Exhibit 10.52


    
       

      

         

         

        THE
          READER’S DIGEST ASSOCIATION, INC.

        READER’S
          DIGEST ROAD

        PLEASANTVILLE,
          NY 10570-7000

        


        


        


                                                April
          23,
          2001

        


        


        


        Albert
          L.
          Perruzza

        The
          Reader’s Digest Association, Inc.

        Reader’s
          Digest Road

        Pleasantville,
          NY 10570

        


        Dear
          Al:

        


        This
          letter (the “Agreement”) serves to confirm those payments and benefits that you
          will receive, subject to and in accordance with the terms and conditions
          of this
          Agreement in connection with a termination of your employment with The
          Reader’s
          Digest Association, Inc. (the “Company”).

         

        
          	
                  1.

                	
                  Termination
                    of Employment

                


        

         

        
          	
                  1.1

                	
                  The
                    Company may terminate your employment at any time, with or without
                    stated
                    reason. You shall receive the benefits provided hereunder upon
                    one of the
                    following terminations (each, a “Qualifying Termination”): (a) the
                    termination of your employment by you for Good Reason (as defined
                    in
                    Section 1.2), or (b) the termination of your employment by the
                    Company,
                    unless such termination is for Cause (as defined in Section 2.4)
                    or as a
                    result of Total Disability (as defined in the Company’s Long-Term
                    Disability Plan) or death. Any termination by you shall be communicated
                    by
                    written notice indicating the termination provision in this Agreement
                    relied upon, if any, and the date of termination; provided
                    that the date of termination shall in no event be earlier than
                    ten (10)
                    business days after the date on which such notice of termination
                    is
                    effective pursuant to Section 14.1 hereof (the “Date of
                    Termination”).

                


        

         

        
          	
                  1.2

                	
                  For
                    purposes of this Agreement, “Good Reason” shall mean the occurrence of
                    either of the following without your express written
                    consent:

                


        

         

        
          	 	
                  (a)

                	
                  a
                    reduction by the Company in your annual base salary or your annual
                    target
                    bonus opportunity under the Company’s Management
                    Incentive Compensation Plan or the Company’s Senior Management Incentive
                    Plan, as applicable (each, as applicable, the “Annual Incentive Plan”),
                    each as in effect on the date of this Agreement or as each may
                    be
                    increased from time to time, unless such reduction is part of
                    and
                    consistent with a management-wide or Company-wide cost cutting
                    program,
                    and then only if the percentage of your reduction is no greater
                    than that
                    of the other management personnel;
                    or

                


        

         


        
          
             

          

          
            -1-

            
              

            

          

          
             

          

        


        
          	 	
                  (b)

                	
                  a
                    relocation to an office located anywhere other than within seventy-five
                    (75) miles of your current primary office, except for required
                    travel on
                    Company business to an extent substantially consistent with your
                    then
                    current business travel
                    obligations.

                


        

         

        Mandatory
          retirement under the Company’s retirement policies shall not constitute a
          termination for Good Reason hereunder.

         

        
          	
                  1.3

                	
                  Any
                    termination of your employment by you for Good Reason shall be
                    made within
                    ninety (90) days after your knowledge of the occurrence of the
                    event
                    constituting Good Reason.

                


        

         

        
          	
                  2.

                	
                  Compensation
                    Upon Termination

                


        

         

        
          	
                  2.1

                	
                  If
                    your employment shall be terminated pursuant to a Qualifying
                    Termination,
                    you shall receive the following payments and benefits for the
                    one-year
                    period following the Date of Termination, if your grade level
                    is 19 or 20
                    (or the equivalent) as of your Date of Termination, and for the
                    two-year
                    period following the Date of Termination, if your grade level
                    is 21 or
                    above (or the equivalent) as of your Date of Termination (in
                    each case,
                    such period, as applicable, shall be referred to as the “Severance
                    Period”):

                


        

         

        
          	 	
                  (a)

                	
                  your
                    highest annual base salary in effect at any time during the 12-month
                    period immediately prior to the Date of Termination,
                    plus

                


        

         

        
          	 	
                  (b)

                	
                  the
                    higher of the following:

                


        

         

        
          	 	
                  (i)

                	
                  the
                    highest amount paid to you under the Annual Incentive Plan, during
                    the
                    three (3) plan years most recently ended prior to the Date of
                    Termination;
                    or

                


        

         

        
          	 	
                  (ii)

                	
                  your
                    annual target bonus award, if any, under the Annual Incentive
                    Plan for the
                    fiscal year in which the Date of Termination
                    occurs.

                


        

         


        
          
             

          

          
            -2-

            
              

            

          

          
             

          

        


        The
          aggregate amount of severance payable under this Section 2.1 shall be paid
          in
          equal installments on a bi-weekly basis, commencing upon the Date of
          Termination.

         

        
          	
                  2.2

                	
                  If
                    your employment shall be terminated pursuant to a Qualifying
                    Termination,
                    the Company shall maintain in full force and effect, for your
                    continued
                    benefit for the Severance Period, all medical, dental and group
                    life
                    insurance plans in which you participated immediately prior to
                    the Date of
                    Termination, provided that your continued participation is permissible
                    under the general terms and conditions of such welfare plans,
                    and that you
                    continue to make all required employee contributions under each
                    such plan;
                    provided,
                    that any amendment or termination of such plans during the Severance
                    Period with respect to the active employees may, in the Company’s
                    discretion, modify your continued benefit under such plans. In
                    the event
                    that your participation in any such welfare plan is barred or
                    in the event
                    that your participation in any such plan would have adverse consequences
                    for you, the Company shall provide you with benefits substantially
                    similar
                    to those which you would have been entitled to receive under
                    such welfare
                    plans had your participation not been barred or had you not potentially
                    suffered such adverse consequences. The continued coverage under
                    this
                    Section 2.2 shall apply to each of your eligible dependents who
                    are
                    participating in such welfare plans as of the Date of Termination,
                    unless
                    such dependents cease to remain eligible. Benefits under this
                    Section 2.2
                    shall cease if and to the extent, by virtue of your employment
                    with
                    another employer, you become eligible under another employer’s plan or
                    plans for medical, dental or group life insurance benefits, as
                    the case
                    may be. Your eligibility for “COBRA” continuation coverage under
                    Section 4980B of the Internal Revenue Code of 1986, as amended (the
                    “Code”) shall commence immediately following the end of the Severance
                    Period or upon the cessation of your medical benefits from the
                    Company
                    pursuant to the preceding sentence, as
                    applicable.

                


        

         

        
          	
                  2.3

                	
                  If
                    your employment shall be terminated pursuant to a Qualifying
                    Termination,
                    then you shall receive a lump sum payment within ten (10) business
                    days
                    following the Date of Termination equal to the product of (a) your
                    annual target bonus for the fiscal year in which your Date of
                    Termination
                    occurs and (b) a fraction, the numerator of which is the number of
                    days in the fiscal year in which the Date of Termination occurs
                    through
                    the Date of Termination and the denominator of which is
                    365.

                


        

         

        
          	
                  2.4

                	
                  If
                    your employment shall be terminated for Cause, the Company shall
                    pay you
                    your base salary earned through the Date of Termination, and
                    the Company
                    shall have no further obligations to you under this Agreement.
                    In
                    addition, if your employment shall be terminated for Cause and
                    you are a
                    participant in The Reader’s Digest Association, Inc. Executive Cash
                    Balance Plan (the “Executive Cash Balance Plan”) immediately prior to your
                    Date of Termination, you will not be entitled to and will forfeit
                    any
                    benefits under Executive Cash Balance Plan. For purposes of this
                    Agreement, “Cause” shall mean termination of your employment occurring by
                    reason of your: 

                


        

         

        
          	 	
                  (a)

                	
                  embezzlement;

                


        

         

        
          	 	
                  (b)

                	
                  chronic
                    unexcused absence;

                


        

         


        
          
             

          

          
            -3-

            
              

            

          

          
             

          

        


        
          	 	
                  (c)

                	
                  proven
                    dishonesty;

                


        

         

        
          	 	
                  (d)

                	
                  fraud;

                


        

         

        
          	 	
                  (e)

                	
                  conviction
                    of, or plea of guilty or nolo contendere
                    to, a felony or another charge involving moral turpitude;
                    

                


        

         

        
          	 	
                  (f)

                	
                  improper
                    communication of confidential information obtained in the course
                    of
                    employment; or

                


        

         

        
          	 	
                  (g)

                	
                  material
                    violation of Company rules, including but not limited to a material
                    violation of the Company’s Proprietary and Confidential Information Policy
                    or a material violation of the Company’s Ethical, Legal and Business
                    Conduct Policies or an action that would have constituted a material
                    violation of such Policy or Ethical, Legal and Business Conduct
                    Policies
                    if you had continued to be employed by the
                    Company.

                


        

         

        The
          determination of whether Cause has occurred shall be solely in the discretion
          of
          the Company’s Chief Executive Officer, with the advice of the Company’s Senior
          Vice President, Human Resources and the Company’s General Counsel.

         

        
          	
                  3.

                	
                  Long-Term
                    Incentive Plan Benefits

                


        

         

        
          	
                  3.1

                	
                  If
                    your employment shall be terminated pursuant to a Qualifying
                    Termination,
                    you shall have the right to exercise your outstanding stock options
                    and
                    stock appreciation rights under the Company’s 1989 and 1994 Key Employee
                    Long Term Incentive Plans or any successor plans (the “Long Term Incentive
                    Plans”) to the extent they are exercisable as of the Date of Termination.
                    Such stock options and stock appreciation rights shall remain
                    exercisable
                    following the Date of Termination pursuant to the terms of the
                    applicable
                    Long Term Incentive Plan and award
                    agreement.

                


        

         

        
          	
                  3.2

                	
                  If
                    your employment shall be terminated pursuant to a Qualifying
                    Termination,
                    your outstanding awards (other than stock options and stock appreciation
                    rights) under the Long Term Incentive Plans shall vest or be
                    forfeited
                    (and be payable, if not forfeited) upon or following the Date
                    of
                    Termination in accordance with the terms of the applicable Long
                    Term
                    Incentive Plan and award agreement.

                


        

         

        
          	
                  4.

                	
                  Pension
                    Benefits and Retiree Medical
                    Benefits

                


        

         

        
          	
                  4.1

                	
                  The
                    provisions of this Section 4 shall govern your benefits under
                    any of the
                    Nonqualified Plans (as defined in the next sentence) in which
                    you are a
                    participant immediately before a Qualifying Termination of your
                    employment, notwithstanding any provision to the contrary in
                    the
                    Nonqualified Plans. The “Nonqualified Plans” means The Readers Digest
                    Association, Inc. Executive Retirement Plan (the “Executive Retirement
                    Plan”), The Reader’s Digest Association, Inc. Executive Cash Balance Plan
                    (the “Executive Cash Balance Plan”) and the Excess Benefit Retirement Plan
                    of The Reader’s Digest Association, Inc. (the “Excess Cash Balance
                    Plan”).

                


        

         


        
          
             

          

          
            -4-

            
              

            

          

          
             

          

        


        


         

        
          	
                  4.2

                	
                  If
                    your employment shall be terminated pursuant to a Qualifying
                    Termination
                    and you are a participant in the Executive Retirement Plan immediately
                    before the Qualifying Termination, you shall be treated, for
                    purposes of
                    eligibility for and vesting of benefits (but not for purposes
                    of benefit
                    accrual) under the Executive Retirement Plan, as if you had remained
                    an
                    active employee during the Severance Period; however, if you
                    meet the
                    early retirement conditions under Section 4.2 of the Executive
                    Retirement
                    Plan, but do not receive the consent of the Compensation Committee
                    of the
                    Board, your accrued Normal Retirement Benefit (as defined in
                    the Executive
                    Retirement Plan) shall vest in
                    full.

                


        

         

        
          	
                  4.3

                	
                  If
                    your employment shall be terminated pursuant to a Qualifying
                    Termination
                    and you are a participant in the Excess Cash Balance Plan immediately
                    before the Qualifying Termination, your benefit under the Excess
                    Cash
                    Balance Plan shall be adjusted so that your combined benefits
                    under the
                    Excess Cash Balance Plan and The Reader's Digest Association,
                    Inc.
                    Retirement Plan (the “Qualified Retirement Plan”) are equal to the
                    benefits to which you would have been entitled if, for purposes
                    of
                    eligibility for and vesting of benefits (but not for purposes
                    of benefit
                    accrual), you were treated as if you had remained an active employee
                    of
                    the Company during the Severance
                    Period.

                


        

         

        
          	
                  4.4

                	
                  Notwithstanding
                    the foregoing, if your employment shall be terminated pursuant
                    to a
                    Qualifying Termination and you are then entitled to any retirement
                    benefits under any of the Nonqualified Plans, the Company shall
                    have the
                    right, in its sole discretion, to pay you such benefits in a
                    single lump
                    sum cash payment within ten (10) days after the end of your Severance
                    Period, such lump
                    sum amount to be calculated using the actuarial assumptions specified
                    in
                    the second paragraph of the definition of “Equivalent Actuarial Value”
                    under the Qualified Retirement Plan, as in effect at the time
                    of the
                    calculation.

                


        

         

        
          	
                  4.5

                	
                  Except
                    as specifically provided above, the time and form of payment
                    of any
                    retirement benefits to which you may be entitled under any Nonqualified
                    Plan shall be as provided in such Nonqualified Plan; provided
                    that if your employment shall be terminated pursuant to a Qualifying
                    Termination, in no event shall any such benefits be payable to
                    you during
                    the Severance Period.

                


        

         

        
          	
                  4.6

                	
                  If
                    your employment shall be terminated pursuant to a Qualifying
                    Termination
                    and you are a participant in the Executive Retirement Plan immediately
                    before the Qualifying Termination you shall be treated, for purposes
                    of
                    eligibility for any retiree medical benefits under the Executive
                    Retirement Plan, as if you had remained an active employee of
                    the Company
                    during the Severance Period. In the event that your participation
                    in such
                    retiree medical plan is barred, or if your participation in such
                    plan
                    would have adverse consequences for you, the Company shall provide
                    you
                    with benefits substantially similar to those which you would
                    have been
                    entitled to receive under such retiree medical plan had your
                    participation
                    not been barred or had you not suffered such adverse
                    consequences.

                


        

         


        
          
             

          

          
            -5-

            
              

            

          

          
             

          

        


        
          	
                  5.

                	
                  If
                    your employment shall be terminated pursuant to a Qualifying
                    Termination,
                    you shall be entitled to outplacement counseling services at
                    the Company’s
                    sole expense commensurate with your position as customarily provided
                    by
                    the Company. 

                


        

         

        
          	
                  6.

                	
                  Other
                    Severance Arrangements

                


        

         

        
          	
                  6.1

                	
                  This
                    Agreement constitutes the entire contract between the parties
                    relating to
                    the subject matter hereof and supersedes any and all prior agreements
                    or
                    understandings, written or oral, regarding the subject matter
                    hereof.

                


        

         

        
          	
                  6.2

                	
                  Severance
                    payments and benefits hereunder shall be in lieu of other severance
                    or
                    termination payments and benefits under any other severance plan,
                    policy,
                    agreement or arrangement of the Company or its affiliates or
                    under any
                    individual agreement, other than the 2001 Income Continuation
                    Plan or
                    Income Continuation Plan, in each case, if applicable. Any severance
                    payments and benefits under this Agreement shall be reduced by
                    the amount
                    of any payments and benefits payable to you under the Income
                    Continuation
                    Plan.

                


        

         

        
          	
                  7.

                	
                  The
                    payment of any amounts or benefits under this Agreement are expressly
                    conditioned on the receipt by the Company from you of a duly executed
                    General Waiver and Release of Claims in the form satisfactory
                    to the
                    Company, the repayment by you of any outstanding advances or
                    loans due the
                    Company and the return by you of all Company
                    property.

                


        

         

        
          	
                  8.

                	
                  Any
                    reference to a specific policy, plan or program in this Agreement
                    shall be
                    deemed to include any similar policy, plan or program of the
                    Company then
                    in effect that is the predecessor of, the successor to, or the
                    replacement
                    for, such specific policy, plan or
                    program.

                


        

         

        
          	
                  9.

                	
                  The
                    Company may withhold from any benefits payable under this Agreement
                    all
                    federal, state, local or other applicable taxes as shall be required
                    pursuant to any law or governmental regulation or
                    ruling.

                


        

         

        
          	
                  10.

                	
                  In
                    the event of your death while any amounts are still payable to
                    you under
                    this Agreement, the Company shall pay all such unpaid amounts
                    to your
                    designated beneficiary or, if none has been designated, to your
                    estate.

                


        

         

        
          	
                  11.

                	
                  You
                    acknowledge that (a) prior to executing this Agreement, you had
                    an
                    opportunity to consult with an attorney of your choosing and
                    review this
                    Agreement with such counsel, (b) you are executing this Agreement
                    knowingly and voluntarily and (c) you understand all of the terms
                    set
                    forth herein.

                


        

         


        
          
             

          

          
            -6-

            
              

            

          

          
             

          

        


        
          	
                  12.

                	
                  In
                    the event the Company terminates your employment for Cause and
                    you dispute
                    the Company’s right to do so or you claim that you are entitled to
                    terminate your employment for Good Reason and the Company disputes
                    your
                    right to do so, a mediator acceptable to you and the Company
                    will be
                    appointed within ten (10) days to assist in reaching a mutually
                    satisfactory resolution, but will have no authority to issue
                    a binding
                    decision. Such mediation must be concluded within sixty (60)
                    days of the
                    Date of Termination or claim to termination for Good Reason.
                    You agree
                    that you will not institute any legal proceeding relating to
                    the matter
                    until the conclusion of such
                    mediation.

                


        

         

        
          	
                  13.

                	
                  Acts
                    Detrimental to the Company

                


        

         

        
          	
                  13.1

                	
                  You
                    agree that you will not engage in any Detrimental Activity during
                    the
                    Severance Period.

                


        

         

        
          	 	
                  (a)

                	
                  For
                    purposes of this Agreement, Detrimental Activity shall mean:
                    (i) the
                    disclosure to anyone outside the Company or its affiliates, or
                    the use in
                    other than the Company’s or its affiliate’s business, without written
                    authorization from the Company, of any confidential information
                    or
                    proprietary information, relating to the business of the Company
                    or its
                    affiliates, acquired by you during employment with the Company
                    or its
                    affiliates; (ii) activity while employed that results, or if
                    known could
                    result, in termination of your employment that is classified
                    by the
                    Company as a termination for Cause as provided in Section 2.4
                    above; (iii)
                    any attempt, directly or indirectly, to solicit, induce or hire
                    (or the
                    identification for solicitation, inducement or hire) any non-clerical
                    employee of the Company or its affiliates to be employed by,
                    or to perform
                    services for, you or any person or entity with which you are
                    associated
                    (including, but not limited to, due to your employment by, consultancy
                    for, equity interest in, or creditor relationship with such person
                    or
                    entity) or any person or entity from which you receive direct
                    or indirect
                    compensation or fees as a result of such solicitation, inducement
                    or hire
                    (or the identification for solicitation, inducement or hire)
                    without, in
                    all cases, written authorization from the Company; (iv) any attempt,
                    directly or indirectly, to solicit in a competitive manner any
                    current or
                    prospective customer (other than the ultimate consumer) or advertiser
                    of
                    the Company or its affiliates without, in all cases, written
                    authorization
                    from the Company; (v) your Disparagement (as defined below),
                    or inducement
                    of others to do so, of the Company or its affiliates or their
                    past and
                    present officers, directors, employees or products; (vi) without
                    written
                    authorization from the Company, the rendering of services for
                    any
                    organization, or engaging, directly or indirectly, in any business,
                    which
                    is competitive with the Company or its affiliates, or which organization
                    or business, or the rendering of services to such organization
                    or
                    business, is otherwise prejudicial to or in conflict with the
                    interests of
                    the Company or its affiliates, provided,
                    however,
                    that the only organizations and businesses which shall be covered
                    by this
                    subsection (vi) shall be those set forth on Exhibit A hereto
                    (which list
                    may be changed or expanded by the Company at any time on 90 days’ written
                    notice to you which notice shall become effective 90 days after
                    the giving
                    of such notice, if you are then employed by the Company or any
                    Designated
                    Subsidiaries (as defined below)); or (vii) any other conduct
                    or act
                    determined by the Committee in its sole discretion, to be injurious,
                    detrimental or prejudicial to any interest of the Company or
                    its
                    affiliates. For purposes of subparagraphs (i), (iii), (iv) and
                    (vi) above,
                    the Chief Executive Officer, the most senior Human Resources
                    officer and
                    the most senior legal officer of the Company shall each have
                    authority to
                    provide you with written authorization to engage in the activities
                    contemplated thereby and no other person shall have authority
                    to provide
                    you with such authorization.

                


        

         


        
          
             

          

          
            -7-

            
              

            

          

          
             

          

        


        
          	 	
                  (b)

                	
                  “Disparagement”
                    includes, without limitation, comments or statements to the press,
                    the
                    Company’s or its affiliates’ employees or any individual or entity with
                    whom the Company or its affiliates has a business relationship
                    which would
                    adversely affect in any manner: (i) the conduct of the business
                    of the
                    Company or its affiliates (including, without limitation, any
                    products or
                    business plans or prospects), or (ii) the business reputation
                    of the
                    Company or its affiliates, or any of their products, or their
                    past or
                    present officers, directors or
                    employees.

                


        

         

        
          	 	
                  (c)

                	
                  “Designated
                    Subsidiary” shall mean one of such subsidiaries of the Company, 80 percent
                    or more of the voting capital stock of which is owned, directly
                    or
                    indirectly, by the Company, which are designated from time to
                    time by the
                    Board.

                


        

         

        


        
          	
                  13.2

                	
                  In
                    the event you engage in a Detrimental Activity prior to, or during
                    the one
                    (1) year period following the payment of any amount hereunder,
                    the Company
                    shall be entitled to (a) not make any such payment otherwise
                    required to
                    be made hereunder following the Company's knowledge of your Detrimental
                    Activity and (b) recover from you at any time within two (2)
                    years after
                    any payment made hereunder prior to the Company's knowledge of
                    your
                    Detrimental Activity, and you shall pay over to the Company,
                    the full
                    amount of any such payment made, and the Company shall be entitled
                    to
                    set-off against the amount of any such payment any amount owed
                    to you by
                    the Company or its affiliates. Furthermore, if you do not pay
                    over to the
                    Company within twenty (20) days of demand any payment hereunder,
                    such
                    amount shall thereafter bear interest at the maximum rate permitted
                    by law
                    and you shall be liable for all of the Company's costs of collection,
                    including but not limited to, reasonable legal
                    fees.

                


        

         

        
          	
                  13.3

                	
                  In
                    addition, you agree that any breach or threatened breach of Section
                    13.1
                    shall entitle the Company to apply for and to obtain injunctive
                    relief,
                    which shall be in addition to any and all other rights and remedies
                    available to the Company at law or in
                    equity.

                


        

         

        
          	
                  13.4

                	
                  All
                    of your rights and benefits under this Agreement shall cease
                    upon any
                    breach by you of Section 13.1 of this
                    Agreement.

                


        

         

        
          	
                  14.

                	
                  Miscellaneous

                


        

         

        
          	
                  14.1

                	
                  Notices
                    and other communications provided for herein shall be in writing
                    and shall
                    be effective upon delivery addressed as
                    follows:

                


        

         

        if
          to the
          Company:

         

        The
          Reader’s Digest Association, Inc.

        Reader’s
          Digest Road

        Pleasantville,
          NY 10570-7000

        Attention:
          Senior Vice President, Human Resources

         

        with
          a
          copy to:

         

        The
          Reader’s Digest Association, Inc.

        Reader’s
          Digest Road

        Pleasantville,
          NY 10570-7000

        Attention:
          General Counsel

         

        or
          if to
          you, at the address set forth above, or to such other address as to which
          either
          party shall give notice in accordance with the foregoing.

         


        
          
             

          

          
            -8-

            
              

            

          

          
             

          

        


        
          	
                  14.2

                	
                  This
                    Agreement shall be binding upon and shall inure to the benefit
                    of the
                    parties hereto and their respective successors and assigns; provided,
                    however,
                    that this Agreement may not be assigned by either party without
                    the
                    consent of the other party. 

                


        

         

        
          	
                  14.3

                	
                  Any
                    provision of this Agreement that is prohibited or unenforceable
                    in any
                    jurisdiction shall, as to such jurisdiction, be ineffective to
                    the extent
                    of such prohibition or unenforceability without invalidating
                    the remaining
                    provisions of this Agreement or affecting the validity or enforceability
                    of such provision in any other
                    jurisdiction.

                


        

         

        
          	
                  14.4

                	
                  This
                    Agreement may be amended or modified only by a written agreement
                    duly
                    executed by both of the parties
                    hereto.

                


        

         

        
          	
                  14.5

                	
                  This
                    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. The parties hereby agree and consent to exclusive jurisdiction
                    of
                    any dispute under this Agreement in the federal or state courts
                    of
                    Westchester County in New York State.


                


        

      

       

       

      
        	 	
                Very
                  truly yours,

                 

              	 
	 	
                The
                  Reader’s Digest Association, Inc.

                 

              	 
	 	
                By: /s/
                  Gary S Rich  

                        Name: 
                  Gary S. Rich

                      
Title:    
                  Senior Vice President, 

                        
                  Human Resources

              	 
	
                Agreed
                  to and accepted as of May 14, 2001

                 

              	 	 
	
                By: 
                  /s/ Albert L. Perruzza  

                      
                  Name:  Albert L. Perruzza

                      
Title:   
                  Senior Vice President,

                       
                  Global Operations

              	 	 


      

      


       


      
        
           

        

        
          -9-