Exhibit 10.29



                                                                  EXECUTION COPY

                                    FIRST AMENDMENT, dated as of June 27, 2003
                           (this "AMENDMENT"), to the $950,000,000 TERM LOAN
                           AGREEMENT, dated as of May 20, 2002 (the "TERM LOAN
                           AGREEMENT"), among THE READER'S DIGEST ASSOCIATION,
                           INC., a Delaware corporation (the "COMPANY"), the
                           BORROWING SUBSIDIARIES party thereto (the "BORROWING
                           SUBSIDIARIES"), the LENDERS party thereto (the
                           "LENDERS") and JPMORGAN CHASE BANK, as administrative
                           agent (in such capacity, the "ADMINISTRATIVE AGENT")
                           and collateral agent (in such capacity, the
                           "COLLATERAL AGENT").

                                   WITNESSETH:

     WHEREAS,  pursuant to the Term Loan  Agreement,  the Lenders have agreed to
extend  credit to the Borrowers on the terms and subject to the  conditions  set
forth therein.

     WHEREAS,  the Company has requested that the Required Lenders amend certain
provisions of the Term Loan  Agreement as set forth in this  Amendment,  and the
Lenders  whose  signatures  appear  below,  constituting  at least the  Required
Lenders,  are willing to amend the Term Loan  Agreement on the terms and subject
to the conditions set forth herein.

     NOW, THEREFORE,  in consideration of the mutual agreements herein contained
and other good and valuable consideration,  the sufficiency and receipt of which
are hereby acknowledged, the parties hereto hereby agree as follows:

     SECTION 1. DEFINED TERMS.  Capitalized terms used but not otherwise defined
herein have the meanings assigned to them in the Term Loan Agreement.

     SECTION  2.  AMENDMENTS  TO  SECTION  1.01.  Section  1.01 of the Term Loan
Agreement is hereby amended as follows:

          (a) by deleting in their entirety the Tranche A Pricing Table and the
     Tranche B Pricing Table set forth in the definition of the term "Applicable
     Rate" and substituting the following therefor:


<PAGE>

                                                                               2

                            Tranche A Pricing Table

      Ratings                  Eurodollar Spread             ABR Spread

    (S&P/Moody's)
-------------------------- ------------------------- --------------------------

Level 1                             1.75%                      0.75%

higher than BBB-/Baa3
-------------------------- ------------------------- --------------------------

Level 2                             2.25%                      1.25%

BBB-/Baa3
-------------------------- -------------------------- -------------------------

Level 3                             2.75%                      1.75%

BB+/Ba1
-------------------------- -------------------------- -------------------------

Level 4                             3.00%                      2.00%

BB/Ba2
-------------------------- -------------------------- -------------------------

Level 5                             3.25%                      2.25%

lower than BB and Ba2
or unrated
-------------------------- --------------------------- ------------------------




                             Tranche B Pricing Table

      Ratings                  Eurodollar Spread             ABR Spread

    (S&P/Moody's)

-------------------------- ------------------------- --------------------------

Level 1                              2.75%                      1.75%

BB+/Ba1 or higher
-------------------------- ------------------------- --------------------------

Level 2                              3.00%                      2.00%

BB/Ba2
-------------------------- ------------------------- --------------------------

Level 3                              3.25%                      2.25%

lower than BB and Ba2
or unrated
-------------------------- ------------------------- --------------------------

          (b) by deleting in its entirety the definition of the term
     "Consolidated EBITDA" and substituting the following therefor:

                  "CONSOLIDATED EBITDA" means, for any period, Consolidated Net
         Income for such period plus, to the extent not otherwise included in
         such Consolidated Net Income, the sum (without duplication) of (a)
         income tax expense, (b) Interest Expense,


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                                                                               3

          (c)  depreciation  and  amortization,   (d)  non-recurring,   non-cash
          restructuring  charges and cash  restructuring  charges  identified in
          Schedule 1.01(a), (e) losses on the contemplated sale of the Company's
          subsidiary  gifts.com,  Inc., and extraordinary  losses,  (f) non-cash
          charges in respect of compensation paid to employees or members of the
          Board of  Directors  of the  Company in the form of equity  incentives
          (including,  but not limited to, stock options,  restricted  stock and
          deferred stock) and (g) the cumulative effect of changes in accounting
          principles,  minus, to the extent added in computing such Consolidated
          Net Income, the sum (without duplication) of (x) consolidated interest
          income,  (y)  extraordinary  gains  and (z) the  cumulative  effect of
          changes in accounting principles."

     SECTION 3. AMENDMENT TO SECTION  2.12(b).  Section 2.12(b) of the Term Loan
Agreement is hereby amended in its entirety to read as follows:

                  "(b) In the event and on each occasion that any Net Proceeds
         are received by or on behalf of the Company or any Subsidiary in
         respect of any Prepayment Event, the Company shall, on the Business Day
         immediately following the date on which such Net Proceeds are received,
         prepay Borrowings in an aggregate amount equal to 100% of such Net
         Proceeds. Notwithstanding the foregoing, if on the date a prepayment
         would be due under the preceding sentence the Ratings shall be at least
         BBB- and Baa3, in each case with a "stable" outlook, then (i) in the
         case of a Prepayment Event described in clause (a) or (b) of the
         definition of the term Prepayment Event, the reference to "100%" in the
         preceding sentence shall be deemed to be a reference to 50%, and (ii)
         in the case of a Prepayment Event described in clause (c) of the
         definition of the term Prepayment Event, no prepayment shall be
         required."

     SECTION 4. AMENDMENT TO SECTION  6.06(i).  Section 6.06(i) of the Term Loan
Agreement is hereby amended in its entirety to read as follows:

                  "(i) acquisitions of Equity Interests or assets for
         consideration with a value not greater than $25,000,000 during any
         fiscal year of the Company; PROVIDED that after June 30, 2004, any
         acquisition of Equity Interests or assets may be completed without
         regard to such limitation so long as (i) no Default shall have occurred
         and be continuing at the time of such acquisition, (ii) the Company
         shall have delivered to the Agents a certificate of a Financial Officer
         demonstrating pro forma compliance with the covenant set forth in
         Section 6.13 (but with each applicable ratio reduced by 0.25) and (iii)
         the Company shall have Ratings of at least BBB- and Baa3, in each case
         with stable outlook;"

     SECTION  5.  AMENDMENT  TO  SECTION  6.13.  Section  6.13 of the Term  Loan
Agreement is hereby amended in its entirety to read as follows:

                  "SECTION 6.13. CONSOLIDATED LEVERAGE RATIO. The Company will
         not permit the Consolidated Leverage Ratio as of any date during any
         period set forth below to be greater than the ratio set forth opposite
         such period:

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                                                                               4

                 Period                                      Ratio
                 ------                                      -----
        Effective Date through 9/30/02                     3.90:1.00
        10/1/02 through 3/31/03                            3.75:1.00
        4/1/03 through 6/30/03                             3.60:1.00
        7/1/03 through 9/30/03                             4.25:1.00
        10/1/03 through 6/30/04                            3.75:1.00
        7/1/04 through 9/30/04                             4.00:1.00
        10/1/04 through 12/31/04                           3.25:1.00
        1/1/05 through 3/31/05                             3.00:1.00
        4/1/05 through 9/30/05                             2.75:1.00
        10/1/05 and thereafter                             2.50:1.00"

     SECTION  6.  AMENDMENTS  TO  SECTION  6.15.  Section  6.15 of the Term Loan
Agreement is hereby amended in its entirety to read as follows:

                  "SECTION 6.15. CAPITAL EXPENDITURES. The Company will not
         permit Consolidated Capital Expenditures to exceed (i) $40,000,000
         during any fiscal year of the Company ending on or prior to June 30,
         2003, (ii) $30,000,000 during the fiscal year of the Company ending on
         June 30, 2004, or (iii) $40,000,000 during any fiscal year of the
         Company thereafter; PROVIDED that, notwithstanding the foregoing, an
         amount not greater than 50% of the scheduled amount available for
         capital expenditures in any given year but not used in such year may be
         used for capital expenditures in the next subsequent year only (it
         being agreed that the scheduled amount for any year will be deemed used
         before any amount carried over from a prior year)."

     SECTION 7.  AMENDMENTS  TO SECTION  10.12.  Section  10.12 of the Term Loan
Agreement is hereby  amended by inserting  the  following  sentence  immediately
after the final sentence of such Section:

                  "Notwithstanding anything herein to the contrary, the
         Borrower, each Lender and the Agent (and each employee, representative,
         or other agent of each of the foregoing parties) may disclose to any
         and all Persons without limitation of any kind, the U.S. tax treatment
         and U.S. tax structure of the transactions contemplated hereby and all
         materials of any kind (including opinions or other tax analyses) that
         are provided to any of the foregoing parties relating to such U.S. tax
         treatment and U.S. tax structure."

<PAGE>
                                                                               5

     SECTION 8.  AMENDMENTS TO SCHEDULE  1.01(a).  Schedule  1.01(a) to the Term
Loan Agreement is hereby replaced with Schedule 1.01(a) to this Amendment.

     SECTION 9. REPRESENTATIONS,  WARRANTIES AND AGREEMENTS.  The Company, as to
itself and each of its  Subsidiaries,  hereby  represents  and  warrants  to and
agrees with each Lender and the Administrative Agent that:

     (a) The  representations and warranties set forth in Article IV of the Term
Loan Agreement, as amended hereby, are true and correct in all material respects
on and as of the Amendment  Effective Date (as defined below),  and after giving
effect  to this  Amendment,  with the same  effect  as if made on and as of such
date, except to the extent such  representations and warranties expressly relate
to an earlier date.

     (b) This Amendment has been duly authorized,  executed and delivered by the
Company.  Each of this  Amendment and the Term Loan  Agreement as amended hereby
constitutes  a legal,  valid and  binding  obligation  of the  Company  and each
Borrowing  Subsidiary,  enforceable  against  the  Company  and  each  Borrowing
Subsidiary in accordance with its terms, except as enforceability may be limited
by (i) any  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
similar laws affecting the enforcement of creditors'  rights  generally and (ii)
general principles of equity.

     (c) As of the Amendment  Effective  Date (as defined  below),  after giving
effect to this Amendment, no Default has occurred and is continuing.

     SECTION 10.  CONDITIONS  TO  EFFECTIVENESS.  This  Amendment  shall  become
effective as of the date first above written (the  "AMENDMENT  EFFECTIVE  DATE")
upon satisfaction of the following conditions:

     (a)  The   Administrative   Agent  shall  have   received   duly   executed
          counterparts  hereof which,  when taken together,  bear the authorized
          signatures of the Company, the Borrowing Subsidiaries and the Required
          Lenders.

     (b)  The  Administrative  Agent  shall have  received  the  Amendment  Fees
          payable to the Lenders under Section 11 hereof.

     (c)  To the  extent  invoiced,  the  Administrative  Agent  shall have been
          reimbursed for all its reasonable  out of pocket  expenses,  including
          the reasonable fees, charges and disbursements of its counsel, related
          to this Amendment or the Term Loan Agreement.

     SECTION 11. AMENDMENT FEE. The Company agrees to pay to the  Administrative
Agent,  for the account of each Lender that shall have  executed and delivered a
copy of this Amendment to the Administrative  Agent (or its counsel) on or prior
to  12:00  noon,  New  York  City  time on  June  26,  2003,  an  amendment  fee
(collectively,  the "AMENDMENT FEES") equal to .25% of such Lender's outstanding
Loans as of the Amendment  Effective Date. The Amendment Fees will be payable in
immediately  available  funds on June 27, 2003;  PROVIDED that the Company shall
have no

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                                                                               6

liability for the Amendment Fees if this  Amendment  shall not have been
executed and delivered by the Required Lenders.

     SECTION 12. TERM LOAN AGREEMENT.  Except as specifically stated herein, the
Term Loan Agreement  shall continue in full force and effect in accordance  with
the  provisions  thereof.  As used  therein,  the terms  "Agreement",  "herein",
"hereunder",  "hereto",  "hereof" and words of similar import shall,  unless the
context otherwise requires, refer to the Term Loan Agreement as modified hereby.

     SECTION 13. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     SECTION 14.  COUNTERPARTS.  This Amendment may be executed in  counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original but all of which, when taken together, shall constitute a
single  instrument.  Delivery of an executed  counterpart of a signature page of
this Amendment by telecopy shall be effective as delivery of a manually executed
counterpart hereof.

     SECTION 15.  EXPENSES.  The Company  agrees to (a) pay all fees  separately
agreed to between  the  Company and the  Administrative  Agent  relating to this
Amendment  and  (b)  reimburse  the  Administrative  Agent  for  its  reasonable
out-of-pocket  expenses  in  connection  with  this  Amendment,   including  the
reasonable  fees,  charges and  disbursements  of  Cravath,  Swaine & Moore LLP,
counsel for the Administrative Agent.



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                                                                               7

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
date first above written.

                                  THE READER'S DIGEST ASSOCIATION, INC.,
                                     by:
                                          --------------------------------------
                                           Name:
                                           Title:

                                  BOOKS ARE FUN, LTD.,

                                     by:
                                          --------------------------------------
                                           Name:
                                           Title:

                                  QSP, INC.,

                                     by:
                                          --------------------------------------
                                           Name:
                                           Title:

                                  REIMAN MEDIA GROUP, INC.,

                                     by:
                                          --------------------------------------
                                           Name:
                                           Title:


                                  JPMORGAN CHASE BANK, individually and as
                                   Administrative Agent and Collateral Agent,

                                      by:
                                          --------------------------------------
                                           Name:
                                           Title:


<PAGE>

                                                               SIGNATURE PAGE to
                                   FIRST AMENDMENT, dated as of June  27,  2003,
                                   to THE READER'S DIGEST ASSOCIATION, INC.
                                   $950,000,000 TERM LOAN AGREEMENT






                  To approve the First Amendment to the Term Loan Agreement:


                  Name of Institution:
                                          --------------------------------------
                                   by:

                                          --------------------------------------
                                           Name:
                                           Title: