**Exhibit10.04D**

**AMENDMENT NO. 4**

**CALIFORNIACOASTAL COMMUNITIES, INC. RETIREMENT PLAN**

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

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

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

2.  Section3.15(c) and Section 3.15(d) are hereby deleted and, as indicated below, a newAppendix A (Minimum Required Distributions) is added to the Plan.

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

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

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

Subject to the effective date provisions contained inthe first paragraph of this Section 6.3.3, the following additional provisionsapply.  For purposes of adjusting for anyform 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 2004and 2005, 5.5% is substituted for the Applicable Interest Rate in the precedingsentence.

5.  A newAppendix A (Minimum Required Distributions) is added to the Plan to read asfollows:

APPENDIX A: MINIMUM REQUIRED DISTRIBUTIONS

1.1  Effectivefor required minimum distributions beginning with the 2006 calendar year, and notwithstandinganything to the contrary in this Plan, the minimum required distributionprovisions in this Appendix shall apply. Minimum required distributions for calendar years 2003, 2004 and 2005are governed by the reasonable good faith standard contained in TreasuryRegulation 1.401(a)(9)-6.

  

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1.2 Notwithstanding anything to the contrary in this Plan, a Participant maynot defer commencement of his or her benefits past his or her required beginningdate.

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 overone of the following periods (or a combination thereof):  (i) the life of the Participant, (ii) thelife of the Participant and a designated beneficiary (defined below), (iii) aperiod certain not extending beyond the life expectancy of the Participant, or(iv) a period certain not extending beyond the joint and last survivor expectancyof the Participant and a designated beneficiary.

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

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

(B)  If the Participant’s surviving Spouse is notthe Participant’s sole designated beneficiary, then, except as provided in thePlan, distributions to the designated beneficiary will begin by December 31 ofthe calendar year immediately following the calendar year in which theParticipant died.

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

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

Forpurposes of this Section 1.3(b) and Section 1.6, distributions are consideredto 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 Spouseunder Section 1.3(b)(A)).  If annuitypayments irrevocably commence to the Participant before the Participant’sRequired Beginning Date (or to the Participant’s surviving Spouse before thedate distributions are required to begin to the surviving Spouse under Section1.3(b)(A)), the date distributions are considered to begin is the datedistributions actually commence.

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

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1.4  Determination of Amount to be DistributedEach Year.

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

(A)  the annuity distributions will be paid inperiodic 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 inSection 1.5 or 1.6;

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

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

(1)  by an annual percentage increase that doesnot exceed the annual percentage increase in a cost-of-living index that isbased on prices of all items and issued by the Bureau of Labor Statistics;

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

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

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

(b)  AmountRequired to be Distributed by Required Beginning Date.  The amount that must be distributed on orbefore the Participant’s Required Beginning Date (or, if the Participant diesbefore distributions begin, the date distributions are required to begin underSection 1.3(b)(A) or (B)) is the payment that is required for one paymentinterval.  The second payment need not bemade until the end of the next payment interval even if that payment intervalends in the next calendar year.  Paymentintervals are the periods for which payments are received, e.g., bi-monthly,monthly, semi-annually, or annually.  Allof the Participant’s benefit accruals as of the last day of the firstdistribution calendar year will be included in the calculation of the amount ofthe annuity payments for payment intervals ending on or after the Participant’sRequired Beginning Date.

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

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

If the Participant’sinterest is being distributed in the form of a Joint and Survivor Annuity forthe joint lives of the Participant and a non-Spouse Survivor Annuitant, annuitypayments to be made on or after the Participant’s Required Beginning Date tothe designated Survivor Annuitant after the Participant’s death must not at anytime exceed the applicable percentage of the annuity payment for such periodthat would have been payable to the Participant using the table and theguidance set forth in Q&A-2 of section 1.401(a)(9)-6 of the Treasuryregulations.

1.6  Requirements For Minimum Distributions WhereParticipant Dies Before Date Distributions Begin.

(a)  ParticipantSurvived by Designated Beneficiary. Except as provided in the Plan, if theParticipant dies before the date distribution of his or her interest begins andthere is a designated beneficiary, the Participant’s entire interest will bedistributed, 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 beforethe first distribution calendar year, the life expectancy of the designatedbeneficiary determined using the beneficiary’s age as of the beneficiary’sbirthday in the calendar year immediately following the calendar year of theParticipant’s death; or

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

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

(c)  Death of Surviving Spouse BeforeDistributions to Surviving Spouse Begin. If the Participant dies before the date distribution of his or herinterest begins, the Participant’s surviving Spouse is the Participant’s soledesignated Beneficiary, and the surviving Spouse dies before distributions tothe surviving Spouse begin, this Section 1.6 will apply as if the survivingSpouse were the Participant, except that the time by which distributions mustbegin will be determined without regard to Section 1.3(b)(A).

1.7  Definitions.

(a)  Designated Beneficiary. The individualwho is designated as the Beneficiary and is the designated beneficiary undersection 401(a)(9) of the  Code andsection 1.401(a)(9)-4, of the Treasury regulations.

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

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

(d)  RequiredBeginning Date.  Is defined inSection 3.15(b).

**IN WITNESS WHEREOF**, California Coastal Communities, Inc. hascaused this Amendment to be executed this 19th day of December, 2006.
| ** ** | **CALIFORNIA COASTAL COMMUNITIES,** |
|------------|-------------------------------------|
| ** ** | **INC.**                            |
| ** ** | ** **                          |
| ** ** | ** **                          |
|       | By:                                 | /s/ Sandra G.  Sciutto |   |   |

 

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