Employment Agreement

Execution Copy

THE READER’S DIGEST ASSOCIATION, INC.

Reader’s Digest Road

Pleasantville, NY 10570-7000

Ms. Mary Berner

Reader’s Digest Road

Pleasantville, NY 10570-7000

You, Mary Berner, the Chief Executive Officer of The Reader’s Digest Association, Inc. (the “ Company ”), will receive cash compensation from the Company equal to $125,000 per month, payable pursuant to the Company’s normal payroll procedures, for so long as you remain employed with the Company during the Company’s Chapter 11 proceedings.  Capitalized terms not otherwise defined herein shall be as defined under that certain Employment Agreement entered into by and between you and the Company dated February 1, 2008 (the “ Employment Agreement ”).

1)           If you are not offered continued employment following the effective date of the Acceptable Plan (as such term is defined in the Restructuring Support Agreement made and entered into on August 17, 2009 between the Company and the other parties signatory thereto (the “ RSA ”)) (the “ Effective Date ”), such that your employment with the Company terminates on such date, then the following provisions will apply: (a) the Employment Agreement will be rejected under the Acceptable Plan; (b) you will continue to be bound by the non-solicitation covenant of Section 6(a)(ii) of your Employment Agreement (except that you will be permitted to hire, without any delay, any employee of the Company whose employment is terminated by the reorganized Company (whether due to its failure to offer continued employment to such employee through the rejection of his or her employment agreement in the Chapter 11 proceedings or otherwise) and the nondisparagement covenant of Section 12 of your Employment Agreement (which shall be deemed amended to cover the signatories of the RSA, including their directors, employees and representatives), in each case following your date of termination of employment with the Company for the applicable periods provided for therein, as well as the non-disclosure covenant in Section 7 of your Employment Agreement; (c) you will be relieved of any obligation with respect to the non-competition covenant of Section 6(a)(i) of your Employment Agreement and any other non-competition covenants in any other agreement between you and the Company; (d) subject to your execution, without revocation, of a Release of Claims in the form (as applicable) attached hereto as Exhibit A-1, you will receive from the Company, in lieu of any other severance payments that may otherwise be due to you, a one-time cash severance payment, in the amount of $2.2 million (plus any Accrued Rights), on the 53rd day after your separation from service with the Company (within the meaning of Internal Revenue Code Section 409A); and (e) subject to its receipt of your executed and irrevocable Release of Claims, the Company shall execute and deliver to you a release of claims for your benefit in the form attached to this letter agreement as Exhibit A-2.  For the avoidance of doubt, if your employment is terminated by you or by the Company for any reason (other than at the initiation of the signatories to the RSA) prior to the Effective Date, none of the provisions contained in this Paragraph (1) shall apply, and this letter agreement will become null and void on such date of termination.

2)           If you are provided the opportunity to execute an amended employment agreement with the Company and to have that agreement assumed by the reorganized Company under the Acceptable Plan, to be effective on and after the Effective Date (the “ Amended Employment Agreement ”), and such Amended Employment Agreement: (a) is in the form and on the terms of your existing Employment Agreement, except for the modifications outlined in this Paragraph 2 and in Paragraph (3) below; (b) provides for a total annual rate of base cash compensation (in lieu of any other base salary or guaranteed bonus amounts provided under Section 3(a) of your Employment Agreement or otherwise) (“ Base Compensation ”) payable to you by the Company of no less than $1.1 million; (c) provides you, on an ongoing basis, with a seat on the board of the reorganized Company; (d) provides you with the opportunity (in all cases in lieu of any other annual or long-term cash incentive opportunities provided under Section 3(b) of your Employment Agreement), to participate in the “Pay for Performance/Variable Comp Plan” and “Enterprise Value Maximization Plan (EVMax),” as described in Exhibits B and C attached hereto, and to earn the level of cash bonus compensation under each such plan as identified in the attached Annex 1, and otherwise to participate in such annual cash bonus plan, and at such level of annual cash bonus compensation, as the Company shall implement in accordance with the provisions of Paragraph 4 below (except that if the Effective Date has not occurred prior to June 15, 2010, the Company and you will negotiate reasonably and in good faith regarding an annual bonus plan, and annual cash bonus compensation opportunity, in respect of the Company’s fiscal year beginning July 1, 2010); and (e) provides you with equity compensation opportunities as provided in Paragraph (4) below; and you decline such opportunity to execute the Amended Employment Agreement, upon any termination of your employment by you or by the Company following such decline, you shall not be entitled to the $2.2 million severance payment described above (or any other severance payments or benefits, other than your Accrued Rights) from the Company, but you shall continue to be bound by the covenants described in Paragraph 1(b), above.

3)           For purposes of confirming the terms of your Amended Employment Agreement, if assumed by the reorganized Company under the Acceptable Plan, in addition to the modifications to your Employment Agreement identified in Paragraph 1, clauses (b), (c), (d) and (e) above (and any provisions in your Employment Agreement that are contrary to these clauses will be amended to be consistent with such clauses), the Amended Employment Agreement will also reflect the following changes to your current Employment Agreement: (1) all references to Ripplewood Holdings L.L.C. or any of its representatives, and any obligations relating to Ripplewood Holdings L.L.C. or any of its representatives, shall be removed; (2) all references to any obligations of the Company relating to equity-based awards (whether relating to the grant or vesting of any such awards) or obligation by you to co-invest, shall be removed; (3) the reorganized Company will be liable for any legal fees or expenses incurred by you in connection with entering into this letter agreement, modifying your Employment Agreement and/or entering into the Amended Employment Agreement (including the review and negotiation of any other plans or agreements relating to your bonus and equity compensation opportunities referenced in Paragraphs 2 and 4 of this letter agreement), up to, in the aggregate, $40,000.00 (to be reimbursed promptly upon remittance of documentation of such fees and in no event later than the Short-Term Deferral Date), and otherwise the provisions of Section 3(i) of your Employment Agreement shall apply to any negotiation and modification to your Amended Employment Agreement (and any other agreements documenting your equity arrangements with the Company) that occurs following the conclusion of all negotiations and documentation of the arrangements described in Paragraphs 2, 3 and 4 of this letter agreement; (4) any references to an “Annual Bonus” shall refer to the applicable annual bonus payable, and your “Annual Bonus opportunity” as used in Section 4(b)(iii)(D) of the Employment Agreement shall refer to your applicable annual bonus opportunity, in each case as set forth in Paragraph 2(d) above, as applicable; (5) the severance calculation in Section 4(c)(i) of the Employment Agreement will equal two times your Base Compensation as in effect at the applicable time; and (6) the nondisparagement covenant of Section 12 of your Employment Agreement will cover the signatories to the RSA, including their directors, employees and representatives.  By executing this letter agreement, you acknowledge and agree that (x) none of the modifications made to your current Employment Agreement as described anywhere in this letter agreement constitute “Good Reason” as defined in your Employment Agreement (or in the Amended Employment Agreement, as applicable) and (y) upon execution, the Amended Employment Agreement will replace your current Employment Agreement and supersedes any other agreements (oral or written) between you and the Company.

4)           Following any assumption by the reorganized Company of your Amended Employment Agreement and the empanelment of the board of directors of the reorganized Company (the “ Board ”), such Board and you shall promptly designate a mutually acceptable, nationally recognized compensation consultant.  Such compensation consultant shall analyze companies that are comparable to the reorganized Company and your experience (including your performance with the Company prior to the Effective Date) and market status, and recommend to the Board and you both the annual cash bonus opportunity and structure to be made available to you and an allocation and structure for equity compensation opportunities to be made available to you out of the 7.5% equity pool described in Exhibit A to the RSA.  If you agree with such consultant’s recommendation with respect to, and/or you and the Board reach another agreement as to, your annual cash bonus and equity compensation opportunities with the Company, such opportunities shall be implemented by the Company.

5)           If you do not agree with the compensation consultant’s recommendation, or if you and the Board do not reach another agreement, in either case as described in Paragraph (4) above, you shall be entitled to promptly resign without Good Reason (as defined in your Amended Employment Agreement) from your positions with the Company and be relieved of any obligations under the non-competition covenant of Section 6(a)(i) of your Amended Employment Agreement and any other non-competition covenants in any other agreement between you and the Company, but (a) you shall not receive the $2.2 million severance payment (nor