PLAYBOY ENTERPRISES INC
THIRD AMENDMENT TO THE PLAYBOY ENTERPRISES, INC.
<DOCUMENT>
<TYPE>EX-10.22(I)
<SEQUENCE>8
<FILENAME>d76389_ex1022-i.txt
<DESCRIPTION>THIRD AMENDMENT TO THE PLAYBOY ENTERPRISES, INC.
<TEXT>
                                                                Exhibit 10.22(i)

                                 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:

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

<PAGE>

            "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."


                                      -2-
<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


                                      -3-
</TEXT>
</DOCUMENT>
