Exhibit
10.04C


AMENDMENT NO. 3


CALIFORNIA COASTAL COMMUNITIES,
INC.


RETIREMENT
PLAN


The California Coastal Communities, Inc. Retirement
Plan (“Plan”), which was executed December 21, 2001, is further amended as
follows:


1.               Section
1.34A is added to the Plan to clarify the definition of “marriage” as follows:


“Marriage” (and derivative terms such as “marital,” “married”
and “marries”) shall, for all purposes under this Plan, mean a relationship
that is recognized as a marriage under applicable federal laws.


2.               Section
1.50A is added to the Plan to clarify the definition of “spouse” as follows:


For all purposes under this Plan, the terms “spouse”
and “surviving spouse” shall mean the individual recognized as an individual’s
lawful husband or lawful wife under applicable federal laws.


3.               Section
3.7(g) is clarified, in its entirety, to read as follows:


Notwithstanding the foregoing, a Participant may,
after receiving the written explanation described in subsection (e) above (“Notice”),
affirmatively elect (with spousal consent if necessary) to have his or her
benefit commence (annuity starting date) sooner than 30 days following receipt
of the Notice, provided all of the following 5 requirements are met:


(i)             The
Committee (or its delegate) clearly informs the Participant that he or she has
a period of at least 30 days after receiving the Notice to decide when to have
his or her benefit begin and, if applicable, to choose a particular optional
form of payment;


(ii)          The
Participant affirmatively elects a date for benefits to begin and, if
applicable, an optional form of payment, after receiving the Notice;


(iii)       The Participant is permitted to revoke his or
her election until the later of the annuity starting date or 7 days following
the date the Participant received the Notice;


(iv)      The
Participant’s annuity starting date is after the date the Notice is provided
(however the annuity starting date may be before the expiration of the 7-day
period referred to in item (v), below and before the date of the Participant’s
affirmative distribution election); and


(v)         Payment
does not commence less than 7 days following the day after the Notice is
received by the Participant.


Except in the case of administrative delay,
distribution will commence not more than 90 days after the date the Notice is
provided.  As provided in Treasury
Regulation 1.417(e)-1(b)(3)(vii), the Plan will not fail to satisfy the 90-day
timing requirement merely because, due solely to administrative delay, a
distribution commences more than 90 days after the Notice is provided.


4.               For
the avoidance of doubt, the following is added at the end of Sections 1.3, 3.6,
3.9(i), 3.13, 14.3.3 (d) and 14.4.3 of the Plan:


Since July 1, 2000, no mandatory distributions within
the meaning of Q&A 2 of IRS Notice 2005-5 have been, or will be, paid from
this frozen Plan because all remaining Plan benefits exceed $5,000.


5.               Section
3.15 (a) is clarified to read as follows:


Date Pension Begins.      Except as otherwise provided
herein, a Participant’s pension shall begin as soon as administratively
practicable following the latest of (i) the Participant’s Normal Retirement
Date, or (ii) the date of the Participant’s termination of employment (but not
more than 60 days after the close of the Plan Year in which the latest of (i)
or (ii) occurs).  For these purposes, a
Participant’s (or Beneficiary’s) failure to elect a distribution will be deemed
an election to defer the date of distribution; provided, however, that the Code
Section 401(a)(9) deferral limits will override all distribution election
rights under the Plan.


IN WITNESS WHEREOF, this
Amendment No. 3 is executed this 19th day of December, 2006.


	
   

  	
  CALIFORNIA COASTAL 

  
	
   

  	
  COMMUNITIES,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sandra G.
  Sciutto