Exhibit 10.28    THE READERS DIGEST ASSOCIATION, INC.
READERS DIGEST ROAD
PLEASANTVILLE, NY 10570-7000  MARYG. BERNER
  
  TELEPHONE: (914) 244-5105President and CEO
  
  FAX: (914) 244-7555mary_berner@rd.com  June 26, 2007  Lisa Cribari 27 Tarleton Road Bedford, NY 10506  Dear Lisa:  This letter (the Agreement) serves to confirm those payments and
benefits that you will receive in consideration of your agreement to waive your
participation in The Readers Digest Association, Inc. 2001 Income
Continuation Plan for Senior Management, The Readers Digest Association, Inc.
2006 Income Continuation Plan for Senior Management (the ICPs), your
agreement to cancel that certain agreement between you and The Readers Digest
Association, Inc. (the Company) dated January 10, 2006 providing
for certain benefits upon your termination of employment (the Termination
Agreement), your agreement to waive participation in The Readers Digest
Association, Inc. Severance Plan and in any and all successors to such
plan and any other Company plan or policy respecting severance and/or
separation pay or benefits (all such plans are referred to herein as the Severance
Plans) and your agreement to the non-compete and non-solicitation restrictions
stated below.  Within 10 days of the execution of this Agreement, the Company will pay
you in a single lump sum $800,000. In consideration and exchange for this
payment you agree to waive your participation in the ICPs, cancel the
Termination Agreement and waive your right to participate in the Severance
Plans, all effective upon the execution of this Agreement and you further agree
that should you decide to voluntarily terminate your employment with the
Company during the 12-month period following the date of this Agreement, you will
provide the Company with not less than 90 days advance written notice of any
such termination and you will devote your full-time, good faith efforts to
provide the Company with such transition assistance as it may reasonably
request during that notice period. Should the Company determine that you have
not complied with the 90-day notice requirements, you agree to repay to the
Company in a single lump sum within 10 business days of receiving written
notice from the Company $200,000 representing 25% of the above consideration as
liquidated damages. You also acknowledge and agree that no conditions exist
currently that would constitute a Constructive Termination under the ICPs, that
this Agreement does not constitute a Constructive Termination under the ICPs and
that you waive any right you may have to declare a Constructive Termination
under the ICPs.  Within 10 days of the execution of this Agreement, the Company will
also pay you in a single lump sum $500,000 (the Non-Compete Advance).


In consideration and exchange for the Non-Compete Advance, you agree: (a) not
to render any services at any time during the 24-month period after your
termination of employment with the Company and its affiliates (the Restricted
Period) for any organization, or to engage, 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
non-compete restriction shall be those set forth on Exhibit A hereto, and (b) not
to directly or indirectly, solicit, induce or hire (or identify for the purpose
of soliciting, inducing or hiring) 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). Should the Company determine that you are in breach of any
aspect of these non-compete and/or non-solicitation restrictions at any time
during the Restricted Period, you agree to repay to the Company within 10
business days of receiving written notice from the Company, the Non-Compete
Advance, as determined by the Company in its discretion.  The Company believes that the payments and benefits made to you under
this Agreement will not result in the imposition of an excise tax under Section 4999
of the Internal Revenue Code of 1986, as amended (the Code). However, in the
event that an excise tax under Section 4999 of the Code is imposed on you
based on the payments and benefits made to you under this Agreement, the
Company agrees to provide you with a tax gross up equal to the tax gross up
that would have been provided had the payments and benefits been made pursuant
to The Readers Digest Association, Inc. 2001 Income Continuation Plan for
Senior Management under the same terms and conditions.  In addition, the Company shall provide you with (A) a gross-up
payment in an amount equal to the amount of any interest and excise tax that
are imposed on you due to the application of Section 409A(a)(1)(B) of
the Internal Revenue Code of 1986, as amended, to any payments to which you are
entitled pursuant to this letter, and (B) an amount equal to any income
tax imposed as a result of such gross-up payment.  Except as otherwise provided herein, this Agreement constitutes the
entire agreement between the parties relating to the subject matter hereof and
supersedes any and all prior agreements, or understandings, written or oral,
relating to the subject matter hereof, including, but not limited to, the ICPs,
the Termination Agreement and the Severance Plans. The Company may withhold
from any payments under this Agreement all federal, state, local or other
applicable taxes as shall be required pursuant to any law or governmental
regulation or ruling. 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. 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.  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.  2


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/
  Mary G. BernerName:
  Mary
  G. BernerTitle:
  President
  and CEO  Agreed to and accepted as of 6/28, 2007  By:
  /s/ Lisa CribariName:   Lisa Cribari  3