Exhibit 10.4  EXECUTION VERSION  MANAGEMENT SERVICES AGREEMENT  MANAGEMENT
SERVICES AGREEMENT dated as of January 23, 2007 (thisAgreement), by and among
Ripplewood Holdings L.L.C., a limited liability company organized under the
laws of the State of Delaware (Ripplewood),GoldenTree Asset Management,
LP, a limited partnership organized under the laws of the State of Delaware (GoldenTree), J. Rothschild Group (Guernsey) Ltd., a
company organized under the laws of Guernsey, Channel Islands (Rothschild and, together with Ripplewood and
GoldenTree, the Service
Providers), RDA Holding
Co., a corporation organized under the laws of the State of Delaware (Parent).
Capitalized terms used herein but not otherwise defined shall have the meanings
ascribed to such terms in the Stockholders Agreement (as defined below).  WHEREAS,
the Parent desires the Service Providers to provide management advisory
services and other services and the Service Providers desire to render such
services to Parent and its subsidiaries (which shall include The Readers
Digest Association, Inc. (theCompany)) in
consideration for a management fee and other compensation as hereinafter
specified; and  WHEREAS,
the Service Providers (or their respective Affiliates) and Parent are parties
to the Stockholders Agreement, dated as of January 23, 2007 (theStockholders Agreement), in respect of Parent;  NOW,
THEREFORE, in consideration of the mutual agreements set forth herein, the
parties agree as follows:  1.Management Services. Parent hereby engages the Service Providers
to provide management advisory services to Parent and its subsidiaries, as
requested by Parent, which services shall include, without limitation, (i) recommending,
structuring and identifying sources of capital, (ii) monitoring,
evaluating and making recommendations regarding potential acquisitions and (iii) analyzing
the Companys operations, historical performance and future prospects, in
connection with financial and strategic corporate planning and other management
services as Parent and the Service Providers shall mutually agree
(collectively, the Management
Services). In consideration
of the Management Services, until the Termination Date (as defined below),
Parent agrees to pay (or cause the Company to pay) an aggregate quarterly
management fee of $7.5 million (the Management Fee)
each January 1, April 1, July 1 and October 1 following the
Closing Date to the Service Providers (or their respective designees) pro rata
in accordance with the percentage listed for each Service Provider on Annex A, as such percentage
shall be adjusted from time to time (including as of the Closing Date) to
reflect any subsequent changes to the relative percentages among the Service
Providers (and their respective Affiliates) of outstanding Stock (excluding
Stock Equivalents) held by the parties (and their Affiliates). The first
payment shall be payable on the Closing Date, and shall be a pro rata portion
of the Management Fee, calculated by taking the product of (A) the
Management Fee and (B)a fraction, the numerator of
which


shall
be the number of days from the Closing Date to the last day of the month prior
to the month beginning a new quarter, inclusive, and the denominator of which
shall be the total number of days in the applicable full quarter, inclusive
(and each Service Provider shall receive its pro rata portion of such payment
in accordance with the immediately preceding sentence). Thereafter, commencing
on each January 1, April 1, July 1 and October 1, Parent
shall pay (or cause the Company to pay) to each Service Provider its pro rata
portion of the Management Fee in respect of the quarterly period commencing on
such date;provided, however, that the final payment shall be paid promptly following the
Termination Date and shall be a pro rata portion of the Management Fee,
calculated by taking the product of (A) the Management Fee and (B) a
fraction, the numerator of which shall be the number of days from the first day
of the month beginning the quarter in which the Termination Date occurs to the
Termination Date, inclusive, and the denominator of which shall be the total
number of days in the applicable full quarter, inclusive (and each Service
Provider shall receive its pro rata portion of such payment in accordance with
the second sentence of this Section 1). The Management Fee shall be paid
in cash in immediately available funds to the account of each Service Provider
provided to Parent in writing by such Service Provider. Five days prior to any
such payment, Parent shall give each Service Provider notice of such impending
payment, together with a reasonably detailed calculation thereof.  2.Expenses. In addition to the Management Fee, Parent shall pay (or cause the
Company to pay) directly or reimburse the Service Providers for their Out-of-Pocket
Expenses (as defined below). Promptly following Parents request, the Service
Providers shall provide reasonable written back-up relating to any
Out-of-Pocket Expenses to be paid or reimbursed by Parent pursuant to this
Agreement. For the purposes of this Agreement, the term Out-of-Pocket
Expenses shall mean the reasonable out-of-pocket costs and expenses
incurred by the Service Providers in connection with the services rendered
hereunder, including, without limitation, (i) reasonable fees and
disbursements of any independent professionals and organizations, including
independent accountants, outside legal counsel or consultants, (ii) costs
of any outside services or independent contractors such as financial printers,
couriers, business publications, on-line financial services or similar
services, (iii) research and research-related expenses and (iv) transportation,
hotel and other per diem costs, word processing expenses or any similar expense
not associated with its ordinary operations. All reimbursements for
Out-of-Pocket Expenses shall be made promptly upon or as soon as practicable
after presentation by the Service Providers to Parent of a written statement
thereof.  3.Other Services; Fees. Subject to Section 8(b) of the Stockholders
Agreement, to the extent that Parent requests services other than Management
Services from a Service Provider, Parent and such Service Provider may
negotiate from time to time mutually agreed upon fees and expenses to be paid
by Parent for such other services, and such other services shall be deemed to
be provided under this Agreement.  4.Indemnification. Parent shall (or shall cause the Company
to) indemnify and hold harmless the Service Providers and their respective
affiliates, shareholders and partners (both general and limited), members (both
managing and


otherwise),
officers, directors, employees, agents and representatives (each such person
being anIndemnified Party) from and against any and all losses, claims, damages and liabilities
(including, without limitation, losses, claims, damages and liabilities arising
from or in connection with legal actions brought by or on behalf of the holders
or future holders of the outstanding capital stock or securities of Parent or
any of its subsidiaries or creditors or future creditors of Parent or any of
its subsidiaries), whether joint, several or otherwise, expenses of any nature
(including reasonable attorneys fees and expenses), judgments, fines,
settlements and other amounts arising from any and all claims, demands,
actions, suits, investigations or proceedings, whether civil, criminal,
administrative, arbitral or investigative, in which an Indemnified Party was
involved or may be involved, or threatened to be involved, as a party or otherwise
(the Liabilities),
related to, arising out of or in connection with the services contemplated by
this Agreement or the engagement of the Service Providers pursuant to, and the
performance by the Service Providers of the services contemplated by, this
Agreement (and any other action taken by an Indemnified Party on behalf of
Parent), whether or not pending or threatened, and any other action taken by an
Indemnified Party on behalf of Parent, whether or not resulting in any
liability and whether or not such action, claim, suit, investigation or
proceeding is initiated or brought by Parent. Parent shall (or shall cause the
Company to) reimburse any Indemnified Party for all reasonable costs and
expenses (including reasonable attorneys fees and expenses) as they are
incurred in connection with investigating, preparing, pursuing, defending or
assisting in the defense of any action, claim, suit, investigation or
proceeding for which the Indemnified Party would be entitled to indemnification
under the terms of the previous sentence, or any action or proceeding arising
therefrom, whether or not such Indemnified Party is a party thereto. Parent
shall not be liable under the foregoing indemnification provision with respect
to any Indemnified Party, to the extent that any Liability is determined by a
court, in a final judgment from which no further appeal may be taken, to have
resulted primarily from the fraud, gross negligence or willful misconduct of
such Indemnified Party.  5.Contribution. Parent agrees that if any indemnification
sought by any Indemnified Party pursuant to Section 4 is unavailable for
any reason or is insufficient to hold the Indemnified Party harmless against
any Liabilities, then Parent shall (or shall cause the Company to) contribute
to the Liabilities for which such indemnification is held unavailable or
insufficient in such proportion as is appropriate to reflect the relative
benefits received (or anticipated to be received) by Parent, on the one hand,
and the Service Providers, on the other hand, in connection with the
transactions which gave rise to such Liabilities or, if such allocation is not
permitted by applicable law, not only such relative benefits but also the
relative faults of Parent, on the one hand, and the Service Providers, on the
other hand, as well as any other equitable considerations, subject to the
limitation that in any event the aggregate contribution by the Indemnified
Parties to all Liabilities with respect to which contribution is available
hereunder shall not exceed the fees actually received by the Service Providers
in connection with the transaction which gave rise to such Liabilities
(excluding any amounts paid as reimbursement of expenses). The indemnity,
contribution and expense reimbursement obligations Parent has under Sections 4
and 5 shall be in addition to any other liability Parent may have and,
notwithstanding any other provision of this Agreement, shall survive the
termination of this Agreement.


6.     Binding Agreement.
All of the terms and provisions of this Agreement shall be binding upon, shall
inure to the benefit of, and shall be enforceable by the parties hereto.  7.     Amendments. This
Agreement may be amended only by a written instrument duly executed by all of
the parties hereto.  8.     Term; Termination. (a) This
Agreement shall terminate on the seventh anniversary of the date of this
Agreement (the Termination Date), at which point it may be renewed for
a further seven year term at the election of Ripplewood. This Agreement may be
earlier terminated by Ripplewood if Ripplewood determines in its sole
discretion that the Management Services are no longer required and shall
terminate with respect to any party on the date that such party and its
Affiliates cease to hold any Stock.  (b)   Upon the consummation of an Initial Public
Offering (as defined in the Stockholders Agreement), or any transaction
involving a change in control of the Company, this Agreement shall terminate
and Parent shall pay (or cause the Company to pay) each Service Provider (or
its designee) a termination fee equal to the net present value of the
Management Fee that would have been payable to such Service Provider during the
remainder of the term of this Agreement, calculated using the yield for ten
year U.S. treasury notes on the date of such termination as the discount rate.  9.     Governing Law. This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
entirely within such State, without regard to conflict of laws principles of
such State.  10.   Consent to Jurisdiction.
Each party hereto irrevocably submits to the exclusive jurisdiction of (i) the
Supreme Court of the State of New York and (ii) the United States District
Court for the Southern District of New York for purposes of any suit, action or
other proceeding arising out of this Agreement. Each party agrees to commence
any such action, suit or proceeding either in the Supreme Court of the State of
New York or the United States District Court for the Southern District of New
York. Each party hereto hereby irrevocably waives, and agrees not to assert, by
way of motion, as a defense, counterclaim or otherwise, in any action or
proceeding with respect to this Agreement, any claim that it is not personally
subject to the jurisdiction of the above-named courts for any reason other than
the failure to serve process in accordance with this Section 10, that its
property is exempt or immune from jurisdiction of any such court or from any legal
process commenced in such courts (whether through service of notice, attachment
prior to judgment, attachment in aid of execution of judgment, execution of
judgment or otherwise), and to the fullest extent permitted by applicable law,
that the suit, action or proceeding in any such court is brought in an
inconvenient forum, or that this Agreement, or the subject matter hereof, may
not be enforced in or by such courts and further irrevocably waives, to the
fullest extent permitted by applicable law, the benefit of any defense that
would hinder, fetter or delay the levy, execution or collection of any amount
to which the party is entitled pursuant to the final judgment of any court


having
jurisdiction. Each party irrevocably consents to the service of process out of
any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered airmail, postage prepaid, to such party
at its address set forth in this Agreement, such service of process to be
effective upon acknowledgement of receipt of such registered mail. Nothing
herein shall affect the right of any party to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
the other party in any other jurisdiction in which the other party may be
subject to suit.  11.   Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other parties. Delivery of an executed
counterpart of a signature page by facsimile transmission shall be
effective as delivery of a manually executed counterpart of this Agreement.  12.   Effectiveness of
Agreement.
Notwithstanding anything in this Agreement to the contrary, this Agreement
shall become effective at the Closing and shall terminate and be of no further
effect if the Merger Agreement is terminated in accordance with its terms prior
to the consummation of the Merger.  5


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their representatives thereunto duly
authorized as of the date first above written.   RIPPLEWOOD HOLDINGS L.L.C.,by
  /s/ Christopher MinnetianName:
  Christopher MinnetianTitle:
  Authorized Signatory  6


GOLDENTREE ASSET MANAGEMENT,
  LP.,not in its individual and principal
  capacity, but asinvestment advisor to one or
  more managedfunds/clients,by
  /s/ Steven ShapiroName:
  Steven ShapiroTitle:
  Partner /Portfolio Manager  7


J. ROTHSCHILD GROUP (GUERNSEY) LTD.,by
  /s/ Mark Le RayName:
  Mark Le RayTitle:
  Director  8


RDA
  HOLDING CO.,by
  /s/ Christopher MinnetianName:
  Christopher MinnetianTitle:
  President