Exhibit 10.22(h)

                                SECOND AMENDMENT
                                     TO THE
                            PLAYBOY ENTERPRISES, INC.
                               BOARD OF DIRECTORS'
                           DEFERRED COMPENSATION PLAN
               (As Amended and Restated Effective January 1, 2005)

      WHEREAS,  Playboy  Enterprises,  Inc. (the  "Company") has established and
maintains  the  Playboy   Enterprises,   Inc.   Board  of  Directors'   Deferred
Compensation Plan, as amended and restated effective January 1, 2005 and amended
once thereafter (the "Plan"); and

      WHEREAS,  Section  7.01 of the Plan  reserves  to the  Company's  Board of
Directors (the "Board") the authority to amend the Plan at any time; and

      WHEREAS,  the Board has determined that it is desirable to freeze the Plan
as of December  31,  2008 and to add a new  transitional  distribution  election
feature to the Plan effective as of December 10, 2008;

      NOW, THEREFORE, the Plan is hereby amended in the following respects:

            1.  New   subsections  (g)  and  (h)  are  added  to  Section  3.01,
Eligibility  and  Participation,  effective as of December 31, 2008,  to read as
follows:

                  "(g)  Notwithstanding  any  Plan  provision  to  the
                        contrary,  participation  in the Plan shall be
                        frozen  as  of  December   31,  2008  and  any
                        Director who is not already a  Participant  on
                        that date shall not be  permitted  to elect to
                        participate in the Plan for any Plan Year that
                        begins after December 31, 2008.

                  (h)   Notwithstanding  any  Plan  provision  to  the
                        contrary, no contributions shall be made by or
                        on behalf of any  Participant  with respect to
                        any Plan Year that begins  after  December 31,
                        2008.  Accordingly,  no  Agreements  shall  be
                        permitted,   accepted,  honored  or  have  any
                        effect with  respect to any such Plan Year and
                        the deferral limitations set forth in Sections
                        3.01(b)  above  shall all be  reduced  to zero
                        percent (0%)  effective for any Plan Year that
                        begins after December 31, 2008."



            2. A new Section 4.11 is added to the Plan, effective as of December
10, 2008, to read as follows:

                  "4.11 Transitional Early Distribution Option.

                        The Plan shall  offer a new single sum benefit
                        distribution   option,   commencing  effective
                        December 10,  2008,  in  accordance  with this
                        Section 4.11.  All  Participants  who have not
                        yet incurred a  distributable  event under any
                        of  Sections  4.01,  4.02  or  4.03  prior  to
                        December  10, 2008 shall have the  opportunity
                        to elect to  receive  a lump  sum  payment  of
                        their  entire  Account  under the  Plan.  Such
                        benefit shall first become  payable on January
                        2, 2009 and  shall be  processed  for  payment
                        thereafter,  valued and  distributed  no later
                        than  January  30,  2009.  In order to receive
                        such early  distribution  under  this  Section
                        4.11,  the  Participant  must  file a  written
                        election,   in  accordance   with   transition
                        election guidance under Code Section 409A, not
                        later   than   December   23,   2008  and  the
                        Participant   must   not   have   incurred   a
                        distributable  event under any other provision
                        of Article IV before such election is filed.

                        A  transitional   distribution  election  made
                        under this  Section  4.11 shall  override  and
                        supersede  any  and  all  other   distribution
                        rights and  elections  then  applicable to the
                        electing  Participant  and  shall  render  the
                        Participant  ineligible for distribution under
                        any other  Section of the Plan  regardless  of
                        any distributable events subsequently incurred
                        by the electing Participant. This distribution
                        election  shall be considered to be consistent
                        with  Section   3.01(e)  and  not  subject  to
                        Section 3.01(f)."


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      IN WITNESS WHEREOF, this Second Amendment, having been first duly adopted,
is hereby executed by a duly authorized officer on behalf of the Company on this
10th day of December, 2008.

                                          PLAYBOY ENTERPRISES, INC.


                                          By: /s/ Robert D. Campbell
                                             -----------------------------------
                                              Robert D. Campbell
                                              Senior Vice President, Treasurer


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