that such transaction involves the sale of all or substantially all of the assets of the Company); or

(ii)            be acquired by or reorganized into or with another entity, whether by means of merger, consolidation, reorganization or any other transaction, in which the holders of Common Stock of the Company existing immediately prior to such transaction do not, immediately after the consummation of such transaction, own a majority of both the outstanding voting stock and the equity interests of the surviving, purchasing or newly resulting Company.

C.             “Change of Control Purchase Price” means, with respect to any payment to the Holder in connection with a Change of Control Event pursuant to Section 4.D(ii) hereof, cash equal to the product of (i) the Fair Value of one share of Common Stock as of the date the notice of the Change of Control Event was issued to the Holder, multiplied by (ii) the number of shares of Common Stock then issuable upon the conversion of this Note.

D.             “Common Stock” means the Common Stock of the Company, $.01 par value.

E.              “Conversion Date” means for any Optional Conversion (as defined in Section 4.A below), the date which must be a Business Day) on which this Note is surrendered to the Company for conversion.

F.              “Conversion Price” means $40.00 per share of Common Stock, subject to adjustment as provided in Section 4.D hereof.

G.             “Event of Default” has the meaning set forth in the Securities Purchase Agreement.

H.             “Fair Value” of any share of Common Stock as of any date herein specified shall mean the average of the daily closing prices for the 30 consecutive trading days commencing 45 trading days before the day in question The closing price for each day shall be (i) if such shares are listed or admitted for trading on any national securities exchange, the last sale price of such security, regular way, or the average of the closing bid and asked prices thereof if no such sale occurred, in each case as officially reported on the principal securities exchange on which such shares are listed, or (ii) if not reported as described in clause (i), the average of the closing bid and asked prices of such shares in the over-the-counter market as shown by the National Association of Securities Dealers, Inc. Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, as reported by any member firm of the New York Stock Exchange selected by the Company or (iii) if not quoted as described in clause (ii), the average of the closing bid and asked prices for such shares as reported by the National Quotation Bureau Incorporated or any similar successor organization, as reported by any member firm of the New York Stock Exchange selected by the Company. If such shares of Common Stock are quoted on a national securities or central market system in lieu of a market or quotation system

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described above, the closing price shall be determined in the manner set forth in clause (i) of the preceding sentence if actual transactions are reported and in the manner set forth in clause (ii) of the preceding sentence if bid and asked prices are reported but actual transactions are not.

Notwithstanding the foregoing, (x) in the event of the sale of shares of Common Stock of the Company to a third party in connection with a Change of Control Event, the stated purchase price for such shares shall be deemed to be the “Fair Value” thereof, and (y) if clauses (i), (ii) or (iii) above or clause (x) above are not applicable to such shares of Common Stock, then the Fair Value of such shares shall be the fair value of such shares of Common Stock as reasonably determined in good faith by the Board of Directors of the Company; provided, however, that if the Holder shall object in writing to such determination within 15 Business Days of receiving written notice of such value, then the determination shall be made by an independent appraiser of recognized national standing (selected by the Company and reasonably satisfactory to the Holder at the time outstanding), in each case in accordance with generally accepted financial practice. With respect to any determination made by an independent appraiser as provided in clause (y) above, such determination shall be set forth in writing, and the Company shall, immediately following such determination, deliver a copy thereof to the Holder. The determination so made shall be conclusive and binding on the Company and on the Holder. The Company shall pay all of the expenses incurred in connection with any such determination, including, without limitation, the expenses of the independent appraiser engaged to make such determination provided that if the Fair Value as determined by the independent appraiser shall be equal to or less than the Fair Value determined by the Board of Directors of the Company, the fees and expenses or the independent appraiser shall be paid by the Holder). If the Company shall not have selected such appraiser within 20 days after the occurrence of the event giving rise to the need therefor, then the Holder may select such appraiser.

I.               “Junior Subordinated Indenture” means that certain Junior Subordinated Indenture, dated as of January 31, 2007, between the Company and The Bank of New York Trust Company, National Association, as Trustee, as amended, restated, supplemented or otherwise modified from time to time.

J.              “Preferred Stock” means shares of the Company which shall be entitled to preference or priority over any other shares of the Company in respect of either the payment of dividends or the distribution of assets upon liquidation.

K.             “Securities” means Common Stock, Preferred Stock, Convertible Securities, Purchase Rights and any other shares of capital stock or equity interests of the Company, whether or not issued or outstanding on the date of this Note.

L.              “Voting Stock” means capital stock (or other equity interests) of any class or classes of the Company, the holders of which are ordinarily, in the absence of contingencies, entitled to vote in the election of corporate directors (or individuals performing similar functions) of the Company or which permit the holders thereof to control the management of the Company.

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2.              Interest: No Prepayment .

Interest shall accrue at a rate of seven percent (7%) per annum from the date hereof, payable quarterly in cash on February 3, May 3, August 3 and November 3 of each year (each, an “Interest Payment Date”), commencing on February 3, 2009, and continuing until the date this Note is converted in accordance with Section 4 below or is otherwise paid in full together with all accrued and unpaid interest thereon. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company may not prepay this Note, unless the principal amount hereof has become due and payable as provided herein and in the Securities Purchase Agreement.

3.              Events of Default .

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price and with the effect provided in the Securities Purchase Agreement.

4.              Conversion .

A.             Conversion at the Option of the Holder . The Holder of this Note may, at any time and from time to time until the tenth (10 th ) anniversary of the date of this Note, convert (an “Optional Conversion”) this Note, in whole or in part, into a number of fully paid and nonassessable shares of Common Stock as is determined by dividing (i) the sum of the unpaid principal balance of this Note (or the portion thereof that is being converted into shares of Common Stock), plus, subject to Section 4.C(v), accrued and unpaid interest on this Note (or the portion thereof that is being converted into shares of Common Stock) as of the date this Note is surrendered for conversion, by (ii) the Conversion Price.

B.             Conversion at the Option of the Company . At any time on or after the ninth anniversary of the date of this Note and prior to November 3, 2018 , the Company may give written notice to the Holder demanding that the Holder convert this Note in accordance with this Section 4 (any such conversion pursuant to this Section 4.B being referred to as a “Mandatory Conversion”). If the Company makes such written demand, then the Holder, within ten Business Days after receipt of said written demand, shall tender this Note to the Company for conversion in accordance with Section 4.0 below. Upon a Mandatory Conversion, the Holder of this Note shall comply with the provisions of Section 4.0 below. No Mandatory Conversion shall occur if this Note has been declared, or has otherwise become, due and payable or if a Default or an Event of Default has occurred and is continuing.

C.             Mechanics of Conversion . In order to effect an Optional Conversion, the Holder shall: (x) deliver a written notice of conversion to the Company in accordance with Section 11.0 hereof stating that this Note (or any portion hereof) has been converted into Common Stock pursuant to the terms hereof, and (y) surrender this Note to the Company concurrently with, or as soon as practicable after, the delivery of such written notice. Such conversion shall be deemed to have been made immediately prior to the

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close of business on the date of such surrender of this Note, and the Person or Persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date (subject to clauses (iii) and (iv) of Section 4.D below). Upon receipt by the Company of a facsimile copy of a notice of conversion from the Holder, the Company shall promptly send, via facsimile, a confirmation to the Holder stating that the notice of conversion has been received, the date upon which the Company expects to deliver the Common Stock issuable upon such conversion and the name and telephone number of a contact person at the Company regarding the conversion. The Company shall not be obligated to issue shares of Common Stock upon a conversion unless either this Note is delivered to the Company as provided above, or the Holder notifies the Company that this Note has been lost, stolen or destroyed and delivers the documentation to the Company, required by Section 10.13 hereof. If the Holder has not converted the entire amount of this Note pursuant to an Optional Conversion, then the Company shall execute and deliver to the Holder a new Note instrument identical in terms to this Note, but with a principal amount reflecting the unconverted portion of this Note. The new Note instrument shall be delivered subject to the      e timing terms as the certificates evidencing the shares of Common Stock issuable in such partial conversion.

(i)             Delivery of Common Stock Upon Conversion . Upon the surrender of this Note accompanied by a notice of conversion, the Company (itself, or through its transfer agent) shall, as soon as practicable thereafter, issue and deliver at such office to the Holder of this Note, or its nominee, that number of shares of Common Stock issuable upon conversion of this Note.

(ii)            Taxes . The issuance of certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any issuance tax in respect thereof, provided that the Company shall not be required to pay any tax in respect of any transfer involved in the issuance and delivery of any certificate in the name other than that of the Holder of this Note.

(iii)           No Fractional Shares . If any conversion of this Note would result in the issuance of a fractional share of Common Stock such fractional share shall be payable in cash based upon the ten day average closing sales price of the Common Stock at such time, and the number of shares of Common Stock issuable upon conversion of this Note shall be the next lower whole number of shares. If the Company elects not to, or is unable to, make such a cash payment, the Holder shall be entitled to receive, in lieu thereof, one whole share of Common Stock.

(iv)           Conversion Disputes . In the case of any dispute with respect to a conversion, the Company shall promptly issue such number of shares of Common Stock in accordance with subparagraph (i) above as are not disputed. If such dispute is not promptly resolved by discussion between the Holder and the Company, the Company shall submit the disputed issues to an independent outside accountant (reasonably acceptable to the Required Holders) via facsimile within three Business Days of receipt of the notice of conversion. The accountant, at the Company’s sole expense, shall promptly audit the calculations and notify the Company and the Holder of the results no

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later than three Business Days from the date it receives the disputed calculations. The accountant’s calculation shall be deemed conclusive, absent manifest error. The Company shall then issue the appropriate number of shares of Common Stock in accordance with subparagraph (i) above.

(v)            Payment of Accrued Amounts. Upon conversion of this Note, all interest then accrued or payable on such shares under this Convertible Subordinated Note through and including the Conversion Date at the Holder’s election shall be paid by the Company in cash or in such number of share Common Stock as is equal to the aggregate amount of accrued interest divided by the Conversion Price.

D.             Conversion Price Adjustments for Certain Dilutive Issuances .

(i)             Stock Splits, Stock Interest, Etc . If, at any time, or from time to time, on or after the date of this Note, the number of outstanding shares of Common Stock is increased by a stock split, stock dividend, reclassification or other similar event, the Conversion Price shall be proportionately reduced, or if the number of outstanding shares of Common Stock is decreased by a reverse stock split, combination, reclassification or other similar event, the Conversion Price shall be proportionately increased. In such event, the Company shall notify the Company’s transfer agent of such change on or before the effective date thereof.

(ii)            Change of Control, Merger, Consolidation, Etc. If, at any time after the date of this Note, there shall be a Change of Control Event then, in lieu of the shares of Common Stock otherwise issuable as provided herein, the Holder of this Note shall thereafter receive upon conversion of this Note, at the Holder’s election, either (a) such shares