AMENDMENT NO. 1 TO AGREEMENT AND PLAN OFMERGER

RECITALS

WHEREAS, the parties hereto have agreed to amend the Agreement to provide for various matters set forth herein;

WHEREAS, the Board of the Company, acting upon the recommendation of the Special Committee, has duly approved this Amendment; and

WHEREAS, the Boards of the Parents and Merger Sub have duly approved this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.           Amendment to Section 4.2(o) of the Agreement.  Section 4.2(o) of the Agreement is hereby amended and restated in its entirety as follows:

“(o)         authorize, declare, set aside or pay any dividend or distribution, payable in cash, stock, property or otherwise, with respect to any of the Company’s capital stock except for the payment of ordinary quarterly dividends in accordance with the Company’s dividend policy as in effect on the date of this Agreement (but in no event in an amount in excess of $0.42 per share in cash per quarter) with record dates consistent with the record dates for comparable quarterly periods in 2006; provided that, no quarterly dividend will be declared or paid with respect to any quarter following September 30, 2007; provided further that if the Closing Date occurs (i) from November 1, 2007 to December 31, 2007, the Company may only declare and pay a dividend for the period from October 1, 2007 to the Closing Date in an amount not to exceed the lesser of (x) $0.21 per share and (y) a per share amount not to exceed the product of $0.42 per share multiplied by a fraction, the numerator of which is the number of days from and including October 1, 2007 to the Closing Date, and the denominator of which is ninety two (92) or (ii) after December 31, 2007, the Company may only declare

and pay a dividend for the quarter ended December 31, 2007, in accordance with the Company’s dividend policy as in effect on the date of this Agreement (but in no event in an amount in excess of $0.42 per share in cash for such quarter), which dividends pursuant to clauses (i) or (ii) may have a record date and may be paid prior to the anticipated Closing Date and would be in lieu of, and not in addition to, any dividend otherwise permitted by this clause (o) for such quarter;”

SECTION 2.           Amendment to Section 8.3(b) of the Agreement.  Section 8.3(b) of the Agreement is hereby amended by replacing the amount “$7,000,000” with “$3,500,000” therein.

SECTION 3.           Amendments to Exhibit A to the Agreement.  Exhibit A to the Agreement is hereby amended by amending and restating the definitions of “End Date” and “Marketing Period” in their entirety as follows:

“End Date.  “End Date” shall mean December 15, 2007, provided that the Company shall have the right, in its sole discretion to extend the End Date by up to 60 days if any of the conditions set forth in Sections 6 or 7 shall not have been satisfied or waived as of December 1, 2007, provided, further, that if the Marketing Period has commenced but not ended before any such End Date (including as a result of any extension pursuant to the final proviso of the definition of the term “Marketing Period”), such End Date shall automatically be extended to occur three Business Days after the final day of the Marketing Period.”