CQP 2012 3rd Qtr Ex 10.8

1. Grant of Phantom Units. Subject to and in accordance with the terms and conditions of this document, Cheniere Energy Partners GP, LLC, a Delaware limited liability company (“Company”), hereby awards to ______________________ (“Participant”) [_______] phantom units, which are notional units of common units (“Units”) of Cheniere Energy Partners, L.P. (the “Partnership”) (the “Phantom Units”). This Phantom Units Agreement (“Phantom Units Agreement”) is dated as of [________]. The Phantom Units are awarded pursuant to and to implement in part the Cheniere Energy Partners, L.P. Long-Term Incentive Plan (as amended and in effect from time to time, the “Plan”) and are subject to the terms and conditions of the Plan, which are hereby incorporated herein and is made a part hereof, and this Phantom Units Agreement. By execution of this Phantom Units Agreement, Participant agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan as implemented by the Phantom Units Agreement, together with all rules and determinations from time to time issued by the Committee pursuant to the Plan. All capitalized terms have the meanings set forth in the Plan unless otherwise specifically provided. All references to specified paragraphs pertain to paragraphs of this Phantom Units Agreement unless otherwise provided.

2. Timing of Payment of Phantom Units. Participant shall be entitled to receive the following installment payments in the amount described in Paragraph 3 with respect to the Phantom Units: (i) 25% of the Phantom Units shall become payable on the first anniversary of the date hereof, an additional 25% of the Phantom Units shall become payable on the second anniversary of the date hereof, an additional 25% of the Phantom Units shall become payable on the third anniversary of the date hereof and the remainder of the Phantom Units shall become payable on the fourth anniversary of the date hereof. Notwithstanding the preceding provisions of this Paragraph 2, in the event of Participant's Disability, death or separation from service with Company and its Affiliates for any reason prior to the completion of all of specified payment dates described above, Participant (or Participant's estate or guardian, as applicable) shall receive a lump sum payment pursuant to Paragraph 3 with respect to the then unpaid portion of the Phantom Units. For purposes of this Phantom Units Agreement, the term “Disability” as it relates to Participant shall mean that Participant is “disabled” as described in accordance with Treasury Regulation Section 1.409A-3(i)(4) and Section 409A(a)(2)(C) of the Code.

3. Determination of Payment Amounts. Participant shall be entitled to receive an amount of cash equal to the Fair Market Value of a Unit determined as of the date a Phantom Unit becomes payable. Such payment shall occur as soon as practicable, but in no event later than the fifteenth (15^th) day of the third (3^rd) month following the scheduled payment date (or the Disability, death or separation from service payment event, if applicable), with the actual date of payment determined by the Company in its sole and absolute discretion. Participant's right to any amounts described in Paragraphs 2 and 3 shall not rise above those of a general creditor of Company.

5. Ownership Rights and Distribution Equivalent Rights. A Phantom Unit is a notional Unit of Company and, as a result, does not provide or give rise to any right to a Unit or to receive the Fair Market Value of a Unit except as specifically provided in the Plan and this Phantom Units Agreement. During the term of this Phantom Units Agreement, any distribution in the form of cash paid or delivered by the Partnership on a Unit shall not entitle Participant to an equal amount of cash with respect to each Phantom Unit.

6. Adjustment of Units. In the event of any distribution (whether in the form of cash, Common Units, other securities, or other property), recapitalization, split, reverse split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Units or other securities of Partnership, issuance of warrants or other rights to purchase Units or other securities of Partnership, or other similar transaction or event affects the Units, then the Committee shall, in such manner as it may deem equitable, make adjustments to the terms and provisions of this Phantom Units Agreement pursuant to Section 4(c) of the Plan in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

7. Certain Restrictions. By executing this Phantom Units Agreement, Participant agrees that Participant will enter into such written representations, warranties and agreements as Company may reasonably request in order to comply with the Securities Act of 1933 or any other securities law or with this Phantom Units Agreement. Participant agrees that Company shall not be obligated to take any affirmative action in order to cause the Phantom Units subject to this Phantom Units Agreement to comply with any law, rule or regulation.

8. Amendment and Termination. This Phantom Units Agreement may not be terminated by the Committee at any time without the written consent of Participant. This Phantom Units Agreement may be amended in writing by Company and Participant, provided Company may amend this Phantom Units Agreement unilaterally (i) if the amendment does not adversely affect Participant's rights hereunder in any material respect, (ii) if Company determines that an amendment is necessary to comply with Rule 16b-3 under the Exchange Act or other applicable law, or (iii) if Company determines that an amendment is necessary to meet the requirements of the Code or to prevent adverse tax consequences to Participant. No amendment or termination of the Plan will adversely affect the rights and privileges of Participant under this Phantom Units Agreement or to the Phantom Units granted hereunder without the written consent of Participant.

11. Severability. In the event that any provision of this Phantom Units Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Phantom Units Agreement, and this Phantom Units Agreement shall be construed and enforced as of the illegal, invalid, or unenforceable provision had never been included herein.

13. Section 409A of the Code. This Phantom Units Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Phantom Units Agreement become subject to (a) the gross income inclusion set forth within Section 409A(a)(1)(A) of the Code or (b) the interest and additional tax set forth within Section 409A(a)(1)(B) of the Code (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. Notwithstanding anything to the contrary in this Phantom Units Agreement, with respect to any amounts payable to Participant under this Phantom Units Agreement in connection with a termination of Participant's service with Company that would be considered “non-qualified deferred compensation” under Section 409A of the Code, in no event shall a termination of service be considered to have occurred under this Phantom Units Agreement unless such termination constitutes the Participant's “separation from service” with Company as such term is defined in Treasury Regulation Section 1.409A-1(h), and any successor provision thereto. The payments to Participant shall be made within the period described in Paragraph 3 following the specified payment dates, or if applicable, the earlier payment event. For purposes of Section 409A of the Code, each payment that Participant may be eligible to receive under this Phantom Units Agreement shall be treated as a separate and distinct payment and shall not collectively be treated as a single payment. Notwithstanding anything to the contrary contained in this Phantom Units Agreement, with respect to any amounts payable to Participant under this Phantom Units Agreement during a specified period of time following the occurrence of a scheduled payment date or event, the actual date of payment during such specified period will be determined by Company, in its sole and absolute discretion.



	By:_____________________________________________
	Printed Name: ___________________________________
	Title: Sr. Vice President & Chief Financial Officer



	By:_______________________________________________
	(Signature)