**Exhibit10.04C**

**AMENDMENT NO. 3**

**CALIFORNIA COASTAL COMMUNITIES,INC.**

**RETIREMENTPLAN**

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

1.               Section1.34A 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 relationshipthat is recognized as a marriage under applicable federal laws.

2.               Section1.50A 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’slawful husband or lawful wife under applicable federal laws.

3.               Section3.7(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 herbenefit commence (annuity starting date) sooner than 30 days following receiptof the Notice, provided all of the following 5 requirements are met:

(i)             TheCommittee (or its delegate) clearly informs the Participant that he or she hasa period of at least 30 days after receiving the Notice to decide when to havehis or her benefit begin and, if applicable, to choose a particular optionalform of payment;

(ii)          TheParticipant affirmatively elects a date for benefits to begin and, ifapplicable, an optional form of payment, after receiving the Notice;

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

(iv)      TheParticipant’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-dayperiod referred to in item (v), below and before the date of the Participant’saffirmative distribution election); and

(v)         Paymentdoes not commence less than 7 days following the day after the Notice isreceived by the Participant.

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

4.               Forthe 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 withinthe meaning of Q&A 2 of IRS Notice 2005-5 have been, or will be, paid fromthis frozen Plan because all remaining Plan benefits exceed $5,000.

5.               Section3.15 (a) is clarified to read as follows:

Date Pension Begins.      Except as otherwise providedherein, a Participant’s pension shall begin as soon as administrativelypracticable following the latest of (i) the Participant’s Normal RetirementDate, or (ii) the date of the Participant’s termination of employment (but notmore than 60 days after the close of the Plan Year in which the latest of (i)or (ii) occurs).  For these purposes, aParticipant’s (or Beneficiary’s) failure to elect a distribution will be deemedan election to defer the date of distribution; provided, however, that the CodeSection 401(a)(9) deferral limits will override all distribution electionrights under the Plan.

IN WITNESS WHEREOF, thisAmendment No. 3 is executed this 19th day of December, 2006.
| ** ** | **CALIFORNIA COASTAL** |
|------------|------------------------|
| ** ** | **COMMUNITIES,  INC.** |
| ** ** | ** **             |
| ** ** | ** **             |
|       | By:                    | /s/ Sandra G.  Sciutto |   |

 

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