms of the Conveyance to correct errors or ambiguities or to settle disputes with respect thereto, in each case so long as such modifications or settlements do not alter the nature of the Net Profits Interest and Pre-Effective Time Payment as the right to receive a share of the net proceeds from production from the Underlying Properties in accordance with the Conveyance and comply with Section 10.02 . The Trustee shall not (i) dispose of any part of the Trust Estate except as provided in Sections 3.02 and 9.03 or (ii) except as provided in Section 10.02 , agree to amend or waive any provision of, give any consent or release with respect to, or terminate the Conveyance without the approval of holders of a majority of the outstanding Trust Units as provided in Article VIII .

     (b) The Delaware Trustee accepts the Trust hereby continued and agrees to perform its duties hereunder with respect to the same, but only upon the express terms of this Agreement. The Delaware Trustee is authorized to take only such actions, and shall be required to perform only such duties and obligations, with respect to the Trust as are specifically set forth in this Agreement, and no implied duties, obligations or powers shall be read into this Agreement in respect to the Delaware Trustee. The Delaware Trustee shall not otherwise manage or take part in the business or affairs of the Trust in any manner.

     (c) Notwithstanding any other provision of this Agreement, unless specifically authorized in writing by the Trustee and consented to by the Delaware Trustee, the Delaware

Trustee shall not participate in any decisions or possess any authority with respect to the administration of the Trust, the investment of the Trust’s property or the payment of dividends or other distributions of income or principal to the Trust Unitholders. The Delaware Trustee shall have the power and authority to execute, deliver, acknowledge and file all necessary documents and to maintain all necessary records of the Trust as required by the Trust Act. The Delaware Trustee shall provide prompt written notice to the Trustee of its performance of any of the foregoing acts. The Trustee shall reasonably keep the Delaware Trustee informed of any material action taken by the Trustee with respect to the Trust.

      Section 3.02 Limited Power of Disposition .

     (a) In the event that Trustors notify the Trustee that they desire the Trustee to sell or dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, and the Trustee determines it to be in the best interest of the Trust Unitholders, the Trustee may sell, at any time and from time to time, all or any part of any of the Trust Estate for cash in such a manner as it deems in the best interest of the Trust Unitholders if approved by Trust Unitholders holding a majority of the outstanding Trust Units present or represented at a meeting held in accordance with the requirements of Article VIII . This Section 3.02(a) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate pursuant to Sections 3.02(b) or 9.03 .

     (b) Except as provided in Sections 3.02(a) and (c) , the Trustee shall not sell or otherwise dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, except that the Trustee is directed to sell and convey all or any portion of the Net Profits Interest as provided in this Section 3.02(b) and in Section 9.03 and no Trust Unitholder approval shall be required for any sale or conveyance in accordance with any of such provisions. Any sale or conveyance by the Trustee of any part of the Trust Estate other than pursuant to this Section 3.02(b) , 3.02(c) or 9.03 shall be subject to Section 3.02(a) .

     (i) Trustors and their Affiliates may at any time and from time to time sell, but only in accordance with the provisions set forth below and in accordance with the terms of the Conveyance, a divided or undivided portion of their interests in the Underlying Properties, free from and unburdened by the Net Profits Interest without the consent of the Trustee or the Trust Unitholders. Upon receipt of written notice of such a sale given by Trustors or their Affiliates, the Trustee shall execute and deliver at the closing of such sale a Trustee Conveyance and such other instruments, agreements and documents as Trustors or their Affiliates may reasonably request, to evidence or effect the transfer of such portion of Trustors’ or their Affiliates’ interests in the Underlying Properties, free from and unburdened by the Net Profits Interest, provided that:

     (A) no sale of a portion of Trustors’ or their Affiliates’ interests in the Underlying Properties free from and unburdened by the Net Profits Interest that would otherwise burden such portion of Trustors’ or their Affiliates’ interests shall be permitted under this paragraph (i) if (1) the sale is to a Person who is an Affiliate of Trustors, (2) the sale relates to an interest in the Underlying Properties

that accounted for in excess of 0.25% of the total production from all Underlying Properties during the most recently completed 12 calendar months, or (3) the Fair Value received by the Trust pursuant to clause (B) of this paragraph (i) with respect to the portion of the Net Profits Interest to be reconveyed by the Trustee, plus the Fair Value received by the Trust pursuant to clause (B) of this paragraph (i) with respect to all other portions of the Net Profits Interest previously released by the Trustee pursuant to this paragraph (i) during the most recently completed 12 calendar months, would exceed $500,000;

     (B) in connection with any sale pursuant to this paragraph (i), the Trust shall receive credit pursuant to the Conveyance in an amount equal to the Fair Value to the Trust for the portion of the Net Profits Interest to be reconveyed by the Trustee in connection with the sale of the Underlying Properties; and

     (C) the Trustee shall have received a certificate from Trustors executed by or on behalf of the manager thereof certifying to the Trustee and the Trust that the credit pursuant to the Conveyance to be received by the Trust pursuant to clause (B) above represents the Fair Value to the Trust for the portion of the Net Profits Interest to be reconveyed by the Trustee in connection therewith.

Any other sale of all or any portion of the Underlying Properties will not relieve Trustors of their obligations with respect to the Net Profits Interest.

     (ii) In the event that a portion of the Net Profits Interest is to be reconveyed pursuant to Section 3.02(b)(i) , upon receipt of (A) an accurate description of said portion of the Net Profits Interest and (B) sufficient information to evidence conclusively that the conditions to purchase referred to in the applicable section of the Conveyance have been satisfied, then within a reasonable time thereafter, and upon advice of such experts as may be retained by the Trustee with the written consent of Trustors, which consent shall not be unreasonably withheld or delayed, the Trustee shall execute and deliver a Trustee Conveyance covering said portion of the Net Profits Interest to Trustors or their assignee.

     (iii) Anything herein to the contrary notwithstanding, the Trustee shall not agree to any distribution of the Net Profits Interest or any other asset of the Trust that would cause the interest of a Trust Unitholder to be treated (except for tax purposes) as other than an intangible personal property interest. Unless required to sell pursuant to this Section 3.02 or pursuant to Section 9.03 , or to distribute the Quarterly Cash Distribution pursuant to Section 5.02 , the Trustee is authorized to retain any part of the Trust Estate in the form in which such property was transferred to the Trustee, without regard to any requirement to diversify investments or other requirements.

     (c) Anything herein to the contrary notwithstanding, in the event that any Person notifies either Trustor that, pursuant to a Prior Reversionary Interest, the Trustor is required to convey any of the Underlying Properties to such Person or cease production from any Subject Well, the Trustor may provide such conveyance with respect to such Underlying Property or permanently cease production from any such Subject Well. In connection with any conveyance or permanent cessation of production pursuant to this Section 3.02(c) , Trustee shall, on request,

immediately prior to such event, execute, acknowledge, and deliver to the Trustor a recordable instrument (reasonably acceptable to the Trustor) that reconveys the Net Profits Interest with respect to any such Underlying Property or Subject Interests to Grantor.

     (i) Anything herein to the contrary notwithstanding, in the event that the Trustor receives compensation pursuant to any Prior Reversionary Interest Trustee shall not be entitled to any share of such compensation.

     (ii) From and after the actual date of any conveyance or permanent cessation of production provided for in this Section 3.02(c) , the Trustors and any assignee, purchaser, transferee or grantee of such Subject Interest shall be relieved of all obligations, requirements, and responsibilities arising under the Net Profits Interest or the Conveyance with respect to the Underlying Property transferred (and no credits or debits shall be made pursuant to the Conveyance for the portion of the Net Profits Interest to be transferred), except for those that accrued prior to such date.

      Section 3.03 No Power to Engage in Business or Make Investments . Neither the Trustee nor the Delaware Trustee shall cause or permit the Trust to acquire any asset other than the Net Profits Interest and Pre-Effective Time Payment and proceeds therefrom, the rights of the Trust to enforce the terms and provisions of the Administrative Services Agreement and the Registration Rights Agreement, and other amounts paid to the Trust as set forth herein, or engage in any business or investment activity of any kind whatsoever, except for the activities permitted herein. Neither the Trustee nor the Delaware Trustee shall have any responsibility or authority relating to the operations of the Underlying Properties or the marketing of any production therefrom.

      Section 3.04 Interest on Cash Reserves . Cash being held by the Trustee as a reserve for, or in anticipation of, the distribution of a Quarterly Cash Distribution or for the payment of any liabilities, other than current routine administrative costs, shall be placed by the Trustee with one or more banks or financial institutions (which, to the extent to which authorized pursuant to the Trust Act and other applicable laws, may be, or may include, any bank serving as the Trustee or the Delaware Trustee) and invested in (i) accounts payable on demand without penalty, (ii) interest bearing obligations issued by (or unconditionally guaranteed by) the United States of America or any agency or instrumentality thereof (provided such agency or instrumentality obligations are guaranteed by the full faith and credit of the United States of America), (iii) repurchase agreements secured by obligations qualifying under (ii) above or (iv) certificates of deposit of any bank or banks having combined capital, surplus and undivided profits in excess of $100,000,000 which, in the case of (ii), (iii) and (iv) above, mature prior to the date on which such Quarterly Cash Distribution is to be distributed or any such liability is to be paid. Any government obligation, repurchase agreement or certificate of deposit held by the Trustee shall be held until maturity. The interest rate on reserves placed with any bank or financial institution serving as the Trustee or the Delaware Trustee shall be the interest rate that such bank pays in the normal course of business on amounts placed with it, taking into account the amount involved, the period held and other relevant factors. Subject to Section 6.01 , the Trustee shall not be liable for its selection of permitted investments or for any investment losses resulting from such investments. Notwithstanding anything herein to the contrary, the Delaware Trustee shall not be obligated to accept any such cash or other assets for investment or otherwise. To the extent that

the Delaware Trustee decides in its sole absolute discretion to accept cash for investment pursuant to this Section 3.04 , the Delaware Trustee shall invest such cash pursuant to the written instructions of the Trustee, and the Delaware Trustee shall not be liable to the Trust for any losses resulting from such investments absent its own fraud or acts or omissions in bad faith or which constitute gross negligence.

      Section 3.05 Power to Settle Claims . The Trustee is authorized to prosecute or defend, and to settle by arbitration or otherwise, any claim of or against the Trustee, the Trust or the Trust Estate, to waive or release rights of any kind and to pay or satisfy any debt, tax or claim upon any evidence by it deemed sufficient, without the joinder or consent of any Trust Unitholder, including enforcing the rights of the Trust under the Administrative Services Agreement and the Conveyance. The Trust Unitholders shall have no power to prosecute any claim of the Trust or the Trust Estate against any Person other than to prosecute a claim to compel performance by the Trustee on behalf of the Trust or the Trust Estate.

      Section 3.06 Power to Contract for Services . In the administration of the Trust, the Trustee is empowered to employ oil and natural gas consultants (which may include the Independent Reserve Engineers), accountants (with the consent of Trustors, which consent shall not be unreasonably withheld or delayed), attorneys (who may, but need not be, counsel to Trustors or any of their Affiliates) and other professional and expert Persons, to employ or contract for clerical and other administrative assistance (including assistance from Trustors or any of their Affiliates), to delegate to agents, employees, officers, directors, custodians or nominees (individually, an “ Agent ” and collectively, “ Agents ”) any matter, whether ministerial or discretionary, and to act through such Agents and to make payments of all fees for services or expenses in any manner thus incurred out of the Trust Estate.

      Section 3.07 Payment of Liabilities of Trust . Except as otherwise provided herein, the Trustee may and shall use all money received by it for the payment or reimbursement of all liabilities of the Trust, including, but without limiting the generality of the foregoing, all expenses, taxes, liabilities incurred of all kinds, compensation to it for its services hereunder, as provided for in Article VII , and compensation to such parties as may be employed as provided for in Section 3.06 . With respect to any liability that is contingent or uncertain in amount or that otherwise is not currently due and payable, the Trustee may, but is not obligated to, establish a cash reserve for the payment of such liability. Except to the extent permitted under applicable law, the Trustee shall not pay any liability of the Trust with funds set aside pursuant to Section 5.02 for the payment of a Quarterly Cash Distribution. If at any time the cash on hand and to be received by the Trustee and available to pay liabilities is not, or will not be, in the judgment of the Trustee, sufficient to pay liabilities of the Trust as they become due, the Trustee is authorized to cause the Trust to borrow the funds required to pay such liabilities. In such event, no further distributions will be made to Trust Unitholders (except in respect of previously determined Quarterly Cash Distribution) until the indebtedness created by such borrowings has been paid in full. Such funds may be borrowed from any Person, including, without limitation, the Bank while serving as Trustee or any other Entity serving as a fiduciary hereunder, on an unsecured basis; provided that neither the Bank nor any other Entity shall be required to make any such loan. The Trustee is not authorized or permitted to mortgage, pledge, grant security interests in or otherwise encumber the Trust Estate, or any portion thereof, including the Net Profits Interest and Pre-Effective Time Payment. Under no circumstances shall the Trustee or

the Delaware Trustee be personally liable for any indebtedness of the Trust. If such funds are loaned to the Trust by the Trustee or any other such Entity while the Trustee or such other Entity is serving as a fiduciary hereunder, the terms of such indebtedness and security interest shall be similar to the terms which the Trustee or such other Entity would grant to a similarly situated commercial customer with whom it did not have, directly or indirectly, a fiduciary relationship, and the Trustee or such other Entity shall be entitled to enforce its rights with respect to any such indebtedness and security interest as if it were not, directly or indirectly, and had never been, directly or indirectly, the Trustee or a fiduciary hereunder. No provision of this Trust Agreement shall require either the Delaware Trustee, the Trustee or any other Entity serving as a fiduciary hereunder, to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

      Section 3.08 Income and Principal . The Trustee shall not be required to keep separate accounts or records for income and principal. However, if the Trustee does keep such separate accounts or records, then the Trustee is authorized to treat all or any part of the receipts from the Net Profits Interest and Pre-Effective Time Payment as income or principal, without having to maintain any reserve therefor, and in general to determine all questions as between income and principal and to credit or charge to income or principal or to apportion between them any receipt or gain and any charge, disbursement or loss as is deemed advisable under the circumstances of each case.

      Section 3.09 Term of Contracts . In exercising the rights and powers granted hereunder, the Trustee is authorized to make the term of any transaction or contract or other instrument extend beyond the term of the Trust.

      Section 3.10 Transactions With Entity Serving as the Trustee or the Delaware Trustee . To the extent such conduct is not prohibited by applicable law and except as otherwise provided herein, both the Trustee and the Delaware Trustee are each authorized in exercising its powers under this Agreement to make contracts and have dealings with itself or its Affiliates, directly and indirectly, in any other fiduciary or individual capacity.

      Section 3.11 No Security Required . No Entity serving as a trustee hereunder shall be required to furnish any bond or security of any kind.

      Section 3.12 Filing of Securities Act Registration Statement, Exchange Act Registration Statement and Other Reports, Listing of Trust Units, etc.; Certain Fees and Expenses .

     (a) In connection with the initial public offering of Trust Units, the Trustee shall, on behalf of the Trust, use commercially reasonable efforts without the incurrence of unreasonable expense to cause:

     (i) the Securities Act Registration Statement to be prepared, signed, filed with the Commission, and declared effective by the Commission;

     (ii) the Exchange Act Registration Statement to be prepared, signed, filed with the Commission, and declared effective by the Commission; and

     (iii) the Trust Units to be listed for trading on the New York Stock Exchange, Inc. (the “ NYSE ”), the NASDAQ Stock Market LLC (the “ NASDAQ ”) or another national securities exchange, as Trustors shall select.

     (b) After the registration of the Trust Units pursuant to the Exchange Act and/or the listing of the Trust Units for trading on the NYSE, NASDAQ or another national securities exchange, the Trustee, on behalf of the Trust and acting upon the advice of counsel, shall cause the Trust to comply with all of the rules, orders and regulations of the Commission, such exchange or the National Association of Securities Dealers, Inc. related to such registration or listing, as the case may be, and take all such other reasonable actions necessary for the Trust Units to remain so registered or listed until the Trust is terminated. In addition, the Trustee is authorized to make, and the Trustee shall take, all reasonable actions to prepare and, to the extent required by this Agreement or by law, mail to Trust Unitholders any reports, press releases or statements, financial or otherwise, that the Trustee determines are required to be provided to Trust Unitholders by applicable law or governmental regulation or the requirements of any securities exchange or quotation system on which the Trust Units are listed or admitted to trading. In addition, the Trustee, on behalf of the Trust and acting upon the advice of counsel, shall cause the Trust to comply with all of the provisions of the Sarbanes-Oxley Act and the rules and regulations of the Commission related thereto, including but not limited to, establishing, evaluating and maintaining a system of internal control over financial reporting in compliance with the requirements of Section 404 thereof and making all required certifications pursuant to the Sarbanes-Oxley Act and the rules and regulations adopted by the Commission related thereto.

     (c) The Trustee shall execute, by and on behalf of the Trust, any documents incidental or related to the objectives specified in paragraphs (a) and (b) of this Section 3.12 .

     (d) The Trust is hereby authorized and empowered to take all steps, make all filings and applications and pay all fees necessary, customary or appropriate to the accomplishment of the objectives set forth in paragraphs (a) and (b) of this Section 3.12 including, without limitation, the entering into the Administrative Services Agreement with Whiting Oil and Gas Corporation.

     (e) Except as otherwise provided in Article VI , the fees, charges, expenses, disbursements and other costs incurred by the Trustee or the Delaware Trustee in connection with the discharge of its duties pursuant to this Agreement, including, without limitation, trustee fees, engineering, audit, accounting and legal fees, printing and mailing costs, amounts reimbursed or paid to Trustors pursuant to Section 3.06 or Section 7.02 , and the fees and expenses of legal counsel for the Trustee, the Delaware Trustee, and the Trust (including legal fees and expenses incurred by the Trustee or the Delaware Trustee in connection with the formation of the Trust and issuance of Trust Units), shall be paid out of the Trust Estate as an administrative expense of the Trust, provided that the Trustee’s and the Delaware Trustee’s acceptance fees paid by Trustors upon execution hereof shall be reimbursed to Trustors. All other organizational expenses of the Trust will be paid by Trustors, and Trustors shall not be entitled to reimbursement thereof.

     (f) The Trustee is hereby authorized and empowered to take all steps, make all filings and applications and pay all fees necessary, customary or appropriate in order to perform the obligations of the Trust under the Registration Rights Agreement.

      Section 3.13 Reserve Report . The Trustee shall cause a reserve report to be prepared by or for the Trust by the Independent Reserve Engineers as of December 31 of each year in accordance with criteria established by the Commission showing estimated proved oil, natural gas and natural gas liquids reserves attributable to the Net Profits Interest as of December 31 of such ye