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

Cancellation of 2008 - 2010 Incentive Compensation Plan

On February 19, 2009, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Cheniere Energy, Inc. (the "Company") cancelled the 2008 - 2010 Incentive Compensation Plan which consisted of a cash pool and grants of phantom stock. All of the participants under the plan previously agreed to the forfeiture and cancellation of the phantom stock awards granted to them pursuant to the plan and, effective October 23, 2008, such awards were cancelled.

2009 Annual Cash Incentive Target Opportunities

Also on February 19, 2009, the Compensation Committee established target cash bonus opportunities for 2009 incentive awards for the executive officers of the Company and will establish the 2009 performance goals at a later time. The target cash bonus opportunity for Charif Souki, the Chairman, Chief Executive Officer and President of the Company and the only executive officer named in the Summary Compensation Table in the Company's definitive Proxy Statement filed in 2008 remaining employed with the Company whose target cash bonus was established, is 150% of base salary. The amount of payment will depend upon the extent to which the performance goals are met or exceeded.

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