AMENDMENT NO. 1 TO AMENDED AND RESTATED TRUST AGREEMENT OF SANDRIDGE MISSISSIPPIAN TRUST II

Exhibit 3.4

AMENDMENT NO. 1

TO

AMENDED AND RESTATED TRUST AGREEMENT

OF

XXXXXXXXX MISSISSIPPIAN TRUST II

WHEREAS, XxxxXxxxx Mississippian Trust II (the “Trust”) has determined that defects exist in Amended and Restated Trust Agreement of the Trust, dated as of April 23, 2012 (“Trust Agreement”), Section 6(c) of Annex A to the Trust Agreement, in that a party unrelated to the Trust and its U.S. federal income tax affairs is named as the “Tax Matters Partner” therein; and

WHEREAS, in accordance with Section 10.02(a) of the Trust Agreement, the Bank of New York Mellon Trust Company, N.A., as trustee (“the Trustee”), may amend the Trust Agreement to correct such defects without the approval of the unitholders of the Trust; and

WHEREAS, the Trustee wishes to correct such defects by executing this Amendment;

NOW, THEREFORE, the Trust Agreement shall be amended as follows:

1. Section 6(c) of Annex A is amended by removing “XxxxXxxxx Energy, Inc.” and replacing such phrase with “XxxxXxxxx Exploration and Production, LLC”.

* * *

The Bank of New York Mellon Trust Company, N.A., as Trustee
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Vice President

Dated: June 18, 2012