Exhibit 10.28

                            [RDA LETTERHEAD]






                                December 18, 2000


Mr. M. John Bohane
155 Michigan Road
New Canaan, CT   06840

Dear John:

      The Board of Directors (the "Board") of The Reader's  Digest  Association,
Inc. (the "Company" or "RDA") adopted an Executive  Retirement  Policy effective
October 1,  1992.  You are an  "Eligible  Employee"  within the  meaning of that
policy.  Accordingly,  you will be expected to retire from  employment  with the
Company as of January 31, 2001, the last day of the month in which you reach age
65, unless the Board  determines to waive the  application of that policy to you
upon the  recommendation  of the Company's  Chief  Executive  Officer.  You have
expressed a desire to continue your employment with RDA following that date, and
the  Company  is  desirous  of  continuing  your  employment,  subject to and in
accordance with the mutual understandings below:

1. Effective  January 31, 2001,  this letter  agreement  supersedes all previous
   oral or written  agreements  between you and the Company,  including  without
   limitation,  two letter  agreements dated as of September 8, 1997.  Effective
   January 31, 2001, all such prior agreements are null and void.

2. The Company's Chief  Executive  Officer shall recommend to the Board that the
   Board waive the  application  of the Executive  Retirement  Policy to you and
   otherwise  approve the terms of this letter  agreement,  provided you execute
   this letter  agreement  prior to the  regularly  scheduled  Board  meeting on
   January 12, 2001. Should the Board adopt that  recommendation and approve the
   terms of this  letter  agreement,  your  employment  with the  Company  shall
   continue as hereinafter provided.

3. You shall continue to receive your base salary of  ($510,000.00)  for so long
   as you are employed,  payable in the same manner as salary  payments are made
   to other  senior  executives  of the Company.  You remain  eligible for merit
   increases,  stock option grants and long-term incentive awards for so long as
   you are employed.

4. Should your  employment  cease during the fiscal year (ending June 30, 2001),
   under the Company's Senior  Management  Incentive Plan (the "SMIP") you shall
   receive no less than the same  percentage of your target bonus  ($320,000.00)
   as the percentage that fills the "corporate pool" (i.e., should the corporate
   pool fill at 150%, you shall receive no less than 150% of your target bonus).
   For subsequent  years, if any, that you remain  employed by the Company,  you
   shall be eligible to  participate  in the SMIP.  The amount of any such award
   shall be in the sole  discretion  of the  Company and shall be subject to the
   approval of the Company's Board or Compensation and Nominating Committee,  as
   provided under the SMIP.  Any payment under this  paragraph  shall be made at
   the time other payments are made to employees under those plans.

5.    You shall remain eligible to participate in the Company's FlexNet
   Program for so long as you are employed.

6. Upon  your  separation  from the  Company  for any  reason  you  shall not be
   eligible to receive any severance payments,  notwithstanding any other plans,
   policies or practices of the Company otherwise applicable to you.

7. You shall remain eligible to participate in the Company's health and welfare,
   401(k) and stock purchase plans,  all subject to and in accordance with their
   terms, for so long as you are employed by the Company.

8. You shall  participate in the Company's Income  Continuation  Plan for Senior
   Management  (or any  successor  plan) for so long as you are  employed by the
   Company.

9. This letter agreement shall be effective as of January 31, 2001, provided the
   Company's  Board acts in  accordance  with  paragraph  2 above.  This  letter
   agreement shall be governed by and interpreted in accordance with the laws of
   the State of New York  applicable  to contracts  executed in and to be wholly
   performed within that State. This letter agreement may be amended or modified
   only by a written agreement duly executed by both of the parties hereto.

10.This  letter is not  intended to be an  employment  contract.  The  Company's
   policy is that "all  employment  by the  Company  is at will and the  Company
   reserves  the right to  terminate  any  employee  at any time with or without
   cause." Accordingly,  although the Company has no present intention of ending
   your  employment,  the  Company  does not  commit  to  employing  you for any
   definite period of continued employment.

      Please indicate your agreement with the above by signing on the line below
and returning a copy to me for our files.


                                   THE READER'S DIGEST ASSOCIATION, INC.

                                           BY:/s/GARY RICH
                                           Gary Rich
                                           Senior Vice President,
                                           Human Resources


Accepted and Agreed to:

/S/M. JOHN BOHANE
M. John Bohane

Date: JANUARY 9, 2001