THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.2

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “ Third Amendment ”) is entered into as of November 15, 2006, by and between The Reader’s Digest Association, Inc., a Delaware corporation (the “ Company ”) and Thomas O. Ryder (the “ Executive ”).

WITNESSETH :

WHEREAS, the Executive and the Company entered into an Employment Agreement dated as of April 28, 1998 (the “ Original Agreement ”), as amended by the Amendment to Employment Agreement dated as of November 21, 2003 (the “ First Amendment ”) and as further amended by the Letter Agreement between the Executive and the Company dated October 28, 2005 (the “ Second Amendment ”);

WHEREAS, under the terms of the Second Amendment, the Executive informed the Company of the Executive’s decision to retire from his employment, effective as of December 31, 2006;

WHEREAS, at the request of the Company, the Executive has agreed to postpone his retirement and to continue his employment with the Company as a special advisor to the Chief Executive Officer of the Company until June 30, 2007 (the “ Special Advisor ”), provided that, the Company enters into a “ Definitive Agreement ” on or prior to December 31, 2006 (the “ Transaction Date ”) which, if consummated, will result in a “ Change in Control ” (as defined in Section 4.4 of The Reader’s Digest Association, Inc. 2001 Income Continuation Plan for Senior Management, as amended November 15, 2006 (the “ 2001 ICP ”);

WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to amend the terms of the Executive’s employment, as provided in this Third Amendment;

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements set forth herein, the Company and the Executive agree as follows:

1. Effectiveness of the Third Amendment . This Third Amendment will be effective only upon the Transaction Date. If no Transaction Date occurs, this Third Amendment will be void and of no effect.

2. Retirement as Chairman of the Board and Continued Employment .

(a) Except as otherwise provided herein, the terms of this Third Amendment will supersede in all respects any contrary terms of the Original Agreement, the First Amendment and the Second Amendment.

(b) Effective as of December 31, 2006, the Executive will retire as a director of the Company and as Chairman of the Board and from all remaining officer and fiduciary

positions with the Company and its subsidiaries and affiliates and will continue as a full-time employee of the Company and Special Advisor to the Chief Executive Officer. In such capacity, the Executive will perform such duties as assigned by the Chief Executive Officer on a schedule and in a location specified in such assignment until the earlier of June 30, 2007 or the occurrence of a Change in Control (the “ Employment Term ”). The Company will provide the Executive with appropriate support reasonably necessary, in the discretion of the Company, for the Executive to perform his assigned duties for the Company.

(c) Upon the expiration of the Employment Term, the Executive will resign as Special Advisor and retire as an employee of the Company.

(d) The Executive hereby waives the Good Reason provisions set forth in the Original Agreement and further agrees that the changes in the terms of his employment, as specified in this Third Amendment, will not constitute “Good Reason” or termination without “Cause” (each term as defined in the Original Agreement) under the Original Agreement.

3. Compensation and Benefits .

(a) During the Employment Term, the Company will pay the Executive a salary of $5,000 per month, provided that his services are performed as requested by the Chief Executive Officer, payable in accordance with the Company’s regular payroll practices.

(b) During the Employment Term, the Executive will be eligible to continue to participate in the Company’s health and other welfare benefit plans. During the Employment Term, the Executive will not be eligible to participate in any fringe benefits, perquisites and severance plans, except as otherwise provided in Section 4 of this Third Amendment, maintained by the Company. The Executive will not participate in the Company’s Excess Benefit Retirement Plan or the Company’s 1992 Executive Retirement Plan after December 31, 2006. The Executive’s annual incentive award for fiscal 2007 shall be limited to a bonus with a target of $500,000, as determined under the terms of the Senior Management Incentive Plan (“ SMIP ”), determined in the sole discretion of the Company’s Board of Directors, payable when annual bonuses are generally paid under the SMIP.

(c) The Executive will not be eligible for new awards under any incentive compensation plans maintained by the Company, whether annual, long-term or otherwise; provided , however , that, during the Employment Term, the Executive will continue to vest in any awards outstanding as of the date of this Third Amendment in accordance with the terms of such awards and the 2001 ICP.

(d) If the Company consummates a transaction constituting a Change in Control on or prior to June 30, 2007, and conditioned upon the Executive’s delivering to the Company a release satisfactory to the Company in a form substantially similar to the release attached hereto as Exhibit A , with all periods for revocation expired, the Executive will receive from the Company a severance payment (the “ Severance Payment ”) equal to the lesser of: (i) four million dollars ($4,000,000) or (ii) such lesser amount as would not cause the Executive to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (or any successor provision thereto) (the “ Code ”), which will be payable on the date that is six months and one day following the date of the Executive’s separation from service, or such earlier date as may be permitted by guidance under Code Section 409A.

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(e) The Severance Payment will not be included as compensation or salary for purposes of any benefit plan maintained by the Company.

(f) The Executive will continue to be entitled to reimbursement of expenses as provided in Section 8(a) of the Original Agreement. Except as provided in this Section 3(f), the other provisions of Section 8 of the Original Agreement will be superseded by this Third Amendment.

(g) Upon the retirement and resignation of the Executive’s employment pursuant to the terms of this Third Amendment, the Executive will receive the retirement benefits provided in Section 12 of the Original Agreement.

(h) The provisions of Sections 12 - 14 and Sections 17 - 25 of the Original Agreement, as amended by the First Amendment and the Second Amendment, will continue in full force and effect.

4. Waiver of Certain Benefits Under and Provisions of the 2001 ICP . The Executive hereby waives each and every right and benefit under Article V of the 2001 ICP; provided , however , that Article IV - A of the 2001 ICP will continue to apply to the Executive.

5. Application of Code Section 409A . This Third Amendment is intended to be administered and interpreted in a manner that is consistent with the requirements of Section 409A of the Code. The timing of all payments provided in this Third Amendment, are therefore subject to the requirements of Section 409A of the Code and other provisions of the Code and the implementing regulations of the Code. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Third Amendment is guaranteed, and the Executive will be responsible for any taxes, penalties and interest imposed on him under or as a result of Section 409A of the Code in connection with this Third Amendment.

[Signature page follows.]

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IN WITNESS WHEREOF, the Company has caused this Third Amendment to be signed by an officer pursuant to the authority of its Board, and the Executive has executed this Third Amendment, as of the day and year first written above.

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Exhibit A

FORM OF RELEASE AGREEMENT

THIS RELEASE AGREEMENT (the “ Agreement ”) is made and entered into by and between Thomas O. Ryder (the “ Executive ”) and The Reader’s Digest Association, Inc. (the “ Company ”).

WITNESSETH:

WHEREAS, the Executive and the Company executed the Third Amendment to the Employment Agreement, effective as of November 15, 2006 (the “ Third Amendment ”), pursuant to which the Executive agreed to postpone his retirement and to continue his employment with the Company until June 30, 2007 as a Special Advisor (as defined in the Third Amendment);

WHEREAS, the Executive’s employment with the Company terminated on                      , 2007; and

WHEREAS, the Executive is required to sign this Agreement within twenty-one days after the Executive is provided a copy of this Agreement in order to receive the Severance Payment (as defined in the Third Amendment).

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties do hereby finally, fully, and completely release all of these matters in their entirety as follows:

1. Complete Release by the Executive . In consideration of the promises contained herein, the Executive has released and forever discharged, and by these presents, for himself, his heirs, dependents, successors, assigns, executors, and representatives of any kind, if any, does hereby irrevocably and unconditionally releases and forever discharges the Company and any of the Company’s current and former direct and indirect parents, subsidiaries, associates, affiliates, divisions, partners, representatives, directors, officers, employees, stockholders, heirs, assigns, insurers,