SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Exhibit 2

SECOND AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER

     This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”) is made and entered into as of June 22, 2010, by and among Willbros Group, Inc., a Delaware corporation (“Parent”), Co Merger Sub I, Inc., a newly formed Washington corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), Ho Merger Sub II, LLC, a newly formed Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), and InfrastruX Group, Inc., a Washington corporation (the “Company,” and, together with Parent and the Merger Subs, the “Parties”).

RECITALS

     WHEREAS, the Parties entered into a certain Agreement and Plan of Merger dated as of March 11, 2010, and amended that certain Agreement and Plan of Merger on May 17, 2010 (as amended, the “Merger Agreement”); and

     WHEREAS, the Parties desire to amend the Merger Agreement in certain respects; and

     WHEREAS, the Merger Agreement may be amended pursuant to Section 7.3 thereof.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follow:

     1. Section 1.2 (“Closing”) of the Merger Agreement is hereby amended to delete the phrase “May 27, 2010, or, if later,”.

     2, Section 7.1(ii) (“Termination”) of the Merger Agreement is hereby amended to replace (a) the date “June 30, 2010” with the date “July 15, 2010” and (b) the date “July 30, 2010” with the date “August 15, 2010” wherever they appear in said section.

     3. Except as expressly amended by the terms of this Second Amendment, the Merger Agreement shall remain in full force and effect in accordance with its terms.

     4. This Second Amendment may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Signatures on following page.]

     IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

	WILLBROS GROUP, INC.
	By:	/s/ Van X. Xxxxx
		Van X. Xxxxx
		Senior Vice President and CFO
	CO MERGER SUB I, INC.
	By:	/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx
		Vice President
	HO MERGER SUB II, LLC
	By:	/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx
		Vice President
	INFRASTRUX GROUP, INC.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		President and CEO