I. Lead Independent Director

In circumstances where the Chairman of the Board of Directors (the “Board”) of Arbitron Inc. (the “Company”) is not independent, the Board considers it to be useful and appropriate to designate a Lead Independent Director to coordinate the activities of the other independent directors and to perform such other duties and responsibilities as the Board may determine from time to time. For purposes hereof, “independent” shall mean a director who has no material relationship with the Company and who otherwise meets the New York Stock Exchange requirements of “independence.” The Lead Independent Director shall serve at the pleasure of the Board and may be removed by the Board at any time with or without cause.

II. Purpose

The primary responsibilities of the Lead Independent Director shall be to coordinate the activities of the independent directors and to serve as a liaison between the Chairman, Company senior management, where appropriate, and the other independent directors.

III. Responsibilities and Duties

The specific responsibilities of the Lead Independent Director when acting as such shall be as follows:

1. In consultation with the other independent directors, advise the Chairman as to an appropriate schedule of Board meetings, seeking to ensure that the independent directors can perform their duties responsibly without interfering with ongoing Company operations.
2. Consult with the Chairman regarding the information, agenda, and schedules of the meetings of the Board and Board committees.
3. Advise the Chairman as to the quality, quantity, and timeliness of information submitted by the Company’s management that is necessary or appropriate for the independent directors to effectively and responsibly perform their duties.
4. Recommend to the Board and the Board committees the retention of advisers and consultants who report directly to the Board.
5. Serve on the Executive Committee and the Corporate Governance Committee of the Board.
6. Call meetings of the independent directors, as appropriate.
7. Serve as the Chair of the executive sessions of the Board’s independent directors and its non-employee directors.
8. Serve as the principal liaison between the independent directors and the Chairman and the Company’s senior management.
9. Chair the meetings of the Board when the Chairman is not present.
10. Respond directly to stockholder and other stakeholder questions and comments that are directed to the Lead Independent Director or to the independent directors as a group, with such consultation with the Chairman and the other directors as the Lead Independent Director may deem appropriate.

IV. Advisors

The Company’s Chief Legal Officer shall serve as the primary contact to the Lead Independent Director and the other independent directors with regards to advice and counsel as may be requested by the Lead Independent Director or the independent directors, the engagement of outside advisers and consultants who report directly to the Board, and otherwise as requested. The Lead Independent Director shall have the authority to retain, at the expense of the Company, such outside counsel, accountants, experts and other advisors as the Lead Independent Director determines appropriate.

V. Charter Review

On an annual basis, the Lead Independent Director shall review the adequacy of this Charter, and recommend to the Board any modifications or changes hereto for approval by the Board.

Adopted May 15, 2007