Exhibit 10.46

WILLIAM LYON HOMES

2007 SENIOR EXECUTIVE BONUS PLAN

BONUS PLAN PARTICIPANT	% DEFERRED	DEFERRAL CRITERIA	PAYMENT CRITERIA	DESCRIPTION	PAY DATE
CEO AND COO	25%	75% paid Year 1 25% paid Year 2 forfeited if terminated – except retirement, disability or death	3% of Company’s pre-tax, pre-bonus income each	Based on: •     Management Level •     Position Impact w/ WLS •     Competitive Pay Levels •     Short-Term Compensation Target for the Position •     Current Salary •     Individual Performance	After year-end Audit
EVP	25%	75% paid Year 1 25% paid Year 2 forfeited if terminated – except retirement, disability or death	3/4 of 1% of Company’s pre-tax, pre-bonus income	Based on: •     Management Level •     Position Impact w/ WLS •     Competitive Pay Levels •     Short-Term Compensation Target for the Position •     Current Salary •     Individual Performance	After year-end Audit
CFO	25%	75% paid Year 1 25% paid Year 2 forfeited if terminated – except retirement, disability or death	0.5% of the Company’s pre-tax, pre-bonus income	Based on: •     Management Level •     Position Impact w/ WLS •     Competitive Pay Levels •     Short-Term Compensation Target for the Position •     Current Salary •     Individual Performance	After year-end Audit
REGION PRESIDENTS	25%	75% paid Year 1 25% paid Year 2 forfeited if terminated – except retirement, disability or death	3% of Region’s pre-tax, pre-bonus Income after Corporate allocation minimum payment equal to 100% of annual salary	Based on: •     Management Level •     Position Impact w/ WLS •     Competitive Pay Levels •     Short-Term Compensation Target for the Position •     Current Salary •     Individual Performance	After year-end Audit

Note:

• Plan requires the employee to be actively employed on the date bonus checks are distributed to qualify for payment except in event of death, disability or retirement.

• Awards to be administered (including no discretion to increase) in order to comply with Section 162(m), if applicable.

• The Compensation Committee retains the discretion to increase the bonus of a participant in the event of an extraordinary performance, or decrease it in the case of a substandard performance, and may make this determination on the basis of objective or subjective criteria, including, but not limited to, the pay levels of executives at other major homebuilders.