EXHIBIT 10.22




                                       September 8, 1997




Peter J.C. Davenport
10 Tall Timber Road
Mt. Kisco, NY  10549
Dear Peter:

This letter 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 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 the
      termination  of your  employment  by you for "Good  Reason," as defined in
      Section 1.2, or the termination of your employment by the Company,  unless
      such  termination  is  for  "Cause,"  as  defined  in  Section  3.1 of the
      Severance  Plan. In addition,  if you terminate  employment for any reason
      after  September  1,  2000  you  will  also be  entitled  to the  benefits
      hereunder.  Any termination by you shall be communicated by written Notice
      of  Termination  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 10 business  days after
      the date on which such  Notice of  Termination  is  effective  pursuant to
      Section 15 hereof.

1.2   For purposes of this Agreement, "Good Reason" shall mean the occurrence of
      any of the following without your express written consent:

      1.2.1  the  assignment  to you without your written  consent of any duties
             materially  inconsistent with your then current  position,  duties,
             responsibilities  and status with the Company, or a material change
             or  a  substantial  diminution  in  your  then  current  authority,
             reporting  responsibilities,  titles or offices, or removal from or
             failure to re-elect  you to any such  position or office  except in
             the event of a termination  of your  employment  for Cause,  death,
             total  disability (as defined in The Reader's  Digest  Association,
             Inc. Retirement Plan) or mandatory retirement;

      1.2.2  a reduction  by the Company in your annual base salary as in effect
             on the date of this  Agreement or as the same may be increased from
             time to time,  unless such reduction is part of and consistent with
             a good faith  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;

      1.2.3  a  relocation  without your  written  consent to an office  located
             anywhere  other  than  within 50 miles of your  primary  residence,
             except  for  required  travel  on  Company  business  to an  extent
             substantially  consistent  with your then current  business  travel
             obligations;

      1.2.4  the failure by the  Company to continue in effect any  compensation
             plan or other fringe  benefit  provided by the Company in which you
             participate on the date of this Agreement that, by itself or in the
             aggregate, is material to your total compensation from the Company,
             unless there shall have been instituted a replacement or substitute
             plan or fringe benefit providing comparable benefits or unless such
             failure  is  part  of and  consistent  with a  good  faith  benefit
             discontinuance applicable to all of the management personnel of the
             Company  and  then  only if the  scope of the  discontinuance  with
             respect  to you is no  greater  than that of the  other  management
             personnel; or

      1.2.5  the failure of the Company to obtain a satisfactory  agreement from
             any  successor  to the Company to assume and agree to perform  this
             Agreement.  The Company  shall use its best  efforts to require any
             successor  (whether  direct  or  indirect,  by  purchase,   merger,
             consolidation  or  otherwise)  to all or  substantially  all of the
             businesses  or assets of the Company to expressly  assume and agree
             to perform this Agreement.

1.3   Any  termination of your employment by you for "Good Reason" shall be made
      within 180 days after the occurrence of the "Good Reason."

2.    Compensation Upon Termination

2.1   If your  employment  shall be terminated  and you are entitled to benefits
      under Section 1 of this Agreement then,  except as provided in Section 2.2
      and 2.3,  you shall  receive the  following  benefits for each year of the
      Severance Period (as defined below):

      2.1.1  the  Company  shall pay to you as  severance  pay a total  amount
             equal to the sum of

            (a)   your highest  annual base salary in effect any time during the
                  12-month period prior to the Date of Termination plus

            (b)   the higher of the following:

                  (i)   the highest amount paid to you under The Reader's Digest
                        Association, Inc. Management Incentive Compensation Plan
                        (the  "Annual  Incentive  Plan")  during  the three plan
                        years  most   recently   ended  prior  to  the  Date  of
                        Termination; or

                  (ii)  the  originally  approved  target  amount of the highest
                        award,   if  any,   under  the  Annual   Incentive  Plan
                        outstanding on the Date of  Termination,  as such target
                        amount  may  have  been  increased  prior to the Date of
                        Termination.

                  Any compensation  received by you or granted to you in lieu of
                  an  amount  paid  under  the  Annual  Incentive  Plan  for any
                  one-year  period  (whether in the form of restricted  stock or
                  otherwise)  shall be deemed to be an amount  paid to you under
                  the Annual  Incentive  Plan for purposes of this Section.  Any
                  compensation  receivable  by you in lieu of an amount  payable
                  under the Annual Incentive Plan for any period shall be deemed
                  to be  an  additional  target  amount  for  purposes  of  this
                  Section. The amount of any non-cash  compensation  received or
                  receivable  shall be the greater of the fair  market  value of
                  such compensation on the date of award or the cash amount that
                  would  have  been  received  by you in lieu  of such  non-cash
                  compensation.

             The aggregate amount of severance  payable under this Section shall
             be paid in equal installments on a bi-weekly basis, commencing upon
             the Date of Termination.

      2.1.2  the  Company  shall  maintain  in full force and  effect,  for your
             continued  benefit for the Severance  Period,  all welfare  benefit
             plans  and  programs  or  arrangements  in which  you  participated
             immediately  prior to the Date of  Termination,  provided that your
             continued  participation  is possible  under the general  terms and
             conditions of such welfare  plans and  programs.  In the event that
             your  participation  in any such plan or  program  is  barred,  the
             Company shall provide you with  benefits  substantially  similar to
             those  which you would have been  entitled  to  receive  under such
             welfare plans and programs had your participation not been barred.

2.2   If your  employment  is  terminated  by you for "Good  Reason"  or if your
      employment  is  terminated by the Company other than for "Cause," then the
      Severance  Period shall be the period of two years  immediately  following
      the Date of Termination.

2.3   If your employment is terminated for Cause, the Company shall pay you your
      base salary through the Date of Termination, and the Company shall have no
      further obligations to you under this Agreement.

3.    Long-Term Incentive Plan Benefits

3.1   You shall have the right to exercise  your  outstanding  stock options and
      stock  appreciation  rights under the 1989 and 1994 Key Employee Long-Term
      Incentive  Plans (the "Long Term Incentive  Plans") to the extent they are
      exercisable or would become  exercisable during the Severance Period as if
      your employment with the Company  continued  during the Severance  Period.
      Such stock options and stock  appreciation  rights shall  continue to vest
      during  the  Severance  Period  as if your  employment  with  the  Company
      continued  during  the  Severance  Period  and,  upon  completion  of  the
      Severance  Period,  shall vest and be  exercisable  as if your  employment
      terminated at that time by reason of either (a) an involuntary termination
      without cause or a mutual  agreement  (within the terms of the  particular
      award) or (b) retirement  (within the terms of the particular  award),  if
      applicable.

3.2   Your  outstanding  performance  units,  restricted stock and awards (other
      than stock  options  and stock  appreciation  rights)  under the Long Term
      Incentive  Plans shall continue to be  outstanding  and payable during the
      Severance  Period as if your employment with the Company  continued during
      the Severance Period and, if applicable, shall vest upon completion of the
      Severance  Period  in  accordance  with the  terms of the award as if your
      employment  terminated at that time by reason of either (a) an involuntary
      termination  without cause or a mutual agreement  (within the terms of the
      particular  award) or (b)  retirement  (within the terms of the particular
      award),  if  applicable.  Any such  award  that is  based  on a period  of
      employment  shall be payable on a prorated basis as if your employment had
      continued during the Severance Period.

      3.2.1  If any such award is subject to specific performance goals and your
             employment   is  terminated  by  you  for  "Good  Reason"  or  your
             employment  is  terminated  by the Company  other than for "Cause,"
             then the award  shall be  payable to the  extent  such  performance
             goals are attained.

3.3   If any benefits  due under  Section 3 cannot be paid under the existing or
      amended terms of an applicable plan or award agreement,  the Company shall
      pay you the value of such  benefits  at the time they would  otherwise  be
      payable if they were payable under such terms.

4.    Retirement Plan Benefits

4.1   The Company  shall pay to you an amount  equal to the  difference  between
      your  monthly   retirement  benefit  payable  under  The  Reader's  Digest
      Association,  Inc.  Retirement Plan (the  "Retirement  Plan"),  the Excess
      Benefit  Retirement  Plan of The Reader's  Digest  Association,  Inc. (the
      "Excess  Benefit  Retirement  Plan")  and The  Reader's  Digest  Executive
      Retirement  Plan (the  "Executive  Retirement  Plan") and the amount  that
      would have been payable if your age and aggregate periods of service under
      those plans  included the  Severance  Period.  In addition,  the Severance
      Period  shall be  considered  to be  additional  Credited  Service for all
      purposes  (including  vesting)  under the Executive  Retirement  Plan. Any
      amount  payable  under this  Section 4.1 shall be payable at the same time
      and in the same form as such  payments  would  have  been  made  under the
      Retirement Plan.

4.2   Upon completion of the Severance  Period,  if you are not vested under the
      Retirement  Plan, the Excess  Retirement Plan or the Executive  Retirement
      Plan,  you will receive a lump sum payment in the amount of the equivalent
      actuarial  value (as  determined  under the  Retirement  Plan) of  pension
      credits  that  would have been  earned  through  the end of the  Severance
      Period, without regard to vesting, with any such payment to be made within
      90 days of the end of the Severance Period.

5.    Your participation in The Reader's Digest Employees  Profit-Sharing Plan
      and the Profit Sharing Benefit  Restoration  Plan of The Reader's Digest
      Association,   Inc.  (the  "Profit  Sharing  Plans")  ceases  upon  your
      termination of employment with the Company.  However,  you shall receive
      cash  payments  equal to the  amounts  that would have been  computed to
      your  account had your  employment  with the Company  continued  for the
      Severance Period,  with payments to be made to you by the Company at the
      time  any   contributions   have  been  made  for  participants  in  the
      Profit-Sharing  Plans.  In  addition,  the  Severance  Period  shall  be
      considered  to be  additional  Credited  Service  for  purposes  of your
      vesting in any amounts previously  contributed to your account under the
      Profit Sharing Plans.

6.    Any benefits  payable under this Agreement  shall be reduced by the amount
      of any benefits paid under The Reader's Digest Association, Inc. Severance
      Plan for Senior Management or The Reader's Digest Association, Inc. Income
      Continuation Plan for Senior  Management.  Any benefits payable under this
      agreement  shall be  reduced  by  benefits  paid  under the July 18,  1996
      agreement.

7.    The payment of any amounts or benefits  under this  Agreement is expressly
      conditioned  on the  receipt by the  Company  from you of a duly  executed
      General  Waiver  and  Release  of Claims in the form  specified  under the
      Severance Plan, 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  plan in this  Agreement  shall be deemed to
      include any similar  plan or program of the Company then in effect that is
      the  predecessor  of,  the  successor  to, or the  replacement  for,  such
      specific plan.

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 case of your death  while any  amounts  are still  payable to you under
      this Agreement,  the Company shall pay all such amounts to your designated
      beneficiary  or, if none has been  designated,  to your  estate as if your
      employment had continued until the end of the Severance Period.

11.   The Company  shall  indemnify  you and hold you harmless  from any and all
      liabilities,  losses,  costs  or  damages,  including  defense  costs  and
      expenses (including, without limitation, fees and disbursements of counsel
      incurred  by you in any action or  proceeding  between the parties to this
      Agreement or between you and any third party or  otherwise)  in connection
      with all claims,  suits or proceeding relating to or arising from a breach
      or alleged breach of this Agreement by the Company.

12.   You  acknowledge  that (i) prior to executing this  Agreement,  you had an
      opportunity  to consult with an attorney of your  choosing and review this
      Agreement  with  such  counsel,  (ii)  you are  executing  this  Agreement
      knowingly and  voluntarily  and (iii) you  understand all of the terms set
      forth herein.

13.   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  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 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.  Should such mediation fail to
      reach an acceptable  conclusion and you are successful in any litigation
      or settlement  that issues from such  dispute,  you shall be entitled to
      receive  from  the  Company  all  of  the  expenses  incurred  by you in
      connection with any such dispute, including reasonable attorney's fees.

14.   Acts Detrimental to the Company

14.1  You  agree  that  you  will  not  do any of  the  following  during  the
      Severance Period:

      14.1.1  commit any  criminal  act  against  the  Company or any act that
             would constitute "Cause";

      14.1.2 disclose any  information  likely to be regarded as  confidential
             and relating to the Company's business;

      14.1.3 solicit the  Company's  employees to work for a competitor of the
             Company; or

      14.1.4 perform  any  act  detrimental  to the  Company  or its  employees,
             including,  but not limited to, disparaging the Company, its senior
             management or its products.

14.2  You agree  that any  breach or  threatened  breach of  Section  14.1 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.

14.3  All of your rights and benefits under this Agreement  shall cease upon any
      breach by you of Section 14.1 of this Agreement.

15.   Miscellaneous

15.1  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.

15.2  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.

15.3  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.

15.4  This Agreement  constitutes the entire understanding of the parties hereto
      with  respect  to the  subject  matter  hereof  and  supersedes  any prior
      agreements, written or oral, with respect thereto.

15.5  This Agreement may be amended or modified only by a written agreement duly
      executed by both of the parties hereto.

15.6  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.

                                    Very truly yours,

                                    THE READER'S DIGEST ASSOCIATION, INC.


                                    /S/GEORGE V. GRUNE
                                       ------------------------------------
                                       George V. Grune
                                       Chairman and Chief Executive Officer


Agreed to and accepted as of December 1, 1997



/S/ PETER J.C. DAVENPORT
------------------------------------
                                  Peter J.C. Davenport