10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2009

Or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

Commission file number: 1-1969

ARBITRON INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of	52-0278528
incorporation or organization)	(I.R.S. Employer Identification No.)

9705 Patuxent Woods Drive
Columbia, Maryland 21046
(Address of principal executive offices) (Zip Code)
(410) 312-8000
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ  Accelerated filer o  Non-accelerated filer   o
(Do not check if a smaller reporting company) Smaller reporting company o 

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     The registrant had 26,480,190 shares of common stock, par value $0.50 per share, outstanding as of May 1, 2009.

ARBITRON INC.

INDEX

		Page No.
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets — March 31, 2009, and December 31, 2008		4
	Consolidated Statements of Income — Three Months Ended March 31, 2009, and 2008		5
	Consolidated Statements of Cash Flows — Three Months Ended March 31, 2009, and 2008		6
	Notes to Consolidated Financial Statements — March 31, 2009		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		33
Item 4.	Controls and Procedures		33
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings		34
Item 1A.	Risk Factors		36
Item 6.	Exhibits		37
Signature			38

     Arbitron owns or has the rights to various trademarks, trade names or service marks used in its radio audience measurement business and subsidiaries, including the following: the Arbitron name and logo, Arbitrends^SM, RetailDirect^®, RADAR^®, Tapscan^TM, Tapscan WorldWide^TM, LocalMotion^®, Maximi$er^®, Maximi$er^® Plus, Arbitron PD Advantage^®, SmartPlus^®, Arbitron Portable People Meter^TM, PPM^TM, Arbitron PPM^®, Marketing Resources Plus^®, MRP^SM, PrintPlus^®, MapMAKER Direct^SM, Media Professional^SM, Media Professional Plus^SM, Qualitap^SM and Schedule-It^SM.

     The trademarks Windows^® and Media Rating Council^® are the registered trademarks of others.

3

ARBITRON INC.

Consolidated Balance Sheets

(In thousands, except par value data)

	March 31,			December 31,
	2009			2008
	(unaudited)			(audited)
Assets
Current assets
Cash and cash equivalents	$	4,268		$	8,658
Trade accounts receivable, net of allowance for doubtful accounts of $2,797 in 2009 and $2,598 in 2008		46,306			50,037
Inventory		1,579			2,507
Prepaid expenses and other current assets		14,542			10,167
Deferred tax assets		2,354			2,476
Total current assets		69,049			73,845
Investment in affiliate		8,400			14,901
Property and equipment, net		64,242			62,930
Goodwill, net		38,500			38,500
Other intangibles, net		915			950
Noncurrent deferred tax assets		7,983			7,576
Other noncurrent assets		557			895
Total assets	$	189,646		$	199,597
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	10,249		$	15,401
Accrued expenses and other current liabilities		31,457			29,732
Short-term borrowings		3,000			—
Deferred revenue		46,347			57,304
Total current liabilities		91,053			102,437
Long-term debt		75,000			85,000
Other noncurrent liabilities		26,625			26,655
Total liabilities		192,678			214,092
Commitments and contingencies		—			—
Stockholders’ deficit
Preferred stock, $100.00 par value, 750 shares authorized, no shares issued		—			—
Common stock, $0.50 par value, authorized 500,000 shares, issued 32,338 shares as of December 31, 2009, and 2008		16,169			16,169
Net distributions to parent prior to March 30, 2001, spin-off		(239,042	)		(239,042	)
Retained earnings subsequent to spin-off		237,613			226,345
Common stock held in treasury, 5,858 shares in 2009 and 5,928 shares in 2008		(2,929	)		(2,964	)
Accumulated other comprehensive loss		(14,843	)		(15,003	)
Total stockholders’ deficit		(3,032	)		(14,495	)
Total liabilities and stockholders’ deficit	$	189,646		$	199,597

See accompanying notes to consolidated financial statements.

4

ARBITRON INC.

Consolidated Statements of Income

(In thousands, except per share data)

(unaudited)

	Three Months Ended
	March 31,
	2009			2008
Revenue	$	98,489		$	94,065
Costs and expenses
Cost of revenue		39,529			35,110
Selling, general and administrative		18,424			18,552
Research and development		9,306			9,664
Restructuring and reorganization		8,171			—
Total costs and expenses		75,430			63,326
Operating income		23,059			30,739
Equity in net loss of affiliate(s)		(3,000	)		(3,945	)
Income from continuing operations before interest and income tax expense		20,059			26,794
Interest income		19			184
Interest expense		333			198
Income from continuing operations before income tax expense		19,745			26,780
Income tax expense		7,404			10,468
Income from continuing operations		12,341			16,312
Discontinued operations
Loss from discontinued operations, net of taxes		—			(495	)
Gain on sale of discontinued operations, net of taxes		—			450
Total loss from discontinued operations, net of taxes		—			(45	)
Net income	$	12,341		$	16,267
Income per weighted-average common share
Basic
Continuing operations	$	0.47		$	0.58
Discontinued operations		—			—
Net income	$	0.47		$	0.58
Diluted
Continuing operations	$	0.46		$	0.58
Discontinued operations		—			—
Net income	$	0.46		$	0.57
Weighted-average common shares used in calculations
Basic		26,431			28,191
Potentially dilutive securities		114			121
Diluted		26,545			28,312
Dividends declared per common share outstanding	$	0.10		$	0.10

Note: Certain per share data amounts may not total due to rounding.

See accompanying notes to consolidated financial statements.

5

ARBITRON INC.

Consolidated Statements of Cash Flows

(In thousands and unaudited)

	Three Months Ended March 31,
	2009			2008
Cash flows from operating activities
Net income	$	12,341		$	16,267
Loss from discontinued operations, net of taxes		—			45
Income from continuing operations		12,341			16,312
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization of property and equipment		5,188			3,782
Amortization of intangible assets		35			140
Loss on asset disposals		543			362
Deferred income taxes		(392	)		799
Equity in net loss of affiliate(s)		3,000			3,945
Distributions from affiliate		3,501			3,500
Bad debt expense		363			280
Non-cash share-based compensation		1,883			1,618
Changes in operating assets and liabilities
Trade accounts receivable		3,368			1,686
Prepaid expenses and other assets		(4,185	)		(3,590	)
Inventory		837			(45	)
Accounts payable		(4,327	)		(1,517	)
Accrued expenses and other current liabilities		1,673			(2,652	)
Deferred revenue		(10,957	)		(8,585	)
Other noncurrent liabilities		368			52
Net cash used in operating activities of discontinued operations		—			(871	)
Net cash provided by operating activities		13,239			15,216
Cash flows from investing activities
Additions to property and equipment		(7,808	)		(7,023	)
Investment in affiliate		—			(388	)
Net cash provided by investing activities from discontinued operations		—			1,027
Net cash used in investing activities		(7,808	)		(6,384	)
Cash flows from financing activities
Proceeds from stock option exercises and stock purchase plan		476			1,054
Stock repurchases		—			(36,911	)
Tax (loss) benefits realized from share-based awards		(613	)		27
Dividends paid to stockholders		(2,640	)		(2,830	)
Borrowings under Credit Facility		3,000			45,000
Payments of outstanding debt		(10,000	)		(12,000	)
Net cash used in financing activities		(9,777	)		(5,660	)
Effect of exchange rate changes on cash and cash equivalents		(44	)		5
Net change in cash and cash equivalents		(4,390	)		3,177
Cash and cash equivalents at beginning of period		8,658			22,128
Cash and cash equivalents at end of period	$	4,268		$	25,305

See accompanying notes to consolidated financial statements.

6

ARBITRON INC.

Notes to Consolidated Financial Statements

March 31, 2009

(unaudited)

1. Basis of Presentation and Consolidation

Presentation

     The accompanying unaudited consolidated financial statements of Arbitron Inc. (the “Company” or “Arbitron”) have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included and are of a normal recurring nature. The consolidated balance sheet as of December 31, 2008, was audited at that date, but all of the information and notes as of December 31, 2008, required by U.S. generally accepted accounting principles have not been included in this Form 10-Q. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Consolidation

     The consolidated financial statements of the Company for the three months ended March 31, 2009, reflect the consolidated financial position, results of operations and cash flows of the Company and its subsidiaries: Arbitron Holdings Inc., Audience Research Bureau S.A. de C.V., Ceridian Infotech (India) Private Limited, Arbitron International, LLC and Arbitron Technology Services India Private Limited. All significant intercompany balances have been eliminated in consolidation. The Company consummated the sale of CSW Research Limited (“Continental”) and Euro Fieldwork Limited, a subsidiary of CSW Research Limited, on January 31, 2008. The financial information of CSW Research Limited and Euro Fieldwork Limited has been separately reclassified within the consolidated financial statements as a discontinued operation. See Note 2 for further information.

7

2. Discontinued Operation

     During the fourth quarter of 2007, the Company approved a plan to sell Continental, which represented a component of the Company’s international operations. As a result, the assets and liabilities, results of operations and cash flow activity of Continental were reclassified separately as a discontinued operation held for sale within the consolidated financial statements for all periods presented on the Company’s annual consolidated financial statements filed on Form 10-K for the years ended December 31, 2008, and 2007. On January 31, 2008, the sale of Continental was completed at a gain of $0.5 million. The following table presents key information associated with the operating results of the discontinued operations for the 2008 reporting period presented in the consolidated financial statements filed in this quarterly report on Form 10-Q for the period ended March 31, 2009 (in thousands):

	Three Months
	Ended March 31,
Results of Discontinued Operations	2008
Revenue	$	1,011
Operating expenses		1,802
Operating loss		(791	)
Net interest income		7
Loss before income tax benefit		(784	)
Income tax benefit		289
Loss from discontinued operations, net of taxes		(495	)
Gain on sale, net of taxes		450
Total loss from discontinued operations, net of taxes	$	(45	)

8

3. Long-Term Debt

     On December 20, 2006, the Company entered into an agreement with a consortium of lenders to provide up to $150.0 million of financing to the Company through a five-year, unsecured revolving credit facility (the “Credit Facility”). The agreement contains an expansion feature for the Company to increase the total financing available under the Credit Facility up to $200.0 million with such increased financing to be provided by one or more existing Credit Facility lending institutions, subject to the approval of the lending banks, and/or in combination with one or more new lending institutions, subject to the approval of the Credit Facility’s administrative agent. As of March 31, 2009, and December 31, 2008, the outstanding borrowings under the Credit Facility were $78.0 million and $85.0 million, respectively. The $78.0 million of debt recorded as of March 31, 2008, included $3.0 million in short-term borrowings under the provisions of the Credit Facility. There was no short-term debt recorded as of December 31, 2008.

     Under the terms of the Credit Facility, the Company is required to maintain certain leverage and coverage ratios and meet other financial conditions. The agreement contains certain financial covenants, and limits among other things, the Company’s ability to sell certain assets, incur additional indebtedness, and grant or incur liens on its assets. Under the terms of the Credit Facility, all of the Company’s material domestic subsidiaries, if any, guarantee the commitment. As of March 31, 2009, and December 31, 2008, the Company had no material domestic subsidiaries as defined by the terms of the Credit Facility. As of March 31, 2009, and December 31, 2008, the Company was in compliance with the terms of the Credit Facility.

     If a default occurs on outstanding borrowings, either because the Company is unable to generate sufficient cash flow to service the debt or because the Company fails to comply with one or more of the restrictive covenants, the lenders could elect to declare all of the then outstanding borrowings, as well as accrued interest and fees, to be immediately due and payable. In addition, a default may result in the application of higher rates of interest on the amounts due.

     The Credit Facility has two borrowing options, a Eurodollar rate option or an alternate base rate option, as defined in the agreement. Under the Eurodollar option, the Company may elect interest periods of one, two, three or six months at the inception date and each renewal date. Borrowings under the Eurodollar option bear interest at the London Interbank Offered Rate (LIBOR) plus a margin of 0.575% to 1.25%. Borrowings under the base rate option bear interest at the higher of the lead lender’s prime rate or the Federal Funds rate plus 50 basis points, plus a margin of 0.00% to 0.25%. The specific margins, under both options, are determined based on the Company’s ratio of indebtedness to earnings before interest, income taxes, depreciation, amortization and non-cash share-based compensation (the “leverage ratio”), and is adjusted every 90 days. The agreement contains a facility fee provision whereby the Company is charged a fee, ranging from 0.175% to 0.25%, applied to the total amount of the commitment. The interest rate on outstanding borrowings as of March 31, 2009, and December 31, 2008, was 1.40% and 1.31%, respectively.

     Interest paid during the three-month periods ended March 31, 2009, and 2008, was $0.3 million and $0.2 million, respectively. Interest capitalized during each of the three-month periods ended March 31, 2009, and 2008 was less than $0.1 million. Non-cash amortization of deferred financing costs classified as interest expense during each of the three-month periods ended March 31, 2009, and 2008, was less than $0.1 million.

9

4. Stockholders’ Deficit

     Changes in stockholders’ deficit for the three months ended March 31, 2009, were as follows (in thousands):

								Net Distributions
								to Parent			Retained			Accumulated
								Prior to			Earnings			Other			Total
	Shares		Common		Treasury			March 30, 2001			Subsequent			Comprehensive			Stockholders’
	Outstanding		Stock		Stock			Spin-off			to Spin-off			Loss			Deficit
Balance as of December 31, 2008		26,410	$	16,169	$	(2,964	)	$	(239,042	)	$	226,345		$	(15,003	)	$	(14,495	)
Net income		—		—		—			—			12,341			—			12,341
Common stock issued from treasury stock		70		—		35			—			301			—			336
Tax loss from share-based awards		—		—		—			—			(613	)		—			(613	)
Non-cash share-based compensation		—		—		—			—			1,883			—			1,883
Dividends declared		—		—		—			—			(2,644	)		—			(2,644	)
Other comprehensive income		—		—		—			—			—			160			160
Balance as of March 31, 2009		26,480	$	16,169	$	(2,929	)	$	(239,042	)	$	237,613		$	(14,843	)	$	(3,032	)

     A quarterly cash dividend of $0.10 per common share was paid to stockholders on April 1, 2009.

10

5. Net Income per Weighted-Average Common Share

     The computations of basic and diluted net income per weighted-average common share for the three-month periods ended March 31, 2009, and 2008, are based on the Company’s weighted-average shares of common stock and potentially dilutive securities outstanding.

     Potentially dilutive securities are calculated in accordance with the treasury stock method, which assumes that the proceeds from the exercise of all stock options are used to repurchase the Company’s common stock at the average market price for the period. As of March 31, 2009, and 2008, there were options to purchase 2,048,400 and 1,915,916 shares of the Company’s common stock outstanding, of which options to purchase 2,047,270 and 453,930 shares of the Company’s common stock, respectively, were excluded from the computation of diluted net income per weighted-average common share for the quarter ended March 31, 2009, and 2008, respectively, either because the options’ exercise prices were greater than the average market price of the Company’s common shares or assumed repurchases from proceeds from the options’ exercise were potentially antidilutive. The Company elected to use the alternative method prescribed by the Financial Accounting Standards Board (“FASB”) Staff Position Statement of Financial Accounting Standards (“SFAS”) No. 123R-3, Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards, for determining its initial hypothetical tax benefit pool. In addition, in accordance with provisions under SFAS No. 123R, Share-Based Payment, (“SFAS No. 123R”) the assumed proceeds associated with the entire amount of tax benefits for share-based awards granted prior to SFAS No. 123R adoption, if any, were used in the diluted shares computation. For share-based awards granted subsequent to the January 1, 2006, SFAS No. 123R adoption date, the assumed proceeds for the related excess tax benefits, if any, were used in the diluted shares computation.

11

6. Comprehensive Income and Accumulated Other Comprehensive Loss

     The Company’s comprehensive income is comprised of net income, changes in foreign currency translation adjustments, and changes in retirement liabilities, net of tax (expense) benefits. The components of comprehensive income were as follows (in thousands):

	Three Months Ended
	March 31,
	2009			2008
Net income	$	12,341		$	16,267
Other comprehensive income (loss):
Change in foreign currency translation adjustment, net of tax benefit of $52, and $240 for the three months ended March 31, 2009, and 2008, respectively		(79	)		(371	)
Change in retirement liabilities, net of tax expense of $159, and $93 for the three months ended March 31, 2009, and 2008, respectively		239			144
Other comprehensive income (loss)		160			(227	)
Comprehensive income	$	12,501		$	16,040

The components of accumulated other comprehensive loss were as follows (in thousands):

	March 31,			December 31,
	2009			2008
Foreign currency translation adjustment, net of taxes	$	(363	)	$	(284	)
Retirement plan liabilities, net of taxes		(14,480	)		(14,719	)
Accumulated other comprehensive loss	$	(14,843	)	$	(15,003	)

12

7. Investment in Affiliate

     Investment in affiliate(s) consists of the Company’s 49.5% interest in Scarborough, a syndicated, qualitative local market research partnership, and until its termination on June 30, 2008, the Company’s 50.0% interest in Project Apollo LLC, a pilot national marketing research service. Both investments are accounted for using the equity method of accounting. The following table shows the investment activity for each of the Company’s affiliates and in total for the three months ended March 31, 2009, and 2008:

	Summary of Investment Activity in Affiliates (in thousands)
	Three Months Ended								Three Months Ended
	March 31, 2009								March 31, 2008
				Project								Project
				Apollo								Apollo
	Scarborough			LLC		Total			Scarborough			LLC			Total
Beginning balance	$	14,901		$	—	$	14,901		$	14,420		$	842		$	15,262
Equity in net loss of affiliate(s)		(3,000	)		—		(3,000	)		(2,914	)		(1,031	)		(3,945	)
Distributions from affiliate		(3,501	)		—		(3,501	)		(3,500	)		—			(3,500	)
Cash investments in affiliate		—			—		—			—			388			388
Ending balance at March 31	$	8,400		$	—	$	8,400		$	8,006		$	199		$	8,205

8. Prepaids and Other Current Assets

     Prepaids and other current assets as of March 31, 2009 and December 31, 2008, consists of the following (in thousands):

	March 31, 2009		December 31, 2008
Insurance recovery receivables	$	6,770	$	5,775
Survey participant incentives and prepaid postage		3,435		2,615
Prepaid Scarborough royalty		2,788		—
Other		1,549		1,777
Prepaids and other current assets	$	14,542	$	10,167

     During 2008, the Company became involved in a number of significant securities-law related legal actions and a governmental interaction primarily related to the commercialization of our PPM service. During 2008 and the three months ended March 31, 2009, the Company incurred $7.4 million in legal fees and costs in defense of its positions related to those actions and interaction, of which the Company estimates that $5.8 million are probable for recovery under the Company’s Director’s and Officer’s insurance. During the three months ended March 31, 2009, the $1.0 million increase in the receivable for the insurance recovery was reported as a reduction to selling, general and administrative expense on the income statement to partially offset the $1.2 million in related legal fees recorded during the first quarter of 2009.

     The Company also recorded a $1.0 million insurance claims receivable related to business interruption losses and damages incurred as a result of Hurricane Ike as of December 31, 2008. As of March 31, 2009, the Company estimates that $1.0 million of the $2.3 million loss for Hurricane Ike are probable for recovery through insurance.

13

9. Restructuring and Reorganization Initiative

     During the first quarter of 2009, the Company implemented a reorganization plan. Part of the reorganization included a strategic realignment initiative whereby the Company reduced its workforce by approximately 10 percent of its full-time employees. During this process, the Company incurred $8.2 million of pre-tax implementation expenses, related principally to severance, termination benefits, outplacement support and certain relocation cost obligations that were incurred as part of the reorganization of the Company’s management structure.

     Although the Company recognized a substantial majority of the related expense during the first quarter of 2009, certain other expenses associated with the restructuring will be incurred and recognized during the remainder of 2009. The Company estimates that the restructuring charge for the full year ended December 31, 2009, will be approximately $9.0 million.

     The following table presents additional information regarding the activity for the three months ended March 31, 2009 (in thousands):

Reconciliation of beginning and ending liability balances

	Restructuring and
	Reorganization
	Charges
Beginning liability — January 1, 2009	$	—
Costs incurred and charged to expense		8,171
Costs paid during the period		(15	)
Ending liability — March 31, 2009	$	8,156

14

10. Retirement Plans

     Certain of the Company’s United States employees participate in a defined-benefit pension plan that closed to new participants effective January 1, 1995. The Company subsidizes healthcare benefits for eligible retired employees who participate in the pension plan and were hired before January 1, 1992. The Company also sponsors two nonqualified, unfunded supplemental retirement plans.

     The components of periodic benefit costs for the defined-benefit pension, postretirement and supplemental retirement plans were as follows (in thousands):

	Defined-Benefit						Postretirement				Supplemental
	Pension Plan						Plan				Retirement Plans
	Three Months						Three Months				Three Months
	Ended March 31,						Ended March 31,				Ended March 31,
	2009			2008			2009		2008		2009			2008
Service cost	$	222		$	196		$	12	$	10	$	41		$	30
Interest cost		476			506			23		24		90			59
Expected return on plan assets		(577	)		(614	)		—		—		—			—
Amortization of prior service cost		6			6			—		—		(5	)		(6	)
Amortization of net loss		249			182			11		8		139			46
Net periodic benefit cost	$	376		$	276		$	46	$	42	$	265		$	129

     The Company estimates that it will contribute $3.5 million to its defined benefit plans during 2009.

11. Taxes

     The effective tax rate from continuing operations decreased to 37.5% for the three months ended March 31, 2009, from 39.1% for the three months ended March 31, 2008, to reflect the increased benefit of certain Federal income tax credits.

     During 2009, the Company’s net unrecognized tax benefits for certain tax contingencies increased from $1.4 million as of December 31, 2008, to $1.5 million as of March 31, 2009. If recognized, the $1.5 million of unrecognized tax benefits would reduce the Company’s effective tax rate in future periods.

     Income taxes paid on continuing operations were $0.2 million for the three months ended March 31, 2009, and for the three months ended March 31, 2008.

15

12. Share-Based Compensation

     The following table sets forth information with regard to the income statement recognition of share-based compensation (in thousands):

	Three Months Ended March 31,
	2009			2008
Cost of revenue	$	30		$	160
Selling, general and administrative		1,855			1,356
Research and development		(2	)		102
Share-based compensation	$	1,883		$	1,618

     There was no capitalized share-based compensation cost recorded during the three-month periods ended March 31, 2009, and 2008.

     On May 13, 2008, the Company’s shareholders approved the 2008 Equity Compensation Plan that provides for the grant of share-based awards, including stock options, stock appreciation rights, restricted stock and restricted stock units. The maximum amount of authorized share awards to be issued under this plan is 2,500,000 shares of the Company’s common stock and of this amount, a maximum of 625,000 shares of the Company’s common stock are authorized to be issued for awards other than stock options and stock appreciation rights. The expiration date of the 2008 Equity Compensation Plan is May 13, 2018. The Company’s policy for issuing shares upon option exercise or conversion of its nonvested share awards and deferred stock units under all of the Company’s stock incentive plans is to issue new shares of common stock, unless treasury stock is available at the time of exercise or conversion.

Stock Options

     Stock options awarded to employees under the 1999 and 2001 Stock Incentive Plans and the 2008 Equity Compensation Plan (referred to herein collectively as the “SIPs”) generally vest annually over a three-year period, have 10-year terms and have an exercise price of not less than the fair market value of the underlying stock at the date of grant. Stock options granted to directors under the SIPs generally vest upon the date of grant, are generally exercisable in six months after the date of grant, have 10-year terms and have an exercise price not less than the fair market value of the underlying stock at the date of grant. The Company’s options provide for accelerated vesting if there is a change in control of the Company.

     The Company uses historical data to estimate option exercises and employee terminations in order to determine the expected term of the option; identified groups of optionholders that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted represents the period of time that such options are expected to be outstanding. The expected term can vary for certain groups of optionholders exhibiting different behavior. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury strip bond yield curve in effect at the time of grant. Expected volatilities are based primarily on the historical volatility of the Company’s common stock.

16

     The fair value of each option granted to employees and nonemployee directors during the three-month periods ended March 31, 2009, and 2008, was estimated on the date of grant using a Black-Scholes option valuation model. Those assumptions along with other data regarding the Company’s stock options are noted in the following table (dollars in thousands, except per share data):

	Three Months Ended	Three Months Ended
	March 31, 2009	March 31, 2008
Assumptions for Options Granted to Employees and Nonemployee Directors
Expected volatility	31.88 - 33.01%	24.61 - 25.27%
Expected dividends	1.00 - 2.60%	1.00%
Expected term (in years)	5.75 - 6.00	5.50 - 6.00
Risk-free rate	2.13 - 2.66%	2.60 - 2.99%
Weighted-average volatility	32.06%	25.22%
Weighted-average term (in years)	5.96	5.93
Weighted-average risk-free rate	2.21%	2.81%
Weighted-average dividend rate	2.35%	1.00%
Weighted-average grant date fair value per option	$3.94	$11.13
Other Data
Options granted	384,504	253,954
Weighted-average exercise price for options granted per share	$15.05	$41.81
Intrinsic value of options exercised	—	$146

     As of March 31, 2009, there was $3.5 million of total unrecognized compensation cost related to options granted under the SIPs. This aggregate unrecognized cost is expected to be recognized over a weighted-average period of 2.4 years. The weighted-average exercise price and weighted-average remaining contractual term for outstanding stock options as of March 31, 2009, were $35.19 and 6.47 years, respectively, and as of March 31, 2008, $38.92 and 6.6 years, respectively.

17

Nonvested Share Awards

     The Company’s nonvested share awards generally vest over four or five years on either a monthly or annual basis. The Company’s awards provide for accelerated vesting if there is a change in control of the Company. Compensation expense is recognized on a straight-line basis using the market price on the date of grant as the awards vest. As of March 31, 2009, there was $5.7 million of total unrecognized compensation cost related to nonvested share awards granted under the SIPs. This aggregate unrecognized cost for nonvested share awards is expected to be recognized over a weighted-average period of 1.27 years. Other nonvested share award information for the three-month periods ended March 31, 2009, and 2008, is noted in the following table (dollars in thousands, except per share data):

	Three Months Ended		Three Months Ended
	March 31, 2009		March 31, 2008
Number of shares granted		101,539		77,815
Weighted average grant-date fair value per share	$	14.98	$	41.96
Fair value of shares vested	$	649	$	1,535

Deferred Stock Units

     Deferred stock units granted to one of the Company’s employees vest annually on a calendar year basis through December 31, 2009, and are convertible into shares of common stock, subsequent to employment termination. Deferred stock units granted to nonemployee directors vest immediately upon grant and are convertible into shares of common stock subsequent to the directors’ termination of service. As of March 31, 2009, the total unrecognized compensation cost related to deferred stock units granted under the SIPs was $0.8 million and is expected to be recognized over a weighted-average period of 0.75 years. Other deferred stock unit information for the periods ended March 31, 2009, and 2008, is noted in the following table (dollars in thousands):

	Three Months Ended		Three Months Ended
	March 31, 2009		March 31, 2008
Shares granted to employee directors		290		21,698
Shares granted to nonemployee directors		5,117		1,479
Fair value of shares vested	$	80	$	64

18

Employee Stock Purchase Plan

     On May 13, 2008, the Company’s shareholders approved an amendment to its compensatory Employee Stock Purchase Plan (“ESPP”) increasing the maximum number of shares of Company common stock reserved for sale under the ESPP from 600,000 to 850,000. The purchase price of the stock to ESPP participants is 85% of the lesser of the fair market value on either the first day or the last day of the applicable three-month offering period. Other ESPP information for the periods ended March 31, 2009, and 2008, is noted in the following table (dollars in thousands):

	Three Months Ended		Three Months Ended
	March 31, 2009		March 31, 2008
Share-based compensation expense	$	119	$	92
Number of ESPP shares issued		37,715		9,829
Amount of proceeds received from employees	$	336	$	348

13. Concentration of Credit Risk

     The Company’s quantitative radio audience measurement business and related software licensing accounted for the following percentages of revenue:

	Three Months Ended
	March 31,
	2009			2008
Quantitative Radio Business		90	%		89	%
Related Software Licensing		8	%		9	%

     The Company had one customer that individually represented 18% of its annual revenue for the year ended December 31, 2008. The Company has historically experienced a high level of contract renewals.

14. Financial Instruments

     Fair values of accounts receivable and accounts payable approximate carrying values due to their short-term nature. Due to the floating rate nature of the Company’s revolving obligation under its Credit Facility, as well as the current nature of any short-term obligations under the Credit Facility, the fair values of the $78.0 million and $85.0 million in outstanding borrowings as of March 31, 2009, and December 31, 2008, respectively, also approximate their carrying amounts.

19

15. Stock Repurchases

     On November 14, 2007, the Company’s Board of Directors authorized a program to repurchase up to $200.0 million of the Company’s outstanding common stock through either periodic open-market or private transactions at then-prevailing market prices over a period of up to two years through November 14, 2009. For the three months ended March 31, 2009, no shares of common stock were repurchased. As of March 31, 2009, the Company paid $100.0 million to repurchase 2,247,400 shares of outstanding common stock under this program since the program’s inception. For the three months ended March 31, 2008, the Company repurchased 1,076,500 shares of outstanding common stock under this program for $46.2 million.

20

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto in this Quarterly Report on Form 10-Q.

     This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding Arbitron Inc. and its subsidiaries (“we,” “our,” “Arbitron” or the “Company”) in this document that are not historical in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “likely,” “expects,” “intends,” “anticipates,” “estimates,” “believes” or “plans” or comparable terminology, are forward-looking statements based on current expectations about future events, which we have derived from information currently available to us. These forward-looking statements involve known and unknown risks and uncertainties that may cause our results to be materially different from results implied by such forward-looking statements. These risks and uncertainties include, in no particular order, whether we will be able to:

• absorb costs related to legal proceedings and governmental entity interactions and avoid related fines, limitations or conditions on our business activities, including, without limitation, by meeting or exceeding our commitments and agreements with various governmental entities;

• successfully commercialize our Portable People Meter^TM service;

• successfully manage the impact on our business of the current economic downturn generally, and in the advertising market, in particular, including, without limitation, the insolvency of any of our customers or the impact of such downturn on our customers’ ability to fulfill their payment obligations to us;

• successfully maintain and promote industry usage of our services, a critical mass of broadcaster encoding, and the proper understanding of our audience measurement services and methodology in light of governmental regulation, legislation, litigation, activism, or adverse public relations efforts;

• compete with companies that may have financial, marketing, sales, technical or other advantages over us;

• successfully design, recruit and maintain PPM panels that appropriately balance research quality, panel size and operational cost;

• successfully develop, implement and fund initiatives designed to increase sample sizes;

• complete the Media Rating Council, Inc. (“MRC”) audits of our local market PPM ratings services in a timely manner and successfully obtain and/or maintain MRC accreditation for our audience measurement business;

• renew contracts with key customers;

• successfully execute our business strategies, including entering into potential acquisition, joint-venture or other material third-party agreements;

• effectively manage the impact, if any, of any further ownership shifts in the radio and advertising agency industries;

• effectively respond to rapidly changing technological needs of our customer base, including creating new proprietary software systems, such as software systems to support our cell-phone-only sampling plans, and new customer services that meet these needs in a timely manner;

• successfully manage the impact on costs of data collection due to lower respondent cooperation in surveys, consumer trends including a trend toward increasing incidence of cell-phone-only households, privacy concerns, technology changes, and/or government regulations;

• successfully develop and implement technology solutions to encode and/or measure new forms of media content and delivery, and advertising in an increasingly competitive environment;

21

• successfully integrate our new management team;

• realize the anticipated savings from the Company’s workforce and expense reduction program; and

• provide appropriate levels of operational capacity and funding to support the more labor intensive identification and recruitment of cell-phone-only households into our panels and samples.

     There are a number of additional important factors that could cause actual events or our actual results to differ materially from those indicated by such forward-looking statements, including, without limitation, the factors set forth in “ITEM 1A. RISK FACTORS” in our Annual Report on Form 10-K for the year ended December 31, 2008, the caption “Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, and elsewhere, and any subsequent periodic or current reports filed by us with the Securities and Exchange Commission.

     In addition, any forward-looking statements represent our expectations only as of the day we first filed this Quarterly Report with the Securities and Exchange Commission and should not be relied upon as representing our expectations as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our expectations change.

Overview

     We are a leading media and marketing information services firm primarily serving radio, cable television, advertising agencies, advertisers, retailers, out-of-home media, online media and, through our Scarborough Research joint venture with The Nielsen Company (“Nielsen”), broadcast television and print media. We currently provide four main services:

• measuring and estimating radio audiences in local markets in the United States;

• measuring and estimating radio audiences of network radio programs and commercials;

• providing software used for accessing and analyzing our media audience and marketing information data; and

• providing consumer, shopping, and media usage information services.

     Historically, our quantitative radio audience measurement business and related software have accounted for a substantial majority of our revenue. Our quantitative radio audience measurement business accounted for 90 percent and 89 percent of our revenue for the three-month periods ended March 31, 2009, and 2008, respectively. Our related software licensing accounted for eight percent and nine percent of our revenue for the three-month periods ended March 31, 2009, and 2008, respectively. We expect that for the year ending December 31, 2009, our quantitative radio audience measurement business and related software licensing will account for approximately 80 percent and nine percent, respectively, of our revenue, which is consistent with historic annual trends.

     Quarterly fluctuations in these percentages are reflective of the seasonal delivery schedule of our quantitative radio audience measurement business and our Scarborough revenues. For further information regarding seasonality trends, see “Seasonality”. While we expect that our quantitative radio audience measurement business and related software licensing will continue to account for the majority of our revenue for the foreseeable future, we are actively seeking opportunities to diversify our revenue base by, among other things, leveraging the investment we have made in our PPM technology and by exploring applications of the technology beyond our domestic radio audience measurement business.

     We have entered into multi-year agreements with many of our largest customers, including agreements for PPM-based ratings as we commercialize the service in the 49 local markets by December 2010 (the “PPM Markets”). These agreements generally provide for a higher fee for PPM-based ratings than we charge for Diary-based ratings. As a result, we expect that the percentage of our revenues derived from our radio ratings and related

22

software is likely to increase as we commercialize the PPM service. Growth in revenue is expected for 2009, in particular, due to a full year impact of revenue recognized for the 12 PPM Markets commercialized in the latter half of 2008, as well as the one PPM Market commercialized in the first quarter of 2009, and the 18 PPM Markets that we anticipate will be commercialized during the remainder of 2009. The full revenue impact of the launch is also not expected to occur in the first year of commercialization for each of these markets because our customer contracts allow for phased-in pricing toward the higher PPM service rate over a period of time.

     The signing of Cumulus Media Inc. (“Cumulus”) and Clear Channel Communications, Inc. (“Clear Channel”) with Nielsen for the radio ratings service in certain small to mid-sized markets is anticipated to adversely impact our expected revenue by approximately $5.0 million in 2009, and thereafter the adverse impact on our expected annual revenue will be approximately $10.0 million per year. Due to the current economic downturn’s impact on anticipated sales of discretionary services, as well as the high penetration of our current services in the radio station business, we expect that our future annual organic rate of revenue growth from our quantitative Diary-based radio ratings services will be slower than historical trends.

Diary Trends and Initiatives

     Response rates are an important measure of our effectiveness in obtaining consent from persons to participate in our surveys. Another measure often used by clients to assess quality in our ratings is sample proportionality, which refers to how well the distribution of the sample for any individual survey matches the distribution of the population in the local market. It has become increasingly difficult and more costly for us to obtain consent from persons to participate in our surveys. We must achieve a level of both sample proportionality and response rates sufficient to maintain confidence in our ratings, the support of the industry and accreditation by the MRC. Overall response rates have declined over the past several years. If response rates continue to decline further or if recruitment costs significantly increase, our radio audience measurement business could be adversely affected. Response rates are one quality measure of survey performance among many and an important factor impacting costs associated with data collection. We believe that additional expenditures will be required in the future to research and test new measures associated with improving response rates and sample proportionality. As part of our continuous improvement program, we intend to continue to invest in Diary service quality enhancements in 2009.

     In December 2008, we announced plans to accelerate the introduction of cell-phone-only sampling in Diary markets in an effort to improve sample proportionality. With the Spring 2009 survey, we added cell-phone-only households to the Diary sample in 151 Diary markets using a hybrid methodology of address-based recruitment for cell-phone-only households, while using random digit dialing (“RDD”) recruitment for households with landline phone service. Beginning with the Fall 2009 survey, we intend to expand cell-phone-only sampling to all Diary markets in the continental United States, Alaska and Hawaii.

23

     In an effort to better target our premium expenditures to key buying demographics of the users of our estimates, beginning with the Spring 2009 Diary survey, we reduced the premium for households where all members are aged 55 or older and redirected those premiums to households containing persons aged 18-34.

PPM Trends and Initiatives

     MRC Accreditation. On January 9, 2009, we announced that the MRC had accredited the average-quarter-hour, time-period radio ratings data produced by the PPM ratings service in the Riverside-San Bernardino local market.

     Commercialization. We are in the process of executing our previously announced plan to commercialize progressively our PPM ratings service in the largest United States radio markets, which we currently anticipate will result in commercialization of the service in 49 local markets by December 2010. We may continue to update the timing of commercialization and the composition of the PPM Markets from time to time. We currently utilize our PPM radio ratings service to produce audience estimates in 15 United States local radio markets. Most recently, we commercialized the PPM ratings service in Boston with the release of the March data in April 2009. We currently intend to commercialize the PPM service in another 18 local markets during 2009.

     Quality Improvement Initiatives. As we have commercialized the PPM service in the PPM Markets, we have experienced and expect to continue to experience challenges in the operation of the PPM service similar to those we face in the Diary-based service, including several of the challenges related to sample proportionality and response rates mentioned above. We expect to continue to implement additional measures to address these challenges. In connection with our interactions with several governmental entities, we have announced a series of commitments concerning our PPM radio ratings services that we have agreed to implement over the next several years and, that we believe are consistent with our ongoing efforts to obtain and maintain MRC accreditation. We refer to our ongoing efforts to improve our radio ratings services as our “continuous improvement” initiatives. These initiatives will likely require expenditures that may be material in the aggregate.

     On January 22, 2009, we announced a plan to increase our sample target for cell-phone-only households in all PPM Markets to 12.5 percent by the end of 2009 and to 15 percent by the end of 2010, which we anticipate may help to increase young adult proportionality. We use a RDD approach to include cell-phone-only households in our PPM panels and this requires us to hand-dial each number. However, we expect to implement a hybrid method of using an address-based sample frame for cell-phone-only households together with an RDD sample frame for landline households during 2009. Under this new methodology, we will be able to use auto-dialers to contact potential households for recruitment into our panels.

     On February 4, 2009, we announced our plans to expand our in-person coaching initiatives in the top ten markets by the end of April 2009. The expansion program is called “Feet on the Street”, which has been designed in an attempt to reduce respondent turnover and improve compliance among young African-American and Hispanic respondents in the PPM panels.

     On March 2, 2009, we confirmed that we have been extending to all PPM Markets a number of the key methodological enhancements that we committed to in our agreements with the Attorneys General of New Jersey, New York and Maryland. Some of the enhancements include the following:

• use of address-based sampling technique for at least 10 percent of our sampling efforts by late 2009 and for at least 15 percent of our recruitment efforts by the end of December 2010 in all PPM Markets;

• application of an average-daily in-tab (our actual percentage of the installed panel that provides useable data) benchmark of 75 percent to all PPM Markets;

• continued focus on improving the Sample Performance Indicator and other response metrics in all PPM Markets; and

• our commitment to provide greater transparency in terms of information regarding PPM sample composition and other metrics of PPM services.

24

     We intend to provide this additional information in all PPM Markets that many of our clients have indicated they would find useful and would help their understanding the strengths and limitations of PPM samples.

     We continue to operate in a highly challenging business environment in the markets and industries we serve. Our future performance will be impacted by our ability to address a variety of challenges and opportunities in these markets and industries, including our ability to continue to maintain and improve the quality of our PPM service, and manage increased costs for data collection, arising among other ways, from increased numbers of cell-phone-only households, which are more expensive to recruit than households with landline phones. Our goal is to obtain and maintain MRC accreditation in all of our PPM Markets, and develop and implement effective and efficient technological solutions to measure multimedia and advertising.

     While there is the possibility that the pace of commercialization of the PPM ratings service could be slowed further, we believe that the PPM ratings service is both a viable replacement for our Diary-based ratings service and a significant enhancement to our audience estimates in major radio markets, and it is an important component of our anticipated future growth. If the pace of the commercialization of our PPM ratings service is slowed further, revenue increases that we expect to receive related to the service would also be delayed.

     Commercialization of our PPM radio ratings service has and will continue to require a substantial financial investment. We believe our cash generated from operations, as well as access to our existing credit facility, is sufficient to fund such requirements. As we have anticipated, our efforts to support the commercialization of our PPM ratings service have had a material negative impact on our results of operations. The amount of capital required for deployment of our PPM ratings service and the impact on our results of operations will be greatly affected by the speed of the commercialization. We anticipate that PPM costs and expenses will accelerate six to nine months in advance of the commercialization of each PPM Market as we build the panels. These costs are incremental to the costs associated with our Diary-based ratings service. Our cell-phone-only household recruitment initiatives in both the Diary and PPM services will also increase our cost of revenue. Growth in revenue and earnings per share remain our most important financial goals. Protecting and supporting our existing customer base, and ensuring our services are competitive from a price, quality and service perspective are critical components to these overall goals, although there can be no guarantee that we will be successful in our efforts.

General Economic Conditions

     Our clients derive most of their revenue from transactions involving the sale or purchase of advertising. During the challenging economic times we are presently experiencing, advertisers may reduce advertising expenditures, impacting advertising agencies and media. As a result, advertising agencies and media may be less likely to purchase our services.

     If the economic downturn expands or is sustained for an extended period, it also may lead to lower demand for our services, increased incidence of customers’ inability to pay their accounts, an increase in our provision for doubtful accounts, an increase in collection cycles for accounts receivable or insolvency of our customers. During 2009, we have observed an increase in the average number of days our sales have been outstanding before we have received payment.

     We depend on a limited number of key customers for our radio ratings services and related software. For example, in 2008, Clear Channel represented 18 percent of our total revenue. The former agreement between Clear Channel and us for services in markets outside of the PPM Markets in which Clear Channel operates, as well as the national RADAR service, expired on December 31, 2008.

     We cannot provide any assurances that we could replace the revenue that would be lost if any of our key customers failed to renew all or part of their agreements with us. The loss of any key customer would materially impact our business, financial position and operating results. Because many of our largest customers own and operate radio stations in markets that we expect to transition to PPM measurement, we expect that our dependence on our largest customers will continue for the foreseeable future.

Restructuring and Reorganization

     During the first quarter of 2009, we implemented a reorganization plan. Part of the reorganization included a strategic realignment initiative whereby we reduced our workforce by approximately 10 percent of our full-time employees. During this process, we incurred $8.2 million of pre-tax implementation expenses, related principally to severance, termination benefits, outplacement support and certain relocation cost obligations that were incurred as part of the reorganization of our management structure.

     Although we recognized a substantial majority of the related expense during the first quarter of 2009, certain other expenses associated with the restructuring will be incurred and recognized during the remainder of 2009. We estimate that the restructuring charge for the full year ending December 31, 2009, will be approximately $9.0 million.

25

     Although we incurred significant expenses associated with the implementation of the strategic realignment initiative in 2009, we expect to reduce our projected 2010 expense run rate by $10.0 million.

Lawsuits and Governmental Interactions

     During the three months ended March 31, 2009, we incurred approximately $0.2 million in net legal costs and expenses in connection with a number of significant civil actions and a governmental interaction commenced during 2008 that related primarily to the commercialization of our PPM service. We can provide no assurance that we will not incur substantial net legal costs and expenses during the remainder of 2009.

Clear Channel Agreement Executed in May 2009

     On May 5, 2009, we announced that we had entered into new three year agreements with Clear Channel, and certain other subsidiaries of CC Media Holdings, Inc., to provide diary-based radio ratings and other related services for Clear Channel’s radio stations in the 105 United States local markets set forth in the Current Report on Form 8-K we filed with the SEC on May 5, 2009. We entered into the agreements on May 4, 2009 with an effective term beginning on January 1, 2009 and expiring on December 31, 2011.

     Under the terms and conditions of the new agreements, we will provide our diary-based Radio Market Reports, Maximi$er, Tapscan, Scarborough consumer data and Arbitron qualitative data, and related services and software to Clear Channel.

     Premiere Radio Networks has also entered into a new contract to receive our RADAR National Radio Network ratings services and data. We have also entered into new agreements with Katz Media Group and Clear Channel Traffic.

     The aggregate amount of all payments to be made by Clear Channel for the Radio Market Report and other related services during the term of the agreements (assuming the agreements are not terminated prior to the expiration of the stated term) currently is expected to be approximately $69.0 million, based on the radio stations currently owned by Clear Channel.

     The new agreements do not amend or otherwise affect the Radio Station License Agreement to Receive and Use Arbitron PPM Data and Estimates by and between the Company and Clear Channel Broadcasting, Inc. dated June 26, 2007, which was disclosed in a Current Report on Form 8-K filed with the SEC on June 29, 2007 and filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 20, 2007, and related agreements.

Critical Accounting Policies and Estimates

     Critical accounting policies and estimates are those that are both important to the presentation of our financial position or results of operations, and require our most difficult, complex or subjective judgments.

     We capitalize software development costs with respect to significant internal use software initiatives or enhancements in accordance with Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. The costs are capitalized from the time that the preliminary project stage is completed and management considers it probable that the software will be used to perform the function intended, until the time the software is placed in service for its intended use. Once the software is placed in service, the capitalized costs are amortized over periods of three to five years. We perform an assessment quarterly to determine if it is probable that all capitalized software will be used to perform its intended function. If an impairment exists, the software cost is written down to estimated fair value. As of March 31, 2009, and December 31, 2008, our capitalized software developed for internal use had carrying amounts of $23.6 million and $22.6 million, respectively, including $13.6 million and $13.3 million, respectively, of software related to the PPM service.

     We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year and for deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. We must make assumptions, judgments and estimates to determine the current provision for income taxes and also deferred tax assets and liabilities and any valuation allowance to be recorded against a deferred tax asset. Our assumptions, judgments and estimates relative to the current provision for income taxes take into account current tax laws, interpretation of current tax laws and possible outcomes of current and future audits conducted by domestic and foreign tax authorities. Changes in tax law or interpretation of tax laws and the resolution of current and future tax audits could significantly impact the amounts provided for income taxes in the consolidated financial statements. Our assumptions, judgments and estimates relative to the value of a deferred tax asset take into account forecasts of the amount and nature of future taxable income. Actual operating results and the underlying amount and nature of income in future years could render current assumptions, judgments and estimates of recoverable net deferred tax assets. We believe it is more likely than not that we will realize the benefits of these deferred tax assets. Any of the assumptions, judgments and estimates mentioned above could cause actual income tax obligations to differ from estimates, thus impacting our financial position and results of operations.

     In accordance with FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN No. 48"), an interpretation of FASB Statement No. 109, Accounting for Income Taxes, we include, in our tax calculation methodology, an assessment of the uncertainty in income taxes by establishing recognition thresholds for our tax positions before being recognized in the financial statements. Inherent in our calculation are critical judgments by management related to the determination of the basis for our tax positions. FIN No. 48 provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. For further information, see Note 11 in the Notes to Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.

     We expect to submit claims for two insurance recoveries. The first involves a number of legal matters and a governmental action for which we have incurred a material amount of legal costs and expenses. We estimate that $5.8 million of these costs and expenses are recoverable through insurance proceeds. This amount is recorded in

26

prepaid and other current assets as of March 31, 2009. A $1.0 million insurance recovery is also recorded in prepaids and other current assets as of March 31, 2009, related to damages and business interruption losses incurred during Hurricane Ike. It is possible that the actual recoveries related to these events will be greater or less than our estimates.

27

Results of Operations

Comparison of the Three Months Ended March 31, 2009 to the Three Months Ended March 31, 2008

     The following table sets forth information with respect to our consolidated statements of income:

Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
(Unaudited)

	Three Months Ended						Increase						Percentage of
	March 31,						(Decrease)						Revenue
	2009			2008			Dollars			Percent			2009			2008
Revenue	$	98,489		$	94,065		$	4,424			4.7	%		100.0	%		100.0	%
Costs and expenses
Cost of revenue		39,529			35,110			4,419			12.6	%		40.1	%		37.3	%
Selling, general and administrative		18,424			18,552			(128	)		(0.7	%)		18.7	%		19.7	%
Research and development		9,306			9,664			(358	)		(3.7	%)		9.4	%		10.3	%
Restructuring and reorganization		8,171			—			8,171		NM				8.3	%		0.0	%
Total costs and expenses		75,430			63,326			12,104			19.1	%		76.6	%		67.3	%
Operating income		23,059			30,739			(7,680	)		(25.0	%)		23.4	%		32.7	%
Equity in net loss of affiliate(s)		(3,000	)		(3,945	)		945			(24.0	%)		(3.0	%)		(4.2	%)
Income from continuing operations before interest and tax expense		20,059			26,794			(6,735	)		(25.1	%)		20.4	%		28.5	%
Interest income		19			184			(165	)		(89.7	%)		0.0	%		0.2	%
Interest expense		333			198			135			68.2	%		0.3	%		0.2	%
Income from continuing operations before income tax expense		19,745			26,780			(7,035	)		(26.3	%)		20.0	%		28.5	%
Income tax expense		7,404			10,468			(3,064	)		(29.3	%)		7.5	%		11.1	%
Income from continuing operations		12,341			16,312			(3,971	)		(24.3	%)		12.5	%		17.3	%
Discontinued operations
Loss from discontinued operations, net of taxes		—			(495	)		495		NM				0.0	%		(0.5	%)
Gain on sale, net of taxes		—			450			(450	)	NM				0.0	%		0.5	%
Total loss from discontinued operations, net of taxes		—			(45	)		45		NM				0.0	%		(0.0	%)
Net income	$	12,341		$	16,267		$	(3,926	)		(24.1	%)		12.5	%		17.3	%
Income per weighted average common share
Basic
Continuing operations	$	0.47		$	0.58		$	(0.11	)		(19.0	%)
Discontinued operations		—			—			—			—
Net income per share, basic	$	0.47		$	0.58		$	(0.11	)		(19.0	%)
Diluted
Continuing operations	$	0.46		$	0.58		$	(0.12	)		(20.7	%)
Discontinued operations		—			—			—			—
Net income per share, diluted	$	0.46		$	0.57		$	(0.11	)		(19.3	%)
Cash dividends declared per common share	$	0.10		$	0.10		$	—			—

Certain per share data and percentage amounts may not total due to rounding.

NM — not meaningful

28

Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
(Unaudited)

	Three Months Ended						Increase
	March 31,						(Decrease)
	2009			2008			Dollars			Percent
Other data:
EBIT (1)	$	20,059		$	26,794		$	(6,735	)		(25.1	%)
EBITDA (1)	$	25,282		$	30,716		$	(5,434	)		(17.7	%)
EBIT and EBITDA Reconciliation (1)
Income from continuing operations	$	12,341		$	16,312		$	(3,971	)		(24.3	%)
Income tax expense		7,404			10,468			(3,064	)		(29.3	%)
Interest (income)		(19	)		(184	)		165			(89.7	%)
Interest expense		333			198			135			68.2	%
EBIT (1)		20,059			26,794			(6,735	)		(25.1	%)
Depreciation and amortization		5,223			3,922			1,301			33.2	%
EBITDA (1)	$	25,282		$	30,716		$	(5,434	)		(17.7	%)

(1) EBIT (earnings before interest and income taxes) and EBITDA (earnings before interest, income taxes, depreciation and amortization) are non-GAAP financial measures that we believe are useful to investors in evaluating our results. For further discussion of these non-GAAP financial measures, see paragraph below entitled “EBIT and EBITDA” of this quarterly report.

     Revenue. Revenue increased 4.7% for the three months ended March 31, 2009, as compared to the same period in 2008, due primarily to an $18.0 million increase in our PPM rating business, which was substantially offset by a $14.8 million decrease in our Diary-rating business. This net increase of approximately $3.1 million in our rating business revenue was substantially due to the commercialization of an aggregate of 13 additional PPM Markets during the latter half of 2008 and first quarter of 2009. Our PPM agreements provide for a higher fee for PPM-based ratings than we charge for Diary-based ratings. The revenue growth rate of our rating business was diminished due to decreased demand for discretionary services, such as software and qualitative data services, due to the current recession. PPM International sales increased by $1.3 million for the three months ended March 31, 2009, as compared to the same period in 2008.

     Cost of Revenue. Cost of revenue increased by 12.6% for the three months ended March 31, 2009, as compared to the same period in 2008. Cost of revenue increased by $3.9 million due to increased management and recruitment costs incurred to manage PPM panels for the aggregate of 13 markets commercialized in the latter half of 2008 and the first quarter of 2009, costs incurred to build the panels for the 18 additional markets that we intend to commercialize during the remainder of 2009, and increased cell-phone-only household recruitment in the PPM Markets. We expect that our cost of revenue will continue to increase as a result of our efforts to support the continued commercialization of our PPM service over the next two years. Cost of revenue also increased by $1.0 million due to higher PPM International equipment sales. Cost of revenue associated with Diary data collection and processing costs remained relatively unchanged for the three months ended March 31, 2009, as compared to the same period in 2008, due to $1.3 million spent on cell-phone-only household recruitment initiatives for our Diary markets during 2009, which was substantially offset by reduced Diary expenses resulting from the transition from our Diary service to the PPM service as previously mentioned.

     Restructuring and Reorganization. During the first quarter of 2009, we implemented a reorganization plan for the Company. Part of the reorganization included a strategic realignment initiative whereby we reduced our workforce by approximately 10 percent of our full-time employees. During this process, we incurred $8.2 million of pre-tax implementation expenses, related principally to severance, termination benefits, outplacement support, and certain relocation cost obligations that were incurred as part of the reorganization of our management structure.

29

     Although we recognized a substantial majority of the related expense during the first quarter of 2009, certain other expenses associated with the restructuring will be incurred and recognized during the remainder of 2009. We estimate that the restructuring and reorganization charge for the full year ended December 31, 2009, will be approximately $9.0 million.

     Equity in Net Loss of Affiliates. Equity in net loss of affiliates decreased by 24.0% for the three months ended March 31, 2009, as compared to the same period in 2008, due to the termination of the Project Apollo affiliate in June 2008. The Scarborough affiliate net loss was flat for the three months ended March 31, 2009, as compared to the same period in 2008.

     Income Tax Expense. The effective tax rate from continuing operations decreased to 37.5% for the three months ended March 31, 2009, from 39.1% for the three months ended March 31, 2008, to reflect the increased benefit of certain Federal income tax credits.

     Net Income. Net income decreased 24.1% for the three months ended March 31, 2009, as compared to the same period in 2008, due primarily to severance and other termination benefits incurred during the first quarter of 2009. The annual savings in 2009 derived from the strategic realignment initiative, which began in February 2009, are expected to offset the severance and other costs of the reorganization. We also expect to reduce our projected 2010 expense run rate by $10.0 million. Net income was also impacted by our continuing efforts to further build and operate our PPM service panels for markets launched in the latter half of 2008, as well as the markets scheduled to launch in 2009. Such efforts include cell-phone-only household recruitment initiatives, the cost of which we expect will continue to increase during the remainder of 2009. We expect that the year-over-year net income reduction trend that was noted for 2008, as well as the previous two years, will reverse in 2009 as a result of the continued commercialization of our PPM service.

     EBIT and EBITDA. We believe that presenting EBIT and EBITDA, both non-GAAP financial measures, as supplemental information helps investors, analysts and others, if they so choose, in understanding and evaluating our operating performance in some of the same manners that we do because EBIT and EBITDA exclude certain items that are not directly related to our core operating performance. We reference these non-GAAP financial measures in assessing current performance and making decisions about internal budgets, resource allocation and financial goals. EBIT is calculated by deducting interest income from income from continuing operations and adding back interest expense and income tax expense to income from continuing operations. EBITDA is calculated by deducting interest income from income from continuing operations and adding back interest expense, income tax expense, and depreciation and amortization to income from continuing operations. EBIT and EBITDA should not be considered substitutes either for income from continuing operations, as indicators of our operating performance, or for cash flow, as measures of our liquidity. In addition, because EBIT and EBITDA may not be calculated identically by all companies, the presentation here may not be comparable to other similarly titled measures of other companies. EBIT decreased by 25.1% for the three months ended March 31, 2009, as compared to the same period in 2008, due primarily to severance and other transition costs incurred as part of our strategic realignment process, as well as our continuing efforts and expenditures to further build our PPM service panels, including cell-phone-only household recruitment. These decreases in EBIT were partially offset by lower affiliate share losses incurred due to our termination of the Project Apollo affiliate in June 2008. EBITDA decreased by only 17.7% because this non-GAAP financial measure excludes depreciation and amortization, which for the three months ended March 31, 2009, experienced an increasing trend resulting from higher PPM and software capital expenditures in the current and preceding periods, as compared to the three months ended March 31, 2008.

30

Liquidity and Capital Resources

     Working capital, which is the amount by which our current assets exceed (are less than) our current liabilities, was ($22.0) million and ($28.6) million as of March 31, 2009, and December 31, 2008, respectively. Excluding the deferred revenue liability, which does not require a significant additional cash outlay, working capital was $24.3 million and $28.7 million as of March 31, 2009, and December 31, 2008, respectively. Cash and cash equivalents were $4.3 million and $8.7 million as of March 31, 2009, and December 31, 2008, respectively. We expect that our cash position as of March 31, 2009, cash flow generated from operations, and our available revolving credit facility (“Credit Facility”) will be sufficient to support our operations for the next 12 to 24 months and to provide for the $8.0 to $9.0 million of restructuring and reorganization charges that we anticipate spending during the remainder of 2009.

     Net cash provided by operating activities was $13.2 million and $15.2 million for the three months ended March 31, 2009, and 2008, respectively. This $2.0 million decrease in net cash provided by operating activities relates in part to the decrease in accounts payable of $2.8 million that was primarily related to increased payments in 2009, as compared to 2008, for legal costs incurred related to a number of governmental interactions commenced during 2008. In addition, because PPM-derived surveys deliver more frequently than Diary surveys, revenue was recognized sooner for the incremental 13 PPM Markets than in the prior year and consequently, a $2.4 million decrease in deferred revenue occurred for the quarter period ended March 31, 2009, as compared to 2008. Net cash provided by operating activities was positively impacted by a $1.4 million increase in depreciation related to increased PPM equipment capital expenditures made prior to March 31, 2009, as compared to 2008, and a $1.7 million change associated with decreased accounts receivable balances, resulting from higher PPM service collections recorded in conjunction with the 13 PPM Markets commercialized since March 31, 2008, along with a few large collections from certain customers who, in the midst of a recessionary economy, are managing the availability of their cash resources more diligently and consequently, some customer payments due in the fourth quarter of 2008 were delayed until the first quarter of 2009.

     Net cash used in investing activities was $7.8 million and $6.4 million for the quarters ended March 31, 2009, and 2008, respectively. This $1.4 million increase in cash used in investing activities was primarily due to a $1.0 million net cash inflow for 2008 related to our discontinued operation (i.e., Continental). See Note 2 in the Notes to Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q for further information regarding the sale of Continental. The change in cash flow associated with investing activities was also impacted by a $0.8 million increase in capital spending in 2009, primarily related to software capitalization.

     Net cash used in financing activities was $9.8 million and $5.7 million for the quarters ended March 31, 2009, and 2008, respectively. This $4.1 million increase in net cash used in financing activities was due largely to the net repayment of $7.0 million in 2009 to reduce our outstanding debt under our Credit Facility. During 2008, a net borrowing of $33.0 million was used to assist our cash flow from operations to substantially fund the repurchase of $36.9 million of our common stock.

     On December 20, 2006, we entered into an agreement with a consortium of lenders to provide up to $150.0 million of financing to us through a five-year, unsecured revolving credit facility. The agreement contains an expansion feature for us to increase the total financing available under the Credit Facility to $200.0 million with such increased financing to be provided by one or more existing Credit Facility lending institutions, subject to the approval of the lending banks, and/or in combination with one or more new lending institutions, subject to the approval of the Credit Facility’s administrative agent. Interest on borrowings under the Credit Facility is calculated based on a floating rate for a duration of up to six months as selected by us.

     Our Credit Facility contains financial terms, covenants and operating restrictions that potentially restrict our financial flexibility. Under the terms of the Credit Facility, we are required to maintain certain leverage and coverage ratios and meet other financial conditions. The agreement potentially limits, among other things, our ability to sell assets, incur additional indebtedness, and grant or incur liens on our assets. Under the terms of the Credit Facility, all of our material domestic subsidiaries, if any, guarantee the commitment. Currently, we do not have any material domestic subsidiaries as defined under the terms of the Credit Facility. Although we do not

31

believe that the terms of our Credit Facility limit the operation of our business in any material respect, the terms of the Credit Facility may restrict or prohibit our ability to raise additional debt capital when needed or could prevent us from investing in other growth initiatives. Our outstanding borrowings decreased from $85.0 million at December 31, 2008, to $78.0 million at March 31, 2009. We have been in compliance with the terms of the Credit Facility since the agreement’s inception. As of May 1, 2009, we had $95.0 million in outstanding debt under the Credit Facility.

     On November 14, 2007, our Board of Directors authorized a program to repurchase up to $200.0 million in shares of our outstanding common stock through either periodic open-market or private transactions at then-prevailing market prices over a period of up to two years through November 14, 2009. As of April 1, 2009, 2,247,400 shares of outstanding common stock had been repurchased under this program for $100.0 million.

     Quarterly dividend payments of $.10 per share were made on January 2, 2009, and April 1, 2009. There is no assurance that the quarterly dividend will continue to be paid.

     Commercialization of our PPM radio ratings service requires and will continue to require a substantial financial investment. We believe our cash generated from operations, as well as access to the Credit Facility, is sufficient to fund such requirements for the next 12 to 24 months. The amount of capital required for further deployment of our PPM ratings service and the impact on our results of operations will be greatly affected by the speed of commercialization. We anticipate that PPM costs and expenses will accelerate six to nine months in advance of the commercialization of each PPM Market as we build the panels. These costs are incremental to the costs associated with our Diary-based ratings service. Cell-phone-only household recruitment initiatives in both the Diary and PPM services will also increase our cost of revenue.

Seasonality

     We recognize revenue for services over the terms of license agreements as services are delivered, and expenses are recognized as incurred. We currently gather radio-listening data in 300 U.S. local markets, including 285 Diary markets and 15 PPM Markets. All Diary markets are measured at least twice per year (April-May-June for the “Spring Survey” and October-November-December for the “Fall Survey”). In addition, we measure all major Diary markets two additional times per year (January-February-March for the “Winter Survey” and July-August-September for the “Summer Survey”). Our revenue is generally higher in the first and third quarters as a result of the delivery of the Fall Survey and Spring Survey, respectively, to all Diary markets compared to revenue in the second and fourth quarters, when delivery of the Winter Survey and Summer Survey, respectively, is made only to major Diary markets. The seasonality for PPM services will result in higher revenue in the fourth quarter because the PPM service delivers surveys 13 times a year with four surveys delivered in the fourth quarter. There will be fluctuations in the depth of the seasonality pattern during the periods of transition between the services in each PPM Market.

     Our expenses are generally higher in the second and fourth quarters as we conduct the Spring Survey and Fall Survey for our Diary markets. The transition from the Diary service to the PPM service in the PPM Markets has and will continue to have an impact on the seasonality of costs and expenses. We anticipate that PPM costs and expenses will accelerate six to nine months in advance of the commercialization of each market as we build the panels. These preliminary costs are incremental to the costs associated with our Diary-based ratings service and we will recognize these increased costs as incurred rather than upon the delivery of a particular survey. This pattern differs from the cost pattern associated with the delivery of the Diary service. The size and seasonality of the PPM transition impact on a period to period comparison will be influenced by the timing, number, and size of individual markets contemplated in our PPM commercialization schedule, which currently includes a goal of commercializing 49 PPM Markets by the end of 2010. During the first quarter of 2009, we commercialized one PPM Market and, during the remainder of 2009, we expect to commercialize 18 additional PPM Markets, 13 of which we expect to commercialize in the latter half of 2009.

     Scarborough historically has experienced losses during the first and third quarters of each year because revenue is predominantly recognized in the second and fourth quarters when the substantial majority of services are delivered. Scarborough royalty costs, which are recognized in costs of revenue, are also historically higher during the second and fourth quarters.

32

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

     The Company holds its cash and cash equivalents in highly liquid securities.

Foreign Currency Exchange Rate Risk

     The Company’s foreign operations are not significant at this time and, therefore, its exposure to foreign currency risk is not material. If we expand our foreign operations, this exposure to foreign currency exchange rate changes could increase.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

     The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the most recently completed fiscal quarter. Based upon that evaluation, the Company’s President and Chief Executive Officer and the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Report.

Changes in Internal Control Over Financial Reporting

     There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarterly period ended March 31, 2009, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

33

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     We are involved, from time to time, in litigation and proceedings, including with governmental authorities, arising out of the ordinary course of business. Legal costs for services rendered in the course of these proceedings are charged to expense as they are incurred.

     On October 10, 2006, we filed a patent infringement lawsuit against International Demographics, Inc. (D/B/A The Media Audit), Ipsos Group S.A., Ipsos ASI, Inc., Ipsos America, Inc. aka Ipsos North America and Ipsos Media (collectively the “Ipsos Entities”) in the United States District Court for the Eastern District of Texas. The complaints alleged that International Demographics and the Ipsos Entities were infringing three patents that we own, United States Patents No. 5,787,334, No. 5,574,962 and No. 5,483,276, each relating to electronic audience measurement technology (collectively, the “Arbitron Patents”). On October 23, 2008, we entered into a settlement agreement with International Demographics in which International Demographics acknowledged that the Arbitron Patents are valid, enforceable, and not otherwise subject to any equitable defenses. International Demographics further agreed that it would not make, use, sell, offer for sale, test, demonstrate, distribute or otherwise engage in activities that would potentially infringe the Arbitron Patents. On January 13, 2009, we entered into a settlement agreement with the Ipsos Entities, dismissing our cause of action against them without prejudice. In connection with the settlement agreement, the Ipsos Entities agreed to immediately suspend any and all efforts in the United States related to commercialization, testing, and/or marketing of a portable electronic measurement system with regard to any and all forms of media until no sooner than January 13, 2012.

     On April 30, 2008, Plumbers and Pipefitters Local Union No. 630 Pension-Annuity Trust Fund filed a securities class action lawsuit in the United States District Court for the Southern District of New York on behalf of a purported Class of all purchasers of Arbitron common stock between July 19, 2007, and November 26, 2007. The plaintiff asserts that Arbitron, Stephen B. Morris (our Chairman and former President and Chief Executive Officer), and Sean R. Creamer (our Executive Vice President, Finance and Planning & Chief Financial Officer) violated federal securities laws. The plaintiff alleges misrepresentations and omissions relating, among other things, to the delay in commercialization of our PPM radio ratings service in November 2007, as well as stock sales during the period by company insiders who were not named as defendants and Messrs. Morris and Creamer. The plaintiff seeks class certification, compensatory damages plus interest and attorneys’ fees, among other remedies. On September 22, 2008 the plaintiff filed an Amended Class Action Complaint. On November 25, 2008, Arbitron, Mr. Morris, and Mr. Creamer each filed Motions to Dismiss the Amended Class Action Complaint. On January 23, 2009, the plaintiff filed a Memorandum of Law in Opposition to Defendants’ Motions to Dismiss the Amended Class Action Complaint. On February 23, 2009, Arbitron, Mr. Morris, and Mr. Creamer filed replies in support of their Motions to Dismiss.

     On or about June 13, 2008, a purported stockholder derivative lawsuit, Pace v. Morris, et al., was filed against Arbitron, as a nominal defendant, each of our directors, and certain of our executive officers in the Supreme Court of the State of New York for New York County. The derivative lawsuit is based on essentially the same substantive allegations as the securities class action lawsuit. The derivative lawsuit asserts claims against the defendants for misappropriation of information, breach of fiduciary duty, abuse of control, and unjust enrichment. The derivative plaintiff seeks equitable and/or injunctive relief, restitution and disgorgement of profits, plus attorneys’ fees and costs, among other remedies.

     The Company intends to defend itself and its interests vigorously against these allegations.

     New York

     On October 6, 2008, we commenced a civil action in the United States District Court for the Southern District of New York, seeking a declaratory judgment and injunctive relief against the New York Attorney General to prevent any attempt by the New York Attorney General to restrain our publication of our PPM listening estimates (the “New York Federal Action”). On October 27, 2008, the United States District Court issued an order dismissing

34

this civil action and on October 31, 2008, we filed a notice of appeal of the District Court’s order to the United States Court of Appeals for the Second Circuit.

     On October 10, 2008, the State of New York commenced a civil action against the Company in the Supreme Court of New York for New York County alleging false advertising and deceptive business practices in violation of New York consumer protection and civil rights laws relating to the marketing and commercialization in New York of our PPM radio ratings service (the “New York State Action”). The lawsuit sought civil penalties and an order preventing us from continuing to publish our PPM listening estimates in New York.

     On January 7, 2009, we joined in a Stipulated Order on Consent (the “New York Settlement”) in connection with the New York State Action. The New York Settlement, when fully executed and performed by the Company to the reasonable expectation of the New York Attorney General, will resolve all claims against the Company that were alleged by the New York Attorney General in the New York State Action. In connection with the New York Settlement, we also agreed to dismiss the New York Federal Action.

     In connection with the New York Settlement, we have agreed to achieve specified metrics concerning telephone number-based, address-based, and cell-phone-only sampling, and to take reasonable measures designed to achieve specified metrics concerning sample performance indicator and in-tab rates (the “Specified Metrics”) in our New York local market PPM radio ratings service by agreed dates. We also will make certain disclosures to users and potential users of our audience estimates, report to the New York Attorney General on our performance against the Specified Metrics, and make all reasonable efforts in good faith to obtain and retain accreditation by the MRC of our New York local market PPM ratings service. If, by October 15, 2009, we have not obtained accreditation from the MRC of our New York local market PPM radio ratings service and also have failed to achieve all of the Specified Metrics, the New York Attorney General reserves the right to rescind the New York Settlement and reinstitute litigation against us for the allegations made in the civil action.

     We have paid $200,000 to the New York Attorney General in settlement of the claims and $60,000 for investigative costs and expenses.

     On October 9, 2008, the Company and certain of our executive officers received subpoenas from the New York Attorney General regarding, among other things, the commercialization of the PPM radio ratings service in New York and purchases and sales of Arbitron securities by those executive officers. The New York Settlement does not affect these subpoenas.

     New Jersey

     On October 10, 2008, we commenced a civil action in the United States District Court for the District of New Jersey, seeking a declaratory judgment and injunctive relief against the New Jersey Attorney General to prevent any attempt by the New Jersey Attorney General to restrain our publication of our PPM listening estimates (the “New Jersey Federal Action”).

     On October 10, 2008, the State of New Jersey commenced a civil action against us in the Superior Court of New Jersey for Middlesex County, alleging violations of New Jersey consumer fraud and civil rights laws relating to the marketing and commercialization in New Jersey of our PPM radio ratings service (the “New Jersey State Action”). The lawsuit sought civil penalties and an order preventing us from continuing to publish our PPM listening estimates in New Jersey.

     On January 7, 2009, we joined in a Final Consent Judgment (the “New Jersey Settlement”) in connection the “New Jersey State Action”. The New Jersey Settlement, when fully executed and performed by the Company to the reasonable expectation of the New Jersey Attorney General, will resolve all claims against the Company that were alleged by the New Jersey Attorney General in the New Jersey State Action. In connection with the New Jersey Settlement, we also agreed to dismiss the New Jersey Federal Action. As part of the New Jersey Settlement, the Company denied any liability or wrongdoing.

35

     In connection with the New Jersey Settlement, we have agreed to achieve, and in certain circumstances to take reasonable measures designed to achieve, Specified Metrics in our New York and Philadelphia local market PPM radio ratings services by agreed dates. We also will make certain disclosures to users and potential users of our audience estimates, report to the New Jersey Attorney General on our performance against the Specified Metrics, and make all reasonable efforts in good faith to obtain and retain accreditation by the MRC of our New York and Philadelphia local market PPM ratings services. If, by December 31, 2009, we have not obtained accreditation from the MRC of either our New York and Philadelphia local market PPM radio ratings service and also have failed to achieve all of the Specified Metrics, the New Jersey Attorney General reserves the right to rescind the New Jersey Settlement and reinstitute litigation against us for the allegations made in the New Jersey Action.

     The Company has paid $130,000 to the New Jersey Attorney General for investigative costs and expenses.

     Jointly in connection with the New York Settlement and the New Jersey Settlement the Company also will create and fund a non-response bias study in the New York market, fund an advertising campaign promoting minority radio in major trade journals, and pay a single lump sum of $100,000 to the National Association of Black Owned Broadcasters (“NABOB”) for a joint radio project between NABOB and the Spanish Radio Association to support minority radio.

     Maryland

     On February 6, 2009 we announced that we had reached an agreement with the Office of the Attorney General of Maryland regarding our PPM radio ratings services in the Washington, DC and Baltimore local markets. In connection with the Washington, DC local market we agreed to achieve, and in certain circumstances take reasonable measures designed to achieve Specified Metrics by agreed dates. We will also make certain disclosures to users and potential users of our audience estimates and take all reasonable efforts to obtain accreditation by the MRC of our Washington, DC local market PPM service. We have agreed to use comparable methods and comply with comparable terms in connection with the commercialization of the PPM service in the Baltimore local market that reflect the different demographic characteristics of that local market and the timetable for commercializing the PPM service in the Baltimore local market. Arbitron and the Maryland Attorney General will agree to the specific comparable terms at a later date.

     We are involved from time to time in a number of judicial and administrative proceedings considered ordinary with respect to the nature of our current and past operations, including employment-related disputes, contract disputes, government proceedings, customer disputes, and tort claims. In some proceedings, the claimant seeks damages as well as other relief, which, if granted, would require substantial expenditures on our part. Some of these matters raise difficult and complex factual and legal issues, and are subject to many uncertainties, including, but not limited to, the facts and circumstances of each particular action, and the jurisdiction, forum and law under which each action is pending. Because of this complexity, final disposition of some of these proceedings may not occur for several years. As such, we are not always able to estimate the amount of our possible future liabilities. There can be no certainty that we will not ultimately incur charges in excess of present or future established accruals or insurance coverage. Although occasional adverse decisions (or settlements) may occur, we believe that the likelihood that final disposition of these proceedings will, considering the merits of the claims, have a material adverse impact on our financial position or results of operations is remote.

Item 1A. Risk Factors

     See Item 1A. — Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2008 for a detailed discussion of risk factors affecting Arbitron.

36

ITEM 6. EXHIBITS

Exhibit No.	Description
Exhibit 10.1	Form of 2008 Equity Compensation Plan Non-Statutory Stock Option Agreement (Director Grant in Lieu of Fees)
Exhibit 10.2	Form of 2008 Equity Compensation Plan Director Deferred Stock Unit Agreement
Exhibit 10.3	Form of 2008 Equity Compensation Plan Non-Statutory Stock Option Agreement (Annual Director Grant)
Exhibit 10.4	Executive Employment Agreement dated as of March 6, 2009 by and between the Company and Alton L. Adams
Exhibit 10.5	Executive Employment Agreement dated as of March 3, 2009 by and between the Company and Taher Behbehani
Exhibit 10.6	Executive Employment Agreement dated as of March 2, 2009 by and between the Company and Dr. Robert Henrick
Exhibit 31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

37

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

ARBITRON INC.
By:	/s/ SEAN R. CREAMER
	Sean R. Creamer
	Executive Vice President of Finance and Planning and Chief Financial Officer (on behalf of the registrant and as the registrant’s principal financial and principal accounting officer)

Date: May 7, 2009

38

EX-10.1

Exhibit 10.1

ARBITRON INC. 2008 EQUITY COMPENSATION PLAN
NON-STATUTORY STOCK OPTION AGREEMENT
Annual Director Grant

     THIS AGREEMENT evidences the grant by Arbitron Inc. (the “Company”) on                      , 20___(the “Date of Grant”) to [Name] (the “Optionee”) of an option to purchase shares of the Company’s common stock.

     A. The Company has adopted the Arbitron Inc. 2008 Equity Compensation Plan (as may be amended or supplemented, the “Plan”) authorizing the Board of Directors of the Company, or a committee as provided for in the Plan (the Board or such a committee to be referred to as the “Committee”), to grant stock options to employees and directors of the Company and its Subsidiaries (as defined in the Plan).

     B. The Company desires to give the Optionee an inducement to acquire a proprietary interest in the Company and an added incentive to advance the interests of the Company by granting to the Optionee an option to purchase shares of common stock of the Company pursuant to the Plan.

     Accordingly, the parties agree as follows:

1. Grant of Option.

     The Company has granted to the Optionee the right, privilege and option (the “Option”) to purchase [Shares] shares (the “Option Shares”) of the Company’s common stock, $0.50 par value (the “Common Stock”), according to the terms and subject to the conditions hereinafter set forth and as set forth in the Plan. The Option is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Option Exercise Price.

     The per share price to be paid by Optionee in the event of an exercise of the Option will be $___.

3. Duration of Option and Time of Exercise.

     3.1 Period of Exercisability. The Option shall become exercisable as to 100% of the Option Shares on the six month anniversary of the Date of Grant, assuming the Optionee’s continued service on the Board or service as an employee through such six month anniversary. The Option will become void and expire as to all unexercised Option Shares at, 5:00 p.m. (Eastern Standard Time) on the tenth anniversary of the Date of Grant (the “Time of Option Termination”).

     3.2 Change in Control.

     (a) Impact of Change in Control. If a Change in Control Event (as defined in Section 9 of this Agreement) of the Company occurs before the Option is fully exercisable, the Option will become fully exercisable and will remain exercisable, except as the Committee determines otherwise in connection with the Change in Control Event. In addition, if a Change in Control Event of the Company occurs, the Committee, in its sole discretion and without the consent of the Optionee, may determine that the Optionee will receive, with respect to some or all of the Option Shares, as of the effective date of any such Change in Control Event of the Company, cash in an amount equal to the excess of the Fair Market Value (as defined in the Plan) of such Option Shares as determined by taking into account such Change in Control Event of the Company over the option exercise price per share of the Option.

     (b) Authority to Modify Change in Control Provisions. Prior to a Change in Control Event, the Optionee will have no rights under this Section 3.2, and the Committee will have the authority, in its sole discretion, to rescind, modify, or amend this Section 3.2 without the consent of the Optionee.

4. Manner of Option Exercise.

     4.1 Notice. This Option may be exercised by the Optionee in whole or in part from time to time, subject to the conditions contained in the Plan and in this Agreement, by delivery, in person, by facsimile or electronic transmission or through the mail, to the Company at its principal executive office in Columbia, Maryland (Attention: Corporate Secretary), of a written notice of exercise. Such notice must be in a form satisfactory to the Committee, must identify the Option, must specify the number of Option Shares with respect to which the Option is being exercised, and must be signed by the person or persons so exercising the Option. In the event that the Option is being exercised, as provided by the Plan and Section 3.2 of this Agreement, by any person or persons other than the Optionee, the notice must be accompanied by appropriate proof of right of such person or persons to exercise the Option. If the Optionee retains the Option Shares purchased, as soon as practicable after the effective exercise of the Option, the Optionee will be recorded on the stock transfer books of the Company as the owner of the Option Shares purchased.

     4.2 Payment. At the time of exercise of the Option, the Optionee must pay the total exercise price of the Option Shares to be purchased entirely in cash (including a check, bank draft or money order, payable to the order of the Company), though a cashless exercise as described in Section 5(f)(2) of the Plan, by such other method approved by the Committee, or by a combination of such methods.

5. Rights and Restrictions of Optionee; Transferability.

     5.1 Service Providing Relationship. Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Subsidiary to terminate the relationship of the Optionee with the Company, nor confer upon the Optionee any right to continue in service to the Company or any Subsidiary at any particular position or for any particular period of time.

     5.2 Rights as a Stockholder; Effect on Running the Business. The Optionee will have no rights as a stockholder unless and until all conditions to the effective exercise of the Option (including, without limitation, the conditions set forth in Sections 4 and 6 of this Agreement) have been satisfied and the Optionee has become the holder of record of such shares. No adjustment will be made for dividends or distributions with respect to the Option Shares as to which there is a record date preceding the date the Optionee becomes the holder of record of such Option Shares, except as may otherwise be provided in the Plan or determined by the Committee in its sole discretion. The Optionee understands and agrees that the existence of an Option will not affect in any way the right or power of the Company or its stockholders to make or authorize any adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or other stock, with preference ahead of or convertible into, or otherwise affecting the Company’s common stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether or not of a similar character to those described above.

     5.3 Restrictions on Transfer. Except pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted by the Plan, no right or interest of the Optionee in the Option prior to exercise may be assigned or transferred, or subjected to any lien, during the lifetime of the Optionee, either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise. The Optionee will, however, subject to applicable laws be entitled to designate a beneficiary to receive the Option upon such Optionee’s death in the manner provided by the Plan, and, in the event of the Optionee’s death, exercise of the Option (to the extent permitted pursuant to Section 3.2(a) of this Agreement) may be made by the Optionee’s designated beneficiary.

6. Securities Law and Other Restrictions.

     Notwithstanding any other provision of the Plan or this Agreement, the Company will not be required to issue, and the Optionee may not sell, assign, transfer or otherwise dispose of, any Option Shares, unless (a) there is in effect with respect to the Option Shares a registration statement under the Securities Act of 1933, as amended, and any applicable state or foreign securities laws or an exemption from such registration, and (b) there has been obtained any other consent, approval or permit from any other regulatory body which the Committee, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing Option Shares, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions.

2

7. Withholding Taxes.

     If the Optionee becomes employed by the Company while the Option remains outstanding, the Company is entitled to (a) withhold and deduct from future wages of the Optionee (or from other amounts that may be due and owing to the Optionee from the Company), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any federal or provincial withholding tax requirements attributable to the Option, or (b) require the Optionee promptly to remit the amount of such withholding to the Company before acting on the Optionee’s notice of exercise of the Option. In the event that the Company is unable to withhold such amounts, for whatever reason, the Optionee agrees to pay to the Company an amount equal to the amount the Company would otherwise be required to withhold under federal, state or local law.

8. Certain Definitions. For purposes of this Agreement, the following additional definition will apply:

     (a) “Change in Control Event” will have the meaning set forth in the Plan plus such other event or transaction as the Board shall determine constitutes a Change in Control, or such other meaning as may be adopted by the Committee from time to time in its sole discretion.

9. Subject to Plan.

     The Option and the Option Shares granted and issued pursuant to this Agreement have been granted and issued under, and are subject to the terms of, the Plan. The terms of the Plan are incorporated by reference in this Agreement in their entirety, and the Optionee, by execution of this Agreement, acknowledges having received a copy of the Plan. The provisions of this Agreement will be interpreted in a manner consistent with the Plan, and any ambiguities in this Agreement will be interpreted by reference to the Plan. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan will prevail.

10. Miscellaneous.

     10.1 Binding Effect. This Agreement will be binding upon the heirs, executors, administrators and successors of the parties to this Agreement.

     10.2 Governing Law. This Agreement and all rights and obligations under this Agreement will be construed in accordance with the Plan and governed by the laws of the State of Delaware, without regard to conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive laws of another jurisdiction.

     10.3 Entire Agreement. This Agreement and the Plan set forth the entire agreement and understanding of the parties to this Agreement with respect to the grant and exercise of the Option and the administration of the Plan and supersede all prior agreements, arrangements, plans and understandings relating to the grant and exercise of the Option and the administration of the Plan.

     10.4 Amendment and Waiver. Other than as provided in the Plan, this Agreement may be amended, waived, modified or canceled only by a written instrument executed by the parties to this Agreement or, in the case of a waiver, by the party waiving compliance.

3

     IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument.

ARBITRON INC.
By:
	Name:
	Title:

4

PARTICIPANT’S ACCEPTANCE

     The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Plan.

PARTICIPANT:

Address:

5

EX-10.2

Exhibit 10.2

Grant No.                     

o     Participant’s Copy

o     Company’s Copy

Arbitron Inc.
2008 Equity Compensation Plan
Director Deferred Stock Unit Agreement

     To                     :

     Arbitron Inc. (the “Company”) has granted you (the “Grant”) deferred stock units (“DSUs”) as set forth on Exhibit A to this Agreement (the “DSUs”) under its 2008 Equity Compensation Plan (the “Plan”).

     The Grant is subject in all respects to the applicable provisions of the Plan. This Agreement does not cover all of the rules that apply to the Grant under the Plan, and the Plan defines any capitalized terms in this Agreement that this Agreement does not define.

     In addition to the Plan’s terms and restrictions, the following terms and restrictions apply:

Vesting Schedule	The Grant is fully nonforfeitable (“Vested”) on the Grant Date.
Distribution Dates	You will receive a distribution of shares (the “Shares”) of Company common stock (“Common Stock”) equivalent to your DSUs as soon as practicable following the date or dates indicated on Exhibit A, the “Distribution Date(s),” subject to any overriding provisions in the Plan.
Limited Status	You understand and agree that the Company will not consider you a shareholder for any purpose with respect to the Shares, unless and until the Shares have been issued to you on the Distribution Date(s). You will, however, receive dividend equivalents (“Dividend Equivalent Rights”) with respect to the DSUs, measured using the Shares they represent, with the amounts convertible into full or fractional additional DSUs based on dividing the dividends by the Fair Market Value (as defined in the Plan) as of the date of dividend distribution and holding the resulting additional DSUs for distribution as provided for the other DSUs.
Voting	DSUs cannot be voted. You may not vote the Shares unless and until the Shares are distributed to you.
Transfer Restrictions	You may not sell, assign, pledge, encumber, or otherwise transfer any interest (“Transfer”) in the Shares until the Shares are distributed to you. Any attempted Transfer that precedes the Distribution Date for such Shares is invalid.
Additional Conditions	The Company may postpone issuing and delivering any Shares for so long as the Company determines to be advisable to satisfy the following:
to Receipt

its completing or amending any securities registration or qualification of the Shares or its or your satisfying any exemption from registration under any Federal or state law, rule, or regulation;

its receiving proof it considers satisfactory that a person or entity seeking to receive the Shares after your death is entitled to do so;

- 1 -

your complying with any requests for representations under the Grant and the Plan; and

its or your complying with any federal, state, or local tax withholding obligations.

Taxes and Withholding	The DSUs provide tax deferral, meaning that they are not taxable to you until you actually receive Shares on or around each Distribution Date. You will then owe taxes at ordinary income tax rates as of each Distribution Date at the Shares’ value.
	If you become employed by the Company before a Distribution Date, the Company will be required to withhold (in cash from salary or other amounts owed you) the applicable percentage of the value of the Shares on the Distribution Date. If the Company does not choose to do so, you agree to arrange for payment of the withholding taxes and/or confirm that the Company is arranging for appropriate withholding.
Additional Representations from You	If you receive Shares at a time when the Company does not have a current registration statement (generally on Form S-8) under the Act that covers issuances of Shares to you, you must comply with the following before the Company will release the Shares to you. You must:

represent to the Company, in a manner satisfactory to the Company’s counsel, that you are acquiring the Shares for your own account and not with a view to reselling or distributing the Shares; and

agree that you will not sell, transfer, or otherwise dispose of the Shares unless:

a registration statement under the Act is effective at the time of disposition with respect to the Shares you propose to sell, transfer, or otherwise dispose of; or

the Company has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required.

Additional Restriction	You will not receive the Shares if issuing the Shares would violate any applicable federal or state securities laws or other laws or regulations.
No Effect on Service Providing Relationship	Nothing in this Agreement restricts the Company’s rights or those of any of its affiliates to terminate your service on the Company’s Board of Directors or other relationship at any time, with or without cause. The termination of your relationship, whether by the Company or any of its affiliates or otherwise, and regardless of the reason for such termination, has the consequences provided for under the Plan.
No Effect on Running Business	You understand and agree that the existence of the DSU will not affect in any way the right or power of the Company or its stockholders to make or authorize any adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or other stock, with preference ahead of or convertible into, or otherwise affecting the Company’s common stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether or not of a similar character to those described above.

- 2 -

Section 409A	This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code and must be construed consistently with that section. Notwithstanding anything in the Plan or this Agreement to the contrary, if (x) you are a “specified employee” within the meaning of Section 409A at the time of your separation from service (as determined by the Company, by which determination you agree you are bound) and (y) the payment under the DSUs will result in the imposition of additional tax under Section 409A if paid to you within the six month period following your separation from service, then the payment under such accelerated DSUs will not be made until the earlier of (i) the date six months and one day following the date of your separation from service or (ii) the 10th day after your date of death, and will be paid within 10 days thereafter. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to you or any other person, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section.
Unsecured Creditor	This Agreement creates a contractual obligation on the part of the Company to make payment under the DSUs credited to your account at the time provided for in this Agreement. Neither you nor any other party claiming an interest in deferred compensation hereunder shall have any interest whatsoever in any specific assets of the Company. Your right to receive payments hereunder is that of an unsecured general creditor of Company.
Governing Law	The laws of the State of Delaware will govern all matters relating to this Agreement, without regard to the principles of conflict of laws.
Notices	Any notice you give to the Company must follow the procedures then in effect. If no other procedures apply, you must send your notice in writing by hand or by mail to the office of the Company’s Secretary. If mailed, you should address it to the Company’s Secretary at the Company’s then corporate headquarters, unless the Company directs participants to send notices to another corporate department or to a third party administrator or specifies another method of transmitting notice. The Company and the Administrator will address any notices to you at your office or home address as reflected on the Company’s business records. You and the Company may change the address for notice by like notice to the other, and the Company can also change the address for notice by general announcements to participants.
Plan Governs	Wherever a conflict may arise between the terms of this Agreement and the terms of the Plan, the terms of the Plan will control.

	Arbitron Inc.
Date:	By:

- 3 -

ACKNOWLEDGMENT

     I acknowledge I received a copy of the Plan. I represent that I have read and am familiar with the Plan’s terms. I accept the Grant subject to all of the terms and provisions of this Agreement and of the Plan under which the Grant is made, as the Plan may be amended in accordance with its terms. I agree to accept as binding, conclusive, and final all decisions or interpretations of the Administrator concerning any questions arising under the Plan with respect to the Grant.

Date:
	Name:

     No one may sell, transfer, or distribute the securities covered by the Grant without an effective registration statement relating thereto or an opinion of counsel satisfactory to the Company or other information and representations satisfactory to the Company that such registration is not required.

- 4 -

Grant No.                     

Arbitron Inc.
2008 Equity Compensation Plan
Deferred Stock Unit

Exhibit A

Recipient Information:

Name:

Signature: X

Grant Information:

DSUs:                                         Date of Grant:                                                                                    

Distribution Dates	Your Distribution Dates will be determined by your deferral election in effect before the Date of Grant.
	The Distribution Dates will be
	___	a date within 30 days after the end of the calendar quarter in which I cease to serve as a director of the Company, at which point I will receive all Shares covered by the DSUs or
	___	January 1 of each of the ___ years following the year in which I cease to serve as a director of the Company, at which dates I will receive the portion of the Shares covered by the DSUs as represents the result of dividing all of the Shares by the number of years for which I will receive Shares and carrying any fractional Shares forward until they add to a whole Share, with any fractional share remaining in the final year being cashed out.
	If a Change in Control Event (as defined in the Plan) occurs before the final or sole Distribution Date and the Change in Control Event also would be an event described in Treas. Reg. Section 1.409A-3(i)(5), full payment will be made in connection with the closing of the Change in Control Event. A Change in Control Event that does not comport with that regulation will not affect the payment timing. The payment will be in cash (unless the Board determines otherwise) equal to the value per share of the consideration received in the Change in Control Event multiplied by the number of DSUs, at which point the DSUs will expire without further obligation to you. The Board will have the authority to value any consideration received in the Change in Control Event to the extent neither cash nor readily marketable securities.

- 5 -

EX-10.3

Exhibit 10.3

ARBITRON INC. 2008 EQUITY COMPENSATION PLAN
NON-STATUTORY STOCK OPTION AGREEMENT
Director Grant in Lieu of Fees

     THIS AGREEMENT evidences the grant by Arbitron Inc. (the “Company”) on                     , 20                     (the “Date of Grant”) to [Name] (the “Optionee”) of an option to purchase shares of the Company’s common stock.

     A. The Company has adopted the Arbitron Inc. 2008 Equity Compensation Plan (as may be amended or supplemented, the “Plan”) authorizing the Board of Directors of the Company, or a committee as provided for in the Plan (the Board or such a committee to be referred to as the “Committee”), to grant stock options to employees and directors of the Company and its Subsidiaries (as defined in the Plan).

     B. The Company desires to give the Optionee an inducement to acquire a proprietary interest in the Company and an added incentive to advance the interests of the Company by granting to the Optionee an option to purchase shares of common stock of the Company pursuant to the Plan.

     Accordingly, the parties agree as follows:

1. Grant of Option.

     The Company has granted to the Optionee the right, privilege and option (the “Option”) to purchase [Shares] shares (the “Option Shares”) of the Company’s common stock, $0.50 par value (the “Common Stock”), according to the terms and subject to the conditions hereinafter set forth and as set forth in the Plan. The Option is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Option Exercise Price.

     The per share price to be paid by Optionee in the event of an exercise of the Option will be $                    .

3. Duration of Option and Time of Exercise.

     3.1 Period of Exercisability. The Option shall become exercisable as to 100% of the Option Shares on the Date of Grant. The Option will become void and expire as to all unexercised Option Shares at, 5:00 p.m. (Eastern Standard Time) on the tenth anniversary of the Date of Grant (the “Time of Option Termination”).

     3.2 Change in Control.

     (a) Impact of Change in Control. If a Change in Control Event of the Company occurs, the Committee, in its sole discretion and without the consent of the Optionee, may determine that the Optionee will receive, with respect to some or all of the Option Shares, as of the effective date of any such Change in Control Event of the Company, cash in an amount equal to the excess of the Fair Market Value (as defined in the Plan) of such Option Shares as determined by taking into account such Change in Control Event of the Company over the option exercise price per share of the Option.

     (b) Authority to Modify Change in Control Provisions. Prior to a Change in Control Event, the Optionee will have no rights under this Section 3.2, and the Committee will have the authority, in its sole discretion, to rescind, modify, or amend this Section 3.2 without the consent of the Optionee.

4. Manner of Option Exercise.

     4.1 Notice. This Option may be exercised by the Optionee in whole or in part from time to time, subject to the conditions contained in the Plan and in this Agreement, by delivery, in person, by facsimile or electronic transmission or through the mail, to the Company at its principal executive office in Columbia, Maryland (Attention: Corporate Secretary), of a written notice of exercise. Such notice must be in a form satisfactory to the Committee, must identify the Option, must specify the number of Option Shares with respect to which the Option is being exercised, and must be signed by the person or persons so exercising the Option. In the event that the Option is being exercised, as provided by the Plan and Section 3.2 of this Agreement, by any person or persons other than the Optionee, the notice must be accompanied by appropriate proof of right of such person or persons to exercise the Option. If the Optionee retains the Option Shares purchased, as soon as practicable after the effective exercise of the Option, the Optionee will be recorded on the stock transfer books of the Company as the owner of the Option Shares purchased.

     4.2 Payment. At the time of exercise of the Option, the Optionee must pay the total exercise price of the Option Shares to be purchased entirely in cash (including a check, bank draft or money order, payable to the order of the Company), though a cashless exercise as described in Section 5(f)(2) of the Plan, by such other method approved by the Committee, or by a combination of such methods.

5. Rights and Restrictions of Optionee; Transferability.

     5.1 Service Providing Relationship. Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Subsidiary to terminate the relationship of the Optionee with the Company, nor confer upon the Optionee any right to continue in service to the Company or any Subsidiary at any particular position or for any particular period of time.

     5.2 Rights as a Stockholder; Effect on Running the Business. The Optionee will have no rights as a stockholder unless and until all conditions to the effective exercise of the Option (including, without limitation, the conditions set forth in Sections 4 and 6 of this Agreement) have been satisfied and the Optionee has become the holder of record of such shares. No adjustment will be made for dividends or distributions with respect to the Option Shares as to which there is a record date preceding the date the Optionee becomes the holder of record of such Option Shares, except as may otherwise be provided in the Plan or determined by the Committee in its sole discretion. The Optionee understands and agrees that the existence of an Option will not affect in any way the right or power of the Company or its stockholders to make or authorize any adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or other stock, with preference ahead of or convertible into, or otherwise affecting the Company’s common stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether or not of a similar character to those described above.

     5.3 Restrictions on Transfer. Except pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted by the Plan, no right or interest of the Optionee in the Option prior to exercise may be assigned or transferred, or subjected to any lien, during the lifetime of the Optionee, either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise. The Optionee will, however, subject to applicable laws be entitled to designate a beneficiary to receive the Option upon such Optionee’s death in the manner provided by the Plan, and, in the event of the Optionee’s death, exercise of the Option (to the extent permitted pursuant to Section 3.2(a) of this Agreement) may be made by the Optionee’s designated beneficiary.

6. Securities Law and Other Restrictions.

     Notwithstanding any other provision of the Plan or this Agreement, the Company will not be required to issue, and the Optionee may not sell, assign, transfer or otherwise dispose of, any Option Shares, unless (a) there is in effect with respect to the Option Shares a registration statement under the Securities Act of 1933, as amended, and any applicable state or foreign securities laws or an exemption from such registration, and (b) there has been obtained any other consent, approval or permit from any other regulatory body which the Committee, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing Option Shares, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions.

2

7. Withholding Taxes.

     If the Optionee becomes employed by the Company while the Option remains outstanding, the Company is entitled to (a) withhold and deduct from future wages of the Optionee (or from other amounts that may be due and owing to the Optionee from the Company), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any federal or provincial withholding tax requirements attributable to the Option, or (b) require the Optionee promptly to remit the amount of such withholding to the Company before acting on the Optionee’s notice of exercise of the Option. In the event that the Company is unable to withhold such amounts, for whatever reason, the Optionee agrees to pay to the Company an amount equal to the amount the Company would otherwise be required to withhold under federal, state or local law.

8. Certain Definitions. For purposes of this Agreement, the following additional definition will apply:

     (a) “Change in Control Event” will have the meaning set forth in the Plan plus such other event or transaction as the Board shall determine constitutes a Change in Control, or such other meaning as may be adopted by the Committee from time to time in its sole discretion.

9. Subject to Plan.

     The Option and the Option Shares granted and issued pursuant to this Agreement have been granted and issued under, and are subject to the terms of, the Plan. The terms of the Plan are incorporated by reference in this Agreement in their entirety, and the Optionee, by execution of this Agreement, acknowledges having received a copy of the Plan. The provisions of this Agreement will be interpreted in a manner consistent with the Plan, and any ambiguities in this Agreement will be interpreted by reference to the Plan. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan will prevail.

10. Miscellaneous.

     10.1 Binding Effect. This Agreement will be binding upon the heirs, executors, administrators and successors of the parties to this Agreement.

     10.2 Governing Law. This Agreement and all rights and obligations under this Agreement will be construed in accordance with the Plan and governed by the laws of the State of Delaware, without regard to conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive laws of another jurisdiction.

     10.3 Entire Agreement. This Agreement and the Plan set forth the entire agreement and understanding of the parties to this Agreement with respect to the grant and exercise of the Option and the administration of the Plan and supersede all prior agreements, arrangements, plans and understandings relating to the grant and exercise of the Option and the administration of the Plan.

     10.4 Amendment and Waiver. Other than as provided in the Plan, this Agreement may be amended, waived, modified or canceled only by a written instrument executed by the parties to this Agreement or, in the case of a waiver, by the party waiving compliance.

3

     IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument.

ARBITRON INC.
By:
	Name:
	Title:

4

PARTICIPANT’S ACCEPTANCE

     The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Plan.

PARTICIPANT:

Address:

5

EX-10.4

Exhibit 10.4

EXECUTION COPY

ARBITRON INC.

EXECUTIVE EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made March 6th, 2009 by and between Arbitron Inc., a Delaware corporation (the “Company”), and Alton L. Adams, an individual (“you”) (and, together, “Parties”).

     NOW THEREFORE, in consideration of your acceptance of employment, the Parties agree to be bound by the terms contained in this Agreement as follows:

     1. Engagement. Beginning March 30, 2009 (the “Effective Date”), the Company will employ you as Executive Vice President and Chief Marketing Officer. You will report directly to the President and Chief Executive Officer. You will be responsible for marketing strategy and direction for the Company. You will at all times comply with all written policies of the Company then in effect.

     2. Commitment. During and throughout the Employment Term (as defined in Section 3 below), you must devote substantially all of your full working time and attention to the Company. During the Employment Term, you must not engage in any employment, occupation, consulting or other activity for direct or indirect financial remuneration unless approved by the President and Chief Executive Officer or the Board of Directors of the Company (the “Board”); provided, however, that you may, subject to compliance with the notice and consent requirements set forth in the Company’s Corporate Governance Policies and Guidelines, (i) serve in any capacity with any professional, community, industry, civic (including governmental boards), educational or charitable organization, (ii) serve on for-profit entity board(s) having obtained prior consent and written approval from the Board’s Nominating and Corporate Governance Committee and (iii) subject to the Company’s conflict of interest policies applicable to all employees, make investments in other businesses and manage your and your family’s personal investments and legal affairs; provided that any such activities described in clauses (i)-(iii) above do not materially interfere with the discharge of your duties to the Company. You will perform your services under this Agreement at the Company’s headquarters in Columbia, Maryland.

     3. Employment Term. You are an at-will employee. Your employment with the Company under this Agreement will begin on the Effective Date and will continue until your employment terminates (such employment period, the “Employment Term”).

     4. Cash and Stock Compensation.

          (a) Base Salary. Upon the commencement of your employment hereunder, you will receive a base salary at a monthly rate of $33,333.33, annualizing to $400,000 (“Base Salary”). The Company will pay your Base Salary in accordance with the Company’s regular payroll practices, but no less frequently than monthly. The President and Chief Executive Officer will review your Base Salary no less frequently than annually. If increased, the increased Base Salary will become the Base Salary for all purposes of this Agreement. Your Base Salary will not be decreased without your written consent.

          (b) Incentive Bonus. Upon meeting the applicable performance criteria established by the Company’s Compensation and Human Resources Committee of the Board (the “Compensation Committee”) in its sole discretion, you will be eligible to receive an annual incentive bonus (the “Annual Bonus”) for a given fiscal year of the Company targeted at an amount equal to 50% of your Base Salary in effect at the beginning of such fiscal year (“Target Bonus”). For performance exceeding such applicable performance criteria in the sole judgment of the Compensation Committee, the Annual Bonus will be increased to an amount in excess of the Target Bonus up to a maximum of 150% of your Base Salary in effect at the beginning of such fiscal year, which additional bonus amount the Compensation Committee will determine in its sole discretion. The Annual Bonus, if any, will be paid when other executives receive their bonuses under comparable arrangements but, in any event, between January 1 and April 30 of the year following the year with respect to which it is earned.

          (c) Compensatory Stock Awards. Subject to the Compensation Committee’s approval, on or as soon as administratively practicable following the Effective Date, (but in no event later than 30 days after the Effective Date), the Company will grant you an equity award to be valued at $1,600,000 on the date of grant, with the award divided by value into (i) 75% stock options, and (ii) 25% restricted stock units, each with respect to the Company’s common stock, par value $0.50 (the “Common Stock”), with such awards designed to qualify for either (a) the short term deferral exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or (b) the exemption from Section 409A of the Code for certain stock options or other equity-based compensation. The value for the options will be determined using the Company’s standard Black-Scholes assumptions applied as of the date of grant and the value for the restricted stock units will be determined by dividing the target value for the restricted stock units by the Common Stock’s fair market value on the date of grant. The equity grants will either be under a Company equity plan or under a special arrangement for you (in any case, referred to as a “Stock Plan”). Assuming continued employment, the options under the grant will vest in equal amounts on an annual basis over a three year period following the date of grant (beginning with one-third on the first anniversary), and otherwise will contain the Company’s customary terms and conditions for such grants, except as modified by this Agreement. Assuming continued employment, the restricted stock units under the grant will vest in equal amounts on an annual basis over a four year period following the date of grant (beginning with 25% on the first anniversary) and otherwise will contain the Company’s customary terms and conditions for such grants, except as modified by this Agreement. The Compensation Committee at its sole discretion will consider the grant of additional compensatory stock awards to you.

- 2 -

          (d) Relocation Expenses and Temporary Living Expenses. The Company directs you to work at its Columbia, Maryland headquarters and will assist in relocation expenses. You agree that you will use best efforts to relocate your primary residence during 2009. The Company will reimburse you for relocation expenses and temporary living expenses incurred in 2009 up to a maximum of $200,000. Qualified relocation and temporary living expenses will cover real estate commission fees and transfer tax fees for the sale of your residence in Georgia, moving costs, temporary housing rental fees, legal fees, inspection fees, mortgage financing fees for the purchase of your new residence in proximity to the Company’s headquarters in Columbia, Maryland and applicable gross-up for federal taxes. Without limiting the foregoing and notwithstanding any other provision of this Agreement to the contrary, in no event will reimbursement for temporary housing rental fees exceed $5,000 for any month. Any payments or expenses provided in this Section 4(d) will be paid in accordance with Section 7(c). If your employment ends before December 31, 2010 (the “Relocation Repayment Date”) as a result of your resignation (except for a resignation due to Position Diminishment) or your termination for Cause, you agree to repay a pro rata portion of the relocation expenses, with the proration determined based on the number of days remaining between the date your employment ends and the Relocation Repayment Date as compared with the total number of days between the Effective Date and the Relocation Repayment Date.

     5. Employee Benefits.

          (a) Employee Welfare and Retirement Plans. You will, to the extent eligible, be entitled to participate at a level commensurate with your position in all employee welfare benefit and retirement plans and programs the Company provides to its executives in accordance with Company policies. You will be covered under the Company’s Director and Officer liability insurance policy, to the same extent as other officers.

          (b) Business Expenses. Upon submission of appropriate documentation in accordance with its policies, the Company will promptly pay, or reimburse you for, all reasonable business expenses that you incur in performing your duties under this Agreement, including, but not limited to, travel, entertainment, professional dues and subscriptions, as long as such expenses are reimbursable under the Company’s policies. Any payments or expenses provided in this Section 5(b) will be paid in accordance with Section 7(c).

          (c) Paid Time Off. You will be entitled to four weeks’ paid time off in accordance with the standard written policies of the Company with regard to executives, of which up to two weeks may be carried to the next succeeding year.

     6. Termination of At-Will Employment.

          (a) General. Subject in each case to the provisions of this Section 6, nothing in this Agreement interferes with or limits in any way the Company’s right to terminate your employment at any time, for any reason or no reason, with or without notice, and nothing in this Agreement confers on you any right to continue in the Company’s employ. If your employment ceases due to death or for any other reason or for no reason, you (or your estate, as applicable) will be entitled to receive (in addition to any compensation and benefits you are entitled to receive under Section 6(b) or 6(c) below): (i) any earned but unpaid Base Salary through and including the date of termination of your employment, to be paid in accordance with the Company’s regular payroll practices no later than the next regularly scheduled pay date, (ii) any earned but unpaid Annual Bonus for the calendar year preceding the year in which your employment terminates, to be paid on the date such Annual Bonus otherwise would have been paid if your employment had continued, (iii) a pro-rata amount of any Annual Bonus for the

- 3 -

calendar year in which your employment terminates that would have been paid if your employment continued to be paid on the date such Annual Bonus otherwise would have been paid if your employment had continued; (iv) unreimbursed business expenses in accordance with the Company’s policies; to be paid in accordance with Section 7(c); (v) the amount of any accrued but unused paid time off; and (vi) any amounts or benefits to which you are then entitled under the terms of the benefit plans then sponsored by the Company in accordance with their terms (and not accelerated to the extent acceleration does not satisfy Section 409A of the Code). Notwithstanding any other provision in this Agreement to the contrary, any severance benefits to which you may be entitled will be provided exclusively through the terms of this Section 6 of this Agreement.

          (b) Termination Without Cause; Resignation for Position Diminishment. If, during the Employment Term, the Company terminates your employment without Cause (defined below) or you resign as a result of Position Diminishment (defined below), you will be entitled to the following severance benefits:

          (i) Cash Severance. Except as provided in Section 6(c), the Company will pay to you in cash (i) an amount equal to 1.75 times your Base Salary on an annualized basis, paid in equal installments over a 12 month period following the Effective Release Date (as defined below) in accordance with the Company’s standard payroll policies and procedures and in a manner not inconsistent with Section 7 hereof. Payment will cease if subsequent employment is obtained prior to the end of the 12 month period.

          (ii) Benefits. The Company will also pay the full cost of the health care premiums otherwise payable by you upon your election of health care continuation coverage for yourself and your qualified beneficiaries as provided under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for 12 months from the date coverage otherwise would have ended under the Company’s group health plans or if sooner, until you cease to qualify for COBRA coverage (such as by obtaining subsequent coverage).

          (iii) Release. To receive any severance benefits provided for under this Agreement or otherwise, (other than the amounts in Section 6(a)), you must deliver to the Company a general release of claims on the form the Company provides, which must become irrevocable within seven days after it is signed and no later than 60 days following the date of your termination of employment. Benefits will be paid or commence no later than 30 days after such release becomes effective; provided, however, that if the last day of the 60 day period for an effective release falls in the calendar year following the year of your date of termination, the severance payments will be paid or commence no earlier than January 1 of such subsequent calendar year. The date on which your release of claims becomes effective is the “Effective Release Date.” You must continue to comply with the covenants under Sections 8 and 9 below to continue to receive severance benefits.

- 4 -

          (iv) “Position Diminishment” means (i) a change in your reporting responsibilities, titles, duties, or offices as in effect as of the Effective Date (or, for purposes of Section 6(c), as in effect immediately before a Change of Control), or any removal of you from, or any failure to re-elect you to, any of such positions, that has the effect of materially diminishing your responsibility, duties, or authority, (ii) a relocation of your principal place of employment to a location more than 25 miles from its then current location and that increases the distance from your primary residence by more than 25 miles, provided such relocation is a material change in the geographic location at which you must perform your services, or (iii) a material reduction in your Base Salary. You may only resign as a result of a Position Diminishment if you (x) provide notice to the Company within 90 days following the initial existence of the condition constituting a Position Diminishment that you consider the Position Diminishment to be grounds to resign; (y) provide the Company a period of 30 days to cure the Position Diminishment, and (z) actually cease employment, by the six month anniversary following the effective date of the Position Diminishment, if the Position Diminishment is not cured, within the 30-day cure period.

          (c) Change of Control. If, within 12 months following a Change of Control, your employment ends on a termination without Cause or you resign for Position Diminishment, in addition to the compensation and benefits described in Section 6(a) and Section 6(b)(ii) above (but in lieu of the compensation under Section 6(b)(i) and subject to the release required under Section 6(b)(iii)), the Company will pay to you in cash an amount equal to 2.625 times your Base Salary on an annualized basis, paid in equal installments over a 12 month period following the Effective Release Date in accordance with the Company’s standard payroll policies and procedures, but no less frequently than monthly and in a manner not inconsistent with Section 7 hereof. Payment will cease if subsequent employment is obtained prior to the end of the 12 month period. In addition, any outstanding equity compensation awards will fully and immediately vest and, as applicable, become exercisable, provided that the Board will have the right to suspend exercises or sales with respect to such equity compensation for which vesting or exercisability has been accelerated hereunder pending satisfaction of the release requirement, and provided that the vesting will not accelerate the distribution of shares underlying equity awards if such acceleration would trigger taxation under Section 409A(a)(1)(B). The treatment in this Section 6(c) applies notwithstanding any contrary provisions in the Stock Plan or any award agreement. For the purpose of this Agreement, “Change of Control” means:

          (i) consummation of a merger or consolidation to which the Company is a party if the individuals and entities who were stockholders of the Company immediately before the effective date of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of less than 50% of the total combined voting power for election of directors of the surviving company immediately following the effective date of such merger or consolidation; or

          (ii) the direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) in the aggregate of securities of the Company representing 51% or more of the total combined voting power of the Company’s then issued and outstanding securities by any person or entity, or group of associated persons or entities acting in concert; provided, however, that for purposes hereof, any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company will not constitute a Change of Control; or

- 5 -

          (iii) the direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) in the aggregate of securities of the Company representing 25% or more of the total combined voting power of the Company’s then issued and outstanding securities by any person or entity, or group of associated persons or entities acting in concert if such acquisition is not approved by the Board before any such acquisition; provided, however, that for purposes hereof, any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company will not constitute a Change of Control; or

          (iv) consummation of the sale of the properties and assets of the Company, substantially as an entirety, to any person or entity which is not a wholly-owned subsidiary of the Company; or

          (v) the liquidation of the Company is consummated; or

          (vi) a change in the composition of the Board at any time during any consecutive 24-month period such that the Continuity Directors cease for any reason to constitute at least a 70 % majority of the Board. For purposes of this clause, “Continuity Directors” means those members of the Board who either (A) were directors at the beginning of such consecutive 24-month period, or (B) were elected by, or on the nomination or recommendation of, at least a two-thirds majority of the then-existing Board.

          (d) Termination for Cause.

          (i) General. If, during the Employment Term, the Company terminates your employment for Cause, you will be entitled only to the payments described in Section 6(a) (excluding clause (ii) and (iii) of Section 6(a)). You will have no further right to receive any other compensation or benefits after such termination or resignation of employment, except as determined in accordance with the terms of the employee benefit plans or programs of the Company or as required by law.

          (ii) Cause. For purposes of this Agreement, “Cause” means termination of your employment because of (i) fraud; (ii) misrepresentation; (iii) theft or embezzlement of assets of the Company; (iv) your conviction, or plea of guilty or nolo contendere to any felony (or to a felony charge reduced to a misdemeanor), or, with respect to your employment, to any misdemeanor (other than a traffic violation), or your intentional violations of law involving moral turpitude; (v) material failure to follow the Company’s conduct and ethics policies; and/or (vi) your continued failure to attempt in good faith to perform your duties as reasonably assigned by the Board to you for a period of 60 days after a written demand for such performance that specifically identifies the manner in which it is alleged you have not attempted in good faith to perform such duties.

- 6 -

          (e) Death or Disability. Your employment hereunder will terminate immediately upon your death, or if the Board, based upon appropriate medical evidence, determines you have become physically or mentally incapacitated so as to render you incapable of performing your usual and customary material duties even with a reasonable accommodation for a continuous period in excess of 180 days. Employment termination under this subsection is not covered by Section 6(b) or 6(c).

          (f) Further Effect of Termination on Board and Officer Positions. If your employment ends for any reason, you agree that you will cease immediately to hold any and all officer or director positions you then have with the Company or any affiliate, absent a contrary direction from the Board (which may include either a request to continue such service or a direction to cease serving upon notice without regard to whether your employment has ended), except to the extent that you reasonably and in good faith determine that ceasing to serve as a director would breach your fiduciary duties to the Company. You hereby irrevocably appoint the Company to be your attorney to execute any documents and do anything in your name to effect your ceasing to serve as a director and officer of the Company and any subsidiary, should you fail to resign following a request from the Company to do so. A written notification signed by a director or duly authorized officer of the Company that any instrument, document or act falls within the authority conferred by this clause will be conclusive evidence that it does so. The Company will prepare any documents, pay any filing fees, and bear any other expenses related to this section.

     7. Effect of Section 409A of the Code.

          (a) Six Month Delay. For purposes of this Agreement, a termination of employment shall mean a “separation from service” as defined in Section 409A of the Code. If and to the extent any portion of any payment, compensation or other benefit provided to you in connection with your separation from service (as defined in Section 409A of Code) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, as determined by the Company in accordance with its procedures, by which determination you hereby agree that you are bound, such portion of the payment, compensation or other benefit will not be paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth (10th) day after the date of your death (as applicable, the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to you during the period between the date of separation from service and the New Payment Date will be paid to you in a lump sum in the first payroll period beginning after such New Payment Date, and any remaining payments will be paid on their original schedule.

          (b) General 409A Principles. For purposes of this Agreement, each amount to be paid or benefit to be provided will be construed as a separate identified payment for purposes of Section 409A, and any payments that are due within the “short term deferral period” as defined in Section 409A or are paid in a manner covered by Treas. Reg. Section 1.409A-1(b)(9)(iii) will not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor you will have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and the Agreement will, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement will have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. In any event, the Company makes no representations or warranty and will have no liability to you or any other person, other than with respect to payments made by the Company in violation of the provisions of this Agreement, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section.

- 7 -

          (c) Expense Timing. Payments with respect to reimbursements of business expenses will be made in the ordinary course of business and in any case on or before the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year. The right to reimbursement or in-kind benefits pursuant to this Agreement is not subject to liquidation or exchange for another benefit.

     8. Confidentiality, Disclosure, and Assignment

          (a) Confidentiality. You will not, during or after the Employment Period, publish, disclose, or utilize in any manner any Confidential Information obtained while employed by the Company. If you leave the Company’s employ, you will not, without the Company’s prior written consent, retain or take away any drawing, writing, or other record in any form containing any Confidential Information. For purposes of this Agreement, “Confidential Information” means information or material of the Company that is not generally available to or used by others, or the utility or value of which is not generally known or recognized as standard practice, whether or not the underlying details are in the public domain, including:

          (i) information or material relating to the Company and its business as conducted or anticipated to be conducted; business plans; operations; past, current or anticipated software, products or services; customers or prospective customers; or research, engineering, development, manufacturing, purchasing, accounting, or marketing activities;

          (ii) information or material relating to the Company’s inventions, improvements, discoveries, “know-how,” technological developments, or unpublished writings or other works of authorship, or to the materials, apparatus, processes, formulae, plans or methods used in the development, manufacture or marketing of the Company’s software, products or services;

          (iii) information on or material relating to the Company that when received is marked as “proprietary,” “private,” or “confidential”;

          (iv) the Company’s trade secrets;

          (v) software of the Company in various stages of development, including computer programs in source code and binary code form, software designs, specifications, programming aids (including “library subroutines” and productivity tools), interfaces, visual displays, technical documentation, user manuals, data files and databases of the Company; and

- 8 -

          (vi) any similar information of the type described above that the Company obtained from another party and that the Company treats as or designates as being proprietary, private or confidential, whether or not owned or developed by the Company.

Notwithstanding the foregoing, “Confidential Information” does not include any information that is properly published or in the public domain; provided, however, that information that is published by or with your aid outside the scope of employment or contrary to the requirements of this Agreement will not be considered to have been properly published, and therefore will not be in the public domain for purposes of this Agreement.

          (b) Business Conduct and Ethics. During your employment with the Company, you will not engage in any activity that may conflict with the Company’s interests, and you will comply with the Company’s policies and guidelines pertaining to business conduct and ethics.

          (c) Disclosure. You will disclose promptly in writing to the Company all inventions, discoveries, software, writings and other works of authorship that you conceived, made, discovered, or written jointly or singly on Company time or on your own time during the period of your employment by the Company, providing the invention, improvement, discovery, software, writing or other work of authorship is capable of being used by the Company in the normal course of business, and all such inventions, improvements, discoveries, software, writings and other works of authorship shall belong solely to the Company.

          (d) Instruments of Assignment. You will sign and execute all instruments of assignment and other papers to evidence vestiture of your entire right, title and interest in such inventions, improvements, discoveries, software, writings or other works of authorship in the Company, at the Company’s request and expense, and you will do all acts and sign all instruments of assignment and other papers the Company may reasonably request relating to applications for patents, patents, copyrights, and the enforcement and protection thereof. If you are needed, at any time, to give testimony, evidence, or opinions in any litigation or proceeding involving any patents or copyrights or applications for patents or copyrights, both domestic and foreign, relating to inventions, improvements, discoveries, software, writings or other works of authorship you conceived, developed or reduced to practice, you hereby agree to do so, and if you leave the Company’s employ, the Company will pay you at an hourly rate mutually agreeable to the Company and you, plus reasonable traveling or other expenses, subject to Section 7(c) of this Agreement.

          (e) Survival. The obligations of this Section 8 (except for Section 8(b)) will survive the expiration or termination of this Agreement and your employment.

- 9 -

     9. Non-Competition, Non-Recruitment, and Non-Disparagement.

          (a) General. The Parties recognize and agree that (a) you are becoming a senior executive of the Company, (b) you will in the future receive substantial amounts of the Company’s confidential information, (c) the Company’s business is conducted on a worldwide basis, and (d) provision for non-competition, non-recruitment and non-disparagement obligations by you is critical to the Company’s continued economic well-being and protection of the Company’s confidential information. In light of these considerations, this Section 9 sets forth the terms and conditions of your obligations of non-competition, non-recruitment, and non-disparagement during and subsequent to the termination of this Agreement and/or the cessation of your employment for any reason.

          (b) Non-Competition.

          (i) Unless the Company waives or limits the obligation in accordance with Section 9(b)(ii), you agree that during employment and for the longest of 12 months following the cessation of employment for any reason not covered by Section 6(b) or 6(c), 18 months if Section 6(b) applies, and 24 months if Section 6(c) applies (the “Noncompete Period”), you will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of the Company’s business as conducted as of the date of such termination of employment or with any part of the Company’s contemplated business with respect to which you have confidential information. For purposes of this clause (i), “shareholder” does not include beneficial ownership of less than 5% of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this clause (i), “the Company’s business” includes business conducted by the Company, its subsidiaries, or any partnership or joint venture in which the Company directly or indirectly has ownership of not less than one third of the voting equity. The Noncompete Period will be further extended by any period of time during which you are in violation of Section 9(b). For purposes of this Section 9, competitors of the Company currently include but are not limited to GfK AG, Integrated Media Measurement, Inc., The Nielsen Company B.V., Taylor Nelson Sofres PLC, and WPP PLC.

          (ii) At its sole option the Company may, by written notice to you at any time within the Noncompete Period, waive or limit the time and/or geographic area in which you cannot engage in competitive activity.

          (iii) During the Noncompete Period, before accepting employment with or agreeing to provide consulting services to, any firm or entity that offers competitive products or services, you must give 30 days’ prior written notice to the Company. Such written notice must be sent by certified mail, return receipt requested (attention: Office of the Chief Legal Officer with a required copy to the Chair of Compensation Committee), must describe the firm or entity and the employment or consulting services to be rendered to the firm or entity, and must include a copy of the written offer of employment or engagement of consulting services. The Company must respond or object to such notice within 30 days after receipt, and the absence of a response will constitute acquiescence or waiver of the Company’s rights under this Section 9.

- 10 -

          (c) Non-Recruitment. During employment and for a period of 12 months following cessation of employment for any reason, you will not initiate or actively participate in any other employer’s recruitment or hiring of the Company’s employees.

          (d) Non-Disparagement. You will not, during employment or after the termination or expiration of this Agreement, make disparaging statements, in any form, about the Company, its officers, directors, agents, employees, products or services that you know, or have reason to believe, are false or misleading.

          (e) Enforcement. If you fail to provide notice to the Company under Section 9(b)(iii) and/or in any way violate your obligations under Section 9, the Company may enforce all of its rights and remedies provided to it under this Agreement, or in law and in equity, without the requirement to post a bond, including without limitation ceasing any further payments to you under this Agreement, and you will be deemed to have expressly waived any rights you may have had to payments under Sections 6(b) or 6(c) or acceleration under Section 6(c).

          (f) Survival. The obligations of this Section 9 survive the expiration or termination of this Agreement and your employment.

          10. Miscellaneous.

          (a) Notices. All notices, demands, requests or other communications required or permitted to be given or made hereunder must be in writing and must be delivered, telecopied or mailed by first class registered or certified mail, postage prepaid, addressed as follows:

If to the Company:	Arbitron Inc.
	Office of Chief Legal Officer
	9705 Patuxent Woods Drive
	Columbia, MD 21046
If to you:	At your last address on file with the Company

or to such other address as either party may designate in a notice to the other. Each notice, demand, request or other communication that is given or made in the manner described above will be treated as sufficiently given or made for all purposes three days after it is deposited in the U.S. certified mail, postage prepaid, acceptance confirmation or at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, the answer back or the affidavit of messenger being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

          (b) No Mitigation/No Offset. You are not required to seek other employment or otherwise mitigate the value of any severance benefits contemplated by this Agreement, nor will any such benefits be reduced by any earnings or benefits that you may receive from any other source, except as provided in Sections 6(b)(i) and 6(c). The amounts payable hereunder will not be subject to setoff, counterclaim, recoupment, defense or other right which the Company may have against you or others. Notwithstanding any other provision of this Agreement, any sum or sums paid under this Agreement will be in lieu of any amounts to which you may otherwise be entitled under the terms of any severance plan, policy, program, agreement or other arrangement sponsored by the Company or an affiliate of the Company.

- 11 -

          (c) Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE RELEASE IT CONTEMPLATES, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, THE PARTIES AGREE THAT ANY PARTY MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS RELEASE OR TO ANY OF THE MATTERS CONTEMPLATED UNDER THIS AGREEMENT, RELATING TO YOUR EMPLOYMENT, OR COVERED BY THE CONTEMPLATED RELEASE.

          (d) Severability. Each provision of this Agreement must be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Moreover, if a court of competent jurisdiction determines any of the provisions contained in this Agreement to be unenforceable because the provision is excessively broad in scope, whether as to duration, activity, geographic application, subject or otherwise, it will be construed, by limiting or reducing it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law to achieve the intent of the Parties.

          (e) Assignment. This Agreement will be binding upon and will inure to the benefit of your heirs, beneficiaries, executors and legal representatives upon your death and this Agreement will be binding upon any legal successor of the Company. Any legal successor of the Company will be treated as substituted for the Company under the terms of this Agreement for all purposes. As used herein, “successor” will mean any firm, corporation or other business entity that at any time, whether by purchase or merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company.

     None of your rights to receive any form of compensation payable under this Agreement will be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon your death or as provided in Section 10(h) hereof. Any attempted assignment, transfer, conveyance or other disposition (other than as aforesaid) of any interest in your rights to receive any form of compensation hereunder will be null and void; provided, however, that notwithstanding the foregoing, you will be allowed to transfer vested shares subject to stock options or the vested portion of other equity awards (other than incentive stock options within the meaning of Section 422 of the Code) consistent with the rules for transfers to “family members” as defined in Securities Act Form S-8.

- 12 -

          (f) No Oral Modification, Cancellation or Discharge. This Agreement may only be amended, canceled or discharged in writing signed both by you and the Chair of the Compensation Committee of the Board.

          (g) Survivorship. The respective rights and obligations of Company and you hereunder will survive any termination of your employment to the extent necessary to the intended preservation of such rights and obligations.

          (h) Beneficiaries. You will be entitled, to the extent applicable law permits, to select and change the beneficiary or beneficiaries to receive any compensation or benefit payable hereunder upon your death by giving the Company written notice thereof in a manner consistent with the terms of any applicable plan documents. If you die, severance then due or other amounts due hereunder will be paid to your designated beneficiary or beneficiaries.

          (i) Withholding. The Company will be entitled to withhold, or cause to be withheld, any amount of federal, state, city or other withholding taxes or other amounts either required by law or authorized by you with respect to payments made to you in connection with your employment hereunder.

          (j) Company Policies. References in the Agreement to Company policies and procedures are to those policies as they may be amended from time to time by the Company.

          (k) Governing Law. This Agreement must be construed, interpreted, and governed in accordance with the laws of Maryland, without reference to rules relating to conflicts of law.

          (l) Entire Agreement. This Agreement and any documents referred to herein represent the entire agreement of the Parties and will supersede any and all previous contracts, arrangements or understandings between the Company and you.

Signatures on Page Following

- 13 -

     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and you have hereunto set your hand, as of the day and year first above written, to be effective as of the Effective Date.

ARBITRON INC.:
By:	/s/ Michael Skarzynski Michael Skarzynski
	President and Chief Executive Officer
EXECUTIVE:
	/s/ Alton Adams
	Alton Adams

- 14 -

EX-10.5

Exhibit 10.5

ARBITRON INC.

EXECUTIVE EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made March 3, 2009 by and between Arbitron Inc., a Delaware corporation (the “Company”), and Taher Behbehani, an individual (“you”) (and, together, “Parties”).

     NOW THEREFORE, in consideration of your acceptance of employment, the Parties agree to be bound by the terms contained in this Agreement as follows:

     1. Engagement. Beginning on a mutually satisfactory date no later than May 1, 2009 (the “Effective Date”), the Company will employ you as Executive Vice President, Chief Strategy and Business Development Officer. You will report directly to the President and Chief Executive Officer. You will be responsible for creating, communicating, executing, and sustaining the Company’s strategic initiatives. You will at all times comply with all policies of the Company then in effect.

     2. Commitment. During and throughout the Employment Term (as defined in Section 3 below), you must devote substantially all of your full working time and attention to the Company. During the Employment Term, you must not engage in any employment, occupation, consulting or other activity for direct or indirect financial remuneration unless approved by the President and Chief Executive Officer and/or the Board of Directors of the Company (the “Board”); provided, however, that you may, subject to compliance with the notice and consent requirements set forth in the Company’s Corporate Governance Policies and Guidelines, (i) serve in any capacity with any professional, community, industry, civic (including governmental boards), educational or charitable organization, (ii) serve on for-profit entity board(s) having obtained prior consent and written approval from the Board’s Nominating and Corporate Governance Committee and (iii) subject to the Company’s policies applicable to all employees, make investments in other businesses and manage your and your family’s personal investments and legal affairs; provided that any such activities described in clauses (i)-(iii) above do not materially interfere with the discharge of your duties to the Company. You will perform your services under this Agreement at the Company’s headquarters in Columbia, Maryland.

     3. Employment Term. You are an at-will employee. Your employment with the Company under this Agreement will begin on the Effective Date and will continue until your employment terminates (such employment period, the “Employment Term”).

     4. Cash and Stock Compensation.

          (a) Base Salary. During your employment hereunder, you will receive a base salary at a monthly rate of $25,000, annualizing to $300,000 (“Base Salary”). The Company will pay your Base Salary in accordance with the Company’s regular payroll practices. The President and Chief Executive Officer will review your Base Salary no less frequently than annually. If increased, the increased Base Salary will become the Base Salary for all purposes of this Agreement. Your Base Salary will not be decreased without your written consent.

          (b) Incentive Bonus. Upon meeting the applicable performance criteria established by the Company’s Compensation and Human Resources Committee of the Board (the “Compensation Committee”) in its sole discretion, you will be eligible to receive an annual incentive bonus (the “Annual Bonus”) for a given fiscal year of the Company targeted at an amount equal to 75% of your Base Salary in effect at the beginning of such fiscal year (“Target Bonus”). For performance exceeding such applicable performance criteria in the sole judgment of the Compensation Committee, the Annual Bonus will be increased to an amount in excess of the Target Bonus up to a maximum of 150% of your Base Salary in effect at the beginning of such fiscal year, which additional bonus amount the Compensation Committee will determine in its sole discretion. The Annual Bonus, if any, will be paid when other executives receive their bonuses under comparable arrangements but, in any event, between January 1 and April 30 of the year following the year with respect to which it is earned.

          (c) Compensatory Stock Awards. Subject to the Compensation Committee’s approval, on or as soon as administratively practicable following the Effective Date, the Company will grant you an equity award to be valued at $1,200,000 on the date of grant, with the award divided by value into (i) 75% stock options, and (ii) 25% restricted stock units, the latter two with respect to the Company’s common stock, par value $0.50 (the “Common Stock”). The value for the options will be determined using the Company’s standard Black-Scholes assumptions applied as of the date of grant and the value for the restricted stock units will be determined by dividing the target value for the restricted stock units by the Common Stock’s fair market value on the date of grant. The equity grants will either be under a Company equity plan or under a special arrangement for you (in any case, referred to as a “Stock Plan”). Assuming continued employment, the options under the grant will vest in equal amounts on an annual basis over a three year period following the date of grant (beginning with one-third on the first anniversary), and otherwise will contain the Company’s customary terms and conditions for such grants, except as modified by this Agreement. Assuming continued employment, the restricted stock units under the grant will vest in equal amounts on an annual basis over a four year period following the date of grant (beginning with 25% on the first anniversary) and otherwise will contain the Company’s customary terms and conditions for such grants, except as modified by this Agreement. The Compensation Committee at its sole discretion will consider the grant of additional compensatory stock awards to you.

     5. Employee Benefits.

          (a) Employee Welfare and Retirement Plans. You will, to the extent eligible, be entitled to participate at a level commensurate with your position in all employee welfare benefit and retirement plans and programs the Company provides to its executives in accordance with Company policies. You will be covered under the Company’s Director and Officer liability insurance policy, to the same extent as other officers.

          (b) Business Expenses. Upon submission of appropriate documentation in accordance with its policies, the Company will promptly pay, or reimburse you for, all reasonable business expenses that you incur in performing your duties under this Agreement, including, but not limited to, travel, entertainment, professional dues and subscriptions, as long as such expenses are reimbursable under the Company’s policies. Any payments or expenses provided in this Section 5(b) will be paid in accordance with Section 7(c).

          (c) Paid Time Off. You will be entitled to paid time off in accordance with the standard written policies of the Company with regard to executives.

- 2 -

     6. Termination of At-Will Employment.

          (a) General. Subject in each case to the provisions of this Section 6, nothing in this Agreement interferes with or limits in any way the Company’s right to terminate your employment at any time, for any reason or no reason, with or without notice, and nothing in this Agreement confers on you any right to continue in the Company’s employ. If your employment ceases due to death or for any other reason or for no reason, you will be entitled to receive (in addition to any compensation and benefits you are entitled to receive under Section 6(b) or 6(c) below): (i) any earned but unpaid Base Salary through and including the date of termination of your employment, (ii) any earned but unpaid Annual Bonus, (iii) unreimbursed business expenses in accordance with the Company’s policies; and (iv) any amounts or benefits to which you are then entitled under the terms of the benefit plans then sponsored by the Company in accordance with their terms (and not accelerated to the extent acceleration does not satisfy Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A” of the “Code”)). Notwithstanding any other provision in this Agreement to the contrary, any severance benefits to which you may be entitled will be provided exclusively through the terms of this Section 6 of this Agreement.

          (b) Termination Without Cause; Resignation for Position Diminishment. If, during the Employment Term, the Company terminates your employment without Cause (defined below) or you resign as a result of Position Diminishment (defined below), you will be entitled to the following severance benefits:

          (i) Cash Severance. Except as provided in Section 6(c), the Company will pay to you in cash (i) an amount equal to 1.75 times your Base Salary on an annualized basis, paid in equal installments over a 12 month period following the Effective Release Date (as defined below) in accordance with the Company’s standard payroll policies and procedures and in a manner not inconsistent with Section 7 hereof. Payment will cease if subsequent full-time employment is obtained prior to the end of the 12 month period.

          (ii) Benefits. The Company will also pay the full cost of the health care premiums otherwise payable by you upon your election of health care continuation coverage for yourself and your qualified beneficiaries as provided under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) until the earlier of 12 months or your ceasing to qualify for COBRA coverage (such as by obtaining subsequent coverage).

          (iii) Release. To receive any severance benefits provided for under this Agreement or otherwise, you must deliver to the Company of a general release of claims on the form the Company provides, which must become irrevocable within 60 days following the date of your termination of employment. Benefits will be paid or commence no later than 30 days after such release becomes effective; provided, however, that if the last day of the 60 day period for an effective release falls in the calendar year following the year of your date of termination, the severance payments will be paid or commence no earlier than January 1 of such subsequent calendar year. The date on which your release of claims becomes effective is the “Effective Release Date.” You must continue to comply with the covenants under Sections 8 and 9 below to continue to receive severance benefits.

- 3 -

          (iv) “Position Diminishment” means (i) a change in your reporting responsibilities, titles, duties, or offices as in effect as of the Effective Date (or, for purposes of Section 6(c), as in effect immediately before a Change of Control), or any removal of you from, or any failure to re-elect you to, any of such positions, that has the effect of materially diminishing your responsibility, duties, or authority, (ii) a relocation of your principal place of employment to a location more than 25 miles from its then current location and that increases the distance from your primary residence by more than 25 miles, or (iii) a material reduction in your Base Salary. You may only resign as a result of a Position Diminishment if you (x) provide notice to the Company within 90 days following the Date of Position Diminishment that you consider the Position Diminishment to be grounds to resign; (y) provide the Company a period of 30 days to cure the Position Diminishment, and (z) actually cease employment, if the Position Diminishment is not cured, by the six month anniversary following the effective date of the Position Diminishment. For purposes of this definition, any change in your reporting responsibilities such that you no longer report directly to the Chief Executive Officer of the Company shall be considered a Position Diminishment.

          (c) Change of Control. If, within 12 months following a Change of Control, your employment ends on a termination without Cause or you resign for Position Diminishment, in addition to the compensation and benefits described in Section 6(b)(ii) above (but in lieu of the compensation under Section 6(b)(i) and subject to the release required under Section 6(b)(iii)), the Company will pay to you in cash an amount equal to 2.625 times your Base Salary on an annualized basis, paid in equal installments over a 12 month period following the Effective Release Date in accordance with the Company’s standard payroll policies and procedures and in a manner not inconsistent with Section 7 hereof. Payment will cease if subsequent full-time employment is obtained prior to the end of the 12 month period In addition, any outstanding equity compensation awards will fully and immediately vest and, as applicable, become exercisable, provided that the Board will have the right to suspend exercises or sales with respect to such equity compensation pending satisfaction of the release requirement, and provided that the vesting will not accelerate the distribution of shares underlying equity awards if such acceleration would trigger taxation under Section 409A(a)(1)(B). The treatment in this Section 6(c) applies notwithstanding any contrary provisions in the Stock Plan or any award agreement. For the purpose of this Agreement, “Change of Control” means:

          (i) consummation of a merger or consolidation to which the Company is a party if the individuals and entities who were stockholders of the Company immediately before the effective date of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of less than 50% of the total combined voting power for election of directors of the surviving Company immediately following the effective date of such merger or consolidation; or

          (ii) the direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) in the aggregate of securities of the Company representing 51% or more of the total combined voting power of the Company’s then issued and outstanding securities by any person or entity, or group of associated persons or entities acting in concert; provided, however, that for purposes hereof, any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company will not constitute a Change of Control; or

- 4 -

          (iii) the direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) in the aggregate of securities of the Company representing 25% or more of the total combined voting power of the Company’s then issued and outstanding securities by any person or entity, or group of associated persons or entities acting in concert if such acquisition is not approved by the Board before any such acquisition; provided, however , that for purposes hereof, any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company will not constitute a Change of Control; or

          (iv) consummation of the sale of the properties and assets of the Company, substantially as an entirety, to any person or entity which is not a wholly-owned subsidiary of the Company; or

          (v) the liquidation of the Company is consummated; or

          (vi) a change in the composition of the Board at any time during any consecutive 24-month period such that the Continuity Directors cease for any reason to constitute at least a 70 % majority of the Board. For purposes of this clause, “Continuity Directors” means those members of the Board who either (A) were directors at the beginning of such consecutive 24-month period, or (B) were elected by, or on the nomination or recommendation of, at least a two-thirds majority of the then-existing Board.

          (d) Termination for Cause.

          (i) General. If, during the Employment Term, the Company terminates your employment for Cause, you will be entitled only to the payments described in Section 6(a) (excluding, on a termination for Cause, clause (ii) of Section 6(a)). You will have no further right to receive any other compensation or benefits after such termination or resignation of employment, except as determined in accordance with the terms of the employee benefit plans or programs of the Company or as required by law.

          (ii) Cause. For purposes of this Agreement, “Cause” means termination of your employment because of (i) fraud; (ii) misrepresentation; (iii) theft or embezzlement of assets of the Company; (iv) your conviction, or plea of guilty or nolo contendere to any felony (or to a felony charge reduced to a misdemeanor), or, with respect to your employment, to any misdemeanor (other than a traffic violation), or your intentional violations of law involving moral turpitude; (v) material failure to follow the Company’s conduct and ethics policies; and/or (vi) your continued failure to attempt in good faith to perform your duties as reasonably assigned by the Board to you for a period of 60 days after a written demand for such performance that specifically identifies the manner in which it is alleged you have not attempted in good faith to perform such duties.

- 5 -

          (e) Death or Disability. Your employment hereunder will terminate immediately upon your death, or if the Board, based upon appropriate medical evidence, determines you have become physically or mentally incapacitated so as to render you incapable of performing your usual and customary duties to the Company for a continuous period in excess of 180 days. Employment termination under this subsection is not covered by Section 6(b) or 6(c).

          (f) Further Effect of Termination on Board and Officer Positions. If your employment ends for any reason, you agree that you will cease immediately to hold any and all officer or director positions you then have with the Company or any affiliate, absent a contrary direction from the Board (which may include either a request to continue such service or a direction to cease serving upon notice without regard to whether your employment has ended), except to the extent that you reasonably and in good faith determine that ceasing to serve as a director would breach your fiduciary duties to the Company. You hereby irrevocably appoint the Company to be your attorney to execute any documents and do anything in your name to effect your ceasing to serve as a director and officer of the Company and any subsidiary, should you fail to resign following a request from the Company to do so. A written notification signed by a director or duly authorized officer of the Company that any instrument, document or act falls within the authority conferred by this clause will be conclusive evidence that it does so. The Company will prepare any documents, pay any filing fees, and bear any other expenses related to this section.

     7. Effect of Section 409A of the Code.

          (a) Six Month Delay. If and to the extent any portion of any payment, compensation or other benefit provided to you in connection with your separation from service (as defined in Section 409A of Code) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, as determined by the Company in accordance with its procedures, by which determination you hereby agree that you are bound, such portion of the payment, compensation or other benefit will not be paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth (10th) day after the date of your death (as applicable, the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to you during the period between the date of separation from service and the New Payment Date will be paid to you in a lump sum in the first payroll period beginning after such New Payment Date, and any remaining payments will be paid on their original schedule.

          (b) General 409A Principles. For purposes of this Agreement, each amount to be paid or benefit to be provided will be construed as a separate identified payment for purposes of Section 409A, and any payments that are due within the “short term deferral period” as defined in Section 409A will not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor you will have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and the Agreement will, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement will have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. In any event, the Company makes no representations or warranty and will have no liability to you or any other person, other than with respect to payments made by the Company in violation of the provisions of this Agreement, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section.

- 6 -

          (c) Expense Timing. Payments with respect to reimbursements of business expenses will be made in the ordinary course of business and in any case on or before the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year.

     8. Confidentiality, Disclosure, and Assignment

          (a) Confidentiality. You will not, during or after the Employment Period, publish, disclose, or utilize in any manner any Confidential Information obtained while employed by the Company. If you leave the Company’s employ, you will not, without the Company’s prior written consent, retain or take away any drawing, writing, or other record in any form containing any Confidential Information. For purposes of this Agreement, “Confidential Information” means information or material of the Company that is not generally available to or used by others, or the utility or value of which is not generally known or recognized as standard practice, whether or not the underlying details are in the public domain, including:

          (i) information or material relating to the Company and its business as conducted or anticipated to be conducted; business plans; operations; past, current or anticipated software, products or services; customers or prospective customers; or research, engineering, development, manufacturing, purchasing, accounting, or marketing activities;

          (ii) information or material relating to the Company’s inventions, improvements, discoveries, “know-how,” technological developments, or unpublished writings or other works of authorship, or to the materials, apparatus, processes, formulae, plans or methods used in the development, manufacture or marketing of the Company’s software, products or services;

          (iii) information on or material relating to the Company that when received is marked as “proprietary,” “private,” or “confidential”;

          (iv) the Company’s trade secrets;

          (v) software of the Company in various stages of development, including computer programs in source code and binary code form, software designs, specifications, programming aids (including “library subroutines” and productivity tools), interfaces, visual displays, technical documentation, user manuals, data files and databases of the Company; and

          (vi) any similar information of the type described above that the Company obtained from another party and that the Company treats as or designates as being proprietary, private or confidential, whether or not owned or developed by the Company.

- 7 -

Notwithstanding the foregoing, “Confidential Information” does not include any information that is properly published or in the public domain; provided, however, that information that is published by or with your aid outside the scope of employment or contrary to the requirements of this Agreement will not be considered to have been properly published, and therefore will not be in the public domain for purposes of this Agreement.

          (b) Business Conduct and Ethics. During your employment with the Company, you will not engage in any activity that may conflict with the Company’s interests, and you will comply with the Company’s policies and guidelines pertaining to business conduct and ethics.

          (c) Disclosure. You will disclose promptly in writing to the Company all inventions, discoveries, software, writings and other works of authorship that you conceived, made, discovered, or written jointly or singly on Company time or on your own time during the period of your employment by the Company, providing the invention, improvement, discovery, software, writing or other work of authorship is capable of being used by the Company in the normal course of business, and all such inventions, improvements, discoveries, software, writings and other works of authorship shall belong solely to the Company.

          (d) Instruments of Assignment. You will sign and execute all instruments of assignment and other papers to evidence vestiture of your entire right, title and interest in such inventions, improvements, discoveries, software, writings or other works of authorship in the Company, at the Company’s request and expense, and you will do all acts and sign all instruments of assignment and other papers the Company may reasonably request relating to applications for patents, patents, copyrights, and the enforcement and protection thereof. If you are needed, at any time, to give testimony, evidence, or opinions in any litigation or proceeding involving any patents or copyrights or applications for patents or copyrights, both domestic and foreign, relating to inventions, improvements, discoveries, software, writings or other works of authorship you conceived, developed or reduced to practice, you hereby agree to do so, and if you leave the Company’s employ, the Company will pay you at an hourly rate mutually agreeable to the Company and you, plus reasonable traveling or other expenses, subject to Section 7(c) of this Agreement.

          (e) Survival. The obligations of this Section 8 will survive the expiration or termination of this Agreement and your employment.

     9. Non-Competition, Non-Recruitment, and Non-Disparagement.

          (a) General. The Parties recognize and agree that (a) you are becoming a senior executive of the Company, (b) you will in the future receive substantial amounts of the Company’s confidential information, (c) the Company’s business is conducted on a worldwide basis, and (d) provision for non-competition, non-recruitment and non-disparagement obligations by you is critical to the Company’s continued economic well-being and protection of the Company’s confidential information. In light of these considerations, this Section 9 sets forth the terms and conditions of your obligations of non-competition, non-recruitment, and non-disparagement during and subsequent to the termination of this Agreement and/or the cessation of your employment for any reason.

- 8 -

               (b) Non-Competition.

               (i) Unless the Company waives or limits the obligation in accordance with Section 9(b)(ii), you agree that during employment and for the longest of 12 months following the cessation of employment for any reason not covered by Section 6(b) or 6(c), 18 months if Section 6(b) applies, and 24 months if Section 6(c) applies (the “Noncompete Period”), you will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of the Company’s business as conducted as of the date of such termination of employment or with any part of the Company’s contemplated business with respect to which you have confidential information. For purposes of this clause (i), “shareholder” does not include beneficial ownership of less than 5% of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this clause (i), “the Company’s business” includes business conducted by the Company, its subsidiaries, or any partnership or joint venture in which the Company directly or indirectly has ownership of not less than one third of the voting equity. For purposes of this Section 9, competitors of the Company currently include but are not limited to GfK AG, Integrated Media Measurement, Inc., The Nielsen Company B.V., Taylor Nelson Sofres PLC, and WPP PLC.

               (ii) At its sole option the Company may, by written notice to you at any time within the Noncompete Period, waive or limit the time and/or geographic area in which you cannot engage in competitive activity.

               (iii) During the Noncompete Period, before accepting employment with or agreeing to provide consulting services to, any firm or entity that offers competitive products or services, you must give 30 days’ prior written notice to the Company. Such written notice must be sent by certified mail, return receipt requested (attention: Office of the Chief Legal Officer with a required copy to the Chair of Compensation Committee), must describe the firm or entity and the employment or consulting services to be rendered to the firm or entity, and must include a copy of the written offer of employment or engagement of consulting services. The Company must respond or object to such notice within 30 days after receipt, and the absence of a response will constitute acquiescence or waiver of the Company’s rights under this Section 9.

          (c) Non-Recruitment. During employment and for a period of 12 months following cessation of employment for any reason, you will not initiate or actively participate in any other employer’s recruitment or hiring of the Company’s employees.

          (d) Non-Disparagement. You will not, during employment or after the termination or expiration of this Agreement, make disparaging statements, in any form, about the Company, its officers, directors, agents, employees, products or services that you know, or have reason to believe, are false or misleading.

          (e) Enforcement. If you fail to provide notice to the Company under Section 9(b)(iii) and/or in any way violate your obligations under Section 9, the Company may enforce all of its rights and remedies provided to it under this Agreement, or in law and in equity, without the requirement to post a bond, including without limitation ceasing any further payments to you under this Agreement, and you will be deemed to have expressly waived any rights you may have had to payments under Sections 6(b) or 6(c) or acceleration under Section 6(c).

- 9 -

          (f) Survival. The obligations of this Section 9 survive the expiration or termination of this Agreement and your employment.

     10. Miscellaneous.

          (a) Notices. All notices, demands, requests or other communications required or permitted to be given or made hereunder must be in writing and must be delivered, telecopied or mailed by first class registered or certified mail, postage prepaid, addressed as follows:

If to the Company:	Arbitron Inc.
	Office of Chief Legal Officer
	9705 Patuxent Woods Drive
	Columbia, MD 21046
If to you:	At your last address on file with the Company

or to such other address as either party may designate in a notice to the other. Each notice, demand, request or other communication that is given or made in the manner described above will be treated as sufficiently given or made for all purposes three days after it is deposited in the U.S. certified mail, postage prepaid, acceptance confirmation or at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, the answer back or the affidavit of messenger being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

          (b) No Mitigation/No Offset. You are not required to seek other employment or otherwise mitigate the value of any severance benefits contemplated by this Agreement, nor will any such benefits be reduced by any earnings or benefits that you may receive from any other source, except as provided in Section 6(b)(i). The amounts payable hereunder will not be subject to setoff, counterclaim, recoupment, defense or other right which the Company may have against you or others. Notwithstanding any other provision of this Agreement, any sum or sums paid under this Agreement will be in lieu of any amounts to which you may otherwise be entitled under the terms of any severance plan, policy, program, agreement or other arrangement sponsored by the Company or an affiliate of the Company.

- 10 -

          (c) Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE RELEASE IT CONTEMPLATES, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, THE PARTIES AGREE THAT ANY PARTY MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS RELEASE OR TO ANY OF THE MATTERS CONTEMPLATED UNDER THIS AGREEMENT, RELATING TO YOUR EMPLOYMENT, OR COVERED BY THE CONTEMPLATED RELEASE.

          (d) Severability. Each provision of this Agreement must be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Moreover, if a court of competent jurisdiction determines any of the provisions contained in this Agreement to be unenforceable because the provision is excessively broad in scope, whether as to duration, activity, geographic application, subject or otherwise, it will be construed, by limiting or reducing it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law to achieve the intent of the Parties.

          (e) Assignment. This Agreement will be binding upon and will inure to the benefit of (i) your heirs, beneficiaries, executors and legal representatives upon your death and (ii) this Agreement will be binding upon any legal successor of the Company. Any legal successor of the Company will be treated as substituted for the Company under the terms of this Agreement for all purposes. As used herein, “successor” will mean any firm, corporation or other business entity that at any time, whether by purchase or merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company.

     None of your rights to receive any form of compensation payable under this Agreement will be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon your death or as provided in Section 10(h) hereof. Any attempted assignment, transfer, conveyance or other disposition (other than as aforesaid) of any interest in your rights to receive any form of compensation hereunder will be null and void; provided, however, that notwithstanding the foregoing, you will be allowed to transfer vested shares subject to stock options or the vested portion of other equity awards consistent with the rules for transfers to “family members” as defined in Securities Act Form S-8.

          (f) No Oral Modification, Cancellation or Discharge. This Agreement may only be amended, canceled or discharged in writing signed both by you and the Chair of the Compensation Committee of the Board.

          (g) Survivorship. The respective rights and obligations of Company and you hereunder will survive any termination of your employment to the extent necessary to the intended preservation of such rights and obligations.

- 11 -

          (h) Beneficiaries. You will be entitled, to the extent applicable law permits, to select and change the beneficiary or beneficiaries to receive any compensation or benefit payable hereunder upon your death by giving the Company written notice thereof in a manner consistent with the terms of any applicable plan documents. If you die, severance then due or other amounts due hereunder will be paid to your designated beneficiary or beneficiaries.

          (i) Withholding. The Company will be entitled to withhold, or cause to be withheld, any amount of federal, state, city or other withholding taxes or other amounts either required by law or authorized by you with respect to payments made to you in connection with your employment hereunder.

          (j) Company Policies. References in the Agreement to Company policies and procedures are to those policies as they may be amended from time to time by the Company.

          (k) Governing Law. This Agreement must be construed, interpreted, and governed in accordance with the laws of Maryland, without reference to rules relating to conflicts of law.

          (l) Entire Agreement. This Agreement and any documents referred to herein represent the entire agreement of the Parties and will supersede any and all previous contracts, arrangements or understandings between the Company and you.

Signatures on Page Following

- 12 -

   IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and you have hereunto set your hand, as of the day and year first above written, to be effective as of the Effective Date.

ARBITRON INC.:
By:	/s/ Michael Skarzynski Michael Skarzynski
	President and Chief Executive Officer

EXECUTIVE:
	/s/ Taher Behbehani Taher Behbehani

- 13 -

EX-10.6

Exhibit 10.6

Execution Copy

ARBITRON INC.

EXECUTIVE EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made March 2, 2009 by and between Arbitron Inc., a Delaware corporation (the “Company”), and Dr. Robert Henrick, an individual (“you”) (and, together, “Parties”).

     NOW THEREFORE, in consideration of your acceptance of employment, the Parties agree to be bound by the terms contained in this Agreement as follows:

     1. Engagement. Beginning on a mutually satisfactory date no later than April 6, 2009 (the “Effective Date”), the Company will employ you as Executive Vice President, Customer Solutions. You will report directly to the President and Chief Executive Officer. You will be responsible for research methods and product management. You will at all times comply with all policies of the Company then in effect.

     2. Commitment. During and throughout the Employment Term (as defined in Section 3 below), you must devote substantially all of your full working time and attention to the Company. During the Employment Term, you must not engage in any employment, occupation, consulting or other activity for direct or indirect financial remuneration unless approved by the President and Chief Executive Officer and/or the Board of Directors of the Company (the “Board”); provided, however, that you may, subject to compliance with the notice and consent requirements set forth in the Company’s Corporate Governance Policies and Guidelines, (i) serve in any capacity with any professional, community, industry, civic (including governmental boards), educational or charitable organization, (ii) serve on for-profit entity board(s) having obtained prior consent and written approval from the Board’s Nominating and Corporate Governance Committee, (iii) subject to the Company’s policies applicable to all employees, make investments in other businesses and manage your and your family’s personal investments and legal affairs and (iv) carry out the occasional transition duties you have with the Johns Hopkins University Applied Physics Lab for up to 12 months following the Effective Date; provided that any such activities described in clauses (i)-(iv) above do not materially interfere with the discharge of your duties to the Company. You will perform your services under this Agreement at the Company’s headquarters in Columbia, Maryland.

     3. Employment Term. You are an at-will employee. Your employment with the Company under this Agreement will begin on the Effective Date and will continue until your employment terminates (such employment period, the “Employment Term”).

     4. Cash and Stock Compensation.

          (a) Base Salary. During your employment hereunder, you will receive a base salary at a monthly rate of $31,250, annualizing to $375,000 (“Base Salary”). The Company will pay your Base Salary in accordance with the Company’s regular payroll practices. The

President and Chief Executive Officer will review your Base Salary no less frequently than annually. If increased, the increased Base Salary will become the Base Salary for all purposes of this Agreement. Your Base Salary will not be decreased without your written consent.

          (b) Incentive Bonus. Upon meeting the applicable performance criteria established by the Company’s Compensation and Human Resources Committee of the Board (the “Compensation Committee”) in its sole discretion, you will be eligible to receive an annual incentive bonus (the “Annual Bonus”) for a given fiscal year of the Company targeted at an amount equal to 50% of your Base Salary in effect at the beginning of such fiscal year (“Target Bonus”). For performance exceeding such applicable performance criteria in the sole judgment of the Compensation Committee, the Annual Bonus will be increased to an amount in excess of the Target Bonus up to a maximum of 150% of your Base Salary in effect at the beginning of such fiscal year, which additional bonus amount the Compensation Committee will determine in its sole discretion. The Annual Bonus, if any, will be paid when other executives receive their bonuses under comparable arrangements but, in any event, between January 1 and April 30 of the year following the year with respect to which it is earned.

          (c) Compensatory Stock Awards. Subject to the Compensation Committee’s approval, on or as soon as administratively practicable following the Effective Date, the Company will grant you an equity award to be valued at $1,300,000 on the date of grant, with the award divided by value into (i) 75% stock options, and (ii) 25% restricted stock units, with respect to the Company’s common stock, par value $0.50 (the “Common Stock”). The value for the options will be determined using the Company’s standard Black-Scholes assumptions applied as of the date of grant and the value for the restricted stock units will be determined by dividing the target value for the restricted stock units by the Common Stock’s fair market value on the date of grant. The equity grants will either be under a Company equity plan or under a special arrangement for you (in any case, referred to as a “Stock Plan”). Assuming continued employment, the options under the grant will vest in equal amounts on an annual basis over a three year period following the date of grant (beginning with one-third on the first anniversary), and otherwise will contain the Company’s customary terms and conditions for such grants, except as modified by this Agreement. Assuming continued employment, the restricted stock units under the grant will vest in equal amounts on an annual basis over a four year period following the date of grant (beginning with 25% on the first anniversary) and otherwise will contain the Company’s customary terms and conditions for such grants, except as modified by this Agreement. The Compensation Committee at its sole discretion will consider the grant of additional compensatory stock awards to you.

     5. Employee Benefits.

          (a) Employee Welfare and Retirement Plans. You will, to the extent eligible, be entitled to participate at a level commensurate with your position in all employee welfare benefit and retirement plans and programs the Company provides to its executives in accordance with Company policies. You will be covered under the Company’s Director and Officer liability insurance policy, to the same extent as other officers.

          (b) Business Expenses. Upon submission of appropriate documentation in accordance with its policies, the Company will promptly pay, or reimburse you, for all reasonable business expenses that you incur in performing your duties under this Agreement, including, but not limited to, travel, entertainment, professional dues and subscriptions, as long

- 2 -

as such expenses are reimbursable under the Company’s policies. Any payments or expenses provided in this Section 5(b) will be paid in accordance with Section 7(c).

          (c) Paid Time Off. You will be entitled to paid time off in accordance with the standard written policies of the Company with regard to executives.

     6. Termination of At-Will Employment.

          (a) General. Subject in each case to the provisions of this Section 6, nothing in this Agreement interferes with or limits in any way the Company’s right to terminate your employment at any time, for any reason or no reason, with or without notice, and nothing in this Agreement confers on you any right to continue in the Company’s employ. If your employment ceases due to death or for any other reason or for no reason, you will be entitled to receive (in addition to any compensation and benefits you are entitled to receive under Section 6(b) or 6(c) below): (i) any earned but unpaid Base Salary through and including the date of termination of your employment, (ii) any earned but unpaid Annual Bonus, (iii) unreimbursed business expenses in accordance with the Company’s policies; and (iv) any amounts or benefits to which you are then entitled under the terms of the benefit plans then sponsored by the Company in accordance with their terms (and not accelerated to the extent acceleration does not satisfy Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A” of the “Code”)). Notwithstanding any other provision in this Agreement to the contrary, any severance benefits to which you may be entitled will be provided exclusively through the terms of this Section 6 of this Agreement.

          (b) Termination Without Cause; Resignation for Position Diminishment. If, during the Employment Term, the Company terminates your employment without Cause (defined below) or you resign as a result of Position Diminishment (defined below), you will be entitled to the following severance benefits:

          (i) Cash Severance. Except as provided in Section 6(c), the Company will pay to you in cash (i) an amount equal to 1.75 times your Base Salary on an annualized basis, paid in equal installments over a 12 month period following the Effective Release Date (as defined below) in accordance with the Company’s standard payroll policies and procedures and in a manner not inconsistent with Section 7 hereof. Payment will cease if subsequent employment is obtained prior to the end of the 12 month period.

          (ii) Benefits. The Company will also pay the full cost of the health care premiums otherwise payable by you upon your election of health care continuation coverage for yourself and your qualified beneficiaries as provided under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) until the earlier of 12 months or your ceasing to qualify for COBRA coverage (such as by obtaining subsequent coverage).

          (iii) Release. To receive any severance benefits provided for under this Agreement or otherwise, you must deliver to the Company of a general release of claims on the form the Company provides, which must become irrevocable within 60 days following the date of your termination of employment. Benefits will be paid or commence no later than 30 days after such release becomes effective; provided, however,

- 3 -

that if the last day of the 60 day period for an effective release falls in the calendar year following the year of your date of termination, the severance payments will be paid or commence no earlier than January 1 of such subsequent calendar year. The date on which your release of claims becomes effective is the “Effective Release Date.” You must continue to comply with the covenants under Sections 8 and 9 below to continue to receive severance benefits.

          (iv) “Position Diminishment” means (i) a change in your reporting responsibilities, titles, duties, or offices as in effect as of the Effective Date (or, for purposes of Section 6(c), as in effect immediately before a Change of Control), or any removal of you from, or any failure to re-elect you to, any of such positions, that has the effect of materially diminishing your responsibility, duties, or authority, (ii) a relocation of your principal place of employment to a location more than 25 miles from its then current location and that increases the distance from your primary residence by more than 25 miles, or (iii) a material reduction in your Base Salary. You may only resign as a result of a Position Diminishment if you (x) provide notice to the Company within 90 days following the Date of Position Diminishment that you consider the Position Diminishment to be grounds to resign; (y) provide the Company a period of 30 days to cure the Position Diminishment, and (z) actually cease employment, if the Position Diminishment is not cured, by the six month anniversary following the effective date of the Position Diminishment.

          (c) Change of Control. If, within 12 months following a Change of Control, your employment ends on a termination without Cause or you resign for Position Diminishment, in addition to the compensation and benefits described in Section 6(b)(ii) above (but in lieu of the compensation under Section 6(b)(i) and subject to the release required under Section 6(b)(iii)), the Company will pay to you in cash an amount equal to 2.625 times your Base Salary on an annualized basis, paid in equal installments over a 12 month period following the Effective Release Date in accordance with the Company’s standard payroll policies and procedures and in a manner not inconsistent with Section 7 hereof. Payment will cease if subsequent employment is obtained prior to the end of the 12 month period In addition, any outstanding equity compensation awards will fully and immediately vest and, as applicable, become exercisable, provided that the Board will have the right to suspend exercises or sales with respect to such equity compensation pending satisfaction of the release requirement, and provided that the vesting will not accelerate the distribution of shares underlying equity awards if such acceleration would trigger taxation under Section 409A(a)(1)(B). The treatment in this Section 6(c) applies notwithstanding any contrary provisions in the Stock Plan or any award agreement. For the purpose of this Agreement, “Change of Control” means:

          (i) consummation of a merger or consolidation to which the Company is a party if the individuals and entities who were stockholders of the Company immediately before the effective date of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of less than 50% of the total combined voting power for election of directors of the surviving Company immediately following the effective date of such merger or consolidation; or

          (ii) the direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) in the aggregate of securities of the Company

- 4 -

representing 51% or more of the total combined voting power of the Company’s then issued and outstanding securities by any person or entity, or group of associated persons or entities acting in concert; provided, however, that for purposes hereof, any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company will not constitute a Change of Control; or

          (iii) the direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) in the aggregate of securities of the Company representing 25% or more of the total combined voting power of the Company’s then issued and outstanding securities by any person or entity, or group of associated persons or entities acting in concert if such acquisition is not approved by the Board before any such acquisition; provided, however , that for purposes hereof, any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company will not constitute a Change of Control; or

          (iv) consummation of the sale of the properties and assets of the Company, substantially as an entirety, to any person or entity which is not a wholly-owned subsidiary of the Company; or

          (v) the liquidation of the Company is consummated; or

          (vi) a change in the composition of the Board at any time during any consecutive 24-month period such that the Continuity Directors cease for any reason to constitute at least a 70 % majority of the Board. For purposes of this clause, “Continuity Directors” means those members of the Board who either (A) were directors at the beginning of such consecutive 24-month period, or (B) were elected by, or on the nomination or recommendation of, at least a two-thirds majority of the then-existing Board.

          (d) Termination for Cause.

          (i) General. If, during the Employment Term, the Company terminates your employment for Cause, you will be entitled only to the payments described in Section 6(a) (excluding, on a termination for Cause, clause (ii) of Section 6(a)). You will have no further right to receive any other compensation or benefits after such termination or resignation of employment, except as determined in accordance with the terms of the employee benefit plans or programs of the Company or as required by law.

          (ii) Cause. For purposes of this Agreement, “Cause” means termination of your employment because of (i) fraud; (ii) misrepresentation; (iii) theft or embezzlement of assets of the Company; (iv) your conviction, or plea of guilty or nolo contendere to any felony (or to a felony charge reduced to a misdemeanor), or, with respect to your employment, to any misdemeanor (other than a traffic violation), or your intentional violations of law involving moral turpitude; (v) material failure to follow the Company’s conduct and ethics policies; and/or (vi) your continued failure to attempt in good faith to perform your duties as reasonably assigned by the Board to you for a period of 60 days after a written demand for such performance that specifically identifies the

- 5 -

manner in which it is alleged you have not attempted in good faith to perform such duties.

          (e) Death or Disability. Your employment hereunder will terminate immediately upon your death, or if the Board, based upon appropriate medical evidence, determines you have become physically or mentally incapacitated so as to render you incapable of performing your usual and customary duties to the Company for a continuous period in excess of 180 days. Employment termination under this subsection is not covered by Section 6(b) or 6(c).

          (f) Further Effect of Termination on Board and Officer Positions. If your employment ends for any reason, you agree that you will cease immediately to hold any and all officer or director positions you then have with the Company or any affiliate, absent a contrary direction from the Board (which may include either a request to continue such service or a direction to cease serving upon notice without regard to whether your employment has ended), except to the extent that you reasonably and in good faith determine that ceasing to serve as a director would breach your fiduciary duties to the Company. You hereby irrevocably appoint the Company to be your attorney to execute any documents and do anything in your name to effect your ceasing to serve as a director and officer of the Company and any subsidiary, should you fail to resign following a request from the Company to do so. A written notification signed by a director or duly authorized officer of the Company that any instrument, document or act falls within the authority conferred by this clause will be conclusive evidence that it does so. The Company will prepare any documents, pay any filing fees, and bear any other expenses related to this section.

     7. Effect of Section 409A of the Code.

          (a) Six Month Delay. If and to the extent any portion of any payment, compensation or other benefit provided to you in connection with your separation from service (as defined in Section 409A of Code) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, as determined by the Company in accordance with its procedures, by which determination you hereby agree that you are bound, such portion of the payment, compensation or other benefit will not be paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth (10th) day after the date of your death (as applicable, the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to you during the period between the date of separation from service and the New Payment Date will be paid to you in a lump sum in the first payroll period beginning after such New Payment Date, and any remaining payments will be paid on their original schedule.

          (b) General 409A Principles. For purposes of this Agreement, each amount to be paid or benefit to be provided will be construed as a separate identified payment for purposes of Section 409A, and any payments that are due within the “short term deferral period” as defined in Section 409A will not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor you will have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A

- 6 -

and the Agreement will, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement will have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. In any event, the Company makes no representations or warranty and will have no liability to you or any other person, other than with respect to payments made by the Company in violation of the provisions of this Agreement, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section.

          (c) Expense Timing. Payments with respect to reimbursements of business expenses will be made in the ordinary course of business and in any case on or before the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year.

     8. Confidentiality, Disclosure, and Assignment

          (a) Confidentiality. You will not, during or after the Employment Period, publish, disclose, or utilize in any manner any Confidential Information obtained while employed by the Company. If you leave the Company’s employ, you will not, without the Company’s prior written consent, retain or take away any drawing, writing, or other record in any form containing any Confidential Information. For purposes of this Agreement, “Confidential Information” means information or material of the Company that is not generally available to or used by others, or the utility or value of which is not generally known or recognized as standard practice, whether or not the underlying details are in the public domain, including:

          (i) information or material relating to the Company and its business as conducted or anticipated to be conducted; business plans; operations; past, current or anticipated software, products or services; customers or prospective customers; or research, engineering, development, manufacturing, purchasing, accounting, or marketing activities;

          (ii) information or material relating to the Company’s inventions, improvements, discoveries, “know-how,” technological developments, or unpublished writings or other works of authorship, or to the materials, apparatus, processes, formulae, plans or methods used in the development, manufacture or marketing of the Company’s software, products or services;

          (iii) information on or material relating to the Company that when received is marked as “proprietary,” “private,” or “confidential”;

          (iv) the Company’s trade secrets;

          (v) software of the Company in various stages of development, including computer programs in source code and binary code form, software designs, specifications, programming aids (including “library subroutines” and productivity tools), interfaces, visual displays, technical documentation, user manuals, data files and databases of the Company; and

- 7 -

          (vi) any similar information of the type described above that the Company obtained from another party and that the Company treats as or designates as being proprietary, private or confidential, whether or not owned or developed by the Company.

Notwithstanding the foregoing, “Confidential Information” does not include any information that is properly published or in the public domain; provided, however, that information that is published by or with your aid outside the scope of employment or contrary to the requirements of this Agreement will not be considered to have been properly published, and therefore will not be in the public domain for purposes of this Agreement.

          (b) Business Conduct and Ethics. During your employment with the Company, you will not engage in any activity that may conflict with the Company’s interests, and you will comply with the Company’s policies and guidelines pertaining to business conduct and ethics.

          (c) Disclosure. You will disclose promptly in writing to the Company all inventions, discoveries, software, writings and other works of authorship that you conceived, made, discovered, or written jointly or singly on Company time or on your own time during the period of your employment by the Company, providing the invention, improvement, discovery, software, writing or other work of authorship is capable of being used by the Company in the normal course of business, and all such inventions, improvements, discoveries, software, writings and other works of authorship shall belong solely to the Company.

          (d) Instruments of Assignment. You will sign and execute all instruments of assignment and other papers to evidence vestiture of your entire right, title and interest in such inventions, improvements, discoveries, software, writings or other works of authorship in the Company, at the Company’s request and expense, and you will do all acts and sign all instruments of assignment and other papers the Company may reasonably request relating to applications for patents, patents, copyrights, and the enforcement and protection thereof. If you are needed, at any time, to give testimony, evidence, or opinions in any litigation or proceeding involving any patents or copyrights or applications for patents or copyrights, both domestic and foreign, relating to inventions, improvements, discoveries, software, writings or other works of authorship you conceived, developed or reduced to practice, you hereby agree to do so, and if you leave the Company’s employ, the Company will pay you at an hourly rate mutually agreeable to the Company and you, plus reasonable traveling or other expenses, subject to Section 7(c) of this Agreement.

          (e) Your Declaration. Except as provided in this subsection, you have no inventions, data bases, improvements, discoveries, software, writings or other works of authorship useful to the Company in the normal course of business that you conceived, made or wrote before the date of this Agreement and that are excluded from this Agreement. The excepted invention is your interest in a U.S. patent relating to music downloading, which you have disclosed to the Company.

          (e) Survival. The obligations of this Section 8 will survive the expiration or termination of this Agreement and your employment.

- 8 -

     9. Non-Competition, Non-Recruitment, and Non-Disparagement.

          (a) General. The Parties recognize and agree that (a) you are becoming a senior executive of the Company, (b) you will in the future receive substantial amounts of the Company’s confidential information, (c) the Company’s business is conducted on a worldwide basis, and (d) provision for non-competition, non-recruitment and non-disparagement obligations by you is critical to the Company’s continued economic well-being and protection of the Company’s confidential information. In light of these considerations, this Section 9 sets forth the terms and conditions of your obligations of non-competition, non-recruitment, and non-disparagement during and subsequent to the termination of this Agreement and/or the cessation of your employment for any reason.

          (b) Non-Competition.

               (i) Unless the Company waives or limits the obligation in accordance with Section 9(b)(ii), you agree that during employment and for the longest of 12 months following the cessation of employment for any reason not covered by Section 6(b) or 6(c), 18 months if Section 6(b) applies, and 24 months if Section 6(c) applies (the “Noncompete Period”), you will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in competition with any part of the Company’s business as conducted as of the date of such termination of employment or with any part of the Company’s contemplated business with respect to which you have confidential information. For purposes of this clause (i), “shareholder” does not include beneficial ownership of less than 5% of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this clause (i), “the Company’s business” includes business conducted by the Company, its subsidiaries, or any partnership or joint venture in which the Company directly or indirectly has ownership of not less than one third of the voting equity. The Noncompete Period will be further extended by any period of time during which you are in violation of Section 9(b). For purposes of this Section 9, competitors of the Company currently include but are not limited to GfK AG, Integrated Media Measurement, Inc., The Nielsen Company B.V., Taylor Nelson Sofres PLC, and WPP PLC.

               (ii) At its sole option the Company may, by written notice to you at any time within the Noncompete Period, waive or limit the time and/or geographic area in which you cannot engage in competitive activity.

               (iii) During the Noncompete Period, before accepting employment with or agreeing to provide consulting services to, any firm or entity that offers competitive products or services, you must give 30 days’ prior written notice to the Company. Such written notice must be sent by certified mail, return receipt requested (attention: Office of the Chief Legal Officer with a required copy to the Chair of Compensation Committee), must describe the firm or entity and the employment or consulting services to be rendered to the firm or entity, and must include a copy of the written offer of employment or engagement of consulting services. The Company must respond or object to such notice within 30 days after receipt, and the absence of a

- 9 -

response will constitute acquiescence or waiver of the Company’s rights under this Section 9.

          (c) Non-Recruitment. During employment and for a period of 12 months following cessation of employment for any reason, you will not initiate or actively participate in any other employer’s recruitment or hiring of the Company’s employees.

          (d) Non-Disparagement. You will not, during employment or after the termination or expiration of this Agreement, make disparaging statements, in any form, about the Company, its officers, directors, agents, employees, products or services that you know, or have reason to believe, are false or misleading.

          (e) Enforcement. If you fail to provide notice to the Company under Section 9(b)(iii) and/or in any way violate your obligations under Section 9, the Company may enforce all of its rights and remedies provided to it under this Agreement, or in law and in equity, without the requirement to post a bond, including without limitation ceasing any further payments to you under this Agreement, and you will be deemed to have expressly waived any rights you may have had to payments under Sections 6(b) or 6(c) or acceleration under Section 6(c).

          (f) Survival. The obligations of this Section 9 survive the expiration or termination of this Agreement and your employment.

     10. Miscellaneous.

          (a) Notices. All notices, demands, requests or other communications required or permitted to be given or made hereunder must be in writing and must be delivered, telecopied or mailed by first class registered or certified mail, postage prepaid, addressed as follows:

If to the Company:	Arbitron Inc.
	Office of Chief Legal Officer
	9705 Patuxent Woods Drive
	Columbia, MD 21046
If to you:	At your last address on file with the Company

or to such other address as either party may designate in a notice to the other. Each notice, demand, request or other communication that is given or made in the manner described above will be treated as sufficiently given or made for all purposes three days after it is deposited in the U.S. certified mail, postage prepaid, acceptance confirmation or at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, the answer back or the affidavit of messenger being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

          (b) No Mitigation/No Offset. You are not required to seek other employment or otherwise mitigate the value of any severance benefits contemplated by this Agreement, nor

- 10 -

will any such benefits be reduced by any earnings or benefits that you may receive from any other source, except as provided in Section 6(b)(i). The amounts payable hereunder will not be subject to setoff, counterclaim, recoupment, defense or other right which the Company may have against you or others. Notwithstanding any other provision of this Agreement, any sum or sums paid under this Agreement will be in lieu of any amounts to which you may otherwise be entitled under the terms of any severance plan, policy, program, agreement or other arrangement sponsored by the Company or an affiliate of the Company.

          (c) Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE RELEASE IT CONTEMPLATES, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, THE PARTIES AGREE THAT ANY PARTY MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS RELEASE OR TO ANY OF THE MATTERS CONTEMPLATED UNDER THIS AGREEMENT, RELATING TO YOUR EMPLOYMENT, OR COVERED BY THE CONTEMPLATED RELEASE.

          (d) Severability. Each provision of this Agreement must be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Moreover, if a court of competent jurisdiction determines any of the provisions contained in this Agreement to be unenforceable because the provision is excessively broad in scope, whether as to duration, activity, geographic application, subject or otherwise, it will be construed, by limiting or reducing it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law to achieve the intent of the Parties.

          (e) Assignment. This Agreement will be binding upon and will inure to the benefit of (i) your heirs, beneficiaries, executors and legal representatives upon your death and (ii) this Agreement will be binding upon any legal successor of the Company. Any legal successor of the Company will be treated as substituted for the Company under the terms of this Agreement for all purposes. As used herein, “successor” will mean any firm, corporation or other business entity that at any time, whether by purchase or merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company.

     None of your rights to receive any form of compensation payable under this Agreement will be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon your death or as provided in Section 10(h) hereof. Any attempted assignment, transfer, conveyance or other disposition (other than as aforesaid) of any interest in your rights to receive any form of compensation hereunder will be null and void; provided, however, that notwithstanding the foregoing, you will be allowed to transfer vested shares

- 11 -

subject to stock options or the vested portion of other equity awards consistent with the rules for transfers to “family members” as defined in Securities Act Form S-8.

          (f) No Oral Modification, Cancellation or Discharge. This Agreement may only be amended, canceled or discharged in writing signed both by you and the Chair of the Compensation Committee of the Board.

          (g) Survivorship. The respective rights and obligations of Company and you hereunder will survive any termination of your employment to the extent necessary to the intended preservation of such rights and obligations.

          (h) Beneficiaries. You will be entitled, to the extent applicable law permits, to select and change the beneficiary or beneficiaries to receive any compensation or benefit payable hereunder upon your death by giving the Company written notice thereof in a manner consistent with the terms of any applicable plan documents. If you die, severance then due or other amounts due hereunder will be paid to your designated beneficiary or beneficiaries.

          (i) Withholding. The Company will be entitled to withhold, or cause to be withheld, any amount of federal, state, city or other withholding taxes or other amounts either required by law or authorized by you with respect to payments made to you in connection with your employment hereunder.

          (j) Company Policies. References in the Agreement to Company policies and procedures are to those policies as they may be amended from time to time by the Company.

          (k) Governing Law. This Agreement must be construed, interpreted, and governed in accordance with the laws of Maryland, without reference to rules relating to conflicts of law.

          (l) Entire Agreement. This Agreement and any documents referred to herein represent the entire agreement of the Parties and will supersede any and all previous contracts, arrangements or understandings between the Company and you.

Signatures on Page Following

- 12 -

     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and you have hereunto set your hand, as of the day and year first above written, to be effective as of the Effective Date.

ARBITRON INC.:
By:	/s/ Michael Skarzynski
	Michael Skarzynski
	President and Chief Executive Officer
EXECUTIVE:
	/s/ Robert Henrick
	Dr. Robert Henrick

- 13 -

EX-31.1

Exhibit 31.1

302(a) CERTIFICATION

I, Michael P. Skarzynski, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Arbitron Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2009

/s/ Michael P. Skarzynski  

Michael P. Skarzynski 

Chief Executive Officer, President, and Director 

EX-31.2

Exhibit 31.2

302(a) CERTIFICATION

I, Sean R. Creamer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Arbitron Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2009

/s/ Sean R. Creamer  

Sean R. Creamer 

Executive Vice President of Finance and Planning and Chief Financial Officer 

EX-32.1

Exhibit 32.1

WRITTEN STATEMENT OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
(18 U.S.C. Section 1350)

The undersigned, the Chief Executive Officer and the Chief Financial Officer of Arbitron Inc. (the “Company”), each hereby certifies that, to his knowledge, on the date hereof:

(a)	the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2009, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(b)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael P. Skarzynski Michael P. Skarzynski

Chief Executive Officer

Date: May 7, 2009

/s/ Sean R. Creamer

Sean R. Creamer

Chief Financial Officer

Date: May 7, 2009