EXHIBIT 10.17




                                [OBJECT OMITTED]

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



                                                          April 23, 2001
Thomas D. Gardner
The Reader's Digest Association, Inc.
Reader's Digest Road
Pleasantville, NY  10570

Dear Tom:

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


Agreed to and accepted as of May 20, 2001


     By:    /s/ THOMAS D. GARDNER
     Name:  Thomas D. Gardner
     Title: Senior Vice President and
            President, North American Books
            & Home Entertainment and Global
            Marketing


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