Exhibit 10.1

                             FIRST AMENDMENT TO THE
                            PLAYBOY ENTERPRISES, INC.
                           DEFERRED COMPENSATION PLAN
                    (As Amended and Restated January 1, 2005)
                    -----------------------------------------

      WHEREAS,  Playboy  Enterprises,  Inc. (the  "Company") has established and
maintains the Playboy Enterprises, Inc. Deferred Compensation Plan (the "Plan"),
as last amended and restated effective January 1, 2005; and

      WHEREAS,  pursuant to its reserved  powers under Section 7.01, the Company
desires to further  amend the Plan,  effective as of January 1, 2008,  to comply
with final  regulations  under  Section 409A of the  Internal  Revenue Code (the
"Code") and in certain other respects;

      NOW,  THEREFORE,  the Plan is hereby  amended,  effective as of January 1,
2008, in the following respects:

      1.    The definition of "Agreement" in Section 2.03 is amended  by  adding
the following sentence to the end of that Section:

            "Each  Agreement  shall be  irrevocable as of the last date on
            which  it could be made  under  the Plan for the Plan  Year to
            which it applies, except as otherwise permitted by the Plan or
            applicable law and consistent with IRC Section 409A."

      2.    The definition  of "Disability" in Section 2.12 is amended by adding
the following sentence to the end of that Section:

            "Notwithstanding  the  foregoing,  to the extent  required  by
            regulations  under Code Section 409A,  where a Participant has
            not been  determined to have a disability  prior to January 1,
            2008 and  such  Participant  is  receiving  disability  income
            benefits  thereafter  under  any  Company-maintained  short or
            long-term  disability  plan,  the  Participant  shall  not  be
            considered  to have a Disability  for purposes of this Plan as
            of any date that comes before such disability  income benefits
            have been  paid to the  Participant,  or on the  Participant's
            behalf, for a period of three consecutive months."

      3.    The  definition  of  "Termination  of  Services"  in Section 2.24 is
amended by inserting the following three sentences between the current first and
last sentences in that Section:

            "For this purpose,  in accordance with  regulations  under IRC
            Section 409A, a leave of absence shall be considered bona fide
            only if, and for so long as, there is a reasonable expectation
            that the Participant will resume  performing  services for the
            Company.  In  addition,  on or after  January 1, 2008,  when a
            leave of absence is due to a medically  determinable  physical
            or mental  impairment  that is  expected to result in death or
            can be  expected to last for a  continuous  period of at least
            six (6) months,  and such impairment causes the Participant to
            be unable to perform the duties of his

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            or her position with the Company or any substantially  similar
            position,  then the Committee shall be permitted to extend the
            foregoing  six (6)  month  maximum  period  of  leave to up to
            twenty-nine  (29) months of  continuous  absence,  but not for
            longer  than  the  maximum  period  of  continuous  disability
            allowed  under  the  Company's   employment   policies  before
            terminating the employment of a similarly situated employee on
            disability  leave.   Whether  a  Termination  of  Service  has
            occurred  shall be determined by the Committee  (other than in
            instances where the duration of a disability  leave triggers a
            termination  of  employment  under  the  Company's  employment
            policies)  based  on  whether  the  facts  and   circumstances
            indicate  that  the  Participant  and the  Company  reasonably
            anticipate  that no further  services will be performed by the
            Participant for the Company after a certain date."

      4.    Section  3.02,  Deferral  of  Salary  and  Incentive  Award or Sales
Commissions, is rewritten in its entirety, to read as follows:

            (a)   Plan Year First Eligible. An eligible employee who first
                  becomes  eligible to participate in the Plan on or after
                  the first day of a Plan Year may elect to participate in
                  the Plan for the  balance  of that Plan  Year,  provided
                  that  (i)  the   eligible   employee   is  not   already
                  participating  in any  other  similar  type of  deferred
                  compensation  plan that is maintained by the Company and
                  would be  aggregated  with this Plan for purposes of IRC
                  Section 409A,  and (ii) the eligible  employee  files an
                  Agreement  with the Company within thirty (30) days from
                  the date he or she first becomes eligible to participate
                  in the Plan. If either of the  conditions of (i) or (ii)
                  above are not met, then the eligible  employee shall not
                  be allowed to participate in the Plan until the start of
                  the next (or any future)  Plan Year,  when the  eligible
                  employee  may  commence   participation   by  filing  an
                  Agreement  in  advance of that  subsequent  Plan Year in
                  accordance  with the  procedures  set  forth in  Section
                  3.02(b)  below.  If both  conditions of (i) and (ii) are
                  met, the eligible employee shall commence  participation
                  during  his  or  her  initial  (partial)  Plan  Year  of
                  eligibility in accordance with the further provisions of
                  this Section 3.02.

                  A timely initial Agreement under the preceding paragraph
                  to defer Salary,  Incentive  Award or Sales  Commissions
                  will not apply to any payroll  period that  commences on
                  or  before  the  date  such  Agreement  was  filed.  The
                  Committee  may  require  that the  Agreement  be filed a
                  reasonable  number  of  days  before  the  start  of any
                  payroll  period  to which it  shall  apply,  in order to
                  accommodate the processing of such Agreement.

            (b)   Subsequent  Years  of  Eligibility.  For any  Plan  Year
                  subsequent to the Plan Year in which an individual first
                  becomes  eligible  to  participate  in  the  Plan,  that
                  Participant  or eligible  employee may file an Agreement
                  with the Company to defer Salary, Incentive

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                  Award or Sales  Commissions  for the upcoming  Plan Year
                  only if such  Agreement  is filed prior to the first day
                  of that  upcoming  Plan Year (or within thirty (30) days
                  after  the  date  he or she  first  became  eligible  to
                  participate  in the Plan, if later,  but such  Agreement
                  will not take effect before the first payroll  period in
                  the new Plan Year which  begins  after the  Agreement is
                  filed).  Subject to the limitations of this Section 3.02
                  and the eligibility  requirements of Section 3.01 above,
                  a Participant  or eligible  employee who does not file a
                  timely and effective deferral Agreement for a particular
                  Plan Year may nevertheless  file an Agreement  hereunder
                  for any subsequent Plan Year.

            (c)   Filing  Method.  The filing of deferral  Agreements  and
                  other Participant elections under the Plan shall be made
                  using the Plan's  website or web link as  designated  by
                  the  Administrative  Committee,  or by  such  telephonic
                  process as the Committee may approve,  in lieu of filing
                  hard copy paper  documents.  Exceptions  to the approved
                  election  and  filing  processes  may be  allowed by the
                  Committee in its sole discretion on a case by case basis
                  considering the particular circumstances, but exceptions
                  to the election  timing  requirements  cannot be allowed
                  where the exception would violate IRC Section 409A.

            (d)   Transition  Elections.  In  accordance  with  transition
                  guidance  issued by the  Internal  Revenue  Service with
                  respect to IRC  Section  409A,  a  Participant  shall be
                  permitted,  no later than December 31, 2008, to file new
                  elections  regarding the  distribution of the portion of
                  such Participant's Accounts accrued through December 31,
                  2008.  Such  election  may also  apply to  accruals  for
                  future   Plan   years,   subject   to   any   subsequent
                  distribution  elections made with respect to such future
                  accruals.  Any such transition election filed under this
                  Section 3.02(d) shall  supersede any prior  distribution
                  election, or the application of any default distribution
                  rule previously  applicable to the pre-election  portion
                  of such  Participant's  Accounts,  to the extent the new
                  election is not  consistent  therewith.  New  transition
                  elections  may apply to the form and timing of  payments
                  under Section  4.05(a),  and whether and in what form to
                  receive a Change in Control  distribution  under Section
                  4.09,  regardless of any  conditions in Section  3.02(e)
                  below  (other  than  the   prohibition  on  acceleration
                  therein,  which shall  continue to apply)  regarding the
                  timing  and  effect of  distribution  election  changes.
                  However,  a  transition   election  under  this  Section
                  3.02(d) shall not apply to amounts  distributable during
                  the Plan Year in which the election is filed,  nor shall
                  any  transition  election  be  permitted  to  cause  any
                  distribution  to be made in the Plan  Year in which  the
                  election is filed.

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            (e)   Distribution Elections and Changes. In the Agreement for
                  each Plan Year the Participant  also shall designate any
                  distribution  elections,  including  a Change in Control
                  distribution  election, to apply to amounts deferred for
                  that Plan Year and  subsequent  Plan  Years  unless  and
                  until  such  election  is  changed  pursuant  to Section
                  3.02(d)  or this  Section  3.02(e).  A  Participant  may
                  change  the  form of  distribution  (i.e.,  lump  sum or
                  installments), the period during which installments will
                  be  paid,  and/or  the  timing  of  a  distribution,  as
                  previously in effect pursuant to any election made under
                  Section 3.02 or (absent  such  election) by operation of
                  the  Plan.  Any such  subsequent  distribution  election
                  shall not take  effect  until  the one year  anniversary
                  from the date it is filed with the Committee pursuant to
                  Section  3.02(c) above;  consequently,  the new election
                  must be filed not less than one year  before the date as
                  of which the payment is scheduled to be paid (or, in the
                  case of  installments,  the date as of which  the  first
                  installment  payment is scheduled).  For purposes of the
                  preceding  sentence,   installment   payments  shall  be
                  treated like a lump sum payable as of the scheduled date
                  of the first installment  payment.  In addition,  if the
                  new election  involves a change in the timing or form of
                  a  benefit  distributable  for  reasons  other  than the
                  Participant's  death,  Disability or Hardship,  then any
                  new distribution commencement date must be at least five
                  (5) years  later  than the date as of which the  benefit
                  distribution    had   been    scheduled   to   commence.
                  Furthermore,  if a  Participant  has  elected to receive
                  distribution   of  his  or  her  Deferred   Compensation
                  Accounts  upon a Change in Control  pursuant to Sections
                  3.02(d)  above or this  Section  3.02(e),  he or she may
                  subsequently  elect to (i) defer the full balance of his
                  or her Deferred  Compensation Accounts otherwise payable
                  upon a Change in Control to a  subsequent  Determination
                  Date and/or  (ii)  change the form of such  distribution
                  among the forms  available  under  Section  4.05  below;
                  provided that any such  election  change must be made at
                  least one year before the  effective  date of the Change
                  in Control,  and must  specify a  Determination  Date at
                  least  five (5) years  after the  effective  date of the
                  Change in Control. Changes in election failing to comply
                  with  such   requirements   shall  not  be  valid,   and
                  distributions  shall  be made  in  accordance  with  the
                  Participant's  previous  election  and  applicable  Plan
                  provisions.    Notwithstanding    the   foregoing,    no
                  acceleration  of  benefit  payments  may  be  permitted,
                  except to the  extent  permitted  by the  Administrative
                  Committee    pursuant    to    Treas.    Reg.    Section
                  1.409A-3(j)(4)."

      5.    Section  3.04(b),  is  amended  by  replacing  the  second and third
sentences thereof with the following:

            "In the  event  an  individual  who  has  elected  to  suspend
            participation  in  the  Plan  during  his  or  her  period  of
            temporary   employment   outside  the  United  States  resumes
            employment as an eligible employee within the United States on
            or after  January 1, 2008,  and such  foreign  employment  had
            continued for at least 24 months,  then such eligible employee
            shall be

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            treated as if a new hire so that such  employee may qualify to
            make  deferral  elections  for the  current  Plan  Year  under
            Section  3.02(a)  within thirty (30) days after such return to
            eligible employment in the United States. Any individual whose
            participation is in suspended status hereunder and who returns
            to employment in the United States on or after January 1, 2008
            as an eligible  employee  after less than 24 months of foreign
            service shall be eligible to resume  participation in the Plan
            by filing a new deferral  Agreement  effective as of the start
            of any  subsequent  Plan Year in accordance  with the election
            procedures  of  Section  3.02(b)  above.   The  rules  of  the
            preceding  two  sentences  regarding  when  participation  may
            resume  after a period of  suspension  shall also apply to any
            individual who resumes eligible employee status after a period
            of at least 24 consecutive  months during which the individual
            was not eligible to contribute to the Plan,  regardless of the
            reason for that period of ineligibility."

      6.    The first  sentence  of  Section  4.02,  Distribution  on Death,  is
clarified to read as follows:

            "Upon the death of a Participant  prior to the distribution of
            any vested portion of his or her Deferred Compensation Amount,
            including during the six (6) month delays  otherwise  required
            under  Sections  4.01 and  4.03,  distribution  of the  unpaid
            balance of such vested  portion of the  Deferred  Compensation
            Account  shall  be  made,  or  continue  to be  made,  to such
            Participant's  surviving  Beneficiary in accordance  with this
            Section  4.02   notwithstanding   any  delay  in  distribution
            otherwise required by Section 4.01 or 4.03."

      7.    Section 4.05,  Method and Timing of Distribution,  is amended by (i)
deleting Section 4.05(b) and renumbering Section 4.05(c) as (b), and (ii) adding
the following new paragraph to the end of Section 4.05(a) thereof:

            "Notwithstanding  any  provisions  of this  Article  IV to the
            contrary,  distributions scheduled to be made, or commence, as
            soon as  practicable  after a  particular  Determination  Date
            shall be made not later  than the last day of the Plan Year in
            which  the  distribution  event  occurs  which  triggers  such
            payment or, if later, by the fifteenth (15th) day of the third
            calendar month after the date of the  distribution  event.  If
            any  period  during  which  payments  are due to  commence  in
            respect to a  distribution  event  would span two Plan  Years,
            then the Participant (or surviving  Beneficiary) shall have no
            role or  influence  in  determining  in  which of the two Plan
            Years payment shall commence.  Payment shall not be considered
            in violation of the distribution timing provisions of the Plan
            if the  payment  is delayed  because  the  calculation  of the
            payment  amount  is not  administratively  practicable  due to
            events  beyond the  control of the  Participant  or  surviving
            Beneficiary,   or  for  any  other  reason   permitted   under
            applicable  regulations or Internal  Revenue Service  guidance
            under IRC Section 409A,  provided that the delayed  payment is
            made as  promptly  as  practicable  during the

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            first Plan Year thereafter for which the permitted  reason for
            such delay no longer applies."

      8.    Section 4.07,  Hardship  Distributions;  Cessation of Deferrals,  is
amended by adding the following new sentence to the end of that Section:

            "Notwithstanding  the foregoing,  on and after January 1, 2008
            Beneficiaries  shall not be permitted to petition for Hardship
            withdrawals  under this  Section  4.07.  In  addition,  in the
            Committee's   discretion,   hardship  distributions  or  other
            amounts  available  under  any  other  nonqualified   deferred
            compensation plan or any tax-qualified  retirement plan of the
            Company need not be considered in determining a  Participant's
            eligibility  for,  and the amount  of, a  Hardship  withdrawal
            under this Section,  in accordance  with  Treasury  Regulation
            Section 1.409A-3(i)3(ii)."

      9.    Section 4.09, Change in Control Distribution Election, is amended by
replacing Section 4.09(b) therein with the following new paragraph:

            (a)   If the Participant continues employment after the Change
                  in Control,  then his/her Deferred  Compensation  Amount
                  shall become 100% vested as of the date of the Change in
                  Control and:

                  (i)   shall  be  valued  and   distributed   as  elected
                        pursuant to Section 3.01(d) or (e) above, provided
                        that  a  single   lump  sum   payable  as  of  the
                        Determination   Date   coincident   with  or  next
                        following the date of such Change in Control shall
                        be the  default  form  of  distribution  unless  a
                        different form and time of  distribution  has been
                        elected; or

                  (ii)  if no Change in Central  distribution  election is
                        in effect  pursuant  to  Sections  3.01(d) and (e)
                        above,  shall be valued and  distributed  upon any
                        subsequent  distributable  event  as  provided  in
                        Article IV without regard to this Section 4.07."

      IN WITNESS WHEREOF, this First Amendment,  having been first duly adopted,
is hereby executed by a duly authorized officer on behalf of the Company on this
17th day of September, 2008.

                                                   PLAYBOY ENTERPRISES, INC.

                                                   By: /s/ Robert D.Campbell
                                                       ---------------------
                                                   Name: Robert D.Campbell
                                                   Its:  SVP, Treasurer

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