Exhibit 10.24

               The Reader's Digest Association, Inc.


                   DIRECTOR COMPENSATION PROGRAM
           (Amended and Restated as of January 1, 2003)

 As amended by Amendment No. 1, effective as of September 18, 2002
  As amended by Amendment No. 2, effective as of January 1, 2003


1.    Definitions.

The following terms, when used herein, have the following meanings:

    "Board" shall mean the Board of Directors of the Company.

    "Code" shall mean the Internal Revenue Code of 1986, as
    amended.

    "Audit Committee" shall mean the Audit Committee of the Board.

    "Common Stock" shall mean the Common Stock, $0.01 par value
    per share, of the Company.

    "Company" shall mean The Reader's Digest Association, Inc.

    "Corporate Governance Committee" shall mean the Corporate
    Governance Committee of the Board.

    "Deferred Stock" shall mean an unfunded promise by the Company
    to issue or deliver a share of Common Stock to a Director.

    "Director" shall mean a member of the Board.

     "Fair Market Value" for purposes of this Program, unless
    otherwise required by any applicable provision of the Code or
    any regulations issued thereunder, shall mean, as of any date,
    the mean between the high and low sales prices on the
    applicable date, or if no sales price is available for such
    date, the mean between the closing bid and asked prices for
    such date, of a share of Common Stock (i) as reported by the
    principal national securities exchange in the United States on
    which it is then traded, or (ii) if not traded on any such
    national securities exchange, as quoted on an automated
    quotation system sponsored by the National Association of
    Securities Dealers, or if the Common Stock shall not have been
    reported or quoted on such date, on the first day prior
    thereto on which the Common Stock was reported or quoted.  If
    the Common Stock is not readily tradeable on a national
    securities exchange or any system sponsored by the National
    Association of Securities Dealers, its Fair Market Value shall
    be set by the Board on the advice of an investment advisor in
    good faith.

    "Nonemployee Director" shall mean a Director who is a not an
    employee of the Company.

    "Post-1998 Director" shall mean a person who began service as
    a Nonemployee Director on or after April 1, 1998.

    "Pre-1998 Director" shall mean a person who began service as a
    Nonemployee Director before April 1, 1998.

    "Program" shall mean The Reader's Digest Association, Inc.
    Director Compensation Program.

    "Pro-Rated Amount" shall mean the amount of compensation that
    a Director would be entitled to receive if the Director serves
    as such as of the beginning of a calendar year, multiplied by
    a fraction, the numerator of which is the number of full
    months remaining in the calendar year after the Director
    begins to serve as such and the denominator of which is 12.

    "Transaction" shall have the meaning specified in Section 8.2
    of the Program.

    "Transfer" shall mean anticipate, alienate, attach, sell,
    assign, pledge, encumber, charge or otherwise transfer.

2.    Purpose.

The purpose of the Program is to attract and retain qualified
individuals to serve as Nonemployee Directors on the Board of the
Company.  The Program is comprised of both cash and equity
components, with an emphasis on the latter so as to strengthen
the Nonemployee Directors' equity relationship with the Company
and to more completely align their interests with those of the
stockholders generally.

3.    Compensation.

Except as provided in Section 4 of the Program, each Nonemployee
Director shall receive the following compensation, effective
commencing January 1, 2003.

        3.1.  Cash Compensation.

              3.1.1.  Pre-1998 Directors.  The Company shall pay each
                      Pre-1998 Director cash compensation at the rate of
                      $18,000 per year for such service.

              3.1.2.  Post-1998 Directors.  The Company shall pay each
                      Post-1998 Director cash compensation at the rate
                      of $30,000 per year for such service.

              3.1.3.  Audit Committee Chairperson.  The Company shall pay
                      each Nonemployee Director who serves as
                      Chairperson of the Audit Committee cash
                      compensation at the rate of $15,000 per year for
                      such service.

              3.1.4.  Other Regular Committee Chairpersons.  The Company
                      shall pay each Nonemployee Director who serves as
                      Chairperson of any regular Committee other than
                      the Audit Committee cash compensation at the rate
                      of $10,000 per year for such service.

              3.1.5.  Audit Committee Members.  The Company shall pay each
                      Nonemployee Director who serves as a member of the
                      Audit Committee, other than the Chairperson, cash
                      compensation at the rate of $7,500 per year for
                      such service.

              3.1.6.  Quarterly Payment.  The Company shall pay cash
                      compensation under this Section 3.1 quarterly to
                      each Nonemployee Director at the end of each
                      calendar quarter during which the Nonemployee
                      Director served in whole or in part.

3.2.  Stock Compensation.

              3.2.1.  Pre-1998 Directors.  The Company shall grant to each
                      Pre-1998 Director who serves as such as of the
                      beginning of the calendar year, on the first
                      trading day of such calendar year, a number of
                      shares of Common Stock equal to $20,000 divided by
                      the average per share closing price for the Common
                      Stock over the twenty (20) trading days
                      immediately preceding the date of grant, such
                      number of shares to be rounded to the nearest
                      number of fifty (50) shares.

              3.2.2.  Post-1998 Directors.  The Company shall grant to each
                      Post-1998 Director who serves as such as of the
                      beginning of the calendar year, on the first
                      trading day of such calendar year, a number of
                      shares of Common Stock equal to $30,000 divided by
                      the average per share closing price for the Common
                      Stock over the twenty (20) trading days
                      immediately preceding the date of grant, such
                      number of shares to be rounded to the nearest
                      number of fifty (50) shares.

              3.2.3.  Pro-Rated Stock Compensation.  The Company shall grant
                      to each Nonemployee Director who becomes a
                      Director after the beginning of a calendar year,
                      on the first trading day of the month following
                      the month during which the Director begins
                      service, the Pro-Rated Amount of Stock
                      Compensation under Section 3.2.2 of the Program
                      for such calendar year.

3.3.  Deferred Stock Compensation.

              3.3.1. Pre-1998 Directors.  The Company shall grant to each
                     Pre-1998 Director who serves as such as of the
                     beginning of the calendar year, on the first
                     trading day of such calendar year, a number of
                     shares of Deferred Stock equal to $30,000 divided
                     by the average per share closing price for the
                     Common Stock over the twenty (20) trading days
                     immediately preceding the date of grant, such
                     number of shares to be rounded to the nearest
                     number of fifty (50) shares.

              3.3.2. Post-1998 Directors.  The Company shall grant to each
                     Post-1998 Director who serves as such as of the
                     beginning of the calendar year, on the first
                     trading day of such calendar year, a number of
                     shares of Deferred Stock equal to $40,000 divided
                     by the average per share closing price for the
                     Common Stock over the twenty (20) trading days
                     immediately preceding the date of grant, such
                     number of shares to be rounded to the nearest
                     number of fifty (50) shares.

              3.3.3. Pro-Rated Deferred Stock Compensation.  The Company
                     shall grant to each Nonemployee Director who
                     becomes a Director after the beginning of a
                     calendar year, on the first trading day of the
                     month following the month during which the
                     Director begins service, the Pro-Rated Amount of
                     Deferred Stock Compensation under Section 3.3.2 of
                     the Program for such calendar year.

              3.3.4. Delivery of Deferred Stock Compensation.  Deferred
                     Stock shall be delivered in a single issuance to
                     the Director on the first trading day of the
                     calendar year after termination of the Director's
                     service on the Board or thereafter, on a deferred
                     issuance date determined in accordance with
                     Section 10 of the Program.  Neither dividends nor
                     interest shall be credited on Deferred Stock under
                     this Program.

4.    Transition Provision Relating to Calendar Year 2003.

Each Nonemployee Director who serves as such on January 1, 2003
shall receive the following Stock Compensation and Deferred Stock
Compensation for calendar year 2003 in lieu of compensation under
Sections 3.2 and 3.3 of the Program.

        4.1.  Stock Compensation.

              4.1.1. Pre-1998 Directors.  The Company shall grant to each
                     Pre-1998 Director who serves as such as of the
                     beginning of calendar year 2003, on the first
                     trading day of January 2003, a number of shares of
                     Common Stock equal to $32,000 divided by the
                     average per share closing price for the Common
                     Stock over the twenty (20) trading days
                     immediately preceding the date of grant, such
                     number of shares to be rounded to the nearest
                     number of fifty (50) shares.

              4.1.2. Post-1998 Directors.  The Company shall grant to each
                     Post-1998 Director who serves as such as of the
                     beginning of calendar year 2003, on the first
                     trading day of January 2003, a number of shares of
                     Common Stock equal to $52,000 divided by the
                     average per share closing price for the Common
                     Stock over the twenty (20) trading days
                     immediately preceding the date of grant, such
                     number of shares to be rounded to the nearest
                     number of fifty (50) shares.

        4.2.  Deferred Stock Compensation.

              4.2.1. Pre-1998 and Post-1998 Directors.  The Company shall
                     grant to each Director who serves as such as of
                     the beginning of calendar year 2003, on the first
                     trading day of April 2003, a number of shares of
                     Deferred Stock equal to $18,000 divided by the
                     average per share closing price for the Common
                     Stock over the twenty (20) trading days
                     immediately preceding the date of grant, such
                     number of shares to be rounded to the nearest
                     number of fifty (50) shares.

              4.2.2. Delivery of Deferred Stock Compensation.  Deferred
                     Stock shall be delivered in a single issuance to
                     the Director on the first trading day of the
                     calendar year after termination of the Director's
                     service on the Board or thereafter, on a deferred
                     issuance date determined in accordance with
                     Section 10 of the Program.  Neither dividends nor
                     interest shall be credited on Deferred Stock under
                     this Program.

5.    Special Committee Compensation.

        5.1.  Special Committee Chairperson.  The Company shall pay each
              Nonemployee Director who serves as Chairperson of a
              committee of the Board other than a regular committee
              of the Board such cash, stock or Deferred Stock
              compensation, or a combination thereof, as shall be
              determined, at the time such committee is formed, by
              the Corporate Governance Committee of the Board.

        5.2.  Special Committee Members.  The Company shall pay each
              Nonemployee Director who serves as a member, other than
              the Chairperson, of a committee of the Board other than
              a regular committee of the Board such cash, stock or
              Deferred Stock compensation, or a combination thereof,
              as shall be determined, at the time such committee is
              formed, by the Corporate Governance Committee of the
              Board.

6.    Additional Compensation.

Each Pre-1998 Director who serves for at least five (5) years
shall remain eligible to receive a retirement benefit equal to
$32,000, payable in four equal installments at the end of each
calendar quarter, under the non-employee director compensation
program in effect immediately prior to April 1, 1998.

7.    Shares Reserved.

The maximum aggregate number of shares of Common Stock reserved
for issuance under the Program is 300,000 shares.

8.    Share Adjustments.

        8.1.  Capital Changes.  In the event of any increase or reduction
              in the number of shares of capital stock of the
              Company, or any change (including, but not limited to,
              in the case of a spin-off, dividend or other
              distribution in respect of shares, a change in value)
              in the capital stock of the Company or exchange of
              capital stock of the Company for a different number or
              kind of shares or other securities of the Company or
              another corporation by reason of any stock dividend,
              stock split or reverse stock split, reclassification,
              recapitalization, reorganization, merger,
              consolidation, spin-off, split-up, combination or
              exchange of shares, distribution with respect to its
              outstanding Common Stock or capital stock other than
              Common Stock, reclassification of its capital stock,
              issuance of warrants, rights or debentures to purchase
              any Common Stock or securities convertible into Common
              Stock, or rights offering to purchase capital stock at
              a price below fair market value, or any change in
              corporate structure or otherwise; then (i) the
              aggregate number and kind of shares of Common Stock or
              other stock or securities which thereafter may be
              issued under the Program, (ii) the number and kind of
              shares subject to outstanding awards or other stock or
              securities granted under the Program, and (iii) the
              aggregate number and kind of shares of Common Stock or
              other stock or securities with respect to which awards
              may be granted to any Nonemployee Director in any
              fiscal year period, shall be appropriately adjusted
              consistent with such change in such manner as the
              Corporate Governance Committee may deem equitable in
              its sole discretion to prevent substantial dilution or
              enlargement of the rights granted to, or available for,
              participants under the Program.  Any such adjustment
              determined by the Corporate Governance Committee in
              good faith shall be binding and conclusive on the
              Company and all participants and their respective
              heirs, executors, administrators, successors and
              assigns.  If, by reason of a change pursuant to this
              Section, a holder of an award shall be entitled to new,
              additional or different shares of stock or securities
              of the Company or any other corporation, such new,
              additional or different shares shall thereupon be
              subject to all of the conditions and restrictions which
              were applicable to the shares subject to the award
              prior to such change.

        8.2.  Adjustments for Certain Transactions.  Subject to the
              provisions of the Deferred Stock award agreement, in
              the event of the liquidation or dissolution of the
              Company or a merger, consolidation, reorganization or
              other corporate transaction of the Company (a
              "Transaction"), the Program and such awards issued
              hereunder shall continue in effect with their
              respective terms, except that following a Transaction,
              at the Corporate Governance Committee's sole
              discretion, either (a) each outstanding award shall be
              treated as provided for in the agreement entered into
              in connection with the Transaction, or (b) if not so
              provided in such agreement, each Nonemployee Director
              shall be entitled to receive in respect of each share
              of Common Stock or other stock or securities subject to
              any outstanding awards, as the case may be, upon
              transfer in respect of any award, the same number and
              kind of stock, securities, cash, property or other
              consideration that each holder of a share of Common
              Stock or other stock or securities was entitled to
              receive in the Transaction in respect of such share;
              provided, however, that such stock, securities, cash,
              property, or other consideration shall remain subject
              to all of the conditions and restrictions which were
              applicable to the awards prior to such Transaction.
              The treatment of any award as provided in this Section
              shall be conclusively presumed to be appropriate for
              purposes of Section 8.2 of the Program.

9.    Expenses.

The Company shall reimburse each Nonemployee Director for all
reasonable expenses relating to the Nonemployee's Director's
attendance at meetings and otherwise in connection with the
Nonemployee's Director's service as a Director.

10.   Deferred Compensation.

Each Nonemployee Director may, under the terms of The Reader's
Digest Association, Inc. Deferred Compensation Plan for Directors
(or any successor or equivalent plan), elect to defer the receipt
of the cash and stock compensation described in Sections 3 and 4
of the Program for a designated period following the termination
of the Director's service on the Board.  To the extent provided
under the Deferred Compensation Plan for Directors, each Director
may choose to receive deferred amounts of cash and stock in
either a lump sum and a single issuance, as the case may be, or
in annual installments and may choose to receive shares of stock
underlying Deferred Stock either in a single issuance or in the
same annual installments.

11.   Miscellaneous.

        11.1. Certificates for Shares.  The Company may require each
              person receiving Common Stock under the Program to
              represent to and agree with the Company in writing that
              the recipient is acquiring the shares without a view to
              distribution thereof.  The Company may require that the
              certificates for such shares include a legend that the
              Committee deems appropriate to reflect any restrictions
              on Transfer.  All certificates for shares of Common
              Stock delivered under the Plan shall be subject to such
              stock transfer orders and other restrictions as the
              Committee may deem advisable under the rules,
              regulations and other requirements of the Securities
              and Exchange Commission, any stock exchange upon which
              the Stock is then listed or any national securities
              exchange system upon whose system the Stock is then
              quoted, any applicable Federal or state securities law,
              and any applicable corporate law, and the Committee may
              cause a legend or legends to be put on any such
              certificates to make appropriate reference to such
              restrictions.

        11.2. Transfer.  No award or other benefit payable under the
              Program shall, except as otherwise specifically
              provided by law or by the Program, be Transferable in
              any manner, and any attempt to Transfer any such
              benefit shall be void, and any such benefit shall not
              in any manner be liable for or subject to the debts,
              contracts, liabilities, engagements or torts of any
              person who shall be entitled to such benefit, nor shall
              it be subject to attachment or legal process for or
              against such person.

        11.3. Severability.  Whenever possible, each provision of the
              Program or an award agreement shall be interpreted in
              such manner as to be effective and valid under
              applicable law, but if any provision of the Program or
              an award agreement shall be held by a court of
              competent jurisdiction to be prohibited by or invalid
              of unenforceable under applicable law, then such
              provision shall be deemed to be amended to accomplish
              the objectives of the provision as originally written
              to the fullest extent permitted by law and all other
              provisions of the Program or the award agreement shall
              remain in full force and effect.

        11.4. Liability.  None of the Board, any Committee of the Board,
              any Director and any employee of the Company shall be
              liable for any act or action hereunder, whether of
              omission or commission, by any other member or employee
              or by any agent to whom duties in connection with the
              administration of the Program have been delegated or,
              except in circumstances involving such individual's bad
              faith, gross negligence or fraud, for anything done or
              omitted to be done by such individual.

        11.5. Governing Law.  The Program shall be governed and construed
              in accordance with the laws of the State of New York
              (regardless of the law that might otherwise govern
              under applicable New York principles of conflict of
              laws).

        11.6. Unfunded Status of Plan. The Program is intended to
              constitute an "unfunded" plan.  With respect to any
              payments as to which a participant has a fixed and
              vested interest but which are not yet made to a
              participant by the Company, nothing contained herein
              shall give any such participant any rights that are
              greater than those of a general creditor of the Company.

12.   Administration.

The Program shall be administered by the Senior Vice President,
Human Resources of the Company.

13.   Amendment and Termination.

The Program may be amended, modified, suspended or terminated by
the Board at any time; provided, however, that no such amendment,
modification, suspension or termination shall adversely effect
any benefit or compensation which either is vested or accrued but
unpaid as of the date of such amendment, modification, suspension
or termination.  The Board may, in its sole discretion, increase
the amount of any compensation payable to a Nonemployee  Director
pursuant to Sections 3 and 4 of the Program; provided, however,
that the Board may not amend or modify this Program to increase
the maximum share reserve under Section 7 of the Program without
approval of the stockholders of the Company entitled to vote.

14.   Effective Date.

The Program was originally adopted effective on April 1, 1998.
Amendment No. 1 to the Program was adopted effective September
18, 2002.  Amendment No. 2 to the Program was adopted effective
January 1, 2003.