FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

                                                                  EXHIBIT (c)(2)

                                FIRST AMENDMENT
                                       TO
                          AGREEMENT AND PLAN OF MERGER


          FIRST AMENDMENT ("Amendment No. 1") dated as of May 3, 1999 to the
Agreement and Plan of Merger (the "Agreement") dated as of April 27, 1999 among
TI Group plc, a company organized under the laws of England and Wales
("Parent"), TI Automotive Systems, Inc., a Delaware corporation ("Purchaser"),
and Walbro Corporation, a Delaware corporation (the "Company").

          WHEREAS, the Company, Parent and Purchaser have each determined that
it is in their respective best interests, and the best interests of their
respective stockholders, to amend the Agreement as hereinafter set forth;

          NOW, THEREFORE, the parties hereto agree as follows:

          SECTION 1.  Definitions.  Unless otherwise specifically defined
herein, each term used herein which is defined in the Agreement has the meaning
assigned to such term in the Agreement.

          SECTION 2.  Amendment of Section 2.1(a).  Section 2.1(a) of the
Agreement is amended by replacing the fourth sentence thereof in its entirety
with the following:

     Merger Sub shall not amend or waive the Minimum Condition and shall not
     decrease the Offer Price or decrease the number of shares of Company Common
     Stock sought, or amend any other condition of the Offer in any manner
     adverse to the holders of the Company Common Stock without the prior
     written consent of the Company; provided, however, that if on the initial
     scheduled expiration date of the Offer, which shall be June 10, 1999, the
     sole condition remaining unsatisfied is the failure of the waiting period
     under the HSR Act to have expired or been terminated, Merger Sub shall
     extend the expiration date from time to time until two business days after
     the expiration of the waiting period under the HSR Act has been received.

          SECTION 3.  Confirmation of Agreement.  Except as modified or amended
in this Amendment No. 1, all terms and conditions in the Agreement remain in
full force and effect and are hereby ratified and confirmed.

 
          SECTION 4.  Governing Law.  This Amendment No. 1 shall be construed in
accordance with and governed by the laws specified in the Agreement.

          SECTION 5.  Counterparts.  This Amendment No. 1 may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.  This
Amendment shall become effective when each party hereto shall have received
counterparts hereof signed by all of the parties hereto.

 
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to be duly executed by their respective authorized officers as of the day and
the year first above written.

                         WALBRO CORPORATION


                            /s/ Xxxxx X. Xxxxxxxxx
                         By:________________________
                              Name: Xxxxx X. Xxxxxxxxx
                              Title: President and Chief Executive Officers



                         TI GROUP PLC


                               /s/ Xxxxx X. Xxxxxxxxx
                         By:  _________________________
                              Name: Xxxxx X. Xxxxxxxxx
                              Title: Director



                         TI AUTOMOTIVE SYSTEMS, INC.


                              /s/ Xxxxxxx X. Xxxxx
                         By:  ___________________________
                              Name: Xxxxxxx X. Xxxxx
                              Title: President