**Exhibit 10.1.34**     AMENDMENT (the “Amendment”), dated as of [•], to the PerformanceShare Award Agreement(s) (the “Award Agreement(s)”), between TerraIndustries Inc. (“Terra”) and [NAME].     WHEREAS Terra wishes to amend each Award Agreement in order to address the requirements ofSection 409A of the Internal Revenue Code of 1986, as amended (the “Code”).     Now, therefore, each Award Agreement is hereby amended as follows:     1. New Provisions. The following provisions shall be deemed to have been added toeach Award Agreement:     a. Any issuance of Performance Shares that is required to be made after the CompensationCommittee of Terra’s Board of Directors approves the portion, if any, of targeted PerformanceShares that is earned based on Terra’s performance during the Period (including any PerformanceShares that may be issued following the date you cease to be actively employed as a result of TotalDisability) shall be issued not later than the 74th day following the date that such PerformanceShares become vested. Performance Shares will be deemed to have vested when they are no longersubject to a substantial risk of forfeiture (within the meaning of Treasury Regulation Section1.409A-1(d)). For purposes of the Award Agreements, the term “Total Disability” shall mean youreligibility for long-term disability coverage under a long-term disability plan of Terra or one ofits subsidiaries.     b. In the event of a “change of control” on or prior to the last day of the Period, anyPerformance Shares required to be issued will be issued not later than 30th day following theoccurrence of the “change of control”.     c. In the event of a termination of your employment by reason of death, any PerformanceShares required to be issued will be issued not later than the 74th day following the date ofdeath.     d. (i) It is intended that the provisions of this Agreement comply with Section 409A of theCode and the regulations thereunder as in effect from time to time (“Section 409A”), andall provisions of this Agreement shall be construed and interpreted in a manner consistent with therequirements for avoiding taxes or penalties under Section 409A.     (ii) Neither you nor any of your creditors or beneficiaries shall have the right to subjectany deferred compensation (within the meaning of Section 409A) payable under this Agreement to anyanticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment orgarnishment. Except as permitted under Section 409A, any deferred compensation (within the meaningof Section 409A) payable to you or for your benefit under this Agreement may not be reduced by, oroffset against, any amount owing by you to Terra or any of its affiliates.     (iii) If, at the time of your separation from service (within the meaning of Section 409A),(A) you shall be a specified employee (within the meaning of Section 409A and using the
 

 
identification methodology selected by Terra from time to time) and (B) Terra shall make agood faith determination that an amount payable hereunder constitutes deferred compensation (withinthe meaning of Section 409A) the payment of which is required to be delayed pursuant to thesix-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section409A, then Terra shall not pay such amount on the otherwise scheduled payment date but shallinstead pay it, without interest, on the first business day after such six-month period.     (iv) Notwithstanding any provision of this Agreement to the contrary, in light of theuncertainty with respect to the proper application of Section 409A, Terra reserves the right tomake amendments to this Agreement as Terra deems necessary or desirable to avoid the imposition oftaxes or penalties under Section 409A. In any case, you shall be solely responsible and liable forthe satisfaction of all taxes and penalties that may be imposed on you or for your account inconnection with this Agreement (including any taxes and penalties under Section 409A), and neitherTerra nor any of its affiliates shall have any obligation to indemnify or otherwise hold youharmless from any or all of such taxes or penalties.     2. Effect on Award Agreements. Except as expressly set forth herein, this Amendmentshall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affectthe rights and remedies of the parties to any Award Agreement, and shall not alter, modify, amendor in any way affect any of the terms, conditions, obligations, covenants or agreements containedin any Award Agreement, all of which shall continue in full force and effect. This Amendment shallapply and be effective only with respect to the provisions of the Award Agreement(s) specificallyreferred to herein. After the date hereof, any reference to any such Award Agreement shall meansuch Award Agreement as modified hereby.      TERRA INDUSTRIES INC.