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AMENDED AND RESTATED
ARBITRON INC. DIRECTOR DEFERRED COMPENSATION PROCEDURES
 ARTICLE 1
ESTABLISHMENT
  ARTICLE 2
PARTICIPATION
 Participation




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First-Year Eligibility
  ARTICLE 3
PAYMENT OF DEFERRED STOCK UNIT ACCOUNT
 Termination of Board Service
  Form and Time of Payment
   2




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Change of Form of Payment
    3




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ARTICLE 4
ACCOUNTS ESTABLISHMENT
 Accounts
    DSU Value
  Dividend Equivalents
  4




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Effect of Certain Transactions
   ARTICLE 5
SURVIVOR AND DEATH BENEFITS
 Death Benefit
   5




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ARTICLE 6
ADMINISTRATION
 Administration
  Amendment and Termination of the Procedures
   ARTICLE 7
GENERAL PROVISIONS
 Alienation of Benefits
  No Right to Service
  6




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Unfunded Arrangement
  Miscellaneous
 Construction
  Severability
  Titles and Headings Not to Control
  Complete Statement of Procedures
  Governing Law
  7




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ARTICLE 8
DEFINITIONS
  Beneficiary
 Board
 Change of Control
 (i)
    
    a merger or consolidation to which the Company is a party if
the individuals and entities who were stockholders of the Company immediately
prior to 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;(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 shall not constitute a Change of Control;(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 of Directors of the Company prior to 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 shall not constitute a
Change of Control;
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(iv)
    
    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;(v)
    
    the stockholders of the Company approve any plan or proposal
for the liquidation of the Company; 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 of Directors. As a result, a
director who no longer serves on the Board of Directors, and who is replaced by
an individual nominated or recommended for nomination by a two-thirds vote of
the remaining Board of Directors, does not count as a loss for purposes of
determining whether 70% of the members of the Board of Directors remain in
tact.
 Deferred Stock Unit Account
 Director
 Fee
 Meeting Fee
 Participant
 Retainer Fee
  9




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ARBITRON INC.
COMPENSATION COMMITTEEBy: /s/ Kathleen T. RossName: Kathleen T. RossTitle: EVP and Chief Administrative Officer
 10