Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2012, W&T Offshore, Inc. (the "Company") filed a Current Report on Form 8-K announcing that, on June 19, 2012, the Company appointed Thomas P. Murphy to the position of Senior Vice President and Chief Operations Officer of the Company.

On June 26, 2012, in connection with Mr. Murphy's appointment, the Company awarded Mr. Murphy 36,903 performance-based restricted stock units ("RSUs") under the W&T Offshore, Inc. Amended and Restated Incentive Compensation Plan (the "Plan"). Each RSU represents a contingent right to receive one share of the Company's stock or its cash equivalent, as determined at the time of settlement by the Company. The vesting of the RSUs is subject to a service and performance condition, in whole or in part, through October 31, 2014 and a service condition thereafter until December 15, 2014, in accordance with the terms and conditions of the Plan. The number of RSUs eligible for vesting is subject to adjustment to reflect the achievement of performance goals by Mr. Murphy during the applicable performance period.

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