Exhibit 10.22(e)

                                 THIRD 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
twice thereafter (the "Plan"); and

      WHEREAS, Sections 7.01 and 7.02 of the Plan reserve to the Company's Board
of Directors  (the "Board") the authority to amend and terminate the Plan at any
time; and

      WHEREAS, the Board has determined that the Plan shall be terminated (i) if
the Company's Deferred Compensation Plan for executives is terminated or (ii) if
enough  Participants elect to receive  transition  distributions in January 2009
under  new  Section  4.11 of the  Plan so that  at  least  66 2/3% of the  total
benefits  accrued  through  December 31, 2008 will have been paid out after such
January 2009 distributions are completed, because so few assets and Participants
would  remain in the Plan and the costs of  maintaining  the Plan for such small
numbers cannot be justified; and

      WHEREAS,   the  Board  desires  that  the  Plan  be  terminated   (if  the
preconditions  for  termination  are met) in a manner that permits all remaining
benefits  to be  distributed  during  the  thirteenth  month  after the  actions
authorizing   the  Plan   termination   take   place   without   violating   the
anti-acceleration prohibition under Section 409A of the Internal Revenue Code of
1986, as amended;

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

<PAGE>

      1. The following new paragraphs are added to Section 7.02, Company's Right
to Terminate:

                  "Notwithstanding  any  Plan  provisions  to the  contrary,  if
            sufficient Participant distribution elections are made under Section
            4.11 so that, after such January,  2009 distributions are completed,
            no more than 33 1/3% of all  vested  benefits  would  remain  unpaid
            under the Plan,  then the Plan shall be  terminated  effective as of
            the last day of the distribution  election period under Section 4.11
            (December  23,  2008),  in  accordance  with the  provisions of this
            Section 7.02. Alternatively,  if the Company terminates its Deferred
            Compensation   Plan  for   executives  due  to  a  similar  lack  of
            participant interest,  then this Plan also shall be terminated as if
            the conditions of the preceding sentence were satisfied,  regardless
            of whether  such  conditions  were  actually  met. If the  preceding
            conditions  are not met,  then the Plan shall not  terminate and the
            following provisions of this Section 7.02 shall be null and void.

                  All distribution  events occurring after the December 23, 2008
            Plan  termination  date  shall  not  give  rise to any  distribution
            rights. The only distributions payable under the Plan after the Plan
            termination date shall be (i) Plan termination  distributions  under
            this Section  7.02;  (ii)  distributions  which are in pay status or
            already  scheduled  as of the Plan  termination  date due to a prior
            distribution   event  under  Sections  4.01,  4.02  or  4.03;  (iii)
            transition  distributions  elected  under  Section  4.11;  and  (iv)
            hardship  distributions made in accordance with Section 4.06. Except
            for the foregoing removal of distribution events from the terminated
            Plan,  Participants  shall  continue  to have all  other  rights  of
            Participants under the Plan until their benefit has been fully paid.

                  Distributions  triggered solely by the Plan termination  shall
            be paid in a lump sum during the thirty  (30) day period  commencing
            with  the  one-year   anniversary  of  the  Plan  termination  date.
            Participants  shall not be allowed any influence  regarding in which
            calendar  year  this  payment  is  made;  the  timing  of such  Plan
            termination  payments shall be determined in the sole  discretion of
            the  Company.  Any  benefit  that  is in  pay  status  or  otherwise
            scheduled for payment after that thirty (30) day distribution period
            shall  be  accelerated  and paid in a single  lump sum  during  that
            thirty (30) day  distribution  period the same as a Plan termination
            distribution.

                  This Plan  termination  shall be  administered so as to comply
            with  Treasury  Regulation  ss.1.409A-3(j)(4)(ix)(C)  and  any  Plan
            provision not  consistent  with that intent shall be  disregarded or
            conformed in  operation,  in the  discretion  of the  Administrative
            Committee,  to ensure  compliance with such Regulation.  The Company
            reserves  the right to further  amend the Plan,  even after the Plan
            termination  date, to facilitate the Plan  termination,  to maintain
            compliance  with Code  Section  409A or for any other  purpose.  The
            Company  agrees to terminate  all other  similar  plans,  and not to
            adopt any similar replacement plan for at least the next three years
            after  adoption of this Plan  termination  amendment,  as and to the
            extent required by the aforesaid Treasury Regulation."

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<PAGE>

            2. The first sentence of Section 8.10,  Deferred  Compensation  Plan
            Trust,  is hereby  rewritten,  effective as of the Plan  termination
            date  (but  only if the Plan is  terminated  hereunder),  to read as
            follows:

                  "The Company may  establish a Trust and designate the trustee,
            and shall comply with the terms of the Trust."

      IN WITNESS  WHEREOF,  this Third Amendment,  having been duly adopted,  is
hereby executed below 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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