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Arbitron Inc. Stock Ownership Guidelines for Executive Officers and Non-Employee Directors

Purpose

The Board of Directors (“Board”) of Arbitron Inc. (“Arbitron”) believes that it is in the best interest of Arbitron and its stockholders to align the financial interests of Arbitron executive officers and non-employee directors of the Board with those of stockholders.

Ownership Guideline

Accordingly, the Board has established the following Stock Ownership Guidelines for the amount of Arbitron stock that executive officers (as a multiple of base salary) and non-employee directors of the Board (as a multiple of annual retainer) shall hold:

Timeframe

Individuals who are subject to these Stock Ownership Guidelines are required to achieve the applicable ownership threshold within five years after first becoming subject to these Guidelines.

Definition of Ownership

Stock ownership for the purpose of these Stock Ownership Guidelines will include the following:

1. Shares owned directly, including restricted shares and shares deliverable upon settlement of restricted or unrestricted stock units, excluding restricted shares or restricted stock units that remain subject to achievement of performance goals.
2. Shares owned indirectly, if the individual has an economic interest in the shares. For this purpose, indirect ownership includes shares that would be beneficially owned and reported for purposes of the stock ownership table in Arbitron’s proxy statement (excluding shares subject to a right to acquire) and shares beneficially owned and reportable on Table 1 of Forms 3, 4 or 5 under the Securities Exchange Act.
3. Shares owned through savings plans, such as Arbitron’s 401(k) plan, or acquired through the Employee Stock Purchase Plan.

Stock ownership will not include shares underlying unvested stock options or otherwise subject to a right to acquire, except to the extent expressly permitted above.

Stock Ownership Calculation

Share prices of all companies are subject to market volatility. The Board believes that it would be unfair to require an executive or Board member to buy more shares simply because Arbitron’s stock price drops temporarily. In the event there is a significant decline in the Arbitron stock price that causes a Director’s or executive’s holdings to fall below the applicable threshold, the Director or executive will not be required to purchase additional shares to meet the threshold, but such Director or executive shall not sell or transfer any shares until the threshold has again been achieved. Compliance with these Stock Ownership Guidelines will be evaluated on an annual basis, as determined by the Nominating and Corporate Governance Committee, and not on a running basis.

Administration

The Nominating and Corporate Governance Committee of the Board shall be responsible for monitoring the application of these Stock Ownership Guidelines. That Committee shall prepare a report on compliance with the Stock Ownership Guidelines, at least once per year, and deliver the report to the Board.

Effective Date: August 25, 2009