Exhibit 10.17

                          [OBJECT OMITTED]

                THE READER'S DIGEST ASSOCIATION, INC.
                        READER'S DIGEST ROAD
                    PLEASANTVILLE, NY 10570-7000



                                          April 23, 2001
Gary S. Rich
The Reader's Digest Association, Inc.
Reader's Digest Road
Pleasantville, NY  10570

Dear Gary:

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

        (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.

           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;

        (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").

4.2        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.         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,
      including the termination  agreement entered into between you
      and the  Company,  dated as of October  29,  1998 (the "Prior
      Termination  Agreement").  You hereby  acknowledge  and agree
      that  you  have  been  selected  as  a  participant   in  the
      Company's   2001   Income   Continuation   Plan  for   Senior
      Management (the "Income  Continuation Plan") in consideration
      for  the  relinquishment  of  your  rights  under  the  Prior
      Termination  Agreement  and  the  replacement  of  the  Prior
      Termination   Agreement   with   this   Agreement   and   the
      relinquishment  of your  rights  under the  Company's  Income
      Continuation Plan for Senior Management.

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.

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.

        (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.

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/THOMAS O. RYDER
                                        Name:  Thomas O. Ryder
                                        Title: Chairman and
                                               Chief Executive Officer


Agreed to and accepted as of May 10, 2001


    By:    /s/GARY S. RICH
    Name:  Gary S. Rich
    Title: Senior Vice President,
           Human Resources