Exhibit 10.2

                                 FIRST AMENDMENT
                                     TO THE
                            PLAYBOY ENTERPRISES, INC.
                 BOARD OF DIRECTORS' DEFERRED COMPENSATION PLAN
                    (As Amended and Restated 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 January 1, 2005 (the "Plan"), for the
benefit of its non-employee directors;

      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 make certain
written amendments to the Plan in order to be compliant with Section 409A of the
Internal  Revenue Code of 1986, as amended ("Code Section 409A"),  and that such
written amendments,  pursuant to IRS Notice 2007-86, are permitted to be made at
any time on or before December 31, 2008;

      NOW,  THEREFORE,  the Plan is hereby  amended,  effective as of January 1,
2008, in the following  particulars in order to ensure it is compliant with Code
Section 409A in all regards:

      1.    The  definition  of  "Director  Fees" in Section  2.11 is amended by
rewriting the first sentence thereof to read as follows:

      " 'Director  Fees'  for  purposes of this Plan shall be the total of
      the Director's fees and other  remuneration for services rendered as
      a member of the Board of  Directors  during a Plan  Year,  including
      Retainer Fees, Meeting Fees and Committee Fees."

      2.    Clause  (b) of  Section  2.12 of the Plan is hereby  deleted  in its
entirety and replaced with the following:

      "(b) if there is no reporting of  transactions on the NYSE, the fair
      market value of a share of Common Stock as  determined  by the Board
      of  Directors  from time to time  acting in good faith  and,  in all
      instances,     in    compliance     with     Treasury     Regulation
      Section 1.409A-1(b)(5)(iv)(B)."

      3.    The  definition  of "Meeting  Fees" in Section  2.14 is rewritten to
read as follows:

      " 'Meeting Fees' means the  compensation  payable to a Director with
      regard to the  meetings of the Board of  Directors,  convening  as a
      whole, that he or she attends during a Plan Year."

      4.    Section 2.18 is amended by adding a second  sentence to the Section,
to read as follows:

      " 'Committee  Fees'  mean   the  portion  of  a  Director's   annual
      compensation  that is payable based on his or her assignment to, and
      service on, one or more committees of the Board of Directors."

      5.    Section 3.01, Eligibility and Participation,  is hereby rewritten to
read as follows:

<PAGE>

      "3.01  Eligibility  and  Participation.  A  Director  who  is not an
      employee  of the Company  may elect to  participate  actively in the
      Plan from year to year by filing an  Agreement  with the  Company as
      follows:

      (a)   In the initial year of  eligibility,  a Director who elects to
            participate  in the  Plan  must  file an  Agreement  with  the
            Company  within thirty (30) days from the date he or she first
            becomes a Director and prior to the  beginning of the calendar
            quarter  in  which  the  Director  Fees  to  be  deferred  are
            otherwise earned.  Notwithstanding the preceding  sentence,  a
            Director who is already eligible to participate in any similar
            type of deferred  compensation plan maintained by the Company,
            and which would be  aggregated  with this Plan for purposes of
            IRC Section 409A, shall not be eligible to participate in this
            Plan for the Plan  Year in which  he or she  first  becomes  a
            non-employee  Director but may elect to  participate as of the
            start of any  subsequent  Plan  Year.  For all Plan  Years for
            which the Director is eligible to  participate as of the first
            day of the Plan  Year,  in order to elect to  participate  for
            that Plan Year the Director  must file an  Agreement  with the
            Company  prior to the  beginning of the Plan Year in which the
            Director Fees to be deferred are otherwise earned.

      (b)   In the  Agreement  for  each  Plan  Year  the  Director  shall
            designate  what  portion,  if any,  of the  components  of the
            Director  Fees  shall be  deferred  for that Plan Year (or the
            portion  of such  Plan  Year for  which  the  Agreement  is in
            effect). All of the Meeting Fees and half of both the Retainer
            Fees and the  Committee  Fees are  payable to the  Director in
            Company  stock.  All  (100%) or none (0%) of that  portion  of
            those components of the Director Fee may be deferred under any
            year's Agreement. The other half of both the Retainer Fees and
            the  Committee  Fees  is  payable  in  cash  or  stock  at the
            Director's election. The Director may separately choose (i) to
            defer any  twenty-five  (25%) increment of the portion of such
            remaining  Fees that he or she  chooses  to have paid in cash,
            and (ii) to  defer  any  twenty-five  (25%)  increment  of the
            portion of such  remaining Fees that he or she chooses to have
            paid in stock,  by so  designating in his or her Agreement for
            the year.  In the  Agreement  for each Plan Year the  Director
            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 3.01(e)
            or (f) below.

      (c)   Each Agreement shall be irrevocable for the Plan Year to which
            it relates upon acceptance by the Company, except as otherwise
            permitted  under  this  Section  3.01  and  Article  IV  below
            provided the exercise of such exceptions would not violate IRC
            Section 409A or other  applicable law. A Director who does not
            file an Agreement  with respect to deferrals into the Plan for
            a given Plan Year shall not be  eligible  to  participate  for
            that Plan Year but may file an  Agreement  for any  subsequent
            Plan  Year  with  respect  to  deferrals   into  the  Plan  in
            accordance    with    Sections    3.01(a)   and   (b)   above.
            Notwithstanding  the  foregoing,  any amount still credited to
            the Deferred  Compensation Account of an eligible Director who
            was  previously  a  participant  in the  executives'  Deferred
            Compensation  Plan and not in pay status under that other plan
            will

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<PAGE>

            be  automatically  transferred  from that plan into this Plan,
            unless such  transfer is expressly  prohibited by the terms of
            such other plan,  whether or not such Director shall otherwise
            elect  to  make   deferral   contributions   hereunder.   Such
            transferred Account shall be subject to whatever  distribution
            rights  applied  to it as of the date of  transfer  under such
            other plan,  subject to any  subsequent  elections  under this
            Plan.

      (d)   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  telephone  process as such Committee may
            approve,   in  lieu  of  filing  hard  copy  paper  documents.
            Exceptions to the approved  election and filing  processes may
            be allowed by the  Administrative  Committee on a case by case
            basis considering the particular  circumstances and so long as
            permissible under Code Section 409A.

      (e)   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  3.01(e)  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  4.04(a),  and whether and in what form
            to  receive a Change in  Control  distribution  under  Section
            4.07,  regardless of any  conditions in Section  3.01(f) 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   3.01(e)  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.

      (f)   A Director may change the form of distribution (i.e., lump sum
            or installments), the period during which installments will be
            paid,  and the  timing of a  distribution,  as  previously  in
            effect  pursuant to any  election  made under  Section 3.01 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 3.01(d) 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 Director's

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            death 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 Director has elected to receive distribution
            of his or her Deferred  Compensation Accounts upon a Change in
            Control  pursuant to Section  3.01(b) or (e) above,  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 4.04 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 Director'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)."

      6.    Section 3.05,  Deferred  Compensation  Amount Investment  Option, is
amended by  replacing  the last two  sentences  of the middle  paragraph of that
Section with the following:

      "Notwithstanding  the  foregoing,   any  Director  Fees  which  were
      initially  payable to the Director in Company  stock shall be deemed
      to remain  invested  irrevocably  in the Playboy  Enterprises,  Inc.
      Common  Stock  Units  option  and the  Director  may not  direct any
      portion  thereof into any of the other  phantom  investment  options
      available  under  the  Plan.  A  Director's  Deferred   Compensation
      Accounts  attributable to deferred Director Fees that were initially
      elected to be  payable  in cash  shall be subject to the  Director's
      designated  phantom  investment  options  authorized by this Section
      3.05."

      7.    Section  4.04,  Method  and  Timing of  Distribution,  is amended by
adding the following new paragraph to the end of Section 4.04(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,  for
      distribution events arising on or after January 1, 2008, 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

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<PAGE>

      delayed payment is made as promptly as practicable  during the first
      Plan Year  thereafter for which the permitted  reason for such delay
      no longer applies."

      8.    Section  4.04(b) is hereby  deleted  in its  entirety,  and  Section
4.04(c) is hereby re-alphabetized as Section 4.04(b).

      9.    Section 4.06 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 a Hardship
      withdrawal under this Section 4.06."

      10.   Section  4.07(b) of the Plan is hereby  deleted in its  entirety and
replaced with the following:

            "(b)  If the Participant continues service as a Director after
                  the   Change   in   Control,   then   his/her   Deferred
                  Compensation Accounts:

                  (i)   shall  be  valued  and   distributed   as  elected
                        pursuant  to  Section  3.01(b),  (e) or (f) 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 Control  distribution  election is
                        in effect  pursuant to Sections  3.01(b),  (e) and
                        (f) 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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