Exhibit 10.22(d)

                              SECOND AMENDMENT
                                   TO THE
                         PLAYBOY ENTERPRISES, INC.
                         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. 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. A new  subsection(e)  is added to  Section  3.01,  Participation,
effective as of December 31, 2008, to read as follows:

                  "e)   Notwithstanding  any  Plan  provision  to  the
                        contrary,  participation  in the Plan shall be
                        frozen  as  of  December   31,  2008  and  any
                        Employee 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."

            2. A new subsection (c) is added to Section 3.02, Deferral of Salary
and Incentive Award or Sales  Commission,  effective as of December 31, 2008, to
read as follows:

                  "c)   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
                        3.03(a)  and (b) below shall all be reduced

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                        to zero  percent (0%)  effective  for any Plan
                        Year that begins after December 31, 2008."

            3. A new subsection (d) is added to Section 3.06,  Company
Allocation; effective as of December 31, 2008, to read as follows:

                  "d)   Notwithstanding  any  Plan  provision  to  the
                        contrary,  no Company Allocation shall be made
                        or credited on behalf of any  Participant  for
                        any Plan Year that begins  after  December 31,
                        2008. Accordingly, no Company Allocation shall
                        be  made  or  credited  with  respect  to  any
                        Salary,  Incentive  Award or Sales  Commission
                        (or  attempted   deferral   thereof)  that  is
                        attributable to a Participant's service to the
                        Company during any such Plan Year."

            4. A new Section  4.12 is added to the Plan,  effective as
of December 10, 2008, to read as follows:

                  "4.12 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 4.12.  All  Participants  who have not
                        yet incurred a  distributable  event under any
                        of Sections 4.01,  4.02, 4.03 or 4.04 prior to
                        December  10, 2008 shall become 100% vested as
                        of that date and shall have the opportunity to
                        elect to  receive  a lump sum  payment  of the
                        entire vested  portion of their accounts 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 4.12, 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  4.12 shall  override  and
                        supersede  any  and  all  other   distribution
                        rights and elections then


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                        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
                        3.02(d) and not subject to Section 3.02(e)."

      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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