• a number of shares of the Company's common stock calculated by reference to an adjusted Conversion Price equal to the greater of (i) the average of the volume weighted average prices of the Company's common stock for ten days preceding the effective date of a fundamental change and (ii) $24.63.

The following table sets forth the stock price paid, or deemed paid, per share of the Company's common stock in a transaction that constitutes the fundamental change, the effective date and the make-whole premium (expressed as a number of additional shares of the Company's common stock ) to be paid upon a conversion in connection with a fundamental change:

                                                                                                                 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 will be adjusted as of any date on which the Conversion Price of the Convertible Preferred Stock is adjusted in the same proportion as the Conversion Price is so adjusted and in such event, the number of additional shares of the Company's common stock shall be adjusted in inverse proportion to the adjustment to the Conversion Price.

Except as required by Delaware law or for the authorization of any class of the Company's capital stock senior to the Convertible Preferred Stock, holders of the Convertible Preferred Stock will have no voting rights unless dividends are in arrears and unpaid for six or more quarterly periods. Until such arrearage is paid in full, the holders will be entitled to elect two directors and the number of directors on the Company's board of directors will increase by that same number.
No dividends may be declared and paid upon, or set apart for payment upon, the Company's common stock unless all accumulated and unpaid dividends have been or contemporaneously are declared and paid on the Convertible Preferred Stock for all dividend payment periods terminating on or prior to the date of such declaration or payment.
The foregoing description of the Certificate of Designations, which sets the terms of the Convertible Preferred Stock, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference. Item 8.01. Other Events.
On June 17, 2009, the Company entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company and the underwriters named therein (collectively, the "Underwriters"). Pursuant to the Underwriting Agreement, the Company agreed to sell and the Underwriters agreed to purchase for resale to the public (the "Public Offering"), subject to the terms and conditions expressed therein, 3,000,000 shares of Convertible Perpetual Preferred Stock at a price per share of $100.00 to the public, less an underwriting discount of $3.00 per share. The Underwriters also have an option to purchase up to 450,000 additional shares of Convertible Preferred Stock at the same price per share to cover any over-allotments. The Public Offering is expected to close on June 23, 2009. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
The Convertible Preferred Stock to be sold pursuant to the Underwriting Agreement was registered pursuant to an effective shelf Registration Statement on Form S-3 (Registration No. 333-159055) that the Company filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. In connection with the Company filing with the Securities and Exchange Commission a prospectus supplement, dated June 17, 2009, and prospectus, dated May 8, 2009, relating to the Public Offering described above, the Company is filing Exhibits 5.1 and 23.1 hereto and as part of

such Registration Statement an opinion and consent of Foley & Lardner LLP, legal counsel to the Company, issued to the Company as to the validity of the shares of Convertible Preferred Stock being offered in the Public Offering.
On June 17, 2009, the Company also issued a press release announcing the pricing of the Public Offering. The Company is filing a copy of such press release as Exhibit 99.1 hereto, which is incorporated by reference herein. Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:

    (1.1)    Underwriting Agreement, dated June 17, 2009, by and among Whiting
             Petroleum Corporation and Merrill Lynch, Pierce, Fenner & Smith
             Incorporated, as representative of the several underwriters named
             therein.

    (3.1)    Certificate of Designations of 6.25% Convertible Perpetual Preferred
             Stock of Whiting Petroleum Corporation.

    (5.1)    Opinion of Foley & Lardner LLP, dated June 17, 2009.

    (23.1)   Consent of Foley & Lardner LLP (contained in Exhibit 5.1 hereto).

    (99.1)   Press Release of Whiting Petroleum Corporation dated June 17, 2009.