TOREADOR RESOURCES CORP
EX-10.4 AMENDMENT NO. 2 TO 1990 STOCK OPTION PLAN
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<TYPE>EX-10.4
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<FILENAME>d98969exv10w4.txt
<DESCRIPTION>EX-10.4 AMENDMENT NO. 2 TO 1990 STOCK OPTION PLAN
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                                                                    EXHIBIT 10.4

                              AMENDMENT NUMBER TWO
                                     TO THE
                         TOREADOR RESOURCES CORPORATION
                   AMENDED AND RESTATED 1990 STOCK OPTION PLAN


         THIS AMENDMENT NUMBER TWO TO THE TOREADOR RESOURCES CORPORATION AMENDED
AND RESTATED 1990 STOCK OPTION PLAN (this "Amendment"), dated as of May 30, 2002
is made and entered into by Toreador Resources Corporation, a Delaware
corporation (the "Company"). Terms used in this Amendment with initial capital
letters that are not otherwise defined herein shall have the meanings ascribed
to such terms in the Toreador Resources Corporation Amended and Restated 1990
Stock Option Plan (the "Plan").

                                    RECITALS

WHEREAS, Article VIII of the Plan provides that the Board of Directors of the
Company (the "Board") may amend the Plan at any time; and

WHEREAS, the Board desires to amend the Plan to more clearly reflect its
original intent to grant Nonemployee Directors of the Corporation or its
affiliates automatic stock options under one stock option plan; and

NOW, THEREFORE, in accordance with Article VIII of the Plan, the Company hereby
amends the Plan as follows:

1. Article IV of the Plan is hereby amended effective May 30, 2002 by deleting
said Article in its entirety and substituting in lieu thereof the following:

                  4.1 Eligibility. The Committee shall, from time to time,
         select the particular officers, key employees, and key consultants of
         the Corporation and its Affiliates to whom the Stock Options are to be
         granted and/or distributed in recognition of each such Participant's
         contribution to the Corporation's or the Affiliate's success.
         Nonemployee Directors who do not elect to decline to participate
         pursuant to the following sentence will be eligible to receive Stock
         Options as provided in Section 4.2 of this Plan, unless such
         Nonemployee Directors receive similar Stock Options pursuant to another
         stock option plan of the Corporation or its Affiliates. A director
         otherwise eligible to participate in the Plan may make an irrevocable,
         one-time election, by written notice to the Committee within ten (10)
         days after his or her initial election to the Board, to decline to
         participate in the Plan.

                  4.2 Grant of Stock Options. All grants of Stock Options under
         this Article IV shall be awarded by the Committee. Each grant of Stock
         Options shall be evidenced by an Option Agreement setting forth the
         total number of shares subject to the Stock Option, the option exercise
         price, the term of the Stock Option, the vesting schedule, and such
         other terms and provisions as are approved by the Committee, but,
         except to the extent permitted herein, are not inconsistent with the
         Plan. In the case of an Incentive Stock Option, the Option Agreement
         shall also include provisions that may be necessary to assure that the
         option is an Incentive Stock Option under the Code. The Corporation
         shall

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         execute Option Agreements upon instructions from the Committee. Any
         Nonemployee Director who does not, in accordance with Section 4.1,
         decline to participate and does not receive a similar Stock Option
         pursuant to another stock option plan of the Corporation or its
         Affiliates shall, on the date that is ten (10) days after his or her
         initial election as a director of the Corporation, automatically be
         granted a Stock Option to purchase 10,000 shares of Common Stock, as
         adjusted in accordance with Article XI. Any Nonemployee Director who
         does not, in accordance with Section 4.1, decline to participate and
         does not receive a similar Stock Option pursuant to another stock
         option plan of the Corporation or its Affiliates shall, on the date
         that is ten (10) days after an annual meeting of the Company,
         automatically be granted a Stock Option to purchase 5,000 shares of
         Common Stock, as adjusted in accordance with Article XI. The options
         will be granted at fair market value on the grant date and become
         exercisable, subject to certain conditions, in three (3) equal annual
         installments on the first three (3) anniversaries of the grant date and
         terminate ten (10) years from the grant date unless terminated sooner
         as a result of the death or termination of directorship of the holder
         thereof. If, on the Date of Grant of a Stock Option to a Nonemployee
         Director, fewer shares of Common Stock remain available for grant than
         are necessary to permit the grant of Stock Options to each person
         entitled to receive a Stock Option, then a Stock Option covering an
         equal number of whole shares of Common Stock, up to 10,000 shares or
         5,000 shares, as the case may be, shall be granted to each Nonemployee
         Director who has not previously been granted a Stock Option.

                  4.3 Exercise Price. The exercise price for a Nonqualified
         Stock Option shall not be less than the Fair Market Value per share of
         the Common Stock on the Date of Grant. Subject to the terms of Section
         5.1 hereof, the exercise price for an Incentive Stock Option shall be
         equal to the Fair Market Value per share of the Common Stock on the
         Date of Grant. Notwithstanding anything to the contrary contained in
         this Section 4.3, the exercise price of each Stock Option granted
         pursuant to the Plan shall not be less than the par value per share of
         the Common Stock.

                  4.4 Option Period. The option period will begin and terminate
         on the respective dates specified by the Committee, but may not
         terminate later than ten (10) years from the Date of Grant. No Stock
         Option granted under the Plan may be exercised at any time after the
         expiration of its option period. The Committee may provide for the
         vesting and exercise of Stock Options in installments and upon such
         terms, conditions and restrictions as it may determine. In addition to
         the provisions contained elsewhere herein concerning automatic
         acceleration of unmatured installments of Stock Options, the Committee
         shall have the right to accelerate the time at which any Stock Option
         granted to a Participant shall become vested, or exercisable.


                           [Signature Page to Follow]


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IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as
of the date first written above, by its Chief Executive Officer and Secretary
pursuant to prior action taken by the Board.

                                       TOREADOR RESOURCES CORPORATION


                                       By:     /s/ G. Thomas Graves III
                                               ---------------------------------
                                       Name:   G. Thomas Graves III
                                       Title:  President and CEO


Attest:

/s/ Gerry Cargile
-------------------------


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