Exhibit 10.27

                 THE READER'S ASSOCIATION, INC.

                SENIOR MANAGEMENT INCENTIVE PLAN


                            ARTICLE I
                       Purpose of the Plan

     1.1    The purpose of the Senior Management Incentive Plan
(the "Plan") of The Reader's Digest Association, Inc. (the
"Company") is to advance the interests of the Company by
providing executive officers and other key employees of the
Company and its designated Subsidiaries (defined below) with
additional incentive to promote the success of the business and
to increase their vested interest in the success of the business
and to increase their vested interest in the success of the
Company, and to encourage them to remain employees, through the
making of certain incentive cash bonus awards ("awards") linked
to performance goals.


                           ARTICLE II
                   Administration of the Plan

     2.1    The Plan shall be administered and interpreted by a
committee (the "Committee") appointed from time to time by the
Board of Directors of the Company (the "Board") and consisting of
three or more Directors.  Members of the Committee shall not be
eligible to participate in the Plan.

     2.2    The Committee shall have full authority to make or
withhold awards, to construe and interpret the terms and
provisions of the Plan and any award made hereunder, to adopt,
alter and repeal such administrative rules, guidelines and
practices governing this Plan and perform all acts, including the
delegation of its administrative responsibilities, as it shall,
from time to time, deem advisable, and to otherwise supervise the
administration of this Plan.

     2.3    The Committee may correct any defect, supply any
omission or reconcile any inconsistency in the Plan, or in any
award made hereunder, in the manner and to the extent it shall
deem necessary to carry the Plan into effect.

     2.4    Any decision, interpretation or other action made or
taken in good faith by or at the direction of the Board or the
Committee arising out of or in connection with the Plan shall be
within the absolute discretion of all and each of them, as the
case may be, and shall be final, binding and conclusive on the
Company and all employees and Participants and their respective
heirs, executors, administrators, successors and assigns.

     2.5    No member of the Board, no employee of the Company
and no member of the Committee (nor the Committee itself) 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 Plan
have been delegated or, except in circumstances involving his bad
faith, gross negligence or fraud, for anything done or omitted to
be done by himself.  The Company or the Committee may consult
with legal counsel, who may be counsel for the Company or other
counsel, with respect to its obligations or duties hereunder, or
with respect to any action or proceeding or any question of law,
and shall not be liable with respect to any action taken or
omitted by it in good faith pursuant to the advice of such
counsel.

     2.6    For purposes of this Plan, "designated Subsidiaries"
shall mean 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 Committee.


                           ARTICLE III
                           Eligibility

     3.1    Eligible employees include employees of the Company
and the designated Subsidiaries who are executive officers and
other key employees.  "Participants" shall mean all such eligible
employees designated by the Committee.

     3.2    A Participant who ceases to be employed by the
Company or a designated Subsidiary by reason of:

      (i)   transfer at the Company's request to an Affiliate (as
defined in Section 414 of the Internal Revenue Code of 1986, as
amended);

      (ii)  death;

      (iii) disability (as defined under the terms of The
Reader's Digest Association, Inc. Long Term Disability Plan); or

      (iv)  "early" or "normal" retirement (as defined under the
terms of The Reader's Digest Association, Inc. Retirement Plan)
(in each case, whether or not such Participant is covered by such
plan);

shall be eligible for an award (or portion thereof) for the
fiscal year in which the transfer, death or disability occurs,
only if and to the extent the  goals described in Article IV have
been met and the Committee shall decide in its sole discretion;
provided, however, that the award will be for the portion of the
year the Participant was employed determined by multiplying the
final award by a fraction the numerator or which is the number of
months the Participant is employed and the denominator of which
is the number of months in the applicable performance cycle.

     3.3    A Participant who ceases to be employed by the
Company or a designated Subsidiary for any reason other than
those enumerated in Section 3.2 above, shall not be eligible for
an award in respect of the fiscal year in which such termination
of employment by the Company or a designated Subsidiary occurs.
For the purposes of this Section, it shall not be considered a
termination of employment when a Participant is transferred from
the Company or a designated Subsidiary to another designated
Subsidiary or to the Company or to any affiliate as defined in
Section 414 of the Internal Revenue Code of 1986, as amended.


                           ARTICLE IV
                      Awards Under the Plan

     4.1    For each fiscal year, the Committee shall establish a
performance threshold based on one or more of the performance
goals set forth in Section 4.3 which must be attained in order
for any awards to be paid.

     4.2    For each fiscal year, the Committee shall establish
individual incentive targets for awards under the Plan and shall
establish performance goals relating to (a) financial performance
based on one or more of the performance goals set forth in
Section 4.3, and (b) individual performance during that fiscal
year.

     4.3    For purposes of Sections 4.1 and 4.2, the performance
goals shall be based on any one or more of the following business
criteria relating to the Company or any subsidiary, division or
other unit of the Company: revenue, net income, net income per
share, operating income, earnings per share, cash flow, EBITDA,
total shareholder return, total shareholder return relative to
peers, financial returns (including without limitation, return on
assets, return on equity and return on investment), cost
reduction targets, customer satisfaction, customer growth and
employee satisfaction.  The formula for any such award may
include or exclude items to measure the specific objectives, such
as losses from discontinued operations, extraordinary gains and
losses, the cumulative effect of accounting changes, acquisitions
or divestitures, core process redesigns, structural
changes/outsourcing, foreign exchange impacts and any unusual,
nonrecurring gain or loss.

     4.4    For each fiscal year, the Committee shall establish a
formula for funding an incentive pool consisting of the maximum
aggregate awards that would be available to all Participants
under the Plan pursuant to the individual award targets.

     4.5    No later than 90 days after the commencement of the
fiscal year, the Committee shall establish the individual awards
targets (by grade level) and performance goals pursuant to
Sections 4.1, 4.2, and 4.3 and shall, in its discretion, approve
an incentive pool based on the funding formula pursuant to
Section 4.2.

     4.6    Promptly after the end of a fiscal year, the
Committee shall determine the extent to which performance goals
for that fiscal year have been achieved and shall determine the
allocation of individual awards to Participants, with the amount
based on Section 4.2(a) above; provided that 50% of such amount
may be reduced by the Committee in its discretion based on
Section 4.2(b).

     4.7    The Committee shall review and, in its discretion,
shall certify the achievement of the applicable financial
performance goals and the individual performance goals of each
executive officer of the Company who is a Participant.

     4.8    The Committee may, but need not, pay out the full
amount of the incentive pool for any fiscal year.  Any reduction
of any award to an executive officer will not result in an
increase in the amount payable to another executive officer.

     4.9    Each award made under the Plan shall be paid or
allocated as soon as practicable after the close of the fiscal
year, except as provided in Article V and unless otherwise
determined by the Committee.  The Committee, in its sole
discretion, may permit a Participant to defer payment of his
award under The Reader's Digest Association, Inc. Deferred
Compensation Plan, as such plan may be modified from time to
time, or any other plan applicable to the Participant.

     4.10   In the event of the death of a Participant after the
making of the award but prior to the payment of his award
hereunder, payment shall be made to such beneficiary or
beneficiaries as the Participant shall have previously designated
in writing.  Such designation shall not be effective unless filed
with the Company.  If there is no effective designation of a
beneficiary at the time of the Participant's death, or in the
event that the designated person or persons shall predecease such
Participant, any such award payable shall be made to the
Participant's estate or legal representative.

     4.11   The amount paid to any employee with respect to any
award shall not exceed $2,500,000.


                            ARTICLE V
              Amendment or Termination of the Plan

     5.1    Notwithstanding any other provision of this Plan, the
Board may at any time, and from time to time, amend, in whole or
in part, any or all of the provisions of the Plan, or suspend or
terminate it entirely, retroactively or otherwise; provided,
however, that any such amendment, suspension or termination may
not, without the Participant's consent, adversely affect any of
the awards theretofore made to him under the Plan.


                           ARTICLE VI
                          Miscellaneous

     6.1    No person shall have any claim or right to be made an
award under the Plan, and neither this Plan, the establishment of
any goals or standards nor the making of an award under this Plan
shall give any Participant or other employee any right with
respect to continuance of employment by the Company or any
subsidiary, nor shall there be a limitation in any way on the
right of the Company or any subsidiary by which an employee is
employed to terminate his employment at any time.

     6.2    Except by will or the laws of descent and
distribution, no right or interest in any award made under this
Plan shall be assignable or transferable, and no right or
interest of any Participant hereunder shall be subject to any
lien, obligation or liability of such Participant.

     6.3    The Company will bear all expenses incurred in
administering this Plan.

     6.4    This Plan and the obligations of the Company
hereunder shall be subject to all applicable Federal and state
laws, rules and regulations and to such approvals by any
governmental or regulatory agency as may from time to time be
required.  The Board may make such changes in this Plan as may be
necessary or desirable, in the opinion of the Board, to comply
with the laws, rules and regulations of any governmental or
regulatory authority, or to be eligible for tax benefits under
the Code, or any other laws or regulations of any Federal, state,
local or foreign government.

     6.5    The Company shall have the right to deduct from any
payment to be made pursuant to this Plan, or to otherwise require
prior to the payment of any amount hereunder, payment by the
Participant of, any Federal, state or local taxes required by law
to be withheld.

     6.6    No assets shall be segregated or earmarked in respect
of any award hereunder and no Participant shall have any right to
assign, transfer, pledge or hypothecate his interest, or any
portion thereof, in his award.  The Plan and the making of awards
hereunder shall not constitute a trust.

     6.7    This Plan and actions taken in connection herewith
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).

     6.8    Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also
used in the feminine gender in all cases where they would so
apply, and wherever any words are used herein in the singular
form they shall be construed as though they were also used in the
plural form in all cases where they would so apply.  The titles
to Articles of this Plan are intended solely as a convenience and
shall not be used as an aid in construction of any provisions
thereof.

     6.9    This Plan shall be known as "The Reader's Digest
Association, Inc. Senior Management Incentive Plan."

     6.10   The material terms consisting of the business
criteria, maximum amount, and eligible employees shall be subject
to the approval of the stockholders before payments may be made.