Exhibit 10.17     THE READERS
DIGEST ASSOCIATION, INC. READERS DIGEST ROAD PLEASANTVILLE, NY  10570-7000  MARY G. BERNER
  
  TELEPHONE: (914)
  244-5105President and CEO
  
  FAX: (914) 244-7555mary_berner@rd.com  The
Readers Digest Association, Inc. TERMS
AND CONDITIONS LONG-TERM
INCENTIVE PLAN AWARD (Fiscal Year 2008-2009)  1.LTIP
Award.  Effective as of August 13,
2007 (the Grant Date), «Name»
is hereby granted a Long-Term Incentive Plan award (the LTIP Award).  The LTIP Award represents an unfunded,
unsecured promise by The Readers Digest Association, Inc. (Readers
Digest) to deliver to you, subject to these Terms and Conditions, an amount in
cash equal to the Vesting Date Value (as defined below) of the LTIP Award.  The granting of the LTIP Award does not
involve an actual transfer of property on the Grant Date or at any time prior
to the payment of cash to you in accordance with these Terms and Conditions.  2.Definitions.  (a)Cause. Cause means
insubordination, dishonesty, moral turpitude, other significant misconduct of
any kind, conviction of (or pleading guilty or nolo  contendere
to) a crime, or a significant violation of any rules, policies, procedures or
guidelines of Readers Digest or its affiliates, or refusal to perform normal
duties and responsibilities (for any reason other than illness or incapacity)
which, in any case, Readers Digest reasonably classifies as a termination for
Cause.  The determination of whether Cause
has occurred shall be solely in the discretion of the Chief Executive Officer
of Readers Digest, with the advice of the most senior Human Resources officer
of Readers Digest and the most senior legal officer of Readers Digest.  (b)Disability.  Disability means total disability as
defined in the Readers Digest Healthcare Program (or an equivalent plan, as
determined in the sole discretion of the Readers Digests Compensation
Committee (the Committee)).  (c)Performance
Goals. The LTIP Award is subject to the Performance
Goals set forth on Schedule 1.


(d)Performance
Period.  The LTIP Award relates to the
Performance Period set forth on Schedule 1.  (e)Retirement.  Retirement means your termination of your
employment on or after age 55 after at least 10 years of employment by Readers
Digest and its affiliates and on or following July 1, 2008.  (f)Target
Value.  The Target Value of the LTIP
Award shall be the Vesting Date Value of the LTIP Award payable to you, subject
to these Terms and Conditions, if the Performance Goals are met at the 100% level.  The Target Value of the LTIP Award is $«M_0809_Target».  (f)Vesting
Date Value.  The Vesting
Date Value of the LTIP Award shall be the value determined pursuant to the
performance scale set forth on Schedule 1. 
As shown on Schedule 1, the maximum Vesting Date Value is $«M_0809_Maximum».  3.Restrictions.  The LTIP Award is granted to you subject to
the following restrictions (the Restrictions).  (a)Payment.  Subject to Section 4(b), the LTIP Award
shall be paid in cash only after and to the extent that the Performance Goals
are achieved, as certified by the Committee in its sole discretion.  (b)Forfeiture.  The LTIP Award may be forfeited by you upon
the termination of your employment prior to the Regular Vesting Date (as
defined below), as set forth in Paragraph 5.  4.Conditions
for Lapse of Restrictions (Vesting) and Payment of LTIP Award.  (a)Vesting.  Subject to Paragraph 5, the LTIP Award shall
vest on June 30, 2009 (the Regular Vesting Date).  (b)Payment.  After the end of the Performance Period, the
Committee shall certify, in its sole discretion, the extent to which the
Performance Goals have been attained.  On
or about December 31, 2009, but in any event prior to January 15,
2010, the Vesting Date Value of the LTIP Award (based on the extent to which
the Performance Goals have been attained) shall be paid to you.  5Termination
of Employment.  (a)General.Notwithstanding any
provision to the contrary set forth in any prior contract, agreement, plan or
policy (including, but not limited to any provision calling for payment by
Readers Digest of the value of any benefits that cannot be paid under the
existing or amended terms of any such contract, agreement, plan or policy), if
your employment with Readers Digest and its subsidiaries is terminated prior
to the Regular Vesting Date for any reason other than termination by Readers
Digest or one of its subsidiaries without Cause or your death, Disability or
Retirement, the LTIP Award shall be forfeited and canceled by Readers Digest,
and shall be deemed not to have any value. 
Transfers


withinor between Readers Digest
and its subsidiaries shall not be considered a termination of employment for
purposes of this Paragraph 5(a).  (b)Involuntary
Termination, Death or Disability.If your employment with Readers
Digest and its subsidiaries is terminated prior to the Regular Vesting Date by
Readers Digest or any of its subsidiaries without Cause, or if you die or
become Disabled, the LTIP Award shall immediately
vest.  Promptly following any such
termination of your employment, death or Disability, but in no event later than
60 days following such event, an amount equal to the product of (i) the
Target Value of the LTIP Award and (ii) the quotient of (A) the
number of full months in the Performance Period prior to such termination of
employment and (B) 24, shall be paid to you.  (c)Retirement.If your employment with Readers Digest and
its subsidiaries is terminated prior to the Regular Vesting Date by reason of
your Retirement, the LTIP Award shall remain outstanding through the end of the
Performance Period, and an amount equal to the product of (i) the Vesting
Date Value of the LTIP Award (based on the extent to which the Performance
Goals have been attained) and (ii) the quotient of (A) the number of
full months in the Performance Period prior to your Retirement and (B) 24
shall be paid to you at the same time as the Vesting Date Value would have been
payable to you pursuant to Paragraph 4 had you remained employed through the
Regular Vesting Date.  6.Tax
Withholding.  In order to
satisfy any tax withholding obligation that is applicable with respect to the
LTIP Award, including any U.S., non-U.S. or social insurance tax withholding
obligation, Readers Digest is authorized to deduct the amount of the tax
withholding obligation from the amount payable to you.  7.Miscellaneous.  (a)The granting of
the LTIP Award does not confer upon you any right to continue in the employ of
Readers Digest or any of its subsidiaries or affiliates.  (b)You may not
anticipate, alienate, attach, sell, assign, pledge, encumber, charge or
otherwise transfer the LTIP Award.  (c)TheLTIP Award does not entitle you to
any benefit other than the benefits specifically and expressly granted
hereunder.  The LTIP Award is
unfunded and is payable from the general assets of Readers Digest.  Any benefits granted under the LTIP Award are
not part of your ordinary salary for any purpose, including, without
limitation, calculating any benefits, severance, redundancy, termination or
resignation or similar payments.  (d)The Committee
may amend these Terms and Conditions as necessary or appropriate to comply with
applicable laws and regulations or otherwise. 
The Committee may make adjustments in the Performance Goals in
recognition of unusual or nonrecurring events affecting Readers Digest or any
of its affiliates or the financial statements of Readers Digest or any of its
affiliates, and/or make adjustments in payment amounts as a result of its
assessment of the quality of the EBITDA that constitutes the Performance Goals.


(e)These Terms and Conditions
shall be governed by the laws of the State of New York, excluding any conflict
of laws or choice of law rule or principle that might otherwise refer
construction or interpretation of these Terms and Conditions to the substantive
law of another jurisdiction.  You are
deemed to submit to the exclusive jurisdiction and venue of the federal or
state courts of New York, County of Westchester, to resolve any and all issues
that may arise out of or relate to these Terms and Conditions.  Kindly signify your
acceptance of this Long Term Incentive Award by signing and dating this letter
below and returning it within 30 days.   Mary G. BernerChief Executive OfficerAccepted:Signature
  
  Date


THE READERS
DIGEST ASSOCIATION, INC. READERS DIGEST ROAD PLEASANTVILLE, NY  10570-7000  MARY G. BERNER
  
  TELEPHONE: (914)
  244-5105President and CEO
  
  FAX: (914) 244-7555mary_berner@rd.com  The
Readers Digest Association, Inc. TERMS
AND CONDITIONS LONG-TERM
INCENTIVE PLAN AWARD (Fiscal Year 2008-2010)  1.LTIP
Award.  Effective as of August 13,
2007 (the Grant Date), [NAME] is
hereby granted a Long-Term Incentive Plan award (the LTIP Award).  The LTIP Award represents an unfunded,
unsecured promise by The Readers Digest Association, Inc. (Readers
Digest) to deliver to you, subject to these Terms and Conditions, an amount in
cash equal to the Vesting Date Value (as defined below) of the LTIP Award.  The granting of the LTIP Award does not
involve an actual transfer of property on the Grant Date or at any time prior
to the payment of cash to you in accordance with these Terms and Conditions.  2.Definitions.  (a)Cause. Cause means insubordination,
dishonesty, moral turpitude, other significant misconduct of any kind,
conviction of (or pleading guilty or nolo  contendere to) a crime,
or a significant violation of any rules, policies, procedures or guidelines of
Readers Digest or its affiliates, or refusal to perform normal duties and
responsibilities (for any reason other than illness or incapacity) which, in
any case, Readers Digest reasonably classifies as a termination for
Cause.  The determination of whether Cause
has occurred shall be solely in the discretion of the Chief Executive Officer
of Readers Digest, with the advice of the most senior Human Resources officer
of Readers Digest and the most senior legal officer of Readers Digest.  (b)Disability.  Disability means total disability as
defined in the Readers Digest Healthcare Program (or an equivalent plan, as
determined in the sole discretion of the Readers Digests Compensation
Committee (the Committee)).


(c)Performance
Goals. The LTIP Award is subject to the Performance
Goals set forth on Schedule 1.  (d)Performance
Period.  The LTIP Award relates to the
Performance Period set forth on Schedule 1.  (e)Retirement.  Retirement means your termination of your
employment on or after age 55 after at least 10 years of employment by Readers
Digest and its affiliates and on or following July 1, 2008.  (f)Target
Value.  The Target Value of the LTIP
Award shall be the Vesting Date Value of the LTIP Award payable to you, subject
to these Terms and Conditions, if the Performance Goals are met at the 100%
level.  The Target Value of the LTIP
Award is $[].  (f)Vesting
Date Value.  The Vesting
Date Value of the LTIP Award shall be the value determined pursuant to the
performance scale set forth on Schedule 1. 
As shown on Schedule 1, the maximum Vesting Date Value is $[].  3.Restrictions.  The LTIP Award is granted to you subject to
the following restrictions (the Restrictions).  (a)Payment.  Subject to Section 4(b), the LTIP Award
shall be paid in cash only after and to the extent that the Performance Goals
are achieved, as certified by the Committee in its sole discretion.  (b)Forfeiture.  The LTIP Award may be forfeited by you upon
the termination of your employment prior to the Regular Vesting Date (as
defined below), as set forth in Paragraph 5.  4.Conditions
for Lapse of Restrictions (Vesting) and Payment of LTIP Award.  (a)Vesting.  Subject to Paragraph 5, the LTIP Award shall
vest on June 30, 2010 (the Regular Vesting Date).  (b)Payment.  After the end of the Performance Period, the
Committee shall certify, in its sole discretion, the extent to which the
Performance Goals have been attained.  On
or about December 31, 2010, but in any event prior to January 15,
2011, the Vesting Date Value of the LTIP Award (based on the extent to which
the Performance Goals have been attained) shall be paid to you.  5Termination
of Employment.  (a)General.Notwithstanding any
provision to the contrary set forth in any prior contract, agreement, plan or
policy (including, but not limited toany provision calling for payment by
Readers Digest of the value of any benefits that cannot be paid under the
existing or amended terms of any such contract, agreement, plan or policy), if
your employment with Readers Digest and its subsidiaries is terminated prior
to the Regular Vesting Date for any reason other than termination by Readers
Digest or one of its subsidiaries without Cause or your death, Disability or
Retirement, the LTIP Award shall be forfeited and canceled


byReaders Digest, and shall
be deemed not to have any value. 
Transfers within or between Readers Digest and its subsidiaries shall
not be considered a termination of employment for purposes of this Paragraph
5(a).  (b)Involuntary
Termination, Death or Disability.If your employment with Readers
Digest and its subsidiaries is terminated prior to the Regular Vesting Date by
Readers Digest or any of its subsidiaries without Cause, or if you die or
become Disabled, the LTIP Award shall immediately
vest.  Promptly following any such
termination of your employment, death or Disability, but in no event later than
60 days following such event, an amount equal to the product of (i) the
Target Value of the LTIP Award and (ii) the quotient of (A) the
number of full months in the Performance Period prior to such termination of
employment and (B) 36, shall be paid to you.  (c)Retirement.If your employment with Readers Digest and
its subsidiaries is terminated prior to the Regular Vesting Date by reason of
your Retirement, the LTIP Award shall remain outstanding through the end of the
Performance Period, and an amount equal to the product of (i) the Vesting
Date Value of the LTIP Award (based on the extent to which the Performance
Goals have been attained) and (ii) the quotient of (A) the number of
full months in the Performance Period prior to your Retirement and (B) 36
shall be paid to you at the same time as the Vesting Date Value would have been
payable to you pursuant to Paragraph 4 had you remained employed through the
Regular Vesting Date.  6.Tax
Withholding.  In order to
satisfy any tax withholding obligation that is applicable with respect to the
LTIP Award, including any U.S., non-U.S. or social insurance tax withholding
obligation, Readers Digest is authorized to deduct the amount of the tax
withholding obligation from the amount payable to you.  7.Miscellaneous.  (a)The granting of
the LTIP Award does not confer upon you any right to continue in the employ of
Readers Digest or any of its subsidiaries or affiliates.  (b)You may not
anticipate, alienate, attach, sell, assign, pledge, encumber, charge or
otherwise transfer the LTIP Award.  (c)TheLTIP Award does not entitle you to
any benefit other than the benefits specifically and expressly granted
hereunder.  The LTIP Award is
unfunded and is payable from the general assets of Readers Digest.  Any benefits granted under the LTIP Award are
not part of your ordinary salary for any purpose, including, without
limitation, calculating any benefits, severance, redundancy, termination or
resignation or similar payments.  (d)The Committee
may amend these Terms and Conditions as necessary or appropriate to comply with
applicable laws and regulations or otherwise. 
The Committee may make adjustments in the Performance Goals in
recognition of unusual or nonrecurring events affecting Readers Digest or any
of its affiliates or the financial statements of Readers Digest or any of its
affiliates, and/or make adjustments in payment amounts as a result of its
assessment of the quality of the EBITDA that constitutes the Performance Goals.


(e)These Terms and
Conditions shall be governed by the laws of the State of New York, excluding
any conflict of laws or choice of law rule or principle that might
otherwise refer construction or interpretation of these Terms and Conditions to
the substantive law of another jurisdiction. 
You are deemed to submit to the exclusive jurisdiction and venue of the
federal or state courts of New York, County of Westchester, to resolve any and
all issues that may arise out of or relate to these Terms and Conditions.  Kindly signify your
acceptance of this Long Term Incentive Award by signing and dating this letter
below and returning it to Edie OReilly, Director Compensation within 30 days
from the date hereof.   Mary G. BernerChief Executive OfficerAccepted:Signature
  
  Date