My problem was /etc/kernel/header_postinst.d/nvidia-common was empty a
reinstall of nvidia-common fixed it so probably nothing to do with your
issue

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package linux-headers-2.6.28-11-generic 2.6.28-11.40 failed to install/upgrade: 
subprocess post-installation script returned error exit status 2
https://bugs.launchpad.net/bugs/355134
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