Exhibit
10.04D


AMENDMENT NO. 4


CALIFORNIA
COASTAL COMMUNITIES, INC. RETIREMENT PLAN


The California Coastal Communities, Inc. Retirement Plan
(“Plan”) is hereby amended as follows, effective January 1, 2006, or as
otherwise indicated below.  This
Amendment also contains clarifications to certain Plan provisions.


1.  The first
sentence of Section 3.12 (Direct Rollover) is clarified to read as follows:


Notwithstanding any provision of this Plan to the
contrary that would otherwise limit a Distributee’s election under this Plan, to
the extent administratively practicable, a Distributee may elect, at the time
and in the manner prescribed by the Committee, to have any portion of an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan specified by
the Distributee in a “Direct Rollover.”


2.  Section
3.15(c) and Section 3.15(d) are hereby deleted and, as indicated below, a new
Appendix A (Minimum Required Distributions) is added to the Plan.


3.  The first
sentence of Section 10.14 (Construction) is clarified to read as follows:


The Plan shall be construed and enforced according to
the laws of the State of California (without regard to its choice of law
principles) except to the extent otherwise required by ERISA or necessary for
qualification under the Internal Revenue Code.


4.  The
following is added at the end of STEP 1 of Section 6.3.3:


Subject to the effective date provisions contained in
the first paragraph of this Section 6.3.3, the following additional provisions
apply.  For purposes of adjusting for any
form of benefit subject to Code Section 417(e), the Applicable Interest Rate
(as defined in Code Section 417(e)(3)) is substituted for “5%” in this STEP 1;
provided, however, that for retirements (i.e. annuity starting dates) in 2004
and 2005, 5.5% is substituted for the Applicable Interest Rate in the preceding
sentence.


5.  A new
Appendix A (Minimum Required Distributions) is added to the Plan to read as
follows:


APPENDIX A: 
MINIMUM REQUIRED DISTRIBUTIONS


1.1  Effective
for required minimum distributions beginning with the 2006 calendar year, and notwithstanding
anything to the contrary in this Plan, the minimum required distribution
provisions in this Appendix shall apply. 
Minimum required distributions for calendar years 2003, 2004 and 2005
are governed by the reasonable good faith standard contained in Treasury
Regulation 1.401(a)(9)-6.



   
 









1.2 
Notwithstanding anything to the contrary in this Plan, a Participant may
not defer commencement of his or her benefits past his or her required beginning
date.


1.3  Time and Manner of Distribution.


(a)  As of the first distribution calendar year
(defined below), distributions, if not made in a single sum, will be made over
one of the following periods (or a combination thereof):  (i) the life of the Participant, (ii) the
life of the Participant and a designated beneficiary (defined below), (iii) a
period certain not extending beyond the life expectancy of the Participant, or
(iv) a period certain not extending beyond the joint and last survivor expectancy
of the Participant and a designated beneficiary.


(b)  Death of
Participant Before Distributions Begin. If the Participant dies before
distributions begin, the Participant’s entire interest will be distributed, or
begin to be distributed, no later than as follows:


(A)  If the Participant’s surviving Spouse is the
Participant’s sole designated beneficiary, then, except as provided in the
Plan, distributions to the surviving Spouse will begin by December 31 of the
calendar year immediately following the calendar year in which the Participant
died, or by December 31 of the calendar year in which the Participant would
have attained age 701⁄2, if later.


(B)  If the Participant’s surviving Spouse is not
the Participant’s sole designated beneficiary, then, except as provided in the
Plan, distributions to the designated beneficiary will begin by December 31 of
the calendar year immediately following the calendar year in which the
Participant died.


(C)  If there is no designated beneficiary as of
September 30 of the year following the year of the Participant’s death, the
Participant’s entire interest (if any) will be distributed by December 31 of
the calendar year containing the fifth anniversary of the Participant’s death.


(D)  If the Participant’s surviving Spouse is the
Participant’s sole designated beneficiary and the surviving Spouse dies after
the Participant but before distributions to the surviving Spouse begin, this
Section 1.3(b) other than 1.3(b)(A), will apply as if the surviving Spouse were
the Participant.


For
purposes of this Section 1.3(b) and Section 1.6, distributions are considered
to begin on the Participant’s Required Beginning Date (or, if Section 1.3(b)(D)
applies, the date distributions are required to begin to the surviving Spouse
under Section 1.3(b)(A)).  If annuity
payments irrevocably commence to the Participant before the Participant’s
Required Beginning Date (or to the Participant’s surviving Spouse before the
date distributions are required to begin to the surviving Spouse under Section
1.3(b)(A)), the date distributions are considered to begin is the date
distributions actually commence.


(c)  Form of Distribution.  Unless the Participant’s interest is
distributed in the form of an annuity purchased from an insurance company or in
a single sum on or before the Required Beginning Date, as of the first
distribution calendar year, distributions will be made in accordance with
Sections 1.4, 1.5 and 1.6 of this Article. 
If the Participant’s interest is distributed in the form of an annuity
purchased from an insurance company, distributions thereunder will be made in
accordance with the requirements of section 401(a)(9) of the Code and the
Treasury regulations.



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1.4  Determination of Amount to be Distributed
Each Year.


(a)  General Annuity Requirements. If the
Participant’s interest is paid in the form of annuity distributions under the
Plan, payments under the annuity will satisfy the following requirements:


(A)  the annuity distributions will be paid in
periodic payments made at intervals not longer than one year;


(B)  the distribution period will be over a life
(or lives) or over a period certain not longer than the period described in
Section 1.5 or 1.6;


(C)  once payments have begun over a period
certain, the period certain will not be changed even if the period certain is
shorter than the maximum permitted;


(D)  payments will either be non-increasing or
increase only as follows:


(1)  by an annual percentage increase that does
not exceed the annual percentage increase in a cost-of-living index that is
based on prices of all items and issued by the Bureau of Labor Statistics;


(2)  to the extent of the reduction in the amount
of the Participant’s payments to provide for a survivor benefit upon death, but
only if the beneficiary whose life was being used to determine the distribution
period described in Section 1.5 dies or is no longer the Participant’s
beneficiary pursuant to a QDRO;


(3)  to provide cash refunds of Participant
Contributions upon the Participant’s death; or


(4)  to pay increased benefits that result from a
Plan amendment.


(b)  Amount
Required to be Distributed by Required Beginning Date.  The amount that must be distributed on or
before the Participant’s Required Beginning Date (or, if the Participant dies
before distributions begin, the date distributions are required to begin under
Section 1.3(b)(A) or (B)) is the payment that is required for one payment
interval.  The second payment need not be
made until the end of the next payment interval even if that payment interval
ends in the next calendar year.  Payment
intervals are the periods for which payments are received, e.g., bi-monthly,
monthly, semi-annually, or annually.  All
of the Participant’s benefit accruals as of the last day of the first
distribution calendar year will be included in the calculation of the amount of
the annuity payments for payment intervals ending on or after the Participant’s
Required Beginning Date.


(c)  Additional Accruals After First
Distribution Calendar Year.  Except
as provided in the Plan (e.g., the Plan’s suspension of benefits provisions),
any additional benefits accruing to the Participant in a calendar year after
the first distribution calendar year will be distributed beginning with the
first payment interval ending in the calendar year immediately following the
calendar year in which such amount accrues.



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1.5  Requirements For Annuity Distributions That
Commence During Participant’s Lifetime Where the Beneficiary Is Not the
Participant’s Spouse.


If the Participant’s
interest is being distributed in the form of a Joint and Survivor Annuity for
the joint lives of the Participant and a non-Spouse Survivor Annuitant, annuity
payments to be made on or after the Participant’s Required Beginning Date to
the designated Survivor Annuitant after the Participant’s death must not at any
time exceed the applicable percentage of the annuity payment for such period
that would have been payable to the Participant using the table and the
guidance set forth in Q&A-2 of section 1.401(a)(9)-6 of the Treasury
regulations.


1.6  Requirements For Minimum Distributions Where
Participant Dies Before Date Distributions Begin.


(a)  Participant
Survived by Designated Beneficiary. Except as provided in the Plan, if the
Participant dies before the date distribution of his or her interest begins and
there is a designated beneficiary, the Participant’s entire interest will be
distributed, beginning no later than the time described in Section 1.3(b)(A) or
(B), over the life of the designated beneficiary or over a period certain not exceeding:


(A)  unless the Annuity Starting Date is before
the first distribution calendar year, the life expectancy of the designated
beneficiary determined using the beneficiary’s age as of the beneficiary’s
birthday in the calendar year immediately following the calendar year of the
Participant’s death; or


(B)  if the Annuity Starting Date is before the
first distribution calendar year, the life expectancy of the designated
beneficiary determined using the beneficiary’s age as of the beneficiary’s
birthday in the calendar year that contains the Annuity Starting Date.


(b)  No Designated Beneficiary.  If the Participant dies before the date
distributions begin and there is no designated beneficiary as of September 30
of the year following the year of the Participant’s death, distribution of the
Participant’s entire interest (if any) will be completed by December 31 of the
calendar year containing the fifth anniversary of the Participant’s death.


(c)  Death of Surviving Spouse Before
Distributions to Surviving Spouse Begin. 
If the Participant dies before the date distribution of his or her
interest begins, the Participant’s surviving Spouse is the Participant’s sole
designated Beneficiary, and the surviving Spouse dies before distributions to
the surviving Spouse begin, this Section 1.6 will apply as if the surviving
Spouse were the Participant, except that the time by which distributions must
begin will be determined without regard to Section 1.3(b)(A).


1.7  Definitions.


(a)  Designated Beneficiary. The individual
who is designated as the Beneficiary and is the designated beneficiary under
section 401(a)(9) of the  Code and
section 1.401(a)(9)-4, of the Treasury regulations.


(b)  Distribution calendar year.  A calendar year for which a minimum
distribution is required.  For
distributions beginning before the Participant’s death, the first distribution
calendar year is the calendar year immediately preceding the calendar year
which contains the Participant’s Required Beginning Date.  For distributions beginning after the
Participant’s death, the first distribution calendar year is the calendar year
in which distributions are required to begin pursuant to Section 1.3(b).


(c)  Life expectancy.  Life expectancy as computed by use of one of
the following tables, as appropriate: 
(i) the Single Life Table, (ii) Uniform Life Table, or (iii) Joint and
Last Survivor Table found in section 1.401(a)(9)-9 of the Treasury regulations.


(d)  Required
Beginning Date.  Is defined in
Section 3.15(b).


IN WITNESS WHEREOF, California Coastal Communities, Inc. has
caused this Amendment to be executed this 19th day of December, 2006.


	
   

  	
  CALIFORNIA COASTAL COMMUNITIES,

  
	
   

  	
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sandra G.
  Sciutto

  	
   

  	
   

  



 



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