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